-----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, PQ8CW1tJsjsm6zCKoIgPhAP897TF9dlMzp91prpKZlc16ZifyR6zB6OpcJ8vlhMG 2DJKowdMJzk4GQxC+HHeiw== 0000950123-10-016693.txt : 20100225 0000950123-10-016693.hdr.sgml : 20100225 20100225080016 ACCESSION NUMBER: 0000950123-10-016693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100224 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 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: 10631583 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 l38958e8vk.htm FORM 8-K e8vk
 
 
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 24, 2010
MYLAN INC.
(Exact Name of Registrant as Specified in Charter)
         
Pennsylvania
(State or Other Jurisdiction of
Incorporation)
  1-9114
(Commission
File Number)
  25-1211621
(I.R.S. Employer
Identification No.)
     
1500 Corporate Drive
Canonsburg, PA

(Address of Principal Executive Offices)
  15317
(Zip Code)
Registrant’s telephone number, including area code: (724) 514-1800
     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 February 25, 2010, Mylan Inc., a Pennsylvania corporation, issued a press release reporting its financial results for the period ended December 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1.
     The information in this Item 2.02 (including Exhibit 99.1) 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
          (c) On February 25, 2010, Mylan Inc. (“Mylan” or the “Company”) announced that John Sheehan had been named Executive Vice President and Chief Financial Officer of the Company. Sheehan, age 49, will join Mylan on April 1, 2010.
          Mr. Sheehan currently serves as the Chief Financial Officer of Delphi Automotive LLP (“Delphi”). Prior to his appointment as CFO, he had held several senior management positions at Delphi, including chief restructuring officer, chief accounting officer and controller. Before joining Delphi in 2002, he was a partner at KPMG LLP, a global professional accounting firm, where he worked for twenty years in multiple roles of increasing responsibility and exposure. His experience included a number of assignments in the United States, England, and Germany with a variety of KPMG's top-tier clients.
          A copy of the press release issued by the Company regarding Mr. Sheehan’s appointment is attached as Exhibit 99.2. Upon joining the Company, Mr. Sheehan will serve as the principal financial officer, a role currently held by Daniel C. Rizzo, Jr., Mylan's Senior Vice President, Chief Accounting Officer and Corporate Controller.
          (e) On February 24, 2010, the Company and Mr. Sheehan entered into an Executive Employment Agreement (the “Employment Agreement”) and a Transition and Succession Agreement (the “T&S Agreement”), in each case effective as of April 1, 2010.
Employment Agreement
          The Employment Agreement has an initial term of three years (i.e., through April 1, 2013) and may be extended or renewed upon mutual agreement of the parties. Pursuant to the Employment Agreement, Mr. Sheehan is entitled to an annual base salary of $600,000 and will be eligible for a discretionary annual bonus equal to 100% of base salary. In addition, on his commencement date Mr. Sheehan will be granted stock options to purchase 80,000 shares of the Company’s common stock and 16,000 restricted stock units, both of which awards will vest ratably over three years, in each case provided that Mr. Sheehan remains employed by the Company on each applicable vesting date.
          In the event of Mr. Sheehan’s termination of employment without “cause”, for “good reason” (each as defined in the Employment Agreement), or by reason of death or

 


 

disability, Mr. Sheehan will be entitled to receive, in addition to his accrued benefits, a lump sum equal to the sum of (a) his then-current annual base salary plus (b) an amount equal to the bonus that he would have been entitled to receive for the year in which termination occurs, pro rated based on the portion of the year he was employed by the Company. Amounts payable upon death or incapacity will be reduced by other disability or death benefits that Mr. Sheehan or his estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company. Mr. Sheehan will also be entitled to continuation of employee benefits for a period of 12 months following termination of employment with the Company. During the term of the Employment Agreement and for a period of one year following termination of employment for any reason, Mr. Sheehan may not engage in activities that are competitive with the Company’s activities and may not solicit the Company’s customers or employees.
T&S Agreement
          Mr. Sheehan’s T&S Agreement governs the terms of his employment commencing on the occurrence of a “change of control” (as defined in the T&S Agreement), and continues for the two year period following which a change of control occurs.
          The agreement provides that upon a termination without “cause” or for “good reason” or by reason of Mr. Sheehan’s death or disability (each as defined in the T&S Agreement), the Company shall pay to Mr. Sheehan a lump sum in cash equal to three times the sum of: (i) Mr. Sheehan’s then-current annual base salary, plus (ii) an amount equal to the highest bonus determined under the Employment Agreement or paid to Mr. Sheehan under the T&S Agreement (in the case of Mr. Sheehan’s death or disability, reduced by any disability or death benefits that he or his estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company). Mr. Sheehan also will be entitled to continuation of employee benefits for a period of three years following termination of employment with the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
99.1
  Press release of the registrant, dated February 25, 2010.
 
