Attached files
file | filename |
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8-K/A - FORM 8-K/A - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989e8vkza.htm |
EX-99.3 - EX-99.3 - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989exv99w3.htm |
EX-99.2 - EX-99.2 - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989exv99w2.htm |
EX-23.1 - EX-23.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989exv23w1.htm |
Exhibit 99.1
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Financial Report
December 31, 2009
December 31, 2009
McGladrey & Pullen, LLP is a member firm of RSM International
an affiliation of separate and independent legal entities.
an affiliation of separate and independent legal entities.
Princeton Pharma Holdings, LLC and Subsidiary
Contents
Independent Auditors Report |
1 | |||
Financial Statements |
||||
Consolidated Balance Sheet |
2 | |||
Consolidated Statement of Operations and Members Equity |
3 | |||
Consolidated Statement of Cash Flows |
4 | |||
Notes to Consolidated Financial Statements |
5 |
2
Independent Auditors Report
To the Board of Directors
Princeton Pharma Holdings, LLC and Subsidiary
Princeton, New Jersey
Princeton Pharma Holdings, LLC and Subsidiary
Princeton, New Jersey
We have audited the accompanying consolidated balance sheet of Princeton Pharma Holdings, LLC and
Subsidiary as of December 31, 2009, and the related consolidated statements of operations and
members equity and cash flows for the year then ended. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Princeton Pharma Holdings, LLC and Subsidiary as of
December 31, 2009, and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States of America.
/s/ McGladrey & Pullen, LLP
Blue Bell, Pennsylvania
March 8, 2010
Blue Bell, Pennsylvania
March 8, 2010
1
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Balance Sheet
December 31, 2009
$ in Thousands
December 31, 2009
$ in Thousands
Assets |
||||
Current Assets |
||||
Cash |
$ | 11,119 | ||
Trade receivables, net of allowances |
5,331 | |||
Receivable from seller |
975 | |||
Inventories |
12,176 | |||
Prepaid expenses and other current assets |
1,291 | |||
Prepaid and refundable income taxes |
535 | |||
Deferred income taxes |
2,896 | |||
Total current assets |
34,323 | |||
Property and Equipment, net |
2,337 | |||
Other Assets |
||||
Debt issue costs, net |
1,299 | |||
Intangibles, net |
49,671 | |||
Goodwill |
6,650 | |||
Restricted cash |
27 | |||
57,647 | ||||
$ | 94,307 | |||
Liabilities and Members Equity |
||||
Current Liabilities |
||||
Current portion of long-term liabilities |
$ | 2,695 | ||
Accounts payable |
5,529 | |||
Accrued expenses |
3,422 | |||
Income taxes payable |
674 | |||
Total current liabilities |
12,320 | |||
Long-Term Liabilities, net of current portion |
||||
Senior term loan payable |
21,250 | |||
Subordinated loan payable |
4,000 | |||
Deferred acquisition payments |
7,060 | |||
Non-current accounts payable |
1,482 | |||
Deferred income taxes |
10,215 | |||
44,007 | ||||
Commitments and Contingencies (Note 7) |
||||
Members Equity |
37,980 | |||
$ | 94,307 | |||
See Notes to Consolidated Financial Statements.
2
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Statement of Operations and Members Equity
Year Ended December 31, 2009
$ in Thousands
Year Ended December 31, 2009
$ in Thousands
Net sales |
$ | 59,452 | ||
Cost of sales |
11,239 | |||
Gross profit |
48,213 | |||
Operating costs and expenses |
||||
General and administrative |
12,128 | |||
Sales, marketing and business development |
10,511 | |||
Distribution |
5,274 | |||
Depreciation and amortization |
1,777 | |||
Loss on impairment of intangibles |
1,400 | |||
31,090 | ||||
Operating income |
17,123 | |||
Interest expense, net of interest income of $43 |
4,071 | |||
Income before income tax expense |
13,052 | |||
Income tax expense |
4,488 | |||
Net income |
8,564 | |||
Members equity, beginning |
29,514 | |||
Repurchase member interests |
(488 | ) | ||
Equity based compensation expense |
390 | |||
Members equity, ending |
$ | 37,980 | ||
See Notes to Consolidated Financial Statements.
