Exhibit 99.7
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated balance sheet combines the consolidated historical balance sheet of ReSearch Pharmaceutical Services, Inc. (“RPS”) and the historical balance sheets of IMEREM Institute for Medical Research Management and Biometrics - Institute für medizinisches Forschungsmanagement und Biometrie — Ein unabhaengiges Forschungsunternehmen GmbH (“Imerem”), Infociencia S.L. (“Infociencia”) and Therapharm Recherches Th.R (“Therapharm”) (together, the “Acquired Entities”) as of September 30, 2008, giving effect to the mergers of RPS and the Acquired Entities pursuant to their respective merger agreements, as if the mergers had been consummated on September 30, 2008. The following unaudited pro forma condensed consolidated statements of operations combine the historical statements of operations of RPS and the Acquired Entities for the year ended December 31, 2007, giving effect to the mergers as if it they had occurred on January 1, 2007 and for the nine month period ending September 30, 2008, giving effect to the mergers, as if they had occurred on January 1, 2008.
The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the mergers, factually supportable, and expected to have a continuing impact on the combined results.
The unaudited pro forma consolidated information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the pro forma consolidated financial information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the combined company will experience.
The following information should be read in conjunction with the pro forma condensed consolidated statements:
| • | | Accompanying notes to the unaudited pro forma condensed consolidated financial statements. |
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| • | | RPS’s historical financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2008, previously filed with the Securities and Exchange Commission. |
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| • | | Separate historical audited financial statements and unaudited interim financial statements of the Acquired Entities included elsewhere in this document. |
Unaudited Pro Forma Condensed Consolidated Balance Sheet
September 30, 2008
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Pro Forma | | Pro Forma |
| | RPS | | IMEREM | | Infociencia | | Therapharm | | Adjustments | | Combined |
| | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 9,318,017 | | | | 2,085,161 | | | | 1,783,479 | | | | 877,265 | | | | (9,318,017) | (1) | | | 4,745,905 | |
Restricted cash | | | 1,014,722 | | | | 354,619 | | | | 3,888,705 | | | | 596,379 | | | | — | | | | 5,854,425 | |
Accounts receivable, less allowance for doubtful accounts | | | 34,015,109 | | | | 2,803,901 | | | | 2,674,425 | | | | 3,737,516 | | | | — | | | | 43,230,951 | |
Income tax receivable | | | — | | | | — | | | | 854,485 | | | | 311,410 | | | | — | | | | 1,165,895 | |
Prepaid expenses and other current assets | | | 2,070,540 | | | | 184,009 | | | | 23,894 | | | | 187,468 | | | | — | | | | 2,465,911 | |
| | |
Total current assets | | | 46,418,388 | | | | 5,427,690 | | | | 9,224,988 | | | | 5,710,038 | | | | (9,318,017 | ) | | | 57,463,087 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets, net | | | 275,536 | | | | 78,859 | | | | 10,292 | | | | — | | | | 13,469,629 | (1) | | | 13,834,316 | |
Property and equipment, net | | | 4,247,570 | | | | 901,241 | | | | 923,965 | | | | 243,928 | | | | — | | | | 6,316,704 | |
Investments | | | — | | | | 1,021,886 | | | | — | | | | — | | | | — | | | | 1,021,886 | |
Other assets | | | 231,546 | | | | — | | | | 492,842 | | | | — | | | | — | | | | 724,388 | |
Deferred tax asset | | | 375,173 | | | | — | | | | — | | | | — | | | | — | | | | 375,173 | |
| | |
Total assets | | | 51,548,213 | | | | 7,429,676 | | | | 10,652,087 | | | | 5,953,966 | | | | 4,151,612 | | | | 79,735,554 | |
