Exhibit 99.1
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On October 10, 2014, Alere Inc. (“Alere” or the “Company”) completed the sale of its subsidiary Alere Accountable Care Solutions, LLC (“ACS”) to ACS Acquisition, LLC (the “Purchaser”), pursuant to the terms of a Membership Interest Purchase Agreement among Alere, Alere Health Improvement Company, ACS and Sumit Nagpal. In connection with the sale of ACS, Alere also agreed to sell its subsidiary Wellogic ME FZ – LLC (“Wellogic,” together with ACS, the “ACS Companies”) to the Purchaser, subject to the satisfaction of routine requirements of Dubai law relating to the transfer of equity. The Company expects the closing of the sale of Wellogic to occur during the fourth quarter of 2014. Both ACS and Wellogic were included in the Company’s health information solutions segment. The purchase price for the ACS Companies consists of cash proceeds of $2.00 at closing and contingent consideration of up to an aggregate of $7.0 million, consisting of (i) payments based on the gross revenues of the ACS Companies, (ii) payments to be made in connection with financing transactions by the Purchaser or the ACS Companies and (iii) payments to be made in connection with a sale by the Purchaser of the ACS Companies. In connection with the sale, Alere agreed to reimburse the Purchaser for up to $750,000 of the Purchaser’s and the ACS Companies’ transitional expenses.
The following unaudited pro forma consolidated financial statements give effect to the divestiture as if it had been completed on January 1, 2011 for income statement purposes, and as if it had been completed on June 30, 2014 for balance sheet purposes, subject to the assumptions and adjustments as described in the accompanying notes. The Company has presented periods beginning on January 1, 2011 as management has concluded that the disposition will qualify for discontinued operations treatment under ASC-250-20 and such treatment has not yet been reflected in the annual or interim historical financial statements. The unaudited pro forma consolidated financial statements were prepared in accordance with the regulations of the Securities and Exchange Commission (the “SEC”) and should not be considered indicative of the financial position or results of operations that would have occurred if the divestiture had been consummated on the dates indicated, nor are they indicative of the future financial position or results of operations of the Company.
In accordance with SEC regulations, the unaudited pro forma consolidated financial statements reflect adjustments to the extent they are directly attributable to the divestiture, factually supportable and, for income statement purposes, are expected to have a continuing impact on Alere’s operating results.
The unaudited pro forma consolidated financial statements are based upon and should be read in conjunction with the historical consolidated financial statements of Alere included in its Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the six months ended June 30, 2014.
1
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2014
(in thousands)
| | | | | | | | | | | | | | | | |
| | As Reported | | | Pro Forma Net Assets Sold (a) | | | Pro Forma Adjustments | | | As Adjusted | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 398,802 | | | $ | (140 | ) | | $ | (65 | )(b) | | $ | 398,597 | |
Restricted cash | | | 10,268 | | | | (100 | ) | | | — | | | | 10,168 | |
Marketable securities | | | 802 | | | | — | | | | — | | | | 802 | |
Accounts receivable | | | 537,605 | | | | (1,589 | ) | | | — | | | | 536,016 | |
Inventories, net | | | 368,153 | | | | — | | | | — | | | | 368,153 | |
Deferred tax assets | | | 63,094 | | | | — | | | | (139 | )(d) | | | 62,955 | |
Prepaid expenses and other current assets | | | 126,602 | | | | (274 | ) | | | 5,820 | (e) | | | 132,148 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 1,505,326 | | | | (2,103 | ) | | | 5,616 | | | | 1,508,839 | |
