Acquisitions Keller Medical, Inc. On April 28, , the Company completed the Zeltiq Acquisition. The Zeltiq Acquisition combined Zeltiq's body contouring business with the Company's leading portfolio of medical aesthetics.
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The LifeCell Acquisition combined LifeCell's novel, regenerative medicines business, including its high-quality and durable portfolio of dermal matrix products with the Company's leading portfolio of medical aesthetics, breast implants and tissue expanders. Acquisitions Tobira Therapeutics, Inc. On November 1, , the Company completed the Tobira Acquisition. On October 25, , the Company completed the Vitae Acquisition. Under the terms of the agreement, the Company acquired XEN45, a soft shunt that is implanted in the sub conjunctival space in the eye through a minimally invasive procedure with a single use, pre-loaded proprietary injector.
On October 1, , the Company completed the Kythera Acquisition. On August 10, , the Company completed the Oculeve Acquisition. Auden Mckenzie Holdings Limited On May 29, , the Company acquired Auden Mckenzie Holdings Limited "Auden" , a company specializing in the development, licensing and marketing of niche generic medicines and proprietary brands in the United Kingdom "UK" and across Europe for approximately The assets and liabilities acquired, as well as the results of operations for the acquired Auden business are part of the assets divested in the Teva Transaction and are included as a component of income from discontinued operations.
On March 17, , the Company completed the Allergan Acquisition. Cost of sales 1 The consideration was accounted for as an asset acquisition and included as a component of intangible assets. Segments The Company's businesses are organized into the following segments: In addition, certain revenues and shared costs, and the results of corporate initiatives, are managed outside of the three segments. The operating segments are organized as follows: Included in segment revenues for and are product sales that were sold through our former Anda Distribution 55 business once the Anda Distribution business had sold the product to a third party customer.
These sales are included in segment results and are reclassified into revenues from discontinued operations through a reduction of Corporate revenues which eliminates the sales made by our former Anda Distribution business from results of continuing operations prior to October 3, Cost of sales for these products in discontinued operations is equal to our average third party cost of sales for third party branded products distributed by our former Anda Distribution.
The Company does not evaluate the following items at the segment level: Corporate initiatives primarily include integration, restructuring, acquisition and other shared costs. Cost of sales within segment contribution includes standard production and packaging costs for the products we manufacture, third party acquisition costs for products manufactured by others, profit-sharing or royalty payments for products sold pursuant to licensing agreements and finished goods inventory reserve charges.
Cost of sales included within segment contribution does not include non-standard production costs, such as non-finished goods inventory obsolescence charges, manufacturing variances and excess capacity utilization charges, where applicable. Cost of sales does not include amortization or impairment costs for acquired product rights or other acquired intangibles. General and administrative expenses consist mainly of personnel-related costs, facilities costs, transaction costs, insurance, depreciation, litigation costs and professional services costs which are general in nature and attributable to the segment.
No country outside of the United States represents ten percent or more of net revenues. Other Regenerative Medicine Cost of sales 2 Cost of sales Cost of Sales The decrease in segment gross margin was primarily the result of the LifeCell Acquisition and the Zeltiq Acquisition, which contributed lower margin products to the segment. As part of the December restructuring, the resources dedicated to promoting Medical Dermatology were reduced.
Cost of Sales The decrease in cost of sales was the result of lower product revenues and the impact of the Company reacquiring rights on select licensed products in the year ended December 31, offset, in part by, unfavorable product mix. As part of the rights reacquired, the Company is no longer obligated to pay royalties on the specific products, which increases the Company's segment gross margin percentage. Selling and Marketing Expenses The decrease in selling and marketing expenses relates to headcount reductions and lower promotional costs. General and Administrative Expenses General and administrative expenses are in line period-over-period.
Other Regenerative Medicine 9. International operational growth came from all regions primarily driven by Facial Aesthetics. In the first quarter of , the Company announced a realignment of its International Commercial organization. As a result of this realignment, future promotional priorities among the International portfolio as compared to the results for the year ended December 31, , may shift and as such revenues by product may be impacted. Cost of Sales The increase in cost of sales was primarily due to the increase in net revenues.