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Liabilities and stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 1,460,854 | | | | 241,644 | | | | 8,261,234 | | | | 2,379,221 | | | | — | | | | 12,342,953 | |
Line of Credit | | | — | | | | — | | | | — | | | | — | | | | 3,960,199 | (1) | | | 3,960,199 | |
Accrued expenses | | | 5,359,178 | | | | 1,107,014 | | | | — | | | | 23,684 | | | | — | | | | 6,489,876 | |
Customer deposits | | | 1,014,722 | | | | 354,619 | | | | — | | | | 588,415 | | | | — | | | | 1,957,756 | |
Deferred revenue | | | 3,385,591 | | | | — | | | | — | | | | 1,835,839 | | | | — | | | | 5,221,430 | |
Shareholder Loan | | | | | | | 639,534 | | | | — | | | | — | | | | — | | | | 639,534 | |
Current portion of capital lease obligations | | | 579,636 | | | | — | | | | — | | | | — | | | | — | | | | 579,636 | |
| | |
Total current liabilities | | | 11,799,981 | | | | 2,342,811 | | | | 8,261,234 | | | | 4,827,159 | | | | 3,960,199 | | | | 31,191,384 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Customer deposits | | | 4,500,000 | | | | — | | | | — | | | | — | | | | — | | | | 4,500,000 | |
Accrued pension cost | | | — | | | | 861,867 | | | | — | | | | — | | | | — | | | | 861,867 | |
Deferred income taxes — long term | | | — | | | | 265,267 | | | | — | | | | — | | | | — | | | | 265,267 | |
Long term debt | | | — | | | | 191,482 | | | | 1,144,256 | | | | — | | | | — | | | | 1,335,738 | |
Other liabilities | | | 284,001 | | | | — | | | | — | | | | 34,738 | | | | — | | | | 318,739 | |
Capital lease obligations, less current portion | | | 883,538 | | | | — | | | | — | | | | — | | | | — | | | | 883,538 | |
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Total liabilities | | | 17,467,520 | | | | 3,661,427 | | | | 9,405,490 | | | | 4,861,897 | | | | 3,960,199 | | | | 39,356,533 | |
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Stockholders’ equity : | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Common stock, $.0001 par value: | | | 3,255 | | | | 35,998 | | | | — | | | | — | | | | (35,578 | )(1) | | | 3,675 | |
Additional paid-in capital | | | 36,478,621 | | | | — | | | | 200,802 | | | | — | | | | 6,097,107 | (1) | | | 42,776,530 | |
Accumulated other comprehensive income | | | 77,220 | | | | (38,682 | ) | | | — | | | | — | | | | 38,682 | (1) | | | 77,220 | |
Retained earnings (Accumulated deficit) | | | (2,478,403 | ) | | | 3,770,934 | | | | 1,045,795 | | | | 1,092,069 | | | | (5,908,798) | (1) | | | (2,478,403 | ) |
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Total stockholders’ equity | | | 34,080,693 | | | | 3,768,250 | | | | 1,246,597 | | | | 1,092,069 | | | | 191,413 | | | | 40,379,022 | |
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Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | | | 51,548,213 | | | | 7,429,677 | | | | 10,652,087 | | | | 5,953,966 | | | | 4,151,612 | | | | 79,735,555 | |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2008
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| | | | | | | | | | | | | | | | | | Pro Forma | | Pro Forma |
| | RPS | | IMEREM | | Infociencia | | Therapharm | | Adjustments | | Combined |
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Service revenue | | | 117,447,462 | | | | 3,885,293 | | | | 5,609,158 | | | | 6,801,328 | | | | — | | | | 133,743,241 | |
Reimbursement revenue | | | 13,249,875 | | | | — | | | | 3,840,741 | | | | 2,281,324 | | | | — | | | | 19,371,940 | |
Other revenue | | | — | | | | 56,012 | | | | 233,500 | | | | — | | | | — | | | | 289,512 | |
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Total revenue | | | 130,697,337 | | | | 3,941,305 | | | | 9,683,399 | | | | 9,082,652 | | | | | | | | 153,404,693 | |
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Direct costs | | | 87,948,270 | | | | 2,326,001 | | | | 3,367,244 | | | | 2,948,128 | | | | — | | | | 96,589,643 | |
