Exhibit 99.3
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The following table sets forth our selected historical and other financial data on a consolidated basis for each of the years in the five-year period ended December 31, 2002 and for the nine months ended September 30, 2002 and 2003. The selected historical and other financial data for each of the years in the five-year period ended December 31, 2002 were derived from our audited consolidated financial statements. The selected historical and other data for the nine months ended September 30, 2002 and 2003 were derived from our unaudited financial statements which, in the opinion of management, include the adjustments (consisting of normal recurring accruals) necessary for a fair presentation of our results of operations and financial position for such periods. The results of operations for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003 or any other period. The trends in our sales and net income are affected by several business combinations completed in the fiscal years 1998 through 2002. The information contained in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements, including the notes thereto, included elsewhere in this offering memorandum.
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| | | | Nine Months Ended |
| | Year Ended December 31, | | September 30, |
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| | 1998 | | 1999 | | 2000 | | 2001 | | 2002 | | 2002 | | 2003 |
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| | ($ in thousands) | | (Unaudited) |
Statement of Operations — Consolidated | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Product sales | | $ | 539,345 | | | $ | 433,105 | | | $ | 441,557 | | | $ | 483,834 | | | $ | 466,809 | | | $ | 351,100 | | | $ | 372,956 | |
Royalties | | | 37,425 | | | | 108,885 | | | | 155,100 | | | | 136,989 | | | | 270,265 | | | | 186,368 | | | | 136,755 | |
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| | Total revenue | | | 576,770 | | | | 541,990 | | | | 596,657 | | | | 620,823 | | | | 737,074 | | | | 537,468 | | | | 509,711 | |
Cost of product sales | | | 204,814 | | | | 128,390 | | | | 143,303 | | | | 149,554 | | | | 157,013 | | | | 113,360 | | | | 131,295 | |
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| Gross profit — product sales | | | 334,531 | | | | 304,715 | | | | 298,254 | | | | 334,280 | | | | 309,796 | | | | 237,740 | | | | 241,661 | |
Selling, general & administrative expenses(1) | | | 205,056 | | | | 183,307 | | | | 217,894 | | | | 219,003 | | | | 530,953 | | | | 412,232 | | | | 201,943 | |
Research & development costs | | | 16,479 | | | | 8,212 | | | | 16,383 | | | | 28,706 | | | | 49,531 | | | | 35,526 | | | | 29,701 | |
Amortization expense | | | 18,636 | | | | 25,663 | | | | 27,590 | | | | 28,733 | | | | 30,341 | | | | 23,960 | | | | 27,371 | |
Eastern European charges(2) | | | 428,403 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Acquired in-process research and development(3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 117,609 | |
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| Income (loss) from operations | | | (296,618 | ) | | | 196,418 | | | | 191,487 | | | | 194,827 | | | | (30,764 | ) | | | (47,610 | ) | | | 1,792 | |
Other income (loss), net including translation and exchange | | | (23,745 | ) | | | (2,739 | ) | | | (2,077 | ) | | | 3,084 | | | | 8,707 | | | | 8,192 | | | | 496 | |
Gain on sale of subsidiary stock(4) | | | — | | | | — | | | | — | | | | — | | | | 261,937 | | | | 261,937 | | | | — | |
Loss on early extinguishment of debt(5) | | | — | | | | — | | | | (4,962 | ) | | | (32,916 | ) | | | (25,730 | ) | | | (25,730 | ) | | | — | |
Interest income | | | 15,311 | | | | 8,865 | | | | 12,483 | | | | 9,473 | | | | 5,644 | | | | 4,434 | | | | 3,066 | |
