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EX-99.1 - EX-99.1 - AUXILIUM PHARMACEUTICALS INCa13-16466_1ex99d1.htm
EX-23.1 - EX-23.1 - AUXILIUM PHARMACEUTICALS INCa13-16466_1ex23d1.htm

EXHIBIT 99.3

 

Unaudited Pro Forma Condensed Combined Financial Statements

 

On April 26, 2013, Auxilium Pharmaceuticals, Inc. (“Auxilium” or the “Company”) acquired Actient Holdings LLC, a Delaware limited liability company (“Actient”) in the specialty pharmaceutical industry that has a diversified product offering of four marketed products in the urology space and two marketed products in the respiratory space. The total consideration transferred by Auxilium to Actient included a cash payment of $585.0 million, contingent consideration with an estimated acquisition date fair value of $42.8 million, warrants issued with an estimated acquisition date fair value of $12.0 million, and $15.4 million in cash adjustments for working capital and cash acquired. Auxilium funded the cash payments with cash on hand, which included proceeds from its issuance in January 2013 of the 2018 Convertible Notes (the “Convertible Notes”), and a $225 million senior secured term loan.

 

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Auxilium and Actient after giving effect to the acquisition of Actient by Auxilium (the “Transaction”) using the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The purchase price adjustments reflected in the following unaudited pro forma condensed combined financial statements and set forth in Note 2 are preliminary and have been made solely for the purposes of preparing these statements. The unaudited pro forma condensed combined balance sheet as of March 31, 2013, is presented to give effect to the Transaction as if it had occurred on March 31, 2013. The unaudited pro forma condensed combined statements of operations of Auxilium and Actient for the three months ended March 31, 2013, and the year ended December 31, 2012, are presented as if the Transaction, and the issuance of the Convertible Notes used to fund the Transaction had occurred on January 1, 2012.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and the accompanying notes of Auxilium included in Auxilium’s Annual Report on Form 10-K for the year ended December 31, 2012, and Quarterly Report on Form 10-Q for the three months ended March 31, 2013, filed with the Securities and Exchange Commission (“SEC”), and with the historical consolidated financial statements and the accompanying notes of Actient for the year ended December 31, 2012, and the historical unaudited condensed consolidated financial statements and the accompanying notes for the three months ended March 31, 2013, included in Exhibit 99.1 and 99.2, respectively, to this Form 8-K/A. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Auxilium that would have been reported had the Transaction and issuance of Convertible Notes been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Auxilium. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that Auxilium may achieve with respect to the combined companies.

 

1



 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF

AUXILIUM PHARMACEUTICALS, INC. & ACTIENT HOLDINGS LLC

MARCH 31, 2013

(in thousands)

 

 

 

 

 

 

 

 

 

Pro Forma

 

Pro Forma

 

 

 

Auxilium

 

Actient

 

Reclassifications

 

Adjustments

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

335,592

 

$

9,741

 

$

 

$

(309,476

)(b)

$

35,857

 

Short-term investments

 

132,220

 

 

 

(75,782

)(c)

56,438

 

Accounts receivable, trade, net

 

47,758

 

20,109

 

 

 

67,867

 

Accounts receivable, other

 

2,298

 

 

 

 

2,298

 

Inventories, current

 

24,459

 

8,600

 

 

13,356

(d)

46,415

 

Prepaid expenses and other current assets

 

3,910

 

4,033

 

 

7,983

(e)

15,926

 

Total current assets

 

546,237

 

42,483

 

 

(363,919

)

224,801

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories, non-current

 

48,566

 

 

 

 

 

48,566

 

Property and equipment, net

 

33,734

 

19,262

 

(16,308

)(a)

74

(f)

36,762

 

Other assets

 

14,071

 

5,909

 

 

(3,011

)(g)

16,969

 

Intangible assets, net

 

 

170,447

 

16,308

(a)

490,245

(h)

677,000

 

Goodwill

 

 

57,741

 

 

50,696

(i)

108,437

 

Total Assets

 

$

642,608

 

$

295,842

 

$

 

$

174,085

 

$

1,112,535

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,311

 

$

4,644

 

$

 

$

 

$

7,955

 

Accrued expenses

 

83,404

 

13,743

 

7,000

(a)

1,801

(j)

105,948

 

Deferred revenue, current portion

 

4,483

 

 

 

 

4,483

 

Deferred rent, current portion

 

