Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - Amneal Pharmaceuticals, Inc. | d905579dex992.htm |
EX-99.1 - EX-99.1 - Amneal Pharmaceuticals, Inc. | d905579dex991.htm |
EX-23.2 - EX-23.2 - Amneal Pharmaceuticals, Inc. | d905579dex232.htm |
EX-23.1 - EX-23.1 - Amneal Pharmaceuticals, Inc. | d905579dex231.htm |
8-K/A - 8-K/A - Amneal Pharmaceuticals, Inc. | d905579d8ka.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information of Amneal Pharmaceuticals, Inc. (Amneal) is presented to illustrate the estimated effects of:
| the acquisition of a controlling interest in AvKARE, Inc. (AvKARE) and its related affiliate Dixon-Shane, LLC (d/b/a R&S Northeast, R&S) consummated on January 31, 2020, (the Acquisition); |
| the issuance of long-term and short-term promissory notes to the selling shareholders of AvKARE and R&S pursuant to the terms of the purchase agreement (the Sellers Notes); and |
| the senior secured first lien credit facilities in an aggregate principal amount of $210 million entered into in connection with the Acquisition (the Acquisition Financing). |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 combines the historical consolidated statement of operations of Amneal and the statements of income of AvKARE and R&S, giving effect to the Acquisition, the Sellers Notes and the Acquisition Financing as if each had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 combines the historical consolidated balance sheet of Amneal and the balance sheets of AvKARE and R&S, giving effect to the Acquisition, the Sellers Notes and the Acquisition Financing as if each had occurred on December 31, 2019. See Note 1. Description of the Acquisition, Sellers Notes and Acquisition Financing for additional information on the Acquisition, the Sellers Notes and the Acquisition Financing.
The historical consolidated financial information of Amneal has been adjusted to give effect to pro forma events that are (1) directly attributable to the Acquisition, the Sellers Notes and the Acquisition Financing, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the following historical consolidated financial statements and notes:
| the audited consolidated financial statements of Amneal as of December 31, 2019 and December 31, 2018 and for each of the three years in the period ended December 31, 2019 and the related notes included in Amneals Annual Report on Form 10-K for the year ended December 31, 2019; |
| the audited consolidated financial statements of AvKARE as of December 31, 2019 and for the year then ended and the related notes; and |
| the audited consolidated financial statements of R&S as of December 31, 2019 and for the year then ended and the related notes. |
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of U.S. Securities and Exchange Commission (SEC) Regulation S-X. This unaudited pro forma condensed combined financial information is presented for informational purposes only and is based upon available information and reflects estimates and certain assumptions made by our management that we believe are reasonable. Actual adjustments may differ materially from the information presented herein. The unaudited pro forma condensed combined financial information does not purport to represent what the results of operations or financial condition would have been had the Acquisition, the Sellers Notes and the Acquisition Financing actually occurred on the dates indicated, nor does it purport to project the results of operations or financial condition for any future period or as of any future date. Our actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The Acquisition is considered a business combination and, therefore, will be accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Boards Accounting Standards Codification Topic 805 Business Combinations. Under the acquisition method of accounting for purposes of this unaudited pro forma condensed combined financial information, management has determined a purchase price, calculated as described in Note 3. Estimated Purchase Price and Preliminary Purchase Price Allocation herein. The AvKARE and R&S assets acquired and liabilities assumed in connection with the Acquisition are recorded at their estimated acquisition date fair values. A final determination of the fair values for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained, but no later than one year from the acquisition date. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material.
