e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2010
or
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from _______ to _______
Commission file Number 001-14471
MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN
(Full title of the Plan)
MEDICIS PHARMACEUTICAL CORPORATION
(Name of the issuer of the securities held pursuant to the Plan)
7720 NORTH DOBSON ROAD
SCOTTSDALE, ARIZONA 85256
(Address of principal executive office of the issuer)
MEDICIS PHARMACEUTICAL CORPORATION 401(k) PLAN
Index of Financial Statements and Exhibits
Item
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits at December 31, 2010 and 2009
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2010
Notes to Financial Statements
Schedule H, Line 4(i), Schedule of Assets (Held at End of Year)
Signature
Exhibit 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Financial Statements and
Supplemental Schedule
Medicis Pharmaceutical Corporation 401(k) Plan
December 31, 2010 and 2009, and Year Ended December 31, 2010
With Report of Independent Registered Public Accounting Firm
Medicis Pharmaceutical Corporation 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009, and Year Ended December 31, 2010
Contents
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1 |
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Financial Statements |
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2 |
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3 |
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4 |
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16 |
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EX-23 |
Report of Independent Registered Public Accounting Firm
Medicis Pharmaceutical Corporation
As Plan Administrator of the Medicis Pharmaceutical Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Medicis
Pharmaceutical Corporation 401(k) Plan as of December 31, 2010 and 2009, and the related statement
of changes in net assets available for benefits for the year ended December 31, 2010. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the
changes in its net assets available for benefits for the year ended December 31, 2010, in
conformity with US generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2010, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Phoenix, Arizona
July 12, 2011
1
Medicis Pharmaceutical Corporation 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2010 |
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2009 |
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Assets |
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Investments, at fair value |
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$ |
47,236,058 |
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$ |
35,680,641 |
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Employer contributions receivable |
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3,097,709 |
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2,205,897 |
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Participant contributions receivable |
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111,328 |
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103,566 |
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Notes receivable from participants |
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547,447 |
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516,664 |
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Interest and dividend receivable |
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12,168 |
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8,282 |
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Net assets reflecting investments at fair value |
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51,004,710 |
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38,515,050 |
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Adjustment from fair value to contract value for fully |
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benefit-responsive investment contracts |
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(103,656 |
) |
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(18,411 |
) |
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Net assets available for benefits |
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$ |
50,901,054 |
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$ |
38,496,639 |
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See accompanying notes.
2
Medicis Pharmaceutical Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010
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Additions |
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Net investment income: |
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Interest and dividend income |
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$ |
798,272 |
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Net appreciation in fair value of investments |
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4,802,372 |
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Net investment income |
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5,600,644 |
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Contributions: |
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Participant contributions |
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5,344,389 |
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Rollover contributions |
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757,598 |
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Employer contributions |
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4,722,179 |
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Total contributions |
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10,824,166 |
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Deductions |
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Benefits paid directly to participants |
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(3,955,071 |
) |
Administrative expenses |
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(65,324 |
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Total deductions |
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(4,020,395 |
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Net increase |
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12,404,415 |
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Net assets available for benefits: |
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Beginning of year |
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38,496,639 |
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End of year |
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$ |
50,901,054 |
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See accompanying notes.
3
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements
December 31, 2010
1. Description of the Plan
General
The Medicis Pharmaceutical Corporation 401(k) Plan, as amended, (the Plan) is a defined
contribution plan available to eligible employees of Medicis Pharmaceutical Corporation (the
Company or Plan Sponsor). The Plan covers all employees who have attained age 21 and excludes
individuals who are hired for a special project which is not expected to last more than 6 months.
Eligible employees may elect to join the Plan on their initial employment date but must complete
1,000 hours of service in order to receive profit sharing contributions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). In
accordance with the terms of the Plan, an automatic enrollment feature was added effective July 1,
2010; this feature is available only to employees hired or rehired after the effective date. For a
more complete description of the Plans provisions, please refer to the Plan document.
Contributions
Participants may make pre-tax or after-tax contributions up to 100% of their annual compensation as
defined by the Plan, and subject to the annual limits of the Internal Revenue Code (the Code).
Participants direct their elective contributions into various investment options offered by the
Plan and can change their investment options on a daily basis. Participants may also contribute
amounts representing distributions from other qualified plans.
