Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
BRL > SEC Filings for BRL > Form 10-Q on 6-Nov-2008All Recent SEC Filings

Show all filings for BARR PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for BARR PHARMACEUTICALS INC


6-Nov-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis addresses material changes in the results of operations and financial condition of Barr Pharmaceuticals, Inc. and subsidiaries for the periods presented. This discussion and analysis should be read in conjunction with the consolidated financial statements, the related notes to the consolidated financial statements and Management's Discussion and Analysis of Results of Operations and Financial Condition included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, and the unaudited interim condensed consolidated financial statements and related notes included in Item 1 of this report on Form 10-Q. Executive Overview
We are a global specialty pharmaceutical company that operates in more than 30 countries. Our operations are based primarily in North America and Europe, with our key markets being the United States, Croatia, Germany, Poland and Russia. We are primarily engaged in the development, manufacture and marketing of generic and proprietary pharmaceuticals.
Merger Agreement with Teva Pharmaceutical Industries Ltd.
On July 17, 2008, the Company entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Teva Pharmaceutical Industries Ltd. ("Teva"), pursuant to which, upon consummation of the merger, the Company will become a wholly owned subsidiary of Teva.
Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, stockholders of the Company will be entitled to receive $39.90 in cash and 0.6272 ordinary shares of Teva for each share of the Company's common stock. The Teva shares will trade in the United States in the form of American Depositary Shares, evidenced by American Depositary Receipts. Also, each outstanding stock option and stock appreciation right relating to the Company's common stock (other than those stock options held by non-employee directors) will be converted into an amount in cash per share subject to such stock option or stock appreciation right equal to the excess, if any, of $66.50 over the exercise price per share.
The Merger Agreement may be terminated under certain circumstances, including if the Company's Board of Directors accepts an unsolicited superior proposal prior to approval of the merger by the Company's stockholders, provided that Teva has first been given three business days' prior notice, and the opportunity to negotiate in good faith to make such adjustments to the terms and conditions of the Merger Agreement such that the new proposal would no longer constitute a superior proposal. If the Merger Agreement is terminated by the Company under certain circumstances, the Company will be required to pay Teva a termination fee of $200 million.
Consummation of the merger is subject to various other conditions, including
(i) approval of the merger by the Company's stockholders, (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of all required approvals by the Canada Competition Bureau and the European Commission applicable to the merger, (iv) receipt of all required approvals under any antitrust laws applicable to the merger in certain other jurisdictions where failure to obtain such approvals would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or an effect of similar magnitude (in terms of absolute effect and not proportion) on Teva and its subsidiaries and (v) other customary closing conditions. The Company is aware of two lawsuits that have been filed seeking to challenge the merger: Laborers Local 235 Pension Fund v. Barr Pharmaceuticals Inc., et al., Docket No. C-260-08 (N.J. Chancery Division, Bergen County) (the "Laborers Local Action"), which was filed on July 18, 2008 in the New Jersey Superior Court, Chancery Division; and Carter v. Barr Pharmaceuticals, Inc., et al., Docket No. C-269-08 (N.J. Chancery Division, Bergen County) (the "Carter Action"), which was filed on July 21, 2008 in the New Jersey Superior Court, Chancery Division. Both actions seek to challenge the merger and the merger agreement on behalf of a putative class consisting of all holders of the Company's stock who allegedly have been or will be harmed by the merger. Both complaints name the Company and the six members of its Board of Directors as defendants (the "Barr Defendants"). The Carter Action complaint also names Teva Pharmaceutical Industries Ltd. ("Teva") as a defendant. The actions generally assert that the Barr Defendants breached fiduciary duties by allegedly agreeing to sell the Company without attempting to maximize shareholder value and by allegedly favoring Teva over other potential bidders. The Carter Action complaint also alleges that Teva aided and abetted the directors in breaching their respective fiduciary duties. Plaintiffs in both complaints seek to obtain class certification and enjoin the transaction, among other things. On July 31, 2008, an amended complaint was filed in the Laborers Local Action substituting Hollywood Police Pension Fund as plaintiff in that action. As of October 14, 2008, the Company, the individual defendants, and Teva reached an agreement in principle with the plaintiffs to settle the lawsuits. Pursuant to this agreement in principle, the defendants agreed to make various additional disclosures that are included in the Company's proxy statement/prospectus, although neither Teva or Barr makes any admission that the additional disclosures are material. In addition, as part of the proposed settlement, the defendants deny all allegations of wrongdoing. The settlement would be subject to customary conditions, including court approval following notice to members of the proposed settlement class and consummation of the merger. If finally approved by the court, the settlement would be expected to resolve all of the claims that were or could have been brought on behalf of the proposed settlement class in the actions being settled, including all claims relating to the merger, the merger agreement and any disclosures made in connection therewith. Final judicial approval of such a settlement could occur after the completion of the merger. On October 16, 2008, the Company announced that a special meeting of shareholders to vote on the proposed acquisition of the Company by Teva has been set for November 21, 2008. In addition, our Board of Directors approved October 10, 2008 as the record date for the special meeting.
Business Activities
During the three months ended September 30, 2008, sales of our generic products were $562.4 million, accounting for 81% of our total product sales. North America accounted for $350.3 million, or 62%, of our generic product sales while the rest of world ("ROW") accounted for $212.1 million, or 38%. Sales of our proprietary products were $132.9 million, accounting for 19% of our total product sales. In addition, we recorded $33.1 million


