Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On November 13, 2007, we separated into two independent publicly traded companies, one holding the Abraxis Pharmaceutical Products business, which focuses primarily on manufacturing and marketing our oncology, anti-infective and critical care hospital-based generic injectable products and marketing our proprietary anesthetic/analgesic products (which we refer to collectively as the “hospital-based business”), and the other holding the Abraxis Oncology and Abraxis Research businesses, which focus primarily on our internally developed proprietary product, Abraxane®, and our proprietary product candidates (which we refer to as the “proprietary business”). We refer to the proprietary business following the separation as “New Abraxis,” which changed its name to Abraxis BioScience, Inc. We continue to operate the hospital-based business (which we refer to as “New APP” following the separation) under the name APP Pharmaceuticals, Inc. In connection with the separation, stockholders as of the close of business on November 13, 2007 received one share of New Abraxis common stock for every four shares of New APP common stock.
Also, in connection with the separation, we entered into a senior secured credit agreement that provided for term loans in the aggregate principal amount of $1.0 billion. The credit agreement also provides for a senior secured revolving credit facility of up to $150 million. The net proceeds of the $1.0 billion indebtedness, after financing related fees and expenses, was used to (i) repay in full New Abraxis’ existing revolving credit facility, and (ii) provide a net contribution of approximately $700 million to New Abraxis. The remainder of the net proceeds was retained by us. We are solely responsible for servicing the debt following the transactions.
The unaudited pro forma condensed consolidated financial statements reported below consist of unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004 and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2007. The unaudited pro forma condensed consolidated financial statements were derived from our historical consolidated financial statements and give effect to the separation of New Abraxis and New APP. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read together with our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 and our Annual Report on Form 10-K for the year ended December 31, 2006.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2007 and years ended December 31, 2006, 2005 and 2004 present our results of operations assuming the separation had been completed as of January 1, 2004 and as if we had incurred the senior secured term loans and entered into the merger between us and our former parent ABI (the “2006 Merger”) as of January 1, 2006. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 presents our consolidated financial position assuming that the separation had been completed on that date. Specifically, the pro forma adjustments include giving effect to the following:
| • | | the distribution of shares of New Abraxis common stock to our stockholders, on a pro rata basis and other adjustments resulting from the separation; |
| • | | the impact of the $1.0 billion indebtedness incurred by us on November 13, 2007 and the net contribution of $700 million in cash to New Abraxis; and |
| • | | the impact of the 2006 Merger. |
We believe the assumptions used and pro forma adjustments derived from such assumptions, are reasonable under the circumstances and are based upon currently available information.
These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of our results of operations or financial condition had the separation been completed on the dates assumed. Additionally, these statements are not necessarily indicative of our future results of operations or financial condition.
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APP PHARMACEUTICALS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Nine Months Ended September 30, 2007
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments | | | | |
| | Historical | | | Distribution of New Abraxis (a) | | | Other Adjustments | | | Pro Forma | |
Net revenue | | $ | 695,675 | | | $ | (242,901 | ) | | $ | 1,883 | (b) | | $ | 454,657 | |
Cost of sales | | | 264,368 | | | | (25,560 | ) | | | 1,316 | (b) | | | 240,124 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 431,307 | | | | (217,341 | ) | | | 567 | | | | 214,533 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 97,641 | | | | (63,957 | ) | | | — | | | | 33,684 | |
Selling, general and administrative | | | 237,047 | | | | (170,911 | ) | | | — | | | | 66,136 | |
Amortization of merger related intangibles | | | 40,527 | | | | (28,958 | ) | | | — | | | | 11,569 | |
Separation related costs | | | 7,760 | | | | — | | | | (7,760 | ) (e) | | | — | |
Equity in net income of Drug Source Co. LLC | | | (2,300 | ) | | | 2,300 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 380,675 | | | | (261,526 | ) | | | (7,760 | ) | | | 111,389 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 50,632 | | | | 44,185 | | | | 8,327 | | | | 103,144 | |
Interest income and other | | | 2,373 | | | | (557 | ) | | | — | | | | 1,816 | |
Interest expense | | | (12,854 | ) | | | 106 | | | | (46,595 | ) (f) | | | (59,343 | ) |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 40,151 | | | | 43,743 | | | | (38,268 | ) | | | 45,617 | |
Provision for income taxes | | | 14,314 | | | | 18,620 | | | | (15,489 | ) (g) | | | 17,445 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations | | $ | 25,837 | | | $ | 25,114 | | | $ | (22,779 | ) | | $ | 28,172 | |
| | | | | | | | | | | | | | | | |
Basic net income per common share from continuing operations | | $ | 0.16 | | | | | | | | | | | $ | 0.18 | |
Diluted net income per common share from continuing operations | | $ | 0.16 | | | | | | | | | (h) | | $ | 0.18 | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 159,495 | | | | | | | | | | | | 159,495 | |
Diluted | | | 160,659 | | | | | | | | | (h) | | | 159,979 | |
See accompanying notes to pro forma condensed consolidated financial statements.
