8-K

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 the earliest event reported): November 6, 2003

ICN Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11397	33-0628076
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

3300 Hyland Avenue
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)

(714) 545-0100
(Registrant’s telephone
number, including area code)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 7. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 6, 2003

Item 12. Results of Operations and Financial Condition.

On November 6, 2003, ICN Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the financial results of its third fiscal quarter ended September 30, 2003. A copy is attached to this report as Exhibit 99.1.

On November 6, 2003, the Company held a conference call to discuss the financial results of its third fiscal quarter ended September 30, 2003. During such conference call, the Company disclosed the capital expenditures and interest expenses incurred for the three months and the nine months ended September 30, 2003 and 2002, as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2003		2002		2003		2002
Capital expenditures	$	2,859	$	3,706	$	9,241	$	13,595
Interest expense		7,871		9,189		23,892		34,381

     The information in this Current Report on Form 8-K, including the exhibits, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report.

SIGNATURE

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

Date: November 7, 2003		ICN PHARMACEUTICALS, INC.
	By:	/s/ Robert W. O’Leary
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 6, 2003

EX-99.1 3 a94358exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

ICN Pharmaceuticals, Inc.	International Headquarters	Telephone: (714) 545-0100
	ICN Plaza	FAX: (714) 641-7215
	3300 Hyland Avenue	Telex: 67-0413
	Costa Mesa, California 92626

Contact:
Jeff Misakian, Investor Relations
714-545-0100 x3309

ICN PHARMACEUTICALS REPORTS
THIRD QUARTER 2003 RESULTS

— Specialty Pharmaceuticals Sales Up 21 Percent —

— Ribapharm Acquisition Write-off of $117.6 Million Results in Loss for Quarter —

     COSTA MESA, CA, November 6, 2003 - ICN Pharmaceuticals, Inc. (NYSE: ICN) today reported third quarter 2003 revenues of $167.5 million, compared with $171.7 million in the same period last year. Specialty pharmaceutical product sales were $131.3 million in the 2003 third quarter, a 21 percent increase over the $108.3 million in product sales in the same period last year. The company reported a net loss for the 2003 third quarter of $82.4 million, or $0.99 per diluted share, compared with a loss of $74.9 million, or $0.90 per diluted share, in the year-ago period.

     The loss from continuing operations in the 2003 third quarter was $98.5 million, or $1.18 per diluted share, primarily due to a $117.6 million write-off of the purchase price attributable to in-process research and development related to the Ribapharm acquisition in the quarter. For the 2002 third quarter, income from continuing operations was $15.7 million, or $0.19 per diluted share.

     Excluding the effect of the write-off of the purchase price associated with the acquired in-process research and development, ICN reported net income from continuing operations in the 2003 third quarter of $19.1 million, or $0.23 per diluted share. In the 2002 third quarter, income from continuing operations, excluding non-recurring items, was $19.8 million, or $0.24 per diluted share. Results from continuing operations in the 2003 third quarter compared with the same period last year primarily reflect the increase in specialty pharmaceutical product sales, an improving gross margin and an overall decline in expenses, offset by a $27.2 million reduction in royalty revenues from sales of ribavirin.

     “The specialty pharmaceutical business continued to perform well in the quarter, with increasing sales and strengthened operating income,” commented Robert W. O’Leary, ICN’s Chairman and Chief Executive Officer. “We saw improvement in nearly all regions, particularly in the North American market. The decline in royalty revenues was not surprising, given Schering-Plough’s recent earnings announcement and the dynamics in the marketplace. We successfully reacquired the minority interest in Ribapharm and are operating as one, fully integrated business with a vibrant research and development activity and more than $300 million in cash. Our people continued to drive product sales in the quarter, while maintaining strict control over costs.”

     ICN reported a net gain from discontinued operations in the third quarter of 2003 of $16.1 million, or $0.19 per diluted share, which primarily reflects an after-tax gain on the sale of its former Dosimetry business of $23 million. ICN reported a net loss from discontinued operations in the 2002 third quarter of $90.6 million, or $1.09 per diluted share, primarily due to write-offs of the discontinued businesses of $75.3 million.

     Specialty pharmaceutical product sales increased in nearly all regions. North American product sales increased 75 percent in the third quarter to $29.4 million, compared with the same period last year. The strength in North America was due to increased sales from the region’s core dermatology franchise and the resolution of last year’s wholesale inventory reduction measures.

     European product sales were up 23 percent in the third quarter to $54.5 million, driven by a general increase in product sales and the impact of foreign currency translation. Latin American sales increased nine percent in the quarter to $34.7 million. Sales in the AAA region declined 17 percent in the third quarter to $12.6 million, primarily due to a decrease in sales of Reptilase resulting from import license renewal issues.

