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8-K - 8-K - AMAG PHARMACEUTICALS, INC.a15-16116_28k.htm
EX-23.1 - EX-23.1 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex23d1.htm
EX-99.1 - EX-99.1 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex99d1.htm
EX-99.6 - EX-99.6 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex99d6.htm
EX-99.5 - EX-99.5 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex99d5.htm
EX-99.2 - EX-99.2 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex99d2.htm
EX-99.3 - EX-99.3 - AMAG PHARMACEUTICALS, INC.a15-16116_2ex99d3.htm

Exhibit 99.4

 

Unaudited Consolidated Financial Statements of

 

CBR Holdco, LLC (Successor Company) as of June 30, 2015 and 2014

 

and for the Six Months Ended June 30, 2015 and 2014

 



 

CBR Holdco, LLC

 

Consolidated Balance Sheets

 

June 30, 2015 and 2014

 

(Unaudited)

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

16,319,010

 

$

27,995,420

 

Accounts receivable, net of allowance for doubtful accounts of $2,005,469 and $2,175,981 respectively

 

9,278,935

 

10,583,149

 

Inventories

 

4,572,363

 

6,133,178

 

Deferred tax assets

 

2,197,882

 

2,271,426

 

Restricted cash

 

30,750,657

 

2,240,000

 

Prepaid and other current assets

 

8,485,082

 

10,458,389

 

Total current assets

 

71,603,929

 

59,681,562

 

Property and equipment, net

 

28,205,104

 

24,522,665

 

Restricted cash

 

 

30,771,918

 

Goodwill

 

288,006,094

 

286,236,057

 

Other intangibles, net

 

119,799,815

 

135,962,489

 

Other long-term assets

 

4,311,905

 

3,636,044

 

Total assets

 

$

511,926,847

 

$

540,810,735

 

Liabilities and Members’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

1,537,139

 

$

2,743,830

 

Accrued liabilities

 

10,088,154

 

9,997,150

 

Deferred revenue

 

31,845,116

 

28,465,372

 

Term loan

 

1,706,829

 

6,897,536

 

Other current liabilities

 

37,588,154

 

1,562,015

 

Total current liabilities

 

82,765,392

 

49,665,903

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Deferred revenue, net of current portion

 

28,352,043

 

16,510,882

 

Term loan, net of current

 

194,792,158

 

131,698,405

 

Notes payable

 

81,123,013

 

62,292,689

 

Other long term liabilities

 

45,458,166

 

86,768,839

 

Deferred rent

 

209,066

 

253,283

 

Total liabilities

 

432,699,838

 

347,190,001

 

 

 

 

 

 

 

Commitments and Contingencies (note 14)

 

 

 

 

 

 

 

 

 

 

 

Members’ equity

 

 

 

 

 

Common units; 45,025,336 units authorized; 23,812,488 issued and outstanding, at June 30, 2015 and 2014

 

138,160,906

 

236,160,906

 

Additional paid-in capital

 

7,735,501

 

5,344,863

 

Accumulated deficit

 

(66,669,398

)

(47,885,035

)

Total members’ equity

 

79,227,009

 

193,620,734

 

Total liabilities and members’ equity

 

$

511,926,847

 

$

540,810,735

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

CBR Holdco, LLC

 

Consolidated Statements of Operations

 

Six Months Ended June 30, 2015 and 2014

 

(Unaudited)

 

 

 

2015

 

2014

 

Revenues

 

 

 

 

 

Net revenues

 

$

58,409,362

 

$

59,674,356

 

Other revenue

 

81,608

 

66,133

 

Total revenues

 

58,490,970

 

59,740,489

 

Operating costs and expenses

 

 

 

 

 

Cost of services

 

13,494,714

 

13,433,930

 

Selling, general, and administrative

 

45,183,937

 

49,437,510

 

Total operating costs and expenses

 

58,678,651

 

62,871,440

 

Loss from operations

 

(187,681

)

(3,130,951

)

Interest expense

 

11,130,631

 

8,598,350

 

Interest income

 

(5,118

)

(24,870

)

Other Income

 

(29,886

)

(10,844

)

Change in fair value of contingent consideration

 

284,057

 

 

Loss before benefit from income taxes

 

(11,567,365

)

(11,693,587

)

Benefit from income taxes

 

(379,169

)

(4,153,977

)

Net loss

 

$

(11,188,196

)

$

(7,539,610

)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



 

CBR Holdco, LLC

 

Consolidated Statements of Members’ Equity

 

Six Months Ended June 30, 2015 and 2014

 

(Unaudited)

 

 

 

 

 

 

 

Additional

 

 

 

Total

 

 

 

Common units

 

paid-in

 

Accumulated

 

members’

 

 

 

Units

 

Amount

 

capital

 

deficit

 

equity

 

Balances as of December 31, 2013

 

23,776,091

 

$

235,760,903

 

$

4,209,761

 

$

(40,345,425

)

$

199,625,239

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units issued to investors for cash

 

36,397

 

400,003

 

 

 

400,003

 

Stock-based compensation

 

 

 

1,135,215

 

 

1,135,215

 

Repurchase of Incentive Units

 

 

 

(113

)

 

(113

)

Net loss

 

 

 

 

(7,539,610

)

(7,539,610

)

Balances as of June 30, 2014

 

23,812,488

 

236,160,906

 

5,344,863

 

(47,885,035

)

193,620,734

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution to members

 

 

(98,000,000

)

 

 

(98,000,000

)

Stock-based compensation

 

 

 

1,194,170

 

 

1,194,170

 

Repurchase of Incentive Units

 

 

 

(111

)

 

(111

)

Net loss

 

 

 

 

(7,596,167

)

(7,596,167

)