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APP PHARMACEUTICALS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Year Ended December 31, 2006
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments | | | | |
| | Historical | | | Distribution of New Abraxis (a) | | | Other Adjustments | | | Pro Forma | |
Net revenue | | $ | 765,488 | | | $ | (182,287 | ) | | $ | 3,249 | (b) | | $ | 586,450 | |
Cost of sales | | | 307,512 | | | | (20,660 | ) | | | 2,273 | (b) | | | 289,125 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 457,976 | | | | (161,627 | ) | | | 976 | | | | 297,325 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 96,891 | | | | (70,561 | ) | | | — | | | | 26,330 | |
Selling, general and administrative | | | 186,789 | | | | (102,948 | ) | | | — | | | | 83,841 | |
Amortization of merger related intangibles | | | 38,275 | | | | (27,349 | ) | | | 4,500 | (c) | | | 15,426 | |
Merger related in-process research and development charge | | | 105,777 | | | | (83,447 | ) | | | (22,330 | ) (d) | | | — | |
Other merger related costs | | | 29,335 | | | | (16,722 | ) | | | — | | | | 12,613 | |
Equity in net income of Drug Source Co. LLC | | | (2,847 | ) | | | 2,847 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 454,220 | | | | (298,180 | ) | | | (17,830 | ) | | | 138,210 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 3,756 | | | | 136,553 | | | | 18,806 | | | | 159,115 | |
Interest income and other | | | 3,956 | | | | (399 | ) | | | — | | | | 3,557 | |
Interest expense | | | (13,927 | ) | | | 4,741 | | | | (68,458 | ) (f) | | | (77,644 | ) |
Minority interests | | | (11,383 | ) | | | — | | | | — | | | | (11,383 | ) |
| | | | | | | | | | | | | | | | |
(Loss) income before income taxes | | | (17,598 | ) | | | 140,895 | | | | (49,652 | ) | | | 73,645 | |
Provision (benefit) for income taxes | | | 29,299 | | | | 24,849 | | | | (27,164 | ) (g) | | | 26,984 | |
| | | | | | | | | | | | | | | | |
Net (loss) income from continuing operations | | $ | (46,897 | ) | | $ | 116,046 | | | $ | (22,488 | ) | | $ | 46,661 | |
| | | | | | | | | | | | | | | | |
Basic net (loss) income per common share from continuing operations | | $ | (0.30 | ) | | | | | | | | | | $ | 0.29 | |
Diluted net (loss) income per common share from continuing operations | | $ | (0.30 | ) | | | | | | | | (h) | | $ | 0.29 | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 158,937 | | | | | | | | | | | | 158,937 | |
Diluted | | | 158,937 | | | | | | | | | (h) | | | 159,629 | |
See accompanying notes to pro forma condensed consolidated financial statements.
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APP PHARMACEUTICALS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Year Ended December 31, 2005
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments | | | | |
| | Historical | | | Distribution of New Abraxis (a) | | | Other Adjustments | | | Pro Forma | |
Net revenue | | $ | 520,757 | | | $ | (135,675 | ) | | $ | 1,573 | (b) | | $ | 386,655 | |
Cost of sales | | | 227,235 | | | | (24,083 | ) | | | 1,101 | (b) | | | 204,253 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 293,522 | | | | (111,592 | ) | | | 472 | | | | 182,402 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 68,896 | | | | (50,754 | ) | | | — | | | | 18,142 | |
Selling, general and administrative | | | 131,237 | | | | (62,950 | ) | | | — | | | | 68,287 | |
Other merger related costs | | | 7,863 | | | | — | | | | — | | | | 7,863 | |
Equity in net income of Drug Source Co. LLC | | | (1,802 | ) | | | 1,802 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 206,194 | | | | (111,902 | ) | | | — | | | | 94,292 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 87,328 | | | | 310 | | | | 472 | | | | 88,110 | |
Interest income and other | | | 756 | | | | (286 | ) | | | — | | | | 470 | |
Interest expense | | | (6,563 | ) | | | 6,563 | | | | — | | | | — | |
Minority interests | | | (25,875 | ) | | | — | | | | — | | | | (25,875 | ) |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 55,646 | | | | 6,587 | | | | 472 | | | | 62,705 | |
Provision for income taxes | | | 37,989 | | | | (7,210 | ) | | | 181 | (g) | | | 30,960 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations | | $ | 17,657 | | | $ | 13,797 | | | $ | 291 | | | $ | 31,745 | |
| | | | | | | | | | | | | | | | |
Basic net income per common share from continuing operations | | $ | 0.11 | | | | | | | | | | | $ | 0.20 | |
Diluted net income per common share from continuing operations | | $ | 0.11 | | | | | | | | | (h) | | $ | 0.20 | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 157,694 | | | | | | | | | | | | 157,694 | |
Diluted | | | 159,742 | | | | | | | | | (h) | | | 159,209 | |
See accompanying notes to pro forma condensed consolidated financial statements.
