-----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, R+dFxTz4bROsTpuEawr1tGzBORXpRb2TyO4hvZFnCV5xxg3NkvEi6k0FI7O98tyd QmCSrAnSCPz0FsVZwaBmqg== 0000921530-03-000259.txt : 20030424 0000921530-03-000259.hdr.sgml : 20030424 20030423174550 ACCESSION NUMBER: 0000921530-03-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICIS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000859368 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521574808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14471 FILM NUMBER: 03660807 BUSINESS ADDRESS: STREET 1: 8125 NORTH HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 2125992000 MAIL ADDRESS: STREET 1: 8125 NORTH HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 8-K 1 form8k_42203.txt APRIL 22, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 22, 2003 Medicis Pharmaceutical Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-18443 52-1574808 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 8125 North Hayden Road Scottsdale,Arizona 85258-2463 (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (602) 808-8800 N/A ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. 99.1 Copy of press release, dated April 22, 2003, issued by Medicis Pharmaceutical Corporation Item 9. Regulation FD Disclosure On April 22, 2003, Medicis Pharmaceutical Corporation issued a press release summarizing its third quarter 2003 financial results. A copy of the press release appears as Exhibit 99.1 to this Current Report and is incorporated herein by reference. SIGNATURES 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. MEDICIS PHARMACEUTICAL CORPORATION (Registrant) Date: April 23, 2003 /s/ Mark A. Prygocki, Sr. --------------------------------- --------------------------------- Name: Mark A. Prygocki, Sr. Title: Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - --------- ----------------------------------------------------------- 99.1 Copy of press release, dated April 22, 2003, issued by Medicis Pharmaceutical Corporation. EX-99 2 pressrelease3d-qtr03.txt PRESS RELEASE 4/22/03 [LOGO OMITTED] CONTACT: - ------- Libby Ivy, Executive Director, Investor Relations & Corporate Communications, (602) 808-3854 MEDICIS REPORTS THIRD QUARTER FISCAL 2003 FINANCIAL RESULTS SCOTTSDALE, Arizona--April 22, 2003--Medicis (NYSE:MRX) today announced March 31, 2003 third quarter fiscal 2003 net revenues of $63 million with net income of $16 million, or $0.56 per diluted share, absent a $5.5 million tax-effected special charge reported in the third quarter associated with a research and development collaboration. Including the tax-effected special charge associated with the research and development collaboration, third quarter fiscal 2003 net income was $10 million, or $0.36 per diluted share. In the third quarter of fiscal 2002 ending March 31, 2002, Medicis reported net revenues of $57 million with net income of $16 million, or $0.50 per diluted share. Third quarter fiscal 2003 net revenue increased primarily as a result of net overall growth in sales of the Company's core brands. The Company's core brands represented approximately 84% of total product sales on a collective basis and increased approximately 13% in total reported prescription volume during the same period. At the end of the third quarter, the Company's core brands included DYNACIN(R), LOPROX(R), LUSTRA(R), OMNICEF(R), ORAPRED(R), PLEXION(R) and TRIAZ(R). The Company's gross profit margin for the third quarter of fiscal 2003 was 85% compared to 83% for the third quarter of fiscal 2002. Cash flow from operations for the third quarter of fiscal 2003 was $26.8 million, compared to $14.8 million for the third quarter of fiscal 2002. For the first nine months of fiscal 2003, Medicis reported net revenues of $181 million with net income of $46 million, or $1.65 per diluted share, absent $8.9 million of tax-effected special charges reported in the first nine months of fiscal 2003 associated with a research and development collaboration. Including the tax-effected special charges associated with the research collaboration, net income was $37 million, or $1.33 per diluted share, in the first nine months of fiscal 2003. Comparatively, in the first nine months of fiscal 2002, Medicis reported net revenues of $155 million with net income of $45 million, or $1.41 per diluted share, absent a special charge of $6.2 million for purchased in-process research and development associated with the Ascent Pediatrics transaction. Including the special charge of $6.2 million for purchased in-process research and development, Medicis reported net income of $38 million, or $1.21 per diluted share in the first nine months of fiscal 2002. For the first nine months of fiscal 2003, net revenue increased primarily as a result of net overall growth in sales of the Company's core brands. The Company's core brands represented approximately 83% of total product sales and increased approximately 20% in total reported prescription volume in the first nine months of fiscal 2003. The Company's gross profit margin for the first nine months of fiscal 2003 was 85% compared to 83% for the first nine months of fiscal 2002. Cash flow from operations for the first nine months of fiscal 2003 was $68.6 million, compared to $53.4 million for the first nine months of fiscal 2002. "We are pleased to announce our third