-----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, BlLfay/uPipW1YXx5IvgY9ujqqhodzNPMv/6vmbYUpBxUGjWwji58W9SczkkETbK rNwUzeC3q92fRdsz3GIrGQ== 0000950123-07-014660.txt : 20071101 0000950123-07-014660.hdr.sgml : 20071101 20071101084217 ACCESSION NUMBER: 0000950123-07-014660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN INC. CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09114 FILM NUMBER: 071204748 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: MYLAN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K 1 l28048ae8vk.htm MYLAN LABORATORIES, INC. Mylan 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): November 1, 2007
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
         
Pennsylvania   1-9114   25-1211621
(State or Other Jurisdiction of
Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
1500 Corporate Drive
Canonsburg, PA
  15317
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (724) 514-1800
Mylan Laboratories Inc.
(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:
  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 November 1, 2007, Mylan Inc., a Pennsylvania corporation, issued a press release reporting its financial results for the period ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1.
     The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press release of the registrant, dated November 1, 2007.
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 INC.
 
 
Date: November 1, 2007  By:   /s/ Edward J. Borkowski    
    Edward J. Borkowski   
    Executive Vice President and Chief Financial Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press release of the registrant, dated November 1, 2007.

 

EX-99.1 2 l28048aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
CONTACT:
Kris King
Mylan Inc.
724.514.1831
Mylan Reports Adjusted Diluted Cash EPS of $0.31
Reports Highest Ever Diluted EPS Through The First Two Quarters
PITTSBURGH, PA — November 1, 2007 — Mylan Inc. (NYSE: MYL) today announced its financial results for the three and six months ended September 30, 2007. For the three months, the Company reported GAAP diluted EPS of $0.60 compared to adjusted diluted cash EPS of $0.31. In the same prior year period, GAAP diluted EPS and adjusted diluted cash EPS were $0.36 and $0.39, respectively. For the six months ended September 30, 2007, GAAP diluted EPS and adjusted diluted cash EPS were $0.91 and $0.82, respectively, both records for the first six months of any fiscal year. For the six months ended September 30, 2006, GAAP and adjusted diluted cash EPS were $0.71 and $0.75, respectively.
Robert J. Coury, Mylan’s Vice Chairman and Chief Executive Officer, commented: “This was an extremely exciting and dynamic quarter for Mylan. Not only did we complete the steps necessary to close on our acquisition of Merck Generics, transforming Mylan into a true global leader in generic and specialty pharmaceuticals, but we were also able to deliver strong quarterly and six month results. Looking ahead, we expect that our enhanced scale, geographic footprint, broad product diversification, and vertical and horizontal integration will result in both greater potential for growth and greater stability in our results.”
Mr. Coury continued, “I am very pleased to say that we continue to make progress with our integration of Merck Generics and we have been operating as one company since our closing on October 2. Our employees around the world are working tirelessly to leverage our collective assets and execute on all the opportunities we identified within the new Mylan. We are confident in the power of the platform we have created and are focused on executing on our strategy and delivering value for our shareholders.”
Mylan has provided adjusted diluted cash EPS which excludes amortization expense, including that related to the acquisition of Matrix, and a gain on a deal-contingent foreign currency option contract which was entered into in order to mitigate foreign currency risk associated with the Euro-denominated purchase price related to the acquisition of Merck KGaA’s generic business (“Merck Generics”). On October 2, 2007, Mylan announced it had completed its acquisition of Merck Generics. Adjusted diluted cash EPS also excludes costs incurred with respect to certain integration activities related to Merck Generics in the current year.
Adjusted diluted cash earnings per share is a non-GAAP measure and is provided in order to enhance investors’ and other readers’ understanding and assessment of the Company’s financial performance. A reconciliation of adjusted diluted cash earnings per share to GAAP diluted earnings per share for both periods appears below.

 


 