Table of Contents

of alliance and development revenues during the quarter and $9.0 million of other revenues. Alliance and development revenues are derived mainly from profit-sharing arrangements, co-promotion agreements, and standby manufacturing fees and other reimbursements and fees we received from third parties, including marketing partners. Other revenues primarily are derived from our non-core operations, which include our diagnostics, disinfectants, dialysis and infusions ("DDD&I") business.
During the nine months ended September 30, 2008, sales of our generic products were $1,588.2 million, accounting for 82% of our total product sales. North America accounted for $951.6 million of our generic product sales, or 60%, while the ROW accounted for $636.6 million, or 40%. Sales of our proprietary products were $346.6 million, accounting for 18% of our total product sales. In addition, we recorded $158.4 million of alliance and development revenues and $30.8 million of other revenues during the nine-month period.
During the nine months ended September 30, 2008, we generated $249 million of operating cash flows. Our operating cash flows are a significant source of liquidity, and we expect to utilize a significant portion of these operating cash flows to service our debt obligations as well as fund our capital needs.
Foreign currency exchange rate fluctuations Our international revenues and expenses are subject to foreign currency exchange rate fluctuations. These results are first converted from local currencies into Croatian Kuna ("HRK"), and then converted from HRK into U.S. dollars ("USD"). In general, the HRK exchange rate follows the exchange rate fluctuations between the USD and the Euro. Depending on the direction of change relative to the USD, foreign currency values can increase or decrease the reported dollar value of our net assets and results of operations. We cannot predict with certainty changes in foreign exchange rates or the effect they will have on us. However, we attempt to mitigate their impact through operational means and by using various foreign exchange financial instruments. We use foreign exchange financial instruments to hedge a portion of forecasted transactions even though none of the instruments are eligible for hedge accounting. Since our derivatives do not qualify for hedge accounting, the changes in fair value of these instruments are measured each period and reported in other income (expense), which has led to volatility of our reported net earnings in prior periods and may lead to further volatility in the future. Despite the potential for increased earnings volatility, we still use such instruments to offset the economic risk from foreign exchange rate fluctuations.
For purposes of discussing results on a comparable basis below, we will refer to all total increases and decreases in US dollars, and often quantify the amount of those changes that are due to changes in foreign currency exchange rate fluctuations.
Generic Products
For many years, we have successfully utilized a strategy of developing the generic versions of branded products that possess a combination of unique factors that we believe have the effect of limiting competition for generics. Such factors include difficult formulation, complex and costly manufacturing requirements or limited raw material availability. By targeting products with some combination of these unique factors, we believe that our generic products will, in general, be less affected by the intense and rapid pricing pressure often associated with more commodity-type generic products. As a result of this focused strategy, we have been able to successfully identify, develop and market generic products that generally have few competitors or that are able to enjoy longer periods of limited competition, and thus generate profit margins higher than those often associated with commodity-type generic products. Our extensive portfolio of generic oral contraceptive products is a prime example of our generic development strategy.
Until our acquisition of PLIVA, the execution of this strategy was focused predominantly on developing solid oral dosage forms of products. While we believe there are more tablet and capsule products that may fit our "barrier-to-entry" criteria, we have recently expanded our development activities, both internally through our acquisition of PLIVA and through collaboration with third parties, to develop non-tablet and non-capsule products such as injectables, patches, creams, ointments, sterile ophthalmics and nasal sprays.