Property, plant and equipment, net | | | 541,873 | | | | (1,116 | ) | | | — | | | | 540,757 | |
Goodwill | | | 3,113,367 | | | | — | | | | — | | | | 3,113,367 | |
Other intangible assets with indefinite lives | | | 52,351 | | | | — | | | | — | | | | 52,351 | |
Finite-lived intangible assets, net | | | 1,567,850 | | | | (17,988 | ) | | | — | | | | 1,549,862 | |
Restricted cash | | | 28,886 | | | | — | | | | — | | | | 28,886 | |
Deferred financing costs, net, and other non-current assets | | | 79,165 | | | | — | | | | — | | | | 79,165 | |
Investments in unconsolidated entities | | | 91,503 | | | | — | | | | — | | | | 91,503 | |
Deferred tax assets | | | 8,008 | | | | — | | | | (1,083 | )(f) | | | 6,925 | |
Non-current income tax receivable | | | 2,336 | | | | — | | | | — | | | | 2,336 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 6,990,665 | | | $ | (21,207 | ) | | $ | 4,533 | | | $ | 6,973,991 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | |
| | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Short-term debt and current portion of long-term debt | | $ | 63,757 | | | $ | — | | | $ | — | | | $ | 63,757 | |
Current portion of capital lease obligations | | | 5,739 | | | | — | | | | — | | | | 5,739 | |
Accounts payable | | | 217,927 | | | | (603 | ) | | | — | | | | 217,324 | |
Accrued expenses and other current liabilities | | | 381,694 | | | | (1,486 | ) | | | (881 | )(c) | | | 379,327 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 669,117 | | | | (2,089 | ) | | | (881 | ) | | | 666,147 | |
| | | | | | | | | | | | | | | | |
Long-term liabilities: | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | 3,724,009 | | | | — | | | | — | | | | 3,724,009 | |
Capital lease obligations, net of current portion | | | 13,825 | | | | — | | | | — | | | | 13,825 | |
Deferred tax liabilities | | | 293,150 | | | | — | | | | — | | | | 293,150 | |
Other long-term liabilities | | | 221,782 | | | | (63 | ) | | | (23,869 | )(g) | | | 197,850 | |
| | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 4,252,766 | | | | (63 | ) | | | (23,869 | ) | | | 4,228,834 | |
| | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
Series B preferred stock | | | 606,468 | | | | — | | | | — | | | | 606,468 | |
Common stock | | | 90 | | | | — | | | | — | | | | 90 | |
Additional paid-in capital | | | 3,334,349 | | | | (31,913 | ) | | | — | | | | 3,302,436 | |
Accumulated deficit | | | (1,692,103 | ) | | | 12,858 | | | | 29,283 | (h) | | | (1,649,962 | ) |
Treasury stock | | | (184,971 | ) | | | — | | | | — | | | | (184,971 | ) |
Accumulated other comprehensive loss | | | (103 | ) | | | — | | | | — | | | | (103 | ) |
| | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 2,063,730 | | | | (19,055 | )(i) | | | 29,283 | (i) | | | 2,073,958 | |
Non-controlling interests | | | 5,052 | | | | — | | | | — | | | | 5,052 | |
| | | | | | | | | | | | | | | | |
Total equity | | | 2,068,782 | | | | (19,055 | ) | | | 29,283 | | | | 2,079,010 | |
| | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 6,990,665 | | | $ | (21,207 | ) | | $ | 4,533 | | | $ | 6,973,991 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
2
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS
SIX MONTHS ENDED JUNE 30, 2014
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | As Reported | | | Pro Forma Adjustments | | | As Adjusted | |
Net product sales | | $ | 998,870 | | | $ | — | | | $ | 998,870 | |
Services revenue | | | 443,879 | | | | (988 | )(j) | | | 442,891 | |
| | | | | | | | | | | | |
Net product sales and services revenue | | | 1,442,749 | | | | (988 | ) | | | 1,441,761 | |
License and royalty revenue | | | 11,816 | | | | — | | | | 11,816 | |
| | | | | | | | | | | | |
Net revenue | | | 1,454,565 | | | | (988 | ) | | | 1,453,577 | |