Net earnings for the three months ended September 30, 2007, were $149.8 million compared to $77.5 million in the same prior year period. Net earnings for the six months ended September 30, 2007, were $229.6 million compared to $153.1 million in the same prior year period.
Financial Summary
Net revenues for the quarter ended September 30, 2007, increased by 32% or $114.6 million to $472.4 million from $357.8 million in the same prior year period. Mylan Segment net revenues increased by $34.6 million, while the Matrix Segment contributed net revenues of $80.0 million.
This increase in the Mylan Segment was due primarily to products launched subsequent to September 30, 2006, which contributed net revenues of $66.2 million, primarily amlodipine and oxybutynin. Fentanyl, Mylan’s AB-rated generic alternative to Duragesic®, continued to contribute significantly to the quarterly results, accounting for 15% of Mylan Segment net revenues despite the entrance into the market of additional generic competition in August 2007. As expected, this additional competition had an unfavorable impact on fentanyl pricing.
Gross profit for the three months ended September 30, 2007, increased by 13% or $25.6 million to $221.6 million from $196.1 million in the same prior year period, while margins decreased to 46.5% from 53.5%. Included in gross profit for the three months ended September 30, 2007 were purchase accounting adjustments of approximately $8.1 million, which consisted of incremental amortization related to the intangible assets associated with the Matrix acquisition. Excluding such items, gross margins were 48.2%. A significant portion of gross profit was comprised of fentanyl and new products. The additional competition on fentanyl and multiple generic market entrants for amlodipine both had a negative impact on current quarter margins.
Earnings from operations decreased $42.7 million from the same prior year period to $91.9 million for the three months ended September 30, 2007. The decrease in operating income was driven by higher overall operating expenses. Research and development (“R&D”) expense increased 48% or $10.9 million due primarily to the addition of Matrix. Selling, general and administrative (“SG&A”) expenses for the quarter increased 93% or $46.7 million over the comparable period of the prior year. This increase was caused by the inclusion of Matrix in the current year, as well as certain integration expenses incurred related to the acquisition of Merck Generics, increased payroll and payroll related costs and increased costs associated primarily with the Company’s recent implementation of an ERP system. Additionally, the prior year included $11.5 million with respect to the favorable settlement of certain litigation.
Other income for the quarter ended September 30, 2007, was $166.8 million due primarily to a non-cash unrealized gain of $142.5 million related to the Company’s deal-contingent foreign currency option contract related to the Merck Generics acquisition, as well as an increase in interest and dividend income.
Interest expense for the current quarter was $23.1 million compared to $10.4 million in the same prior year period. The increase is the result of additional debt incurred to fund a portion of the Matrix acquisition, debt assumed in the Matrix acquisition and the issuance of the Convertible Notes in March of 2007.

 


 

Net revenues for the six months ended September 30, 2007, increased by 44% or $308.6 million to $1.0 billion from $706.6 million in the same prior year period. Mylan Segment net revenues increased by $137.2 million to $843.8 million, while the Matrix Segment had net revenues of $171.4 million.
This increase in the Mylan Segment was due primarily to products launched subsequent to September 30, 2006, which contributed net revenues of $189.2 million, primarily amlodipine and oxybutynin. Partially offsetting the increase from new products was unfavorable pricing as a result of additional generic competition on certain products in our portfolio, including fentanyl, as well as pricing pressures resulting from the continued consolidation among customers in the retail trade.
Gross profit for the six months ended September 30, 2007, increased by 35% or $134.0 million to $518.3 million from $384.3 million in the same prior year period, while margins decreased to 50.6% from 53.2%. Included in gross profit for the six months ended September 30, 2007 were purchase accounting adjustments of approximately $23.0 million, which consisted of incremental amortization related to the intangible assets and the amortization of the inventory step-up associated with the Matrix acquisition. Excluding such items, gross margins were 52.9%, which is consistent with the prior year.
Earnings from operations increased $28.3 million from the same prior year period to $280.0 million for the six months ended September 30, 2007. This increase is due to the higher gross profit, partially offset by increased operating expenses.
Similar to the three months ended September 30, 2007, the increase in operating expenses is due to the inclusion of Matrix as well as certain integration related expenses incurred related to the acquisition of Merck Generics, increased payroll and payroll related costs and increased consulting costs associated primarily with the Company’s recent implementation of an ERP system.
Other income for the six months ended September 30, 2007, was $130.5 million due primarily to a gain of $85.0 million related to the Company’s deal-contingent foreign currency option contract related to the Merck Generics acquisition and an increase in interest and dividend income. Interest expense for the six months ended September 30, 2007 was $46.0 million.
Non-GAAP Financial Measures
Mylan is disclosing non-GAAP financial measures when providing financial results. Primarily due to the acquisition of Matrix and the acquisition of Merck Generics, Mylan believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with accounting principles generally accepted in the United States (GAAP). In addition to disclosing its financial results determined in accordance with GAAP, Mylan is disclosing non-GAAP results that exclude items such as amortization expense and other costs directly associated with acquisitions in order to enhance investors’ and other readers’ understanding and assessment of the Company’s financial performance

 


 

because the Company’s management uses these measures internally for forecasting, budgeting and measuring its operating performance. Whenever Mylan uses such a non-GAAP measure, it will provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP measures to their most closely applicable GAAP measure set forth below and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.
Below is a reconciliation of adjusted diluted cash EPS to GAAP diluted EPS:
                                 
    Three months ended     Three months ended     Six months ended     Six months ended  
    September 30, 2007     September 30, 2006     September 30, 2007     September 30, 2006  
GAAP diluted EPS
  $ 0.60     $ 0.36     $ 0.91     $ 0.71  
Amortization (1)
    0.03       0.01       0.08       0.02  
Integration related expenses
    0.04             0.04        
(Gain) loss on foreign exchange option contract
    (0.36 )     0.02       (0.21 )     0.02  
     
