-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTTn11WNU+FKKjGBQ2/qlLqm/RQUHrY3Vt2qno49f7gy45pIAHTFY0eh9MzFWgX4 O0DBJ6aRf778wkUAHGo+Lw== 0001157523-05-008908.txt : 20051019 0001157523-05-008908.hdr.sgml : 20051019 20051019080607 ACCESSION NUMBER: 0001157523-05-008908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 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: 051144174 BUSINESS ADDRESS: STREET 1: 8 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-656-1616 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 8-K 1 a4998398.txt THE MEDICINES COMPANY 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): October 19, 2005 The Medicines Company - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 - ------------------------------- ---------------------- ----------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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 October 19, 2005, The Medicines Company (the "Company") announced financial results for the quarter ended September 30, 2005. 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 (c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release dated October 19, 2005 entitled "The Medicines Company Reports Third Quarter 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: October 19, 2005 By: /s/ Steven H. Koehler --------------------- Steven H. Koehler Senior Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press release dated October 19, 2005 entitled "The Medicines Company Reports Third Quarter Financial Results" EX-99.1 2 a4998398ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 The Medicines Company Reports Third Quarter Financial Results PARSIPPANY, N.J.--(BUSINESS WIRE)--Oct. 19, 2005--The Medicines Company (NASDAQ: MDCO) today announced its financial results for the third quarter and first nine months of 2005. The Company announced preliminary estimates of third quarter results on October 5. Financial highlights for the third quarter and first nine months include: -- Net revenues were $31.9 million for the third quarter 2005, compared to $37.7 million for the third quarter of 2004. For the first nine months of 2005, net revenues were $118.1 million, compared to $103.4 million for the first nine months of 2004. -- Net loss was $6.2 million for the third quarter 2005, compared to net income of $5.3 million for the third quarter 2004. For the first nine months of 2005, net loss was $2.6 million, compared to net income of $12.3 million for the first nine months of 2004. Clive Meanwell, Chairman and CEO of The Medicines Company stated, "While underlying demand for Angiomax(R) (bivalirudin) grew in the third quarter, reported net sales to wholesalers were reduced by $13 million, as planned, in line with our previously announced restructured wholesaler arrangements. Some of the benefits of these new arrangements are already apparent." On October 5, the Company reported that it agreed with its largest wholesalers to enter into new fee-for-service arrangements that the Company expects will improve its margins, create more predictable buying patterns, and result in reductions in wholesaler inventories. Commenting on recent operations developments, John Kelley, President and Chief Operating Officer, said, "We are reporting our third quarter results from the TCT (Transcatheter Cardiovascular Therapeutics) conference, the largest annual meeting of our core customers, interventional cardiologists. The strong presence of The Medicines Company and the abundance of new data on Angiomax presented at this meeting give us optimism for anticipated fourth quarter growth." Mr. Kelley continued, "Our clinical development programs are on track -- we expect completion of enrollment in the ACUITY trial this year and presentation of results at the ACC (American College of Cardiology) conference next March. We also expect to commence cangrelor Phase III trials in the fourth quarter. We just announced that we are resuming the clevidipine Phase III program, so our acute hospital care portfolio is back up to full strength." There will be a conference call with management today at 8:30 A.M. to discuss financial results, operational developments and financial guidance. To listen live, webcast login is available at http://www.themedicinescompany.com. Alternatively, the call dial-in is 800-638-4930 (passcode is 80774629). From outside U.S.: dial 1-617-614-3944 (passcode is 80774629). Replay available for two weeks following call: 888-286-8010. Replay outside the U.S.: 1-617-801-6888. Replay passcode: 11392938. The Medicines Company meets the demands of the world's most advanced medical practitioners by developing products that improve acute hospital care. The Company markets Angiomax(R)(bivalirudin), an anti-clotting therapy approved in the U.S. and other countries for use in patients undergoing coronary angioplasty, a procedure