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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004.



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 0-27422



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ArthroCare Corporation

(Exact name of registrant as specified in its charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 94-3180312                          
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



680 Vaqueros Avenue

Sunnyvale, California 94085

(Address of principal executive offices)



(408) 736-0224

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No ̈.



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Exchange

Act Rule 12b-2).    Yes  x     No ̈.



The number of shares outstanding of the registrants common stock as of October 29, 2004 was 21,650,341.



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ARTHROCARE CORPORATION



INDEX



|                                   |  |                                                                                                                        |  |     
|---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | ----
|                                   |  |                                                                                                                        |  | Page
|PART I:     
Financial Information |  |                                                                                                                       
|                                   |  |                                                                                                                       
|Item 1.                            |  | Financial Statements (unaudited)                                                                                       |  |     
|                                   |  |                                                                                                                       
|                                   |  | Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003                                   |  | 1   
|                                   |  |                                                                                                                       
|                                   |  | Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2004 and 2003 |  | 2   
|                                   |  |                                                                                                                       
|                                   |  | Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2004 and 2003           |  | 3   
|                                   |  |                                                                                                                       
|                                   |  | Notes to Condensed Consolidated Financial Statements                                                                   |  | 4   
|                                   |  |                                                                                                                       
|Item 2.                            |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 12  
|                                   |  |                                                                                                                       
|Item 3.                            |  | Quantitative and Qualitative Disclosures About Market Risk                                                             |  | 24  
|                                   |  |                                                                                                                       
|Item 4.                            |  | Controls and Procedures                                                                                                |  | 25  
|                                   | 
|PART II:   
Other Information      |  |                                                                                                                       
|                                   |  |                                                                                                                       
|Item 1.                            |  | Legal Proceedings                                                                                                      |  | 26  
|                                   |  |                                                                                                                       
|Item 6.                            |  | Exhibits                                                                                                               |  | 26  
|                                   |  |                                                                                                                       
|                                   |  | Signatures                                                                                                             |  | 27  



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|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|Part I. FINANCIAL INFORMATION Item 1. Financial Statements  ARTHROCARE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) | 
|                                                                                                                                        |  | September 30,2004 |         |   | December 31, 2003 |  
|                                                                                                                                        |  | (Unaudited)       |         |   |                   |  
|ASSETS                                                                                                                                  |  |                   |         |   |                   |   |         |  
|Current assets:                                                                                                                         |  |                   |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                               |  | $                 | 18,450  |   |                   | $ | 20,890  |  
|Accounts receivable, net of allowances of $580 in 2004 and $289 in 2003                                                                 |  |                   | 27,908  |   |                   |   | 24,122  |  
|Inventories                                                                                                                             |  |                   | 37,203  |   |                   |   | 33,072  |  
|Prepaid expenses and other current assets                                                                                               |  |                   | 9,030   |   |                   |   | 6,921   |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total current assets                                                                                                                    |  |                   | 92,591  |   |                   |   | 85,005  |  
|                                                                                                                                        |  |                  
|Available-for-sale securities                                                                                                           |  |                   |        |   |                   |   | 10,428  |  
|Property and equipment, net                                                                                                             |  |                   | 27,640  |   |                   |   | 23,493  |  
|Related party receivables                                                                                                               |  |                   | 1,075   |   |                   |   | 1,205   |  
|Intangible assets                                                                                                                       |  |                   | 13,158  |   |                   |   | 5,864   |  
|Goodwill                                                                                                                                |  |                   | 28,423  |   |                   |   | 10,383  |  
|Other assets                                                                                                                            |  |                   | 5,379   |   |                   |   | 1,760   |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total assets                                                                                                                            |  | $                 | 168,266 |   |                   | $ | 138,138 |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                    |  |                   |         |   |                   |   |         |  
|Current liabilities:                                                                                                                    |  |                   |         |   |                   |   |         |  
|Accounts payable                                                                                                                        |  | $                 | 7,254   |   |                   | $ | 6,808   |  
|Accrued liabilities                                                                                                                     |  |                   | 11,383  |   |                   |   | 5,204   |  
|Accrued compensation                                                                                                                    |  |                   | 6,101   |   |                   |   | 5,323   |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total current liabilities                                                                                                               |  |                   | 24,738  |   |                   |   | 17,335  |  
|                                                                                                                                        |  |                  
|Other liabilities                                                                                                                       |  |                   | 3,825   |   |                   |   | 155     |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total liabilities                                                                                                                       |  |                   | 28,563  |   |                   |   | 17,490  |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Commitments and contingencies: (Note 9)                                                                                                 |  |                   |         |   |                   |   |         |  
|                                                                                                                                        |  |                  
|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: 21,746 shares in 2004 and 21,025 shares in 2003                                                                 |  |                   | 22      |   |                   |   | 21      |  
|Treasury stock: 2,704 shares in 2004 and 2003                                                                                           |  |                   | (42,158 | ) |                   |   | (42,158 | )
|Additional paid-in capital                                                                                                              |  |                   | 167,752 |   |                   |   | 156,283 |  
|Deferred stock-based compensation                                                                                                       |  |                   | (1,882  | ) |                   |   | (951    | )
|Accumulated other comprehensive loss                                                                                                    |  |                   | (657    | ) |                   |   | (836    | )
|Retained earnings                                                                                                                       |  |                   | 16,626  |   |                   |   | 8,289   |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total stockholders equity                                                                                                              |  |                   | 139,703 |   |                   |   | 120,648 |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                              |  | $                 | 168,266 |   |                   | $ | 138,138 |  
|                                                                                                                                        |  |                   |         |   |                   |   |         |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



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ARTHROCARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)



|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|------------------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------ |  | ---- | ------- |  | - | ------
|                                                        |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|                                                        |  | 2004                             |        | 2003                            |   | 2004   |  | 2003
|Revenues:                                               |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Product sales                                           |  | $                                | 36,811 |                                 | $ | 28,559 |  | $    | 107,007 |  | $ | 83,409
|Royalties, fees and other                               |  |                                  | 1,383  |                                 |   | 881    |  |      | 4,441   |  |   | 2,933 
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Total revenues                                          |  |                                  | 38,194 |                                 |   | 29,440 |  |      | 111,448 |  |   | 86,342
|                                                        |  |                                  |        |                                
|Cost of product sales                                   |  |                                  | 12,139 |                                 |   | 9,066  |  |      | 36,373  |  |   | 26,325
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Gross profit                                            |  |                                  | 26,055 |                                 |   | 20,374 |  |      | 75,075  |  |   | 60,017
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Operating expenses:                                     |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Research and development                                |  |                                  | 3,189  |                                 |   | 3,068  |  |      | 9,840   |  |   | 8,321 
|Sales and marketing                                     |  |                                  | 13,916 |                                 |   | 11,573 |  |      | 42,332  |  |   | 34,611
|General and administrative                              |  |                                  | 4,305  |                                 |   | 3,289  |  |      | 11,925  |  |   | 11,982
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Total operating expenses                                |  |                                  | 21,410 |                                 |   | 17,930 |  |      | 64,097  |  |   | 54,914
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Income from operations                                  |  |                                  | 4,645  |                                 |   | 2,444  |  |      | 10,978  |  |   | 5,103 
|Interest and other income, net                          |  |                                  | 316    |                                 |   | 591    |  |      | 443     |  |   | 1,636 
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Income before income tax provision                      |  |                                  | 4,961  |                                 |   | 3,035  |  |      | 11,421  |  |   | 6,739 
|Income tax provision                                    |  |                                  | 1,340  |                                 |   | 941    |  |      | 3,084   |  |   | 2,089 
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Net income                                              |  | $                                | 3,621  |                                 | $ | 2,094  |  | $    | 8,337   |  | $ | 4,650 
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Basic net income per share                              |  | $                                | 0.17   |                                 | $ | 0.10   |  | $    | 0.39    |  | $ | 0.22  
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Shares used in calculating basic net income per share   |  |                                  | 21,411 |                                 |   | 20,650 |  |      | 21,203  |  |   | 20,908
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Diluted net income per share                            |  | $                                | 0.16   |                                 | $ | 0.10   |  | $    | 0.36    |  | $ | 0.21  
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Shares used in calculating diluted net income per share |  |                                  | 23,194 |                                 |   | 21,796 |  |      | 22,926  |  |   | 21,740
|                                                        |  |                                  |        |                                 |   |        |  |      |         |  |   |       



The accompanying notes
are an integral part of these condensed consolidated financial statements.



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ARTHROCARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                     |  |                                 |         |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                     |  | Nine Months Ended September 30, |        
|                                                                                     |  | 2004                            |         |   | 2003 |  
|                                                                                     |  | (Unaudited)                     |        
|Cash flows from operating activities:                                                |  |                                 |         |   |      |   |         |  
|Net income                                                                           |  | $                               | 8,337   |   |      | $ | 4,650   |  
|Adjustments to reconcile net income to net cash provided by operating activities:    |  |                                 |         |   |      |   |         |  
|Depreciation and amortization                                                        |  |                                 | 9,614   |   |      |   | 7,523   |  
|Loss on disposition of equipment                                                     |  |                                 | 85      |   |      |   | 5       |  
|Provision for doubtful accounts and product returns                                  |  |                                 | 357     |   |      |   |        |  
|Provision for excess and obsolete inventory                                          |  |                                 | 247     |   |      |   | 227     |  
|Realized gain on sale of long-term investment                                        |  |                                 | (333    | ) |      |   |        |  
|Stock compensation expense                                                           |  |                                 | 569     |   |      |   | 366     |  
|Deferred rent                                                                        |  |                                 | 6       |   |      |   | 38      |  
|Changes in operating assets and liabilities, net of assets and liabilities acquired: |  |                                 |         |   |      |   |         |  
|Accounts receivable                                                                  |  |                                 | (4,030  | ) |      |   | (987    | )
|Inventories                                                                          |  |                                 | (3,158  | ) |      |   | (9,738  | )
|Prepaid expenses and other current assets                                            |  |                                 | (2,024  | ) |      |   | (462    | )
|Other assets                                                                         |  |                                 | 134     |   |      |   | (41     | )
|Accounts payable                                                                     |  |                                 | 728     |   |      |   | 275     |  
|Accrued liabilities                                                                  |  |                                 | 788     |   |      |   | (1,566  | )
|Income taxes payable                                                                 |  |                                 | 1,589   |   |      |   | 2,202   |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Net cash provided by operating activities                                            |  |                                 | 12,909  |   |      |   | 2,492   |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Cash flows from investing activities:                                                |  |                                 |         |   |      |   |         |  
|Purchases of property and equipment                                                  |  |                                 | (11,441 | ) |      |   | (9,485  | )
|Purchases of intangible assets                                                       |  |                                 |        |   |      |   | (2,150  | )
|Payment for purchase of MDA, net of cash acquired                                    |  |                                 | (24,694 | ) |      |   |        |  
|Payment for purchase of Atlantech Austria, net of cash acquired                      |  |                                 |        |   |      |   | (630    | )
|Purchases of available-for-sale securities                                           |  |                                 | (50,932 | ) |      |   | (32,170 | )
|Sales or maturities of available-for-sale securities                                 |  |                                 | 61,855  |   |      |   | 44,337  |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Net cash used in investing activities                                                |  |                                 | (25,212 | ) |      |   | (98     | )
|                                                                                     |  |                                 |         |   |      |   |         |  
|Cash flows from financing activities:                                                |  |                                 |         |   |      |   |         |  
|Purchase of treasury stock                                                           |  |                                 |        |   |      |   | (11,262 | )
|Repayment on loan from bank                                                          |  |                                 | (15,000 | ) |      |   | (49     | )
|Proceeds from loan from bank, net of issuance costs                                  |  |                                 | 14,915  |   |      |   |        |  
|Proceeds from issuance of common stock, net of issuance costs                        |  |                                 | 461     |   |      |   | 352     |  
|Proceeds from exercise of options to purchase common stock                           |  |                                 | 9,509   |   |      |   | 1,487   |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                  |  |                                 | 9,885   |   |      |   | (9,472  | )
|                                                                                     |  |                                 |         |   |      |   |         |  
|Effect of exchange rate on changes in cash                                           |  |                                 | (22     | ) |      |   | 17      |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                            |  |                                 | (2,440  | ) |      |   | (7,061  | )
|Cash and cash equivalents, beginning of period                                       |  |                                 | 20,890  |   |      |   | 40,753  |  
|                                                                                     |  |                                 |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                             |  | $                               | 18,450  |   |      | $ | 33,692  |  
|                                                                                     |  |                                 |         |   |      |   |         |  



The accompanying notes
are an integral part of these condensed consolidated financial statements.



