EX-99.1 2 a10-6344_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE:

 

 

 

 

CONTACTS:

 

ArthroCare Corp.

 

Corinne Ervin

 

512-391-3907

 

 

 

The Ruth Group

 

Nick Laudico / Zack Kubow

 

646-536-7030 / 7020

 

ARTHROCARE REPORTS FOURTH QUARTER AND

ANNUAL 2009 FINANCIAL RESULTS

 

Austin, Texas — March 15, 2010 — ArthroCare Corp. (NASDAQ: ARTC), a leader in developing state-of-the-art, minimally invasive surgical products, announced its financial results for the fourth quarter and year ended December 31, 2009 as follows:

 

FOURTH QUARTER 2009

·                  Fourth quarter 2009 total revenue of $92.5 million

·                  Product margin of 71.0 percent

·                  Operating income of $10.7 million

·                  Net income applicable to common stockholders of $7.1 million, or $0.21 per diluted share

 

FULL YEAR 2009

·                  Total 2009 revenue of $331.6 million

·                  Product margin of 70.5 percent

·                  Operating loss $0.7 million

·                  Net loss applicable to common stockholders of $33.8 million, or ($1.26) per share

·                  Repaid outstanding credit agreement

 

“We finished 2009 with a satisfying fourth quarter, which included good revenue development, improved product margin and better profitability.  The performance of our core Sports Medicine and ENT businesses was solid.  Our focus now is to deliver on our 2010 performance targets, which includes a commitment to growth, profitability, and cash flow improvements,” noted David Fitzgerald, President and Chief Executive Officer.

 

REVENUE

Total revenue for the fourth quarter of 2009 was $92.5 million, compared to $80.7 million for the fourth quarter of 2008.  Product sales increased in both the Sports Medicine and ENT businesses. Royalty revenue for the fourth quarter of 2009 included a lump sum $2.5 million royalty settlement received.

 

Total revenue for 2009 was $331.6 million, compared to $317.7 million for 2008.  Product sales increased in both the Sports Medicine and ENT businesses. Royalty revenue for 2009 was

 



 

comparatively higher than in 2008 and was impacted by lump sum settlements received in both 2009 and 2008 of $2.5 million and $1.9 million, respectively.

 

Product sales were affected by changes in foreign exchange rates used to translate foreign currency sales from international markets to the Company’s U.S. dollar reporting currency.  These changes in exchange rates increased the U.S. dollar reported value of International product sales by $2.0 million for the fourth quarter of 2009 and decreased the U.S. dollar reported value of International product sales by $5.0 million for the year ended December 31, 2009 when compared to the same periods of 2008.

 

PRODUCT MARGIN

Product margin was 71.0 percent and 63.8 percent for the fourth quarters of 2009 and 2008, respectively.  Product margin was 70.5 percent and 68.7 percent for the year ended December 31, 2009 and 2008, respectively.  Product margin in the fourth quarter of 2008 was negatively impacted by higher excess and obsolescence reserves recorded in 2008 to reduce the carrying value of inventory, partially offset by higher royalties costs incurred in 2009 due to the arbitration ruling involving Gyrus and Ethicon.

 

INCOME (LOSS) FROM OPERATIONS

Income from operations for the fourth quarter of 2009 was $10.7 million compared to a loss from operations of $28.7 million for the same period in 2008. The improvement in operating results was the result of higher revenue combined with improved gross product margin and lower operating expenses. The loss from operations in the fourth quarter of 2008 includes an $18.9 million goodwill impairment charge recorded related to the Company’s Spine business as well as an additional $4.4 million in investigation and restatement related expenses above what was incurred in the fourth quarter of 2009.

 

For 2009, the Company had a loss from operations of $0.7 million compared to a loss from operations of $34.0 million for the full year 2008. The improvement in operating results was the result of higher revenue combined with improved gross product margin and lower operating expenses. Operating expenses for 2008 included an $18.9 million impairment charge for goodwill related to the Company’s Spine business and $15.1 million accrued in connection with the panel’s final order in the arbitration matter involving Gyrus and Ethicon.

