0001113481-14-000020.txt : 20140423 0001113481-14-000020.hdr.sgml : 20140423 20140423071609 ACCESSION NUMBER: 0001113481-14-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140423 DATE AS OF CHANGE: 20140423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 14777429 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-290-6000 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 8-K 1 form8-kq12014.htm 8-K Form 8-K Q1 2014


    


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): April 23, 2014


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):
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 April 23, 2014 The Medicines Company (the “Company”) announced financial results for the three months ended March 31, 2014. 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 April 23, 2014 entitled “The Medicines Company Reports First Quarter 2014 Financial Results











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:  April 23, 2014        
By:    /s/ Stephen M. Rodin        
Stephen M. Rodin
Senior Vice President and General Counsel








Exhibit Index


Exhibit No.
Description
99.1
Press release dated April 23, 2014 entitled “The Medicines Company Reports First Quarter 2014 Financial Results”


 
    





EX-99.1 2 pressreleaseq12014.htm EXHIBIT Press Release (Q1 2014)


Exhibit 99.1
FOR IMMEDIATE RELEASE:
The Medicines Company Reports First Quarter 2014 Financial Results

First Quarter Net Revenues Rise 14%, Adjusted Net Income(1) Rises 25%; Company continues year-over-year growth in revenue

PARSIPPANY, NJ -- (MARKETWIRE) -- 04/23/2014 --The Medicines Company (NASDAQ: MDCO), a global company focused on saving lives, alleviating suffering, and improving the economic efficiency of the world's leading hospitals, today announced first quarter financial results for 2014.

Highlights for the first quarter of 2014:

Worldwide net revenue increased by 14% to $177.2 million for the first quarter of 2014 from $155.8 million in the first quarter of 2013 driven by:

Worldwide Angiomax® (bivalirudin)/Angiox® (bivalirudin) revenue, which was up 9% from $142.9 million in 2013 to $155.7 million in 2014, driven by United States growth (up from $131.3 million in 2013 to $146.2 million in 2014).

Recothrom® Thrombin topical (recombinant) sales were $13.5 million in the US in the first quarter of 2014. Sales during the first quarter of 2013 were $8.6 million, after we licensed Recothrom in the United States in February 2013.

Other products including Argatroban RTU, Cleviprex® (clevidipine), Minocin IV and injectable generics recorded sales in the first quarter of 2014 of $8.0 million.

Net loss for the first quarter of 2014 was $5.0 million, or $0.08 per share, compared with net loss of $11.6 million, or $0.21 per share for the first quarter of 2013.

Adjusted net income(1) for the first quarter of 2014 increased 25% to $22.1 million, or $0.33 per share(1), compared to adjusted net income(1) of $17.7 million, or $0.31 per share(1) for the first quarter 2013.

Glenn Sblendorio, President and Chief Financial Officer, stated, “The first quarter was a strong start to the year for us with continued revenue growth. We remain focused on the progression of our late stage portfolio through regulatory filings, reimbursement processes, and manufacturing to execute on the six product launches anticipated in the next 18 months.”

“We are continuing to execute the needed steps with our acute/intensive care portfolio. We now have 6 new molecular entity regulatory submissions under review at the FDA and the EMA, spanning our three areas of focus in leading hospitals, namely: acute cardiovascular care, surgery and perioperative care, and serious infectious disease care” said Clive Meanwell, Chairman and Chief Executive Officer. “We are very focused on execution right now."

(1) Adjusted net income and adjusted earnings per share are non-GAAP financial performance measures with no standardized definitions under US GAAP. For further information and a detailed reconciliation, refer to the Non-GAAP Financial Performance Measures and Reconciliations of GAAP to Adjusted Net income sections of this release for explanations of the amounts excluded and included to arrive at adjusted net income and adjusted earnings per share amounts.




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Conference Call Information
There will be a conference call with management today at 8:30 a.m. Eastern Time to discuss first quarter 2014 financial results, operational developments, and outlook. The conference call will be available via phone and webcast. The webcast can be accessed at www.themedicinescompany.com.
Domestic Dial In: +1 (877) 359-9508
International Dial In: +1 (224) 357-2393
Passcode for both dial in numbers: 27882505
Replay is available from 11:30 a.m. Eastern Time following the conference call through May 7, 2014. To hear a replay of the call dial +1 855 859-2056 (domestic) and +1 404 537-3406 (international). Passcode for both dial in numbers is 27882505.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
In addition to financial information prepared in accordance with U.S. GAAP, this press release also contains adjusted net income and adjusted earnings per share measures that we believe provide investors and management with supplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect to projected information. Adjusted net income excludes upfront collaboration payments, amortization of acquired intangible assets, deal related charges, restructuring charges, stock-based compensation expense, changes in contingent consideration, non-cash interest and net income tax adjustments. See the attached Reconciliations of GAAP to Adjusted Net Income and Adjusted Earnings Per Share for explanations of the amounts excluded and included to arrive at adjusted net income and adjusted earnings per share amounts for the three months ended March 31, 2014 and March 31, 2013.
These adjusted measures are non-GAAP and should be considered in addition to, but not as a substitute for, the information prepared in accordance with U.S. GAAP. We typically exclude certain GAAP items that management does not believe affect our basic operations and that do not meet the GAAP definition of unusual or non-recurring items. Other companies may define these measures in different ways.
About The Medicines Company
The Medicines Company's purpose is to save lives, alleviate suffering, and contribute to the economics of healthcare by focusing on 3,000 leading acute/intensive care hospitals worldwide. Its vision is to be a leading provider of solutions in three areas: acute cardiovascular care, surgery and perioperative care, and serious infectious disease care. The company operates in the Americas, Europe and the Middle East, and Asia Pacific regions with global centers today in Parsippany, NJ, USA and Zurich, Switzerland.



