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SOURCE Patheon Inc.
Significant revenue increase and gross profit grew by almost 200 percent
Banner integration is well advanced
TORONTO, March 8, 2013 /PRNewswire/ - Patheon Inc. (TSX: PTI), a leading provider of contract development and commercial
manufacturing services to the global pharmaceutical industry, with recently acquired proprietary products and technology that includes softgel formulations, announced today fiscal 2013 first
quarter results.
First Quarter Fiscal 2013 Financial Highlights
-
Revenues in the quarter increased to $213.5 million from $153.9 million
in the same period last year, an increase of $59.6 million or 38.7
percent. Banner represented $23.3 million of the increase and
therefore, Patheon standalone revenues grew 23.6 percent compared to
the same period last year.
-
Gross profit in the quarter increased to $42.4 million from $14.4
million in the same period last year, an increase of 28.0 million or
194.4 percent. Banner represented $6.0 million of the increase and
therefore, Patheon standalone gross profit grew 152.8 percent compared
to the same period last year.
-
Adjusted EBITDA increased in the quarter to $19.8 million from negative
$1.9 million in the same period last year, an increase of $21.7
million. Patheon standalone Adjusted EBITDA increased by $20.5 million
compared to the same period last year.
-
Loss from continuing operations in the quarter was $51.4 million
compared to a loss from continuing operations of $19.3 million in the
same period last year. This increase was due to costs associated with
the Banner acquisition and related refinancing, offset by favorable
operating results.
James C. Mullen, Patheon's Chief Executive Officer said, "We continue to be encouraged by the progress we are making in
transforming the company. Our top-line growth, gross margin and
Adjusted EBITDA in the quarter were strong and further evidence of the
success of our transformation activities. The integration of Banner
continues and we are on track to implement operational excellence
initiatives at these sites in the same way as we have done at Patheon
sites."
Fiscal 2013 First Quarter Operating Results from Continuing Operations
Revenue for the first quarter increased $59.6 million, or 38.7 percent,
to $213.5 million, from $153.9 million in the same period last year
driven by growth in our existing business and $23.3 million of
additional revenue resulting from the Banner acquisition.
Commercial manufacturing (CMO) revenues for the first quarter increased
$57.3 million, or 46.7 percent, to $180.1 million, from $122.8 million
in the same period last year. Pharmaceutical Development Services'
(PDS) revenues for the first quarter increased $2.3 million, or 7.4
percent, to $33.4 million, from $31.1 million in the same period last
year.
Gross profit for the first quarter increased $28.0 million to $42.4
million, from $14.4 million in the same period last year. The increase
in gross profit was primarily due to higher volumes, operating
efficiencies and favorable material mix.
Loss from continuing operations for the first quarter was $51.4 million,
or 38.4¢ per share, both basic and diluted, compared to a loss from
continuing operations of $19.3 million, or 15.0¢ per share, both basic
and diluted, in the same period last year.
At the end of the first quarter of fiscal 2013, Patheon had liquidity of
$128.1 million, an increase of $24.3 million from the fourth quarter in
2012, from cash and cash equivalents of $55.4 million and $72.7 million
from available lines of credit.
As previously announced on December 14, 2012, Patheon completed the
acquisition of Banner and entered into a new $660.0 million credit
facility, comprised of a $575.0 million term loan facility and an $85.0
million revolving facility. Patheon used the new credit facility to
finance the purchase of Banner, repurchase its then-existing senior
secured notes, repay borrowings outstanding under its previous
revolving credit facility and pay fees and expenses associated with the
transaction. The revolving credit facility is also available for
general corporate purposes.
During the first quarter of fiscal 2013, Patheon incurred expenses of
$29.1 million associated with the refinancing, acquisition-related
costs of $4.4 million and restructuring charges of $4.0 million.
Consistent with Patheon's strategy to strengthen core operations
through network rationalization, the company will be closing the
manufacturing site in Olds, Alberta by the end of fiscal 2013. This
decision resulted in impairment charges of $10.1 million in the first
quarter. In addition, the company expects to incur approximately $3.7
million in severance and retention expenses along with $1.5 million in
closing costs, beginning in the second quarter of fiscal 2013. The
company expects this closure will save an additional amount of
approximately $8 million on an annual basis.
