-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OtUAwmjivWnkWDV9kv/Kj36RcIs8oTpphYNnJdXYD/IhmQGAXYasjtVOpBeqZy9I 1HQL00JWFL8Y0e37G0cB6A== 0000950137-07-003328.txt : 20070306 0000950137-07-003328.hdr.sgml : 20070306 20070306111259 ACCESSION NUMBER: 0000950137-07-003328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070305 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AKORN INC CENTRAL INDEX KEY: 0000003116 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 720717400 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32360 FILM NUMBER: 07673751 BUSINESS ADDRESS: STREET 1: 2500 MILLBROOK DRIVE CITY: BUFFALO GROVE STATE: IL ZIP: 60089 BUSINESS PHONE: 8472796100 MAIL ADDRESS: STREET 1: 2500 MILLBROOK DRIVE CITY: BUFFALO GROVE STATE: IL ZIP: 60089 8-K 1 c13010e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March 5, 2007
(Date of Earliest Event Reported)
Akorn, Inc.
(Exact Name of Registrant as Specified in its Charter)
         
Louisiana
(State or other
Jurisdiction of
Incorporation)
  0-13976
(Commission
File Number)
  72-0717400
(I.R.S. Employer
Identification No.)
2500 MILLBROOK DRIVE
BUFFALO GROVE, ILLINOIS 60089

(Address of principal executive offices)


(847) 279-6100
(Registrant’s telephone number, including area code)
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):
o Written communication pursuant to Rule 425 under the Securities Ac (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))
 
 

 


 

Item 1.01 Entry into a Material Definitive Agreement.
     On March 5, 2007, Akorn, Inc. (the “Company”) entered into an Amendment to Credit Agreement (the “Amendment”) with LaSalle Bank National Association (“LaSalle Bank”), the financial institutions party thereto and Akorn (New Jersey), Inc. Among other things, the Amendment revised the definition of EBIDTA set forth in the Credit Agreement dated as of October 7, 2003 between the parties. The Amendment is attached hereto in its entirety as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
     On March 5, 2007, the Company issued a press release announcing certain results of its financial review for the quarter and year ended December 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1.
     The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On March 5, 2007, the Compensation Committee (the “Committee”) of the Company, approved the cash bonus amounts to be paid to each of Mr. Arthur S. Przybyl, the Company’s President and Chief Executive Officer, and Mr. Jeffrey A. Whitnell, the Company’s Chief Financial Officer, pursuant to the Executive Bonus Agreements dated April 27, 2006, between each of them, respectively, and the Company (each an “Executive Bonus Agreement” and together, the “Executive Bonus Agreements”). Mr. Przybyl will receive a bonus equal to $215,367.00, pursuant to his Executive Bonus Agreement. Mr. Whitnell will receive a bonus equal to $62,013.00, pursuant to his Executive Bonus Agreement. Such bonus amounts are consistent with the previously disclosed terms of the applicable Executive Bonus Agreement. Also on this date, the Committee exercised its discretion to award additional cash bonuses for reasons not reflected in the Executive Bonus Agreements, resulting from developments not contemplated or foreseen at the time those agreements were entered into. These discretionary bonuses were in the amounts of $39,633.00 to Mr. Przybyl and of $33,612.00 to Mr. Whitnell, in recognition of their contributions towards attainment of the following special achievements of the Company during 2006: (1) the significant number of strategic alliances formed by the Company, which far exceeded the number expected and proposed; (2) a substantial increase in the market capitalization of the Company; and (3) the conversion of the Company’s Series A and Series B Preferred Stock into Common Stock.

 


 

Item 9.01 Financial Statements and Exhibits.
     
(d) Exhibits.
   
 
   
10.1     
  Amendment to Credit Agreement dated March 5, 2007 between the Company, LaSalle Bank, the financial institutions party thereto and Akorn (New Jersey), Inc.
 