3
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Statement of Cash Flows
Year Ended December 31, 2009
$ in Thousands
Year Ended December 31, 2009
$ in Thousands
Cash Flows from Operating Activities |
||||
Net income |
$ | 8,564 | ||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||
Increase in trade receivable allowances |
3,395 | |||
Equity based compensation expense |
390 | |||
Depreciation and amortization |
1,777 | |||
Loss on impairment of intangibles |
1,400 | |||
Accretion of deferred acquisition payments |
960 | |||
Amortization of debt issue costs |
527 | |||
Deferred income tax benefit |
(1,820 | ) | ||
(Increase) decrease in assets: |
||||
Trade receivables |
(6,917 | ) | ||
Receivable from (due to) seller |
(266 | ) | ||
Inventories |
(3,973 | ) | ||
Prepaid expenses and other current assets |
(267 | ) | ||
Prepaid and refundable income taxes |
(320 | ) | ||
Restricted cash |
23 | |||
Increase (decrease) in liabilities: |
||||
Accounts payable |
(2,220 | ) | ||
Accrued expenses |
713 | |||
Income taxes payable |
582 | |||
Refundable income taxes due to seller |
(10 | ) | ||
Net cash provided by operating activities |
2,538 | |||
Cash Flows from Investing Activities |
||||
Acquisition |
(18,500 | ) | ||
Capital expenditures |
(217 | ) | ||
Net cash used in investing activities |
(18,717 | ) | ||
Cash Flows from Financing Activities |
||||
Proceeds of senior term loan |
25,000 | |||
Debt issue costs |
(1,622 | ) | ||
Repayment of senior term loan |
(1,406 | ) | ||
Repayment of subordinated notes |
(7,000 | ) | ||
Repurchase member equity interests |
(488 | ) | ||
Net cash provided by financing activities |
14,484 | |||
Net decrease in cash |
(1,695 | ) | ||
Cash, beginning |
12,814 | |||
Cash, ending |
$ | 11,119 | ||
Supplemental Disclosure of Cash Flow Information: |
||||
Cash paid during the period for: |
||||
Interest |
$ | 2,884 | ||
Income taxes |
$ | 6,100 | ||
Supplemental Disclosure of Non-Cash Operating and Financing
Activities: |
||||
The Company purchased approximately $1,833 of active pharmaceutical
ingredient for one of its products from Merck under extended repayment terms. |
See Notes to Consolidated Financial Statements.
4
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations: Princeton Pharma Holdings, LLC (PPH) was incorporated in Delaware
on July 28, 2006, with the purpose of acquiring medically essential pharmaceuticals and expanding
their utilization through improved distribution, customer education and product enhancement. PPH
had no significant operations until October 12, 2006, when it acquired all of the outstanding stock
of Aton Pharma, Inc. (Aton), a company with seven mature pharmaceutical products, from Merck and
Co, Inc. (Merck). During 2009, Aton acquired certain additional pharmaceutical products from
Merck. Through its wholly owned subsidiary, Aton, PPH provides unique medicines to patients around
the world utilizing established distribution channels. Aton primarily sells its products in the
United States, but also sells in a number of foreign markets, both as a registered product and
through named patient sales. Aton sells its branded products through a limited number of wholesale
drug distributors who, in-turn, supply products to pharmacies, hospitals, government agencies and
directly to physicians. Aton sells its authorized generic product primarily through direct
channels to large retail pharmacies.
A summary of the Companys significant accounting policies is as follows:
Principles of Consolidation: The consolidated financial statements include the accounts of
PPH and its wholly-owned subsidiary, Aton (collectively the Company or PPH). All material
intercompany balances and transactions have been eliminated in consolidation.
Estimates: The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates and assumptions in the consolidated financial
statements include sales returns and allowances and the valuation of long-lived assets.
Revenue Recognition: Product revenue is recognized when all four of the following criteria
are met (1) the Company has persuasive evidence an arrangement exists, (2) the price is fixed and
determinable, (3) title has passed, and (4) collection is reasonably assured. This typically
occurs at the time products are received by the customer, generally a wholesale distributor.
The Company sells product internationally via product sales by third party distributors in
countries where those products are registered and on a named patient basis in countries where those
products are not registered. Sales in registered countries through 2008 were primarily made
through a contractual arrangement with Merck. Inventory distributed was from a supply controlled
and owned by Merck. Profits from these sales net of Merck service fees and applicable taxes were
recognized monthly by the Company based on reporting from Merck. The Company began the process of
transferring the majority of these registrations into Aton or its Designees during 2008 and
accordingly the sales made through contractual arrangements with Merck have declined. During 2009,
the Company has made substantial progress in completing the registration transfers from Merck and
expects to complete the registration transfers during 2010.
During 2007, the Company entered into an agreement with Valeo Pharma to distribute and co-market
its products in Canada. Under the agreement, Valeo Pharma purchases product from the Company at
cost, and share profits and losses so that both the Company and Valeo Pharma receive 50% of the net
pre-tax profits of the collaboration. Valeo Pharma calculates the profit net of marketing and
distribution costs on product sold to third parties on a monthly
basis. The Company recognizes revenue for product shipped to Valeo Pharma at time of shipment and
recognizes the additional profit sharing from the collaboration at the time product is shipped to a
third party customer by Valeo Pharma. Distribution and marketing costs of the collaboration are
classified as operating costs and expenses in the accompanying consolidated statements of
operations and members equity when the profit sharing portion of the revenue is recognized.
