ABII » Topics » Allocated Expenses

These excerpts taken from the ABII 10-K filed Mar 12, 2010.

Allocated Expenses

Up to the date of the separation and related transactions on November 13, 2007, our product development and general and administrative functions were fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. To the extent that an asset, liability, revenue, or expense is directly associated with us, it is reflected in the accompanying consolidated and combined financial statements. In addition, Old Abraxis provided manufacturing services to us at cost. After the distribution, certain of these arrangements have continued on a temporary basis for a period generally not to exceed 24 months (or four or five years with respect to the manufacturing arrangement and real estate leases). The accompanying consolidated and combined financial statements reflect the application of certain estimates and allocations for periods before November 13,

 

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2007 and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $33.3 million and $25.8 million for the years ended December 31, 2007 and 2006, respectively. The financial information in these consolidated and combined financial statements does not include all the expenses that would have been incurred had we been a separate, stand-alone entity for the periods prior to November 13, 2007. As such, the consolidated and combined financial statements for periods prior to and including November 13, 2007 may not be indicative of our future performance and do not necessarily reflect what our consolidated and combined results of operations, financial position, and cash flows would have been had we operated as an independent, publicly-traded company during the periods presented, including changes in our capitalization as a result of the separation and related transactions.

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the 2007 separation, certain of these arrangements (see

 

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above) continued on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. For periods prior to the 2007 separation, the consolidated and combined financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $33.3 million for the year ended December 31, 2007.

These excerpts taken from the ABII 10-K filed Mar 6, 2009.

Allocated Expenses

Up to the date of the separation and related transactions on November 13, 2007, our product development and general and administrative functions were fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. To the extent that an asset, liability, revenue, or expense is directly associated with us, it is reflected in the accompanying consolidated and combined financial statements. In addition, Old Abraxis provided manufacturing services to us at cost. After the distribution, certain of these arrangements have continued on a temporary basis for a period generally not to exceed 24 months (or four or five years with respect to the manufacturing arrangement and real estate leases). The accompanying consolidated and combined financial statements reflect the application of certain estimates and allocations for periods before November 13, 2007 and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $33.3 million and $25.8 million for the years ended December 31, 2007 and 2006, respectively. The financial information in these consolidated and combined financial statements does not include all the expenses that would have been incurred had we been a separate, stand-alone entity for the periods prior to November 13, 2007. As such, the consolidated and combined financial statements for periods prior to and including November 13, 2007 may not be indicative of our future performance and do not necessarily reflect what our consolidated and combined results of operations, financial position, and cash flows would have been had we operated as an independent, publicly-traded company during the periods presented, including changes in our capitalization as a result of the separation and related transactions.

 

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Allocated Expenses

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Up to the date of the separation and related transactions on November 13, 2007, our product development and general and administrative functions were
fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. To the extent that an asset, liability, revenue, or
expense is directly associated with us, it is reflected in the accompanying consolidated and combined financial statements. In addition, Old Abraxis provided manufacturing services to us at cost. After the distribution, certain of these arrangements
have continued on a temporary basis for a period generally not to exceed 24 months (or four or five years with respect to the manufacturing arrangement and real estate leases). The accompanying consolidated and combined financial statements reflect
the application of certain estimates and allocations for periods before November 13, 2007 and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales,
square footage and management knowledge. These allocated operating expenses totaled $33.3 million and $25.8 million for the years ended December 31, 2007 and 2006, respectively. The financial information in these consolidated and combined
financial statements does not include all the expenses that would have been incurred had we been a separate, stand-alone entity for the periods prior to November 13, 2007. As such, the consolidated and combined financial statements for periods
prior to and including November 13, 2007 may not be indicative of our future performance and do not necessarily reflect what our consolidated and combined results of operations, financial position, and cash flows would have been had we operated
as an independent, publicly-traded company during the periods presented, including changes in our capitalization as a result of the separation and related transactions.

 


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Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the 2007 separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. For periods prior to the 2007 separation, the consolidated and combined financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $33.3 million and $25.8 million for the years ended December 31, 2007 and 2006, respectively.

