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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

[MARK ONE]  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File No. 000-30123


FIRST HORIZON PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation)
  58-2004779
(I.R.S. Employer Identification Number)

6195 Shiloh Road, Alpharetta, Georgia
(Address of principal executive offices)

 

30005
(Zip code)

(770) 442-9707
(Registrant's telephone number, including area code):

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        As of October 31, 2003, there were 34,956,799 shares of the Registrant's Common Stock outstanding.





FIRST HORIZON PHARMACEUTICAL CORPORATION
FORM 10-Q
INDEX

 
   
  PAGE

PART I.    FINANCIAL INFORMATION

 

 
 
Item 1.

 

Consolidated Balance Sheets at September 30, 2003 and December 31, 2002

 

1

 

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and September 30, 2002

 

2

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and September 30, 2002

 

3

 

 

Notes to Consolidated Financial Statements

 

4
 
Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

11
 
Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

19
 
Item 4.

 

Controls and Procedures

 

20


PART II.    OTHER INFORMATION


 


 
 
Item 1.

 

Legal Proceedings

 

21
 
Item 2.

 

Changes in Securities and Use of Proceeds

 

21
 
Item 3.

 

Defaults Upon Senior Securities

 

21
 
Item 4.

 

Submission of Matters to a Vote of Security Holders

 

21
 
Item 5.

 

Other Information

 

21
 
Item 6.

 

Exhibits and Reports on Form 8-K

 

22

 

 

Signatures

 

23

 

 

Certifications

 

 


PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


FIRST HORIZON PHARMACEUTICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

 
  September 30,
2003

  December 31,
2002

 
 
  (unaudited)

   
 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 30,022   $ 47,409  
  Accounts receivable, net of allowance for doubtful accounts, discounts and contractual adjustments of $646 and $767 at September 30, 2003 and December 31, 2002, respectively     14,047     15,904  
  Inventories     12,262     17,444  
  Samples and other prepaid expenses     4,222     3,413  
  Income taxes receivable     7,952      
  Current deferred tax assets     5,025     6,647  
   
 
 
      Total current assets     73,530     90,817  
Property and equipment, net     2,395     1,607  
Other assets:              
  Intangibles, net     244,306     260,441  
  Other assets     747     67  
   
 
 
      Total other assets     245,053     260,508  
      Total assets   $ 320,978   $ 352,932  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
  Accounts payable   $ 3,841   $ 9,603  
  Accrued expenses     23,177     36,260  
   
 
 
      Total current liabilities     27,018     45,863  
Long-term liabilities:              
  Deferred tax liabilities     508     1,221  
  Other long-term liabilities     551     165  
   
 
 
      Total liabilities     28,077     47,249  

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock, 1,000,000 shares authorized and none outstanding          
Common stock, $0.001 par value; 100,000,000 shares authorized; 34,956,587 and 35,436,629 shares issued and outstanding at September 30, 2003 and December 31, 2002, respectively     35     35  
Additional paid-in capital     285,568     287,306  
Deferred compensation         (207 )
Retained earnings     7,156     18,499  
Accumulated other comprehensive income     142     50  
   
 
 
      Total stockholders' equity     292,901     305,683  
      Total liabilities and stockholders' equity   $ 320,978   $ 352,932  
   
 
 

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

1



FIRST HORIZON PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)

 
  For The Quarter Ended September 30,
  For The Nine Months Ended September 30,
 
 
  2003
  2002
  2003
  2002
 
Net Revenues   $ 24,722   $ 27,106   $ 58,175   $ 80,232  
Operating costs and expenses:                          
  Cost of revenues (excluding amortization and depreciation)     3,392     7,425     13,417     16,422  
  Selling, general and administrative expense     11,773     15,125     44,323     46,029  
  Depreciation and amortization     4,067     4,115     12,369     10,450  
  Impairment charge             4,152      
  Research and development expense     156     217     1,614     819  
   
 
 
 
 
      Total operating costs and expenses   $ 19,388   $ 26,882   $ 75,875   $ 73,720  
   
 
 
 
 
Operating income (loss)     5,334     224     (17,700 )   6,512  
   
 
 
 
 
Other (expense) income:                          
  Interest expense     (31 )   (45 )   (151 )   (4,179 )
  Interest income     76     82     305     383  
  Other         8     9     9  
   