Balances as of December 31, 2014

 

23,812,488

 

138,160,906

 

6,538,922

 

(55,481,202

)

89,218,626

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

1,202,234

 

 

1,202,234

 

Repurchase of Incentive Units

 

 

 

(5,655

)

 

(5,655

)

Net loss

 

 

 

 

(11,188,196

)

(11,188,196

)

Balances as of June 30, 2015

 

23,812,488

 

$

138,160,906

 

$

7,735,501

 

$

(66,669,398

)

$

79,227,009

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4



 

CBR Holdco, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2015 and 2014

(Unaudited)

 

 

 

2015

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(11,188,196

)

$

(7,539,610

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Stock-based compensation

 

1,202,234

 

1,135,215

 

Depreciation

 

2,655,526

 

4,866,993

 

Change in fair value of contingent consideration

 

284,057

 

 

Amortization of intangibles

 

7,764,528

 

8,398,144

 

Loss on disposal of property and equipment

 

878,070

 

8,872

 

Deferred income taxes

 

(379,621

)

(4,127,433

)

Provision for/(recovery of) doubtful accounts

 

110,002

 

(56,194

)

Non-cash interest expense on term loans and notes payable

 

623,332

 

697,154

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

1,772,590

 

1,062,835

 

Inventories

 

584,016

 

1,333,019

 

Prepaid expenses and other current assets

 

240,479

 

(100,660

)

Accounts payable

 

(1,213,848

)

1,092,222

 

Deferred revenue

 

7,201,495

 

6,489,432

 

Accrued liabilities

 

41,855

 

(1,762,044

)

Other liabilities

 

726,380

 

(2,337,563

)

Net cash provided by operating activities

 

11,302,899

 

9,160,382

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Restricted cash

 

168,170

 

4,375,748

 

Purchase of property, plant, and equipment

 

(5,280,729

)

(3,220,180

)

Net cash (used in) provided by investing activities

 

(5,112,559

)

1,155,568

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from sale of membership units

 

 

400,003

 

Cash used from repurchase of membership units or incentive units

 

(5,655

)

(113

)

Repayments of term loans

 

(1,000,000

)

(3,750,000

)

Net cash used in financing activities

 

(1,005,655

)

(3,350,110

)

Net increase in cash and cash equivalents

 

5,184,685

 

6,965,840

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

11,134,325

 

21,029,580

 

Cash and cash equivalents at end of period

 

$

16,319,010

 

$

27,995,420

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

9,684,503

 

$

7,688,223

 

Cash paid for income taxes

 

64,610

 

 

 

 

 

 

 

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

Fixed assets purchases in accrued liabilities/accounts payable

 

$

577,444

 

$

99,062

 

Payments of taxes in restricted cash

 

1,268,417

 

520,691

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

1.              The Company and Basis of Presentation

 

CBR Holdco, LLC (“Holdco”) was formed in July 2012.  Holdco, a Delaware limited liability company, is the parent of CBR Acquisition Holdings Corp (“Holdings”), a Delaware corporation and a  wholly owned subsidiary and the parent of Cbr Systems, Inc. (“CBR”), a Delaware corporation and a wholly owned subsidiary (collectively, “the Company”).  In September 2012, Holdco, through its wholly owned subsidiary, Holdings, acquired all the outstanding capital stock of CBR.

 

CBR provides services for: 1) the collection and processing of newborn stem cells from umbilical cord blood and the cryogenic storage of the cells; and 2) the collection of umbilical cord tissue and the cryogenic storage of the tissue.  Umbilical cord blood and tissue are rich and diverse sources of stem cells that can be collected without ethical concerns in a ten-minute window immediately after birth.  CBR believes that stem cells, which are precursors of the specialized cells that comprise the body’s immune and blood systems, are beneficial in the treatment of various cancers, immune system disorders, and genetic defects.  Additionally, this population of stem cells is an increasingly sought after source for clinical research in regenerative medicine because these cells have demonstrated embryonic-like capabilities to proliferate and develop into all of the major cell types in the body, without tumor or immune response issues.

 

The Company is headquartered in San Bruno, California with business operations in Tucson, Arizona.

 

2.              Summary of Significant Accounting Policies

 

The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information.  This financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented.  The operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015, or for any other future period.

 

Use of Estimates in Preparation of Financial Statements

 

The preparation of 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 revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant items subject to such estimates and assumptions include the useful lives of fixed assets, valuation of goodwill and purchased intangible assets, allowances for doubtful accounts, deferred tax assets, inventory valuation, and stock-based compensation.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Holdco, Holdings, and CBR.  All material intercompany balances and transactions have been eliminated.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents.  Cash and cash equivalents consist of cash in bank checking accounts.

 

6



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

Fair Value of Financial Instruments

 

The carrying amount of certain financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuations techniques used to measure fair value.  The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements).  The guidance establishes three levels of the fair value hierarchy as follows:

 

Level 1                                     Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

 

Level 2                                     Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active;

 

Level 3                                     Inputs that are unobservable.

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.  See Note 12 for more information.

 

Accounts Receivable

 

Accounts receivable are recorded at the invoiced amounts and do not bear interest.  The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio.  In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial conditions, the amount of receivables in dispute, and the current receivables aging and current payment patterns.  The Company reviews its allowance for uncollectible accounts monthly.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable.  The Company extends credit to its customers based on an evaluation of the customer’s financial condition, generally without requiring a deposit or collateral.  Exposure to losses on receivables is principally dependent on each customer’s financial condition.  The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as needed.  Although the Company deposits its cash and cash equivalents and restricted cash with major financial institutions, its deposits, at times, may exceed federally insured limits.

