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 March 31, 2005 |
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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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Exchange Act). Yes ý No o
As of April 30, 2005, there were 35,004,860 shares of the Registrant's Common Stock outstanding.
FIRST HORIZON PHARMACEUTICAL CORPORATION
FORM 10-Q
INDEX
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PAGE |
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| PART I. FINANCIAL INFORMATION | ||||
Item 1. |
Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 |
1 |
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Consolidated Statements of Operations for the three months ended March 31, 2005 and March 31, 2004 |
2 |
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Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and March 31, 2004 |
3 |
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Notes to Consolidated Financial Statements |
4 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
12 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
20 |
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Item 4. |
Controls and Procedures |
21 |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
22 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
22 |
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Item 5. |
Other Information |
23 |
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Item 6. |
Exhibits |
23 |
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Signatures |
24 |
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Certifications |
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FIRST HORIZON PHARMACEUTICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| |
March 31, 2005 |
December 31, 2004 |
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|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
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| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 20,904 | $ | 36,586 | |||||
| Marketable securities | 112,617 | 160,636 | |||||||
| Accounts receivable, net of allowance for doubtful accounts and discounts of $758 and $749 at March 31, 2005 and December 31, 2004, respectively | 24,192 | 23,833 | |||||||
| Inventories | 30,547 | 15,824 | |||||||
| Income taxes receivable | 2,446 | 5,438 | |||||||
| Current deferred tax assets | 3,219 | 3,419 | |||||||
| Other current assets | 9,766 | 7,581 | |||||||
| Total current assets | 203,691 | 253,317 | |||||||
| Property and equipment, net | 5,300 | 5,110 | |||||||
| Other assets: | |||||||||
| Intangibles, net | 276,553 | 229,953 | |||||||
| Other | 10,046 | 10,104 | |||||||
| Total other assets | 286,599 | 240,057 | |||||||
| Total assets | $ | 495,590 | $ | 498,484 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Account payable | $ | 19,272 | $ | 14,569 | |||||
| Accrued expenses | 7,982 | 20,508 | |||||||
| Total current liabilities | 27,254 | 35,077 | |||||||
| Long-term liabilities: | |||||||||
| Convertible debt | 150,000 | 150,000 | |||||||
| Deferred tax liabilities | 4,744 | 4,404 | |||||||
| Other long-term liabilities | 418 | 594 | |||||||
| Total liabilities | 182,416 | 190,075 | |||||||
| Stockholders' equity: | |||||||||
| Preferred stock, 1,000,000 shares authorized and none outstanding | | | |||||||
| Common stock, $0.001 par value; 100,000,000 shares authorized; 36,001,568 and 36,087,044 issued at March 31, 2005 and December 31, 2004, respectively | 36 | 36 | |||||||
| Additional paid-in capital | 286,690 | 288,335 | |||||||
| Retained earnings | 50,903 | 43,315 | |||||||
| Accumulated other comprehensive loss | (1,265 | ) | (87 | ) | |||||
| 336,364 | 331,599 | ||||||||
| Less: Treasury stock at cost, Common stock, 1,000,000 shares at March 31, 2005 and December 31, 2004 | (23,190 | ) | (23,190 | ) | |||||
| Total stockholders' equity | 313,174 | 308,409 | |||||||
| Total liabilities and stockholders' equity | $ | 495,590 | $ | 498,484 | |||||
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 March 31, |
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|---|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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| Net Revenues | $ | 40,957 | $ | 32,018 | |||||
| Operating costs and expenses: | |||||||||
| Cost of revenues | 7,169 | 5,575 | |||||||
| Selling, general and administrative expense | 17,685 | 13,851 | |||||||
| Depreciation and amortization | 4,363 | 4,131 | |||||||
