-----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, SvkZJTf2cxN9mqLjzTSCjhbysVdzMsFp/JEBMDU8waFIqm/BauxneGn3Jg43b7G5 F74+cgEJ0DiP5NBAGGxDvA== 0000891092-03-002933.txt : 20031024 0000891092-03-002933.hdr.sgml : 20031024 20031024091038 ACCESSION NUMBER: 0000891092-03-002933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031024 ITEM INFORMATION: FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 03955286 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 8-K 1 e15990_8k.txt FORM 8-K 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 24, 2003 PERRIGO COMPANY -------------------------------- (Exact name of registrant as specified in charter) MICHIGAN 0-19725 38-2799573 - --------------- ------------ ---------------- (State of other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification Incorporation) Number) 515 Eastern Avenue, Allegan, Michigan 49010 - ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (616) 673-8451 ITEM 12. Disclosure of Results of Operations and Financial Condition On October 24, 2003, the Perrigo Company released earnings for first quarter fiscal 2004. The earnings release contains a non-GAAP measure which is defined as a financial measure of the Company's performance that excludes or includes amounts thereby differentiating it from the most directly comparable measure presented in the financial statements that are calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP). Pursuant to the requirements of Regulation G, the Company has provided a reconciliation within its earnings release to the most directly comparable GAAP measure for this non-GAAP measure. The Company excludes unusual litigation income when monitoring and evaluating the on-going financial results and trends of its business due to the non-recurring nature of this item. The Company believes this information is also useful for investors since excluding these non-recurring items provide important insight into the Company's ongoing operations. The press release related to Perrigo's earnings is attached as Exhibit 99. The information in this Report is being furnished and shall not be deemed "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 Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirement 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. PERRIGO COMPANY (Registrant) By: /s/Douglas R. Schrank ---------------------------- Dated: October 24, 2003 Douglas R. Schrank Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) Exhibit Index Exhibit 99 - Press Release issued by Perrigo Company on October 24, 2003, furnished solely pursuant to Item 12 for Form 8-K. EX-99.1 3 e15990ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Perrigo Company Reports First Quarter Fiscal 2004 Earnings of $0.23 Per Share ALLEGAN, Mich., Oct. 24 /PRNewswire-FirstCall/ -- The Perrigo Company (Nasdaq: PRGO) today announced results for the first quarter of fiscal 2004 ended September 27, 2003. Perrigo Company (Nasdaq: PRGO) (In thousands, except per share amounts) Fiscal 2004 Fiscal 2003 1st Quarter Ended 1st Quarter Ended 9/27/03 9/28/02 Sales $209,805 $213,215 Net Income $16,508 $18,778 Diluted EPS $0.23 $0.26 Diluted Shares 71,809 71,745 Net sales for fiscal 2004's first quarter were $209.8 million, a decrease of two percent from $213.2 million last year. Net income was $16.5 million, or $0.23 per share, compared with $18.8 million, or $0.26 per share, a year ago. Earnings from operations last year were $16.8 million, or $0.23 per share, excluding a lawsuit settlement in the first quarter which added $2.0 million after-tax, or $0.03 per share. Commenting on first quarter results, David T. Gibbons, Perrigo Chairman, President and Chief Executive Officer, stated, "Sales in the first quarter were disappointing, largely the result of weakness in the cough/cold category, where we did not experience the anticipated seasonal shipments of products that address cough, cold and flu indications. This reflects our retail partners' commitment to lean inventories and their confidence in our customer service capabilities. The lack of inventory building at retail was also reflected in lower gross margins, as we did not have the level of production throughput that we anticipated. At this early stage of the cough and cold season, we still believe we can achieve revenue growth of three to five percent for the full year. "The Company continues its strong performance in generating cash, controlling inventories and managing the business. Customer service continues at historic high levels despite our inventories being down. During the quarter, we benefited from strong sales in two new products. Following its June launch, our loratadine tablet product, comparable to the national brand Claritin-D(R) 24 Hour, continued to sell well. In the nutritional segment we were pleased with the sell-in of our new branded diet aid product, Dr. Steven Rosenblatt's Starch Blocker. "Research and development expense was up only slightly as outlays for the internal development of generic prescription drug products were not yet material," said Gibbons. "During the quarter, we agreed to provide funding to a contract research and development firm for the development of 10 to 12 generic drugs over the next two years. We are excited about this step in building a generic prescription drug product portfolio." Perrigo will host a conference call to discuss first quarter fiscal 2004 results at 11:00 a.m. (ET) today. The call and replay will be available via webcast on the Company's Web site at www.perrigo.com/investor or by phone, toll free, 888-489-0147. A taped replay of the call will be available beginning at approximately 2:30 p.m. (ET) Friday, October 24 until midnight Tuesday, October 28. To listen to the replay, call 800-642-1687, access code 3266281. The Company is furnishing this earnings release to the Securities and Exchange Commission via Form 8-K and it is hereby incorporated by reference. The information provided on Form 8-K includes a summary of each non-GAAP financial measure