   
99.2
  Press release of the registrant, dated February 25, 2010.

 


 

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: February 25, 2010  By:   /s/ Heather Bresch    
    Heather Bresch    
    President   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press release of the registrant, dated February 25, 2010.
 
   
99.2
  Press release of the registrant, dated February 25, 2010.

 

EX-99.1 2 l38958exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
FOR IMMEDIATE RELEASE
  CONTACTS: Michael Laffin (Media)
 
            724.514.1968
 
            Dan Crookshank (Investors)
 
            724.514.1813
Mylan Reports Adjusted Diluted EPS of $0.33 for the Quarter and $1.30 for the
Year Ended Dec. 31, 2009
Mylan Projects Top-Line CAGR of 15% and Revenues in Excess of $8.5 Billion in 2013
Mylan Projects Adjusted Diluted EPS CAGR of 20% and Adjusted Diluted EPS in Excess of $2.75 in 2013
Mylan Reaffirms 2010 Adjusted Diluted EPS Guidance of $1.50 — $1.70
PITTSBURGH – February 25, 2010–Mylan Inc. (NASDAQ: MYL) today announced its financial results for the three and twelve months ended December 31, 2009.
Financial Highlights
    Adjusted diluted earnings per share (EPS) of $0.33 and $1.30 for the three and twelve months ended December 31, 2009, compared to $0.26 and $0.80 for the same prior year periods;
 
    Total revenues of $1.35 billion for the three months ended December 31, 2009;
 
    Total revenues of $5.09 billion for the year ended December 31, 2009;
 
    On a GAAP basis, earnings per diluted share of $0.01 for the three months ended December 31, 2009;
 
    On a GAAP basis, earnings per diluted share of $0.30 for the year ended December 31, 2009.
Mylan’s Chairman and CEO Robert J. Coury commented: “I’m pleased to report very strong fourth quarter results capping off another extremely successful year, our second full year of operating the New Mylan. With that said, we are reaffirming our 2010 guidance of $1.50 to $1.70, which I fully expect will translate into an industry-leading EPS growth rate over the 2008 to 2010 period. I anticipate that this strong growth will continue, and we are projecting revenues in excess of $8.5 billion in 2013, representing a top-line CAGR of 15%, from 2010. We are also projecting EPS in excess of $2.75 in 2013, which represents a CAGR of 20%. Additionally, I fully expect we will be able to deliver EPS in excess of $2 in 2011. We also anticipate generating cumulative operating cash flows of approximately $4 billion by the end of 2013. With that said, we expect to continue to lead the sector in EPS growth, which we believe will benefit all shareholders and other stakeholders.”
Coury continued: “The most important aspect of our expected growth is that it is predominantly organic and all of the work necessary to achieve these results is already completed, or will be by the end of 2010. Primary drivers of this future growth include portfolio expansion, increased diversification, additional operational efficiencies, further deleveraging of our balance sheet, additional investment in our infrastructure and, of course, our unwavering commitment to quality and excellence. This anticipated growth is even more impressive considering that it does not include any M&A activity or any meaningful contribution from generic biologics or our future generic Copaxone launch, which could only provide additional upside after the expiration of the 30-month stay in March 2012.”
Heather Bresch, Mylan’s President added: “The effort that we have put forth in transforming Mylan into a fully-integrated, globally diverse operation is clearly evident in the powerful financial results for 2009. The foundation of our robust 2009 results was the strength and diversity of our base business, which was augmented by a voluminous number of new product launches throughout the world, the ongoing benefit of

 


