Exhibit 99.3
UNAUDITED, PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited, pro forma combined financial information describes the pro forma effect of our acquisition of ZyStor Therapeutics, Inc. (ZyStor) on our statements of operations for the year ended December 31, 2009 and the six months ended June 30, 2010, as if the acquisition occurred on January 1, 2009, and our balance sheet as of June 30, 2010, as if the acquisition occurred on June 30, 2010. As used herein, the terms “the Company,” “we,” and “our” refer to BioMarin Pharmaceutical Inc., and were applicable, its consolidated subsidiaries.
The unaudited, pro forma consolidated statement of operations and balance sheet contained herein (the Statements) include adjustments having a continuing impact on the consolidated company as a result of using the acquisition method of accounting for the transaction under ASC 805,Business Combinations.
The Statements have been prepared based on available information, using assumptions that our management believes are reasonable. The Statements do not purport to represent the actual results of operations that would have occurred if the acquisition had taken place on the date specified. The Statements are not necessarily indicative of the results of operations that may be achieved in the future. The Statements do not reflect any adjustments for the effect of non-recurring items or operating synergies that we may realize as a result of the acquisition.
The assumptions used and adjustments made in preparing the Statements are described in the Notes, which should be read in conjunction with the Statements. The Statements and related Notes contained herein should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed with the SEC on August 4, 2010 and the historical financial statements and related notes of ZyStor included as Exhibit 99.1 and 99.2 to this Form 8-K/A.
BIOMARIN PHARMACEUTICAL INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2010
(In thousands, except for share and per share data)
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| | Historical BioMarin | | | Historical ZyStor | | | Pro Forma Adjustments | | | Pro Forma Consolidated | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 115,779 | | | $ | 195 | | | $ | (19,986 | )(A) | | $ | 95,988 | |
Short-term investments | | | 221,894 | | | | — | | | | — | | | | 221,894 | |
Accounts receivable, net | | | 77,682 | | | | — | | | | — | | | | 77,682 | |
Inventory | | | 83,778 | | | | — | | | | — | | | | 83,778 | |
Other current assets | | | 22,775 | | | | 31 | | | | (250 | ) | | | 22,556 | |
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Total current assets | | | 521,908 | | | | 226 | | | | (20,236 | ) | | | 501,898 | |
Investment in BioMarin/Genzyme LLC | | | 351 | | | | — | | | | — | | | | 351 | |
Long-term investments | | | 117,734 | | | | — | | | | — | | | | 117,734 | |
Property, plant and equipment, net | | | 212,620 | | | | 56 | | | | — | | | | 212,676 | |
Intangible assets, net | | | 77,985 | | | | — | | | | 27,600 | (B) | | | 105,585 | |
Goodwill | | | 40,360 | | | | — | | | | 13,004 | (B) | | | 53,364 | |
Other assets | | | 14,558 | | | | 7 | | | | 7,600 | (B) | | | 22,165 | |
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Total assets | | $ | 985,516 | | | $ | 289 | | | $ | 27,968 | | | $ | 1,013,773 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable, accrued liabilities and other current liabilities | | $ | 83,930 | | | $ | 2,215 | | | $ | 2,694 | (B), (C) | | $ | 88,839 | |
Subordinated notes payable | | | — | | | | 6,122 | | | | (6,122 | )(D) | | | — | |
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Total current liabilities | | | 83,930 | | | | 8,337 | | | | (3,428 | ) | | | 88,839 | |
Convertible debt | | | 497,083 | | | | — | | | | — | | | | 497,083 | |
Other long-term liabilities | | | 41,541 | | | | — | | | | 26,252 | (C), (E) | | | 67,793 | |
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Total liabilities | | | 622,554 | | | | 8,337 | | | | 22,824 | | | | 653,715 | |
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Stockholders’ equity: | | | | | | | | | | | | | | | | |
Common stock | | | 102 | | | | 4 | | | | (4 | )(F) | | | 102 | |
Preferred stock | | | — | | | | 37 | | | | (37 | )(F) | | | — | |
Additional paid-in capital | | | 931,361 | | | | 21,503 | | | | (21,503 | )(F) | | | 931,361 | |
Company common stock held by Nonqualified Deferred Compensation Plan | | | (2,315 | ) | | | — | | | | — | | | | (2,315 | ) |
Accumulated other comprehensive income | | | 10,224 | | | | — | | | | — | | | | 10,224 | |
Accumulated deficit | | | (576,410 | ) | | | (29,592 | ) | | | 26,688 | (F), (G) | | | (579,314 | ) |
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Total stockholders’ equity | | | 362,962 | | | | (8,048 | ) | | | 5,144 | | | | 360,058 | |
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Total liabilities and stockholders’ equity | | $ | 985,516 | | | $ | 289 | | | $ | 27,968 | | | $ | 1,013,773 | |
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See accompanying notes to unaudited pro forma consolidated financial statements.
