Exhibit 99.2
GENE LOGIC INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated condensed financial statements as of and for the nine months ended September 30, 2006 and for each of the three years ended December 31, 2005 have been derived from the historical consolidated financial statements of Gene Logic Inc. to give effect to the sale of its Preclinical Division to Bridge Pharmaceuticals, Inc. that occurred on December 15, 2006 as if it occurred as if of the earlier dates described below.
The unaudited pro forma consolidated condensed balance sheet as of September 30, 2006 reflects the financial position of the Company after giving effect to the disposition of the Preclinical Division and receipt of net proceeds as if the disposition occurred on September 30, 2006.
The unaudited pro forma consolidated condensed statement of operations for the nine-month period ended September 30, 2006 assumes the disposition of the Preclinical Division occurred on January 1, 2006. The unaudited pro forma consolidated condensed statement of operations for each of the three years ended December 31, 2005 is presented as if the disposition occurred on April 1, 2003, the date on which Gene Logic Inc. acquired TherImmune Research Corporation (renamed Gene Logic Laboratories Inc., and referred to as the Company’s Preclinical Division).
The sale price was $15 million (a portion of which will be held in escrow for up to one year to guarantee certain obligations under the sale agreement), subject to a final adjustment of certain changes in working capital and the assumption of certain liabilities associated with the business. The net proceeds of the sale of the Preclinical Division (net of costs associated with the sale) are estimated to be $13.2 million.
The pro forma adjustments are described in the accompanying notes and are based upon available information and various assumptions that management believes are reasonable. These adjustments give effect to events directly attributable to the transaction.
The accompanying unaudited pro forma financial information should be read in conjunction with the historical financial statements and the related notes thereto of Gene Logic Inc. The unaudited pro forma financial information is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the times indicated, nor is it necessarily indicative of the future financial position and the results of operations of Gene Logic Inc.
GENE LOGIC INC. |
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET |
(in thousands) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | September 30, 2006 | |
| | | Gene Logic | | | Pro Forma | | | | | Total | |
| | | Historical | | | Adjustments | | | | | Pro Forma | |
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 24,115 | | $ | 11,722 | | (1 | ) | $ | 35,837 | |
Marketable securities available-for-sale | | | 21,401 | | | - | | | | | 21,401 | |
Accounts receivable, net of allowance of $45 | | | 373 | | | - | | | | | 373 | |
Unbilled services | | | 329 | | | - | | | | | 329 | |
Inventory, net | | | 2,531 | | | - | | | | | 2,531 | |
Prepaid expenses | | | 1,830 | | | - | | | | | 1,830 | |
Other current assets | | | 959 | | | 1,500 | | (1 | ) | | 2,459 | |
Assets of discontinued operations held for sale | | | 19,735 | | | (19,735 | ) | (1 | ) | | - | |
Total current assets | | | 71,273 | | | (6,513 | ) | | | | 64,760 | |
Property and equipment, net | | | 13,636 | | | - | | | | | 13,636 | |
Long-term investments | | | 2,964 | | | - | | | | | 2,964 | |
Goodwill | | | 2,677 | | | - | | | | | 2,677 | |
Other intangible, net | | | 10,351 | | | - | | | | | 10,351 | |
Other assets | | | 819 | | | - | | | | | 819 | |
Total assets | | $ | 101,720 | | $ | (6,513 | ) | | | $ | 95,207 | |
| | | | | | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | $ | 2,344 | | $ | - | | | | $ | 2,344 | |
Accrued compensation and employee benefits | | | 4,040 | | | - | | | | | 4,040 | |
Accrued restructuring costs | | | 3,905 | | | - | | | | | 3,905 | |
Other accrued expenses | | | 2,630 | | | - | | | | | 2,630 | |
Current portion of long-term debt | | | 498 | | | - | | | | | 498 | |
Deferred revenue | | | 3,917 | | | - | | | | | 3,917 | |
Liabilities of discountinued operations held for sale | | | 6,513 | | | (6,513 | ) | (1 | ) | | - | |
Total current liabilities | | | 23,847 | | | (6,513 | ) | | | | 17,334 | |
Deferred revenue | | | 214 | | | - | | | | | 214 | |
Long-term debt, net of current portion | | | 91 | | | - | | | | | 91 | |
Deferred rent | | | 1,635 | | | - | | | | | 1,635 | |
Stockholders' equity | | | 75,933 | | | - | | | | | 75,933 | |
Total liabilities and stockholders' equity | | $ | 101,720 | | $ | (6,513 | ) | | | $ | 95,207 | |
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See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements. |
GENE LOGIC INC. |
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS |
(in thousands, except per share data) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2005 | |
| | | Gene Logic | | | | | | Pro Forma | | | | | Total | |
| | | Historical | | | GLLabs (2) | | | Adjustments | | | | | Pro Forma | |
Revenue | | $ | 79,370 | | $ | 22,180 | | $ | - | | | | $ | 57,190 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Cost of preclinical services | | | 27,504 | | | 27,504 | | | - | | | | | - | |
Database production | | | 31,689 | | | - | | | - | | | | | 31,689 | |
Research and development | | | 6,812 | | | - | | | - | | | | | 6,812 | |
Selling, general and administrative | | | 31,594 | | | 4,806 | | | - | | | | | 26,788 | |
