EX-99 2 kva20121019_8kex99-1.htm EXHIBIT 99.1 kva20121019_8kex99-1.htm

Exhibit 99.1

 

United States Bankruptcy Court

 

 

Southern District of New York

 

 

 

X

 

In re:

:

Chapter 11

 

:

 

K-V Discovery Solutions, Inc. et al.:

:

Case No.  12-13346 (ALG)

 

:

 

Debtors.

X

Jointly Administered


 

 

 

 

Monthly Operating Report for the Period

September 1, 2012 to September 30, 2012

 

Debtors' Address:

2280 Schuetz Road

 

St. Louis, Missouri 63146

 

Telephone:  (314) 645-6000

 

 

 

Debtors' Attorneys:

Willkie Farr & Gallagher LLP

 

787 Seventh Avenue

 

New York, New York 10019

 

Telephone:  (212) 728-8000

   
   

 

This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee.  The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States.

 

I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

/s/ Thomas S. McHugh

 

October 15, 2012

Thomas S. McHugh

 

Chief Financial Officer

 

K-V Pharmaceutical Company

 

 

 
-1-

 

 

 

In re

K-V DISCOVERY SOLUTIONS, INC., et al.

 

Case No.

12-13346

 

Debtors.

 

Reporting Period:

9/1/12 - 9/30/12

 

 

 

Federal Tax I.D.#

13-1587982

 

CORPORATE MONTHLY OPERATING REPORT

 

File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case.

 

(Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.)

 

REQUIRED DOCUMENTS

Form No.

Document

Attached

Explanation

Attached

Schedule of Cash Receipts and Disbursements

MOR-1

x

 

Bank Reconciliation (or copies of debtor's bank reconciliations)

MOR-1

x

 

     Copies of bank statements

 

 

x

     Cash disbursements journals

 

 

x

Statement of Operations

MOR-2

x

 

Balance Sheet

MOR-3

x

 

Status of Post-petition Taxes

MOR-4

x

x

     Copies of IRS Form 6123 or payment receipt (See Notes to MOR 4)

 

 

x

     Copies of tax returns filed during reporting period (See Notes to MOR 4)

 

 

x

Summary of Unpaid Post-petition Debts (See Notes to MOR 4)

MOR-4

 

x

     Listing of Aged Accounts Payable (See MOR 7)

 

 x

 

Accounts Receivable Reconciliation and Aging

MOR-5

x

 

Taxes Reconciliation and Aging (See MOR 7)

MOR-5

 

x

Payments to Insiders and Professionals

MOR-6

x

 

Post Petition Status of Secured Notes, Leases Payable

MOR-6

x

 

Debtor Questionnaire

MOR-7

x

 

Makena® Performance Metrics

 

x

 

 

 

 
-2-

 

 

 

NOTES TO MONTHLY OPERATING REPORT

 

This MOR includes activity from the following Debtors:

 

Debtor

Case Number  

K-V Discovery Solutions, Inc.

12-13346

K-V Pharmaceutical Company

12-13347

Ther-Rx Corporation

12-13348

K-V Generic Pharmaceuticals, Inc.

12-13349

Zeratech Technologies USA, Inc.

12-13350

Drug Tech Corporation

12-13351

K-V Solutions USA, Inc.

12-13352

FP1096, Inc.

12-13353

 

General Notes:

The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with accounting principles generally accepted in the United States ("GAAP").  In addition, the financial statements and supplemental information contained herein represent consolidated information.

 

The unaudited consolidated financial statements have been derived from the books and records of the Debtors and exclude activity for their non-debtor subsidiaries. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to changes, and these changes could be material.

 

The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment. The Debtors are reviewing their books and records and other information on an ongoing basis to determine whether the financial statements should be supplemented or otherwise amended. The Debtors reserve the right to file, at any time, such supplements or amendments to the financial statements that form a part of this MOR. The financial statements should not be considered an admission regarding any of the Debtors' income, expenditures or general financial condition, but rather, a current compilation of the Debtors' books and records. The Debtors do not make, and specifically disclaim, any representation or warranty as to the completeness or accuracy of the information set forth herein.

