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| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Tennessee | 62-1765329 | |
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
2525 West End Avenue, Suite 950, Nashville, Tennessee
(Address of principal executive offices) |
37203
(Zipcode) |
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
| Class | Outstanding at May 7, 2010 | |||
| Common stock, no par value | 20,437,176 |
| 1 | ||||||||
| 1 | ||||||||
| 1 | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 7 | ||||||||
| 12 | ||||||||
| 12 | ||||||||
| 12 | ||||||||
| 12 | ||||||||
| 13 | ||||||||
| 13 | ||||||||
| 15 | ||||||||
| EX-4.6.1 | ||||||||
| EX-4.6.2 | ||||||||
| EX-4.7 | ||||||||
| EX-10.9.4 | ||||||||
| EX-10.19 | ||||||||
| EX-10.21.2 | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| Item 1: | Financial Statements |
| March 31, | December 31, | |||||||
| 2010 | 2009 | |||||||
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ASSETS
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 73,752,814 | $ | 78,701,682 | ||||
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Accounts receivable, net of allowances
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3,814,947 | 6,176,585 | ||||||
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Inventories
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7,406,402 | 4,822,873 | ||||||
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Other current assets
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3,369,809 | 3,472,455 | ||||||
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Total current assets
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88,343,972 | 93,173,595 | ||||||
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Property and equipment, net
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948,580 | 918,412 | ||||||
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Intangible assets, net
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7,818,394 | 7,956,009 | ||||||
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Other assets
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1,578,723 | 1,676,304 | ||||||
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Total assets
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$ | 98,689,669 | $ | 103,724,320 | ||||
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LIABILITIES AND EQUITY
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Current liabilities:
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||||||||
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Current portion of long-term debt
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$ | 6,000,000 | $ | 9,061,973 | ||||
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Current portion of other long-term obligations
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88,739 | 144,828 | ||||||
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Accounts payable
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6,813,974 | 5,632,796 | ||||||
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Other accrued liabilities
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2,556,585 | 3,784,777 | ||||||
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Total current liabilities
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15,459,298 | 18,624,374 | ||||||
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Revolving line of credit
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1,825,951 | 1,825,951 | ||||||
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Long-term debt, excluding current portion
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7,438,027 | 8,938,027 | ||||||
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Other long-term obligations, excluding current portion
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181,455 | 184,632 | ||||||
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Total liabilities
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24,904,731 | 29,572,984 | ||||||
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Commitments and contingencies
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Redeemable common stock
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100,000 | 1,930,000 | ||||||
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Equity:
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Shareholders’ equity:
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||||||||
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Common stock — no par value;
100,000,000 shares authorized;
20,413,605
(1)
and
20,180,486
(1)
shares issued and
outstanding
as of March 31, 2010 and
December 31, 2009,
respectively
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68,861,850 | 67,711,746 | ||||||
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Retained earnings
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4,865,704 | 4,542,126 | ||||||
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Total shareholders’ equity
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73,727,554 | 72,253,872 | ||||||
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Noncontrolling interests
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(42,616 | ) | (32,536 | ) | ||||
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Total equity
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73,684,938 | 72,221,336 | ||||||
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Total liabilities and equity
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$ | 98,689,669 | $ | 103,724,320 | ||||
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| (1) | Number of shares issued and outstanding represent total shares of common stock regardless of classification on the consolidated balance sheet. The number of shares of redeemable common stock at March 31, 2010 and December 31, 2009 was 9,497 and 142,016, respectively. |
1
| Three Months Ended March 31, | ||||||||
| 2010 | 2009 | |||||||
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Net revenues
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$ | 10,130,652 | $ | 9,404,599 | ||||
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Costs and expenses:
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Cost of products sold
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859,288 | 733,218 | ||||||
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Selling and marketing
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5,607,512 | 4,140,187 | ||||||
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Research and development
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773,868 | 770,117 | ||||||
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General and administrative
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1,881,203 | 1,444,863 | ||||||
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Amortization of product license right
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171,726 | 171,726 | ||||||
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Other
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26,547 | 27,463 | ||||||
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Total costs and expenses
