ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Tennessee
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62-1765329
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
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2525 West End Avenue, Suite 950,
Nashville, Tennessee
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37203
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class
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Outstanding at November 2, 2015
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Common stock, no par value
|
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16,452,665
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|
|
|
|
|
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September 30,
2015 |
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December 31, 2014
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||||
ASSETS
|
|
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||||
Current assets:
|
|
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||||
Cash and cash equivalents
|
$
|
38,316,291
|
|
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$
|
39,866,037
|
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Marketable securities
|
14,438,830
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|
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14,841,418
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|
||
Accounts receivable, net of allowances
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5,798,393
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5,504,728
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|
||
Inventories
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4,206,039
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5,600,319
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||
Other current assets
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4,962,835
|
|
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5,002,469
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||
Total current assets
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67,722,388
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70,814,971
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Property and equipment, net
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541,771
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651,030
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||
Intangible assets, net
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21,222,380
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21,568,541
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Other assets
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2,572,698
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2,370,572
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Total assets
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$
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92,059,237
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$
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95,405,114
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LIABILITIES AND EQUITY
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||||
Current liabilities:
|
|
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||||
Accounts payable
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$
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4,126,687
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$
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3,242,713
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Other current liabilities
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7,747,800
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|
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10,506,769
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Total current liabilities
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11,874,487
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13,749,482
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Revolving line of credit
|
1,700,000
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—
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Other long-term liabilities
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940,719
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|
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902,841
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Total liabilities
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14,515,206
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14,652,323
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Commitments and contingencies
|
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Equity:
|
|
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||||
Shareholders’ equity:
|
|
|
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||||
Common stock—no par value; 100,000,000 shares authorized; 16,496,217 and 17,118,993 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
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58,191,138
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61,942,410
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Retained earnings
|
19,398,555
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18,818,263
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||
Total shareholders’ equity
|
77,589,693
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|
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80,760,673
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||
Noncontrolling interests
|
(45,662
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)
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(7,882
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)
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||
Total equity
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77,544,031
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|
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80,752,791
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||
Total liabilities and equity
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$
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92,059,237
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|
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$
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95,405,114
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||||
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2015
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2014
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2015
|
|
2014
|
||||||||
Net revenues
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$
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7,885,048
|
|
|
$
|
9,729,047
|
|
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$
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25,481,563
|
|
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$
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27,572,459
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|
Costs and expenses:
|
|
|
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|
|
|
|
||||||||
Cost of products sold
|
980,176
|
|
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1,339,723
|
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3,379,018
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3,692,256
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|
||||
Selling and marketing
|
3,608,828
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|
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3,821,953
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|
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10,645,229
|
|
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11,365,966
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|
||||
Research and development
|
757,442
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|
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934,783
|
|
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3,444,524
|
|
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2,622,310
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|
||||
General and administrative
|
1,794,279
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|
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2,158,057
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|
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5,591,982
