UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 1-9114
MYLAN LABORATORIES INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-1211621 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip Code)
(724) 514-1800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Outstanding at | ||
| Class of Common Stock | November 5, 2003 | |
| $0.50 par value | 268,847,819 |
MYLAN LABORATORIES INC. AND SUBSIDIARIES
FORM 10-Q
For the Quarterly Period Ended
September 30, 2003
INDEX
| Page | ||||||
| Number | ||||||
PART I. FINANCIAL INFORMATION |
||||||
Item 1: Financial Statements |
||||||
Condensed
Consolidated Statements of Earnings Three and Six Months Ended September 30, 2003 and 2002 |
2 | |||||
Condensed
Consolidated Balance Sheets September 30, 2003, and March 31, 2003 |
3 | |||||
Condensed
Consolidated Statements of Cash Flows Six Months Ended September 30, 2003 and 2002 |
4 | |||||
Notes to Condensed Consolidated Financial Statements |
5 | |||||
Item 2: Managements Discussion and Analysis of Results of
Operations and Financial Condition |
12 | |||||
Item 3: Quantitative and Qualitative Disclosures About
Market Risk |
26 | |||||
Item 4: Controls and Procedures |
27 | |||||
PART II. OTHER INFORMATION |
||||||
Item 1: Legal Proceedings |
27 | |||||
Item 4: Submission of Matters to a Vote of Security Holders |
28 | |||||
Item 6: Exhibits and Reports on Form 8-K |
29 | |||||
SIGNATURES |
30 | |||||
MYLAN LABORATORIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(unaudited; in thousands, except per share amounts)
| Three Months | Six Months | |||||||||||||||||
| Period Ended September 30, | 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net revenues |
$ | 360,060 | $ | 319,539 | $ | 691,468 | $ | 595,012 | ||||||||||
Cost of sales |
152,352 | 152,807 | 306,331 | 280,678 | ||||||||||||||
Gross profit |
207,708 | 166,732 | 385,137 | 314,334 | ||||||||||||||
Operating expenses: |
||||||||||||||||||
Research & development |
23,946 | 20,169 | 48,685 | 37,012 | ||||||||||||||
Selling & marketing |
17,274 | 16,538 | 35,110 | 33,425 | ||||||||||||||
General & administrative |
32,312 | 25,030 | 61,920 | 44,251 | ||||||||||||||
Litigation settlements |
| | (21,669 | ) | | |||||||||||||
Total operating expenses |
73,532 | 61,737 | 124,046 | 114,688 | ||||||||||||||
Earnings from operations |
134,176 | 104,995 | 261,091 | 199,646 | ||||||||||||||
Other income, net |
7,428 | 1,613 | 10,533 | 3,601 | ||||||||||||||
Earnings before income taxes |
141,604 | 106,608 | 271,624 | 203,247 | ||||||||||||||
Provision for income taxes |
50,326 | 38,379 | 96,483 | 73,169 | ||||||||||||||
Net earnings |
$ | 91,278 | $ | 68,229 | $ | 175,141 | $ | 130,078 | ||||||||||
Earnings per common share: |
||||||||||||||||||
Basic |
$ | 0.34 | $ | 0.24 | $ | 0.65 | $ | 0.46 | ||||||||||
Diluted |
$ | 0.33 | $ | 0.24 | $ | 0.63 | $ | 0.46 | ||||||||||
Weighted average common shares: |
||||||||||||||||||
Basic |
268,644 | 282,064 | 269,432 | 282,727 | ||||||||||||||
Diluted |
276,424 | 285,248 | 276,276 | 285,448 | ||||||||||||||
Cash dividend declared
per common share |
$ | 0.02 | $ | 0.02 | $ | 0.04 | $ | 0.04 | ||||||||||
See Notes to Condensed Consolidated Financial Statements
2
MYLAN LABORATORIES INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited; in thousands)
| September 30, | March 31, | |||||||||||
| 2003 | 2003 | |||||||||||
Assets Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 194,145 | $ | 258,902 | ||||||||
Marketable securities |
444,207 | 427,904 | ||||||||||
Accounts receivable, net |
232,479 | 187,587 | ||||||||||
Inventories |
290,742 | 237,777 | ||||||||||
Deferred income tax benefit |
90,731 | 104,173 | ||||||||||
Other current assets |
23,039 | 11,868 | ||||||||||
Total current assets |
1,275,343 | 1,228,211 | ||||||||||
Property, plant and equipment, net |
214,396 | 178,330 | ||||||||||
Intangible assets, net |
142,667 | 150,256 | ||||||||||
Goodwill |
102,649 | 102,581 | ||||||||||
Other assets |
