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-99.1 - EX-99.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989exv99w1.htm |
EX-23.1 - EX-23.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | a56989exv23w1.htm |
Exhibit 99.2
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Financial Report
March 31, 2010
March 31, 2010
Princeton Pharma Holdings, LLC and Subsidiary
Contents
Financial Statements |
||||
Consolidated Balance Sheets |
1 | |||
Consolidated Statements of Operations and Members Equity |
2 | |||
Consolidated Statements of Cash Flows |
3 | |||
Notes to Consolidated Financial Statements |
4 |
Princeton Pharma Holdings, LLC and Subsidiary
Consolidated Balance Sheets
($ in Thousands)
($ in Thousands)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Current Assets |
||||||||
Cash |
$ | 13,660 | $ | 11,119 | ||||
Trade receivables, net of allowances |
1,883 | 5,331 | ||||||
Receivable from seller |
145 | 975 | ||||||
Inventories |
12,324 | 12,176 | ||||||
Prepaid expenses and other current assets |
973 | 1,291 | ||||||
Prepaid and refundable income taxes |
535 | 535 | ||||||
Deferred income taxes |
4,446 | 2,896 | ||||||
Total current assets |
33,966 | 34,323 | ||||||
Property and Equipment, net |
2,184 | 2,337 | ||||||
Other Assets |
||||||||
Debt issue costs, net |
1,184 | 1,299 | ||||||
Intangibles, net |
49,383 | 49,671 | ||||||
Goodwill |
6,650 | 6,650 | ||||||
Restricted cash |
27 | 27 | ||||||
57,244 | 57,647 | |||||||
$ | 93,394 | $ | 94,307 | |||||
Liabilities and Members Equity |
||||||||
Current Liabilities |
||||||||
Current portion of long-term liabilities |
$ | 3,355 | $ | 2,695 | ||||
Accounts payable |
3,358 | 5,529 | ||||||
Accrued expenses |
2,457 | 3,422 | ||||||
Income taxes payable |
1,647 | 674 | ||||||
Total current liabilities |
10,817 | 12,320 | ||||||
Long-Term Liabilities, net of current portion |
||||||||
Senior term loan payable |
20,625 | 21,250 | ||||||
Subordinated loan payable |
4,000 | 4,000 | ||||||
Deferred acquisition payments |
6,876 | 7,060 | ||||||
Non-current accounts payable |
1,392 | 1,482 | ||||||
Deferred income taxes |
10,115 | 10,215 | ||||||
43,008 | 44,007 | |||||||
Members Equity |
39,569 | 37,980 | ||||||
$ | 93,394 | $ | 94,307 | |||||
See Notes to Unaudited Consolidated Financial Statements.
1
Princeton Pharma Holdings, LLC and Subsidiary
Unaudited Consolidated Statements of Operations and Members Equity
($ in Thousands)
($ in Thousands)
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Net sales |
$ | 16,143 | $ | 11,304 | ||||
Cost of sales |
2,264 | 2,198 | ||||||
Gross profit |
13,879 | 9,106 | ||||||
Operating costs and expenses |
||||||||
General and administrative |
5,483 | 3,433 | ||||||
Sales, marketing and business development |
2,772 | 1,633 | ||||||
Distribution |
1,335 | 734 | ||||||
Depreciation and amortization |
469 | 382 | ||||||
10,059 | 6,182 | |||||||
Operating income |
3,820 | 2,924 | ||||||
Interest expense, net of interest income of $18 and $1,
respectively |
1,145 | 758 | ||||||
Income before income tax expense |
2,675 | 2,166 | ||||||
Income tax expense |
1,196 | 966 | ||||||
Net income |
1,479 | 1,200 | ||||||
Members equity, beginning |
37,980 | 29,514 | ||||||
Repurchase member interests |
| (466 | ) | |||||
Equity based compensation expense |
110 | 97 | ||||||
Members equity, ending |
$ | 39,569 | $ | 30,345 | ||||
See Notes to Unaudited Consolidated Financial Statements.