 

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

In the three and twelve months ended December 31, 2009, the Company recorded charges of $0.8 million and $28.0 million, respectively, related to its Series A Redeemable Convertible 3% Preferred Stock issued on September 1, 2009. After these charges, fourth quarter 2009 net income applicable to common stockholders was $7.1 million, or $0.21 per diluted share, compared to a net loss of $29.2 million, or ($1.10) per share, for the fourth quarter of 2008.

 

For the year ended December 31, 2009, the net loss applicable to common stockholders was $33.8 million, or ($1.26) per share, compared to a loss for the year ended December 31, 2008 of $35.0 million, or ($1.32) per share.

 



 

BALANCE SHEET

Cash, cash equivalents, restricted cash equivalents, and investments increased $19.4 million to $57.4 million as of December 31, 2009 from $38.0 million at December 31, 2008.

 

Cash flows provided by operating activities for the year ended December 31, 2009 was $19.5 million compared to $32.0 million for the year ended December 31, 2008.  Operating cash flow in 2009 was impacted by investigation and restatement related costs, the payment of the settlement related to the arbitration matter with Gyrus and Ethicon referenced above, and insurance settlement payments. The Company continues to focus on working capital efficiency, process improvements, and cash conversion, which has had a favorable impact on cash flows from operations in 2009. Inventory balances decreased approximately $7.8 million, or 13.8 percent, from December 31, 2008.

 

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

During the fourth quarter of 2009, the Company identified an error related to returns of consigned Sports Medicine inventory that were originally processed and recorded in 2008 and an error related to the translation of foreign currencies into U.S. dollars for certain subsidiaries.  The Company assessed the materiality of these errors for the year ended December 31, 2008 and concluded that the errors were not material to the year ended December 31, 2008. However, the Company concluded that the errors were material to the year ended December 31, 2009, principally because the errors would have overstated the growth rate of our Sports Medicine business unit for the three-month period ended December 31, 2009 when compared to the same period in 2008. Thus, the 2008 financial statements filed with the 2009 Form 10-K, have been revised to correct for these immaterial errors. The corrections resulted in a $3.6 million increase in Sports Medicine product sales in the Americas, a $3.6 million increase in gross profit, a $3.9 million increase in foreign exchange loss and a $0.1 million increase to income tax benefit, resulting in a $0.3 million increase to net loss ($0.01 per share) in the consolidated statement of operations for the year ended December 31, 2008. Associated adjustments were also made to the consolidated balance sheet for the year ended December 31, 2008 and on the consolidated statement of cash flows for the year ended December 31, 2008. All 2008 financial information contained in this release has been revised to correct these immaterial errors.

 

CONFERENCE CALL

ArthroCare will hold a conference call with the financial community to present these results at 8:30 a.m. ET/5:30 a.m. PT on Tuesday, March 16, 2010. A live and on-demand webcast of the call will be available on ArthroCare’s Web site at www.arthrocare.com.  A telephonic replay of the conference call can be accessed by dialing 800-633-8284 and entering pass code number 21463178.  The replay will remain available through March 30, 2010.

 

ABOUT ARTHROCARE

Founded in 1993, ArthroCare Corp. is a highly innovative, multi-business medical device company that develops, manufactures, and markets minimally invasive surgical products. With these products, ArthroCare targets a multi-billion dollar market across several medical specialties, significantly improving existing surgical procedures and enabling new, minimally invasive procedures. Many of ArthroCare’s products are based on its patented Coblation® technology, which uses low-temperature radiofrequency energy to gently and precisely dissolve rather than burn soft tissue — minimizing damage to healthy tissue. Used in surgeries worldwide, Coblation-

 



 

based devices have been developed and marketed for sports medicine; spine/neurologic; ear, nose and throat (ENT); cosmetic; urologic; and gynecologic procedures. ArthroCare also has added a number of other technologies to its portfolio, including Opus Medical sports medicine, Parallax spine and Applied Therapeutics ENT products, to complement Coblation within key indications.

