Exhibit 99
GalaGen Inc.
Unaudited Pro Forma Financial Statements
The following tables set forth the unaudited pro forma financial information (the “Unaudited Pro Forma Financial Statements”) of GalaGen Inc. (the “Company”), which consists of (i) the pro forma balance sheet of the Company as of June 30, 2001, giving effect to the sale of the Company’s critical care enteral nutrition products business to Hormel Healthlabs, Inc. (“HHL”) (the “HHL Transaction”) on such date, and (ii) the pro forma statements of operations of the Company for the fiscal year ended December 31, 2000 and the six month period ended June 30, 2001, giving effect to the HHL Transaction as if such transaction had occurred on January 1, 2000.
The Unaudited Pro Forma Financial Statements and the related notes are provided for illustrative purposes only and are not necessarily indicative of the balance sheets and statement of operations that would have been reported had the HHL Transaction occurred on the dates indicated, nor do they represent a forecast of the financial position at any future period. The Unaudited Pro Forma Financial Statements and the related notes should be read in conjunction with the historical financial statements and related notes of the Company included in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
GalaGen Inc.
Unaudited Pro Forma Balance Sheet
as of June 30, 2001
ASSETS
| | As Reported June 30, 2001 | | Pro Forma Adjustments | | | | Pro Forma June 30, 2001 | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 15,249 | | $ | 965,210 | | (1) | | $ | 980,459 | |
Accounts receivable, net of allowance of $13,136 | | 25,837 | | | | | | 25,837 | |
Inventory | | 257,283 | | | | | | 257,283 | |
Prepaid expenses | | 275,550 | | | | | | 275,550 | |
Total current assets | | 573,919 | | $ | 965,210 | | | | 1,539,129 | |
| | | | | | | | | |
Property and equipment | | 860,864 | | | | | | 860,864 | |
Less accumulated depreciation | | (614,076 | ) | | | | | (614,076 | ) |
| | 246,788 | | | | | | 246,788 | |
| | | | | | | | | |
Customer list, net | | 225,000 | | (225,000 | ) | (2) | | - | |
Other intangible assets, net | | 63,824 | | | | | | 63,824 | |
Restricted cash | | 30,105 | | | | | | 30,105 | |
Deferred expenses | | 15,000 | | | | | | 15,000 | |
| | 333,929 | | (225,000 | ) | | | 108,929 | |
| | | | | | | | | |
Total assets | | $ | 1,154,636 | | $ | 740,210 | | | | $ | 1,894,846 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
| | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | $ | 1,263,222 | | $ | (37,966 | ) | (3) | | $ | 1,225,256 | |
Development contract advance | | 84,275 | | | | | | 84,275 | |
Current portion of deferred revenue | | 107,140 | | | | | | 107,140 | |
Current portion of capital lease obligation | | 37,919 | | | | | | 37,919 | |
Notes payable | | 40,265 | | | | | | 40,265 | |
Other current liabilities | | 93,081 | | | | | | 93,081 | |
Total current liabilities | | 1,625,902 | | (37,966 | ) | | | 1,587,936 | |
| | | | | | | | | |
Commitments | | | | | | | | | |
| | | | | | | | | |
Capital lease obligations | | 14,272 | | | | | | 14,272 | |
Deferred revenue | | 464,147 | | | | | | 464,147 | |
Other long-term liabilities | | 45,000 | | | | | | 45,000 | |
Total Long-term Liabilities | | 523,419 | | | | | | 523,419 | |
Stockholders’ equity: | | | | | | | | | |
Preferred stock, $.01 par value: | | | | | | | | | |
Authorized shares – 15,000,000 | | | | | | | | | |
Issued and outstanding shares – none | | - | | | | | | - | |
Common stock, $.01 par value: | | | | | | | | | |
Authorized shares – 40,000,000 | | | | | | | | | |
Issued and outstanding shares – 12,275,448 | | 122,754 | | | | | | 122,754 | |
Additional paid-in capital | | 65,532,809 | | | | | | 65,532,809 | |
Accumulated deficit | | (66,650,248 | ) | 778,176 | | (4) | | (65,872,072 | ) |
Total stockholders’ equity | | (994,685 | ) | 778,176 | | | | (216,509 | ) |
| | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,154,636 | | $ | 740,210 | | | | $ | 1,894,846 | |
See accompanying notes.
GalaGen Inc.
Notes to Pro Forma Balance Sheet
(1) Represents the net proceeds from the HHL Transaction.
