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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 9, 2007
Medicis Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-18443
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52-1574808 |
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer |
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Identification Number) |
8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of principal executive offices) (Zip Code)
(602) 808-8800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
Subsequent to the issuance of Medicis Pharmaceutical Corporations (Medicis or the
Company) November 7, 2007 press release (the Press Release) announcing its financial results
for the three and nine months ended September 30, 2007, it was determined after further
consultation with specialists in our independent auditing firm that the previously reported
non-refundable $10.0 million payment received in connection with the out-licensing of certain
research and development projects in the third quarter of 2007 would
more appropriately be reported as deferred
revenue at September 30, 2007 under the guidance provided by EITF 00-21 Revenue Arrangements with
Multiple Deliverables. Accordingly, the $10.0 million nonrefundable payment ($6.4 million
after-tax) received from Medicis collaboration partner initially reflected as Contract Revenue in
the Press Release will be reported as deferred revenue in its condensed consolidated balance sheets
as of September 30, 2007, and will be recognized as revenue in future periods. This revision will
have no impact on the Non-GAAP revenue, Non-GAAP net income, Non-GAAP net income per share or Cash
and Cash Equivalents previously reported in the Press Release.
Medicis Pharmaceutical Corporation
Financial Impact Summary
(in thousands, except per share data)
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Three months ended |
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September 30, 2007 |
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GAAP |
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Non-GAAP |
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Revenue: |
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As noted in the Press Release |
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$ |
130,422 |
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$ |
120,422 |
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Reduction of Contract Revenue |
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(10,000 |
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Net Revenue Balance |
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$ |
120,422 |
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$ |
120,422 |
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Net Income: |
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As noted in the Press Release |
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$ |
29,130 |
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$ |
24,130 |
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Reduction of Contract Revenue (tax-effected) |
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(6,370 |
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Net Income |
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$ |
22,760 |
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$ |
24,130 |
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Net Income (if converted basis) |
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As noted in the Press Release |
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$ |
30,640 |
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$ |
25,640 |
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Reduction of Contract Revenue (tax-effected) |
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(6,370 |
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Net Income (if converted basis) |
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$ |
24,270 |
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$ |
25,640 |
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Shares utilized in diluted EPS |
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71,155 |
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71,155 |
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Diluted EPS (if converted basis) |
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As noted in the Press Release |
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$ |
0.43 |
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$ |
0.36 |
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Reduction of Contract Revenue |
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$ |
(0.09 |
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$ |
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Diluted EPS (if converted basis) |
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$ |
0.34 |
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$ |
0.36 |
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Unaudited Reconciliation of Non-GAAP adjustments is as follows:
Medicis Pharmaceutical Corporation
Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data)
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Three months ended |
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September 30, 2007 |
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Dollar Value |
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EPS Impact |
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GAAP net income (noted in Press Release) |
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$ |
29,130 |
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$ |
0.52 |
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Reduction in Contract Revenue (tax-effected) |
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$ |
(6,370 |
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$ |
(0.11 |
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Adjusted GAAP net income |
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$ |
22,760 |
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$ |
0.41 |
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Interest expense and associated bond
offering costs (tax-effected) |
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1,510 |
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GAAP if converted net income and diluted
EPS |
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$ |
24,270 |
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$ |
0.34 |
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Non-GAAP adjustments: |
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Professional fees related to Hyperion
strategic collaboration agreement |
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2,150 |
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0.03 |
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Income tax effect |
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(780 |
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(0.01 |
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Non-GAAP if converted net income and
diluted EPS |
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$ |
25,640 |
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$ |
0.36 |
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Shares used in basic net income per common
share |
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56,120 |
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Shares used in diluted net income per
common share |
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71,155 |
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Use of Non-GAAP Financial Information
To the extent that the Company has provided non-GAAP financial information in this current
report, it has done so in order to provide meaningful supplemental information regarding its
operational performance and to enhance its investors overall understanding of its core financial
performance. Management measures the Companys performance using non-GAAP financial measures such
as those that are disclosed in this current report. This information facilitates managements
internal comparisons to the Companys historical core operating results, comparisons to
competitors core operating results
and is a basis for financial decision making. Management believes that Medicis investors
benefit from seeing the Companys results on the same basis as management, in addition to the GAAP
presentation. In our view, the non-GAAP adjustments are informative to investors, allowing them to
focus on the ongoing operations and the core results of Medicis business. Historically, Medicis
has reported similar non-GAAP information to its investors and believes that the inclusion of
comparative numbers provides consistency in the Companys financial disclosures. This information
is not in accordance with, or an alternative for, information prepared using GAAP in the United
States. It excludes items, such as special charges for R&D, the impairment of long-lived assets,
and litigation reserves that may have a material effect on the Companys net income and diluted net
income per common share calculated in accordance with GAAP. The Company excludes such charges and
the related tax benefits when analyzing its financial results as the items are distinguishable
events and have no impact to the Companys ongoing results of operations. Management believes that
by viewing the Companys results of operations excluding these charges, investors are given an
indication of the ongoing results of the Companys operations.
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.
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Dated: November 9, 2007 |
Medicis Pharmaceutical Corporation
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By: |
/s/ Mark. A Prygocki, Sr.
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Mark A. Prygocki, Sr. |
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Executive Vice President, Chief Financial Officer and Treasurer |
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