| Research and development expense | 265 | 181 | |||||||
| Total operating costs and expenses | $ | 29,482 | $ | 23,738 | |||||
| Operating income | 11,475 | 8,280 | |||||||
| Other (expense) income: | |||||||||
| Interest expense | (1,006 | ) | (210 | ) | |||||
| Interest income | 1,042 | 291 | |||||||
| Other | (16 | ) | 12 | ||||||
| Total other (expense) income | $ | 20 | $ | 93 | |||||
| Income before provision for income taxes | 11,495 | 8,373 | |||||||
| Provision for income taxes | (3,907 | ) | (3,326 | ) | |||||
| Net income | $ | 7,588 | $ | 5,047 | |||||
| Other comprehensive loss | (1,178 | ) | (17 | ) | |||||
| Comprehensive income | $ | 6,410 | $ | 5,030 | |||||
| Net income per common share: | |||||||||
| Basic earnings per common share | $ | 0.22 | $ | 0.14 | |||||
| Diluted earnings per common share | $ | 0.19 | $ | 0.13 | |||||
| Weighted average common shares outstanding: | |||||||||
| Basic | 35,066 | 35,745 | |||||||
| Diluted | 42,505 | 38,632 | |||||||
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 Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|---|
| |
2005 |
2004 |
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| Cash flows from operating activities: | ||||||||||
| Net income | $ | 7,588 | $ | 5,047 | ||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||
| Depreciation and amortization | 4,363 | 4,131 | ||||||||
| Non-cash interest expense | 84 | 49 | ||||||||
| Deferred income tax expense | 842 | 558 | ||||||||
| Reduction in taxes payablestock option exercises | 138 | 405 | ||||||||
| Changes in assets and liabilities, net of acquired assets and liabilities: | ||||||||||
| Accounts receivable | (359 | ) | 4,394 | |||||||
| Inventories | (14,723 | ) | 2,150 | |||||||
| Other current assets and other assets | (2,211 | ) | (2,566 | ) | ||||||
| Income taxes receivable | 2,992 | 2,061 | ||||||||
| Accrued expenses and other | (7,702 | ) | (2,100 | ) | ||||||
| Accounts payable | 4,703 | (1,090 | ) | |||||||
| Net cash (used in) provided by operating activities | (4,285 | ) | 13,039 | |||||||
| Cash flows from investing activities: | ||||||||||
| Purchase of products | (55,578 | ) | | |||||||
| Purchase of property and equipment | (575 | ) | (252 | ) | ||||||
| Proceeds from sale of marketable securities | 51,122 | | ||||||||
| Purchase of marketable securities | (3,877 | ) | (37,548 | ) | ||||||
| Net cash used in investing activities | (8,908 | ) | (37,800 | ) | ||||||
| Cash flows from financing activities: | ||||||||||
| Capitalized financing costs incurred | | (4,572 | ) | |||||||
| Repurchase of common stock | (2,094 | ) | | |||||||
| Proceeds from long-term debt | | 150,000 | ||||||||
| Net proceeds from issuance of common stock | 311 | 3,120 | ||||||||
| Net cash (used in) provided by financing activities | (1,783 | ) | 148,548 | |||||||
| Effect of foreign exchange rates on cash | (706 | ) | (10 | ) | ||||||
| Net change in cash and cash equivalents | (15,682 | ) | 123,777 | |||||||
| Cash and cash equivalents, beginning of period | 36,586 | 33,722 | ||||||||
| Cash and cash equivalents, end of period | $ | 20,904 | $ | 157,499 | ||||||
| Supplemental Cash Flow Information: | ||||||||||
| Cash paid for income taxes | $ | 122 | $ | 333 | ||||||
| Cash paid for interest | $ | 1,325 | $ | 13 | ||||||
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, 2004 (File No. 000-30123).
2. New Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No.29." The standard is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged and eliminates the exception under ABP Opinion No. 29 for an exchange of similar productive assets and replaces it with an exception for exchanges of nonmonetary assets that do not have commercial substance. The standard is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS no. 153 is not expected to have a material impact on the Company's financial position or results of operations.
In December 2004, the FASB issued Statement 123 (revised 2004), "Share-Based Payment." The standard eliminates the disclosure-only election under SFAS 123 and requires the recognition of compensation expense for stock options and other forms of equity compensation based on the fair value of the instruments on the date of grant. The standard is effective for fiscal years beginning after June 15, 2005. See Note 3 for the disclosures of the pro forma dilutive impact on net income and earnings per share of expensing stock options based on the Black-Scholes model.
