K-V Pharmaceutical Company Receives Notification From New York Stock Exchange of Compliance With Quantitative Continued Listing Standards
ST. LOUIS, Sept. 2 /PRNewswire/ -- K-V Pharmaceutical Company
(NYSE: KVa/KVb) announced today that it has
received notification from the New York Stock Exchange ("NYSE")
stating that the Company has reestablished compliance with the
NYSE's minimum share price requirements for continued listing on an
accelerated basis.
The NYSE's notification confirmed that the average price of the
Company's Class A Common Stock for the 30-trading days ended August
31, 2010, as well as the share price on August 31, 2010, exceeded
the NYSE's minimum requirement of $1.00.
Greg Divis, Interim President and Chief Executive Officer of
K-V, stated, "We are pleased that the Company's stock price has
returned to compliance with the NYSE minimum for continued listing.
While we still face many challenges, we are working hard to
continue moving the Company forward."
The Company noted that it will remain under review by the NYSE
because of the delay in filing its Form 10-K for the fiscal year
ended March 31, 2010. The Company currently is working with its
independent registered accountants, BDO USA, LLP, to file the
report as soon as possible and to become current with all of its
periodic SEC reporting.
About K-V Pharmaceutical Company
K-V Pharmaceutical Company is a fully-integrated specialty
pharmaceutical company that develops, manufactures, markets and
acquires technology-distinguished branded prescription products.
The Company markets its technology-distinguished products through
Ther-Rx Corporation, its branded drug subsidiary.
For further information about K-V Pharmaceutical Company, please
visit the Company's website at www.kvpharmaceutical.com.
Cautionary Note Regarding Forward-looking Statements
This press release contains various forward-looking statements
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 (the "PSLRA") and that may be based
on or include assumptions concerning the operations, future results
and prospects of the Company. Such statements may be identified by
the use of words like "plan," "expect," "aim," "believe,"
"project," "anticipate," "commit," "intend," "estimate," "will,"
"should," "could," "potential" and other expressions that indicate
future events and trends.
All statements that address expectations or projections about
the future, including without limitation, statements about product
development, product launches, regulatory approvals, governmental
and regulatory actions and proceedings, market position,
acquisitions, sale of assets, revenues, expenditures, resumption of
manufacturing and distribution of products and the impact of the
recall and suspension of shipments on revenues, and other financial
results, are forward-looking statements.
All forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the
PSLRA's "safe harbor" provisions, the Company provides the
following cautionary statements identifying important economic,
competitive, political, regulatory and technological factors, among
others, that could cause actual results or events to differ
materially from those set forth or implied by the forward-looking
statements and related assumptions.
Such factors include (but are not limited to) the following:
1. the ability to continue as a going concern;
2. difficulties and uncertainties with respect to obtaining additional
capital, as more fully described in Part I, Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in the Quarterly Report
on Form 10-Q for the quarter ended December 31, 2009 (the third quarter
of the Company's fiscal year ended March 31, 2010 (the "Form 10-Q"));
3. the decisions the Company makes in order to maintain and increase our
limited cash and financial resources may result in significant charges
for impairment of inventory, property and equipment and intangible and
other long-lived assets;
4. based on our cash balance and estimates of our operating expenditures,
our existing cash and financial resources will not be sufficient to
fund our operations beyond the quarter ending September 30, 2010,
unless we are able to raise additional capital by selling assets or
through external financing;
5. the consent decree between the Company and the FDA and the Company's
suspension of the production and shipment of all of the products that
it manufactures and the related nationwide recall affecting all of the
products that it manufactures, as well as the related material adverse
effect on its revenue, assets and liquidity and capital resources, as
more fully described in Part I, Item 2 - "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Background
- Discontinuation of Manufacturing and Distribution; Product Recalls;
and the FDA Consent Decree" in the Form 10-Q;
6. the possibility of further reducing the Company's operations, including
further reductions of its employee base and significantly curtailing
some or all of its efforts to meet the consent decree's requirements
and return its approved products to market in order to maintain and
attempt to increase its limited cash and financial resources, and
related costs and accounting charges from taking such actions;
7. the plea agreement between the Company and the U.S. Department of
Justice and the Company's obligations therewith, as well as the related
material adverse effect, if any, on its revenue, assets and liquidity
and capital resources, as more fully described in Note 20 - "Subsequent
Events" of the Notes to the Consolidated Financial Statements in the
Form 10-Q;
8. changes in the current and future business environment, including
interest rates and capital and consumer spending;
9. the difficulty of predicting FDA approvals, including timing, and that
any period of exclusivity may not be realized;
10. the possibility of not obtaining FDA approvals or delay in obtaining
FDA approvals, including with respect to Gestiva(TM), as well as the
number of preterm births for which Gestiva(TM) may be prescribed, its
safety profile and side effects profile;
11. acceptance of and demand for the Company's new pharmaceutical products
or current products upon their return to the marketplace;
12. the introduction and impact of competitive products and pricing,
including as a result of so-called authorized generic drugs;
13. new product development and launch, including the possibility that any
product launch may be delayed;
14. reliance on key strategic acquisitions;
15. the availability of raw materials and/or products manufactured for the
Company under contract manufacturing agreements with third parties;
16. the regulatory environment, including regulatory agency and judicial
actions and changes in applicable laws or regulations;
17. fluctuations in revenues;
18. the difficulty of predicting international regulatory approvals,
including timing;