     Specialty pharmaceutical product sales in the 2003 third quarter were favorably impacted by foreign currency adjustments of $5.2 million, compared with the same period last year.

     Ribavirin is marketed by Schering-Plough and F. Hoffmann-La Roche under the brand names, Rebetol^® and Copegus™, respectively. Royalty revenue from sales of ribavirin of $36.2 million declined 43 percent in the 2003 third quarter compared with the same period last year. The decline in royalty revenue reflected lower net sales of Rebetol reported by Schering-Plough.

     The company’s gross margin improved in the 2003 third quarter to 68 percent, compared with 63 percent in the same period last year. The margin improvement was driven by an increase in sales of higher-margin products, as well as an increase in sales from North America.

     Selling expenses in the 2003 third quarter were up one percent, compared with the same period last year, while general and administrative expenses declined 17 percent in the third quarter. Included in general and administrative expenses in the quarter was approximately $4.5 million in legal and consulting costs incurred by Ribapharm that were related to its acquisition by ICN. Research and development expenses were 20 percent lower in the third quarter, due to the timing of costs associated with the development of Viramidine™ and Hepavir B™.

2

     As previously reported, ICN completed its acquisition of the minority interest in Ribapharm on August 25, 2003 at an aggregate purchase price of $207.4 million. Minority interest in Ribapharm was recorded through the acquisition date. As a result of the transaction, the company charged $117.6 million of in-process research and development to expense in the third quarter. The majority of the remaining purchase price was recorded as an intangible asset totaling $67.4 million. The intangible asset is being amortized over the projected life of the underlying royalty stream of approximately five years on an accelerated basis.

About ICN

     ICN is an innovative, research-based global specialty pharmaceutical company that discovers, develops, manufactures, and markets a broad range of prescription and non-prescription pharmaceuticals. Its research and development focuses on innovative treatments for dermatology, infectious disease, specialty neurology and cancer.

FORWARD-LOOKING STATEMENTS

     This press release contains forward looking statements that involve risks and uncertainties, including, but not limited to, projections of future sales, royalty income, operating income, returns on invested assets, regulatory approval processes, competition from generic products, marketplace acceptance of the company’s products, success of the company’s strategic repositioning initiatives and the ability of management to execute them, cost-cutting measures, success of the company’s strategic plan and the ability to achieve financial targets and cost reduction goals, and other risks detailed from time to time in ICN’s SEC filings. These statements are based on management’s current expectations and involve risks and uncertainties which include, ICN’s ability to successfully re-integrate Ribapharm into its operations, retain key employees, reduce costs, general economic factors and business and capital market conditions, general industry trends and changes in tax law requirements and government regulation. ICN wishes to caution the reader that these factors, as well as other factors described in ICN’s SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward looking statements.

###

Financial Tables to Follow

3

ICN Pharmaceuticals, Inc.
Consolidated Condensed Statement of Income	Table 1
for the three and nine months ended September 30, 2003 and 2002

		Three Months Ended									Nine Months Ended
		September 30,									September 30,
In thousands, except per share data		2003			2002			% Change			2003			2002			% Change
Product sales		$	131,290		$	108,284			21	%	$	372,956		$	351,100			6	%
Royalties			36,217			63,367			-43	%		136,755			186,368			-27	%
	Total revenues		167,507			171,651			-2	%		509,711			537,468			-5	%
Cost of goods sold			42,128			39,769			6	%		131,295			113,360			16	%
Selling expenses			40,478			40,140			1	%		121,146			119,120			2	%
General and administrative expenses			25,512			30,563			-17	%		80,797			88,154			-8	%
Research and development costs			10,752			13,479			-20	%		29,701			35,526			-16	%
Acquired in-process research and development (1)			117,609			—			—			117,609			—			—
Non-recurring and other unusual items (2)			—			23,920			—			—			204,958			—
Amortization expense			10,453			7,930			32	%		27,371			23,960			14	%
			246,932			155,801			58	%		507,919			585,078			-13	%
	Income (loss) from operations		(79,425	)		15,850			—			1,792			(47,610	)		—
Interest, net			(6,918	)		(7,731	)					(20,826	)		(29,947	)
Other income, net including translation and exchange			2,208			20,779						496			244,399
Income (loss) from continuing operations before provision for income taxes and minority interest			(84,135	)		28,898						(18,538	)		166,842
Provision for income taxes			12,720			7,498						37,647			58,811
Minority interest			1,656			5,702						11,667			10,670
	Income (loss) from continuing operations		(98,511	)		15,698						(67,852	)		97,361
Income (loss) from discontinued operations, net			16,110			(90,633	)					13,992			(109,742	)
Cumulative effect of change in accounting principle			—			—						—			(21,791	)
	Net loss	$	(82,401	)	$	(74,935	)				$	(53,860	)	$	(34,172	)
Basic earnings per common share
	Income (loss) from continued operations	$	(1.18	)	$	0.19					$	(0.81	)	$	1.17
	Discontinued operations, net		0.19			(1.09	)					0.17			(1.32	)
	Cumulative effect of change in accounting principle		—			—						—			(0.26	)
	Net loss	$	(0.99	)	$	(0.90	)				$	(0.64	)	$	(0.41	)
	Shares used in per share computation		83,067			83,392						83,759			83,053
Diluted earnings per common share
	Income (loss) from continued operations	$	(1.18	)	$	0.19					$	(0.81	)	$	1.15
	Discontinued operations, net		0.19			(1.09	)					0.17			(1.11	)
	Cumulative effect of change in accounting principle		—			—						—			(0.22	)
	Net loss	$	(0.99	)	$	(0.90	)				$	(0.64	)	$	(0.18	)
	Shares used in per share computation		83,067			83,484						83,759			99,023