| | | | | | | | | | | | |
Cost of net product sales | | | 520,600 | | | | — | | | | 520,600 | |
Cost of services revenue | | | 240,144 | | | | (2,738 | )(j)(l) | | | 237,406 | |
| | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 760,744 | | | | (2,738 | ) | | | 758,006 | |
Cost of license and royalty revenue | | | 2,664 | | | | — | | | | 2,664 | |
| | | | | | | | | | | | |
Cost of net revenue | | | 763,408 | | | | (2,738 | ) | | | 760,670 | |
| | | | | | | | | | | | |
Gross profit | | | 691,157 | | | | 1,750 | | | | 692,907 | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 76,129 | | | | — | | | | 76,129 | |
Sales and marketing | | | 297,727 | | | | (1,535 | )(j)(m) | | | 296,192 | |
General and administrative | | | 299,482 | | | | (4,670 | )(j)(n)(p) | | | 294,812 | |
Loss on disposition | | | 638 | | | | — | | | | 638 | |
| | | | | | | | | | | | |
Operating income | | | 17,181 | | | | 7,955 | | | | 25,136 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (104,195 | ) | | | — | | | | (104,195 | ) |
Other income (expense), net | | | 7,341 | | | | 32 | (j) | | | 7,373 | |
| | | | | | | | | | | | |
Loss before benefit for income taxes | | | (79,673 | ) | | | 7,987 | | | | (71,686 | ) |
Benefit for income taxes | | | (16,528 | ) | | | 2,989 | (k) | | | (13,539 | ) |
| | | | | | | | | | | | |
Loss before equity earnings of unconsolidated entities, net of tax | | | (63,145 | ) | | | 4,998 | | | | (58,147 | ) |
Equity earnings of unconsolidated entities, net of tax | | | 7,439 | | | | — | | | | 7,439 | |
| | | | | | | | | | | | |
Net loss | | | (55,706 | ) | | | 4,998 | | | | (50,708 | ) |
Less: Net income attributable to non-controlling interests | | | 170 | | | | — | | | | 170 | |
| | | | | | | | | | | | |
Net loss attributable to Alere Inc. and Subsidiaries | | | (55,876 | ) | | | 4,998 | | | | (50,878 | ) |
Preferred stock dividends | | | (10,559 | ) | | | — | | | | (10,559 | ) |
| | | | | | | | | | | | |
Net loss available to common stockholders | | $ | (66,435 | ) | | $ | 4,998 | | | $ | (61,437 | ) |
| | | | | | | | | | | | |
Basic and diluted net loss per common share attributable to Alere Inc. and Subsidiaries: | | $ | (0.81 | ) | | $ | 0.07 | | | $ | (0.74 | ) |
| | | | | | | | | | | | |
Weighted-average shares — basic and diluted | | | 82,518 | | | | | | | | 82,518 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
3
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS
SIX MONTHS ENDED JUNE 30, 2013
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | As Reported | | | Pro Forma Adjustments | | | As Adjusted | |
Net product sales | | $ | 1,029,838 | | | $ | — | | | $ | 1,029,838 | |
Services revenue | | | 464,467 | | | | (1,221 | )(j) | | | 463,246 | |
| | | | | | | | | | | | |
Net product sales and services revenue | | | 1,494,305 | | | | (1,221 | ) | | | 1,493,084 | |
License and royalty revenue | | | 8,929 | | | | — | | | | 8,929 | |
| | | | | | | | | | | | |
Net revenue | | | 1,503,234 | | | | (1,221 | ) | | | 1,502,013 | |
| | | | | | | | | | | | |
Cost of net product sales | | | 506,267 | | | | — | | | | 506,267 | |
Cost of services revenue | | | 244,968 | | | | (1,648 | )(j)(l) | | | 243,320 | |
| | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 751,235 | | | | (1,648 | ) | | | 749,587 | |
Cost of license and royalty revenue | | | 3,255 | | | | — | | | | 3,255 | |
| | | | | | | | | | | | |
Cost of net revenue | | | 754,490 | | | | (1,648 | ) | | | 752,842 | |
| | | | | | | | | | | | |
Gross profit | | | 748,744 | | | | 427 | | | | 749,171 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 81,954 | | | | (1,592 | )(j) | | | 80,362 | |
Sales and marketing | | | 315,878 | | | | (1,635 | )(j)(m) | | | 314,243 | |
General and administrative | | | 276,019 | | | | (5,085 | )(j)(n)(p) | | | 270,934 | |
| | | | | | | | | | | | |
Total operating expenses | | | 673,851 | | | | (8,312 | ) | | | 665,539 | |
