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8-K/A - 8-K/A - LANNETT CO INCa16-3373_48ka.htm
EX-99.2 - EX-99.2 - LANNETT CO INCa16-3373_4ex99d2.htm
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EX-99.3 - EX-99.3 - LANNETT CO INCa16-3373_4ex99d3.htm
EX-23.1 - EX-23.1 - LANNETT CO INCa16-3373_4ex23d1.htm

Exhibit 99.4

 

Unaudited Pro Forma Combined Financial Statements of Lannett Company,  Inc.

 

Lannett Company, Inc. (“we,” “Lannett” or “LCI”) completed the acquisition of Kremers Urban Pharmaceuticals Inc. (“KUPI”), a subsidiary of UCB Manufacturing, Inc., a wholly-owned subsidiary of UCB S.A., (“UCB”) for approximately $1.21 billion in aggregate consideration (the “Acquisition”) on November 25, 2015.  The total consideration transferred by LCI to UCB included the following: a cash payment of $1.03 billion; senior unsecured notes with an acquisition date fair value of $200.0 million; a warrant to purchase common stock with an acquisition date fair value of $29.9 million; reimbursement for original debt issuance discount and commitment fee with an acquisition date fair value of $37.3 million; contingent consideration with an acquisition date fair value of $35.0 million, and cash reimbursement for estimated working capital adjustments of $46.2 million.

 

Lannett funded the Acquisition with proceeds from the issuance of the $910.0 million senior secured credit facility, $22.8 million borrowings on the Revolving Credit Facility, the issuance of the $250.0 million senior notes and cash on hand.  Lannett also issued a warrant with an estimated acquisition date fair value of $29.9 million. Lannett’s senior secured credit facility, with an aggregate principal amount of up to $1.03 billion, is comprised of (i) a senior secured term loan A facility (the “Term Loan A”) in an aggregate principal amount of $275.0 million, a senior secured term loan B facility (the “Term Loan B”)  in an aggregate principal amount of $635.0 million (collectively the “Term Loan Facilities”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $125.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Senior Secured Credit Facility” and, together with the Senior Notes and the Acquisition, the “Transactions”).

 

As used herein, the terms “the Company,” “we,” and “our” refer to Lannett Company, Inc., and where applicable, its consolidated subsidiaries. The Company and KUPI have different fiscal year ends. The financial periods presented in this Form 8-K are based on our fiscal periods.  For the purpose of presenting these pro forma financial statements, we used the financial statements for our fiscal year ended June 30, 2015, as filed with the Securities and Exchange Commission (“SEC”) in our most recent Annual Report on Form 10-K and the unaudited financial statements for our first quarter ended September 30, 2015, as filed with the SEC in our most recent Form 10-Q. To meet the SEC’s pro forma requirements of combining operating results for KUPI for an annual period that ends within 93 days of the end of our latest annual fiscal period as filed with the SEC, we adjusted KUPI’s historical financial information for the year ended December 31, 2014 to include the interim period ended June 30, 2015 and subtracted the comparable interim period ended June 30, 2014. The KUPI net sales and net income for the six months ended June 30, 2015 were $191.5 million and $28.5 million, respectively. We combined this KUPI unaudited historical financial information for the twelve months ended June 30, 2015 with our fiscal year ended June 30, 2015 “financial information” to prepare the pro forma financial statements. The Unaudited Pro Forma Combined Balance Sheet as of September 30, 2015 gives effect to the KUPI acquisition as if it had occurred on that date and includes historical data as reported by the separate companies. The Unaudited Pro Forma Combined Statement of Operations for the twelve months ended June 30, 2015 and the three months ended September 30, 2015 gives effect to the KUPI acquisition as if it had been consummated on July 1, 2014 and includes historical data as reported by the separate companies. The historical financial information has been adjusted to give effect to events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results of the companies. The detailed assumptions used to prepare the pro forma financial information are contained in the notes to the Unaudited Pro Forma Combined Financial Statements (“Pro Forma Statements”).

 

The acquisition has been accounted for as a business combination (in accordance with ASC 805 Business Combinations) and, as such, KUPI’s assets acquired and liabilities assumed have been recorded at their respective fair values. The determination of fair value for the identifiable tangible and intangible assets acquired and liabilities assumed requires extensive use of accounting estimates and judgments. Significant estimates and assumptions include, but are not limited to: determining the timing and estimated costs to complete the in-process research and development projects, projecting the likelihood and timing of obtaining regulatory approval, estimating future cash flows and determining the appropriate discount rate. The estimated fair values of the assets acquired and liabilities assumed on the KUPI acquisition date included in the Pro Forma Statements are provisional and subject to change. Any changes to the final fair values could be material.

