Full Press Release Details
Unaudited Pro Forma Condensed Consolidated Financial Information
Effective December 30, 2022 (the
Closing Date ), TherapeuticsMD, Inc., a Nevada corporation (the Company ), completed its previously announced transaction (the Transaction ) with Mayne Pharma LLC, a Delaware limited liability company ( Mayne
Pharma ) and subsidiary of Mayne Pharma Group Limited, an Australian public company (ASX: MYX), pursuant to which the Company and its subsidiaries (i) granted Mayne Pharma an exclusive license to commercialize the Company s Imvexxy , Bijuva and prescription prenatal vitamin products sold under the BocaGreenMD
and vitaMedMD brands (collectively, the Licensed Products ) in the United States and its possessions and territories, (ii) assigned to Mayne Pharma the Company s
exclusive license to commercialize Annovera (together with the Licensed Products, collectively, the Products ) in the United States and its possessions and territories, and
(iii) sold certain other assets to Mayne Pharma in connection therewith.
Pursuant to a License Agreement, dated December 4, 2022, between the
Company and Mayne Pharma (as amended, the License Agreement ), the Company granted Mayne Pharma, on the Closing Date, (i) an exclusive, sublicensable, perpetual, irrevocable license to research, develop, register, manufacture, have
manufactured, market, sell, use, and commercialize the Licensed Products in the United States and its possessions and territories and (ii) an exclusive, sublicensable, perpetual, irrevocable license to manufacture, have manufactured, import and
have imported the Licensed Products outside the United States for commercialization in the United States and its possessions and territories.
the License Agreement, Mayne Pharma will make one-time, milestone payments to the Company of each of (i) $5.0 million if aggregate net sales of all Products in the United States during a calendar year
reach $100.0 million, (ii) $10.0 million if aggregate net sales of all Products in the United States during a calendar year reach $200.0 million and (iii) $15.0 million if aggregate net sales of all Products in the United States
during a calendar year reach $300.0 million. Further, Mayne Pharma will pay to the Company royalties on net sales of all Products in the United States at a royalty rate of 8.0% on the first $80 million in annual net sales and 7.5% on
annual net sales above $80.0 million, subject to certain adjustments, for a period of 20 years following the Closing Date. The royalty rate will decrease to 2.0% on a
Product-by-Product basis upon the earlier to occur of (i) the expiration or revocation of the last patent covering a Product and (ii) a generic version of a
Product launching in the United States. Mayne Pharma will pay to the Company minimum annual royalties of $3.0 million per year for 12 years, adjusted for inflation at an annual rate of 3%, subject to certain further adjustments, including as
described below. Upon the expiry of the 20-year royalty term, the licenses granted to Mayne Pharma under the License Agreement will become a fully paid-up and royalty
free license for the Licensed Products.
Pursuant to a Transaction Agreement, dated December 4, 2022, between the Company and Mayne Pharma (the
Transaction Agreement ), the Company sold to Mayne Pharma, at closing, certain assets for Mayne Pharma to commercialize the Products in the United States, including the Company s exclusive license from the Population Council to
commercialize Annovera (the Transferred Assets ).
The total consideration from Mayne
Pharma to the Company for the purchase of the Transferred Assets and the grant of the licenses under the License Agreement was (i) a cash payment of $140.0 million at closing, (ii) a cash payment of approximately $12.1 million at
closing for the acquisition of net working capital as determined in accordance with the Transaction Agreement and subject to certain adjustments, (iii) a cash payment of approximately $1.0 million at closing for prepaid royalties in
connection with the License Agreement Amendment (as defined below) and (iv) the right to receive the contingent consideration set forth in the License Agreement, as amended.
On the Closing Date, the Company and Mayne Pharma entered into Amendment No. 1 to the License Agreement (the License Agreement Amendment ).
Pursuant to the License Agreement Amendment, Mayne Pharma agreed to pay the Company approximately $1.0 million in prepaid royalties on the Closing Date. The prepaid royalties will reduce the first four quarterly payments that would have
otherwise been payable pursuant to the License Agreement by an amount equal to $257,250 per quarterly royalty payment plus interest calculated at 19% per annum accruing from the Closing Date until the date such quarterly royalty payment is paid to
the Company. In addition, the parties agreed that Mayne will reduce one quarterly royalty payment (other than the first quarterly royalty payment) otherwise payable to the Company by $1.5 million in consideration of Mayne Pharma assuming the
Company s obligations under a long-term services agreement, including the Company s minimum payment obligations thereunder. With the completion of the closing of the above transactions, the Company was able to recapitalize and transform
into a pharmaceutical royalty company (the Transformation ).