The above condensed consolidated statements of cash flows and the end of period cash and cash equivalents balances do not include long-term available-for-sale securities of (in thousands) $0 and $10,428 at September 30, 2004 and December
31, 2003, respectively.



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ARTHROCARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Formation and Business of the Company:



ArthroCare Corporation (ArthroCare, we or the company) was incorporated on April 29, 1993 and our principal operations
commenced in August 1995. We design, develop, manufacture and market medical devices for use in soft-tissue surgery. Our products are based on our patented soft-tissue surgical controlled ablation technology, which we call Coblation technology.
Coblation technology involves an innovative use of a non-thermal process, and has the capability of performing at temperatures lower than traditional electrosurgical tools. Our strategy includes applying Coblation technology to a broad range of
soft-tissue surgical markets, including sports medicine, spinal surgery, neurosurgery, cosmetic surgery, ear, nose and throat (ENT) surgery, gynecology, urology, general surgery and various cardiology applications. We are a global company with
manufacturing facilities in the United States and Costa Rica and sales offices in the United States and Europe.



On November 12, 2004, we executed an agreement and plan of merger with Opus Medical, Inc. (Opus) under which we acquired Opus for an initial
payment of $90.0 million, consisting of approximately $30.0 million in cash and approximately $60.0 million in ArthroCare common stock, plus subsequent future payments in cash or common stock aggregating up to $40.0 million, plus additional future
payments contingent upon the achievement of certain 2005 net revenue goals. Opus Medical develops, manufactures and markets a new patented suture management and knotless anchoring technology for the total arthroscopic repair of rotator cuff and
other soft tissue injuries.



2. Basis of Presentation:



We have prepared the accompanying condensed consolidated financial
statements in accordance with accounting principles generally accepted in the United States of America, and in accordance with the rules and regulations of Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange
Commission. Certain items relating to the classification of foreign exchange gains and losses on inventory transfers have been reclassified in the statement of operations for the nine months ended September 30, 2004 to conform to the prior year
presentation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position, results
of operations and cash flows of ArthroCare and its subsidiaries for the periods indicated.



Interim results of operations are not necessarily indicative of the results to be expected for the full year or any other interim periods. These condensed consolidated financial statements should be read in
conjunction with the notes to the consolidated financial statements contained in our Form 10-K for the year ended December 31, 2003. The balance sheet at December 31, 2003 was derived from our audited consolidated financial statements as of that
date; however, the accompanying financial statements do not include all annual disclosures required by accounting principles generally accepted in the United States of America.



3. MDA Acquisition:



On January 28, 2004, we completed our acquisition of Medical Device Alliance Inc. (MDA) and its majority-owned subsidiary Parallax Medical,
Inc. (Parallax) for a total of $27.3 million, including consideration and estimates of acquisition-related expenses, net of cash acquired, of which $3.8 million remained unpaid as of September 30, 2004. In addition, ArthroCare will make
a payment in 2006 to former MDA shareholders relating to net revenue on the sale of certain of MDAs products during the 2005 calendar year. The amount of the payment will be a multiple of revenues related to the MDA technology, less
consideration already paid and certain other holdbacks. Parallax owned a technology for the treatment of vertebral compression fractures and we intend to market the products based on this technology as a complement to our Coblation spine solutions.



The MDA acquisition was accounted for using the purchase
method of accounting. The net purchase price included the original purchase price and contingent consideration based on the net assets acquired. The original purchase price was paid in January 2004. The majority of the contingent consideration was
paid in April 2004. Under the purchase



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method of accounting, the purchase price was allocated to the assets acquired, including intangible assets, and
liabilities assumed based on the estimated fair values at the date of the acquisition. The value of assets and liabilities was estimated based on purchase price and future intended use. The value of intangible assets was estimated based on estimated
future benefits of the various intangible assets acquired. The excess of the purchase price over the fair value of assets acquired and liabilities assumed has been recorded as goodwill. The premium paid for the acquisition over the valuation of the
identifiable assets was based on managements belief that MDAs technology for bone access, percutaneous injection of bone cement and bone augmentation in the spine were of significant strategic importance in our expanded interventional
spine strategy and to create a multi-procedure interventional spine business. Operating results from the acquired businesses are included in the consolidated statements of operations from the date of acquisition.



The fair value of the assets acquired and liabilities assumed is as follows
(in thousands):



|                                                                            |  |   |        |  
|--------------------------------------------------------------------------- |  | - | ------ | -
|Tangible assets (primarily inventory, fixed assets and accounts receivable) |  | $ | 2,339  |  
|Intangible assets                                                           |  |   | 9,160  |  
|Deferred tax assets                                                         |  |   | 3,600  |  
|Goodwill                                                                    |  |   | 18,032 |  
|Liabilities assumed                                                         |  |   | (2,053 | )
|Deferred tax liabilities                                                    |  |   | (3,795 | )
|                                                                            |  |   |        |  
|Total purchase price, net of cash acquired                                  |  | $ | 27,283 |  
|                                                                            |  |   |        |  



Pro Forma Results (unaudited)



The following table reflects the unaudited pro forma
results of operations of ArthroCare assuming that the acquisition had occurred on January 1, 2004 or 2003, respectively. These unaudited pro forma results of operations have been prepared for illustrative purposes only. This information does not
purport to represent what the actual results of operations of ArthroCare would have been if the merger had actually occurred on the dates assumed and does not necessarily indicate what ArthroCares future operating results will be (in
thousands, except per share data).



|                                       |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|-------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------ |  | ---- | ------- |  | - | ------
|                                       |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|                                       |  | 2004                             |        | 2003                            |   | 2004   |  | 2003
|Pro forma total revenues               |  | $                                | 38,194 |                                 | $ | 31,702 |  | $    | 112,121 |  | $ | 92,606
|                                       |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Pro forma net income                   |  | $                                | 3,621  |                                 | $ | 1,128  |  | $    | 7,919   |  |   | 2,194 
|                                       |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Pro forma basic net income per share   |  | $                                | 0.17   |                                 | $ | 0.05   |  | $    | 0.38    |  | $ | 0.10  
|                                       |  |                                  |        |                                 |   |        |  |      |         |  |   |       
|Pro forma diluted net income per share |  | $                                | 0.16   |                                 | $ | 0.05   |  | $    | 0.35    |  | $ | 0.10  
|                                       |  |                                  |        |                                 |   |        |  |      |         |  |   |       



4. Stock-Based Compensation:



We account for stock-based employee compensation using
the intrinsic value method of accounting. Under the intrinsic value method of accounting, employee stock-based compensation expense is based on the difference, if any, on the date of the grant between the fair value of the Companys stock and
the exercise price of the award.



We account for stock options
issued to non-employees using the fair value method of accounting. Non-employee stock-based compensation expense is recognized over the four-year vesting period of the options granted. Non-employee stock-based compensation expense was $60,000 and
$44,000 for the three months ended September 30, 2004 and 2003, respectively, and $108,000 and $451,000 for the nine months ended September 30, 2004 and 2003, respectively. This stock-based compensation expense is included in sales and marketing and
research and development expense.



Weighted-average assumptions
used in determining the fair value of non-employee stock option grants using the Black-Scholes pricing model, were as follows for all periods presented:



|                         |  |      |  
|------------------------ |  | ---- | -
|Risk-free interest rate  |  | 2.92 | %
|Expected life (in years) |  | 5    |  
|Expected dividends       |  |     |  
|Expected volatility      |  | 70   | %



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##### Table of Contents

Had employee stock-based compensation been determined based on the fair value method as opposed to the
intrinsic value method, the companys net income (loss), net income (loss) per share and fully diluted net income (loss) per share for the three and nine months ended September 30, 2004 and 2003 would have been as follows (in thousands, except
per share data):



|                                                                                                             |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                             |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                                                             |  | 2004                            |        |   | 2003                           |   |        | 2004 |  |   | 2003   |  
|Net incomeas reported                                                                                       |  | $                               | 3,621  |   |                                | $ | 2,094  |      |  | $ | 8,337  |   |  | $ | 4,650  |  
|Employee stock-based compensation expense determined under the fair value method, net of related tax effects |  |                                 | (2,854 | ) |                                |   | (3,295 | )    |  |   | (9,042 | ) |  |   | (9,315 | )
|                                                                                                             |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income (loss)                                                                                  |  | $                               | 767    |   |                                | $ | (1,201 | )    |  | $ | (705   | ) |  | $ | (4,665 | )
|                                                                                                             |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) per share:                                                                                 |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Basicas reported                                                                                            |  | $                               | 0.17   |   |                                | $ | 0.10   |      |  | $ | 0.39   |   |  | $ | 0.22   |  
|Basicpro forma                                                                                              |  | $                               | 0.04   |   |                                | $ | (0.06  | )    |  | $ | (0.03  | ) |  | $ | (0.22  | )
|Dilutedas reported                                                                                          |  | $                               | 0.16   |   |                                | $ | 0.10   |      |  | $ | 0.36   |   |  | $ | 0.21   |  
|Dilutedpro forma                                                                                            |  | $                               | 0.03   |   |                                | $ | (0.06  | )    |  | $ | (0.03  | ) |  | $ | (0.22  | )



Restricted Stock



On April 1, 2004, we issued 70,650 shares of restricted
stock to certain members of management. In connection with the issuance of these shares, we recorded $1.7 million of deferred compensation which will be amortized to compensation expense over the three-year vesting period of the restricted shares.



5. Computation of Net Income Per Share:



Basic net income per share is computed using the weighted-average number of
shares of common stock outstanding less weighted-average restricted stock outstanding. Diluted net income per share is computed using the weighted-average number of shares of common stock outstanding and potential shares of common stock when they
are dilutive. The following is a reconciliation of the weighted-average number of shares used in the calculation of basic and diluted net income per share (in thousands, except per share data):



|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|------------------------------------------------------------------------ |  | -------------------------------- | -------------- | ------------------------------- | - | -------------- |  | ---- | -------------- |  | - | --------------
|                                                                         |  | Three Months Ended September 30, |                | Nine Months Ended September 30,
|                                                                         |  | 2004                             |                | 2003                            |   | 2004           |  | 2003
|Net income                                                               |  | $                                | 3,621          |                                 | $ | 2,094          |  | $    | 8,337          |  | $ | 4,650         
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Basic:                                                                   |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Weighted-average shares outstanding                                      |  |                                  | 21,411         |                                 |   | 20,650         |  |      | 21,203         |  |   | 20,908        
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Basic net income per share                                               |  | $                                | 0.17           |                                 | $ | 0.10           |  | $    | 0.39           |  | $ | 0.22          
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Diluted:                                                                 |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Weighted-average shares outstanding used in basic calculation            |  |                                  | 21,411         |                                 |   | 20,650         |  |      | 21,203         |  |   | 20,908        
|Dilutive effect of outstanding options                                   |  |                                  | 1,702          |                                 |   | 1,051          |  |      | 1,651          |  |   | 752           
|Dilutive effect of unvested restricted stock                             |  |                                  | 81             |                                 |   | 67             |  |      | 72             |  |   | 56            
|Dilutive effect of outstanding warrants                                  |  |                                  |               |                                 |   | 28             |  |      |               |  |   | 24            
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Weighted-average shares and equivalents                                  |  |                                  | 23,194         |                                 |   | 21,796         |  |      | 22,926         |  |   | 21,740        
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Diluted net income per share                                             |  | $                                | 0.16           |                                 | $ | 0.10           |  | $    | 0.36           |  | $ | 0.21          
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Options excluded from calculation as their effect would be anti-dilutive |  |                                  | 771            |                                 |   | 2,251          |  |      | 811            |  |   | 2,780         
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               
|Price range of excluded options                                          |  | $                                | 25.79 - $48.56 |                                 | $ | 17.06 - $48.56 |  | $    | 24.56 - $48.56 |  | $ | 14.20 - $48.56
|                                                                         |  |                                  |                |                                 |   |                |  |      |                |  |   |               



