3 unchanged sentences
Condensed Consolidated Balance Sheets
−Removed: March 31, 2022 December 31, 2021
+Added: June 30, 2022 December 31, 2021
Current assets:
25 unchanged sentences
100,000,000 shares authorized;
−Removed: 14,730,760 and 14,742,754 shares issued and outstanding as of March 31, 2022 and December 31, 2021 , respectively
+Added: 14,649,693 and 14,742,754 shares issued and outstanding as of June 30, 2022 and December 31, 2021 , respectively
47,822,319 48,452,906
8 unchanged sentences
Condensed Consolidated Statements of Operations
−Removed: Three months ended March 31,
+Added: Three months ended June 30, Six months ended June 30,
+Added: 2022 2021 2022 2021
Net revenues $ 10,299,152 $ 9,055,483 $ 21,474,197 $ 19,592,642
8 unchanged sentences
Interest income 15,066 6,591 31,107 12,017
+Added: Other income — 2,187,140 — 2,187,140
+Added: Other income - gain on insurance proceeds 611,330 — 611,330 —
Interest expense ( 137,624 ) ( 25,859 ) ( 257,199 ) ( 50,276 )
4 unchanged sentences
Net income (loss) ( 1,364,666 ) 1,223,491 ( 2,767,099 ) 1,368,152
−Removed: Net (income) loss at subsidiary attributable to noncontrolling interests 17,180 22,167
+Added: Net loss at subsidiary attributable to noncontrolling interests 29,046 5,069 46,226 27,236
Net income (loss) attributable to common shareholders $ ( 1,335,620 ) $ 1,228,560 $ ( 2,720,873 ) $ 1,395,388
13 unchanged sentences
Condensed Consolidated Statements of Cash Flows
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
Cash flows from operating activities:
5 unchanged sentences
Share-based compensation 132,148 354,914
−Removed: Increase (decrease) in non-cash contingent consideration 370,464 ( 280,020 )
+Added: Decrease in non-cash contingent consideration ( 68,334 ) ( 180,110 )
Decrease (increase) in cash surrender value of life insurance policies over premiums paid 598,355 ( 226,897 )
−Removed: Decrease (increase) in noncash interest expense 2,183 13,833
+Added: Gain on receivable of life insurance policy proceeds ( 611,330 ) —
+Added: Increase in noncash interest expense 4,791 27,666
+Added: Gain on forgiveness of debt — ( 2,187,140 )
Net changes in assets and liabilities affecting operating activities:
4 unchanged sentences
Other long-term liabilities ( 1,688,143 ) ( 526,189 )
−Removed: Net cash provided by (used in) operating activities from continuing operations ( 150,498 ) 1,290,139
+Added: Net cash provided by operating activities from continuing operations 2,180,038 3,490,553
Discontinued operations — 994,217
−Removed: Net cash provided by (used in) operating activities ( 150,498 ) 1,785,549
+Added: Net cash provided by operating activities 2,180,038 4,484,770
Cash flows from investing activities:
24 unchanged sentences
Balance, March 31, 2021 15,084,464 $ 48,981,395 $ ( 1,964,185 ) $ ( 139,283 ) $ 46,877,927
+Added: Balance, March 31, 2021 15,084,464 $ 48,981,395 $ ( 1,964,185 ) $ ( 139,283 ) $ 46,877,927
+Added: Share-based compensation — 191,954 — — 191,954
+Added: Repurchase of common shares ( 158,405 ) ( 484,965 ) — — ( 484,965 )
+Added: Net income (loss) — — 1,228,560 ( 5,069 ) 1,223,491
+Added: Balance, June 30, 2021 14,926,059 $ 48,688,384 $ ( 735,625 ) $ ( 144,352 ) $ 47,808,407
Common stock Retained earnings (deficit) Noncontrolling interests Total equity
5 unchanged sentences
Balance, March 31, 2022 14,730,760 $ 48,046,764 $ ( 7,023,853 ) $ ( 229,508 ) $ 40,793,403
+Added: Balance, March 31, 2022 14,730,760 $ 48,046,764 $ ( 7,023,853 ) $ ( 229,508 ) $ 40,793,403
+Added: Share-based compensation 2,250 ( 27,753 ) — — ( 27,753 )
+Added: Repurchase of common shares ( 83,317 ) ( 196,692 ) — — ( 196,692 )
+Added: Net income (loss) — — ( 1,335,620 ) ( 29,046 ) ( 1,364,666 )
+Added: Balance, June 30, 2022 14,649,693 $ 47,822,319 $ ( 8,359,473 ) $ ( 258,554 ) $ 39,204,292
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
12 unchanged sentences
The Company’s products are manufactured by third parties, which are overseen by Cumberland’s quality control and manufacturing professionals.
