Outstanding

More documents

Recommendations

Info

13. Business Acquisitions [cont’d] The acquisition was accounted for using the purchase method. The results of Isotechnika’s operations have been included in the Company’s results since June 18, 2009, the effective date of acquisition. The total purchase price of $10,689 was allocated to the fair value of the net assets acquired in the amount of $47,204, representing negative goodwill in the amount of the excess of $36,515. The Company, as per applicable accounting standards, eliminated the value previously assigned to certain prescribed assets in the amount of $7,098 against the excess of the amounts assigned to assets acquired and undiscounted liabilities assumed over the cost of the purchase above. The remaining excess is presented as an extraordinary gain in the amount of $29,417. The purchase price was preliminarily allocated as follows: Purchase price allocation $ Cash 1,565 Current assets 627 Future income tax assets 39,440 Current liabilities (1,526) Consideration represented by: 40,106 Cash paid 7,594 Balance of sale payable 2,565 Acquisition costs 530 10,689 Extraordinary gain [net of $nil taxes] 29,417 The Company is in the process of finalizing the purchase price allocation which will be completed during 2010. 2008 — ViRexx Medical Corp. acquisition On December 23, 2008, the Company acquired all the issued and outstanding shares of ViRexx Medical Corp. [“ViRexx”][TSX: VIR] [AMEX: REX] in accordance with an Order for Reorganization led by ViRexx’s appointed Trustee, whereby the Company paid $1,446 in cash. In addition, the Company agreed to a contractual right of payment of an amount up to $2,500 in the aggregate to former ViRexx shareholders, if certain conditions are met, including the Company receiving at least $4,000 in connection with certain ViRexx assets, prior to December 31, 2009. The Company had not received funds with respect to this contractual right which would generate a contractual amount payable as at December 31, 2009. The Company also incurred transaction costs in the amount of $196, included in the cash payment above, in connection with the acquisition. ViRexx is a Canadian-based biotech company focused on developing innovative-targeted therapeutic products and was subsequently wound up into the Company on December 23, 2008. The acquisition was accounted for using the purchase method. The results of ViRexx’s operations have been included in the Company’s results since December 23, 2008, the date of acquisition. The Company, using information currently available has estimated the fair value of the contingent consideration described above to be $nil. The total purchase price of $1,446 was allocated to the fair value of the net assets acquired in the amount of $7,951, representing negative goodwill in the amount of the excess of $6,505. The Company, as per applicable accounting standards, eliminated the value previously assigned to certain prescribed assets in the amount of $2,433 against the excess of the amounts assigned to assets acquired and liabilities assumed over the cost of the purchase above. The remaining excess is presented as an extraordinary gain in the amount of $4,072. The purchase price was allocated as follows: Purchase price allocation $ Cash 27 Future income tax assets 6,056 Current liabilities (565) Consideration represented by: Cash paid 1,446 Extraordinary gain [net of $nil taxes] 4,072 5,518 50 — Paladin Annual Report 2009
14. Related Party Transactions Joddes Limited [“Joddes”], a private Canadian corporation, together with its affiliates, owns in aggregate approximately 38% of the outstanding shares of the Company, and one director of the Company, the Company’s President and CEO, is related to this group. The Company engages a wholly-owned subsidiary of Joddes to provide logistics services including: customer service, warehousing, shipping, invoicing, collection services and certain manufacturing and selling services on behalf of the Company. The Company also engages this affiliate to perform certain research and development services on a contractual pay-for-use basis. In addition, the Company leases its office facilities from another wholly-owned subsidiary of Joddes. This lease is for a period of 10 years, ending in 2013 and includes minimum annual payments for a total remaining committed amount of $706 as at December 31, 2009 and is included in the purchase and service based commitments in Note 18. The Company has also entered into contractual royalty agreements with a wholly-owned