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8-K - FORM 8-K - K-V Pharmaceutical Cokva20130621_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

May 1, 2013 to May 31, 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

 

June 17, 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:

5/1/13 - 5/31/13

  

 

  

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

 

 

 
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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 included 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.

 

 
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MOR-1:

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1

(Dollars in thousands)

 

Debtor

Case Number

Cash Receipts

Ther-Rx Corporation

    12-13348   $ 11,151

K-V Pharmaceutical Company

    12-13347     109

DrugTech Corporation

    12-13351     14

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

  $ 11,274
                 

Debtor

Case Number

Cash 2

Disbursements

K-V Pharmaceutical Company

    12-13347   $ (6,202 )

Ther-Rx Corporation

    12-13348     (2,205 )

DrugTech Corporation

    12-13351     (12 )

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

  $ (8,419 )

 

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 May 2013 include $608 of outstanding checks.

 

 

 
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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

Bank

Balance

K-V Pharmaceutical Company

    12-13347

Fifth Third Money Market / Investment Account.

    1225   $ 34,344

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Operating Account

    9158     3,592

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

Drug Tech Corporation

    12-13351

Wells Fargo Bank/ DrugTech Operating Acct

    6823     2

Drug Tech Corporation

    12-13351

US Bank / DrugTech Custody Account

    3256     8
                      $ 39,984

 

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 $652 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 0479).

 


 

 
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MOR-2:


CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited; Dollars in thousands)


 


 

For the

Month Ended

May 31, 20131

Net revenues

  $ 8,769

Cost of sales

    108

Gross profit

    8,661
         

Research and development

    703

Selling and administrative

    6,359

Operating expenses

    7,062

Operating income

    1,599
         

Interest, net and other

    1,576

Reorganization items, net

    2,120

Total other (income), net

    3,696
         

Loss from continuing operations before income taxes

    (2,097 )

Income tax provision

    1,056

Net loss from continuing operations

  $ (3,153 )

 

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 May 2013.

 

 

 
- 6 -

 

 

 

MOR-3:

CONSOLIDATED BALANCE SHEET

(Unaudited; Dollars in thousands)


 

As of

May 31,

 

2013

ASSETS

       

Current Assets:

       

Cash and cash equivalents

    38,618

Restricted cash

    561

Undrawn DIP Facility proceeds

    21,950

Receivables, net

    20,601

Inventories, net

    5,827

Other current assets

    3,726

Total Current Assets

    91,283

Property and equipment, less accumulated depreciation

    1,281

Intangible assets, net

    107,918

Other assets

    15,191

Total Assets

  $ 215,673
         

LIABILITIES

       

LIABILITIES NOT SUBJECT TO COMPROMISE:

       

Current Liabilities:

       

Accounts payable

  $ 6,719

Accrued expenses

    29,806

Other current liabilities

    501

Debtor-in-Possession Financing 1

    86,612

Total Current Liabilities

    123,638

Other long-term liabilities

    49

Total Liabilities not subject to compromise

    123,687

Total liabilities subject to compromise

    581,731

Total Liabilities

    705,418
         

SHAREHOLDERS' DEFICIT

       

Preferred Stock

Class A Common Stock

    658

Class B Common Stock

    98

Additional paid-in capital

    206,416

Accumulated deficit

    (639,508 )

Less: Treasury stock

    (57,409 )

Total Shareholders' Deficit

    (489,745 )

Total Liabilities and Shareholders' Deficit

  $ 215,673

 

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.

 

 

 
- 7 -

 

 

 

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   $ 297   $ (297 )   $ 0

FICA-Employee

    0     115     (115 )     0

FICA-Employer

    0     115     (115 )     0

Total Federal Taxes

  $ 0   $ 527   $ (527 )   $ 0
                                 

State and Local

                               

Withholding

  $ 0   $ 72   $ (72 )   $ 0

Sales Tax

    2     0     0     2

Unemployment Tax

    0     0     0     0

Real Property

    13     0     0     13

Personal Property

    22     1     0     23

Franchise Tax

    46     18     (72 )     (8 )

Total State and Local

  $ 83   $ 91   $ (144 )   $ 30
                                 

Total Taxes

  $ 83   $ 618   $ (671 )   $ 30

 

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.

 

 

 

 
- 8 -

 

 

 

MOR-4 (CON’T):

SUMMARY OF UNPAID POST-PETITION DEBTS 1

(Dollars in thousands)


 


Description

Amount

0 - 30 days old

  $ 4,165

31+ days old

    2,554

Total Vendor Accounts Payable Post-petition

  $ 6,719

 

Notes

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

 

 
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MOR-5:

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

(Dollars in thousands)


 


Description

Amount

0 - 30 days old

  $ 21,663

31 - 60 days old

    178

61 - 90 days old

    (190 )

91+ days old

    1,006

Total Customer Accounts Receivable

  $ 22,657

Customer Allowances

    (2,056 )

Total Accounts Receivable

  $ 20,601

 


 
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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 2

Christmas, Patrick

Salary/Expenses

  $ 17   $ 201

Divis, Gregory

Salary/Expenses

    36     303

McHugh, Thomas

Salary/Expenses

    23     202

Total

  $ 76   $ 706

 

Notes

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

2 – This table lists only those insiders who received a payment during the current reporting period. Additional insiders have received payments during the Debtors’ chapter 11 cases. For information regarding the total amount paid to such insiders during the Debtors’ chapter 11 cases, please refer to previously filed MORs.

 

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

  $ 34   $ 34   $ 340   $ 0

Arnall Golden Gregory LLP

October 10, 2012

    12     13     49     25

Duff & Phelps, LLC

October 10, 2012

    230     185     605     386

Curtis, Mallet-Prevost, Colt & Mosle LLP

January 15, 2013

    0     161     161     81

Epiq Bankruptcy Solutions, LLC

September 27, 2012

    38     45     287     13

Ernst & Young, LLP

September 28, 2012

    44     0     36     53

Fortgang Consulting

September 14, 2012

    0     0     301     0

FourSquare Partners

April 5, 2013

    25     50     63     0

Houlihan & Lokey Capital, Inc.

September 14, 2012

    153     153     1,696     0

Jefferies & Company, Inc.

October 10, 2012

    193     0     1,716     358

Lowenstein Sandler PC

December 27, 2012

    0     0     4004     0

Stroock Stroock & Lavan LLP

October 10, 2012

    541     582     2,399     1,489

Weil, Gotshal & Manges LLP

September 27, 2012

    0     0     3,813     0

Willkie Farr & Gallagher LLP

September 27, 2012

    871     360     4,535     1,964

Total

  $ 2,141   $ 1,583   $ 16,401   $ 4,369

 

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.

 

 

 
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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.

 

 
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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.

 

 
- 13 -

 

 

 

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 

5/31/2013(4)

$   34,955 

4,915 

10,132 


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 March 2013, April 2013, and May 2013 is used in the absence of complete data for the three months ending June 30, 2013.

  

 

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