Patheon continues to target annual savings from operational synergies
from the Banner acquisition of approximately $12.5 million. Please
refer to Appendix A of this press release for the initial allocation of
the assets acquired and liabilities assumed in connection with the
Banner acquisition.
2013 Outlook
The company anticipates revenues for the combined enterprise to be in
excess of $1 billion annually.
Conference Call
Patheon will host a conference call and webcast on March 8, 2013 at 10
a.m. Eastern Standard Time. Interested parties are invited to access
the conference call, via telephone, in listen-only mode, toll free at
1-888-231-8191 (U.S., including Puerto Rico) and 1-647-427-7450 (Canada
and International). Listeners are encouraged to dial in five to fifteen
minutes in advance to avoid delays. The webcast and slides will be
available for viewing during the call by accessing Patheon's website at
http://ir.patheon.com/events.cfm.
A telephone replay of the conference call will be available between
March 8, 2013 and March 15, 2013 by dialing 1-855-859-2056 (toll free)
or 1-403-451-9481, and by entering identification number 99069353,
followed by the number key. The webcast and slides will be archived at http://ir.patheon.com/events.cfm.
About Patheon
Patheon Inc. (TSX: PTI) is a leading provider of contract development
and commercial manufacturing services to the global pharmaceutical
industry for a full array of solid and sterile dosage forms. Through
the company's recent acquisition of Banner Pharmacaps - a market leader
in soft gelatin capsule technology - Patheon now also includes a
proprietary products and technology business.
Patheon provides the highest quality products and services to
approximately 300 of the world's leading pharmaceutical and
biotechnology companies. The company's integrated network consists of
18 locations, including 14 commercial contract manufacturing facilities
and 12 development centers across North America and Europe. Patheon
enables customer products to be launched with confidence anywhere in
the world. For more information visit www.patheon.com.
Use of Non-GAAP Financial Measures
Commencing with the first quarter of fiscal 2013, we revised our
calculation of Adjusted EBITDA to exclude stock-based compensation
expense, consulting costs related to our operational initiatives and
purchase accounting adjustments. We believe that excluding these items
from Adjusted EBITDA better reflects our underlying performance. Based
on the revisions to the definition of Adjusted EBITDA, we have recast
the presentation of Adjusted EBITDA for the three months ended January
31, 2012 to be consistent with the current period presentation. Our
Adjusted EBITDA (as revised) is now income (loss) from continuing
operations before repositioning expenses, interest expense, foreign
exchange losses reclassified from other comprehensive income (loss),
refinancing expenses, acquisition-related costs, gains and losses on
sale of capital assets, income taxes, asset impairment charges,
depreciation and amortization, stock-based compensation expense,
consulting costs related to our operational initiatives, purchase
accounting adjustments and other income and expenses. Since Adjusted
EBITDA is a non-GAAP measure that does not have a standardized meaning,
it may not be comparable to similar measures presented by other
issuers. Readers are cautioned that Adjusted EBITDA should not be
construed as an alternative to net income (loss) determined in
accordance with U.S. GAAP as an indicator of performance. Adjusted
EBITDA is used by management as an internal measure of profitability.
We have included Adjusted EBITDA because we believe that this measure
is used by certain investors to assess our financial performance before
non-cash charges and certain costs that we do not believe are
reflective of our underlying business. An Adjusted EBITDA
reconciliation of these amounts to the closest U.S. GAAP measure is
included with the financial statements in this press release.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements which reflect our
expectations regarding our future growth, results of operations,
performance (both operational and financial) and business prospects and
opportunities. All statements, other than statements of historical
fact, are forward-looking statements. Wherever possible, words such as
"plans", "expects" or "does not expect", "forecasts", "anticipates" or
"does not anticipate", "believes", "intends" and similar expressions or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved
have been used to identify these forward-looking statements. Although
the forward-looking statements contained in this press release reflect
our current assumptions based upon information currently available to
us and based upon what we believe to be reasonable assumptions, we
cannot be certain that actual results will be consistent with these
forward-looking statements. Our current material assumptions include
assumptions related to customer volumes, regulatory compliance, foreign
exchange rates, employee severance costs associated with termination,
and projected integration savings related to our acquisition of Banner.
