-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RoeXgIhQxbyzBnwZVggiaELkCJerrZcIqUGMKGmxTlUCsLsJLSMnGAgVXy+ycRNb WM6oGATSvA49PvYLg7r3mw== 0001169232-06-002665.txt : 20060606 0001169232-06-002665.hdr.sgml : 20060606 20060606151933 ACCESSION NUMBER: 0001169232-06-002665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060606 DATE AS OF CHANGE: 20060606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARACO PHARMACEUTICAL LABORATORIES LTD CENTRAL INDEX KEY: 0000887708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382505723 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31773 FILM NUMBER: 06889102 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DR CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 8-K 1 d68335_8k.htm CURRENT REPORT

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

 

June 1, 2006

(Date of report)

 

CARACO PHARMACEUTICAL LABORATORIES, LTD.

(Exact name of registrant as specified in its charter)

 

 

Michigan

 

0-24676

 

38-2505723

(State or other jurisdiction
of incorporation)

 

(Commission file number)

 

(I.R.S. employer
identification no.)

 

 

1150 Elijah McCoy Drive, Detroit, Michigan 48202

(Address of principal executive offices)

 

(313) 871-8400

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

o 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

 

o 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 2.02. Results of Operations and Financial Condition

 

On June 5, 2006, registrant announced its results of operations for the year and fourth quarter ended March 31, 2006, as set forth in the press release included as Exhibit 99.1 hereto, which is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities

 

As of June 1, 2006, registrant issued 544,000 shares of Series B Preferred Stock to Sun Pharma Global, Inc. (“Sun Global”) for the transfer of one product pursuant to registrant’s products agreement with Sun Global dated November 21, 2002.

 

The Series B Preferred Stock is convertible into common stock on a one-for one basis after three years from the date of issuance or following a person (other than Sun Pharmaceutical Industries Limited and its affiliates) acquiring control of registrant.

 

The Series B Preferred Stock and the underlying common stock were issued pursuant to exemptions from registration under Section 4(2) under the Securities Act of 1933.

 

Item 9.01. Financial Statements and Exhibits

 

c)

Exhibits.

 

Exhibit No.

Description

 

99.1      Press Release of Caraco Pharmaceutical Laboratories, Ltd., dated June 5, 2006 announcing its results of operations for the year and fourth quarter ended March 31, 2006.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CARACO PHARMACEUTICAL LABORATORIES, LTD.

 

Date:

June 6, 2006

By:

/s/ Daniel H. Movens

 

 

 

 Daniel H. Movens
 Chief Executive Officer

 

 

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Exhibit Index

 

 

  99.1   Press Release of Caraco Pharmaceutical Laboratories, Ltd., dated June 5, 2006, announcing its results of operations for the year and fourth quarter ended March 31, 2006.

 

3

 

 

 

EX-99.1 2 d68335_ex99-1.htm PRESS RELEASE

Contacts:

 

Caraco Pharmaceutical – Daniel Movens or Jitendra Doshi – P: (313) 871-8400

Marcotte Financial Relations - Mike Marcotte - P: (248) 656-3873

 

Caraco Pharmaceutical Laboratories Reports Record Sales for Fourth Quarter and Full Year 2006

DETROIT, June 5, 2006 — Caraco Pharmaceutical Laboratories, Ltd. (Amex: CPD) posted record net sales for Fiscal 2006, ended March 31, 2006, of $82.8 million as compared to $64.1 million for the corresponding period of 2005, representing over 29% growth. Sales for Q4 of Fiscal 2006 ending March 31, 2006 were $24.7 million as compared to $17.3 million over the corresponding period of 2005, representing sales growth of almost 43%.

Daniel H. Movens, Caraco’s Chief Executive Officer, said “the record increase in sales was primarily due to our team’s continued execution of our plan, improved production and sales of our generic equivalent of Ultracet® that was launched in the latter part of the third quarter of Fiscal 2006.”

