Basis of Preparation and Significant Accounting Policies | Note 1. Basis of Preparation and Significant Accounting Policies Basis of Preparation These unaudited interim condensed consolidated financial statements include the accounts of Innocoll Holdings plc and its subsidiaries (herein referred to as “we,” “us,” “our,” “Innocoll” or the “Company”) and have been prepared These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained i The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Proposed Transaction On April 4, 2017, Innocoll entered into an agreement (the “Transaction Agreement”) on the terms of a recommended offer with Gurnet Point L.P., (“Gurnet Point”) a Delaware limited partnership acting through its general partner Waypoint International GP LLC, and Lough Ree Technologies Limited (“Gurnet Bidco”), an Irish private limited company and wholly-owned subsidiary of Gurnet Point. Under the recommended offer Gurnet Bidco will acquire the entire issued ordinary shares of the Company (the “Acquisition”) as of immediately prior to the effective date of the acquisition, subject to certain conditions, including the receipt of the necessary approval from the Company’s shareholders and other customary closing conditions. For each ordinary share of the Company, Gurnet Bidco will pay: (a) $1.75 in cash and (b) a contingent value right (each, a “CVR”) to be issued by Gurnet Bidco on the terms and conditions set forth in a CVR agreement to be entered into between Gurnet Bidco and an as of yet unidentified third party, as rights agent (the “Rights Agent”) in connection with the completion of the acquisition (the “CVR Agreement”), which will represent the contractual right to receive additional payments in cash up to a maximum aggregate amount of $4.90 per CVR, contingent upon the Company’s achievement of certain milestones related to the approval of the Company’s drug candidate Xaracoll by the U.S. Food and Drug Administration (“FDA”) and to the achievement of certain sales targets. The aggregate value of the transaction is $209 million (including the maximum amount payable upon achievement of the CVR milestones). In connection with the Acquisition, on May 9, 2017, the Company (in its capacity as the Guarantor) and its wholly-owned subsidiary, Innocoll Pharmaceuticals Limited, an Irish private limited company (the “Borrower”) entered into a Loan and Guaranty Agreement (the “GP Term Loan Agreement”) with Gurnet Point. Pursuant to the GP Term Loan Agreement, upon the agreed upon drawdown date, Gurnet Point or its Affiliate (the “Lender”) will loan the Borrower an aggregate principal amount of up to $10 million (the “GP Term Loan”). Upon entry into the GP Term Loan Agreement, the Company granted to Gurnet Bidco a warrant (the “Warrant”) to subscribe for up to 5% of the outstanding share capital of Innocoll as of December 31, 2017 for an exercise price of $0.01 per Company share. The Warrant will be exercisable if the GP Term Loan is not repaid in full by December 31, 2017. On May 5, 2017, in order to obtain the consent of The European Investment Bank (“EIB”) to enter into the GP Term Loan Agreement (i) the Company, the Borrower and the EIB entered into an Amendment and Waiver Agreement (the “Amendment Agreement”) to modify certain terms of the Finance Contract (the “Finance Contract”) between the Borrower and the EIB and (ii) the Company, the Lender, the Borrower and the EIB entered into an Intercreditor Deed (the “Intercreditor Deed”). The Amendment Agreement permits the entry into the GP Term Loan Agreement and modifies certain terms of the Finance Contract, including the maturity date of the Finance Contract under the occurrence of certain events. Subject to the prior condition that the Company raises, prior to December 15, 2017, at least $25 million through one or more equity financings, shareholder loans or from licensing revenue and has at least $25 million in cash on hand at December 30, 2017 (referred to as the “Extension Conditions”), the Intercreditor Deed provides that the Company may repay the GP Term Loan on December 30, 2017, prior to the repayment of the obligations under the Finance Contract, without such repayment constituting an event of default under the Finance Contract. The Amendment Agreement further provides that, if on December 31, 2017, the Acquisition has not been effected and the Extension Conditions have not been achieved, the EIB has the right to demand repayment of all of the obligations outstanding under the Finance Contract on or after December 31, 2017 instead of having to wait until the existing maturity on the outstanding obligations. Other than transaction expenses associated with the proposed transaction of $2.3 million for the three months ended March 31, 2017, the proposed transaction did not impact the Company's unaudited interim condensed consolidated financial statements. Accounting Pronouncements Accounting Standard Update (“ASU”) 2014-09 “Revenue from Contracts with Customers.” 1) identify the contract; 2) identify performance obligations; 3) determine the transaction price; 4) allocate the transaction price; and 5) recognize revenue. The ASU will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. For public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date for ASC 606 is annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The effective date for all other entities is annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the ASU early, as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply ASC 606 early as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies ASC 606. The company intends to adopt the standard for annual periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is currently establishing an implementation process to complete an initial assessment as to the impact of the standard on its contract portfolio and to commence implementing the ASU. The Company will select a representative sample of its contracts to review to identify the potential differences that would result from applying the requirements of the new standard and base its initial assessment on this process. Once completed the Company will complete a final assessment of the impact of the ASU and determine whether or not it will have a material impact on the Company’s financial statements and select its method of adoption at that time. The ASU provides detailed disclosure requirements, which are more detailed than under current U.S. GAAP. This will represent a significant change from current practice and significantly increase the volume of disclosures required in the financial statements. The Company expects to complete its impact assessment over the coming months and initiate efforts to redesign impacted processes, policies and controls. ASU 2015-11 “Simplifying the Measurement of Inventory.” ASU 2016-02, “ Leases ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting. ASU 2016-15, “Statement of Cash Flows ASU 2016-18 “Statement of Cash Flows The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations. The planned adoption dates for all standards not yet implemented are based on the Company’s current classification as an Emerging Growth Company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period as noted in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. If this classification changes, we will re-valuate our timeline for implementing these standards. |