UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the
month of December, 2008
Commission
File Number 000-22286
Taro
Pharmaceutical Industries Ltd.
(Translation
of registrant's name into English)
14
Hakitor Street, Haifa Bay 26110, Israel
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): _____
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
As of
December 15, 2008, Taro’s cash and cash equivalents have increased to $77.6
million, after payments of debt principal and interest made in the fourth
quarter of 2008 of approximately $12.0 million. Debt principal and
interest payable for the remaining portion of 2008 is approximately $1.2
million. The following chart illustrates the Company’s net debt
position over the last 20 months, which reflects the significant
reduction of the Company’s financial indebtedness and increase in cash over
the period.
The
Company cautions that the financial information presented herein does not
constitute complete financial information, has not been reviewed by its
independent auditors and is subject to possible change. However,
subject to the foregoing caveats, the Company believes that the information
provided represents the best information currently available to Taro
management.
2
SAFE
HARBOR STATEMENT
Certain
statements in this 6-K filing are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements that do not describe
historical facts and statements that refer or relate to events or circumstances
the Company “estimates,” “believes,” or “expects” to happen, “should” happen, or
similar language, and statements with respect to the Company’s financial
performance, availability of financial information and estimates of financial
results and financial information for 2007 and 2008. Although Taro
Pharmaceutical Industries Ltd. believes the expectations reflected in such
forward-looking statements to be based on reasonable assumptions, it can give no
assurances that its
expectations
will be attained. Factors that could cause actual results to differ
include the possible unavailability of financial information, completion of the
audits of 2006, 2007 and/or 2008, actions of the Company's lenders, creditors
and Sun Pharmaceutical Industries Ltd. (“Sun”), including but not limited to the
outcome of litigation with Sun, general domestic and international economic
conditions, industry and market conditions, changes in the Company's financial
position, litigation brought by any party in any court in Israel, the United
States, or any country in which Taro operates, regulatory actions and
legislative actions in the countries in which Taro operates, and other risks
detailed from time to time in the Company's SEC reports, including its Annual
Reports on Form 20-F. Forward-looking statements speak only as of the
date on which they are made. The Company undertakes no obligations to
update, change or revise any forward-looking statement, whether as a result of
new information, additional or subsequent developments or
otherwise.
3
TARO
PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY
CONSOLIDATED BALANCE SHEETS
(U.S.
Dollars in Thousands)
|
Unaudited
and Unreviewed
|
||||||||
|
September
30,
|
December
31,
|
|||||||
|
2008
|
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and Cash Equivalents
|
$ | 66,253 | $ | 45,178 | ||||
|
Accounts
Receivable, net – Trade
|
72,037 | 68,497 | ||||||
|
Accounts
Receivable – Other and prepaid expenses
|
35,269 | 26,733 | ||||||
| Inventories | 70,999 | 66,036 | ||||||
| Total Current Assets | 244,558 | 206,444 | ||||||
|
Long-Term
Investments
|
20,713 | 18,765 | ||||||
|
Property,
Plant and Equipment, net
|
196,466 | 212,437 | ||||||
| Deferred Taxes and Other Assets | 45,461 | 47,625 | ||||||
| TOTAL ASSETS | $ | 507,198 | $ | 485,271 | ||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Short-Term
Bank Liabilities*
|
$ | 93,248 | $ | 95,320 | ||||
|
Current
Maturities of Long-Term Liabilities
|
32,166 | 28,564 | ||||||
| Accounts Payable and Accrued Expenses | 80,898 | 72,543 | ||||||
| Total Current Liabilities | 206,312 | 196,427 | ||||||
|
Long-Term
Liabilities
|
86,479 | 94,048 | ||||||
| Deferred Taxes and Other Liabilities | 8,365 | 8,402 | ||||||
|
TOTAL
LIABILITIES
|
301,156 | 298,877 | ||||||
| Shareholders’ Equity | 206,042 | 186,394 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 507,198 | $ | 485,271 | ||||
* Includes
long-term debt reclassified by the Company, due to non-compliance with certain
covenants, as short-term liabilities in the amount of $30,722 and $35,834 as of
September 30, 2008 and December 31, 2007, respectively.
4
TARO
PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY
CONSOLIDATED STATEMENTS OF INCOME
(U.S.
