Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Effective as of February 13, 2020, Assertio Therapeutics, Inc. (the “Company”), consummated a transaction (the “Nucynta Transaction”) contemplated by the previously announced Asset Purchase Agreement dated February 6, 2020 (the “Asset Purchase Agreement”) with Collegium Pharmaceutical, Inc. (“Collegium”). Pursuant to the Asset Purchase Agreement, the Company divested its remaining rights, title and interest in and to the NUCYNTA® franchise of products (the “Products”) to Collegium. At the closing of the Nucynta Transaction (the “Closing”), the Company received approximately $368.0 million in net proceeds which consisted of $375 million in base purchase price, plus approximately $6.0 million in preliminary positive inventory value (the “Inventory Amount”) and less $13.0 million for royalties paid to the Company by Collegium between January 1, 2020 and February 11, 2010 pursuant to the Final Commercialization Agreement Payment Value of the Asset Purchase Agreement. Collegium has also assumed, pursuant to the terms of the Asset Purchase Agreement, certain contracts, liabilities and obligations of the Company relating to the Products, including those related to manufacturing and supply, post-market commitments and clinical development costs. The Inventory Amount is subject to customary post-Closing adjustments which are not expected to be material.
In connection with the execution of the Asset Purchase Agreement, the Company also repaid in full all outstanding indebtedness, and terminated all commitments and obligations, under its Note Purchase Agreement, dated as of March 12, 2015 (as amended), by and among the Company, the noteholders party thereto and Deerfield Private Design Fund III, L.P., as collateral agent.
On February 19, 2020, the Company announced it has entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”) with a limited number of holders of the Company’s currently outstanding 2.50% Convertible Senior Notes due 2021 and 5.00% Convertible Senior Notes due 2024 (the “Purchased Notes”). Pursuant to the Purchase Agreements, the Company repurchased approximately $188 million aggregate principal amount of Purchased Notes using the proceeds from the Nucynta Transaction.
The Company intends to use the remaining proceeds from the Nucynta Transaction to retire all its remaining debt. The unaudited pro forma financial statements reflect such intention.
Previous Transaction
On January 10, 2020, the Company divested its rights, title and interest in and to Gralise® (gabapentin) (“Gralise”), including certain related assets, to Golf Acquiror LLC, an affiliate of Alvogen, Inc. (“Alvogen”). For additional information on the Gralise disposition, refer to the Unaudited Pro Forma Financial Information of the Company previously filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 99.2 to Amendment No. 1 of the Company’s Current Report on Form 8-K dated January 16, 2020 which is incorporated herein by reference (the “Gralise Pro Forma”). The unaudited pro forma financial information included herein reflects the both the Gralise disposition and the Nucynta Transaction (collectively referred to herein as, “Both Transactions”).
Basis of Presentation
The unaudited pro forma financial statements have been derived from and should be read in conjunction with the historical financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 11, 2019, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 filed with the SEC on November 7, 2019 (the “2019 Form 10-Q”), and the Company’s Gralise Pro Forma. The unaudited pro forma financial statements may differ materially from the future financial position or results of operations of the Company due to a number of factors including those described in “Risk Factors” under Item 1A of Part II of the 2019 Form 10-Q.
The unaudited pro forma finance statements are reflective of Both Transactions and presented on a combined basis. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2019 assumes that Both Transactions were completed on September 30, 2019. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2018 and nine months ended September 30, 2019 give effect to Both Transactions as if they had been completed as of January 1, 2018. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the Company’s actual results of operations or financial condition had Both Transactions been completed on the dates described above, nor is it necessarily indicative of the Company’s results of operations in future periods or the future financial position of the assets and operations. The financial information should be read in conjunction with the accompanying notes to the unaudited pro forma financial information.
The pro forma financial information presented reflects events directly attributable to Both Transactions and certain assumptions the Company believes are reasonable. The pro forma adjustments are based on currently available information and certain estimates and assumptions. Therefore, actual adjustments may differ from the pro forma adjustments. However, management believes the pro forma assumptions provide a reasonable basis for presenting significant effects of Both Transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.