65,317 | 85,845 | ||||||||||
Total assets |
$ | 1,800,372 | $ | 1,745,223 | ||||||||
Liabilities and shareholders equity Liabilities Current liabilities: |
||||||||||||
Trade accounts payable |
$ | 54,493 | $ | 66,017 | ||||||||
Income taxes payable |
64,106 | 50,600 | ||||||||||
Other current liabilities |
109,037 | 149,154 | ||||||||||
Total current liabilities |
227,636 | 265,771 | ||||||||||
Long-term obligations |
20,080 | 19,943 | ||||||||||
Deferred income tax liability |
19,331 | 13,177 | ||||||||||
Total liabilities |
267,047 | 298,891 | ||||||||||
Shareholders equity |
||||||||||||
Common stock |
151,412 | 150,452 | ||||||||||
Additional paid-in capital |
317,416 | 304,350 | ||||||||||
Retained earnings |
1,494,125 | 1,330,933 | ||||||||||
Accumulated other comprehensive earnings |
6,056 | 3,718 | ||||||||||
| 1,969,009 | 1,789,453 | |||||||||||
Less: |
||||||||||||
Treasury stock at cost |
435,684 | 343,121 | ||||||||||
Total shareholders equity |
1,533,325 | 1,446,332 | ||||||||||
Total liabilities and shareholders equity |
$ | 1,800,372 | $ | 1,745,223 | ||||||||
See Notes to Condensed Consolidated Financial Statements
3
MYLAN LABORATORIES INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited; in thousands)
| Six Months Ended September 30, | 2003 | 2002 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net earnings |
$ | 175,141 | $ | 130,078 | ||||||||
Adjustments to reconcile net earnings to net cash
provided from operating activities: |
||||||||||||
Depreciation and amortization |
21,049 | 19,648 | ||||||||||
Deferred income tax expense (benefit) |
16,230 | (19,050 | ) | |||||||||
Net earnings from equity method investees |
3,427 | 6,492 | ||||||||||
Cash received from Somerset |
10,000 | | ||||||||||
Changes in estimated sales allowances |
17,377 | 50,110 | ||||||||||
Gain on sale of building |
(5,000 | ) | | |||||||||
Other non-cash items |
(2,492 | ) | (7,250 | ) | ||||||||
Gain from litigation settlements |
(21,669 | ) | | |||||||||
Receipts from litigation settlements |
12,500 | | ||||||||||
Payments of litigation settlements |
(32,630 | ) | | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(58,906 | ) | (79,849 | ) | ||||||||
Inventories |
(52,965 | ) | 1,363 | |||||||||
Trade accounts payable |
(11,524 | ) | (1,075 | ) | ||||||||
Income taxes |
15,614 | 16,215 | ||||||||||
Other operating assets and liabilities, net |
(12,469 | ) | 8,025 | |||||||||
Net cash provided from operating activities |
73,683 | 124,707 | ||||||||||
Cash flows from investing activities: |
||||||||||||
Capital expenditures |
(47,107 | ) | (13,109 | ) | ||||||||
Purchase of marketable securities |
(353,937 | ) | (385,883 | ) | ||||||||
Proceeds from sale of marketable securities |
341,594 | 384,019 | ||||||||||
Proceeds from sale of building |
12,000 | | ||||||||||
Net cash used in investing activities |
(47,450 | ) | (14,973 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Cash dividends paid |
(12,006 | ) | (10,066 | ) | ||||||||
Purchase of common stock |
(98,647 | ) | (56,042 | ) | ||||||||
Proceeds from exercise of stock options |
19,663 | 10,878 | ||||||||||
Net cash used in financing activities |
(90,990 | ) | (55,230 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents |
(64,757 | ) | 54,504 | |||||||||
Cash and cash equivalents beginning of period |
258,902 | 160,790 | ||||||||||
Cash and cash equivalents end of period |
$ | 194,145 | $ | 215,294 | ||||||||
Additional disclosures: |
||||||||||||
Cash paid for income taxes |
$ | 64,639 | $ | 52,893 | ||||||||
Non-cash financing activities: |
||||||||||||
Issuance of restricted stock |
$ | 11,740 | $ | | ||||||||
See Notes to Condensed Consolidated Financial Statements
4
MYLAN LABORATORIES INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited; in thousands, except share and per share amounts)
| 1. | General |