BIOMARIN PHARMACEUTICAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2009
(In thousands, except for per share data, unaudited)
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| | Historical BioMarin | | | Historical ZyStor | | | Pro Forma Adjustments | | | Pro Forma Consolidated | |
Revenues: | | | | | | | | | | | | | | | | |
Net product revenues | | $ | 315,721 | | | $ | — | | | $ | — | | | $ | 315,721 | |
Collaborative agreement revenues | | | 2,379 | | | | — | | | | — | | | | 2,379 | |
Royalty and license revenues | | | 6,556 | | | | — | | | | — | | | | 6,556 | |
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Total revenues | | | 324,656 | | | | — | | | | — | | | | 324,656 | |
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Operating expenses: | | | | | | | | | | | | | | | | |
Cost of sales (excludes amortization of developed product technology) | | | 65,909 | | | | — | | | | — | | | | 65,909 | |
Research and development | | | 115,116 | | | | 4,422 | | | | — | | | | 119,538 | |
Selling, general and administrative | | | 124,290 | | | | 1,084 | | | | (374 | )(H) | | | 125,000 | |
Intangible asset amortization and contingent consideration | | | 2,914 | | | | — | | | | 967 | (I) | | | 3,881 | |
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Total operating expenses | | | 308,229 | | | | 5,506 | | | | 593 | | | | 314,328 | |
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Income (loss) from operations | | | 16,427 | | | | (5,506 | ) | | | (593 | ) | | | 10,328 | |
Equity in the loss of BioMarin/Genzyme LLC | | | (2,594 | ) | | | — | | | | — | | | | (2,594 | ) |
Interest income | | | 5,086 | | | | 16 | | | | (219 | )(J) | | | 4,883 | |
Interest expense | | | (14,090 | ) | | | (263 | ) | | | 263 | (D) | | | (14,090 | ) |
Impairment loss on equity investments | | | (5,848 | ) | | | — | | | | — | | | | (5,848 | ) |
Net gain from sale of investments | | | 1,585 | | | | — | | | | — | | | | 1,585 | |
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Income (loss) before income taxes | | | 566 | | | | (5,753 | ) | | | (549 | ) | | | (5,736 | ) |
Provision for (benefit from) income taxes | | | 1,054 | | | | (47 | ) | | | 779 | (L) | | | 1,786 | |
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Net income (loss) | | $ | (488 | ) | | $ | (5,706 | ) | | $ | (1,328 | ) | | $ | (7,522 | ) |
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Net income (loss) per share, basic and diluted | | $ | (0.00 | ) | | $ | (0.06 | ) | | $ | (0.01 | ) | | $ | (0.08 | ) |
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Weighted average common shares outstanding, basic and diluted | | | 100,271 | | | | — | | | | — | | | | 100,271 | |
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See accompanying notes to unaudited pro forma consolidated financial statements.
