UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2019

 

 

CATALENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36587   20-8737688

(State or other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

14 Schoolhouse Road

Somerset, New Jersey

  08873
(Address of registrant’s principal executive office)   (Zip code)

(732) 537-6200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbols(s)

 

Name of each exchange

on which registered

Common Stock   CTLT   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Explanatory Note

As previously reported in the Current Report on Form 8-K filed by Catalent, Inc. (“Catalent”) on May 22, 2019 (the “Original Report”), pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of April 14, 2019, by and among Catalent Pharma Solutions, Inc., Catalent Holdco I Inc., a wholly owned subsidiary of Catalent Pharma Solutions, Inc. (“Merger Sub”), Paragon Bioservices, Inc. (“Paragon”), Pearl Shareholder Representative, LLC, as representative of the Company Securityholders (as defined in the Merger Agreement), and, solely with respect to Sections 4.12 (solely with respect to the Equity Financing (as defined in the Merger Agreement)) and 8.19 of the Merger Agreement, Catalent, Merger Sub merged with and into Paragon on May 17, 2019 (the “Merger”), with Paragon continuing as the surviving company in the Merger. As a result of the Merger, Paragon became an indirect, wholly owned subsidiary of Catalent.

This Current Report on Form 8-K/A amends the Original Report to provide the financial statements of Paragon and the pro forma financial information relating to the Merger that are required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively, and should be read in conjunction with the Original Report. Except as set forth herein, no other modification has been made to the Original Report.

 

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired . The (i) audited balance sheet of Paragon as of December 31, 2018 and the related audited statements of operations and comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2018, together with the notes thereto and the independent auditor’s report thereon, and (ii) the unaudited balance sheet of Paragon as of March 31, 2019 and the related unaudited statements of operations and comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2019 and 2018, together with the notes thereto, in each case, required by Item 9.01(a) of Form 8-K are filed as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

(b) Pro Forma Financial Information . The unaudited pro forma financial statements of Catalent as of March 31, 2019, for the nine months ended March 31, 2019, and for the year ended June 30, 2018 required by Item 9.01(b) of Form 8-K, which give pro forma effect to the Merger and certain financing transactions described in the pro forma financial statements, are filed as Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits .

 

Exhibit
No.

  

Description

23.1    Consent of Ernst & Young LLP.
99.1    Audited balance sheet of Paragon as of December  31, 2018 and the related audited statements of operations and comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the year ended December  31, 2018, together with the notes thereto and the independent auditor’s report thereon.
99.2    Unaudited balance sheet of Paragon as of March  31, 2019 and the related unaudited statements of operations and comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2019 and 2018, together with the notes thereto.
99.3    Unaudited pro forma financial statements of Catalent as of March 31, 2019, for the nine months ended March 31, 2019, and for the year ended June 30, 2018, together with the notes thereto.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Catalent, Inc.
  (Registrant)
By:  

/s/ Steven L. Fasman

  Steven L. Fasman
  Senior Vice President, General Counsel and Secretary

Date: June 21, 2019

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration Statements of Catalent, Inc.:

 

  (1)

Registration Statement (Form S-8 No. 333-197726) pertaining to the Catalent, Inc. 2014 Omnibus Incentive Plan and the 2007 PTS Holding Corp. Stock Incentive Plan, and

 

  (2)

Registration Statement (Form S-8 No. 333-228438) pertaining to the Catalent, Inc. 2018 Omnibus Incentive Plan; Catalent, Inc. 2019 Employee Stock Purchase Plan.

of our report dated June 14, 2019, with respect to the financial statements of Paragon Bioservices, Inc., included in this Current Report on Form 8-K/A.

/s/ Ernst & Young LLP

Tysons, Virginia

June 21, 2019

Exhibit 99.1

PARAGON BIOSERVICES, INC.

FINANCIAL STATEMENTS

Year Ended December 31, 2018

TABLE OF CONTENTS

 

Report of Independent Auditors

     F-2  

Financial Statements

  

Balance Sheet

     F-3  

Statement of Operations and Comprehensive Income

     F-4  

Statement of Changes in Stockholders’ Equity (Deficit)

     F-5  

Statement of Cash Flows

     F-6  

Notes to Financial Statements

     F-7  

 

F-1


Report of Independent Auditors

To the Shareholders and the Board of Directors of Catalent, Inc.

We have audited the accompanying financial statements of Paragon Bioservices, Inc., which comprise the balance sheet as of December 31, 2018, and the related statements of operations and comprehensive income, changes in stockholders’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Paragon Bioservices, Inc. at December 31, 2018, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

Restatement of Prior Period Financial Statements

As discussed in Note 2 to the financial statements, the beginning accumulated deficit has been restated to correct errors related to the accounting for capital leases. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Tysons, VA

June 14, 2019

 

F-2


PARAGON BIOSERVICES, INC.

BALANCE SHEET

DECEMBER 31, 2018

 

ASSETS

 

CURRENT ASSETS

  

Cash

   $ 31,750,896  

Contract Receivables

     17,693,332  

Refundable Jobs Credit Receivable

     1,025,183  

Inventory

     2,366,056  

Prepaid Expenses and Other Assets

     982,434  
  

 

 

 

Total Current Assets

     53,817,901  
  

 

 

 

PROPERTY AND EQUIPMENT, NET

     100,756,601  
  

 

 

 

OTHER ASSETS

  

Deposits and Other

     1,354,600  

Deferred Tax Asset

     5,675,571  
  

 

 

 

Total Other Assets

     7,030,171  
  

 

 

 

Total Assets

   $ 161,604,674  
  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES

  

Accounts Payable

   $ 13,005,694  

Accrued Expenses

     9,653,622  

Deferred Revenue

     37,049,688  

Capital Lease Obligations

     4,137,596  

Notes Payable

     1,750,000  

Deferred Rent

     39,794  
  

 

 

 

Total Current Liabilities

     65,636,394  
  

 

 

 

LONG-TERM LIABILITIES

  

Deferred Revenue

     5,830,632  

Capital Lease Obligations

     69,026,510  

Notes Payable

     15,350,243  

Deferred Rent

     317,584  
  

 

 

 

Total Long-Term Liabilities

     90,524,969  
  

 

 

 

Total Liabilities

     156,161,363  
  

 

 

 

STOCKHOLDERS’ EQUITY

  

Series B Preferred Stock, $0.001 Par Value; 1,702,000 Shares Authorized; 1,700,677 Shares Issued and Outstanding

     1,701  

Series A-1 Preferred Stock, $0.001 Par Value; 7,008,100 Shares Authorized; 7,003,038 Shares Issued and Outstanding

     7,003  

Series A Preferred Stock, $0.001 Par Value; 14,200,000 Shares Authorized; 13,740,458 Shares Issued and Outstanding

     13,741  

Junior Preferred Stock, $1 Par Value; 1,000,000 Shares Authorized, Issued, and Outstanding

     1,000,000  

Common Stock, $0.0003 Par Value; 40,000,000 Shares Authorized; 5,388,829 Shares Issued and Outstanding

     1,412  

Additional Paid-in Capital

     25,651,422  

Accumulated Deficit

     (21,231,968
  

 

 

 

Total Stockholders’ Equity (Deficit)

     5,443,311  
  

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 161,604,674  
  

 

 

 

See accompanying Notes to Financial Statements.

 

F-3


PARAGON BIOSERVICES, INC.

STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2018

 

REVENUE

  

Contract Revenue

   $ 101,142,819  
  

 

 

 

OPERATING EXPENSES

  

Cost of Contract Revenue

     71,710,142  

Selling, General and Administrative

     15,963,719  

Other Operating Costs

     1,970,867  
  

 

 

 

Total Operating Expenses

     89,644,727  
  

 

 

 

Income from Operations

     11,498,092  

OTHER EXPENSE

  

Interest Expense and Amortization of Debt Discount

     (5,046,313

Other Income (Expense), Net

     (646,716
  

 

 

 

Total Other Expenses

     (5,693,029
  

 

 

 

Income Before Provision for Income Taxes

     5,805,063  

Net Income Tax Benefit

     5,675,571  
  

 

 

 

NET INCOME AND COMPREHENSIVE INCOME

   $ 11,480,634  
  

 

 

 

See accompanying Notes to Financial Statements.

 

F-4


PARAGON BIOSERVICES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEAR ENDED DECEMBER 31, 2018

 

    Series B
Convertible
Preferred Stock
    Series A-1
Convertible
Preferred Stock
    Series A
Convertible
Preferred Stock
    Junior
Preferred

Stock
    Common Stock     Additional
Paid-in

Capital
    Retained
Deficit
    Total
Stock-
holders’
Equity
(Deficit)
 
    Share     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

BALANCE,

DECEMBER 31, 2017 as Reported

    —       $ —         4,000,000     $ 4,000       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,198,812     $ 1,362     $ 16,870,094     $ (24,063,323)     $ (6,174,126)  

Correction of Prior Period Error (Footnote 2)

                        $ (8,649,279)       (8,649,279)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE,

DECEMBER 31, 2017 as Restated

    —       $ —         4,000,000     $ 4,000       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,198,812     $ 1,362     $ 16,870,094     $ (32,712,602)     $ (14,823,405)  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Conversion of Convertible Subordinated Notes Payable

    —         —         2,608,038       2,608       —         —         —         —         —         —         3,205,430       —         3,208,038  

Beneficial Conversion and Exercise of Series A-1 Warrants

    —         —         395,000       395       —         —         —         —         —         —         319,555       —         319,950  

Issuance of Series B Preferred Stock, Net of Issuance Costs of $113,614

    1,700,677       1,701       —         —         —         —         —         —         —         —         4,884,685       —         4,886,386  

Exercise of Common Stock Options

    —         —         —         —         —         —         —         —         190,017       50       110,379       —         110,429  

Stock-Based Compensation

    —         —         —         —         —         —         —         —         —         —         261,279       —         261,279  

Net Income

    —         —         —         —         —         —         —         —         —         —         —         11,480,634       11,480,634  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE,

DECEMBER 31, 2018

    1,700,677     $ 1,701       7,003,038     $ 7,003       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,388,829     $ 1,412     $ 25,651,422     $ (21,231,968)     $ 5,443,311  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying Notes to Financial Statements.

 

F-5


PARAGON BIOSERVICES, INC.

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net Income

   $ 11,480,634  

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

  

Depreciation and Amortization

     3,757,096  

Interest and Amortization of Debt Issuance Costs

     275,498  

Stock-Based Compensation Expense

     261,279  

Interest and Beneficial Conversion Feature on Series A-1 Preferred Warrant

     316,000  

Income Tax Benefit

     (5,675,571

Effects of Changes in Operating Assets and Liabilities:

  

Contract Receivables

     (5,058,091

Refundable Jobs Credit Receivable

     (266,912

Inventory

     (2,193,420

Prepaid Expenses and Other Assets

     (420,309

Deposits and Other

     (556,278

Accounts Payable and Accrued Expenses

     17,345,737  

Deferred Revenue

     34,985,800  
  

 

 

 

Net Cash Provided by Operating Activities

     54,251,461  
  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

  

Purchase of Property and Equipment

     (47,419,703
  

 

 

 

Net Cash Used by Investing Activities

     (47,419,703
  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

  

Proceeds from Sale of Property and Equipment

     7,704,898  

Proceeds from Preferred Stock Issuance

     4,886,386  

Proceeds from Common Stock Issuance

     110,429  

Proceeds from Notes Payable

     15,000,000  

Payments for Debt Issue Costs

     (576,625

Repayments of Notes Payable

     (1,833,333

Proceeds from (Repayments of) Bank Credit Facility

     (2,320,000

Repayments of Capital Lease Obligations

     (1,807,275
  

 

 

 

Net Cash Provided by Financing Activities

     21,164,480  
  

 

 

 

NET INCREASE IN CASH

     27,996,238  

Cash—Beginning of Year

     3,754,658  
  

 

 

 

CASH—END OF YEAR

   $ 31,750,896  
  

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  

Cash Paid for Interest

   $ 1,982,809  
  

 

 

 

NONCASH FINANCING ACTIVITY

  

Purchase of Equipment and Right of Use Building through Capital Lease

   $ 29,702,518  
  

 

 

 

Conversion of Convertible Subordinated Notes Payable Including Accrued Interest of $208,038

   $ 3,208,039  
  

 

 

 

See accompanying Notes to Financial Statements.