Page 2 of 6









Forward Looking Statements
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, 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 Annual Report on Form 10-K filed on March 3, 2014, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

Contact:
Neera Dahiya Ravindran, MD
The Medicines Company
Vice President, Investor Relations & Strategic Planning
+1 (973) 290-6044
neera.ravindran@themedco.com


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The Medicines Company
Condensed Consolidated Statements of Income (Loss)
(unaudited)
(in thousands, except per share data)
 
Three months ended March 31,
 
 
2014
 
2013
 
 
 
 
 
Net revenue
 
$
177,235

 
$
155,753

Operating expenses:
 
 
 
 
 Cost of revenue
 
66,867

 
56,714

 Research and development
 
31,096

 
58,196

 Selling, general and administrative
 
64,521

 
63,482

 Total operating expenses
 
162,484

 
178,392

 
 
 
 
 
Income (loss) from operations
 
14,751

 
(22,639
)
 Co-promotion and profit share income
 
6,020

 
3,750

 Interest expense
 
(3,860
)
 
(3,674
)
 Other income
 
179

 
198

Income (loss) before income taxes
 
17,090

 
(22,365
)
(Provision) benefit for income taxes
 
(22,095
)
 
10,759

 
 
 
 
 
Net loss
 
(5,005
)
 
(11,606
)
Net loss attributable to non-controlling interest
 
9

 
33

Net loss attributable to The Medicines Company
 
$
(4,996
)
 
$
(11,573
)
 
 
 
 
 
Loss per common share attributable to The Medicines Company:
 
 
 
 
Basic
 
$
(0.08
)
 
$
(0.21
)
Diluted
 
$
(0.08
)
 
$
(0.21
)
Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
64,152

 
54,047

Diluted
 
64,152

 
54,047

 
 
 
 
 


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Balance Sheet Items
(in thousands)
 
March 31,
 
December 31,
 
 
2014
 
2013
 
 
(unaudited)
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
378,376

 
$
376,727

Total assets
 
$
1,740,695

 
$
1,741,282

Convertible senior notes (due 2017)
 
$
238,683

 
$
236,088

The Medicines Company stockholders' equity
 
$
904,651

 
$
892,161


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The Medicines Company
Reconciliation of GAAP to Adjusted Net Income and Adjusted Earnings Per Share
(unaudited)
 
 
 
 
 
 
 
Three months ended December 31,
(in thousands, except per share data)
 
2013
 
2012
 
 
 
 
 
Net loss attributable to The Medicines Company - GAAP
 
$
(4,996
)
 
$
(11,573
)
Before tax adjustments:
 
 
 
 
 Cost of revenue:
 
 
 
 
      Stock based compensation expense
(1) 
82

 
59

      Amortization of acquired intangible assets
(2) 
5,090

 
3,809

      Restructuring charges
(3) 

 
573

 Research and development:
 
 
 
 
      Stock based compensation expense
(1) 
1,333

 
791

      Restructuring charges
(3) 

 
1,146

      Upfront collaboration payments
(4) 

 
25,000

 Selling, general and administrative:
 
 
 
 
      Stock based compensation expense
(1) 
5,957

 
3,761

      Amortization of acquired intangible assets
(2) 
1,547

 
1,128

      Change in contingent value rights
(5) 
2,264

 
(364
)
      Restructuring charges
(3) 

 
4,438

      Expenses incurred for certain transactions
(6) 

 
3,588

 Other:
 
 
 
 
      Non-cash interest expense
(7) 
2,914

 
2,728

Net income tax adjustments
(8) 
7,918

 
(17,386
)
Net income attributable to The Medicines Company - Adjusted
 
$
22,109

 
$
17,698

 
 
 
 
 
Net income per share attributable to The Medicines Company - Adjusted
 
 
 
 
   Basic
 
$
0.34

 
$
0.33

   Diluted
(9) 
$
0.33

 
$
0.31

Weighted average number of common shares outstanding:
 
 
 
 
   Basic
 
64,152

 
54,047

   Diluted - Adjusted
(9) 
66,654

 
57,161

Explanation of Adjustments:
(1) Exclude share based compensation of $7,372 and $4,611 for three months ended March 31, 2014 and March 31, 2013.
(2) Exclude amortization of intangible assets resulting from transactions with Nycomed, CSL, APP, Teva, and BMS.
(3) Exclude restructuring charges relating to headcount reduction of $6,157 for three months ended March 31, 2013.
(4) Exclude upfront payments for research and development collaboration arrangements.
(5) Exclude changes in contingent value rights due to shareholders of Targanta Therapeutics, Incline Therapeutics, ProFibrix and Rempex.
(6) Exclude charges related to the acquisition of Incline and license of Recothrom.
(7) Exclude non-cash interest expense related to convertible senior notes.
(8) Net income tax adjustments reflect the estimated tax effect of the above adjustments and the impact of certain other
non-operating tax adjustments.
(9) Reflects impact of note hedge transactions on outstanding diluted share amounts and net income per share associated with convertible
senior notes.

In addition to the financial information prepared in accordance with U.S. GAAP, this press release also contains adjusted financial measures that we believe provide investors and management with supplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect to projected information. These adjusted measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with U.S. GAAP. We typically exclude certain GAAP items that management does not believe affect our basic operations and that do not meet the GAAP definition of unusual or non-recurring items. Other companies may define these measures in different ways.

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