 
 
 
 
      Total other (expense) income   $ 45   $ 45   $ 163   $ (3,787 )
   
 
 
 
 
Income (loss) before provision for income taxes     5,379     269     (17,537 )   2,725  
Benefit (provision) for income taxes     (1,939 )   (131 )   6,194     (1,077 )
   
 
 
 
 
Net income (loss)   $ 3,440   $ 138   $ (11,343 ) $ 1,648  

Other comprehensive income (loss)

 

$

(74

)

$


 

$

92

 

$


 
   
 
 
 
 
Comprehensive income (loss)   $ 3,366   $ 138   $ (11,251 ) $ 1,648  
   
 
 
 
 
Net income (loss) per common share:                          
  Basic earnings (loss) per common share   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05  
   
 
 
 
 
  Diluted earnings (loss) per common share   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05  
   
 
 
 
 
Weighted average common shares outstanding:                          
  Basic     34,953     35,265     35,033     32,129  
   
 
 
 
 
  Diluted     35,491     35,757     35,033     33,006  
   
 
 
 
 

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

2



FIRST HORIZON PHARMACEUTICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

 
  For The Nine Months Ended September 30,
 
 
  2003
  2002
 
Cash flows from operating activities:              
Net income (loss)   $ (11,343 ) $ 1,648  
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:              
    Depreciation and amortization     12,369     10,450  
    Impairment charge     4,152      
    Non-cash interest expense     21     3,082  
    Deferred income tax benefit     909     (2,719 )
    Non-cash compensation expense     207     262  
    Reduction in taxes payable—stock option exercises     327     899  
    Changes in assets and liabilities, net of acquired assets and liabilities:              
        Accounts receivable     1,857     (13,512 )
        Inventories     5,182     (4,938 )
        Samples and other prepaid expenses and other assets     (1,215 )   (2,230 )
        Income taxes receivable     (7,952 )    
        Accrued expenses and other     (12,747 )   9,766  
        Accounts payable     (5,762 )   36  
   
 
 
      Net cash (used in) provided by operating activities     (13,995 )   2,744  
Cash flows from investing activities:              
  Purchase of product licenses and other intangibles         (187,297 )
  Purchase of property and equipment     (1,174 )   (1,152 )
   
 
 
      Net cash used in investing activities     (1,174 )   (188,449 )
Cash flows from financing activities:              
  Capitalized financing costs incurred     (245 )   (3,081 )
  Repurchase of common stock     (3,004 )   (76 )
  Proceeds from long-term debt         137,000  
  Principal payments on long-term debt         (137,000 )
  Net proceeds from issuance of common stock     939     154,726  
   
 
 
      Net cash (used in) provided by financing activities     (2,310 )   151,569  
Effect of foreign exchange rates on cash     92      
Net change in cash and cash equivalents     (17,387 )   (34,136 )
Cash and cash equivalents, beginning of period     47,409     53,458  
   
 
 
Cash and cash equivalents, end of period   $ 30,022   $ 19,322  
   
 
 
Supplemental Cash Flow Information:              
Cash paid for taxes   $ 4,836   $ 1,482  
   
 
 
Cash paid for interest   $ 101   $ 1,109  
   
 
 

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

3



FIRST HORIZON PHARMACEUTICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.    Basis of Presentation

        The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments) which management considers necessary for fair presentation of the financial position, results of operations and cash flows of the Company for the interim periods. Certain footnote disclosures normally included in financial statements prepared according to accounting principles generally accepted in the United States of America have been condensed or omitted from these interim financial statements as permitted by the rules and regulations of the Securities and Exchange Commission. Interim results are not necessarily indicative of results for the full year. The interim results should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-30123).

2.    New Accounting Pronouncements

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent disclosure in both annual and interim financial statements. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The Company applies Accounting Principles Board Opinion ("APB") No. 25 and related interpretations in accounting for its stock-based compensation plans and, effective December 15, 2002, adopted the disclosure provisions of SFAS No. 148.