BIOMARIN PHARMACEUTICAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2010
(In thousands, except for per share data, unaudited)
| | | | | | | | | | | | | | | | |
| | Historical BioMarin | | | Historical ZyStor | | | Pro Forma Adjustments | | | Pro Forma Consolidated | |
Revenues: | | | | | | | | | | | | | | | | |
Net product revenues | | $ | 174,665 | | | $ | — | | | $ | — | | | $ | 174,665 | |
Collaborative agreement revenues | | | 377 | | | | — | | | | — | | | | 377 | |
Royalty and license revenues | | | 1,861 | | | | — | | | | — | | | | 1,861 | |
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Total revenues | | | 176,903 | | | | — | | | | — | | | | 176,903 | |
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Operating expenses: | | | | | | | | | | | | | | | | |
Cost of sales (excludes amortization of developed product technology) | | | 31,813 | | | | — | | | | — | | | | 31,813 | |
Research and development | | | 65,746 | | | | 804 | | | | — | | | | 66,550 | |
Selling, general and administrative | | | 71,277 | | | | 481 | | | | (302 | )(H) | | | 71,456 | |
Intangible asset amortization and contingent consideration | | | 2,234 | | | | — | | | | 484 | (I) | | | 2,718 | |
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Total operating expenses | | | 171,070 | | | | 1,285 | | | | 182 | | | | 172,537 | |
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Income (loss) from operations | | | 5,833 | | | | (1,285 | ) | | | (182 | ) | | | 4,366 | |
Equity in the loss of BioMarin/Genzyme LLC | | | (1,555 | ) | | | — | | | | — | | | | (1,555 | ) |
Interest income | | | 2,225 | | | | 6 | | | | (107 | )(J) | | | 2,124 | |
Interest expense | | | (5,064 | ) | | | (242 | ) | | | 242 | (D) | | | (5,064 | ) |
Other income | | | — | | | | 250 | | | | (250 | )(K) | | | — | |
Net gain from sale of investments | | | 927 | | | | — | | | | — | | | | 927 | |
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Income (loss) before income taxes | | | 2,366 | | | | (1,271 | ) | | | (297 | ) | | | 798 | |
Provision for income taxes | | | 1,692 | | | | — | | | | 36 | (L) | | | 1,728 | |
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Net income (loss) | | $ | 674 | | | $ | (1,271 | ) | | $ | (333 | ) | | $ | (930 | ) |
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Net income (loss) per share, basic | | $ | 0.01 | | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
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Net income (loss) per share, diluted | | $ | 0.01 | | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
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Weighted average common shares outstanding, basic | | | 101,431 | | | | — | | | | — | | | | 101,431 | |
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Weighted average common shares outstanding, diluted | | | 104,347 | | | | — | | | | — | | | | 104,347 | |
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See accompanying notes to unaudited pro forma consolidated financial statements.
BIOMARIN PHARMACEUTICAL INC. AND SUBSIDIARIES
NOTES TO UNADUITED, PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1) | DESCRIPTION OF TRANSACTION |
On August 17, 2010, BioMarin Pharmaceutical Inc. (“BioMarin”) acquired all of the capital stock of ZyStor Therapeutics, Inc. (“ZyStor”), a privately held biotechnology company, pursuant to a Securities Purchase Agreement dated August 17, 2010 between BioMarin, ZyStor, the holders of outstanding capital stock and rights to acquire capital stock of ZyStor and George G. Arida as the representative of such holders (the “Purchase Agreement”). ZyStor is developing enzyme replacement therapies for the treatment of lysosomal storage disorders. ZyStor’s lead product candidate is ZC-701, a novel fusion of insulin-like growth factor 2 and alpha glucosidase in development for Pompe disease.
Under the terms of Purchase Agreement, BioMarin acquired ZyStor for an upfront cash payment to the stockholders of ZyStor of $20.3 million, net of transaction costs, and up to an additional $93.0 million if certain development, regulatory and commercial milestones are achieved. The Purchase Agreement does not provide for the payment of any royalties.