Forward-looking statements necessarily involve significant known and
unknown risks, assumptions and uncertainties that may cause our actual
results, performance, prospects and opportunities in future periods to
differ materially from those expressed or implied by such
forward-looking statements. These risks and uncertainties include,
among other things, risks related to international operations and
foreign currency fluctuations; customer demand for our services;
regulatory matters affecting manufacturing and pharmaceutical
development services; impacts of acquisitions, divestitures and
restructurings, including our ability to achieve our intended
objectives with respect to such transactions and integrate businesses
that we may acquire; implementation of our new corporate strategy; our
ability to effectively transfer business between facilities; the global
economic environment; our exposure to complex production issues; our
substantial financial leverage; interest rate risks; potential
environmental, health and safety liabilities; credit and customer
concentration; competition; rapid technological change; product
liability claims; intellectual property; the existence of a significant
shareholder; supply arrangements; pension plans; derivative financial
instruments; and our dependence upon key management, scientific and
technical personnel. For additional information regarding risks and
uncertainties that could affect our business, please see Item 1A "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended
October 31, 2012 and our subsequent filings with the U.S. Securities
and Exchange Commission and with the Canadian Securities
Administrators. Although we have attempted to identify important risks
and factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements,
there may be other factors and risks that cause actions, events or
results not to be as anticipated, estimated or intended. There can be
no assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. These forward-looking
statements are made as of the date of this press release and, except as
required by law, we assume no obligation to update or revise them to
reflect new events or circumstances.
|
|
|
Patheon Inc.
CONSOLIDATED BALANCE SHEETS
(unaudited)
|
|
|
|
|
As of January 31,
2013
|
|
As of October 31,
2012
|
|
(in millions of U.S. dollars)
|
$
|
|
$
|
|
Assets
|
|
|
|
|
Current
|
|
|
|
|
|
Cash and cash equivalents
|
55.4
|
|
39.4
|
|
|
Accounts receivable
|
168.7
|
|
161.7
|
|
|
Inventories
|
141.7
|
|
82.3
|
|
|
Income taxes receivable
|
6.3
|
|
0.4
|
|
|
Prepaid expenses and other
|
11.4
|
|
11.9
|
|
|
Deferred tax assets - short-term
|
6.3
|
|
4.3
|
|
Total current assets
|
389.8
|
|
300.0
|
|
Capital assets
|
502.4
|
|
416.4
|
|
Intangible assets
|
74.4
|
|
-
|
|
Deferred financing costs
|
21.7
|
|
4.9
|
|
Deferred tax assets
|
1.3
|
|
-
|
|
Goodwill
|
43.9
|
|
3.5
|
|
Investments
|
7.2
|
|
6.3
|
|
Other long-term assets
|
12.2
|
|
11.8
|
|
Total assets
|
1,052.9
|
|
742.9
|
|
Liabilities and shareholders' equity
|
|
|
|
|
Current
|
|
|
|
|
|
Short-term borrowings
|
0.6
|
|
2.4
|
|
|