2
Princeton Pharma Holdings, LLC and Subsidiary
Unaudited Consolidated Statements of Cash Flows
($ in Thousands)
($ in Thousands)
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Cash Flows from Operating Activities |
||||||||
Net income |
$ | 1,479 | $ | 1,200 | ||||
Adjustments to reconcile net income to net cash provided
by (used in) operating activities: |
||||||||
Increase in trade receivable allowances |
4,691 | 644 | ||||||
Equity based compensation expense |
110 | 97 | ||||||
Depreciation and amortization |
469 | 382 | ||||||
Accretion of deferred acquisition payments |
316 | 91 | ||||||
Amortization of debt issue costs |
114 | 191 | ||||||
Deferred income tax benefit |
(1,650 | ) | (198 | ) | ||||
(Increase) decrease in assets: |
||||||||
Trade receivables |
(1,245 | ) | (607 | ) | ||||
Receivable from (due to) seller |
830 | (915 | ) | |||||
Inventories |
(148 | ) | (1,288 | ) | ||||
Prepaid expenses and other current assets |
320 | 359 | ||||||
Increase (decrease) in liabilities: |
||||||||
Accounts payable |
(2,172 | ) | (219 | ) | ||||
Accrued expenses |
(963 | ) | (1,227 | ) | ||||
Income taxes payable |
974 | 95 | ||||||
Net cash provided by (used in) operating activities |
3,125 | (1,395 | ) | |||||
Cash Flows from Investing Activities |
||||||||
Acquisition |
| (18,500 | ) | |||||
Capital expenditures |
(29 | ) | (31 | ) | ||||
Net cash used in investing activities |
(29 | ) | (18,531 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Repayment of senior term loan |
(469 | ) | | |||||
Proceeds of senior term loan |
| 25,000 | ||||||
Debt issue costs |
| (1,622 | ) | |||||
Repayment of subordinated notes |
| (7,000 | ) | |||||
Repurchase member equity interests |
| (463 | ) | |||||
Repayment of non-current accounts payable |
(86 | ) | | |||||
Net cash provided by (used in) financing activities |
(555 | ) | 15,915 | |||||
Net increase (decrease) in cash |
2,541 | (4,011 | ) | |||||
Cash, beginning |
11,119 | 12,814 | ||||||
Cash, ending |
$ | 13,660 | $ | 8,803 | ||||
Supplemental Disclosure of Cash Flow Information: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 699 | $ | 757 | ||||
Income taxes |
$ | 2,226 | $ | 1,069 | ||||
See Notes to Unaudited Consolidated Financial Statements.
3
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations: Princeton Pharma Holdings, LLC (the Parent) 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. The Parent 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, the Parent and its wholly-owned
subsidiary, Aton (collectively the Company or PPH), acquired certain additional pharmaceutical
products from Merck. Through 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.
For a more complete discussion of significant accounting policies and certain other information,
the Companys interim unaudited consolidated financial statements should be read in conjunction
with its audited financial statements as of and for the year ended December 31, 2009
A summary of the Companys significant accounting policies is as follows:
Principles of Consolidation: The consolidated financial statements include the accounts of
Princeton Pharma Holdings, LLC and its wholly-owned subsidiary, Aton. 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 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.
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
4
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
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.
The Company has also entered into agreements with certain foreign companies to market and
distribute 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.
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 March 31, 2010 and
December 31, 2009 the allowance for doubtful accounts was $1,025 and $10, respectively.
5
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
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 $74 and $124 for the three months ended March 31, 2010
and 2009, respectively.
Receivable from Seller: The Stock and Asset Purchase and License Agreement, dated October
12, 2006, between the Parent, Aton 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 March 31, 2010 and 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 March
31, 2010 and December 31, 2009, amounts due to the Company related to the TSA were $0 and $805,
respectively. The TSA expired on December 18, 2009.
Amounts due for gross profit from sales to registered countries by Merck at March 31, 2010 and
December 31, 2009 were $16 and $41, respectively.
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. The
Companys inventory consists of the following:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Raw materials |
$ | 7,172 | $ | 6,038 | ||||
Work in process |
242 | 790 | ||||||
Finished goods |
4,910 | 5,348 | ||||||
$ | 12,324 | $ | 12,176 | |||||
Debt Issue Costs: Debt issue costs of $2,079 are being amortized over the term of the
related debt. Amortization expense for the three months ended March 31, 2010 and 2009 was $115 and
$190, respectively and accumulated amortization at March 31, 2010 and December 31, 2009 was $895
and $780, respectively.
6
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Amortization over the remaining years is as follows:
Remainder of 2010 |
$ | 325 | ||
2011 |
357 | |||
2012 |
288 | |||
2013 |
198 | |||
2014 |
16 | |||
$ | 1,184 | |||
Intangibles: Intangible assets 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 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 were considered to have indefinite lives and
therefore are not subject to amortization. Amortization expense for the three months ended March
31, 2010 and 2009 was $288 and $218, respectively. 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.
Intangible assets consists of the following:
March 31, 2010 | ||||||||||||||||
Accumulated | Net | |||||||||||||||
Cost | Amortization | Impairments | Book Value | |||||||||||||
Non-Amortizable,
tradenames and trademarks |
$ | 45,700 | $ | 1,400 | $ | 44,300 | ||||||||||
Amortizable,
tradenames and trademarks |
8,400 | 3,317 | 5,083 | |||||||||||||
$ | 54,100 | $ | 3,317 | $ | 1,400 | $ | 49,383 | |||||||||
December 31, 2009 | ||||||||||||||||
Accumulated | Net | |||||||||||||||
Cost | Amortization | Impairments | 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 | |||||||||
7
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
Amortization over the remaining years is as follows:
Remainder of 2010 |
$ | 863 | ||
2011 |
1,151 | |||
2012 |
1,151 | |||
2013 |
970 | |||
2014 |
198 | |||
Thereafter |
750 | |||
$ | 5,083 | |||
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. No impairments have occurred to date.
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.
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 $156 and $82 for the three
months ended March 31, 2010 and 2009, respectively.