The Plan Sponsor makes matching contributions in amounts equal to 50% of the first 6% of the
participants contributions. In addition, the Plan Sponsor may, at its sole discretion, make a
profit sharing contribution to the Plan for any Plan year. Profit sharing contributions totaled
$2,899,490 and matching contributions totaled $1,822,689 during 2010. The profit sharing
contribution is provided to all eligible participants based on their relative percentage of
eligible compensation for the year; this amount is paid after year end and included in Employer
contributions receivable in the Statements of Net Assets Available for Benefits.
Participant Accounts
Each participants account is credited with the participants and Company contributions and the
allocation of Plan earnings. Each account is also charged with an allocation of administrative
expenses not paid by the Plan Sponsor. The benefit to which a participant is allowed is limited to
the vested balance in his or her account.
4
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Participants vest immediately in their elective contributions plus actual earnings thereon, and
such amounts are nonforfeitable. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant is 20% vested after
two full years of service and vests 60% after three years and 100% after four years. A participant
becomes fully vested upon disability or death or reaching normal retirement age, as defined by the
Plan.
Participant Loans
Participants may borrow from their accounts a minimum of $1,000 to a maximum equal to the lesser of
$50,000 or 50% of their vested account balance. Loan terms range from one month to five years, not
to exceed five years. A participant can have only one loan outstanding at any point in time. The
loans bear interest at a rate as determined by the Plan Administrator. Principal and interest is
paid ratably through payroll deductions. If a participant terminates employment with the Company,
they may continue to make loan payments up to 90 days after termination through a pre-authorized
check agreement. If the loan is not repaid, it will be treated as a distribution.
Forfeitures
Forfeited balances of terminated participants nonvested accounts are used to pay Plan expenses not
paid by the Plan Sponsor or used to reduce future Plan Sponsor contributions. Forfeited
contributions totaled $218,794 in 2010 with $102,855 used to reduce employer contributions, and the
Plan did not use forfeitures to pay Plan expenses. At December 31, 2010 and 2009, unallocated
forfeitures totaled $226,884 and $110,349, respectively.
Benefit Payments
Upon termination of service for any reason, a participants account is generally distributed in a
single lump-sum payment upon request. If the account balance is $1,000 or less, the entire vested
balance is distributed to the participant.
5
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan
at any time, subject to the provisions of ERISA. In the event of a termination of the Plan,
participants will become fully vested in their accounts.
Administrative Expenses
The Company typically pays the majority of the administrative expenses for the Plan.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on an accrual basis of
accounting. Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid
principal balance plus any accrued but unpaid interest. Interest income on notes receivable from
participants is recorded when it is earned. Related fees are recorded as administrative expenses
and are expensed when they are incurred. No allowance for credit losses has been recorded as of
December 31, 2010 or 2009. If a participant ceases to make loan repayments and the Plan
Administrator deems the participant loan to be a distribution, the participant loan balance is
reduced and a benefit payment is recorded.
Investments Valuation and Income Recognition
All Plan investments are held by The Charles Schwab Trust Company (Charles Schwab or the Trustee)
and are stated at fair value. Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date (an exit price). See Note 4 for further discussion and disclosures related to fair
value measurements.
The Schwab Stable Value Fund invests in fully benefit-responsive investment contracts. These
investment contracts are recorded at fair value; however, since these contracts are fully
benefit-responsive, an adjustment is reflected in the Statements of Net Assets Available for
Benefits to
6
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
present these investments at contract value. Contract value is the relevant measurement
attributable to fully benefit-responsive investment contracts because contract value is the amount
participants would receive if they were to initiate permitted transactions under the terms of the
Plan. The contract value represents contributions plus earnings, less participant withdrawals and
administrative expenses.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Net appreciation includes the Plans gains and losses on investments bought, sold, and held during
the year.
Investment securities are exposed to various risks, such as interest rate, credit and market
volatility risks. The Plans exposure to credit loss in the event of nonperformance of investments
is limited to the carrying value of such investments. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in risks in the near
term could materially affect the amounts reported in the Statements of Net Assets Available for
Benefits.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates that affect the amounts reported in the
financial statements, accompanying notes, and supplemental schedule. Actual results could differ
from these estimates.
New Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2010-06, Improving Disclosures About Fair Value Measurements (ASU 2010-06). ASU 2010-06
amended Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures to
clarify certain existing fair value disclosures and require additional disclosure. This update
requires entities to (i) disclose separately the amounts of significant transfers in and out of
Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii)
present separately (i.e., on a gross basis rather than as one net number), information about
purchases, sales, issuances, and settlements in the rollforward of changes in Level 3 fair value
measurements. The update requires fair value disclosures by class of assets and liabilities rather
than by major category or line item in the statement of financial
7
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
position. Disclosures regarding the valuation techniques and inputs used to measure fair value for
both recurring and nonrecurring fair value measurements for assets and liabilities in both Level 2
and Level 3 are also required. For all portions of the update except the gross presentation of
activity in the Level 3 rollforward, this standard is effective for interim and annual reporting
periods beginning after December 15, 2009. For the gross presentation of activity in the Level 3
rollforward, this guidance is effective for fiscal years beginning after December 15, 2010. Since
ASU 2010-06 only affects fair value measurement disclosures, adoption of ASU 2010-06 did not have
any affect on the Plans net assets available for benefits or its changes in net assets available
for benefits.
In September 2010, the FASB issued ASU 2010-25, Reporting Loans to Participants by Defined
Contribution Pension Plans. ASU 2010-25 requires participant loans to be measured at their unpaid
principal balance plus any accrued but unpaid interest and classified as notes receivable
from participants. Previously, loans were measured at fair value and classified as investments. ASU
2010-25 is effective for fiscal years ending after December 15, 2010 and is required to be applied
retrospectively. Adoption of ASU 2010-25 did not change the value of participant loans from the
amount previously reported as of December 31, 2009. Participant loans have been reclassified to
notes receivable from participants as of December 31, 2009.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurements and
Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 amended ASC 820 to converge the fair
value measurement guidance in US generally accepted accounting principles (GAAP) and International
Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing
fair value measurement requirements, while other amendments change a particular principle in ASC
820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be
applied prospectively and are effective for annual periods beginning after December 15, 2011. Plan
management is currently evaluating the effect that the provisions of ASU 2011-04 will have on the
Plans financial statements.
Reclassifications
Certain prior year amounts have been reclassified in these financial statements to conform to the
current year presentation. Such reclassifications had no effect on net assets available for
benefits as previously reported.
8
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
3. Investments
The fair value of individual investments that represent 5% or more of the Plans net assets
available for benefits is as follows:
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December 31, |
|
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2010 |
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2009 |
|
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Schwab Managed Retirement 2030 Cl II |
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$ |
5,192,420 |
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$ |
4,102,764 |
|
Investment Co of America R5 |
|
|
4,885,182 |
|
|
|
4,261,207 |
|
Schwab Stable Value Instl** |
|
|
4,121,312 |
|
|
|
2,686,660 |
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Schwab Managed Retirement 2040 C1 II |
|
|
3,376,818 |
|
|
|
1,957,447 |
|
Goldman Sachs Mid Cap Value Instl |
|
|
3,287,174 |
|
|
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2,332,772 |
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Thornburg International Value I |
|
|
3,132,485 |
|
|
|
2,247,907 |
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PIMCO Total Return Fund Cl A |
|
|
3,114,119 |
|
|
|
2,329,121 |
|
Vanguard Mid Cap Growth Idx Inv |
|
|
3,078,437 |
|
|
|
2,018,674 |
|
William Blair International Growth Fund I |
|
|
2,851,267 |
|
|
|
2,288,349 |
|
Medicis Pharmaceutical Corporation Class A
Common Stock |
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|
* |
|
|
|
2,261,218 |
|
Schwab Managed Retirement 2020 C1 II |
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* |
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|
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2,227,123 |
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* |
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Investment balance represents less than 5% of net assets for indicated year. |
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** |
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The contract value of the Plans investment in the Schwab Stable Value Instl was $4,017,656 and
$2,668,249 at December 31, 2010 and 2009, respectively. |
During 2010, the Plans investments (including investments purchased, sold, as well as held during
the year) appreciated (depreciated) in fair value as follows:
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Mutual funds |
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$ |
3,166,227 |
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Common collective trust funds |
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1,649,364 |
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Common stock |
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(13,219 |
) |
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Total |
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$ |
4,802,372 |
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4. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date (i.e., an
exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets
9
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy are described below:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets
or liabilities in active markets that the Plan has the ability to access.
Level 2: Inputs to the valuation methodology include:
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Quoted prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive markets; |
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Inputs other than quoted prices that are observable for the asset or liability; |
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Inputs that are derived principally from or corroborated by observable market data by
correlation or other means. |
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If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability. |
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
The following is a description of the valuation methodologies used for investments measured at fair
value.