The Transformation met the criteria requiring discontinued operations presentation in accordance with
accounting principles generally accepted in the United States of America ( U.S. GAAP ). The License Agreement and Transaction Agreement are considered a disposition of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements included herein in accordance with Article 11 of
Regulation S-X and based on historical financial information of the Company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed
consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Transformation and (ii) factually supportable. Certain information and disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations.
unaudited pro forma condensed consolidated balance sheet gives effect to the Transformation as if it had occurred on September 30, 2022, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro
forma condensed consolidated statement of operations for year ended December 31, 2020, year ended December 31, 2021 and for the nine months ended September 30, 2022 gives effect to the Transformation, including the April 2022 vitaCare
divestiture (the vitaCare Divestiture ), as if it had occurred on January 1, 2020.
Pro forma adjustments are presented for informational
purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of the filing of the Current Report on Form 8-K to which the unaudited pro
forma condensed consolidated financial information is included as an exhibit (the 8-K ). The unaudited pro forma condensed consolidated financial information is not necessarily indicative of
what the Company s results of operations or financial condition would have been had the Transformation been completed on the dates indicated above. In addition, it is not necessarily indicative of the Company s future results of operations
or financial condition and does not reflect all actions that have been or may be taken by the Company following the Transformation.
unaudited pro forma condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes and Management s Discussion and Analysis of Financial Condition and
Results of Operations included in the Company s Annual Report on Form 10-K for the year ended December 31, 2020 (the 2020 10-K ),
the year ended December 31, 2021 (the 2021 10-K ) and the unaudited consolidated financial statements and accompanying notes and Management s Discussion and Analysis of Financial
Condition and Results of Operations included in the Company s Quarterly Report on Form 10-Q for the quarterly period September 30, 2022 (the 3rd Quarter 2022 10-Q ).
TherapeuticsMD, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2022
(In thousands except per share amounts)
| Historical Financial Statements as Reported | Pro Forma Adjustment Related to Mayne Transaction | Pro Forma | ||||||||||
| Assets: | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 27,080 | 128,022 | (a) | $ | 40,040 | ||||||
| (93,602 | ) (b) | |||||||||||
| (21,460 | ) (c) | |||||||||||
| Restricted cash | 11,250 | 11,250 | ||||||||||
| Accounts receivable, net of allowance for credit losses | 32,157 | (32,157 | ) (d) | |||||||||
| Royalty receivable, current portion | 3,000 | (r) | 3,000 | |||||||||
| Inventory | 6,701 | (6,701 | ) (d) | |||||||||
| Prepaid and other current assets | 10,290 | (4,809 | ) (d) | 5,481 | ||||||||
| Total current assets | 87,478 | 59,771 | ||||||||||
| Fixed assets, net | 551 | 551 | ||||||||||
| License rights and other intangible assets, net | 37,876 | (30,914 | ) (t) | 6,962 | ||||||||
| Right of use assets | 7,749 | 7,749 | ||||||||||
| Royalty receivable, long-term portion | 22,954 | (r) | 22,954 | |||||||||
| Other non-current assets | 253 | 253 | ||||||||||
| Total assets | $ | 133,907 | $ | 98,240 | ||||||||
| Liabilities and stockholders (deficit) equity: | ||||||||||||
| Current liabilities: | ||||||||||||
| Debt, net | $ | 93,602 | (93,602 | ) (b) | $ | |||||||
| Lender Warrants derivative liability | 2,058 | 2,058 | ||||||||||
| Make-whole payment derivative liability | 1,751 | (1,751 | ) (c) | |||||||||
| Mandatory Redeemable Preferred Stock | 19,709 | (19,709 | ) (c) | |||||||||
| Accounts payable | 13,383 | (6,538 | ) (d) | 6,845 | ||||||||
| Deferred revenue | 1,059 | (r) | 1,059 | |||||||||
| Accrued expenses and other current liabilities | 43,568 | (25,140 | ) (d) | 18,428 | ||||||||
| Total current liabilities | 174,071 | 28,390 | ||||||||||
| Operating lease liabilities, non-current | 7,553 | 7,553 | ||||||||||
| Other non-current liabilities | 554 | 554 | ||||||||||
| Total liabilities | 182,178 | 36,497 | ||||||||||
| Commitments and contingencies | ||||||||||||
| Total stockholders (deficit) equity | (48,271 | ) | 110,014 | (e) | 61,743 | |||||||
| Total liabilities and stockholders (deficit) equity | $ | 133,907 | $ | 98,240 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial
TherapeuticsMD, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2020
(In thousands, except per share amounts)
| Historical Financial Statements as Reported | Pro Forma Adjustment Related to vitaCare Divestiture (s) | Pro Forma Adjustment Related to Mayne Transaction | Pro Forma | |||||||||||||
