QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.9
INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
PRO FORMA FINANCIAL INFORMATION
Table of Contents
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Notes to unaudited pro forma combined condensed financial statements | | 3 |
Pro forma combined condensed statement of operations for the eleven months ended November 30, 2001 | | 4 |
Notes to pro forma combined condensed statement of operations for the eleven months ended November 30, 2001 | | 5 |
Pro forma combined condensed balance sheet as of November 30, 2001 | | 6 |
Notes to pro forma combined condensed balance sheet as of November 30, 2001 | | 7 |
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
On December 20, 2001, Inverness Medical Innovations, Inc. (Innovations) acquired the Unipath Division of Unilever Plc (Unipath). The aggregate purchase price was approximately $155,600,000, which consisted of $149,800,000 in cash, $2,400,000 in costs to exit certain activities of Unipath and $3,400,000 in direct acquisition costs. Innovations funded the cash portion of the acquisition through the issuance of 1,995,000 shares of Series A Preferred Stock for aggregate proceeds of approximately $59,800,000, debt financings for aggregate proceeds of approximately $82,500,000 and its operating cash of approximately $13,300,000. The acquisition is accounted for as a purchase. Accordingly, the operating results of Unipath will be included in Innovations' financial results from the date of acquisition. The allocation of the purchase price to the fair value of the assets acquired is based upon the tentative results of an independent appraisal of the fair value of the assets of Unipath. The unaudited pro forma combined condensed financial statements combine (i) the historical consolidated balance sheets of Innovations and Unipath as of November 30, 2001, as if the acquisition was consummated on that date, and (ii) the historical statements of operations for the eleven months ended November 30, 2001 as if the acquisition was consummated on January 1, 2001. The pro forma information is not necessarily indicative of either the results which would have actually been reported if the acquisition of Unipath occurred on January 1, 2001 or results which may be reported in the future.
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2001
(UNAUDITED)
| | Historical
| | Pro Forma
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| | Innovations
| | Unipath
| | Adjustments
| | Combined Company
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Net product sales | | $ | 46,125,584 | | $ | 86,040,046 | | $ | — | | $ | 132,165,630 | |
License revenue | | | — | | | 10,903,218 | | | — | | | 10,903,218 | |
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Net revenues | | | 46,125,584 | | | 96,943,264 | | | — | | | 143,068,848 | |
Cost of sales | | | 23,747,838 | | | 29,972,692 | | | — | | | 53,720,530 | |
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Gross profit | | | 22,377,746 | | | 66,970,572 | | | — | | | 89,348,318 | |
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Operating expenses: | | | | | | | | | | | | | |
| Research and development | | | 1,369,893 | | | 9,780,328 | | | — | | | 11,150,221 | |
| Charge for in-process research and development | | | — | | | — | | | 531,277 | (1) | | — | |
| | | | | | | | | (531,277 | )(2) | | | |
Selling and marketing | | | 9,151,033 | | | 32,752,892 | | | — | | | 41,903,925 | |
General and administrative | | | 17,929,252 | | | 15,605,623 | | | 4,823,041 | (3) | | 38,612,479 | |
| | | | | | | | | 103,786 | (4) | | | |
| | | | | | | | | (82,076 | )(5) | | | |
| | | | | | | | | 232,853 | (6) | | | |
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| | | 28,450,178 | | | 58,138,843 | | | 5,077,604 | | | 91,666,625 | |
Operating (loss) income | | | (6,072,432 | ) | | 8,831,729 | | | (5,077,604 | ) | | (2,318,307 | ) |
Interest expense, including amortization of original issue discount | | | (1,122,252 | ) | | (118,495 | ) | | (5,216,923 | )(7) | | (6,457,670 | ) |
Other (expense) income, net | | | (2,745,689 | ) | | 233,639 | | | — | | | (2,512,050 | ) |
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(Loss) income from continuing operation before income taxes and extraordinary item | | | (9,940,373 | ) | | 8,946,873 | | | (10,294,527 | ) | | (11,288,027 | ) |
Provision for income taxes | | | 1,232,063 | | | 4,866,116 | | | — | | | 6,098,179 | |
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(Loss) income from continuing operations before extraordinary item | | | (11,172,436 | ) | | 4,080,757 | | | (10,294,527 | ) | | (17,386,206 | ) |