 

Inventories

 

Inventories consist of cord blood collection kits and processing bags.  The Company values inventories at lower of cost or market using the specific-identification method.  The Company analyzes inventory levels monthly and expired inventory is disposed of and the related costs are written off.  Inventory consisted of the following at June 30:

 

7



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Raw materials

 

$

3,841,625

 

$

5,634,402

 

Finished goods

 

730,738

 

498,776

 

Total

 

$

4,572,363

 

$

6,133,178

 

 

Property and Equipment

 

Property and equipment consists of land, building and improvements, computer equipment and software, laboratory equipment, office furniture and equipment, leasehold improvements, and construction in progress.  Property and equipment are recorded at cost and are depreciated using the straight-line method based upon estimated useful lives of the assets, which are as follows:

 

 

 

Useful Life

 

Building and improvements

 

33 - 40 Years

 

Computer equipment and software

 

3 -5 Years

 

Laboratory equipment

 

3 -7 Years

 

Office furniture and equipment

 

3 - 5 Years

 

Leasehold improvements

 

Lesser of Lease or Asset Life

 

 

Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recognized in the statement of operations.  Maintenance and repairs are charged to operations as incurred.

 

Internally Developed Software

 

The Company capitalizes the cost of software developed for internal use in accordance with ASC Topic 350, Intangibles — Goodwill and Other.  Capitalization of the costs of software developed or obtained for internal use begins at the application development phase of the project and totaled $369,472 and $277,195 for the six month ended June 30, 2015 and 2014, respectively.  Amortization of the costs of software developed for internal use begins when the assets are placed in productive use.  Software currently in development is included in construction in progress.

 

Restricted Cash

 

Restricted cash at June 30, 2015 and 2014 consists of cash in money market accounts related to providing certain employees of CBR additional compensation for continuing to work for CBR, and funding a portion of the retained amount.  The restricted cash balance at June 30, 2015 totaled $30,750,657, comprising $28,464,330 related to the Retained Account, and $2,286,327 relating to the Employee Retention Account.  The restricted cash balance at June 30, 2014 totaled $33,011,918, comprising $25,886,207 related to the Retained Account, and $7,125,711 relating to the Employee Retention Account (Notes 8 and 9).

 

Goodwill

 

Goodwill has an indefinite useful life and is not amortized.  For the purpose of testing goodwill for impairment, the Company has determined that it has one reporting unit.  The Company evaluates goodwill for impairment at least annually or whenever an event occurs or circumstances changes that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  If the Company

 

8



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

determines that a quantitative analysis is necessary, the impairment test for goodwill is a two-step process.  Step one consists of a comparison of the fair value of a reporting unit against its carrying amount, including the goodwill allocated to each reporting unit.  The Company determines the fair value of its reporting unit based on a combination of income and market approaches.  The income approach is based on the present value of estimated future cash flows of the reporting units and the market approach is based on a market multiple calculated for each business unit based on market data of other companies engaged in similar business.  If the carrying amount of the reporting unit is in excess of its fair value, step two requires the comparison of the implied fair value of the reporting unit’s goodwill against the carrying amount of the reporting unit’s goodwill.  Any excess of the carrying value of the reporting unit’s goodwill over the implied fair value of the reporting unit’s goodwill is recorded as an impairment loss.  There was no impairment of goodwill identified through June 30, 2015.

 

Impairment of Long-Lived Assets

 

Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group.  If the carrying amount of an asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.  There have not been any impairments of long-lived assets through June 30, 2015.

 

Contingent Consideration

 

Contingent consideration is re-measured to its estimated fair value for each year and with the change in fair value recognized as income or expense in the Company’s consolidated statements of operations.  Therefore, any changes in the fair value will impact the Company’s results of operations in such reporting period thereby resulting in potential variability in the Company’s results until contingencies are resolved.  The changes in fair value for the six months ended June 30, 2015 and 2014 were $284,057 and $0, respectively.

 

Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured.  For multiple-element arrangements, the Company allocates revenue to all deliverables based on their relative selling prices.

 

The Company determines the selling price to be used for allocating revenue to deliverables as follows: (i) vendor specific objective evidence (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”).  VSOE generally exists only when the Company sells the deliverable separately and it is the price actually charged by the Company for that deliverable.  Any discounts given to the customer are allocated by applying the relative selling price method.

 

The Company has identified two deliverables generally contained in the arrangements involving the sale of its umbilical cord blood and/or cord tissue products.  The first deliverable is associated with enrollment, including the provision of a collection kit and processing.  Revenue for this deliverable is recognized after the collection and successful processing of a cord blood/cord tissue unit.  The second deliverable is either the annual storage of a specimen for 18 year or lifetime storage (“prepaid storage”) of a specimen.  The time period for the lifetime prepaid storage is assessed annually by the Company based on the average duration of life per actuarial tables for males and females.  Revenue for this deliverable is recognized ratably over the

 

9



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

length of the payment service period.  The Company has allocated revenue between these deliverables using the relative selling price method.  The selling price for the enrollment, collection kit and processing deliverable and the prepaid storage option are determined based on ESP because the Company does not have VSOE or TPE for these elements.  The selling price for the annual storage option is determined based on VSOE as the Company has standalone renewals to support the selling price.

 

Deferred revenue includes: (1) amounts collected in advance of unit processing and (2) amounts associated with unearned storage fees collected at the beginning of the storage contract term, net of allocated discounts.  Amounts not expected to be recognized within the next year are classified as long-term deferred revenue.

 

Shipping and Handling

 

The Company bills its customers a fee for the shipping of the collection kits.  For the six months ended June  30, 2015 and 2014, these revenues were $2,971,260 and $3,027,530, respectively, and are recorded in net revenues.  The costs associated with the shipping of the collection kit are recorded in cost of services.  For the six months ended June 30, 2015 and 2014, these costs were $2,201,734 and $2,442,721, respectively.

