SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): APRIL 22, 2004 HALSEY DRUG CO., INC. 616 N. NORTH COURT, SUITE 120, PALATINE, ILLINOIS 60067 (847-705-7709) Incorporated under Commission I.R.S. Employer the laws of File Number Identification Number State of New York 1-10113 11-0853640 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 22, 2004, Halsey Drug Co., Inc. (the "Company") issued a press release disclosing the financial results for its fourth quarter ended December 31, 2003 and the twelve months ended December 31, 2003. A copy of the Company's press release is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (B) EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated April 22, 2004 Announcing Results for Fourth Quarter ended December 31, 2003 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. HALSEY DRUG CO., INC. By: /s/ Peter A. Clemens -------------------- Peter A. Clemens Vice President & Chief Financial Officer Date: April 22, 2004 3 EXHIBIT INDEX 4
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated April 22, 2003 Announcing Results for Fourth Quarter ended December 31, 2003.
CONTACT: Halsey Drug Co., Inc. Investor Relations, Peter A. Clemens, VP & CFO 847-705-7709 FOR IMMEDIATE RELEASE HALSEY DRUG CO., INC. REPORTS RESULTS FOR 2003 PALATINE, IL, APRIL 22, 2004: Halsey Drug Co., Inc. (OTC.BB-HDGC) today announced that total revenues for the year ended December 31, 2003 decreased to $5,750,000 compared to $8,205,000 for 2002. The Company also reported a net loss for the year ended December 31, 2003 of $48,455,000 or $2.28 per share, compared to a net loss of $59,589,000 or $3.90 per share for 2002. Included in the net loss for 2003 were non-cash expenses of $31,631,000 or $1.49 per share, comprised of $24,771,000 of amortization of debt discount and private offering costs, a $3,619,000 charge for impairment of assets in connection with the restructuring of the Company's operations and $3,241,000 of non-cash interest expense. Non-cash expenses for 2002 were $44,027,000 or $2.88 per share. Revenues were $1,540,000 and $2,053,000 for the quarters ended December 31, 2003 and 2002, respectively. The net loss for the quarter ended December 31, 2003 was $15,263,000 or $ .71 per share, compared to a net loss of $38,901,000 or $2.45 per share for the quarter ended December 31, 2002. Commenting, Andy Reddick, President and CEO said, "2003 was a transition year for the Company. Beginning in the fourth quarter of 2003, the Company moved to eliminate manufacturing operations of finished dosage generic pharmaceuticals while focusing its resources and expertise on proprietary development technologies where we believe significant value can be derived. The Company has transitioned to a single vertically integrated operations facility located in Culver, Indiana where it intends to implement the following strategy and perform relevant key activities: - - Development of the Company's proprietary abuse deterrent formulation technology (the "ADF Technology") for use in orally administered opioid finished dosage products. - - Manufacture and quality assurance release of clinical trial supplies of certain finished dosage form products utilizing the ADF Technology. - - Evaluation of certain finished dosage products utilizing the ADF Technology in clinical trials. 5 - - Scale-up and manufacture of commercial quantities of certain products utilizing the ADF Technology for sale by the Company's licensees. - - Research, development and scale up of the Company's novel Opioid Synthesis Technologies. - - Prosecution of the Company's application to the DEA for registration to import narcotic raw materials for use in the production of opioid active pharmaceutical ingredients utilizing the Company's Opioid Synthesis Technologies. - - Negotiating and executing license and development agreements with strategic pharmaceutical company partners providing that such licensees will further develop certain finished dosage products utilizing the ADF Technology, file for regulatory approval with the U.S. Food and Drug Administration and other regulatory authorities and commercialize such products. Proceeds from the Company's 2004 private offering of debentures and the divestment of certain assets as previously announced by the Company on February 10, 2004 and March 24, 2004 respectively, are expected to fund the Company's operations through calendar year 2004. Halsey Drug Co., Inc., together with its subsidiaries, is an emerging pharmaceutical technology development company specializing in proprietary drug formulation and active pharmaceutical ingredient manufacturing process development. The statements in this press release are forward looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward looking statements involve risk and uncertainties which may affect Halsey's business prospects, including economic, competitive, governmental, technological and other factors discussed in filings with the Securities and Exchange Commission. This and past press releases for Halsey Drug Co., Inc. are available at Halsey's web site at www.halseydrug.com. 6 HALSEY DRUG CO., INC. FINANCIAL HIGHLIGHTS CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
(UNAUDITED) THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Net Product Revenues $ 1,540 $ 2,053 $ 5,750 $ 8,205 Operating Costs Cost of Manufacturing 4,300 3,163 11,705 12,535 Research and Development 505 356 1,460 1,517 Selling, General and Administrative Expenses 1,789 1,744 7,903 7,216 Plant Shutdown Costs 1,926 (6) 1,926 (126) ---------- ---------- ---------- ---------- Loss From Operations (6,980) (3,204) (17,244) (12,937) Other Income (Expense) Interest Expense (1,565) (1,320) (6,001) (4,728) Interest Income 3 5 25 15 Amortization of Deferred Debt Discount and Private Offering Costs (6,721) (4,996) (24,771) (12,558) Loss on Extinguishment of Debt -- (29,278) -- (29,278) Investment in Joint Venture -- -- -- -- Other -- (108) (464) (103) ---------- ---------- ---------- ---------- Net Loss $ (15,263) $ (38,901) $ (48,455) $ (59,589) ========== ========== ========== ========== Basic and Diluted Loss Per Common Share $ (0.71) $ (2.46) $ (2.28) $ (3.90) ========== ========== ========== ========== Weighted Average Number of Outstanding Shares 21,548 15,844 21,227 15,262 ========== ========== ========== ========== HALSEY DRUG CO., INC. FINANCIAL HIGHLIGHTS CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, (IN THOUSANDS)
2003 2002 -------- -------- ASSETS Current Assets $ 2,122 $ 12,500 Property, Plant and Equipment, Net 3,394 5,367 Other Assets 1,106 1,497 -------- -------- $ 6,622 $ 19,364 ======== ======== LIABILITIES & STOCKHOLDERS' DEFICIT Current Liabilities 5,892 6,567 Long Term Debt, Net 52,797 25,065 Stockholders' Deficit (52,067) (12,268) -------- -------- $ 6,622 $ 19,364 ======== ========