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
August 2, 2006
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State of Incorporation)
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1-10269
(Commission File Number)
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95-1622442
(IRS Employer
Identification Number) |
2525 Dupont Drive
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
(714) 246-4500
(Registrants Telephone Number, Including Area Code)
N/A
(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:
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On August 2, 2006, Allergan, Inc. (Allergan) issued a press release announcing operating results
for the second quarter ended June 30, 2006. In its press release, Allergan included historical non-GAAP financial measures, as defined in Regulation G promulgated by the SEC,
with respect to the three and six month periods ended June 30, 2006, as well as the corresponding
periods in 2005. Allergan also included estimated non-GAAP financial
measures for the third fiscal quarter of 2006 and the full year 2006. Allergan reported the non-GAAP financial measures adjusted earnings, adjusted
diluted earnings, adjusted earnings per share and adjusted diluted earnings per share. These
measures exclude expenses and costs associated with accounting adjustments related to the
acquisition of inventory and in-process research and development, the amortization of acquired
tangible assets, charges, duplicate operating expenses and transition expenses associated with
internal restructurings, accrued costs related to a tax dispute and the effect of unrealized losses
on the mark-to-market adjustment to foreign currency derivative instruments. Allergan also
reported sales performance using the non-GAAP financial measure of adjusted total pharmaceutical
product net sales. Adjusted total pharmaceutical product net sales represents reported sales
adjusted to exclude prior period net sales for Japan. Allergan shifted to a third party license
and distribution business model for its operations in Japan in 2005 and accordingly has recorded no
pharmaceutical product net sales for its Japan operations in 2006.
Allergan
uses adjusted earnings, adjusted diluted earnings and adjusted total pharmaceutical product net sales to enhance the
investors overall understanding of the financial performance and prospects for the future of
Allergans core business activities. Specifically, Allergan believes that a report of adjusted
earnings, adjusted diluted earnings and adjusted total pharmaceutical
product net sales provides
consistency in its financial reporting and facilitates the comparison of results of core business
operations between its current, past and future periods. Adjusted earnings, adjusted diluted
earnings and adjusted total pharmaceutical product net sales are some of the primary indicators
management uses for planning and forecasting in future periods. Allergan also uses these measures
for evaluating management performance for compensation purposes.
In the press release, Allergan also reported sales performance using the non-GAAP financial measure
of constant currency sales. Constant currency sales represent current period reported sales
adjusted for the translation effect of changes in average foreign exchange rates between the
current period and the corresponding period in the prior year. Allergan calculates the currency
effect by comparing adjusted current period reported amounts, calculated using the monthly average
foreign exchange rates for the corresponding period in the prior year, to the actual current period
reported amounts. Management refers to growth rates at constant currency so that sales results can
be viewed without the impact of changing foreign currency exchange rates, thereby facilitating
period-to-period comparisons of Allergans sales. Generally, when the dollar either strengthens or
weakens against other currencies, the growth at constant currency rates will be higher or lower,
respectively, than growth reported at actual exchange rates. Constant currency sales as defined and
presented by Allergan may not be comparable to similar measures reported by other companies.
The non-GAAP financial measures reported by Allergan have limited applicability because they
exclude expenses actually incurred by Allergan. Allergan believes that an appropriate analysis of
its profitability cannot be effectively considered without reporting these non-GAAP financial
measures. Allergan believes that its presentation of non-GAAP financial measures provides useful
supplementary information to investors. The presentation of non-GAAP financial measures is not
meant to be considered in isolation from or as a substitute for results prepared in accordance with
accounting principles generally accepted in the United States.
This information and the information contained in the press release shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in this Current Report is not incorporated by
reference into any filings of Allergan made under the Securities Act of 1933, as amended, whether
made before or after the date of this Current Report, regardless of any general incorporation
language in the filing unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Allergan, Inc. press release dated August 2, 2006. |