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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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): July 25, 2001
The Medicines Company
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-31191 04-3324394
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Numbers) Identification No.)
One Cambridge Center
Cambridge, MA 02142
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 225-9099
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The Medicines Company (the "Company") is hereby filing this Current Report
on Form 8-K in connection with the Company's announcement on July 25, 2001 of
its financial results for the quarter and six month periods ended June 30, 2001.
In its announcement, the Company noted the following financial highlights:
- Revenues of $2.0 million for the three months ended June 30, 2001 and
$3.9 million for the six months ended June 30, 2001.
- Net loss attributable to common stockholders of $16.0 million, or
$0.49 per share, for the three months ended June 30, 2001, compared to
a pro forma net loss attributable to common stockholders of $8.4
million, or $0.38 per share, for the three months ended June 30, 2000.
For the six months ended June 30, 2001, the Company had a net loss
attributable to common stockholders of $35.1 million, or $1.12 per
share, compared to a pro forma net loss attributable to common
stockholders of $20.2 million, or $0.96 per share, for the six months
ended June 30, 2000. The pro forma adjustments, which impact the
results for the three and six months ended June 30, 2000, reflect the
conversion of preferred stock, accrued dividends, convertible notes
and accrued interest in 2000 and exclude interest expenses of $11.9
million and $19.4 million for the three and six months ended June 30,
2000, which are predominantly non-cash.
- Net loss attributable to common stockholders of $16.0 million, or
$0.49 per share, for the three months ended June 30, 2001, compared to
a net loss attributable to common stockholders of $47.6 million, or
$68.65 per share, for the three months ended June 30, 2000. For the
six months ended June 30, 2001, the Company had a net loss
attributable to common stockholders of $35.1 million, or $1.12 per
share, compared to a net loss attributable to common stockholders of
$68.4 million, or $106.56 per share, for the six months ended June 30,
2000. The results for the three and six months ended June 30, 2000
include a non-cash dividend of $25.5 million and interest expenses of
$11.9 million and $19.4 million, respectively, which are predominantly
non-cash.
- Loss from operations of $16.1 million for the three months ended June
30, 2001, compared to $8.7 million for the three months ended June 30,
2000. For the six months ended June 30, 2001, the Company had a loss
from operations of $36.3 million, compared to $20.5 million for the
same period in 2000. The increases in these periods were due to
increased selling, general and administrative expenses primarily from
the Company's sales and marketing expenditures in connection with the
commercial launch in the United States of ANGIOMAX(R)(bivalirudin) in
January 2001, and to increased research and development expenses
primarily due to increased clinical trial activities related to
ANGIOMAX. The Company had a cost of revenue of
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$319,043 for the three months ended June 30, 2001 and $651,443 for the
six months ended June 30, 2001. These increases in expenses were
partially offset by revenue of $2.0 million in the three months ended
June 30, 2001 and $3.9 million in the six months ended June 30, 2001
in comparison to the same periods in 2000.
- As of June 30, 2001, the Company had cash, cash equivalents,
marketable securities and accrued interest receivable of $90.1
million.
The Company also released the following financial statements:
THE MEDICINES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED JUNE 30,
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2000
2001 -------------------------------
ACTUAL ACTUAL PRO FORMA(1)
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Revenue $ 2,047,541 $ -- $ --
Operating Expenses
Cost of revenue 319,043 -- --
Research and development 8,377,059 6,079,691 6,079,691
Selling, general and administrative 9,499,838 2,626,430 2,626,430
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Total operating expenses 18,195,940 8,706,121 8,706,121
Loss from operations (16,148,399) (8,706,121) (8,706,121)
Interest income (expense), net 995,270 (11,701,499) 279,580
Loss on sale of investments (850,000) -- --
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Net loss (16,003,129) (20,407,620) (8,426,541)
Dividends and accretion to redemption
value of redeemable preferred stock -- (27,188,837) --
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Net loss attributable to common stockholders $(16,003,129) $(47,596,457) $ (8,426,541)
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Basic and diluted net loss attributable to
common stockholders per common share $ (0.49) $ (68.65) $ (0.38)
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Shares used in computing net loss attributable
to common stockholders per common share:
Basic and diluted 32,357,360 693,339 22,270,426
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(1) Pro Forma amounts in 2000 reflect the conversion of all the outstanding
redeemable convertible preferred stock and accrued dividends and all
convertible notes and accrued interest as if conversion had occurred at the
date of original issuance of the convertible preferred stock and the
convertible notes. All redeemable convertible preferred stock and
convertible notes were converted into common stock during 2000.
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THE MEDICINES COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
SIX MONTHS ENDED JUNE 30,
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2000
2001 --------------------------------
ACTUAL ACTUAL PRO FORMA(1)
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Revenue $ 3,908,829 $ -- $ --
Operating Expenses
Cost of revenue 651,443 -- --
Research and development 20,904,153 16,688,429 16,688,429
Selling, general and administrative 18,626,877 3,857,529 3,857,529
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Total operating expenses 40,182,473 20,545,958 20,545,958
Loss from operations (36,273,644) (20,545,958) (20,545,958)
Interest income (expense), net 2,064,529 (19,104,689) 383,415
Loss on sale of investments (850,000) -- --
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Net loss (35,059,115) (39,650,647) (20,162,543)
Dividends and accretion to redemption
value of redeemable preferred stock -- (28,718,593) --
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Net loss attributable to common stockholders $(35,059,115) $(68,369,240) $(20,162,543)
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Basic and diluted net loss attributable to
common stockholders per common share $ (1.12) $ (106.56) $ (0.96)
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Shares used in computing net loss attributable
to common stockholders per common share:
Basic and diluted 31,309,946 641,582 21,040,410
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CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31,
2001 2000
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ASSETS (Unaudited)
Cash, cash equivalents, marketable securities $ 89,592,850 $ 79,325,085
Accrued interest receivable 481,678 1,392,928
Accounts receivables 1,587,917 --
Inventory 6,577,722 1,963,491
Fixed assets, net 870,078 965,832
Other assets 480,965 715,794
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Total Assets $ 99,591,210 $ 84,363,130
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 20,849,951 $ 15,124,147
Stockholders' equity 78,741,259 69,238,983
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Total Liabilities and Stockholders' Equity $ 99,591,210 $ 84,363,130
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(1) Pro Forma amounts in 2000 reflect the conversion of all the outstanding
redeemable convertible preferred stock and accrued dividends and all
convertible notes and accrued interest as if conversion had occurred at the
date of original issuance of the convertible preferred stock and the
convertible notes. All redeemable convertible preferred stock and
convertible notes were converted into common stock during 2000.
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SIGNATURE
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.
Date: July 26, 2001 THE MEDICINES COMPANY
By: /s/ Peyton J. Marshall
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Name: Peyton J. Marshall
Title: Senior Vice President and
Chief Financial Officer
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