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 August, 2016
 
 
 
Commission File Number 001-35463
 
 
 
Taro Pharmaceutical Industries Ltd.
 
(Translation of registrant’s name into English)

14 Hakitor Street, Haifa Bay 2624761, 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       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  


 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____.
 


 
 
Taro Pharmaceutical Industries Ltd.
c/o Taro Pharmaceuticals U.S.A., Inc.
Three Skyline Drive
Hawthorne, New York 10532
(NYSE: TARO)
 
 
FOR IMMEDIATE RELEASE

CONTACT:
William J. Coote
(914) 345-9001
William.Coote@Taro.com

TARO PROVIDES RESULTS FOR QUARTER ENDED JUNE 2016

Hawthorne, NY, August 10, 2016 - Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the “Company”) today provided unaudited financial results for the quarter ended June 30, 2016.

Quarter ended June 30, 2016 Highlights - compared to June 30, 2015
·
Net sales of $233.8 million, increased $18.5 million or 8.6%, with slightly decreased volumes.  The 2015 net sales were negatively impacted by a $14 million provision for price protections.
·
Gross profit of $182.8 million, increased $11.0 million
·
Research and development (R&D) expenses increased 23.2% to $17.9 million
·
Selling, marketing, general and administrative expenses were slightly decreased
·
Operating income increased $8.2 million to $142.6 million
·
Tax expense of $30.4 million remained relatively flat with the effective tax rate improving to 21.7% from 22.5%
·
Net income attributable to Taro was $109.9 million compared to $103.6 million, a $6.3 million increase, resulting in diluted earnings per share of $2.59 compared to $2.42.

Cash Flow and Balance Sheet Highlights
·
Cash flow provided by operations was $56.0 million compared to $68.3 million for the three months ended June 30, 2015
·
Cash, including short-term bank deposits and marketable securities, decreased $253.7 million to $974.9 million from March 31, 2016, principally the result of the $132.5 million impact from the Company’s share repurchases, and a $168.5 million increase in long-term bank deposits.

Mr. Kal Sundaram, Taro’s CEO stated, “Overall, we are pleased with our solid operating performance.  Our increased R&D investment reflects our continuing focus on developing a strong product pipeline. Sales from new products are beginning to accelerate, however we continue to experience increased competitive intensity.  Delivering strong financial results, developing our pipeline, and the investment under our share repurchase program demonstrates our commitment to increasing long-term shareholder value.


FDA Approvals and Filings

The Company recently received approval from the U.S. Food and Drug Administration (“FDA”) for the Abbreviated New Drug Application (“ANDA”) Adapalene Gel, 0.3%.  The Company has a total of thirty-four ANDAs awaiting FDA approval. 


 
 
- more -
 
 
 

 
 
Taro Pharmaceutical Industries Ltd.
Page 2 of  6

 
Share Repurchase Program

On March 15, 2016, the Company announced that its Board of Directors approved a $250 million share repurchase of ordinary shares. Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its stock, and general market conditions. No time period has been set for the repurchase program, and any such program may be suspended or discontinued at any time. The repurchase authorization enables the Company to purchase its ordinary shares from time to time through open market purchases, negotiated transactions or other means, including 10b5-1 trading plans in accordance with applicable securities laws or other restrictions. The table below presents the purchase of ordinary shares as of July 31, 2016, which were acquired in accordance with a 10b5-1 program:
 
 
 
 
Period
Total Number of
Shares Purchased
as Part of the
Current Program
 
   
 
Average Price Paid
per Share
   
Dollar Value of
Shares that may yet
be Purchased Under
the Program
 
March 17, 2016 - March 31, 2016
 
67,339
   
$140.30
       
April 1, 2016 - April 30, 2016
 
117,515
   
$141.46
       
May 1, 2016 - May 31, 2016
 
552,474
   
$134.86
       
June 1, 2016 - June 30, 2016
 
290,298
   
$142.32
       
July 1, 2016 - July 31, 2016
 
318,080
   
$141.28
       
TOTAL
 
1,345,706
   
$138.84
   
$63,168,864
 
 
 
 


Form 20-F Filings with the SEC

On June 9, the Company filed its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission (“SEC”) for the fiscal year ended March 31, 2016.