Cost of sales 1 8. Integration In the year ended December 31, , integration and restructuring charges included costs related to the integration of LifeCell and Zeltiq. In the year ended December 31, , integration and restructuring charges primarily related to the integration of the Legacy Allergan business as well as charges incurred with the terminated merger with Pfizer, Inc. Non-Acquisition Related Restructuring In the year ended December 31, , the Company incurred restructuring charges of its internal infrastructure. The restructuring programs included a mid-year commercial initiative as well as the December program.
As part of these initiatives, the Company has reduced its employee headcount within selling and marketing by approximately as of December 31, and is reducing its employee headcount within cost of sales, selling and marketing and general and administrative by approximately employees in the year ended December 31, Fair Value Adjustments Fair value adjustments primarily relate to changes in estimated contingent liabilities which is based on future amounts to be paid based on achievement of sales levels for the respective products.
In the year ended December 31, , the Company incurred charges related to the purchase accounting impact on stock-based compensation related to the Allergan and Forest acquisitions, which increased cost of sales, selling and marketing and general and administrative expenses. Revenues and Shared Costs Shared costs primarily include above site and unallocated costs associated with running our global manufacturing facilities and corporate general and administrative expenses.
Amortization Amortization in the years ended December 31, and was as follows: In the year ended December 31, the Company recorded the following significant impairments: Interest Income Interest income in the years ended December 31, and was as follows: Interest Expense Interest expense consisted of the following components in the years ended December 31, and Term Loan Indebtedness - Debt extinguishment costs as part of the debt tender offer Debt extinguishment other Forward sale of Teva shares Pfizer termination fee Allergan plc only - Subsequent to December 31, , the Company has sold an additional 6.
On February 13, , the Company entered into additional forward sale transactions under which we sold approximately The value of the shares will be based on the volume weighted average price of Teva shares plus a premium and is expected to settle during the second quarter of Benefit for Income Taxes Benefit for income taxes in the years ended December 31, and was as follows: The reconciliations between the statutory Irish tax rates for Allergan plc and the effective income tax rates were as follows: Allergan plc Years Ended December 31, Statutory rate These provisional amounts will be finalized in or upon the finalization of the financial results.
This resulted in a more favorable impact on the effective tax rate as compared to The amount was mostly offset by benefits recorded in for these capital losses and foreign tax credits. Cost of Sales The increase in cost of sales was due to a full year contribution from the Allergan Acquisition versus nine and a half months in the prior year. General and Administrative Expenses The increase in general and administrative expenses was primarily due to a full year contribution from the Allergan Acquisition versus nine and a half months in the prior year and an increase due to the Company's then new operating management structure wherein more costs are directly supporting the operating segments versus corporate functions.
Cost of Sales The decrease in cost of sales was primarily due to a decline in product revenues as well as an unfavorable product mix, including increased sales of products that are royalty bearing. Segment gross margins declined to General and Administrative Expenses The increase in general and administrative expenses was a result of the Company's then new operating management structure wherein more costs were directly supporting the operating segments versus corporate functions. Net Revenues The increase in net revenues was primarily due to the contribution from the Allergan Acquisition, which contributed a full year in as opposed to nine and a half months in Cost of Sales The increase in cost of sales was primarily due to the contribution from the Allergan Acquisition, which contributed a full year in as opposed to nine and a half months in , which was offset by a favorable product mix.
General and Administrative Expenses The increase in general and administrative expenses was primarily due to the contribution from the Allergan Acquisition, which contributed a full year in as opposed to nine and a half months in , offset, in part, by cost savings due to corporate initiatives. Corporate Corporate represents the results of corporate initiatives as well as the impact of select revenues and shared costs. The Company also incurred charges related to the purchase accounting impact on stock-based compensation related to the Allergan and Forest acquisitions, which increased cost of sales, selling and marketing and general and administrative expenses.
Allergan plc (AGN) 10K Annual Reports & 10Q SEC Filings | Last10K
Shared costs primarily include above site and unallocated costs associated with running our global manufacturing facilities and corporate general and administrative expenses. The increase in shared cost of sales is primarily due to higher operating costs supporting our global operations including higher costs for inventory obsolescence, product validations and capacity expansions. The increase in "Revenues and Shared Costs" versus the prior year were also due to the Allergan Acquisition, which contributed a full twelve months in as opposed to nine and a half months in In the year ended December 31, , integration and restructuring charges were primarily related to the integration of the Legacy Allergan business, as well as the Forest Acquisition.