Accounts payable and accrued liabilities
|
193.1
|
|
186.2
|
|
|
Income taxes payable
|
7.4
|
|
5.7
|
|
|
Deferred revenues - short-term
|
17.6
|
|
13.9
|
|
|
Deferred tax liabilities - short-term
|
1.6
|
|
-
|
|
|
Current portion of long-term debt
|
5.8
|
|
-
|
|
Total current liabilities
|
226.1
|
|
208.2
|
|
Long-term debt
|
583.2
|
|
310.7
|
|
Deferred revenues
|
24.9
|
|
28.9
|
|
Deferred tax liabilities
|
55.6
|
|
23.0
|
|
Other long-term liabilities
|
47.5
|
|
47.8
|
|
Total liabilities
|
937.3
|
|
618.6
|
|
Shareholders' equity
|
|
|
|
|
|
Restricted voting shares
|
606.0
|
|
572.5
|
|
|
Contributed surplus
|
15.8
|
|
16.5
|
|
|
Accumulated deficit
|
(530.0)
|
|
(478.6)
|
|
|
Accumulated other comprehensive income
|
23.8
|
|
13.9
|
|
Total shareholders' equity
|
115.6
|
|
124.3
|
|
Total liabilities and shareholders' equity
|
1,052.9
|
|
742.9
|
|
|
|
|
|
|
|
|
Patheon Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
|
|
|
|
|
Three months ended January 31,
|
|
|
2013
|
|
2012
|
|
(in millions of U.S. dollars, except per share information)
|
$
|
|
$
|
|
Revenues
|
213.5
|
|
153.9
|
|
Cost of goods sold
|
171.1
|
|
139.5
|
|
Gross profit
|
42.4
|
|
14.4
|
|
Selling, general and administrative expenses
|
35.2
|
|
34.5
|
|
Research and development
|
1.3
|
|
-
|
|
Repositioning expenses
|
4.0
|
|
0.8
|
|
Acquisition-related costs
|
4.4
|
|
-
|
|
Impairment charge
|
10.1
|
|
-
|
|
Gain on sale of capital assets
|
(0.3)
|
|
-
|
|
Operating loss
|
(12.3)
|
|
(20.9)
|
|
Interest expense, net
|
9.8
|
|
6.5
|
|
Foreign exchange loss (gain), net
|
0.8
|
|
(0.3)
|
|
Refinancing expenses
|
29.1
|
|
-
|
|
Other income, net
|
(0.4)
|
|
(0.1)
|
|
Loss from continuing operations before income taxes
|
(51.6)
|
|
(27.0)
|
|
Benefit from income taxes
|
(0.2)
|
|
(7.7)
|
|
Loss from continuing operations
|
(51.4)
|
|
(19.3)
|
|
Loss from discontinued operations
|
-
|
|
(0.1)
|
|
Net loss attributable to restricted voting shareholders
|
(51.4)
|
|
(19.4)
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
|
|
|
|
From continuing operations
|
($0.384)
|
|
($0.149)
|
|
|
From discontinued operations
|
-
|
|
($0.001)
|
|
|
|
Net loss per share, basic and diluted
|
($0.384)
|
|
($0.150)
|
|
Weighted-average number of shares outstanding (in thousands)
|
|
|
|
|
Basic
|
133,849
|
|
129,639
|
|
Diluted
|
133,849
|
|
129,639
|
|
|
|
|
|
|
|
|
Patheon Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
|
|
Three months ended January 31,
|
|
|
2013
|
|
2012
|
|
(in millions of U.S. dollars)
|
$
|
|
$
|
|
Operating activities
|
|
|
|
|
|
Loss from continuing operations
|
(51.4)
|
|
(19.3)
|
|
|
Adjustments to reconcile loss from continuing operations to cash
(used in) provided by operating activities
|
|
|
|
|
|
|
Depreciation and amortization
|
11.0
|
|
10.6
|
|
|
|
Impairment charge
|
10.1
|
|
-
|
|
|
|
Foreign exchange loss on debt
|
0.1
|
|
-
|
|
|
|
Other non-cash interest
|
4.9
|
|
0.3
|
|
|
|
Change in other long-term assets and liabilities
|
(1.6)
|
|
(0.5)
|
|
|
|
Deferred income taxes
|
(1.0)
|
|
(0.9)
|
|
|
|
Amortization of deferred revenues
|
(4.2)
|
|
(2.4)
|
|
|
|
Gain on sale of capital assets