 

The unaudited consolidated financial statements contained herein have been prepared on a going concern basis and do not reflect or provide all of the possible consequences of the ongoing chapter 11 cases. Specifically, the unaudited consolidated financial statements do not present the amount which will ultimately be paid to settle liabilities and contingencies which may be required in these cases. As a result of the chapter 11 proceedings, the Debtors may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the unaudited consolidated financial statements.

 

Certain footnote disclosures normally included in unaudited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

 

 
-3-

 

 

MOR-1:

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1

(Dollars in thousands)

 

Debtor

Case Number

Cash Receipts

Ther-Rx Corporation

    12-13348   $ 4,857

K-V Pharmaceutical Company

    12-13347     22

DrugTech Corporation

    12-13351     8

K-V Discovery Solutions, Inc

    12-13346     0

K-V Generic Pharmaceuticals, Inc

    12-13349     0

Zeratech Technologies USA, Inc

    12-13350     0

K-V Solutions USA Inc

    12-13352     0

FP1096, Inc

    12-13353     0

Total Cash Receipts

  $ 4,887

Debtor

Case Number

Cash 2

Disbursements

K-V Pharmaceutical Company

    12-13347   $ (3,171 )

Ther-Rx Corporation

    12-13348     (1,195 )

K-V Discovery Solutions, Inc

    12-13346     0

K-V Generic Pharmaceuticals, Inc

    12-13349     0

Zeratech Technologies USA, Inc

    12-13350     0

DrugTech Corporation

    12-13351     0

K-V Solutions USA Inc

    12-13352     0

FP1096, Inc

    12-13353     0

Total Cash Disbursements

  $ (4,366 )
 

Notes

1 – Cash is received and disbursed by the Debtors as described in the Debtors' motion to approve continued use of their cash management system (which motion was granted on an interim basis pursuant to an order entered by the Bankruptcy Court on August 7, 2012 and on a second interim basis pursuant to an order entered by the Bankruptcy Court on September 28, 2012) and is consistent with the Debtors' historical cash management practices.  All amounts listed are the balances reported by the bank as of the end of the reporting period. Copies of bank statements will be provided upon reasonable request in writing to counsel for the Debtors.

2 – Cash disbursements include $181 of outstanding checks.

 

 

 
-4-

 

 

 

MOR-1 (CON'T):

BANK RECONCILIATIONS 1, 2, 3, 4, 5, 6

(Dollars in thousands)

 

Debtor

Case

Number

Bank and Account Description

Bank Account

No. Ending In

Bank Balance

K-V Pharmaceutical Company

    12-13347

Fifth Third Money Market / Investment Account

    1225   $ 21,687

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Operating Account

    9158     8,050

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Nesher Escrow Account

    0383     7,513

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / PDI Escrow Account

    1876 5     1,819

K-V Pharmaceutical Company

    12-13347

Commerce Bank / Deposit Account

    2433     150

K-V Pharmaceutical Company

    12-13347

AMEX Centurion Bank / Certificate of Deposit

    8420     75

K-V Pharmaceutical Company

    12-13347

Bank of America / Payroll Account

    6170     29

K-V Pharmaceutical Company

    12-13347

Fifth Third Bank / Utility Deposit

    0479 6     2

Drug Tech Corporation

    12-13351

US Bank / DrugTech Custody Account

    3256     12

Drug Tech Corporation

    12-13351

Wells Fargo Bank/ DrugTech Operating Acct

    6823     1
                      $ 39,338
 

Notes

1 –The Debtors have not included copies of their bank statements or cash disbursement journals due to the voluminous nature of these reports. Copies of the Debtors' bank statements and cash disbursement journals will be provided upon reasonable request in writing to counsel for the Debtors.

2 –The Debtors reconcile their bank accounts on a monthly basis.

3 –The Debtors have excluded accounts with no balance as of the end of the reporting period.

4 –The Debtors' bank balances exclude $181 of outstanding checks.

5 –This account was inadvertently identified in the Debtors' motion to approve continued use of their cash management system as ending in 4187.

6 –The Debtors opened this bank account post-petition on August 28, 2012 in accordance with the order of the Bankruptcy Court, entered on August 23, 2012, that, among other things, established procedures for providing deposits to the Debtors' utility service providers that request adequate assurance of payment and deemed such utility service providers to have adequate assurance of payment.