Table of Contents

We also develop and manufacture active pharmaceutical ingredients ("API"), primarily for use internally and, to a lesser extent, for sale to third parties. We manufacture 23 different APIs for use in pharmaceuticals through our facilities located in Croatia and the Czech Republic. We believe that our ability to produce API for internal use may provide us with a strategic advantage over competitors that lack such ability, particularly as to the timeliness of obtaining API for our products.
Challenging the patents covering certain brand products continues to be an integral part of our generics business. For many products, the patent provides the unique barrier that we seek to identify in our product selection process. We try to be the first company to initiate a patent challenge because, in certain cases, we may be able to obtain 180 days of exclusivity for selling the generic version of the product. Upon receiving exclusivity for a product, we often experience significant revenues and profitability associated with that product for the 180-day exclusivity period, but, at the end of that period, we experience significant decreases in our revenues and market share associated with the product as other generic competitors enter the market. Our record of successfully resolving patent challenges has made a recurring contribution to our operating results, but has created periods of revenue and earnings volatility and will likely continue to do so in the future. While earnings and cash flow volatility may result from the launch of products subject to patent challenges, we remain committed to this part of our business.
Proprietary Products
To help diversify our generic product revenue base, we initiated a program in 2001 to develop and market proprietary pharmaceutical products. We formalized this program through our acquisition of Duramed Pharmaceuticals in October 2001, and thereafter by establishing Duramed Research as our proprietary research and development subsidiary. Today, Duramed is recognized as a leader in the area of women's healthcare. We implement our women's healthcare platform through a substantial number of employees dedicated to the development and marketing of our proprietary products, including approximately 355 sales representatives that promote directly to physicians six of our products - SEASONIQUE®, Enjuvia™, Mircette®, ParaGard®, Plan B™ and Amniscreen - and two products under our co-promotion agreement with Abbott Pharmaceuticals - Niaspan® and Advicor®. We have accomplished significant growth in proprietary product sales over the last several years through both internally-developed products, such as SEASONALE®, which was the first and largest selling extended-cycle oral contraceptive in the U.S., and SEASONIQUE, also an extended-cycle oral contraceptive, and through product acquisitions. We acquired ParaGard, the only non-drug loaded intrauterine contraceptive ("IUC") currently on the market in the U.S., in November 2005; Mircette, a well established 28-day oral contraceptive, in December 2005; Plan B, an emergency oral contraceptive product in 2004; and Adderall IR, an immediate-release, mixed salt amphetamine product that is indicated for the treatment of attention deficit hyperactivity disorder and narcolepsy, in October 2006.


Table of Contents

   Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2008 and
September 30, 2007
   The following table sets forth revenue data for the three and nine months
ended September 30, 2008 and 2007 (dollars in millions):

                                         Three Months Ended September 30,                  Nine Months Ended September 30,
                                                                    Change                                            Change
                                     2008           2007          $          %         2008          2007           $         %
Product sales:
Generic products:
Oral contraceptives                $   158.6       $ 112.0     $  46.6        42 %   $   406.5     $   341.1     $  65.4       19 %
Other generics                         403.8         322.2        81.6        25 %     1,181.7       1,048.7       133.0       13 %

Total generic products                 562.4         434.2       128.2        30 %     1,588.2       1,389.8       198.4       14 %
Proprietary products                   132.9         124.7         8.2         7 %       346.6         316.0        30.6       10 %

Total product sales                    695.3         558.9       136.4        24 %     1,934.8       1,705.8       229.0       13 %
Alliance and development revenue        33.1          32.5         0.6         2 %       158.4          94.0        64.4       69 %
Other revenue                            9.0          10.5        (1.5 )     -14 %        30.8          32.5        (1.7 )     -5 %

Total revenues                     $   737.4       $ 601.9     $ 135.5        22 %   $ 2,124.0     $ 1,832.3     $ 291.7       16 %