| | | | | | | | | | | | |
Operating income | | | 74,893 | | | | 8,739 | | | | 83,632 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (149,852 | ) | | | — | | | | (149,852 | ) |
Other income (expense), net | | | 593 | | | | 14 | (j) | | | 607 | |
| | | | | | | | | | | | |
Loss before benefit for income taxes | | | (74,366 | ) | | | 8,753 | | | | (65,613 | ) |
Benefit for income taxes | | | (19,004 | ) | | | 3,409 | (k) | | | (15,595 | ) |
| | | | | | | | | | | | |
Loss before equity earnings of unconsolidated entities, net of tax | | | (55,362 | ) | | | 5,344 | | | | (50,018 | ) |
Equity earnings of unconsolidated entities, net of tax | | | 7,485 | | | | — | | | | 7,485 | |
| | | | | | | | | | | | |
Net loss | | | (47,877 | ) | | | 5,344 | | | | (42,533 | ) |
Less: Net income attributable to non-controlling interests | | | 242 | | | | — | | | | 242 | |
| | | | | | | | | | | | |
Net loss attributable to Alere Inc. and Subsidiaries | | | (48,119 | ) | | | 5,344 | | | | (42,775 | ) |
Preferred stock dividends | | | (10,559 | ) | | | — | | | | (10,559 | ) |
| | | | | | | | | | | | |
Net loss available to common stockholders | | $ | (58,678 | ) | | $ | 5,344 | | | $ | (53,334 | ) |
| | | | | | | | | | | | |
Basic and diluted net loss per common share attributable to Alere Inc. and Subsidiaries: | | $ | (0.72 | ) | | $ | 0.06 | | | $ | (0.66 | ) |
| | | | | | | | | | | | |
Weighted-average shares — basic and diluted | | | 81,255 | | | | | | | | 81,255 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
4
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS
YEAR ENDED DECEMBER 31, 2013
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | As Reported | | | Pro Forma Adjustments | | | As Adjusted | |
Net product sales | | $ | 2,072,463 | | | $ | — | | | $ | 2,072,463 | |
Services revenue | | | 929,750 | | | | (2,365 | )(j) | | | 927,385 | |
| | | | | | | | | | | | |
Net product sales and services revenue | | | 3,002,213 | | | | (2,365 | ) | | | 2,999,848 | |
License and royalty revenue | | | 27,229 | | | | — | | | | 27,229 | |
| | | | | | | | | | | | |
Net revenue | | | 3,029,442 | | | | (2,365 | ) | | | 3,027,077 | |
| | | | | | | | | | | | |
Cost of net product sales | | | 1,028,520 | | | | — | | | | 1,028,520 | |
Cost of services revenue | | | 491,420 | | | | (5,806 | )(j)(l) | | | 485,614 | |
| | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 1,519,940 | | | | (5,806 | ) | | | 1,514,134 | |
Cost of license and royalty revenue | | | 7,763 | | | | — | | | | 7,763 | |
| | | | | | | | | | | | |
Cost of net revenue | | | 1,527,703 | | | | (5,806 | ) | | | 1,521,897 | |
| | | | | | | | | | | | |
Gross profit | | | 1,501,739 | | | | 3,441 | | | | 1,505,180 | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 160,802 | | | | (1,592 | )(j) | | | 159,210 | |
Sales and marketing | | | 639,834 | | | | (3,381 | )(j)(m) | | | 636,453 | |
General and administrative | | | 561,227 | | | | (11,637 | )(j)(n)(p) | | | 549,590 | |
Loss on disposition | | | 5,124 | | | | — | | | | 5,124 | |
| | | | | | | | | | | | |
Operating income | | | 134,752 | | | | 20,051 | | | | 154,803 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (255,656 | ) | | | — | | | | (255,656 | ) |
Other income (expense), net | | | (13,128 | ) | | | 18 | (j) | | | (13,110 | ) |
| | | | | | | | | | | | |
Loss before benefit for income taxes | | | (134,032 | ) | | | 20,069 | | | | (113,963 | ) |
Benefit for income taxes | | | (46,311 | ) | | | 7,864 | (k) | | | (38,447 | ) |
| | | | | | | | | | | | |
Loss before equity earnings of unconsolidated entities, net of tax | | | (87,721 | ) | | | 12,205 | | | | (75,516 | ) |
Equity earnings of unconsolidated entities, net of tax | | | 17,443 | | | | — | | | | 17,443 | |
| | | | | | | | | | | | |
Net loss | | | (70,278 | ) | | | 12,205 | | | | (58,073 | ) |