 

synergies and operational efficiencies and an enhancement of our customer base as a result of our enduring reputation as a reliable source of supply.”
Financial Summary
Mylan previously had three reportable segments, “Generics”, “Specialty” and “Matrix.” The Matrix Segment had consisted of Matrix Laboratories Limited (Matrix), which was previously a publicly traded company in India, in which Mylan held a 71.2% ownership stake. Following the acquisition of approximately 25% of the remaining interest in Matrix and its related delisting from the Indian stock exchanges, Mylan now has two reportable segments, “Generics” and “Specialty.” We changed our segments to align with how the business is being managed after those changes. The former Matrix Segment is included within the Generics Segment. Information for earlier periods has been recast.
Total revenues for the quarter ended Dec. 31, 2009 increased $148.7 million, or 12% to $1.35 billion from $1.20 billion in the same prior year period. Revenues in the current quarter were favorably impacted by the effect of foreign currency translation, reflecting a weaker U.S. dollar. Translating current year revenues at prior year exchange rates would have resulted in operational year-over-year revenue growth, excluding foreign currency, of $70.3 million, or approximately 6%.
Generics revenues, which are derived from sales in North America, Europe, the Middle East and Africa (collectively, EMEA), and Asia Pacific were $1.29 billion in the current quarter, compared to $1.13 billion in the same prior year period.
Total revenues from North America were $545.0 million for the three months ended December 31, 2009, compared to $561.7 million for the same prior year period, representing a decrease of 3%. Prior year revenues included a substantial contribution from levetiracetam, which was launched by Mylan in November 2008. Additional generic competition on levetiracetam entered the market in mid-January 2009.
Helping to offset some of the effect of this additional competition were products launched in North America subsequent to December 31, 2008, which contributed revenues of approximately $81 million, including lansoprazole delayed-release (“lansoprazole DR”) capsules, 15 mg and 30 mg, the generic version of Tap Pharmaceuticals’ proton pump inhibitor Prevacid® DR Capsules.
Total revenues from EMEA were $481.8 million in the current quarter, compared to $372.2 million in the same prior year period, an increase of 29%. Excluding foreign currency, calculated as described above, EMEA operational revenues increased by approximately 19% over the prior year period. Higher revenues were realized in most major European markets, including record quarterly revenues in France, EMEA’s largest market, Spain and Italy. In France, increased revenues were the result of higher volumes and new product launches. New product launches were also primarily responsible for the increase in revenues in Spain, while regulatory changes which resulted in a favorable impact on pricing drove sales in Italy. In the U.K., prior period revenues were negatively impacted by excess supply that existed in the market at that time.
Sales in Asia Pacific are derived from Mylan’s operations in India, Australia, Japan and New Zealand. Asia Pacific revenues were $309.1 million in the current quarter, compared to $232.3 million in the same prior year period, an increase of 33%. Excluding foreign currency, calculated as described above, operational sales increased approximately 20%, primarily driven by increased sales in Japan and India. Also contributing to the increase in Asia Pacific revenues are higher third-party sales of active pharmaceutical ingredients (API). API is also sold to Mylan subsidiaries in conjunction with our vertical integration strategy.