Goodwill impairment loss | | | 32,794 | | | 32,794 | | | - | | | | | - | |
Total operating expenses | | | 130,393 | | | 65,104 | | | - | | | | | 65,289 | |
Loss from operations | | | (51,023 | ) | | (42,924 | ) | | - | | | | | (8,099 | ) |
Interest (income), net | | | (2,625 | ) | | - | | | - | | | | | (2,625 | ) |
Other (income) expense | | | (813 | ) | | - | | | - | | | | | (813 | ) |
Write-down of other than temporary decline in the value of marketable securities available-for-sale | | | 719 | | | - | | | - | | | | | 719 | |
Net loss | | $ | (48,304 | ) | $ | (42,924 | ) | $ | - | | | | $ | (5,380 | ) |
Basic and diluted net loss per share | | $ | (1.52 | ) | | | | | | | | | $ | (0.17 | ) |
Basic and diluted weighted average shares outstanding | | | 31,744 | | | | | | | | | | | 31,744 | |
| | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements. |
GENE LOGIC INC. |
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS |
(in thousands, except per share data) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2004 | |
| | | Gene Logic | | | | | | Pro Forma | | | | | Total | |
| | | Historical | | | GLLabs (2) | | | Adjustments | | | | | Pro Forma | |
Revenue | | $ | 75,937 | | $ | 23,766 | | $ | - | | | | $ | 52,171 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Cost of preclinical services | | | 26,127 | | | 26,127 | | | - | | | | | - | |
Database production | | | 42,496 | | | - | | | - | | | | | 42,496 | |
Research and development | | | 2,449 | | | - | | | - | | | | | 2,449 | |
Selling, general and administrative | | | 25,676 | | | 6,334 | | | - | | | | | 19,342 | |
Purchased research and development | | | 8,817 | | | - | | | - | | | | | 8,817 | |
Total operating expenses | | | 105,565 | | | 32,461 | | | - | | | | | 73,104 | |
Loss from operations | | | (29,628 | ) | | (8,695 | ) | | - | | | | | (20,933 | ) |
Interest (income), net | | | (1,395 | ) | | - | | | - | | | | | (1,395 | ) |
Net loss before income tax expense | | | (28,233 | ) | | (8,695 | ) | | - | | | | | (19,538 | ) |
Income tax expense | | | 287 | | | - | | | - | | | | | 287 | |
Net loss | | $ | (28,520 | ) | $ | (8,695 | ) | $ | - | | | | $ | (19,825 | ) |
Basic and diluted net loss per share | | $ | (0.91 | ) | | | | | | | | | $ | (0.63 | ) |
Basic and diluted weighted average shares outstanding | | | 31,493 | | | | | | | | | | | 31,493 | |
| | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements. |
GENE LOGIC INC. |
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS |
(in thousands, except per share data) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2003 | |
| | | Gene Logic | | | | | | Pro Forma | | | | | Total | |
| | | Historical | | | GLLabs (2) | | | Adjustments | | | | | Pro Forma | |
Revenue | | $ | 69,519 | | $ | 17,559 | | $ | - | | | | $ | 51,960 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Cost of preclinical services | | | 16,058 | | | 16,058 | | | - | | | | | - | |
Database production | | | 49,408 | | | - | | | - | | | | | 49,408 | |
Research and development | | | 2,091 | | | - | | | - | | | | | 2,091 | |
Selling, general and administrative | | | 22,198 | | | 6,156 | | | - | | | | | 16,042 | |
Total operating expenses | | | 89,755 | | | 22,214 | | | - | | | | | 67,541 | |
Loss from operations | | | (20,236 | ) | | (4,655 | ) | | - | | | | | (15,581 | ) |
Interest (income), net | | | (1,652 | ) | | - | | | - | | | | | (1,652 | ) |
Other (income) expense | | | (327 | ) | | - | | | - | | | | | (327 | ) |
Write-down of equity investments | | | 4,268 | | | - | | | - | | | | | 4,268 | |
Net loss before income tax expense | | | (22,525 | ) | | (4,655 | ) | | - | | | | | (17,870 | ) |
Income tax expense | | | 2,246 | | | - | | | - | | | | | 2,246 | |
Net loss | | $ | (24,771 | ) | $ | (4,655 | ) | $ | - | | | | $ | (20,116 | ) |
Basic and diluted net loss per share | | $ | (0.82 | ) | | | | | | | | | $ | (0.67 | ) |
Basic and diluted weighted average shares outstanding | | | 30,112 | | | | | | | | | | | 30,112 | |
| | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements. |
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(in thousands)
The pro forma adjustments footnoted in the unaudited pro forma consolidated condensed financial statements are explained below:
(1) | These amounts reflect the disposition of the assets and liabilities of the Company’s Preclinical Division, Gene Logic Laboratories Inc., and the receipt of net proceeds of $13,222 from the disposition, less $1,500 which will be held in escrow for up to one year to guarantee certain obligations under the sale agreement. |
(2) | This column represents the operating results of the Company’s Preclinical Division, Gene Logic Laboratories Inc. (“GLLabs”), for the respective period. These operating results were consolidated in the historical consolidated condensed financial statements of Gene Logic Inc. and are subtracted to reflect the disposition. |
The pro forma financial results for the nine months ended September 30, 2006 have not been presented because the results of operations of the Company's Preclinical Division were classified as discontinued operations in the financial statements filed in its Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 9, 2006 ("Form 10-Q"). The pro forma loss from continuing operations is the same as the loss from continuing operations presented in the consolidated condensed statement of operation for the nine months ended September 30, 2006 presented in that Form 10-Q.