Income from discontinued operations (net of provision for income taxes of approximately $762,000) | | | 298,728 | | | — | | | — | | | 298,728 | |
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(Loss) income before extraordinary item | | | (10,873,708 | ) | | 4,080,757 | | | (10,294,527 | ) | | (17,087,478 | ) |
Extraordinary loss on early extinguishment of debt | | | (326,580 | ) | | — | | | — | | | (326,580 | ) |
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Net (loss) income | | $ | (11,200,288 | ) | $ | 4,080,757 | | $ | (10,294,527 | ) | $ | (17,414,058 | ) |
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(Loss) income per common share—basic and diluted: | | | | | | | | | | | | | |
| (Loss) income from continuing operations | | $ | (1.76 | ) | $ | 13.47 | | | | | $ | (2.74 | ) |
| Income from discontinued operations | | | 0.05 | | | — | | | | | | 0.05 | |
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| | (Loss) income before extraordinary item | | | (1.71 | ) | | 13.47 | | | | | | (2.69 | ) |
| Extraordinary item | | | (0.05 | ) | | — | | | | | | (0.05 | ) |
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| | Net (loss) income | | $ | (1.76 | ) | $ | 13.47 | | | | | $ | (2.74 | ) |
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Weighted average shares—basic and diluted | | | 6,345,274 | | | 302,851 | | | (302,851 | )(8) | | 6,345,274 | |
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2001
(UNAUDITED)
The accompanying unaudited pro forma condensed statement of operations has been prepared by combining the historical results of Innovations and Unipath for the eleven months ended November 30, 2001 and reflects the following pro forma adjustments:
- (1)
- Represents the charge to operations for the estimated fair values of certain in-process research and development projects.
- (2)
- Represents the reversal of nonrecurring charges in accordance with Securities and Exchange Commission regulations.
- (3)
- Reflects the amortization expense on acquired intangible assets based on their estimated useful lives ranging from 7 to 20 years. No amortization was recorded on acquired goodwill and other intangible assets with indefinite lives in accordance with Statement of Financial Accounting Standards (SFAS) No. 142,Goodwill and Other Intangible Assets.
- (4)
- Represents additional rent expense recorded, on a straight-line basis, due to remeasurement of the acquired lease in accordance with Financial Accounting Standards Board Interpretation (FIN) No. 21,Accounting for Leases in a Business Combination.
- (5)
- Represents the reversal of amortization of deferred compensation of Unipath.
- (6)
- Represents amortization of deferred financing costs associated with the financing obtained for the acquisition.
- (7)
- Represents interest expense, associated with the financing of the acquisition, including amortization of original issue discount and beneficial conversion feature.
- (8)
- Represents the elimination of the Unipath common shares.
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF NOVEMBER 30, 2001
(UNAUDITED)
| | Historical
| | Pro Forma
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| | Innovations
| | Unipath
| | Adjustments
| | Combined Company
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ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 45,037,638 | | $ | 1,721,496 | | $ | (14,100,394 | )(1) | $ | 32,658,740 | |
| Accounts receivable | | | 8,269,114 | | | 16,328,639 | | | — | | | 24,597,753 | |
| Inventories | | | 6,294,432 | | | 8,616,813 | | | — | | | 14,911,245 | |
| Prepaid expenses and other current assets | | | 1,755,202 | | | 1,103,193 | | | — | | | 2,858,395 | |
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| Total current assets | | | 61,356,386 | | | 27,770,141 | | | (14,100,394 | ) | | 75,026,133 | |
PROPERTY AND EQUIPMENT, NET | | | 5,280,342 | | | 19,740,403 | | | (4,675,495 | )(2) | | 20,345,250 | |
GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET | | | 34,548,656 | | | — | | | 132,869,764 | (3) | | 167,418,420 | |
IN-PROCESS RESEARCH AND DEVELOPMENT | | | — | | | — | | | 531,277 | (4) | | — | |
| | | | | | | | | (531,277 | )(4) | | | |
DEFERRED FINANCING COSTS AND OTHER ASSETS, NET | | | 59,639 | | | | | | 2,196,309 | (5) | | 2,255,948 | |
NET ASSETS FROM DISCONTINUED OPERATIONS | | | 28,156,778 | | | — | | | — | | | 28,156,778 | |
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| | $ | 129,401,801 | | $ | 47,510,544 | | $ | 116,290,184 | | $ | 293,202,529 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | |
Bank overdraft | | $ | — | | $ | 1,733,488 | | $ | — | | $ | 1,733,488 | |
Current portion of notes payable | | | 870,484 | | | — | | | 18,085,005 | (6) | | 18,955,489 | |
Accounts payable | | | 6,939,666 | | | 2,632,066 | | | — | | | 9,571,732 | |
Accrued expenses and other current liabilities | | | 7,206,221 | | | 14,996,659 | | | — | | | 22,202,880 | |
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| Total current liabilities | | | 15,016,371 | | | 19,362,213 | | | 18,085,005 | | | 52,463,589 | |
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LONG-TERM LIABILITIES: | | | | | | | | | | | | | |
Due to Unilever Plc | | | — | | | 76,507,806 | | | (76,507,806 | )(7) | | — | |
Deferred tax liability | | | (418,815 | ) | �� | 2,079,367 | | | — | | | 1,660,552 | |
Other long-term liabilities | | | 151,000 | | | 2,756,483 | | | (2,216,068 | )(8) | | 691,415 | |
Notes payable, net of current portion | | | 170,037 | | | — | | | 59,395,000 | (6) | | 59,565,037 | |
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| Total long-term liabilities | | | (97,778 | ) | | 81,343,656 | | | (19,328,874 | ) | | 61,917,004 | |
SERIES A CONVERTIBLE PREFERRED STOCK | | | — | | | — | | | 51,870,010 | (6) | | 51,870,010 | |
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STOCKHOLDERS' EQUITY (DEFICIT): | | | | | | | | | | | | | |
Common stock | | | 7,753 | | | 3,320,530 | | | (3,320,530 | )(9) | | 7,753 | |
Additional paid-in capital | | | 155,289,573 | | | (16,744,535 | ) | | 16,744,535 | (9) | | 168,289,568 | |
| | | | | | | | | 12,999,995 | (6) | | | |
Subscription receivable | | | (10,665,584 | ) | | — | | | — | | | (10,665,584 | ) |
Deferred compensation | | | (10,482,854 | ) | | (202,517 | ) | | 202,517 | (9) | | (10,482,854 | ) |
Accumulated deficit | | | (21,190,945 | ) | | (60,185,201 | ) | | 60,185,201 | (9) | | (21,722,222 | ) |
| | | | | | | | | (531,277 | )(4) | | | |
Accumulated other comprehensive income | | | 1,525,265 | | | 20,616,398 | | | (20,616,398 | )(9) | | 1,525,265 | |
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Total stockholders' equity (deficit) | | | 114,483,208 | | | (53,195,325 | ) | | 65,664,043 | | | 126,951,926 | |
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| | $ | 129,401,801 | | $ | 47,510,544 | | $ | 116,290,184 | | $ | 293,202,529 | |
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF NOVEMBER 30, 2001
(UNAUDITED)
The accompanying unaudited pro forma condensed balance sheet has been prepared by combining the historical results of Innovations and Unipath as of November 30, 2001 and reflects the following pro forma adjustments:
- (1)
- Represents approximately $155,600,000 in cash paid for the acquisition (of which approximately $1,400,000 is included in the historical Innovations results as of November 30, 2001), net of proceeds of approximately $142,300,000 received from the issuance of preferred stock and debt financings, and cash paid for deferred financing costs of approximately $2,200,000.
- (2)
- Represents the adjustment to reflect the acquired fixed assets at fair value.
- (3)
- Represents the portion of the purchase price allocated to goodwill and other intangible assets.
- (4)
- Represents the portion of the purchase price allocated to in-process research and development projects and the related charge to operations for the value assigned to in-process research and development projects that had not reached technological feasibility and did not have a future alternative use.
- (5)
- Represents deferred financing costs associated with the debt financing obtained for the acquisition.
- (6)
- Represents the issuance of debt and preferred stock in connection with the acquisition, net of original issue discount and beneficial conversion feature.
- (7)
- Represents the assumption and repayment of the Unipath debt due to Unilever Plc, former parent company, as part of the acquisition.
- (8)
- Represents amount to adjust balance of deferred rent due to remeasurement of the acquired lease in accordance with FIN No. 21.
- (9)
- Represents the elimination of the Unipath equity accounts.
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INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES PRO FORMA FINANCIAL INFORMATIONTable of ContentsINVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTSINVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED BALANCE SHEET AS OF NOVEMBER 30, 2001 (UNAUDITED)INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET AS OF NOVEMBER 30, 2001 (UNAUDITED)