8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  July 23, 2008

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

Delaware	000-31191	04-3324394
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8 Campus Drive Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 656-1616

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On July 23, 2008, The Medicines Company (the “Company”) announced financial results for the quarter and six-month period ended June 30, 2008.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1	Press release dated July 23, 2008 entitled “The Medicines Company Reports Second Quarter and First Half 2008 Financial Results and Raises Full Year Top Line Guidance”

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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 hereunto duly authorized.

	THE MEDICINES COMPANY
Date:  July 23, 2008	By:	/s/ Paul M. Antinori
		Paul M. Antinori
		Senior Vice President and General Counsel

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Exhibit Index

Exhibit No.	Description
99.1	Press release dated July 23, 2008 entitled “The Medicines Company Reports Second Quarter and First Half 2008 Financial Results and Raises Full Year Top Line Guidance”

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EX-99.1

Exhibit 99.1

	PRESS RELEASE
Contact:	Robyn Brown
	Vice President, Investor Relations
	The Medicines Company
	973-656-1616
	investor.relations@themedco.com

FOR IMMEDIATE RELEASE:

THE MEDICINES COMPANY REPORTS SECOND QUARTER AND FIRST HALF 2008 FINANCIAL
RESULTS AND RAISES FULL YEAR TOP LINE GUIDANCE

PARSIPPANY, NJ – July 23, 2008 – The Medicines Company (NASDAQ: MDCO) today announced its financial results for the second quarter and first half of 2008.

Financial highlights for the second quarter of 2008:

·Net revenue increased by 54% to $86.7 million for the second quarter of 2008 from $56.4 million for the second quarter of 2007.

·Angiomax® (bivalirudin) U.S. sales increased by 53% to $84.5 million for the second quarter of 2008 from $55.2 million for the second quarter of 2007.

·Angiomax/Angiox international net revenue in the second quarter of 2008 increased $1.0 million to $2.2 million compared to $1.2 million in the second quarter of 2007.

·Net income for the second quarter of 2008 was $4.1 million, or $0.08 per share, compared to net income of $0.8 million, or $0.02 per share, for the second quarter of 2007.

·Excluding stock-based compensation expense and non-cash income taxes, the Company reported second quarter of 2008 non-GAAP net income of $14.5 million, or $0.28 per share, compared to non-GAAP net income of $5.1 million, or $0.10 per share, for the second quarter of 2007.

John Kelley, President and Chief Operating Officer, stated, “We continue to execute our Angiomax strategy to gain market share and further penetrate the PCI market.  We look forward to hearing from the FDA on our Cleviprex submission and continue to build our European infrastructure which will lead to multiple revenue sources in the near

The Medicines Company   8 Campus Drive   Parsippany, New Jersey 07054   Tel: (973)656-1616   Fax: (973)656-9898

future.”

Financial highlights for the first half of 2008:

·Net revenue increased by 35% to $166.2 million for the first half of 2008 from $123.0 million for the same period in 2007.

·Angiomax U.S. sales increased by 33% to $161.4 million for the first half of 2008 from $121.5 million for the first half of 2007.

·Angiomax/Angiox international net revenue in the first half of 2008 increased $3.3 million to $4.8 million compared to $1.5 million in the first half of 2007.

·Net income for the first half of 2008 was $8.9 million, or $0.17 per share, compared to net income of $3.9 million, or $0.07 per share, for the first half of 2007.

·Excluding stock-based compensation expense and non-cash income taxes, the Company reported first half of 2008 non-GAAP net income of $26.9 million, or $0.51 per share, compared to non-GAAP net income of $13.3 million, or $0.25 per share, for the first half of 2007.

The following table provides reconciliations between GAAP and non-GAAP net income for the second quarter (Q2) and first half (1H) of 2008 and 2007.  Non-GAAP net income excludes stock-based compensation expense and the non-cash provision for income taxes:

(in millions)	Reported GAAP Net Income		FAS 123R Stock-Based Compensation Expense		Non-Cash Provision for Income Taxes		Non-GAAP Net Income (1)
Q2 2008	$	4.1	$	6.9	$	3.6	$	14.5
Q2 2007	$	0.8	$	3.7	$	0.6	$	5.1
1H 2008	$	8.9	$	11.4	$	6.6	$	26.9
1H 2007	$	3.9	$	7.2	$	2.2	$	13.3

Note: Amounts may not sum due to rounding.

