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Concordia International Corp. – ‘40FR12B’ on 6/1/15 – ‘EX-99.4’

On:  Monday, 6/1/15, at 5:09pm ET   ·   Accession #:  1193125-15-209295   ·   File #:  1-37413

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/01/15  Concordia International Corp.     40FR12B               36:10M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration of Securities of a Canadian Issuer --  HTML     40K 
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Exhibit 99.4

Consolidated Financial Statements of

Concordia Healthcare Corp.

December 31, 2014 and 2013

Table of Contents

		Collins Barrow Toronto LLP Collins Barrow Place 11 King Street West
		Suite 700, Box 27
		Toronto, Ontario
		M5H 4C7 Canada
INDEPENDENT AUDITORS’ REPORT		T.		416.480.0160
		F.		416.480.2646
To the Shareholders of Concordia Healthcare Corp.		www.collinsbarrow.com

We have audited the accompanying consolidated financial statements of Concordia Healthcare Corp. and its subsidiaries, which comprise the consolidated balance sheets as at December 31, 2014 and 2013 and the consolidated statements of income and comprehensive income, changes in equity, and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Concordia Healthcare Corp. and its subsidiaries as at December 31, 2014 and 2013, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Licensed Public Accountants

Chartered Accountants

March 19, 2015

Toronto, Ontario

[3]

Concordia Healthcare Corp.

Consolidated Balance Sheets

As at December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Commitments and contingencies (Note 21)

Subsequent events (Note 26)

Approved and authorized for issue by the Board of Directors on March 19, 2015.

The accompanying notes are an integral part of these consolidated financial statements.

[4]

Concordia Healthcare Corp.

Consolidated Statements of Income and Comprehensive Income

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The accompanying notes are an integral part of these consolidated financial statements.

[5]

Concordia Healthcare Corp.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The accompanying notes are an integral part of these consolidated financial statements.

[6]

Concordia Healthcare Corp.

Consolidated Statements of Cash Flows

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The accompanying notes are an integral part of these consolidated financial statements.

[7]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Concordia Healthcare Corp. (the “Company”, “Concordia” or the “Group”) is an integrated healthcare company that targets three areas: (a) legacy pharmaceutical products; (b) specialized healthcare distribution that services the growing diabetic market; and (c) the acquisition and/or development of orphan drugs.

These three business units are run as separate divisions but are inter-related. The cash-flow from legacy pharmaceutical products is used to fund operations and is also intended to fund the expansion of indications for potential orphan drugs. The specialized healthcare distribution division provides additional growth and cash-flow generation. Additionally, through its registered pharmacy operation, this business is intended to provide a specialty distribution capability for orphan drugs once acquired and/or developed. The three business units were acquired during 2013 and are expected to provide the Company with an increased market share of the related products, as well as savings in costs through economies of scale. During 2014, the Company has grown the Legacy Pharmaceuticals Division through the acquisition of Donnatal^® and Zonegran^®.

On December 20, 2013 the Company entered into an amalgamation agreement (the “Amalgamation Agreement”) and completed its qualifying transaction (the “Qualifying Transaction”). The Qualifying Transaction proceeded by way of a “three-cornered” amalgamation among Mercari Acquisition Corp. (“Mercari”), a capital pool company listed on the NEX board of the TSX Venture Exchange, Mercari Subco Inc., a wholly-owned subsidiary of Mercari, and Concordia Healthcare Inc., (“CHI”), a private Ontario corporation incorporated on December 5, 2012. On December 18, 2013, Mercari changed its name to “Concordia Healthcare Corp.” and completed a consolidation of its share capital on a basis of one post-consolidation common share for every 48.08 common shares existing immediately before the consolidation. The Qualifying Transaction resulted in a reverse takeover of Mercari by the shareholders of CHI (the “Reverse Takeover”).

Immediately upon completion of the Qualifying Transaction, the shareholders of CHI held 98.5% of the shares of the amalgamated corporation, and for accounting purposes CHI was deemed to be the acquirer. The Qualifying Transaction constituted a reverse takeover but did not meet the definition of a business combination under International Financial Reporting Standards (“IFRS”) 3, Business Combinations; accordingly the Company has accounted for the transaction in accordance with IFRS 2, Share-based Payment. The assets and liabilities of Mercari have been included in the Company’s consolidated balance sheet at fair value, which approximate their pre-combination carrying values.