|
|
|
6,195,523
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|
||||
Amortization
|
473,439
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485,493
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1,471,879
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|
|
1,083,706
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|
||||
Total costs and expenses
|
7,614,164
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|
|
8,740,009
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|
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24,532,632
|
|
|
24,959,761
|
|
||||
Operating income
|
270,884
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|
|
989,038
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|
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948,931
|
|
|
2,612,698
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|
||||
Interest income
|
64,072
|
|
|
108,005
|
|
|
178,320
|
|
|
204,892
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|
||||
Interest expense
|
(19,815
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)
|
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(26,877
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)
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(53,854
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)
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(51,358
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)
|
||||
Income before income taxes
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315,141
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|
|
1,070,166
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1,073,397
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2,766,232
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|
||||
Income tax expense
|
(193,439
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)
|
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(340,982
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)
|
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(530,885
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)
|
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(1,052,330
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)
|
||||
Net income
|
121,702
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|
|
729,184
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|
|
542,512
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|
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1,713,902
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|
||||
Net loss at subsidiary attributable to noncontrolling interests
|
4,911
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|
16,736
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37,780
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|
|
40,908
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|
||||
Net income attributable to common shareholders
|
$
|
126,613
|
|
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$
|
745,920
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|
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$
|
580,292
|
|
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$
|
1,754,810
|
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Earnings per share attributable to common shareholders
|
|
|
|
|
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|
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||||||||
- basic
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$
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0.01
|
|
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$
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0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.10
|
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- diluted
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$
|
0.01
|
|
|
$
|
0.04
|
|
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$
|
0.03
|
|
|
$
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0.10
|
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Weighted-average shares outstanding
|
|
|
|
|
|
|
|
||||||||
- basic
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16,604,682
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|
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17,544,905
|
|
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16,811,360
|
|
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17,730,715
|
|
||||
- diluted
|
16,996,376
|
|
|
17,848,110
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|
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17,193,854
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|
|
17,990,561
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|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to common shareholders
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126,613
|
|
|
745,920
|
|
|
580,292
|
|
|
1,754,810
|
|
||||
Net loss at subsidiary attributable to noncontrolling interests
|
4,911
|
|
|
16,736
|
|
|
37,780
|
|
|
40,908
|
|
||||
Total comprehensive income
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$
|
121,702
|
|
|
$
|
729,184
|
|
|
$
|
542,512
|
|
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$
|
1,713,902
|
|
|
Nine months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
542,512
|
|
|
$
|
1,713,902
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
1,677,906
|
|
|
1,383,611
|
|
||
Deferred tax benefit (expense)
|
43,991
|
|
|
(36,255
|
)
|
||
Share-based compensation
|
426,651
|
|
|
542,118
|
|
||
Excess tax benefit derived from exercise of stock options
|
(470,584
|
)
|
|
(1,077,099
|
)
|
||
Noncash interest expense
|
33,001
|
|
|
12,038
|
|
||
Noncash investment (gains) losses
|
(80,321
|
)
|
|
138,627
|
|
||
Net changes in assets and liabilities affecting operating activities, net of effect of business combination:
|
|
|
|
||||
Accounts receivable
|
(293,665
|
)
|
|
(765,689
|
)
|
||
Inventory
|
1,394,280
|
|
|
1,002,160
|
|
||
Other current assets and other assets
|
(239,484
|
)
|
|
(1,354,793
|
)
|
||
Accounts payable and other current liabilities
|
1,457,656
|
|
|
2,293,818
|
|
||
Other long-term liabilities
|
61,553
|
|
|
105,416
|
|
||
Net cash provided by operating activities
|
4,553,496
|
|
|
3,957,854
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property and equipment
|
(96,768
|
)
|
|
(150,387
|
)
|
||
Purchases of marketable securities
|
(5,201,240
|
)
|
|
(3,754,903
|
)
|
||
Proceeds from sale of marketable securities
|
5,684,149
|
|
|
3,001,735
|
|
||
Cash paid for acquisitions
|
—
|
|
|
(2,000,000
|
)
|
||
Additions to intangible assets
|
(2,392,477
|
)
|
|
(1,617,874
|
)
|
||
Net cash used in investing activities
|
(2,006,336
|
)
|
|
(4,521,429
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings on line of credit
|
1,700,000
|
|
|
—
|
|
||
Exercise of stock options
|
21,366
|
|
|
—
|
|
||
Excess tax benefit derived from exercise of stock options
|
470,584
|
|
|
1,077,099
|
|
||
Cash settlement of contingent consideration
|
(1,618,983
|
)
|
|
—
|
|
||
Sale of subsidiary shares to noncontrolling interest
|
—
|
|
|
1,000,005
|
|
||
Repurchase of common shares
|
(4,669,873
|
)
|
|
(2,738,905
|
)
|
||
Net cash used in financing activities
|
(4,096,906
|
)
|
|
(661,801
|
)
|
||
Net decrease in cash and cash equivalents
|
(1,549,746
|
)
|
|
(1,225,376
|
)
|
||
Cash and cash equivalents at beginning of period
|
39,866,037
|
|
|
40,869,457
|
|
||
Cash and cash equivalents at end of period
|
$
|
38,316,291
|
|
|
$
|
39,644,081
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Net change in unpaid additions to intangibles, property and equipment
|
$
|
1,266,759
|
|
|
$
|
974,809
|
|
|
|
|
Noncontrolling interests
|
|
|
|||||||||||||
|
Common stock
|
|
Retained earnings
|
|
|
Total equity
|
||||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2014
|
17,118,993
|
|
|
$
|
61,942,410
|
|
|
$
|
18,818,263
|
|
|
$
|
(7,882
|
)
|
|
$
|
80,752,791
|
|
Share-based compensation
|
86,102
|
|
|
426,651
|
|
|
—
|
|
|
—
|
|
|
426,651
|
|
||||
Exercise of options and related tax benefit
|
3,256
|
|
|
491,950
|
|
|
—
|
|
|
—
|
|
|
491,950
|
|
||||
Repurchase of common shares
|
(712,134
|
)
|
|
(4,669,873
|
)
|
|
—
|
|
|
—
|
|
|
(4,669,873
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
580,292
|
|
|
(37,780
|
)
|
|
542,512
|
|
||||
Balance, September 30, 2015
|
16,496,217
|
|
|
$
|
58,191,138
|
|
|
$
|
19,398,555
|
|
|
$
|
(45,662
|
)
|
|
$
|
77,544,031
|
|
Level 1 -
|
Quoted prices for identical instruments in active markets.