The unaudited pro forma consolidated statements of operations are based on historical statements of operations of BioMarin and ZyStor, after giving effect to the acquisition of ZyStor as if it occurred on January 1, 2009 for the year ended December 31, 2009 and the six months ended June 30, 2010.
The unaudited pro forma balance sheet is based on the historical balance sheets of BioMarin and ZyStor, after giving effect to the acquisition of ZyStor as if it occurred on June 30, 2010.
Transaction costs primarily consisted of fees paid to attorneys, investment bankers and transaction bonuses.
(3) | PURCHASE PRICE ALLOCATION |
The acquisition has been accounted for under the purchase method of accounting, which requires the Company to recognize the assets acquired and liabilities assumed and contingent consideration at their respective fair values on the acquisition date. The Company’s consolidated financial statements for the periods subsequent to the acquisition date reflect these values and ZyStor’s results of operations.
The following table presents the allocation of the purchase consideration, including the contingent acquisition consideration payable, based on fair value on the acquisition date (in thousands):
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Upfront cash payments | | $ | 20,250 | |
Present value of cash held back at closing | | | 1,890 | |
Contingent consideration payable | | | 15,560 | |
Transaction costs included in general and administrative expense | | | (1,751 | ) |
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Total consideration | | $ | 35,949 | |
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Cash and cash equivalents | | $ | 13 | |
Other assets | | | 14 | |
Property, plant and equipment | | | 54 | |
Acquired deferred tax assets | | | 7,600 | |
Intangible assets – in-process research and development | | | 27,600 | |
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Total identifiable assets acquired | | $ | 35,281 | |
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Accounts payable and accrued expenses | | | (1,644 | ) |
Deferred tax liability | | | (10,692 | ) |
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Total liabilities assumed | | $ | (12,336 | ) |
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Net identifiable assets acquired | | | 22,945 | |
Goodwill | | | 13,004 | |
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Net assets acquired | | $ | 35,949 | |
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The deferred tax liability relates to the tax impact of future amortization or possible impairments associated with the identified intangible assets acquired, which are not deductible for tax purposes. The $13.0 million of goodwill reflects the $10.7 million deferred tax liability recognized in connection with the acquisition and $2.3 million of goodwill attributable to the synergies expected from the acquisition and other benefits that do not qualify for separate recognition as acquired intangible assets.
(4) | ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010 AND THE STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009 AND SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED) |
The adjustments to the pro forma consolidated statements of operations have been calculated as if the acquisition occurred on January 1, 2009 and are as follows (unaudited):
| (A) | To reflect cash payments to the former ZyStor stockholders, net of acquired cash. |
| (B) | To record the acquisition of the net assets of ZyStor. Intangible assets of approximately $27.6 million are primarily comprised of the intellectual property related to ZyStor’s lead product candidate ZC-701, which is considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. |
| (C) | To reflect contingent consideration payable to the former ZyStor stockholders that has both a short-term and long-term component that is included in current and long term liabilities. |
| (D) | To eliminate ZyStor’s subordinate notes payable and interest expense included in ZyStor’s statements of operations. |
| (E) | To reflect the deferred tax liability which relates to the tax impact of future amortization or possible impairments associated with the identified intangible assets acquired. |
| (F) | To eliminate ZyStor’s historical stockholders’ equity amounts. |
| (G) | To reflect the cumulative impact of the pro forma adjustments in the statements of operations. |
| (H) | To eliminate redundant administrative expenses associated with integrating ZyStor. |
| (I) | To reflect the estimated change in the fair value of the contingent consideration payable to former ZyStor stockholders. |
| (J) | Adjustment to interest income for the reduction of cash and cash equivalents due to the use of $20.3 million to fund the acquisition of ZyStor. Interest rate of 1% was used to estimate the reduction of interest income for 2009 and the six months ended June 30, 2010. |
| (K) | To eliminate ZyStor’s intercompany income related to the exclusivity payment from BioMarin. |
| (L) | Tax effect related to adjustments using the appropriate local statutory tax rates. |