Research and Development Costs: Research and development costs are charged to expense as
incurred and totaled $935 and $150 for the three months ended March 31, 2010 and 2009,
respectively.
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
8
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued)
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.
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. 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 91% and 93% of gross domestic sales in the three months ended March 31, 2010 and
2009, respectively (87% and 79% of total gross sales in the three months ended March 31, 2010 and
2009, respectively). 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.
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 Companys financial
conditions and results of operations.
9
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 2. Accrued Expenses
Accrued expenses consist of the following:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Compensation |
$ | 448 | $ | 1,618 | ||||
Wholesaler Service Fees |
1,190 | 1,032 | ||||||
Interest |
11 | 12 | ||||||
Other |
808 | 760 | ||||||
$ | 2,457 | $ | 3,422 | |||||
Note 3. Notes Payable
On February 17, 2009 in conjunction with the Timoptic Acquisition, the Parent and Aton entered into
a senior credit facility (Senior Facility) with a third party, providing for a term loan of $25
million and a revolving credit facility of $5 million. 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 March 31, 2010, $23,125 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 March 31, 2010, 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:
Remainder of 2010 |
$ | 1,875 | ||
2011 |
2,969 | |||
2012 |
3,594 | |||
2013 |
5,937 | |||
2014 |
8,750 | |||
$ | 23,125 | |||
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 the three months ended
March 31, 2010 and 2009 was $100 and $193, respectively. The outstanding balance on the notes was
$4 million at March 31, 2010 and December 31, 2009. Accrued interest at March 31, 2010 and
December 31, 2009 is included in accrued expenses in the accompanying consolidated balance sheets.
10
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 4. 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 2009, the Company recorded an impairment charge relating to an intangible asset acquired in
2006, writing off the entire $1,400 book value of the asset. 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.
Note 5. 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.
There have been no significant changes to the Companys legal and regulatory position since
December 31, 2009.
Note 6. Income Taxes
Income tax expense consists of the following:
Three Months Ended March 31, | ||||||||
2010 | 2009 | |||||||
Current expense |
$ | 2,846 | $ | 1,052 | ||||
Deferred benefit |
(1,650 | ) | (86 | ) | ||||
$ | 1,196 | $ | 966 | |||||
11
Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 6. Income Taxes (Continued)
Deferred income tax assets and (liabilities) consist of the following:
March 31, 2010 | December 31, 2009 | |||||||||||||||
Current | Long-Term | Current | Long-Term | |||||||||||||
Allowances for trade receivables |
$ | 3,431 | $ | 1,884 | $ | | ||||||||||
Inventory Reserves |
896 | 893 | | |||||||||||||
Equipment |
(371 | ) | | (371 | ) | |||||||||||
Intangible assets |
(9,744 | ) | | (9,844 | ) | |||||||||||
Accrued expenses |
119 | 119 | | |||||||||||||
$ | 4,446 | $ | (10,115 | ) | $ | 2,896 | $ | (10,215 | ) | |||||||
The Companys March 31, 2010 and 2009 effective tax rate differs from statutory rates primarily
because of the effects of differing tax rates in different state jurisdictions, net of the federal
tax benefit.
Note 7. Subsequent Events
The Company has evaluated subsequent events through August 12, 2010, the date on which the
financial statements were issued.
Acquisition by Valeant: On May 3, 2010, PPH entered into a Membership Interest Purchase
Agreement (the Interest Purchase Agreement) with Valeant Pharmaceuticals International
(Valeant), pursuant to which Valeant would acquire all of the issued and outstanding equity
interests of the Company.
On May 26, 2010, pursuant to the Interest Purchase Agreement the transaction contemplated in the
Interest Purchase Agreement (the Acquisition) was completed. Upon the closing of the Acquisition,
Valeant acquired PPH. Pursuant to the terms of the Interest Purchase Agreement, after taking into
account adjustments based on the estimated level of working capital of PPH at the closing of the
transaction, Valeant paid aggregate cash consideration of approximately $317.5 million, net of cash
acquired, in order to pay and satisfy transaction expenses and indebtedness of PPH as of the
closing of the transaction under the Senior Facility and the subordinated loan payable and to pay
the members of PPH for their interests therein.
Acquisition of Pharmaceutical Product: On April 13, 2010, the Company entered into an asset
purchase agreement to acquire one pharmaceutical product, Lodosyn, from Bristol-Myers Squibb
(BMS.) The aggregate purchase price was $6.75 million, plus $562 for inventory and $51 for
reimbursement of rebates that BMS will be required to pay
post acquisition. The Company has an agreement in place with BMS for the manufacture and supply of
Lodosyn. The Company will begin the transition of manufacture and supply to its designated sites
in 2010.
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 to 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.
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Princeton Pharma Holdings, LLC and Subsidiary
Notes to Unaudited Consolidated Financial Statements
Note 7. Subsequent Events (Continued)
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 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.
In April 2010, the Company completed its root cause investigation and determined there was a
problem with the bulk material supplied by Merck. Aton intends to seek reimbursement of the $712
in bulk material costs, $46 in other production costs and $60 in recall expenses from Merck.
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