2,176

 

 

 

 

2,176

 

Current portion of term loan

 

 

6,040

 

 

5,210

(k)

11,250

 

Contingent consideration, current

 

 

18,826

 

(7,000

)(a)

13,847

(l)

25,673

 

Total current liabilities

 

93,374

 

43,253

 

 

20,858

 

157,485

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Convertible Notes

 

285,392

 

 

 

 

285,392

 

Deferred revenue, long-term version

 

25,780

 

 

 

 

25,780

 

Deferred rent, long-term portion

 

6,104

 

 

 

 

6,104

 

Term loan, long-term portion

 

 

82,581

 

 

121,342

(k)

203,923

 

Senior subordinated debt

 

 

20,385

 

 

(20,385

)(m)

 

Contingent consideration, long-term portion

 

 

39,284

 

 

50,774

(l)

90,058

 

Income taxes payable

 

 

2,800

 

 

(2,800

)(n)

 

Deferred tax liability

 

 

42,020

 

 

(35,101

)(o)

6,919

 

Total Liabilities

 

410,650

 

230,323

 

 

134,688

 

775,661

 

Commitments and Contingencies

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

124,136

 

 

(124,136

)(p)

 

Common stock

 

494

 

2,954

 

 

(2,954

)(p)

494

 

Additional paid-in capital

 

565,449

 

 

 

12,000

(q)

577,449

 

Accumulated deficit

 

(330,275

)

(61,571

)

 

154,487

(r)

(237,359

)

Treasury stock, at cost

 

(3,462

)

 

 

 

(3,462

)

Accumulated other comprehensive loss

 

(248

)

 

 

 

(248

)

Total stockholders’ equity

 

231,958

 

65,519

 

 

39,397

 

336,874

 

Total liabilities and stockholders’ equity

 

$

642,608

 

$

295,842

 

$

 

$

174,085

 

$

1,112,535

 

 

2



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF

AUXILIUM PHARMACEUTICALS, INC. & ACTIENT HOLDINGS LLC

FOR THE THREE MONTHS ENDED

MARCH 31, 2013

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

Pro Forma

 

Pro Forma

 

 

 

Auxilium

 

Actient

 

Reclassifications

 

Adjustments

 

Combined

 

Net revenues

 

$

66,172

 

$

34,545

 

$

 

$

 

$

100,717

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

15,089

 

9,069

 

(1,161

)(s)

 

22,997

 

Research and development

 

11,858

 

 

 

 

11,858

 

Selling, general, and administrative

 

44,310

 

14,614

 

 

 

58,924

 

Amortization of purchased intangibles

 

 

6,594

 

1,161

(s)

8,699

(t)

16,454

 

Total operating expense

 

71,257

 

30,277

 

 

8,699

 

110,233

 

Income (loss) from operations

 

(5,085

)

4,268

 

 

(8,699

)

(9,516

)

Interest expense

 

(3,004

)

(5,097

)

 

(2,410

)(u)

(10,511

)

Other income (expense), net

 

(71

)

 

 

 

(71

)

Net loss before income taxes

 

(8,160

)

(829

)

 

(11,109

)

(20,098

)

Income tax benefit (expense)

 

 

1,485

 

 

(1,506

)(v)

(21

)

Net loss

 

$

(8,160

)

$

656

 

$

 

$

(12,615

)

$

(20,119

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

 

 

 

 

 

$

(0.41

)

Diluted

 

$

(0.17

)

 

 

 

 

 

 

$

(0.41

)

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute net loss per common share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

49,247,332

 

 

 

 

 

 

 

49,247,332

 

Diluted

 

49,247,332

 

 

 

 

 

 

 

49,247,332

 

 

3



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF

AUXILIUM PHARMACEUTICALS, INC. & ACTIENT HOLDINGS LLC

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2012

(in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

Pro Forma

 

Pro Forma

 

 

 

Auxilium

 

Actient

 

Reclassifications

 

Adjustments

 

Combined

 

Net revenues

 

$

395,281

 

$

114,884

 

$

 

$

 

$

510,165

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

78,337

 

32,380

 

(2,222

)(s)

 

108,495

 

Research and development

 

45,932

 

1,906

 

 

 

47,838

 

Selling, general, and administrative

 

185,535

 

43,846

 

 

 

229,381

 

Amortization of purchased intangibles

 

 

26,404

 

2,222

(s)