| In the opinion of management, the accompanying unaudited condensed consolidated financial statements (interim financial statements) of Mylan Laboratories Inc. and Subsidiaries (Mylan or the Company) were prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes or other financial information included in audited financial statements were condensed or omitted. The accompanying interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented. |
| These interim financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2003. | |
| Certain prior year amounts were reclassified to conform to the current year presentation. Such reclassifications had no impact on reported net earnings, earnings per share or shareholders equity. | |
| The interim results of operations for the three and six months ended September 30, 2003, and the interim cash flows for the six months ended September 30, 2003, are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. | |
| On January 27, 2003, the Company effected a three-for-two split of its common stock. On October 8, 2003, the Company effected another three-for-two split of its common stock. All share and per share amounts have been adjusted for all periods to reflect the stock splits. |
| 2. | Revenue Recognition and Accounts Receivable |
| Revenue is recognized for product sales upon shipment when title and risk of loss transfer to the Companys customers and when provisions for estimates, including discounts, rebates, price adjustments, returns, chargebacks and other promotional programs are reasonably determinable. Accounts receivable are presented net of allowances relating to these provisions. Such allowances were $297,435 and $283,013 as of September 30, 2003, and March 31, 2003. Other current liabilities include $36,051 and $33,096 at September 30, 2003, and March 31, 2003, for certain rebates and other adjustments that are payable to indirect customers. |
5
| 3. | Balance Sheet Components |
Selected balance sheet components consist of the following:
| September 30, | March 31, | ||||||||
| 2003 | 2003 | ||||||||
Inventories: |
|||||||||
Raw materials |
$ | 115,440 | $ | 107,731 | |||||
Work in process |
46,607 | 33,990 | |||||||
Finished goods |
128,695 | 96,056 | |||||||
| $ | 290,742 | $ | 237,777 | ||||||
Property, plant and equipment: |
|||||||||
Land and improvements |
$ | 9,089 | $ | 9,089 | |||||
Buildings and improvements |
116,425 | 108,156 | |||||||
Machinery and equipment |
209,679 | 195,300 | |||||||
Construction in progress |
43,891 | 20,346 | |||||||
| 379,084 | 332,891 | ||||||||
Less accumulated depreciation |
164,688 | 154,561 | |||||||
| $ | 214,396 | $ | 178,330 | ||||||
Other current liabilities: |
|||||||||
Accrued rebates |
$ | 36,051 | $ | 33,096 | |||||
Payroll and employee benefit plan accruals |
30,869 | 18,371 | |||||||
Royalties and product license fees |
18,195 | 34,465 | |||||||
Cash dividends payable |
5,974 | 6,031 | |||||||
Current portion of long-term obligations |
1,586 | 1,586 | |||||||
Litigation settlements |
| 32,630 | |||||||
Other |
16,362 | 22,975 | |||||||
| $ | 109,037 | $ | 149,154 | ||||||
| 4. | Earnings per Common Share |
| Basic earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period adjusted for the dilutive effect of stock options and restricted stock outstanding. The effect of dilutive stock options on the weighted average number of common shares outstanding was 7,780,000 and 3,184,000 for the three months ended September 30, 2003 and 2002 and 6,844,000 and 2,721,000 for the six months ended September 30, 2003 and 2002. |
| Options to purchase 7,500 shares of common stock were outstanding as of September 30, 2003 but were not included in the computation of diluted earnings per share for the three months then ended because to do so would have been antidilutive. 472,500 shares of restricted stock which were antidilutive were also excluded from the computation of diluted earnings per share for the three and six months ended September 30, 2003. |
6
| 5. | Intangible Assets |
Intangible assets consist of the following components:
| Weighted | ||||||||||||||||||