−Removed: The Company works closely with its third-party distribution partners to make its products available in the United States.
+Added: The Company works closely with its hospital, field and oncology sales teams and its third-party distribution partners to make its products available in the United States.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a basis consistent with the December 31, 2021, audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the information set forth herein.
2 unchanged sentences
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”).
−Removed: The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.
+Added: The results of operations for the three and six months ended June 30, 2022, are not necessarily indicative of the results to be expected for the entire fiscal year or any future period.
Discontinued Operations
11 unchanged sentences
Our clinical studies were impacted as fewer patients sought elective surgeries and our access to medical facilities was substantially limited.
−Removed: During 2020, 2021 and the three months ended March 31, 2022, we carefully monitored our supply chain, including the flow of raw materials into the plants that manufacture our products as well as the batches of finished product emerging from those facilities.
+Added: During 2020, 2021 and the six months ended June 30, 2022, we carefully monitored our supply chain, including the flow of raw materials into the plants that manufacture our products as well as the batches of finished product emerging from those facilities.
Several of our brands were negatively impacted by the lockdowns and postponement of physician office visits and elective procedures.
34 unchanged sentences
(2) EARNINGS (LOSS) PER SHARE
−Removed: The following table reconciles the numerator and denominator used to calculate diluted earnings (loss) per share for the three months ended March 31, 2022 and 2021:
−Removed: Three months ended March 31,
+Added: The following table reconciles the numerator and denominator used to calculate diluted earnings (loss) per share for the six months ended June 30, 2022 and 2021:
+Added: Three months ended June 30,
Net income (loss) from continuing operations $ ( 1,364,666 ) $ 724,684
1 unchanged sentence
Net income (loss) ( 1,364,666 ) 1,223,491
−Removed: Net income (loss) at subsidiary attributable to noncontrolling interest 17,180 22,167
+Added: Net loss at subsidiary attributable to noncontrolling interest 29,046 5,069
Net income (loss) attributable to common shareholders $ ( 1,335,620 ) $ 1,228,560
2 unchanged sentences
Weighted-average shares outstanding – diluted 14,688,505 15,109,246
−Removed: As of March 31, 2022 and 2021, restricted stock awards and options to purchase 131,225 and 215,600 shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive.
+Added: Six months ended June 30,
+Added: Net income (loss) from continuing operations $ ( 2,767,099 ) $ 373,935
+Added: Discontinued operations — 994,217
+Added: Net income (loss) ( 2,767,099 ) 1,368,152
+Added: Net loss at subsidiary attributable to noncontrolling interest 46,226 27,236
+Added: Net income (loss) attributable to common shareholders $ ( 2,720,873 ) $ 1,395,388
+Added: Weighted-average shares outstanding – basic 14,689,798 14,970,241
+Added: Dilutive effect of other securities — 201,348
+Added: Weighted-average shares outstanding – diluted 14,689,798 15,171,589
+Added: As of June 30, 2022 and 2021, restricted stock awards and options to purchase 289,975 and 198,300 shares of common stock, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive.
Product Revenues
The Company accounts for revenues from contracts with customers under ASC 606, which became effective January 1, 2018.
−Removed: The Company’s net revenues consisted of the following for the three months ended March 31, 2022 and 2021:
−Removed: Three months ended March 31,
+Added: The Company’s net revenues consisted of the following for the three and six months ended June 30, 2022 and 2021:
+Added: Three months ended June 30, Six months ended June 30,
+Added: 2022 2021 2022 2021
Kristalose $ 3,570,272 $ 5,275,065 $ 7,515,368 $ 8,269,443
8 unchanged sentences
Total net revenues $ 10,299,152 $ 9,055,483 $ 21,474,197 $ 19,592,642
−Removed: The Omeclamox-Pak revenue for the first quarter of 2022 and 2021 was the result of Cumberland currently being out of commercial inventory of this product.
+Added: The Omeclamox-Pak revenue for the second quarter of 2022 and 2021 was the result of Cumberland currently being out of commercial inventory of this product.
The packager for our Omeclamox-Pak product encountered financial difficulties due to the impact of COVID-19.
1 unchanged sentence
Discussions with the packager are ongoing.
−Removed: In the first quarter of 2022, the amounts noted were normal adjustments by channel partners.