   
99.1     
  Press release dated March 5, 2007.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Akorn, Inc.
 
 
 
  By:   /s/ Jeffrey A. Whitnell    
    Jeffrey A. Whitnell   
    Chief Financial Officer, Treasurer
and Secretary 
 
 
Date: March 5, 2007

 

EX-10.1 2 c13010exv10w1.htm AMENDMENT TO CREDIT AGREEMENT exv10w1
 

Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT
     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed and delivered as of this 5th day of March 2007 among LASALLE BANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), the financial institutions party hereto (the “Lenders”), AKORN, INC., a Louisiana corporation (“Akorn”) and AKORN (NEW JERSEY), INC., an Illinois corporation (“Akorn New Jersey”).
W I T N E S S E T H :
     A. The Administrative Agent, Akorn, Akorn New Jersey and the Lenders entered into a Credit Agreement dated as of October 7, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Credit Agreement.
     B. The Companies have requested that the Administrative Agent and the Required Lenders consent to certain terms of the the Credit Agreement, subject to the terms and conditions set forth herein.
     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:
     1. Amendment. Upon the Effective Date (as defined below), the Credit Agreement shall be amended as follows:
     (a) EBITDA. The definition of “EBITDA” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
EBITDA means, for any period, Consolidated Net Income for such period plus (a) to the extent deducted in determining such Consolidated Net Income, Interest Expense, income tax expense, depreciation and amortization for such period plus (b) solely for the purposes of determining EBITDA for the Fiscal Year 2003, the Decatur Add Back and the Refinancing Expense Add Back plus (c) solely for determining EBITDA for the Computation Periods ending December 31, 2005 and March 31, 2006, research and development expenditures during such Computation Periods in an amount not to exceed $3,000,000 plus (d) solely for determining EBITDA for the Computation Period ending December 31, 2006 and each Computation Period thereafter (but subject to the condition that the Companies have Cash Equivalent Investments at all times during each such applicable Computation Period equal to or in excess of $5,000,000), research and development expenses during such Computation Period in an amount not to exceed $10,000,000.

 


 

     2. Representations and Warranties. To induce the Administrative Agent and the Lenders to execute this Amendment, each Company jointly and severally represents and warrants to the Administrative Agent and the Lenders as follows:
     (a) Each Company is in good standing under the laws of its jurisdiction of formation and in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.
     (b) Each Company is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations hereunder.
     (c) The execution, delivery and performance by the Companies of this Amendment do not and will not (i) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (A) any provision of law, (B) the charter, by-laws or other organizational documents of any Company or (C) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Company or any of its properties or (iii) require, or result in, the creation or imposition of any Lien on any asset of any Company.
     (d) This Amendment is the legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability of creditors’ rights generally and to general principals of equity.
     (e) The representations and warranties in the Loan Documents (including but not limited to Section 9 of the Credit Agreement) are true and correct in all material respects with the same effect as though made on and as of the date of this Amendment (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date).
     (f) Except as specifically waived in this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing.
     3. Conditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon delivering to the Administrative Agent this Amendment executed by each Company, the Administrative Agent and the Required Lenders. The date on which such event has occurred is the “Effective Date”.
     4. Affirmation. Except as specifically provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver or forbearance of any Unmatured Event of Default or Event of Default or any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents, or constitute a consent, waiver or modification with respect to any provision of the Credit Agreement or any of the other Loan Documents, and the Company hereby fully ratifies

-2-


 

and affirms each Loan Document to which it is a party. Reference in any of this Amendment, the Credit Agreement or any other Loan Document to the Credit Agreement shall be a reference to the Credit Agreement as modified hereby and as further amended, modified, restated, supplemented or extended from time to time. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and the other Loan Documents.
     5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be effective as delivery of an original counterpart.
     6. Headings. The headings and captions of this Amendment are for the purposes of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
     7. Further Assurances. Each Company agrees to execute and deliver, or cause to be executed and delivered, in form and substance satisfactory to the Administrative Agent and the Lenders, such further documents, instruments, amendments and financing statements and to take such further action, as may be necessary from time to time to perfect and maintain the liens and security interests created by the Loan Documents.
     8. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.
     9. Acknowledgment. Each Company hereby waives, discharges and forever releases the Administrative Agent and each of the Lenders, and each of said Person’s employees, officers, directors, attorneys, stockholders and successors and assigns, from and of any and all claims, causes of action, allegations or assertions that either Company has or may have had at any time through (and including) the date of this Amendment, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to either Company or whether any such claims, causes of action, allegations or assertions arose as a result of the Administrative Agent’s or any Lender’s actions or omissions in connection with the Credit Agreement, including any amendments or modifications thereto, or otherwise.
[signature pages follow]

-3-


 

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.
         
  AKORN, INC.
 
 
  By:   /s/ Jeffrey A. Whitnell    
  Title:  CFO   
       
 
         
  AKORN (NEW JERSEY), INC.
 