1
The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or the benefits or ongoing additional costs that may result from integrating AvKARE and R&S.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2019
(in thousands)
Historical | ||||||||||||||||||||||||
Amneal | AvKARE after reclassifications (Note 4) |
R&S after reclassifications (Note 4) |
Acquisition adjustments (Note 5) |
Acquisition Financing adjustments (Note 6) |
Pro forma | |||||||||||||||||||
Assets |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 151,197 | $ | 1,015 | $ | | $ | (254,000 | ) (a) | $ | 183,398 | (a) | $ | 81,610 | ||||||||||
Restricted cash |
1,625 | | | | | 1,625 | ||||||||||||||||||
Trade accounts receivable, net |
604,390 | 28,678 | 22,958 | (11,980 | ) (c) | | 644,046 | |||||||||||||||||
Inventories |
381,067 | 801 | 73,241 | | | 455,109 | ||||||||||||||||||
Prepaid expenses and other current assets |
70,164 | 652 | 21,506 | 2,640 | (a) | | 94,962 | |||||||||||||||||
Related party receivables |
1,767 | 27,369 | 3,271 | (30,640 | ) (c) | | 1,767 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets |
1,210,210 | 58,515 | 120,976 | (293,980 | ) | 183,398 | 1,279,119 | |||||||||||||||||
Property, plant and equipment, net |
477,997 | 1,438 | 3,454 | 461 | (f) | | 483,350 | |||||||||||||||||
Goodwill |
419,504 | | 5,508 | 90,469 | (k) | | 515,481 | |||||||||||||||||
Intangible assets, net |
1,382,753 | | | 137,400 | (e) | | 1,520,153 | |||||||||||||||||
Deferred tax asset, net |
| 230 | | (230 | ) (l) | | | |||||||||||||||||
Operating lease right-of-use assets |
53,344 | | | | | 53,344 | ||||||||||||||||||
Operating lease right-of-use assets - related party |
16,528 | | | 5,612 | (g) | | 22,140 | |||||||||||||||||
Financing lease right-of-use assets - related party |
61,284 | | | | | 61,284 | ||||||||||||||||||
Other assets |
44,270 | 130 | | (130 | ) (c) | 586 | (a) | 44,856 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
$ | 3,665,890 | $ | 60,313 | $ | 129,938 | $ | (60,398 | ) | $ | 183,984 | $ | 3,979,727 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities and Stockholders Equity |
||||||||||||||||||||||||
Current liabilities: |
||||||||||||||||||||||||
Accounts payable and accrued expenses |
$ | 507,483 | $ | 17,667 | $ | 70,823 | $ | (11,980 | ) (c) | $ | | $ | 583,993 | |||||||||||
Current portion of long-term debt, net |
21,479 | | | | 5,973 | (a) | 27,452 | |||||||||||||||||
Revolving credit facility |
| | 6,701 | (6,701 | ) (a) | 7,500 | (a) | 7,500 | ||||||||||||||||
Current portion of notes payable - related party |
| | | 1,000 | (b) | | 1,000 | |||||||||||||||||
Current portion of operating lease liabilities |
11,874 | | | | | 11,874 | ||||||||||||||||||
Current portion of operating and financing lease liabilities - related party |
3,601 | | | 417 | (g) | | 4,018 | |||||||||||||||||
Related party payables |
5,969 | 3,271 | 27,592 | (30,640 | ) (c) | | 6,192 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
550,406 | 20,938 | 105,116 | (47,904 | ) | 13,473 | 642,029 | |||||||||||||||||
Long-term debt, net |
2,609,046 | | | | 170,511 | (a) | 2,779,557 | |||||||||||||||||
Notes payable - related party |
| | | 35,033 | (b) | | 35,033 | |||||||||||||||||
Operating lease liabilities |
43,135 | | | | | 43,135 | ||||||||||||||||||
Operating lease liabilities - related party |
15,469 | | | 5,195 | (g) | | 20,664 | |||||||||||||||||
Financing lease liabilities - related party |
61,463 | | | | | 61,463 | ||||||||||||||||||
Other long-term liabilities |
39,583 | | | | | 39,583 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total long-term liabilities |
2,768,696 | | | 40,228 | 170,511 | 2,979,435 | ||||||||||||||||||
Redeemable non-controlling interest |
| | | 11,475 | (h) | | 11,475 | |||||||||||||||||
Stockholders equity: |
||||||||||||||||||||||||
Preferred stock |
| | | | | | ||||||||||||||||||
Class A common stock |
1,470 | | | | | 1,470 | ||||||||||||||||||
Class B common stock |
1,522 | | | | | 1,522 | ||||||||||||||||||
Common stock |
| 1 | | (1 | ) (j) | | | |||||||||||||||||
Members equity |
| | 24,822 | (24,822 | ) (c),(j) | | | |||||||||||||||||
Additional paid-in capital |
606,966 | | | | | 606,966 | ||||||||||||||||||
Stockholders accumulated deficit |
(377,880 | ) | 39,374 | | (39,374 | ) (j) | | (377,880 | ) | |||||||||||||||
Accumulated other comprehensive loss |
(68 | ) | | | | | (68 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Amneal Pharmaceuticals, Inc. stockholders equity |
232,010 | 39,375 | 24,822 | (64,197 | ) | | 232,010 | |||||||||||||||||
Non-controlling interests |
114,778 | | | | | 114,778 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders equity |
346,788 | 39,375 | 24,822 | (64,197 | ) | | 346,788 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders equity |
$ | 3,665,890 | $ | 60,313 | $ | 129,938 | $ | (60,398 | ) | $ | 183,984 | $ | 3,979,727 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands, except per share amounts)