 

F-6


PARAGON BIOSERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2018

NOTE 1    DESCRIPTION OF BUSINESS AND ORGANIZATION

Paragon Bioservices, Inc. (the “Company” or “Paragon”) is a contract development and manufacturing organization (“CDMO”) incorporated in the State of Delaware. The Company’s principal business is the development and manufacturing of biopharmaceuticals on a contract basis for clients. Paragon specializes in viral vectors-based gene therapies, advanced vaccines, monoclonal antibodies, and recombinant proteins. The Company provides process development, analytical development, and cGMP manufacturing and testing services for pre-clinical and Phase I/II clinical activities.

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared utilizing the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Restatement of prior period financial statements

During 2018, the Company identified errors in the historical accounting for capital leases. As a result of these errors, the Company restated its opening accumulated deficit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Contract Receivables

Contract receivables are recorded net of an allowance for doubtful accounts. Management determines the allowance by regularly evaluating individual customer accounts, including considering a client’s total account balance, the aging of individual invoices, payment history, overall information on contract activities, and publicly available information. All accounts or portions thereof deemed to be uncollectible or requiring an excessive collection cost are written off against the allowance.

Inventory

Inventory consists of raw materials which are purchased for the execution of client contracts and may also include labor and overhead. Such amounts are recorded at the lower of cost or net realizable value, on the first-in, first-out method.

Property and Equipment

Property and equipment are recorded at cost and are presented on the balance sheet net of depreciation and amortization. Expenditures for major additions and improvements are capitalized, and maintenance, repairs, and minor replacements are charged to expense as incurred. When property and equipment is retired, or otherwise

 

F-7


disposed of, the cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is included in the results of operations for the period of disposition. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, generally ranging from five to ten years. Amortization of leasehold improvements and capital leases assets is computed on a straight-line basis over the lesser of the estimated useful lives of the underlying assets or the terms of the related leases.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to future undiscounted future cash flows expected to be realized. If the carrying amount exceeds the undiscounted future cash flows then the Company completes an assessment of fair value of the related asset or asset group. Any carrying value in excess of fair value is recognized as an impairment charge to operations.

Leases

The Company leases the majority of its facilities and enters into other lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Upon significant modifications or amendments to lease agreements, the Company reassesses its lease determination. Operating lease expenses are recognized in the statements of operations on a straight-line basis over the term of the related lease. Some of the Company’s lease agreements may contain renewal options, tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, the Company records a deferred rent asset or liability on the balance sheet equal to the difference between the rent expense and cash rent payments.

The cost of property and equipment acquired under capital lease arrangements represents the lesser of the present value of the minimum lease payments or the fair value of the leased asset as of the inception of the lease.

Debt Issuance Costs and Original Issue Discounts

The Company records the cost of any debt issuances and any discount on such issuance (original issue discount or “OID”) as a contra liability. Such amounts are amortized on a straight-line method over the term of the applicable debt, which approximates the effective interest method, the amortization being included in interest expense for the applicable period. The balance on the contra-liability is reflected as a reduction of the related debt item in the balance sheets.

Revenue Recognition

The Company derives revenue from the delivery of services or products to its clients. Revenue is recognized when all the following conditions are satisfied: (1) persuasive evidence of an arrangement exists; (2) services have been rendered or goods delivered; (3) the amount of fees to be paid by the client is fixed or determinable; and (4) the collectability of the fees is reasonably assured.

Certain of the Company’s contracts are short-term (generally 60 days or less) and include delivery to the client of a highly-defined, narrow set of deliverables. For such short-term contracts, the Company recognizes revenue upon shipment of the contracted deliverables.

The Company typically provides services to its clients under longer-term, fixed-price contracts. Such contracts generally include multiple elements and are accounted for in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 605-25, Revenue Arrangement with

 

F-8


Multiple Deliverables . The Company analyzes its contracts to determine whether the elements should be considered a single unit or separated and accounted for individually. Once the unit of accounting is determined, revenue is recognized on these contracts using the proportional performance method, under which the Company determines the percentage of direct labor hours incurred through the date of the financial statements in relation to the total estimated direct labor hours expected through completion of the contract or each individual element thereof. Revenue for any reporting period is then determined by multiplying this percentage by the value for the contract or individual element, as applicable. Management believes that the proportionate performance method using direct labor hours as the input measure provides a reasonable approximation of the Company’s performance (i.e. output) to the client over the contract period. Changes in estimates of direct labor to complete a contract can result in a change in the estimated contract profitability, either favorably or unfavorably. Contract charges or benefits as a result of these changes are recorded in the period in which they are determined.

Certain of the Company’s contracts provide for services under time-and-materials arrangements. Revenue for such contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses.

The Company incurs costs for raw materials, supplies and third-party testing used to fulfill client contracts. Under the terms of the contracts, such items are the property of the customer, and, accordingly, such costs, along with a mark-up fee defined in the contract, are billed and immediately recognized as revenue.

The Company acts as a principal in transactions when the Company has discretion to choose suppliers, bears credit and inventory risk, and performs a substantive part of the services. Revenue for such transactions is recorded at the gross amount billed to a customer, and the associated costs are recorded as a cost of contract revenue.

Unbilled receivables and deferred revenue are recorded on the accompanying balance sheets. Unbilled receivables represent revenue recognized on uncompleted longer-term fixed-price contracts in excess of billings. Conversely, deferred revenue represents billings received in excess of revenue recognized.

Stock-Based Compensation

The Company accounts for stock-based compensation awards based on the fair value as of the grant date estimated in accordance with the provisions of FASB ASC 718, Compensation – Stock Compensation . The Company recognizes compensation expense for stock-based compensation awards over the requisite service period of the award.

Income Taxes

Income taxes in the financial statements generally consist of taxes currently due and deferred taxes. Deferred income tax assets and liabilities result from timing differences between the recognition of income and expense for financial reporting and income tax purposes. The estimated future tax consequences of these timing differences are recorded as deferred tax assets and liabilities in the financial statements. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which the timing differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date of such change.

The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit that is recorded for

 

F-9


these positions is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Any interest and penalties on uncertain tax positions are included within the tax provision.

Self-Insurance Programs

The Company self-insures for certain levels of employee medical coverage. The Company makes an estimate of costs incurred but not yet reported. These estimates are based upon historical experience. Changes in estimate are recognized within the period identified.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 outlines a single comprehensive model to account for revenue arising from contracts with clients; such guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The Company will adopt ASU 2014-09 using the modified retrospective approach, applied only to contracts that were not completed as of January 1, 2019. In accordance with the new standard, the Company has completed a review of its contracts as well as costs associated with obtaining these contracts.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires recording of assets and liabilities that arise from leases currently classified as operating leases under current GAAP. This new guidance will be effective for Paragon beginning in 2020, and for interim periods beginning in 2021.

The Company is currently evaluating the impact that these standards will have on its financial statements.

NOTE 3    CONTRACT RECEIVABLES

Contract receivables consist of the following:

 

Contract Receivables

   $ 15,025,856  

Unbilled Receivables

     2,667,476  
  

 

 

 
     17,693,332  

Allowance for Doubtful Accounts

     —    
  

 

 

 

Contract Receivables, Net

   $ 17,693,332  
  

 

 

 

NOTE 4    INVENTORY

Inventory consist of the following:

 

Raw Materials and Supplies

   $ 2,334,403  

Work in process—Labor, Materials and Overhead

     31,653  
  

 

 

 

Inventory

   $ 2,366,056  
  

 

 

 

 

F-10


NOTE 5    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

 

Building

   $ 41,203,947  

Leasehold Improvements

     25,079,050  

Equipment and Vehicle

     18,742,716  

Furniture

     537,719  

Computer Hardware and Software

     1,260,515  

Construction in Progress

     34,820,419  
  

 

 

 
     121,644,366  

Less: Accumulated Depreciation and Amortization

     (20,887,765
  

 

 

 

Property and Equipment, Net

   $ 100,756,601  
  

 

 

 

The following is a summary of the leased assets included in property and equipment:

 

Buildings and Leasehold Improvements

   $ 60,972,844  

Equipment

     12,527,355  

Less: Accumulated Depreciation

     (5,883,073
  

 

 

 

Total

   $ 67,617,127  
  

 

 

 

Depreciation and amortization expense, inclusive of $3,053,000 attributed to capital lease assets, was approximately $3,757,000 for the year ended December 31, 2018.

NOTE 6    NOTES PAYABLE AND BANK CREDIT FACILITY

Notes payable consist of the following:

 

Note payable to bank (less unamortized debt issuance costs of $23,360 at December 31, 2018, interest of Prime plus 1.50% per annum (7.00% at December 31, 2018), monthly principal payments of $83,333 plus interest from November 2017 through October 2020, secured by substantially all assets of the Company

   $ 1,726,640  

Note payable to landlord (related party) (less unamortized debt issuance costs of $2,988 at December 31, 2018), interest of 10% per annum, monthly principal payments of $125,000 plus interest through maturity in June 2019

     747,012  

Subordinated notes payable to shareholders (less unamortized debt issuance costs of $496,742), interest of 14.00% per annum, interest of 12% per annum is due monthly, while the remaining interest of 2% per annum (“PIK interest”) is accrued monthly, principal and PIK interest are due in full on August 3, 2023, the notes are secured by a second lien on substantially all assets of the Company

     14,626,591  
  

 

 

 

Total

     17,100,243  

Less: Current Portion

     (1,750,000
  

 

 

 

Notes Payable, Non-Current

   $ 15,350,243  
  

 

 

 

In June 2017, the Company completed a subordinated convertible debt offering (“Convertible Debt”) with certain shareholders for a total of $2,600,000. The Convertible Debt included a substantive redemption feature; therefore, the Company was accreting interest expense to the assumed conversion date. In August 2018, in accordance with the terms of the original offering, the par value of the Convertible Debt was converted into 2,608,038 shares of Series A-1 Convertible Preferred Stock. The accreted interest was reclassified to additional paid-in-capital. As of December 31, 2018, there is no Convertible Debt outstanding.

 

F-11


In 2018, the Company entered into three amendments to the Revolving Bank Credit Facility to (i) increase the permitted indebtedness, as defined, from $3,000,000 to $20,000,000, (ii) increase available funds on the revolving credit facility from $7,000,000 to $10,000,000, and (iii) require the Company to execute a $15,000,000 debt financing and a $5,000,000 issuance of Series B Preferred Stock by August 15, 2018. These amendments were treated as debt modifications.

The Revolving Bank Credit Facility agreement requires the Company to maintain certain financial and non-financial covenants. The Company was in compliance with these covenants as of December 31, 2018 and believes it will remain in compliance for at least a year beyond the issuance of these financial statements. No amounts were outstanding under the Revolving Bank Credit Facility at December 31, 2018.

In August 2018, the Company entered into a Loan and Security agreement for a $15,000,000 term loan facility. Contemporaneously with the closing of the loan, the Company issued Series B Preferred Stock in an aggregate amount of $5,000,000, of which $3,000,000 was issued to the holders of the term loan, and the remaining $2,000,000 being issued to certain holders of Series A Preferred shares.

Interest expense from notes payable totaled approximately $1,287,000 for the year ended December 31, 2018. In connection with the Company’s construction in progress, substantially all interest amounts have been capitalized.

Future principal payments on notes payable are as follows:

 

Years Ending December 31,

   Amount  

2019

   $ 1,750,000  

2020

     747,012  

2021

     —    

2022

     —    

2023

     14,603,231  
  

 

 

 

Total

   $ 17,100,243  
  

 

 

 

NOTE 7    CAPITAL LEASE OBLIGATIONS

The Company’s facility leases under capital lease arrangements have an interest rate of 9.5% and terms ranging from 17 to 28 years. Additionally, The Company leases various equipment under capital lease agreements with interest rates ranging from 6.3% to 17.5%, and terms ranging from 36 to 60 months. The following is a schedule showing the future minimum lease payments under capital leases:

 

Years Ending December 31,

      

2019

   $ 11,266,225  

2020

     11,034,737  

2021

     8,899,028  

2022

     7,544,022  

2023

     6,924,514  

Thereafter

     126,783,409  
  

 

 

 

Total Minimum Lease Payments

     172,451,936  

Less: Amount Representing Interest

     (99,287,830
  

 

 

 

Present Value of Minimum Lease Payments

     73,164,106  

Less: Current Portion

     (4,137,596
  

 

 

 

Long-Term Portion

   $ 69,026,510  
  

 

 

 

 

F-12


NOTE 8    STOCKHOLDERS’ EQUITY

The Company is authorized to issue 40 million shares of common stock with a par value of $0.0003, and 23,900,000 shares of preferred stock, of which 1,702,000 shares are designated as Series B Preferred Stock with a par value of $0.001 (“Series B”), 7,008,100 shares are designated as Series A-1 Preferred Stock with a par value of $0.001 (“Series A-1”), 14,200,000 shares are designated as Series A Preferred Stock with a par value of $0.001 (“Series A”) (collectively referred to as “Senior Convertible Preferred”), and 1,000,000 shares are designated as Junior Preferred Stock with a par value of $1.00 (“Junior Preferred”). No dividends have been declared on any series of authorized stock.