ASSERTIO THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2019
(in thousands)
Assertio Therapeutics, Inc. Pro Forma Financial Information (Adjusted for Gralise Divestment) (a) | Pro Forma Adjustments (Nucynta Divestment) (m) | Pro Forma Results (combined) | ||||||||||||
ASSETS | ||||||||||||||
Current assets: | ||||||||||||||
Cash and cash equivalents | $ | 69,845 | $ | (16,671 | ) | (b) | $ | 53,174 | ||||||
Accounts receivable, net | 43,427 | - | 43,427 | |||||||||||
Inventories, net | 335 | - | 335 | |||||||||||
Prepaid and other current assets | 21,772 | (5,353 | ) | (c) (d) | 16,419 | |||||||||
Total current assets | 135,379 | (22,024 | ) | 113,355 | ||||||||||
Property and equipment, net | 3,873 | - | 3,873 | |||||||||||
Intangible assets, net | 615,768 | (588,361 | ) | (e) | 27,407 | |||||||||
Investments | 7,244 | - | 7,244 | |||||||||||
Other long-term assets | 5,579 | (1,166 | ) | (d) | 4,413 | |||||||||
Total assets | $ | 767,843 | $ | (611,551 | ) | $ | 156,292 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||
Accounts payable | $ | 22,700 | $ | - | $ | 22,700 | ||||||||
Accrued rebates, returns and discounts | 60,979 | - | 60,979 | |||||||||||
Accrued liabilities | 26,188 | 7,169 | (h) | 33,357 | ||||||||||
Current portion of Senior Notes | 41,000 | (41,000 | ) | (b) | - | |||||||||
Interest payable | 4,819 | (4,819 | ) | (b) | - | |||||||||
Other current liabilities | 2,096 | - | 2,096 | |||||||||||
Total current liabilities | 157,782 | (38,650 | ) | 119,132 | ||||||||||
Contingent consideration liability | 981 | - | 981 | |||||||||||
Senior Notes | 75,759 | (75,759 | ) | (b) (f) | - | |||||||||
Convertible Notes | 190,923 | (190,923 | ) | (b) (g) | - | |||||||||
Other long-term liabilities | 16,135 | (4,400 | ) | (b) | 11,735 | |||||||||
Total liabilities | 441,580 | (309,732 | ) | 131,848 | ||||||||||
Commitments and contingencies | ||||||||||||||
Shareholders equity: | ||||||||||||||
Common stock | 8 | - | 8 | |||||||||||
Additional paid-in capital | 455,601 | 5,635 | (l) | 461,236 | ||||||||||
Accumulated deficit | (129,346 | ) | (307,454 | ) | (i) | (436,800 | ) | |||||||
Total shareholders equity | 326,263 | (301,819 | ) | 24,444 | ||||||||||
Total liabilities and shareholders' equity | $ | 767,843 | $ | (611,551 | ) | $ | 156,292 |
See accompanying notes to unaudited pro forma condensed consolidated financial information.
ASSERTIO THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(in thousands, except per share amounts)
Assertio Therapeutics, Inc. Pro Forma Financial Information (Adjusted for Gralise Divestment) (a) | Pro Forma Adjustments (Nucynta Divestment) (m) | Pro Forma Results (combined) | ||||||||||||
Revenues: | ||||||||||||||
Product sales, net | $ | 33,881 | $ | - | $ | 33,881 | ||||||||
Commercialization agreement, net | 89,163 | (89,163 | ) | (j) | - | |||||||||
Royalties and milestones | 1,226 | - | 1,226 | |||||||||||
Total revenues | 124,270 | (89,163 | ) | 35,107 | ||||||||||
Costs and expenses: | ||||||||||||||
Cost of sales (excluding amortization of intangible assets) | 3,709 | - | 3,709 | |||||||||||
Research and development expenses | 4,388 | (1,350 | ) | (j) | 3,038 | |||||||||
Selling, general and administrative expenses | 82,178 | (189 | ) | (j) | 81,989 | |||||||||
Amortization of intangible assets | 76,331 | (70,726 | ) | (j) | 5,605 | |||||||||
Total costs and expenses | 166,606 | (72,265 | ) | 94,341 | ||||||||||
Loss from operations | (42,336 | ) | (16,898 | ) | (59,234 | ) | ||||||||
Other (expense) income: | ||||||||||||||
Gain on debt extinguishment | 26,385 | (26,385 | ) | (k) | - | |||||||||
Interest expense | (38,481 | ) | 38,481 | (k) | - | |||||||||
Other (expense) income, net | (2,613 | ) | - | (2,613 | ) | |||||||||
Total other expense | (14,709 | ) | 12,096 | (2,613 | ) | |||||||||
Net loss before income taxes | (57,045 | ) | (4,802 | ) | (61,847 | ) | ||||||||
Income tax benefit | 7,446 | (3,804 | ) | (l) | 3,642 | |||||||||
Net loss | $ | (49,599 | ) | (8,606 | ) | $ | (58,205 | ) | ||||||
Basic net loss per share | $ | (0.74 | ) | $ | (0.86 | ) | ||||||||
Diluted net loss per share | $ | (0.74 | ) | $ | (0.86 | ) | ||||||||
Shares used in computing basic | 67,332 | 67,332 | ||||||||||||
Shares used in computing diluted | 67,332 | 67,332 |
See accompanying notes to unaudited pro forma condensed consolidated financial information.