 

The pro forma adjustments reflecting the consummation of the KUPI acquisition are based upon the acquisition method of accounting in accordance with U.S. generally accepted accounting principles and upon the assumptions set forth in the Notes included in this section. The Pro Forma Statements have been prepared based on available information, using estimates and assumptions that our management believes are reasonable. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Pro Forma Statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are preliminary and have been made solely for purposes of developing these Pro Forma Statements. The Unaudited Pro Forma Combined Balance Sheet has been adjusted to reflect the allocation of the purchase price to identifiable net assets acquired and of the excess purchase price to goodwill.

 

The Unaudited Pro Forma Combined Statement of Operations does not purport to represent the actual results of operations that would have occurred if the acquisition had taken place on the date specified and are not necessarily indicative of the results of operations that may be achieved in the future. The Unaudited Pro Forma Combined Statement of Operations does not reflect any adjustments for the effect of non-recurring items or operating synergies that we may realize as a result of the acquisition. The Pro Forma Statements

 



 

include certain reclassifications to conform the historical financial information of KUPI to our presentation (see Note 4 in the accompanying notes).

 

The assumptions used and adjustments made in preparing the Pro Forma Statements are described in the Notes, which should be read in conjunction with the Pro Forma Statements. The Pro Forma Statements and related Notes contained herein should be read in conjunction with the Consolidated Financial Statements and related Notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015 and the Unaudited Consolidated Financial Statements and related Notes included in our most recently filed Form 10-Q for the period ended September 30, 2015.

 



 

LANNETT COMPANY, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(In thousands)

 

 

 

Lannett Company, Inc.
Historical (1)

 

Kremers Urban
Pharmaceuticals Inc.
Reclassified Historical (2)

 

Pro Forma
Adjustments (3)

 

 

 

Lannett Company, Inc.
Pro Forma Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

207,768

 

$

4,160

 

$

(89,943

)

(a)

 

$

121,985

 

Investment securities

 

14,890

 

 

 

 

 

14,890

 

Accounts receivable, net

 

107,216

 

157,849

 

(5,006

)

(b)

 

260,059

 

Inventories

 

45,231

 

66,921

 

19,140

 

(c)

 

131,292

 

Prepaid income taxes

 

5,531

 

 

4,456

 

(d)

 

9,987

 

Deferred tax assets

 

15,854

 

28,950

 

(24,764

)

(e)

 

20,040

 

Other current assets

 

4,512

 

3,826

 

10,158

 

(f)

 

18,496

 

Total current assets

 

401,002

 

261,706

 

(85,959

)

 

 

576,749

 

Property, plant, and equipment, net

 

98,621

 

94,131

 

 

 

 

192,752

 

Intangible assets, net

 

28,903

 

5,151

 

658,769

 

(g)

 

692,823

 

Goodwill

 

141

 

177,957

 

75,761

 

(h)

 

253,859

 

Deferred tax assets

 

12,471

 

192

 

578

 

(e)

 

13,241

 

Other assets

 

2,441

 

 

7,359

 

(i)

 

9,800

 

TOTAL ASSETS

 

$

543,579

 

$

539,137

 

$

656,508

 

 

 

$

1,739,224

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

17,259

 

$

13,507

 

$

 

 

 

$

30,766

 

Accrued expenses

 

6,675

 

6,607

 

 

 

 

13,282

 

Accrued payroll and payroll-related expenses

 

4,748

 

15,362

 

5,575

 

(j)

 

25,685

 

Rebates payable

 

11,458

 

9,543

 

 

 

 

21,001

 

Royalties payable

 

 

7,131

 

 

 

 

7,131

 

Current portion of long-term debt

 

137

 

 

68,250

 

(k)

 

68,387

 

Total current liabilities

 

40,277

 

52,150

 

73,825

 

 

 

166,252

 

Long-term debt, less current portion, net

 

839

 

 

1,012,144

 

(k)

 

1,012,983

 

Acquisition-related contingent consideration

 

 

 

35,000

 

(l)

 

35,000

 

Other liabilities

 

578

 

23,293

 

(17,924

)

(m)

 

5,947

 

TOTAL LIABILITIES

 

41,694

 

75,443

 

1,103,045

 

 

 

1,220,182

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

37

 

 

 

 

 

37

 

Additional paid-in capital

 

242,025

 

192,134

 

(162,214

)

(n)

 

271,945

 

Retained earnings

 

266,754

 

269,913

 

(282,676

)

(n)

 

253,991

 

Accumulated other comprehensive loss

 

(311

)

1,647

 

(1,647

)

 

 

(311

)

Treasury stock

 

(6,988

)

 

 

 

 

(6,988

)

Total Lannett Company, Inc. stockholders’ equity

 

501,517

 

463,694

 

(446,537

)

 

 

518,674

 

Noncontrolling interests

 

368

 

 

 

 

 

368

 

Total stockholders’ equity

 

501,885

 

463,694

 

(446,537

)

 

 

519,042

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

543,579

 

$

539,137

 

$

656,508

 

 

 

$

1,739,224

 

 



 


(1)         Represents unaudited results as of September 30, 2015 as reported on Form 10-Q filed with the SEC on November 5, 2015. Certain amounts have been reclassified.

