Conceptus(R) Reports First Quarter Financial Results

Conceptus(R) Reports First Quarter Financial Results

  *Worldwide sales of $34.1 million reflects growth of 17.5%
  *U.S. Essure^® sales grow 22.2%
  *Adjusted EBITDA reaches $7.7 million

MOUNTAIN VIEW, Calif., April 29, 2013 (GLOBE NEWSWIRE) -- Conceptus, Inc.
(Nasdaq:CPTS), developer of the Essure^® procedure, the leading non-surgical
permanent birth control method, today reported financial results for the three
month period ended March 31, 2013.

First Quarter Highlights

  *Total revenues reached $34.1 million for the first quarter of 2013,
    representing 17.5% growth over the prior year period. U.S. sales were
    $26.5 million, representing 21.7% growth over the prior year period.
    International sales were $7.6 million, representing 5.0% growth over the
    prior year period.
  *Gross margin for the first was 83.4% versus 82.2% in the first quarter of
    2012.
  *Operating expenses were $24.4 million for the first quarter of 2013,
    compared with $27.7 million for the first quarter of 2012.
  *Net income of $1.9 million, or $0.05 per fully diluted share for the first
    quarter of 2013, compared to a net loss of $2.8 million, or ($0.09) per
    share, for the first quarter of 2012. Adjusted earnings before interest,
    taxes, depreciation, amortization and stock-based compensation ("adjusted
    EBITDA") for the first quarter of 2013 were $7.7 million, compared with
    breakeven in the first quarter of 2012.
  *Cash, cash equivalents and investments were $87.0 million as of March 31,
    2013, an increase of $3.9 million from December 31, 2012.
  *Conceptus expanded US physician penetration by entering 341 physicians
    into preceptorship, certifying 83 physicians and transitioning 47
    physicians to performing Essure procedures in the office setting. To date,
    approximately 16,300 U.S. physicians have performed an Essure procedure.

"We are very pleased by our domestic and international financial performance
in the first quarter. Domestic Essure sales growth continued to improve with
22.2% growth, of which organic growth was 17.6%, and growth attributable to
sales in our former competitor's accounts was 4.6%," said D. Keith Grossman,
President and Chief Executive Officer of Conceptus. "We continue to be
encouraged by the ongoing progress we are making in commercial execution and
toward improving the profitability of the company."

Conference Call & Guidance

As a result of the previously announced merger agreement between Conceptus,
Bayer HealthCare LLC and Evelyn Acquisition Company, which contemplates a
tender offer by Bayer HealthCare to purchase all of Conceptus' common stock,
Conceptus will not be providing 2013 financial guidance, and has canceled the
previously-announced earnings call originally scheduled to begin at 4:30 p.m.
Eastern time on Tuesday, April 30, 2013.

Use of Non-GAAP Financial Measures

The Company has supplemented its GAAP net income/loss with a non-GAAP measure
of adjusted EBITDA. Management believes that this non-GAAP financial measure
provides useful supplemental information to management and investors regarding
the performance of the Company, facilitates a more meaningful comparison of
results for current periods with previous operating results, and assists
management in analyzing future trends, making strategic and business decisions
and establishing internal budgets and forecasts. A reconciliation of non-GAAP
adjusted EBITDA to GAAP net income/loss in the most directly comparable GAAP
measure is provided in the schedule below.

There are limitations in using this non-GAAP financial measure because it is
not prepared in accordance with GAAP and may be different from non-GAAP
financial measures used by other companies. This non-GAAP financial measure
should not be considered in isolation or as a substitute for GAAP financial
measures. Investors and potential investors should consider non-GAAP financial
measures only in conjunction with the Company's consolidated financial
statements prepared in accordance with GAAP and the reconciliations of the
non-GAAP financial measure provided in the schedule below.

About the Essure^® Procedure

The Essure procedure, FDA approved since 2002, is the only surgery-free and
hormone-free permanent birth control method that can be performed in the
comfort of a physician's office in less than 10 minutes (average hysteroscopic
time) without the risks associated with general anesthesia or tubal ligation.
Soft, flexible inserts are placed in a woman's fallopian tubes through the
cervix without incisions.Over the next three months, the body works with the
inserts to form a natural barrier in the fallopian tubes to prevent sperm from
reaching the egg.Three months after the Essure procedure, an Essure
Confirmation Test is given to confirm that the inserts are in place and that
the fallopian tubes are blocked, verifying that the patient can rely on Essure
for permanent birth control.

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
December31, 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  4,953             4,953
(a)
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 ourconvertible debt and corporate headquarters andforeign
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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