 
  By:   /s/ Jeffrey A. Whitnell    
  Title:  CFO   
       
 
         
  LASALLE BANK NATIONAL ASSOCIATION, as
Administrative Agent and Lender
 
 
  By:   /s/ Patrick O’Toole    
  Title:  First Vice President   
       
 

EX-99.1 3 c13010exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
At the Company:
Akorn, Inc.
Arthur S. Przybyl
President and CEO
(847) 279-6100
FOR IMMEDIATE RELEASE
Akorn Reports Record Net Revenue of $71.2 Million in 2006:
A 60% Increase Versus 2005
Gross Profit in 2006 increased by 80% to $26.9 million versus 2005.
Research and Product Development spending increased in 2006 by 162% to $11.8 million versus 2005, or 17% of net revenues.
Fourth quarter 2006 Revenues increased by 36% to $14.6 million.
Akorn provides Outlook for 2007.
Buffalo Grove, IL, March 5, 2007 — Akorn, Inc. (NASDAQ: AKRX) a specialty pharmaceutical company, today reported financial results for the full year 2006 and fourth quarter ended December 31, 2006.
Total revenue increased 60 percent in 2006 to a record $71.2 million from $44.5 million in 2005. Gross profit increased 80 percent in 2006 to a record $26.9 million from $14.9 million in 2005. Research and Product Development spending increased 162 percent in 2006 to $11.8 million from $4.5 million in 2005. The net loss decreased by 31 percent to $6.0 million in 2006 from $8.6 million in 2005. The net loss in 2006 is directly attributable to the $7.3 million increase in research and product development spending as compared to 2005, as well as non-cash expenses of $5.3 million. Akorn recorded positive cash flow from operations of $2.5 million in 2006.
Arthur S. Przybyl, President and Chief Executive Officer stated, This past year was a strategically important and successful one for Akorn. We established a strong financial foundation in order to support our research and product development efforts, and our increased revenues provided us with positive cash flow from operations. As evidenced by our improved financial position, we recently listed Akorn’s common stock on the Nasdaq Exchange under the trading symbol AKRX.
“Investment in our manufacturing capabilities for lyophilized injectable products is expected to generate our first lyophilized product launch in the first half of 2007.

 


 

Several new strategic business development partnerships were added to our growing product pipeline and we entered into our first biologic product development agreement. In 2007, we intend to build upon our 2006 results and remain confident in our ability to meet our 2007 corporate objectives.”
Highlights for 2006 include the following:
Improved Balance Sheet represents a strong Financial Foundation:
    Cash on Hand increased to $21.8 million from $791,000.
 
    Total Assets increased by 44% to $82 million from $57 million.
 
    Total Debt decreased by 92% to $600,000 from $7.6 million.
Net Revenue increased 60% to a record $71.2 million and Gross Profit increased by 80% to a record $26.9 million:
    The year over year revenue and gross profit increases are directly attributable to sales of Ca-DTPA and Zn-DTPA, two NDA’s exclusively licensed to Akorn that are countermeasures for a radiological or nuclear incident, as well as eight new generic product introductions.
Announced Strategic Alliances representing 28 new products:
    12/06/06: Expansion of Akorn-Strides, LLC Joint Venture by 12 new ANDA’s, for a total of 29 ANDA’s.
 
    11/27/06: Expansion of Natco Pharma Agreement to include one oral ANDA anti-cancer drug product.
 
    11/13/06: New Agreement with FDC Limited for two ophthalmic suspension ANDA drug products.
 
    11/08/06: First Biologic Product Development Agreement announced with Serum Institute of India for Rabies Monoclonal Antibody.
 
    11/02/06: Expansion of Natco Pharma Agreement to include two new Injectable ANDA drug products.

 


 

    08/10/06: New Agreement with Sofgen Pharmaceuticals to develop an anti-emetic ANDA drug product.
 
    05/02/06: New Agreement with Fidia Farmaceutici to develop four ANDA anti-viral drug products.
 
    04/21/06: New Agreement with Natco Pharma to develop two new ANDA injectable drug products.
 
    03/28/06: New Agreement with Natco Pharma to develop two new ANDA oral drug products.
 