Interest expense | | | (37,757 | ) | | | (55,439 | ) | | | (60,248 | ) | | | (55,665 | ) | | | (42,856 | ) | | | (34,381 | ) | | | (23,892 | ) |
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| Income (loss) from continuing operations before income taxes and minority interest | | | (342,809 | ) | | | 147,105 | | | | 136,683 | | | | 118,803 | | | | 176,938 | | | | 166,842 | | | | (18,538 | ) |
Provision for income taxes | | | 5,393 | | | | 26,703 | | | | 34,408 | | | | 42,078 | | | | 74,963 | | | | 58,811 | | | | 37,647 | |
Minority interest | | | (41,300 | ) | | | (2,927 | ) | | | (509 | ) | | | 174 | | | | 17,730 | | | | 10,670 | | | | 11,667 | |
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| Income (loss) from continuing operations | | | (306,902 | ) | | | 123,329 | | | | 102,784 | | | | 76,551 | | | | 84,245 | | | | 97,361 | | | | (67,852 | ) |
Income (loss) from discontinued operations(6) | | | (45,172 | ) | | | (4,703 | ) | | | (12,604 | ) | | | (12,417 | ) | | | (197,288 | ) | | | (109,742 | ) | | | 13,992 | |
Cumulative effect of change in accounting principle(7) | | | — | | | | — | | | | — | | | | — | | | | (21,791 | ) | | | (21,791 | ) | | | — | |
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| Net income (loss) | | $ | (352,074 | ) | | $ | 118,626 | | | $ | 90,180 | | | $ | 64,134 | | | $ | (134,834 | ) | | $ | (34,172 | ) | | $ | (53,860 | ) |
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| | | | Nine Months Ended |
| | Year Ended December 31, | | September 30, |
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| | 1998 | | 1999 | | 2000 | | 2001 | | 2002 | | 2002 | | 2003 |
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| | ($ in thousands) | | (Unaudited) |
Other Data — Consolidated | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA(8) | | $ | 170,218 | | | $ | 244,760 | | | $ | 240,920 | | | $ | 252,345 | | | $ | 267,021 | | | $ | 201,684 | | | $ | 165,228 | |
Depreciation & amortization | | | 38,433 | | | | 48,342 | | | | 49,433 | | | | 53,484 | | | | 56,242 | | | | 42,758 | | | | 45,827 | |
Capital expenditures | | | 34,635 | | | | 28,379 | | | | 37,582 | | | | 47,689 | | | | 19,420 | | | | 13,593 | | | | 9,241 | |
Gross profit margin — product sales(9) | | | 62.0 | % | | | 70.4 | % | | | 67.5 | % | | | 69.1 | % | | | 66.4 | % | | | 67.7 | % | | | 64.8 | % |
Adjusted EBITDA margin | | | 29.5 | % | | | 45.2 | % | | | 40.4 | % | | | 40.6 | % | | | 36.2 | % | | | 37.5 | % | | | 32.4 | % |
Cash flow provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating activities | | $ | 9,624 | | | $ | 87,123 | | | $ | 181,684 | | | $ | 138,112 | | | $ | 22,530 | | | $ | (8,384 | ) | | $ | 171,132 | |
| Investing activities | | | (295,046 | ) | | | (50,360 | ) | | | (90,795 | ) | | | (119,065 | ) | | | 222,053 | | | | 242,230 | | | | (97,570 | ) |
| Financing activities | | | 186,019 | | | | 36,399 | | | | (112,765 | ) | | | 150,722 | | | | (318,074 | ) | | | (310,849 | ) | | | (26,277 | ) |
Total debt/Adjusted EBITDA(10) | | | 3.0 | x | | | 2.5 | x | | | 2.1 | x | | | 2.9 | x | | | 1.8 | x | | | 1.7 | x | | | 2.1 | x |
Net debt/Adjusted EBITDA(10) | | | 2.3 | x | | | 1.8 | x | | | 1.5 | x | | | 1.7 | x | | | 0.9 | x | | | 0.9 | x | | | 0.8 | x |
Adjusted EBITDA/interest expense | | | 4.5 | x | | | 4.4 | x | | | 4.0 | x | | | 4.5 | x | | | 6.2 | x | | | 5.9 | x | | | 6.9 | x |
Ratio of earnings to fixed charges(11) | | | 3.5 | x | | | 3.7 | x | | | 3.3 | x | | | 3.1 | x | | | 5.1 | x | | | 5.9 | x | | | 5.1 | x |
Balance Sheet Data (at period end) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 116,204 | | | $ | 171,500 | | | $ | 147,797 | | | $ | 317,011 | | | $ | 245,184 | | | $ | 236,663 | | | $ | 301,028 | |