Mercari’s shares were delisted from the NEX board of the TSX Venture Exchange. Concordia Healthcare Corp.’s shares were listed for trading on the TSX under the symbol “CXR” on December 24, 2013.

The registered and head office of the Company is located at 277 Lakeshore Rd. East, Suite 302, Oakville, Ontario, L6J 1H9.

[8]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

These consolidated financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. The consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments that are measured at fair values, as explained in the accounting policies below. The accounting policies have been consistently applied throughout the period unless otherwise stated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

CHI was incorporated on December 5, 2012, however, the entity was not capitalized and did not commence operations until May of 2013. During the year, Hawthorn Drug Group Inc. was incorporated but was not capitalized and did not commence operations.

Acquisitions during the year ended December 31, 2014 and 2013 have been accounted for as business combinations using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition-related transaction costs are recognized in income and comprehensive income as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

[9]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

The following pronouncements were issued by the International Accounting Standards Board (IASB) or the International Financial Reporting Interpretations Committee (IFRIC). The adoption of the pronouncements did not have a material impact on the Company’s financial statements, unless otherwise noted below.

Consolidated Financial Statements

In October 2012, the IASB issued amendments to IFRS 10 Consolidated financial statements to require investment entities to measure subsidiaries at fair value through profit or loss. In addition, IFRS 12 Disclosure of interests in other entities has been amended to include disclosure requirements for investment entities. IAS 27 Separate financial statements has been amended to require investment entities to measure investments in subsidiaries at fair value through profit or loss when separate financial statements are presented. The amendments are effective for annual periods beginning on or after January 1, 2014.

Financial Instruments: Presentation

IAS 32 Financial Instruments: Presentation was amended by the IASB in December 2011. Offsetting Financial Assets and Financial Liabilities amendment addresses inconsistencies identified in applying some of the offsetting criteria. The amendment is effective for annual periods beginning on or after January 1, 2014.

Impairment of Assets

IAS 36 Impairment of Assets was amended by the IASB in June 2013. Recoverable Amount Disclosures for Non-Financial Assets amendment modifies certain disclosure requirements about the recoverable amount of impaired assets if that amount is based on fair value less costs to sell. The amendment is effective for annual periods beginning on or after January 1, 2014.

[10]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Levies

IFRIC Interpretation 21, Levies, was issued by the IFRIC in May 2013. The Interpretation on the accounting for levies imposed by governments clarifies the obligating event that gives rise to a liability to pay a levy. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014.

The following pronouncements were issued by the IASB or the IFRIC. Those pronouncements that are not applicable or do not have a significant impact to the Company have been excluded from the summary below. The following have not yet been adopted and are being evaluated to determine the resultant impact on the Company.

Financial Instruments

IFRS 9 Financial Instruments was issued in final form in July 2014 by the IASB and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 also includes requirements relating to a new hedge accounting model, which represents a substantial overhaul of hedge accounting which will allow entities to better reflect their risk management activities in the financial statements.

The most significant improvements apply to those that hedge non-financial risk, and so these improvements are expected to be of particular interest to non-financial institutions. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. Earlier application is permitted.

Presentation of Financial Statements

IAS 1 Presentation of Financial Statements was amended by the IASB in December 2014. The amendments are designed to further encourage companies to apply professional judgement in determining what information to disclose in their financial statements. For example, the amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should use professional judgement in determining where and in what order information is presented in the financial disclosures. The amendments are effective for annual periods beginning on or after January 1, 2016. Earlier application is permitted.

[11]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Revenue from Contracts with Customers

In May 2014, IASB issued IFRS 15 Revenue from Contracts with Customers. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The new standard is effective for annual periods beginning on or after January 1, 2017. Earlier application is permitted. IFRS 15 supersedes the following standards: IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers, and SIC-31 Revenue—Barter Transactions Involving Advertising Services.