quarter financial results with another period of strong and consistent performance," said Jonah Shacknai, Chairman and Chief Executive Officer of Medicis. "During the third quarter, Medicis announced several important milestones for the Company. Food and Drug Administration approval was received for LOPROX(R) Shampoo, the Company's first New Drug Application and the first prescription antifungal shampoo indicated for the treatment of seborrheic dermatitis. (more) Additionally, Medicis secured the exclusive North American rights to RESTYLANE(R), PERLANE(TM) and RESTYLANE(R) Fine Lines, a leading, natural, non-animal sourced dermal restorative product line. This transaction is expected to be the largest in the Company's history and should further our leadership position in a fast growing segment of the dermatologic market." Prior to this release, the Company's most recent public fiscal 2003 revenue guidance was approximately $246 million and earnings guidance of $2.23, per diluted share. The impact of the third quarter's results improves the fiscal 2003 guidance to approximately $2.24 in diluted earnings per share, excluding special charges relating to the Company's research and development collaboration. Medicis has not provided guidance for fiscal year 2004. The Company normally provides such guidance for the upcoming fiscal year approximately one month prior to its commencement. The Company provided guidance for fiscal year 2003 in June 2002. Based upon information available currently, the Company's guidance is as follows:
Fiscal Year 2003 (ending June 30, 2003) First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year (9/30/02) (12/31/02) (3/31/03) (6/30/03) 2003 Actual Actual Actual Estimated Estimated ------------- -------------- ------------ ------------- ----------- Current EPS objectives excluding special charges $0.54 $0.55 $0.56 $0.59 $2.24 Current EPS objectives including special charges $0.42 $0.55 $0.36 $0.59 $1.92
At the time of this disclosure, Medicis believes these objectives are attainable based upon information currently available to the Company. The Company's business is subject to all risk factors outlined in the Company's most recent annual report on Form 10-K, its Form S-3 registration statement and other filed documents with the Securities and Exchange Commission. At the time of this release, the Company cannot, among other things, assess the forthcoming results of the Company's research and development projects and the risks associated with the FDA approval process, risks associated with significant competition within the Company's industry, nor can the Company validate its assumptions of the full impact on its business of the approval of competitive generic versions of the Company's core brands, or any future competitive product approvals that may affect the Company's brands. Additionally, Medicis may acquire and/or license products or technologies from third parties to enter into new strategic markets. The Company periodically makes up-front, non-refundable payments to third parties for research and development work which has been completed and periodically makes additional non-refundable payments for the achievement of various milestones. There can be no certainty which periods these potential payments could be made, or if any payments such as these will be made at all. The above estimated future guidance does not include the potential payments associated with any such transactions, except for two payments associated with the Dow transaction previously announced. Medicis is the leading independent specialty pharmaceutical company in the United States focusing primarily on the treatment of dermatological, pediatric and podiatric conditions. Medicis has leading prescription products in a number of therapeutic categories, including acne, asthma, eczema, fungal infections, hyperpigmentation, photoaging, psoriasis, rosacea, seborrheic dermatitis and skin and skin-structure infections. The Company's products have earned wide acceptance by both physicians and patients due to their clinical effectiveness, high quality and cosmetic elegance. (more) The Company's products include the prescription brands DYNACIN(R) (minocycline HCl), LOPROX(R) (ciclopirox), LUSTRA(R) (hydroquinone), LUSTRA-AF(R) (hydroquinone) with sunscreen, ALUSTRA(R) (hydroquinone) with retinol, OMNICEF(R) (cefdinir), ORAPRED(R) (prednisolone sodium phosphate), PLEXION(R) Cleanser (sodium sulfacetamide/sulfur), PLEXION TS(R) (sodium sulfacetamide/sulfur), PLEXION SCT(R) (sodium sulfacetamide/sulfur), TRIAZ(R) (benzoyl peroxide), LIDEX(R) (fluocinonide), and SYNALAR(R) (fluocinolone acetonide); the over-the-counter brand ESOTERICA(R); and BUPHENYL(R) (sodium phenylbutyrate), a prescription product indicated in the treatment of Urea Cycle Disorder. For more information about Medicis, please visit the Company's website at www.medicis.com. Except for historical information, this press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act. All statements included in this press release that address activities, events or developments that Medicis expects, believes or anticipates will or may occur in the future are forward-looking statements. This includes earnings estimates, future financial performance and other matters. These statements are based on certain assumptions made by Medicis based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. The Company cannot validate its assumptions of the full impact on its business of the approval of competitive generic versions of the Company's core brands, or any future competitive product approvals that may affect the Company's brands. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Medicis. Any such projections or statements include the current views of Medicis with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such results will be achieved and there are a number of important factors that could cause actual results to differ materially from those projected, including the anticipated size of the markets, the availability of product supply of DYNACIN(R) Tablets, the receipt of required regulatory approvals, the ability to realize anticipated synergies and benefits of the Q-Med and the Ascent transactions, the risks and uncertainties normally incident to the pharmaceutical industry, dependence on sales of key products, the uncertainty of future financial results and fluctuations in operating results, dependence on Medicis' strategy including the uncertainty of license payments and/or other payments due from third parties, the timing and success of new product development by Medicis or third parties, product introductions and other risks described from time to time in Medicis' SEC filings including its Annual Report on Form 10-K for the year ended June 30, 2002. In addition, Medicis recently sold $400 million of 2.5% Contingent Convertible Notes Due 2032. There can be no assurance as to when or if any of the Notes will be converted, and what impact the increase in the number of shares outstanding will have on our results of operations. Forward-looking statements represent the judgment of Medicis' management as of the date of this release, and Medicis disclaims any intent or obligation to update any forward-looking statements. NOTE: Full prescribing information for any Medicis prescription product is available by contacting the Company. OMNICEF(R) is a registered trademark of Abbott Laboratories, Inc. under a license from Fujisawa Pharmaceutical Co., Ltd. All other marks (or brands) and names are the property of Medicis or its Affiliates. (more) Medicis Summary Statements of Operations (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended March 31, March 31, -------------------- ------------------- 2003 2002 2003 2002 -------------------- ------------------- Revenues $62,575 $56,623 $180,834 $155,179 Cost of sales 9,114 9,397 27,579 26,065 ------- -------- -------- -------- Gross profit 53,461 47,226 153,255 129,114 Operating expenses: Selling, general and administrative 23,809 21,544 67,740 57,488 Research and development 1,189* 1,935 21,352* 5,220 Depreciation and amortization 2,572 1,968 6,746 5,892 ------- -------- -------- -------- Total operating expenses 37,570 25,447 95,838 68,600 Purchased in-process research & development - - - - - - - - - 6,217 ------- -------- -------- -------- Operating income 15,891 21,779 57,417 54,297 Interest (expense) income, net (161) 2,274 129 7,168 Income tax expense (5,506) (8,178) (20,141) (23,178) ------- -------- -------- -------- Net income $10,224 $15,875 $37,405 $38,287 ======= ======== ======== ======== Basic net income per common share $0.38 $0.52 $1.38 $1.26 ======= ======== ======== ======== Diluted net income per common share $0.36 $0.50 $1.33 $1.21 ======= ======== ======== ======== Shares used in basic net income per common share 27,084 30,647 27,194 30,423 Shares used in diluted net income per common share 28,119 31,858 28,136 31,636 Net income (GAAP) $10,224 $15,875 $37,405 $38,287 Special charge for research & development (tax-effected) 5,544 - - - 8,946 - - - Special charge for in-process research & development - - - -- -- 6,217 ------- -------- -------- -------- Net income absent special charge $15,768 $15,875 $46,351 $44,504 ======= ======== ======== ======== Basic net income per common share $0.58 $0.52 $1.70 $1.46 ======= ======== ======== ======== Diluted net income per common share $0.56 $0.50 $1.65 $1.41 ======= ======== ======== ======== - -------------------------------------------------------------------------------------------------------------
*Reported R&D expenses include a special charge of $8.8 million ($5.5 million tax-effected) in the third quarter of fiscal 2003 and $14.2 million ($8.9 million tax-effected) in the first nine months of fiscal 2003 relating to a research & development collaboration
Balance Sheets At March 31, 2003 At June 30, 2002 ----------------- ---------------- (unaudited) Assets Cash, cash equivalents & short-term investments $538,568 $577,576 Accounts receivable, net 50,579 45,054 Inventory, net 11,835 11,955 Other current assets 25,393 23,888 -------- -------- Total current assets 626,375 658,473 Property and equipment, net 2,572 2,605 Other assets 290,523 215,195 -------- -------- Total assets $919,470 $876,273 ======== ======== Liabilities and stockholders' equity Current liabilities $ 75,336 $ 47,214 Contingent convertible senior notes 400,000 400,000 Deferred tax liability 2,134 - - - Stockholders' equity 442,000 429,059 -------- ------- Total liabilities and stockholders' equity $919,470 $876,273 ======== ======== Working capital $551,039 $611,259
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