Attached files

file filename
8-K - FORM 8-K - K-V Pharmaceutical Cokva20130520_8k.htm

EXHIBIT 99.1


  

United States Bankruptcy Court

 

  

Southern District of New York

 

  

 

X

  

In re:

:

Chapter 11

 

:

  

K-V Discovery Solutions, Inc. et al.,

:

Case No.  12-13346 (ALG)

 

:

  

Debtors.

X

Jointly Administered


 

  

 

Monthly Operating Report for the Period

April 1, 2013 to April 30, 2013

 

Debtors’ Address:

16640 Chesterfield Grove Road

  

Suite 200

Chesterfield, Missouri 63005

  

Telephone:  (314) 645-6600

  

  

  

Debtors’ Attorneys:

Willkie Farr & Gallagher LLP

  

787 Seventh Avenue

  

New York, New York 10019

  

Telephone:  (212) 728-8000

   
   

 

This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

 

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

/s/ Thomas S. McHugh

 

May 15, 2013

Thomas S. McHugh

  

Chief Financial Officer

  

K-V Pharmaceutical Company

 

 

 
 

 

 

In re

K-V DISCOVERY SOLUTIONS, INC., et al.,

  

Case No.

12-13346 (ALG)

 

Debtors.

  

Reporting Period:

4/1/13 - 4/30/13

  

 

  

Federal Tax I.D.#

13-1587982

 

CORPORATE MONTHLY OPERATING REPORT

       

File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case.

(Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.)


REQUIRED DOCUMENTS

Form No.

Document

Attached

Explanation

Attached

Schedule of Cash Receipts and Disbursements

MOR-1

x

 

Bank Reconciliation (or copies of debtor's bank reconciliations)

MOR-1

x

 

     Copies of bank statements

 

 

x

     Cash disbursements journals

 

 

x

Statement of Operations

MOR-2

x

 

Balance Sheet

MOR-3

x

 

Status of Post-petition Taxes

MOR-4

x

x

     Copies of IRS Form 6123 or payment receipt (See Notes to MOR 4)

 

 

x

     Copies of tax returns filed during reporting period (See Notes to MOR 4)

 

 

x

Summary of Unpaid Post-petition Debts (See Notes to MOR 4)

MOR-4

 

x

     Listing of Aged Accounts Payable (See MOR 7)

 

 x

 

Accounts Receivable Reconciliation and Aging

MOR-5

 x

 

Taxes Reconciliation and Aging (See MOR 7)

MOR-5

 

x

Payments to Insiders and Professionals

MOR-6

x

 

Post Petition Status of Secured Notes, Leases Payable

MOR-6

x

 

Debtor Questionnaire

MOR-7

x

 

Makena® Performance Metrics

 

x

 

 

 
 

 

 

NOTES TO MONTHLY OPERATING REPORT

 

This MOR includes activity from the following Debtors:

 

Debtor

Case Number

 

K-V Discovery Solutions, Inc.

12-13346

K-V Pharmaceutical Company

12-13347

Ther-Rx Corporation

12-13348

K-V Generic Pharmaceuticals, Inc.

12-13349

Zeratech Technologies USA, Inc.

12-13350

Drug Tech Corporation

12-13351

K-V Solutions USA, Inc.

12-13352

FP1096, Inc.

12-13353

 

General Notes:

The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with GAAP.  In addition, the financial statements and supplemental information contained herein represent consolidated information.

 

The unaudited consolidated financial statements have been derived from the books and records of the Debtors and exclude activity for their non-debtor subsidiaries. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to changes, and these changes could be material.

 

The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment. The Debtors are reviewing their books and records and other information on an ongoing basis to determine whether the financial statements should be supplemented or otherwise amended. The Debtors reserve the right to file, at any time, such supplements or amendments to the financial statements that form a part of this MOR. The financial statements should not be considered an admission regarding any of the Debtors’ income, expenditures or general financial condition, but rather, a current compilation of the Debtors’ books and records. The Debtors do not make, and specifically disclaim, any representation or warranty as to the completeness or accuracy of the information set forth herein.