34,771

(t)

63,397

 

Change in contingent consideration

 

 

20,278

 

 

 

20,278

 

Total operating expense

 

309,804

 

124,814

 

 

34,771

 

469,389

 

Income (loss) from operations

 

85,477

 

(9,930

)

 

(34,771

)

40,776

 

Interest expense

 

(39

)

(14,042

)

 

(29,058

)(u)

(43,139

)

Other income (expense), net

 

506

 

(781

)

 

 

(275

)

Net income (loss) before income taxes

 

85,944

 

(24,753

)

 

(63,829

)

(2,638

)

Income tax benefit (expense)

 

 

589

 

 

(674

)(v)

(85

)

Net income (loss)

 

$

85,944

 

$

(24,164

)

$

 

$

(64,503

)

$

(2,723

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.76

 

 

 

 

 

 

 

$

(0.06

)

Diluted

 

$

1.74

 

 

 

 

 

 

 

$

(0.06

)

 

 

 

 

 

 

 

 

 

 

 

 

Shares used to compute net income per common share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

48,770,229

 

 

 

 

 

 

 

48,770,229

 

Diluted

 

49,277,570

 

 

 

 

 

 

 

49,277,570

 

 

4



 

AUXILIUM PHARMACEUTICALS, INC. AND SUBSIDIARIES

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(In thousands, except share and per share data)

 

(Unaudited)

 

1.                                      Basis of pro forma presentation

 

The unaudited pro forma condensed combined statements of operations are based on historical statements of operations of Auxilium and Actient, after giving effect to the Transaction and the issuance of the Convertible Notes as if they occurred on January 1, 2012, for the year ended December 31, 2012 and the three months ended March 31, 2013. The unaudited pro forma condensed combined balance sheet is based on the historical balance sheets of Auxilium and Actient, after giving effect to the Transaction as if it occurred on March 31, 2013 and includes estimated pro forma adjustments for the preliminary valuations of assets acquired and liabilities assumed. These adjustments are subject to further revision as additional information becomes available.

 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or operating results that would have been achieved had the Transaction and the issuance of the Convertible Notes been completed as of the dates indicated above.

 

2.                                      Acquisition of Actient

 

As described above, on April 26, 2013, Auxilium acquired 100% of the outstanding shares of Actient upon which Actient became a wholly-owned subsidiary of Auxilium. Actient was a privately-held specialty pharmaceutical company headquartered in Lake Forest, Illinois, focused on urology and respiratory products.

 

The following table summarizes the fair value of total consideration at April 26, 2013:

 

 

 

Total Acquisition-

 

 

 

Date Fair Value

 

Base cash consideration

 

$

585,000

 

Cash and working capital adjustment

 

15,431

 

Contingent consideration

 

42,768

 

Warrants

 

12,000

 

Total consideration

 

655,199

 

Consideration representing compensation

 

(8,309

)

Consideration allocated to net assets acquired

 

$

646,890

 

 

The $8,309 of consideration representing compensation arises as a result of releasing a management holdback that is payable to former senior management of Actient upon completion of their transition period with the Company. This amount will be amortized to expense by the Company as compensation cost over such transition period.

 

The fair value contingent consideration of $42,768 represents a risk adjusted net present value relating to the following cash payments on achievement of the following sales milestones for Actient urology products as defined in the purchase agreement:

 

·                  $15,000 when cumulative net sales of Actient’s urology products from and after April 26.2013 equal $150,000;

·                  $10,000 if cumulative net sales of Actient’s urology products during the twelve-month period commencing May 1, 2013 exceed $150,000; and

·                  $25,000 if cumulative net sales of Actient’s urology products during the twenty four month-period commencing May 1, 2013 exceed $300,000.

 

5



 

The acquisition of Actient was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The following table summarizes the estimated fair values of the net assets acquired as if the Transaction occurred on March 31, 2013.