Officer Departures

On June 21, Taro announced the resignation of its Chief Financial Officer, Michael Kalb, who left the Company to accept the position of CFO at another public company.

On July 6, the Company announced that its’ CEO, Mr. Kal Sundaram, plans to step down as CEO by the end of the current calendar year.  Mr. Sundaram will return to India, to assume an executive position at Sun Pharma’s global headquarters after the completion of his assignment at Taro at the end of 2016.


The Company cautions that the foregoing financial information is presented on an unaudited basis and is subject to change.

************************

About Taro
Taro Pharmaceutical Industries Ltd. is a multinational, science-based pharmaceutical company, dedicated to meeting the needs of its customers through the discovery, development, manufacturing and marketing of the highest quality healthcare products.  For further information on Taro Pharmaceutical Industries Ltd., please visit the Company’s website at www.taro.com.




 
Taro Pharmaceutical Industries Ltd.
Page 3 of 6
 
 
SAFE HARBOR STATEMENT
The unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary to present fairly the financial condition and results of operations of the Company.  The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 20-F, as filed with the SEC.

Certain statements in this release 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 or that refer or relate to events or circumstances the Company “estimates,” “believes,” or “expects” to happen or similar language, and statements with respect to the Company’s financial performance, availability of financial information, and estimates of financial results and information for fiscal year 2017.  Although the Company 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 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 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 are applicable 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.
 
**Financial Tables Follow**
 
 


 
 
Taro Pharmaceutical Industries Ltd.
Page 4 of 6
 
 
TARO PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(U.S. dollars in thousands, except share data)
             
   
Three Months Ended June 30,
 
   
2016
   
2015
 
Sales, net
 
$
 233,784
   
$
215,278
 
Cost of sales
   
50,885
     
43,474
 
Impairment
   
108
     
-
 
Gross profit
   
182,791
     
171,804
 
                 
Operating Expenses:
               
   Research and development
   
17,920
     
14,540
 
   Selling, marketing, general and administrative
   
22,252
     
22,892
 
Operating income
   
142,619
     
134,372
 
                 
Financial (income) expense, net:
               
  Interest and other financial income
   
(3,306
)
   
(3,269
)
  Foreign exchange expense
   
5,909
     
4,200
 
Other gain, net
   
403
     
352
 
Income before income taxes
   
140,419
     
133,793
 
Tax expense
   
30,425
     
30,089
 
Income from continuing operations
   
109,994
     
103,704
 
Net loss from discontinued operations attributable to Taro
   
(101
)
   
(31
)
Net income
   
109,893
     
103,673
 
Net (loss) income attributable to non-controlling interest
   
(4
)
   
37
 
Net income attributable to Taro
 
$
109,897
   
$
103,636
 
                 
Net income per ordinary share from continuing operations
attributable to Taro:
               
Basic
 
$
2.59
   
$
2.42
 
Diluted
 
$
2.59
   
$
2.42
 
                 
Net loss per ordinary share from discontinued operations
attributable to Taro:
               
Basic
 
$
(0.00)
*
 
$
(0.00
)*
Diluted
 
$
(0.00)
*
 
$
(0.00
)*
                 
Net income per ordinary share attributable to Taro:
               
Basic
 
$
2.59
   
$
2.42
 
Diluted
 
$
2.59
   
$
2.42
 
                 
Weighted-average number of shares used to compute net
income per share:
               
Basic
   
42,370,644
     
42,833,533
 
Diluted
   
42,370,644
     
42,833,533
 
* Amount is less than $0.01
May not foot due to rounding.
 
