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TheStreet Open House

Conceptus(R) Reports First Quarter Financial Results

Stocks in this article: CPTS

The Essure procedure is 99.83% effective based on five years of follow up with zero pregnancies reported in clinical trials, making it the most effective permanent birth control available. Essure's 10-year commercial data tracks closely with its five-year clinical results, and Essure has been proven and trusted by physicians since 2002. The Essure procedure is covered in the U.S. by most public and private insurance plans and more than 750,000 women worldwide have undergone the procedure.  

About Conceptus ®, Inc.

Conceptus, Inc. is the global leader in the development and commercialization of innovative device-based solutions in permanent birth control. The Company manufactures and markets the Essure Permanent Birth Control System.

Please visit www.essure.com for more information on the Essure procedure. Patients may call the Essure Information Center at 1-877-ESSURE-1 with questions or to find a physician in their area.

Additional Information about the Merger Agreement and Tender Offer and Where to Find It

The tender offer mentioned above has not yet commenced. This press release is not an offer to buy nor a solicitation of an offer to sell any securities of Conceptus, Inc. The solicitation and the offer to buy shares of the Company's common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Bayer HealthCare LLC, a wholly-owned subsidiary of Bayer AG, and Evelyn Acquisition Company intend to file with the Securities and Exchange Commission (the " SEC"). In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer and, if applicable, a proxy or information statement regarding the merger. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of the Company on Schedule 14D-9, the proxy or information statement, if applicable, and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov, from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the "Investors" section of the Company's website at www.conceptus.com . Investors are advised to read these documents when they become available, including the Solicitation/Recommendation Statement of the Company and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, are "forward-looking statements." These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Such forward-looking statements include the ability of the Company, Bayer HealthCare and Bayer AG to complete the transactions contemplated by the Agreement and Plan of Merger dated as of April 28, 2013 by and among the Company, Bayer HealthCare LLC and Evelyn Acquisition Company (the " Merger Agreement"), including the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of the Company's stockholders will tender their shares of common stock in the tender offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions on the Company's business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of the Company, including: dependence on sales of the Essure System; dependence on recommendations and endorsements by physicians; the ability of the Company to compete effectively against new and well-established alternative procedures, products, and technologies; the possibility that the Company's marketing and advertising may not be successful; the possible failure of the Company's intellectual property rights to provide meaningful commercial protection for the Essure System; disruptions of the Company's manufacturing, supply or distribution operations; claims that the Company's products infringe the intellectual property rights of others; patent litigation to which the Company is a party; and other risks detailed in the Company's public filings with the SEC from time to time, including the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2012 (as amended). The reader is cautioned not to unduly rely on these forward-looking statements. The Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

© 2013 Conceptus, Inc.— All rights reserved.

Conceptus, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
     
  Three Months Ended 
  March 31,
  2013 2012
     
Net sales  $ 34,108  $ 29,029
Cost of goods sold  5,656  5,178
Gross profit  28,452  23,851
     
Operating expenses:    
Research and development 2,776 2,503
Selling, general and administrative 21,661 25,219
Total operating expenses  24,437  27,722
     
Operating income (loss) 4,015 (3,871)
Interest and other income (expense), net  (1,050)  (1,440)
Income (loss) before provision (benefit) for income taxes 2,965 (5,311)
     
Provision (benefit) for income taxes  1,108  (2,473)
     
Net income (loss)  $ 1,857  $ (2,838)
     
Basic income (loss) per share  $ 0.06  $ (0.09)
Shares used in computing basic net income (loss)   32,522  31,305
     
Diluted income (loss) per share  $ 0.05  $ (0.09)
Shares used in computing diluted net income (loss)   34,635  31,305
 
 
Conceptus, Inc.
Condensed Consolidated Balance Sheets 
(Unaudited)
(In thousands)
     
  March 31, December 31,
  2013 2012
     
Cash and cash equivalents  $ 21,867  $ 29,494
Short-term investments   53,890  40,496
Accounts receivable, net  20,808  23,035
Inventories, net  6,245  5,166
Short-term deferred tax asset  10,966  11,389
Other current assets  7,710  7,240
Total current assets  121,486  116,820
     
Property and equipment, net  21,818  7,593
Intangible assets, net  18,552  19,568
Long-term investments  11,277  13,142
Restricted cash  2,200  2,200
Goodwill  16,400  16,911
Long-term deferred tax asset  64,858  65,363
Other assets  1,441  1,703
Total assets  $ 258,032  $ 243,300
     
Total liabilities  80,313  68,928
Common stock and additional paid in capital  334,129  331,762
Other comprehensive loss  (3,359)  (2,482)
Accumulated deficit  (153,051)  (154,908)
Total stockholders' equity  177,719  174,372
Total liabilities and stockholders' equity  $ 258,032  $ 243,300
 
 
Conceptus, Inc.
Reconciliation of Net Income (loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA)
(Unaudited)
(In thousands)
     
  Three Months Ended 
  March 31,
  2013 2012
     
Net income (loss), as reported  $ 1,857  $ (2,838)
     
Adjustments to net income (loss):    
Interest and other income, net (a)  1,050  1,440
Provision (benefit) for income taxes 1,108 (2,473)
Amortization of intangibles (b) 905 903
Stock-based compensation (c) 1,618 1,695
Depreciation expense (d) 1,138 1,278
     
Adjustments to net income (loss)  5,819  2,843
     
Adjusted EBITDA  $ 7,676  $ 5
     
(a) Consists of interest from available-for-sale securities, interest expense associated with our convertible debt and foreign exchange currency transactions
(b) Consists of amortization of intangible assets, primarily licenses and customer relationships
(c) Consists of stock-based compensation in accordance with ASC 718
(d) Consists of depreciation, primarily on property, plant and equipment
 
 
Conceptus, Inc.
Reconciliation of Forward-Looking Guidance For Non-GAAP 
Financial Measures To Projected GAAP Net Income 
(Unaudited)
     
  Twelve Months Ending
  December 31, 2013
  From To
     
Net Income Guidance  $ 8,912  $ 10,712
     
Estimated Non-GAAP Guidance    
Interest and other income (expense), net (a)  4,953  4,953
Provision for income taxes  5,811  7,011
Amortization of intangibles (b)  3,578  3,578
Stock-based compensation (c)  7,542  7,542
Depreciation expense (d)  5,204  5,204
Adjustments to net income  $ 27,088  $ 28,288
     
Adjusted EBITDA  $ 36,000  $ 39,000
     
(a) Consists of interest from available-for-sale securities, interest expense associated with our convertible debt and corporate headquarters and foreign exchange currency transactions
(b) Consists of amortization of intangible assets, primarily licenses and customer relationships
(c) Consists of stock-based compensation in accordance with ASC 718
(d) Consists of depreciation, primarily on property, plant and equipment
     
CONTACT: Investor and Public Relations Contact:
         Lynn Pieper
         Westwicke Partners
         415-202-5678
         Lynn.pieper@westwicke.com

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