5
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Revenue Recognition (Continued): During 2007, the Company entered into an agreement with
IDIS Ltd (IDIS) to provide for named patient sales in non-registered countries. IDIS named
patient sales are made on a consignment basis and revenue is recognized monthly based on sales data
and inventory data supplied by IDIS. IDIS also acts as the Companys agent for sales in certain
European countries where one of the Companys drugs is registered.
During 2008, the Company entered into agreements with certain foreign companies to market and
distribute and its products in the Asia Pacific region, Argentina and Brazil. Under the terms of
these agreements, the Company recognizes revenue when the product is shipped to the distributors.
Provisions for Sales Returns and Allowances: As customary in the pharmaceutical industry,
the Companys gross product sales are subject to a variety of deductions in arriving at reported
net product sales. When the Company recognizes revenue from the sale of its products, an estimate
of sales returns and allowances (SRA) is recorded which reduces product sales and trade accounts
receivable. These adjustments include estimates for chargebacks, rebates, cash discounts and
returns allowances. These provisions are estimated based on historical payment experience,
historical relationship to revenues, estimated customer inventory levels and current contract sales
terms with direct and indirect customers. The Company works with its wholesalers to maintain an
inventory of its products of approximately 30 days.
A chargeback represents an amount payable in the future to a wholesaler for the difference between
the invoice price paid to the Company by the wholesale customer for a particular product and the
negotiated contract price that the wholesalers customer pays for that product. Chargebacks
primarily relate to sales by wholesalers made to qualifying institutions under governmental
contract pricing.
Rebates consist of Medicaid rebates based on claims from Medicaid benefit providers. The provision
for Medicaid rebates is based upon historical experience of claims submitted by the various states,
including historical payment rates, historical percentage of each products sale subject to the
Medicaid rebate and the estimated lag time from sale to the customer and purchase by the patient
under the Medicaid program.
Cash discounts are provided to customers that pay within a specific period. The provision for cash
discounts are estimated based upon invoice billings, utilizing historical customer payment
experience. Customer payment experience is fairly consistent and most customer payments qualify
for the cash discount. Accordingly, the Companys provision for cash discounts is readily
determinable.
Consistent with industry practice, the Company maintains a return policy that allows customers to
return product for credit. The Companys estimate of the provision for returns is based upon
historical -averages for product returns as well as the most recent experience of actual customer
returns. The Company has limited history of actual return data and continually monitors its
estimates as actual product data is received. Actual returns are tracked by individual production
lots so that historical trend rates can be refined. The Company makes adjustments to the current
period provision for returns when it appears product returns may differ from original estimates.
6
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Provisions for Sales Returns and Allowances (Continued): The following table summarizes
the activity in the Companys major categories of SRA:
Chargebacks | Rebates | Cash Discounts | Returns | Total | ||||||||||||||||
Balance at December 31, 2008 |
$ | 174 | $ | 1,038 | $ | 87 | $ | 2,363 | $ | 3,662 | ||||||||||
Provision |
3,306 | 3,711 | 1,151 | 2,561 | 10,729 | |||||||||||||||
Provision for recall |
| | | 342 | 342 | |||||||||||||||
Credits and payments |
(2,926 | ) | (2,908 | ) | (1,036 | ) | (806 | ) | (7,676 | ) | ||||||||||
Balance at December 31, 2009 |
$ | 554 | $ | 1,841 | $ | 202 | $ | 4,460 | $ | 7,057 | ||||||||||
Trade Receivables: Trade receivables are recorded at the invoiced amount. The Company
provides an allowance for doubtful accounts which is the Companys best estimate of the amount of
probable credit losses in the Companys existing accounts receivable. The Company determines the
allowance based on specific review of its accounts receivable and past due or delinquency status is
based on contractual terms. Interest is not charged on past due accounts. At December 31, 2009
the allowance for doubtful accounts was $10.
Shipping and Handling Costs: The Company classifies all amounts billed to customers
related to shipping and handling as revenues. The cost of shipping products to the customer is
recognized at the time the products are shipped to the customer and the Companys policy is to
classify them as cost of sales. The cost of shipping products to customers classified as cost of
sales was $402 at December 31, 2009.