Less: Net income attributable to non-controlling interests | | | 976 | | | | — | | | | 976 | |
| | | | | | | | | | | | |
Net loss attributable to Alere Inc. and Subsidiaries | | | (71,254 | ) | | | 12,205 | | | | (59,049 | ) |
Preferred stock dividends | | | (21,293 | ) | | | — | | | | (21,293 | ) |
| | | | | | | | | | | | |
Net loss available to common stockholders | | $ | (92,547 | ) | | $ | 12,205 | | | $ | (80,342 | ) |
| | | | | | | | | | | | |
Basic and diluted net loss per common share attributable to Alere Inc. and Subsidiaries: | | $ | (1.13 | ) | | $ | 0.14 | | | $ | (0.99 | ) |
| | | | | | | | | | | | |
Weighted-average shares — basic and diluted | | | 81,542 | | | | | | | | 81,542 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
5
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS
YEAR ENDED DECEMBER 31, 2012
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | As Reported | | | Pro Forma Adjustments | | | As Adjusted | |
Net product sales | | $ | 1,913,731 | | | $ | — | | | $ | 1,913,731 | |
Services revenue | | | 876,518 | | | | (1,496 | )(j) | | | 875,022 | |
| | | | | | | | | | | | |
Net product sales and services revenue | | | 2,790,249 | | | | (1,496 | ) | | | 2,788,753 | |
License and royalty revenue | | | 28,576 | | | | — | | | | 28,576 | |
| | | | | | | | | | | | |
Net revenue | | | 2,818,825 | | | | (1,496 | ) | | | 2,817,329 | |
| | | | | | | | | | | | |
Cost of net product sales | | | 932,150 | | | | — | | | | 932,150 | |
Cost of services revenue | | | 450,999 | | | | (2,289 | )(j)(l)(o) | | | 448,710 | |
| | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 1,383,149 | | | | (2,289 | ) | | | 1,380,860 | |
Cost of license and royalty revenue | | | 7,354 | | | | — | | | | 7,354 | |
| | | | | | | | | | | | |
Cost of net revenue | | | 1,390,503 | | | | (2,289 | ) | | | 1,388,214 | |
| | | | | | | | | | | | |
Gross profit | | | 1,428,322 | | | | 793 | | | | 1,429,115 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 183,001 | | | | — | | | | 183,001 | |
Sales and marketing | | | 643,423 | | | | (1,860 | )(j)(m) | | | 641,563 | |
General and administrative | | | 492,766 | | | | (10,526 | )(j)(n)(p) | | | 482,240 | |
| | | | | | | | | | | | |
Total operating expenses | | | 1,319,190 | | | | (12,386 | ) | | | 1,306,804 | |
| | | | | | | | | | | | |
Operating income | | | 109,132 | | | | 13,179 | | | | 122,311 | |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (240,560 | ) | | | — | | | | (240,560 | ) |
Other income (expense), net | | | 9,957 | | | | 1 | (j) | | | 9,958 | |
| | | | | | | | | | | | |
Loss before benefit for income taxes | | | (121,471 | ) | | | 13,180 | | | | (108,291 | ) |
Benefit for income taxes | | | (30,319 | ) | | | 4,883 | (k) | | | (25,436 | ) |
| | | | | | | | | | | | |
Loss before equity earnings of unconsolidated entities, net of tax | | | (91,152 | ) | | | 8,297 | | | | (82,855 | ) |
Equity earnings of unconsolidated entities, net of tax | | | 13,245 | | | | — | | | | 13,245 | |
| | | | | | | | | | | | |
Net loss | | | (77,907 | ) | | | 8,297 | | | | (69,610 | ) |
Less: Net income attributable to non-controlling interests | | | 275 | | | | — | | | | 275 | |
| | | | | | | | | | | | |
Net loss attributable to Alere Inc. and Subsidiaries | | | (78,182 | ) | | | 8,297 | | | | (69,885 | ) |
Preferred stock dividends | | | (21,293 | ) | | | — | | | | (21,293 | ) |
| | | | | | | | | | | | |
Net loss available to common stockholders | | $ | (99,475 | ) | | $ | 8,297 | | | $ | (91,178 | ) |
| | | | | | | | | | | | |
Basic and diluted net loss per common share attributable to Alere Inc. and Subsidiaries: | | $ | (1.23 | ) | | $ | 0.10 | | | $ | (1.13 | ) |
| | | | | | | | | | | | |
Weighted-average shares — basic and diluted | | | 80,587 | | | | | | | | 80,587 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
6
ALERE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS
YEAR ENDED DECEMBER 31, 2011