Reimbursable out-of-pocket costs | | | 13,249,875 | | | | — | | | | 3,840,741 | | | | 2,281,324 | | | | — | | | | 19,371,940 | |
Selling, general, and administrative expenses | | | 22,725,789 | | | | 804,555 | | | | 1,597,995 | | | | 2,729,943 | | | | — | | | | 27,858,282 | |
Depreciation and amortization | | | 1,233,451 | | | | 81,378 | | | | 514,549 | | | | 70,005 | | | | 1,174,593 | (2) | | | 3,073,976 | |
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Income from operations | | | 5,539,952 | | | | 729,371 | | | | 362,870 | | | | 1,053,252 | | | | (1,174,593 | ) | | | 6,510,852 | |
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Interest expense | | | 231,020 | | | | 48,721 | | | | — | | | | 4,111 | | | | 163,358 | (3) | | | 447,210 | |
Interest (income) | | | (256,190 | ) | | | (151,980 | ) | | | (163,102 | ) | | | (8,642 | ) | | | — | | | | (579,914 | ) |
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Net income (loss) before provision for income taxes | | | 5,565,122 | | | | 832,630 | | | | 525,972 | | | | 1,057,783 | | | | (1,337,951 | ) | | | 6,643,556 | |
Provision (benefit) for income taxes | | | 2,340,750 | | | | 316,399 | | | | 137,070 | | | | 349,068 | | | | (535,180 | ) (4) | | | 2,608,107 | |
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Net income (loss) | | | 3,224,372 | | | | 516,231 | | | | 388,902 | | | | 708,715 | | | | (802,771 | ) | | | 4,035,449 | |
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Net income (loss) per common share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 0.10 | | | | | | | | | | | | | | | | | | | | 0.11 | |
Diluted | | | 0.09 | | | | | | | | | | | | | | | | | | | | 0.11 | |
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Weighted average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 32,507,708 | | | | | | | | | | | | | | | | | | | | 36,706,593 | |
Diluted | | | 34,069,060 | | | | | | | | | | | | | | | | | | | | 38,267,945 | |
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Twelve Months Ended December 31, 2007
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| | | | | | | | | | | | | | | | | | Pro Forma | | Pro Forma |
| | RPS | | IMEREM | | Infociencia | | Therapharm | | Adjustments | | Combined |
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Service revenue | | | 120,459,459 | | | | 5,524,611 | | | | 8,466,204 | | | | 7,929,791 | | | | — | | | | 142,380,065 | |
Reimbursement revenue | | | 13,923,784 | | | | — | | | | 9,345,548 | | | | 2,659,837 | | | | — | | | | 25,929,169 | |
Other revenue | | | — | | | | 217,843 | | | | 897,377 | | | | — | | | | — | | | | 1,115,220 | |
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Total revenue | | | 134,383,243 | | | | 5,742,454 | | | | 18,709,129 | | | | 10,589,628 | | | | | | | | 169,424,454 | |
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Direct costs | | | 87,650,346 | | | | 3,122,443 | | | | 4,186,491 | | | | 5,133,678 | | | | — | | | | 100,092,958 | |
Reimbursable out-of-pocket costs | | | 13,923,784 | | | | — | | | | 9,345,548 | | | | 2,659,837 | | | | — | | | | 25,929,169 | |
Selling, general, and administrative expenses | | | 26,786,748 | | | | 985,467 | | | | 3,402,628 | | | | 1,720,519 | | | | — | | | | 32,895,362 | |
Depreciation and amortization | | | 1,143,734 | | | | 107,522 | | | | 96,756 | | | | 114,278 | | | | 1,566,123 | (2) | | | 3,028,413 | |
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Income from operations | | | 4,878,631 | | | | 1,527,022 | | | | 1,677,706 | | | | 961,316 | | | | (1,566,123 | ) | | | 7,478,552 | |
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Interest expense | | | 6,025,467 | | | | 61,781 | | | | 1,935 | | | | 3,783 | | | | 217,811 | (3) | | | 6,310,777 | |
Interest (income) | | | (239,582 | ) | | | (81,599 | ) | | | (214,195 | ) | | | (16,403 | ) | | | — | | | | (551,779 | ) |
Gain (loss) due to financial investments | | | — | | | | 6,327 | | | | (633 | ) | | | — | | | | — | | | | 5,694 | |