Working capital | | | 162,177 | | | | 318,533 | | | | 317,356 | | | | 509,601 | | | | 397,070 | | | | 365,046 | | | | 379,836 | |
Net assets of discontinued operations(2), (6) | | | 216,587 | | | | 265,146 | | | | 240,939 | | | | 267,482 | | | | 153,762 | | | | 215,423 | | | | 7,956 | |
Total assets(2), (6), (7) | | | 1,356,396 | | | | 1,472,261 | | | | 1,477,072 | | | | 1,754,365 | | | | 1,488,549 | | | | 1,509,570 | | | | 1,404,997 | |
Total debt(5) | | | 508,463 | | | | 604,435 | | | | 511,106 | | | | 739,377 | | | | 485,471 | | | | 492,149 | | | | 479,955 | |
Stockholders’ equity(1), (2), (3), (4), (5), (6), (7) | | | 586,164 | | | | 683,572 | | | | 757,194 | | | | 810,717 | | | | 703,690 | | | | 778,837 | | | | 644,081 | |
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(1) | We recorded $4,034,000 and $241,543,000 of non-recurring and other unusual charges, which are included in selling, general and administrative expenses, for the years ended December 31, 2001 and 2002, respectively and $204,958,000 for the nine months ended September 30, 2002. The non-recurring and other unusual charges include compensation costs related to the change in control, severance costs, expenses incurred in connection with Ribapharm’s initial public offering, write-off of certain assets, environmental clean-up costs and costs incurred in our proxy contests in 2001 and 2002. |
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(2) | As a result of political and economic events in Eastern Europe, including the Yugoslavian government’s seizure of our Yugoslavian operations effective November 26, 1998, we recorded write-offs and provisions for losses related to Eastern Europe totaling $428,403,000 in the year ended December 31, 1998. |
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(3) | In August 2003, we repurchased the approximately 20% publicly held minority interest in our Ribapharm subsidiary for an aggregated total purchase price of $207,438,000. In connection with this acquisition, we expensed $117,609,000 associated with acquired IPR&D on projects that had not occurred. |
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(4) | In April 2002, we completed an underwritten public offering of 29,900,000 shares of common stock, par value $.01 per share, of Ribapharm, previously a wholly-owned subsidiary, representing 19.93% of the total outstanding common stock of Ribapharm. In connection with Ribapharm’s public offering, we recorded a gain on the sale of Ribapharm’s stock of $261,937,000, net of offering costs. |
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(5) | On April 17, 2002, we used the proceeds of the Ribapharm offering to complete our tender offer and consent solicitation for all of our outstanding 8 3/4% Senior Notes due 2008. The redemption of these notes resulted in a loss on extinguishment of debt of $43,268,000. In July and August 2002, we repurchased $59,410,000 principal amount of our 6 1/2% Convertible Subordinated Notes due 2008. In connection with these repurchases, we recorded a gain on early extinguishment of debt of $17,538,000. The net loss on extinguishment of debt was $25,730,000 for the nine months ended September 30, 2002 and the year ended December 31, 2002. |
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During 2001, we repurchased $117,559,000 aggregate principal amount of our outstanding 8 3/4% Senior Notes due 2008 and redeemed and repurchased $190,645,000 aggregate principal amount of our 9 1/4% Senior Notes due 2005, resulting in a loss on early extinguishment of debt of $32,916,000.
During 2000, we repurchased $84,355,000 of its outstanding 9 1/4% Senior Notes due 2005 and $12,830,000 of its outstanding 8 3/4% Senior Notes due 2008. The repurchases generated a loss on early extinguishment of debt of $4,962,000.