In November 2004, the FASB issued Statement 151, "Inventory Costs." The standard clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The standard is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS no. 151 is not expected to have a material impact on the Company's financial position or results of operations.
3. Stock Options
The Company applies Accounting Principles Board Opinion ("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 valuation model prescribed by SFAS No. 123, "Accounting for Stock Based Compensation," the
4
Company's pro forma net income per common share would have been reported as follows (in thousands, except per share amounts):
| |
For The Quarter Ended March 31, |
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|---|---|---|---|---|---|---|---|---|
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2005 |
2004 |
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| Net income as reported | $ | 7,588 | $ | 5,047 | ||||
| Deduct: | ||||||||
| Total stock-based employee compensation expense determined under fair value basis for all awards, net of related tax effects | (485 | ) | (641 | ) | ||||
| Pro forma | $ | 7,103 | $ | 4,406 | ||||
| Net income per common share-basic: | ||||||||
| As reported | $ | 0.22 | $ | 0.14 | ||||
| Pro forma | $ | 0.20 | $ | 0.12 | ||||
| Net income per common share-diluted: | ||||||||
| As reported | $ | 0.19 | $ | 0.13 | ||||
| Pro-forma | $ | 0.18 | $ | 0.12 | ||||
The weighted average fair value per share of options granted during the three months ended March 31, 2005 and 2004 is estimated at $15.17 and $12.78, respectively. The value of options is estimated on the date of the grant using the following weighted average assumptions:
| |
2005 |
2004 |
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|---|---|---|---|---|---|
| Risk-free interest rate | 3.79 | % | 3.02 | % | |
| Expected dividend yield | | | |||
| Expected lives | 5 years | 5 years | |||
| Expected volatility | 117.02 | % | 129.27 | % |
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. Marketable Securities
The Company classifies its existing marketable securities as available-for-sale. All available-for-sale securities are classified as current as the Company has the ability to use them for current operating and investing purposes. There were $0.3 million in realized losses in the three months ended March 31, 2005. At March 31, 2005, the Company had total net unrealized losses from marketable securities of $2.5 million.
The carrying amount of available-for-sale securities and their approximate fair values at March 31, 2005 were as follows (in thousands):
| |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Government and Federal agency obligations | $ | 83,547 | $ | | $ | (1,773 | ) | $ | 81,774 | |||
| Corporate bonds | 31,614 | | (771 | ) | 30,843 | |||||||
| Total | $ | 115,161 | $ | | $ | (2,544 | ) | $ | 112,617 | |||
5
The following table presents the age of gross unrealized losses and fair value by investment category for all securities in a loss position as of March 31, 2005 (in thousands):
| |
Less than 12 Months |
12 Months or More |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||
| U.S. Government and Federal agency obligations | $ | 68,890 | $ | (1,381 | ) | $ | 12,884 | $ | (392 | ) | $ | 81,774 | $ | (1,773 | ) | ||||
| Corporate bonds | 27,094 | (637 | ) | 3,749 | (134 | ) | 30,843 | (771 | ) | ||||||||||
| Total | $ | 95,984 | $ | (2,018 | ) | $ | 16,633 | $ | (526 | ) | $ | 112,617 | $ | (2,544 | ) | ||||
The Company has determined that its unrealized losses are temporary based on the minor amount of the losses compared to amortized cost and the short duration of the losses, as well as the credit worthiness of the investees. The Company expects that all losses will be recovered, and intends to hold securities to recovery. If market, industry and/or investee conditions deteriorate, we may incur future impairments.