 

The unaudited consolidated financial statements contained herein have been prepared on a going concern basis and do not reflect or provide all of the possible consequences of the ongoing chapter 11 cases. Specifically, the unaudited consolidated financial statements do not present the amount which will ultimately be paid to settle liabilities and contingencies which may be required in these cases. As a result of the chapter 11 proceedings, the Debtors may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the unaudited consolidated financial statements.

 

Certain footnote disclosures normally include in unaudited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Preparation of the financial statements 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 amount of expenses during the reporting period. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

 

 
 

 

 

MOR-1:

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1

(Dollars in thousands)

 

 

Debtor

Case Number

Cash Receipts

Ther-Rx Corporation

    12-13348   $ 10,208

K-V Pharmaceutical Company

    12-13347     68

DrugTech Corporation

    12-13351     5

K-V Discovery Solutions, Inc.

    12-13346     0

K-V Generic Pharmaceuticals, Inc.

    12-13349     0

Zeratech Technologies USA, Inc.

    12-13350     0

K-V Solutions USA Inc.

    12-13352     0

FP1096, Inc.

    12-13353     0

Total Cash Receipts

  $ 10,281

Debtor

Case Number

Cash 2

Disbursements

K-V Pharmaceutical Company

    12-13347   $ (7,302 )

Ther-Rx Corporation

    12-13348     (4,474 )

DrugTech Corporation

    12-13351     (22 )

K-V Discovery Solutions, Inc.

    12-13346     0

K-V Generic Pharmaceuticals, Inc.

    12-13349     0

Zeratech Technologies USA, Inc.

    12-13350     0

K-V Solutions USA Inc.

    12-13352     0

FP1096, Inc.

    12-13353     0

Total Cash Disbursements

  $ (11,798 )

 

Notes

1 – Cash is received and disbursed by the Debtors as described in the Debtors’ motion to approve continued use of their cash management system (which motion was granted on a final basis pursuant to an order entered by the Bankruptcy Court on January 15, 2013) and is consistent with the Debtors’ historical cash management practices.  All amounts listed are the balances reported by the bank as of the end of the reporting period. Copies of bank statements will be provided upon reasonable request in writing to counsel for the Debtors.

2 – Cash disbursements during the month of April 2013 include $718 of outstanding checks. 

 

 
 

 

  

MOR-1 (CON’T):

BANK RECONCILIATIONS 1, 2, 3, 4, 5

(Dollars in thousands)

 

Debtor

Case

Number

Bank and Account Description

Bank Account

No. Ending In

K-V Pharmaceutical Company

    12-13347

Fifth Third Money Market / Investment Account.

    1225   $ 29,093

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Operating Account

    9158     6,083

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Deposit Account

    0941     1,327

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Nesher Escrow Account

    0383     501

K-V Pharmaceutical Company

    12-13347

Commerce Bank / Certificate of Deposit

    2433     150

K-V Pharmaceutical Company

    12-13347

AMEX Centurion Bank / Certificate of Deposit

    8420     60

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Utility Deposit

    0479 6     2

Drug Tech Corporation

    12-13351

Wells Fargo Bank/ DrugTech Operating Acct

    6823     7

Drug Tech Corporation

    12-13351

US Bank / DrugTech Custody Account

    3256     1
                      $ 37,224

 

 

Notes

1 –The Debtors have not included copies of their bank statements or cash disbursement journals due to the voluminous nature of these reports. Copies of the Debtors’ bank statements and cash disbursement journals will be provided upon reasonable request in writing to counsel for the Debtors.

2 –The Debtors reconcile their bank accounts on a monthly basis.

3 –The Debtors have excluded accounts with no balance as of the end of the reporting period.

4 –The Debtors’ bank balances exclude $761 of outstanding checks.

5 –During the current reporting period, the Debtors closed an account in the name of K-V Pharmaceutical Company at Fifth Third Bank (account ending in 1876). The funds in the closed account were disbursed pursuant to the settlement agreement with Particle Dynamics International, LLC and Fifth Third Bank, which was approved pursuant to an order of the Bankruptcy Court entered on March 13, 2013 [Docket No. 665].

