-----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, SQAZo+ZwGElqNDNdb7d540YzR70+xF93I4Y9lAGUSo0AgDGOgDOUNFPQWvHr6F/w SXbxkUU4+SyLq8cnRl2U9w== 0000950123-05-008127.txt : 20050701 0000950123-05-008127.hdr.sgml : 20050701 20050701173008 ACCESSION NUMBER: 0000950123-05-008127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 05934207 BUSINESS ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-514-1800 MAIL ADDRESS: STREET 1: 1500 CORPORATE DRIVE STREET 2: SUITE 400 CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 y10448e8vk.txt MLYAN LABORATORIES INC. ================================================================================ 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 1, 2005 (JULY 1, 2005) MYLAN LABORATORIES INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 1-9114 25-1211621 (State or other jurisdiction of (Commission File (I.R.S. Employer Incorporation) Number) Identification No.) 1500 CORPORATE DRIVE CANONSBURG, PA 15317 (Address of principal executive offices) (724) 514-1800 (Registrant's telephone number, including area code) 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: [ ] 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 7.01 - REGULATION FD DISCLOSURE. In connection with presentations being made relating to the financing of the previously announced self tender offer by Mylan Laboratories Inc., certain information attached hereto as Exhibit 99.1 is being provided to potential investors. Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit No. Description 99.1 Summary Historical and Pro Forma Financial Data
SIGNATURE 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. MYLAN LABORATORIES INC. Date: July 1, 2005 By: /s/ Edward J. Borkowski ------------------------------ Edward J. Borkowski Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description 99.1 Summary Historical and Pro Forma Financial Data
EX-99.1 2 y10448exv99w1.txt SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA The following tables present our summary historical and pro forma financial data. We derived annual historical information from our consolidated financial statements as of and for each of the fiscal years ended March 31, 2003 through 2005. The information is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes contained in our annual report on Form 10-K for the fiscal year ended March 31, 2005, as well as other information that has been filed with the SEC. The historical results included below may not be indicative of our future performance. Our unaudited pro forma statement of earnings and other pro forma financial information for the fiscal year ended March 31, 2005 gives effect to the financing for the tender offer as if it had occurred on April 1, 2004. The unaudited pro forma balance sheet data as of March 31, 2005 gives effect to the financing for the tender offer as if it had occurred on March 31, 2005. The unaudited pro forma data does not give effect to our expected repurchase of up to an additional $250 million of our common stock. The unaudited pro forma financial data does not purport to represent what our results of operations or financial condition would actually have been had the financing for the tender offer in fact occurred as of such dates and may not be indicative of our future performance.
PRO FORMA SUMMARY HISTORICAL FINANCIAL INFORMATION AS OF AND FOR THE AS OF AND FOR THE FISCAL YEAR FISCAL YEAR ENDED MARCH 31, ENDED MARCH 31, ------------------------------------------ ----------------- 2003 2004 2005 2005(3) ------------ ------------ ------------ ----------------- (IN THOUSANDS) (UNAUDITED) STATEMENTS OF EARNINGS: Total revenues.......................... $1,269,192 $1,374,617 $1,253,374 $1,253,374 Cost of sales........................... 597,756 612,149 629,834 629,834 ---------- ---------- ---------- ---------- Gross profit............................ 671,436 762,468 623,540 623,540 Operating expenses: Research and development............. 86,748 100,813 87,881 87,881 Selling and administrative........... 173,070 201,612 259,478 259,478 Litigation settlements, net(1)....... (2,370) (34,758) (25,990) (25,990) ---------- ---------- ---------- ---------- Earnings from operations................ 