    03/07/06: New Agreement with Cipla, Ltd. to develop an ANDA for an oral anti-infective, Vancomycin 125 mg and 250 mg capsules.
ANDA Filings Increase Product Pipeline:
    24 ANDA product filings in 2006:
    17 ANDA’s for Akorn-Strides, LLC
 
    2 ANDA’s for FDC, Limited
 
    3 ANDA’s for Akorn Decatur, IL Product Development Group
 
    2 ANDA’s for Akorn Somerset, NJ Product Development Group
    11 ANDA product approvals in 2006.
 
    A total of 35 ANDA drug products under review at the Office of Generic Drugs.
Akorn’s Outlook for 2007:
    An increase in Net Revenue versus 2006, which included DTPA sales in excess of $25 million.
 
    Research and Product Development spending of approximately $12 million.
 
    Regulatory submission for Akten, our first internally developed NDA drug product indicated for ocular anesthesia in May 2007.
 
    Product approval and marketing launch for Vancomycin, an oral ANDA anti-infective drug product.

 


 

    Commercialization of our first manufactured lyophilized injectable drug product, IC-Green, an NDA manufacturing site transfer to our Decatur, IL production facility.
 
    Commercial launch of our first vaccine product.
 
    15 new Regulatory submissions for ANDA drug products.
 
    15 ANDA drug product approvals.
About Akorn, Inc.
Akorn, Inc. manufactures and markets sterile specialty pharmaceuticals. Akorn has manufacturing facilities located in Decatur, Illinois and Somerset, New Jersey and markets and distributes an extensive line of hospital and ophthalmic pharmaceuticals. Additional information is available at the Company’s website at www.akorn.com.
Materials in this press release may contain information that includes or is based upon forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future steps we may take, prospective products, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.
Any or all of our forward-looking statements here or in other publications may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual results may vary materially, and there are not guarantees about the performance of our stock.
Any forward-looking statements represent our expectations or forecasts only as of the date they were made and should not be relied upon as representing our expectations or forecasts as of any subsequent date. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, even if our expectations or forecasts change. You are advised, however, to consult any further disclosures we make on related subjects in our reports filed with the SEC. In particular, you should read the discussion in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in our most recent Annual Report on Form 10-K, as it may be updated in

 


 

subsequent reports filed with the SEC. That discussion covers certain risks, uncertainties and possibly inaccurate assumptions that could cause our actual results to differ materially from expected and historical results. Other factors besides those listed there could also adversely affect our results.

 


 

AKORN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
                 
    DECEMBER 31,     DECEMBER 31,  
    2006     2005  
 
               
ASSETS
               
CURRENT ASSETS
               
Cash and cash equivalents
  $ 21,818     $ 791  
Trade accounts receivable (less allowance for doubtful accounts of $3 and $13,
               
respectively)
    4,781       3,222  
Inventories
    11,734       10,279  
Prepaid expenses and other current assets
    1,321       1,402  
 
           
TOTAL CURRENT ASSETS
    39,654       15,694  
PROPERTY, PLANT AND EQUIPMENT, NET
    33,486       31,071  
OTHER LONG-TERM ASSETS
               
Intangibles, net
    8,825       10,210  
Other
    118       120  
 
           
TOTAL OTHER LONG-TERM ASSETS
    8,943       10,330  
 
           
TOTAL ASSETS
  $ 82,083     $ 57,095  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Current installments of debt
  $ 394     $ 7,044  
Trade accounts payable
    4,719       3,046  
Accrued compensation
    1,849       1,519  
Customer accrued liabilities
    391       135  
Accrued interest payable
          2,514  
Accrued royalty payable
    1,517       14  
Accrued expenses and other liabilities
    1,383       1,188  
 
           
TOTAL CURRENT LIABILITIES
    10,253       15,460  
LONG-TERM LIABILITIES
               
Long-term debt, less current installments
    208       602  
Product warranty
    1,308        
 
           
TOTAL LONG-TERM LIABILITIES
    1,516       602  
 
           
TOTAL LIABILITIES
    11,769       16,062  
 
           
SHAREHOLDERS’ EQUITY
               
Common stock, no par value — 150,000,000 shares authorized; 85,990,964 and 27,618,745 shares issued and outstanding at December 31, 2006 and December 31, 2005, respectively
    150,250       67,339  
Series A Preferred Stock, $1.00 par value, 257,172 shares authorized and issued, 241,122 shares outstanding at December 31, 2005
          27,232  
Series B Preferred Stock, $1.00 par value, 170,000 shares authorized, 141,000 shares issued, 106,600 outstanding at December 31, 2005
          10,758  
Warrants to acquire common stock
    4,862       13,696  
Accumulated deficit
    (84,798 )     (77,992 )
 