| Revenue: | ||||||||||||||||
| Product revenue, net | $ | 62,872 | (1,282 | ) | $ | (61,590 | ) (f) | $ | ||||||||
| License | 2,000 | 2,319 | (g) | 63,119 | ||||||||||||
| 58,800 | (h) | |||||||||||||||
| Total revenue, net | 64,872 | 63,119 | ||||||||||||||
| Cost of goods sold | 15,975 | (15,975 | ) (f) | |||||||||||||
| Gross profit | 48,897 | 63,119 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 76,954 | (8,398 | ) | (68,556 | ) (f) | |||||||||||
| 18,499 | (i) | 18,499 | ||||||||||||||
| Selling and marketing | 117,052 | (4,094 | ) | (112,958 | ) (f) | |||||||||||
| Research and development | 10,432 | (10,432 | ) (f) | |||||||||||||
| Total operating expenses | 204,438 | 18,499 | ||||||||||||||
| (Loss) income from operations | (155,541 | ) | 44,620 | |||||||||||||
| Other (expense) income: | ||||||||||||||||
| Gain on sale of license | 76,145 | (j) | 76,145 | |||||||||||||
| Gain on sale of Vitacare | 143,384 | 143,384 | ||||||||||||||
| Loss on extinguishment of debt | (12,302 | ) (k) | (12,302 | ) | ||||||||||||
| Interest expense and other financing costs | (28,581 | ) | 28,581 | (l) | ||||||||||||
| Other income, net | 598 | (1,888 | ) (m) | (21,911 | ) | |||||||||||
| (20,621 | ) (n) | |||||||||||||||
| Total other (expense) income | (27,983 | ) | 185,316 | |||||||||||||
| (Loss) income before income taxes | (183,524 | ) | 229,936 | |||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net (loss) income | $ | (183,524 | ) | $ | 229,936 | |||||||||||
| (Loss) earnings per common share, basic | $ | (33.29 | ) | $ | 41.71 | |||||||||||
| Weighted average common shares, basic (adjusted for the May 2022 50-for-1 reverse stock split) | 5,513 | 5,513 | ||||||||||||||
| (Loss) earnings per common share, diluted | $ | (33.29 | ) | $ | 40.91 | |||||||||||
| Weighted average common shares, diluted (adjusted for the May 2022 50-for-1 reverse stock split) | 5,513 | 107 | (o1) | 5,620 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial
TherapeuticsMD, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2021
(In thousands, except per share amounts)
| Historical Financial Statements as Reported | Pro Forma Adjustment Related to vitaCare Divestiture (s) | Pro Forma Adjustment Related to Mayne Transaction | Pro Forma | |||||||||||||
| Revenue: | ||||||||||||||||
| Product revenue, net | $ | 85,780 | $ | (875 | ) | $ | (84,905 | ) (f) | $ | |||||||
| License | 1,171 | 2,927 | (g) | 4,098 | ||||||||||||
| Total revenue, net | 86,951 | 4,098 | ||||||||||||||
| Cost of goods sold | 18,838 | (18,838 | ) (f) | |||||||||||||
| Gross profit | 68,113 | 4,098 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | 108,195 | (8,116 | ) | (100,079 | ) (f) | |||||||||||
| General and administrative | 92,602 | (14,141 | ) | (78,461 | ) (f) | |||||||||||
| 12,280 | (i) | 12,280 | ||||||||||||||
| Research and development | 7,086 | (7,086 | ) (f) | |||||||||||||
| Total operating expenses | 207,883 | 12,280 | ||||||||||||||
| Loss from operations | (139,770 | ) | (8,182 | ) | ||||||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense and other financing costs | (32,917 | ) | 12,540 | 20,377 | (l) | |||||||||||
| Other income, net | 272 | 862 | (q) | 1,134 | ||||||||||||
| Total other (expense) income | (32,645 | ) | 1,134 | |||||||||||||
| Loss before income taxes | (172,415 | ) | (7,048 | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | (172,415 | ) | $ | (7,048 | ) | ||||||||||
| Loss per common share, basic | $ | (21.66 | ) | $ | (0.89 | ) | ||||||||||
| Weighted average common shares, basic (adjusted for the May 2022 50-for-1 reverse stock split) | 7,960 | 7,960 | ||||||||||||||
| Loss per common share, diluted | $ | (21.66 | ) | $ | (0.89 | ) | ||||||||||
| Weighted average common shares, diluted (adjusted for the May 2022 50-for-1 reverse stock split) | 7,960 | 7,960 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial
TherapeuticsMD, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2022
(In thousands, except per share amounts)
| Historical Financial Statements as Reported | Pro Forma Adjustment Related to vitaCare Divestiture (s) | Pro Forma Adjustment Related to Mayne Transaction | Pro Forma | |||||||||||||
| Revenue: | ||||||||||||||||
| Product revenue, net | $ | 68,327 | $ | (68,327 | ) (f) | $ | ||||||||||
| License and service revenue | 484 | (484 | ) | (f) | 2,555 | |||||||||||
| 2,555 | (g) | |||||||||||||||
| Total revenue, net | 68,811 | 2,555 | ||||||||||||||
| Cost of goods sold | 13,388 | (13,388 | ) (f) | |||||||||||||
| Gross profit | 55,423 | 2,555 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | 61,703 | (6,101 | ) | (55,602 | ) (f) | |||||||||||
| General and administrative | 55,445 | (1,526 | ) | (53,919 | ) (f) | |||||||||||
| 9,597 | (i) | 9,597 | ||||||||||||||
| Research and development | 4,092 | (4,092 | ) (f) | |||||||||||||
| Total operating expenses | 121,240 | 9,597 | ||||||||||||||
| Loss from operations | (65,817 | ) | (7,042 | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Gain on sale of business | 143,384 | (143,384 | ) | |||||||||||||
