Add
WCRX to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| WCRX > SEC Filings for WCRX > Form 8-K on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Results of Operations and Financial Condition, Regulation FD Disclosure, Fina
On November 9, 2009 Warner Chilcott plc (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2009. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and the attached exhibit is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On September 23, 2009, the Company entered into a definitive asset purchase agreement (the "LEO Transaction Agreement") with LEO Pharma A/S ("LEO") pursuant to which LEO paid the Company $1.0 billion in cash in order to terminate the Company's exclusive license to distribute LEO's DOVONEX and TACLONEX products (including all products in LEO's development pipeline) in the United States and to acquire certain assets related to the Company's distribution of DOVONEX and TACLONEX products in the United States. The transaction (the "LEO Transaction") was approved by the respective boards of directors of the Company and LEO, and closed simultaneously with the execution of the LEO Transaction Agreement.
The Company intends to provide certain information to investors and reflect the impact of the consummation of the LEO Transaction on the Company, and is therefore including such information in this Current Report on Form 8-K pursuant to Regulation FD. Information set forth below (including the pro forma information filed as Exhibit 99.2) is furnished and shall not be deemed to be "filed" under the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act.
The following tables present certain non-GAAP financial measures on a pro forma basis giving effect to the LEO Transaction, and reconciliations to the most directly comparable GAAP financial measure. The information set forth below (including the pro forma information filed as Exhibit 99.2) does not take into account the Company's acquisition of the global prescription pharmaceutical business of The Procter & Gamble Company (the "PGP Acquisition"), except with respect to certain expenses incurred prior to the closing of the PGP Acquisition.
Reconciliations to GAAP Net Income
Cash Net Income
To supplement its unaudited Pro Forma Condensed Consolidated financial statements presented in accordance with US GAAP, the Company has provided a summary to show the computation of cash net income ("CNI") and Adjusted CNI. CNI is defined as the Company's GAAP net income adjusted for the after-tax effects of two non-cash items: amortization (including impairments, if any) of intangible assets and amortization (including write-offs, if any) of deferred loan costs related to the Company's debt. Adjusted CNI represents CNI as further adjusted to exclude the after-tax gain of $380.1 million resulting from the LEO Transaction. The Company believes that the presentation of CNI and Adjusted CNI provides useful information to both management and investors concerning the approximate impact of the above items. The Company also believes that considering the effect of these items allows management and investors to better compare the Company's financial performance from period-to-period, and to better compare the Company's financial performance with that of its competitors. The presentation of this additional information is not meant to be considered in isolation of, or as a substitute for, results prepared in accordance with US GAAP.
WARNER CHILCOTT PUBLIC LIMITED COMPANY
RECONCILIATION OF GAAP NET INCOME TO CASH NET INCOME AND ADJUSTED CASH NET
INCOME
(In thousands of U.S. dollars)
(Unaudited)
Quarter Ended September 30, 2009 Quarter Ended September 30, 2008
After Giving After Giving
Effect to the Effect to the
As LEO As LEO
Reported Adjustments Transaction Reported Adjustments Transaction
Net Income as Reported $ 424,245 $ (392,171 ) $ 32,074 $ 40,089 $ (13,407 ) $ 26,682
+ Amortization and impairment of
intangible assets, net of tax 52,218 (5,261 ) 46,957 54,092 (5,260 ) 48,832
+ Amortization and write-offs of
deferred loan costs, net of tax 6,854 (6,602 ) 252 2,336 (2,078 ) 258