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##### Table of Contents

6. Comprehensive Income:



The components of comprehensive income were as follows (in thousands):



|                                                                                                               |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                               |  | Three Months EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|                                                                                                               |  | 2004                            |       |   | 2003                           |   |       | 2004 |  |   | 2003  |  
|Net income                                                                                                     |  | $                               | 3,621 |   |                                | $ | 2,094 |      |  | $ | 8,337 |   |  | $ | 4,650 |  
|Unrealized gains(losses) on available-for-sale securities arising during the period, net of tax                |  |                                 | 37    |   |                                |   |      |      |  |   | 275   |   |  |   | 556   |  
|Less: Reclassification adjustment for gains on available-for-sale securities, net of tax, included in earnings |  |                                 |      |   |                                |   |      |      |  |   | (113  | ) |  |   | (587  | )
|Foreign currency translation adjustment                                                                        |  |                                 | (24   | ) |                                |   | (111  | )    |  |   | (4    | ) |  |   | 6     |  
|                                                                                                               |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Comprehensive net income                                                                                       |  | $                               | 3,634 |   |                                | $ | 1,983 |      |  | $ | 8,495 |   |  | $ | 4,625 |  
|                                                                                                               |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  



7. Inventories:(in thousands):



|                |  |                    |        |                   |   |       
|--------------- |  | ------------------ | ------ | ----------------- | - | ------
|                |  | September 30, 2004 |        | December 31, 2003
|Raw materials   |  | $                  | 11,511 |                   | $ | 9,451 
|Work-in-process |  |                    | 4,416  |                   |   | 6,062 
|Finished goods  |  |                    | 21,276 |                   |   | 17,559
|                |  |                    |        |                   |   |       
|Total           |  | $                  | 37,203 |                   | $ | 33,072
|                |  |                    |        |                   |   |       



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8. Intangible Assets:



Intangible assets resulting from acquisitions are estimates based on independent fair value assessments. Other intangible assets are valued at the amount
paid for the assets. Intangible assets consist of the following (in thousands):



|                              |  |                  |        |   |           |   |        |              |  |   |           |   |  |                   |      |   |  |   |        |  
|----------------------------- |  | ---------------- | ------ | - | --------- | - | ------ | ------------ |  | - | --------- | - |  | ----------------- | ---- | - |  | - | ------ | -
|                              |  | December 31,2003 |        |   | Additions |   |        | June 30,2004 |  |   | Additions |   |  | September 30,2004 |     
|Distribution/customer network |  | $                | 2,900  |   |           | $ | 800    |              |  | $ | 3,700     |   |  | $                 |     |   |  | $ | 3,700  |  
|OEM contractual agreements    |  |                  | 1,100  |   |           |   | 60     |              |  |   | 1,160     |   |  |                   |     |   |  |   | 1,160  |  
|Patents                       |  |                  | 200    |   |           |   | 1,800  |              |  |   | 2,000     |   |  |                   |     |   |  |   | 2,000  |  
|Trade names/trademarks        |  |                  | 700    |   |           |   | 600    |              |  |   | 1,300     |   |  |                   |     |   |  |   | 1,300  |  
|Employment agreements         |  |                  | 300    |   |           |   |       |              |  |   | 300       |   |  |                   |     |   |  |   | 300    |  
|Non-competition agreements    |  |                  | 100    |   |           |   | 200    |              |  |   | 300       |   |  |                   |     |   |  |   | 300    |  
|Distributor agreements        |  |                  | 450    |   |           |   |       |              |  |   | 450       |   |  |                   |     |   |  |   | 450    |  
|Intellectual property rights  |  |                  | 1,700  |   |           |   | 5,700  |              |  |   | 7,400     |   |  |                   |     |   |  |   | 7,400  |  
|                              |  |                  |        |   |           |   |        |              |  |   |           |   |  |                   |      |   |  |   |        |  
|Gross intangible assets       |  |                  | 7,450  |   |           |   | 9,160  |              |  |   | 16,610    |   |  |                   |     |   |  |   | 16,610 |  
|Accumulated amortization      |  |                  | (1,586 | ) |           |   | (1,203 | )            |  |   | (2,789    | ) |  |                   | (663 | ) |  |   | (3,452 | )
|                              |  |                  |        |   |           |   |        |              |  |   |           |   |  |                   |      |   |  |   |        |  
|Net intangible assets         |  | $                | 5,864  |   |           | $ | 7,957  |              |  | $ | 13,821    |   |  | $                 | (663 | ) |  | $ | 13,158 |  
|                              |  |                  |        |   |           |   |        |              |  |   |           |   |  |                   |      |   |  |   |        |  



Intangible assets
acquired in the first quarter of 2004 relate to the acquisition of Medical Device Alliance Inc. Newly acquired customer networks are being amortized on a straight-line basis over a five-year estimated useful life. Newly acquired contractual
agreements are being amortized on a straight-line basis over a two-year estimated useful life. Newly acquired patents, trade names and trademarks, and intellectual property rights are being amortized over an eight year estimated useful life. Newly
acquired non-competition agreements are being amortized on a straight-line basis over the three-year contract lives.



Estimated future amortization expense for all intangible assets is as follows (in thousands):



|                    |  |   |       
|------------------- |  | - | ------
|2004 (3 months)     |  | $ | 662   
|2005                |  |   | 2,634 
|2006                |  |   | 2,523 
|2007                |  |   | 2,297 
|2008                |  |   | 1,474 
|2009 and thereafter |  |   | 3,568 
|                    |  |   |       
|Total               |  | $ | 13,158
|                    |  |   |       



9. Commitments and Contingencies:



Operating Leases



We lease most of our facilities and certain equipment under operating
leases. We recognize rent expense on a straight-line basis over the lease term. At September 30, 2004, total future minimum lease payments are as follows (in thousands):



|                    |  |   |      
|------------------- |  | - | -----
|2004 (3 months)     |  | $ | 556  
|2005                |  |   | 2,072
|2006                |  |   | 2,012
|2007 and thereafter |  |   | 425  
|                    |  |   |      
|Total               |  | $ | 5,065
|                    |  |   |      



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Warranties



We generally provide customers with a limited 90-day warranty on devices sold and a limited 1-year warranty on controller
units sold. We accrue for the estimated cost of product warranties at the time revenue is recognized. Our warranty obligation is impacted by product failure rates, material usage and service delivery costs incurred in correcting a product failure.
We periodically evaluate and adjust the warranty reserve to the extent actual warranty expense varies from the original estimates. The activity in our warranty accrual for the three and nine months ended September 30, 2004 and 2003 was as follows
(in thousands):



|                                                 |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|------------------------------------------------ |  | -------------------------------- | ---- | - | ------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                 |  | Three Months Ended September 30, |      |   | Nine Months Ended September 30, |  
|                                                 |  | 2004                             |      |   | 2003                            |   |      | 2004 |  |   | 2003 |  
|Balance at beginning of period                   |  | $                                | 232  |   |                                 | $ | 294  |      |  | $ | 252  |   |  | $ | 243  |  
|Accruals for warranties issued during the period |  |                                  | 108  |   |                                 |   | 214  |      |  |   | 519  |   |  |   | 503  |  
|Warranty costs during the period                 |  |                                  | (108 | ) |                                 |   | (149 | )    |  |   | (539 | ) |  |   | (387 | )
|                                                 |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  
|Balance at end of period                         |  | $                                | 232  |   |                                 | $ | 359  |      |  | $ | 232  |   |  | $ | 359  |  
|                                                 |  |                                  |      |   |                                 |   |      |      |  |   |      |   |  |   |      |  



Litigation



We are involved in litigation and other legal matters
arising in the normal course of business.



On July 25, 2001,
ArthroCare filed a lawsuit against Smith & Nephew, Inc. (the Defendant) in the United States District Court of Delaware. The lawsuit alleges, among other things, that the Defendant has been, and is currently, infringing three patents
issued to ArthroCare. Specifically, the Defendant uses, imports, markets and sells electrosurgical products under the names of Dyonics Control RF System, ElectroBlade and Saphyre that infringe these patents. ArthroCare seeks the following remedies: (1) a judgment that the Defendant has infringed
these patents; (2) a permanent injunction precluding the Defendant from using, importing, marketing and selling the above-referenced products; and (3) an award of damages (including attorneys fees) to compensate us for lost profits and
Defendants use of our inventions with the damages to be trebled because of the Defendants willful infringement. On May 12, 2003, the jury held that the use, manufacture and sale of the Dyonics Control RF System, the ElectroBlade and the
Saphyre RF electrosurgical devices infringed all
16 asserted claims of the three patents in suit. In addition, the jury upheld the validity of all 16 asserted claims. The court entered this verdict in June 2003. The court is to hold a second trial to award damages to us for the infringing activity
of the Defendant. On March 10, 2004, the U.S. District Court in Delaware granted ArthroCares motion for permanently enjoining Smith & Nephew from manufacturing, using or selling in the United States surgical devices (the Saphyre, Dyonics Control RF and ElectroBlade) that infringe
ArthroCares patents. In addition, the Court denied all of Smith & Nephews post-trial motions, including those requesting a new trial and for judgment as a matter of law. The Court also granted ArthroCares motions for judgment
of no inequitable conduct and dismissal of the antitrust counterclaim. On April 27, 2004, the Court rejected Smith & Nephews request for a stay of the permanent injunction pending appeal. On June 10, 2004, the Court issued the injunction
order. Smith & Nephew has appealed all of the above rulings in the Federal Circuit Court of Appeals. The Court of Appeals has rejected Smith & Nephews motion to stay the injunction pending appeal.



On April 3, 2003, Smith & Nephew filed a complaint against ArthroCare in
the United States District Court, Western District of Tennessee for patent infringement of two patents and for violation of Section 43(a) of the Lanham Act. This case is still in the initial discovery stage. A jury trial is scheduled for October 31,
2005. Upon initial review, we believe this complaint is without merit, and we intend to defend ourselves vigorously.



In July 2003, a product liability suit was brought against us in the New York State Supreme Court, County of Westchester. The lawsuit alleges that a
patient suffered injury to her shoulder as a result of a defective ArthroCare probe used in an arthroscopic procedure on the patient. We believe these claims to be without merit and intend to defend ourselves vigorously.



In connection with a medical malpractice suit against a physician, a product
liability suit was brought against us in the 269th Judicial District Court, Harris County, Texas in September 2002. The lawsuit alleges that a patient suffered internal and external injury to the patients ankle as a result of a defective
ArthroCare probe used in an arthroscopic procedure on the patient. ArthroCare believes these claims to be without merit and intends to defend itself vigorously.



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On October 27, 2003 a product liability suit was brought against us in the 9th Judicial Circuit, Orange
County, Florida. The lawsuit alleges, among other things, that a patient died on July 27, 2001 as a result of a defective ArthroCare product used in a tonsillectomy procedure on the patient. Upon review, we believe these claims to be without merit
and intend to defend ourselves vigorously.



On March 1, 2004, a
product liability suit was brought against us in the Circuit Court of Tennessee for the 30th Judicial District at Memphis. The lawsuit alleges that a patient suffered injury to her shoulder as a result of a defective ArthroCare probe used in an
arthroscopic procedure on the patient. We believe these claims to be without merit and intend to defend ourselves vigorously.



On April 12, 2004, a product liability suit was brought against us in the 4th Judicial District Court, Utah County, Utah. The lawsuit alleges, among other
things, that a patient was injured as a result of a defective ArthroCare product used in an arthroscopic procedure on the patient in September 1999. Upon initial review, we believe these claims to be without merit and intend to defend ourselves
vigorously.



As part of the acquisition of MDA, we inherited
two product liability suits filed against Lysonix, Inc., a manufacturer of ultrasonic liposuction equipment and a wholly-owned subsidiary of MDA. At the time of the acquisition of MDA by the Company, MDA had sold the assets of Lysonix and was no
longer selling any Lysonix equipment. In one of the cases, on November 15, 2002, a product liability suit was brought against Lysonix in the 120thJudicial District Court, El Paso County, Texas. The lawsuit alleges, among other things, that a patient died after an ultrasonic-assisted liposuction procedure on October 16, 2000 at least partly as a
result of Lysonixs failure to timely warn the physician of the potential risks associated with the product. This case has been settled. The settlement had an insignificant impact on our financial position. In the other case, on January 13,
2003, a product liability suit was brought against Lysonix in the Circuit Court of Jefferson County, Alabama. The lawsuit alleges, among other things, that a patient died after a liposuction procedure on January 20, 2001 at least partly as a result
of a design defect with a pressure garment sold by Lysonix. This case is still in the initial discovery stage. Upon initial review, we believe these claims to be without merit and we intend to defend ourselves vigorously.