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | As Reported | | | Pro Forma Adjustments | | | As Adjusted | |
Net product sales | | $ | 1,683,132 | | | $ | — | | | $ | 1,683,132 | |
Services revenue | | | 679,922 | | | | (35 | )(j) | | | 679,887 | |
| | | | | | | | | | | | |
Net product sales and services revenue | | | 2,363,054 | | | | (35 | ) | | | 2,363,019 | |
License and royalty revenue | | | 23,473 | | | | — | | | | 23,473 | |
| | | | | | | | | | | | |
Net revenue | | | 2,386,527 | | | | (35 | ) | | | 2,386,492 | |
| | | | | | | | | | | | |
Cost of net product sales | | | 795,424 | | | | — | | | | 795,424 | |
Cost of services revenue | | | 338,232 | | | | (108 | )(j)(l) | | | 338,124 | |
| | | | | | | | | | | | |
Cost of net product sales and services revenue | | | 1,133,656 | | | | (108 | ) | | | 1,133,548 | |
Cost of license and royalty revenue | | | 7,036 | | | | — | | | | 7,036 | |
| | | | | | | | | | | | |
Cost of net revenue | | | 1,140,692 | | | | (108 | ) | | | 1,140,584 | |
| | | | | | | | | | | | |
Gross profit | | | 1,245,835 | | | | 73 | | | | 1,245,908 | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 150,165 | | | | — | | | | 150,165 | |
Sales and marketing | | | 565,583 | | | | (57 | )(j)(m) | | | 565,526 | |
General and administrative | | | 399,330 | | | | (391 | )(j)(n)(p) | | | 398,939 | |
Goodwill impairment charge | | | 383,612 | | | | — | | | | 383,612 | |
| | | | | | | | | | | | |
Operating loss | | | (252,855 | ) | | | 521 | | | | (252,334 | ) |
Interest expense, including amortization of original issue discounts and deferred financing costs | | | (203,971 | ) | | | — | | | | (203,971 | ) |
Other income (expense), net | | | 1,883 | | | | — | | | | 1,883 | |
Gain on sale of joint venture interest | | | 288,896 | | | | — | | | | 288,896 | |
| | | | | | | | | | | | |
Loss before benefit for income taxes | | | (166,047 | ) | | | 521 | | | | (165,526 | ) |
Benefit for income taxes | | | (24,214 | ) | | | 177 | (k) | | | (24,037 | ) |
| | | | | | | | | | | | |
Loss before equity earnings of unconsolidated entities, net of tax | | | (141,833 | ) | | | 344 | | | | (141,489 | ) |
Equity earnings of unconsolidated entities, net of tax | | | 8,524 | | | | — | | | | 8,524 | |
| | | | | | | | | | | | |
Net loss | | | (133,309 | ) | | | 344 | | | | (132,965 | ) |
Less: Net income attributable to non-controlling interests | | | 233 | | | | — | | | | 233 | |
| | | | | | | | | | | | |
Net loss attributable to Alere Inc. and Subsidiaries | | | (133,542 | ) | | | 344 | | | | (133,198 | ) |
Preferred stock dividends | | | (22,049 | ) | | | — | | | | (22,049 | ) |
Preferred stock repurchase | | | 23,936 | | | | — | | | | 23,936 | |
| | | | | | | | | | | | |
Net loss available to common stockholders | | $ | (131,655 | ) | | $ | 344 | | | $ | (131,311 | ) |
| | | | | | | | | | | | |
Basic and diluted net loss per common share attributable to Alere Inc. and Subsidiaries: | | $ | (1.58 | ) | | $ | 0.00 | | | $ | (1.58 | ) |
| | | | | | | | | | | | |
Weighted-average shares — basic and diluted | | | 83,128 | | | | | | | | 83,128 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
7
ALERE INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(a) | Represents the assets and liabilities assumed by the acquirer. |
(b) | Represents net consideration paid in connection with the divestiture, including cash proceeds of $2.00, less $65 thousand of transaction costs. |
(c) | Includes $750 thousand of estimated liabilities incurred in connection with the divestiture, offset by $1.631 million representing the current portion of the gain on change in fair value of contingent consideration because the obligation fell away in connection with the transaction. See Note (g). |
(d) | Represents the elimination of a deferred tax asset. |