(2)         Certain amounts have been reclassified to conform to Lannett’s presentation. Refer to Note 4. Reclassifications below. Kremers Urban Pharmaceuticals Inc. financial data is as of September 30, 2015.

(3)         See Note 3. Pro Forma Adjustments below.

 

The accompanying Notes are an integral part of the Unaudited Pro Forma Combined Financial Statements.

 



 

LANNETT COMPANY, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED JUNE 30, 2015

(In thousands)

 

 

 

Lannett Company, Inc.
Historical (1)

 

Kremers Urban
Pharmaceuticals Inc.
 Reclassified Historical (2)

 

Pro Forma
Adjustments
(3)

 

 

 

Lannett Company, Inc.
Pro Forma Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

406,837

 

$

406,567

 

$

(4,025

)

(b)

 

$

809,379

 

Cost of sales

 

100,344

 

237,820

 

 

 

 

338,164

 

Amortization of intangibles

 

137

 

916

 

27,684

 

(o)

 

28,737

 

Gross profit

 

306,356

 

167,831

 

(31,709

)

 

 

442,478

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

30,342

 

30,292

 

(2,895

)

(p)

 

57,739

 

Selling, general and administrative expenses

 

45,206

 

17,534

 

993

 

(q)

 

63,733

 

Acquisition-related expenses

 

4,321

 

8,978

 

(8,978

)

(r)

 

4,321

 

Total operating expenses

 

79,869

 

56,804

 

(10,880

)

 

 

125,793

 

Operating income

 

226,487

 

111,027

 

(20,829

)

 

 

316,685

 

Other income (loss):

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

1,130

 

 

 

 

 

1,130

 

Interest expense

 

(207

)

 

(106,019

)

(s)

 

(106,226

)

Other

 

12

 

(468

)

 

 

 

(456

)

Total other income (loss)

 

935

 

(468

)

(106,019

)

 

 

(105,552

)

Income before income taxes

 

227,422

 

110,559

 

(126,848

)

 

 

211,133

 

Income tax expense

 

77,430

 

25,206

 

(45,703

)

(t)

 

56,933

 

Net income

 

149,992

 

85,353

 

(81,145

)

 

 

154,200

 

Less: Net income attributable to noncontrolling interest

 

73

 

 

 

 

 

73

 

Net income attributable to Lannett Company, Inc.

 

$

149,919

 

$

85,353

 

$

(81,145

)

 

 

$

154,127

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share attributable to Lannett Company, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.18

 

 

 

 

 

(u)

 

$

4.30

 

Diluted

 

$

4.04

 

 

 

 

 

(u)

 

$

4.15

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

35,827,167

 

 

 

 

 

 

 

35,827,167

 

Diluted

 

37,127,117

 

 

 

 

 

 

 

37,127,117

 

 


(1)         Represents audited results for the year ended June 30, 2015 as reported on Form 10-K filed with the SEC on August 27, 2015.

(2)         Certain amounts have been reclassified to conform to Lannett’s presentation. Refer to Note 4. Reclassifications below. Kremers Urban Pharmaceuticals Inc. financial data is for the last twelve months ended June 30, 2015.

(3)         See Note 3. Pro Forma Adjustments below.

 

The accompanying Notes are an integral part of the Unaudited Pro Forma Combined Financial Statements.

 



 

LANNETT COMPANY, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015

(In thousands)

 

 

 

Lannett Company, Inc.

 

Kremers Urban
Pharmaceuticals Inc.

 

Pro Forma
Adjustments

 

 

 

Lannett Company, Inc.

 

 

 

Historical (1)

 

Reclassified Historical (2)

 

(3)

 

 

 

Pro Forma Combined

 

Net sales

 

$

 106,433

 

$

 78,279

 

$

 (746

)

(b)

 

$

 183,966

 

Cost of sales

 

28,819

 

50,230

 

 

 

 

79,049

 

Amortization of intangibles

 

187

 

22

 

7,128

 

(o)

 

7,337

 

Gross profit

 

77,427

 

28,027

 

(7,874

)

 

 

97,580

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

6,528

 

9,176

 

(607

)

(p)

 

15,097

 

Selling, general and administrative expenses

 

15,536

 

4,873

 

253

 

(q)

 

20,662

 

Acquisition-related expenses

 

3,942

 

1,680

 

(5,622

)

(r)

 

 

Total operating expenses

 

26,006

 

15,729

 

(5,976

)

 

 

35,759

 

Operating income

 

51,421

 

12,298

 