|
Level 2 -
|
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
Level 3 -
|
Significant inputs to the valuation model are unobservable.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
U.S. Treasury notes and bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,338,010
|
|
|
$
|
—
|
|
|
$
|
1,338,010
|
|
U.S. Agency issued mortgage-backed securities – variable rate
|
—
|
|
|
4,691,254
|
|
|
4,691,254
|
|
|
—
|
|
|
4,003,375
|
|
|
4,003,375
|
|
||||||
U.S. Agency notes and bonds – fixed rate
|
—
|
|
|
3,257,977
|
|
|
3,257,977
|
|
|
—
|
|
|
3,251,336
|
|
|
3,251,336
|
|
||||||
SBA loan pools – variable rate
|
—
|
|
|
1,754,599
|
|
|
1,754,599
|
|
|
—
|
|
|
1,413,697
|
|
|
1,413,697
|
|
||||||
Municipal bonds – VRDN
|
4,735,000
|
|
|
—
|
|
|
4,735,000
|
|
|
4,835,000
|
|
|
—
|
|
|
4,835,000
|
|
||||||
Total fair value of marketable securities
|
$
|
4,735,000
|
|
|
$
|
9,703,830
|
|
|
$
|
14,438,830
|
|
|
$
|
6,173,010
|
|
|
$
|
8,668,408
|
|
|
$
|
14,841,418
|
|
|
Three months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
126,613
|
|
|
$
|
745,920
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding – basic
|
16,604,682
|
|
|
17,544,905
|
|
||
Dilutive effect of other securities
|
391,694
|
|
|
303,205
|
|
||
Weighted-average shares outstanding – diluted
|
16,996,376
|
|
|
17,848,110
|
|
|
Nine months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
580,292
|
|
|
$
|
1,754,810
|
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding – basic
|
16,811,360
|
|
|
17,730,715
|
|
||
Dilutive effect of other securities
|
382,494
|
|
|
259,846
|
|
||
Weighted-average shares outstanding – diluted
|
17,193,854
|
|
|
17,990,561
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Products:
|
|
|
|
|
|
|
|
||||||||
Acetadote
|
$
|
2,065,081
|
|
|
$
|
3,242,014
|
|
|
$
|
6,386,767
|
|
|
$
|
9,026,919
|
|
Omeclamox-Pak
|
691,120
|
|
|
996,974
|
|
|
2,393,495
|
|
|
3,481,264
|
|
||||
Kristalose
|
3,939,294
|
|
|
3,967,885
|
|
|
12,160,037
|
|
|
10,903,255
|
|
||||
Vaprisol
|
670,621
|
|
|
653,070
|
|
|
2,199,645
|
|
|
2,022,835
|
|
||||
Caldolor
|
352,343
|
|
|
821,024
|
|
|
2,007,076
|
|
|
1,950,106
|
|
||||
Other
|
166,589
|
|
|
48,080
|
|
|
334,543
|
|
|
188,080
|
|
||||
Total net revenues
|
$
|
7,885,048
|
|
|
$
|
9,729,047
|
|
|
$
|
25,481,563
|
|
|
$
|
27,572,459
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
2,282,366
|
|
|
$
|
2,571,465
|
|
Finished goods
|
1,923,673
|
|
|
3,028,854
|
|
||
Total
|
$
|
4,206,039
|
|
|
$
|
5,600,319
|
|
•
|
Acetadote
®
(
acetylcysteine
) Injection, for the treatment of acetaminophen poisoning;
|
•
|
Caldolor
®
(
ibuprofen
) Injection, for the treatment of pain and fever;
|
•
|
Kristalose
®
(
lactulose
) for Oral Solution, a prescription laxative, for the treatment of chronic and acute constipation;
|
•
|
Omeclamox
®
-Pak
, (
omeprazole, clarithromycin, amoxicillin
) for the treatment of Helicobacter pylori (
H. pylori
) infection and related duodenal ulcer disease;
|
•
|
Vaprisol
®
(
conivaptan
) Injection, to raise serum sodium levels in hospitalized patients with euvolemic and hypervolemic hyponatremia;
|
•
|
Hepatoren
®
(
ifetroban
) Injection, a Phase II candidate for the treatment of critically ill hospitalized patients suffering from liver and kidney failure associated with Hepatorenal Syndrome; and
|
•
|
Boxaban™
(ifetroban)
oral capsules, a Phase II candidate for the treatment of patients with Aspirin-Exacerbated Respiratory Disease.