Receivable from Seller: The Stock and Asset Purchase and License Agreement, dated October
12, 2006, between PPH and Merck contained provisions for Merck to reimburse Aton for credits the
Company issued to its wholesalers for product returns which were originally sold by Merck and for
Merck to continue to sell product in registered countries and remit the gross profit net of
servicing and taxes, as defined, to Aton. At December 31, 2009, amounts due from Merck related to
unreimbursed returns credited to wholesalers was $129.
In conjunction with the acquisition of the Timoptic assets from Merck in February 2009, the Company
entered into an interim Transition Services Agreement (TSA) whereby Merck continued to distribute
the Timoptic products (including billing and cash collections) on behalf of the Company. At
December 31, 2009, amounts due to the Company related to the TSA was $805. The TSA expired on
December 18, 2009.
Amounts due for gross profit from sales to registered countries by Merck at December 31, 2009 was
$41.
7
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Inventories: Inventories are stated at the lower of cost or market. Cost is determined by
the first-in, first-out method. Inventories are in the form of finished goods, raw materials and
work in process and are maintained at several locations due to various contract manufacturing and
distribution agreements the Company has entered into to produce and distribute its products. As of
December 31, 2009, the Companys inventory consists of the following:
Finished goods |
$ | 5,348 | ||
Raw materials and work in process |
6,828 | |||
$ | 12,176 | |||
Property and Equipment: Property and equipment acquired through business combination is
stated at fair value as determined by managements estimates. Subsequent purchases are recorded at
cost. Depreciation and amortization is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives, principally on a straight-line
basis. Estimated useful lives used in determining the depreciation rates are as follows:
Machinery and equipment |
5 to 7 years | |||
Office furniture and fixtures |
5 years | |||
Computers |
5 years | |||
Leasehold improvements |
5 years |
Debt Issue Costs: Debt issue costs of $2,079 are being amortized over the term of the
related debt. Amortization expense for 2009 was $527 and accumulated amortization at December 31,
2009 was $780.
Amortization over the remaining years is as follows:
Years Ending December 31, | ||||
2010 |
$ | 440 | ||
2011 |
357 | |||
2012 |
288 | |||
2013 |
198 | |||
2014 |
16 |
Intangibles: Intangible assets are stated at fair value as determined by an independent
valuation. The acquired intangibles consist of the trade names and trademarks to ten currently
marketed pharmaceutical products and one to a previously marketed pharmaceutical product to be
re-introduced by Aton. Certain trade names and trademarks with a fair value of $8,400 were
determined to have defined lives and are being amortized on the straight-line basis over their
estimated lives ranging from 5 to 10 years. Other identifiable trade names and trademarks with a
fair value of $45,700 were considered to have indefinite lives and therefore are not subject to
amortization. Amortization expense for 2009 was $1,105. During 2009, it was determined that,
based on projected discounted future cash flows, the carrying value of one of the indefinite lived
assets was impaired, resulting in an impairment loss of $1,400.
8
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Intangibles (Continued): Intangible assets consists of the following:
Accumulated | Impairment | Net | ||||||||||||||
Cost | Amortization | Loss | Book Value | |||||||||||||
Non-Amortizable,
tradenames and trademarks |
$ | 45,700 | $ | | $ | 1,400 | $ | 44,300 | ||||||||
Amortizable,
tradenames and trademarks |
8,400 | 3,029 | | 5,371 | ||||||||||||
$ | 54,100 | $ | 3,029 | $ | 1,400 | $ | 49,671 | |||||||||
Amortization over the remaining years is as follows:
Years Ending December 31, | ||||
2010 |
$ | 1,151 | ||
2011 |
1,151 | |||
2012 |
1,151 | |||
2013 |
970 | |||
2014 |
198 | |||
Thereafter |
750 |
Goodwill: The Company has classified as goodwill the cost in excess of fair value of the
tangible and identifiable intangible assets acquired in the Merck 2006 purchase transaction. The
Company accounts for its goodwill in accordance with purchase accounting standards. Goodwill is
subject to periodic testing for impairment. The Company tests goodwill for impairment using the
two-step process. The first step tests for potential impairment, while the second step measures
the amount of impairment, if any. The Company performs the required annual impairment test as of
September 30th of each year.
Impairment of Long-Lived Assets: The Company reviews long-lived assets, including property
and equipment and definite lived intangibles, for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be recoverable. An
impairment loss would be recognized when estimated undiscounted future cash flows expected to
result from the use of the assets and their eventual disposition is less than the carrying amount.
Impairment, if any, is assessed using discounted cash flows. No impairments have occurred to date.
9
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Equity-Based Compensation: The Company recognizes employee equity-based compensation as an
expense in the financial statements and measures such cost at the fair value of the award. The
Company accounts for equity instruments issued to non-employees for goods or services received
based on the fair value of the consideration or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date of the fair value of the equity
instrument issued is the earlier of the date on which the counterpartys performance is complete or
when there is significant disincentive for nonperformance.
