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In Re: IMPAX Laboratories, Inc. Securities Litigation 04-CV-04802

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In Re: IMPAX Laboratories, Inc. Securities Litigation 04-CV-04802 EXHIBIT E United States Securities and Exchange Commission Washington, D .C . 2054 9 FORM 10-Q/A Amendment No . 1 (Mark One ) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 193 4 For the quarterly period ended June 30, 2004 ------------- OR ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 1934 For the transition period from t o Commission file number 0-27354 Impax Laboratories, Inc . -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 65-0403311 ---------------------------------- ------------------- (State or other jurisdiction of (I .R .S . Employer incorporation or organization) Identification No .) 30831 Huntwood Avenue - Hayward, California 9454 4 ---------------------------------------------- ------------ (Address of principal executive offices) (Zip code) Registrant's telephone number including area code (510) 476-200 0 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports ) and (2 ) has been subject to such filing requirements for the past 90 days . Yes X No Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act .) Yes X N o The number of shares outstanding of the registrant's common stock as o f July 30, 2004 was approximately 58,464,926 . ------------ ---------- EXPLANATORY NOTE This amendment is being filed to reflect the restatement of the Company's condensed financial statements, as discussed in Note 14 thereto, and other information related to such restated financial statements . Except for Items 1, and 4 of Part I, no other information included in the original report on Form 10-Q is amended by this Form 10-Q/A . Items not being amended are presented for the convenience of the reader only . This report continues to be presented as of the date of the original Quarterly Report on Form 10-Q and the Company has not updated the disclosure in this report to a later date . Therefore, this amendment should be read together with other documents that the Company has filed with the Securities and Exchange Commission subsequent to the filing of the original Quarterly Report on Form 10-Q . Information in such reports and documents updates and supersedes certain information contained in this amendment . IMPAX LABORATORIES, INC . INDEX TO FORM 10-Q/ A FOR THE QUARTERLY PERIOD ENDED JUNE 30, 200 4 PART I . FINANCIAL INFORMATION PAO. Item I . Financial statements : Condensed Balance Sheets as of June 30, 2004 ( as restated) and December 31, 2003 (unaudited) . 1 Condensed Statements of Income for the Three Months and Six Month s Rnded June 30, 2004 (as restated ) and 2003 (unaudited ) . 2 Condensed Statements of Cash Plow for the Six Months Boded June 30, 2004 (as restated ) and 2003 (unaudited) . 3 Notes to Financial statements (unaudited) . 4 Item 2 . Management's Discussions and Analysis of Financial Condition and Results of Operations . 13 Item 3 . Quantitative and Qualitative Disclosures About Market Risk . 23 Item 4 . Controls and Procedures . 2 4 PART II . OTHRR INFORMATION AND SIOHATURRS Item 1 . Legal Proceedings . 25 Item 2 . Changes in Securities, Use of Proceeds, and Issuer Purchases of Squity securities . 30 Item 4 . Submission of Matters to a Vote of Security Holders . 30 ■ Item i . Ixhibit and Reports on Form I-K . 31 Signatures . 32 Certifications . 3 3 i PART I - FINANCIAL INFORMATION ITEM 1 . FINANCIAL STATEMENTS IMPAX LABORATORIES, INC . CONDENSED BALANCE SHEETS (UNAUDITED ) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA ) JUNE 30, DRCV)IR 31 , 2004 200 3 (AS RESTATED ASSETS SRI NOTE 14 ) Current assets : Cash and cash equivalents $ 53,312 $ 15,50 5 Short team investments 45,24 4 Accounts receivable, net 19,521 9,15 5 Inventory 37,102 26,47 9 Prepaid expenses and other assets 2,692 1,427 Total current assets 155,171 Restricted cash 55,296 10,000 Property, plant and equipment, net 41,511 35,13 1 ■ Investment and other assets 3,944 1,325 Goodwill, net 27,574 27,574 Intangibles, net 167 379 Total assets $ 232,25 7 $ 132,70 6 . .. .. .. LIABILITIES AND STOCID0OLDRRS ' RQDITY Current liabilities . Current portion of long-term debt $ 915 $ 1,066 Accounts payable 22,312 22,763 Revolving line of credit 5,000 7,642 Accrued expenses and deferred revenues 13,283 10,87 2 . Total current liabilities 41,510 42,365 Convertible senior subordinated debentures 95,000 -- Refundable deposit from Teva 5,000 Long Corm debt 7,507 5,554 Deferred revenues and other liabilities 2,760 2,67 9 Total liabilities 146,785 59,09 9 Commitments and Contingencies Handatorily redeemable convertible preferred Stocks series 