|
•
|
Continue to build a high-performance sales organization to address our target markets.
We believe that our commercial infrastructure can help drive prescription volume and product sales. We currently utilize two distinct sales teams to address our primary target markets: a hospital sales force for the acute care market and a field sales force for the gastroenterology market. We believe that active promotion of our products, supported by non-personal promotional activities developed and implemented by our marketing team, can maximize the opportunity for our brands.
|
•
|
Further develop our existing products and develop new late stage product candidates.
We continue to evaluate our products following FDA approval to determine if further clinical work could expand the potential market opportunities for our products and help new patient populations. In addition, we may explore further clinical work that could be used to support our sales and marketing activities and maximize their efforts to further penetrate existing markets. Our clinical team is also working to develop late stage product candidates that could further expand our product portfolio if approved by the FDA.
|
•
|
Expand our product portfolio by acquiring rights to additional products and late-stage product candidates.
In addition to our product development activities, we are also seeking to acquire products or late-stage development product candidates to continue to build a portfolio of complementary brands. We focus on under-promoted, FDA-approved drugs as well as late-stage development products that address poorly met medical needs. We plan to continue to target product acquisition candidates that are competitively differentiated, have valuable intellectual property or other protective features, and allow us to leverage our existing infrastructure. The addition of Omeclamox-Pak and Vaprisol reflects our strategy and commitment to selectively expanding our product portfolio as both brands met our acquisition criteria. We will also continue to explore opportunities for label expansion to bring our products to new patient populations.
|
•
|
Expand our global presence through select international partnerships.
We have established our own commercial capabilities, including a sales organization to cover the U.S. market for our products. We are building a network of select international partners to register our products and make them available to patients in their countries. We will continue to expand our network of international partners and continue to support our partners’ registration and commercialization efforts in their respective territories.
|
•
|
Develop a pipeline of early-stage products through Cumberland Emerging Technologies ("CET").
In order to build our product pipeline, we are supplementing our acquisition and late-stage development activities with the early-stage drug development activities at CET. CET partners with universities and other research organizations to develop promising, early-stage product candidates, and Cumberland has the opportunity to negotiate rights to further develop and commercialize them in the U.S and other markets.