(2) Represents the write-off of unamortized customer list costs related to the original purchase by the Company of the critical care enteral nutrition products business.
(3) Represents the reversal of advances from HHL, which were to be applied towards future royalties and expense reimbursements.
(4) Represents gain on the HHL Transaction.
GalaGen Inc.
Pro Forma Statement of Operations
For the Six Months ended June 30, 2001
| | As Reported | | Pro Forma Adjustments | | | | Pro Forma | |
Revenues: | | | | | | | | | |
Product licensing revenue | | $ | 53,572 | | $ | - | | | | $ | 53,572 | |
Product development revenue | | 5,000 | | - | | | | 5,000 | |
Royalty revenue | | 71,629 | | (71,629 | ) | (1) | | - | |
| | 130,201 | | (71,629 | ) | | | 58,572 | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Selling, general and administrative | | 846,936 | | - | | | | 846,936 | |
Product development | | 918,752 | | - | | | | 918,752 | |
Depreciation and amortization | | 165,364 | | (45,000 | ) | (2) | | 120,364 | |
| | 1,931,052 | | (45,000 | ) | | | 1,886,052 | |
Operating loss | | (1,800,851 | ) | (26,629 | ) | | | (1,827,480 | ) |
| | | | | | | | | |
Interest income | | 12,732 | | - | | | | 12,732 | |
Interest expense | | (6,500 | ) | - | | | | (6,500 | ) |
| | | | | | | | | |
| | | | | | | | | |
Net loss | | $ | (1,794,619 | ) | $ | (26,629 | ) | | | $ | (1,821,248 | ) |
| | | | | | | | | |
Net loss per share – basic and diluted | | $ | (.15 | ) | | | | | $ | (.15 | ) |
| | | | | | | | | |
Weighted average number of common shares outstanding Basic and diluted | | 12,275,448 | | | | | | 12,275,448 | |
(1) Represents the reversal of royalty revenue received from HHL relating to the licensing of the critical care enteral nutrition products.
(2) Represents the reversal of amortization expense related to the customer list originally recorded when the Company purchased the critical care enteral nutrition products business.
GalaGen Inc.
Pro Forma Statement of Operations
Year ended December 31, 2001
| | As Reported | | Pro Forma Adjustments | | | | Pro Forma | |
Revenues: | | | | | | | | | |
Product sales | | $ | 10,661 | | $ | - | | | | $ | 10,661 | |
Product licensing revenue | | 107,144 | | - | | | | 107,144 | |
Product development revenue | | 590,154 | | - | | | | 590,154 | |
Royalty revenue | | 181,335 | | (181,335 | ) | (1) | | - | |
| | 889,294 | | (181,335 | ) | | | 707,959 | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
Cost of goods sold | | 4,723 | | - | | | | 4,723 | |
Selling, general and administrative | | 2,355,845 | | - | | | | 2,355,845 | |
Product development | | 2,302,132 | | - | | | | 2,302,132 | |
Depreciation and amortization | | 520,210 | | (199,401 | ) | (2) | | 320,809 | |
| | 5,182,910 | | (199,401 | ) | | | 4,983,509 | |
Operating loss | | (4,293,616 | ) | 18,066 | | | | (4,275,550 | ) |
| | | | | | | | | |
Interest income | | 106,575 | | - | | | | 106,575 | |
Interest expense | | (1,102 | ) | - | | | | (1,102 | ) |
| | | | | | | | | |
Net loss before accounting change | | (4,188,143 | ) | 18,066 | | | | (4,170,077 | ) |
| | | | | | | | | |
Cumulative effect of change in accounting principle | | (732,000 | ) | | | | | (732,000 | ) |
| | | | | | | | | |
Net loss | | $ | (4,920,143 | ) | $ | 18,066 | | | | $ | (4,902,077 | ) |
| | | | | | | | | |
Net loss per share – basic and diluted | | | | | | | | | |
Net loss before accounting change | | $ | (.38 | ) | | | | | $ | (.38 | ) |
Cumulative effect of change in accounting principle | | (.07 | ) | | | | | (.07 | ) |
| | | | | | | | | |
Net loss per share | | $ | (.45 | ) | | | | | $ | (.45 | ) |
| | | | | | | | | |
Weighted average number of common shares outstanding Basic and diluted | | 10,926,376 | | | | | | 10,926,376 | |
(1) Represents the reversal of royalty revenue received from HHL relating to the licensing of the critical care enteral nutrition products.
(2) Represents the reversal of amortization expense related to the customer list and goodwill originally recorded when the Company purchased the critical care enteral nutrition products business.