6 –The Debtors opened this bank account post-petition on August 28, 2012 in accordance with the order of the Bankruptcy Court, entered on August 23, 2012, that, among other things, established procedures for providing deposits to the Debtors’ utility service providers that request adequate assurance of payment and deemed such utility service providers to have adequate assurance of payment.

 

 

 

 
 

 

 

MOR-2:

 

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited; Dollars in thousands)

 

 

 

For the

Month Ended

April 30, 20131

Net revenues

  $ 8,327

Cost of sales

    233

Gross profit

    8,094
         

Research and development

    530

Selling and administrative

    5,994

Operating expenses

    6,524

Operating income

    1,570
         

Interest, net and other

    1,600

Reorganization items, net

    2,416

Total other (income), net

    4,016
         

Loss from continuing operations before income taxes

    (2,446 )

Income tax provision

    1,072

Net loss from continuing operations

  $ (3,518 )

 

 

Notes

1 – The Debtors prepare their income statement on an accrual basis. Accordingly, the Debtors’ Statement of Operations, as set forth in this MOR, reflects the results of the Debtors’ operations for the month of April 2013. 

 

 
 

 

 

 

MOR-3:

CONSOLIDATED BALANCE SHEET

(Unaudited; Dollars in thousands)

 

As of

April 30,

2013

ASSETS

       

Current Assets:

       

Cash and cash equivalents

  $ 35,749

Restricted cash

    561

Undrawn DIP Facility proceeds

    21,950

Receivables, net

    18,795

Inventories, net

    5,541

Other current assets

    4,593

Total Current Assets

    87,189

Property and equipment, less accumulated depreciation

    1,301

Intangible assets, net

    109,587

Other assets

    15,231

Total Assets

  $ 213,308
         

LIABILITIES

       

LIABILITIES NOT SUBJECT TO COMPROMISE:

       

Current Liabilities:

       

Accounts payable

  $ 5,459

Accrued expenses

    26,636

Other current liabilities

    501

Debtor-in-Possession Financing 1

    86,612

Total Current Liabilities

    119,208

Other long-term liabilities

    25

Total Liabilities not subject to compromise

    119,233

Total liabilities subject to compromise

    580,748

Total Liabilities

    699,981
         

SHAREHOLDERS' DEFICIT

       

Preferred Stock

Class A Common Stock

    657

Class B Common Stock

    98

Additional paid-in capital

    206,336

Accumulated deficit

    (636,335 )

Less: Treasury stock

    (57,409 )

Total Shareholders' Deficit

    (486,673 )

Total Liabilities and Shareholders' Deficit

  $ 213,308

 

 

Notes

1 – Debtor-in-Possession Financing includes the amount of $85,000 under the Debtors’ debtor-in-possession financing facility (the “DIP Facility”), which was approved pursuant to an order of the Bankruptcy Court (the “DIP Order”) entered on December 27, 2012 [Docket No. 497], as well as accrued paid-in-kind interest of $1,612. For administrative purposes, the net proceeds of the DIP Facility are being held in an account in the name of Silver Point Finance, LLC, the agent for the DIP Facility.

 

 
 

 

 

MOR-4:

 

STATUS OF POST-PETITION TAXES 1, 2

(Dollars in thousands)

 

Federal

Beginning Tax

Amount Withheld and/or Accrued

Amount Paid

Ending Tax

Withholding

  $ 0   $ 423   $ (423 )   $ 0

FICA-Employee

    0     154     (154 )     0

FICA-Employer

    0     154     (154 )     0

Total Federal Taxes

  $ 0   $ 731   $ (731 )   $ 0
                                 

State and Local

                               

Withholding

  $ 0   $ 106   $ (106 )   $ 0

Sales Tax

    11     0     (9 )     2

Unemployment Tax

    0     0     0     0

Real Property

    13     0     0     13

Personal Property

    21     1     0     22

Franchise Tax

    28     18     0     46

Total State and Local

  $ 73   $ 125   $ (115 )   $ 83

Total Taxes

  $ 73   $ 856   $ (846 )   $ 83

 

 

Notes

1 - The Debtors have not annexed copies of tax returns filed with various taxing authorities during the current reporting period to this MOR, nor have they included the Debtors’ IRS Form 6123 with this MOR. Copies of such tax returns and IRS Form 6123 will be provided upon reasonable request in writing to counsel for the Debtors.