Property, Plant, Equipment, and Intangible Assets

In May 2014, IASB amended IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets to clarify that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendments are effective for annual periods beginning on or after January 1, 2016. Earlier application is permitted.

Joint Arrangements

In May 2014, IASB amended IFRS 11 Joint Arrangements to add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendment is effective for annual periods beginning on or after January 1, 2016. Earlier application is permitted.

The wholly owned subsidiaries of the Company are consolidated to produce the financial results for the consolidated corporation. All intercompany transactions, balances, income and expenses on transactions between the subsidiaries are fully eliminated. Profits and losses resulting from intercompany transactions that were recognized are also fully eliminated.

These consolidated financial statements include the following wholly owned subsidiaries of the Company: Concordia Healthcare, Inc. (“CHI”); Concordia Pharmaceuticals Inc. (“CPI”); Concordia Healthcare (USA) Inc. (“CHUSA”), Complete Medical Homecare, Inc. (“CMH”); Concordia Laboratories Inc. (“CLI”); Concordia Labs Inc. (“Labs”); Pinnacle Biologics, Inc. (“Pinnacle”), and Pinnacle’s wholly owned material subsidiaries, Pinnacle Biologics B.V., Pinnacle Oncology LLC and Compagnie Biologiques Pinnacle (Quebec).

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those followed by other members of the Company.

[12]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers.

The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the Chief Executive Officer and Chief Financial Officer of the Company.

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (their “functional currency”). The Company has determined that the functional currency of all of its major entities is the United States Dollar. The consolidated financial statements are presented in thousands of United States dollars, which in the opinion of management is the most appropriate functional currency as it is used to a significant extent in, or has a significant impact on, the operations of the Company and reflects the economic substance of the underlying events and circumstances relevant to the Company.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for:

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations are translated into United States Dollars using exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.

[13]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Fixed assets are stated at cost less accumulated depreciation and impairment losses. Depreciation is recorded as follows:

Repair and maintenance expenditures that extend the useful life of the asset are capitalized and minor repair and maintenance costs are expensed as incurred to the statement of income and comprehensive income. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within the statement of income and comprehensive income.

Leases are classified as finance leases when the lease arrangement transfers substantially all of the risks and rewards related to the ownership of the leased asset. The related asset is then recognized at the inception of the lease at the fair value of the leased asset or, if lower, the present value of the lease payments plus incidental payments, if any. A corresponding amount is recognized as a finance lease liability. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Depreciation methods and useful lives for assets held under finance lease agreements correspond to those applied to comparable assets which are legally owned by the Company. The corresponding finance lease liability is reduced by lease payments net of imputed interest. All other leases are treated as operating leases. Payments on operating lease agreements are recognized as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.

Goodwill represents the excess amount of consideration given over the fair value of the underlying assets in a business combination, and is measured at cost less accumulated impairment losses. Goodwill is not amortized, but is tested for impairment on an annual basis or more frequently if there are indications that goodwill may be impaired. For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash generating units (“CGU”) that are expected to benefit from the synergies of the acquisitions. If the recoverable amount of the CGU is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to other assets of the CGU.

[14]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recorded as follows:

The estimated useful life is reviewed at the end of each reporting period with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite lives are subject to annual impairment tests.

The Company reviews assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Intangible assets with indefinite lives are tested for impairment annually or more frequently if events or changes in circumstances indicate that they may be impaired.

For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGUs”). Recoverable amount is the higher of an asset’s fair value less the cost of disposal and value in use, (being the present value of the expected future cash flows of the relevant asset or CGU), as determined by management.

Any impairment losses are recognized immediately in the consolidated statement of income and comprehensive income. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

Provisions are recognized when present (legal or constructive) obligations as a result of a past event will lead to a probable outflow of economic resources and amounts can be estimated reliably. Provisions are measured at management’s best estimate of the expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation.

The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resources as a result of present obligations is considered remote, no liability has been recognized.