(1,898

)

 

 

61,821

 

Other income (loss):

 

 

 

 

 

 

 

 

 

 

 

Investment loss

 

(1,110

)

 

 

 

 

(1,110

)

Interest expense

 

(60

)

 

(26,029

)

(s)

 

(26,089

)

Other

 

 

(297

)

 

 

 

(297

)

Total other loss

 

(1,170

)

(297

)

(26,029

)

 

 

(27,496

)

Income before income taxes

 

50,251

 

12,001

 

(27,927

)

 

 

34,325

 

Income tax expense

 

17,055

 

999

 

(10,062

)

(t)

 

7,992

 

Net income

 

33,196

 

11,002

 

(17,865

)

 

 

26,333

 

Less: Net income attributable to noncontrolling interest

 

15

 

 

 

 

 

15

 

Net income attributable to Lannett Company, Inc.

 

$

 33,181

 

$

 11,002

 

$

 (17,865

)

 

 

$

 26,318

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share attributable to Lannett Company, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 0.91

 

 

 

 

 

(u)

 

$

 0.72

 

Diluted

 

$

 0.89

 

 

 

 

 

(u)

 

$

 0.70

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

36,310,653

 

 

 

 

 

 

 

36,310,653

 

Diluted

 

37,414,724

 

 

 

 

 

 

 

37,414,724

 

 


(1)         Represents unaudited results for the three months ended September 30, 2015 as reported on Form 10-Q filed with the SEC on November 5, 2015.

(2)         Certain amounts have been reclassified to conform to Lannett’s presentation. Refer to Note 4. Reclassifications below. Kremers Urban Pharmaceuticals Inc. financial data is for the last three months ended September 30, 2015.

(3)         See Note 3. Pro Forma Adjustments below.

 

The accompanying Notes are an integral part of the Unaudited Pro Forma Combined Financial Statements.

 



 

LANNETT COMPANY, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED

FINANCIAL STATEMENTS

 

Note 1. Basis of presentation

 

The Unaudited Pro Forma Combined Balance Sheet combines Lannett and KUPI’s historical Consolidated Balance Sheets as of September 30, 2015.

 

The Unaudited Pro Forma Combined Statement of Operations for the twelve months ended June 30, 2015 combines the historical year ended June 30, 2015 results for Lannett and the twelve months ended June 30, 2015 for KUPI to conform to Lannett’s fiscal year-end. The Unaudited Pro Forma Combined Statement of Operations for the three months ended September 30, 2015 combines the historical first quarter ended September 30, 2015 results for Lannett and the three month interim period ended September 30, 2015 for KUPI.

 

The Unaudited Pro Forma Combined Statement of Operations does not reflect the non-recurring expenses that we incurred in connection with the Acquisition, including fees to financing sources, attorneys, accountants and other professional advisors, the write-off of deferred financing costs, and other transaction-related costs that will not be capitalized. Additionally, the Unaudited Pro Forma Combined Statement of Operations does not reflect the effects of any anticipated cost savings and any related non-recurring costs to achieve those cost savings. The Unaudited Pro Forma Combined Statement of Operations does not purport to represent our actual results of operations that would have occurred if the acquisitions had taken place on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved in the future. The Unaudited Pro Forma Combined Statement of Operations includes certain reclassifications to conform the historical financial information of KUPI to our financial presentation.

 

Note 2. Acquisition of Kremers Urban Pharmaceuticals Inc.

 

Lannett completed the acquisition of 100% of the outstanding shares of KUPI on November 25, 2015, upon which KUPI became a wholly-owned subsidiary of Lannett.  KUPI was a privately-held subsidiary of UCB S.A., a specialty generic pharmaceutical company headquartered in Princeton, NJ, focused on difficult-to-formulate products as well as products using different specialized delivery technologies.

 

The following table summarizes the fair value of total consideration transferred to KUPI shareholders at the acquisition date of November 25, 2015:

 

(In thousands)

 

 

 

Cash purchase price paid to KUPI shareholders (1)

 

$

1,030,000

 

Estimated working capital adjustment (2)

 

(46,202

)

Certain amounts reimbursable by UCB (3)

 

(37,340

)

Total cash consideration transferred to KUPI shareholders

 

946,458

 

Unsecured 12.0% Senior Notes issued to UCB (4)

 

200,000

 

Acquisition-related contingent consideration (5)

 

35,000

 

Warrant issued to UCB (6)

 

29,920

 

Total consideration to KUPI shareholders

 

$

1,211,378

 

 


(1)         Cash consideration paid to KUPI shareholders was provided by borrowings under Lannett’s Senior Secured Credit Facilities and cash on hand.

(2)         Represents the estimated working capital adjustment pursuant to the terms and conditions of the amended Stock Purchase Agreement dated September 2, 2015.