2 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

 

 
 

 

  

MOR-4 (CON’T):

SUMMARY OF UNPAID POST-PETITION DEBTS 1

(Dollars in thousands)

 

Description

Amount

0 - 30 days old

  $ 3,072

31+ days old

    2,387

Total Vendor Accounts Payable Post-petition

  $ 5,459

 

 

Notes

1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms.   

 

 
 

 

  

MOR-5:

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

(Dollars in thousands)

 

Description

Amount

0 - 30 days old

  $ 19,825

31 - 60 days old

    81

61 - 90 days old

    (5 )

91+ days old

    1,014

Total Customer Accounts Receivable

  $ 20,915

Customer Allowances

    (2,120 )

Total Accounts Receivable

  $ 18,795

 

 
 

 

 

MOR-6:

PAYMENTS TO INSIDERS AND PROFESSIONALS

(Dollars in thousands)

INSIDERS

Name

Type of Payment 1

Current Month Amount Paid

Total Paid Since

August 4, 2012

Christmas, Patrick

Salary/Expenses

  $ 24   $ 184

Divis, Gregory

Salary/Expenses

    29     267

McHugh, Thomas

Salary/Expenses

    17     179

Baldini, Robert

Director Fees/Expenses

    46     126

Bentley, Greg

Director Fees/Expenses

    45     123

Dow, Mark

Director Fees/Expenses

    54     146

Hermelin, David

Director Fees/Expenses

    49     133

Lehrer, Joe

Director Fees/Expenses

    64     174

Sidransky M.D., David

Director Fees/Expenses

    47     129

Stancic, Ana

Director Fees/Expenses

    46     126

Total

$ 421 $ 1,587

Notes

1 – Additional detail concerning payments to the Debtors’ insiders will be provided upon reasonable request in writing to counsel for the Debtors.

 

PROFESSIONALS 1

Name

Date of Court Order

Authorizing Payment

Amount

Requested 2

Current Month Amount Paid

Total Paid

To Date 3

Total Invoiced

& Unpaid

Alston & Bird LLP

September 14, 2012

  $ 0   $ 9   $ 305   $ 0

Arnall Golden Gregory LLP

October 10, 2012

    16     0     37     25

Duff & Phelps, LLC

October 10, 2012

    346     94     462     342

Curtis, Mallet-Prevost, Colt & Mosle LLP

January 15, 2013

    242     0     0     242

Epiq Bankruptcy Solutions, LLC

September 27, 2012

    11     4     242     20

Ernst & Young, LLP

September 28, 2012

    0     2     36     9

Fortgang Consulting

September 14, 2012

    301     301     301     0

FourSquare Partners

April 5, 2013

    38     13     13     25

Houlihan & Lokey Capital, Inc.

September 14, 2012

    153     153     1,542     0

Jefferies & Company, Inc.

October 10, 2012

    0     105     1,716     165

Lowenstein Sandler PC

December 27, 2012

    0     0     4004     0

Stroock Stroock & Lavan LLP

October 10, 2012

    678     273     1,817     1,530

Weil, Gotshal & Manges LLP

September 27, 2012

    1,139     1,139     3,813     0

Willkie Farr & Gallagher LLP

September 27, 2012

    443     274     4,174     1,453

Total

$ 3,367 $ 2,367 $ 14,858 $ 3,811

Notes

1 – Represents professional services exclusive of those rendered by professionals retained by the Debtors pursuant to the September 27, 2012 order of the Bankruptcy Court authorizing the Debtors to employ and retain professionals utilized in the ordinary course of business.