 

 

 

March 31, 2013

 

Cash

 

$

9,741

 

Accounts receivable, trade, net

 

20,109

 

Prepaid expenses and other current assets

 

3,707

 

Inventory

 

21,956

 

Fixed assets

 

3,028

 

Other long-term assets

 

2,898

 

Intangibles

 

677,000

 

Goodwill

 

108,437

 

Total assets acquired

 

$

846,876

 

 

 

 

 

Contingent consideration assumed

 

(72,963

)

Other liabilities assumed

 

(27,188

)

Deferred tax liabilities

 

(99,835

)

Total net assets acquired

 

$

646,890

 

 

Of the identifiable assets acquired, $677,000 relates to acquired product rights and trade names acquired in the Transaction which are amortized on a straight-line basis over their estimated useful lives, which range from 2 to 12 years. The majority of the acquired intangibles relates to $501,000 in acquired product rights for Testopel, a product used for the treatment of testosterone deficiency in aging men as well as androgen deficiency caused by other conditions. There was also $70,000 in intangibles acquired relating to Edex, an injectable used for the treatment of erectile dysfunction. The contingent consideration obligation assumed of $72,963 represents earn-out consideration relating to acquisitions that were previously undertaken by Actient. Of this amount, $60,848 represents a 12% royalty payable on net sales of Testopel through December 31, 2017, at which time such royalty obligation ceases.

 

The pro forma purchase price allocation presented is for illustrative purposes only and these amounts are not intended to represent or be indicative of the purchase price allocation that would have been reported to give effect to the acquisition as if it had occurred as of the pro forma balance sheet date. In addition, the pro forma purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the acquired assets and liabilities.

 

The difference between the total consideration and the fair value of the net assets acquired of $108,437 was recorded to goodwill. This goodwill represents the excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. Approximately $420,000 of the intangibles and goodwill are expected to be deductible for tax purposes.

 

Pro Forma Adjustments and Assumptions

 

The pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements represents estimated values and amounts based on available information and do not reflect cost savings and synergies that Auxilium may have achieved had the Transaction been completed as of the dates above. The unaudited pro forma condensed combined balance sheet reflects the Transaction occurring as of March 31, 2013, and the unaudited pro forma condensed combined statement of operations reflects the Transaction and the issuance of the Convertible Notes occurring as of January 1, 2012.

 

Pro forma adjustments to the balance sheet:

 

(a)         Reflects certain reclassifications to conform to Auxilium’s financial statement presentation.

 

6



 

(b)         To record the cash portion of the purchase price to Actient shareholders, including Actient cash acquired at closing and the closing working capital adjustment, less the proceeds from the senior secured term loan provided by Morgan Stanley and redemption of short-term investments to fund the Transaction.

 

 

 

March 31, 2013

 

Base cash consideration

 

$

(585,000

)

Adjustment for working capital and cash acquired

 

(15,431

)

Total cash consideration

 

(600,431

)

Proceeds from senior secured term loan

 

215,173

 

Proceeds from redemption of short-term investments

 

75,782

 

Net pro forma adjustment

 

$

(309,476

)

 

(c)          To record the redemption of short-term investments to fund the acquisition as noted in the table above.

 

(d)         To record the fair-value step-up related to acquired inventory.

 

(e)          To remove Actient’s historical current deferred tax asset and record consideration representing compensation payable to former management of Actient upon completion of their transition period with the Company.

 

 

 

March 31, 2013

 

Eliminate Actient deferred tax asset

 

$

(326

)

Consideration representing compensation

 

8,309

 

Net pro forma adjustment

 

$

7,983

 

 

(f)           To record acquired property, plant and equipment at fair value.

 

(g)          To remove Actient’s historical deferred financing fees and non-current deferred tax asset balances.

 

 

 

March 31, 2013

 

Actient deferred financing fees

 

$

(2,399

)

Actient deferred tax assets, non-current

 

(612

)

Net pro forma adjustment

 

$

(3,011

)

 

(h)         To record the fair value of the intangible assets relating to the following products.

 

 

 

March 31, 2013

 

Testopel

 

$

501,000

 

Edex

 

70,000

 

Timm Medical

 

23,000

 

Striant

 

8,000

 

Theo-24

 

39,000

 

Semprex-D

 

32,000

 

Other products

 

4,000

 

Total

 

$

677,000

 

Less: Actient book value

 

(186,755

)

Net pro forma adjustment

 

$

490,245

 

 

(i)             To reflect the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed less the write-off of historical Actient goodwill.

 

(j)            To remove the SWAP liability which was accrued as of March 31, 2013 and paid at closing as well as Actient’s historical deferred rent balance. The adjustment also includes certain liabilities of Actient that were assumed by Auxilium as part of the Transaction.