| Expense for accretion of Mandatory Redeemable | ||||||||||||||||
| Preferred Stock | (3,457 | ) | 3,457 | (p) | ||||||||||||
| Fair value loss on Lender Warrants derivative liability | ||||||||||||||||
| (76 | ) | 76 | (p) | |||||||||||||
| Loss on extinguishment of debt | (8,380 | ) | 8,380 | (k) | ||||||||||||
| Interest expense and other financing costs | (30,941 | ) | 30,941 | (l) | ||||||||||||
| Other expense, net | (128 | ) | 619 | (q) | 491 | |||||||||||
| Total other income | 100,402 | 491 | ||||||||||||||
| Income before income taxes | 34,585 | (6,551 | ) | |||||||||||||
| Provision for income taxes | 290 | (290 | ) (p) | |||||||||||||
| Net income (loss) | $ | 34,295 | $ | (6,551 | ) | |||||||||||
| Earnings (loss) per common share, basic | $ | 3.86 | $ | (0.74 | ) | |||||||||||
| Weighted average common shares, basic (adjusted for the May 2022 50-for-1 reverse stock split) | 8,877 | 8,877 | ||||||||||||||
| Earnings (loss) per common share, diluted | $ | 3.73 | $ | (0.74 | ) | |||||||||||
| Weighted average common shares, diluted (adjusted for the May 2022 50-for-1 reverse stock split) | 9,205 | (328 | ) (o2) | 8,877 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial
TherapeuticsMD, Inc. and Subsidiaries
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial information is based on the Company s historical consolidated financial statements as adjusted to
give effect to the transaction accounting adjustments in accordance with GAAP to reflect the Transformation.
The Transformation met the criteria
requiring discontinued operations presentation in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). The License Agreement and Transaction Agreement are considered a disposition of a
significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements included herein in accordance with Article
11 of Regulation S-X and based on historical financial information of the Company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed
consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Transformation and (ii) factually supportable. Certain information and disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations.
unaudited pro forma condensed consolidated balance sheet gives effect to the Transformation as if it had occurred on September 30, 2022, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro
forma condensed consolidated statement of operations for year ended December 31, 2020, year ended December 31, 2021 and for the nine months ended September 30, 2022 gives effect to the Transformation, including the April 2022 vitaCare
divestiture (the vitaCare Divestiture ), as if it had occurred on January 1, 2020. The Company determined the vitaCare Divestiture to be an unusual event within the periods presented for which the effects of this event should be
disclosed and presented on a pro forma basis as exclusion of that activity is consistent with the Transformation and more representative of normal, ongoing operations of the Company.
Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently
available at the time of the filing of the Current Report on Form 8-K to which the unaudited pro forma condensed consolidated financial information is included as an exhibit (the 8-K ). The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company s results of operations or financial condition would have been had
the Transformation been completed on the dates indicated above. In addition, it is not necessarily indicative of the Company s future results of operations or financial condition and does not reflect all actions that have been or may be taken
by the Company following the Transformation.
The accompanying unaudited pro forma condensed consolidated financial statements are based on the audited
consolidated financial statements and accompanying notes included in the 2020 10-K and 2021 10-K. The unaudited pro forma condensed consolidated balance sheet as of
September 30, 2022 gives effect to the Transformation as if it had occurred on September 30, 2022. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2020 and December 31,
2021 and for the nine months ended September 30, 2022 gives effect to the Transformation, including the vitaCare Divestiture, as if it had occurred on January 1, 2020.
The Transformation is presented in the Company s unaudited pro forma condensed combined financial information, however the Company s accounting
analysis on the Transaction with Mayne Pharma, LLC is incomplete as of the date of this filing. The Company discussed the implications of certain items where the accounting is incomplete, as follows:
Working capital the net working capital as determined in accordance with the Transaction Agreement is subject to certain adjustments.
The Company expects the final determination of the net working capital figure to measure the gain on the sale of the Annovera license before the filing of its annual report on Form 10-K in 2023.
Restructuring costs as the Transaction was completed in December 2022, the actual