[15]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the differences between the tax basis and carrying amounts of assets and liabilities, for operating losses and for tax credit carry-forwards. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which temporary differences can be utilized. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates and laws.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that is no longer probable that sufficient taxable profits will be available to the allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

The Company classifies all financial instruments as held-to-maturity, available-for-sale, fair value through profit or loss (“FVTPL”), loans and receivables or other liabilities. Financial assets held-to maturity, loans and receivables and financial liabilities other than those classified as FVTPL, are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss). Financial liabilities are classified as either financial liabilities classified as FVTPL or other financial liabilities. Financial liabilities are classified as FVTPL when the liability is either classified as held-for-trading or it is designated as FVTPL. A financial liability may be designated at FVTPL upon initial recognition if it forms part of a contract containing one or more embedded derivatives. Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in net income (loss). Other financial liabilities are subsequently measured at amortized cost using the effective interest method.

Transaction costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial liabilities are included in the initial carrying amount of the asset.

[16]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Company has classified its financial instruments as follows:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

[17]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described, as follows, based on the lowest-level input that is significant to the fair value measurement as a whole:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Purchase price consideration payable is considered as a Level 3 financial instrument in the hierarchy.

In connection with the issuance of debt, the Company issued warrants denominated in a foreign currency, with an option for a cashless exercise in which the settlement price caused the conversion ratio to be variable. Accordingly the warrants were initially classified as a liability. Gains and losses on re-measurement are presented separately on the statement of income and comprehensive income.

The warrants were exercised via a non-cash exercise during the period ended December 31, 2013, with the change in fair value from the initial issuance of the warrants to the date of non-cash exercise being recognized in the statement of income.

The Company has a stock option plan as described in Note 19 that allows for the issuance of stock options to employees, directors, officers, and others as determined by the Board of Directors. Under IFRS, each option installment is treated as a separate option grant with graded-vesting features, forfeitures are estimated at the time of grant and revised if actual forfeitures are likely to differ from previous estimates, and options granted to parties other than employees are measured at their fair value on the date goods or services are received. The fair value of the goods and services received are determined indirectly by reference to the fair value of the instrument granted, unless the fair value of the goods and services received is reliably determinable. Over the vesting period of the option grants, the fair value is recognized as compensation expense and a related credit is recorded as reserve for share-based compensation. The reserve for share-based compensation is reduced as options are exercised through a credit to share capital. The consideration paid by option holders is credited to share capital when the options are exercised.

[18]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Basic income per share is calculated by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated by dividing the applicable net earnings by the sum of the weighted average number of shares outstanding during the year and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.

Revenue is recognized in the consolidated statement of income when goods are delivered and titles have been passed, at which time all the following conditions are satisfied:

Revenue represents the amounts receivable after the deduction of discounts, harmonized sales tax, other sales taxes, allowances given, provisions for chargebacks, other price adjustments and accruals for estimated future rebates and returns. The methodology and assumptions used to estimate rebates and returns are monitored and adjusted in light of contractual and historical information.

Revenue from licensing and profit-sharing arrangements is recognized on an accrual basis in accordance with the substance of the relevant agreement. Arrangements determined on a time basis are recognized on a straight-line basis over the period of the agreement. Arrangements that are based on production, sales and other measures are recognized by reference to the underlying arrangement.

Inventories consist of raw materials, work-in-progress and finished goods. Inventory is valued at the lower of cost based on weighted average price and net realizable value. Net realizable value is the estimated selling prices less applicable selling expenses and costs to complete. If the carrying value exceeds the net realizable value, a write-down is recognized.

A reserve is taken on inventory for quantities not expected to be consumed. This reserve offsets the inventory balance. There were no reversals of inventory reserve for the period presented.

When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions regarding recognition and measurement of assets, liabilities, income and expenses. Information about the judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

[19]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Revenue recognition:

The provision for chargebacks is a significant and complex estimate used in the recognition of revenue. In the USA, the Company sells its products directly to wholesale distributors. The wholesale distributors sell directly to independent pharmacies, managed care organizations, hospitals and group purchasing organizations (“indirect customers”). The difference between what price the Company sells to the wholesaler and what price the wholesaler sells to the indirect customer is called a chargeback. The provision for chargebacks is based on historical sales levels to wholesalers. As sales are made to large wholesale customers, the Company continually monitors the provision for chargebacks and makes adjustments when it believes that actual chargebacks may differ from estimated provisions.