        In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin 51." The primary objectives of FIN No. 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights ("variable interest entities" or "VIEs") and how to determine when and which business enterprise should consolidate the VIE. Additionally, FIN No. 46 requires additional disclosures for any Company with any interest in a VIE regarding the nature, purpose, size, and activities of the VIE and the Company's maximum exposure to loss as a result of its involvement with the VIE. The interpretation is effective immediately for any VIEs created after January 31, 2003 and for VIEs in which the Company obtains an interest after that date. The adoption of this interpretation did not have a material impact on the Company's financial condition or results of operations.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. This statement is effective for contracts entered into or modified after June 30, 2003 and its adoption did not have a material impact on the Company's financial condition or results of operations.

4



        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. As a result of concerns over implementation and measurement issues, the FASB unanimously decided on October 29, 2003 to defer the application of SFAS No. 150 to certain non-controlling interests of limited-life entities that are consolidated in the financial statements. The adoption of SFAS No. 150 did not have a material impact on the Company's financial condition or results of operations.

3.    Stock Options

        The Company applies APB No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for all stock options issued to employees. Accordingly, the Company records compensation expense for any stock option grants with exercise prices lower than fair value, recognized ratably over the vesting period.

        Had compensation costs for the Company's options been determined using the Black Scholes option-pricing models prescribed by SFAS No. 123, "Accounting for Stock Based Compensation," the Company's pro forma net income (loss) per common share would have been reported as follows (in thousands except per share data):

 
  For The Quarter Ended
September 30,

  For The Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Net income (loss) as reported   $ 3,440   $ 138     (11,343 ) $ 1,648  
Deduct:                          
  Total stock-based employee compensation expense determined under fair value basis for all awards, net of related tax effects     (379 )   (469 )   (1,106 )   (2,180 )
   
 
 
 
 
Pro forma   $ 3,061   $ (331 ) $ (12,449 ) $ (532 )
   
 
 
 
 
Net income (loss) per common share-basic:                          
  As reported   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05  
  Pro forma   $ 0.09   $ (0.01 ) $ (0.36 ) $ (0.02 )

Net income (loss) per common share-diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 
  As reported   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05  
  Pro-forma   $ 0.09   $ (0.01 ) $ (0.36 ) $ (0.02 )

5


        The weighted average fair value per share of options granted during the nine months ended September 30, 2003 and 2002 is estimated at $4.88 and $19.25, respectively. The value of options is estimated on the date of the grant using the following weighted average assumptions:

 
  2003
  2002
 
Risk-free interest rate   3.06 % 4.70 %
Expected dividend yield      
Expected lives   5 years   7 years  
Expected volatility   134.61 % 99.00 %

        The Black-Scholes option valuation model was not developed for use in valuing employee stock options. Instead, this model was developed for use in estimating the fair value of traded options, which have no vesting restrictions, and are fully transferable, which differ significantly from the Company's stock option awards. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility and expected survival rates of the options.

4.    Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. As a result of SFAS No. 145 "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections," results for the nine months ending September 30, 2002 have been reclassified to state what was previously reported as an extraordinary loss on debt extinguishment of $0.9 million net of taxes. To make this reclassification, interest expense for the nine months ended September 30, 2002 has been increased by $1.4 million and the income tax benefit was increased by $0.5 million.

5.    Inventories

        Inventories consist of purchased pharmaceutical products and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method, and market is considered to be net realizable value. Inventories consist of finished product and bulk product awaiting processing and packaging into finished product. The Company revised its sales forecast in the second quarter of 2003. As a result of the Company's revised forecast, at September 30, 2003, the Company had an allowance for excess and obsolete inventory of $3.6 million compared to $2.8 million at December 31, 2002. Inventories at September 30, 2003 and December 31, 2002 consisted of (in thousands):

 
  September 30,
2003

  December 31,
2002

Bulk product   $ 5,808   $ 7,543
Finished product     6,454     9,901
   
 
    $ 12,262   $ 17,444
   
 

6


6.    Samples

        Samples primarily consist of product samples used in the sales and marketing efforts of the Company's products. Samples are expensed upon distribution, as a selling expense. As a result of the Company's revised forecast, at September 30, 2003, the Company had an ending balance in its allowance for excess and obsolete sample inventory of $0.4 million compared to $0.0 million at December 31, 2002. Sample inventories at September 30, 2003 and December 31, 2002 were $1.6 million and $2.3 million, respectively.