 

 

 

 
-5-

 

 

MOR-2:

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited; Dollars in thousands)

 

 

For the Month Ended September
30, 2012
1

Net revenues

  $ 3,989

Cost of sales

    (9 )

Gross profit

    3,998
         

Research and development

    914

Selling and administrative

    7,079

Operating expenses

    7,993

Operating loss

    (3,995 )
         

Interest, net and other

    0

Reorganization items, net

    2,439

Total other expense, net

    2,439
         

Loss from continuing operations before income taxes

    (6,434 )

Income tax provision

    985

Net loss from continuing operations

  $ (7,419 )
 

Notes

1 - The Debtors prepare their income statement on an accrual basis. Accordingly, the Debtors' Statement of Operations, as set forth in this MOR, reflects the results of the Debtors' operations for the month of September.

 
-6-

 

 

MOR-3:

CONSOLIDATED BALANCE SHEET

(Unaudited; Dollars in thousands)

 

 

As of

September 30,

 

2012

ASSETS

       

Current Assets:

       

Cash and cash equivalents

  $ 29,599

Restricted cash

    9,557

Receivables, net

    8,176

Inventories, net

    4,538

Other current assets

    4,180

Income taxes receivable

    460

Total Current Assets

    56,510

Property and equipment, less accumulated depreciation

    1,935

Intangible assets, net

    121,318

Other assets

    15,639

Total Assets

  $ 195,402
         

LIABILITIES

       

LIABILITIES NOT SUBJECT TO COMPROMISE:

       

Current Liabilities:

       

Accounts payable

  $ 2,447

Accrued expenses

    19,424

Other current liabilities

    9,331

Total Current liabilities

    31,202

Total Liabilities not subject to compromise

    31,202

Total liabilities subject to compromise

    673,247

Total Liabilities

    704,449
         

SHAREHOLDERS' DEFICIT

       

Preferred Stock

    0

Class A Common Stock

    643

Class B Common Stock

    112

Additional paid-in capital

    205,729

Accumulated deficit

    (658,122 )

Less: Treasury stock

    (57,409 )

Total Shareholders' Deficit

    (509,047 )

Total Liabilities and Shareholders' Deficit

  $ 195,402
 

 

 
-7-

 

 

MOR-4: 

STATUS OF POST-PETITION TAXES 1, 2

(Dollars in thousands)

 

Federal

Beginning Tax

Amount Withheld and/or Accrued

Amount Paid

Ending Tax

Withholding

  $ 0   $ 262   $ (262 )   $ 0

FICA-Employee

    0     66     (66 )     0

FICA-Employer

    0     86     (86 )     0

Total Federal Taxes

  $ 0   $ 414   $ (414 )   $ 0
                                 

State and Local

                               

Withholding

  $ 0   $ 70   $ (70 )   $ 0

Sales Tax

    9     0     0     9

Real Property

    4     1     0     5

Personal Property

    52     0     0     52

Franchise Tax

    (36 )     20     (1 )     (17 )

Total State and Local

  $ 29   $ 91   $ (71 )   $ 49

Total Taxes

  $ 29   $ 505   $ (485 )   $ 49
 

Notes

1 - The Debtors have not annexed copies of tax returns filed with various taxing authorities during the current reporting period to this MOR, nor have they included the Debtors' IRS Form 6123 with this MOR. Copies of such tax returns and IRS Form 6123 will be provided upon reasonable request in writing to counsel for the Debtors.

2 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.

 

 
-8-

 

 

MOR-4 (CON'T):

SUMMARY OF UNPAID POST-PETITION DEBTS 1

(Dollars in thousands)

 

Description

Amount

0 - 30 days old

  $ 2,440

31+ days old

    7

Total Vendor Accounts Payable Post-petition

  $ 2,447
 

Notes

1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms.  

 

 

 
-9-

 

 

MOR-5:

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

(Dollars in thousands)

 

Description

Amount

0 - 30 days old

  $ 7,823

31 - 60 days old

    132

61 - 90 days old

    13

90+ days old

    909

Total Customer Accounts Receivable

  $ 9,066

Customer Allowances

    (890 )

Total Accounts Receivable

  $ 8,176
 

 

 
-10-

 

 

MOR-6:

PAYMENTS TO INSIDERS AND PROFESSIONALS

(Dollars in thousands)

 

INSIDERS


Name

Type of Payment1

Current Month

Amount Paid

Total Paid Since

August 4, 2012

Christmas, Patrick

Salary/Expenses

  $ 22   $ 41

Divis, Gregory

Salary/Expenses

    31     58

McHugh, Thomas

Salary/Expenses

    25     45

Total

  $ 78   $ 144

 

Notes

1 – Additional detail concerning payments to the Debtors' insiders will be provided upon reasonable request in writing to counsel for the Debtors.

