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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 8, 2007
LEINER HEALTH PRODUCTS INC.
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(Exact name of registrant as
specified in its charter)
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DELAWARE 333-33121 95-3431709
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
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901 East 233rd Street, Carson, California 90745
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (310) 835-8400
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N/A
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(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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2007, we issued a press release announcing our results for
the second quarter of fiscal 2008. Attached hereto as Exhibit 99.1, but only
furnished pursuant to Item 2.02 of this report and incorporated herein by
reference, is our press release.
The attached press release contains a non-GAAP financial measure. For
purposes of Regulation G, a non-GAAP financial measure is a numerical measure of
a company's performance, financial position, or cash flows that either excludes
or includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with
generally accepted accounting principles, or GAAP. To supplement our
consolidated financial statements presented in accordance with GAAP, in our
press release we provide Credit Agreement EBITDA, which excludes certain
expenses, gains and losses.
Credit Agreement EBITDA is the basis for the calculation of significant
financial covenants in our credit facility, which requires us to meet
"Consolidated Indebtedness to Credit Agreement EBITDA Leverage Ratios" and
"Credit Agreement EBITDA to Consolidated Interest Expense Ratio" as such terms
are defined in the Credit Agreement. We believe that the availability of Credit
Agreement EBITDA will assist investors in evaluating our financial performance
and our performance relative to the Credit Agreement covenants. In addition,
because we have historically reported Credit Agreement EBITDA to investors, we
believe the inclusion of this non-GAAP measure provides consistency in our
financial reporting.
Credit Agreement EBITDA should be considered in addition to results
prepared in accordance with GAAP, and are not a substitute for, or superior to,
GAAP results. Specifically, Credit Agreement EBITDA should not be construed as
an alternative to income from operations or net income (loss) as a measure of
operating results, or cash flows as a measure of liquidity. Consistent with our
historical practice, the Credit Agreement EBITDA has been reconciled to net
income (loss) computed under GAAP.
As used herein and in the press release, "GAAP" refers to generally
accepted accounting principles in the United States. As stated in our press
release, our non-GAAP financial measures referenced in the press release exclude
the following charges, net of any related tax impact, from our statements of
operations:
o Provision for (benefit from) income taxes
o Interest expense, net
o Non-cash charges related to depreciation and amortization
o Non-cash charges related to stock compensation expense
o Certain management fees
o Expenses related to permitted acquisition
o Proceeds from business interruption insurance
o Restructuring charges
o Inventory write-down related to events affecting our over-the-counter
("OTC") business
o Permitted add-backs as provided under The Credit Agreement, and Amendments
thereto.
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The information in this Current Report on Form 8-K, including the
information in Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liabilities under that Section.
Furthermore, such information shall not be deemed to be incorporated by
reference into any filing made by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except as shall be expressly set forth by
specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated November 8, 2007.
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.
LEINER HEALTH PRODUCTS INC.
By: /s/ Kevin McDonnell
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Kevin McDonnell
Executive Vice President and
Chief Financial Officer
Date November 8, 2007
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