Advertising Costs: The Company follows the policy of charging the costs of advertising to
expense as incurred. Total advertising costs charged to expense were $510 for the year ended
December 31, 2009.
Research and Development Costs: Research and development costs are charged to expense as
incurred and totaled $2,024 for the year ended December 31, 2009.
Income Taxes: In 2009 PPH elected to be treated as a taxable corporation for federal and
state income tax purposes. As such, PPH is subject to federal and state income taxes and includes
Atons results in filing of consolidated returns. Income taxes are accounted for on the
asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Prior to 2009, PPH was a limited liability company and was treated as a partnership for federal and
state income tax purposes. As such, taxes were the responsibility of the members and, accordingly
no provision for income taxes was recorded at the PPH level.
On January 1, 2009, the Company adopted the accounting standard on accounting for uncertainty in
income taxes, which address the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under this guidance, the
Company may recognize the tax benefit from an uncertain tax position only if it is
more-likely-than-not that the tax position will be sustained on examination by taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial
statements from such a position are measured based on the largest benefit that has a greater than
50% likelihood of being realized upon ultimate settlement. The guidance on accounting for
uncertainty in income taxes also addresses derecognition, classification, interest and penalties on
income taxes, and accounting in interim periods. With few exceptions, the Company is no longer
subject to income tax examinations by the U.S. Federal, state or local tax authorities for years
before 2006.
Concentration of Credit Risk: The Company maintains cash balances at several financial
institutions. Amounts at each are insured by the Federal Deposit Insurance Corporation up to $250.
The Company periodically maintains balances in excess of these insurance limits.
Customer, Product, and Supplier Concentration: The Company is potentially subject to a
concentration of credit risk with respect to trade receivables. Three distributors accounted for
approximately 93% of gross domestic sales in 2009 (72% of total gross sales in 2009). The Company
performs ongoing credit evaluations of customers, and sufficient allowances are estimated for
uncollectible accounts. All Company revenues come from the sale of ten prescription pharmaceutical
products.
10
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Customer, Product, and Supplier Concentration (Continued): The Company had agreements in
place through January 31, 2009 with Merck for the manufacture and supply of the pharmaceutical
products purchased in conjunction with the 2006 acquisition from Merck. Additionally, the Company
has an agreement in place with Merck for the manufacture and supply of Timoptic products through
February 17, 2014. The Company began transitioning manufacture and supply of the pharmaceutical
products to its designated sites in 2007 and continued through 2009. In 2009, the Company was
notified that the manufacturer of its oral solid dose medications was exiting the oral solid dose
manufacturing business thus compelling the Company to transfer such manufacturing requirements to
an alternate manufacturer. This transfer commenced in 2009. In the event of any interruption in
the manufacture and supply of these products due to regulatory or other causes, there can be no
assurances that alternative arrangements could be made on a timely basis. Such interruption could
have a material adverse effect on the Company, financial conditions, and results of operations.
Recent Accounting Pronouncements: In June 2009, the Financial Accounting Standard Board
(FASB) issued the FASB Accounting Standards Codification (the Codification) which was effective
for the Companys 2009 financial statements. The Codification became the single authoritative
source for GAAP. Accordingly, previous references to GAAP standards are no longer used in our
disclosures, including these Notes to Consolidated Financial Statements.
Note 2. Acquisition
On February 17, 2009 Aton entered into an asset purchase agreement to acquire three ophthalmic
pharmaceutical products from Merck (the Timoptic Acquisition). The products acquired are
expected to be complimentary and strategic to Aton in furtherance of its business plan.
The aggregate purchase price was $18.5 million plus deferred purchase price payments (contingent on
the continued absence of generic competition for one of the products) of $2.0 million per year in
2012 through 2019. Additional royalty payments may also be due in the event that certain
performance targets are met. Inventory of approximately $130 was also purchased. Fees of
approximately $120 were expensed in conjunction with this acquisition.
The following table summarizes the estimated fair values of the assets acquired and the liabilities
associated with the deferred purchase price:
Indefinite lived intangibles, tradenames and trademarks |
$ | 22,300 | ||
Definite lived intangibles, tradenames and trademarks
(weighted average life of 8.9 years) |
2,300 | |||
Total assets acquired |
$ | 24,600 | ||
Cash paid at closing |
$ | 18,500 | ||
Net present value of deferred purchase price payments |
6,100 | |||
Total purchase price |
$ | 24,600 | ||
11
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 3. Property and Equipment
Property and equipment consists of the following:
Machinery and equipment |
$ | 2,967 | ||
Office furniture and fixtures |
161 | |||
Computers |
300 | |||
Leasehold improvements |
66 | |||
3,494 | ||||
Less accumulated depreciation and amortization |
1,157 | |||
$ | 2,337 | |||
Depreciation and amortization expense was $672 in 2009.