included in this earnings release and the reasons management believes these non-GAAP financial measures are useful to investors. Perrigo Company is the nation's largest manufacturer of over-the-counter (non-prescription) pharmaceutical and nutritional products sold by supermarket, drug, and mass merchandise chains under their own labels. The Company's products include over-the-counter pharmaceuticals such as analgesics, cough and cold remedies, gastrointestinal, and feminine hygiene products, and nutritional products, such as vitamins, nutritional supplements and nutritional drinks. Visit Perrigo on the Internet (www.perrigo.com ). Note: Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" or other comparable terminology. Please see the "Cautionary Note Regarding Forward-Looking Statements" on pages 25 - 30 of the Company's Form 10-K for the year ended June 28, 2003 for a discussion of certain important factors that relate to forward-looking statements contained in this press release. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PERRIGO COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) First Quarter 2004 2003 (as adjusted)* Net sales $209,805 $213,215 Cost of sales 151,819 151,536 Gross profit 57,986 61,679 Operating expenses Distribution 3,522 4,027 Research and development 5,713 5,448 Selling and administration 23,406 25,603 Subtotal 32,641 35,078 Unusual litigation - (3,128) Total 32,641 31,950 Operating income 25,345 29,729 Interest and other, net (449) (208) Income before income taxes 25,794 29,937 Income tax expense 9,286 11,159 Net income $16,508 $18,778 Earnings per share Basic $0.24 $0.27 Diluted $0.23 $0.26 Weighted average shares outstanding Basic 70,040 70,719 Diluted 71,809 71,745 * The Company has reclassified certain amounts to conform to the current year presentation. PERRIGO COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) September 27, June 28, September 28, 2003 2003 2002 Assets (unaudited) (unaudited) (as adjusted)* Current assets Cash and cash equivalents $83,046 $93,827 $49,214 Accounts receivable 99,200 87,018 105,777 Inventories 149,872 160,326 163,704 Current deferred income taxes 30,359 32,643 23,484 Prepaid expenses and other current assets 10,844 5,383 8,635 Total current assets 373,321 379,197 350,814 Property and equipment 431,777 429,115 405,258 Less accumulated depreciation 216,389 210,337 195,486 215,388 218,778 209,772 Goodwill 35,919 35,919 35,919 Non-current deferred income taxes 6,677 3,968 3,668 Other non-current assets 19,140 6,108 4,295 $650,445 $643,970 $604,468 Liabilities and Shareholders' Equity Current liabilities Accounts payable $67,616 $72,186 $78,431 Notes payable 7,191 8,980 8,729 Payroll and related taxes 22,354 40,535 23,232 Accrued expenses 41,276 36,590 39,740 Accrued income taxes 15,264 5,568 17,864 Current deferred income taxes 2,965 2,683 3,621 Total current liabilities 156,666 166,542 171,617 Non-current deferred income taxes 25,538 25,484 22,722 Other non-current liabilities 4,727 3,520 3,079 Shareholders' equity Preferred stock, without par value, 10,000 shares authorized - - - Common stock, without par value, 200,000 shares authorized 90,363 88,990 80,120 Unearned compensation (56) (111) (499) Accumulated other comprehensive income 187 1,282 952 Retained earnings 373,020 358,263 326,477 Total shareholders' equity 463,514 448,424 407,050 $650,445 $643,970 $604,468 Supplemental Disclosures of Balance Sheet Information Allowance for doubtful accounts $9,321 $10,242 $8,050 Allowance for inventory $21,602 $21,717 $20,714 Working capital $216,655 $212,655 $179,197 Preferred stock, shares issued - - - Common stock, shares issued 69,994 70,034 69,424 * The Company has reclassified certain amounts to conform to the current year presentation. PERRIGO COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) First Quarter 2004 2003 Cash Flows From Operating Activities (as adjusted)* Net income $16,508 $18,778 Adjustments to derive cash flows Depreciation 7,031 6,865 Compensation - stock options 1,318 1,333 Deferred income taxes (77) 746 Changes in operating assets and liabilities Accounts receivable (12,352) (23,283) Inventories 10,276 (8,188) Accounts payable (4,439) 4,659 Payroll and related taxes (18,175) (8,104) Income taxes payable 9,705 9,759 Accrued expenses 4,712 7,049 Other (6,312) (256) Net cash from operating activities 8,195 9,358 Cash Flows For Investing Activities Additions to property and equipment (4,993) (5,116) Non-current note receivable (10,000) - Investment in equity subsidiaries (1,000) - Net cash for investing activities (15,993) (5,116) Cash Flows For Financing Activities Borrowings (repayments) of short-term debt, net (1,631) (156) Issuance of common stock 400 143 Repurchase of common stock (343) (32,025) Cash dividends paid (1,751) - Other - 59 Net cash for financing activities (3,325) (31,979) Net decrease in cash and cash equivalents (11,123) (27,737) Cash and cash equivalents, at beginning of period 93,827 76,824 Effect of exchange rate changes on cash 342 127 Cash and cash equivalents, at end of period $83,046 $49,214 Supplemental Disclosures of Cash Flow Information Cash paid during the year for: Interest paid $162 $257 Income taxes paid $579 $657 * The Company has reclassified certain amounts to conform to the current year presentation. PERRIGO COMPANY RECONCILIATION OF NON-GAAP MEASURES (in thousands) (unaudited) September 27, September 28, 2003 2002 Net income (GAAP) $16,508 $18,778 Less: unusual litigation, net of tax - 2,000 Net income before unusual litigation $16,508 $16,778 Earnings per share: Basic 0.24 0.24 Diluted 0.23 0.23 Weighted average shares outstanding: Basic 70,040 70,719 Diluted 71,809 71,745 HTML1DocumentEncodingutf-8SOURCE Perrigo Company - -0- 10/24/2003 /CONTACT: Ernest J. Schenk, Manager, Investor Relations and Communication of Perrigo Company, +1-269-673-9212, E-mail: Investor@perrigo.com / /Web site: http://www.perrigo.com / (PRGO) CO: Perrigo Company ST: Michigan IN: MTC SU: ERN CCA MAV -----END PRIVACY-ENHANCED MESSAGE-----