The Company also incurred charges related to the purchase accounting impact on stock-based compensation related to the Allergan, Kythera, and Forest acquisitions, which increased cost of sales, selling and marketing and general and administrative expenses. In the year ended December 31, , other expenses included the impact of legal settlement reserves.
In addition, in the year ended December 31, , the Company incurred mark-to-market unrealized losses for foreign currency option contracts that were entered into to offset future exposure to movements in currencies.
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Bridge loan commitment fee - Pfizer termination fee On November 23, , the Company announced that it entered into a definitive merger agreement under which Pfizer, a global innovative biopharmaceutical company, and Allergan plc would merge in a stock and cash transaction. On April 6, , the Company announced that its merger agreement with Pfizer was terminated by mutual agreement. The reconciliations between the statutory Irish tax rates for Allergan plc and the effective tax rates were as follows: These expenses included a full year of amortization expense related to intangibles acquired as part of the Allergan Acquisition and incremental costs associated with the acquisition related financing.
This was primarily driven by the inclusion of a full year of Allergan post-acquisition operating income earned in jurisdictions with tax rates lower than the Irish statutory rate and changes to the earnings mix resulting from restructuring associated with the sale of the global generics business. Discontinued Operations On July 27, , the Company announced that it entered into the Teva Transaction, which closed on August 2, The Company disagreed with Teva's proposed adjustment, and, pursuant to our agreement with Teva, each of the Company's and Teva's proposed adjustments were submitted to arbitration to determine the working capital amount in accordance with GAAP as applied by the Company consistent with past practice.
Cost of sales excludes amortization and impairment of acquired intangibles including product rights - 2, Accounts payable and accrued expenses 5, Cash Flows from Operations Our cash flows from operations are summarized as follows: The year ended December 31, also had favorable non-income tax working capital movements versus the prior-year-period. In addition, the Company notes that prior year cash flows from operations were impacted by cash flows generated by our discontinued operations. Investing Cash Flows Our cash flows from investing activities are summarized as follows: These notes were issued to fund, in part, the payment of the tender offers described below.
Allergan plc has not guaranteed the notes. The notes acquired in the Allergan Acquisition are redeemable at any time at the Company's option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. The guarantor of the debt is Allergan plc. The guarantors of the debt are Warner Chilcott Limited and Allergan plc. Credit Facility Indebtedness On August 2, , the Company repaid the remaining balances of all outstanding term-loan indebtedness and terminated its then existing revolving credit facility with proceeds from the Teva Transaction.
The remaining portion of this outstanding indebtedness is due in the year ending December 31, The outstanding indebtedness under this facility at any time is collateralized by the Company's investment in Teva securities.
Morgan Europe Limited , as London Agent; and the other financial institutions party thereto. The Revolver Agreement provides that loans thereunder would bear interest, at our choice, of a per annum rate equal to either a a base rate, plus an applicable margin per annum varying from 0.
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Additionally, to maintain availability of funds, the Company pays an unused commitment fee varying from 0. The Revolver Agreement contains customary affirmative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default, maintenance of corporate existence and compliance with laws, as well as customary negative covenants for facilities of this type, including, among others, limitations on secured indebtedness, non-guarantor subsidiary indebtedness, mergers and certain other fundamental changes and passive holding company status.
The Revolver Agreement also contains a financial covenant requiring maintenance of a maximum consolidated leverage ratio. Long-term Obligations The following table lists our enforceable and legally binding obligations as of December 31, Certain amounts included herein are based on management's estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties and other factors.
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Because these estimates and assumptions are necessarily subjective, the enforceable and legally binding obligation we will actually pay in future periods may vary from those reflected in the table: Amounts exclude fair value adjustments, discounts or premiums on outstanding debt obligations. There are no contingent rental amounts or sublease rentals. Leases are for property, plant and equipment, vehicles and furniture and fixtures. Certain agreements also include royalties based on commercial sales. AGN today reported its fourth quarter and full-year continuing operations performance.