Cash Net Income/(Loss) $ 483,317 $ (404,034 ) $ 79,283 $ 96,517 $ (20,745 ) $ 75,772
- (Gain) on sale of assets, net of
tax (380,088 ) 380,088 - - - -
Adjusted Cash Net Income/(Loss) $ 103,229 $ (23,946 ) $ 79,283 $ 96,517 $ (20,745 ) $ 75,772
|
Nine Months Ended September 30, 2009 Nine Months Ended September 30, 2008
After Giving After Giving
Effect to the Effect to the
As LEO As LEO
Reported Adjustments Transaction Reported Adjustments Transaction
Net Income as Reported $ 523,604 $ (439,926 ) $ 83,678 $ 107,315 $ (54,274 ) $ 53,041
+ Amortization and impairment of
intangible assets, net of tax 156,653 (15,785 ) 140,868 150,356 (13,926 ) 136,430
+ Amortization and write-offs of
deferred loan costs, net of tax 9,975 (9,221 ) 754 5,987 (5,215 ) 772
Cash Net Income/(Loss) $ 690,232 $ (464,932 ) $ 225,300 $ 263,658 $ (73,415 ) $ 190,243
- (Gain) on sale of assets, net of
tax (380,088 ) 380,088 - - - -
Adjusted Cash Net Income/(Loss) $ 310,144 $ (84,844 ) $ 225,300 $ 263,658 $ (73,415 ) $ 190,243
|
Adjusted EBITDA
To supplement its unaudited Pro Forma Condensed Consolidated financial statements presented in accordance with US GAAP, the Company is providing a summary to show the computation of adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") taking into account certain charges that were taken during the periods presented. The computation of adjusted EBITDA is based on the definition of EBITDA contained in the indenture governing the Company's Senior Subordinated Notes due 2015. The Company believes that adjusted EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, adjusted EBITDA is not a measurement of financial performance under U.S. GAAP, and the Company's adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider adjusted EBITDA as an alternative to operating or net income, determined in accordance with U.S. GAAP, as an indicator of the Company's operating performance, or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, as an indicator of our cash flows or as a measure of liquidity.
WARNER CHILCOTT PUBLIC LIMITED COMPANY
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
(In thousands of U.S. dollars)
(Unaudited)
Quarter Ended September 30, 2009 Quarter Ended September 30, 2008
After After
Giving Giving
Effect to Effect to
As the LEO As the LEO
Reported Adjustments Transaction Reported Adjustments Transaction
RECONCILIATION TO ADJUSTED
EBITDA:
Net income-GAAP $ 424,245 $ (392,171 ) $ 32,074 $ 40,089 $ (13,407 ) $ 26,682
+ Interest expense, net 23,960 (15,270 ) 8,690 23,622 (14,985 ) 8,637
+ Provision for income taxes 25,584 (14,118 ) 11,466 6,416 (5,272 ) 1,144
+ Non-cash stock-based
compensation expense 3,448 - 3,448 2,115 - 2,115
+ Depreciation 3,256 - 3,256 2,891 - 2,891
+ Amortization of intangible
assets 56,993 (5,368 ) 51,625 59,080 (5,367 ) 53,713
+ R&D milestone payments - - - - - -
+ (Gain) on sale of assets (393,095 ) 393,095 - - - -
+ PGP Acquisition expenses 14,518 - 14,518 - - -
Adjusted EBITDA of WC plc, as
defined $ 158,909 $ (33,832 ) $ 125,077 $ 134,213 $ (39,031 ) $ 95,182
|
Nine Months Ended September 30, 2009 Nine Months Ended September 30, 2008
After After
Giving Giving
Effect to Effect to
As the LEO As the LEO
Reported Adjustments Transaction Reported Adjustments Transaction
RECONCILIATION TO ADJUSTED EBITDA:
Net income-GAAP $ 523,604 $ (439,926 ) $ 83,678 $ 107,315 $ (54,274 ) $ 53,041
+ Interest expense, net 57,178 (31,124 ) 26,054 72,231 (46,488 ) 25,743
+ Provision for income taxes 44,510 (16,336 ) 28,174 22,698 (5,680 ) 17,018
+ Non-cash stock-based
compensation expense 9,410 - 9,410 6,120 - 6,120
+ Depreciation 9,682 - 9,682 8,940 - 8,940
+ Amortization of intangible
assets 170,978 (16,107 ) 154,871 164,830 (14,210 ) 150,620
+ R&D milestone payments 11,500 - 11,500 - - -
+ (Gain) on sale of assets (393,095 ) 393,095 - - - -
+ PGP Acquisition expenses 17,712 - 17,712 - - -
Adjusted EBITDA of WC plc, as
defined $ 451,479 $ (110,398 ) $ 341,081 $ 382,134 $ (120,652 ) $ 261,482
|
(d) Exhibits
Exhibit
Number Description
99.1 Press Release issued November 9, 2009.
99.2 Pro Forma Financial Information.
|
|
|