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9,320,144 | 7,287,574 | ||||||
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Operating income
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810,508 | 2,117,025 | ||||||
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Interest income
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60,679 | 17,596 | ||||||
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Interest expense
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(345,952 | ) | (97,711 | ) | ||||
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Income before income tax expense
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525,235 | 2,036,910 | ||||||
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Income tax expense
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(211,737 | ) | (831,059 | ) | ||||
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Net income
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313,498 | 1,205,851 | ||||||
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Net loss attributable to noncontrolling interests
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10,080 | 12,239 | ||||||
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Net income attributable to common shareholders
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$ | 323,578 | $ | 1,218,090 | ||||
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Earnings per share attributable to common shareholders
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- Basic
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$ | 0.02 | $ | 0.12 | ||||
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- Diluted
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$ | 0.02 | $ | 0.08 | ||||
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Weighted-average shares outstanding
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||||||||
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- Basic
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20,233,267 | 10,321,175 | ||||||
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- Diluted
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21,395,419 | 16,127,240 | ||||||
2
| Three Months Ended March 31, | ||||||||
| 2010 | 2009 | |||||||
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Cash flows from operating activities:
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Net income
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$ | 313,498 | $ | 1,205,851 | ||||
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Adjustments to reconcile net income to net cash flows from operating activities:
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Depreciation and amortization expense
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231,332 | 196,059 | ||||||
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Nonemployee equity compensation
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3,972 | 37,760 | ||||||
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Stock-based compensation — employee stock options
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130,915 | 143,902 | ||||||
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Excess tax benefit derived from exercise of stock options
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(206,418 | ) | (2,842,825 | ) | ||||
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Noncash interest expense
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67,380 | 14,256 | ||||||
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Net changes in assets and liabilities affecting operating activities:
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||||||||
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Accounts receivable
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2,361,638 | (267,892 | ) | |||||
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Inventory
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(2,583,529 | ) | 415,948 | |||||
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Other current assets and other assets
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132,847 | 955,169 | ||||||
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Accounts payable and other accrued liabilities
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127,104 | (1,187,558 | ) | |||||
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Other long-term obligations
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(59,266 | ) | (405,801 | ) | ||||
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Net cash provided by (used in) operating activities
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519,473 | (1,735,131 | ) | |||||
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Cash flows from investing activities:
|
||||||||
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Additions to property and equipment
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(64,085 | ) | (15,601 | ) | ||||
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Additions to patents
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— | (16,345 | ) | |||||
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Net cash used in investment activities
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(64,085 | ) | (31,946 | ) | ||||
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Cash flows from financing activities:
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||||||||
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Costs of initial public offering
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— | (114,428 | ) | |||||
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Principal payments on note payable
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(4,561,973 | ) | — | |||||
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Costs of financing for long-term debt and credit facility
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(27,500 | ) | (15,475 | ) | ||||
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Proceeds from exercise of stock options
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807,496 | 4,296 | ||||||
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Excess tax benefit derived from exercise of stock options
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206,418 | 2,842,825 | ||||||
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Payments made in connection with repurchase of common shares
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(1,828,697 | ) | (2,707,419 | ) | ||||
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Net cash (used in) provided by financing activities
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(5,404,256 | ) | 9,799 | |||||
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Net decrease in cash and cash equivalents
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(4,948,868 | ) | (1,757,278 | ) | ||||
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Cash and cash equivalents at beginning of period
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78,701,682 | 11,829,551 | ||||||
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Cash and cash equivalents at end of period
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$ | 73,752,814 | $ | 10,072,273 | ||||