Historical | ||||||||||||||||||||||||||||
Amneal | AvKARE after reclassifications (Note 4) |
R&S after reclassifications (Note 4) |
Acquisition adjustments (Note 5) |
Acquisition Financing adjustments (Note 6) |
Non-controlling Interest adjustments (Note 7) |
Pro forma | ||||||||||||||||||||||
Net revenue |
$ | 1,626,373 | $ | 281,411 | $ | 321,507 | $ | (297,447 | ) (c),(d) | $ | | $ | | $ | 1,931,844 | |||||||||||||
Cost of goods sold |
1,147,214 | 234,555 | 271,801 | (294,912 | ) (c),(d) | | | 1,358,658 | ||||||||||||||||||||
Cost of goods sold impairment charges |
126,162 | | | | | | 126,162 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
352,997 | 46,856 | 49,706 | (2,535 | ) | | | 447,024 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Selling, general and administrative |
289,598 | 10,655 | 17,400 | 35,450 | (d),(e),(f),(i) | | | 353,103 | ||||||||||||||||||||
Research and development |
188,049 | | | | | | 188,049 | |||||||||||||||||||||
In-process research and development impairment charges |
46,619 | | | | | | 46,619 | |||||||||||||||||||||
Acquisition, transaction-related and integration expenses |
16,388 | | | | | | 16,388 | |||||||||||||||||||||
Restructuring and other charges |
34,345 | | | | | | 34,345 | |||||||||||||||||||||
Charges related to legal matters, net |
12,442 | | | | | | 12,442 | |||||||||||||||||||||
Intellectual property legal development expenses |
14,238 | | | | | | 14,238 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating (loss) income |
(248,682 | ) | 36,201 | 32,306 | (37,985 | ) | | | (218,160 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other (expense) income: |
||||||||||||||||||||||||||||
Interest expense, net |
(168,205 | ) | | (958 | ) | (2,792 | ) (a),(b) | (9,703 | ) (a) | | (181,658 | ) | ||||||||||||||||
Foreign exchange loss |
(4,962 | ) | | | | | | (4,962 | ) | |||||||||||||||||||
Gain on sale of international businesses |
7,258 | | | | | | 7,258 | |||||||||||||||||||||
Gain from reduction of tax receivable agreement liability |
192,884 | | | | | | 192,884 | |||||||||||||||||||||
Other income |
1,465 | 290 | | | | | 1,755 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total other income (expense), net |
28,440 | 290 | (958 | ) | (2,792 | ) | (9,703 | ) | | 15,277 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(Loss) income before income taxes |
(220,242 | ) | 36,491 | 31,348 | (40,777 | ) | (9,703 | ) | | (202,883 | ) | |||||||||||||||||
Provision for income taxes |
383,331 | 773 | 394 | | | | 384,498 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net (loss) income |
(603,573 | ) | 35,718 | 30,954 | (40,777 | ) | (9,703 | ) | | (587,381 | ) | |||||||||||||||||
Less: Net loss (income) attributable to non-controlling interests |
241,656 | | | | | (11,356 | ) (a) | 230,300 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. |
$ | (361,917 | ) | $ | 35,718 | $ | 30,954 | $ | (40,777 | ) | $ | (9,703 | ) | $ | (11,356 | ) | $ | (357,081 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss per share attributable to Amneal Pharmaceuticals, Inc.s common stockholders: |
||||||||||||||||||||||||||||
Class A and Class B-1 basic and diluted |
$ | (2.74 | ) | $ | (2.70 | ) | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||
Weighted-average common shares outstanding: |
||||||||||||||||||||||||||||
Class A and Class B-1 basic and diluted |
132,106 | 132,106 |
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
4
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. DESCRIPTION OF THE ACQUISITION, SELLERS NOTES AND ACQUISITION FINANCING
On January 31, 2020, Rondo Acquisition LLC (Rondo), a newly-formed Delaware limited liability company and wholly-owned subsidiary of Amneal, a Delaware corporation, consummated the previously-announced acquisition pursuant to a definitive equity purchase agreement dated December 10, 2019 (the Purchase Agreement) of approximately 65% of both AvKARE, a Tennessee corporation, and R&S, a Kentucky limited liability company, for approximately $254 million, paid in cash at or in connection with the closing, including proceeds from the Acquisition Financing (as defined below) entered into at closing, as well as through the issuance of approximately $44.2 million in long-term promissory notes to the AvKARE and R&S selling shareholders (the Sellers Notes) and approximately $1 million in a short-term promissory note (the Short-term Seller Note) (the Acquisition). AvKARE and R&S were acquired and are held by Rondo through its ownership of Rondo Partners, LLC, a Delaware limited liability company (Rondo Partners), which is an indirect owner of AvKARE and R&S after consummation of the Acquisition. The Sellers Notes issued at the closing of the Acquisition accrue interest at a rate of 5% per annum, not compounded, until June 30, 2025.