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Specialty, consisting of Mylan’s Dey business, which focuses on the development, manufacture and marketing of specialty pharmaceuticals in the respiratory and severe allergy markets, reported total revenues of $87.5 million for the current quarter, an increase of 8% from $81.2 million for the three months ended December 31, 2008, led by Perforomist® Solution, Dey’s Formoterol Fumarate Inhalation Solution (Perforomist Solution). Sales of Dey’s EpiPen® Auto-Injector were consistent on a year over year basis and, as has been previously noted, fourth quarter sales of the EpiPen Auto-Injector are seasonally the lowest.
Included in total Specialty revenues for the three months ended December 31, 2009 and 2008, are intersegment revenues of $25.6 million and $3.7 million. The increase in the current year reflects an increase in sales of generic products to North America through greater horizontal integration.
Consolidated gross profit for the three months ended December 31, 2009, was $516.0 million and gross margins were 38.2%, compared to gross profit of $394.7 million and gross margins of 32.8% in the same prior year period. Gross profit in both periods is negatively impacted by certain purchase accounting related items totaling $72.4 million and $145.6 million for the quarters ended December 31, 2009 and 2008, which consisted primarily of incremental amortization related to purchased intangible assets and step-up in inventory. Excluding these amounts from both periods, gross margins were 43.5% in the current year compared to 44.9% in the prior.
Earnings from operations were $60.0 million for the three months ended December 31, 2009, compared to $34.6 million for the same prior year period.
During the three months ended December 31, 2009, the Company recorded net unfavorable litigation charges of $114.2 million. This amount consisted of a charge of $160.0 million related to a settlement in principle to resolve certain claims relating to the Company’s outstanding pricing litigation, as well as to reserve for remaining pricing lawsuits to which the Company is a party, partially offset by litigation-related recoveries. The settlement is contingent upon execution of definitive settlement documents, and federal government and court approval. Excluding the impact of litigation and purchase accounting related items in both periods, as mentioned above, earnings from operations were $246.6 million compared to $196.9 million, an increase of $49.7 million or 25% over the prior year. This increase in operating income in the current quarter is due primarily to increased sales and gross profit, as discussed above, as operating expenses (R&D and SG&A) in total remained consistent.
R&D expense decreased by $5.3 million in the current quarter, and is reflective of certain restructuring activities undertaken by the Company with respect to the previously announced rationalization and optimization of the global manufacturing and research and development platforms. SG&A expense increased by $3.6 million in the quarter primarily due to the unfavorable impact of foreign exchange. Excluding this impact, SG&A costs decreased, also primarily as a result of restructuring programs with respect to the realignment of the Dey business and the right-sizing of certain businesses in markets outside of the U.S.
Interest expense for the three months ended December 31, 2009, totaled $78.3 million compared to $98.4 million for the three months ended December 31, 2008. The decrease is due to the reduction of our outstanding debt balance, through repayments made in December 2008 and throughout 2009, as well as lower overall interest rates. In March 2009, we pre-paid all of our 2010 scheduled debt maturities on our term loans, and in December 2009 we pre-paid all of our 2011 scheduled debt maturities. Included in interest expense for the three months ended December 31, 2009 and 2008 are $11.2 million and $10.9 million of accretion of the discounts on our convertible debt instruments. Other income, net, for the current quarter was a loss of $7.6 million compared to $9.2 million in the same prior year period. Other income, net, in the current period includes a loss of $11.7 million on Matrix’s sale of a subsidiary.
Total revenues for the year ended December 31, 2009 were $5.09 billion compared to $5.14 billion for the prior year. Included in total revenues in the prior year was other revenue of $468.1 million of previously deferred

3


 

revenue related to the sale of our rights in Bystolic™. Excluding other revenue from both years, net revenue increased by $384.2 million, or 8% from $4.63 billion in the prior year to $5.02 billion in 2009.
Net revenues in the current year were unfavorably impacted by the effect of foreign currency translation, primarily reflecting a stronger U.S. dollar. Translating current year revenues at prior year exchange rates would have resulted in year-over-year operational revenue growth of $558.9 million, or approximately 12%.
Generics revenues were $4.70 billion in the year ended December 31, 2009, compared to $4.29 billion in the prior year.
Total revenues from North America were $2.18 billion for the year ended December 31, 2009, compared to $1.87 billion for the prior year, representing an increase of 16%. This increase was the result of new product revenue of approximately $322.5 million, mainly Divalproex Sodium Extended-Release tablets, Mylan’s version of Abbott Laboratories’ Depakote® ER.
With respect to existing products, higher volumes, primarily due to Mylan’s ability to remain a source of stable supply as certain competitors experienced regulatory and supply issues, nearly offset the unfavorable pricing that resulted from the loss of exclusivity and increased competition on certain products.
Mylan’s position as a stable and reliable source of supply to the market resulted in continued strong sales and gross profit from the Fentanyl Transdermal System (Fentanyl), Mylan’s AB-rated generic alternative to Duragesic®, despite the entrance into the market of additional generic competition.
Total revenues from EMEA were $1.66 billion in the current year, compared to $1.64 billion in the prior year. Excluding the impact of foreign exchange, EMEA operational revenues would have increased by approximately 8%. Increased revenues from new product launches in France and Spain, favorable pricing in Italy, and a full year of revenue contribution from the Central and Eastern European businesses acquired in June 2008, served to offset lower revenues brought about by continued pricing pressures in certain European markets, including Germany.
Total revenues in Asia Pacific were $1.0 billion in the current year, compared to $911.1 million in the prior year period, an increase of 10%. Excluding the impact of the foreign exchange, operational sales in the current year increased by approximately 17%. The increase in Asia Pacific was primarily realized by strong, double-digit growth in India, driven by higher sales of both generics and API, as well as increased sales in Japan.
Specialty reported total revenues for 2009 of $455.7 million, an increase of $38.5 million or 9% from $417.2 million for the prior year. Increased sales of Dey’s EpiPen® Auto-Injector and Perforomist Solution in the current year were partially offset by lower sales of DuoNeb® as a result of the unfavorable impact of generic competition, which first entered the market in 2007.
Consolidated gross profit for the year ended December 31, 2009, was $2.07 billion and gross margins were 40.7%, compared to gross profit of $2.07 billion and gross margins of 40.3% in the prior year. Excluding Bystolic and the effect of certain purchase accounting related items described above, which totaled $282.5 million and $481.4 million for the year ended December 31, 2009 and 2008, gross margins were 46.3% in the current year, compared to 44.6% in the prior.
Earnings from operations were $523.4 million for 2009, which included net unfavorable litigation charges of $225.7 million. For 2008, earnings from operations were $297.9 million, which included a goodwill impairment charge of $385.0 million, and unfavorable litigation charges of $16.6 million. Excluding these items, as well as