Senior Convertible Preferred

The Series B terms include a 7% per annum cumulative compounding dividend, senior liquidation preference of one (1) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of Series B is convertible, at the option of the holder, at any time into a number of shares of common stock as is determined by dividing the Series B original issue price by the Series B conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series B. Series B liquidating preference including cumulative dividends was approximately $5,144,000, as of December 31, 2018.

The Series A-1 terms include a 7% per annum cumulative compounding dividend, liquidation preference of one and one half (1.5) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of the Series A-1 is convertible, at the option of the holder, at any time into a number of shares of common stock determined by dividing the Series A-1 original issue price by the Series A-1 conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series A-1. The Series A-1 liquidating preference including cumulative dividends was approximately $11,569,000 as of December 31, 2018.

The Series A terms include a 7% per annum cumulative, compounding dividend, liquidation preference of one (1) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of the Series A is convertible, at the option of the holder, at any time into a number of shares of common determined by dividing the Series A original issue price by the Series A conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series A. The Series A liquidation preference including cumulative dividends was approximately $18,236,000 as of December 31, 2018.

Holders of the various classes of Senior Convertible Preferred shares can force redemption by the Company of such shares at any time on or after August 6, 2020 if 66.7% of the then outstanding shares of Series A-1 request redemption. The redemption price is the greater of (i) the original issue price per share of the Series A-1 multiplied by 1.5 for shares of Series A-1 and 1.0 for each share of Series A and Series B, plus all accrued and unpaid dividends, or (ii) the fair market value of such shares on the redemption date. Holders of the Series B can also force redemption by the Company of such shares at any time on or after July 31, 2023 provided certain terms and conditions are met including prepayment of the subordinated notes payable to shareholders (see Note 6).

Junior Preferred

The Junior Preferred have terms that include a 7% per annum cumulative non-compounding dividend and certain liquidation preferences. Junior Preferred liquidation preference including cumulative dividends was approximately $1,293,000 as of December 31, 2018.

Warrants

During the year ended December 31, 2016, the Company granted a vendor fully-vested warrants to purchase up to 300,000 shares of the Company’s Common stock at a price of $0.59 per share. Such warrants expire on February 26, 2023. The fair value of these warrants was determined to be immaterial to the financial statements.

 

F-13


During the year ended December 31, 2014, the Company granted two vendors fully-vested warrants to purchase up to 380,000 shares of the Company’s Series A preferred stock at prices of $1.00 and $1.10 per share, which are subject to anti-dilution provisions. The fair value of the above warrants was determined to be immaterial to the financial statements.

During the years ended December 31, 2016 and 2015, the Company granted investors in new issuance of Series A-1 preferred stock fully-vested warrants to purchase up to 400,000 shares of the Company’s Series A-1 preferred stock a price of $.01 per share. Such warrants expire between 2025 and 2026. During the year ended December 31, 2018, 395,000 of these warrants were exercised.

NOTE 9    COMMITMENTS AND CONTINGENCIES

The Company is obligated as a lessee under non-cancelable operating leases for office space, facilities, and equipment, with lease terms through December 2034. For office space and facilities leases, the leases provide for annual escalations and pro-rata share of common area operating expenses.

The following are the minimum annual lease payments under all operating leases:

 

Years Ending December 31,

      

2019

   $ 1,518,484  

2020

     880,758  

2021

     631,336  

2022

     603,520  

2023

     615,590  

Thereafter

     261,626  
  

 

 

 

Total

   $ 4,511,314  
  

 

 

 

Total rent expense, net of amortization of deferred rent, for the year ended December 31, 2018 was approximately $2,626,000.

Contingencies

From time to time, the Company is involved in various legal proceedings in the ordinary course of its business. Although management of the Company cannot predict the outcome of these legal proceedings with certainty, it does not believe that the ultimate resolution of these legal proceedings will have a material effect on the Company’s financial statements.

NOTE 10    401(K) RETIREMENT P LAN

As of January 1, 2007, the Company established an employee retirement plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Under the plan, the Company matches eligible employee contributions up to 4% of their respective qualifying compensation. Total Company contributions were approximately $558,000 for the year ended December 31, 2018.

NOTE 11    OTHER OPERATING COSTS

Other operating costs for the year ended December 31, 2018 related principally to rents and other costs incurred during construction of an office and manufacturing space.

 

F-14


NOTE 12    OTHER EXPENSES

Other Expense reported on the accompanying Statement of Operations and Comprehensive Income consist of interest expense and other expenses. Interest expense totaled approximately $5,046,000 for the year ended December 31, 2018. Other non-recurring expenses, including transaction costs, totaled approximately $647,000 for the year ended December 31, 2018.

NOTE 13    INCOME TAXES

A reconciliation of the provision/(benefit) starting from the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

 

Provision at U.S. Federal Statutory Tax Rat

     1,219,063        21.00

Permanent Items

     300,429        5.18

State Taxes—Current

     36,018        0.62

State Taxes—Deferred

     247,289        4.26

Change—Valuation Allowance Release

     (7,432,776      -128.04

Other

     (45,593      -0.79
  

 

 

    

 

 

 

Total Benefit

     (5,675,571      -97.77
  

 

 

    

 

 

 

Significant components of the Company’s net deferred income taxes are as follows:

 

Deferred tax assets:

  

Deferred rent

   $ 3,925,099  

Deferred revenue

     251,357  

Net operating loss carryforwards

     3,205,126  

Accruals and reserves

     853,176  

Capitalized Lease Obligation

     2,692,928  

Stock Compensation

     235,524  
  

 

 

 

Total assets

     11,163,210  

Deferred tax liabilities:

  

Property and equipment

     (4,715,640

Prepaid Expenses

     (109,740

Long-Term Contract Revenue

     (405,073

Capitalized Interest

     (257,187
  

 

 

 

Total liabilities

     (5,487,640
  

 

 

 

Total deferred tax asset/(liability)

     5,675,570  

Valuation allowance

     —    
  

 

 

 

Deferred tax asset, net of valuation allowance

   $ 5,675,570  
  

 

 

 

As of December 31, 2018, the Company was in a cumulative three-year income position and based upon the weight of positive evidence, concluded that its deferred tax assets were more likely than not to be realized. The Company reversed its valuation allowance resulting in a provision benefit for the year ended December 31, 2018. As of December 31, 2018, the Company had net operating loss carryforwards (“NOLs”) for Federal and state income tax purposes of approximately $12,900,000 which expire from 2032 through 2037.

The Company’s ability to utilize its federal and state NOLs may be limited under Internal Revenue Code Section 382 (“Section 382”). Section 382 imposes annual limitations on the utilization of NOL carryforwards and other tax attributes upon an ownership change. In general terms, an ownership change may result from

 

F-15


transactions that increase the aggregate ownership of certain stockholders in the Company by more than 50 percentage points over a testing period (generally three years). The Company completed a Section 382 analysis through the year ended December 31, 2016. Based on this analysis, the Company’s NOLs and other tax attributes accumulated through 2016 should not be limited under Section 382. The Company has not updated their Section 382 analysis through 2018.

The Federal and state income tax returns of the Company for tax years 2015, 2016 and 2017 are subject to examination by the IRS and state taxing authorities generally for three (3) years after they are filed. The Company determined that it is not required to record a liability for uncertain tax positions as of December 31, 2018.

U.S. Tax Reform

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act contains numerous provisions impacting corporate taxpayers. Changes include a federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and temporary full expensing of certain business assets. The Company recorded provisional tax impacts related to the revaluation of deferred tax assets and liabilities as well as the temporary full expensing of certain business assets in our consolidated financial statements for the year ended December 31, 2017. Upon the completion of the 2017 U.S. federal corporate income tax return during the fourth quarter of 2018, the Company finalized its analysis of the Act and determined no additional adjustments were required.

NOTE 14    CONCENTRATION OF RISK

Credit Risk

Credit risk is inherent in financial instruments, which include cash and accounts receivable. The Company’s cash consists of highly liquid, U.S. dollar instruments of high-credit-quality financial institutions. The Company maintains cash deposits in excess of the limits insured by the Federal Deposit Insurance Corporation. The Company utilizes banking institutions with good credit histories and ratings, and, accordingly, management believes the credit risk within cash is minimal. Although the Company grants credit to its clients in the normal course of business, the Company generally conducts business with large well-funded companies and closely monitors client account balances; accordingly, management believes the credit risk within accounts receivable is minimal.

Major Customers

Three commercial clients accounted for a combined total of 45% of the Company’s contract revenue during the year ended December 31, 2018 and for approximately 49% of the contract receivable balance as of December 31, 2018.

NOTE 15    REFUNDABLE JOBS CREDIT

The Company received approval for the One Maryland Tax Credit (the “Program”) related to the build-out of its development and manufacturing facility in 2011. Under the Program, the Company qualified for the refundable jobs credits because the project was in a qualified area and, project costs and new hires for that facility exceeded certain thresholds. Refundable jobs credit was approximately $1,025,000 for 2018, and the amount was recorded as a reduction of compensation expense.

NOTE 16    SUBSEQUENT EVENTS

In March 2019, the Company and its bank amended the Revolving Bank Credit Facility to increase that facility from $10,000,000 to $12,000,000.

 

F-16


On May 17, 2019, the Company was acquired through a stock sale by Catalent Pharma Solutions, Inc. for $1,200,000,000, subject to adjustment. On the date of acquisition all outstanding notes payable and related accrued interest were paid in full.

Management evaluated subsequent events through June 14, 2019, the date the financial statements were issued.

 

F-17

Exhibit 99.2

PARAGON BIOSERVICES, INC.

UNAUDITED FINANCIAL STATEMENTS

As of and Three Months Ended March 31, 2019 and 2018

TABLE OF CONTENTS

 

Balance Sheets

     F-2  

Statements of Operations and Comprehensive Income

     F-3  

Statements of Changes in Stockholders’ Equity (Deficit)

     F-4  

Statements of Cash Flows

     F-5  

Notes to Financial Statements

     F-6  

 

F-1


PARAGON BIOSERVICES, INC.

UNAUDITED BALANCE SHEETS

MARCH 31, 2019 AND DECEMBER 31, 2018

 

     March 31, 2019     December 31, 2018  
ASSETS     

CURRENT ASSETS

    

Cash

   $ 19,241,610     $ 31,750,896  

Contract Receivables, Net

     37,256,491       17,693,332  

Refundable Jobs Credit Receivable

     1,452,164       1,025,183  

Inventory

     2,511,908       2,366,056  

Deferred Contract Costs

     13,536,710       —    

Prepaid Expenses and Other Assets

     1,989,938       982,434  
  

 

 

   

 

 

 

Total Current Assets

     75,988,821       53,817,901  
  

 

 

   

 

 

 

PROPERTY AND EQUIPMENT, NET

     132,396,939       100,756,601  
  

 

 

   

 

 

 

OTHER ASSETS

    

Deposits and Other

     1,575,477       1,354,600  

Deferred Tax Asset

     5,675,571       5,675,571  
  

 

 

   

 

 

 

Total Other Assets

     7,251,048       7,030,171  
  

 

 

   

 

 

 

Total Assets

   $ 215,636,808     $ 161,604,674  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

CURRENT LIABILITIES

    

Accounts Payable

   $ 13,088,733     $ 13,005,694  

Accrued Expenses

     13,845,503       9,653,622  

Deferred Revenue

     64,713,987       37,049,688  

Capital Lease Obligations

     9,928,109       4,137,596  

Notes Payable

     1,375,000       1,750,000  

Deferred Rent

     31,161       39,794  
  

 

 

   

 

 

 

Total Current Liabilities

     102,982,493       65,636,394  
  

 

 

   

 

 

 

LONG-TERM LIABILITIES

    

Deferred Revenue

     12,038,730       5,830,632  

Capital Lease Obligations

     77,407,019       69,026,510  

Notes Payable

     15,212,384       15,350,243  

Deferred Rent

     667,476       317,584  
  

 

 

   

 

 

 

Total Long-Term Liabilities

     105,325,609       90,524,969  
  

 

 

   

 

 

 

Total Liabilities

     208,303,102       156,161,363  
  

 

 

   

 

 

 

STOCKHOLDERS’ EQUITY

    

Series B Preferred Stock, $0.001 Par Value; 1,702,000 Shares Authorized; 1,700,677 Shares Issued and Outstanding

     1,701       1,701  

Series A-1 Preferred Stock, $0.001 Par Value; 7,008,100 Shares Authorized; 7,003,038 Shares Issued and Outstanding

     7,003       7,003  

Series A Preferred Stock, $0.001 Par Value; 14,200,000 Shares Authorized; 13,740,458 Shares Issued and Outstanding

     13,741       13,741  

Junior Preferred Stock, $1 Par Value; 1,000,000 Shares Authorized, Issued, and Outstanding

     1,000,000       1,000,000  

Common Stock, $0.0003 Par Value; 40,000,000 Shares Authorized, 5,388,829 Shares Issued and Outstanding

     1,413       1,412  

Additional Paid-in Capital

     25,762,354       25,651,422  

Accumulated Deficit

     (19,457,506     (21,231,968
  

 

 

   

 

 

 

Total Stockholders’ Equity

     7,328,706       5,443,311  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 215,638,808     $ 161,604,674  
  

 

 

   

 

 

 

See accompanying Notes to Financial Statements.