We believe that we have meritorious defenses against the above claims and
intend to vigorously contest them. The outcomes of the outstanding litigation matters discussed above are not considered probable or cannot be reasonably estimated. Also, except as otherwise described above, ArthroCare has product liability
insurance coverage in amounts it considers necessary to prevent material losses. We record a liability when a loss is known or considered probable and the amount can be reasonably estimated. If a loss is not probable or a probable loss cannot be
reasonably estimated, a liability is not recorded. We have not accrued loss contingencies against any of the above-described actions as losses are not probable or reasonably estimable.



10. Debt



In December 2003, we entered into a $15.0 million revolving credit facility and a $15.0 million term credit facility with Banc of America Securities and
Wells Fargo Bank as co-lenders. Under the terms of the revolving credit facility, we may borrow up to $15.0 million at the Bank of America prime rate plus 0.0% to 0.5% or at LIBOR plus 1.75% to 2.25% at our discretion for operating needs. The
increase over the base rate is determined by our leverage ratio, as defined in the credit facility. Under the terms of the term credit facility, we may borrow $15.0 million for specified acquisitions at the same rates as noted above. The credit
facility contains covenants which specify minimum financial ratios and limit our ability to take on additional debt, or make future acquisitions or dispositions. On January 28, 2004, in connection with the acquisition of Medical Device Alliance
Inc., we borrowed $15.0 million under the term credit facility. In September 2004, we repaid the entire $15.0 million borrowed under the term credit facility.



In October 2004, in anticipation of our acquisition of Opus Medical, we amended and restated our existing credit facility with Banc of America
Securities and Wells Fargo Bank as co-lenders. Under the terms of the amended and restated credit facility, we may borrow up to $20.0 million under a revolving line of credit and we may borrow up to $30.0 million under a term commitment loan. We may
borrow under either of these loans at the Bank of America prime rate plus 0.0% to 1.0% or at a eurodollar rate. The increase over the base rate of either type of loan is determined by our leverage ratio, as defined in the amended and restated credit
facility. The amended and restated credit facility contains covenants that specify minimum financial ratios and limit our ability to take on additional debt, or make future acquisitions or dispositions. The revolving line of credit expires in 2007
and the term commitment loan expires in 2011. We anticipate future borrowings under the term credit facility.



10



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##### Table of Contents

11. Product Information:



We have organized our marketing and sales efforts based on four operating segments which are aggregated into one reportable segment  the
development, manufacture and marketing of products based on our Coblation technology. Each of our operating segments has similar economic characteristics, technology, manufacturing processes, customers, distribution and marketing strategies,
regulatory environments, and shared infrastructures. These operating segments, which we refer to as product markets, are Sports Medicine (shoulder and knee arthroscopic products), ENT, (ear, nose, throat and the Visage® cosmetic products),
ArthroCare Spine (spinal and neuro surgery
products) and Coblation Technology (gynecology, urology, laparoscopic, general surgical and cardiology products). Product sales by product market for the periods shown were as follows (in thousands):



|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|-------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | - | ---- | ------ |  | ---- | - |  | - | ------- |  | --- | - | - | - | ------ |  | --- | -
|                     |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                     |  | 2004                             |        |   | 2003                            |   |   | 2004 |        |  | 2003 |  
|                     |  | $                                |        | % |                                 |   | $ |      | %      |  |      | $ |  | % |         |  | $   |   | % |  
|Sports Medicine      |  |                                  | 23,340 |   | 64                              | % |   |      | 20,091 |  | 70   | % |  |   | 69,645  |  | 65  | % |   |   | 60,791 |  | 73  | %
|ENT                  |  |                                  | 7,423  |   | 20                              | % |   |      | 4,671  |  | 17   | % |  |   | 20,241  |  | 19  | % |   |   | 11,803 |  | 14  | %
|Spine                |  |                                  | 5,961  |   | 16                              | % |   |      | 3,715  |  | 13   | % |  |   | 16,928  |  | 16  | % |   |   | 9,888  |  | 12  | %
|Coblation Technology |  |                                  | 87     |   | 0                               | % |   |      | 82     |  | 0    | % |  |   | 193     |  | 0   | % |   |   | 927    |  | 1   | %
|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|Total Product Sales  |  | $                                | 36,811 |   | 100                             | % |   | $    | 28,559 |  | 100  | % |  | $ | 107,007 |  | 100 | % |   | $ | 83,409 |  | 100 | %
|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  



Internationally, the
Company markets and supports its products primarily through its subsidiaries and various distributors. Revenues attributed to geographic areas are based on the country in which subsidiaries are domiciled. Product sales by geography for the periods
shown were as follows (in thousands):



|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | - | ---- | ------ |  | ---- | - |  | - | ------- |  | --- | - | - | - | ------ |  | --- | -
|                    |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                    |  | 2004                             |        |   | 2003                            |   |   | 2004 |        |  | 2003 |  
|                    |  | $                                |        | % |                                 |   | $ |      | %      |  |      | $ |  | % |         |  | $   |   | % |  
|United States       |  | $                                | 27,563 |   | 75                              | % |   | $    | 21,283 |  | 75   | % |  | $ | 79,499  |  | 74  | % |   | $ | 62,924 |  | 75  | %
|International       |  |                                  | 9,248  |   | 25                              | % |   |      | 7,276  |  | 25   | % |  |   | 27,508  |  | 26  | % |   |   | 20,485 |  | 25  | %
|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|Total Product Sales |  | $                                | 36,811 |   | 100                             | % |   | $    | 28,559 |  | 100  | % |  | $ | 107,007 |  | 100 | % |   | $ | 83,409 |  | 100 | %
|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  



Long-lived assets by
geography at the balance sheet dates shown were as follows (in thousands):



|                        |  |                   |        |                  |   |       
|----------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                        |  | September 30,2004 |        | December 31,2003
|United States           |  | $                 | 25,373 |                  | $ | 18,956
|International           |  |                   | 8,722  |                  |   | 7,502 
|                        |  |                   |        |                  |   |       
|Total long-lived assets |  | $                 | 34,095 |                  | $ | 26,458
|                        |  |                   |        |                  |   |       



12. Correction of Errors



In the course of preparing its financial statements for
the quarter ended September 30, 2004, the Company noted an error related to its European subsidiaries, which had the effect of overstating cost of goods sold and interest and other income, net and understating income from operations for the first
and second quarters of 2004 and for the six months ended June 30, 2004 for approximately $232,000, $481,000 and $713,000, respectively. The error had no impact on revenues, net income or net income per share for the periods presented. The error has
been corrected through the amendment of amounts previously presented. The Company has filed amended quarterly reports on Form 10-Q/A for each of the first two quarters of 2004. The error did not affect 2003 and prior periods.



The following summarized financial information shows the amounts previously
reported and the amounts as amended:



|                                         |  |                              |        |                              |   |             |  |            |        |  |   |        |  
|---------------------------------------- |  | ---------------------------- | ------ | ---------------------------- | - | ----------- |  | ---------- | ------ |  | - | ------ | -
|                                         |  | 3 months endedMarch 31, 2004 |        | 3 months ended June 30, 2004 |  
|                                         |  | As reported                  |        | As amended                   |   | As reported |  | As amended |       
|Revenues                                 |  | $                            | 35,589 |                              | $ | 35,589      |  | $          | 37,665 |  | $ | 37,665 |  
|Cost of product sales                    |  |                              | 13,080 |                              |   | 12,848      |  |            | 11,867 |  |   | 11,386 |  
|Gross profit                             |  |                              | 22,509 |                              |   | 22,741      |  |            | 25,798 |  |   | 26,279 |  
|Operating expenses                       |  |                              | 20,766 |                              |   | 20,766      |  |            | 21,921 |  |   | 21,921 |  
|Income from operations                   |  |                              | 1,743  |                              |   | 1,975       |  |            | 3,877  |  |   | 4,358  |  
|Interest and other income (expense), net |  |                              | 406    |                              |   | 174         |  |            | 434    |  |   | (47    | )
|Income tax provision                     |  |                              | 580    |                              |   | 580         |  |            | 1,164  |  |   | 1,164  |  
|Net income                               |  |                              | 1,569  |                              |   | 1,569       |  |            | 3,147  |  |   | 3,147  |  



Also, in the course of
preparing its financial statements for the quarter ended September 30, 2004, the Company identified an error in the presentation of certain balances outstanding under the term credit facility (see note 10). This error had the effect of understating
the current portion of the loan payable by $2.250 million and 3.0 million and overstating the non-current portion by the same amount for the balances at March 31, 2004 and June 30, 2004, respectively. It had no impact on and the aggregate balance
reported. The error has been corrected through the amendment of amounts previously presented, as depicted in the table below (in thousands):



|                                     |  |                |        |               |   |             |  |            |        |  |   |       
|------------------------------------ |  | -------------- | ------ | ------------- | - | ----------- |  | ---------- | ------ |  | - | ------
|                                     |  | March 31, 2004 |        | June 30, 2004
|                                     |  | As reported    |        | As amended    |   | As reported |  | As amended
|Current portion of loan payable      |  | $              |       |               | $ | 2,250       |  | $          |       |  | $ | 3,000 
|Loan payable, net of current portion |  |                | 15,000 |               |   | 12,750      |  |            | 15,000 |  |   | 12,000
|                                     |  |                |        |               |   |             |  |            |        |  |   |       
|Total loan payable                   |  | $              | 15,000 |               | $ | 15,000      |  | $          | 15,000 |  | $ | 15,000



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##### Table of Contents

PART 1. FINANCIAL INFORMATION



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form
10-Q. Statements in this Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report on Form 10-Q which express that we believe, anticipate,
expect or plan to as well as other statements which are not historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ
materially as a result of the risks and uncertainties described herein and elsewhere including, but not limited to, those factors described under Business and Additional Factors That May Affect Future Results set forth in
Part I of our Annual Report on Form 10-K for the year-ended December 31, 2003.



Overview



We are a multi-business medical
device company that develops, manufactures and markets minimally invasive surgical products. Many of our products are based on our patented Coblation® technology. Our products allow surgeons to operate with increased precision and accuracy,
limiting damage to surrounding tissue and thereby reducing pain and speeding recovery for the patient. Our products operate at lower temperatures than traditional electrosurgical or laser surgery tools and enable surgeons to ablate (or disintigrate
or remove), shrink, sculpt, cut, aspirate and suction soft-tissue with one multi-purpose surgical system.



We have organized our marketing and sales efforts based on product markets. These product markets are comprised of the following: Sports Medicine
(shoulder and knee arthroscopic products), ENT (ear, nose, throat and the Visage® cosmetic products), ArthroCare Spine(spinal and
neurosurgery products) and Coblation Technology (gynecology, urology, laparoscopic, general surgical and cardiology products).



Coblation technology is applicable across many soft-tissue surgical markets. Our systems are used to perform many types of arthroscopic surgery. Our
strategy includes applying our patented Coblation technology to a broad range of other soft-tissue markets, including spinal surgery, neurosurgery, cosmetic surgery, ENT surgery, general surgery, gynecology, urology and various cardiology
applications.



We commercially introduced our Arthroscopic
Surgery System in December 1995 and have derived a significant portion of our sales from this system. The ArthroCare Spine and ENT businesses are growing and represent an increasingly larger portion of our total business. In the United States we are
selling our products through a network of more than 70 distributors and a direct sales organization consisting of 56 people. We have also established distribution capability in Europe, Australia, New Zealand, China, Korea, Japan, Taiwan, Russia,
Canada, Mexico, the Caribbean, North Africa, the Middle East, and Central America. In January 2004, we acquired Medical Device Alliance Inc. and its majority-owned subsidiary, Parallax Medical, Inc., a business focused on the treatment of vertebral
compression fractures.



On November 12, 2004, we executed an
agreement and plan of merger with Opus Medical, Inc. under which we acquired Opus Medical for an initial payment of $90.0 million, consisting of approximately $30.0 million in cash and approximately $60.0 million in ArthroCare common stock, plus
subsequent future payments aggregating up to $40.0 million, plus additional future payments contingent upon the achievement of certain 2005 net revenue goals. Opus Medical develops, manufactures and markets a new patented suture management and
knotless anchoring technology for the total arthroscopic repair of rotator cuff and other soft tissue injuries.



