Attached files
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| EX-99.1 - Q4 OBAGI MEDICAL PRODUCTS PRESS RELEASE - Obagi Medical Products, Inc. | pressrelease2009q4.htm |
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): March 11,
2010
Obagi Medical
Products, Inc.
(Exact
name of registrant as specified in its charter)
001-33204
(Commission
File Number)
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Delaware
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22-3904668
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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3760
Kilroy Airport Way, Suite 500, Long Beach, CA 90806
(Address
of principal executive offices, with zip code)
(562)
628-1007
(Registrant’s
telephone number, including area code)
(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 (see General
Instruction A.2. below):
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o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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The
information furnished in this Current Report and in Exhibit 99.1 hereto
shall not be deemed to be “filed” for the 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 and in
Exhibit 99.1 hereto shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended, regardless of any general incorporation language contained in such
filing, except as shall be expressly set forth by specific reference in such
filing.
On March
11, 2010, Obagi Medical Products, Inc. (the “Company”) issued a press
release announcing financial results for the three months and year ended
December 31, 2009. A copy of the press release is attached hereto as
Exhibit 99.1, which is incorporated herein by reference.
The press
release contains non-GAAP financial information. Management believes that the
presentation of non-GAAP net income, non-GAAP taxes and non-GAAP net income per
basic and diluted share provides important supplemental information to
management and investors about financial and business trends relating to the
Company’s financial condition and results of operations. Management believes
that the use of these non-GAAP financial measures provides a better measure of
comparability with the Company’s prior financial reports.
Management
has used these non-GAAP measures when evaluating operating performance because
it believes that the inclusion or exclusion of the items described below
provides an additional measure of the Company’s core operating results and
facilitates comparisons of its core operating performance against prior periods
and its business model objectives. The Company has chosen to provide this
information to investors to enable them to perform additional analyses of past,
present and future operating performance and as a supplemental means to evaluate
its ongoing core operations. Externally, the Company believes that these
non-GAAP measures continue to be useful to investors in their assessment of its
operating performance and their valuation of the Company. Internally, these
non-GAAP measures are significant measures used by management for purposes
of:
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§
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Evaluating
the core operating performance of the
Company;
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§
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Establishing
internal budgets;
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§
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Comparing
performance with internal forecasts and targeted business
models;
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§
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Strategic
planning; and
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§
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Benchmarking
performance externally against
competitors.
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Non-GAAP
financial measures:
Non-GAAP
net income and non-GAAP taxes are important to the Company for the reasons noted
above and exclude the following items:
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§
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Exit of pharmacy
channel. This item represents charges and reserves
recorded by the Company that relate to its exit of the pharmacy channel,
as previously announced on April 13, 2009. The charges include the
write-off of nonrefundable contractual deposits, primarily
relating to the Company’s contract sales force that was dedicated to
selling SoluCLENZ, obsolete selling materials and the termination of
certain contractual obligations related to SoluCLENZ. Management
excludes these charges from internal operating models as the Company (i)
operated within the pharmacy channel for only eight (8) months and (ii) is
no longer operating within the pharmacy channel and it is,
therefore, not considered normal to the Company’s core
operations. Excluding these costs provides investors with a
basis to compare the Company’s current performance against historical
results.
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1
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§
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Non-GAAP income tax
benefit. This item represents the additional amount of tax benefit
that the Company would accrue if it used non-GAAP results instead of GAAP
results in the calculation of its tax liability. Taken together
with the item outlined above, it provides investors with a more
consistent means of comparing the Company’s
performance.
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Non-GAAP
net income per basic and diluted share:
The
numerator used in the calculation of non-GAAP net income per basic and diluted
share is non-GAAP net income computed as described above. In the denominator,
the Company uses the GAAP basic and diluted shares.
Some of
the limitations of relying on non-GAAP financial measures include:
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§
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Exit of pharmacy
channel. This item includes charges and reserves
recorded by the Company that relate to the exit and winding down of the
pharmacy channel. However, investors may view a decision such as exiting
the pharmacy channel reflective of risks inherent in the nature of the
Company’s business, particularly as it makes future strategic decisions
regarding its business, and therefore may view it as relevant in analyzing
the Company’s historical and future
results.
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§
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Non-GAAP income tax
benefit. This item represents the additional amount of tax benefit
that the Company would accrue if it used non-GAAP results instead of GAAP
results in the calculation of its tax liability. The inherent limitation
in this calculation is that it does not include the effect of all the
items excluded from the non-GAAP financial
statements.
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All
non-GAAP financial measures should be considered supplemental to, and not as a
substitute for, or superior to, financial measures calculated in accordance with
generally accepted accounting principles in the United States of America
(“GAAP”). As a result, these non-GAAP financial measures should be read in
conjunction with the comparable information presented in accordance with GAAP in
the Company’s reports filed pursuant to the Securities Exchange Act of 1934, as
amended.
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(d)
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Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release of Obagi Medical Products, Inc. dated March 11,
2010
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2
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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OBAGI
MEDICAL PRODUCTS, INC.
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Date:
March 11, 2010
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By:
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/s/ PRESTON S. ROMM | |
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Preston
S. Romm
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Chief
Financial Officer
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