|
Date issued
|
|
U.S. Patent number
|
|
Expiration
|
|
Patent claims
|
April 2012
|
|
8,148,356
|
|
May 2026
|
|
Acetadote formulation and composition of matter
|
March 2013
|
|
8,399,445
|
|
August 2025
|
|
200 mg/ml Acetadote formulation to treat patients with acetaminophen overdose
|
February 2014
|
|
8,653,061
|
|
August 2025
|
|
200 mg/ml Acetadote formulation to treat patients with acetaminophen overdose
|
May 2014
|
|
8,722,738
|
|
April 2032
|
|
Administration method of acetylcysteine injection, without specification of the presence or lack of EDTA in the formulation
|
February 2015
|
|
8,952,065
|
|
August 2025
|
|
200 mg/ml Acetadote formulation to treat patients with acetaminophen overdose
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|||||||||||
|
2015
|
|
2014
|
|
Change
|
|
||||||
Net revenues
|
$
|
7,885,048
|
|
|
$
|
9,729,047
|
|
|
$
|
(1,843,999
|
)
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
980,176
|
|
|
1,339,723
|
|
|
(359,547
|
)
|
|
|||
Selling and marketing
|
3,608,828
|
|
|
3,821,953
|
|
|
(213,125
|
)
|
|
|||
Research and development
|
757,442
|
|
|
934,783
|
|
|
(177,341
|
)
|
|
|||
General and administrative
|
1,794,279
|
|
|
2,158,057
|
|
|
(363,778
|
)
|
|
|||
Amortization
|
473,439
|
|
|
485,493
|
|
|
(12,054
|
)
|
|
|||
Total costs and expenses
|
7,614,164
|
|
|
8,740,009
|
|
|
(1,125,845
|
)
|
|
|||
Operating income
|
270,884
|
|
|
989,038
|
|
|
(718,154
|
)
|
|
|||
Interest income
|
64,072
|
|
|
108,005
|
|
|
(43,933
|
)
|
|
|||
Interest expense
|
(19,815
|
)
|
|
(26,877
|
)
|
|
7,062
|
|
|
|||
Income before income taxes
|
315,141
|
|
|
1,070,166
|
|
|
(755,025
|
)
|
|
|||
Income tax expense
|
(193,439
|
)
|
|
(340,982
|
)
|
|
147,543
|
|
|
|||
Net income
|
$
|
121,702
|
|
|
$
|
729,184
|
|
|
$
|
(607,482
|
)
|
|
|
Three months ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Products:
|
|
|
|
|
|
||||||
Acetadote
|
$
|
2,065,081
|
|
|
$
|
3,242,014
|
|
|
$
|
(1,176,933
|
)
|
Omeclamox-Pak
|
691,120
|
|
|
996,974
|
|
|
(305,854
|
)
|
|||
Kristalose
|
3,939,294
|
|
|
3,967,885
|
|
|
(28,591
|
)
|
|||
Vaprisol
|
670,621
|
|
|
653,070
|
|
|
17,551
|
|
|||
Caldolor
|
352,343
|
|
|
821,024
|
|
|
(468,681
|
)
|
|||
Other
|
166,589
|
|
|
48,080
|
|
|
118,509
|
|
|||
Total net revenues
|
$
|
7,885,048
|
|
|
$
|
9,729,047
|
|
|
$
|
(1,843,999
|
)
|
|
Nine months ended September 30,
|
|||||||||||
|
2015
|
|
2014
|
|
Change
|
|
||||||
Net revenues
|
$
|
25,481,563
|
|
|
$
|
27,572,459
|
|
|
$
|
(2,090,896
|
)
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
3,379,018
|
|
|
3,692,256
|
|
|
(313,238
|
)
|
|
|||
Selling and marketing
|
10,645,229
|
|
|
11,365,966
|
|
|
(720,737
|
)
|
|
|||
Research and development
|
3,444,524
|
|
|
2,622,310
|
|
|
822,214
|
|
|
|||
General and administrative
|
5,591,982
|
|
|
6,195,523
|
|
|
(603,541
|
)
|
|
|||
Amortization
|
1,471,879
|
|
|
1,083,706
|
|
|
388,173
|
|
|
|||
Total costs and expenses
|
24,532,632
|
|
|
24,959,761
|
|
|
(427,129
|
)
|
|
|||
Operating income
|
948,931
|
|
|
2,612,698
|
|
|
(1,663,767
|
)
|
|
|||
Interest income
|
178,320
|
|
|
204,892
|
|
|
(26,572
|
)
|
|
|||
Interest expense
|
(53,854
|
)
|
|
(51,358
|
)
|
|
(2,496
|
)
|
|
|||
Income before income taxes
|
1,073,397
|
|
|
2,766,232
|
|
|
(1,692,835
|
)
|
|
|||
Income tax expense
|
(530,885
|
)
|
|
(1,052,330
|
)
|
|
521,445
|
|
|
|||