 

Rental Revenue and Expenses

 

The Company owns a building in Tucson, Arizona and leases 10,000 square feet to one tenant.  Rental revenue is recognized on a straight-line basis over the life of the lease agreement which was renewed in 2013 and expires on December 31, 2015.  Rental revenue is recorded in other revenue.  As of June 30, 2015, the future minimum lease payments to be received totaled $87,500 for the remaining six months ending December 31, 2015.

 

Operating expenses related to the building consist of utilities, maintenance, depreciation, and building management fees.  For the six months ended June 30, 2015 and 2014, the operating expenses were $241,305 and $112,864, respectively, and are recorded in selling, general, and administrative expenses in the Consolidated Statements of Operations.

 

Research and Development

 

Research and development costs are expensed as incurred and consist primarily of contracted services and other direct expenses.

 

Advertising Costs

 

The Company capitalizes costs associated with print media advertising space.  The capitalized costs are amortized over their expected periods of use.

 

As of June 30, 2015 and 2014, $141,940 and $57,305, respectively, of capitalized advertising costs were included in prepaid and other current assets on the Consolidated Balance Sheets.  Advertising expenses were $649,049 and $1,273,790 for the six months ending June 30, 2015 and 2014, respectively, and are included in selling, general, and administrative expenses in the Consolidated Statements of Operations.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to

 

10



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

apply to taxable income in the years in which those temporary differences are 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.

 

The Company follows generally accepted accounting principles for uncertainty in income taxes.  These accounting principles prescribe a comprehensive model for the recognition, measurement, presentation and disclosure in the consolidated financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return.  The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.  Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.  Change recognition or measurement is reflected in the period in which the change in judgment occurs.  No liabilities related to uncertain tax positions are recorded in the consolidated financial statements.  It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense.  No penalties or interest have been recorded in the consolidated financial statements.

 

Management Incentive Units

 

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation.  ASC Topic 718 requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award.

 

Comprehensive Loss

 

The Company has no components of other comprehensive loss other than its net loss, and accordingly, the comprehensive loss is equivalent to the net loss for the six months ended June 30, 2015 and 2014.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update (“ASU”) No. 2014-09.  ASU 2014-09 provided guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method.  ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2018 and all interim reporting periods within annual reporting periods beginning after December 15, 2019.  The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

 

In August 2014, the FASB issued new guidance related to the disclosures around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

 

Other amendments to GAAP have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

11



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

3.              Prepaid and Other Current Assets

 

Prepaid and other current assets consist of the following as of June 30:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Other receivables

 

$

1,121,736

 

$

1,509,904

 

Prepaid tax deposits

 

5,597,808

 

6,990,022

 

Prepaid expenses

 

1,765,538

 

1,958,463

 

Prepaid and other current assets

 

$

8,485,082

 

$

10,458,389

 

 

4.              Property and Equipment, net

 

Property and equipment, net, consists of the following as of June 30:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Land

 

$

700,000

 

$

700,000

 

Building and improvements

 

9,611,570

 

7,930,000

 

Computer equipment and software

 

19,997,011

 

21,015,720

 

Laboratory equipment

 

5,558,376

 

5,567,752

 

Office furniture and equipment

 

1,488,935

 

1,113,074

 

Leasehold improvements

 

1,151,876

 

1,243,215

 

Construction in progress

 

8,751,462

 

3,112,584

 

 

 

47,259,230

 

40,682,345

 

Less accumulated depreciation

 

(19,054,126

)

(16,159,680

)

Property and equipment

 

$

28,205,104

 

$

24,522,665

 

 

Depreciation expense totaled $2,655,526 and $4,866,993 for the six months ended June 30, 2015 and 2014, respectively.  During the six months ended June 30, 2015, the loss on disposal of assets was $878,070, which is comprised of a reduction of fixed assets of $4,385,160 and a reduction of accumulated depreciation of $3,507,090.  During the six months ended June 30, 2014, the loss on disposal of assets was $8,872, which is comprised of a reduction of fixed assets of $8,872 and a reduction of accumulated depreciation of $0.

 

5.              Goodwill and Other Intangible Assets, net

 

The Company has intangible assets of $407,805,909 and $422,198,546 as of June 30, 2015 and 2014, respectively, including $288,006,094 and $286,236,057 of goodwill and $119,799,815 and $135,962,489 of intangible assets, respectively.

 

The Company’s identifiable intangible asset classes subject to amortization, their gross carrying amount, and accumulated amortization as follows as of June 30:

 

12



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

Intangible Asset

 

Weighted Amortization Period

 

2015

 

2014

 

Trade names

 

20 years

 

$

30,090,000

 

$

30,090,000

 

Patents and proprietary technology

 

10 years

 

23,090,000

 

23,090,000

 

Customer relationships

 

25 years

 

114,910,000

 

114,910,000

 

Less: Accumulated amortization

 

 

 

(48,290,185

)

(32,127,511

)

Net carrying amount

 

 

 

$

119,799,815

 

$

135,962,489

 

 

The total weighted-average amortization period of the intangible assets with the finite useful lives was 22 years.  The Company recorded amortization expenses of $7,764,528 and $8,398,144 for the six months ended June 30, 2015 and 2014, respectively.