Product Sales
Generic Oral Contraceptives
During the three months ended September 30, 2008, sales of our generic oral contraceptives ("Generic OCs") were $158.6 million, up $46.6 million, or 42% from the prior year period. This increase is primarily due to $51.5 million of sales from the June 2008 launch of Ocella, our generic version of Bayer's Yasmin, and $3.2 million from Trilegest, launched in October 2007. This overall increase was partially offset by lower sales across most of our other Generic OCs due to a decline in market share resulting from changes in customer mix since the end of 2007, as well as lower pricing of most of our Generic OCs. The most significant declines in Generic OCs were lower sales of Apri, Errin and Balziva, which declined $7.1 million in total.
During the nine months ended September 30, 2008, sales of our Generic OCs were $406.5 million, up $65.4 million, or 19% from the prior year period. This increase is due primarily to the launches of Ocella and Trilegest, as discussed above. The Ocella and Trilegest contributions of $103.8 million more than offset declines in several other Generic OC products due to lower demand resulting from the change in customer mix and lower pricing. These factors resulted in lower sales of several products in our portfolio, including declines of Apri of $9.4 million, Sprintec of $8.3 million, and Aviane of $7.5 million.
In October 2008, our patent on Mircette expired. As a result, we expect that competition on Kariva, our generic version of Mircette, will increase during the fourth quarter as other generics enter the market. We expect the competition for our Kariva product will contribute to a sequential decline in sales of Generic OCs as compared to the current period.
Other Generic Products
During the three months ended September 30, 2008, sales of our other generic products ("Other Generics") were $403.8 million, up $81.6 million, or 25% from the prior year period, reflecting higher sales across our North American, European and other ROW markets. During the current quarter in our North American market, sales of


Table of Contents

our Dextroamphetamine family of products increased by $7.6 million and sales of Claravis increased by $6.5 million, in each case principally from higher market share as competitors exited the markets for these products. In addition, sales of Vitamin D increased by $6.2 million due to greater demand, we recorded $5.1 million in sales of Alendronate, which we launched earlier in 2008, and we recorded $2.5 million in sales of Galantamine from its August 2008 launch. In our European and other ROW markets, in addition to gains in foreign currency exchange rates of $22.0 million, we experienced higher sales in most markets, including increases of $7.8 million in Poland, $5.0 million in Russia and $3.9 million in Germany as product shortages in the prior year period have been resolved. In particular, sales of Azithromycin increased $6.3 million due primarily to continued strong growth in the Russian market.
During the nine months ended September 30, 2008, sales of Other Generics were $1,181.7 million, up $133.0 million, or 13% from the prior year period. During the current nine-month period in our North American markets, we recorded $16.0 million in sales of Alendronate, which we launched in July 2008, and recorded higher sales of $39.9 million from Claravis, Vitamin D and Fentanyl primarily due to higher volumes and pricing. These increases were partially offset by lower sales of Ondansetron of $15.0 million, Desmopressin of $13.9 million and Warfarin of $7.8 million, in each case due to lower volume and lower prices resulting from increased competition. In our European and other ROW markets, in addition to gains in foreign currency exchange rates of $81.4 million, we experienced strong sales increases in several countries, including $21.6 million in Russia, $9.0 million in Germany and $8.5 million in Poland. On a product basis, sales of Azithromycin increased by $16.7 million, driven by the continued strength of the product in our Russian market as well as growth in Croatia, and sales of Katadolon, our largest product in Germany, which increased by $6.6 million, driven by strong market share. Offsetting these increases was an overall decline in sales within Croatia of $9.6 million.
Proprietary Products
During the three months ended September 30, 2008, sales of our proprietary products were $132.9 million, an increase of $8.2 million, or 7%, from the prior year period. This increase was partially due to a $5.4 million increase in sales of SEASONIQUE, due in part to the timing of customer purchases in the current period, and a $4.7 million increase in sales of Plan B OTC/Rx, both due to an increase in demand sales and pricing. In addition, we recorded a $3.6 million increase in sales of Diamox benefiting from higher pricing and a year-over-year increase in unit sales due to supply issues in the prior year which depressed last year's sales. These increases, combined with other increases of our proprietary products, more than offset a $4.3 million decrease in sales of SEASONALE due to continued generic erosion, and a $3.9 million decrease in sales of Cenestin due to a declining market for this product.
During the nine months ended September 30, 2008, sales of our proprietary products were $346.6 million, an increase of $30.6 million, or 10%, from the prior year period. This increase was primarily due to a $22.5 million increase in sales of SEASONIQUE, a $12.5 million increase in sales of Diamox, a $10.0 million increase in sales of ParaGard and a $9.7 million increase in sales of Plan B OTC/Rx, all due to higher prices and volume. These increases more than offset a $16.6 million decrease in sales of SEASONALE due to the impact from generic competition and a $7.2 million decrease in sales of Loestrin due to lower volume.
Alliance and Development Revenue
During the three months ended September 30, 2008, we recorded $33.1 million of alliance and development revenue, up slightly from $32.5 million in the prior year period. Our revenue from Shire plc increased by $6.1 million, while revenues from our profit-sharing arrangement with Teva on generic Allegra decreased by $3.8 million and revenues associated with the development of the Adenovirus vaccine for the U.S. Department of Defense decreased by $1.2 million.
During the nine months ended September 30, 2008, we recorded $158.4 million of alliance and development revenue, up from $94.0 million in the prior year period. This increase of $64.4 million was principally due to the $53.0 million one-time payment from Allergan we recorded during the six months ended June 30, 2008. Period-over-period, our revenue from Shire increased by $18.5 million, while revenues from our profit-sharing arrangement with Teva on generic Allegra decreased by $5.1 million and revenues associated with the development of the Adenovirus vaccine for the U.S. Department of Defense decreased by $2.5 million.