4


 

the impact of the Bystolic revenue in 2008 and the purchase accounting related items in both periods, as mentioned above, earnings from operations for 2009 were $1.03 billion compared to $712.8 million for the prior year, an increase of 45%.
This increase in operating income in the current year is due to increased revenue and gross profit, as well as lower overall operating expenses, which decreased as a result of the favorable effect of the stronger U.S. dollar and by synergies realized as a result of ongoing restructuring initiatives. In addition, SG&A in the prior year included higher costs as a result of a greater amount of activity associated with the integration of the former Merck Generics business.
Interest expense for calendar year 2009 totaled $318.5 million compared to $380.8 million for calendar year 2008. The decrease is due to the reduction in the Company’s outstanding debt balances, through repayments made in December 2008 and throughout 2009, as previously discussed, as well as lower overall interest rates. Included in interest expense for 2009 and 2008 were $42.9 million and $29.5 million of accretion of the discounts on the Company’s convertible debt instruments. Other income, net, for 2009 was $22.1 million, versus $11.3 million for the same period in the prior year.
EBITDA, which is defined as net income (loss) (excluding the non-controlling interest and income from equity method investees) plus income taxes, interest expense, depreciation and amortization, was $156.6 million for the quarter ended December 31, 2009 and $947.9 million for the year then ended. After adjusting for certain items as further discussed below, adjusted EBITDA was $311.5 million and $1.25 billion for the three and twelve month periods.
The Company’s cash position remains strong at December 31, 2009, with cash and short-term investments of over $400 million driven by cash provided by operating activities of $605.1 million for the year ended December 31, 2009. Cash used in investing activities for 2009 was $335.0 million, which primarily consisted of $187.4 million of cash paid for acquisitions, net of proceeds from dispositions, of which $182.2 million was spent to acquire the additional shares of Matrix, and capital expenditures of $154.4 million. Cash used in financing activities was $454.4 million for 2009, which included cash dividends of $139.0 million paid on the Company’s preferred stock, and repayments made on long-term debt in the amount of $350.0 million.
Non-GAAP Financial Measures
Mylan is disclosing non-GAAP financial measures when providing financial results. Primarily due to acquisitions, 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 U.S. (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 the acquisitions as well as certain other expense and revenue items in order to supplement 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. In addition, the company believes that including EBITDA and supplemental adjustments applied in presenting adjusted EBITDA is appropriate to provide additional information to investors to demonstrate the Company’s ability to comply with financial debt covenants (which are calculated using a measure similar to adjusted EBITDA) and assess the Company’s ability to incur additional indebtedness. 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.

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Below is a reconciliation of GAAP net earnings attributable to Mylan Inc. and diluted GAAP EPS to adjusted net earnings attributable to Mylan Inc. and adjusted diluted EPS for the three and twelve months ended December 31, 2009 and 2008 (in millions, except per share amounts):
                                                                 