 

FORWARD-LOOKING STATEMENTS

The information provided herein includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on beliefs and assumptions by management and on information currently available to management. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Additional factors that could cause actual results to differ materially from those contained in any forward-looking statement include, without limitation: the ability of the Company to fulfill its obligations with respect to the rights of the holders of the Series A Convertible Preferred Stock, including but not limited to the redemption rights and registration rights of the holders of the Series A Convertible Preferred Stock; the resolution of litigation pending against the Company; the Company’s ability to design or improve internal controls to address issues detected in its reviews of internal controls and insurance reimbursement practices or by management in its reassessment of the Company’s internal controls; the impact upon the Company’s operations of legal compliance matters or internal controls review, improvement and remediation; the ability of the Company to control expenses relating to legal compliance matters or internal controls review, improvement and remediation; the Company’s ability to remain current in its periodic reporting requirements under the Exchange Act and to file required reports with the Securities and Exchange Commission on a timely basis; the results of the investigations being conducted by the Staff of the Division of Enforcement of the Securities and Exchange Commission and the United States Department of Justice; the impact on the Company of additional civil and criminal investigations by state and federal agencies and civil suits by private third parties involving the Company’s financial reporting and its previously announced restatement and its insurance billing and healthcare fraud-and-abuse compliance practices; the ability of the Company to attract and retain qualified senior management and to prepare and implement appropriate succession planning for its Chief Executive Officer; general business, economic and political conditions; competitive developments in the medical devices market; changes in applicable legislative or regulatory requirements; the Company’s ability to effectively and successfully implement its financial and strategic alternatives, as well as business strategies, and manage the risks in its business; and the reactions of the marketplace to the foregoing.

 



 

ARTHROCARE CORPORATION

Consolidated Balance Sheets

(in thousands, except par value data)

 

 

 

December 31,
2009

 

December 31,
2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

57,386

 

$

33,506

 

Restricted cash and cash equivalents and investments

 

 

4,474

 

Accounts receivable, net of allowances of $4,069 and $4,001 at 2009 and 2008, respectively

 

45,789

 

45,354

 

Inventories, net

 

48,628

 

56,437

 

Deferred tax assets

 

12,983

 

27,914

 

Prepaid expenses and other current assets

 

6,563

 

8,657

 

Total current assets

 

171,349

 

176,342

 

 

 

 

 

 

 

Property and equipment, net

 

47,386

 

48,933

 

Intangible assets, net

 

17,975

 

24,085

 

Goodwill

 

119,076

 

118,054

 

Deferred tax assets

 

30,526

 

16,651

 

Other assets

 

4,816

 

5,420

 

Total assets

 

$

391,128

 

$

389,485

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

14,299

 

$

17,607

 

Accrued liabilities

 

46,077

 

60,200

 

Deferred tax liabilities

 

3

 

129

 

Deferred revenue

 

4,508

 

 

Current portion of notes payable

 

 

55,000

 

Income tax payable

 

195

 

 

Total current liabilities

 

65,082

 

132,936

 

 

 

 

 

 

 

Deferred tax liabilities

 

303

 

327

 

Deferred revenue

 

 

3,210

 

Other non-current liabilities

 

4,844

 

6,521

 

Total liabilities

 

70,229

 

142,994

 

 

 

 

 

 

 

Series A 3% Redeemable Convertible Preferred Stock, par value $0.001; Authorized: 100 shares; Issued and outstanding: 75 shares at 2009 and none at 2008.

 

70,504

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $0.001; Authorized: 5,000 shares; Issued and outstanding: none

 

 

 

Common stock, par value $0.001; Authorized: 75,000 shares; Issued and outstanding: 26,886 shares at 2009 and 26,755 at 2008

 

27

 

27

 

Treasury stock: 4,019 shares at 2009 and 4,101 at 2008

 

(108,724

)

(110,945

)

Additional paid-in capital

 

379,921

 

372,651

 

Accumulated other comprehensive income

 

1,645

 

126

 

Accumulated deficit

 

(22,474

)

(15,368

)

 

 

 

 

 

 

Total stockholders’ equity

 

250,395

 

246,491

 

 

 

 

 

 

 

Total liabilities, redeemable convertible preferred stock and stockholders’ equity

 

$

391,128

 

$

389,485

 

 



 

ARTHROCARE CORPORATION

Statement of Operations

(in thousands except per share data)

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

Variance

 

2009

 

2008

 

Variance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

86,274

 

$

77,502

 

$

8,772

 

$

315,763

 

$

303,452

 

$

12,311

 

Royalties, fees and other

 

6,216

 

3,155

 

3,061

 

15,845

 

14,285

 

1,560

 

Total revenues

 

92,490

 

80,657

 

11,833

 

331,608

 

317,737

 

13,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product sales

 

25,010

 