2 – Represents amounts requested during the current reporting period.

3 – Represents payments made from the date of the Bankruptcy Court’s order authorizing each firm’s retention.

4 – The $400 to Lowenstein Sandler PC was paid pursuant to the DIP Order.

 

 
 

 

 

MOR-6 (CON’T):

 

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE

AND ADEQUATE PROTECTION PAYMENTS 1

(Dollars in thousands)

 

Name of Creditor

Scheduled Monthly

Payment Due

Amount Paid

During Month

Building lease payable2

  $ 0   $ 0
                 

Total Payments

  $ 0

 

 

 

Notes

1 - The Debtors’ schedule of lease payments, as set forth in this MOR, only reflects payments made pursuant to the Debtors’ real property leases. Immaterial leases of personal property are not included in this MOR-6.

2 – On February 13, 2013, the Bankruptcy Court entered an order authorizing the Debtors to enter into a new corporate headquarters lease agreement for premises located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, Missouri [Docket No. 598]. During the current reporting period, no payments were made with respect to such lease.

 

 
 

 

  

MOR-7:

DEBTOR QUESTIONNAIRE

 

Must be completed each month.  If the answer to any of the questions is "Yes", provide a detailed explanation of each item.  Attach additional sheets if necessary.

Yes

No

  

 

  

  

  

1

 

Have any assets been sold or transferred outside the normal course of business this reporting period?

 

X

2

 

Have any funds been disbursed from any account other than a debtor in possession account this reporting period?

 

X

3

 

Is the Debtor delinquent in the timely filing of any post-petition tax returns?

  

X

4

 

Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?

  

X

5

 

Is the Debtor delinquent in paying any insurance premium payment?

  

X

6

 

Have any payments been made on pre-petition liabilities this reporting period?

 

 X 

7

 

Are any post-petition receivables (accounts, notes or loans) due from related parties?

  

X

8

 

Are any post-petition payroll taxes past due?

  

X

9

 

Are any post-petition State or Federal income taxes past due?

  

X

10

 

Are any post-petition real estate taxes past due?

  

X

11

 

Are any other post-petition taxes past due?

  

X

12

 

Have any pre-petition taxes been paid during this reporting period?

 

X

13

 

Are any amounts owed to post-petition creditors delinquent?

  

X

14

 

Are any wages payments past due?

  

X

15

 

Have any post-petition loans been received by the Debtor from any party?

 

X

16

 

Is the Debtor delinquent in paying any US Trustee fees?

  

X

17

 

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

  

X

18

 

Have the owners or shareholders received any compensation outside of the normal course of business?

  

X

Explanations

13

The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed-upon terms specific to each vendor and/or service provider.  Any aged amounts represent items subject to valid disputes and certain items which have been paid subsequent to the end of this reporting period.

 

 
 

 

  

MAKENA® PERFORMANCE METRICS

 

Makena® (hydroxyprogesterone caproate injection) is the Debtors’ single-most valuable product. The information below addresses certain key performance metrics related to Makena®. The amounts shown are based on estimates and are subject to change. Gross revenues are preliminary and unaudited, and are not prepared in accordance with GAAP.

 

Three Months

Ended

Gross Revenues ($

in thousands)(1)

Total

Prescriptions (2)

Vials Shipped to

Customers (3)

9/30/2012

  $ 13,006     3,037     3,770

12/31/2012

  $ 23,495     3,452     6,810

3/31/2013

  $ 29,014     4,302     8,410

4/30/2013(4)

  $ 31,498     4,590     9,130

Notes:

(1) Amounts shown are estimated based on the number of vials shipped to customers and list price/vial.

(2) Represents total prescriptions reported to the Debtors and does not include cancellations.

(3) Represents paid vials shipped to the Debtors' customers, which include specialty pharmacies and distributors.

(4)Data for the months of February 2013, March 2013, and April 2013 is used in the absence of complete data for the three months ending June 30, 2013.