 

F-2


PARAGON BIOSERVICES, INC.

UNAUDITED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

 

     Three Months Ended
March 31, 2019
    Three Months Ended
March 31, 2018
 

REVENUE

    

Contract Revenue

   $ 34,098,947     $ 19,652,178  
  

 

 

   

 

 

 

OPERATING EXPENSES

    

Cost of Contract Revenue

     19,623,298       13,291,643  

Selling, General and Administrative

     7,330,964       3,831,389  

Other Operating Costs

     1,718,683       660,045  
  

 

 

   

 

 

 

Total Operating Expenses

     28,672,945       17,783,077  
  

 

 

   

 

 

 

Income from Operations

     5,426,002       1,869,101  

OTHER EXPENSE

    

Interest Expense and Amortization of Debt Discount

     (1,522,423     (1,013,657

Other Expense, Net

     (20,879     (494,011
  

 

 

   

 

 

 

Total Other Expenses

     (1,543,302     (1,507,668
  

 

 

   

 

 

 

Income Before Provision for Income Taxes

     3,882,700       361,433  

Provision for Tax Expense

     (897,292     —    
  

 

 

   

 

 

 

NET INCOME AND COMPREHENSIVE INCOME

   $ 2,985,408     $ 361,433  
  

 

 

   

 

 

 

See accompanying Notes to Financial Statements.

 

F-3


PARAGON BIOSERVICES, INC.

UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THREE MONTHS ENDED MARCH 31, 2019 and 2018

 

   

 

Series B

Preferred Stock

    Series A-1
Preferred Stock
    Series A
Preferred Stock
    Junior
Preferred Stock
    Common Stock     Additional
Paid-in

Capital
    Retained
Earnings

(Deficit)
    Total
Stock-
holders’
Equity
(Deficit)
 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

BALANCE, DECEMBER 31, 2018

    1,700,677     $ 1,701       7,003,038     $ 7,003       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,388,829     $ 1,412     $ 25,651,422     $ (21,231,968   $ 5,443,311  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cumulative effect due to change in Accounting Principle (ASU 2014-09)

                          (1,210,946     (1,210,946

Exercise of Common Stock Options

    —         —         —         —         —         —         —         —           —           —         —    

Stock-Based Compensation

    —         —         —         —         —         —         —         —             110,932       —         110,932  

Net Income

    —         —         —         —         —         —         —         —         —         —         —         2,985,405       2,985,405  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, MARCH 31, 2019

    1,700,677     $ 1,701       7,003,038     $ 7,003       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,388,829     $ 1,412     $ 25,762,354     $ (19,457,506   $ 7,328,705  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Series B
Convertible
Preferred Stock
    Series A-1
Convertible

Preferred Stock
    Series A
Convertible
Preferred Stock
    Junior
Preferred Stock
    Common Stock     Additional
Paid-in

Capital
    Retained
Deficit
    Total
Stock-
holders’
Equity
(Deficit)
 
    Share     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

BALANCE, DECEMBER 31, 2017

    —       $ —         4,000,000     $ 4,000       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,198,812     $ 1,362     $ 16,870,094     $ (32,712,602   $ (14,823,405
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Exercise of Common Stock Options

    —         —         —         —         —         —         —         —         9,484       —           —         —    

Stock-Based Compensation

    —         —         —         —         —         —         —         —         —         —         62,701       —         62,701  

Net Income

    —         —         —         —         —         —         —         —         —         —         —         361,433       361,433  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, MARCH 31, 2018

    —       $ —         4,000,000     $ 4,000       13,740,458     $ 13,741       1,000,000     $ 1,000,000       5,208,296     $ 1,362     $ 16,932,795     $ (32,351,169   $ (14,399,271
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying Notes to Financial Statements.

 

F-4


PARAGON BIOSERVICES, INC.

UNAUDITED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

 

     Three Months Ended
March 31, 2019
    Three Months Ended
March 31, 2018
 

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net Income

   $ 2,985,408     $ 361,433  

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

    

Depreciation and Amortization

     1,402,629       756,701  

Interest and Amortization of Debt Issuance Costs

     112,141       316,199  

Stock-Based Compensation Expense

     110,932       62,701  

Net Effect of Change in Accounting Principle

     (1,210,946     —    

Effects of Changes in Operating Assets and Liabilities:

    

Contract Receivable

     (19,563,159     (1,668,985

Refundable Job Credit Receivable

     (426,980     (212,766

Inventory

     (145,852     86,132  

Deferred Contract Costs

     (13,536,710     —    

Prepaid Expenses and Other Assets

     (1,007,504     (8,513

Deposits and Other

     (220,877     (78,048

Accounts Payable and Accrued Expenses

     4,274,921       2,247,617  

Deferred Revenue

     33,872,398       562,178  

Deferred Rent

     341,258       110,449  
  

 

 

   

 

 

 

Net Cash Provided by Operating Activities

     6,987,659       2,535,098  
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchase of Property and Equipment

     (17,761,659     (1,940,950
  

 

 

   

 

 

 

Net Cash Used by Investing Activities

     (17,761,659     (1,940,950
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from Sale-Lease Back

     3,347,381       609,641  

Repayments of Notes Payable

     (625,000     (333,333

Repayments of Capital Lease Obligations

     (4,457,667     (1,135,162
  

 

 

   

 

 

 

Net Cash Used by Financing Activities

     (1,735,286     (858,854
  

 

 

   

 

 

 

NET DECREASE IN CASH

     (12,509,286     (264,706

Cash—Beginning of Period

     31,750,896       3,754,658  
  

 

 

   

 

 

 

CASH—END OF PERIOD

   $ 19,241,610     $ 3,489,952  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    

Cash Paid for Interest

   $ 767,842     $ 201,966  
  

 

 

   

 

 

 

NON-CASH FINANCING ACTIVITY

    

Purchase of Equipment through Capital Lease

   $ 15,281,307     $ 629,941  
  

 

 

   

 

 

 

See accompanying Notes to Financial Statements.

 

F-5


PARAGON BIOSERVICES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2019 AND 2018

NOTE 1    DESCRIPTION OF BUSINESS AND ORGANIZATION

Paragon Bioservices, Inc. (the “Company” or “Paragon”) is a private-equity backed contract development and manufacturing organization (CDMO) incorporated in the State of Delaware. The Company’s principal business is the development and manufacturing of biopharmaceuticals on a contract basis for clients. Paragon specializes in viral vectors-based gene therapies, advanced vaccines, monoclonal antibodies, and recombinant proteins. The Company provides process development, analytical development, and cGMP manufacturing and testing services for pre-clinical and Phase I/II clinical activities.

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared utilizing the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 outlines a single comprehensive model to account for revenue arising from contracts with clients; such guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted the guidance as of January 1, 2019 using the modified retrospective approach, applied only to contracts that were not yet completed as of that date. The Company recorded a cumulative effect adjustment to the January 1, 2019 opening balance of its accumulated deficit upon adoption of this guidance, which increased beginning accumulated deficit by $1,200,000.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires recording of assets and liabilities that arise from leases currently classified as operating leases under current GAAP. This new guidance will be effective for Paragon beginning in 2020, and for interim periods beginning in 2021. The Company is currently evaluating the impact that this standard will have on its financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Contract Receivables

Contract receivables are recorded net of an allowance for doubtful accounts. Management determines the allowance by regularly evaluating individual customer accounts, including considering a client’s total account

 

F-6


balance, the aging of individual invoices, payment history, overall information on contract activities, and publicly available information. All accounts or portions thereof deemed to be uncollectible or requiring an excessive collection cost are written off against the allowance.

Inventory

Inventory consists of raw materials which are purchased for the execution of client contracts and may also include labor and overhead. Such amounts are recorded at the lower of cost or net realizable value, on the first-in, first-out method.

Property and Equipment

Property and equipment are recorded at cost and are presented on the balance sheet net of depreciation and amortization. Expenditures for major additions and improvements are capitalized, and maintenance, repairs, and minor replacements are charged to expense as incurred. When property and equipment is retired, or otherwise disposed of, the cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is included in the results of operations for the period of disposition. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, generally ranging from five to ten years. Amortization of leasehold improvements and capital lease assets is computed on a straight-line basis over the lesser of the estimated useful lives of the underlying assets or the terms of the related leases.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to future undiscounted future cash flows expected to be realized. If the carrying amount exceeds the undiscounted future cash flows then the Company completes an assessment of fair value of the related asset or asset group. Any carrying value in excess of fair value is recognized as an impairment charge to operations.

Leases

The Company leases the majority of its facilities and enters into other lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Upon significant modifications or amendments to lease agreements, the Company reassesses its lease determination. Operating lease expenses are recognized in the statements of operations on a straight-line basis over the term of the related lease. Some of the Company’s lease agreements may contain renewal options, tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, the Company records a deferred rent asset or liability on the balance sheet equal to the difference between the rent expense and cash rent payments.

The cost of property and equipment acquired under capital lease arrangements represents the lesser of the present value of the minimum lease payments or the fair value of the leased asset as of the inception of the lease.

Debt Issuance Costs and Original Issue Discounts

The Company records the cost of any debt issuances and any discount on such issuance (original issue discount or “OID”) as a contra liability. Such amounts are amortized on a straight-line method over the term of the applicable debt, which approximates the effective interest method, the amortization being included in interest expense for the applicable period. The balance on the contra-liability is reflected as a reduction of the related debt item in the balance sheets.

 

F-7


Revenue Recognition

The Company derives revenue from the delivery of process development, pre-clinical and Good Manufacturing Practices (“GMP”) manufacturing services to client in the pharmaceutical and biotechnology industries. The Company measures revenue from customer based on the consideration specified in its contract. Payments are typically due 30-60 days following the completion of services provided to the customer based on the payment terms set forth in the applicable customer contract. Certain contracts require a portion of the contract consideration to be received in advance at the commencement of the contract and is initially recorded as a contract liability.

The Company’s contracts with its customers generally consist of an integrated/bundled service offering under a long-term, fixed-price contract. This service offering is combined into a single performance obligation.

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under Topic 606. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at a contract’s inception.

Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company’s variable consideration primarily includes consideration transferred under its CMO arrangements. When a contract’s transaction price includes variable consideration, the Company evaluates the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no constraints or material changes to the Company’s variable consideration estimates as of or during the three months ended March 31, 2019.

To indicate the transfer of control for the Company’s contract manufacturing services, it must have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership. Revenue for long-term development contracts is generally recognized based upon the cost-to-cost (including direct labor hours) measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time.

Changes in estimates of direct labor to complete a contract can result in a change in the estimated contract profitability, either favorably or unfavorably. Contract charges or benefits as a result of these changes are recorded in the period in which they are determined.

A small portion of the Company’s contracts provide for services under time-and-materials arrangements. Revenue for such contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses. The material costs and out-of-pocket expenses are part of the contract’s transaction price, subject to the same accounting guidance (e.g., variable consideration). The costs that the Company incurs are treated as fulfillment costs and recognized within cost of contract revenue.

Because the goods or services giving rise to the out-of-pocket costs do not transfer a good or service to the customer, the reimbursements are presented on a gross basis. The Company acts as a principal in transactions when the Company controls the goods or services before they are delivered to the customer. The Company

 

F-8


considers whether it is responsible for the good or service meeting customer specifications, has inventory risk and sets pricing.

