Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2008 and the Unaudited Pro Forma Condensed Consolidated Income Statements for the three months ended March 31, 2008 and for the three years ended December 31, 2007, 2006 and 2005 have been derived from the historical financial statements of Bentley Pharmaceuticals, Inc. (the “Company”) and adjusted to give effect to the distribution of the common stock of CPEX Pharmaceuticals, Inc. (“CPEX”) to our stockholders, which will be accounted for as discontinued operations in the second quarter of 2008 in accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes that the above-mentioned transaction occurred on the date of such balance sheet and the Unaudited Pro Forma Condensed Consolidated Statements of Income assume that the above-mentioned transactions occurred on January 1, 2005.
Management believes that the assumptions used to derive the Unaudited Pro Forma Condensed Consolidated Financial Statements are reasonable under the circumstances and given the information available. The Unaudited Pro Forma Condensed Consolidated Financial Statements have been provided for informational purposes and are not necessarily indicative of the financial condition or results of future operations or the actual financial condition or results that would have been achieved had the transactions occurred on the dates indicated. These Unaudited Pro Forma Condensed Consolidated Financial Statements (together with the footnotes thereto) should be read in conjunction with our historical consolidated financial statements and accompanying notes thereto, which can be found in our quarterly report on Form 10-Q for the period ended March 31, 2008, filed with the Securities and Exchange Commission on May 12, 2008 and our annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission on March 17, 2008 and as amended on April 29, 2008.
The Unaudited Pro Forma Condensed Consolidated Income Statements do not reflect material non-recurring charges which will impact net income within twelve months following the transaction, including charges we expect to incur in the second and third quarters of 2008 in connection with the consummation of the spin-off of CPEX.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
| | | | | | | | | | | | | | | | |
| | As of March 31, 2008 | |
| | Historical | | | Spin-off | | | Pro Forma | | | Pro Forma | |
(in thousands) | | Bentley | | | of CPEX(a) | | | Adjustments | | | Bentley | |
Assets | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 33,279 | | | $ | (19,737 | ) | | $ | 11,737 | (b) | | $ | 25,279 | |
Marketable securities | | | 1,084 | | | | — | | | | — | | | | 1,084 | |
Receivables, net | | | 46,137 | | | | (3,433 | ) | | | — | | | | 42,704 | |
Inventories | | | 19,536 | | | | — | | | | — | | | | 19,536 | |
Deferred taxes | | | 1,038 | | | | — | | | | — | | | | 1,038 | |
Prepaid expenses and other | | | 1,827 | | | | (648 | ) | | | — | | | | 1,179 | |
| | | | | | | | | | | | |
Total current assets | | | 102,901 | | | | (23,818 | ) | | | 11,737 | (b) | | | 90,820 | |
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| | | | | | | | | | | | | | | | |
Non-current assets: | | | | | | | | | | | | | | | | |
Fixed assets, net | | | 63,620 | | | | (2,769 | ) | | | — | | | | 60,851 | |
Drug licenses and related costs, net | | | 17,613 | | | | (2,838 | ) | | | — | | | | 14,775 | |
Restricted cash | | | 1,000 | | | | (1,000 | ) | | | — | | | | — | |
Deferred taxes | | | 348 | | | | — | | | | — | | | | 348 | |
Other | | | 1,016 | | | | (43 | ) | | | — | | | | 973 | |
| | | | | | | | | | | | |
Total non-current assets | | | 83,597 | | | | (6,650 | ) | | | — | | | | 76,947 | |
| | | | | | | | | | | | |
Total assets | | $ | 186,498 | | | $ | (30,468 | ) | | $ | 11,737 | (b) | | $ | 167,767 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 18,664 | | | $ | (838 | ) | | $ | — | | | $ | 17,826 | |
Accrued expenses | | | 13,643 | | | | (1,649 | ) | | | — | | | | 11,994 | |
Short-term borrowings | | | 186 | | | | — | | | | — | | | | 186 | |
Current portion of long-term debt | | | 1,304 | | | | — | | | | — | | | | 1,304 | |
Deferred income | | | 1,296 | | | | — | | | | — | | | | 1,296 | |
Other current liabilities | | | 1,206 | | | | — | | | | — | | | | 1,206 | |
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Total current liabilities | | | 36,299 | | | | (2,487 | ) | | | — | | | | 33,812 | |
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Non-current liabilities: | | | | | | | | | | | | | | | | |
Long-term debt | �� | | 16,076 | | | | — | | | | — | | | | 16,076 | |
Deferred income | | | 6,620 | | | | — | | | | — | | | | 6,620 | |
Other | | | 2,645 | | | | — | | | | — | | | | 2,645 | |
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Total non-current liabilities | | | 25,341 | | | | — | | | | — | | | | 25,341 | |
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Stockholders’ equity | | | 124,858 | | | | (27,981 | ) | | | 11,737 | (b) | | | 108,614 | |
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Total liabilities and stockholders’ equity | | $ | 186,498 | | | $ | (30,468 | ) | | $ | 11,737 | (b) | | $ | 167,767 | |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | |
| | For the Three Months Ended March 31, 2008 | |
| | Historical | | | Spin-off | | | Pro Forma | |
(in thousands, except per share data) | | Bentley | | | of CPEX(a) | | | Bentley | |
Revenues: | | | | | | | | | | | | |
Net product sales | | $ | 36,364 | | | $ | — | | | $ | 36,364 | |
Licensing and collaboration revenues | | | 3,649 | | | | (3,450 | ) | | | 199 | |