    Three months ended     Three months ended     Twelve months ended     Twelve months ended  
    December 31, 2009     December 31, 2008     December 31, 2009     December 31, 2008  
GAAP net earnings (loss) attributable to Mylan Inc. and diluted GAAP EPS
  $ 4.1     $ 0.01     $ (54.5 )   $ (0.18 )   $ 93.5     $ 0.30     $ (335.1 )   $ (1.10 )
Purchase accounting related amortization (a)
    72.4               82.0               282.5               415.6          
Impairment charges (b)
                  70.4                             457.5          
Bystolic Revenue
                                              (468.1 )        
Acceleration of deferred revenue (c)
                                (28.5 )                      
Litigation settlements, net
    114.2               16.5               225.7               16.5          
Interest accretion of convertible debt discount
    11.2               10.9               42.9               29.5          
Integration and other special items (d)
    40.8               67.5               100.1               158.8          
Tax effect of the above items (e)
    (135.0 )             (107.8 )             (272.5 )             (30.6 )        
Preferred dividend
    34.8 (f)             35.0 (f)             139.0 (f)                      
 
                                                       
Adjusted net earnings attributable to Mylan Inc. and adjusted diluted EPS
  $ 142.5     $ 0.33     $ 120.0     $ 0.26     $ 582.7     $ 1.30     $ 244.1     $ 0.80  
 
                                                       
 
(a)   This amount, which is included in cost of sales, includes amortization expense related to purchased intangible assets as well as amortization of the inventory step-up related to the acquisition of the former Merck Generics business.
 
(b)   Impairment charges for the three months ended Dec. 31, 2008, relate primarily to certain non-core, insignificant, third-party manufactured products. Of this amount, $63.6 million is included in cost of sales and the remainder in other income, net. The twelve months ended Dec. 31, 2008, also includes the $385.0 million goodwill impairment charge and additional impairment charges of $2.1 million which are included in cost of sales.
 
(c)   This amount consists primarily of the acceleration of the recognition of revenue related to certain product development agreements and is included in other revenue on the statement of operations.
 
(d)   Integration and other special items include charges principally related to the acquisition and integration of the former Merck Generics business (e.g., professional and consulting fees, retention and other expenses) as well as certain restructuring charges.
  -   For the three months ended Dec. 31, 2009, $5.1 million of these expenses, net, are included in cost of sales, $16.1 million are included in SG&A, $1.1 million are included in R&D, $11.7 million in other income, net, and the remainder represents an adjustment to amounts attributable to the noncontrolling interest.
 
  -   For the three months ended Dec. 31, 2008, $36.5 million of these expenses, net, are included in cost of sales, $24.7 million are included in SG&A, $5.7 million are included in R&D and the remainder in other income, net.
 
  -   For the twelve months ended Dec. 31, 2009, net expense items of $33.5 million are included in cost of sales, $49.6 million are included in SG&A, $22.7 million are included in R&D and $9.9 million represents an adjustment to amounts attributable to the noncontrolling interest. Additionally, net income items of $2.3 million are included in net revenues and $13.3 million are included in other income, net.
 
  -   For the twelve months ended Dec. 31, 2008, $53.4 million of these expenses, net, are included in cost of sales, $90.7 million are included in SG&A, $14.4 million are included in R&D and the remainder in other income, net.
 
(e)   In addition to the tax effect, which is calculated assuming an annual adjusted effective tax rate for the resulting adjusted earnings, and results in an effective tax rate on adjusted earnings of 30% including the impact of any tax synergies, included in this line item is an income tax benefit of approximately $65.0 million related to losses recognized as a result of reorganizations among certain of our foreign subsidiaries.
 
(f)   Adjusted diluted EPS for the three months ended December 31, 2009, the three months ended December 31, 2008 and the year ended December 31, 2009, were calculated under the “if-converted method” which assumes conversion of the company’s preferred stock into 125.2 million, 152.8 million and 142.7 million shares of common stock, respectively, based on an average share price, and excludes the preferred dividend from the calculation. The “if-converted” method was more dilutive to adjusted diluted EPS for the three months ended December 31, 2009, the three months ended December 31, 2008 and the year ended December 31, 2009, by approximately $0.02 per share, $0.02 per share and $0.15 per share, respectively.
Below is a reconciliation of GAAP net earnings attributable to Mylan Inc. to adjusted EBITDA for the three and twelve months ended December 31, 2009:

6


 

                 
    Three months ended     Twelve months ended  
    December 31, 2009     December 31, 2009  
GAAP net earnings attributable to Mylan Inc. before preferred dividends
  $ 38.9     $ 232.6  
Add/(Deduct):
               
Net contribution attributable to the noncontrolling interest and equity method investees
    8.5       16.4  
Income taxes
    (73.3 )     (20.8 )
Interest expense
    78.3       318.5  
Depreciation and amortization
    104.2       401.2  
 