Unbilled receivables and contract liabilities are recorded on the accompanying balance sheets. Unbilled receivables represent revenue recognized on uncompleted longer-term fixed-price contracts in excess of billings and are contract assets. Conversely, contract liabilities represent contract consideration received in excess of revenue recognized.

As of March 31, 2019, the Company had $175,600,000 of remaining performance obligations, which is also referred to as total backlog. Of that total backlog, the Company expects to recognize approximately 68% in the nine months ended December 31, 2019.

As of March 31, 2019 and December 31, 2018, there were $6,000,000 and $2,700,000, respectively, of revenues in excess of billings and $76,800,000 and $42,900,000, respectively, of billings in excess of revenues on long-term contracts in the balance sheets.

In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2018, total contract liabilities were $42,900,000. During the three months ended March 31, 2019, revenue recognized that was included in the contract liability balance at the beginning of the year was $34,000,000. As of March 31, 2019, total contract liabilities were $76,800,000.

Stock-Based Compensation

The Company accounts for stock-based compensation awards based on the fair value as of the grant date estimated in accordance with the provisions of FASB ASC 718, Compensation—Stock Compensation . The Company recognizes compensation expense for stock-based compensation awards over the requisite service period of the award.

Income Taxes

Income taxes in the financial statements generally consist of taxes currently due and deferred taxes. Deferred income tax assets and liabilities result from timing differences between the recognition of income and expense for financial reporting and income tax purposes. The estimated future tax consequences of these timing differences are recorded as deferred tax assets and liabilities in the financial statements. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which the timing differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date of such change.

The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit that is recorded for these positions is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Any interest and penalties on uncertain tax positions are included within the tax provision.

Self-Insurance Programs

The Company self-insures for certain levels of employee medical coverage. The Company makes an estimate of costs incurred but not yet reported. These estimates are based upon historical experience. Changes in estimate are recognized within the period identified.

 

F-9


NOTE 3    CONTRACT RECEIVABLES

Contract receivables consist of the following:

 

     March 31, 2019      December 31, 2018  

Accounts Receivables

   $ 31,262,039      $ 15,025,856  

Unbilled Receivables

     5,994,452        2,667,476  
  

 

 

    

 

 

 
     37,256,491        17,693,332  

Allowance for Doubtful Accounts

     —          —    
  

 

 

    

 

 

 

Contract Receivable, Net

   $ 37,256,491      $ 17,693,332  
  

 

 

    

 

 

 

NOTE 4    INVENTORY

Inventory consist of the following:

 

     March 31, 2019      December 31, 2018  

Raw Materials and Supplies

   $ 1,970,577      $ 2,334,403  

Work in Process—Labor, Materials and Overhead

     541,331        31,653  
  

 

 

    

 

 

 

Total Inventory

   $ 2,511,908      $ 2,366,056  
  

 

 

    

 

 

 

NOTE 5    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

 

     March 31, 2019      December 31, 2018  

Buildings

   $ 41,203,947      $ 41,203,947  

Leasehold Improvements

     24,872,989        25,079,050  

Equipment & Vehicle

     19,657,163        18,742,716  

Furniture

     552,810        537,719  

Computer Hardware and Software

     1,371,358        1,260,515  

Construction in Progress

     66,399,056        34,820,419  
  

 

 

    

 

 

 
     154,057,323        121,644,366  

Less: Accumulated Depreciation and Amortization

     (21,660,384      (20,887,765
  

 

 

    

 

 

 

Property and Equipment, Net

   $ 132,396,939      $ 100,756,601  
  

 

 

    

 

 

 

The following is a summary of the leased assets included in property and equipment:

 

Buildings and Leasehold Improvements

   $ 60,972,844  

Equipment

     13,441,802  

Less: Accumulated Depreciation

     (7,159,241
  

 

 

 

Total

   $ 67,255,405  
  

 

 

 

Depreciation and amortization expense, inclusive of $1,323,000 and $710,000 attributed to capital lease assets, was approximately $1,403,000 and $757,000 during the three months ended March 31, 2019 and 2018, respectively.

 

F-10


NOTE 6    NOTES PAYABLE AND BANK CREDIT FACILITY

Notes payable consist of the following:

 

     March 31, 2019     December 31, 2018  

Note payable to bank (less unamortized debt issuance costs of $6,131 and $39,820, respectively), interest of Prime plus 1.50% per annum (7.00%), monthly principal payments of $83,333 plus interest from November 2017 through October 2020, secured by substantially all assets of the Company

   $ 1,493,869     $ 1,726,640  

Note payable to landlord (related party) (less unamortized debt issuance costs of $15,476 and $30,623, respectively), interest of 10% per annum, monthly principal payments of $125,000 plus interest through maturity in June 2019

     359,525       747,012  

Subordinated notes payable to shareholders (less unamortized debt issuance costs of $496,742), interest of 14.00% per annum, interest of 12% per annum is due monthly, while the remaining interest of 2% per annum (“PIK interest”) is accrued monthly, principal and PIK interest are due in full on August 3, 2023, the notes are secured by a second lien on substantially all assets of the Company

     14,733,990       14,626,591  
  

 

 

   

 

 

 

Total

     16,587,384       17,100,243  

Less: Current Portion

     (1,375,000     (1,750,000
  

 

 

   

 

 

 

Note Payable, Non-Current

   $ 15,212,384     $ 15,350,243  
  

 

 

   

 

 

 

In 2018, the Company entered into three amendments to the Revolving Bank Credit Facility to (i) increase the permitted indebtedness, as defined, from $3,000,000 to $20,000,000, (ii) increase available funds on the revolving credit facility from $7,000,000 to $10,000,000, and (iii) require the Company to execute a $15,000,000 debt financing and a $5,000,000 issuance of Series B Preferred Stock by August 15, 2018. These amendments were treated as debt modifications.

The Revolving Bank Credit Facility agreement requires the Company to maintain certain financial and non-financial covenants. The Company was in compliance with these covenants as of March 31, 2019 and believes it will remain in compliance for at least a year beyond the issuance of these financial statements. No amounts were outstanding under the Revolving Bank Credit Facility at March 31, 2019 or December 31, 2018.

In August 2018, the Company entered into a Loan and Security agreement for a $15,000,000 term loan facility. Contemporaneously with the closing of the loan, the Company issued Series B Preferred Stock in an aggregate amount of $5,000,000, of which $3,000,000 was issued to the holders of the term loan, and the remaining $2,000,000 being issued to certain holders of Series A Preferred shares.

In 2019, the Company entered into an amendment to the Revolving Bank Credit Facility to increase available funds from $10,000,000 to $12,000,000.

Interest expense from notes payable totaled approximately $382,000 and $122,000 for the three months ended March 31, 2019 and 2018, respectively. In connection with the Company’s construction in progress, substantially all interest amounts have been capitalized.

NOTE 7    CAPITAL LEASE OBLIGATIONS

The Company’s facility leases under capital lease arrangements have an interest rate of 9.5% and terms ranging from 17 to 28 years. Additionally, The Company leases various equipment under capital lease

 

F-11


agreements with interest rates ranging from 6.3% to 17.5%, and terms ranging from 36 to 60 months. The following is a schedule showing the future minimum lease payments under capital leases:

The following is a schedule showing the future minimum lease payments under capital leases:

 

Years Ending March 31,

      

2020

   $ 15,534,291  

2021

     14,652,728  

2022

     12,278,314  

2023

     10,195,381  

2024

     7,592,105  

Thereafter

     122,118,222  
  

 

 

 

Total Minimum Lease Payments

     182,371,041  

Less: Amount Representing Interest

     (95,035,913
  

 

 

 

Present Value of Minimum Lease Payments

     87,335,128  

Less: Current Portion

     (9,928,109
  

 

 

 

Long-Term Portion

   $ 77,407,019  
  

 

 

 

NOTE 8    STOCKHOLDERS’ EQUITY

The Company is authorized to issue 40 million shares of common stock with a par value of $0.0003, and 23,900,000 shares of preferred stock, of which 1,702,000 shares are designated as Series B Preferred Stock with a par value of $0.001 (“Series B”), 7,008,100 shares are designated as Series A-1 Preferred Stock with a par value of $0.001 (“Series A-1”), 14,200,000 shares are designated as Series A Preferred Stock with a par value of $0.001 (“Series A”) (collectively referred to as “Senior Convertible Preferred”), and 1,000,000 shares are designated as Junior Preferred Stock with a par value of $1.00 (“Junior Preferred”). No dividends have been declared on any series of authorized stock.

Senior Convertible Preferred

The Series B terms include a 7% per annum cumulative compounding dividend, senior liquidation preference of one (1) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of Series B is convertible, at the option of the holder, at any time into a number of shares of common stock as is determined by dividing the Series B original issue price by the Series B conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series B. Series B liquidating preference including cumulative dividends was approximately $5,232,000 and $5,144,000 as of March 31, 2019 and December 31, 2018, respectively.

The Series A-1 terms include a 7% per annum cumulative compounding dividend, liquidation preference of one and one half (1.5) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of the Series A-1 is convertible, at the option of the holder, at any time into a number of shares of common stock determined by dividing the Series A-1 original issue price by the Series A-1 conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series A-1. The Series A-1 liquidating preference including cumulative dividends was approximately $11,706,000 and $11,569,000 as of March 31, 2019 and December 31, 2018, respectively.

The Series A terms include a 7% per annum cumulative, compounding dividend, liquidation preference of one (1) multiplied by the original issue price, voting privileges, and rights to convert into shares of common stock. Each share of the Series A is convertible, at the option of the holder, at any time into a number of shares of

 

F-12


common determined by dividing the Series A original issue price by the Series A conversion price, as defined in the Company’s certificate of incorporation, but generally equal to the original issue price making the conversion equal to one (1) share of common for each Share of Series A. The Series A liquidation preference including cumulative dividends was approximately $18,951,000 and $18,236,000 as of March 31, 2019 and December 31, 2018, respectively.

Holders of the various classes of Senior Convertible Preferred shares can force redemption by the Company of such shares at any time on or after August 6, 2020 if 66.7% of the then outstanding shares of Series A-1 request redemption. The redemption price is the greater of (i) the original issue price per share of the Series A-1 multiplied by 1.5 for shares of Series A-1 and 1.0 for each share of Series A and Series B, plus all accrued and unpaid dividends, or (ii) the fair market value of such shares on the redemption date. Holders of the Series B can also force redemption by the Company of such shares at any time on or after July 31, 2023 provided certain terms and conditions are met including prepayment of the subordinated notes payable to shareholders (see Note 6).

Junior Preferred

The Junior Preferred have terms that include a 7% per annum cumulative non-compounding dividend and certain liquidation preferences. Junior Preferred liquidation preference including cumulative dividends was approximately $1,311,000 and $1,293,000 as of March 31, 2019 and December 31, 2018, respectively.

Warrants

During the year ended December 31, 2016, the Company granted a vendor fully-vested warrants to purchase up to 300,000 shares of the Company’s Common stock at a price of $0.59 per share. Such warrants expire on February 26, 2023. The fair value of these warrants was determined to be immaterial to the financial statements.

During the year ended December 31, 2014, the Company granted two vendors fully-vested warrants to purchase up to 380,000 shares of the Company’s Series A preferred stock at prices of $1.00 and $1.10 per share, which are subject to anti-dilution provisions. The fair value of the above warrants was determined to be immaterial to the financial statements.

During the years ended December 31, 2016 and 2015, the Company granted investors in new issuance of Series A-1 preferred stock fully-vested warrants to purchase up to 400,000 shares of the Company’s Series A-1 preferred stock a price of $.01 per share. Such warrants expire between 2025 and 2026.

NOTE 9    COMMITMENTS AND CONTINGENCIES

The Company is obligated as a lessee under non-cancelable operating leases for office space, facilities, and equipment, with lease terms through December 2034. For office space and facilities leases, the leases provide for annual escalations and pro-rata share of common area operating expenses.

The following are the minimum annual lease payments under all operating leases:

 

Years Ending March 31,

      

2020

   $ 1,359,052  

2021

     818,403  

2022

     624,382  

2023

     606,538  

2024

     527,099  

Thereafter

     196,219  
  

 

 

 

Total

   $ 4,131,693  
  

 

 

 

 

F-13


Total rent expense for the three months ended March 31, 2019 and 2018 was approximately $1,126,000 and $301,000, respectively.

