EX-99.1
Published on November 9, 2010
Exhibit 99.1
OPKO Announces Restatement of Financial Statements to Properly Account for Series D Convertible
Preferred Stock; No Impact on Cash, Revenues or Other Results from Operations
MIAMI, FL, November 9, 2010 OPKO Health, Inc. (NYSE Amex: OPK) announced today that that
management and the Audit Committee of the Companys Board of Directors concluded that the Companys
previously issued consolidated financial statements as of and for the year ended December 31, 2009,
and interim condensed consolidated financial statements for the quarterly and year-to-date periods
ended September 30, 2009 and as of March 31, 2010 and June 30, 2010 should not be relied upon due
to improper accounting treatment of its Series D Convertible Preferred Stock issued in September
2009 (the Preferred Stock).
To properly account for the Preferred Stock, the Company has restated its previously issued
consolidated financial statements as of and for the year ended December 31, 2009, and interim
condensed consolidated financial statements for the quarterly and year-to-date periods ended
September 30, 2009 and as of March 31, 2010 and June 30, 2010, in amendments to its Annual Report
on Form 10-K for the year ended December 31, 2009, and its Quarterly Reports on Form 10-Q for the
interim quarterly periods ended March, 31, 2010 and June 30, 2010, which will be filed today with
the SEC. The adjustments will result in changes to the Companys balance sheets at December 31,
2009, March 31, 2010 and June 30, 2010, and the Companys statement of operations for the quarter
and nine months ended September 30, 2009, and the year ended December 31, 2009, but will have no
impact on the Companys cash or results from operations. For more information please see the
Companys Current Report on Form 8-K also filed today with the SEC.
The Companys restated consolidated financial statements will reflect the following changes:
| Condensed Consolidated Summary Balance Sheets Information as of | |||||||||||||||||||||||||||||||||||||
| December 31, 2009 | March 31, 2010 | June 30, 2010 | |||||||||||||||||||||||||||||||||||
| As | As | As | |||||||||||||||||||||||||||||||||||
| (in thousands) | reported | Adjustment | Restated | reported | Adjustment | Restated | reported | Adjustment | Restated | ||||||||||||||||||||||||||||
Total Liabilities |
$ | 29,703 | $ | | $ | 29,703 | $ | 31,059 | $ | | $ | 31,059 | $ | 17,962 | $ | | $ | 17,962 | |||||||||||||||||||
Series D Preferred Stock |
| 26,128 | 26,128 | | 26,128 | 26,128 | | 26,128 | 26,128 | ||||||||||||||||||||||||||||
Shareholders equity
Series A Preferred Stock |
10 | | 10 | 10 | | 10 | 10 | | 10 | ||||||||||||||||||||||||||||
Series D Preferred Stock |
12 | (12 | ) | 0 | 12 | (12 | ) | 0 | 12 | (12 | ) | 0 | |||||||||||||||||||||||||
Common Stock |
2,538 | | 2,538 | 2,552 | | 2,552 | 2,553 | | 2,553 | ||||||||||||||||||||||||||||
Treasury Stock |
(61 | ) | | (61 | ) | (61 | ) | | (61 | ) | (61 | ) | | (61 | ) | ||||||||||||||||||||||
Additional paid-in
capital |
393,144 | (26,116 | ) | 367,028 | 396,338 | (26,116 | ) | 370,222 | 397,898 | (26,116 | ) | 371,782 | |||||||||||||||||||||||||
Accumulated deficit |
(339,229 | ) | | (339,229 | ) | (343,976 | ) | | (343,976 | ) | (350,251 | ) | | (350,251 | ) | ||||||||||||||||||||||
Cumulative translation
adjustment |
1,313 | | 1,313 | 969 | | 969 | (108 | ) | | (108 | ) | ||||||||||||||||||||||||||
Total shareholders
equity |
57,727 | (26,128 | ) | 31,599 | 55,844 | (26,128 | ) | 29,716 | 50,053 | (26,128 | ) | 23,935 | |||||||||||||||||||||||||
Total liabilities and
shareholders equity |
$ | 87,430 | $ | | $ | 87,430 | $ | 86,903 | $ | | $ | 86,903 | $ | 68,015 | $ | | $ | 68,015 | |||||||||||||||||||
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| Condensed Consolidated Summary Statements of Operations Information | ||||||||||||||||||||||||||||||||||||
| For the three months ended | For the nine months ended | For the year ended | ||||||||||||||||||||||||||||||||||
| September 30, 2009 | September 30, 2009 | December 31, 2009 | ||||||||||||||||||||||||||||||||||
| (in thousands) | As reported | Adjustment | Restated | As reported | Adjustment | Restated | As reported | Adjustment | Restated | |||||||||||||||||||||||||||
Net loss |
$ | (6,354 | ) | $ | | $ | (6,354 | ) | $ | (21,027 | ) | $ | | $ | (21,027 | ) | $ | (30,113 | ) | $ | | $ | (30,113 | ) | ||||||||||||
Preferred stock
dividend |
(72 | ) | (3,872 | ) | (3,944 | ) | (188 | ) | (3,872 | ) | (4,060 | ) | (846 | ) | (3,872 | ) | (4,718 | ) | ||||||||||||||||||
Net loss
attributable to
common shareholders |
$ | (6,426 | ) | (3,872 | ) | $ | (10,298 | ) | $ | (21,215 | ) | (3,872 | ) | $ | (25,087 | ) | $ | (30,959 | ) | (3,872 | ) | $ | (34,831 | ) | ||||||||||||
Basic and diluted
loss per share |
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.13 | ) | $ | (0.02 | ) | $ | (0.15 | ) | |||||||||
Weighted average
number of common
shares outstanding,
basic and diluted |
252,986,149 | 252,986,149 | 226,273,290 | 226,273,290 | 233,191,617 | 233,191,617 | ||||||||||||||||||||||||||||||
About OPKO Health, Inc.
Miami-based OPKO is a specialty healthcare company involved in the discovery, development, and
commercialization of proprietary pharmaceutical products, medical devices, vaccines, diagnostic
technologies and imaging systems. Initially focused on the treatment and management of ophthalmic
diseases, OPKO has since expanded into other areas of major unmet medical need.
Forward-Looking Statements
This press release contains forward-looking statements, as that term is defined under the Private
Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such
as expects, plans, projects, will, may, anticipates, believes, should, intends,
estimates, and other words of similar meaning, including statements regarding, among others,
those related to the timing of the completion of the restatement of the Companys financial
statements, and the filing of amended reports on Forms 10-Q/A and 10-K/A. Many factors could cause
our actual activities or results to differ materially from the activities and results anticipated
in forward-looking statements. These factors include those described in our filings with the
Securities and Exchange Commission, as well as risks inherent in financial restatements. In
addition, forward-looking statements may also be adversely affected by general market factors,
competitive product development, product availability, federal and state regulations and
legislation, the regulatory process for new products and indications, manufacturing issues that may
arise, patent positions and litigation, among other factors. The
forward-looking statements contained in this press release speak only as of the date the statements
were made, and we do not undertake any obligation to update forward-looking statements, except as
required by law. We intend that all forward-looking statements be subject to the safe-harbor
provisions of the PSLRA.
Steven D. Rubin, OPKO Health, Inc. (305) 575-6015
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