413,988 494,801 302,171 302,171 Interest expense(2)..................... -- -- -- 52,773 Other income, net....................... 12,525 17,807 10,076 10,076 ---------- ---------- ---------- ---------- Earnings before income taxes............ 426,513 512,608 312,247 259,474 Provision for income taxes.............. 154,160 177,999 108,655 90,184 ---------- ---------- ---------- ---------- Net earnings............................ $ 272,353 $ 334,609 $ 203,592 $ 169,290 BALANCE SHEET DATA: Cash and marketable securities.......... $ 686,806 $ 696,929 $ 808,081 $ 561,965 Total assets............................ $1,745,223 $1,885,061 $2,135,673 $1,904,673 Long-term debt, including amounts due within one year...................... $ -- $ -- $ -- $ 775,000 Total shareholders' equity.............. $1,446,332 $1,659,788 $1,845,936 $ 839,936 CASH FLOW DATA: Net cash provided from operating activities........................... $ 313,143 $ 225,578 $ 203,711 Net cash provided by (used in) investing activities........................... $ 16,268 $ (250,326) $ (174,891) Net cash used in financing activities... $ (231,299) $ (122,670) $ (2,571)
PRO FORMA SUMMARY HISTORICAL FINANCIAL INFORMATION AS OF AND FOR THE AS OF AND FOR THE FISCAL YEAR FISCAL YEAR ENDED MARCH 31, ENDED MARCH 31, ------------------------------------------ ----------------- 2003 2004 2005 2005(3) ------------ ------------ ------------ ----------------- (IN THOUSANDS) (UNAUDITED) OTHER FINANCIAL DATA: Adjusted EBITDA(4)...................... $ 454,568 $ 539,124 $ 370,171 $ 370,171 Adjusted EBITDA as a percentage of total revenues............................. 35.8% 39.2% 29.5% 29.5% Capital expenditures.................... $ 32,595 $ 118,451 $ 90,746 $ 90,746 SELECTED RATIOS: Ratio of earnings to fixed charges...... -- -- -- 6.0x Ratio of Adjusted EBITDA to interest expense.............................. -- -- -- 7.0x Ratio of total debt to Adjusted EBITDA............................... -- -- -- 2.1x
- ------------ (1) In fiscal years 2005, 2004 and 2003, we settled various outstanding legal matters for a net gain of $25,990, $34,758 and $2,370, respectively. (2) Pro forma interest expense has been computed using an average interest rate of 6.3%. (3) Following the completion of the Transactions, we expect to repurchase up to $250.0 million of our common stock using existing cash reserves. The unaudited pro forma data does not give effect to this follow-on repurchase program. (4) Adjusted EBITDA has been reported as it is commonly used by investors to evaluate performance of companies. Adjusted EBITDA represents net earnings from continuing operations before depreciation and amortization, interest expense, other income, net, costs related to the terminated acquisition of King Pharmaceuticals, Inc., and income taxes. Other income, net, includes interest income, income or loss from equity method investees, other non-operating income and expense items. Adjusted EBITDA is not defined under accounting principles generally accepted in the United States, or GAAP, should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP and is not indicative of operating income from operations as determined under GAAP. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance. Additionally, our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate it in the same fashion. The following table reconciles Adjusted EBITDA, as presented above, to net earnings:
PRO FORMA FOR THE FISCAL YEAR FISCAL YEAR ENDED MARCH 31, ENDED MARCH 31, --------------------------------- ----------------- 2003 2004 2005 2005 --------- --------- --------- ----------------- (IN THOUSANDS) RECONCILIATION OF ADJUSTED EBITDA TO NET EARNINGS: Adjusted EBITDA.................. $ 454,568 $ 539,124 $ 370,171 $370,171 Add (deduct) Depreciation and amortization.... (40,580) (44,323) (45,100) (45,100) Other income, net................ 12,525 17,807 10,076 10,076 Terminated acquisition costs..... -- -- (22,900) (22,900) Interest expense................. -- -- -- (52,773) Provision for income taxes....... (154,160) (177,999) (108,655) (90,184) --------- --------- --------- -------- Net earnings..................... $ 272,353 $ 334,609 $ 203,592 $169,290 ========= ========= ========= ========
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