Contingencies

From time to time, the Company is involved in various legal proceedings in the ordinary course of its business. Although management of the Company cannot predict the outcome of these legal proceedings with certainty, it does not believe that the ultimate resolution of these legal proceedings will have a material effect on the Company’s financial statements.

NOTE 10    401(K) RETIREMENT PLAN

As of January 1, 2007, the Company established an employee retirement plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. Under the plan, the Company matches eligible employee contributions up to 4% of their respective qualifying compensation. Total Company contributions were approximately $235,000 and $134,000 for the three months ended March 31, 2019 and 2018, respectively.

NOTE 11    OTHER OPERATING COSTS

Other operating costs related principally to rents and other costs incurred during construction of an office and manufacturing space for the three months ended March 31, 2019 and 2018, respectively.

NOTE 12    OTHER EXPENSES

Other Expense reported on the accompanying Statements of Operations and Comprehensive Income consist of interest expense and other expenses. Interest expense totaled approximately $1,522,000 and $1,014,000 for the three months ended March 31, 2019 and 2018, respectively. Other non-recurring expenses, including transaction costs, totaled approximately $21,000 and $494,000 for the three-months ended March 31, 2019 and 2018, respectively.

NOTE 13    INCOME TAXES

The Company had an income tax expense of $897,000 and $0 for the three months ended March 31, 2019 and 2018, respectively. As of December 31, 2018, the Company was in a cumulative three-year income position and based upon the weight of positive evidence, concluded that its deferred tax assets were more likely than not to be realized. The Company reversed the valuation allowance resulting in a provision benefit for the year ended December 31, 2018.

U.S. Tax Reform

On December 22, 2017, the U.S. government enacted wide-ranging tax legislation, the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act significantly revises U.S. tax law by, among other provisions, (a) lowering the applicable U.S. federal statutory income tax rate from 35% to 21% and (b) eliminating or reducing certain income tax deductions, such as interest expense, executive compensation expenses, and certain employee expenses.

NOTE 14    CONCENTRATION OF RISK

Credit Risk

Credit risk is inherent in financial instruments, which include cash and accounts receivable. The Company’s cash consists of highly liquid, U.S. dollar instruments of high-credit-quality financial institutions. The Company

 

F-14


maintains cash deposits in excess of the limits insured by the Federal Deposit Insurance Corporation. The Company utilizes banking institutions with good credit histories and ratings, and, accordingly, management believes the credit risk within cash is minimal. Although the Company grants credit to its clients in the normal course of business, the Company generally conducts business with large well-funded companies and closely monitors client account balances; accordingly, management believes the credit risk within accounts receivable is minimal.

Major Customers

Three commercial clients accounted for a combined total of 50% and 44% of the Company’s contract revenue for the three months ended March 31, 2019 and 2018, respectively, and for approximately 57% and 48% of the contract receivable balance for the three months ended March 31, 2019 and 2018, respectively.

NOTE 15    REFUNDABLE JOBS CREDIT

The Company received approval for the One Maryland Tax Credit (the “Program”) related to the build-out of its development and manufacturing facility in 2011. Under the Program, the Company qualified for the refundable jobs credits because the project was in a qualified area and, project costs and new hires for that facility exceeded certain thresholds. Refundable jobs credits were approximately $1,452,000 and $1,025,000 as of March 31, 2019 and December 31, 2018, respectively, and such amounts were recorded as a reduction of compensation expense.

NOTE 16    SUBSEQUENT EVENTS

On May 17, 2019, the Company was acquired through a stock sale by Catalent Pharma Solutions, Inc. for $1,200,000,000, subject to adjustment. On the date of acquisition all outstanding notes payable and related accrued interest were paid in full.

Management evaluated subsequent events through June 21, 2019, the date the financial statements were issued.

 

F-15

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

On May 17, 2019, Catalent, Inc. (“Catalent” and, together with its subsidiaries, the “Company”), through its wholly owned subsidiary Catalent Holdco I Inc. (“Merger Sub”), a wholly owned subsidiary of Catalent Pharma Solutions, Inc. (in such capacity, “Buyer”), completed its previously announced acquisition of Paragon Bioservices, Inc. (“Paragon”), pursuant to the merger of Merger Sub with and into Paragon (the “Merger”), with Paragon continuing as the surviving company in the Merger and as an indirect, wholly owned subsidiary of Buyer.

The acquisition was completed in accordance with the Agreement and Plan of Merger, dated as of April 14, 2019 (as amended, the “Merger Agreement”), by and among Buyer, Merger Sub, Paragon, Pearl Shareholder Representative, LLC, as representative of the Company Securityholders (as defined in the Merger Agreement), and, solely with respect to Sections 4.12 (solely with respect to the Equity Financing (as defined in the Merger Agreement)) and 8.19 of the Merger Agreement, Catalent.

The purchase price was $1.2 billion in cash, subject to customary escrow arrangements and a purchase price adjustment related to, among other things, the amount of Paragon’s working capital (as adjusted, the “Closing Payment”). The Company financed the portion of the Closing Payment due at the closing of the Merger and related fees and expenses with the net proceeds of the Preferred Stock Issuance and the Incremental Dollar Term Loans (each as defined below).

As previously disclosed, Catalent entered into an equity commitment and investment agreement, dated as of April 14, 2019 (the “Investment Agreement”), with Green Equity Investors VII, L.P. and Green Equity Investors Side VII, L.P. (together, the “Funds”), both affiliates of Leonard Green & Partners, L.P., with respect to the issuance and sale of 650,000 shares of Catalent’s Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $650 million, or $1,000 per share (such issuance and sale, the “Preferred Stock Issuance”). The Series A Preferred Stock ranks senior to Catalent’s shares of common stock, par value $0.01 per share (the “Common Stock”), with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of Catalent. The Series A Preferred Stock initially has a stated value of $1,000 per share (as such value may be adjusted in accordance with the terms of the certificate of designation filed with the Delaware Secretary of State with respect to the Series A Preferred Stock, the “Stated Value”). Holders of shares of the Series A Preferred Stock are entitled to receive cumulative dividends payable quarterly against the Stated Value at a rate of 5.00% per annum (the “Series A Preferred Stock Dividend”), subject to adjustment based on the relative and absolute price performance of the Common Stock (the “Dividend Adjustment”) as set forth in the certificate of designation.

Also on the closing date of the Merger, Catalent Pharma Solutions, Inc., as borrower (in such capacity, the “Borrower”), entered into Amendment No. 4 to the Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) by and among the Borrower, PTS Intermediate Holdings LLC (“Holdings”), the subsidiaries of Holdings party thereto (together with Holdings, the “Guarantors”), JP Morgan Chase Bank, N.A., as the administrative agent, collateral agent, swing line lender, and letter of credit issuer, and the lenders and other parties thereto, which Credit Agreement Amendment amends that certain Amended and Restated Credit Agreement, dated as of May 20, 2014, by and among the Borrower, Holdings, the guarantors party thereto, JP Morgan Chase Bank, N.A., as the administrative agent, collateral agent, swing line lender and successor to the former agent specified therein, and the lenders and other parties thereto (as amended by Amendment No. 1 dated as of December 1, 2014, Amendment No. 2 dated as of December 9, 2016, Amendment No. 3 dated as of October 18, 2017, and the Credit Agreement Amendment, the “Credit Agreement”). Pursuant to the Credit Agreement Amendment: (i) the Borrower borrowed $950 million aggregate principal amount through incremental U.S. dollar-denominated term loans (the “Incremental Dollar Term Loans”) and (ii) the existing revolving credit commitments of $200 million were replaced by new revolving credit commitments of $550 million (the “Incremental Revolving Credit Commitments”). The Incremental Dollar Term Loans constitute a new class of dollar term loans under the Credit Agreement with the same principal terms as the existing U.S. dollar-denominated term loans under the Credit Agreement (including: (A) an interest rate margin for eurodollar rate loans of 2.25% per annum (with a eurodollar rate floor of 1.00%) and 1.25% per annum for base rate loans and (B) quarterly 0.25% amortization), except the maturity date for the Incremental Dollar Term Loans is the earlier of (1) May 17, 2026 and (2) the 91st day prior to the maturity of the Borrower’s 4.75% senior unsecured notes due 2024 (the “2024 Senior Notes”) or a permitted refinancing thereof, if on such 91st day any of the 2024 Senior Notes remain outstanding. The Incremental Revolving Credit Commitments constitute revolving credit commitments under the Credit Agreement with the same principal terms as the previously existing revolving credit commitments under the Credit Agreement, except the maturity date for all revolving loans is now the earlier of (1) May 17, 2024 and (2) the 91st day prior to the maturity of any dollar term loans or euro term loans under the Credit Agreement, or any permitted refinancing thereof, if on such 91st day any of such dollar term loans or euro term loans remain outstanding. The proceeds of the Incremental

 

F-1


Dollar Term Loans were used to pay a portion of the Closing Payment, related fees and expenses, and a voluntary prepayment of $300 million principal amount of existing U.S. dollar-denominated term loans outstanding under the Credit Agreement.

The Preferred Stock Issuance and the Credit Agreement Amendment, including the application of the proceeds of the Incremental Dollar Term Loans as described above, are collectively referred to as the “Financing Transactions.” The Merger and the Financing Transactions are collectively referred to as the “Transactions.”

The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had closed on March 31, 2019. The unaudited pro forma condensed combined statements of operations gives effect to the Transactions as if they had closed on July 1, 2017.

Catalent’s fiscal year ends on June 30, while Paragon’s, prior to the Merger, ended on December 31. Pursuant to Rule 11-02(c)(3) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”), the fiscal years have been conformed to have a fiscal year end of June 30 for the purpose of presenting summary unaudited pro forma condensed combined financial statements, because the two fiscal year ends are separated by more than 93 days.

The unaudited pro forma condensed combined balance sheet as of March 31, 2019 combines the amounts in the Company’s unaudited consolidated balance sheet as of March 31, 2019 with the amounts in the unaudited balance sheet of Paragon as of March 31, 2019.

The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2019 combines the amounts in the Company’s unaudited consolidated statement of operations for the nine months ended March 31, 2019 with the amounts in the unaudited statement of operations of Paragon for the nine months ended March 31, 2019. The unaudited statement of operations of Paragon for the nine months ended March 31, 2019 is derived by adding the amounts in the unaudited statement of operations of Paragon for the three months ended March 31, 2019 to the amounts in the audited statement of operations of Paragon for the year ended December 31, 2018 and subtracting the amounts in the unaudited statement of operations of Paragon for the six months ended June 30, 2018.

The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2018 combines the amounts in the Company’s audited consolidated statement of operations for the year ended June 30, 2018 with the amounts in the unaudited statement of operations of Paragon for the twelve months ended June 30, 2018. The unaudited statement of operations of Paragon for the twelve months ended June 30, 2018 is derived by adding the amounts in the unaudited statement of operations of Paragon for the six months ended June 30, 2018 to the amounts in the audited statement of operations of Paragon for the year ended December 31, 2017 and subtracting the amounts in the unaudited statement of operations of Paragon for the six months ended June 30, 2017.

The historical financial data described above is adjusted in the unaudited pro forma condensed combined financial statements to give effect to the unaudited pro forma adjustments that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the Company’s consolidated operating results. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial data.

The unaudited pro forma condensed combined balance sheet does not purport to reflect what the Company’s consolidated financial condition would have been had the Transactions closed on March 31, 2019 or for any future or historical period. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of operating results that would have been achieved had the Transactions been completed as of July 1, 2017 and are not intended to project the Company’s future consolidated financial results after the Transactions. The unaudited pro forma condensed combined statements of operations and balance sheet do not reflect the cost of any integration activities or benefits from the Merger that may be derived, either or both of which may have a material effect on the Company’s consolidated results in periods following completion of the Merger.

The unaudited pro forma condensed combined financial data should be read in conjunction with the following information:

 

   

the notes to the unaudited pro forma condensed combined financial data set forth herein;

 

F-2


   

Item 1.01 of Catalent’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2019, including Exhibits 2.1 and 10.1 thereto, which describes the Merger and certain related transactions;

 

   

Item 1.01 of Catalent’s Current Report on Form 8-K filed with the SEC on May 22, 2019, including Exhibits 3.1, 10.3, and 10.4 thereto, which describes, among other things, the closing of the Merger, the Preferred Stock Issuance and the Credit Agreement Amendment;

 

   

the Company’s audited consolidated financial statements as of June 30, 2018 and for the years ended June 30 2018, 2017, and 2016, which are included in Catalent’s Annual Report on Form 10-K for the year ended June 30, 2018, as filed with the SEC;

 

   

the Company’s unaudited consolidated financial statements as of and for the nine months ended March 31, 2019, which are included in Catalent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, as filed with the SEC;

 

   

the audited financial statements of Paragon as of and for the year ended December 31, 2018, which are included in Exhibit 99.1 to the Current Report on Form 8-K/A to which these unaudited pro forma financial statements are an exhibit (the “Paragon Form 8-K/A”); and

 

   

the unaudited financial statements of Paragon as of and for the three months ended March 31, 2019, which are included in Exhibit 99.2 to the Paragon Form 8-K/A.