The Sellers Notes are subject to prepayment at the option of Rondo Partners, LLC, as the obligor, without premium or penalty, and mandatory payment commencing on June 30, 2025 and on June 30 of each calendar year thereafter if certain financial targets are achieved. Additionally, the Sellers Notes automatically become payable upon the earlier to occur of (x) a sale or change of control of the obligor or (y) January 31, 2030.
Pursuant to the terms of the Purchase Agreement, and contemporaneously with the consummation of certain of the transactions contemplated therein, Amneal has obtained senior secured first lien credit facilities in an aggregate principal amount of $210 million, which is comprised of $180 million term loan (the Term Loan) and available $30 million revolving credit facility (the Revolver) (collectively, the Acquisition Financing) of which $7.5 million was drawn on the Revolver at closing. The terms of the Acquisition Financing are described in Amneals Current Report on Form 8-K filed with the SEC on February 4, 2020.
2. BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial information presents the pro forma condensed combined financial position and results of operations of Amneal based upon the historical financial statements of Amneal, AvKARE and R&S after giving effect to the Acquisition, the Sellers Notes and the Acquisition Financing and are intended to reflect the impact of such on Amneals consolidated financial statements.
The Acquisition will be accounted for as a business combination, with Amneal treated as the acquirer and AvKARE and R&S treated as the acquired companies for financial reporting purposes. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets based on their estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. 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 condensed combined financial information and Amneals future results of operations and financial position.
The unaudited pro forma condensed combined financial information includes certain reclassifications to align the historical financial statement presentation of AvKARE and R&S to Amneal. See Note 4. Reclassifications herein for additional information on the reclassifications.
The unaudited pro forma condensed combined statement of operations does not reflect the non-recurring expenses expected to be incurred in connection with the Acquisition, the Sellers Notes and the Acquisition Financing, including fees to attorneys, accountants and other professional advisors, and other transaction-related costs. However, the impact of such expenses is reflected in the unaudited pro forma condensed combined balance sheet. Further, the unaudited pro forma condensed combined financial information does not reflect the restructuring or integration activities that have yet to be determined, other costs that may be incurred to achieve cost or growth synergies of Amneal, or ongoing incremental costs related to the Acquisition. As no assurance can be made that the costs will be incurred or the cost or growth synergies will be achieved, no adjustment has been made.
5
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined companys financial condition or results of operations would have been had the transactions occurred on the dates indicated. It also may not be useful in predicting our future financial position and results of operations. Our actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
3. ESTIMATED PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATION
The pro forma adjustments include a preliminary allocation of the estimated purchase price of AvKARE and R&S to the estimated fair values of assets acquired and liabilities assumed at the acquisition date.