 

Taro Pharmaceutical Industries Ltd.
Page 5 of 6

 
 
 
 
TARO PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
             
   
June 30,
   
March 31,
 
   
2016
   
2016
 
ASSETS
 
(unaudited)
   
(audited)
 
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
438,732
   
$
576,757
 
Short-term and current maturities of long-term bank deposits
   
532,624
     
648,297
 
Marketable securities
   
3,521
     
3,572
 
Accounts receivable and other:
               
   Trade, net
   
289,803
     
238,611
 
   Other receivables and prepaid expenses
   
271,443
     
270,724
 
Inventories
   
147,945
     
138,553
 
Long-term assets held for sale, net
   
1,058
     
1,081
 
TOTAL CURRENT ASSETS
   
1,685,126
     
1,877,595
 
Long-term bank deposits
   
283,676
     
115,173
 
Property, plant and equipment, net
   
164,598
     
159,459
 
Other assets
   
34,923
     
35,806
 
TOTAL ASSETS
 
$
2,168,323
   
$
2,188,033
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Trade payables and other current liabilities
 
$
 243,378
   
$
245,462
 
TOTAL CURRENT LIABILITIES
   
243,378
     
245,462
 
Deferred taxes and other long-term liabilities
   
5,517
     
5,427
 
TOTAL LIABILITIES
   
248,895
     
250,889
 
                 
Taro shareholders' equity
   
1,913,429
     
1,931,142
 
Non-controlling interest
   
5,999
     
6,002
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
2,168,323
   
$
2,188,033
 
 
 


 
Taro Pharmaceutical Industries Ltd.
Page 6 of 6
 
 

 
TARO PHARMACEUTICAL INDUSTRIES LTD.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) 
(U.S. dollars in thousands)
             
   
Three Months Ended June 30,
 
   
2016
   
2015
 
   
 
   
 
 
Cash flows from operating activities:
           
Net income
 
$
109,893
   
$
103,673
 
Adjustments required to reconcile net income to net cash provided by operating activities:
         
     Depreciation  and amortization
   
3,692
     
3,913
 
     Impairment for long-lived assets
   
108
     
-
 
     Realized loss on sale of marketable securities and long-lived assets
   
-
     
48
 
     Change in derivative instruments, net
   
2,671
     
(5,198
)
     Effect of change in exchange rate on  inter-company balances and bank deposits
   
4,101
     
1,716
 
     Deferred income taxes, net
   
(20,282
)
   
3,329
 
     (Increase) decrease in trade receivables, net
   
(51,220
)
   
25,809
 
     (Increase) decrease in inventories, net
   
(9,190
)
   
1,317
 
    Increase (decrease) in other receivables, income tax receivable, prepaid expenses and other
   
19,612
     
(9,517
)
     Decrease in trade, income tax and other payables and accrued expenses
   
(3,420
)
   
(56,823
)
Net cash provided by operating activities
   
55,965
     
68,267
 
                 
Cash flows from investing activities:
               
     Purchase of plant, property & equipment
   
(9,184
)
   
(2,393
)
     Investment in other intangible assets
   
(11
)
   
(15
)
     Proceeds from (investment in) short-term bank deposits
   
90,754
     
(92,124
)
     Investment in long-term deposits and other assets
   
(143,503
)
   
(20,000
)
    Proceeds from (investment in) marketable securities, net
   
80
     
(16
)
Net cash used in investing activities
   
(61,864
)
   
(114,548
)
                 
Cash flows from financing activities:
               
     Purchase of treasury stock
   
(132,489
)
   
-
 
     Repayment of long-term debt
   
-
     
(223
)
Net cash used in financing activities
   
(132,489
)
   
(223
)
                 
Effect of exchange rate changes on cash and cash equivalents
   
363
     
3,861
 
Decrease in cash and cash equivalents
   
(138,025
)
   
(42,643
)
Cash and cash equivalents at beginning of period
   
576,757
     
481,641
 
Cash and cash equivalents at end of period
 
$
438,732
   
$
438,998
 


#####

 

 
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:  August 10, 2016
 
TARO PHARMACEUTICAL INDUSTRIES LTD.

 
By: 
 /s/ Subramanian Kalyanasundaram
 
 
Name: Subramanian Kalyanasundaram
 
 
Title:   Chief Executive Officer and Director