Q4 '17 v Q4. Q4 '17 v Q3. Continuing Operations Tax Rate. We powered strong revenue growth of our top products and in each of our regions. These provisional estimates are based on the Company's initial analysis and current interpretation of the legislation. Treasury, and the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting Standards Board, these estimates may be adjusted during As a result of the divestiture of the Company's generics business and the divestiture of the Company's Anda Distribution business in , the financial results of those businesses have been reclassified to discontinued operations for all periods presented in our consolidated financial statements up through the date of the divestitures.
Included in segment revenues in the twelve months ended December 31, are product sales that were sold by the Anda Distribution business once the Anda Distribution business had sold the product to a third-party customer. These sales are included in segment results and are excluded from total continuing operations revenues through a reduction to Corporate revenues. Cost of sales for these products in discontinued operations is equal to our average third-party cost of sales for third-party branded products distributed by Anda Distribution.
Specialized Therapeutics Segment Information. Three Months Ended December 31,. Cost of sales 1. Segment gross margin 2. Specialized Therapeutics gross margin for the fourth quarter of was General Medicine Segment Information. General Medicine gross margin for the fourth quarter of increased to Botox Therapeutics and Other.
International gross margin for the fourth quarter of was Included within our corporate function are shared costs, including above site and unallocated costs associated with running our global manufacturing facilities, corporate general and administrative expenses and corporate initiatives.
Twelve Months Ending December 31, In this case, the work of the two Florence scribes is evidence that Dijon and Laborde were still in royal court circles when the additions were made. On the other hand, they were hardly available to the Florence scribes through an extended period.
Nothing indicates that the main scribe had access to the repertory when he made his part of Florence The shared repertory in fact only includes a small number of songs already present in Dijon and Laborde, that is Florence nos. Neither the songs later added to the three MSS show any close mutual dependency Florence nos. Maybe the proposed datings of the MSS concerned have to be revised somewhat.
Jane Alden places the activities of the Dijon scribe in the s, and Rifkin and Litterick date Florence in the early s. Fresnau was a singer in the French court chapel before he went to Milan and became a colleague of Compere. Duke Galeazzo of Milan was murdered in , and the following year his heir disbanded his chapel. It is a possibility that Fresnau accompanied by Compere more or less directly went back to the French court chapel where both of them stayed on for a long time — as it is well known nearly all archival documentation concerning the personnel of the chapel has disappeared.
By these adjustments we can establish a picture of a group of sources for the history of the French chanson, which is closely interweaved and shows continuity — quite different from the traditional picture of scattered sources. Concurrently a picture emerges of a setting for the production of musical artefacts, which is bigger and more institutionalized than what we earlier have been able to imagine.
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Our picture depicts a more extended group of scribes or musicians who in turn or according to their periods of employment handled these functions. The role of scribe to the French court chapel seems to be an alternative proposal. However, the sources do not tell us much about the function of the scribe in connection with the court chapel.
And it is hardly likely that projects involving elegant, commissioned chansonniers were hauled around with the chapel on its journeys. Maybe we should rather imagine that the court chapel was associated with a supplier based in a big city, where access to affluent customers was steady. Paris, residence of for the central administration with its many highly educated, rich and socially ambitious officials, is an obvious guess, but also Tours, which during the decades following the end of the Hundred Years War for long periods de facto functioned as the capital of the kingdom, 12 and other localities must be considered.
The lack of research on these topics of course makes all this hypothetical. Some time during the late s the main scribe Hand A began a chansonnier, probably on commission from a member of the French court. The 3rd fascicle, which originally contained four attractive songs only, might have been a sort of trial pages to show his patron; he never got around to get this fascicle integrated into the manuscript.
Having obtained the approval of the recipient he then produced the fascicles and most of their contents. A change of plan; probably the original recipient was no longer available. Hand A tries to make his collection more attractive to a new customer by sketching two fascicles with sacred music and a dedication motet; the manuscript may now be intended as a gift. Fresnau and Compere enter the royal chapel, and their music becomes easily accessible to the scribes before Another scribe Laborde D helps out with the complement of repertory, the index is updated, and finally Laborde is delivered to a buyer.
Hand A abandons his own project without finishing the copying of no. Hand B assumes responsibility for Florence and supplies chansons by first and foremost Pietrequin, Compere and Agricola in due course assisted by hands C and D ; he probably has the manuscript bound in some form. The Dijon chansonnier is as a finished product handed over to an owner. At some point it ends up in Florence, possibly by the mediation of Pietrequin.