(3)         Represents reimbursement from UCB for certain amounts incurred by UCB in connection with the financing of the transaction pursuant to the terms and conditions of the amended Stock Purchase Agreement dated September 2, 2015.

(4)         Lannett issued $200.0 million senior unsecured notes to UCB as consideration for the acquisition.

(5)         Represents the contingent payment related to the section 338(h)(10) election made pursuant to the Acquisition. Lannett has agreed to a 50/50 split of the additional tax liabilities UCB will incur associated with the section 338(h)(10) election, up to $35.0 million. We have accounted for this arrangement as contingent consideration and have recorded a liability of $35.0 million.

(6)         LCI issued to UCB a warrant to purchase up to 2.5 million shares of common stock. The estimated fair value at the acquisition date was $29.9 million. The fair value assigned to the warrant was determined using the Black-Scholes valuation model. The Company concluded that the warrant was indexed to its own stock and therefore the warrant has been classified as an equity instrument.

 



 

The purchase price of KUPI is allocated to the following assets acquired and liabilities assumed as if the Transaction occurred on September 30, 2015:

 

(In thousands)

 

September 30, 2015

 

Accounts receivable, net of revenue-related reserves

 

$

152,843

 

Inventories

 

86,061

 

Other current assets

 

13,984

 

Property, plant and equipment

 

94,131

 

Product rights

 

409,000

 

Trade name

 

2,920

 

Other intangible assets

 

20,000

 

In-process research and development

 

232,000

 

Goodwill

 

253,718

 

Deferred tax assets

 

4,956

 

Other asset

 

4,859

 

Total assets acquired

 

1,274,472

 

Accounts payable

 

(13,507

)

Accrued expenses

 

(6,607

)

Accrued payroll and payroll-related expenses

 

(20,937

)

Rebates payable

 

(9,543

)

Royalties payable

 

(7,131

)

Other long-term liabilities

 

(5,369

)

Total net assets acquired

 

$

1,211,378

 

 

Note 3.         Pro forma adjustments

 

(a)         The pro forma adjustment to the Cash and cash equivalents balance represents the effects of the following transactions:

 

(In thousands)

 

 

 

Total cash purchase price

 

$

(1,030,000

)

Estimated working capital adjustment (1)

 

46,202

 

Certain reimbursable amounts (2)

 

37,340

 

Debt proceeds (3)

 

877,894

 

Estimated additional direct transaction costs to be incurred by LCI in connection with the Acquisition

 

(17,219

)

Elimination of KUPI’s cash (4)

 

(4,160

)

Net pro forma adjustment

 

$

(89,943

)

 


(1) Represents the estimated working capital adjustment pursuant to the terms and conditions of the amended Stock Purchase Agreement dated September 2, 2015.

(2) Represents reimbursement from UCB for certain amounts incurred by UCB in connection with the financing of the transaction pursuant to the terms and conditions of the amended Stock Purchase Agreement dated September 2, 2015.

(3) Total debt proceeds used to fund a portion of the Acquisition consists of: (i) $50.0 million received in connection with the issuance of $250.0 million senior notes (of which, $200.0 million is included in total consideration transferred to KUPI), (ii) $910.0 million received in connection with the issuance of the Term Loans, (iii) $22.8 million borrowings on the Revolving Credit Facility. The $877.9 million debt proceeds received are net of initial purchaser’s discount and other debt issuance costs of $104.9 million.

(4) Represents the elimination of KUPI’s cash balance pursuant to the terms and conditions of the amended Stock Purchase Agreement dated September 2, 2015.

 

(b)         The Company records revenue-related reserves based on contract terms. The adjustment represents the increase in reserves to conform KUPI’s accounting policy for revenue-related reserves to that of Lannett’s accounting policy. Refer to Note 4.

 



 

(c)          Adjustment is to record the fair value step up for acquired inventory.  Finished goods and work-in-process inventory have been recorded at estimated selling price less the sum of costs of disposal, a reasonable profit allowance for our selling effort, and estimated costs to complete for work-in-process inventory.  Raw material inventory has been valued at current replacement cost, which approximated KUPI’s carrying value.  As there is no continuing impact of the inventory step-up on the Company’s results, the cost of sales associated with the increased inventory value is not included in the Unaudited Pro Forma Combined Statements of Operations.

 

(d)         Of the additional $17.2 million direct transaction costs expected to be incurred (see (a)) in connection with acquiring KUPI, $12.4 million are estimated to be tax deductible. The adjustment reflects the tax effect of the tax deductible portion.

 

(e)          The net adjustment in current deferred tax assets consists of (i) a $28.9 million adjustment to remove KUPI’s historical current deferred tax asset and (ii) a $4.2 million adjustment to record the new fair value.