Net income
|
$
|
542,512
|
|
|
$
|
1,713,902
|
|
|
$
|
(1,171,390
|
)
|
|
|
Nine months ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Products:
|
|
|
|
|
|
||||||
Acetadote
|
$
|
6,386,767
|
|
|
$
|
9,026,919
|
|
|
$
|
(2,640,152
|
)
|
Omeclamox-Pak
|
2,393,495
|
|
|
3,481,264
|
|
|
(1,087,769
|
)
|
|||
Kristalose
|
12,160,037
|
|
|
10,903,255
|
|
|
1,256,782
|
|
|||
Vaprisol
|
2,199,645
|
|
|
2,022,835
|
|
|
176,810
|
|
|||
Caldolor
|
2,007,076
|
|
|
1,950,106
|
|
|
56,970
|
|
|||
Other
|
334,543
|
|
|
188,080
|
|
|
146,463
|
|
|||
Total net revenues
|
$
|
25,481,563
|
|
|
$
|
27,572,459
|
|
|
$
|
(2,090,896
|
)
|
|
September 30,
2015 |
|
December 31, 2014
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38,316,291
|
|
|
$
|
39,866,037
|
|
Marketable securities
|
14,438,830
|
|
|
14,841,418
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
52,755,121
|
|
|
$
|
54,707,455
|
|
|
|
|
|
||||
Working capital (current assets less current liabilities)
|
$
|
55,847,901
|
|
|
$
|
57,065,489
|
|
Current ratio (multiple of current assets to current liabilities)
|
5.7
|
|
|
5.2
|
|
||
|
|
|
|
||||
Revolving line of credit availability
|
$
|
10,300,000
|
|
|
$
|
12,000,000
|
|
|
Nine months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
4,553,496
|
|
|
$
|
3,957,854
|
|
Investing activities
|
(2,006,336
|
)
|
|
(4,521,429
|
)
|
||
Financing activities
|
(4,096,906
|
)
|
|
(661,801
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(1,549,746
|
)
|
|
$
|
(1,225,376
|
)
|
Period
|
Total
Number of
Shares (or
Units)
Purchased
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
(1)
|
||||
July
|
69,642
|
|
$
|
6.79
|
|
|
69,642
|
|
$
|
6,500,014
|
|
August
|
62,303
|
|
6.03
|
|
|
62,303
|
|
6,124,170
|
|
||
September
|
76,655
|
(1)
|
6.07
|
|
|
76,655
|
|
5,659,194
|
|
||
Total
|
208,600
|
|
|
|
208,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumberland Pharmaceuticals Inc.
|
||
|
|
|
|
|||
Dated: November 6, 2015
|
|
|
|
By:
|
|
/s/ A. J. Kazimi
|
|
|
|
|
|
|
A. J. Kazimi
|
|
|
|
|
|
|
Chief Executive and
Principal Financial Officer
|
PERIOD
|
Rate
|
Monthly Base Rental
|
|
|
|
November 1, 2016 through October 31, 2017
|
$ [***]
|
$ [***]
|
November 1, 2017 through October 31, 2018
|
$ [***]
|
$ [***]
|
November 1, 2018 through October 31, 2019
|
$ [***]
|
$ [***]
|
November 1, 2019 through October 31, 2020
|
$ [***]
|
$ [***]
|
November 1, 2020 through October 31, 2021
|
$ [***]
|
$ [***]
|
November 1, 2021 through October 31, 2022
|
$ [***]
|
$ [***]
|
LANDLORD:
|
2525 WEST END, LLC
, a Delaware limited liability company
By: Cash Flow Asset Management, L.P., a Texas limited partnership, its sole manager
By: CFAM GP, L.L.C., a Texas limited liability company, its sole general partner
By:
/s/ Aaron P. Russell
Name:
Aaron P. Russell
Title:
Asset Manager
Effective Date: September 29, 2015
|
TENANT:
|
CUMBERLAND PHARMACEUTICALS INC.,
a Tennessee corporation
By:
/s/ A.J. Kazimi
Name:
A.J. Kazimi
Title:
Chief Executive Officer
|
|
|
1.
|
I have reviewed this Form 10-Q of Cumberland Pharmaceuticals Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
November 6, 2015
|
By:
|
|
/s/ A.J. Kazimi
|
|
|
|
A.J. Kazimi
|
|
|
|
Chief Executive and
Principal Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ A. J. Kazimi
|
A.J. Kazimi
|
Chief Executive and
Principal Financial Officer
|
November 6, 2015
|