12



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##### Table of Contents

Results of Operations



|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|---------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | - | ---- | ------ |  | ---- | - |  | - | ------- |  | --- | -- | - | - | ------ |  | --- | -
|                                   |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                   |  | 2004                             |        |   | 2003                            |   |   | 2004 |        |  | 2003 |  
|                                   |  | $                                |        | % |                                 |   | $ |      | %      |  |      | $ |  | % |         |  | $   |    | % |  
|Revenues:                          |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Product sales                      |  | $                                | 36,811 |   | 96                              | % |   | $    | 28,559 |  | 97   | % |  | $ | 107,007 |  | 96  | %  |   | $ | 83,409 |  | 97  | %
|Royalties, fees and other          |  |                                  | 1,383  |   | 4                               | % |   |      | 881    |  | 3    | % |  |   | 4,441   |  | 4   | %  |   |   | 2,933  |  | 3   | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Total revenues                     |  |                                  | 38,194 |   | 100                             | % |   |      | 29,440 |  | 100  | % |  |   | 111,448 |  | 100 | %  |   |   | 86,342 |  | 100 | %
|                                   |  |                                  |        |   |                                 |   |   |     
|Cost of product sales              |  |                                  | 12,139 |   | 32                              | % |   |      | 9,066  |  | 31   | % |  |   | 36,373  |  | 33  | %  |   |   | 26,325 |  | 30  | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Gross profit                       |  |                                  | 26,055 |   | 68                              | % |   |      | 20,374 |  | 69   | % |  |   | 75,075  |  | 67  | %  |   |   | 60,017 |  | 70  | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Operating expenses                 |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Research and development           |  |                                  | 3,189  |   | 8                               | % |   |      | 3,068  |  | 10   | % |  |   | 9,840   |  | 9   | %  |   |   | 8,321  |  | 10  | %
|Sales and marketing                |  |                                  | 13,916 |   | 37                              | % |   |      | 11,573 |  | 40   | % |  |   | 42,332  |  | 38  | %  |   |   | 34,611 |  | 40  | %
|General and administrative         |  |                                  | 4,305  |   | 11                              | % |   |      | 3,289  |  | 11   | % |  |   | 11,925  |  | 11  | %  |   |   | 11,982 |  | 14  | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Total operating expenses           |  |                                  | 21,410 |   | 56                              | % |   |      | 17,930 |  | 61   | % |  |   | 64,097  |  | 58  | %  |   |   | 54,914 |  | 64  | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Income from operations             |  |                                  | 4,645  |   | 12                              | % |   |      | 2,444  |  | 8    | % |  |   | 10,978  |  | 9   | %  |   |   | 5,103  |  | 6   | %
|Interest and other income, net     |  |                                  | 316    |   | 1                               | % |   |      | 591    |  | 2    | % |  |   | 443     |  | (1  | )% |   |   | 1,636  |  | 2   | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Income before income tax provision |  |                                  | 4,961  |   | 13                              | % |   |      | 3,035  |  | 10   | % |  |   | 11,421  |  | 10  | %  |   |   | 6,739  |  | 8   | %
|Income tax provision               |  |                                  | 1,340  |   | 4                               | % |   |      | 941    |  | 3    | % |  |   | 3,084   |  | 3   | %  |   |   | 2,089  |  | 3   | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  
|Net income                         |  | $                                | 3,621  |   | 9                               | % |   | $    | 2,094  |  | 7    | % |  | $ | 8,337   |  | 7   | %  |   | $ | 4,650  |  | 5   | %
|                                   |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |    |   |   |        |  |     |  



Revised quarterly and year to date
results



The Company has revised its quarterly and nine
months income statement for the periods ended September 30, 2004 from that which was reported in its press release dated October, 19, 2004. In the course of preparing its financial statements for the quarter ended September 30, 2004, the Company
noted an error related to its European subsidiaries, which had the effect of overstating cost of goods sold and interest and other income, net and understating income from operations for the first, second and third quarters of 2004 for approximately
$232,000, $481,000 and $256,000, respectively. The error had no impact on revenues, net income or net income per share for the periods presented. The error has been corrected through the amendment of amounts previously presented. The error did not
affect 2003 and prior periods.



In this quarterly report on
Form 10-Q, the errors have been corrected by revising the 2004 third quarter results for the third quarter error and correcting the 2004 year-to-date results. The company has filed amended quarterly reports on Form 10-Q/A for the first and second
quarters of 2004 to correct these errors.



Comparison of Three and Nine
Months Ended September 30, 2004 and 2003



Revenues



Product salesconsist of sales of disposable devices and controller
units. Product sales by product market for the periods shown were as follows:



|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|-------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | - | ---- | ------ |  | ---- | - |  | - | ------- |  | --- | - | - | - | ------ |  | --- | -
|                     |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                     |  | 2004                             |        |   | 2003                            |   |   | 2004 |        |  | 2003 |  
|                     |  | $                                |        | % |                                 |   | $ |      | %      |  |      | $ |  | % |         |  | $   |   | % |  
|Sports Medicine      |  |                                  | 23,340 |   | 64                              | % |   |      | 20,091 |  | 70   | % |  |   | 69,645  |  | 65  | % |   |   | 60,791 |  | 73  | %
|ENT                  |  |                                  | 7,423  |   | 20                              | % |   |      | 4,671  |  | 17   | % |  |   | 20,241  |  | 19  | % |   |   | 11,803 |  | 14  | %
|Spine                |  |                                  | 5,961  |   | 16                              | % |   |      | 3,715  |  | 13   | % |  |   | 16,928  |  | 16  | % |   |   | 9,888  |  | 12  | %
|Coblation Technology |  |                                  | 87     |   | 0                               | % |   |      | 82     |  | 0    | % |  |   | 193     |  | 0   | % |   |   | 927    |  | 1   | %
|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|Total Product Sales  |  | $                                | 36,811 |   | 100                             | % |   | $    | 28,559 |  | 100  | % |  | $ | 107,007 |  | 100 | % |   | $ | 83,409 |  | 100 | %
|                     |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  



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##### Table of Contents

Product sales by geography for the periods shown were as follows:



|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | - | ---- | ------ |  | ---- | - |  | - | ------- |  | --- | - | - | - | ------ |  | --- | -
|                    |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                    |  | 2004                             |        |   | 2003                            |   |   | 2004 |        |  | 2003 |  
|                    |  | $                                |        | % |                                 |   | $ |      | %      |  |      | $ |  | % |         |  | $   |   | % |  
|United States       |  | $                                | 27,563 |   | 75                              | % |   | $    | 21,283 |  | 75   | % |  | $ | 79,499  |  | 74  | % |   | $ | 62,924 |  | 75  | %
|International       |  |                                  | 9,248  |   | 25                              | % |   |      | 7,276  |  | 25   | % |  |   | 27,508  |  | 26  | % |   |   | 20,485 |  | 25  | %
|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  
|Total Product Sales |  | $                                | 36,811 |   | 100                             | % |   | $    | 28,559 |  | 100  | % |  | $ | 107,007 |  | 100 | % |   | $ | 83,409 |  | 100 | %
|                    |  |                                  |        |   |                                 |   |   |      |        |  |      |   |  |   |         |  |     |   |   |   |        |  |     |  



The increase in sales
for the three and nine month periods ended September 30, 2004 over the corresponding periods in 2003 is mainly due to the following factors:



| |  | The increased acceptance of our products;
| | - | -----------------------------------------



| |  | The continued increase in our direct sales presence;
| | - | ----------------------------------------------------



| |  | The success of our promotional programs to build market share through placement of our controller units;
| | - | --------------------------------------------------------------------------------------------------------



| |  | The introduction of new products designed to address surgical procedures that have traditionally been difficult to perform; and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| |  | The acquisition of technologies and businesses that complement our business, such as Atlantech and Parallax.
| | - | ------------------------------------------------------------------------------------------------------------



Overall, disposable devices are consistently sold at or near list price,
except for sales to international distributors and marketing partners, which are sold at discounted prices. We expect these discounts to continue in the future. Disposable device sales were 97 percent of product sales, excluding Atlantech and
Parallax product sales, for the third quarter of both 2004 and 2003, and comprised approximately 97 percent and 98 percent for the nine months ended September 30, 2004 and 2003, respectively. We anticipate that disposable device sales will remain
the primary component of our product sales in the near future.



Royalties, fees and other revenues consist mainly of revenue from the licensing of our products and technology. Royalties, fees and other revenues were $1.4 million for the quarter ended September 30, 2004, compared to $0.9 million
for the third quarter of 2003. Royalties, fees and other revenues were $4.4 million for the nine months ended September 30, 2004, compared to $2.9 million for the same period in 2003. The increase over the prior year periods is due to additional
licensing of our products and higher sales of our licensed products.



Cost
of Product Sales



Cost of product sales consists of
manufacturing costs, material costs, labor costs, manufacturing overhead, warranty and other direct product costs. Additionally, cost of product sales includes amortization of controller unit placements under a program whereby we maintain ownership
of controller units shipped to customers, with the costs being capitalized and amortized into cost of product sales over the useful life of the controller unit. Cost of product sales for the quarters in 2003 and 2004 included amortization of
capitalized controllers as follows:



|                                   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|---------------------------------- |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | -
|                                   |  | Q1 2003 |   |  | Q2 2003 |   |  | Q3 2003 |   |  | Q4 2003 |   |  | Q1 2004 |   |  | Q2 2004 |   |  | Q3 2004 |  
|Product Sales                      |  | 26,449  |   |  | 28,401  |   |  | 28,559  |   |  | 31,310  |   |  | 34,292  |   |  | 35,904  |   |  | 36,811  |  
|Controller Depreciation            |  | 1,197   |   |  | 1,245   |   |  | 1,292   |   |  | 1,384   |   |  | 1,445   |   |  | 1,516   |   |  | 1,571   |  
|Depreciation as % of Product Sales |  | 4.5     | % |  | 4.4     | % |  | 4.5     | % |  | 4.4     | % |  | 4.2     | % |  | 4.2     | % |  | 4.3     | %



Cost of product sales
was $12.1 million, or 32% of product sales, for the three months ended September 30, 2004, as compared to $9.1 million, or 31% of product sales, for the third quarter of 2003. This increase in cost of product sales as a percentage of product sales
was mainly due to increased freight costs associated with the Parallax manufacturing process and costs associated with our move to a third-party logistics provider. These increased costs more than offset the favorable impact of the continually
increased efficiency of our Costa Rica manufacturing facility.



14



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##### Table of Contents

Cost of product sales was $36.4 million, or 33% of product sales, for the nine months ended September 30,
2004, as compared to $26.3 million, or 30% of product sales, for the same period in 2003. Cost of product sales for the nine months ended September 30, 2004 was adversely impacted by $1.2 million, or 2% of product sales, due to the higher cost of
sales related to inventory acquired from Parallax. This included inventory acquired from Parallax at market value prior to the MDA acquisition of $0.9 million and the write-up to fair value of inventory acquired in the acquisition of $0.3 million.
All such higher cost inventory was sold in the first quarter of 2004 and future costs of sales related to the sale of Parallax inventory is expected to be in line with our manufacturing cost.

The increase in cost of product sales as a percentage of product sales is due principally to increased freight costs associated with the Parallax manufacturing process
and costs associated with our move to a third-party logistics provider. This was partially offset by the favorable impact of the continually increased efficiency of our Costa Rica manufacturing facility.



Operating Expenses



Research and development expenses were $3.2 million, or 8% of total revenues, for the quarter ended September 30,
2004, compared to $3.1 million, or 10% of total revenues, for the third quarter of 2003. The dollar increase is due to a continued investment in our Coblation technology, which we believe is essential for us to maintain our competitive position. The
dollar increase consists of $0.4 million in increased compensation and related expenses due to increased headcount related to a continuing investment in our various product lines, partially offset by approximately $0.3 million in reduced prototype
development costs.



Research and development expenses were $9.8
million, or 9% of total revenues, for the nine months ended September 30, 2004, compared to $8.3 million, or 10% of total revenues, for the corresponding period in 2003. The dollar increase is due to a continued investment in our Coblation
technology, which we believe is essential for us to maintain our competitive position. The dollar increase consists of $1.4 million in increased compensation and related expenses due to increased headcount, and $0.7 million in additional
infrastructure expenses related to our continuing investment in our various product lines, partially offset by $0.6 million in decreased prototype development costs. We expect to increase the dollar amount of research and development expenses
through continued expenditures on new product development, regulatory affairs, clinical studies and patents, but anticipate expenses to decrease slightly as a percentage of product sales.



Sales and marketingexpenses were $13.9 million, or 37% of total revenues, for the quarter ended September 30, 2004,
compared to $11.6 million, or 40% of total revenues, for the third quarter of 2003. The dollar increase consists of $0.7 million in additional compensation and related expenses associated with our increased direct sales force, especially in Europe,
$1.3 million in increased sales commissions related to the increased product sales and $0.3 million in increased promotional, demonstration and sample expenses as we continue to promote our Coblation solutions in addition to our Atlantech and
Parallax product lines.