Mutual funds: Valued at the net asset value, based on quoted market prices in active markets, of shares held by the Plan at year end.
10
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
Medicis Pharmaceutical Corporation common stock: Valued at the closing price reported on the
active market on which the security is traded.
Money market funds: Valued at amortized cost, which approximates fair value.
Self-directed brokerage account: Consists of mutual and money market funds valued using the
methodologies described previously.
Common collective trust funds (the CCTs): The CCTs are valued at the net asset value of units
held by the Plan at year-end based on estimated fair values of the underlying marketable
securities and discounted cash flows for underlying fully benefit-responsive investment
contracts.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at reporting date.
11
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
The following table sets forth by level, within the fair value hierarchy, the Plans investments at
fair value as of December 31, 2010 and 2009:
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December 31, 2010 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Large Cap Value/Growth |
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$ |
4,884,646 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,884,646 |
|
Large Cap Blend |
|
|
4,885,182 |
|
|
|
|
|
|
|
|
|
|
|
4,885,182 |
|
Foreign Large Cap Growth |
|
|
5,983,751 |
|
|
|
|
|
|
|
|
|
|
|
5,983,751 |
|
Mid Cap Value/Growth |
|
|
6,365,611 |
|
|
|
|
|
|
|
|
|
|
|
6,365,611 |
|
Bond Funds |
|
|
3,614,420 |
|
|
|
|
|
|
|
|
|
|
|
3,614,420 |
|
Global Real Estate |
|
|
1,435,724 |
|
|
|
|
|
|
|
|
|
|
|
1,435,724 |
|
Medicis Pharmaceutical Corporation common
stock |
|
|
1,807,816 |
|
|
|
|
|
|
|
|
|
|
|
1,807,816 |
|
Self-direct brokerage account |
|
|
1,861,076 |
|
|
|
|
|
|
|
|
|
|
|
1,861,076 |
|
Money market funds |
|
|
|
|
|
|
285 |
|
|
|
|
|
|
|
285 |
|
Common collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Funds |
|
|
|
|
|
|
12,276,235 |
|
|
|
|
|
|
|
12,276,235 |
|
Fixed Income |
|
|
|
|
|
|
4,121,312 |
|
|
|
|
|
|
|
4,121,312 |
|
|
|
|
Total investments at fair value |
|
$ |
30,838,226 |
|
|
$ |
16,397,832 |
|
|
$ |
|
|
|
$ |
47,236,058 |
|
|
|
|
12
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap Value/Growth |
|
$ |
3,555,284 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,555,284 |
|
Large Cap Blend |
|
|
4,261,206 |
|
|
|
|
|
|
|
|
|
|
|
4,261,206 |
|
Foreign Large Cap Growth |
|
|
4,536,255 |
|
|
|
|
|
|
|
|
|
|
|
4,536,255 |
|
Mid Cap Value/Growth |
|
|
4,351,446 |
|
|
|
|
|
|
|
|
|
|
|
4,351,446 |
|
Bond Funds |
|
|
2,361,151 |
|
|
|
|
|
|
|
|
|
|
|
2,361,151 |
|
Global Real Estate |
|
|
1,073,634 |
|
|
|
|
|
|
|
|
|
|
|
1,073,634 |
|
Medicis Pharmaceutical Corporation common
stock |
|
|
2,261,218 |
|
|
|
|
|
|
|
|
|
|
|
2,261,218 |
|
Self-direct brokerage account |
|
|
1,249,853 |
|
|
|
|
|
|
|
|
|
|
|
1,249,853 |
|
Money market funds |
|
|
|
|
|
|
187 |
|
|
|
|
|
|
|
187 |
|
Common collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Funds |
|
|
|
|
|
|
9,343,747 |
|
|
|
|
|
|
|
9,343,747 |
|
Fixed Income |
|
|
|
|
|
|
2,686,660 |
|
|
|
|
|
|
|
2,686,660 |
|
|
|
|
Total investments at fair value |
|
$ |
23,650,047 |
|
|
$ |
12,030,594 |
|
|
$ |
|
|
|
$ |
35,680,641 |
|
|
|
|
The investment objectives and underlying investments of the CCTs vary, with the majority holding
diversified portfolios of domestic and international equity, fixed income and stable value
investments, and the remainder holding primarily fixed income investments. Each CCT provides for
daily redemption by the Plan and participants, with the exception of the Schwab Stable Value Instl
fund (Stable Value fund). A complete redemption of the Stable Value fund by the Plan could be
subject to a restriction on redemption for up to 12 months.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 17,
2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the
related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualified status. The Plan Sponsor has indicated that it will take
the necessary steps, if any, to maintain the Plans qualified status.