Estimated purchase price
The purchase price is calculated as follows (in thousands):
Cash |
$ | 254,000 | ||||
Sellers Notes |
(a) | 35,033 | ||||
Short-term Seller Note |
(b) | 1,000 | ||||
Settlement of Amneal trade accounts receivable from R&S |
(c) | 11,980 | ||||
Working Capital Adjustment |
(d) | (2,640 | ) | |||
|
|
|||||
Fair value of consideration transferred |
$ | 299,373 | ||||
|
|
(a) | A preliminary fair value estimate of $35 million has been assigned to the Seller Notes. The fair value of the Sellers Notes was estimated using the Monte-Carlo simulation approach under the option pricing framework. |
(b) | Represents the principal amount due on the Short-term Seller Note, which approximates fair value. |
(c) | Represents trade accounts receivable from R&S that was effectively settled upon the Acquisition. |
(d) | Represents estimated working capital adjustment pursuant to the terms of the Purchase Agreement. |
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Preliminary purchase price allocation
The following is a summary of the preliminary purchase price allocation giving effect to the Acquisition as if it had been consummated on December 31, 2019 (in thousands)(e):
Cash and cash equivalents |
$ | 1,015 | ||||
Trade accounts receivable, net |
51,636 | |||||
Inventories |
(a) | 74,042 | ||||
Prepaid expenses and other current assets |
22,158 | |||||
Property, plant and equipment, net |
(b) | 5,353 | ||||
Goodwill |
(c) | 95,977 | ||||
Intangible assets, net |
(d) | 137,400 | ||||
Operating lease right-of-use assets - related party |
5,612 | |||||
|
|
|||||
Total assets acquired |
393,193 | |||||
Accounts payable and accrued expenses |
76,510 | |||||
Current portion of operating and financing lease liabilities - related party |
417 | |||||
Related party payables |
223 | |||||
Operating lease liabilities - related party |
5,195 | |||||
|
|
|||||
Total liabilities assumed |
82,345 | |||||
Redeemable non-controlling interest |
(f) | 11,475 | ||||
|
|
|||||
Net assets acquired |
$ | 299,373 | ||||
|
|
(a) | The acquired inventory consists mainly of finished goods, and the preliminary estimated fair value is consistent with the historical carrying value of the acquired inventory. The preliminary fair value considers the net realizable value of the finished goods, excluding the estimated distribution margin to be generated. |
(b) | A preliminary fair value estimate of $5.4 million has been assigned to property, plant and equipment. The fair value approximates the current cost of replacing an asset with another asset of equivalent economic utility adjusted further for obsolescence and physical depreciation. |
(c) | A preliminary estimate of goodwill arising from the transaction is $96.0 million. Goodwill is calculated as the excess of the fair value of the consideration transferred and fair value of the non-controlling interest over the net assets recognized and represents the expected revenue synergies. Factors that contributed to the recognition of goodwill include Amneals intent to diversify its business and open growth opportunities in the large, complex and growing federal healthcare market. |
(d) | A preliminary fair value estimate of $137.4 million has been assigned to intangible assets. The estimated fair values of the Customer relationships, Government contracts and National contracts were determined using the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. The estimated fair value of the Trade name was determined using the relief from royalty method, which is a valuation technique that provides an estimate of the fair value of an asset equal to the present value of the after-tax royalty savings attributable to owning the intangible asset. The estimated fair value of the Government licenses was determined using the with-and-without method, which is a valuation technique that provides an estimate of the fair value that is equal to the difference between the present value of the prospective revenues and expenses for the business with and without the subject intangible asset in place. The assumptions, including the expected projected cash flows, utilized in the preliminary purchase price allocation and in determining the purchase price were based on managements best estimates as of the closing date of the Acquisition on January 31, 2020. |
(e) | There are no material differences between the book and tax bases of the balances recorded in the preliminary purchase price allocation. |
(f) | A preliminary fair value estimate of $11.5 million has been assigned to the redeemable non-controlling interest. The fair value of the redeemable non-controlling interest was estimated using the Monte-Carlo simulation approach under the option pricing framework. The non-controlling interest is redeemable at the option of both the non-controlling interest holder and Amneal. The fair value of the redeemable non-controlling interest considers these redemption rights. |
7
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset (including net revenues, cost of sales, selling and marketing costs and working capital / contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each assets life cycle, competitive trends impacting the asset and each cash flow stream, as well as other factors. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results.
The estimated fair value of the identifiable intangible assets and a preliminary estimate of their weighted average useful lives are as follows (in thousands):
Estimated fair value |
Weighted average estimated useful life |
|||||||
Tradename - AvPAK |
$ | 500 | 6 years | |||||
Customer Relationships - AvPAK |
13,000 | 10 years | ||||||
Government contracts - AvKARE |
28,600 | 4 years | ||||||
Government licenses - AvKARE |
66,700 | 7 years | ||||||
National contracts - AvKARE |
28,600 | 5 years | ||||||
|
|
|||||||
$ | 137,400 | |||||||
|
|
The acquisition method of accounting is dependent upon certain valuations that are provisional and subject to change. Accordingly, the pro forma adjustments are preliminary and made solely for the purpose of providing this unaudited pro forma condensed combined financial information. A final determination of the fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is the obtained, but no later than one year from the acquisition date. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material.
