Exhibit 99.3
PDL BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2007 | | | 2006 | |
REVENUES: | | | | | | | | |
Product sales, net | | | 49,127 | | | | 37,547 | |
Royalties | | | 48,595 | | | | 43,970 | |
License, collaboration and other | | | 10,261 | | | | 9,695 | |
| | | | | | | | |
Total revenues | | | 107,983 | | | | 91,212 | |
| | |
COSTS AND EXPENSES: | | | | | | | | |
Cost of product sales | | | 24,998 | | | | 22,959 | |
Research and development | | | 55,625 | | | | 58,586 | |
Selling, general and administrative | | | 37,941 | | | | 35,344 | |
Other acquisition-related charges | | | 1,436 | | | | 1,118 | |
| | | | | | | | |
Total costs and expenses | | | 120,000 | | | | 118,007 | |
| | | | | | | | |
Operating loss | | | (12,017 | ) | | | (26,795 | ) |
| | |
Interest and other income, net | | | 5,032 | | | | 3,330 | |
Interest expense | | | (3,557 | ) | | | (2,650 | ) |
| | | | | | | | |
Loss before income taxes | | | (10,542 | ) | | | (26,115 | ) |
Income tax expense | | | 64 | | | | 115 | |
| | | | | | | | |
Net loss | | $ | (10,606 | ) | | $ | (26,230 | ) |
| | | | | | | | |
NET LOSS PER SHARE: | | | | | | | | |
| | |
Basic and diluted | | $ | (0.09 | ) | | $ | (0.23 | ) |
| | | | | | | | |
Weighted average shares — basic and diluted | | | 115,104 | | | | 112,472 | |
| | | | | | | | |
In addition to the consolidated financial statements presented in accordance with GAAP, PDL uses non-GAAP measures of operating performance, which are adjusted from results based on GAAP to exclude amortization of intangible assets; depreciation of property and equipment; stock-based compensation expense; interest income and other, net; interest expense; income taxes and certain other miscellaneous items. PDL believes that the non-GAAP results provide added insight into its performance by focusing on results generated by its ongoing operations. PDL uses the non-GAAP results when assessing the performance of its ongoing operations, in making resource allocation decisions and for planning and forecasting. Additionally, PDL considers these non-GAAP results in awarding bonus and other incentive compensation to its employees, including management. The non-GAAP financial measures should be considered as a supplement to, not as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures.
PDL BIOPHARMA, INC.
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(in thousands, except per share amounts)
(unaudited)
| | | | | | |
| | Three Months Ended March 31, |
| | 2007 | | 2006 |
REVENUES: | | | | | | |
Product sales, net | | $ | 49,127 | | $ | 37,547 |
Royalties | | | 48,595 | | | 43,970 |
License, collaboration and other | | | 10,261 | | | 9,695 |
| | | | | | |
Total revenues | | | 107,983 | | | 91,212 |
| | |
COSTS AND EXPENSES: | | | | | | |
Cost of product sales | | | 16,626 | | | 12,394 |
Research and development | | | 47,432 | | | 47,609 |
Selling, general and administrative | | | 33,135 | | | 27,961 |
| | | | | | |
Non-GAAP costs and expenses | | | 97,193 | | | 87,964 |
| | | | | | |
Non-GAAP net income | | $ | 10,790 | | $ | 3,248 |
| | | | | | |
NON-GAAP NET INCOME PER SHARE: | | | | | | |
| | |
Basic | | $ | 0.09 | | $ | 0.03 |
| | | | | | |
Weighted average shares — basic | | | 115,104 | | | 112,472 |
| | | | | | |
Diluted | | $ | 0.09 | | $ | 0.03 |
| | | | | | |
Weighted average shares — diluted(2) | | | 117,765 | | | 118,287 |
| | | | | | |
(1) | These non-GAAP condensed consolidated statements of operations exclude amortization of intangible assets; depreciation of property and equipment; stock-based compensation expense; interest income and other, net; interest expense; income taxes and certain other miscellaneous items that were not classified in the foregoing categories and are identified below. |
During the three months ended March 31, 2007, the miscellaneous excluded items consisted of other acquisition-related charges of $1.4 million related to the operations of ESP Pharma Holding Company, Inc. prior to the Company’s acquisition of ESP Pharma on March 23, 2005, primarily product returns, as well as returns of Retavasefor sales made prior to the Company’s acquisition of the rights to the product from Centocor, Inc. on the same date. During the three months ended March 31, 2006, the miscellaneous excluded items consisted of (a) other acquisition-related charges of $1.1 million and (b) a $4.1 million charge for payments to Wyeth in consideration of Wyeth’s consent to the Company’s transfer of the Company’s rights to the off-patent branded products.
(2) | These weighted average shares exclude the impact of 12.4 million shares and 10.6 million shares of common stock underlying the convertible notes the Company issued in July 2003 and February 2005, respectively. |
PDL BIOPHARMA, INC.