+Added: In the second quarter of 2022, the amounts noted were normal adjustments by channel partners.
Net revenue was impacted by product return adjustments.
−Removed: With regard to Vaprisol, we are in the process of transitioning to a new manufacturer and expect FDA approval later this year.
+Added: With regard to Vaprisol, we are in the process of transitioning to a new manufacturer, who was issued an FDA Form 483 in the second quarter of 2022.
+Added: Once these 483 related issues are satisfactorily resolved by the manufacturing plant, we will then resubmit our application to the FDA for approval.
+Added: Net revenue was impacted by product return adjustments.
Other Revenues
6 unchanged sentences
The contractual payments associated with the partner’s achievement of regulatory approvals, sales milestones and royalties on future sales are recognized as revenue upon occurrence, or at such time that the Company has a high degree of confidence that the revenue would not be reversed in a subsequent period.
−Removed: Other revenues also include funding from federal grant programs including those secured by CET through the Small Business Administration as well as lease income generated by CET’s Life Sciences Center.
+Added: During the three and six months ended June 30, 2022, we recorded $ 0.3 million and $ 0.5 million, respectively, for milestone and international licensee payments as part of other revenue.
+Added: Other revenues also include funding from federal grant programs including those secured from the FDA and from those secured by Cumberland Emerging Technologies Inc.
+Added: ("CET") through the Small Business Administration as well as lease income generated by CET’s Life Sciences Center.
The Life Sciences Center is a research center that provides scientists with access to flexible lab space and other resources to develop biomedical products.
−Removed: Grant revenue from these programs totaled approximately $ 0.04 million and $ 0.1 million for the three months ended March 31, 2022 and 2021, respectively.
+Added: Grant revenue from these federal grant programs totaled approximately $ 0.04 million and $ 0.3 million for the three months ended June 30, 2022 and 2021, and approximately $ 0.08 million and $ 0.3 million for the six months ended June 30, 2022 and 2021, respectively.
(4) INVENTORIES
5 unchanged sentences
When evidence indicates that the carrying value may not be recoverable, a charge is taken to reduce the inventory to its current net realizable value.
−Removed: At March 31, 2022 and December 31, 2021, the Company had recognized and maintained cumulative net realizable value charges for potential obsolescence and discontinuance losses of approximately $ 0.6 million and $ 1.4 million, respectively.
+Added: At June 30, 2022 and December 31, 2021, the Company had recognized and maintained cumulative net realizable value charges for potential obsolescence and discontinuance losses of approximately $ 1.0 million and $ 1.4 million, respectively.
The Company is responsible for the purchase of the active pharmaceutical ingredient (“API”) for Kristalose and maintains the inventory at third-party packagers.
As that API is consumed in production, the value of the API is transferred from raw materials to finished goods.
−Removed: API for the Company's Vaprisol brand is also included in the raw materials inventory at March 31, 2022 and December 31, 2021.
+Added: API for the Company's Vaprisol brand is also included in the raw materials inventory at June 30, 2022 and December 31, 2021.
Consigned inventory represents Authorized Generic inventory stored with our partner until shipment.
1 unchanged sentence
For the Sancuso acquisition, Cumberland acquired $ 3.0 million of work in progress non-current inventory.
−Removed: At March 31, 2022 and December 31, 2021, total non-current inventory, including Vibativ, Sancuso and our clinical trial drug ifetroban, was $ 10.6 million and $ 9.0 million, respectively.
−Removed: The Company had $ 0.2 million and $ 0.5 million of Vibativ finished goods included in non-current inventory at March 31, 2022 and December 31, 2021, respectively.
−Removed: The Company also has obtained $ 0.2 million and $ 0.4 million of finished goods in non-current inventory for API related to its ifetroban clinical initiatives at March 31, 2022 and December 31, 2021, respectively.
−Removed: At March 31, 2022 and December 31, 2021 the Company's net inventories consisted of the following:
−Removed: March 31, 2022 December 31, 2021
+Added: At June 30, 2022 and December 31, 2021, total non-current inventory, including Vibativ, Sancuso and our clinical trial drug ifetroban, was $ 10.4 million and $ 9.0 million, respectively.
+Added: The Company had no Vibativ finished goods included in non-current inventory at June 30, 2022, and $ 0.5 million included at December 31, 2021.
+Added: The Company also has obtained $ 0.2 million and $ 0.4 million of finished goods in non-current inventory for API related to its ifetroban clinical initiatives at June 30, 2022 and December 31, 2021, respectively.