13
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
5. Income Tax Status (continued)
Plan management evaluates uncertain tax positions taken by the Plan. The financial statement
effects of a tax position are recognized when the position is more likely than not, based on the
technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed
the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no
uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties
related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions;
however, there are currently no audits for any tax periods in progress. The Plan Administrator
believes it is no longer subject to income tax examinations for years prior to 2007.
6. Parties-In-Interest
Certain Plan investments are shares in mutual funds or units of common collective trust funds
managed by Charles Schwab or its affiliates. Because Charles Schwab is the Plans trustee, these
transactions qualify as party-in-interest transactions. In addition, certain Plan investments are
in Medicis Pharmaceutical Corporation Class A Common Stock. These transactions also qualify as
party-in-interest transactions. Still other Plan investments are made in the form of loans to Plan
participants. These transactions also qualify as party-in-interest transactions. All of these
party-in-interest transactions are exempt from the prohibited transactions rules under ERISA.
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2010 |
|
2009 |
|
|
|
Net assets available for benefits per the
financial statements |
|
$ |
50,901,054 |
|
|
$ |
38,496,639 |
|
Investment contract valuation adjustment
from contract value to fair value |
|
|
103,656 |
|
|
|
18,411 |
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
51,004,710 |
|
|
$ |
38,515,050 |
|
|
|
|
14
Medicis Pharmaceutical Corporation 401(k) Plan
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to Form 5500 (continued)
The following is a reconciliation of the net increase in net assets available for benefits per the
financial statements to the Form 5500:
|
|
|
|
|
|
|
2010 |
|
Net increase in net assets available for benefits per the
financial statements |
|
$ |
12,404,415 |
|
Adjustment from contract value to fair value at December 31, 2009 |
|
|
(18,411 |
) |
Adjustment from contract value to fair value at December 31, 2010 |
|
|
103,656 |
|
|
|
|
|
Net increase in net assets available for benefits per Form 5500 |
|
$ |
12,489,660 |
|
|
|
|
|
8. Other Matters
Ernst & Young LLP (E&Y), the independent registered public accounting firm which audited the Plan,
has advised the audit committee of the board of directors of the Company (the Audit Committee) that for the
Plan years ended December 31, 2007, 2008 and 2009, E&Y was not in compliance with the standards for auditor independence
to have an engagement quality review performed by a partner that was
qualified to perform the review because E&Y did not
timely comply with the requirement that the concurring partner for
the Plan rotate off the account. E&Y had a qualified
and independent partner re-perform the independent review procedures for the Plan for the fiscal years ended December 31,
2007, 2008 and 2009, and concluded that no changes to the financial
statements were necessary. After review, E&Y has
concluded that this required audit procedure has been completed and that it is capable of exercising objective and
impartial judgment with respect to the audits of the Plans financial statements. The Plan and Audit Committee have
reviewed the matter and concur with E&Ys conclusion that this
violation does not impair E&Ys ability to exercise
objective and impartial judgment in connection with the audit of the Plans financial statements.