(1) Excluding stock-based compensation expense and the non-cash provision for income taxes

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Reconciliations between GAAP and non-GAAP fully diluted earnings per share (EPS) for the second quarter (Q2) and first half (1H) of 2008 and 2007 are provided in the following table:

(per share)	Reported GAAP EPS		FAS 123R Stock-Based Compensation Expense		Non-Cash Provision for Income Taxes		Non-GAAP EPS(1)
Q2 2008	$	0.08	$	0.13	$	0.07	$	0.28
Q2 2007	$	0.02	$	0.07	$	0.01	$	0.10
1H 2008	$	0.17	$	0.22	$	0.13	$	0.51
1H 2007	$	0.07	$	0.14	$	0.04	$	0.25

Note: Amounts may not sum due to rounding.

(1) Excluding stock-based compensation expense and the non-cash provision for income taxes

The Company believes that presenting the non-GAAP information contained in the financial tables and in this press release assists investors and others in gaining a better understanding of the Company’s core operating results and future prospects, expected growth rates or forecasted guidance, particularly as related to stock-based compensation expense and the non-cash provision for income taxes.  Management uses this non-GAAP information, in addition to the GAAP information, as the basis for measuring the Company’s core operating performance and comparing such performance to that of prior periods and to the performance of its competitors. Such measures are also used by management in its financial and operating decision-making. Non-GAAP information is not meant to be considered superior to or a substitute for the Company’s results of operations prepared in accordance with GAAP. A reconciliation of GAAP results with non-GAAP results may also be found in the attached financial tables.

Revised 2008 Guidance

Based upon results of the first half of 2008, the Company provided revised 2008 guidance as follows:

·Full year net revenue of $335 million to $355 million, including:

·US net revenue for Angiomax of $320 million to $330 million

·SG&A expense of $153 million to $159 million (GAAP)

·$135 million to $140 million excluding stock-based compensation expense

·Total stock-based compensation expense of $22 million to $24 million

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The Company reaffirmed 2008 guidance on other line items as follows:

(in millions, except percentages and per share amounts)	Original	Revised
Net Sales
US Angiomax	$310-$320	$320-$330
International Angiox	$10-$15
US Cleviprex	$5-$10
Total	$325-$345	$335-$355
Cost of revenue	25%
R&D (GAAP)	$79-$83
(w/o 123R)	$75-$79
SG&A (GAAP)	$146-$153	$153-$159
(w/o 123R)	$130-$135	$135-$140
Stock Based Comp -123R (1)	$20-$22	$22-$24
Investment Income	$6-$8
Effective Tax Rate	50%-55%
Net Income - GAAP	$12-$16
- Non GAAP	$41-$49
EPS - GAAP	$0.22-$0.30
EPS - Non GAAP	$0.77-$0.92

(1) Note that GAAP reporting of R&D and SG&A include stock based compensation expense

There will be a conference call with management today at 8:30 a.m. Eastern Time to discuss second quarter and first half 2008 financial results, guidance and operational developments.  The conference call will be available via phone and webcast.  The webcast can be accessed at The Medicines Company website at www.themedicinescompany.com.

The dial in information is listed below:

Domestic Dial In: 877-419-6590

International Dial In: 719-325-4894

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Replay is available from 11:30 a.m. Eastern Time following the conference call through August 6, 2008.  To hear a replay of the call, dial 888-203-1112 (domestic) and 719-457-0820 (international).  Passcode for both dial in numbers is 4642411.

MDCO-F

About The Medicines Company:The Medicines Company (NASDAQ: MDCO) is focused on advancing the treatment of critical care patients through the delivery of innovative, cost-effective medicines to the worldwide hospital marketplace. The Company markets Angiomax® (bivalirudin) in the United States and other countries for use in patients undergoing coronary angioplasty, a procedure to clear restricted blood flow in arteries around the heart. The Company also has two products in late-stage development, Cleviprex™ (clevidipine butyrate) injectable emulsion and cangrelor. The Company’s website is www.themedicinescompany.com.

This document is intended to assist listeners of The Medicines Company’s quarterly results conference call available via webcast at www.themedicinescompany.com.  In this document and the call, statements about The Medicines Company that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words “believes,” “anticipates” and “expects” and similar expressions, including our 2008 guidance, are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.  Important factors that may cause or contribute to such differences include the extent of the commercial success of Angiomax, whether the Company’s products will advance in the clinical trials process on a timely basis or at all, whether the Company will make regulatory submissions for product candidates on a timely basis, whether its regulatory submissions will receive approvals from regulatory agencies on a timely basis or at all, whether physicians, patients and other key decision makers will accept clinical trial results, risks associated with the establishment of international operations, and such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission including, without limitation, the risk factors detailed in the Company’s Quarterly Report on Form 10-Q filed on May 12, 2008, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

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The Medicines Company

Consolidated Statements of Operations

(unaudited)