Note 4. Accrued Expenses
Accrued expenses consist of the following:
Compensation |
$ | 1,618 | ||
Wholesaler service fees |
1,032 | |||
Interest |
12 | |||
Other |
760 | |||
$ | 3,422 | |||
Note 5. Notes Payable
On February 17, 2009 in conjunction with the Timoptic Acquisition, Aton entered into a senior
credit facility (Senior Facility) providing for a term loan of $25 million and a revolving credit
facility of $5 million (undrawn at closing). The term loan bears interest at a variable rate which
varies at either the prime interest rate or LIBOR (at Atons option). Interest on the term loan
was approximately 9.75% in 2009. Interest on the term loan is payable quarterly on the last day of
each calendar quarter. As of December 31, 2009, $23,594 was outstanding on the term loan. The
revolving credit facility also bears interest at a variable rate which varies at either the prime
interest rate or LIBOR (at Atons option). As of December 31, 2009, the revolving credit facility
remained undrawn. Borrowings under the Senior Facility are collateralized by substantially all of
the assets of the Company. Fees associated with the Senior Facility were approximately $1,562.
The future minimum annual principal repayment obligations under the term loan are as follows:
Years Ending December 31, | ||||
2010 |
$ | 2,344 | ||
2011 |
2,969 | |||
2012 |
3,594 | |||
2013 |
5,937 | |||
2014 |
8,750 | |||
$ | 23,594 | |||
12
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 5. Notes Payable (Continued)
On October 11, 2006, in conjunction with the sale of $20 million of Class A membership interests,
the Company entered into note payable agreements with its Class A members for total proceeds of $13
million. The notes bore interest at 10% payable quarterly on the last day of each calendar quarter.
On May 11, 2007, $2 million was repaid on these notes. On February 17, 2009 in conjunction with
entering into the Senior Facility, the notes were restructured with (a) $7 million of principal
being repaid, (b) the maturity date being extended to August 17, 2014 and (c) the security for the
notes became subordinated to the Senior Facility. Interest expense for 2009 was $493. The
outstanding balance on the notes was $4 million at December 31, 2009. Accrued interest at December
31, 2008 is included in accrued expenses in the accompanying consolidated balance sheets.
Note 6. Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the
instruments are not measured at fair value on an ongoing basis but are subject to fair value
adjustments in certain circumstances (for example, when there is evidence of impairment). Required
disclosures establish a framework for measuring fair value in GAAP, and expand disclosure about
fair value measurements. The additional disclosures enable a reader of the financial statements to
assess the inputs used to develop those measurements by establishing a hierarchy for ranking the
quality and reliability of the information used to determine fair values. Assets and liabilities
measured at fair value on a nonrecurring basis will be classified and disclosed in one of the
following three categories:
Level 1 Quoted market prices in active markets for identical assets or liabilities. | |||
Level 2 Observable market based inputs or unobservable inputs that are corroborated by market data. | |||
Level 3 Unobservable inputs that are not corroborated by market data. |
In determining the appropriate levels, the Company performs a detailed analysis of the assets and
liabilities that are measured at fair value on a nonrecurring basis. At each reporting period, all
assets and liabilities for which the fair value measurement is based on significant unobservable
inputs are classified as Level 3.
During the February 17, 2009 Timoptic Acquisition, the Company acquired intangibles of $24,600
which were recorded at fair value as determined by appraisal on the acquisition date. The
appraisal is a level 3 measure. The appraisal used primarily an income approach known as the
excess earnings method, in which present value of forecasted cash flows, based on managements
forecasts, net of proforma charges for tangible and intangible assets employed.
During 2009, the Company recorded an impairment charge of $1,400 relating to an intangible acquired
in 2006. The fair value of this intangible asset was calculated based upon discounted cash flow
projections, which represents a level 3 measure. These projections incorporate managements
assumptions about future cash flows based upon past experience and future expectations. The
expected cash flows are then discounted using a discount rate that the Company believes is
commensurate with the risks involved.
13
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 7. Commitments and Contingencies
Lease: The Company is committed under a non-cancelable operating office lease with
remaining terms in excess of one year. The minimum annual rental commitment under this lease at
December 31, 2009 is summarized as follows:
Years Ending December 31, | ||||||||
2010 |
$ | 268 | ||||||
2011 |
273 | |||||||
$ | 541 | |||||||
Total rental expense for 2009 was approximately $248.