19. the difficulty of predicting the pattern of inventory movements by the
Company's customers;
20. the impact of competitive response to the Company's sales, marketing
and strategic efforts, including introduction or potential
introduction of generic or competing products against products sold by
the Company and its subsidiaries;
21. risks that the Company may not ultimately prevail in litigation,
including product liability lawsuits and challenges to its
intellectual property rights by actual or potential competitors or to
its ability to market generic products due to brand company patents
and challenges to other companies' introduction or potential
introduction of generic or competing products by third parties against
products sold by the Company or its subsidiaries including without
limitation the litigation and claims referred to in Note 18 -
"Commitments and Contingencies" of the Notes to the Consolidated
Financial Statements in the Form 10-Q, and that any adverse judgments
or settlements of such litigation, including product liability
lawsuits, may be material to the Company;
22. the possibility that our current estimates of the financial effect of
certain announced product recalls could prove to be incorrect;
23. whether any product recalls or product introductions result in
litigation, agency action or material damages;
24. failure to supply claims by certain of the Company's customers,
including CVS Pharmacy, Inc., that, despite the formal discontinuation
action by the Company of its products, the Company should compensate
such customers for any additional costs they allegedly incurred for
procuring products the Company did not supply;
25. the satisfaction or waiver of the terms and conditions for the
acquisition of the full U.S. and worldwide rights to Gestiva(TM) set
forth in the previously disclosed Gestiva(TM) acquisition agreement,
as amended;
26. the series of putative class action lawsuits alleging violations of
the federal securities laws by the Company and certain individuals, as
more fully described in Note 18 - "Commitments and Contingencies -
Litigation and Governmental Inquiries" of the Notes to the
Consolidated Financial Statements in the Form 10-Q;
27. the possibility that insurance proceeds are insufficient to cover
potential losses that may arise from litigation, including with
respect to product liability, failure to supply or securities
litigation;
28. the informal inquiry initiated by the SEC and any related or
additional government investigation or enforcement proceedings as more
fully described in Note 18 - "Commitments and Contingencies -
Litigation and Government Inquiries, of the Notes to the Consolidated
Financial Statements" in the Form 10-Q;
29. the possibility that the pending investigation by the Office of
Inspector General of the Department of Health and Human Services into
potential false claims under the Title 42 of the U.S. Code as more
fully described in Note 18 - "Commitments and Contingencies -
Litigation and Government Inquiries" of the Notes to the Consolidated
Financial Statements in the Form 10-Q could result in significant
civil fines or penalties, including exclusion from participation in
federal healthcare programs such as Medicare and Medicaid;
30. delays in returning, or failure to return, certain or many of the
Company's approved products to the market, including loss of market
share as a result of the suspension of shipments, and related costs;
31. the ability to sell or license certain assets, and the terms of such
transactions;
32. the possibility that default on one type or class of the Company's
indebtedness could result in cross default under, and the acceleration
of, its other indebtedness;
33. the risks that present or future changes in the Board of Directors or
management may lead to an acceleration of the Company's bonds or to
adverse actions by government agencies or our auditors;
34. if a director of our company, or a shareholder with an ownership
interest in our company of 5% or more, is excluded from participating
in federal or state health care programs, then HHS may use its
discretionary authority to also exclude our company from participation
in federal healthcare programs;
35. the risk that future failure to comply with the quantitative listing
standards of the New York Stock Exchange, including with respect to
minimum share price and public float, could result in delisting of our
shares on the New York Stock Exchange, which would harm the market
price of the Company's Class A common stock and Class B common stock;
36. the risk that BDO will be unable to complete the audit of, or does not
issue its opinion with respect to, the Company's financial statements
to be included in its annual report for its fiscal year ended March
31, 2010 on a timely basis which would impact the Company's compliance
with New York Stock Exchange continued listing standards, and the
Securities Exchange Act of 1934, as amended, and the anticipated
filing date of such annual report;
37. the risk that BDO will be unable to complete on a timely basis the
review of the Company's financial statements to be included in its
fiscal 2011 Form 10-Q's;
38. the risks detailed from time-to-time in the Company's filings with the
SEC.
This discussion is not exhaustive, but is designed to highlight
important factors that may impact the Company's forward-looking
statements.
Because the factors referred to above, as well as the statements
included elsewhere in this report and in the exhibits hereto, could
cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements made by the company or
on the Company's behalf, you should not place undue reliance on any
forward-looking statements. All forward-looking statements
attributable to the Company are expressly qualified in their
entirety by the cautionary statements in this "Cautionary Note
Regarding Forward-Looking Statements" and the risk factors that are
included under Part I, Item 1A - "Risks Factors" in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2009
and referred to in Part II, Item 1A - "Risk Factors" in the Form
10-Q, as supplemented by the Company's subsequent SEC
filings.
Further, any forward-looking statement speaks only as of the
date on which it is made and the Company is under no obligation to
update any of the forward-looking statements after the date of this
report. New factors emerge from time-to-time, and it is not
possible for the Company to predict which factors will arise, when
they will arise and/or their effects. In addition, the Company
cannot assess the impact of each factor on its future business or
financial condition or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statements.
Source: K-V Pharmaceutical Company
CONTACT: Catherine M. Biffignani, Vice President, Investor
Relations of
K-V Pharmaceutical Company, +1-314-645-6600
Web Site: http://www.kvpharmaceutical.com/
Posted: September 2010