 

F-3


Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2019

(dollars in millions)

 

     Catalent, Inc.     Paragon     Reclassification
Adjustments (a)
    Financing
Transactions
Adjustments
    Purchase
Accounting
Adjustments
    Pro Forma  

ASSETS

            

Current assets:

            

Cash and cash equivalents

   $ 227.9     $ 19.2     $ —       $ 1,278.2  (b)    $ (1,188.5 ) (c)    $ 336.8  

Trade receivables, net

     583.5       37.3       —         —         —         620.8  

Inventories

     247.0       2.5       13.5       —         —         263.0  

Prepaid expenses and other

     85.3       17.0       (13.5     —         —         88.8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     1,143.7       76.0       —         1,278.2       (1,188.5     1,309.4  

Property, plant, and equipment, net

     1,301.5       132.4       (0.6     —         13.9  (d)      1,447.2  

Other assets:

            

Goodwill

     1,409.3       —         —         —         863.8  (e)      2,273.1  

Other intangibles, net

     554.4       —         0.6       —         398.3  (f)      953.3  

Deferred income taxes

     30.1       —         5.7       —         —         35.8  

Other

     54.1       7.2       (5.7     —         —         55.6  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 4,493.1     $ 215.6     $ —       $ 1,278.2     $ 87.5     $ 6,074.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES, REDEEMABLE PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY

            

Current liabilities:

            

Current portion of long-term obligations and other short-term borrowings

   $ 70.3     $ 1.4     $ 9.9     $ —       $ —    (g)    $ 81.6  

Accounts payable

     202.3       13.1       —         —         —         215.4  

Capital lease obligations

     —         9.9       (9.9     —         —         —    

Deferred revenue

     —         64.7       —         —         (4.6 ) (i)      60.1  

Other accrued liabilities

     252.8       14.2       —         —         (0.2 ) (j)      266.8  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     525.4       103.3       —         —         (4.8     623.9  

Long-term obligations, less current portion

     2,116.3       15.2       77.4       636.9  (k)      (2.8 ) (k)      2,843.0  

Capital lease obligations

     —         77.4       (77.4     —         —         —    

Derivative liabilities

     —         —         —         39.7  (h)      —         39.7  

Deferred revenue

     —         12.1       —         —         (1.0 ) (i)      11.1  

Deferred rent

     —         0.3       —         —         (0.3 ) (l)      —    

Pension liability

     128.5       —         —         —         —         128.5  

Deferred income taxes

     32.7       —         —         —         100.1  (m)      132.8  

Other liabilities

     69.5       —         —         —         —         69.5  

Mezzanine equity:

            

Redeemable preferred stock

     —         —         —         606.6  (n)      —         606.6  

Shareholders’ equity/(deficit):

            

Common stock

     1.5       —         —         —         —         1.5  

Preferred stock

     —         1.0       —         —         (1.0 ) (p)      —    

Additional paid-in capital

     2,739.2       25.8       —         —         (15.7 ) (o),(p)      2,749.3  

Accumulated deficit

     (790.7     (19.5     —         (5.0 ) (p)      13.0  (o),(p)      (802.2

Accumulated other comprehensive income/(loss)

     (329.3     —         —         —         —         (329.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     1,620.7       7.3       —         (5.0     (3.7     1,619.3  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities, redeemable preferred stock, and shareholders’ equity

   $ 4,493.1     $ 215.6     $ —       $ 1,278.2     $ 87.5     $ 6,074.4  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

F-4


Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended March 31, 2019

(dollars in millions, except per share data)

 

    Catalent, Inc.     Paragon
(Note 1)
    Reclassification
Adjustments (a)
    Financing
Transactions
Adjustments
    Purchase
Accounting
Adjustments
    Other Pro Forma
Adjustments
    Pro Forma  

Net revenue

  $  1,792.3     $  92.3     $  —       $ —       $ —       $  (5.6 (g)     $  1,879.0  

Cost of sales

    1,243.7       60.7       —         —         0.7  (d),(f)      (5.0 ) (g)      1,300.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

    548.6       31.6       —         —         (0.7     (0.6     578.9  

Selling, general, and administrative expenses

    368.6       16.5       1.3       —         22.3  (c),(d),(f)      7.1  (h)      415.8  

Impairment charges and (gain)/loss on sale of assets

    2.7       —         —         —         —         —         2.7  

Restructuring and other

    12.9       —         —         —         —         —         12.9  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings

    164.4       15.1       (1.3     —         (23.0     (7.7     147.5  

Interest expense, net

    80.0       —         3.4       24.7  (b)      (0.4 ) (e),(f)      —         107.7  

Other (income)/expense, net

    3.9       6.2       (4.7     —         —         —         5.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from operations before income taxes

    80.5       8.9       —         (24.7     (22.6     (7.7     34.4  

Income tax expense/(benefit)

    14.2       (4.8     —         —         —         (13.7 ) (i)      (4.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

  $ 66.3     $ 13.7     $ —       $  (24.7   $  (22.6   $ 6.0     $ 38.7  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share

             

Basic

             

Net earnings

  $ 0.46               $ 0.09  (j) 

Diluted

             

Net earnings

  $ 0.46               $ 0.09  (j) 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

F-5


Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended June 30, 2018

(dollars in millions, except per share data)

 

    Catalent, Inc.     Paragon
(Note 1)
    Reclassification
Adjustments (a)
    Financing
Transactions
Adjustments
    Purchase
Accounting
Adjustments
    Other Pro Forma
Adjustments
    Pro
Forma
 

Net revenue

  $ 2,463.4     $ 71.7     $ —       $ —       $ —       $ —       $ 2,535.1  

Cost of sales

    1,710.8       53.5       —         —         1.8  (d),(f)      —         1,766.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

    752.6       18.2       —         —         (1.8     —         769.0  

Selling, general, and administrative expenses

    462.6       12.5       1.0       —         29.8  (c),(d),(f)      10.4  (h)      516.3  

Impairment charges and (gain)/loss on sale of assets

    8.7       —         —         —         —         —         8.7  

Restructuring and other

    10.2       —         —         —         —         —         10.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings

    271.1       5.7       (1.0     —         (31.6     (10.4     233.8  

Interest expense, net

    111.4       —         4.0       32.9  (b)      (2.5 ) (e),(f)      —         145.8  

Other (income)/expense, net

    7.7       4.8       (5.0     —         —         —         7.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings from operations before income taxes

    152.0       0.9       —         (32.9     (29.1     (10.4     80.5  

Income tax expense/(benefit)

    68.4       —         —         —         —         (18.1 ) (i)      50.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

  $ 83.6     $ 0.9     $ —       $ (32.9   $ (29.1   $ 7.7     $ 30.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share

             

Basic

             

Net earnings

  $ 0.64               $ (0.02 ) (j) 

Diluted

             

Net earnings

  $ 0.63               $ (0.02 ) (j) 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

F-6


Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 - Basis of Presentation

The historical consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are shown in U.S. dollars.

As Paragon’s fiscal year of December 31 differs from Catalent’s fiscal year of June 30, in order for the pro forma results to be comparable to Catalent’s, the Paragon statements of operations for the nine months ended March 31, 2019 and the year ended June 30, 2018 were calculated as follows:

For the nine months ended March 31, 2019

 

(in millions)   Three months
ended
March 31, 2019
    +     Year ended
December 31, 2018
    -     Six months ended
June 30, 2018
    =     Nine months ended
March 31, 2019
 

Net revenue

  $ 34.1       $ 101.1       $ 42.9       $ 92.3  

Cost of sales

    19.6         71.7         30.6         60.7  
 

 

 

     

 

 

     

 

 

     

 

 

 

Gross margin

    14.5         29.4         12.3         31.6  

Selling, general, and administrative expenses

    7.3         16.0         6.8         16.5  

Impairment charges and (gain)/loss on sale of assets

    —           —           —           —    

Restructuring and other

    —           —           —           —    
 

 

 

     

 

 

     

 

 

     

 

 

 

Operating earnings

    7.2         13.4         5.5         15.1  

Other (income)/expense, net

    3.2         7.7         4.7         6.2  
 

 

 

     

 

 

     

 

 

     

 

 

 

Earnings from operations before income taxes

    4.0         5.7         0.8         8.9  

Income tax expense/(benefit)

    0.9         (5.7       —           (4.8
 

 

 

     

 

 

     

 

 

     

 

 

 

Net earnings

  $ 3.1       $ 11.4       $ 0.8       $ 13.7  
 

 

 

     

 

 

     

 

 

     

 

 

 

For the year ended June 30, 2018

 

(in millions)   Six months
ended
June 30, 2018
    +     Year ended
December 31, 2017
    -     Six months ended
June 30, 2017
    =     Year ended
June 30, 2018
 

Net revenue

  $ 42.9       $ 52.3       $ 23.5       $ 71.7  

Cost of sales

    30.6         40.1         17.2         53.5  
 

 

 

     

 

 

     

 

 

     

 

 

 

Gross margin

    12.3         12.2         6.3         18.2  

Selling, general, and administrative expenses

    6.8         10.9         5.2         12.5  

Impairment charges and (gain)/loss on sale of assets

    —           —           —           —    

Restructuring and other

    —           —           —           —    
 

 

 

     

 

 

     

 

 

     

 

 

 

Operating earnings

    5.5         1.3         1.1         5.7  

Other (income)/expense, net

    4.7         2.4         2.3         4.8  
 

 

 

     

 

 

     

 

 

     

 

 

 

Earnings from operations before income taxes

    0.8         (1.1       (1.2       0.9  

Income tax expense/(benefit)

    —           —           —           —    
 

 

 

     

 

 

     

 

 

     

 

 

 

Net earnings

  $ 0.8       $ (1.1     $ (1.2     $ 0.9  
 

 

 

     

 

 

     

 

 

     

 

 

 

Note 2 - Preliminary Purchase Price Allocation

As described above, the aggregate purchase price for the Merger was $1.2 billion in cash, subject to customary escrow arrangements and a purchase price adjustment related to, among other things, the amount of Paragon’s working capital.

The Merger is accounted for as a business combination in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations , which requires the establishment of a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the Merger completion date. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. Any excess of the purchase price over the estimated fair value of the

 

F-7


net assets acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable intangible and tangible assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is based on preliminary estimates of fair value as of March 31, 2019 using assumptions that the Company’s management believes are reasonable based on currently available information. The amounts set forth in the table below are preliminary and subject to revision based on the final determinations of the purchase price following any post-closing adjustment and of fair value and the final allocation of the purchase price to the assets and liabilities of Paragon, and the revisions could be material. We have one year from the closing date of the Merger to finalize these amounts:

Preliminary Purchase Price Allocation

 

(dollars in millions)       

Preliminary purchase price:

  

Cash paid at closing

   $ 1,182.1  

Non-cash consideration

     10.0  
  

 

 

 

Total estimated purchase price

   $ 1,192.1  

Preliminary purchase price allocation

  

Property, plant, and equipment

   $ 145.7  

Intangible assets

     398.9  

Other net assets

     (45.0

Deferred revenue

     (71.2

Deferred income taxes

     (100.1

Goodwill

     863.8  
  

 

 

 

Total

   $ 1,192.1  

Note 3 - Financing Transactions

As described above, the Company financed the portion of the Closing Payment due at the closing of the Merger and related fees and expenses with the net proceeds of the Financing Transactions. Net proceeds from the Preferred Stock Issuance approximated $646.3 million. Net proceeds from the Credit Agreement Amendment approximated $932.1 million, of which $632.0 million was used to finance a portion of the Closing Payment.

Note 4 - Conforming Accounting Policies

Effective July 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , which was codified as ASC 606 (“ASC 606”), using the modified retrospective approach applied to contracts that were not completed as of the effective date. The Company recorded a cumulative effect adjustment to the fiscal 2019 opening balance of its accumulated deficit upon adoption of this guidance, which decreased beginning accumulated deficit by $15.1 million. This impact is reflected in the unaudited pro forma condensed combined balance sheet as of March 31, 2019.