 

Estimated aggregate amortization expense for future years is:

 

2015, remaining six months

 

$

7,764,531

 

2016

 

14,397,366

 

2017

 

13,013,864

 

2018

 

11,716,444

 

2019

 

10,616,065

 

2020 and thereafter

 

62,291,545

 

Total

 

$

119,799,815

 

 

6.              Term Loans and Notes Payable

 

In September 2012, CBR and Holdings entered into a credit agreement with lending institutions in the form of term loans totaling $150,000,000 (“Term Loans”) and a notes payable in the amount of $64,000,000 (“Notes Payable”) to fund the acquisition of CBR.  The credit agreement gave CBR access to a revolving line of credit in the principal amount of $15,000,000, letters of credit and swing line loans to be used for working capital and other general corporate financing purposes.

 

The Term Loans were recorded at an initial carrying value of $147,112,500, net of $2,887,500 in debt discount.  The debt discount is being accreted to the carrying value of the Term Loans as a non-cash interest expense utilizing the effective interest rate method over the period ending on September 2017, which was the scheduled maturity date of the Term Loans.  Debt discount accreted during the six month ended June 30, 2014 was $297,156.  At June 30, 2014, the carrying value of the Term Loans was $138,595,941, net of $2,029,059 of unamortized debt discount.

 

Interest expense on the Term Loans for the six months ended June 30, 2014 was $4,538,511.  Principal payments and the accrued interest were due and payable on a quarterly basis, starting on December 31, 2012.  The quarterly payments were to range from $937,500 to $2,812,500 with a balloon payment of $111,562,500 at the maturity date.  The Term Loans were to mature in September 2017 and are collateralized by a perfected security interest in, and mortgages on, substantially all the tangible and intangible assets of CBR and each guarantor.  The Term Loans are unconditionally guaranteed by Holdings and each wholly-owned domestic subsidiary of Holdings as specified in the agreement.  CBR may prepay the Term Loans, revolving line of credit loans and swing line loans without premium or penalties.  The agreement requires mandatory

 

13



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

prepayment of the term loans upon a certain excess of cash flow as defined in the terms of the agreement.  The Term Loans require CBR to maintain certain financial and non-financial covenants.  The agreement contains a material adverse change clause, as defined in the agreement, which would result in an event of default if the lender deems a material adverse change to have occurred to the Company’s business and the bank may declare all obligations immediately due and payable as well as restricts payments of dividends.

 

On August 5, 2014, the Company entered into a new credit agreement with its lending institutions.  The initial term loan was modified and a new term loan of $200,000,000 resulted (“New Term Loans”).  The notes payable was modified by increasing the balance by $19,000,000 for a total notes payable amount of $83,000,000.  In addition, the new credit agreement gives CBR access to a revolving line of credit in the principal amount of $15,000,000, letters of credit and swing line loans to be used for working capital and other general corporate financing purposes.

 

The New Term Loans were recorded at an initial carrying value of $198,288,821, net of $1,711,179 in debt discount.  The debt discount is being accreted to the carrying value of the New Term Loans as a non-cash interest expense utilizing the effective interest rate method over the period ending on August 4, 2019, which is the scheduled maturity date of the New Term Loans.  Debt discount accreted during the six months ended June 30, 2015 was $132,458.  At June 30, 2015, the carrying value of the New Term Loans was $196,498,987, net of $1,501,013 of unamortized debt discount.

 

Interest expense on the New Term Loans for the six months ended June 30, 2015 was $5,495,799.  Principal payments and the accrued interest are due and payable on a quarterly basis, starting on September 30, 2014.  The quarterly payments are $500,000 with a balloon payment of $190,000,000 at the maturity date.  The New Term Loans mature on August 4, 2019 and are collateralized by a perfected security interest in, and mortgages on, substantially all the tangible and intangible assets of CBR and each guarantor.  The New Term Loans are unconditionally guaranteed by Holdings and each wholly-owned domestic subsidiary of Holdings as specified in the agreement.  CBR may prepay the New Term Loans, revolving line of credit loans and swing line loans without premium or penalties.  The agreement requires mandatory prepayment of the term loans upon a certain excess of cash flow as defined in the terms of the agreement.  The New Term Loans require CBR to maintain certain financial and non-financial covenants.  The agreement contains a material adverse change clause, as defined in the agreement, which would result in an event of default if the lender deems a material adverse change to have occurred to the Company’s business and the bank may declare all obligations immediately due and payable as well as restricts payments of dividends.

 

The Notes Payable are subordinated to the New Term Loans and revolving line of credit (senior obligations), accrues interest at 11.75% annually and is due and payable on a quarterly basis.  Interest expense on the Notes Payable for the six months ended June 30, 2015 and 2014 was $4,836,171 and $3,846,906, respectively.

 

The Notes Payable were recorded at an initial carrying value of $80,925,738, net of $2,074,262 in debt discount.  The debt discount is being accreted to the carrying value of the Notes Payable as a non-cash interest expense utilizing the effective interest rate method over the period ending in September 2020, which is the scheduled maturity date of the Notes Payable.  Debt discount amortized during the six months ended June 30, 2015 and 2014, were $120,290 and $71,336, respectively.  At June 30, 2015 and 2014, the carrying value of the Notes Payable were $81,123,013 and $62,292,689, net of $1,876,987 and $1,707,311, respectively, of unamortized debt discount.

 

14



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

The Notes Payable require CBR to maintain certain financial and non-financial covenants.  The Notes Payable are subject to a mandatory prepayment following (i) the change of control prior to the third anniversary of the closing date of the agreement at a prepayment premium, and (ii) the prepayment of senior loan obligations in connection with casualty event-repayment event as defined in the agreement.  CBR is also required to make quarterly payments on the outstanding principal of the note starting September 2017 equal to the specific formula as defined in the agreement.  The Note Payable matures in September 2020 and is unconditionally guaranteed by Holdings and each wholly-owned domestic subsidiary of Holdings as specified in the agreement.  The agreement contains a material adverse change clause, as defined in the agreement, which would result in an event of default if the lender deems a material adverse change to have occurred to the Company’s business and the bank may declare all obligations immediately due and payable as well as restricts payments of dividends.

