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 28, 2010

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 Sylvan Way Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 290-6000

(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):

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

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

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

oPre-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 28, 2010, The Medicines Company (the “Company”) announced financial results for the quarter ended June 30, 2010.  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 28, 2010 entitled “The Medicines Company Reports Second Quarter 2010 Financial Results”

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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 28, 2010	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 28, 2010 entitled “The Medicines Company Reports Second Quarter 2010 Financial Results”

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EX-99.1

Exhibit 99.1

Contact:	Michael Mitchell
	The Medicines Company
	973-290-6000
	investor.relations@themedco.com

FOR IMMEDIATE RELEASE:

THE MEDICINES COMPANY REPORTS SECOND QUARTER 2010 FINANCIAL RESULTS

Top line growth, development portfolio progress and strong net operating performance

PARSIPPANY, NJ, July 28, 2010 — The Medicines Company (NASDAQ: MDCO) today announced its financial results for the second quarter of 2010.

Financial highlights for the second quarter of 2010:

·Net revenue increased to $110.1 million for the second quarter from $104.2 million for the second quarter 2009.

·Angiomax U.S. sales increased to $104.4 million compared to $98.8 million for the second quarter 2009.

·Angiomax/Angiox international net revenue increased to $5.8 million compared to $4.5 million for the second quarter 2009.

·Net income was $15.4 million, or $0.29 per share, compared to net income of $3.8 million, or $0.07 per share for the second quarter 2009.

·Non-GAAP net income was $18.3 million, or $0.35 per share, compared to non-GAAP net income of $12.3 million, or $0.24 per share for the same period 2009.  Non-GAAP net income excludes the transaction charges related to the 2009 Targanta acquisition, stock-based compensation expense and non-cash income taxes.

Clive Meanwell, Chairman and Chief Executive Officer, stated, “In the second quarter revenues reached record levels globally with market share gains of the Angiomax/ Angiox franchise in the U.S. and major European markets. We also made progress with our development portfolio of three Phase 3 and two earlier stage compounds. In addition, we continue to tighten expenditures with the result that our net income was robust and we improved our cash position substantially.”

Financial highlights for the first six months of 2010:

·Net revenue increased to $212.2 million for the first six months of 2010 from $203.4 million for same period 2009.

·Angiomax U.S. sales increased to $200.8 million compared to $195.7 million for same period 2009.

The Medicines Company 8 Sylvan Way Parsippany, New Jersey 07054 Tel: (973)290-6000 Fax: (973)656-9898

·Angiomax/Angiox international net revenue increased to $11.4 million compared to $7.7 million for same period 2009.

·Net income was $24.9 million, or $0.47 per share, compared to net income of $0.5 million, or $0.01 per share for same period 2009.

·Non-GAAP net income was $30.8 million, or $0.58 per share, compared to non-GAAP net income of $15.5 million, or $0.29 per share for the same period 2009.  Non-GAAP net income excludes the transaction charges related to the 2009 Targanta acquisition, stock-based compensation expense and non-cash income taxes.

The following table provides reconciliations between GAAP and non-GAAP net income (loss) for second quarter (Q2) and first six months (6M) of 2010 and 2009.  Non-GAAP net income excludes the transaction charges related to the first quarter 2009 Targanta acquisition, stock-based compensation expense and non-cash income taxes:

(in millions)	Reported GAAP Net Income		Targanta Acquisition Costs		FAS 123R Stock-Based Compensation Expense		Non-cash Provision (Benefit) for Income Taxes			Non-GAAP Net Income(1)
Q2 2010	$	15.4	$	—	$	2.3	$	0.5		$	18.3
Q2 2009	$	3.8	$	0.3	$	5.4	$	2.8		$	12.3
6M 2010	$	24.9	$	—	$	5.1	$	0.9		$	30.8
6M 2009	$	0.5	$	4.3	$	10.9	$	(0.2	)	$	15.5

Note: Amounts may not sum due to rounding.

(1) Excluding the Targanta acquisition costs, stock-based compensation expense and the non-cash provision (benefit) for income taxes.

Reconciliations between GAAP and non-GAAP fully diluted earnings per share (EPS) for the second quarter (Q2) and first six months (6M) of 2010 and 2009 are provided in the following table:

(per share)	Reported GAAP EPS		Targanta Acquisition Costs		FAS 123R Stock-Based Compensation Expense		Non-cash Provision (Benefit) for Income Taxes		Non-GAAP EPS(1)
Q2 2010	$	0.29	$	—	$	0.04	$	0.01	$	0.35
Q2 2009	$	0.07	$	0.01	$	0.10	$	0.05	$	0.24
6M 2010	$	0.47	$	—	$	0.10	$	0.02	$	0.58
6M 2009	$	0.01	$	0.08	$	0.21	$	—	$	0.29

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Note: Amounts may not sum due to rounding.

(1) Excluding the Targanta acquisition costs, 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 transaction charges associated with the Targanta acquisition, stock-based compensation expense and non-cash 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.

There will be a conference call with management today at 8:30 a.m. Eastern Time to discuss financial results 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:	866-362-5158
International Dial In:	617-597-5397
Passcode for both dial in numbers:	83135911

Replay is available from 11:30 a.m. Eastern Time following the conference call through August 11, 2010.  To hear a replay of the call dial 888-286-8010 (domestic) and 617-801-6888 (international).  Passcode for both dial in numbers is 37130585.

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, and Cleviprex® (clevidipine butyrate) injectable emulsion in the United

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States for the reduction of blood pressure when oral therapy is not feasible or not desirable. The Company’s website is www.themedicinescompany.com.