 

7



 

 

 

March 31, 2013

 

SWAP liability

 

$

(225

)

Deferred rent

 

(101

)

Certain liabilities assumed

 

2,127

 

Net pro forma adjustment

 

$

1,801

 

 

(k)         To remove current and non-current portion of Actient term loan which was paid at closing of the Transaction and include the $225 million senior secured term loan borrowed from Morgan Stanley to fund the acquisition, net of $9.8 million of original issue discount and debt issuance costs.

 

 

 

March 31, 2013

 

Actient term loan, current and non-current

 

$

(88,621

)

Senior secured term loan, current

 

11,250

 

Senior secured term loan, non-current

 

203,923

 

Net pro forma adjustment

 

$

126,552

 

 

(l)             To record the fair value of $115,731 for contingent consideration assumed by Auxilium, representing the current and non-current amounts for the fair value of $42,768 for the contingent consideration payable to the former Actient shareholders, and the fair value of $72,963 for Actient’s previously recorded contingent consideration.

 

 

 

March 31, 2013

 

 

 

Total

 

Current

 

Long-term

 

Fair value of contingent consideration assumed by Auxilium

 

$

115,731

 

$

25,673

 

$

90,058

 

Actient historical contingent consideration:

 

 

 

 

 

 

 

Reclassification

 

7,000

 

7,000

 

 

 

Elimination

 

(58,110

)

(18,826

)

(39,284

)

Net pro forma adjustment

 

$

64,621

 

$

13,847

 

$

50,774

 

 

(m)     To remove non-current portion of Actient senior subordinated debt which was paid at closing of the Transaction.

 

(n)         To eliminate the historical income taxes payable.

 

(o)         To eliminate the historical Actient deferred tax liability and record the purchase accounting deferred tax liability offset by the Auxilium valuation allowance release.

 

 

 

March 31, 2013

 

Eliminate Actient deferred tax liability

 

$

(42,020

)

Purchase accounting deferred tax liability

 

99,836

 

Auxilium valuation allowance release

 

(92,916

)

Net pro forma adjustment

 

$

(35,101

)

 

(p)         To eliminate Actient’s historical balance of stockholder’s equity.

 

(q)         To include the fair value of warrant consideration issued to former shareholders of Actient.

 

(r)            To eliminate Actient’s historical balance of stockholder’s equity and adjust for the impact of the release of Auxilium’s valuation allowance associated with the deferred tax liabilities recorded in purchase accounting.

 

 

 

March 31, 2013

 

Eliminate Actient stockholders’ equity

 

$

61,571

 

Auxilium valuation allowance release

 

92,916

 

Net pro forma adjustment

 

$

154,487

 

 

Pro forma adjustments to the statement of operations:

 

(s)           Reflects reclassification to conform to Auxilium’s financial statement presentation

 

(t)            Represents the amortization expense related to the fair value in intangible assets acquired in the Transaction, offset by the elimination of Actient’s previously recorded amortization expense.

 

(u)         Represents the following adjustments made to interest expense:

 

8



 

· The elimination of Actient’s historical interest expense related to its debt which was repaid at the closing of the Transaction.

 

· To record interest expense on the $225,000 senior secured term loan borrowed from Morgan Stanley to fund the acquisition of Actient. A change in the interest rate of one-eighth percent (12.5 basis points) would increase or decrease pro forma annual interest expense by $300.

 

· To record the interest expense related to the January 2013 convertible notes as if the notes had been issued as of January 1, 2012.

 

· To record the accretion of the discounted contingent consideration to fair value assuming the Transaction occurred as of January 1, 2012.

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

March 31, 2013

 

December 31, 2012

 

Eliminate historical Actient interest expense

 

$

5,097

 

$

14,042

 

Senior secured term loan interest expense

 

(3,915

)

(16,193

)

January convertible notes interest expense

 

(1,503

)

(18,034

)

Accretion of contingent consideration

 

(2,089

)

(8,873

)

Interest expense adjustment

 

$

(2,410

)

$

(29,058

)

 

(v)         To record the pro forma income tax expense related to the operations of the combined entities. The pro forma income tax expense for the full year 2012 and three months ended March 31, 2013 relates primarily to state taxes, as the combined entities would continue to record a valuation allowance against all of its federal deferred tax assets and the majority of its state deferred tax assets. There will be a one-time gain recorded in the Company’s financial statements for the three months ended June 30, 2013 based on the release of this valuation allowance. The pro forma condensed combined statement of operations does not reflect this expected one-time gain.

 

9