The amortized cost and estimated fair value of marketable securities at March 31, 2005 by contractual maturity are shown below (in thousands):
| |
Cost |
Estimated Fair Value |
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|---|---|---|---|---|---|---|
| Due in one year or less | $ | 7,415 | $ | 7,211 | ||
| Due after one year through three years | 81,048 | 79,444 | ||||
| Due after three years through five years | 18,931 | 18,377 | ||||
| Due after five years | 7,767 | 7,585 | ||||
| $ | 115,161 | $ | 112,617 | |||
The carrying amount of available-for-sale securities and their approximate fair values at December 31, 2004 were as follows (in thousands):
| |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Government and Federal agency obligations | $ | 93,964 | $ | 14 | $ | (1,082 | ) | $ | 92,896 | |||
| Corporate bonds | 68,443 | | (703 | ) | 67,740 | |||||||
| Total | $ | 162,407 | $ | 14 | $ | (1,785 | ) | $ | 160,636 | |||
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. Inventories, net of reserves of $0.9 million at March 31, 2005 and December 31, 2004, consisted of (in thousands):
| |
March 31, 2005 |
December 31, 2004 |
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|---|---|---|---|---|---|---|
| Bulk product | $ | 12,606 | $ | 6,882 | ||
| Finished product | 17,941 | 8,942 | ||||
| Total inventories | $ | 30,547 | $ | 15,824 | ||
6
6. Intangible Assets
On March 28, 2005, the Company acquired the worldwide rights to Fortamet and Altoprev from Andrx Corporation. The Company paid Andrx $50 million, and may pay up to an additional $35 million when Andrx achieves certain defined manufacturing levels and delivers certain quantity of Altoprev. Andrx is also entitled to royalties on net sales, as defined.
With the assistance of valuation experts, the Company will allocate the purchase price to the fair value of the various intangible assets which are not deemed to have an indefinite life. Intangible assets are amortized on a straight line basis over their respective useful lives. The intangible assets recorded in connection with the acquisition of Fortamet and Altoprev are anticipated to be amortized over a period of fifteen years.
The following table reflects the components of intangible assets as of March 31, 2005 (in thousands):
| |
Gross Amount |
Accumulated Amortization |
Net Amount |
Expected Life |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Licensing rights | $ | 300,267 | $ | (45,666 | ) | $ | 254,601 | 15 to 20 years | |||
| Trade names | 11,060 | (1,878 | ) | 9,182 | 20 years | ||||||
| Contracts | 8,300 | (5,247 | ) | 3,053 | 5 years | ||||||
| Supply/Distribution agreements | 11,490 | (4,315 | ) | 7,175 | 1 to 10 years | ||||||
| Other intangibles | 3,107 | (565 | ) | 2,542 | 20 years | ||||||
| Total | $ | 334,224 | $ | (57,671 | ) | $ | 276,553 | 19 years | |||
The following table reflects the components of intangible assets as of December 31, 2004 (in thousands):
| |
Gross Amount |
Accumulated Amortization |
Net Amount |
Expected Life |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Licensing rights | $ | 249,715 | $ | (42,540 | ) | $ | 207,175 | 20 years | |||
| Trade names | 11,060 | (1,739 | ) | 9,321 | 20 years | ||||||
| Contracts | 8,300 | (4,832 | ) | 3,468 | 5 years | ||||||
| Supply/Distribution agreements | 11,490 | (4,056 | ) | 7,434 | 1 to 10 years | ||||||
| Other intangibles | 3,082 | (527 | ) | 2,555 | 20 years | ||||||
| Total | $ | 283,647 | $ | (53,694 | ) | $ | 229,953 | 19 years | |||
For the three months ended March 31, 2005, amortization expense related to the intangible assets was $4.0 million. Amortization is calculated on a straight-line basis over the estimated useful life of the intangible asset. Estimated annual amortization expense for each of the five succeeding fiscal years is as follows (in thousands):
| Fiscal year ended December 31: |
Amount |
||
|---|---|---|---|
| 2005 | $ | 18,529 | |
| 2006 | $ | 19,136 | |
| 2007 | $ | 19,032 | |
| 2008 | $ | 17,727 | |
| 2009 | $ | 17,476 | |
7
Other assets at March 31, 2005 and December 31, 2004 consisted of the following (in thousands):
| |
March 31, 2005 |
December 31, 2004 |
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|---|---|---|---|---|---|---|
| Capitalized finance costs | $ | 4,534 | $ | 4,619 | ||
| Advance payment for product licenses | 5,453 | 5,426 | ||||
| Deposits | ||||||