subsidiary of Joddes for certain legacy and over-the-counter products. The terms of these arrangements vary whereby the Company may earn a royalty fee based on certain established terms relating to the net sales of the respective products such as through a percentage of net sales, certain guaranteed minimum annual payments, or as a percentage of a defined product contribution. Effective November 1, 2006, the Company acquired the Canadian distribution rights to Metadol ® from a wholly-owned subsidiary of Joddes for cash consideration of $15,000. Under the terms of the agreement, the Company can purchase the Canadian license for Metadol ® on the fourth anniversary of the agreement for $1 and can receive a reimbursement of up to $3,750 subject to certain acquisition related conditions. As at December 31, 2009, the Company has not received or earned any reimbursement. The acquisition of the Canadian distribution rights to Metadol ® was not in the normal course of operations and was recorded at an agreed upon exchange amount in accordance with the requirements of accounting standard CICA 3840. The Company owns a 19% interest in the common shares of IsoPharma and considers this investment a related party. The Company, in conjunction with the business combination discussed in Note 13, settled with IsoPharma on December 31, 2009 the balance of sale contingently payable over a seven-year period for an amount of $1,991, of which $1,650 is payable on February 28, 2010 and $341, representing the discounted present value, is payable on January 31, 2011 if certain conditions are met. This transaction was not in the normal course of operations and was recorded at an agreed upon exchange amount in accordance with the requirements of accounting standard CICA 3840. Furthermore, the Company is committed to research and development service payments with IsoPharma, as further discussed in Note 13, in the amount of $2,375 as at December 31, 2009 that are included in the purchase and service based commitments in Note 18. All transactions with related parties, except for the Metadol ® and IsoPharma transactions described above, are carried out in the normal course of operations, and are recorded at an agreed upon exchange amount. The accounts payable to related parties are on normal commercial terms and conditions and are non-interest bearing. The table below reflects all transactions and services with related parties carried in the normal course of operations, which include those referred to in the agreements described above, as well as revenues from a wholly-owned subsidiary of Joddes: 2009 2008 $ $ Revenues 3,962 3,672 Purchases 8,549 13,314 Selling and marketing 5,893 4,441 Research and development 2,484 449 General and administrative 570 389 Notes to Consolidated Financial Statements —51
Page 1 and 2: Outstanding. 2009 Annual Report 1
Page 3 and 4: “There are many easy ways to make
Page 5 and 6: Standing up for patients. At Paladi
Page 7 and 8: Standing out with our products. We
Page 9 and 10: Standing with our partners. As we c
Page 11 and 12: • June 2009: We launched Twinject
Page 13 and 14: In closing There are many easy ways
Page 15 and 16: Table of Contents 01 Financial High
Page 17 and 18: Management’s Discussion and Analy
Page 19 and 20: Critical Accounting Estimates Palad
Page 21 and 22: Recently Adopted Accounting Standar
Page 23 and 24: Results of Operations Year ended De
Page 25 and 26: During the year ended December 31,
Page 27 and 28: Liquidity and Capital Resources The
Page 29 and 30: The results of Isotechnika’s oper
Page 31 and 32: Product revenues highlights for the
Page 33 and 34: Financial Instruments The Company
Page 35 and 36: Contractual Obligations and Commitm
Page 37 and 38: Consolidated Balance Sheets As at D
Page 39 and 40: Consolidated Statements of Cash Flo
Page 41 and 42: Notes to Consolidated Financial Sta
Page 43 and 44: 2. Basis of Presentation and Signif
Page 45 and 46: 3. Changes in Accounting Policies R
Page 47 and 48: 9. Pharmaceutical Product Licenses
Page 49 and 50: 10. Investments [cont’d] Prior to
Page 51: 12. Other Paid-In Capital The chang
Page 55 and 56: 16. Income Taxes [cont’d] 2009 20
Page 57 and 58: 17. Earnings Per Share The followin
Page 59 and 60: 19. Financial Instruments [cont’d
Page 61 and 62: 20. Supplemental Disclosure for Con
Page 63 and 64: Our Management Team Jonathan Ross G
Page 65 and 66: Licensing Advisory Board (Lab) Dr.
Page 67: Paladin Labs Inc. 6111 Royalmount A

Outstanding

Create successful ePaper yourself

Delete template?

Save as template?