Sales and marketing expenses were
$42.3 million, or 38% of total revenues, for the nine months ended September 30, 2004, compared to $34.6 million, or 40% of total revenues, for the corresponding period of 2003. The dollar increase consists of $3.8 million in additional compensation
and related expenses associated with our increased direct sales force, especially in Europe, $2.6 million in increased sales commissions related to the increased product sales and $1.1 million in increased promotional, demonstration and sample
expenses as we continue to promote our Coblation solutions in addition to our Atlantech and Parallax product lines. We anticipate that sales and marketing spending will continue to increase in absolute dollars as a result of the expansion of our
distribution capabilities, higher promotional, demonstration and sample expenses, and additional investments in the sales, marketing and support staff necessary to market products and to commercialize future products.



General and administrative expenses were $4.3 million, or 11% of total
revenues, for the quarter ended September 30, 2004, compared to $3.3 million, or 11% of total revenues, for the third quarter of 2003. The dollar increase consists of $0.5 million in increased consulting fees, mainly due to compliance with section
404 of the Sarbanes-Oxley Act, $0.3 million due to the amortization of intangible assets purchased from MDA and $0.2 million in



15



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##### Table of Contents

additional facilities expenses related to additional facilities acquired in the MDA acquisition. These increases were
partially offset by a decrease of $0.1 million in legal expenses due to high legal expenses in 2003 as the company fought general and patent litigation.



General and administrative expenses were $11.9 million, or 11% of total revenues, for the nine months ended September 30, 2004, compared to $12.0 million,
or 14% of total revenues, for the corresponding period of 2003. The dollar decrease consists of $3.3 million in decreased legal expenses due to high legal expenses in 2003 as the company fought general and patent litigation. This decrease was
partially offset by increases of $1.4 million in payroll-related expenses and consulting fees, mainly for expenses relating to compliance with the Sarbanes-Oxley act, $0.9 million of amortization of intangible assets purchased from MDA, and $1.0
million in addition facilities expenses related to additional facilities acquired in the MDA acquisition. We expect general and administrative expenses to increase in absolute terms as we continue business development activities and incur additional
legal costs associated with patent infringement actions.



Interest and Other
Income, Net



Interest and other income, net was $0.3
million for the quarter ended September 30, 2004, compared to a net gain of $0.6 million for the third quarter of 2003. Interest and other income, net was $0.4 million for the nine months ended September 30, 2004, compared to $1.6 for the
corresponding period in 2003. The decrease in other income from 2003 to 2004 for the periods presented is due to foreign exchange gains in 2003 from our European subsidiaries as the US dollar declined in relation to the European currencies, whereas
there have been foreign exchange losses in 2004. Also, in 2003, we had net interest income due to our lack of debt and higher cash balances, whereas we had debt and lower cash balances in 2004.



Income Tax Provision



The provision for income taxes was $1.3 million for an effective tax rate of 27 percent for the quarter ended September 30,
2004, compared to a provision of $0.9 million for an effective tax rate of 31 percent for the third quarter of 2003. The provision for income taxes was $3.1 million for an effective tax rate of 27 percent for the nine months ended September 30,
2004, compared to a provision of $2.1 million for an effective tax rate of 31 percent for the same period of 2003. The improvement in the effective tax rate is related to changes in the world-wide apportionment of income and the differing tax rates
to which that income is subjected.



Liquidity and Capital Resources



At September 30, 2004, we had $68.0 million in working
capital, compared to $67.7 million at December 31, 2003. Our principal sources of liquidity consisted of $18.5 million in cash and cash equivalents. Cash equivalents consist of highly liquid investments with an original maturity of ninety days or
less.



Cash generated by operating activities for the nine
months ended September 30, 2004 was $12.9 million, mainly attributable to net income adjusted for non-cash items and increases in accounts receivable, inventories and prepaid expenses. The increase in accounts receivable is due mainly to the
increase in revenue over prior periods. The increase in inventories is due to the need to manufacture to meet the demands of the increased sales. The increase in prepaid expenses is due mainly to the payment of our annual insurance premiums during
the second quarter of 2004.



Cash used in investing activities
for the nine months ended September 30, 2004 was $25.2 million, due mainly to our purchase of MDA during the first quarter of 2004. In addition, we capitalized $9.1 million of controllers and had additional capital purchases of $2.2 million.
Additionally, we had net investment sales of $10.7 million as we pulled from our investment portfolio to pay off our debt.



Cash provided by financing activities for the nine months ended September 30, 2004 was $9.9 million, due mainly to the $9.5 million received for stock
option purchases in the period as a result of our stock price increasing, inducing employees to exercise options. The loan entered into in the first quarter was paid off during the third quarter.



In December 2003, we entered into a $15.0 million revolving credit facility
and a $15.0 million term credit facility with Banc of America Securities and Wells Fargo Bank as co-lenders. Under the terms of the revolving credit facility, we may borrow up to $15.0 million at the Bank of America prime rate plus 0.0% to 0.5% or
at LIBOR plus 1.75% to



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2.25% at our discretion for operating needs. The increase over the base rate is determined by our leverage ratio, as
defined in the credit facility. Under the terms of the term credit facility, we may borrow $15.0 million for specified acquisitions at the same rates as noted above. The credit facility contains covenants which specify minimum financial ratios and
limit our ability to take on additional debt, or make future acquisitions or dispositions. On January 28, 2004, in connection with the acquisition of Medical Device Alliance Inc., we borrowed $15.0 million under the term credit facility. In
September 2004, we repaid this facility in total.



In October
2004, in anticipation of our acquisition of Opus Medical, we amended and restated our credit facility with Banc of America Securities and Wells Fargo Bank as co-lenders. Under the terms of the amended and restated credit facility, we may borrow up
to $20.0 million under a revolving line of credit and we may borrow up to $30.0 million under a term commitment loan under essentially the same terms as our original credit facility. The revolving line of credit expires in 2007 and the term
commitment loan expires in 2011. When the transaction with Opus Medical is finalized, we anticipate borrowing under the term credit facility.



We believe that our credit and term facilities, in addition to cash generated from operations, will be sufficient to fund our operations through fiscal
year 2004 and in the near future.



Critical Accounting Policies



Please refer to our description of our critical
accounting policies as set forth in Part II of our Annual Report on Form 10-K for the year ended December 31, 2003.



Recent Accounting Pronouncements



In October 2004, the United States Congress passed the American Jobs Creation Act of 2004 (the Jobs Act). This legislation contains provisions
which may affect the calculation of our taxable income for federal income tax in future periods. Significant features of the Jobs Act include (i) enactment of a deduction from taxable income for certain US manufacturing activities, (ii) a one-time
reduction of tax on qualifying repatriations of earnings from foreign subsidiaries. Also in October 2004, the Working Families Tax Relief Act of 2004 (the Relief Act) became law, and it provides for restoration of the research and
experimentation tax credit, which had expired in June 2004. The Company is currently evaluating what effect, if any, the Jobs Act and Relief Act will have upon our future results of operations, financial position, or cash flows.



We have reviewed the accounting literature and have determined that there are
no new accounting pronouncements which would affect our accounting process. However, new accounting pronouncements, including a pronouncement on the accounting for employee stock options, may be issued before the end of fiscal year 2004 which may
have an impact on our accounting processes.



Additional Factors That Might
Affect Future Results



We Are Dependent Upon Our
Arthroscopic Surgery System.



We commercially
introduced our Arthroscopic System in December 1995. Since our Arthroscopic System accounted for 57% of our product sales in the first nine months of 2004, we are highly dependent on its sales. We cannot assure you that we will be able to continue
to manufacture arthroscopy products in commercial quantities at acceptable costs, or that we will be able to continue to market such products successfully.



To achieve increasing disposable device sales over time, we believe we must continue to penetrate the market in knee procedures, expand physicians
education with respect to Coblation technology and continue working on new product development efforts specifically for knee applications. Furthermore, in order to maintain and increase current market penetration we must be aggressive in increasing
our installed base of controllers to generate increased disposable device revenue. To date, we have placed at no charge or have priced our arthroscopic controllers at substantial discounts in order to stimulate demand for our disposable devices.



We believe that surgeons will not use our products unless they
determine, based on experience, clinical data and other factors, that these systems are an attractive alternative to conventional means of tissue ablation. There are only a few independently published clinical reports and limited long-term clinical
follow-up to support the marketing efforts for our Arthroscopic System. We believe that if continued recommendations and endorsements by influential surgeons or long-term data do not support our current claims of efficacy, our business, financial
condition, results of operations and future growth prospects could be materially adversely affected.



Commercial Success Of Our Non-Arthroscopic Products Is Uncertain.



We have developed several applications for our Coblation technology in spinal surgery, neurosurgery, ENT surgery, cosmetic
surgery, gynecology, urology, and general surgery. Additionally we have established a program to explore the application of our Coblation technology in various areas within cardiac surgery through our Coblation



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Technologies business unit. At the present time, we consider sports medicine, spine surgery and ENT surgery to be our
core businesses. Sales of our spinal surgery and ENT surgery products accounted for 16% and 19%, respectively, of our product sales in the first nine months of 2004 such that product sales in our three core businesses accounted for approximately
100% of our product sales in the first nine months of 2004. Our products for neurosurgery, cosmetic surgery, gynecology, urology, general surgery and cardiac surgeryour non-core businessare in various stages of commercialization and
development, and we may be required to undertake time-consuming and costly commercialization, development and additional regulatory approval activities for such products. If we do not receive future clearances we may be unable to market these and
other products for specific indications and our business, financial condition, results of operations and future growth prospects could be materially adversely affected. We cannot assure you that product development will ever be successfully
completed, that regulatory clearances or approvals, if applied for, will be granted by the FDA or foreign regulatory authorities on a timely basis, if at all, or that the products will ever achieve commercial acceptance.



We may have to make a significant investment in additional preclinical and
clinical testing, regulatory, physician training and sales and marketing activities to further develop and commercialize our neurosurgery, gynecology, urology, cosmetic surgery, general surgery and cardiovascular product offerings. Although we
believe that these products offer certain advantages, we cannot assure you that these advantages will be realized, or if realized, that these products will result in any meaningful benefits to physicians or patients.



Development and commercialization of our current and future non-core business
products are subject to the risks of failure inherent in the development for new medical devices. These risks include the following:



| |  | Such products may not be easy to use, will require extensive training or may not be cost-effective;
| | - | ---------------------------------------------------------------------------------------------------



| |  | New products may experience delays in testing or marketing;
| | - | -----------------------------------------------------------



| |  | There may be unplanned expenditures or in expenditures above those anticipated by us;
| | - | -------------------------------------------------------------------------------------



| |  | Such products may not be proven safe or effective;
| | - | --------------------------------------------------



| |  | Third parties may develop and market superior or equivalent products;
| | - | ---------------------------------------------------------------------



| |  | Such products may not receive necessary regulatory clearances or approvals; and
| | - | -------------------------------------------------------------------------------



| |  | Proprietary rights of third parties may preclude us and our collaborative partners from marketing such products.
| | - | ----------------------------------------------------------------------------------------------------------------



In addition, the success of our non-core business products will depend on
their adoption as alternatives to conventional means of tissue ablation. Clinical experience and follow-up data for our non-core business indications are limited, and we have sold only a small number of units to date. We believe that recommendations
and endorsement of influential physicians are essential for market acceptance of such products.



For information regarding the status of our regulatory approvals for our products, see the information under the heading Government Regulation
in our Form 10-K for the year ended December 31, 2003.



We Have Limited Marketing And Sales Experience.



We currently have limited experience in marketing and selling our products. To the extent that we have established or will enter into distribution arrangements for the sale of our products, we are and will be dependent upon the efforts of
third parties. We are marketing and selling our arthroscopic surgery, spinal surgery and ENT surgery product lines in the United States through a combination of a direct sales force and a network of independent distributors supported by regional
sales managers. These distributors sell arthroscopy, spinal surgery and ENT surgery products for a number of other manufacturers. We cannot assure you that these distributors will commit the necessary resources to effectively market and sell our
sports medicine, spinal surgery and ENT surgery product lines, or that they will be successful in selling our products.



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We Are Dependent On Key Suppliers.