to clear restricted blood flow in arteries around the heart. The Medicines Company creates value using its range of clinical and commercial skills to develop products acquired from leading life science innovators. The Company's website is http://www.themedicinescompany.com. Statements contained in this press release about The Medicines Company, the Company's projected revenues and financial results expected benefits of the Company's restructured wholesaler arrangements, the timing of clinical trials and clinical trial results, 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", "plans", "expects", "intends", "potential", "estimates" and similar expressions 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 dependence on wholesalers and international distribution partners for sales of Angiomax and the fluctuation of revenues based on the buying patterns of these wholesalers and international distribution partners, the success of the arrangements with the Company's wholesalers referred to in this release, that these wholesaler arrangements are subject to termination on short notice, physicians' acceptance of Angiomax clinical trial results, whether the Company will be able to obtain regulatory approval for additional indications of Angiomax, whether the Company's products will receive approvals from regulatory agencies, whether the Company's products will advance in the clinical trials process, whether the clinical trial results will warrant submission of applications for regulatory approval, and such other factors as are set forth in the risk factors detailed from time to time in the Company's periodic reports 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 August 8, 2005, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements. The Medicines Company Consolidated Statements of Operations Three months ended (in thousands, except per share data) September 30, --------------------- 2005 2004 --------------------- (unaudited) --------------------- Net revenue $ 31,920 $ 37,715 Operating expenses: Cost of revenue 6,107 9,148 Research and development 17,820 12,332 Selling, general and administrative 15,438 11,353 --------- --------- Total operating expenses 39,365 32,833 --------- --------- Income/(loss) from operations (7,445) 4,882 Other income 1,145 516 --------- --------- Income/(loss) before income taxes (6,300) 5,398 Provision for income taxes 68 (137) --------- --------- Net income/(loss) $ (6,232) $ 5,261 ========= ========= Basic earnings/(loss) per common share $ (0.13) $ 0.11 ========= ========= Shares used in computing basic earnings/(loss) per common share 49,612 47,885 ========= ========= Diluted earnings/(loss) per common share $ (0.13) $ 0.11 ========= ========= Shares used in computing diluted earnings/(loss) per common share 49,612 49,666 ========= ========= Nine months ended (in thousands, except per share data) September 30, ----------------------- (unaudited) ----------------------- 2005 2004 ----------- ----------- Net revenue $ 118,086 $ 103,386 Operating expenses: Cost of revenue 27,701 20,329 Research and development 51,428 34,183 Selling, general and administrative 44,526 37,599 ----------- ----------- Total operating expenses 123,655 92,111 ----------- ----------- Income/(loss) from operations (5,569) 11,275 Other income 3,030 1,475 ----------- ----------- Income/(loss) before income taxes (2,539) 12,750 Provision for income taxes (104) (418) ----------- ----------- Net income/(loss) $ (2,643) $ 12,332 =========== =========== Basic earnings/(loss) per common share $ (0.05) $ 0.26 =========== =========== Shares used in computing basic earnings/(loss) per common share 49,349 47,715 =========== =========== Diluted earnings/(loss) per common share $ (0.05) $ 0.25 =========== =========== Shares used in computing diluted earnings/(loss) per common share 49,349 49,697 =========== =========== The Medicines Company Condensed Consolidated Balance Sheets September December 30, 2005 31, 2004 (in thousands) ----------- ----------- (unaudited) ASSETS Cash, cash equivalents, available for sales securities $ 136,146 $ 160,312 Accrued interest receivable 736 912 Accounts receivable, net 38,809 18,388 Inventories 42,635 27,342 Prepaid expenses and other current assets 1,530 1,252 ----------- ----------- Total current assets 219,856 208,206 ----------- ----------- Fixed assets, net 3,880 1,677 Other assets 139 161 ----------- ----------- Total assets $ 223,875 $ 210,044 =========== =========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities $ 44,761 $ 34,856 Deferred revenue 3,304 3,517 Stockholders' equity 175,810 171,671 ----------- ----------- Total liabilities and stockholders' equity $ 223,875 $ 210,044 =========== =========== CONTACT: The Medicines Company Michael Mitchell, 973-656-1616 investor.relations@themedco.com -----END PRIVACY-ENHANCED MESSAGE-----