 

CBR incurred issuance costs of $3,665,225, consisting primarily of investment banking, legal and other professional fees.  The total issuance costs were capitalized and are being amortized as non-cash interest expense utilizing the effective interest rate method over the period ending on the scheduled maturity dates of the Term Loans and Notes Payable.  Issuance costs amortized during the six months ended June 30, 2015 and 2014 were $348,204 and $328,663, respectively.

 

As of June 30, 2015 and 2014, there were minimal short-term borrowings on the revolving line of credit, swing line loans or letters of credit.  CBR is charged fees of 0.5% annually on the unutilized revolving line of credit borrowing base.  The fee is due and payable on a quarterly basis, starting on December 31, 2012.  Fees related to the unutilized line of credit for the six months ended June 30, 2015 and 2014 were $37,708, and is included in interest expense in the Consolidated Statement of Operations.  The revolving line of credit matures in September 2020.

 

As of June 30, 2015, the Company was in compliance with all debt covenants.

 

Future minimum payments at June 30, 2015 are:

 

Years ending December 31,

 

Term Loans

 

Notes Payable

 

Total

 

2015, remaining six months

 

$

6,558,973

 

$

4,916,328

 

$

11,475,301

 

2016

 

12,973,493

 

9,752,500

 

22,725,993

 

2017

 

12,831,868

 

9,752,500

 

22,584,368

 

2018

 

12,720,340

 

9,752,500

 

22,472,840

 

2019

 

197,290,701

 

9,752,500

 

207,043,201

 

2020 and thereafter

 

 

90,027,144

 

90,027,144

 

Total

 

242,375,375

 

133,953,472

 

376,328,847

 

Less: amounts representing interest

 

(44,375,375

)

(50,953,472

)

(95,328,847

)

Less: unamortized discount

 

(1,501,013

)

(1,876,987

)

(3,378,000

)

Less: current portion

 

(1,706,829

)

 

(1,706,829

)

Long term portion

 

$

194,792,158

 

$

81,123,013

 

$

275,915,171

 

 

15



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

7.              Accrued Liabilities

 

Accrued liabilities consist of the following as of June 30:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Professional fees

 

$

289,554

 

$

215,840

 

Interest

 

49,361

 

2,228,824

 

Taxes payable

 

160,813

 

136,081

 

Bonus

 

609,601

 

995,871

 

Wages

 

1,237,194

 

1,070,694

 

Accrued expenses

 

7,741,631

 

5,349,840

 

Accrued liabilities

 

$

10,088,154

 

$

9,997,150

 

 

8.              Other Current Liabilities

 

Other current liabilities consist of the following as of June 30:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Contingent consideration

 

$

570,238

 

$

 

Retained amount

 

35,678,413

 

 

Employee retention amount

 

1,339,503

 

1,562,015

 

Other current liabilities

 

$

37,588,154

 

$

1,562,015

 

 

9.              Other Long Term Liabilities

 

Other long term liabilities consist of the following as of June 30:

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Deferred tax liability

 

$

45,458,166

 

$

54,369,708

 

Contingent consideration

 

 

6,563,715

 

Retained amount

 

 

25,835,416

 

Other long term liabilities

 

$

45,458,166

 

$

86,768,839

 

 

Pursuant to the acquisition, a retained amount was established to cover expenses and potential settlements related to certain pre-acquisition contingencies and breach of general representations and warranties.  The retained amount was a component of the purchase price.

 

At June 30, 2014, cash of $25,886,207 has been restricted to fund the retained amount.  At June 30, 2015, cash of $28,464,330 has been restricted to fund the retained amount.  An additional $7,214,083 will be transferred from the operating account in September 2015 to fund the remaining portion of the retained amounts.

 

16



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

10.       Income Taxes

 

At June 30, 2015 and 2014, the Company recorded income tax payables totaling approximately $160,813 and $136,081, respectively, in accrued liabilities, on the Consolidated Balance Sheets.

 

The total income tax expense differs from what the income tax expense would be using the federal statutory rate primarily due to state taxes and nondeductible expenses.

 

At June 30, 2015 and 2014, the Company had state net operating loss carry forwards of approximately $44.8 million and $49.7 million, respectively.  The state net operating loss carry forwards expire in 2021.

 

At June 30, 2015 and 2014, the Company had Arizona state credits of $0.4 million.  The credit carry forward will expire in 2016.

 

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  All tax years are open and may be subject to potential examination in one or more jurisdictions.

 

11.       Members’ Equity

 

Under the CBR Holdco Limited Liability Company Agreement (“LLC Agreement”) dated September 19, 2012, the Company is authorized as the Board determines from time to time, to issue common units, which includes incentive units under the Company’s Incentive Unit Plan.

 

Incentive Unit Plan

 

CBR’s parent, Holdco has agreements with certain employees and board members whereby those employees and board members have been granted management incentive units.  The incentive units granted are subject to a participation threshold at the grant date, based on the $10 stated value of the common units of Holdco, which increase by 8% per annum.  The granted awards contain service criteria, performance criteria, or a combination thereof for vesting.  Incentive units with a service condition generally vests over 5 years with 20% vesting each year.  Incentive units with a performance condition vest when the annual internal rate of return exceeds 25%, and when cash outflows to investors exceeds cash inflows from investors by a multiple of 3 times.

 

Stock-based compensation expenses for the six months ended June 30, 2015 and 2014 were $1,202,234 and $1,135,215, respectively.