Q4 and Fiscal 2006 (Full Year) results

During the fourth quarter and Fiscal 2006, net sales rose to a record $24.7 million or 43% and $82.8 million or 29%, over respective sales of $17.3 million and $64.1 million for the corresponding periods of 2005. Gross profit during the relevant periods improved to $12.7 million and $40.9 million, as compared to $9.5 million and $37.2 million for the corresponding periods of 2005. The improvements in gross profit of 34% and 10%, respectively, for the Q4 and the Fiscal 2006 were primarily due to increased sales, an improved balance in the mix of customers or class of trade and product selection being sold, offset in part by price erosion.

“The significant growth in the fourth quarter was primarily due to gaining market share on our launch of Tramadol with acetaminophen, our generic version of Ultracet®. Although we were the third manufacturer to enter the market, we gained significant market share. Two other products that were launched late in the period also contributed”, Mr. Movens added

SG&A expenses were $2.5 and $8.2 million for Q4 and Fiscal 2006, respectively, compared to $1.9 million and $5.9 million for the corresponding periods of 2005. The percentage of SG&A dropped in Q4 2006 to 10.1% of sales, from 11% in the corresponding period of 2005. The

 

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Fiscal 2006 SG&A percentage marginally increased to 9.9% from 9.2% of sales in the corresponding period of 2005.

Total R&D expenses were $16.9 million and $43.5 million for Q4 and Fiscal 2006, as compared to $11.9 million and $33.4 million, respectively, for the corresponding periods of 2005.The significant increase in R&D is primarily due to costs associated with our technology transfer agreement with Sun Global and increased development activities. The agreement generally provides for a technology transfer by Sun of 25 products in exchange for 544,000 shares of Series B preferred stock per product that passes its biostudies. Caraco then prepares the product for filing with the FDA for approval. Since our year end, one more product has passed biostudies and there are only 4 products remaining to be transferred and pass biostudies as part of this product agreement.

The result was a net loss of $6.5 million ($0.25 loss per diluted share) and $10.4 million ($0.39 loss per diluted share) for Q4 and Fiscal 2006, respectively, as compared to a net loss of $4.3 million, ($0.16 loss per diluted share), and a net loss of $2.3 million, ($0.09 loss per diluted share), for the corresponding periods of 2005. The increase in net loss for Q4 of Fiscal 2006 was primarily due to an increase in total R&D expense, as compared to the corresponding periods of 2005.

“Our current operating cash position continues to allow us to be free of debt. We have entered into a short-term line of credit from JP Morgan Chase Bank, N.A. which may be used for our future expansion needs and to augment our working capital. Our working capital position has consistently improved, up from $18.8 million at March 31, 2005 to $41.4 million at the end of March 31, 2006. We now have a shareholders’ equity of $56.4 million as compared to $31.7 million at the end of March 2005.”

Mr. Movens added, “We continue to look at expansion opportunities to support our growth expectations, both near and long term. We believe we currently have the capacity to support our growth for the next two years and are taking measures to increase our capacity into the foreseeable future. We continue to invest in additional personnel to fortify our staff and provide for succession planning. Every functional area of our company has added key personnel, which is expected to improve our performance and assist in obtaining or surpassing our goals. We have added additional equipment and systems to improve throughput, streamline our operation and maintain or improve quality. We continue to improve our service levels in every aspect that touches our customer.”

 

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“Our sequential quarterly sales growth rate in Q4 over Q3 of 19.3% was on the high end of growth for a quarter over quarterly period and is not indicative of any future quarter over quarter growth. Regardless, we expect that our sales trend for Fiscal 2006, in its entirety, should continue during Fiscal 2007. Pricing pressures increased in 2006, due in part to increased competition and customer mergers and acquisitions. Continued price erosion could result in lower growth rates and gross margins for Fiscal 2007. We have and will continue to work diligently to counter the pricing pressures through increased sales volumes, expansion of our customer base, improved productivity and maintaining control of operational overheads and increase cost reductions,” Mr. Movens added.

“Ten ANDAs were filed during Fiscal 2006 and we received approvals for three ANDAs in the latter part of the fiscal year, resulting in a total of 14 ANDAs pending approval by the FDA. We also received tentative approval for two more ANDAs in 2006. We will continue to move aggressively forward with our product-development plan and increase the amount of products we file in Fiscal 2007. While the development of new products will increase, we do not anticipate higher costs associated with that increase of product development. We will utilize our internal resources to improve output while controlling overall costs of our development plan. Our non-cash costs associated with product development are expected to be less while our cash costs related to product development will increase.”