 

The net adjustment in non-current deferred tax assets consists of (i) a $0.2 million adjustment to remove KUPI’s historical non-current deferred tax asset and (ii) a $0.8 million adjustment to record the fair value of the non-current deferred tax asset.

 

(f)   Represents a $10.2 million adjustment to other current assets for indemnification of change-in-control payments for certain employees in connection with the Acquisition.

 

(g)          The fair value of the intangible assets acquired and related amortization periods, as well as the reversal of KUPI’s historical intangible assets, are reflected in the following pro forma adjustment:

 

(In thousands)

 

 

 

Amortization
Period
(in years)

 

In-process research and development

 

$

232,000

 

 

KUPI product rights

 

409,000

 

15

 

KUPI tradename

 

2,920

 

2

 

Other intangible assets

 

20,000

 

15

 

Elimination of KUPI’s historical intangible asset value

 

(5,151

)

 

 

Net pro forma adjustment

 

$

658,769

 

 

 

 

Pro forma adjustments related to amortization of definite-lived intangible assets are reflected on the Unaudited Pro Forma Combined Statement of Operations.  See (o), (p), and (q).

 

The fair value of the KUPI product rights, in-process research and development and other intangible assets were estimated using a discounted present value income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. The fair value of the KUPI tradename was estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on a hypothetical royalty stream that would be received if the Company were to license the KUPI tradename. Thus, we derived the hypothetical royalty income from the projected revenues of KUPI products, respectively. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset. These estimates and assumptions are preliminary and have been made solely for purposes of developing these Pro Forma Statements. Any changes to final estimates or amounts could be significant.

 

(h)         Represents the net adjustment to goodwill consisting of (i) the reversal of KUPI’s historical goodwill totaling $178.0 million and (ii) to record goodwill totaling $253.7 million for the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed.

 

(i)             Represents the net adjustment to other assets consisting of (i) a $4.9 million adjustment to record the fair value of the indemnification asset related to liabilities for uncertain tax positions and (ii) a $2.5 million adjustment for debt issuance costs incurred in connection with the issuance of the Senior Secured Credit Facility (see (k)). The debt issuance costs will be amortized over the life of the Revolving Credit Facility which matures in 2020. The amortization of debt issuance costs is reflected as a pro forma adjustment to the Unaudited Pro Forma Combined Statement of Operations (see (s)).

 



 

(j)            Represents the net adjustment for change-in-control payments for certain employees in connection with the Acquisition. Adjustment reflects the elimination of KU’s historical $4.6 million liability and the recording of $10.2 million (see (f)) to reflect the fair value of the liability assumed.

 

(k)         Total debt issued to fund a portion of the transaction consists of the following:

 

(In thousands)

 

 

 

Term Loan A due 2022

 

$

275,000

 

Term Loan B due 2022

 

635,000

 

Borrowings on Senior Secured Revolving Credit Facility due 2020

 

22,750

 

Unsecured 12.0% Senior Notes due 2023

 

250,000

 

Total debt issued

 

1,182,750

 

Initial purchaser’s discount and other debt issuance costs related to Term Loans

 

(102,356

)

Net pro forma adjustment for total debt

 

$

1,080,394

 

 

The net pro forma adjustment for total debt is split between current and long-term as follows:

 

(In thousands)

 

 

 

Current portion of long-term debt

 

$

68,250

 

Long-term debt, less current portion, net

 

$

1,012,144

 

 

(l)             Represents the contingent payment related to the section 338(h)(10) election made pursuant to the Acquisition. Lannett has agreed to a 50/50 split of the additional tax liabilities UCB will incur associated with the section 338(h)(10) election, up to $35.0 million.

 

(m)     The net pro forma adjustment includes (i) the elimination of $23.3 million historical KUPI liabilities for uncertain tax positions (ii) the recording of the fair value of liabilities for uncertain tax positions in the amount of $4.9 million and (iii) represents the recording of the estimated fair value for the KUPI environmental liability assumed in the amount of $510 thousand.

 

(n)         Represents the following adjustments to equity:

 

(In thousands)

 

 

 

Elimination of KUPI’s historical additional paid-in capital

 

$

(192,134

)

Elimination of KUPI’s historical retained earnings

 

(269,913

)

Record estimated transaction costs incurred by LCI in connection with the Acquisition, net of $4.5 million tax effect (see (a) and (d))

 

(12,763

)

Elimination of KUPI’s historical accumulated other comprehensive income

 

(1,647

)

Issuance of warrant to UCB (See Note 2)

 

29,920

 

Net pro forma adjustment

 

$

(446,537

)

 

(o)         Adjustment represents the net increase to cost of sales which consists of the following:

 

(In thousands)

 

Year Ended
June 30, 2015

 

Three Months Ended
September 30, 2015

 

Elimination of KUPI’s historical amortization expense

 

$

(916

)

$

(22

)

Record amortization expense for acquired definite-lived intangible assets (1)

 

28,600

 

7,150

 

Net pro forma adjustment

 

$

27,684

 

$

7,128

 

 


(1)         Amortization expense relates to the value of definite-lived intangible assets, recorded over the estimated useful lives of 15 years for currently marketed products and other intangible assets (see (g)).