2 mandatory redeemable convertible preferred stock, $ 0 .01 par value 0 shares outstanding at June 30, 2004 , and 75 , 000 shar es outstanding a t December 31 , 2003 , redeemable at $ 100 per share -- 7,500 Stockholders ' equity : Co mmon stock , $ 0 .01 par value , 90,000,000 shares authorised and 59,463 , 237 and 55 , 307,136 shares issued and outstanding at June 30, 2004 , and December 31, 2003 , respectively 564 553 Additional paid-in capital 163 .930 170,104 Accumulated deficit (99,012) (104,549 ) ----------- ---------- Total ■ tockholders ' equity 55,502 66 .108 Total liabilities and stockholders' equity $ 232,287 $ 132,70 6 . .. .. .. .. .. The accompanying notes are an integral part of these financial statements . 1 IMPAX LABORATORIES, INC . CONDENSED STATEMENTS OF INCOME (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA ) Three Nontha Ended Six months Ended June 30 , June 30 , 2004 2003 2004 2003 (As restated - (As restated - see note 14 ) see Note 14 ) Net sales $ 30,033 $ 13,46 0 $ 61,537 $ 24,52 6 Revenue from reversal of refundable deposit from Teva 2,500 . Other revenue s 541 607 1,07 2 96 6 ---------- -------- - Total revenues 30,564 14,06 7 65,10 9 25,49 2 cost of sales 16,537 9,321 ••' 37,067 17,46 6 Gross margin 12,02 7 4,746 21,022 9,02 4 Research and development 5,439 3,560 10,323 7,10 7 Reimbursements from Teve (76) (22) ( 69) (154 ) Research and development, net 5,361 3,536 10,234 6,95 3 Patent litigation expenses 2,22 6 767 3,646 99 5 Selling expenses 711 43 6 1,437 1,006 General and administrative expenses 3,117 2,053 6,466 4,205 Other operating income (expense), net 4 10 11 21 Net income (loss) from operations 614 (2,090 ) 6,046 (51114 ) Interest incom e 271 70 327 11 2 Interest expens e (564 ) (264) (636) (495 ) Net income (loss) before provision for income taxes $ 321 s (2,264 ) $ 5,537 $ ( 5,497 ) Provision for income taxes Net income (logs) $ 321 $ (2,264) $ 5,537 $ (5,497 ) Earnings per share, Basic $ 0 .0 1 $ (0 .05) $ 0 .10 $ (0 .11 ) Dilute d $ 0 .01 $•• •(0 .05 ) $ 0 .0 9 $ (0 .11 ) ---------- -------- - Weighted average common shares outstanding, Basi c 56,152,703 50 .606,445 57,543,76e 49 ,250,04 9 Diluted • 62,417 .454 • 5050,608,445.606 61 . 60 . 519 49 250,04 9 The accompanying notes are an integral part of these financial statements . 2 IMPAX LABORATORIES, INC . CONDENSED STATEMENTS OF CASH FLOW S (UNAUDITED) (DOLLARS IN THOUSANDS) six MONTHS amLD JUNE 30 , ------------------------ -- - ----------- - 2004 200 3 (AS RESTATED - 992 ROTS 14 ) CASH PLOWS FROM OPERATING ACTIVITIES : Net income / (10ee ) $ 5,537 $ (5,497 ) Adjustments to reconcile net income (loss) to net Cash used by operating activities : Depreciation and amortization 2,062 1 , 76 2 Reversal of refundable deposit from Teva (2,500) Non-cash compensation charge (options) 67 42 9 Change in assets and liabilities : Accounts receivable (9,936) (2 , 060 Inventory ) (6,623 ) (4,564 ) Prepaid expenses and other assets (172) Accounts payable (127 ) (471) Other liabilities 2 , 65 3 2,300 (981 ) Net cash provided by (used in) operating activities (11 1 696 ) (6,165 ) . CASH FLOWS PROM INVESTING ACTIVITI98 : Purchase of short term investments (45,244) (13,920 Purchases of property and equipment ) (6,269) (1,125 ) Net cash (used in) provided by investing activities (51,513) (15,043 ) ------•- CASH FLOWS FROM FINANCING ACTIVITIES : ------- - Revolving line of credit borrowings (repayments) (2,642) 1,77 9 Additions to long-term debt -- 69 6 Repayment of long-term debt (1,501) (412 ) Proceeds from convertible debentures 95,00 0 Capitalised Financing Costs (3,612 ) Proceeds from sale of comma stock -- 23,12 4 Reversal of Restricted Cash 10,000 - - Proceeds from issuance of common stock (upon exercise o f stock options and warrants) 3,771 27 7 ------- - ------- - Net cash provided by financing activities 101 1 016 25,66 4 Net increase in cash and cash equivalents 37,607 2,654 Cash and cash equivalents, beginning of the period $ .15,505 $ 10,21 9 Cash and cash equivalents, and of the quarter $$~53,312'5 $1 112,672 7 Cash paid for interest $••••266 $••••497 C ash paid for income taxes ' : . .. .. The accompanying notes are an integral part of these financial statements . 3 Supplemental disclosure of non-cash financing activities : In January 2004, the Company issued 160,751 shares of our common stock t o Teva to satisfy the remaining $2 .5 million refundable deposit to Teva . Also, in January 2004, the holders of the Series 2 Preferred Stock converted their entire 75,000 preferred shares into 1,500,000 shares of common stock . NOTES TO CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003 (UNAUDITED ) NOTE 1 .
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