The provision for returns is a significant and complex estimate used in the recognition of revenue. The Company has a returns policy that allows wholesalers to return the product within a specified period prior to and subsequent to the expiration date. Provisions for returns are recognized in the period in which the underlying sales are recognized, as a reduction of sales revenue. The Company estimates provisions for returns based upon historical experience, representing management’s best estimate. While such experience has allowed for reasonable estimations in the past, history may not always be an accurate indicator of future returns. The Company continually monitors provisions for returns and makes adjustments when it believes that actual product returns may differ from established reserves.

The provision for rebates is a significant and complex estimate used in the recognition of revenue. Rebates are granted to healthcare authorities and under contractual arrangements with certain customers. Products sold in the USA are covered by various programs (such as Medicaid and Medicare) under which products are sold at a discount. The Company estimates its provisions for rebates based on current contractual terms and conditions as well as the historical experience, changes to business practices and credit terms. While such experience has allowed for reasonable estimations in the past, history may not always be an accurate indicator of future rebate liabilities. The Company continually monitors the provision for rebates and makes adjustments when it believes that actual rebates may differ from establishes provisions. All rebates are recognized in the period in which the underlying sales are recognized as a reduction of sales revenue.

The provision for other price adjustments is a significant and complex estimate used in the recognition of revenue. Other price adjustments are credits issued by the wholesaler to reflect various decreases in the selling price. The price that the Company sells to the wholesaler is called the Wholesale Acquisition Cost (or “WAC”). Decreases to WAC are discretionary decisions made by the Wholesalers to reflect competitive market conditions. Amounts recorded for other price adjustments are based upon estimated decline in market prices. The Company regularly monitors these and other factors and re-evaluates the provision as additional information becomes available.

[20]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Share-based payments and compensation

The compensation expense related to share-based payments is determined using the Black-Scholes option pricing model. The assumptions used in the model are weighted average share price at the grant date, exercise price, volatility, dividend yield, expected option life, forfeiture rate and risk free interest rate. Additional information is disclosed in Note 19.

Impairment of non-financial assets

The Company reviews amortized non-financial assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. It also reviews annually non-financial assets with indefinite life for impairment. If the recoverable amount of the respective non-financial asset is less than its carrying amount, it is considered to be impaired. In the process of measuring the recoverable amount, management makes assumptions about future events and circumstances. The actual results may vary and may cause significant adjustments.

Amortization of intangible and other assets

The amortization expense related to intangible and other assets is determined using estimates relating to the useful life of the related assets. Additional information is disclosed in Note 10.

Income taxes

The Company is subject to income taxes in different jurisdictions and therefore uses judgment to determine the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain. Provisions for uncertain tax positions are recorded based on management’s estimate of the most likely outcome. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Fair value of warrants

The fair values of warrants that are not traded in an active market are determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. Additional information is disclosed in Note 14.

Accounting for acquisitions

The Company assesses whether an acquisition should be accounted for as an asset acquisition or a business combination under IFRS 3. This assessment requires management to make judgements on whether the assets acquired and liabilities assumed constitute a business as defined in IFRS 3 and if the integrated set of activities, including inputs, processes acquired, is capable of being conducted and managed as a business and the Company obtains control of the business. The Company’s acquisitions have been accounted for as business combinations.

Other area of estimation includes the determination of the purchase price contingent consideration on business combinations, allowance for doubtful accounts, amortization rates and weighted average cost of capital used in various cash flow projections.

[21]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Mercari Transaction

As described in Note 1, the Company entered into the Amalgamation Agreement on December 20, 2013. Outstanding options to acquire the shares of Mercari Acquisition Corp. were exchanged for options to acquire the shares of the Company. The Mercari options were converted on a basis of one option to acquire the Company’s stock for every 48.08 options existing immediately before the consolidation. Options of the Company issued to Mercari option holders were valued using the Black-Scholes option pricing model using the following weighted average parameters:

The options have been recorded as an expense during the year ended December 31, 2013. The related credit has been recorded as a reserve for share-based compensation.