Some of the key components of our products are purchased from single
vendors. If the supply of materials from a sole source supplier were interrupted, replacement or alternative sources might not be readily obtainable due to the regulatory requirements applicable to our manufacturing operations. In addition, a new or
supplemental filing with applicable regulatory authorities may require clearance prior to our marketing a product containing new material. This clearance process may take a substantial period of time and we cannot assure you that we would be able to
obtain the necessary regulatory approval for a new material to be used in our products on a timely basis, if at all. This could create supply disruptions that would materially adversely affect our business, financial condition, results of operations
and future growth prospects.



In addition, we currently single
source our product sterilization requirements. While there are alternate sources available, we would be required to qualify and validate a new supplier(s), which could lead to a disruption in the companys operation and ability to supply
products for a period of time.



We Face Intense
Competition.



The markets for our current products in
our core businesses are intensely competitive. These markets include arthroscopy, spinal surgery and ENT surgery. We cannot assure you that other companies will not succeed in developing technologies and products that are more effective than ours,
or that would render our technology or products obsolete or uncompetitive in these markets.



In arthroscopy, we compete against companies such as Johnson & Johnson, Smith & Nephew, Inc., Conmed Corporation, Stryker Corp., and Arthrex. Specifically, Johnson & Johnson, Smith & Nephew and Stryker
are currently marketing bipolar electrosurgical systems for tissue ablation and shrinkage. We are also aware of additional competitors that may commercialize products using technology similar to ours. In spinal surgery, we compete against companies,
which market products to remove tissue and treat spinal disorders. We compete against Stryker, which markets the Dekompressor device, which uses a mechanical auger to perform percutaneous discectomy. In addition, the Oratec division of Smith &
Nephew, and the Radionics division of Tyco, are currently marketing percutaneous thermal heating products for treating certain types of disc pain. Our Coblation-assisted microdiscectomy (CAM) procedure competes indirectly with large spine companies
and their mechanical instruments, such as DePuy Acromed, Medtronic Sofamor Danek, Centerpulse Spine Tech, Stryker Spine and Synthes. In ENT surgery, we compete against companies that offer manual instruments, such as Smith & Nephew, Inc.,
Stryker Corp., Conmed Corporation, and Xomed Surgical Products Inc., which was acquired by Medtronic, Inc. In addition, we compete with companies that develop and market lasers for various ENT surgery applications, including Lumenis. Smaller
companies, including Somnus Medical Technologies Inc. (purchased by Gyrus Group, a company based in Cardiff, Wales), also sell medical devices for the treatment of various ENT disorders, including snoring and obstructive sleep apnea.



Many of our competitors have significantly greater financial, manufacturing,
marketing, distribution and technical resources than we do. Some of these companies offer broad product lines that they may offer as a single package and frequently offer significant discounts as a competitive tactic. For example, in order to
compete successfully, we anticipate that we may have to continue to offer substantial discounts on our controllers, place controllers at customers sites at no cost or in return for a minimum purchase commitment of our surgical wands in order to
increase demand for our disposable devices, and that this competition could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. Furthermore, some of our competitors utilize
purchasing contracts that link discounts on the purchase of one product to purchases of other products in their broad product lines. Many of the hospitals in the United States have purchasing contracts with our competitors. Accordingly, customers
may be dissuaded from purchasing our products rather than the products of these competitors to the extent the purchase would cause them to lose discounts on products.



We Face Uncertainty Over Reimbursement.



Failure by physicians, hospitals and other users of our products to obtain sufficient reimbursement from health care payers
for procedures in which our products are used, or adverse changes in environmental and private third-party payers policies toward reimbursement for such procedures would have a material adverse effect on our business, financial condition,
results of operations and future growth prospects. Reimbursement for arthroscopic, spinal surgery, neurosurgery, ENT surgery, gynecology, urology, cardiology and general surgery procedures performed using our devices that have received FDA clearance
has generally been available in the United States. Typically, cosmetic surgery procedures are not reimbursed.



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We are unable to predict what changes will be made in the reimbursement methods used by third-party
health care payors. In addition, some health care providers are moving toward a managed care system in which providers contract to provide comprehensive health care for a fixed cost per person. Managed care providers are attempting to control the
cost of health care by authorizing fewer elective surgical procedures. We anticipate that in a prospective payment system, such as the diagnosis related group system utilized by Medicare, and in many managed care systems used by private health care
payers, the cost of our products will be incorporated into the overall cost of the procedure and that there will be no separate, additional reimbursement for our products.



If we obtain the necessary international regulatory approvals, market acceptance of our products in international markets
would be dependent, in part, upon the availability of reimbursement within prevailing health care payment systems. Reimbursement and health care payment systems in international markets vary significantly by country and include both
government-sponsored health care and private insurance. We intend to seek international reimbursement approvals, although we cannot assure you that any such approvals will be obtained in a timely manner, if at all.



Nucleoplasty is ArthroCares version of percutaneous discectomy, where
tissue is removed from the nucleus to decompress the disc. Several payors consider percutaneous discectomy in any form investigational, and other cover percutaneous discectomy, but consider Nucleoplasty investigational. There is no assurance that we
will be able to obtain coverage with these payors for percutaneous discectomy in general, and Nucleoplasty in general.



Our Operating Results Will Fluctuate.



Results of operations may fluctuate significantly from quarter to quarter due to many factors, including the following:



| |  | The introduction of new product lines;
| | - | --------------------------------------



| |  | Increased penetration in existing applications;
| | - | -----------------------------------------------



| |  | Product returns;
| | - | ----------------



| |  | Achievement of research and development milestones;
| | - | ---------------------------------------------------



| |  | The amount and timing of receipt and recognition of license fees;
| | - | -----------------------------------------------------------------



| |  | Manufacturing or supply disruptions;
| | - | ------------------------------------



| |  | Timing of expenditures;
| | - | -----------------------



| |  | Absence of a backlog of orders;
| | - | -------------------------------



| |  | Receipt of necessary regulatory approvals;
| | - | ------------------------------------------



| |  | The level of market acceptance for our products;
| | - | ------------------------------------------------



| |  | Timing of the receipt of orders and product shipments; and
| | - | ----------------------------------------------------------



| |  | Promotional programs for our products.
| | - | --------------------------------------



We cannot assure you that future quarterly fluctuations will not adversely affect our business, financial condition, results of operations of future
growth prospects. Our revenues and profitability will be critically dependent on whether or not we can successfully continue to market our Coblation-based technology product lines. We cannot assure you that we will maintain or increase our revenues
or level of profitability.



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We May Be Unable To Effectively Protect Our Intellectual Property.



Our ability to compete effectively depends in part on developing and
maintaining the proprietary aspects of our Coblation technology. We believe that our issued patents are directed at the core technology used in our soft-tissue surgery systems, including both multi-electrode and single electrode configurations of
our disposable devices, as well as the use of Coblation technology in specific surgical procedures.



We cannot assure you that the patents we have obtained, or any patents we may obtain as a result of our pending U.S. or international patent applications,
will provide any competitive advantages for our products. We also cannot assure you that those patents will not be successfully challenged, invalidated or circumvented in the future. In addition, we cannot assure you that competitors, many of which
have substantial resources and have made substantial investments in competing technologies, have not already applied for or obtained, or will not seek to apply for and obtain, patents that will prevent, limit or interfere with our ability to make,
use and sell our products either in the United States or in international markets. Patent applications are maintained in secrecy for a period after filing. We may not be aware of all of the patents and patent applications potentially adverse to our
interests.



A number of medical device and other companies,
universities and research institutions have filed patent applications or have issued patents relating to monopolar and/or bipolar electrosurgical methods and apparatus. We have received, and we may receive in the future, notifications of potential
conflicts of existing patents, pending patent applications and challenges to the validity of existing patents. In addition, we have become aware of, potential conflicts of existing patents, pending patent applications and challenges to the validity
of existing patents. In addition, we have become aware of, and may become aware of in the future, patent applications and issued patents that relate to our products and/or the surgical applications and issued patents and, in some cases, have
obtained internal and/or external opinions of counsel regarding the relevance of certain issued patents to our products. We do not believe that our products currently infringe any valid and enforceable claims of the issued patents that we have
reviewed. However, if third-party patents or patent applications contain claims infringed by our technology and such claims are ultimately determined to be valid, we may not be able to obtain licenses to those patents at a reasonable cost, if at
all, or be able to develop or obtain alternative technology. Our inability to do either would have a material adverse effect on our business, financial condition, results of operations and prospects. We cannot assure you that we will not have to
defend ourselves in court against allegations of infringement of third-party patents, or that such defense would be successful.



In addition to patents, we rely on trade secrets and proprietary know-how, which we seek to protect, in part, through confidentiality and proprietary
information agreements. We require our key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. These agreements generally provide that all confidential
information, developed or made known to the individual during the course of the individuals relationship with us, is to be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived
by the individual in the course of rendering services to us shall be our exclusive property. We cannot assure you that employees will not breach such agreements, that we would have adequate remedies for any breach or that our trade secrets will not
otherwise become known to or be independently developed by competitors.



We May Become Subject To Patent Litigation.



The medical device industry has been characterized by extensive litigation regarding patents and other intellectual property rights, and companies in the medical device industry have employed intellectual property litigation to gain a
competitive advantage. We cannot assure you that we will not become subject to patent infringement claims or litigation or interference proceedings declared by the United States Patent and Trademark office, the USPTO, to determine the priority of
inventions.



In February 1998, we filed a lawsuit against
Ethicon, Inc., Mitek Surgical Products, a division of Ethicon, Inc., and GyneCare, Inc. alleging, among other things, infringement of several of our patents. The parties subsequently settled this lawsuit. Under the terms of the settlement, Ethicon,
Inc. has licensed a portion of our U.S. patents for current products in the arthroscopy and hysterocopic gynecology markets. The settlement agreement also established a procedure for resolution of certain potential intellectual property disputes in
these two markets without litigation. Under this procedure, the licenses granted in the Ethicon settlement have been extended to Australia, Canada and Japan.



In June 2000, we filed a lawsuit against Stryker, alleging infringement of several of our patents. The lawsuit has been settled and under the terms of the
settlement, Stryker has licensed a portion of our worldwide patents for products in the arthroscopy market.



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In July 2001, we filed a lawsuit against Smith & Nephew (the Defendant) alleging
infringement of several of our patents. On May 12, 2003, the jury held that the use, manufacture and sale of the Dyonics Control RF System, the ElectroBlade and the Saphyre electrosurgical devices infringed all 16 asserted claims of the three patents in suit. In addition, the jury upheld the
validity of all 16 asserted claims. The court entered this verdict in June 2003. The court is to hold a second trial to award damages to us for the infringing activity of the Defendant. On March 10, 2004, the U.S. District Court in Delaware granted
ArthroCares motion for permanently enjoining Smith & Nephew from manufacturing, using or selling in the United States surgical devices (the Saphyre,
Dyonics Control RF and ElectroBlade) that infringe ArthroCares patents. In addition, the court denied all of Smith & Nephews post-trial motions, including those requesting a new trial and for judgment as a matter of law. The court
also granted ArthroCares motions for judgment of no inequitable conduct and dismissal of the antitrust counterclaim. On April 27, 2004, the court rejected Smith & Nephews request for a stay of the permanent injunction pending appeal.
On June 10, 2004, the court issued the injunction order. Smith & Nephew has appealed all of the above rulings in the Federal Circuit Court of Appeals. The Court of Appeals has rejected Smith & Nephews motion to stay the injunction
pending appeal.



On April 3, 2003, Smith & Nephew filed a
complaint against ArthroCare in the United States District Court, Western District of Tennessee for patent infringement of two patents and for violation of Section 43(a) of the Lanham Act. This case is still in the initial discovery stage. A jury
trial is scheduled for October 31, 2005. Upon initial review, we believe this complaint is without merit, and we intend to defend ourselves vigorously.



Defending and prosecuting intellectual property suits, USPTO interference proceedings and related legal and administrative proceedings is costly and
time-consuming. Further litigation may be necessary to enforce our patents, to protect our trade secrets or know-how or to determine the enforceability, scope and validity of the proprietary right of others. Any litigation or interference
proceedings will be costly and will result in significant diversion of effort by technical and management personnel. An adverse determination in any of the litigation or interference proceedings to which we may become a party could subject us to
significant liabilities to third parties, require us to license disputed rights from third parties or require us to cease using such technology, which would have a material adverse effect on our business, financial condition, results of operations
and future growth prospects. Patent and intellectual property disputes in the medical device area have often been settled through licensing or similar arrangements, and could include ongoing royalties. We cannot assure you that we can obtain any
necessary licenses on satisfactory terms, if at all.



The
Market Price Of Our Stock May Be Highly Volatile.