 

The fair value of the 392,241 incentive units granted with vesting performance criteria totaled $1,583,866.  At June 30, 2015 and 2014, the Company did not believe the vesting performance criteria were probable and therefore no stock-based compensation has been recorded.  Once vesting performance criteria becomes probable, the amortization of the fair value will commence and be recorded as stock-based compensation.

 

Distributions

 

The Board may in its discretion make distributions from time to time pursuant to the distribution priorities as set in the LLC Agreement.  No incentive unit shall receive distributions until each common unit that is not an incentive unit has received an amount equal to a hypothetical yield on the aggregate unreturned capital

 

17



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

contributions of 8% per annum, compounded quarterly.  No portion of any distribution shall be made with respect to any unit that has not been issued or unvested incentive units.

 

Holdco shall use its reasonable best efforts to distribute to the unitholders within 15 days after the end of fiscal quarter an aggregate amount of cash to approximate the unitholders U.S federal, state and local estimated tax liability for the fiscal quarter.  Holdco is required to distribute to unitholders net cash proceeds received from a public offering or a sale of the company within terms as described in the agreement.

 

Allocations

 

Net profit or net losses for any calendar year shall be allocated among the unitholders in such a manner that, as of the end of such calendar year, the sum of each unitholder’s capital account, share of minimum gain and partner nonrecourse debt minimum gain shall be equal to the respective net amounts, which would be distributed to them as if Holdco were to liquidate the assets of Holdco for an amount equal to their book value and distribute the proceeds of the liquidation.  Special allocations to the unitholders’ capital accounts are made in the manner required by Treasury Regulation Section 1.704-2.

 

Repurchases

 

In the event of an employee separation, the co-invest units and the vested incentive units will be subject to repurchase at the Company’s option.  The purchase price for each co-invest unit and vested incentive unit will be the fair market value of such unit provided, however, if such separation results from employee’s resignation without good reason or from the Company’s termination of employment with cause (as defined in the employment agreement), the purchase price for each co-invest unit will be the lesser of the employee’s original cost for such unit and fair market value of such unit, and the purchase price for each vested incentive unit will be $0.

 

The Company may elect to purchase all or any portion of the co-invest units and vested incentive units by delivering written notice (the “Repurchase Notice”) to the holder of such securities within twelve months after the separation.  For the six months ended June 30, 2015, 5,460 vested incentive units were repurchased for $5,655.

 

Transfer by Unitholders

 

No unitholder is allowed to transfer, offer or agree to transfer all or any parts of any interest in such units without the prior written consent of the Board.  All Board approved unit transfers are subject to compliance with the terms of the Agreement.  The transferee becomes a substitute unitholder on the date of such transfer.  Consent to units transfer is not required for purchasers and investors as specified in the agreement.  No transfer of any unit or economic interest is permitted if such a transfer would cause Holdco to have more than 100 partners and would create a risk that Holdco would be treated as a publicly traded partnership within the meaning of Section 7704 of the Internal Revenue Code.  An additional person may be admitted as a unitholder based on Board’s discretion.

 

Dissolution and Liquidation

 

Holdco shall dissolve upon the earlier of: (i) approval of the Board or the holders of the required interest or (ii) judicial dissolution or administrative dissolution of Holdco.  On dissolution of Holdco, the Board shall

 

18



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

act as liquidator or may appoint one or more representative or unitholders as liquidator.  The liquidator shall sell any portion of Holdco’s assets and make final distributions.

 

12.       Fair Value of Financial Instruments

 

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments:

 

a.                                      Term Loans and Notes Payable

 

Term loans and notes payable are carried at the outstanding principal balances, net of issue discounts.  The following table presents the carrying value and estimated fair value of the Company’s term loans and notes payable as of June 30, 2015 and 2014:

 

 

 

2015

 

2014

 

 

 

 

 

Estimated

 

 

 

Estimated

 

 

 

Carrying Value

 

Fair Value

 

Carrying Value

 

Fair Value

 

Term Loans

 

$

196,498,987

 

$

168,429,024

 

$

138,595,941

 

$

128,539,097

 

Notes Payable

 

81,123,013

 

87,979,991

 

62,292,689

 

68,140,994

 

Totals

 

$

277,622,000

 

$

256,409,015

 

$

200,888,630

 

$

196,680,091

 

 

The estimated fair values of the term loans and notes payable were based on the then-current rates available to the Company for debt of similar terms and remaining maturities and also took into consideration default and credit risk.  The Company determined the estimated fair value amount by using available market information and commonly accepted valuation methodologies.  The fair value of the long-term debt was categorized as Level 3 in the fair value hierarchy.

 

b.                                      Assets/Liabilities Measured at Fair Value on a Recurring Basis

 

In the tables below, the Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

 

19



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

 

 

June 30, 2015

 

 

 

Quoted prices in

 

 

 

 

 

 

 

Active Markets for

 

Significant Other

 

Significant

 

 

 

Identical

 

Observable Inputs

 

Unobservable

 

Liabilities

 

Items (Level 1)

 

(Level 2)

 

Inputs (Level 3)

 

Contingent consideration

 

$

 

$

 

$

570,238

 

 

 

 

June 30, 2014

 

 

 

Quoted prices in

 

 

 

 

 

 

 

Active Markets for

 

Significant Other

 

Significant

 

 

 

Identical

 

Observable Inputs

 

Unobservable

 

Liabilities

 

Items (Level 1)

 

(Level 2)

 

Inputs (Level 3)

 

Contingent consideration

 

$

 

$

 

$

6,563,715

 

 

The Company measures the fair value of its Level 3 contingent consideration liabilities based on the income approach by using expected payouts, factoring in estimated staff retention for the ERA portion.  The estimated discount rate used ranged from 4.5% to 10.5%.