The purchase price had been allocated as follows:

[22]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Shionogi Transaction

CPI acquired its legacy pharmaceutical business assets from Shionogi Inc. (“Shionogi”) on May 6, 2013 through a business combination. These legacy pharmaceutical assets are comprised of three FDA approved drug patents: Kapvay (patent), which is used to effectively treat Attention Deficit Hyperactivity Disorder, Ulesfia (patent), which is a topical treatment for pediculosis (head lice), and Orapred (in-licenced third party patent), an anti-inflammatory used in the treatment of certain pulmonary diseases such as asthma.

The purchase price paid to Shionogi was $28,704 comprised of $27,912 in cash consideration and $792 of contingent consideration, terms and conditions described in Note 16.

Following closing, as additional consideration for the sale, transfer, conveyance and assignment of the assets and the grant of the Ulesfia license, CPI must pay Shionogi thirty percent (30%) of worldwide Net Sales of Kapvay and Royalty Income relating to Kapvay if sales exceed $1,500 (in the aggregate) during each calendar quarter commencing with the Calendar Quarter beginning October 1, 2013 (the “Kapvay Contingency Payments”) until the Kapvay Contingency Payments equal $6,000 in aggregate.

As the Company expects to meet some of the sales requirements, a provision for the purchase price contingent consideration payable in the amount of $792 has been recorded as additional purchase price. This amount is shown as a current liability and therefore has not been discounted.

The purchase price has been allocated as follows:

The goodwill arising on acquisition is deductible for tax purposes.

[23]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Global Medical Direct Transaction

CHUSA acquired its specialty healthcare distribution business assets from Global Medical Direct LLC and affiliated entities (collectively “Global”) on October 25, 2013 with an effective date of August 1, 2013.

The Company’s specialty healthcare distribution business is a United States national internet and mail-order provider of diabetes testing supplies and other healthcare products. This business also includes a full-service pharmacy with full fulfilment capacity and can ship medications across the United States.

The Company acquired the specialty healthcare distribution business for total consideration of $13,157 comprised of $5,000 of cash, a vendor note with a fair value on the date of acquisition of $5,625 and an additional earn-out payment with an estimated present value of $2,532 payable in Common Shares of Concordia, subject to meeting certain performance metrics as described in Note 16.

The purchase price has been allocated as follows:

The goodwill arising on acquisition is deductible for tax purposes.

[24]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Pinnacle Biologics, Inc. Transaction

On November 8, 2013, CHI and certain of its subsidiaries, entered into an Agreement and Plan of Merger with Pinnacle (the “Pinnacle Purchase Agreement”). Pursuant to the Pinnacle Purchase Agreement, on December 20, 2013, the Company acquired 100% of the shares of Pinnacle for total consideration of $58,017 comprised of $32,672 of cash consideration, $5,000 of common shares of CHI issued at a price of CAD $5.63 per common share, 10 annual cash payments with an estimated present value of $5,019 and milestone and other contingency payments with an estimated value of $15,326, subject to meeting certain milestone and performance targets as described in Note 16. The common shares of CHI were subsequently exchanged for common shares of the Company pursuant to the Qualifying Transaction.

The purchase price has been allocated as follows:

The goodwill arising on acquisition is not deductible for tax purposes.

[25]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Donnatal Transaction

On May 15, 2014, Concordia, through its wholly owned subsidiary, CPI, completed the purchase of Donnatal^®, pursuant to the terms and conditions of a definitive agreement, from a privately held specialty pharmaceutical company carrying on business as Revive Pharmaceuticals. Donnatal^® is an adjunctive therapy in the treatment of irritable bowel syndrome (“IBS”) and acute enterocolitis.

The purchase price paid to Revive Pharmaceuticals was $329,151 comprised of $200,000 in cash and an aggregate of 4,605,833 common shares of the Company valued at $129,151 based on the closing price of the Company’s stock on May 15, 2014 of CAD$30.50 per share converted to USD using the May 15, 2014 Bank of Canada closing USD: CAD exchange rate of 1:1.0877.

The Company paid for the cash component of the acquisition through a combination of available cash and debt financing. Accordingly, the Company entered into a secured credit facility having a principal amount of up to $195,000, consisting of a $170,000 term loan and a $25,000 operating line (the “Credit Facility”) (Note 14). The Credit Facility is secured by the assets of the Company and the assets of its material subsidiaries. The Company expensed $8,314 of transaction costs in relation to the acquisition.