Statements contained in this press release 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 the Company’s preliminary revenue results, 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, the Company’s ability to develop its global operations and penetrate foreign markets, 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 10, 2010, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

The Medicines Company

Condensed Consolidated Statements of Operations

(unaudited)

	Three months ended June 30,
(in thousands, except per share data)	2010			2009
Net revenue	$	110,135		$	104,175
Operating expenses:
Cost of revenue	33,568			30,353
Research and development	20,575			21,784
Selling, general and administrative	39,409			45,910
Total operating expenses	93,552			98,047
Income from operations	16,583			6,128
Other (expense) income	(117		)	734
Income before income taxes	16,466			6,862
Provision for income taxes	(1,040		)	(3,051		)
Net income	$	15,426		$	3,811
Basic earnings per common share	$	0.29		$	0.07
Shares used in computing basic earnings per common share	52,819			52,232
Diluted earnings per common share	$	0.29		$	0.07
Shares used in computing diluted earnings per common share	52,924			52,532

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The Medicines Company

Condensed Consolidated Statements of Operations

(unaudited)

	Six months ended June 30,
(in thousands, except per share data)	2010			2009
Net revenue	$	212,223		$	203,392
Operating expenses:
Cost of revenue	62,337			58,650
Research and development	37,452			46,221
Selling, general and administrative	85,530			99,504
Total operating expenses	185,319			204,375
Income (loss) from operations	26,904			(983		)
Other (expense) income	(428		)	1,903
Income before income taxes	26,476			920
Provision for income taxes	(1,618		)	(458		)
Net income	$	24,858		$	462
Basic earnings per common share	$	0.47		$	0.01
Shares used in computing basic earnings per common share	52,658			52,187
Diluted earnings per common share	$	0.47		$	0.01
Shares used in computing diluted earnings per common share	52,823			52,534

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The Medicines Company

Condensed Consolidated Balance Sheets

	June 30,		December 31,
(in thousands)	2010		2009
ASSETS
Cash, cash equivalents and available for sales securities	$	218,803	$	176,191
Accrued interest receivable	1,256		922
Accounts receivable, net	20,719		29,789
Inventory	28,423		25,836
Prepaid expenses and other current assets	6,029		9,984
Total current assets	275,230		242,722
Fixed assets, net	22,166		25,072
Intangible assets, net	83,802		84,678
Restricted cash	7,049		7,049
Goodwill	14,671		14,934
Other assets	257		321
Total assets	$	403,175	$	374,776
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	80,130	$	86,619
Contingent purchase price	25,145		23,667
Deferred Tax Liability	19,252		18,395
Other Long Term Liabilities	5,784		5,706
Stockholders’ equity	272,864		240,389
Total liabilities and stockholders’ equity	$	403,175	$	374,776

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The Medicines Company

Reconciliation of GAAP to non-GAAP Measures

(All amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,
	2010
	GAAP(1)			Targanta Acquisition(2)		SFAS 123R			Non-cash Tax Provision			Non-GAAP(5) As Adjusted
Net revenue	$	110,135		$	—	$	—		$	—		$	110,135
Operating expenses:
Cost of revenue	33,568			—		(72		)(3)	—			33,496
Research and development	20,575			—		(442		)(3)	—			20,133
Selling, general and administrative	39,409			—		(1,823		)(3)	—			37,586
Total operating expenses	93,552			—		(2,337		)	—			91,215
Income from operations	16,583			—		2,337			—			18,920
Other (loss) income	(117		)	—		—			—			(117		)
Income before income taxes	16,466			—		2,337			—			18,803
(Provision) benefit for income taxes	(1,040		)	—		—			531		(4)	(509		)
Net income	15,426			—		2,337			531			18,294
Basic earnings per common share	$	0.29		$	—	$	0.04		$	0.01		$	0.35
Shares used in computing basic earnings per common share	52,819			52,819		52,819			52,819			52,819
Diluted earnings per common share	$	0.29		$	—	$	0.04		$	0.01		$	0.35
Shares used in computing diluted earnings per common share	52,924			52,924		52,924			52,924			52,924

(1) GAAP Results

(2) Targanta Acquisition

(3) Non-cash stock compensation expense

(4) Non-cash income taxes

(5) Non-GAAP Results

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The Medicines Company

Reconciliation of GAAP to non-GAAP Measures

(All amounts in thousands, except per share amounts)

(Unaudited)

	Six Months Ended June 30,
	2010
	GAAP(1)			Targanta Acquisition(2)		SFAS 123R			Non-cash Tax Provision			Non-GAAP(5) As Adjusted
Net revenue	$	212,223		$	—	$	—		$	—		$	212,223
Costs and expenses:
Cost of revenue	62,337			—		(161		)(3)	—			62,176
Research and development	37,452			—		(1,238		)(3)	—			36,214
Selling, general and administrative	85,530			—		(3,681		)(3)	—			81,849
Total operating expenses	185,319			—		(5,080		)	—			180,239
Income from operations	26,904			—		5,080			—			31,984
Other (loss) income	(428		)	—		—			—			(428		)
Income before income taxes	26,476			—		5,080			—			31,556
(Provision) benefit for income taxes	(1,618		)	—		—			857		(4)	(761		)
Net income	24,858			—		5,080			857			30,795
Basic earnings per common share	$	0.47		$	—	$	0.10		$	0.02		$	0.58
Shares used in computing basic earnings per common share	52,658			52,658		52,658			52,658			52,658
Diluted earnings per common share	$	0.47		$	—	$	0.10		$	0.02		$	0.58
Shares used in computing diluted earnings per common share	52,823			52,823		52,823			52,823			52,823

(1) GAAP Results

(2) Targanta Acquisition

(3) Non-cash stock compensation expense

(4) Non-cash income taxes

(5) Non-GAAP Results

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