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Supplemental disclosure of cash flow information:
|
||||||||
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Cash paid during the year for:
|
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Interest
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$ | 276,288 | $ | 33,517 | ||||
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Income taxes
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12,376 | 80,000 | ||||||
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Non-cash investing and financing activities:
|
||||||||
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Increase in accounts payable and accrued expenses of initial public offering
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— | 5,311 | ||||||
3
| Non- | ||||||||||||||||||||
| Common stock | Retained | controlling | Total | |||||||||||||||||
| Shares | Amount | earnings | interests | equity | ||||||||||||||||
|
Balance, December 31, 2009
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20,180,486 | $ | 67,711,746 | $ | 4,542,126 | $ | (32,536 | ) | $ | 72,221,336 | ||||||||||
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Stock-based compensation -
nonemployees
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— | 3,972 | — | — | 3,972 | |||||||||||||||
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Exercise of options and
related tax benefit, net
of mature shares
redeemed for the
exercise price
|
386,662 | 1,013,914 | — | — | 1,013,914 | |||||||||||||||
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Stock-based compensation -
employees
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— | 130,915 | — | — | 130,915 | |||||||||||||||
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Repurchase of shares
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(153,543 | ) | (1,828,697 | ) | — | — | (1,828,697 | ) | ||||||||||||
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Reclass of redeemable
common stock
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— | 1,830,000 | — | — | 1,830,000 | |||||||||||||||
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Net and
comprehensive income
|
— | — | 323,578 | (10,080 | ) | 313,498 | ||||||||||||||
|
|
||||||||||||||||||||
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Balance, March 31, 2010
|
20,413,605 | $ | 68,861,850 | $ | 4,865,704 | $ | (42,616 | ) | $ | 73,684,938 | ||||||||||
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||||||||||||||||||||
4
| (1) | BASIS OF PRESENTATION | |
| In the opinion of management, the accompanying unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) of Cumberland Pharmaceuticals Inc. and its subsidiaries (collectively, the “Company” or “Cumberland”) have been prepared on a basis consistent with the December 31, 2009 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the information set forth herein. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, or SEC, and omit certain information and footnote disclosure necessary to present the statements in accordance with U.S. generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009. The results of operations for the first three months of 2010 are not necessarily indicative of the results to be expected for the entire fiscal year or any future period. | ||
| Total comprehensive income was comprised solely of net income for the three months ended March 31, 2010 and 2009. | ||
| Accounting Policies: | ||
| In preparing the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, management must make decisions that impact the reported amounts and the related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, management applies judgments based on its understanding and analysis of the relevant circumstances, historical experience, and other available information. Actual amounts could differ from those estimated at the time the condensed consolidated financial statements are prepared. | ||
| The Company has evaluated events occurring subsequent to March 31, 2010 for accounting and disclosure implications. |
| (2) | EARNINGS PER SHARE | |
| The following table reconciles the numerator and denominator used to calculate diluted earnings per share for the three months ended March 31, 2010 and 2009: |
| Three Months Ended March 31, | ||||||||
| 2010 | 2009 | |||||||
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Numerator:
|
||||||||
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Net income attributable to common shareholders
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$ | 323,578 | $ | 1,218,090 | ||||
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||||||||
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Denominator:
|
||||||||
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Weighted-average shares outstanding — basic
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20,233,267 | 10,321,175 | ||||||
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Convertible preferred stock shares
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– | 1,625,498 | ||||||
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Dilutive effect of other securities
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1,162,152 | 4,180,567 | ||||||
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Weighted-average shares outstanding — diluted
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21,395,419 | 16,127,240 | ||||||
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| As of March 31, 2010 and 2009, options to purchase 541,522 and 344,587 shares of common stock, respectively, were outstanding but were not included in the computation of diluted EPS because the effect would be antidilutive. |
5
| (3) | SEGMENT REPORTING | |
| We operate in one segment, specialty pharmaceutical products. Management has chosen to organize the Company based on the type of products sold. All of the Company’s assets are located in the United States. The Company had sales of less than $0.1 million to non-U.S. customers during the three months ended March 31, 2010 and $0.7 million during the three month period ended March 31, 2009. | ||
| The Company’s net revenues consisted of the following for the three months ended March 31, 2010 and 2009: |
| Three Months Ended March 31, | ||||||||
| 2010 | 2009 | |||||||
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Products:
|
||||||||
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Acetadote
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$ | 7,723,273 | $ | 7,133,430 | ||||
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Kristalose
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2,309,982 | 2,228,615 | ||||||
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Caldolor
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19,305 | – | ||||||
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Other
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78,092 | 42,554 | ||||||
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||||||||
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Total net revenues
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$ | 10,130,652 | $ | 9,404,599 | ||||
|
|
||||||||
| (4) | SHAREHOLDERS’ EQUITY | |