	Three months ended June 30,
(in thousands, except per share data)	2008			2007
Net revenue	$	86,731		$	56,399
Operating expenses:
Cost of revenue	21,939			15,094
Research and development	19,781			15,729
Selling, general and administrative	38,789			26,819
Total operating expenses	80,509			57,642
Income (loss) from operations	6,222			(1,243		)
Other income	1,805			2,719
Income before income taxes	8,027			1,476
Provision for income taxes	(3,971		)	(659		)
Net income	$	4,056		$	817
Basic earnings per common share	$	0.08		$	0.02
Shares used in computing basic earnings per common share	51,834			51,638
Diluted earnings per common share	$	0.08		$	0.02
Shares used in computing diluted earnings per common share	52,441			52,294

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	Six Months Ended June 30,
(in thousands, except per share data)	2008			2007
Net revenue	$	166,159		$	123,046
Operating expenses:
Cost of revenue	41,032			32,874
Research and development	38,443			35,208
Selling, general and administrative	74,139			53,957
Total operating expenses	153,614			122,039
Income from operations	12,545			1,007
Other income	4,186			5,302
Income before income taxes	16,731			6,309
Provision for income taxes	(7,821		)	(2,444		)
Net income	$	8,910		$	3,865
Basic earnings per common share	$	0.17		$	0.07
Shares used in computing basic earnings per common share	51,792			51,578
Diluted earnings per common share	$	0.17		$	0.07
Shares used in computing diluted earnings per common share	52,361			52,587

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The Medicines Company

Condensed Consolidated Balance Sheets

(unaudited)

	June 30,		December 31,
(in thousands)	2008		2007
ASSETS
Cash, cash equivalents and available for sales securities	$	238,068	$	222,113
Accrued interest receivable	1,071		1,598
Accounts receivable, net	25,081		25,584
Inventory	29,567		35,468
Prepaid expenses and other current assets	10,949		7,425
Total current assets	304,736		292,188
Fixed assets, net	4,054		3,245
Intangible assets, net	14,641		14,929
Restricted cash	5,000		5,000
Deferred tax assets	39,433		46,018
Other assets	181		136
Total assets	$	368,045	$	361,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	68,454	$	83,620
Stockholders’ equity	299,591		277,896
Total liabilities and stockholders’ equity	$	368,045	$	361,516

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The Medicines Company

Reconciliation of GAAP to non-GAAP Measures

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,
	2008
							Non-Cash
	GAAP (1)						Tax			Non-GAAP (4)
	As Reported			SFAS123R			Provision			As Adjusted
Net revenue	$	86,731		$	—		$	—		$	86,731
Operating expenses:
Cost of revenue	21,939			(219		)(2)	—			21,720
Research and development	19,781			(1,192		)(2)	—			18,589
Selling, general and administrative	38,789			(5,451		)(2)	—			33,338
Total operating expenses	80,509			(6,862		)	—			73,647
Income from operations	6,222			6,862			—			13,084
Other income	1,805			—			—			1,805
Income before income taxes	8,027			6,862			—			14,889
Provision for income taxes	(3,971		)	—			3,586		(3)	(385		)
Net income	4,056			6,862			3,586			14,504
Basic earnings per common share	$	0.08		$	0.13		$	0.07		$	0.28
Shares used in computing basic earnings per common share	51,834			51,834			51,834			51,834
Diluted earnings per common share	$	0.08		$	0.13		$	0.07		$	0.28
Shares used in computing diluted earnings per common share	52,441			52,441			52,441			52,441

(1)GAAP Results

(2)Non-cash stock compensation expense

(3)Non-cash tax provision

(4)Non-GAAP Results

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	Six Months Ended June 30,
	2008
							Non-Cash
	GAAP (1)						Tax			Non-GAAP (4)
	As Reported			SFAS123R			Provision			As Adjusted
Net revenue	$	166,159		$	—		$	—		$	166,159
Operating expenses:
Cost of revenue	41,032			(356		)(2)	—			40,676
Research and development	38,443			(1,872		)(2)	—			36,571
Selling, general and administrative	74,139			(9,196		)(2)	—			64,943
Total operating expenses	153,614			(11,424		)	—			142,190
Income from operations	12,545			11,424			—			23,969
Other income	4,186			—			—			4,186
Income before income taxes	16,731			11,424			—			28,155
Provision for income taxes	(7,821		)	—			6,602		(3)	(1,219		)
Net income	8,910			11,424			6,602			26,936
Basic earnings per common share	$	0.17		$	0.22		$	0.13		$	0.52
Shares used in computing basic earnings per common share	51,792			51,792			51,792			51,792
Diluted earnings per common share	$	0.17		$	0.22		$	0.13		$	0.51
Shares used in computing diluted earnings per common share	52,361			52,361			52,361			52,361

(1)GAAP Results

(2)Non-cash stock compensation expense

(3)Non-cash tax provision

(4)Non-GAAP Results

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