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Total revenues | | | 40,013 | | | | (3,450 | ) | | | 36,563 | |
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Cost of net product sales | | | 19,947 | | | | — | | | | 19,947 | |
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Gross profit | | | 20,066 | | | | (3,450 | ) | | | 16,616 | |
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Operating expenses: | | | | | | | | | | | | |
Selling and marketing | | | 5,763 | | | | — | | | | 5,763 | |
General and administrative | | | 4,213 | | | | (1,105 | ) | | | 3,108 | |
Research and development | | | 2,804 | | | | (1,896 | ) | | | 908 | |
Separation costs | | | 3,834 | | | | (937 | ) | | | 2,897 | |
Depreciation and amortization | | | 526 | | | | (172 | ) | | | 354 | |
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Total operating expenses | | | 17,140 | | | | (4,110 | ) | | | 13,030 | |
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Income from operations | | | 2,926 | | | | 660 | | | | 3,586 | |
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Other income (expenses): | | | | | | | | | | | | |
Interest income | | | 260 | | | | (147 | ) | | | 113 | |
Interest expense | | | (279 | ) | | | 1 | | | | (278 | ) |
Other, net | | | 99 | | | | — | | | | 99 | |
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Income before income taxes | | | 3,006 | | | | 514 | | | | 3,520 | |
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Provision for income taxes | | | 1,942 | | | | — | | | | 1,942 | |
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Net income from continuing operations | | $ | 1,064 | | | $ | 514 | | | $ | 1,578 | |
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Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 22,469 | | | | | | | | 22,469 | |
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Diluted | | | 23,588 | | | | | | | | 23,588 | |
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Net income from continuing operations per share: | | | | | | | | | | | | |
Basic | | $ | 0.05 | | | | | | | $ | 0.07 | |
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Diluted | | $ | 0.05 | | | | | | | $ | 0.07 | |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2007 | |
(in thousands, except per share data) | | Historical | | | Spin-off | | | Pro Forma | |
| | Bentley | | | of CPEX(a) | | | Bentley | |
| | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | |
Net product sales | | $ | 112,999 | | | $ | — | | | $ | 112,999 | |
Licensing and collaboration revenues | | | 11,688 | | | | (11,127 | ) | | | 561 | |
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Total revenues | | | 124,687 | | | | (11,127 | ) | | | 113,560 | |
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Cost of net product sales | | | 64,010 | | | | — | | | | 64,010 | |
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Gross profit | | | 60,677 | | | | (11,127 | ) | | | 49,550 | |
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Operating expenses: | | | | | | | | | | | | |
Selling and marketing | | | 18,523 | | | | — | | | | 18,523 | |
General and administrative | | | 17,073 | | | | (5,206 | ) | | | 11,867 | |
Research and development | | | 13,600 | | | | (9,646 | ) | | | 3,954 | |
Separation costs | | | 2,020 | | | | (1,010 | ) | | | 1,010 | |
Depreciation and amortization | | | 2,059 | | | | (752 | ) | | | 1,307 | |
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Total operating expenses | | | 53,275 | | | | (16,614 | ) | | | 36,661 | |
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Loss on sale of drug license | | | (111 | ) | | | — | | | | (111 | ) |
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Income from operations | | | 7,291 | | | | 5,487 | | | | 12,778 | |
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Other income (expenses): | | | | | | | | | | | | |
Interest income | | | 1,092 | | | | (591 | ) | | | 501 | |
Interest expense | | | (598 | ) | | | 10 | | | | (588 | ) |
Other, net | | | 434 | | | | 22 | | | | 456 | |
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Income before income taxes | | | 8,219 | | | | 4,928 | | | | 13,147 | |
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Provision for income taxes | | | 5,534 | | | | — | | | | 5,534 | |
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Net income from continuing operations | | $ | 2,685 | | | $ | 4,928 | | | $ | 7,613 | |
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Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 22,339 | | | | | | | | 22,339 | |
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Diluted | | | 22,957 | | | | | | | | 22,957 | |
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Net income from continuing operations per share: | | | | | | | | | | | | |
Basic | | $ | 0.12 | | | | | | | $ | 0.34 | |
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Diluted | | $ | 0.12 | | | | | | | $ | 0.33 | |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2006 | |
| | Historical | | | Spin-off | | | Pro Forma | |
(in thousands, except per share data) | | Bentley | | | of CPEX(a) | | | Bentley | |
| | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | |
Net product sales | | $ | 100,590 | | | $ | — | | | $ | 100,590 | |
Licensing and collaboration revenues | | | 8,881 | | | | (8,366 | ) | | | 515 | |
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Total revenues | | | 109,471 | | | | (8,366 | ) | | | 101,105 | |