28,019

 

(3,009

)

93,195

 

94,960

 

(1,765

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

67,480

 

52,638

 

14,842

 

238,413

 

222,777

 

15,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

8,946

 

8,832

 

114

 

36,045

 

33,041

 

3,004

 

Sales and marketing

 

29,902

 

31,733

 

(1,831

)

118,602

 

128,872

 

(10,270

)

General and administrative

 

9,995

 

8,866

 

1,129

 

46,096

 

50,439

 

(4,343

)

Amortization of intangible assets

 

1,560

 

1,610

 

(50

)

6,317

 

6,487

 

(170

)

Impairment of goodwill

 

 

18,945

 

(18,945

)

 

18,945

 

(18,945

)

Reimbursement services

 

41

 

521

 

(480

)

353

 

1,966

 

(1,613

)

Investigation and restatement-related costs

 

6,363

 

10,802

 

(4,439

)

31,686

 

17,021

 

14,665

 

Total operating expenses

 

56,807

 

81,309

 

(24,502

)

239,099

 

256,771

 

(17,672

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

10,673

 

(28,671

)

39,344

 

(686

)

(33,994

)

33,308

 

Interest income

 

72

 

123

 

(51

)

284

 

683

 

(399

)

Interest expense and bank fees

 

(256

)

(905

)

649

 

(3,725

)

(3,793

)

68

 

Foreign exchange gain (loss), net

 

2,814

 

(4,468

)

7,282

 

1,233

 

(5,657

)

6,890

 

Other income (expense), net

 

78

 

(62

)

140

 

(4

)

(119

)

115

 

Interest and other income (expense), net

 

2,708

 

(5,312

)

8,020

 

(2,212

)

(8,886

)

6,674

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

13,381

 

(33,983

)

47,364

 

(2,898

)

(42,880

)

39,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

5,535

 

(4,771

)

10,306

 

2,879

 

(7,855

)

10,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

7,846

 

(29,212

)

37,058

 

(5,777

)

(35,025

)

29,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued dividend, beneficial conversion feature and accretion charges on Series A 3% Convertible Preferred Stock

 

(793

)

 

(793

)

(28,045

)

 

(28,045

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common stockholders

 

$

7,053

 

$

(29,212

)

$

36,265

 

$

(33,822

)

$

(35,025

)

$

1,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

26,857

 

26,668

 

 

 

26,803

 

26,610

 

 

 

Diluted

 

27,024

 

26,668

 

 

 

26,803

 

26,610

 

 

 

Earnings (loss) per share applicable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

(1.10

)

 

 

$

(1.26

)

$

(1.32

)

 

 

Diluted

 

$

0.21

 

$

(1.10

)

 

 

$

(1.26

)

$

(1.32

)

 

 

 



 

ARTHROCARE CORPORATION

Supplemental Schedule of Product Sales

(in thousands)

 

 

 

Quarter Ended December 31, 2009

 

Quarter Ended December 31, 2008

 

 

 

Americas

 

International

 

Total Product
Sales

 

Americas

 

International

 

Total Product
Sales

 

Sports Medicine

 

$

40,409

 

$

18,666

 

$

59,075

 

$

38,304

 

$

13,469

 

$

51,773

 

ENT

 

17,493

 

4,021

 

21,514

 

16,680

 

2,826

 

19,506

 

Spine

 

3,249

 

2,436

 

5,685

 

3,628

 

2,595

 

6,223

 

Total Product Sales

 

$

61,151

 

$

25,123

 

$

86,274

 

$

58,612

 

$

18,890

 

$

77,502

 

 

 

 

 

Year Ended December 31, 2009

 

Year Ended December 31, 2008

 

 

 

Americas

 

International

 

Total Product
Sales

 

Americas

 

International

 

Total Product
Sales

 

Sports Medicine

 

$

147,169

 

$

62,533

 

$

209,702

 

$

142,856

 

$

56,676

 

$

199,532

 

ENT

 

72,375

 

13,299

 

85,674

 

68,412

 

12,072

 

80,484

 

Spine

 

11,643

 

8,744

 

20,387

 

13,170

 

10,266

 

23,436

 

Total Product Sales

 

$

231,187

 

$

84,576

 

$

315,763

 

$

224,438

 

$

79,014

 

$

303,452