           
EBITDA
  $ 156.6     $ 947.9  
Add Adjustments:
               
Non-cash stock-based compensation expense
    7.6       31.2  
Litigation settlements, net
    114.2       225.7  
Integration and other special items
    33.1       49.6  
 
           
Adjusted EBITDA
  $ 311.5     $ 1,254.4  
 
           
Conference Call
Mylan will host a conference call and live webcast today, Thursday, February 25, 2010, at 10:00 a.m. ET, in conjunction with the release of its financial results. The dial-in number to access the call is 888.572.7033 or 719.457.2732 for international callers. A replay, available for approximately seven days, will be available at 888.203.1112 or 719.457.0820 for international callers with access pass code 9154666. To access a live webcast of the call, and the accompanying presentation, please log on to Mylan’s Web site (www.mylan.com) at least 15 minutes before the event is to begin to register and download or install any necessary software. A replay of the webcast will be available on www.mylan.com for approximately seven days.
About Mylan
Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and provides products to customers in more than 140 countries and territories. The company maintains one of the industry’s broadest and highest quality product portfolios supported by a robust product pipeline; operates one of the world’s largest active pharmaceutical ingredient manufacturers; and runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more information, please visit www.mylan.com.
Forward Looking Statements
This press release includes statements that constitute “forward-looking statements”, including with regard to the company’s future operations, its earnings expectations and its anticipated growth. 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 acquisition of the former Merck Generics business; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; 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

7


 

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 set forth in the company’s Report on Form 10-Q, for the quarter ended September 30, 2009, 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-K for the year ended December 31, 2009 is filed with the SEC could potentially result in adjustments to reported results. The company undertakes no obligation to update statements herein for revisions or changes after the date of this release.

8


 

Mylan Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)
                                 
    Period Ended December 31,  
    Three Months     Year  
    2009     2008     2009     2008  
            As Adjusted*             As Adjusted*  
Revenues:
                               
Net revenues
  $ 1,335,526     $ 1,190,557     $ 5,015,394     $ 4,631,237  
Other revenues
    16,291       12,598       77,391       506,348  
 
                       
 
                               
Total revenues
    1,351,817       1,203,155       5,092,785       5,137,585  
Cost of sales
    835,826       808,501       3,018,313       3,067,364  
 
                       
 
                               
Gross profit
    515,991       394,654       2,074,472       2,070,221  
 
                       
 
                               
Operating expenses:
                               
Research and development
    72,593       77,897       275,258       317,217  
Impairment loss on goodwill
                      385,000  
Selling, general and administrative
    269,191       265,532       1,050,145       1,053,485  
Litigation settlements, net
    114,187       16,634       225,717       16,634  
 
                       
 
                               
Total operating expenses
    455,971       360,063       1,551,120       1,772,336  
 
                       
 
                               
Earnings from operations
    60,020       34,591       523,352       297,885  
Interest expense
    78,287       98,374       318,496       380,779  
Other income, net
    (7,622 )     (9,246 )     22,119       11,337  
 
                       
 
                               
(Loss) earnings before income taxes and noncontrolling interest
    (25,889 )     (73,029 )     226,975       (71,557 )
Income tax (benefit) provision
    (73,312 )     (51,512 )     (20,773 )     128,550  
 
                       
 
                               
Net earnings (loss)
    47,423       (21,517 )     247,748       (200,107 )
Net (earnings) loss attributable to the noncontrolling interest
    (8,519 )     1,765       (15,177 )     4,031  
 
                       
Net earnings (loss) attributable to Mylan Inc. before preferred dividends
    38,904       (19,752 )     232,571       (196,076 )
Preferred dividends
    34,759       34,799       139,035       139,035  
 
                       
Net (loss) earnings attributable to Mylan Inc. common shareholders
  $ 4,145     $ (54,551 )   $ 93,536     $ (335,111 )
 
                       
 
                               
Earnings (loss) per common share attributable to Mylan Inc.
                               
common shareholders:
                               
Basic
  $ 0.01     $ (0.18 )   $ 0.31     $ (1.10 )
 
                       
Diluted
  $ 0.01     $ (0.18 )   $ 0.30     $ (1.10 )
 
                       
 
                               
Weighted average common shares outstanding:
                               