Allocated Expenses

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including product
development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the 2007 separation,
certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. For periods prior to the 2007
separation, the consolidated and combined financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include
relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $33.3 million and $25.8 million for the years ended December 31, 2007 and 2006, respectively.

STYLE="margin-top:18px;margin-bottom:0px">8. Leases and Commitments

Leases

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We have entered into various operating lease agreements for warehouses, office space, automobiles, communications, information technology equipment and
software and office equipment, including real estate leases as described in Note 7—Related Party Transactions. Rental expense amounted to $10.1 million, $5.6 million and $3.3 million for the years ended December 31, 2008, 2007 and
2006, respectively.

As of December 31, 2008, future annual minimum lease payments related to non-cancelable operating leases,
including amounts pertaining to related party leases are as follows:

 






























































































Year

  Total
Amount
  Related
Party
   (in thousands)

2009

  $6,644  $39

2010

   5,961   39

2011

   4,968   39

2012

   2,530   39

2013

   1,213   —  

Thereafter

   1,991   —  
        
  $23,307  $156
        

Purchase Obligations

FACE="Times New Roman" SIZE="2">As of December 31, 2008, we purchased all of our approved paclitaxel supply from one supplier. We believe our supply risk with respect to this supplier is minimal given that the supplier is well-regarded within
the industry and we have not historically experienced supply shortages with this supplier. Additionally, we maintain an adequate safety stock supply of paclitaxel to mitigate any supply disruption. As of December 31, 2008 and 2007, our
inventory included $34.4 million and $35.9 million, respectively, of paclitaxel. As of December 31, 2008, we have no commitment agreement to purchase any paclitaxel in 2009.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We also have other material supply agreements that require us to purchase approximately $26.6 million of material supply in each of the next five years.

Clinical Trial and Other Commitments

SIZE="2">We have entered into various clinical trial agreements with third parties for the management, planning and execution of clinical trials. These agreements generally include milestone payments based on the number of patients enrolled in the
clinical study. If all milestones in these agreements were achieved, related milestone

 


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commitments to be paid by us in 2009 through 2013 would approximate $42.6 million. Based on our current estimates of patient enrollment, approximately $8
million would be payable in 2009, approximately $13.6 million would be payable in 2010, approximately $9 million would be payable in 2011, approximately $6 million would be payable in 2012 and approximately $6 million would be payable in
2013.

We own a library of natural drug discovery soil samples and related strains acquired from around the world, which is intended for
use in the discovery of new chemical entities. We are committed to paying up to $4.2 million upon the achievement of certain milestones related to these libraries, which we expect to occur within the next five years.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have entered into various collaborative agreements under which we have agreed to provide funding to academic and clinical trial organizations of up to
$65.5 million for research and other projects over the next five years. Even though we cannot predict the timing, we generally can control the timing and amount of spending as the projects require our approval in advance of funding.

STYLE="margin-top:18px;margin-bottom:0px">9. Employee Benefit Plan

Following the 2007
separation, we adopted and our employees became eligible to participate in a defined contribution plan intended to be tax-qualified. APP cooperated with us to transfer the account balances of our employees to the defined contribution plan adopted by
us. We adopted the defined contribution plan in the first quarter of 2008. Prior to the 2007 separation, Old Abraxis sponsored a 401(k) defined-contribution plan, or 401(k) Plan, covering substantially all eligible employees. Employee contributions
to the 401(k) Plan are voluntary. Participants’ contributions are limited to their annual tax deferred contribution limit as allowed by the Internal Revenue Service. Our total matching contributions to our 401(k) Plan in 2008 and Old
Abraxis’ 401(k) Plan in 2007 and 2006 were $1.8 million, $1.4 million and $0.9 million for the years ended December 31, 2008, 2007 and 2006, respectively.

FACE="Times New Roman" SIZE="2">10. Stockholders’ Equity

For all periods prior to November 13, 2007, Old Abraxis’
investment in our proprietary products businesses is shown as parent company investment in the consolidated and combined financial statements. Parent company investment represents the historical investment of capital in us, our accumulated net
earnings after taxes, and the net effect of transactions with and allocations from Old Abraxis. See Note 7—Related Party Transactions for additional information regarding the allocation to us of various expenses incurred by Old
Abraxis.