15
Medicis Pharmaceutical Corporation 401(k) Plan
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
EIN: 52-1574808 PN: 001
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Including Maturity Date, Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of Issue, Borrower, Lessor, or |
|
of Interest, Collateral, Par, |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
Similar Party |
|
or Maturity Value |
|
|
Shares |
|
|
Cost |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon Lgcp Val Instl |
|
Registered Investment Company |
|
|
46,078 |
|
|
|
* |
* |
|
$ |
898,519 |
|
|
|
|
|
Brandywine Blue Fund |
|
Registered Investment Company |
|
|
84,246 |
|
|
|
* |
* |
|
|
2,160,072 |
|
|
|
|
|
Cohen & Steers Institutional Global Realty |
|
Registered Investment Company |
|
|
69,292 |
|
|
|
* |
* |
|
|
1,435,724 |
|
|
|
|
|
Goldman Sachs Mid Cap Value Instl |
|
Registered Investment Company |
|
|
90,932 |
|
|
|
* |
* |
|
|
3,287,174 |
|
|
|
|
|
Investment Co of America R5 |
|
Registered Investment Company |
|
|
173,541 |
|
|
|
* |
* |
|
|
4,885,182 |
|
|
|
|
|
MFS Value Fund Class A |
|
Registered Investment Company |
|
|
80,055 |
|
|
|
* |
* |
|
|
1,826,054 |
|
|
|
|
|
PIMCO All Asset All Authority Inst |
|
Registered Investment Company |
|
|
47,332 |
|
|
|
* |
* |
|
|
500,301 |
|
|
|
|
|
PIMCO Total Return Fund Cl A |
|
Registered Investment Company |
|
|
287,016 |
|
|
|
* |
* |
|
|
3,114,119 |
|
|
|
|
|
Thornburg International Value I |
|
Registered Investment Company |
|
|
109,375 |
|
|
|
* |
* |
|
|
3,132,485 |
|
|
|
|
|
Vanguard Mid Cap Growth Idx Inv |
|
Registered Investment Company |
|
|
125,856 |
|
|
|
* |
* |
|
|
3,078,437 |
|
|
|
|
|
William Blair International Growth Fund I |
|
Registered Investment Company |
|
|
127,631 |
|
|
|
* |
* |
|
|
2,851,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Self-direct brokerage account |
|
Various Registered Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Mutual Funds |
|
|
|
|
|
|
* |
* |
|
|
1,337,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Schwab Managed Retirement 2010 C1 II |
|
Common Collective Trust Fund |
|
|
48,734 |
|
|
|
* |
* |
|
|
806,549 |
|
|
* |
|
|
Schwab Managed Retirement 2020 C1 II |
|
Common Collective Trust Fund |
|
|
132,114 |
|
|
|
* |
* |
|
|
2,318,604 |
|
|
* |
|
|
Schwab Managed Retirement 2030 C1 II |
|
Common Collective Trust Fund |
|
|
285,141 |
|
|
|
* |
* |
|
|
5,192,420 |
|
|
* |
|
|
Schwab Managed Retirement 2040 C1 II |
|
Common Collective Trust Fund |
|
|
183,623 |
|
|
|
* |
* |
|
|
3,376,818 |
|
|
* |
|
|
Schwab Managed Retirement 2050 C1 II |
|
Common Collective Trust Fund |
|
|
55,447 |
|
|
|
* |
* |
|
|
542,273 |
|
|
* |
|
|
Schwab Managed Retirement Income II |
|
Common Collective Trust Fund |
|
|
3,032 |
|
|
|
* |
* |
|
|
39,571 |
|
|
* |
|
|
Schwab Stable Value Instl |
|
Common Collective Trust Fund |
|
|
205,561 |
|
|
|
* |
* |
|
|
4,121,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Medicis Pharmaceutical Corporation
Class A Common Stock |
|
Employer Securities |
|
|
67,481 |
|
|
|
* |
* |
|
|
1,807,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Stock Liquidity |
|
Money Market |
|
|
|
|
|
|
* |
* |
|
|
285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Schwab Municipal Money Fund |
|
Short-term investments |
|
|
|
|
|
|
* |
* |
|
|
7,313 |
|
|
* |
|
|
Schwab Money Market Fund |
|
Short-term investments |
|
|
|
|
|
|
* |
* |
|
|
419,539 |
|
|
* |
|
|
Cash included in Self-Brokerage Investments |
|
Short-term investments |
|
|
|
|
|
|
* |
* |
|
|
96,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,236,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Medicis Pharmaceutical Corporation 401(k) Plan
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
EIN: 52-1574808 PN: 001
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Including Maturity Date, Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of Issue, Borrower, Lessor, or |
|
of Interest, Collateral, Par, |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
Similar Party |
|
or Maturity Value |
|
|
Shares |
|
|
Cost |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
Participant loans |
|
Notes receivable from participants, Interest rates ranging from 4.25% to 9.50%; various maturities |
|
|
|
|
|
|
* |
* |
|
|
547,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,783,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in interest as defined by ERISA |
|
** |
|
Investments are participant-directed, therefore cost information is not required. |
17
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934 the Plan Administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
MEDICIS PHARMACEUTICAL
CORPORATION 401(k) PLAN
(Full Title of the Plan)
|
|
Date: July 12, 2011 |
By: |
/s/ RICHARD D. PETERSON
|
|
|
|
Richard D. Peterson |
|
|
|
Executive Vice President, Chief
Financial Officer and Treasurer of
Medicis Pharmaceutical Corporation,
issuer of the securities held pursuant to
the Plan (Plan Administrator) |
|