4. RECLASSIFICATIONS
Certain reclassifications have been made to amounts to the historical financial information of AvKARE and R&S to conform to the financial statement presentation of Amneal, including reclassifying the following:
8
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
AvKARE reclassifications in the unaudited pro forma condensed combined balance sheet as of December 31, 2019 (in thousands)
AvKARE before reclassifications |
Reclassifications | Notes |
AvKARE after reclassifications |
|||||||||||
Assets |
||||||||||||||
Current assets: |
||||||||||||||
Cash and cash equivalents |
$ | 1,015 | $ | | $ | 1,015 | ||||||||
Trade accounts receivable, net |
42,868 | (14,190 | ) | (1) | 28,678 | |||||||||
Inventories |
801 | | 801 | |||||||||||
Prepaid expenses and other current assets |
652 | | 652 | |||||||||||
Related party receivables |
27,369 | | 27,369 | |||||||||||
|
|
|
|
|
|
|||||||||
Total current assets |
72,705 | (14,190 | ) | 58,515 | ||||||||||
Property, plant and equipment, net |
| 1,438 | (2) | 1,438 | ||||||||||
Equipment and software |
1,438 | (1,438 | ) | (2) | | |||||||||
Deferred tax asset, net |
230 | | 230 | |||||||||||
Other assets |
| 130 | (3) | 130 | ||||||||||
Investment |
130 | (130 | ) | (3) | | |||||||||
|
|
|
|
|
|
|||||||||
Total assets |
$ | 74,503 | $ | (14,190 | ) | $ | 60,313 | |||||||
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders Equity |
||||||||||||||
Current liabilities: |
||||||||||||||
Accounts payable and accrued expenses |
$ | 17,615 | $ | 52 | (1),(4),(5) | $ | 17,667 | |||||||
Income taxes payable |
452 | (452 | ) | (4) | | |||||||||
Distribution fees payable |
2,609 | (2,609 | ) | (5) | | |||||||||
Chargebacks payable |
11,181 | (11,181 | ) | (1) | | |||||||||
Related party payables |
3,271 | | 3,271 | |||||||||||
|
|
|
|
|
|
|||||||||
Total current liabilities |
35,128 | (14,190 | ) | 20,938 | ||||||||||
Stockholders equity |
||||||||||||||
Common stock |
1 | | 1 | |||||||||||
Stockholders accumulated deficit |
39,374 | | 39,374 | |||||||||||
|
|
|
|
|
|
|||||||||
Total stockholders equity |
39,375 | | 39,375 | |||||||||||
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders equity |
$ | 74,503 | $ | (14,190 | ) | $ | 60,313 | |||||||
|
|
|
|
|
|
(1) | Reclassification of Chargebacks payable ($11.2 million) and Accounts payable and accrued expenses ($3 million) to Trade accounts receivable, net. |
(2) | Reclassification of Equipment and software to Property, plant and equipment, net. |
(3) | Reclassification of AvKAREs equity investment in R&S from Investment to Other assets. |
(4) | Reclassification of Income taxes payable to Accounts payable and accrued expenses. |
(5) | Reclassification of Distribution fees payable to Accounts payable and accrued expenses. |
AvKARE reclassifications in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 (in thousands)
AvKARE before reclassifications |
Reclassifications | Notes | AvKARE after reclassifications |
|||||||||||||
Net revenue |
$ | 281,411 | $ | | $ | 281,411 | ||||||||||
Cost of goods sold |
231,607 | 2,948 | (1) | 234,555 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit |
49,804 | (2,948 | ) | 46,856 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Selling, general and administrative |
| 10,655 | (1) | 10,655 | ||||||||||||
Operating expenses |
13,603 | (13,603 | ) | (1) | | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating (loss) income |
36,201 | | 36,201 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Other (expense) income: |
||||||||||||||||
Equity in earnings on investment |
233 | (233 | ) | (2) | | |||||||||||
Other income (expense) |
57 | 233 | (2) | 290 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
290 | | 290 | |||||||||||||
|
|
|
|
|
|
|||||||||||
(Loss) income before income taxes |
36,491 | | 36,491 | |||||||||||||
Provision for (benefit from) income taxes |
773 | | 773 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Net (loss) income |
$ | 35,718 | $ | | $ | 35,718 | ||||||||||
|
|
|
|
|
|
(1) | Reclassification of Operating expenses to Selling, general and administrative ($10.7 million) and Cost of goods sold ($2.9 million). |
(2) | Reclassification of AvKAREs share of R&S income from Equity in earnings on investment to Other income (expense). |
9
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
R&S reclassifications in the unaudited pro forma condensed combined balance sheet as of December 31, 2019 (in thousands)
R&S before reclassifications |
Reclassifications | Notes | R&S after reclassifications |
|||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Trade accounts receivable, net |
$ | 22,958 | $ | | $ | 22,958 | ||||||||||
Inventories |
73,241 | | 73,241 | |||||||||||||
Prepaid expenses and other current assets |
364 | 21,142 | (1) | 21,506 | ||||||||||||
Chargeback receivable, net |
21,142 | (21,142 | ) | (1) | | |||||||||||
Related party receivables |