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APP PHARMACEUTICALS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Year Ended December 31, 2004
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | | | | Pro Forma Adjustments | | | | |
| | Historical | | | Distribution of New Abraxis (a) | | | Other Adjustments | | | Pro Forma | |
Net revenue | | $ | 405,247 | | | $ | (237 | ) | | $ | 761 | (b) | | $ | 405,771 | |
Cost of sales | | | 192,254 | | | | (544 | ) | | | 533 | (b) | | | 192,243 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 212,993 | | | | 307 | | | | 228 | | | | 213,528 | |
Operating expenses: | | | | | | | | | | | | | | | | |
Research and development | | | 51,462 | | | | (36,228 | ) | | | — | | | | 15,234 | |
Selling, general and administrative | | | 98,666 | | | | (38,289 | ) | | | — | | | | 60,377 | |
Equity in net income of Drug Source Co. LLC | | | (2,084 | ) | | | 2,084 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 148,044 | | | | (72,433 | ) | | | — | | | | 75,611 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 64,949 | | | | 72,740 | | | | 228 | | | | 137,917 | |
Interest income and other | | | 906 | | | | (70 | ) | | | — | | | | 836 | |
Interest expense | | | (1,002 | ) | | | 2,100 | | | | — | | | | 1,098 | |
Loss on early extinguishment of credit facility | | | (1,986 | ) | | | — | | | | — | | | | (1,986 | ) |
Minority interests | | | (16,301 | ) | | | — | | | | — | | | | (16,301 | ) |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 46,566 | | | | 74,770 | | | | 228 | | | | 121,564 | |
Provision for income taxes | | | 28,345 | | | | 21,770 | | | | 87 | (g) | | | 50,202 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations | | $ | 18,221 | | | $ | 53,000 | | | $ | 141 | | | $ | 71,362 | |
| | | | | | | | | | | | | | | | |
Basic net income per common share from continuing operations | | $ | 0.12 | | | | | | | | | | | $ | 0.46 | |
Diluted net income per common share from continuing operations | | $ | 0.11 | | | | | | | | | (h) | | $ | 0.45 | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 156,189 | | | | | | | | | | | | 156,189 | |
Diluted | | | 159,031 | | | | | | | | | (h) | | | 158,204 | |
See accompanying notes to pro forma condensed consolidated financial statements.
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APP PHARMACEUTICALS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2007
(in thousands)
| | | | | | | | | | | | | | | |
| | | | Pro Forma Adjustments | | | | |
| | Historical | | Distribution of New Abraxis (a) | | | Other Adjustments | | | Pro Forma | |
Assets | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 34,020 | | $ | (2,231 | ) | | $ | 988,211 | (i) | | $ | 35,000 | |
| | | | | | | | | | (285,000 | ) (i) | | | | |
| | | | | | | | | | (700,000 | ) (i) | | | | |
Accounts receivable, net | | | 97,594 | | | (34,522 | ) | | | — | | | | 63,072 | |
Inventories | | | 228,910 | | | (75,546 | ) | | | — | | | | 153,364 | |
Prepaid expenses and other current assets | | | 22,520 | | | (13,322 | ) | | | — | | | | 9,198 | |
Income tax receivable | | | — | | | — | | | | 31,149 | (g) | | | 31,149 | |
Deferred income taxes | | | 85,222 | | | (11,265 | ) | | | — | | | | 73,957 | |
| | | | | | | | | | | | | | | |
Total current assets | | | 468,266 | | | (136,886 | ) | | | 34,360 | | | | 365,740 | |
Property, plant and equipment | | | 274,508 | | | (135,851 | ) | | | (8,619 | ) (j) | | | 130,038 | |
Investment in Drug Source Company, LLC | | | 8,440 | | | (8,440 | ) | | | — | | | | — | |
Intangible assets, net | | | 686,048 | | | (214,901 | ) | | | — | | | | 471,147 | |
Goodwill | | | 401,600 | | | (241,361 | ) | | | — | | | | 160,239 | |
Other non-current assets, net | | | 25,886 | | | (22,138 | ) | | | 12,922 | (k) | | | 16,670 | |
| | | | | | | | | | | | | | | |
Total assets | | $ | 1,864,748 | | $ | (759,577 | ) | | $ | 38,663 | | | $ | 1,143,834 | |
| | | | | | | | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | |
Accounts payable | | $ | 73,144 | | | (35,378 | ) | | | — | | | | 37,766 | |
Accrued liabilities | | | 86,980 | | | (51,343 | ) | | | — | | | | 35,637 | |
Deferred revenue | | | 39,225 | | | (39,225 | ) | | | — | | | | — | |
Other current liabilities | | | 5,736 | | | (21,396 | ) | | | 15,660 | (g) | | | — | |