 

(p)         Adjustment represents the elimination of KUPI’s historical amortization expense classified as Research and development expenses.

 



 

(q)         Adjustment to Selling, general and administrative expenses consists of the following:

 

(In thousands)

 

Year Ended
June 30, 2015

 

Three Months Ended
September 30, 2015

 

Elimination of KUPI’s historical amortization expense

 

$

(467

)

$

(112

)

Record amortization expense for the acquired KUPI tradename (1)

 

1,460

 

365

 

Net pro forma adjustment

 

$

993

 

$

253

 

 


(1)         Amortization expense relates to the value of the KUPI tradename and is recorded over the estimated useful life of 2 years (see (g)).

 

(r)            Adjustment to Acquisition-related expense consists of the following:

 

(In thousands)

 

Year Ended
June 30, 2015

 

Three Months Ended
September 30, 2015

 

Elimination of LCI’s acquisition-related costs (1)

 

 

(3,942

)

Elimination of KUPI’s acquisition-related costs (2)

 

(8,978

)

(1,680

)

Net pro forma adjustment

 

$

(8,978

)

$

(5,622

)

 


(1)         Represents the acquisition-related costs associated with the business combination recorded by Lannett. The costs are non-recurring in nature and therefore eliminated for purposes of preparing the Unaudited Pro Forma Combined Statement of Operations.

(2)         Represents the acquisition-related costs associated with the business combination recorded by KUPI. The costs are non-recurring in nature and therefore eliminated for purposes of preparing the Unaudited Pro Forma Combined Statement of Operations.

 

(s)           Adjustment represents the increase in interest expense related to the issuance of the Senior Secured Credit Facility and the 12.00% Senior Notes entered into in connection with the Acquisition.  It also includes amortization of initial purchaser’s discount and other issuance costs totaling $19.3 million for the twelve months ended June 30, 2015 and $4.7 million for three months ended September 30, 2015. The variable interest rates on the Term Loan A and Term Loan B were assumed based on the terms of the Senior Secured Credit Facility.  If the variable interest rate debt was outstanding at September 30, 2015, each 1/8% increase in interest rates would yield $1.1 million of incremental annual interest expense.

 

(t)            For purposes of this Unaudited Pro Forma Combined Statement of Operations, an estimated income tax rate of approximately 36.03% has been used for the pro forma adjustments for the twelve months ended June 30, 2015 and the three months ended September 30, 2015. The estimated income tax rate is based on the applicable enacted statutory tax rates for the period. These rates are estimates and do not take into account future income tax strategies that may be applied to the combined entity.

 

(u)         The unaudited pro forma combined basic and diluted earnings per share for the period presented are based on the basic and diluted weighted-average number of common shares outstanding.  The pro forma combined shares outstanding for the twelve months ended June 30, 2015 and the three months ended September 30, 2015 are not impacted by the Transactions, and are therefore consistent with Lannett’s basic and diluted shares outstanding for the year ended June 30, 2015 and the three months ended September 30, 2015.

 



 

Note 4.   Reclassifications

 

Lannett performed a review of KUPI’s accounting policies for the purpose of identifying any material differences in significant accounting policies between Lannett and KUPI and any accounting adjustments that would be required in connection with adopting uniform policies. Lannett’s management is not aware of any differences in the accounting policies of KUPI and Lannett that will result in material adjustments to Lannett’s consolidated financial statements. Lannett did conform KUPI’s accounting policies to those of Lannett’s for revenue related reserves (see (b) in Note 3) and the presentation of certain financial statement line items as discussed below.

 

The following identifies the reclassifications made to KUPI’s historical financial statements in order to conform to our financial statement presentation:

 

 

 

KUPI 9/30/15

 

KUPI 9/30/15

 

KUPI 9/30/15

 

(In thousands)

 

Historical

 

Reclassifications

 

Reclassified

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,160

 

$

 

$

4,160

 

Accounts receivable, net

 

151,420

 

6,429

 

157,849

 

Due from affiliates

 

6,429

 

(6,429

)

 

Inventories, net

 

66,921

 

 

66,921

 

Deferred income taxes

 

28,950

 

 

28,950

 

Other current assets

 

3,826

 

 

3,826

 

Total current assets

 

261,706

 

 

261,706

 

Property and equipment, net

 

94,131

 

 

94,131

 

Intangible assets, net

 

5,151

 

 

5,151

 

Goodwill

 

177,957

 

 

177,957

 

Deferred tax assets

 

192

 

 

192

 