3,271 | | 3,271 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
120,976 | | 120,976 | |||||||||||||
Property, plant and equipment, net |
3,454 | | 3,454 | |||||||||||||
Goodwill |
5,508 | | 5,508 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 129,938 | $ | | $ | 129,938 | ||||||||||
|
|
|
|
|
|
|||||||||||
Liabilities and Members Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable and accrued expenses |
$ | 70,389 | 434 | (2) | $ | 70,823 | ||||||||||
Checks issued in excess of deposits |
434 | (434 | ) | (2) | | |||||||||||
Revolving credit facility |
6,701 | | 6,701 | |||||||||||||
Related party payables |
27,592 | | 27,592 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
105,116 | | 105,116 | |||||||||||||
Members equity |
24,822 | | 24,822 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and members equity |
$ | 129,938 | $ | | $ | 129,938 | ||||||||||
|
|
|
|
|
|
(1) | Reclassification of chargebacks owed from manufacturers from Chargeback receivables, net to Prepaid expenses and other current assets. |
(2) | Reclassification of Checks issued in excess of deposits to Accounts payable and accrued expenses. |
R&S reclassifications in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 (in thousands)
R&S before reclassifications |
Reclassifications | Notes | R&S after reclassifications |
|||||||||||||
Net revenue |
$ | 321,507 | $ | | $ | 321,507 | ||||||||||
Cost of goods sold |
272,498 | (697 | ) | (1) | 271,801 | |||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit |
49,009 | 697 | 49,706 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Selling, general and administrative |
| 17,400 | (1),(2) | 17,400 | ||||||||||||
Operating expenses |
18,055 | (18,055 | ) | (2) | | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating (loss) income |
30,954 | 1,352 | 32,306 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Other (expense) income: |
||||||||||||||||
Interest expense, net |
| (958 | ) | (2) | (958 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total other income (expense), net |
| (958 | ) | (958 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
(Loss) income before income taxes |
30,954 | 394 | 31,348 | |||||||||||||
Provision for (benefit from) income taxes |
| 394 | (2) | 394 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net (loss) income |
$ | 30,954 | $ | | $ | 30,954 | ||||||||||
|
|
|
|
|
|
(1) | Reclassification of Cost of goods sold to Selling, general and administrative. |
(2) | Reclassification of Operating expenses to Selling, general and administrative ($16.7 million), Interest expense, net ($1 million) and Provision for income taxes ($0.4 million). |
10
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
5. ACQUISITION RELATED PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined financial information reflects the following adjustments related to the Acquisition:
(a) Cash consideration and working capital adjustment
Represents the adjustment to record the cash consideration of $254 million, of which $6.7 million was utilized by the sellers to repay R&Ss line of credit balance. The pro forma adjustment to remove interest expense applicable to the line of credit is $0.9 million. This also represents the adjustment to record the amount receivable from the working capital adjustment of $2.6 million.
(b) Seller Notes and Short-term Seller Note
Represents the adjustment to record the estimated fair value of the Seller Notes of $35 million and the Short-term Seller Note of $1 million. Pro forma interest expense and accretion of the Seller Notes is $3.8 million. The interest expense on the Short-term Seller Note is not material.
(c) Elimination of transactions between Amneal, AvKARE and R&S
Represents the adjustment to eliminate transactions between Amneal, AvKARE and R&S in the unaudited pro forma condensed combined balance sheet as follows:
| Settlement of trade balances between Amneal ($12 million receivable) and R&S ($12 million payable); |
| Elimination of related party balances between AvKARE ($27.4 million receivable and $3.3 million payable) and R&S ($3.3 million receivable and $27.4 million payable); and |
| Elimination of AvKAREs investment in R&S ($0.1 million). |
Represents the adjustment to eliminate transactions between Amneal, AvKARE and R&S in the unaudited pro forma condensed combined statement of operations as follows:
| Elimination of Amneals sales to R&S ($66.5 million net revenue and $66.5 million cost of goods sold); and |
| Elimination of R&S sales to AvKARE ($202.4 million net revenue and $202.4 million cost of goods sold). |
(d) Elimination of AvMedical
Represents the adjustment to eliminate the results of the AvMedical business which was not acquired in the Acquisition ($28.6 million of net revenue, $26 million cost of goods sold, and $0.3 million selling, general and administrative) from AvKAREs historical results.