“We believe that long term; we will have the cash available to meet increasing working capital requirements and will have the ability to finance capital investments that are needed to drive our future results. This in turn will strengthen our balance sheet and build value for our shareholders.”

More detailed information will be available in Caraco’s annual report on Form 10-K for fiscal year ended March 31, 2006 to be filed with the SEC.

Detroit-based Caraco Pharmaceutical Laboratories, Ltd., develops, manufactures, markets and distributes generic and private-label pharmaceuticals to the nation’s largest wholesalers, distributors, drugstore chains and managed care providers.

Safe Harbor: This news release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking

 

6

 


statements. These risks and uncertainties are contained in the Corporation’s filings with the Securities and Exchange Commission and by competitors of new or superior products or cheaper products or new technology for the production of products, the entry into the market of new competitors, market and include: information is of a preliminary nature and may be subject to adjustment, not obtaining or delays in obtaining FDA approval for new products, governmental restrictions on the sale of certain products, dependence on key personnel, development customer acceptance and demand for new pharmaceutical products, availability of raw materials, timing and success of product development and launches, integrity and reliability of the Corporation’s data, lack of success of attaining full compliance with regard to regulatory and cGMP compliance, experiencing difficulty in managing our recent rapid growth and anticipated future growth, dependence on limited customer base, occasional credits to certain customers reflecting price reductions on products previously sold to them and still available as shelf- stock, possibility of an incorrect estimate of charge-backs and the impact of such an incorrect estimate on net sales, gross profit and net income, dependence on few products generating majority of sales, product liability claims for which the Company may be inadequately insured, subjectivity in judgment of management in applying certain significant accounting policies derived based on historical experience, terms of contracts, our observations of trends of industry, information received from our customers and other sources, to estimate revenues, accounts receivable allowances including chargebacks, rebates, income taxes, values of assets and inventories, litigation involving claims of patent infringement, litigation involving claims for royalties relating to a prior contract for one product and other risks identified in this report and identified from time to time in our reports and registration statements filed with the Securities and Exchange Commission. These forward-looking statements represent our judgment as of the date of this report. We disclaim, however, any intent or obligation to update our forward-looking statements.

Financial Statements follow

 

 

7

 


CARACO PHARMACEUTICAL LABORATORIES, LTD.

 

STATEMENTS OF OPERATIONS

 

 

YEAR ENDED

THREE MONTHS ENDED

 

MARCH 31,

MARCH 31,

 

2006

2005

2006

2005

 

$

$

$

$

Net sales

82,788,918

64,115,721

24,701,008

17,336,500

Cost of Goods Sold

41,782,834

26,930,293

12,010,977

7,879,426

Gross Profit

40,916,084

37,185,428

12,690,031

9,457,074

 

 

 

 

 

Selling, general & administrative expenses

8,182,718

5,873,880

2,481,487

1,879,480

R&D cost to affiliate – non-cash

35,055,360

26,768,880

14,008,000

10,200,000

R&D cost other

8,437,338

6,639,868

2,924,784

1,719,865

 

 

 

 

 

Operating loss

(10,759,332)

(2,097,200)

(6,724,240)

(4,342,271)

 

 

 

 

 

Other income (expense)

 

 

 

 

Interest income

233,385

54,686

125,255

16,385

Interest expense

(3,740)

(225,788)

(3,740)

-

Other income (expense)

106,375

(9,859)

63,740

4,172

 

 

 

 

 

Other income (expense) - net

336,020

(180,961)

185,255

20,557

 

 

 

 

 

Net loss

(10,423,312)

(2,278,161)

(6,538,985)

(4,321,714)

 

 

 

 

 

Net loss per basic common share

(0.39)

(0.09)

(0.25)

(0.16)

Net loss per basic and diluted common share

(0.39)

(0.09)

(0.25)

(0.16)

 

 

 

 

 

Weighted Number of:

 

 

 

 

Basic common share

26,392,054

26,348,347

26,392,054

26,348,347

Basic and diluted common shares

26,392,054

26,348,347

26,392,054

26,348,347

 

 

 

8

 

 

 

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