(1)	Expense associated with the write-off of acquired in-process research and development (“IPR&D”) related to the Ribapharm tender offer.
(2)	See Table 2

4

ICN Pharmaceuticals, Inc.
Reconciliation of earnings per share calculation excluding IPR&D and non-recurring items	Table 2
for the three and nine months ended September 30, 2003 and 2002

			Three Months Ended						Nine Months Ended
			September 30,			September 30,			September 30,			September 30,
In thousands, except per share data			2003			2002			2003			2002
		Income from continuing operations	$	(98,511	)	$	15,698		$	(67,852	)	$	97,361
Excludes:
IPR&D				117,609						117,609
Non-recurring and other unusual items (1)				—			23,920			—			204,958
(Gain) loss on sale of subsidiary stock				—			1,012			—			(261,937	)
(Gain) loss on early extinguishment of debt				—			(17,538	)		—			25,730
Tax effect on the non-recurring charges and gain				—			(3,310	)		—			11,354
	Net income from continuing operations before IPR&D and non-recurring items		$	19,098		$	19,782		$	49,757		$	77,466
	Diluted EPS from continuing operations before IPR&D and non-recurring items		$	0.23		$	0.24		$	0.59		$	0.92
Shares used in per share calculation (2)				84,664			83,484			84,442			83,891
(1) Includes the following charges:
Severance costs						$	18,708					$	30,708
Stock compensation costs related to ICN’s employee stock compensation plan							—						61,400
Executive and director bonuses paid in connection with the Ribapharm IPO							—						47,839
Transaction fees related to Ribapharm							—						13,000
Incentive compensation costs related to the change of control							—						12,022
Costs incurred in ICN’s proxy contest							—						7,382
Environmental remediation and related expenses							5,212						5,212
Writedown of certain assets							—						9,100
International IPO write-off							—						18,295
Non-recurring items included in income (loss) from operations (3)						$	23,920					$	204,958
(Gain) loss on sale of subsidiary stock						$	1,012					$	(261,937	)
(Gain) loss on early extinguishment of debt (4)							(17,538	)					25,730
Non-recurring items included in other income, net including translation and exchange						$	(16,526	)				$	(236,207	)

(2)	The shares used in the diluted EPS from continuing operations before IPR&D and non-recurring items excludes the anti-dilutive effect of convertible subordinated notes.
(3)	The Company has reclassified $80,657 and $83,643, respectively, of non-recurring items that were previously reported in continuing operations to discontinued operations for the three and nine months ended September 30, 2002 to conform with discontinued operations presentation.
(4)	The Company adopted Statement of Financial Accounting Standards No. 145 (“SFAS No. 145”) in the fourth quarter of 2002, SFAS No. 145 eliminates the exception to record gains and losses related to extinguishment of debt as an extraordinary item.

5

ICN Pharmaceuticals, Inc.
Consolidated Condensed Statement of Revenue and Operating Income	Table 3
for the three and nine months ended September 30, 2003 and 2002