|
(0.3)
|
|
-
|
|
|
|
Stock-based compensation expense
|
0.8
|
|
1.0
|
|
|
(31.6)
|
|
(11.2)
|
|
|
Net change in non-cash working capital balances related to continuing
operations
|
19.7
|
|
16.1
|
|
|
Increase in deferred revenues
|
5.6
|
|
5.3
|
|
|
Cash (used in) provided by operating activities of continuing operations
|
(6.3)
|
|
10.2
|
|
|
Cash used in operating activities of discontinued operations
|
-
|
|
(0.3)
|
|
Cash (used in) provided by operating activities
|
(6.3)
|
|
9.9
|
|
Investing activities
|
|
|
|
|
|
Additions to capital assets
|
(8.4)
|
|
(6.5)
|
|
|
Proceeds on sale of capital assets
|
0.4
|
|
-
|
|
|
Acquisitions, net of cash acquired
|
(258.9)
|
|
-
|
|
Cash used in investing activities
|
(266.9)
|
|
(6.5)
|
|
Financing activities
|
|
|
|
|
|
Decrease in short-term borrowings
|
-
|
|
(1.3)
|
|
|
Proceeds from long-term borrowings
|
592.1
|
|
-
|
|
|
Increase in deferred financing costs
|
(21.7)
|
|
-
|
|
|
Repayment of debt, net of penalty payment
|
(315.8)
|
|
(1.6)
|
|
|
Share issuance costs
|
(0.9)
|
|
-
|
|
|
Proceeds on issuance of restricted voting shares
|
32.9
|
|
-
|
|
Cash provided by (used in) financing activities
|
286.6
|
|
(2.9)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
2.6
|
|
(1.4)
|
|
Net increase (decrease) in cash and cash equivalents during the period
|
16.0
|
|
(0.9)
|
|
Cash and cash equivalents, beginning of period
|
39.4
|
|
33.4
|
|
Cash and cash equivalents, end of period
|
55.4
|
|
32.5
|
|
|
|
|
|
|
|
|
ADJUSTED EBITDA BRIDGE
(unaudited)
|
|
|
|
|
Three months ended January 31,
|
|
|
2013
|
|
2012
|
|
(in millions of U.S. dollars)
|
$
|
|
$
|
|
Total Adjusted EBITDA
|
19.8
|
|
(1.9)
|
|
Depreciation and amortization
|
(11.0)
|
|
(10.6)
|
|
Repositioning expenses
|
(4.0)
|
|
(0.8)
|
|
Acquisition-related costs
|
(4.4)
|
|
-
|
|
Interest expense, net
|
(9.8)
|
|
(6.5)
|
|
Impairment charge
|
(10.1)
|
|
-
|
|
Gain on sale of capital assets
|
0.3
|
|
-
|
|
Benefit from income taxes
|
0.2
|
|
7.7
|
|
Refinancing expenses
|
(29.1)
|
|
-
|
|
Operational initiatives related consulting costs
|
(0.1)
|
|
(6.3)
|
|
Stock-based compensation expense
|
(0.8)
|
|
(1.0)
|
|
Purchase accounting adjustments
|
(2.9)
|
|
-
|
|
Other
|
0.5
|
|
0.1
|
|
Loss from continuing operations
|
(51.4)
|
|
(19.3)
|
|
|
|
|
|
|
|
APPENDIX A
INITIAL PURCHASE PRICE ALLOCATION
(unaudited)
|
|
|
|
(in millions of U.S. dollars)
|
|
|
|
|
Cash and cash equivalents
|
|
12.7
|
|
|
Accounts receivable
|
|
55.1
|
|
|
Inventories
|
|
54.2
|
|
|
Income taxes receivable
|
|
4.3
|
|
|
Prepaid expenses and other
|
|
3.6
|
|
|
Deferred tax assets - short-term
|
|
1.7
|
|
|
Capital assets
|
|
90.7
|
|
|
Intangible assets
|
|
75.1
|
|
|
Goodwill
|
|
40.5
|
|
|
Deferred tax assets - long-term
|
|
0.1
|
|
|
Other long-term assets
|
|
0.3
|
|
|
Total Assets
|
|
338.3
|
|
|
Accounts payable and accrued liabilities
|
|
32.6
|
|
|
Deferred tax liabilities - short-term
|
|
0.4
|
|
|
Other long-term liabilities
|
|
1.4
|
|
|
Deferred tax liabilities - long-term
|
|
32.3
|
|
|
|
|
|
|
Purchase Price
|
$
|
271.6
|
©2012 PR Newswire. All Rights Reserved.