Adjusted diluted cash EPS
  $ 0.31     $ 0.39     $ 0.82     $ 0.75  
     
 
1   — The three months ended September 30, 2007, include amortization expense related to intangible assets and the six months ended September 30, 2007, include amortization expense related to intangible assets and the amortization of the inventory step-up related to the Matrix acquisition.
Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements”, including with regard to the Company’s future growth expectations, the anticipated stability of its results, its strategies and its ability to deliver shareholder value. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: challenges, risks and costs inherent in business integrations and in achieving anticipated synergies; the effect of any changes in customer and supplier relationships and customer purchasing patterns; general market perception of the Merck Generics acquisition; the ability to attract and retain key personnel; changes in economic and financial conditions of the Company’s business; uncertainties and matters beyond the control of management; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with GAAP and related standards. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to the cautionary statements and risk factors in Part II, Item 1A of the Company’s Form 10-Q for the quarter ended June 30, 2007, and in its other filings with the SEC. Further, uncertainties or other circumstances, or matters outside of the Company’s control between the date of this release and the date that its

 


 

Form 10-Q for the quarter ended September 30, 2007 is filed with the SEC could potentially result in adjustments to reported earnings. The Company undertakes no obligation to update statements herein for revisions or changes after the date of this release.
Mylan Inc. is one of the world’s leading quality generic and specialty pharmaceutical companies. The Company offers one of the industry’s broadest and highest quality product portfolios, a robust product pipeline and a global commercial footprint through operations in more than 90 countries. Through its controlling interest in Matrix Laboratories Limited, Mylan has direct access to one of the largest active pharmaceutical ingredient (API) manufacturers in the world. Dey L.P., Mylan’s fully integrated specialty business, provides the Company with innovative and diversified opportunities in the respiratory and allergy therapeutic areas.

 


 

Mylan Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings

(unaudited; in thousands, except per share amounts)
 
                                 
    Three Months Ended     Six Months Ended  
    September 30, 2007     September 30, 2006     September 30, 2007     September 30, 2006  
 
                               
Net revenues
  $ 472,400     $ 357,766     $ 1,015,109     $ 706,555  
Other revenues
    4,691       8,891       8,303       16,241  
 
                       
Total revenues
    477,091       366,657       1,023,412       722,796  
 
                               
Cost of sales
    255,450       170,567       505,063       338,506  
 
                       
Gross profit
    221,641       196,090       518,349       384,290  
 
                               
Operating expenses:
                               
Research and development
    33,577       22,696       65,297       43,921  
Selling, general and administrative
    97,016       50,348       173,895       100,173  
Litigation settlements, net
    (848 )     (11,500 )     (813 )     (11,500 )
 
                       
Total operating expenses
    129,745       61,544       238,379       132,594  
 
                       
Earnings from operations
    91,896       134,546       279,970       251,696  
 
                               
Interest expense
    23,107       10,441       46,026       20,801  
Other (expense) income, net
    166,832       (2,222 )     130,474       7,362  
 
                       
Earnings before income taxes and minority interest
    235,621       121,883       364,418       238,257  
Provision for income taxes
    88,498       44,342       137,705       85,129  
 
                       
Earnings before minority interest
    147,123       77,541       226,713       153,128  
Minority interest
    (2,704 )           (2,841 )      
 
                       
Net earnings
  $ 149,827     $ 77,541     $ 229,554     $ 153,128  
 
                       
Earnings per common share:
                               
 
                               
Basic
  $ 0.60     $ 0.37     $ 0.92     $ 0.73  
 
                       
Diluted
  $ 0.60     $ 0.36     $ 0.91     $ 0.71  
 
                       
 
                               
Weighted average common shares:
                               
Basic
    248,660       210,999       248,569       210,477  
 
                       
Diluted
    250,500       215,077       251,052       214,934  
 
                       

 


 

Mylan Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(unaudited; in thousands)
 
                 
    September 30, 2007     March 31, 2007  
Assets:
               
Current assets:
               
Cash and cash equivalents
  $ 1,203,641     $ 1,252,365  
Marketable securities
    65,953       174,207  
Accounts receivable, net
    488,107       350,294  
Inventories
    430,538       429,111  
Other current assets
    428,316       206,067  
 
           
Total current assets
    2,616,555       2,412,044  
Non-current assets
    1,860,018       1,841,823  
 
           
Total assets
  $ 4,476,573     $ 4,253,867  
 
           
 
               
Liabilities
               
Current liabilities
  $ 766,189     $ 700,535  
Long-term debt
    1,569,451       1,654,932  
Other non-current liabilities
    219,837       206,333  
 
           
Total liabilities
    2,555,477       2,561,800  
Minority interest
    34,425       43,207  
Total shareholders’ equity
    1,886,671       1,648,860  
 
           
Total liabilities and shareholders’ equity
  $ 4,476,573     $ 4,253,867  
 
           

 

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