Prior to the Merger, Paragon was not required to adopt ASC 606 until January 1, 2019. However, as a result of the Merger and for purposes of preparing the pro forma condensed combined statement of operations for the nine months ended March 31, 2019, Paragon was required to adopt ASC 606 effective July 1, 2018 to conform to the Company’s adoption date. The impact of Paragon’s adoption of ASC 606 as of July 1, 2018 resulted in decreases in net revenue and cost of sales of $5.6 million and $5.0 million, respectively, which are reflected in the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2019.

Following the Merger, apart from the impact of adopting ASC 606 as described above, the Company will conduct a review of Paragon’s accounting policies in an effort to determine if differences in accounting policies require reclassification of Paragon’s results of operations or reclassification of assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements. The Company is not currently aware of any material difference between the accounting policies of the two companies, and, accordingly, these unaudited pro forma condensed combined financial statements do not assume any material difference in accounting policies between the two companies, other than certain financial statement reclassifications described in Note 5.

 

F-8


Note 5 – Pro Forma Adjustments

The adjustments described below are alphabetically identified in the footnotes of the unaudited pro forma condensed combined financial statements. This note should be read in conjunction with Note 1 - Basis of Presentation, Note 2 - Preliminary Purchase Price Allocation, Note 3 - Financing Transactions, and Note 4 - Conforming Accounting Policies.

Adjustments to the unaudited pro forma condensed combined balance sheet

 

(a)

Represents reclassifications to conform to the basis of presentation for the Company’s consolidated balance sheet, which have no effect on the net equity of Paragon, and relate to:

 

  i.

A reclassification of $0.6 million of internal-use software assets from property, plant, and equipment, net to other intangibles, net;

 

  ii.

A reclassification of $5.7 million of deferred income taxes from other to deferred income taxes;

 

  iii.

A reclassification of $9.9 million of short-term capital lease obligations from capital lease obligations to current portion of long-term obligations and other short-term borrowings;

 

  iv.

A reclassification of $77.4 million of long-term capital lease obligations from capital lease obligations to long-term obligations, less current portion; and

 

  v.

A reclassification of $13.5 million of inventory from prepaid expenses and other to inventories.

 

(b)

Represents an increase in cash and cash equivalents of $1,278.2 million, which relates to the Financing Transactions, calculated as:

 

  i.

An increase of $650.0 million to reflect the gross proceeds raised by the Preferred Stock Issuance;

 

  ii.

A decrease of $3.7 million to reflect fees related to the Preferred Stock Issuance;

 

  iii.

An increase of $650.0 million to reflect the $950.0 million gross proceeds raised by the Incremental Dollar Term Loans, offset by the voluntary prepayment of $300.0 million principal amount of existing U.S. dollar-denominated term loans outstanding under the Credit Agreement; and

 

  iv.

A decrease of $18.1 million to reflect original issue discount and debt issuance costs related to the Credit Agreement Amendment.

 

(c)

Represents a decrease in cash and cash equivalents of $1,188.5 million, which relates to the Merger, calculated as:

 

  i.

A decrease of $1,182.1 million paid by us at the closing of the Merger; and

 

  ii.

A decrease of $6.4 million to reflect other estimated Merger-related costs.

 

(d)

Represents an increase in property, plant, and equipment, net of $13.9 million calculated as:

 

  i.

An increase of $10.3 million as a result of adjusting the historical book value of Paragon’s property, plant, and equipment assets, including capital leases, to the preliminary estimated fair value; and

 

  ii.

An increase of $3.6 million as a result of the pay-off of a capital lease in connection with the Merger.

 

(e)

Represents the recognition of $863.8 million of goodwill for the excess of the preliminary purchase price over the preliminary estimated fair value of Paragon’s net assets.

 

(f)

Represents the recognition of $398.3 million of intangible assets, consisting of the preliminary value of customer relationships and the Paragon tradename, as a result of the Merger. The preliminary valuation of the customer relationships was calculated using the multi-period excess earnings method. The preliminary valuation of the Paragon tradename was calculated using the relief from royalty method.

 

(g)

Represents a decrease in current portion of long-term obligations and other short-term borrowings of $5.2 million due to certain of Paragon’s capital lease liabilities that were settled in connection with the Merger, offset by an increase in current portion of long-term obligations and other short-term borrowings of $5.2 million as a result of adjusting the historical book value of Paragon’s capital leases to the preliminary estimated fair value.

 

F-9


(h)

Represents the recognition of $39.7 million of the preliminary value of derivative liability related to the Dividend Adjustment feature of the Preferred Stock Issuance, valued using an option pricing model.

 

(i)

Represents a decrease in Paragon’s deferred revenue of $5.6 million as a result of adjusting the historical book value of such liabilities to the preliminary estimated fair value.

 

(j)

Represents a decrease in other accrued liabilities of $0.2 million for certain of Paragon’s debt and capital expenditures that were settled in connection with the Merger.

 

(k)

Represents an increase in long-term obligations, less current portion of $634.1 million, which relates to the Transactions, calculated as:

 

  i.

An increase of $950.0 million to reflect the gross proceeds raised by the Incremental Dollar Term Loans, net of $13.1 million in related original issue discount and debt issuance costs;

 

  ii.

A decrease of $300.0 million to reflect the voluntary prepayment of existing U.S. dollar-denominated term loans outstanding under the Credit Agreement;

 

  iii.

An increase of $18.1 million as a result of adjusting the historical book value of Paragon’s capital leases to the preliminary estimated fair value; and

 

  iv.

A decrease of $20.9 million for certain of Paragon’s debt and capital lease liabilities that were settled in connection with the Merger.

 

(l)

Represents the elimination of $0.3 million of Paragon’s long-term deferred rent in connection with the Merger.

 

(m)

Represents an increase in deferred tax liabilities of $100.1 million to reflect the new basis differences in the net assets acquired from Paragon.

 

(n)

Represents an increase in mezzanine equity of $606.6 million to reflect the gross proceeds of $650.0 million raised by the Preferred Stock Issuance, net of $3.7 million in fees related to the Preferred Stock Issuance and $39.7 million related to the Dividend Adjustment derivative liability. The Series A Preferred Stock is classified as mezzanine equity in the Company’s balance sheet as the shares of Series A Preferred Stock are contingently redeemable upon a change of control.

 

(o)

Represents an increase in the Company’s equity of $10.7 million as a result of the Transactions, calculated as follows:

 

  i.

An increase in additional paid-in capital of $10.0 million for the non-cash consideration component of the Merger purchase price;

 

  ii.

An increase in accumulated deficit of $5.0 million for debt issuance costs related to the Incremental Dollar Term Loans;

 

  iii.

An increase in accumulated deficit of $0.3 million for certain of Paragon’s capital lease liabilities that were settled in connection with the Merger; and

 

  iv.

An increase in accumulated deficit of $6.4 million to reflect other Merger-related costs, including fees and expenses payable with respect to the Incremental Dollar Term Loans and other legal and banking fees. These merger-related costs are non-recurring in nature and are directly attributable to the Transactions.

 

(p)

Represents a decrease in equity of $7.0 million due to the elimination of Paragon’s equity balance in connection with the Merger.

Adjustments to the unaudited pro forma condensed combined statements of operations

 

(a)

Represents reclassifications to conform to the basis of presentation for the Company’s consolidated statement of operations, which have no effect on the net income of Paragon for either the nine months ended March 31, 2019 or year ended June 30, 2018 and relate to other (income)/expense of $4.7 million and $5.0 million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively, which were reclassified as follows:

 

  i.

$3.4 million and $4.0 million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively, were reclassified to interest expense, net;

 

F-10


  ii.

$1.3 million and $1.0 million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively, were reclassified to selling, general, and administrative expenses; and

 

(b)

Represents the adjustments to interest expense for the nine months ended March 31, 2019 and year ended June 30, 2018 of $24.7 million and $32.9 million, respectively, in connection with the Incremental Dollar Term Loans and the non-cash amortization of the initial discount, debt issuance costs, and other associated finance costs, calculated as follows:

 

  i.

An increase for the nine months ended March 31, 2019 and year ended June 30, 2018 of $23.3 million and $31.0 million, respectively, related to interest on the Incremental Dollar Term Loans; and

 

  ii.

An increase for the nine months ended March 31, 2019 and year ended June 30, 2018 of $1.4 million and $1.9 million, respectively, related to the amortization of an aggregate $13.1 million of original issue discount and debt issuance costs incurred in connection with the Incremental Dollar Term Loans.

 

(c)

Represents amortization expense of intangible assets resulting from the Merger. The intangible assets represent commercial customer relationships with an estimated useful life of 15 years, development customer relationships with an estimated useful life of 11 years, and trade names with an estimated useful life of 5 years, which the Company will amortize on a straight-line basis. The estimated useful life was determined based on a review of the period over which economic benefit is estimated to be generated as well as additional factors. Factors considered include contractual life, the period over which a majority of cash flow is expected to be generated, and management’s view based on historical experience with similar assets. Total pro forma amortization expense recorded for the nine months ended March 31, 2019 and year ended June 30, 2018 was $22.1 million and $29.5 million, respectively. A 10% increase/decrease in the estimated fair value of intangibles will increase/decrease amortization by $2.2 million for the nine months ended March 31, 2019 and $3.0 million for the year ended June 30, 2018.

 

(d)

Represents a net adjustment to depreciation expense for the nine months ended March 31, 2019 and year ended June 30, 2018 of $0.5 million and $1.7 million, respectively, related to the preliminary estimated fair value of the property, plant, and equipment acquired in the Merger. The $0.5 million adjustment represents an increase of $0.4 million and $0.1 million to cost of sales and selling, general, and administrative expenses, respectively. The $1.7 million adjustment represents an increase of $1.5 million and $0.2 million to cost of sales and selling, general, and administrative expenses, respectively. The revised depreciation expense was calculated on a straight-line basis using the following estimated useful lives as determined by management: leasehold improvements-9 years; machinery and equipment-7 years; furniture, fixtures and equipment-7 years; computer and network software-5 years; and transportation equipment-6 years.

 

(e)

Represents the elimination of interest expense due to the Company’s paydown of Paragon’s indebtedness upon the Merger for the nine months ended March 31, 2019 and year ended June 30, 2018 of $1.2 million and $1.9 million, respectively.

 

(f)

Represents adjustments to amortization expense and interest expense as a result of adjusting the historical book value of Paragon’s capital leases to the preliminary estimated fair value, calculated as:

 

  i.

An increase to cost of sales of $0.2 million and $0.3 million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively;

 

  ii.

An increase to selling, general and administrative expenses of $0.1 million and $0.1 million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively; and

 

  iii.

A change to interest expense, net of $0.8 million and $(0.6) million for the nine months ended March 31, 2019 and year ended June 30, 2018, respectively.

 

(g)

Represents the impact of Paragon’s deemed adoption of ASC 606 as of July 1, 2018 for the nine months ended March 31, 2019 resulting in a decrease in net revenue and cost of sales of $5.6 million and $5.0 million, respectively.

 

(h)

Represents the stock-based compensation expense adjustment for the nine months ended March 31, 2019 and year ended June 30, 2018 of $7.1 million and $10.4 million, respectively, related to the incremental expense directly attributable to the Merger that is expected to have a recurring impact over four years.

 

(i)

Represents the income tax expense/(benefit) adjustment for the nine months ended March 31, 2019 and year ended June 30, 2018 of $(13.7) million and $(18.1) million, respectively, resulting from tax-affecting the pro forma adjustments at the Company’s statutory tax rate of 25%, which includes the federal tax rate of 21% and state-blended rate of 4%.

 

F-11


(j)

Basic and diluted net earnings per share (“EPS”) are each calculated by dividing adjusted pro forma net earnings by the weighted average shares outstanding and diluted weighted average shares outstanding, respectively, for the nine months ended March 31, 2019 and year ended June 30, 2018:

 

  i.

Basic EPS and diluted EPS are calculated for the nine months ended March 31, 2019 as $0.09 and $0.09, respectively. Pro forma net earnings are adjusted for the Series A Preferred Stock dividend rate and divided by the weighted average shares outstanding for purposes of calculating basic EPS.

 

  ii.

Basic EPS and diluted EPS are calculated for the year ended June 30, 2018 as $(0.02) and $(0.02), respectively. The resulting basic EPS and diluted EPS are driven by an adjusted net loss, which reflects the impact of the Series A Preferred Stock dividend rate on pro forma net earnings and the weighted average shares outstanding.

 

    

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares to the extent their effect is antidilutive.

 

F-12