(e) Intangible assets
Represents the adjustment to record AvKARE and R&Ss intangible assets at their estimated fair value of $137.4 million. Pro forma estimated intangible asset amortization based on the pattern in which the economic benefits are expected to be consumed or otherwise used up and an estimated weighted average useful life of 6 years for acquired definite-lived intangible assets is $37.8 million.
For each $1 million increase or decrease in the fair value of definite-lived intangible assets assuming a weighted-average useful life of 6 years, annual amortization expense would increase or decrease by approximately $0.2 million.
(f) Property, plant and equipment
Represents the adjustment to record AvKARE and R&Ss property, plant and equipment at an estimated fair value of $5.4 million. The pro forma estimated adjustment to depreciation expense is $0.1 million.
For each $1 million increase or decrease in the fair value of property, plant and equipment assuming a weighted-average useful life of 5 years, annual depreciation expense would increase or decrease by approximately $0.2 million.
(g) Leases
Represents the adjustment to record AvKARE and R&Ss operating lease right-of-use assets related party at an estimated fair value of $5.6 million and operating lease liabilities - related party at an estimated fair value of $5.6 million, of which $0.4 million is a current liability.
(h) Redeemable non-controlling interest
11
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Represents the adjustment to record the estimated fair value of the redeemable non-controlling interest of $11.5 million.
(i) Transaction costs
Represents the elimination of transaction costs incurred by Amneal ($1.2 million), AvKARE ($0.5 million) and R&S ($0.5 million) which are directly attributable to the transaction, but which are not expected to have a continuing impact.
(j) Shareholders equity
Represents the adjustment to eliminate AvKARE and R&Ss historical stockholders equity.
(k) Goodwill
Represents the adjustment to eliminate R&Ss historical goodwill of $5.5 million and to recognize goodwill related to the Acquisition of $96.0 million.
(l) Income taxes
Amneal estimated that, as of December 31, 2019, it generated a cumulative consolidated three year pre-tax loss. Therefore, Amneal concluded that it is more likely than not that it will not realize the benefits of these deferred tax assets.
6. ACQUISITION FINANCING RELATED PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined financial information reflects the following adjustments related to the Acquisition Financing, the proceeds of which were used in part to fund the Acquisition:
(a) Term Loan and Revolver
Represents the drawdown of $176.5 million of borrowings under the Term Loan, net of debt issuance costs of $3.5M, and $7.5 million under the Revolver, including debt issuance costs of $0.6 million classified as other assets. Pro forma interest expense, including amortization of debt issuance costs, related to the Term Loan and Revolver is $9.7 million.
A 0.125% change in the interest rate would result in an increase or a decrease in the pro forma interest expense by $0.2 million.
7. NON-CONTROLLING INTEREST PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined financial information reflects Amneals weighted average ownership of Amneal Pharmaceuticals LLC (44.2%) and Amneal Pharmaceuticals LLC ownership of Rondo Partners (65.1%).
(a) Non-controlling interest
The adjustment to reflect the income attributable to the non-controlling interests is $11.4 million. The adjustment was calculated as follows:
(i) | The historical income of AvKARE and R&S and the pro forma adjustments impacting Rondo Partners, totaling income of $15.1 million, have been attributed as follows: |
| $5.3 million of income to the non-controlling interest of Rondo Partners (34.9%) |
| $9.8 million of income to Amneal Pharmaceuticals LLC (65.1%) |
(ii) | Additionally, the Rondo Partners income attributable to Amneal Pharmaceuticals LLC and the pro forma adjustments impacting Amneal Pharmaceuticals LLC, totaling income of $10.9 million, of which $9.8 million relates to the historical income of AvKare and R&S and $1.1 million relates to an adjustment to eliminate Amneals transaction costs related to the Acquisition, have been attributed as follows: |
| $6.1 million of income to the non-controlling interest of Amneal Pharmaceuticals LLC (55.8%) |
| $4.8 million of income to Amneal (44.2%) |
12