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Cost of net product sales | | | 49,850 | | | | — | | | | 49,850 | |
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Gross profit | | | 59,621 | | | | (8,366 | ) | | | 51,255 | |
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Operating expenses: | | | | | | | | | | | | |
Selling and marketing | | | 16,153 | | | | — | | | | 16,153 | |
General and administrative | | | 14,801 | | | | (4,651 | ) | | | 10,150 | |
Research and development | | | 10,459 | | | | (7,881 | ) | | | 2,578 | |
Litigation settlement | | | 10,914 | | | | — | | | | 10,914 | |
Depreciation and amortization | | | 1,895 | | | | (679 | ) | | | 1,216 | |
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Total operating expenses | | | 54,222 | | | | (13,211 | ) | | | 41,011 | |
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Gain on sale of drug license | | | 38 | | | | — | | | | 38 | |
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Income from operations | | | 5,437 | | | | 4,845 | | | | 10,282 | |
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Other income (expenses): | | | | | | | | | | | | |
Interest income | | | 820 | | | | (681 | ) | | | 139 | |
Interest expense | | | (158 | ) | | | — | | | | (158 | ) |
Other, net | | | (43 | ) | | | (2 | ) | | | (45 | ) |
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Income before income taxes | | | 6,056 | | | | 4,162 | | | | 10,218 | |
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Provision for income taxes | | | 5,082 | | | | — | | | | 5,082 | |
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Net income from continuing operations | | $ | 974 | | | $ | 4,162 | | | $ | 5,136 | |
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Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 22,141 | | | | | | | | 22,141 | |
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Diluted | | | 23,068 | | | | | | | | 23,068 | |
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Net income from continuing operations per share: | | | | | | | | | | | | |
Basic | | $ | 0.04 | | | | | | | $ | 0.23 | |
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Diluted | | $ | 0.04 | | | | | | | $ | 0.22 | |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2005 | |
| | Historical | | | Spin-off | | | Pro Forma | |
(in thousands, except per share data) | | Bentley | | | of CPEX(a) | | | Bentley | |
| | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | |
Net product sales | | $ | 91,308 | | | $ | — | | | $ | 91,308 | |
Licensing and collaboration revenues | | | 6,422 | | | | (6,149 | ) | | | 273 | |
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Total revenues | | | 97,730 | | | | (6,149 | ) | | | 91,581 | |
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Cost of net product sales | | | 46,161 | | | | — | | | | 46,161 | |
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Gross profit | | | 51,569 | | | | (6,149 | ) | | | 45,420 | |
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Operating expenses: | | | | | | | | | | | | |
Selling and marketing | | | 16,347 | | | | — | | | | 16,347 | |
General and administrative | | | 11,405 | | | | (3,543 | ) | | | 7,862 | |
Research and development | | | 5,800 | | | | (3,858 | ) | | | 1,942 | |
Litigation settlement | | | 593 | | | | — | | | | 593 | |
Depreciation and amortization | | | 1,758 | | | | (609 | ) | | | 1,149 | |
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Total operating expenses | | | 35,903 | | | | (8,010 | ) | | | 27,893 | |
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Income from operations | | | 15,666 | | | | 1,861 | | | | 17,527 | |
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Other income (expenses): | | | | | | | | | | | | |
Interest income | | | 928 | | | | (746 | ) | | | 182 | |
Interest expense | | | (211 | ) | | | — | | | | (211 | ) |
Other, net | | | 12 | | | | 2 | | | | 14 | |
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Income before income taxes | | | 16,395 | | | | 1,117 | | | | 17,512 | |
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Provision for income taxes | | | 5,476 | | | | — | | | | 5,476 | |
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Net income from continuing operations | | $ | 10,919 | | | $ | 1,117 | | | $ | 12,036 | |
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Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 21,558 | | | | | | | | 21,558 | |
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Diluted | | | 22,929 | | | | | | | | 22,929 | |
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Net income from continuing operations per share: | | | | | | | | | | | | |
Basic | | $ | 0.51 | | | | | | | $ | 0.56 | |
| | | | | | | | | |
Diluted | | $ | 0.48 | | | | | | | $ | 0.52 | |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
NOTES TO
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The pro forma adjustments to the accompanying historical financial information as of and for the three months ended March 31, 2008 and for the three years ended December 31, 2007, 2006 and 2005 are described below:
| (a) | | Represents the assets, liabilities and operations of CPEX prior to the spin-off. The common stock of CPEX was distributed to our stockholders on June 30, 2008. |
| (b) | | In accordance with the Separation and Distribution Agreement between the Company and CPEX, cash balances in excess of $8.0 million were required to be transferred to the Company on the distribution date. As of March 31, 2008, CPEX would have transferred $11.7 million to the Company. |