0001104659-16-093511.txt : 20160203 0001104659-16-093511.hdr.sgml : 20160203 20160203141659 ACCESSION NUMBER: 0001104659-16-093511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160201 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANNETT CO INC CENTRAL INDEX KEY: 0000057725 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 230787699 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31298 FILM NUMBER: 161384310 BUSINESS ADDRESS: STREET 1: 9000 STATE RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2153339000 MAIL ADDRESS: STREET 1: 9000 STATE ROAD STREET 2: 9000 STATE ROAD CITY: PHLADELPHIA STATE: PA ZIP: 19136 FORMER COMPANY: FORMER CONFORMED NAME: NETHERLANDS SECURITIES INC DATE OF NAME CHANGE: 19660629 8-K 1 a16-3373_28k.htm 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): February 1, 2016

 

LANNETT COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Commission File No. 001-31298

 

State of Delaware

 

23-0787699

(State of Incorporation)

 

(I.R.S. Employer I.D. No.)

 

9000 State Road

Philadelphia, PA 19136

(215) 333-9000

(Address of principal executive offices and telephone number)

 

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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

 

On February 1, 2016, the Company announced a restructuring plan (“the Plan”) to streamline operations, improve efficiencies and significantly reduce costs.  The initiatives are part of the Company’s efforts to integrate the recently completed acquisition of Kremers Urban Pharmaceuticals Inc. (KU).  Actions have already begun and include the closing of KU’s corporate offices in Princeton, New Jersey, an immediate workforce reduction of approximately 10% and a total staff reduction of approximately 20% over the next three years.

 

The Plan is expected to result in approximately $40 million of cost reductions during the 12 months following the close of the acquisition, including $27 million in fiscal 2016, and is currently estimated to generate annualized synergies of approximately $50 million by the end of fiscal 2018 and achieve an ultimate run rate of approximately $65 million by the end of fiscal 2020.

 

The Company currently estimates that it will incur aggregate costs to implement the Plan of approximately $20 million to $22 million.  The costs associated with the Plan, the majority of which are expected to be incurred between fiscal years 2016 and 2018, will primarily consist of (i) a reduction in headcount through reorganization and integration, including severance and termination benefits for employees, expected to be approximately $11 million to $13 million, (ii) other costs primarily relating to the rationalization, consolidation and relocation of certain portions of our research and product development, manufacturing and distribution centers, as well as other facilities, expected to be approximately $8 million and (iii) contract termination costs expected to be approximately $1 million.

 

This Item 2.05 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated with termination costs, the financial impact of the reduction in force, expected synergies as well as other estimates of the overall cost of the Plan. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties.   In addition, the Company’s workforce reduction costs may be greater than anticipated and the workforce reduction and any future workforce and expense reductions may have an adverse impact on the Company’s business and activities. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Item 2.05 as a result of new information, future events or changes in its expectations.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)      Exhibits

 

99.1   February 1, 2016 press release

 

SIGNATURE

 

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

 

 

LANNETT COMPANY, INC

 

 

 

By:

/s/ Arthur P. Bedrosian

 

 

Chief Executive Officer

 

 

Date: February 3, 2016

 

 

2



 

EXHIBIT INDEX

 

Exhibit:

 

Description:

 

 

 

99.1

 

February 1, 2016 Press Release

 

3


EX-99.1 2 a16-3373_2ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

Contact:

 

Robert Jaffe

 

 

Robert Jaffe Co., LLC

 

 

(424) 288-4098

 

LANNETT ANNOUNCES COST SAVINGS AND RESTRUCTURING ACTIONS

 

—Initiatives Designed to Streamline Operations, Improve Efficiencies and Significantly Reduce Costs—

 

Philadelphia, PA February 1, 2016 — Lannett Company, Inc. (NYSE: LCI) today announced a number of restructuring actions (the Plan) to streamline operations, improve efficiencies and significantly reduce costs.  The initiatives are part of the company’s efforts to integrate the recently completed acquisition of Kremers Urban Pharmaceuticals Inc. (KU).  Actions have already begun and include the closing of KU’s corporate offices in Princeton, New Jersey, an immediate workforce reduction of approximately 10% and a total staff reduction of approximately 20% over the next three years.

 

The Plan is expected to result in approximately $40 million of cost reductions during the 12 months following the close of the acquisition, including $27 million in fiscal 2016, and is currently estimated to generate annualized synergies of approximately $50 million by the end of fiscal 2018 and achieve an ultimate run rate of approximately $65 million by the end of fiscal 2020.

 

“A thorough strategic review of our business revealed opportunities to optimize our operations, improve our profitability and implement accelerated and increased cost reduction measures,” said Arthur Bedrosian, chief executive officer of Lannett Company.  “Our efforts, which include consolidating our research and product development functions and streamlining our manufacturing, packaging and distribution operations, are designed to build a sustainable, strong foundation for future growth, leverage the combined company’s size and scale, and enhance our competitive position.”

 

The company currently estimates that it will incur aggregate costs to implement the Plan of approximately $20 million to $22 million.  The costs associated with the Plan, the majority of which are expected to be incurred between fiscal years 2016 and 2018, will primarily consist of (i) a reduction in headcount through reorganization and integration, including severance and termination benefits for employees, expected to be approximately $11 million to $13 million, (ii) other costs primarily relating to the rationalization, consolidation and relocation of certain portions of our research and product development, manufacturing and distribution centers, as well as other facilities, expected to be approximately $8 million and (iii) contract termination costs expected to be approximately $1 million.

 



 

The Plan is being spearheaded by Michael Bogda, president of Lannett, and his team who have extensive experience integrating acquired companies and developing and implementing cost reduction initiatives.

 

The company expects to provide additional details regarding the Plan on its fiscal 2016 second quarter financial results conference call, scheduled for February 3, 2016, after market close.

 

About Lannett Company, Inc.:

 

Lannett Company, founded in 1942, develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications.  For more information, visit the company’s website at www.lannett.com.

 

This news release contains certain statements of a forward-looking nature relating to future events or future business performance.  Any such statements, including, but not limited to, realizing the expected benefits of optimizing operations, enhancing efficiencies or significantly reducing costs, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the difficulty in predicting the timing or outcome of FDA or other regulatory approvals or actions, the ability to successfully commercialize products upon approval, including acquired products, and Lannett’s estimated or anticipated future financial results, future inventory levels, future competition or pricing, future levels of operating expenses, product development efforts or performance, and other risk factors discussed in the company’s Form 10-K and other documents filed with the Securities and Exchange Commission from time to time.  These forward-looking statements represent the company’s judgment as of the date of this news release.  The company disclaims any intent or obligation to update these forward-looking statements.

 

# # #

 


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