Dollars in Thousands, Except Per Share Data)
|
Unaudited
and Unreviewed
|
||||||||
|
Nine
Months Ended September 30,
|
||||||||
|
2008
|
2007
|
|||||||
|
SALES
|
$ | 256,637 | $ | 231,800 | ||||
|
Cost
of Sales
|
115,801 | 105,998 | ||||||
|
Gross
Profit
|
140,836 | 125,802 | ||||||
|
Operating
Expenses:
|
||||||||
|
Selling
and Administrative
|
68,276 | 72,450 | ||||||
|
Operating
Income before Research and
|
||||||||
|
Development
|
72,560 | 53,352 | ||||||
|
Research
and Development
|
27,595 | 20,605 | ||||||
|
Operating
Income
|
44,965 | 32,747 | ||||||
|
Financial Expenses:
|
||||||||
|
Interest
|
13,565 | 12,687 | ||||||
|
Foreign
exchange fluctuations
|
(6,245 | ) | 6,113 | |||||
| 7,320 | 18,800 | |||||||
|
Other
Income
|
539 | 4,520 | ||||||
| 38,184 | 18,467 | |||||||
| Taxes on Income | 5,068 | 4,229 | ||||||
|
NET
INCOME
|
$ | 33,116 | $ | 14,238 | ||||
|
Earnings
per Ordinary Share
|
$ | 0.85 | $ | 0.43 | ||||
|
Diluted
Earnings per Ordinary Share
|
$ | 0.82 | $ | 0.43 | ||||
|
Weighted
Average Number of Shares-
|
||||||||
|
BASIC
EPS
|
39,186,478 | 33,215,730 | ||||||
|
DILUTED
EPS
|
40,398,799 | 33,306,038 | ||||||
5
TARO
PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S.
Dollars in Thousands)
|
Unaudited and Unreviewed
|
||||||||
|
Nine
Months Ended
|
Year
Ended
|
|||||||
|
September
30, 2008
|
December
31, 2007
|
|||||||
| Operating Activities: | ||||||||
|
Net
Income
|
$ | 33,116 | $ | 21,139 | ||||
|
Adjustments
required to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Depreciation and amortization
|
17,523 | 26,094 | ||||||
|
Stock
based compensation
|
226 | 357 | ||||||
|
Gain
on sales of property, plant and equipment
|
- | (3,844 | ) | |||||
|
Increase
in fair value of derivative instruments
|
(9,603 | ) | (6,776 | ) | ||||
|
Increase
in long-term debt due to currency fluctuations
|
11,439 | 7,714 | ||||||
|
Amortization
of deferred revenue
|
(982 | ) | (5,894 | ) | ||||
|
Increase
in trade receivables
|
(8,865 | ) | (26,775 | ) | ||||
|
Increase
in other receivables and tax assets
|
(2,766 | ) | (305 | ) | ||||
|
Increase
in inventories
|
(5,458 | ) | (3,175 | ) | ||||
|
Foreign
exchange effect on intercompany balances
|
(4,397 | ) | 6,959 | |||||
|
Increase
(decrease) in trade and other payables and accruals
|
10,418 | (10,798 | ) | |||||
|
Net
Cash Provided by Operating Activities
|
40,651 | 4,696 | ||||||
|
Investing
Activities:
|
||||||||
|
Purchase
of property, plant & equipment, net of related grants
|
(2,631 | ) | (4,453 | ) | ||||
|
Investment
in other intangible assets
|
(339 | ) | (271 | ) | ||||
|
Proceeds
from sale of marketable securities
|
- | 114 | ||||||
|
Proceeds
from sales of property, plant and equipment
|
- | 10,321 | ||||||
|
Net
Cash (Used) Provided by Investing Activities
|
(2,970 | ) | 5,711 | |||||
|
Financing
Activities:
|
||||||||
|
Proceeds
from issuance of shares, net
|
- | 56,417 | ||||||
|
Repayments
of long-term debt
|
(19,952 | ) | (31,965 | ) | ||||
|
Proceeds
(repayments) of short-term bank debt, net
|
3,808 | (6,754 | ) | |||||
|
Net
Cash (Used) Provided by Financing Activities
|
(16,144 | ) | 17,698 | |||||
|
Effect
of Exchange Rate Changes
|
(462 | ) | 162 | |||||
|
Net
increase in cash
|
21,075 | 28,267 | ||||||
|
Cash
at beginning of period
|
45,178 | 16,911 | ||||||
|
Cash
at End of Period
|
$ | 66,253 | $ | 45,178 | ||||
6
SIGNATURES
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, thereunto
duly authorized.
| Date: | December 18, 2008 | ||
| TARO PHARMACEUTICAL INDUSTRIES LTD. | |||
| By: | /s/ Tal Levitt | ||
| Name: Tal Levitt | |||
| Title: Director and Secretary | |||
7