(e) | Represents $7.242 million arising from adjustments for the tax benefits on the loss on disposition, offset by a deferred tax liability of $1.422 million. |
(f) | Represents the reversal of deferred tax assets associated the divestiture. |
(g) | Represents the long-term portion of the gain on change in fair value of contingent consideration. See also Note (c). |
(h) | Represents net impact of adjustments (b), (c), (d), (e), (f) and (g) above, as follows: |
(in thousands)
| | | | |
Cash proceeds | | $ | — | (b) |
Transaction costs | | | (65 | )(b) |
Deferred tax asset (current) | | | (139 | )(d) |
Estimated tax benefit on loss, net of deferred tax liability eliminated | | | 5,820 | (e) |
Deferred tax assets (non-current) | | | (1,083 | )(f) |
Estimated liabilities resulting from divestiture | | | (750 | )(c) |
Gain on change in fair value of contingent consideration | | | 25,500 | (c)(g) |
| | | | |
Total | | $ | 29,283 | |
| | | | |
(i) | Represents net assets and liabilities assumed by the acquirer, resulting in a loss on disposition/impairment as follows: |
(in thousands)
| | | | |
Net assets and liabilities assumed by acquirer | | $ | (19,055 | )(a) |
Transaction costs | | | (65 | )(b) |
Estimated tax benefit on loss | | | 7,242 | (e) |
Estimated liabilities resulting from divestiture | | | (750 | )(c) |
| | | | |
Loss on disposition/impairment | | | (12,628 | ) |
| |
Gain on change in fair value of contingent consideration, net of tax of $2,644 | | | 22,856 | |
| | | | |
Total impact on equity resulting from divestiture | | $ | 10,228 | |
| | | | |
(j) | Represents adjustments to eliminate the historical sales and related cost of sales and operating expenses from the Company’s consolidated statement of income. |
(k) | Represents estimated taxes at blended statutory rates ranging by year from 37% to 41%. |
(l) | Includes amortization of intangibles (software) of $0.9 million, $0.5 million, $2.8 million, $1.1 million and $0.1 million, respectively, for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011. |
(m) | Includes amortization of intangibles (trade names) of $0.0 thousand, $50.0 thousand, $94.1 thousand, $105.9 thousand and $5.9 thousand, respectively, for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011. |
(n) | Includes amortization of intangibles (non-compete agreement) of $6.0 thousand, $6.0 thousand, $12.0 thousand, $12.7 thousand and $0.7 thousand, respectively, for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011. |
(o) | Includes restructuring charges of $15.1 thousand. |
(p) | Includes (decrease) increase in acquisition date contingent consideration fair value of $(1.3) million, $1.8 million, $3.3 million, $4.5 million, and $0.2 million, respectively, for the six months ended June 30, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011. |
(q) | The following table summarizes the amounts from (j), (k), (l), (m), (n), (o) and (p) above: |
(in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | For the six months ended June 30, | | | For the years ended December 31, | |
| | 2014 | | | 2013 | | | 2013 | | | 2012 | | | 2011 | |
Amortization of intangibles: | | | | | | | | | | | | | | | | | | | | |
Cost of services revenue | | $ | 943 | | | $ | 514 | | | $ | 2,794 | | | $ | 1,089 | | | $ | 61 | |
Sales and marketing | | | — | | | | 50 | | | | 94 | | | | 106 | | | | 6 | |
General and administrative | | | 6 | | | | 6 | | | | 12 | | | | 13 | | | | 1 | |
Change in fair value of contingent consideration: | | | | | | | | | | | | | | | | | | | | |
General and administrative | | | (1,250 | ) | | | 1,800 | | | | 3,300 | | | | 4,500 | | | | 200 | |
Restructuring charges: | | | | | | | | | | | | | | | | | | | | |
Cost of services revenue | | | — | | | | — | | | | — | | | | 15 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total charges | | $ | (301 | ) | | $ | 2,370 | | | $ | 6,200 | | | $ | 5,723 | | | $ | 268 | |
| | | | | | | | | | | | | | | | | | | | |
8