+Added: At June 30, 2022 and December 31, 2021 the Company's net inventories consisted of the following:
+Added: June 30, 2022 December 31, 2021
Raw materials and work in process $ 12,773,497 $ 12,374,983
13 unchanged sentences
The weighted-average incremental borrowing rate used to discount the present value of the remaining lease payments is 7.42 %.
−Removed: The weighted-average remaining lease term at March 31, 2022 is 0.8 years.
+Added: The weighted-average remaining lease term at June 30, 2022 is 0.5 years.
On November 15, 2021, Cumberland entered into a lease, pursuant to which the Company will lease approximately 16,631 rentable square feet of space (the “Leased Premise”) at the new development Broadwest located in Nashville, Tennessee with 1600 West End Avenue Partners, LLC.
The Leased Premise will serve as the Company's new corporate headquarters.
−Removed: The initial term of the Lease is one hundred fifty-seven ( 157 ) months, with two consecutive options to renew for a period of five years each, and will commence on the earlier of November 1, 2022, the date on which Cumberland takes occupancy of the Leased Premise, or the date which Cumberland receives a temporary or permanent certificate of occupancy for the Leased Premise.
+Added: The initial term of the Lease is one hundred fifty-seven ( 157 ) months, with two consecutive options to renew for a period of five years each, and will commence on the earlier of November 1, 2022, the date on which Cumberland takes occupancy of the Leased Premise, or the date on which Cumberland receives a temporary or permanent certificate of occupancy for the Leased Premise.
+Added: Cumberland received approval for its building permit and began the construction on the Leased Premise in June 2022.
Lease Position
−Removed: At March 31, 2022 and December 31, 2021, the Company's lease assets and liabilities were as follows:
−Removed: Right-of-Use Assets March 31, 2022 December 31, 2021
+Added: At June 30, 2022 and December 31, 2021, the Company's lease assets and liabilities were as follows:
+Added: Right-of-Use Assets June 30, 2022 December 31, 2021
Operating lease right-of-use assets $ 493,102 $ 1,024,200
−Removed: Lease Liabilities March 31, 2022 December 31, 2021
+Added: Lease Liabilities June 30, 2022 December 31, 2021
Operating lease current liabilities $ 512,324 $ 969,677
1 unchanged sentence
Total $ 512,324 $ 1,059,693
−Removed: Excluding the Broadwest agreement, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.1 million and will be paid through the leases ending in October 2022 and April 2023.
−Removed: Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:
−Removed: Maturity of Lease Liabilities at March 31, 2022
+Added: As of June 30, 2022, cumulative future minimum sublease income under non-cancelable operating subleases totals approximately $ 0.3 million and will be paid through the leases ending in October 2022 and April 2023.
+Added: Excluding the Broadwest agreement, future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) are as follows:
+Added: Maturity of Lease Liabilities at June 30, 2022
Operating Leases
4 unchanged sentences
Rent expense and sublease income were as follows:
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
Rent expense $ 574,071 $ 605,130
4 unchanged sentences
In January 2019, the Company's Board of Directors established the current $ 10 million repurchase program to replace the prior authorizations.
−Removed: During the three months ended March 31, 2022 and March 31, 2021, the Company repurchased 174,149 shares and 91,724 shares of common stock for approximately $ 0.6 million and $ 0.3 million, respectively.
−Removed: At March 31, 2022, approximately $ 4.2 million of common shares was left to repurchase under this program.
+Added: During the six months ended June 30, 2022 and June 30, 2021, the Company repurchased 257,466 shares and 250,129 shares of common stock, respectively, for approximately $ 0.8 million each period.
+Added: At June 30, 2022, approximately $ 4.0 million of common shares was left to repurchase under this program.
Share purchases and sales
12 unchanged sentences
that would allow the Company to issue shares of its common stock.
−Removed: The Company did not issue any shares under an ATM during the three months ended March 31, 2022 or March 31, 2021.
+Added: The Company did not issue any shares under an ATM during the six months ended June 30, 2022 or June 30, 2021.
Restricted Share Grants and Incentive Stock Options
−Removed: During the three months ended March 31, 2022 and March 31, 2021, the Company issued 65,225 shares and 35,850 shares of restricted stock to employees and directors, respectively.
−Removed: Restricted stock issued to employees generally cliff-vests on the fourth anniversary of the date of grant and for directors on the one-year anniversary of the date of grant.
−Removed: During the three months ended March 31, 2022 and 2021, the Company also issued 166,350 and 172,350 incentive stock options, respectively, to employees that cliff-vest on the fourth anniversary of the date of grant, that are set to expire in March 2032 and 2031.