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Net income (loss) before provision for income taxes | | | (907,254 | ) | | | 1,553,167 | | | | 1,889,333 | | | | 973,936 | | | | (1,783,934 | ) | | | 1,725,248 | |
Provision (benefit) for income taxes | | | 1,508,087 | | | | 506,627 | | | | 351,263 | | | | 360,435 | | | | (713,574 | ) (4) | | | 2,012,838 | |
Net income (loss) | | | (2,415,341 | ) | | | 1,046,540 | | | | 1,538,070 | | | | 613,501 | | | | (1,070,360 | ) | | | (287,590 | ) |
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Accretion of preferred stock | | | (320,819 | ) | | | — | | | | — | | | | — | | | | — | | | | (320,819 | ) |
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Net income (loss) applicable to common shares | | | (2,736,160 | ) | | | 1,046,540 | | | | 1,538,070 | | | | 613,501 | | | | (1,070,360 | ) | | | (608,409 | ) |
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Net income (loss) per common share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | (0.19 | ) | | | | | | | | | | | | | | | | | | | (0.03 | ) |
Diluted | | | (0.19 | ) | | | | | | | | | | | | | | | | | | | (0.03 | ) |
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Weighted average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 14,572,881 | | | | | | | | | | | | | | | | | | | | 18,771,766 | |
Diluted | | | 14,572,881 | | | | | | | | | | | | | | | | | | | | 18,771,766 | |
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1. Description of Transaction and Basis of Presentation
On December 22, 2008, RPS entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of IMEREM, a Germany-based clinical research organization. In addition, RPS entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of Infociencia, a Spain-based clinical research organization. On December 23, 2008, RPS entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of Therapharm, a France-based clinical research organization. The total cash purchase price for the Acquired entities is $10.3 million. In addition, RPS issued a total of 4,198,885 shares of common stock to the sellers of the acquired entities. The shares were valued at $1.50 per share on the date of the mergers.
The acquisitions will be accounted for under the purchase method. A preliminary allocation of the purchase price of the Acquired Entities assuming the acquisition had been consummated as of September 30, 2008 is outlined below:
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Purchase Price: | | | | |
Cash paid | | $ | 10,278,216 | |
Common stock issued | | $ | 6,298,328 | |
Transaction costs | | $ | 3,000,000 | |
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Total | | $ | 19,576,544 | |
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Allocation of Purchase Price: | | | | |
Net assets acquired | | $ | 6,106,915 | |
Goodwill and intangible assets | | $ | 13,469,629 | |
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Total | | $ | 19,576,544 | |
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The Company is currently assessing the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed. It is expected that the current assets and liabilities assumed will approximate their historical carrying values as of the date of the acquisitions. A valuation study is presently being conducted to establish the fair market value as of December 22 and December 23, 2008, of the identifiable intangibles acquired.
2. Pro Forma Adjustments
(1) To preliminarily allocate the purchase price to the assets acquired and liabilities assumed at their estimated fair market values as of September 30, 2008.
(2) To adjust operating expense based on the amortization of estimated amortizable intangibles acquired over an estimated life of 5 years.
(3) To adjust interest expense based on actual indebtedness incurred.
(4) To adjust the provision for income taxes based on the adjustments to pretax income noted above.