| In February 2010, the Company repurchased 153,543 shares of common stock totaling $1.8 million for the settlement of tax liabilities associated with the exercise of certain options in 2009. As of December 31, 2009, this amount was included in redeemable common stock in the condensed consolidated balance sheet. The repurchase amount was based on the fair-market value of common stock on the date of settlement. | ||
| During the first quarter of 2010, options to purchase 394,456 shares of common stock were exercised. In connection with an exercise, 7,794 shares of mature stock was tendered as consideration for the exercise price. The exercise of these options created a tax deduction of approximately $3.6 million, of which approximately $0.5 million was used to offset the estimated tax liability resulting from the results of operations for the three months ended March 31, 2010. As of March 31, 2010, the Company has unrecognized tax deductions of approximately $68.6 million that will be recognized when the deduction reduces income taxes payable. |
| (5) | COLLABORATIVE AGREEMENTS | |
| The Company is a party to several collaborative arrangements with certain research institutions to identify and pursue promising pre-clinical pharmaceutical product candidates. The Company has determined these collaborative agreements do not meet the criteria for accounting under Accounting Standards Codification 808, Collaborative Agreements . The agreements do not specifically designate each party’s rights and obligations to each other under the collaborative arrangements. Except for patent defense costs, expenses incurred by one party are not required to be reimbursed by the other party. The funding for these programs is generally provided through private sector investments or federal Small Business (SBIR/STTR) grant programs. Expenses incurred under these collaborative agreements are included in research and development expenses in the condensed consolidated statements of income. Funding received from private sector investments and grants are recorded as net revenues in the condensed consolidated statements of income. |
| (6) | SUBSEQUENT EVENTS | |
| In May 2010, the Board of Directors authorized the repurchase of up to $10 million of common stock. Repurchases will be made from time to time on the open market over a number of months and will be funded through excess cash flow. |
6
7
8
9
10
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2010 | 2009 | |||||||
| (in thousands) | ||||||||
|
Net cash provided by (used in):
|
||||||||
|
Operating activities
|
$ | 519 | $ | (1,735 | ) | |||
|
Investing activities
|
(64 | ) | (32 | ) | ||||
|
Financing activities
|
(5,404 | ) | 10 | |||||
|
|
||||||||
|
Net decrease in cash and cash equivalents
(1)
|
$ | (4,949 | ) | $ | (1,757 | ) | ||
|
|
||||||||
| (1) | The sum of the individual amounts may not agree due to rounding. |
11
12
| Total Number | Average | |||||||
| of Shares (or | Price Paid | |||||||
| Units) | per Share | |||||||
| Period | Purchased | (or Unit) | ||||||
|
January 1 – January 31
|
– | – | ||||||
|
February 1 – February 28
|
161,337 | $ | 11.89 | |||||
|
March 1 – March 31
|
– | – | ||||||
|
|
||||||||
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Total
|
161,337 | |||||||
|
|
||||||||
| No. | Description | |
|
4.6.1#
|
Form of Incentive Stock Option Agreement under 2007 Long-Term Incentive Compensation Plan of Cumberland Pharmaceuticals Inc. | |
|
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||
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4.6.2#
|
Form of Nonstatutory Stock Option Agreement under 2007 Long-Term Incentive Compensation Plan of Cumberland Pharmaceuticals Inc. | |
|
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||
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4.7#
|
Form of Nonstatutory Stock Option Agreement under 2007 Directors’ Compensation Plan of Cumberland Pharmaceuticals Inc. | |
|
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||
|
10.6.3
|
Fifth Amendment to Service Agreement, dated April 1, 2010, by and between Ventiv Commercial Services, LLC and Cumberland Pharmaceuticals Inc., incorporated herein by reference from Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-33637) as filed with the SEC on April 6, 2010 | |
|
|
||
|
10.9.4†
|
Fourth Amendment to Kristalose Agreement, effective January 1, 2010, by and between Inalco S.p.A., Inalco Biochemicals, Inc., and Cumberland Pharmaceuticals Inc. | |
|
|
||
|
10.11#
|
Employment Agreement effective as of January 1, 2010 by and between A.J. Kazimi and Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Current Report of Form 8-K (File No. 001-33637) as filed with the SEC on March 29, 2010. |
13
| No. | Description | |
|
10.12#
|
Employment Agreement effective as of January 1, 2010 by and between Jean W. Marstiller and Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Current Report of Form 8-K (File No. 001-33637) as filed with the SEC on March 29, 2010. | |
|
|
||
|
10.13#
|
Employment Agreement effective as of January 1, 2010 by and between Leo Pavliv and Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Current Report of Form 8-K (File No. 001-33637) as filed with the SEC on March 29, 2010. | |
|
|
||
|
10.15#
|
Employment Agreement effective as of January 1, 2010 by and between David L. Lowrance and Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Current Report of Form 8-K (File No. 001-33637) as filed with the SEC on March 29, 2010. | |
|
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10.19#
|
2007 Directors’ Incentive Plan of Cumberland Pharmaceuticals Inc. | |
|
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10.21.2†
|
Second Amendment to Office Lease Agreement, dated March 2, 2010, by and between 2525 West End, LLC (successor in interest to Nashville Hines Development LLC) and Cumberland Pharmaceuticals Inc. | |
|
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||
|
10.26#
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Employment Agreement effective as of January 1, 2010 by and between Martin E. Cearnal and Cumberland Pharmaceuticals Inc., incorporated herein by reference to the corresponding exhibit to the Registrant’s Current Report of Form 8-K (File No. 001-33637) as filed with the SEC on March 29, 2010. | |
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31.1
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Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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31.2
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Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| # | Indicates a management contract or compensatory plan. | |
| † | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Quarterly Report and submitted separately to the Securities and Exchange Commission. |
14
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Cumberland Pharmaceuticals Inc.
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| Dated: May 17, 2010 | By: | /s/ A. J. Kazimi | ||
| A. J. Kazimi | ||||
| Chief Executive Officer | ||||
| Dated: May 17, 2010 | By: | /s/ David L. Lowrance | ||
| David L. Lowrance | ||||
| Vice President and Chief Financial Officer | ||||
15
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|