+Added: During the six months ended June 30, 2022 and June 30, 2021, the Company issued 65,225 shares and 36,850 shares of restricted stock to employees, advisors and directors, respectively.
+Added: Restricted stock issued to employees and advisors generally cliff-vests on the fourth anniversary of the date of grant and for directors on the one-year anniversary of the date of grant.
+Added: During the six months ended June 30, 2022 and 2021, the Company also issued 169,800 and 173,350 incentive stock options, respectively, to employees that cliff-vest on the fourth anniversary of the date of grant, that are set to expire in 2032 and 2031.
Stock compensation expense is presented as a component of general and administrative expense in the condensed consolidated statements of operations.
+Added: In the second quarter of 2022, we recorded a credit of $ 0.1 million to share-based compensation related to the forfeiture of unvested restricted stock awards.
Debt Agreement
−Removed: On March 31, 2022, the Company and Pinnacle Bank entered into a Seventh Amendment to the Revolving Credit Loan Agreement (the "Pinnacle Agreement") to revise and update the Maximum Funded Debt Ratio financial covenant and to delete from the Pinnacle Agreement the Funded Debt to Tangible Capital Ratio financial covenant.
+Added: On June 30, 2022, the Company entered into the Eighth Amendment to the Revolving Credit Loan Agreement with Pinnacle Bank (the "Pinnacle Agreement") permitting the Maximum Funded Debt Ratio to be calculated on a rolling four-quarter basis to be no more than 3.00 to 1.00 for the second and third quarters of 2022 and 2.50 to 1.00 for each quarter thereafter.
+Added: For the quarter ended June 30, 2022, we slightly exceeded the Maximum Funded Debt Ratio, but we relied on our provision in the latest amendment to address it.
+Added: On March 31, 2022, the Company and Pinnacle Bank entered into a Seventh Amendment to the Revolving Credit Loan Agreement to revise and update the Maximum Funded Debt Ratio financial covenant and to delete from the Pinnacle Agreement the Funded Debt to Tangible Capital Ratio financial covenant.
These changes were made to more appropriately reflect the impact from the Sancuso acquisition.
6 unchanged sentences
The current pricing under the Pinnacle Agreement provides for an interest rate spread of 1.75 % to 2.75 % above LIBOR with a minimum LIBOR of 0.90 %.
−Removed: The applicable interest rate under the Pinnacle Agreement was 3.65 % at March 31, 2022.
+Added: The applicable interest rate under the Pinnacle Agreement was 3.87 % at June 30, 2022.
In addition, a fee of 0.25 % per year is charged on the unused line of credit.
1 unchanged sentence
The parties have agreed on a process to determine a new interest rate benchmark at the point the LIBOR rate is expected to be discontinued over the next 12 to 24 months.
−Removed: As of March 31, 2022 and December 31, 2021, the Company had $ 20.0 million and $ 15.0 million, respectively, in borrowings outstanding under its revolving credit facility.
−Removed: The Company was in compliance with the Maximum Funded Debt Ratio financial covenant as of March 31, 2022.
+Added: As of June 30, 2022 and December 31, 2021, the Company had $ 19.0 million and $ 15.0 million, respectively, in borrowings outstanding under its revolving credit facility.
Borrowings under the line of credit are collateralized by substantially all of our assets.
6 unchanged sentences
(7) INCOME TAXES
−Removed: As of March 31, 2022, the Company has approximately $ 56.6 million in federal net operating loss carryforwards including approximately $ 44.1 million of net operating loss carryforwards resulting from the exercise of nonqualified stock options.
+Added: As of June 30, 2022, the Company has approximately $ 56.6 million in federal net operating loss carryforwards including approximately $ 44.1 million of net operating loss carryforwards resulting from the exercise of nonqualified stock options.
These have historically been used to significantly offset income tax obligations.
1 unchanged sentence
The Company does not allocate any portion of its income tax expense (benefit) to discontinued operations.
+Added: (8) OTHER INCOME
+Added: The Company realized a $ 0.6 million gain in the second quarter of 2022 from insurance proceeds for a company owned executive life insurance policy.
(9) COLLABORATIVE AGREEMENTS
21 unchanged sentences
Contingent consideration earned and accrued in operating expenses 276,350
−Removed: Balance at March 31, 2022
−Removed: The contingent consideration liability of $ 6.4 million was accounted for as $ 2.3 million of other current liabilities and $ 4.1 million of other long-term liabilities on the condensed consolidated balance sheet as of March 31, 2022.