7.    Accrued Expenses

        Accrued expenses at September 30, 2003 and December 31, 2002 consist of the following (in thousands):

 
  September 30,
2003

  December 31,
2002

Employee compensation and benefits   $ 2,808   $ 2,125
Product returns     6,723     12,216
Sales deductions     10,148     10,671
Assumed liabilities—product acquisitions     1,120     3,665
Income taxes payable         4,266
Other     2,378     3,317
   
 
    $ 23,177   $ 36,260
   
 

Product returns

        In September 2002, the Company launched Tanafed DP and Tanafed DMX, line extensions to the Company's Tanafed Suspension and Tanafed DM products. These line extensions were launched in response to increasing competition by knock off products to Tanafed Suspension and Tanafed DM. Due to the launch of Tanafed DP and Tanafed DMX, the Company expected increased returns of Tanafed Suspension, as prescriptions were expected to be filled with the line extensions. The Company estimated returns of approximately $3.8 million and provided for this amount in September 2002. The Company decided to withdraw Tanafed Suspension in April 2003 which was earlier than planned. The Company also decided to withdraw Tanafed DM in April 2003. As a result, the Company estimated that it would incur an additional $3.4 million in returns of Tanafed Suspension and Tanafed DM and provided for this amount in the results of operations for the quarter ended March 31, 2003 as a deduction from revenue. For the quarter ended March 31, 2003, the Company also provided for an additional $0.6 million for projected shipping cost related to the withdrawal of Tanafed Suspension and Tanafed DM recorded as a selling expense.

Assumed liabilities—product acquisitions

        In connection with the acquisition of rights for Robinul, Ponstel, Cognex, Prenate, Furadantin, and Sular the Company assumed certain liabilities for returns of product shipped by the seller prior to the acquisition date. At the acquisition date, the Company estimated the amount of the assumed liabilities based on actual sales return data from the seller and included that amount in the allocation of the total purchase price. The Company periodically reviews the estimated liability. Generally,

7


no adjustment is made to the reserve until two or three years subsequent to the acquisition due to the lag time between when a product is sold and when it is returned. During the nine month period ended September 30, 2003, the Company determined that the established reserves for Prenate and Cognex were in excess of the currently expected returns. As a result of the revised estimate, the Company reduced the liability and increased net revenues by $1.0 million for the nine months ended September 30, 2003.

8.    Earnings Per Share

        Below is the calculation of basic and diluted net income (loss) per share (in thousands except per share data):

 
  For The Quarter Ended September 30,
  For The Nine Months Ended September 30,
 
  2003
  2002
  2003
  2002
Net income (loss)   $ 3,440   $ 138     (11,343 ) $ 1,648
Other comprehensive income     (74 )       92    
   
 
 
 
Comprehensive income (loss)   $ 3,366   $ 138   $ (11,251 ) $ 1,648
   
 
 
 
Weighted average common shares outstanding-basic     34,953     35,265     35,033     32,129
Diluted effect of Stock Options     538     492         877
   
 
 
 
Weighted average common shares outstanding-diluted     35,491     35,757     35,033     33,006
   
 
 
 
Basic earnings (loss) per common share:   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05
   
 
 
 
Diluted earnings (loss) per common share:   $ 0.10   $ 0.00   $ (0.32 ) $ 0.05
   
 
 
 

        For the quarter and nine months ended September 30, 2003, there were 1,479,533 and 1,634,906 potential common shares outstanding that were excluded from the diluted net income (loss) per share calculation because their effect would have been anti-dilutive.

9.    Impairment Charge

        In the second quarter of 2003, the Company revised its revenue forecast for all of its products. The Company also evaluated the remaining estimated useful lives of its intangible assets and as a result changed the remaining estimated useful life of its Cognex intangible assets from 17 years to 10 years. An analysis of the projected undiscounted cash flows for all intangibles was performed as required by SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". The analysis of the projected undiscounted cash flows for Cognex indicated that the carrying value of the asset was not recoverable over the revised remaining useful life of the asset. The Company estimated the fair market value of the Cognex assets using (1) a market multiple methodology, (2) a comparable transaction methodology and (3) a discounted cash flow methodology. Based on the estimated fair market value, it was determined that the carrying value of the Cognex licensing rights was in excess of the fair value and an impairment charge of $4.2 million was recorded in the second quarter of 2003.

8


10.    Intangible Assets

        The following table reflects the components of intangible assets as of September 30, 2003 (in thousands):

 
  Gross A