The purchase price has been allocated as follows:

The goodwill arising on acquisition is deductible for tax purposes.

[26]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

The Zonegran Transaction

On September 30, 2014, Concordia, through its wholly owned subsidiary CPI, completed the purchase of Zonegran^® for commercialization and sale in the United States, including Puerto Rico, from Eisai Inc. (“Eisai”), pursuant to the terms and conditions of a definitive agreement. Zonegran^® is an adjunctive therapy in the treatment of partial seizures in adults with epilepsy.

The purchase price paid to Eisai was $91,402 in cash, which included approximately $1,402 for purchased inventory.

The Company paid for the acquisition through debt financing. Accordingly, the Company entered into an incremental senior credit facility of $95,000 (the “Incremental Term Loan”) (Note 14) by way of an amendment and restatement of the Credit Facility. All obligations of the Company under the Incremental Term Loan and the amended Credit Facility are secured by the assets of the Company and the assets of its material subsidiaries. The Company expensed $3,849 of transaction costs in relation to the acquisition.

The purchase price has been allocated as follows:

Accounts receivable, as at December 31, consist of the following:

There were $1,954 of write-offs recorded during the year ended December 31, 2014 (2013 - $nil).

[27]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Inventory, as at December 31, consists of the following:

Inventory amounts charged to cost of sales during the year is $7,493 (2013 – $5,813). The Company increased its reserve for obsolete inventory by $488 during the year. There were no inventory write-downs charged to cost of sales during the year, other than the current reserve.

Prepaid expenses and other current assets, as at December 31, consist of the following:

[28]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Acquired product rights include brands, trademarks and patents that were acquired as part of the transactions described in Note 5. In 2014 the Company reassessed the useful lives of its intangible assets and changed the estimate for certain acquired product rights from an indefinite life to useful lives ranging from 15 to 30 years. As a result, amortization for these assets in 2014 was $11,040 and will be $20,820 on an annual basis starting in 2015 through the end of their respective useful life.

The customer list was acquired effective August 1, 2013 from Global as described in Note 5.

The intellectual property was acquired on December 20, 2013 as part of the acquisition of Pinnacle and its subsidiaries as described in Note 5.

[29]

Concordia Healthcare Corp.

Notes to Consolidated Financial Statements

For the years ended December 31, 2014 and 2013

(Stated in thousands of U.S. Dollars, except per share amounts)

Goodwill was acquired as part of the acquisitions described in Note 5 and, as at December 31, consists of:

The carrying value of goodwill is reviewed at each reporting date to determine whether there exist any indications of impairment. As at December 31, 2014 there was no impairment and no impairment loss has been recognized. The Company determined the recoverable amount based on value-in-use, which was calculated using a cash flow projection for each of CGUs over a period of five years and a terminal value. The projected cash flows included a growth rate of 5% and were discounted using a rate of 10%.

The following table describes movements in the Company’s provisions balance:

The closing balance relates to provisions made to estimate the liabilities arising from chargebacks, returns, rebates and other price adjustments as explained in Note 3. Although these estimates and provisions relate to revenue recognition transactions, namely the sales of products, the payments made for the underlying transactions are made directly to the claimants concerned and not to the original customer. Payments are expected within 12 months from the balance sheet date. Invoices received for such charges and estimates are shown in the Accounts Payable when received. The provision is for the uninvoiced portion of the charges and estimates.

Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The 2014 average rates used in the year ended December 31, 2014 for Canada, USA and Barbados were 26.5%, 34.66% and 1.03%, respectively (2013 – 26.5%, 34.66% and 2.26%, respectively).

In Barbados, the Concordia subsidiaries are classified as an International Business Corporations (“IBC”) where there is a sliding scale corporate tax rate with a ceiling rate of 2.5% on income up to Barbados Dollar (“BBD”) $10 million and a minimum floor rate of 0.25% when income exceeds BBD$30 million. The rate declines by 0.5% for each incremental BBD$10 million until the floor rate is achieved.

[30]