On November 13, 2007, Old Abraxis completed a distribution of one share of our common stock (par value of $0.001) for every
four shares of Old Abraxis common stock. Following the separation, we had 40.0 million shares of common stock outstanding. After the separation adjustments were recorded on November 13, 2007, the remaining parent company investment
balance, which includes all earnings prior to the separation, was transferred to additional paid in capital. Net (loss) income subsequent to the separation is included in retained earnings.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Registration Rights

Pursuant
to a registration rights agreement, Old Abraxis granted registration rights to the former ABI stockholders (including our Chief Executive Officer and entities affiliated with him) with respect to all 86,096,523 shares of Old Abraxis common stock
they received in the 2006 Merger. Under the terms of the registration rights agreement, any securities issued or issuable in respect of Old Abraxis common stock (including our common stock) would have the benefits of the registration rights
agreement. Accordingly, in connection with the separation, we entered into a new registration rights agreement with the former ABI shareholders with respect to 21,524,130 shares of our common stock containing provisions substantially identical to
the registration rights agreement entered into in connection with the 2006 Merger.

 


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These stockholders have the right to require us to register all or a portion of the shares of our common
stock they receive in the distribution. In addition, these stockholders may require us to include their shares in future registration statements that we file and may require us to register their shares for resale on a Form S-3 registration
statement. Upon registration, the registered shares generally will be freely tradeable in the public market without restriction. However, in connection with any underwritten offering, the stockholders will agree to lock up any other shares for up to
90 days and will agree to a limit on the maximum number of shares that can be registered for the account of these holders under so-called “shelf” registration statements.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Except for underwriters discounts and commissions and certain marketing expenses, we will be obligated to pay all expenses for the first eight
registration statements filed upon the request of a holder of registrable securities, and any other or additional expenses of registration are to be borne by the holders of registrable securities on a pro rata basis. These registration rights are
subject to some conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares included in registration. We will be obligated to indemnify the holders of these registration rights, and each selling
holder will be obligated to indemnify us, against specified liabilities under the Securities Act of 1933, the Securities Exchange Act of 1934 and other applicable federal and state laws.

FACE="Times New Roman" SIZE="2">11. Stock-Based Compensation

This excerpt taken from the ABII 10-Q filed Nov 14, 2008.

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three and nine months ended September 30, 2007 reflect the application of certain estimates and allocations, and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $8.8 million and $27.9 million for the three and nine months ended September 30, 2007, respectively.

This excerpt taken from the ABII 10-Q filed Aug 14, 2008.

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three and six months ended June 30, 2007 reflect the application of certain estimates and allocations, and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $15.2 million and $31.1 million for the three and six months ended June 30, 2007, respectively.

This excerpt taken from the ABII 10-Q filed May 15, 2008.

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three months ended March 31, 2007 reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled of $15.9 million for the three months ended March 31, 2007.

These excerpts taken from the ABII 10-K filed Mar 31, 2008.

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The consolidated and combined financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled of $33.3 million, $25.8 million and $13.2 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Allocated
Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old
Abraxis, including product development, accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After
the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The consolidated
and combined financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales,
square footage and management knowledge. These allocated operating expenses totaled of $33.3 million, $25.8 million and $13.2 million for the years ended December 31, 2007, 2006 and 2005, respectively.

STYLE="margin-top:18px;margin-bottom:0px">7. Leases and Commitments

We have entered into
various operating lease agreements for warehouses, office space, automobiles, communications, information technology equipment and software and office equipment, including real estate leases as described in Note 6—Related Party
Transactions
. Rental expense amounted to $5.6 million, $3.3 million and $1.2 million for the years ended December 31, 2007, 2006 and 2005, respectively.

SIZE="1"> 


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As of December 31, 2007, future annual minimum lease payments related to non-cancelable operating
leases, including amounts pertaining to related party leases are as follows:

 






























































































Year

  Total
Amount
  Related
Party
   (in thousands)

2008

  $6,420  $39

2009

   5,296   39

2010

   4,708   39

2011

   3,842   39

2012

   1,933   39

Thereafter

   3,032   —  
        
  $25,231  $195
        

"Allocated Expenses" elsewhere:

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