UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 12b-25
NOTIFICATION OF LATE FILING
1-9601
(Commission File Number)
(Check one): Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q |X|
Form 10-D | | Form N-SAR | | Form N-CSR | |
For Period Ended: DECEMBER 31, 2006
| | Transition Report on Form 10-K
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q
| | Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
- -------------------------------------------------------------------------------
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
- -------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
- -------------------------------------------------------------------------------
===============================================================================
PART I -- REGISTRANT INFORMATION
K-V PHARMACEUTICAL COMPANY
Full Name of Registrant
Former Name if Applicable: N/A
2503 SOUTH HANLEY ROAD
Address of Principal Executive Office (Street and Number)
ST. LOUIS, MO 63144
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed on
or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed
due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
K-V Pharmaceutical Company ("K-V" or the "Company") announced on October 31,
2006 that it recently had been served with a derivative lawsuit filed in St.
Louis City Circuit Court alleging that certain stock option grants to six
current or former directors and officers between 1995 and 2002 were dated
improperly. In accordance with the Company's established corporate
governance procedures, the Board of Directors has referred this matter to
the independent members of its Audit Committee (the "Independent
Committee"). The Independent Committee has commenced an investigation and
will determine what action, if any, the Company will take.
No conclusions have been reached by the Independent Committee to date. As a
result of the ongoing investigation, K-V will not be able to file its
Quarterly Report on Form 10-Q for the quarter ended December 31, 2006 by the
required filing date and does not currently anticipate that its Form 10-Q
will be filed on or before the fifth calendar day following the prescribed
due date according to Rule 12b-25.
The Company will seek to resolve these issues as quickly as practicable and
plans to file its Form 10-Q as soon as possible following the completion of
the Independent Committee's investigation.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD H. CHIBNALL (314) 645-6600
----------------------- --------------- ----------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). | | Yes |X| No
10-Q for the three and six months ended September 30, 2006
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? |X| Yes | | No
- 2 -
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On February 7, 2007, the Company issued a press release announcing that
revenues for the third quarter increased 16% to $114.5 million, compared to
$98.4 million for the third quarter of fiscal 2006. Gross margin for the
third quarter increased to 67% of net revenues compared with 66% in the
year-ago period. Revenues for the nine-month period increased 15% to $321.7
million compared to $280.2 million for the nine-month period of fiscal 2006.
Gross profit for the nine-month period increased $25.0 million to $211.2
million, reflecting a 13% increase over the corresponding year-ago period.
Gross margin for the nine-month period was even with last year at 66% of net
revenues.
Net income for the December quarter was $18.5 million, or $0.33 per diluted
share, up 28%, or $4.1 million from the comparable period in the prior year.
Net income for the quarter was favorably impacted by a reduction in tax
expense of $0.7 million, or $.01 per diluted share, primarily due to the
retroactive passage of the Federal Research and Experimentation Credit in
December. For the nine months ended December, net income was $40.6 million,
or $0.73 per diluted share compared to $4.0 million, or $.08 per diluted
share for the comparable period of the prior year. The net income and
diluted earnings per share amounts included in this filing are preliminary
and subject to possible adjustment based upon the outcome of the Independent
Committee's inquiry into the effect of certain stock option grants and the
Company's completion of the interim financial statements.
As discussed in Part III above, the Independent Committee is undertaking a
review of claims contained in a derivative lawsuit alleging that certain
stock option grants to six current or former directors and officers between
1995 and 2002 were improperly dated. While the Independent Committee members
are working to complete their review in a timely manner, the timing of the
independent review will delay the filing of the Company's Form 10-Q for the
quarter ended December 31, 2006. No conclusions have been reached by the
Independent Committee members to date. Accordingly, the net income and
earnings per share amounts included in this filing are preliminary and
subject to possible adjustment based upon the outcome of the review and the
process of completing the interim financial statements. Upon completion of
the review, the Company will disclose the results and finalize its results
of operations for the quarterly periods of the current fiscal year.
Revenues for the fiscal 2007 nine-month period improved 15% to $321.7
million, compared to $280.2 million for the first nine months of fiscal
2006, as the Ther-Rx branded drug unit experienced 28% growth in revenues in
addition to the 6% growth in revenues reported by ETHEX Corporation, the
Company's generic/non-branded unit, compared with the prior year period.
Gross profit for the recently completed nine-month period increased $25.0
million to $211.2 million, reflecting a 13% increase over the corresponding
prior year period. During the first nine months of fiscal 2007, the overall
Company gross margin was 66%. Gross margin for the branded business remained
strong at 88% for the first nine months, with ETHEX Corporation improving to
a 57% gross margin for the first nine months of fiscal 2007 compared to 55%
last year.
The increases in selling and administrative expense of $5.8 million and
$13.1 million for the three- and nine-month periods, respectively, were
primarily due to personnel costs and an increase in expenses resulting from
facility expansion. The increases in personnel costs were also impacted by
the adoption of SFAS 123R, "Share Based Payment," using the modified
prospective method which resulted in the recognition of $0.7 million and
$1.8 million of stock-based compensation expense during the three- and
nine-month periods, respectively.
Research and development expenses of $8.3 million for the third quarter of
fiscal 2007 were up $1.5 million, or 22% compared to the prior year and
reflected an increase of 8% to $22.6 million for the nine-month period.
* * * * * * * * *
- 3 -
K-V PHARMACEUTICAL COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 7, 2007
By: /s/ Richard H. Chibnall
-------------------------------------
Richard H. Chibnall
Vice President, Finance and Principal
Accounting Officer
- 4 -