Basic
    305,797       304,525       305,162       304,360  
 
                       
Diluted
    309,396       304,525       306,913       304,360  
 
                       
 
*   Adjusted to reflect the adoption of accounting guidance with respect to convertible debt instruments and noncontrolling interests

9


 

Mylan Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(Unaudited; in thousands)
                 
    December 31, 2009     December 31, 2008  
            As Adjusted*  
Assets:
               
Current assets:
               
Cash and cash equivalents
  $ 380,516     $ 557,147  
Restricted cash
    47,965       40,309  
Available-for-sale securities
    27,559       42,260  
Accounts receivable, net
    1,234,634       1,164,613  
Inventories
    1,114,219       1,065,990  
Other current assets
    480,493       304,354  
 
           
Total current assets
    3,285,386       3,174,673  
Intangible assets, net
    2,384,848       2,453,161  
Goodwill
    3,331,247       3,161,580  
Other non-current assets
    1,800,253       1,620,445  
 
           
Total assets
  $ 10,801,734     $ 10,409,859  
 
           
 
               
Liabilities:
               
Current liabilities
  $ 1,718,147     $ 1,544,650  
Long-term debt
    4,984,987       5,078,937  
Other non-current liabilities
    953,402       999,431  
 
           
Total liabilities
    7,656,536       7,623,018  
Noncontrolling interest
    14,052       29,108  
Mylan Inc. shareholders’ equity
    3,131,146       2,757,733  
 
           
Total liabilities and equity
  $ 10,801,734     $ 10,409,859  
 
           
 
*   Adjusted to reflect the adoption of of accounting guidance with respect to convertible debt instruments and noncontrolling interests

10

EX-99.2 3 l38958exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
(MYLAN LOGO)
             
FOR IMMEDIATE RELEASE       CONTACTS: Michael Laffin (Media)
 
           724.514.1968
 
           Dan Crookshank (Investors)
 
           724.514.1813
Mylan Names John D. Sheehan Chief Financial Officer
PITTSBURGH–Feb. 25, 2010–Mylan Inc. (Nasdaq: MYL) today announced the appointment of John D. Sheehan as Executive Vice President and Chief Financial Officer.
Sheehan has nearly 30 years of professional experience in global corporate finance, accounting, auditing and management. He currently serves as CFO for Detroit-based Delphi Automotive LLP, a global supplier of automotive electronics and technologies, where he leads all aspects of the company’s global finance function, including internal and external reporting, internal control, budgeting and forecasting, financial planning and analysis, tax and treasury. Prior to the CFO role, Sheehan held several senior management positions at Delphi, including chief restructuring officer and chief accounting officer and controller.
Before Delphi, Sheehan was a partner at KPMG, a global professional accounting firm, where he worked for twenty years in multiple roles of increasing responsibility and exposure. While at KPMG, Sheehan gained extensive international manufacturing experience and auditing and accounting skills. He also worked in London, Frankfurt, Stuttgart and the U.S. with a variety of KPMG’s top-tier clients.
Mylan’s Chairman and CEO Robert J. Coury commented: “I am extremely pleased to welcome John to Mylan’s senior executive team and as the new leader of our global finance function. His extensive and broad-based technical knowledge, significant multinational manufacturing experience and clear ability to lead large international finance organizations make him an outstanding addition to Mylan.”
Sheehan commented: “I am excited to be joining Mylan's leadership and to meeting my new finance team. I look forward to contributing to the company's already impressive track record for growth and execution. I believe Mylan is uniquely positioned within the generic pharmaceutical industry and am eager to be part of another season of phenomenal growth.”
Sheehan earned a bachelor’s degree in accounting from St. Bonaventure University, St. Bonaventure, N.Y. He is a registered certified public accountant in Michigan and is a member of the American Institute of Certified Public Accountants. Sheehan also served as president of the Board of Directors for the International School of Stuttgart, Germany, from 1999-2001.

 


 

As a member of Mylan’s executive leadership team, Sheehan will be responsible for all of Mylan’s global finance functions including accounting and control, financial planning and analysis, treasury and tax. He will begin his new role April 1.
Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and provides products to customers in more than 140 countries and territories. The company maintains one of the industry’s broadest and highest quality product portfolios supported by a robust product pipeline; operates one of the world’s largest active pharmaceutical ingredient manufacturers; and runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more information, please visit www.mylan.com.
###

 

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