		Three Months Ended									Nine Months Ended
		September 30,									September 30,
(in thousands)		2003			2002			% Change			2003			2002			% Change
Revenues
North America		$	29,403		$	16,757			75	%	$	70,837		$	78,151			-9	%
Latin America			34,746			31,985			9	%		94,802			94,019			1	%
Europe			54,512			44,334			23	%		169,396			138,632			22	%
AAA			12,629			15,208			-17	%		37,921			40,298			-6	%
	Total pharmaceuticals		131,290			108,284			21	%		372,956			351,100			6	%
Royalty revenues			36,217			63,367			-43	%		136,755			186,368			-27	%
Consolidated revenues		$	167,507		$	171,651			-2	%	$	509,711		$	537,468			-5	%
Cost of goods sold		$	42,128		$	39,769			6	%	$	131,295		$	113,360			16	%
Gross profit margin on product sales			68	%		63	%					65	%		68	%
Operating Income (Loss)
North America		$	12,851		$	(1,012	)		—		$	18,897		$	22,612			-16	%
Latin America			11,840			11,191			6	%		30,219			32,442			-7	%
Europe			8,384			357			—			24,821			12,380			100	%
AAA			1,819			(2,294	)		—			3,407			89			—
	Total pharmaceuticals		34,894			8,242			—			77,344			67,523			15	%
R&D Division (1)			(101,279	)		46,926			—			(30,470	)		145,628			—
Consolidated segment operating income			(66,385	)		55,168			—			46,874			213,151			-78	%
Corporate expenses			(13,040	)		(39,318	)		-67	%		(45,082	)		(260,761	)		-83	%
Total consolidated operating income (loss)		$	(79,425	)	$	15,850					$	1,792		$	(47,610	)

Reconciliation of consolidated operating income to earnings before interest, taxes, depreciation and amortization (“EBITDA”)

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2003			2002		% Change			2003		2002			% Change
Consolidated operating income (GAAP)	$	(79,425	)	$	15,850		—		$	1,792	$	(47,610	)		—
Depreciation and amortization		16,772			14,155		18	%		45,827		42,637			7	%
EBITDA (non-GAAP) (2)		(62,653	)		30,005		—			47,619		(4,973	)		—
IPR&D and non-recurring items		117,609			23,920		—			117,609		204,958			—
EBITDA (non-GAAP) excluding IPR&D and non-recurring items (2)	$	54,956		$	53,925		2	%	$	165,228	$	199,985			-17	%

(1)	Includes a charge for in-process R&D of $117,609
(2)	ICN believes that EBITDA is a meaningful non-GAAP financial measure as an earnings derived indicator that approximates cashflow. EBITDA as defined and presented by the Company may not be comparable to similar measures reported by other companies.

6

ICN Pharmaceuticals, Inc
Consolidated Condensed Statement of Gross Profit on Product Sales	Table 4
for the three and nine months ended September 30, 2003 and 2002

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(in thousands)		2003		2002		2003		2002
North America		$	24,114	$	12,402	$	54,419	$	64,587
Latin America			24,983		24,241		68,228		69,465
Europe			32,379		25,469		98,835		84,132
AAA			7,685		6,403		20,178		19,556
	Total pharmaceuticals	$	89,161	$	68,515	$	241,660	$	237,740

7

ICN Pharmaceuticals, Inc.
Consolidated Balance Sheet Data	Table 5
as of September 30, 2003 and December 31, 2002

	September 30,		December 31,
(in thousands)	2003		2002
Cash	$	301,028	$	245,184
Accounts receivable, net		156,361		215,776
Inventory, net		91,812		88,862
Net assets of discontinued operations		7,956		153,762
Long-term debt		478,873		482,256
Total equity		644,081		703,690

8

ICN Pharmaceuticals, Inc.	Table 6
Supplemental Non-GAAP Information

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in thousands)	2003			2002		2003			2002
Product sales	$	131,290		$	108,284	$	372,956		$	351,100
Currency effect		(5,196	)				(16,154	)
Product sales, excluding currency impact	$	126,094				$	356,802
North America pharmaceuticals	$	29,403		$	16,757	$	70,837		$	78,151
Currency effect		(695	)				(1,852	)
North America pharmaceuticals, excluding currency impact	$	28,708				$	68,985
Latin America pharmaceuticals	$	34,746		$	31,985	$	94,802		$	94,019
Currency effect		1,381					9,403
Latin America pharmaceuticals, excluding currency impact	$	36,127				$	104,205
Europe pharmaceuticals	$	54,512		$	44,334	$	169,396		$	138,632
Currency effect		(4,815	)				(20,870	)
Europe pharmaceuticals, excluding currency impact	$	49,697				$	148,526
AAA pharmaceuticals	$	12,629		$	15,208	$	37,921		$	40,298
Currency effect		(1,067	)				(2,835	)
AAA pharmaceuticals, excluding currency impact	$	11,562				$	35,086
Operating income (loss)	$	(79,425	)	$	15,850	$	1,792		$	(47,610	)
Currency effect		(1,029	)				(2,630	)
Operating income excluding currency impact	$	(80,454	)			$	(838	)

Note: Currency effect is determined by comparing adjusted 2003 reported amounts, calculated using 2002 monthly average exchange rates, to the actual 2002 reported amounts. Constant currency sales is not a GAAP defined measure of revenue growth. Constant currency sales as defined and presented by the Company may not be comparable to similar measures reported by other companies.

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EX-99.1

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