Deferred Purchase Price: The Company is committed under the terms of the Timoptic
Acquisition to make the following deferred purchase price payments (contingent on the continued
absence of generic competition for one of the products purchased):
Years Ending December 31, | ||||
2010 |
$ | | ||
2011 |
2,000 | |||
2012 |
2,000 | |||
2013 |
2,000 | |||
2014 |
2,000 | |||
Thereafter |
8,000 | |||
$ | 16,000 | |||
Employment Agreements: The Company has employment agreements with certain key executives
of the Company. Unless terminated earlier in accordance with the terms of the individual
agreements, the agreements generally are for one year, and can be renewed on a yearly basis
thereafter. The remaining minimum commitments under these agreements, subject to annual increases,
is as follows:
Years Ending December 31, | ||||
2010 |
$ | 1,669 | ||
2011 |
365 | |||
$ | 2,034 | |||
14
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 7. Commitments and Contingencies (Continued)
Product: The Company has certain obligations for future purchases of finished goods and
active pharmaceutical ingredients from its suppliers. The total minimum annual purchase
commitments are as follows:
Years Ending December 31, | ||||||||
2010 |
$ | 2,109 | ||||||
2011 |
1,217 | |||||||
2012 |
1,221 | |||||||
2013 |
1,227 | |||||||
2014 |
526 | |||||||
Thereafter |
329 | |||||||
$ | 6,629 | |||||||
Under the terms of a Supply Agreement with Merck, the Company is committed to the purchase of
approximately $3,103 of active pharmaceutical ingredient for one of its products. During 2009,
$1,943 of this amount was received with the balance (which is included in the above minimum annual
purchase commitment schedule) expected to be delivered in 2010. The agreement with Merck provides
for a financing arrangement for the funding of the purchase with quarterly installment payments
over a five year period at an annual interest rate of 5%. The balance outstanding under this
financing arrangement at December 31, 2009 was $1,833. The future minimum annual principal
repayment obligations under the agreement are as follows:
Years Ending December 31, | ||||||||
2010 |
$ | 351 | ||||||
2011 |
369 | |||||||
2012 |
388 | |||||||
2013 |
407 | |||||||
2014 |
318 | |||||||
$ | 1,833 | |||||||
Legal and Regulatory: The Company is involved in certain litigation which arises in the
normal course of business. The Company believes it has adequate insurance to cover these claims
and does not expect the ultimate outcome of these claims to have a material adverse impact on the
Companys financial position.
Note 8. Members Equity
Restructuring: Effective February 5, 2009, PPH filed an election to be treated as a
corporation for federal income tax purposes, thereby permitting PPH to file a consolidated tax
return with Aton. In conjunction with this election, certain changes were made to the LLC
Agreement and the ownership structure of PPH as follows:
| A new class of membership interests was created (Class C Membership interest) which includes former Class A Membership interests held by foreign investors | ||
| Former Class B Membership interest holders contributed their interests to a newly formed entity (Princeton Management LLC) in return for membership interests in this new entity. |
15
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 8. Members Equity (Continued)
LLC Agreement and Membership Interests: PPH will continue in existence until terminated in
accordance with the provisions of the Limited Liability Agreement, as amended (the LLC
Agreement). The LLC Agreement contains the rights and privileges of each class of membership
interests, along with the method to allocate profits and losses and distributions. The LLC
Agreement also outlines the mechanism to adjust the number of membership interests held by the
Class A and C members as the Aggregate Acquisition Amount (investments by the Company), as
defined, increases. The LLC Agreement authorizes the issuance of 4,107,858 Class A Membership
Interests, 2,500,000 Class B Membership Interests and 3,392,142 Class C Membership Interests (Class
A and Class C Membership Interests collectively are Class A/C Interests). The Class A/C
Interests were issued in two tranches. On October 11, 2006, the Company issued 7,500,000 Class A/C
Interests for $20 million; $10 million with an 8% priority return (Tranche 1 Invested Capital)
and $10 million with a 12% priority return (Tranche 2 Invested Capital). The priority returns
are cumulative compounded quarterly on March 15, June 15, September 15 and December 15.
Syndication costs related to the sale of the Class A/C Interests were $703 and are included as a
reduction of the proceeds in members equity. Distributions are allocated first to the Class A/C
members until all of the Tranche 1 and Tranche 2 Invested Capital plus applicable priority returns
are satisfied. As of December 31, 2009, the Tranche 1 and Tranche 2 Invested Capital balance plus
related cumulative priority returns was $27,540.