During the three months ended September 30, 2004, our common stock traded between a range of $21.69 and $30.45 per share. The market price of our common stock could continue to fluctuate substantially due to a variety of factors, including:



| |  | Quarterly fluctuations in results of our operations;
| | - | ----------------------------------------------------



| |  | Our ability to successfully commercialize our products;
| | - | -------------------------------------------------------



| |  | Announcements regarding results of regulatory approval filing, clinical studies or other testing, technological innovations or new products commercialized by us or our competitors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Developments concerning government regulations, proprietary rights or public concern as to the safety of our technology;
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | The execution of new collaborative agreements and material changes in our relationships with our business partners;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | Market reaction to acquisitions and trends in sales, marketing, and research and development;
| | - | ---------------------------------------------------------------------------------------------



| |  | Changes in coverage or earnings estimates by analysts;
| | - | ------------------------------------------------------



| |  | Sales of common stock by existing stockholders; and
| | - | ---------------------------------------------------



| |  | Economic and political conditions.
| | - | ----------------------------------



The market price for our common stock may also be affected by our ability to meet analysts expectations. Any failure to meet such expectations, even
slightly, could have an adverse effect on the market price and volume



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fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies
for reasons unrelated to the operating performance of these companies. In the past, following periods of volatility in the market price of a companys securities, securities class action litigation has often been instituted against the company.
If similar litigation were instituted against us, it could result in substantial costs and a diversion of our managements attention and resources, which could have an adverse effect on our business, results of operations and financial
condition. See Item 5: Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in our Form 10-K for the year ended December 31, 2003 for more information regarding fluctuations in
the price of our common stock.



Delaware Law, Provisions
In Our Charter And Our Stockholder Rights Plan Could Make The Acquisition Of Our Company By Another Company More Difficult.



Our stockholder rights plan and certain provisions of our certificate of incorporation and bylaws may have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to acquire, control of our company. This could limit the price that certain investors might be willing to pay in the future for shares of our common stock. Some provisions of
our certificate of incorporation and bylaws allow us to issue preferred stock without any vote or further action by the stockholders, to eliminate the right of stockholders to act by written consent without a meeting, to specify procedures for
director nominations by stockholders and submission of other proposals for consideration at stockholder meetings, and to eliminate cumulative voting in the election of directors. Some provisions of Delaware law applicable to us could also delay or
make more difficult a merger, tender offer or proxy contest involving us, including Section 203, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years unless
certain conditions are met. Our stockholder rights plan, the possible issuance of preferred stock, the procedures required for director nominations and stockholder proposals and Delaware law could have the effect of delaying, deferring or preventing
a change in control of ArthroCare, including without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock.



We Must Obtain Governmental Clearances Or Approvals Before We Can Sell Our Products And We Must Continue To Comply
With Applicable Laws And Regulations.



Our products
are considered medical devices and are subject to extensive regulation in the United States. We must obtain premarket clearance or approval by the FDA for each of our products and indications before they can be commercialized. International sales of
our products are also subject to strict regulatory requirements. For more information about the U.S. and foreign regulatory requirements, see information under the heading Government Regulation in our Form 10-K for the year ended
December 31, 2003. Information pertaining to our products and indications before they can be commercialized can be found under the heading Government Regulations in our Form 10-K for the year ended December 31, 2003.



Future Changes In The Accounting Treatment For Employee
Stock Options May Cause Adverse Unexpected Fluctuations And Affect Our Reported Results Of Operations.



We currently account for stock options granted to employees using the intrinsic value method of accounting. Under this method, employee stock-based
compensation expense is based on the difference, if any, between the fair value of our stock and the exercise price of the award on the date of the grant. On March 31, 2004, the Financial Accounting Standards Board, the principle United States
accounting standards setting organization, issued a draft accounting pronouncement which, if implemented, will require us to record an expense for all outstanding unvested stock options and grants of new stock options effective July 1, 2005. The
pronouncement as currently proposed would also require us to record an expense for our employee stock purchase plan. There is considerable uncertainty as to how the final pronouncement will deal with those issues. The final pronouncement will be
issued in the fourth quarter of 2004 or first quarter of 2005 and certain portions of the proposed standard may change. If we are required to change our accounting policy in accordance with this draft accounting pronouncement, our reported earnings,
beginning in the third quarter of 2005, would most likely be significantly negatively impacted.



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Recently Enacted And Proposed Changes In Securities And Corporate Governance Laws And Regulations
Are Likely To Increase Our Costs.



The Sarbanes-Oxley
Act of 2002 that became law in July 2002, as well as new rules and regulations subsequently implemented by the Securities and Exchange Commission and the NASDAQ exchange on which we are listed, have required changes to some of our corporate
governance practices. The Act also requires the Securities and Exchange Commission to promulgate additional new rules on a variety of subjects. We expect all of these new rules and regulations to increase our legal and financial compliance costs, to
make some activities more difficult, time consuming and/or costly, and to make it more difficult and more expensive for us to obtain director and officer liability insurance, all of which may affect our financial performance. These new rules and
regulations may also make it more difficult for us to attract or retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee.



Investor Confidence And Share Value May Be Adversely Impacted If We Are Unable To Satisfactorily Report On The
Adequacy Of Our Internal Controls Over Financial Reporting As Of December 31, 2004, As Required By Section 404 Of The Sarbanes-Oxley Act Of 2002.



The Securities and Exchange Commission, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include
a report of management on the companys internal controls over financial reporting in its annual reports on Form 10-K that contain an assessment by management of the effectiveness of the companys internal controls over financial
reporting. In addition, the companys independent registered public accounting firm must attest to and report on managements assessment of the effectiveness of the companys internal controls over financial reporting. This
requirement will first apply to our Annual Report on Form 10-K for the fiscal year ending December 31, 2004. While we are expending significant resources in developing the necessary documentation and testing procedures required by Section 404, there
is a significant risk that we will not comply with all of the requirements imposed by Section 404 by the due date for the filing of the Companys annual report on Form 10-K. In addition, the very limited size of our organization could lead to
conditions that could be considered material weaknesses, such as those related to segregation of duties that is possible in larger organizations but more difficult in smaller organizations. If we do not effectively complete our assessment or if our
internal controls are not designed or operating effectively, our external auditors may either disclaim an opinion as it relates to managements assessment of the effectiveness of our internal control or may issue an adverse opinion on the
effectiveness of our internal controls.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Interest Rate Sensitivity



We are subject to fluctuating interest rates that may impact, adversely or otherwise, our results of operations or cash flows for our cash and cash equivalents and available-for-sale securities in addition to our outstanding debt. Although
payments under the operating leases for our facility are tied to market indices, we are not exposed to material interest rate risk associated with operating leases.



Foreign Currency Exchange Risk



Most of our revenue is realized in U.S. dollars and an increase in the value of the U.S. dollar relative to foreign currencies could make our products
less competitive in foreign markets.



The functional currency
of Atlantech Medical Devices, Ltd. is the UK Pound; the functional currency of ArthroCare GmbH, ArthroCare Austria, ArthroCare France and ArthroCare Italy is the Euro. Accordingly, all balance sheet accounts of these three operations are translated
into U.S. dollars using the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated using the average exchange rate in effect during the period. The gains and losses from foreign currency translation on
these financial statements are recorded directly into a separate component of stockholders equity under the caption Accumulated Other Comprehensive Income.



The functional currency of ArthroCare AB, our Swedish entity, and ArthroCare Costa Rica, our manufacturing facility, is the
U.S. dollar. Accordingly, all monetary assets and liabilities of these foreign operations are translated into U.S. dollars at current period-end exchange rates and non-monetary assets and liabilities and related elements of expense



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are translated using historical rates of exchange. Income and expense elements are translated to U.S. dollars using
average exchange rates in effect during the period. Gain and losses from foreign currency transactions of these subsidiaries financial statements are recorded as other income or loss in the statement of operations.



Item 4. Controls and Procedures



Evaluation of
Disclosure Controls and Procedures



We maintain disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



As required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of the Companys management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of
the quarter covered by this report.



In the course of preparing
its financial statements for the quarter ended September 30, 2004, the Company noted an error related to its European subsidiaries, which had the effect of overstating cost of goods sold and interest and other income, net and understating income
from operations for the first and second quarters of 2004 and for the six months ended June 30, 2004 for approximately $232,000, $481,000 and $713,000, respectively. The error had no impact on revenues, net income or net income per share for the
periods presented. The error has been corrected through the amendment of amounts previously presented. The Company has filed amended quarterly reports on Form 10-Q/A for each of the first two quarters of 2004. The error did not affect 2003 and prior
periods.



Our independent auditors have provided management and
our Audit Committee a letter related to this error, indicating the following internal control design deficiencies which constitute a material weakness:



| | 1. | Inadequate monitoring of foreign subsidiaries
| | -- | ---------------------------------------------



| | 2. | Failure to analyze financial results
| | -- | ------------------------------------



| | 3. | Failure to timely address significant audit findings
| | -- | ----------------------------------------------------



In light of these matters, the Companys Chief Executive Officer and Chief Financial Officer now believe that the Companys disclosure control
procedures were not effective as of the end of the fiscal quarter covered by this report, since a material weakness in the control structure of the Company existed during the quarter.



We are in the process of implementing a new control and reporting system for our European subsidiaries, which will allow us
to maintain the books and records of these subsidiaries in U.S. dollars, rather than various European currencies. We believe these changes will greatly reduce or eliminate the risk of a recurrence of this problem. The Company is currently evaluating
the design of a new monthly review control which may mitigate these deficiencies and will be implemented immediately. We expect that changes in the reporting system will be effective no later than the end of the first quarter of 2005.



Changes in Internal Controls



There has been no change in our internal control over financial reporting
during our most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting.



Sarbanes-Oxley Section 404 Compliance



The Securities and Exchange Commission, as directed by Section 404 of the Sarbanes-Oxley Act of 2002 (the Act) adopted rules requiring public
companies to include a report from management on the Companys internal controls over financial reporting in Annual Reports on Form 10-K that contains an assessment by management of the effectiveness of the companys internal controls over
financial reporting. In addition, the companys independent registered public accounting firm must attest to and report on managements assessment of the effectiveness of the companys internal controls over financial reporting. This
requirement will first apply to our Annual Report on Form 10-K for the fiscal year ending December 31, 2004. While we are expending significant resources in developing the necessary documentation and testing procedures required by Section 404, there
is a significant risk that we will not comply with all of the requirements imposed by Section 404 by the due date for the filing of the Companys annual report on Form 10-K. In addition, the very limited size of our organization could lead to
conditions that could be considered material weaknesses, such as those related to segregation of duties that is possible in larger organizations but more difficult in smaller organizations. If we do not effectively complete our assessment or if our
internal controls are not designed or operating effectively, our external auditors may either disclaim an opinion as it relates to managements assessment of the effectiveness of our internal control or may issue a qualified opinion on the
effectiveness of our internal controls.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Information with respect to this item is incorporated into this Part II, Item I by reference to the section entitled Litigation in Note 8 to the Condensed Consolidated Financial Statements contained in Part I above.



Item 6. Exhibits



Exhibits



|      |  |                                                                                                                                                          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|10.44 |  | Employment Agreement between the Registrant and Michael Baker, dated January 1, 2003.                                                                    
|      | 
|10.45 |  | Amended and Restated Credit Agreement between the Registrant, Bank of America, N.A. and Wells Fargo Bank, National Association, dated October 15, 2004. 
|      | 
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                  
|      | 
|31.2  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                  
|      | 
|32.1  |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                  
|      | 
|32.2  |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                  

---

| | Confidential treatment requested.
|- | ---------------------------------



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                                                
|----------------------- |  |  |  | -----------------------------------------------
|                        |  |  |  | ARTHROCARE CORPORATION                         
|                        |  |  |  | a Delaware corporation                         
|                        |  | 
|Date: November 26, 2004 |  |  |  | /s/ Michael A. Baker                           
|                        |  |  |  | Michael A. Baker                               
|                        |  |  |  | President, Chief Executive Officer and Director
|                        |  |  |  | (Principal Executive Officer)                  
|                        |  | 
|Date: November 26, 2004 |  |  |  | /s/ Fernando Sanchez                           
|                        |  |  |  | Fernando Sanchez                               
|                        |  |  |  | Senior Vice President,                         
|                        |  |  |  | Operations and Chief                           
|                        |  |  |  | Financial Officer                              
|                        |  |  |  | (Principal Financial and Accounting Officer)   



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