Table of Contents

Other Revenue
We recorded $9.0 million and $10.5 million of other revenue during the three months ended September 30, 2008 and 2007, respectively, and $30.8 million and $32.5 million of other revenue during the nine months ended September 30, 2008 and 2007, respectively. This revenue is primarily attributable to non-core operations, which includes our diagnostics, disinfectants, dialysis and infusions business.


Table of Contents

   Cost of Sales
   The following table sets forth cost of sales data, in dollars, as well as the
resulting gross margins expressed as a percentage of product sales (except
''other'', which is expressed as a percentage of our other revenue line item),
for the three and nine months ended September 30, 2008 and 2007 (dollars in
millions):

                                Three Months Ended September 30,                       Nine Months Ended September 30,
                                                             Change                                               Change
                           2008            2007          $           %           2008           2007           $           %
Generic products        $    303.6       $  230.7      $ 72.9          32 %    $   847.3       $ 739.1      $ 108.2          15 %

Gross margin                  46.0 %         46.9 %                                 46.7 %        46.8 %

Proprietary products    $     32.2       $   30.0      $  2.2           7 %    $    98.9       $  84.2      $  14.7          17 %

Gross margin                  75.8 %         76.0 %                                 71.5 %        73.3 %

Other revenue           $      6.4       $    6.2      $  0.2           3 %    $    24.3       $  17.9      $   6.4          36 %

Gross margin                  30.9 %         40.9 %                                 22.1 %        44.7 %

Total cost of sales     $    342.2       $  266.9      $ 75.3          28 %    $   970.5       $ 841.2      $ 129.3          15 %

Gross margin                  51.4 %         53.1 %                                 50.6 %        51.6 %

Cost of sales components include the following:
• our manufacturing and packaging costs for products we manufacture;

• amortization expense;

• the write-off of the step-up in inventory arising from acquisitions, including PLIVA;

• profit-sharing or royalty payments we make to third parties, including raw material suppliers;

• the cost of products we purchase from third parties;

• net realizable value adjustments to our inventories; and

• stock-based compensation expense relating to employees within certain departments that we allocate to cost of sales.

Generics: Generic cost of sales for the three months ended September 30, 2008 were $72.9 million higher than in the prior period due to increases in unit sales and $17.6 million of additional foreign currency expense. During the three months ended September 30, 2008, our generics gross margins decreased from 46.9% to 46.0% reflecting increased sales of lower margin products including Ocella, one of our highest selling generic products, which currently carries a margin well below the margins we earn on our other Generic OC products. In addition, our gross margins were negatively impacted by the weakness of the U.S. Dollar compared to its value in the prior year.
Generic cost of sales for the nine months ended September 30, 2008 were $108.2 million higher than the prior period due to increases in unit sales and $61.0 million of additional foreign currency expense. During the nine months ended September 30, 2008, our generics gross margins decreased slightly to 46.7% from 46.8% when compared to the prior year period. Our gross margins during the current period were negatively impacted by the lower margin earned from Ocella, as discussed above. In addition, gross margins were negatively impacted by the weakness of the U.S. Dollar compared its value in the prior year. . . .

  Add BRL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for BRL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.