Equity-Based Compensation Plan: The Company has a Profits Interest Plan under which the
Board of Directors is authorized to issue up to 2,500,000 Class B Membership Interest units to
Princeton Management, LLC for the benefit of directors, key employees and consultants. These
interests are considered profits interests, which in general, entitle the holder of the unit to a
prorata share of the increase in value of the unit over the base value determined at the award
date. The vesting terms of each award are determined by the Board of Directors and range from
immediate vesting to up to four years for time based awards. Performance-based awards are also
granted which generally vest annually over four years based on the Company achieving its annual
budgeted performance targets. The typical employee award consists of 75% of the units vesting
annually over four years and 25% of the award vesting annually based on the Companys achievement
of its financial targets.
The Company granted 107,500 Class B units under its Profits Interest Plan in 2009. Awards to the
benefit of employees and directors represented 2,236,000 of these units of which 2,078,250 were
time based awards and 157,750 were performance based awards. The remaining 207,500 units were
issued to the benefit of consultants. At December 31, 2009, 1,864,594 Class B units were vested
and 578,906 units were unvested which are expected to vest over a weighted average period of 0.46
years. The Company has recorded equity-based compensation expense related to vested awards of $390
in 2009, which is included in the accompanying consolidated statements of operations and members
equity in general and administrative expense.
Future expected compensation expense for profits interest awards is $891 which will be recognized
over the weighted average period of 2.55 years. During 2009, 36,500 units were forfeited by former
employees and consultants. During 2009, the Company repurchased 93,000 units from former employees
and consultants. These repurchased units were made available for reissuance. At December 31,
2009, 56,500 Class B units are available for grant under the Profits interest Plan.
16
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 8. Members Equity (Continued)
Equity-Based Compensation Plan (Continued): For purposes of estimating the fair value of
the award the Company has determined that the fair market value of the Class B unit and the
exercise price for purposes of the Black-Scholes calculation would approximate the value of the
Class B unit on the date of grant. Management obtains a valuation of the Company at least annually
which it uses to estimate the fair market value for purposes of determining the fair value of the
award and to set the value of the Company in which the unit holder is entitled to share in
subsequent increases in value. Management adjusts the value quarterly between valuation dates
based on Company performance data. The expected life of the award is estimated to approximate the
vesting period. The computation of expected volatility is based on the historical volatility of
comparable companies from a representative peer group selected based on industry and market
capitalization data. The risk free interest rate is derived from the U.S. Treasury note rates that
approximate the expected life of the award on the date of grant. The expected dividend yield is
based on managements estimate of future dividends over the expected life of the award.
The Black-Scholes option valuation model was used to estimate the grant date fair value of awards
using the following assumptions:
Expected life |
1 to 59 months | |
Expected volatility |
47% | |
Risk free interest date |
3.94% to 5.51% | |
Expected dividend |
|
Awards issued to consultants are measured at each balance sheet date until settled.
Note 9. Income Taxes
Income tax expense consists of the following:
Current expense |
||||
Federal |
$ | 5,558 | ||
State |
750 | |||
6,308 | ||||
Deferred benefit |
||||
Federal |
1,591 | |||
State |
229 | |||
1,820 | ||||
$ | 4,488 | |||
17
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note 9. Income Taxes (Continued)
Deferred income tax assets and (liabilities) consist of the following:
Current | Long-Term | |||||||
Allowances for trade receivables |
$ | 1,884 | $ | | ||||
Inventory Reserves |
893 | | ||||||
Equipment |
| (371 | ) | |||||
Intangible assets |
| (9,844 | ) | |||||
Accrued expenses |
119 | | ||||||
$ | 2,896 | $ | (10,215 | ) | ||||
Note 10. Retirement Plan
The Company has a qualified contributory retirement plan covering all eligible employees.
Participants can make voluntary contributions to the Plan up to the annual dollar limit established
by the Internal Revenue Service. Effective January 1, 2009, the Company contributed 100% on the
first 3% of a participants eligible deferral of the participants contributions, up to the first
6% of eligible compensation. The Company contribution for 2009 was $90.
Note 11. Subsequent Events
The Company has evaluated subsequent events through March 8, 2010, the date on which the financial
statements were issued.
Recall: On February 9, 2010 the Company notified the Federal Drug Agency FDA of its
intent to recall a single lot of one of its drugs (Demser) due a failure experienced in dissolution
testing. The Company estimates that approximately 200 bottles of this lot of Demser have been
distributed to pharmacies, hospitals or patients. Additionally, a second lot of Demser (not in
distribution) has been identified as also failing dissolution testing and has accordingly been
quarantined. For the year ended December 31, 2009, in connection with the recall, the Company has
recorded a charge in its results of operations of $1,134 which includes $714 for the cost of the
inventory on hand, reversal of $342 for the sales of the lot in question and $78 in estimated costs
of the actual recall.
18