 

The following table presents the reconciliation for all assets and liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):

 

 

 

Contingent

 

Fair Value Using Level 3 Inputs

 

Consideration

 

Balance at December 31, 2013

 

$

6,563,715

 

Change in fair value

 

 

Balance at June 30, 2014

 

6,563,715

 

Change in fair value

 

(264,306

)

Transfer out to retained liability

 

(6,013,228

)

Balance at December 31, 2014

 

286,181

 

Change in fair value

 

284,057

 

Balance at June 30, 2015

 

$

570,238

 

 

13.       401(k) Plan

 

The Company has a 401(k) profit sharing plan for all eligible employees and their beneficiaries.  Contributions by the Company are determined by the Company’s Board of Directors and are discretionary.  The Company contributed $430,479 and $409,359 to the 401(k) profit sharing plan during the six months ended June 30, 2015 and 2014, respectively.

 

20



 

CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

14.            Commitments and Contingencies

 

a.              Rental Commitments

 

The Company leases office space under a non-cancelable operating lease.  The office space lease expires in September 2017.  The office space lease provides for an annual 3% increase in rent.  Rent expense under the lease totaled $484,863 and $575,668 during the six months ended June 30, 2015 and 2014, respectively.  Future minimum lease commitments are as follows:

 

2015, remaining six months

 

$

518,350

 

2016

 

1,059,911

 

2017

 

812,686

 

Total

 

$

2,390,947

 

 

b.              Legal Matters

 

From time to time, in the ordinary course of business, various claims may be made against the Company.  The Company is not aware of any claims that could materially affect the consolidated financial statements.

 

On August 8, 2014, the Company entered into a Confidential Settlement Agreement and Release.  In this agreement, the Company was paid a sum of $815,000 in exchange for the mutual release of the defendants in the case and dismissal of all litigation.

 

c.               Class Action

 

In January 2012, a class action lawsuit was commenced, naming CBR as the defendant.  The plaintiffs allege that CBR breached the California Confidentiality of Medical Information Act as a result of medical records being stolen from an employee’s vehicle.  In February 2013, Holdco presented their preliminary settlement to the court, which includes two years of credit monitoring and identity theft insurance for each class member.  In February 2013, class members were also notified of the terms of the settlement.  Class members were required to enroll online for credit monitoring and identity theft insurance by May 2013 and November 2013, respectively.  As a result of these terms, Holdco also entered into a contract with a credit monitoring company to cover a minimum of $600,000 in credit monitoring services.  Holdco believes the retained amount established at the close of acquisition of CBR will be sufficient to cover any losses that may result from this matter and thus will not have a material impact on its business or the consolidated financial statements.

 

d.              Purchase Commitments

 

The Company has purchase commitments with the manufacturer of the processing bags and the collection bags.  As of June 30, 2015, the Company has committed to purchase $3,649,536 worth of processing bags and collection bags through 2016.

 

The Company has one year remaining on a contract with two professional services groups that are providing guidance on marketing and a registry website, content, and tracking.  As of June 30, 2015, the

 

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CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

Company has committed to paying $420,000 during the remaining six months ended December 31, 2015.

 

The Company has contracts with four large practice groups which provide education services to their doctors and patients.  The Company has committed to paying them $92,568 per year from 2015 through 2019.

 

15.            Related Party Transactions

 

The Company entered into an advisory services agreement with the Company’s primary equity sponsor, GTCR, effective September 19, 2012.  GTCR provides the Company financial and management consulting services in the areas of corporate strategy, budgeting for future corporate investments, acquisition and divestiture strategies and debt and equity financings.

 

The advisory services agreement provides that the Company pay placement fees to GTCR of 1% of the gross amount of any debt or equity financing.  For the six months ended June 30, 2015 and 2004, the Company incurred placement fees of $783,750 and $0 which was deferred as debt issuance costs and will be amortized as non-cash interest expense utilizing the effective interest rate method over the period ending on the scheduled maturity dates of the Term Loans and Notes Payable (Note 6).

 

The advisory services agreement provides that the Company pay a $125,000 quarterly management fee to GTCR.  During the six months ended June 30, 2015 and 2014, the Company incurred management fees of $250,000.

 

The Company also reimburses GTCR for out-of-pocket expenses incurred while providing the above professional services.  During the six months ended June 30, 2015 and 2014 the Company reimbursed out-of-pocket expenses to GTCR of $17,135 and $23,984, respectively.

 

The Company has an agreement with a firm that provides legal services.  Two employees of that firm are equity investors in the Company.  During the six months ended June 30, 2015 and 2014 the Company paid $35,132 and $343,121, respectively, in fees to this firm.

 

On February 18, 2013, the Company entered into a Promissory Note and Pledge Agreement with an employee of the Company totaling $1,000,000.  This is a term loan with a maturity date of February 18, 2020.  The interest rate is 1% per annum due on the 1st day of each calendar quarter after the Date of Issuance.  The loan is secured with 50,000 Co-Invest Units and 200,000 Special Incentive Units.  The agreement contains a mandatory prepayments clause within 30 days of Separation with Cause, upon payment of any proceeds paid or payable to Borrower in connection with any sale, pledge or transfer of, or cash distribution with respect to, any equity of the Company or its subsidiaries, or upon any Sale of the Company or Public Offering.  Borrower may prepay all or any portion of the outstanding principal at any time before the maturity date.

 

16.            Subsequent Events

 

On June 29, 2015, the Company entered into a definitive agreement to be acquired by a specialty pharmaceutical company.

 

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CBR Holdco, LLC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2015 and 2014

 

In July 2015, the Company paid down $12.0 million on the term loan balance.

 

The Company has evaluated subsequent events from the balance sheet date through July 28, 2015, the date at which the consolidated financial statements were available to be issued.

 

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