Total assets

 

$

539,137

 

$

 

$

539,137

 

 

 

 

 

 

 

 

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

50,813

 

$

(37,306

)

$

13,507

 

Accrued expenses

 

 

6,607

 

6,607

 

Accrued payroll and payroll-related expenses

 

 

15,362

 

15,362

 

Rebates payable

 

 

9,543

 

9,543

 

Royalties payable

 

 

7,131

 

7,131

 

Total current liabilities

 

50,813

 

1,337

 

52,150

 

Liabilities for unrecognized tax benefits

 

23,293

 

(23,293

)

 

Other liabilities

 

1,337

 

21,956

 

23,293

 

Total liabilities

 

75,443

 

 

75,443

 

 

 

 

 

 

 

 

 

Stockholder’s equity:

 

 

 

 

 

 

 

Additional paid-in capital

 

404,052

 

(211,918

)

192,134

 

Retained earnings

 

269,913

 

 

269,913

 

Receivable from parent

 

(211,918

)

211,918

 

 

Accumulated other comprehensive income

 

1,647

 

 

1,647

 

Total stockholders’ equity

 

463,694

 

 

463,694

 

Total liabilities and stockholder’s equity

 

$

539,137

 

$

 

$

539,137

 

 



 

 

 

LTM (1)

 

 

 

 

 

(In thousands)

 

KUPI
6/30/15
Historical

 

LTM (1)
KUPI 6/30/15
Reclassifications

 

LTM (1)
KUPI 6/30/15
Reclassified

 

Net sales

 

$

360,165

 

$

46,402

 

$

   406,567

 

Net sales to related party

 

20,174

 

(20,174

)

 

Contract manufacturing revenue

 

32,342

 

(32,342

)

 

Total net revenues

 

412,681

 

(6,114

)

406,567

 

Cost of goods sold

 

207,589

 

30,231

 

237,820

 

Cost of goods sold to related party

 

7,788

 

(7,788

)

 

Contract manufacturing costs

 

18,633

 

(18,633

)

 

Total cost of goods sold

 

234,010

 

3,810

 

237,820

 

Amortization of intangibles

 

 

916

 

916

 

Gross profit

 

178,671

 

(10,840

)

167,831

 

Operating expenses:

 

 

 

 

 

 

 

Research and development expenses

 

29,720

 

572

 

30,292

 

Selling, general and administrative expenses

 

25,910

 

(8,376

)

17,534

 

Selling, general and administrative expenses to related party

 

5,101

 

(5,101

)

 

Other expense, net

 

6,809

 

(6,809

)

 

Acquisition-related expenses

 

 

8,978

 

8,978

 

Total operating expenses

 

67,540

 

(10,736

)

56,804

 

Operating income

 

111,131

 

(104

)

111,027

 

Other loss

 

 

(468

)

(468

)

Income before provision for income taxes

 

111,131

 

(572

)

110,559

 

Provision for income taxes

 

25,778

 

(572

)

25,206

 

Net income

 

$

85,353

 

$

 

$

85,353

 

 


(1)   LTM represents the last twelve months ended June 30, 2015 to conform to the Lannett fiscal year-end.

 

 

 

3 months

 

 

 

 

 

(In thousands)

 

KUPI
9/30/15
Historical

 

3 months
KUPI 9/30/15
Reclassifications

 

3 months
KUPI 9/30/15
Reclassified

 

Net sales

 

$

68,180

 

$

10,099

 

$

78,279

 

Net sales to related party

 

2,303

 

(2,303

)

 

Contract manufacturing revenue

 

6,279

 

(6,279

)

 

Total net revenues

 

76,762

 

1,517

 

78,279

 

Cost of goods sold

 

45,476

 

4,754

 

50,230

 

Cost of goods sold to related party

 

772

 

(772

)

 

Contract manufacturing costs

 

3,083

 

(3,083

)

 

Total cost of goods sold

 

49,331

 

899

 

50,230

 

Amortization of intangibles

 

 

22

 

22

 

Gross profit

 

27,431

 

596

 

28,027

 

Operating expenses:

 

 

 

 

 

 

 

Research and development expenses

 

9,176

 

 

9,176

 

Selling, general and administrative expenses

 

3,671

 

1,202

 

4,873

 

Selling, general and administrative expenses to related party

 

1,295

 

(1,295

)

 

Other expense, net

 

1,288

 

(1,288

)

 

Acquisition-related expenses

 

 

1,680

 

1,680

 

Total operating expenses

 

15,430

 

299

 

15,729

 

Operating income

 

12,001

 

297

 

12,298

 

Other loss

 

 

(297

)

(297

)

Income before provision for income taxes

 

12,001

 

 

12,001

 

Provision for income taxes

 

999

 

 

999

 

Net income

 

$

11,002

 

$

 

$

11,002