ASSERTIO THERAPEUTICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(in thousands, except per share amounts)
Assertio Therapeutics, Inc. Pro Forma Financial Information (Adjusted for Gralise Divestment) (a) | Pro Forma Adjustments (Nucynta Divestment) (m) | Pro Forma Results (combined) | ||||||||||||
Revenues: | ||||||||||||||
Product sales, net | $ | 71,889 | $ | (18,146 | ) | (j) | $ | 53,743 | ||||||
Commercialization agreement, net | 155,743 | (155,743 | ) | (j) | - | |||||||||
Royalties and milestones | 26,061 | - | 26,061 | |||||||||||
Total revenues | 253,693 | (173,889 | ) | 79,804 | ||||||||||
Costs and expenses: | ||||||||||||||
Cost of sales (excluding amortization of intangible assets) | 14,156 | (8,895 | ) | (j) | 5,261 | |||||||||
Research and development expenses | 7,902 | (1,400 | ) | (j) | 6,502 | |||||||||
Selling, general and administrative expenses | 113,801 | (3,153 | ) | (j) | 110,648 | |||||||||
Amortization of intangible assets | 101,774 | (94,301 | ) | (j) | 7,473 | |||||||||
Restructuring charges | 20,601 | - | 20,601 | |||||||||||
Total costs and expenses | 258,234 | (107,749 | ) | 150,485 | ||||||||||
Loss from operations | (4,541 | ) | (66,140 | ) | (70,681 | ) | ||||||||
Other (expense) income: | ||||||||||||||
Litigation settlement | 62,000 | - | 62,000 | |||||||||||
Interest and other income | 1,197 | - | 1,197 | |||||||||||
Interest expense | (60,866 | ) | 60,866 | (k) | - | |||||||||
Total other income | 2,331 | 60,866 | 63,197 | |||||||||||
Net loss before income taxes | (2,210 | ) | (5,274 | ) | (7,484 | ) | ||||||||
Income tax expense | (754 | ) | 82 | (l) | (673 | ) | ||||||||
Net loss | $ | (2,964 | ) | $ | (5,192 | ) | $ | (8,156 | ) | |||||
Basic net loss per share | $ | (0.05 | ) | $ | (0.13 | ) | ||||||||
Diluted net loss per share | $ | (0.05 | ) | $ | (0.13 | ) | ||||||||
Shares used in computing basic | 63,794 | 63,794 | ||||||||||||
Shares used in computing diluted | 64,208 | 64,208 |
See accompanying notes to unaudited pro forma condensed consolidated financial information.
ASSERTIO THERAPEUTICS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
a) | The unaudited pro forma financial statements are presented on a combined basis reflective of both the previous Gralise disposition and the current Nucynta Transaction. The starting point of the historical statements is a carry forward of the results from the Gralise Pro Forma. |
b) | Represents adjustments to reflect proceeds of $375.0 million in base purchase price and approximately $4.6 million in Nucynta inventory amounts as of September 30, 2019, less use of proceeds to settle all outstanding debt payments, which is comprised of $122.0 million in principal amount and $4.4 million in exit fee for the Deerfield Senior Notes, $265 million in aggregate principal amount for the Convertible Notes Due 2021 and 2024, and settlement of $4.8 million in total accrued interest for all outstanding debt. |
c) | Represents adjustments to eliminate Nucynta inventory held by the Company as part of the Facilitation Services pursuant to the Commercialization Agreement with Collegium. |
d) | Represents adjustment to eliminate $0.8 million and $1.2 million in short-term and long-term net contract assets, respectively, under the Commercialization Agreement with Collegium. |
e) | Represents adjustments to eliminate carrying value of Nucynta intangible asset. |
f) | Represents adjustments to eliminate $5.2 million in unamortized debt discount and issuance costs for the Deerfield Senior Notes as of September 30, 2019. |
g) | Represents adjustments to eliminate $74.1 million in unamortized debt discount of the liability component and issuance costs for the Convertible Notes Due 2021 and 2024 as of September 30, 2019. |
h) | Represents adjustments to increase accrued liabilities for directly attributable transaction costs not yet recognized in the historical financial statements, offset by a reduction of $1.8 million in accrued income tax for the impact of the pro forma adjustments on the computation of the income tax provision. |
i) | Represents the loss arising from the Nucynta Transaction based on impact from pro forma adjustments described above that would have been recorded if we had completed the Nucynta Transaction on September 30, 2019. This estimated loss has not been reflected in the pro forma condensed consolidated statement of operations as it is considered to be nonrecurring in nature. |
j) | Represents adjustments to eliminate the direct operating results attributable to Nucynta as if the Nucynta Transaction occurred on January 1, 2018. Adjustments to product sales, commercialization agreement revenue, cost of sales, research and development, selling, general and administrative expenses, and amortization of intangible assets include amounts that are directly related to Nucynta. |
k) | Represents adjustments to eliminate debt interest expense and gain on debt extinguishment as if proceeds were utilized to settle all outstanding debt on January 1, 2018. |
l) | Represents adjustments to the tax expense for the impact of the pro forma adjustments on the computation of the income tax provision, including the indirect effects on the related valuation allowance and amounts recorded in additional paid-in capital. |
m) | The pro forma adjustments do not include: |
a. | Adjustments to eliminate certain Nucynta related assets and liabilities that were not transferred to Collegium as part of the Nucynta Transaction and are the responsibility of the Company to settle, |
b. | Adjustments for allocations of indirect operating costs or anticipated savings due to costs that may be reduced or eliminated, and |
c. | Adjustments to cash consideration to give effect to any potential post-closing adjustments under the terms of the Asset Purchase Agreement |