In July 2001 we issued $525,000,000 aggregate principal amount of 6 1/2% Convertible Subordinated Notes due 2008.
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(6) | During 2002, we made the decision to divest our Russian pharmaceuticals segment, biomedicals segment, raw materials businesses and manufacturing capability in Hungary and the Czech Republic, photonics business and Circe unit. This decision required us to evaluate the carrying value of the divested businesses in accordance with the Statement of Accounting Standard, or SFAS, No. 144,Accounting for the Impairment or Disposal of Long-lived Assets. As a result of this analysis, we recorded impairment charges of $160,010,000 (net of an income tax benefit of $48,193,000) in the year ended December 31, 2002. The results of operations and the financial position of the divested businesses have been reflected as discontinued operations. During 2002, we recorded a loss of $45,172,000 from discontinued operations reflecting the write-down of assets in Russia. |
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(7) | During 2002, we completed the transitional impairment test required by SFAS 142,Goodwill and Other Intangible Assets. As a result, we recorded an impairment loss of $25,332,000 offset by a benefit of $3,541,000 for the write-off of negative goodwill. The net amount of $21,791,000 has been recorded as a cumulative effect of change in accounting principle. |
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(8) | Adjusted EBITDA represents the sum of income (loss) from operations plus depreciation and amortization excluding unusual and non-recurring items and acquired IPR&D. We understand that some industry analysts and investors consider EBITDA to be useful in analyzing the operating performance of a company and its ability to service debt. EBITDA, however, is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to, or more meaningful than, net income as a measure of operating performance or cash flows from operating, investing or financing activities as a measure of liquidity. EBITDA is susceptible to varying interpretations and calculations. Our calculation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. See “SEC Review” for a discussion regarding the treatment of this information in an exchange offer registration statement or a shelf registration statement, as the case may be, which we agreed to file. |
A reconciliation of Adjusted EBITDA to operating income is as follows:
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| | | | Nine Months Ended |
| | Year Ended December 31, | | September 30, |
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| | 1998 | | 1999 | | 2000 | | 2001 | | 2002 | | 2002 | | 2003 |
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| | (In thousands) |
Income (loss) from operations | | $ | (296,618 | ) | | $ | 196,418 | | | $ | 191,487 | | | $ | 194,827 | | | $ | (30,764 | ) | | $ | (47,610 | ) | | $ | 1,792 | |
Acquired IPR&D | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 117,609 | |
Non-recurring charges | | | 428,403 | | | | — | | | | — | | | | 4,034 | | | | 241,543 | | | | 206,536 | | | | — | |
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Adjusted income from operations | | | 131,785 | | | | 196,418 | | | | 191,487 | | | | 198,861 | | | | 210,779 | | | | 158,926 | | | | 119,401 | |
Depreciation and amortization | | | 38,433 | | | | 48,342 | | | | 49,433 | | | | 53,484 | | | | 56,242 | | | | 42,758 | | | | 45,827 | |
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Adjusted EBITDA | | $ | 170,218 | | | $ | 244,760 | | | $ | 240,920 | | | $ | 252,345 | | | $ | 267,021 | | | $ | 201,684 | | | $ | 165,228 | |
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(9) | For further information on our gross profit margins reference is made to “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
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(10) | For the purpose of computing this ratio, Adjusted EBITDA, used in the column under nine months ended September 30, 2002 and 2003, is based on Adjusted EBITDA of $296,548,000 and $230,565,000 for the twelve months ended September 30, 2002 and 2003, respectively. |
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(11) | For the purpose of computing this ratio, earnings consist of income from continuing operations before income taxes, minority interest and fixed charges. Fixed charges consist of interest expense. For the nine months ended September 30, 2003, non-cash charges of $117,609,000 related to acquired in-process research and development were excluded from the calculation. For the year ended December 31, 1998, non-cash charges of $436,197,000 related to Eastern European charges were excluded from the calculation. |
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