RECONCILIATION OF NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS TO GAAP
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2007 | |
| | | | Adjustments | | | | |
| | Non-GAAP Results | | Amortization of Intangible Assets | | | Depreciation of Property and Equipment | | | Stock-Based Compensation Expenses | | | Other Excluded Items | | | GAAP Results As Reported | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | |
Product sales, net | | $ | 49,127 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 49,127 | |
Royalties | | | 48,595 | | | — | | | | — | | | | — | | | | — | | | | 48,595 | |
License, collaboration and other | | | 10,261 | | | — | | | | — | | | | — | | | | — | | | | 10,261 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 107,983 | | | — | | | | — | | | | — | | | | — | | | | 107,983 | |
| | | | | | |
COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | |
Cost of product sales | | | 16,626 | | | 8,372 | | | | — | | | | — | | | | — | | | | 24,998 | |
Research and development | | | 47,432 | | | 412 | | | | 4,918 | | | | 2,863 | | | | — | | | | 55,625 | |
Selling, general and administrative | | | 33,135 | | | — | | | | 2,460 | | | | 2,346 | | | | — | | | | 37,941 | |
Other acquisition-related charges | | | — | | | — | | | | — | | | | — | | | | 1,436 | | | | 1,436 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 97,193 | | | 8,784 | | | | 7,378 | | | | 5,209 | | | | 1,436 | | | | 120,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | 10,790 | | | (8,784 | ) | | | (7,378 | ) | | | (5,209 | ) | | | (1,436 | ) | | | (12,017 | ) |
| | | | | | |
Interest and other income, net | | | — | | | — | | | | — | | | | — | | | | 5,032 | | | | 5,032 | |
Interest expense | | | — | | | — | | | | — | | | | — | | | | (3,557 | ) | | | (3,557 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 10,790 | | | (8,784 | ) | | | (7,378 | ) | | | (5,209 | ) | | | 39 | | | | (10,542 | ) |
| | | | | | |
Income tax expense | | | — | | | — | | | | — | | | | — | | | | 64 | | | | 64 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 10,790 | | $ | (8,784 | ) | | $ | (7,378 | ) | | $ | (5,209 | ) | | $ | (25 | ) | | $ | (10,606 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) PER SHARE: | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.09 | | | | | | | | | | | | | | | | | | $ | (0.09 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares — basic | | | 115,104 | | | | | | | | | | | | | | | | | | | 115,104 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.09 | | | | | | | | | | | | | | | | | | $ | (0.09 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares — diluted | | | 117,765 | | | | | | | | | | | | | | | | | | | 115,104 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Three Months Ended March 31, 2006 | |
| | | | Adjustments | | | | |
| | Non-GAAP Results | | Amortization of Intangible Assets | | | Depreciation of Property and Equipment | | | Stock-Based Compensation Expenses | | | Other Excluded Items | | | GAAP Results As Reported | |
REVENUES: | | | | | | | | | | | | | | | | | | | | | | | |
Product sales, net | | $ | 37,547 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 37,547 | |
Royalties | | | 43,970 | | | — | | | | — | | | | — | | | | — | | | | 43,970 | |
License, collaboration and other | | | 9,695 | | | — | | | | — | | | | — | | | | — | | | | 9,695 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 91,212 | | | — | | | | — | | | | — | | | | — | | | | 91,212 | |
| | | | | | |
COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | |
Cost of product sales | | | 12,394 | | | 10,565 | | | | — | | | | — | | | | — | | | | 22,959 | |
Research and development | | | 47,609 | | | 487 | | | | 7,052 | | | | 3,438 | | | | — | | | | 58,586 | |
Selling, general and administrative | | | 27,961 | | | — | | | | 552 | | | | 2,708 | | | | 4,123 | | | | 35,344 | |
Other acquisition-related charges | | | — | | | — | | | | — | | | | — | | | | 1,118 | | | | 1,118 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 87,964 | | | 11,052 | | | | 7,604 | | | | 6,146 | | | | 5,241 | | | | 118,007 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | 3,248 | | | (11,052 | ) | | | (7,604 | ) | | | (6,146 | ) | | | (5,241 | ) | | | (26,795 | ) |
| | | | | | |
Interest and other income, net | | | — | | | — | | | | — | | | | — | | | | 3,330 | | | | 3,330 | |
Interest expense | | | — | | | — | | | | — | | | | — | | | | (2,650 | ) | | | (2,650 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 3,248 | | | (11,052 | ) | | | (7,604 | ) | | | (6,146 | ) | | | (4,561 | ) | | | (26,115 | ) |
| | | | | | |
Income tax expense | | | — | | | — | | | | — | | | | — | | | | 115 | | | | 115 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 3,248 | | $ | (11,052 | ) | | $ | (7,604 | ) | | $ | (6,146 | ) | | $ | (4,676 | ) | | $ | (26,230 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) PER SHARE: | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.03 | | | | | | | | | | | | | | | | | | $ | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares — basic | | | 112,472 | | | | | | | | | | | | | | | | | | | 112,472 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 0.03 | | | | | | | | | | | | | | | | | | $ | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares — diluted | | | 118,287 | | | | | | | | | | | | | | | | | | | 112,472 | |
| | | | | | | | | | | | | | | | | | | | | | | |