           
TOTAL SHAREHOLDERS’ EQUITY
    70,314       41,033  
 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 82,083     $ 57,095  
 
           

 


 

AKORN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS, EXCEPT PER SHARE DATA
                                 
    THREE MONTHS ENDED     TWELVE MONTHS ENDED  
    DECEMBER 31,     DECEMBER 31,  
    2006     2005     2006     2005  
 
                               
Revenues
  $ 14,555     $ 10,740     $ 71,250     $ 44,484  
Cost of sales
    10,314       7,659       44,370       29,540  
 
                       
GROSS PROFIT
    4,241       3,081       26,880       14,944  
Selling, general and administrative expenses
    5,224       5,444       18,603       16,405  
Amortization and write-down of intangibles
    339       351       1,385       1,508  
Research and development expenses
    4,982       307       11,797       4,510  
 
                       
TOTAL OPERATING EXPENSES
    10,545       6,102       31,785       22,423  
 
                       
OPERATING INCOME (LOSS)
    (6,304 )     (3,021 )     (4,905 )     (7,479 )
Interest income/(expense) — net
    251       (620 )     (604 )     (2,325 )
Debt Retirement Gain/(Expense)
                (391 )     1,212  
Other Expense
    (3 )           (60 )      
 
                       
INCOME/(LOSS) BEFORE INCOME TAXES
    (6,056 )     (3,641 )     (5,960 )     (8,592 )
Income tax provision
    3             3       17  
 
                       
NET INCOME/(LOSS)
    (6,059 )     (3,641 )     (5,963 )     (8,609 )
Preferred stock dividends and adjustments
    (101 )     (1,091 )     (843 )     (4,082 )
 
                       
NET INCOME/(LOSS) AVAILABLE TO COMMON STOCKHOLDERS
  $ (6,160 )   $ (4,732 )   $ (6,806 )   $ (12,691 )
 
                       
NET INCOME/(LOSS) PER SHARE:
                               
BASIC
  $ (0.07 )   $ (0.18 )   $ (0.09 )   $ (0.49 )
 
                       
DILUTED
  $ (0.07 )   $ (0.18 )   $ (0.09 )   $ (0.49 )
 
                       
SHARES USED IN COMPUTING NET INCOME/(LOSS) PER SHARE:
                               
BASIC
    82,548       26,960       73,988       26,095  
 
                       
DILUTED
    82,548       26,960       73,988       26,095  
 
                       

 


 

AKORN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
                 
    2006     2005  
OPERATING ACTIVITIES
               
Net income (loss)
  $ (5,963 )   $ (8,609 )
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    3,344       5,239  
Amortization of deferred financing costs
    28       74  
Amortization of debt discounts
    1,059       1,237  
Advances to Strides Arcolab Limited
          (250 )
Gain on Retirement of Debt
          (1,212 )
Non-cash stock compensation expense
    1,948       407  
Changes in operating assets and liabilities:
               
Trade accounts receivable
    (1,559 )     3,360  
Inventories
    (1,455 )     142  
Prepaid expenses and other current assets
    81       (198 )
Trade accounts payable
    1,673       (2,351 )
Product warranty
    1,308        
Royalty Liability
    1,517        
Accrued customer liability
    256        
Accrued expenses and other liabilities
    272       2,013  
 
           
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    2,509       (148 )
INVESTING ACTIVITIES
               
Purchases of property, plant and equipment
    (4,377 )     (1,782 )
Purchase of intangible assets
          (75 )
 
           
NET CASH USED IN INVESTING ACTIVITIES
    (4,377 )     (1,857 )
FINANCING ACTIVITIES (See Note 1 below)
               
Repayment of long-term debt
    (3,103 )     (370 )
Repayment of NeoPharm Debt
          (2,500 )
Net borrowings under lines of credit
           
Proceeds from common stock and warrant offering
    21,621        
Proceeds from warrants exercised
    2,848       188  
Proceeds under stock option and stock purchase plans
    1,529       1,368  
 
           
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    22,895       (1,314 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    21,027       (3,319 )
Cash and cash equivalents at beginning of period
    791       4,110  
 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 21,818     $ 791  
 
           
Amount paid for interest
  $ 593     $ 419  
Amount paid for income taxes
  $ 2     $ 72  
Note 1: In March 2006, $7,298 in principal and interest related to convertible notes was retired by conversion to the common stock of
Akorn, Inc.

 

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