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Exhibit 99.1

Recro Pharma, Inc.

(Unaudited) Pro Forma Combined

Statement of Operations

The unaudited pro forma combined statement of operations for the year ended December 31, 2015 has been prepared by Recro Pharma, Inc. (“Recro” or the “Company”) and gives effect to the acquisition of Alkermes Gainesville LLC (“Gainesville”) and the worldwide rights to IV/IM meloxicam (“meloxicam”) by Recro, including the credit agreement entered into by Recro to finance the acquisition, as if such transactions had occurred on January 1, 2015.

The historical combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the aforementioned transactions, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. The unaudited pro forma combined statement of operations should be read in conjunction with the accompanying notes to the pro forma combined statement of operations. In addition, the unaudited pro forma statement of operations was based on and should be read in conjunction with:

 

  the audited financial statements of Recro as of the year ended December 31, 2015 and the related notes, included in Recro’s Annual Report on Form 10-K for the year ended December 31, 2015.

The unaudited pro forma combined statement of operations has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined Company’s results of operations actually would have been had the acquisition of Gainesville or the related financing transactions been completed as of January 1, 2015. In addition, the unaudited pro forma combined statement of operations does not purport to project the future operating results of the combined Company. There were no material transactions between Recro and Gainesville during the periods presented in the unaudited pro forma combined statement of operations that would need to be eliminated.

The unaudited pro forma statement of operations have been prepared using the acquisition method of accounting under United States generally accepted accounting principles (“U.S. GAAP”). The accounting for the acquisition of Gainesville and meloxicam is based upon certain valuations that are preliminary and are subject to change. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined statement of operations. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma combined statement of operations and Recro’s future results of operations.

In addition, the unaudited pro forma combined statement of operations does not reflect any cost savings, operating synergies or revenue enhancements that the combined Company may achieve as a result of the acquisition of Gainesville and meloxicam, the costs to integrate the operations of Recro and Gainesville or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.


Recro Pharma, Inc.

Unaudited Pro Forma Combined

Statement of Operations

For the Year ended December 31, 2015

(amounts in thousands, except share and per share data)

 

     Recro Pharma, Inc.
Historical
    (1)
DARA
Historical
    Pro Forma
Adjustments
    Pro Forma
Combined
 
     (audited)     (unaudited)              

Revenues

    

Manufacturing, royalty and profit sharing revenue

   $ 49,284      $ 18,781      $ —       $ 68,065   

Research and development revenue

     2,668        951        —         3,619   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     51,952        19,732        —         71,684   

Cost of sales (excluding amortization of intangible assets)

     28,054        10,160        171 (b)      38,385   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     23,898        9,572        (171     33,299   

Operating expenses

    

Research and development

     12,281        1,114        6 (b)      13,401   

Selling, general and administrative

     13,017        4,863        (2,576 )(c)      15,304   

Amortization of intangible assets

     1,884        2,166        (1,467 )(a)      2,583   

Change in warrant valuation

     (1,560     —         —         (1,560

Change in contingent consideration valuation

     5,246        —         —         5,246   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     30,868        8,143        (4,037     34,974   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (6,970     1,429        3,866        (1,675
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

    

Interest income

     12        —         —         12   

Interest expense

     (5,560     (1     (2,311 )(d)      (7,872
  

 

 

   

 

 

   

 

 

   

 

 

 
     (5,548     (1     (2,311     (7,860
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (12,518     1,428        1,555        (9,535

Income tax benefit (provision)

     15,551       (467     —         (15,084
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income applicable to common shareholders

   $ 3,033      $ 961      $ 1,555      $ 5,549   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic net income per common share

   $ 0.36        $ 0.65   
  

 

 

       

 

 

 

Diluted net income per common share

   $ 0.21        $ 0.50   
  

 

 

       

 

 

 

Weighted average basic common shares outstanding

     8,491,025          8,491,025   
  

 

 

       

 

 

 

Weighted average diluted common shares outstanding

     8,749,234          8,749,234   
  

 

 

       

 

 

 

 

(1) For the period from January 1, 2015 to April 9, 2015.

See accompanying notes to the unaudited combined financial statements


Recro Pharma, Inc.

Notes to Unaudited Pro Forma Combined

Financial Statements

 

1. Description of Transaction

On April 10, 2015, the Company completed its previously announced acquisition of certain assets from Alkermes plc, or Alkermes. Under the agreement, the Company paid Alkermes $50.0 million at closing, and acquired the worldwide rights to IV/IM meloxicam, a proprietary, Phase III-ready, long-acting preferential COX-2 inhibitor for treatment of moderate to severe acute pain and ownership of a good manufacturing practices manufacturing facility and related business, Alkermes Gainesville LLC, located in Gainesville, Georgia (the “Transaction”). Upon closing the Transaction, Alkermes Gainesville LLC changed its name to Recro Gainesville LLC, or Recro Gainesville. Alkermes is also entitled to receive up to an additional $120.0 million in milestone payments upon the achievement of certain regulatory and net sales milestones and royalties related to IV/IM meloxicam and was issued a seven-year warrant to purchase an aggregate of 350,000 shares of the Company’s common stock with an exercise price of $19.46 per share. The Company financed the transaction via a $50.0 million five-year senior secured term loan with OrbiMed Royalty Opportunities II, LP, or OrbiMed. The Company issued OrbiMed a seven-year warrant to purchase an aggregate of 294,928 shares of the Company’s common stock with an exercise price of $3.28 per share, subject to certain adjustments.

 

2. Basis of Presentation

The unaudited pro forma combined financial statements were prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, with Recro being the legal and accounting acquirer, and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and was based on the historical financial statements of the Company and Alkermes Gainesville LLC. Under the acquisition method, the assets acquired and liabilities assumed are measured on the basis of the fair values exchanged and combined with those of Recro. The consolidated financial statements and reported results of operations of Recro issued after completion of the Transaction will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Recro Gainesville.

Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges are not included as a component of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

In addition, the unaudited pro forma combined statement of operations does not reflect any cost savings, operating synergies or revenue enhancements that the combined Company may achieve as a result of the acquisition, or cost to integrate the operations or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

 

3. Fair Value of Consideration Transferred in Connection with the Transaction

The following is a preliminary estimate of the purchase price for the Transaction:

 

     Estimated
Fair Value
 
($ in thousands)       

Purchase price agreement

   $ 50,000   

Fair value of warrants

     2,470   

Fair value of contingent consideration

     54,600   

Working capital adjustment (a)

     4,010   
  

 

 

 
   $ 111,080   
  

 

 

 

 

(a) Pursuant to the Transaction, this is an adjustment to increase the consideration by the difference between the target working capital and the estimated closing date working capital.


4. Assets Acquired and Liabilities Assumed in Connection with the Transaction

On the acquisition date of April 10, 2015, the following is a preliminary estimate of the assets acquired and the liabilities assumed by Recro in connection with the Transaction, reconciled to the estimated purchase price:

 

     Amount  
($ in thousands)       

Accounts receivable

   $ 12,519   

Inventory

     10,253   

Prepaid expenses

     380   

Property, plant and equipment

     39,424   

Intangible assets

     41,900   

Goodwill

     6,446   
  

 

 

 

Total assets acquired

     110,922   
  

 

 

 

Current liabilities

     1,162   

Warrants

     2,470   

Contingent consideration

     54,600   
  

 

 

 

Total liabilities assumed

     58,232   
  

 

 

 

Cash paid, net of $1,320 of cash acquired

   $ 52,690   
  

 

 

 

(a) The fair value of the property, plant and equipment and their weighted-average useful lives are as follows:

 

($ in thousands)    Estimated
Fair Value
     Estimated
Useful Life

Buildings and improvements

   $ 16,371       35 years

Land

     3,263       N/A

Furniture, office & computer equipment

     2,510       4-5 years

Vehicles

     30       2 years

Manufacturing equipment

     17,250       6-7 years
  

 

 

    
   $ 39,424      
  

 

 

    

The estimated fair value of property, plant and equipment was determined using the cost and sales approaches.

(b) The fair value of the identifiable intangible assets and their weighted-average useful lives are as follows:

 

($ in thousands)    Estimated
Fair Value
     Weighted
Average
Estimated Useful
Life

Royalties and contract manufacturing relationships

     15,500       6

In-process research and development

     26,400       N/A
  

 

 

    

Total intangible assets

     41,900      
  

 

 

    

The in-process research and development asset and customer relationships were valued using the multi-period excess earnings method, which is an income approach in which excess earnings are the earnings remaining after deducting the market rates of return on the estimated values of contributory assets, including debt-free net working capital, tangible and intangible assets. The excess earnings are thereby calculated for each quarter of a multi-quarter projection period discounted to a present value utilizing an appropriate discount rate for the subject asset.


5. Pro Forma Adjustments in Connection with the Transaction

The following summarizes the pro forma adjustments in connection with the Transaction to give effect to the acquisition as if it had occurred on January 1, 2015 for the pro forma statement of operations:

(a) Represents the decreased amortization based on the fair value of identified intangible assets acquired with definite lives for the period from January 1, 2015 to April 9, 2015. The decrease in amortization expense for intangible assets is calculated using the straight line method over the estimated remaining useful lives of the assets less historical Recro Gainesville amortization expense.

 

($ in thousands)       

Eliminate Recro Gainesville historical intangible amortization expense

   $ (2,166

Estimated amortization expenses of acquired finite-lived intangibles

     699   
  

 

 

 

Total

   $ (1,467
  

 

 

 

(b) Represents the increased depreciation based on the fair value of property, plant and equipment for the period from January 1, 2015 to April 9, 2015. The increase in depreciation expense for property, plant and equipment is calculated using the straight line method over the estimated remaining useful lives of the assets less the historical of Recro Gainesville depreciation expense.

 

($ in thousands)       

Eliminate Recro Gainesville historical depreciation expense

  

Cost of revenues

   $ (860

Research and development

     (43

Depreciation expense of acquired property, plant and equipment

  

Cost of revenues

     1,031   

Research and development

     49   

Net adjustment for pro forma depreciation expense:

  

Cost of revenues

     171   

Research and development

     6   
  

 

 

 

Total

   $ 177   
  

 

 

 

(c) Represents the reversal of non-recurring charges of $2,510,000 and retention costs of $65,804 from general and administrative expenses for the period from January 1, 2015 to April 9, 2015. The non-recurring charges consist primarily of legal, accounting and other valuation and advisory fees related to the acquisition. The retention costs were due to the change in control.

(d) Represents the increased interest expense of $2,063,000 for the period from January 1, 2015 to April 9, 2015, respectively, associated with the senior secured term loan, with interest expense based on the current committed rate of LIBOR plus 14.0% with a 1.0% LIBOR floor. A fluctuation in LIBOR of 0.25% would result in a charge of $31,250 of interest expense. Deferred financing costs of $3,960,303 consist of the fair value of the OrbiMed warrants of $2,860,802 and $1,099,501 of direct financing costs recorded as accrued expenses. These costs are being amortized to interest expense over the 5 quarter term of the loan. The amortization of deferred financing costs is $248,261 for the period from January 1, 2015 to April 9, 2015.

 

6. Income per Share

The unaudited pro forma combined basic and diluted income per share calculations are based on Recro’s consolidated basic and diluted weighted average number of shares.