| | | | | | | | | | | | | | | |
Total current liabilities | | | 205,085 | | | (147,342 | ) | | | 15,660 | | | | 73,403 | |
Long-term debt | | | 285,000 | | | — | | | | (285,000 | ) (i) | | | — | |
Senior secured term loans | | | — | | | — | | | | 1,000,000 | (i) | | | 1,000,000 | |
Deferred income taxes, non-current | | | 131,895 | | | (10,990 | ) | | | — | | | | 120,905 | |
Long term portion of deferred revenue | | | 128,753 | | | (128,753 | ) | | | — | | | | — | |
Other non-current liabilities | | | 6,447 | | | (3,295 | ) | | | (2,764 | ) (k) | | | 388 | |
| | | | | | | | | | | | | | | |
Total liabilities | | | 757,180 | | | (290,380 | ) | | | 727,896 | | | | 1,194,696 | |
Total stockholders’ equity | | | 1,107,568 | | | (469,197 | ) | | | (689,233 | ) | | | (50,862 | ) |
| | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,864,748 | | $ | (759,577 | ) | | $ | 38,663 | | | $ | 1,143,834 | |
| | | | | | | | | | | | | | | |
See accompanying notes to pro forma condensed consolidated financial statements.
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APP PHARMACEUTICALS, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(a) | Reflects the operations, assets, liabilities and equity of New Abraxis, the common shares of which were distributed to our stockholders on November 13, 2007. |
(b) | Represents the estimated difference in sales and cost of sales that will be recorded under the manufacturing agreement entered into with New Abraxis with an initial term through December 31, 2011. Subsequent to the separation, sales will reflect a markup for products manufactured. |
(c) | Reflects adjustment to show the amortization of merger related intangibles as if the 2006 Merger occurred on January 1, 2006. |
(d) | Reflects adjustment to eliminate one-time in-process research and development charge associated with the 2006 Merger. |
(e) | Reflects an adjustment for non-recurring separation costs, which will be classified in discontinued operations. We expect to incur a total of approximately $24.5 million in transaction costs associated with the separation, most of which will be incurred in 2007. Approximately $7.8 million of costs have been expensed through September 30, 2007, and approximately $16.7 million of costs are expected to be expensed in subsequent periods. |
(f) | Reflects the impact on interest from January 1, 2006 of the $1.0 billion indebtedness incurred in connection with the separation. A 1% change in the interest rate associated with borrowings under the credit agreement would result in additional annual interest expense or a reduction to annual interest expense of approximately $10 million. |
(g) | Reflects the tax effect of the pro forma adjustments, adjusted for permanent differences between book expenses and allowable tax deductions, at the statutory income tax rates. |
(h) | Pro forma weighted average diluted shares outstanding reflect the effect of options and restricted stock units pertaining to New APP only. Additionally, on a pro forma basis the effect of options and restricted stock units are dilutive in 2006. |
(i) | Reflects net proceeds from our senior secured term loans under the credit agreement that we entered into on November 13, 2007, after the deduction of debt financing costs, the repayment of our existing debt facility and the net contribution of $700 million to New Abraxis. We retained the remainder of the cash proceeds. |
(j) | Following the separation, our Puerto Rico facility will be divided into two separate facilities and we will convey to New Abraxis the portion of the facility comprising the active pharmaceutical ingredients manufacturing plant. These amounts reflect the transfer of assets and liabilities of that portion of the Puerto Rico property to New Abraxis following the separation. |
(k) | Reflects debt financing costs of approximately $14.2 million incurred in connection with our senior secured term loans under the credit agreement, net of approximately $0.5 million recognized as of September 30, 2007 and approximately $0.8 million in deferred financing costs associated with our prior debt facility that were written-off. |
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