 

 

PROFESSIONALS


Name

Current Month

Amount Paid

Total Paid

Since

August 4, 2012

Houlihan & Lokey Capital, Inc.

  $ 199   $ 472

Total

  $ 199   $ 472
 

 
-11-

 

 

MOR-6 (CON'T):

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE

AND ADEQUATE PROTECTION PAYMENTS1

(Dollars in thousands)

 

Name of Creditor

Scheduled Monthly

Payment Due

Amount Paid

During Month

Building lease payable

  $ 42   $ 42
                 
                 

Total Payments

$ 42
 

 

Notes

1 - The Debtors' schedule of lease payments, as set forth in the MOR, only reflects payments made pursuant to the Debtors' real property lease. Immaterial leases of personal property are not included in this MOR-6.

 

 

 
-12-

 

 

 MOR-7:

DEBTOR QUESTIONNAIRE

 

Must be completed each month.  If the answer to any of the questions is "Yes", provide a detailed explanation of each item.  Attach additional sheets if necessary.

Yes

No

 

 

 

 

 

1

 

Have any assets been sold or transferred outside the normal course of business this reporting period?

 

X

2

 

Have any funds been disbursed from any account other than a debtor in possession account this reporting period?

 

X

3

 

Is the Debtor delinquent in the timely filing of any post-petition tax returns?

 

X

4

 

Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?

 

X

5

 

Is the Debtor delinquent in paying any insurance premium payment?

 

X

6

 

Have any payments been made on pre-petition liabilities this reporting period?

X

 

7

 

Are any post-petition receivables (accounts, notes or loans) due from related parties?

 

X

8

 

Are any post-petition payroll taxes past due?

 

X

9

 

Are any post-petition State or Federal income taxes past due?

 

X

10

 

Are any post-petition real estate taxes past due?

 

X

11

 

Are any other post-petition taxes past due?

 

X

12

 

Have any pre-petition taxes been paid during this reporting period?

 

X

13

 

Are any amounts owed to post-petition creditors delinquent?

 

X

14

 

Are any wages payments past due?

 

X

15

 

Have any post-petition loans been received by the Debtor from any party?

 

X

16

 

Is the Debtor delinquent in paying any US Trustee fees?

 

X

17

 

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

 

X

18

 

Have the owners or shareholders received any compensation outside of the normal course of business?

 

X


Explanations

 

 

 

 

 

 

 

6

 

Pursuant to various orders entered by the Bankruptcy Court, the Debtors were authorized to pay certain pre-petition employee salary and benefit obligations, as well as certain pre-petition vendor, warehousemen and common carrier obligations. The Bankruptcy Court also approved the Debtors' motion to honor certain prepetition obligations to their customers.

13

 

The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed-upon terms specific to each vendor and/or service provider.  Any aged amounts represent items subject to valid disputes and certain items which have been paid subsequent to the end of this reporting period.

 

 

     

 

 
-13-

 

 

MAKENA® PERFORMANCE METRICS

 

Makena® (hydroxyprogesterone caproate injection) is the Debtors' single-most valuable product. The information below addresses certain key performance metrics related to Makena®. The amounts shown are based on estimates and are subject to change. Gross revenues are preliminary and unaudited, and are not prepared in accordance with GAAP.

 

 

Three Months Ended

Gross Revenues

($ in thousands)(1)

Total

Prescriptions (2)

Vials Shipped to

Customers (3)

9/30/2011

$1,318

1,255

382

12/31/2011

$1,670

1,687

484

3/31/2012

$6,396

2,240

1,854

6/30/2012

$13,393

2,577

3,882

9/30/2012

$13,006

3,046

3,770


       

Notes:

     

(1) Amounts shown are estimated based on the number of vials shipped and list price/vial.

(2) Represents total prescriptions reported to the Debtors and does not include cancellations.

(3) Represents paid vials shipped to the Debtors' customers, which include specialty pharmacies and distributors.

 

 

 -14-