ABII » Topics » We have limited history operating as an independent company, and we may be unable to make the changes necessary to operate successfully as an independent company.

This excerpt taken from the ABII 10-Q filed May 8, 2009.

We have limited history operating as an independent company, and we may be unable to make the changes necessary to operate successfully as an independent company.

Prior to the separation, our business was operated by Old Abraxis as part of its broader corporate organization rather than as a stand-alone company. Old Abraxis assisted us by providing financing and corporate functions such as human resources, information technology, internal audit, tax and accounting functions. APP has no obligation to provide assistance to us other than certain interim services. These interim services include, among other things, manufacturing services, information technology services, accounting and finance services and human resources support. Because our business has not recently been operated as an independent company, we cannot assure you that we will be able to successfully implement the changes necessary to operate independently or that we will not incur additional costs operating independently that would have a negative effect on our business, results of operations and financial condition.

In addition, prior to the separation, our business was able to leverage Old Abraxis’ size, relationships and purchasing power in procuring goods, services and technology (including office supplies, computer software licenses and equipment), travel and all employee benefits plans for which per employee cost was based on number of lives covered. Our separation from Old Abraxis has had a significant impact on the per employee cost for certain coverage such as health care and disability.

We are in the process of creating our own, or engaging third parties to provide, systems and business functions to replace many of the systems and business functions Old Abraxis provided to us. We will also need to make significant investments to develop our independent ability to operate without Old Abraxis’ existing operational and administrative infrastructure. These initiatives will be costly to implement, and we may not be successful in implementing these systems and business functions.

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

We have limited history operating as an independent company, and we may be unable to make the changes necessary to operate successfully as an independent company.

Prior to the separation, our business was operated by Old Abraxis as part of its broader corporate organization rather than as a stand-alone company. Old Abraxis assisted us by providing financing and corporate functions such as human resources, information technology, internal audit, tax and accounting functions. APP has no obligation to provide assistance to us other than certain interim services. These interim services include, among other things, manufacturing services, information technology services, accounting and finance services and human resources support. Because our business has not recently been operated as an independent company, we cannot assure you that we will be able to successfully implement the changes necessary to operate independently or that we will not incur additional costs operating independently that would have a negative effect on our business, results of operations and financial condition.

In addition, prior to the separation, our business was able to leverage Old Abraxis’ size, relationships and purchasing power in procuring goods, services and technology (including office supplies, computer software licenses and equipment), travel and all employee benefits plans for which per employee cost was based on number of lives covered. Our separation from Old Abraxis has had a significant impact on the per employee cost for certain coverage such as health care and disability.

We are in the process of creating our own, or engaging third parties to provide, systems and business functions to replace many of the systems and business functions Old Abraxis provided to us. We will also need to make significant investments to develop our independent ability to operate without Old Abraxis’ existing operational and administrative infrastructure. These initiatives will be costly to implement, and we may not be successful in implementing these systems and business functions.

 

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We have limited history operating as an independent company, and we may be unable to make the changes necessary to operate
successfully as an independent company.

Prior to the separation, our business was operated by Old Abraxis as part of its broader
corporate organization rather than as a stand-alone company. Old Abraxis assisted us by providing financing and corporate functions such as human resources, information technology, internal audit, tax and accounting functions. APP has no obligation
to provide assistance to us other than certain interim services. These interim services include, among other things, manufacturing services, information technology services, accounting and finance services and human resources support. Because our
business has not recently been operated as an independent company, we cannot assure you that we will be able to successfully implement the changes necessary to operate independently or that we will not incur additional costs operating independently
that would have a negative effect on our business, results of operations and financial condition.

In addition, prior to the separation,
our business was able to leverage Old Abraxis’ size, relationships and purchasing power in procuring goods, services and technology (including office supplies, computer software licenses and equipment), travel and all employee benefits plans
for which per employee cost was based on number of lives covered. Our separation from Old Abraxis has had a significant impact on the per employee cost for certain coverage such as health care and disability.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We are in the process of creating our own, or engaging third parties to provide, systems and business functions to replace many of the systems and
business functions Old Abraxis provided to us. We will also need to make significant investments to develop our independent ability to operate without Old Abraxis’ existing operational and administrative infrastructure. These initiatives will
be costly to implement, and we may not be successful in implementing these systems and business functions.

 


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Our historical financial information may not be representative of our future results as an independent company.

The historical financial information for periods prior to our separation on November 13, 2007 may not reflect what our results of
operations, financial position and cash flows would have been had we been an independent company for those periods. This is primarily because:

 







  

our historical financial information reflects allocations for services historically provided to us by Old Abraxis, which allocations may not reflect the costs we
would have incurred for similar services as an independent company; and

 







  

our historical financial information does not reflect changes that we incurred or expect to incur as a result of our separation from Old Abraxis, including changes
in the cost structure, personnel needs, financing and operations of the contributed business as a result of the separation from Old Abraxis and from reduced economies of scale.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, we are now responsible for the additional costs associated with being an independent public company, including costs related to corporate
governance and listed and registered securities. Therefore, our historical financial statements before the separation on November 13, 2007 may not be indicative of our current or future performance as an independent company.

STYLE="margin-top:12px;margin-bottom:0px">Our separation from Old Abraxis may present significant challenges.

FACE="Times New Roman" SIZE="2">There is a significant degree of difficulty and management distraction inherent in having separated from Old Abraxis. These difficulties include:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

preserving customer, supplier and other important relationships;

 







  

the potential difficulty in retaining key officers and personnel; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

separating corporate infrastructure, including systems, insurance, accounting, legal, finance, tax and human resources.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We anticipate that it generally will take up to 24 months from the separation date to completely separate from Old Abraxis, with the exception of
manufacturing activities which APP will undertake for us and certain lease arrangements, which will last for a period of four or five years. Our separation from Old Abraxis may not be successfully or cost-effectively completed. The failure to do so
could have an adverse effect on our business, financial condition and results of operations.

The process of separating operations could
cause an interruption of, or loss of momentum in, the activities of one or more of our businesses. Members of our senior management may be required to devote considerable amounts of time to this separation process, which will decrease the time they
will have to manage our business, service existing customers, attract new customers and develop new products or strategies. If our senior management is not able to manage effectively the separation process, or if any significant business activities
are interrupted as a result of the separation process, our business could suffer.

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