+Added: Balance at June 30, 2022
+Added: The contingent consideration liability of $ 6.0 million was accounted for as $ 2.4 million of other current liabilities and $ 3.6 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2022.
In November 2016, the Company announced an agreement with the Nordic Group B.V.
10 unchanged sentences
During December 2020, Cumberland introduced RediTrex and the launch that took place in late 2021 will result in a $ 1.0 million milestone payment due to Nordic.
−Removed: This milestone payment is payable during 2022 and is included as a current liability at March 31, 2022.
−Removed: Cumberland has approximately $ 2.6 million in net intangible assets related to RediTrex at March 31, 2022.
+Added: This milestone payment is included as a current liability at June 30, 2022.
+Added: Effective July 12, 2022, the Company entered into an amendment to our agreement with Nordic for it to assume responsibility for RediTrex marketing authorization in the U.S.
+Added: and the opportunity to commercialize the product in the U.S.
+Added: after March 31, 2023.
+Added: Cumberland will continue to distribute and support the product until then.
+Added: Nordic will return the 180,000 restricted Cumberland shares we previously issued to them, refund to Cumberland the milestone payment of $ 1 million we made associated with the brand's U.S.
+Added: approval and issue a credit note in favor of the Company in the amount of $ 1 million for the unpaid milestone payment due from us for launch of the product line.
+Added: The companies will cooperate on any transition and Cumberland will receive a long-term royalty on any Nordic sales of the product.
+Added: Cumberland has approximately $ 2.5 million in net intangible assets related to RediTrex at June 30, 2022.
Sancuso Acquisition
−Removed: On January 3, 2022, Cumberland acquired the FDA-approved oncology-supportive care medicine Sancuso from Kyowa Kirin, Inc., the U.S.
+Added: On January 3, 2022, Cumberland acquired the U.S.
+Added: rights to the FDA-approved oncology-supportive care medicine Sancuso from Kyowa Kirin, Inc., the U.S.
affiliate of Japan-based Kyowa Kirin Co., Ltd.
4 unchanged sentences
Cumberland acquired U.S.
−Removed: rights to Sancuso and assumed full commercial responsibility for the product – including its marketing, promotion, distribution, manufacturing and medical support activities.
+Added: rights to Sancuso and assumed full commercial responsibility for the product in the U.S.
+Added: – including its marketing, promotion, distribution, manufacturing and medical support activities.
Cumberland has accounted for the transaction as a business combination in accordance with ASC 805 and the product sales are included in the results of operations subsequent to the acquisition date.
8 unchanged sentences
The Company is working with an outside consultant firm to finalize the Sancuso valuation of the transaction which will be completed later this year.
−Removed: The estimates of fair value for the more significant assets and liabilities assumed were prepaid expenses $ 0.3 million, inventory $ 5.2 million, goodwill $ 1.0 million, intangible assets $ 12.1 million, milestone payable $ 1.2 million and contingent liability $ 3.9 million.
+Added: The estimates of fair value for the more significant assets and liabilities assumed were as follows:
+Added: prepaid expenses $ 0.3 million, inventory $ 5.2 million, goodwill $ 1.0 million, intangible assets $ 12.1 million, milestone payable $ 1.2 million and contingent liability $ 3.9 million.
+Added: The following table presents the changes in the fair value of the contingent consideration liability that is remeasured on a recurring basis.
+Added: Balance at January 3, 2022 $ 3,946,716
+Added: Cash payment of royalty during the period —
+Added: Change in fair value of contingent consideration included in operating expenses 362,453
+Added: Contingent consideration earned and accrued in operating expenses 373,973
+Added: Balance at June 30, 2022
The contingent consideration liability earned and accrued in operating expenses is paid to Kyowa Kirin quarterly.
−Removed: The contingent consideration liability of $ 3.9 million was accounted for as $ 1.3 million of current liabilities and $ 2.6 million of other long-term liabilities on the condensed consolidated balance sheet as of March 31, 2022.
+Added: The contingent consideration liability of $ 4.7 million was accounted for as $ 1.9 million of current liabilities and $ 2.8 million of other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2022.
Ethyol and Totect
13 unchanged sentences
The Company did not incur expenses associated with these payments from Clinigen.
−Removed: Three months ended March 31,
+Added: Three months ended June 30, Six months ended June 30,
+Added: 2022 2021 2022 2021
Revenues $ — $ 498,807 $ — $ 994,217
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.