Exhibit 99.1
The following unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2006 and 2005 and unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 give effect to the sale of Infergen, which was consummated on January 14, 2008. The pro forma condensed consolidated financial information should be read in conjunction with the Company’s historical financial statements and related notes thereto contained in its combined Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
The results of operations for Infergen were classified as discontinued operations in the unaudited consolidated financial statements and notes in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, there are no pro forma adjustments to continuing operations necessary to reflect the Company’s sale of Infergen for the nine-month period ended September 30, 2007, and thus the Company has not presented the September 30, 2007 statements of operations herein.
The Company acquired the rights to Infergen on December 30, 2005. Accordingly, there are no pro forma adjustments to continuing operations required for the results of operations for the year ended December 31, 2004. The only pro forma adjustment to continuing operations for the year ended December 31, 2005 is to remove the acquired in-process research and development charge of $47,200,000 recorded in 2005.
The unaudited pro forma condensed consolidated balance sheet contained herein contains estimates based on presently available information and certain assumptions that the Company believes are reasonable. The actual amounts could differ from these estimates. The unaudited pro forma condensed consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have been achieved by the Company had the sale of Infergen been completed as of the dates indicated, or of the financial position that may be obtained by the Company in the future. In addition, the unaudited pro forma condensed consolidated balance sheet does not reflect changes that may occur as a result of activities subsequent to the disposition described above.
Pro Forma Condensed Statement of Operations
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | Year Ended December 31, | |
(in thousands) | | 2006 | | | 2006 | | | 2006 | | | 2005 | | | 2005 | | | 2005 | |
| | (as reported) | | | (adjustments) | | | (as adjusted) | | | (as reported) | | | (adjustments) | | | (as adjusted) | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Product sales | | $ | 825,996 | | | $ | (42,716 | )(1) | | $ | 783,280 | | | $ | 732,240 | | | $ | — | | | $ | 732,240 | |
Ribavirin royalties | | | 81,242 | | | | — | | | | 81,242 | | | | 91,646 | | | | — | | | | 91,646 | |
| | | | | | | | | | | | | | | | | | |
Total revenues | | | 907,238 | | | | (42,716 | ) | | | 864,522 | | | | 823,886 | | | | — | | | | 823,886 | |
| | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of goods sold (excluding amortization) | | | 256,980 | | | | (18,838 | )(1) | | | 238,142 | | | | 222,358 | | | | — | | | | 222,358 | |
Selling expenses | | | 264,834 | | | | (20,077 | )(1) | | | 244,757 | | | | 232,316 | | | | — | | | | 232,316 | |
General and administrative expenses | | | 117,172 | | | | (1,315 | )(1) | | | 115,857 | | | | 108,252 | | | | — | | | | 108,252 | |
Research and development costs | | | 109,618 | | | | (4,176 | )(1) | | | 105,442 | | | | 114,100 | | | | — | | | | 114,100 | |
Acquired in-process research and development | | | — | | | | — | | | | — | | | | 173,599 | | | | (47,200 | )(1) | | | 126,399 | |
Gain on litigation settlements | | | (51,550 | ) | | | — | | | | (51,550 | ) | | | — | | | | — | | | | — | |
Restructuring charges and asset impairment | | | 138,181 | | | | — | | | | 138,181 | | | | 1,253 | | | | — | | | | 1,253 | |
Amortization expense | | | 71,876 | | | | (6,600 | )(1) | | | 65,276 | | | | 68,832 | | | | — | | | | 68,832 | |
| | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 907,111 | | | | (51,006 | ) | | | 856,105 | | | | 920,710 | | | | (47,200 | ) | | | 873,510 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 127 | | | | 8,290 | | | | 8,417 | | | | (96,824 | ) | | | 47,200 | | | | (49,624 | ) |
Other income (loss), net, including translation and exchange | | | 1,152 | | | | — | | | | 1,152 | | | | (6,358 | ) | | | — | | | | (6,358 | ) |
Interest income | | | 12,610 | | | | — | | | | 12,610 | | | | 13,169 | | | | — | | | | 13,169 | |
Interest expense | | | (43,726 | ) | | | — | | | | (43,726 | ) | | | (40,326 | ) | | | — | | | | (40,326 | ) |
| | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes and minority interest | | | (29,837 | ) | | | 8,290 | | | | (21,547 | ) | | | (130,339 | ) | | | 47,200 | | | | (83,139 | ) |
Provision (benefit) for income taxes | | | 34,219 | | | | 45 | | | | 34,264 | | | | 55,151 | | | | — | | | | 55,151 | |
Minority interest, net | | | 3 | | | | — | | | | 3 | | | | 287 | | | | — | | | | 287 | |
| | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (64,059 | ) | | $ | 8,245 | | | $ | (55,814 | ) | | $ | (185,777 | ) | | $ | 47,200 | | | $ | (138,577 | ) |
| | | | | | | | | | | | | | | | | | |
Basic and diluted income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Loss from continuing operations | | $ | (0.69 | ) | | $ | 0.09 | | | $ | (0.60 | ) | | $ | (2.03 | ) | | $ | 0.52 | | | $ | (1.51 | ) |
| | | | | | | | | | | | | | | | | | |
Shares used in per share computations | | | 93,251 | | | | | | | | 93,251 | | | | 91,696 | | | | | | | | 91,696 | |
| | | | | | | | | | | | | | | | | | |
| | |
(1) | | To eliminate the operations directly related to the Infergen product rights. |
Pro Forma Condensed Balance Sheet
(in thousands)
| | | | | | | | | | | | |
| | September 30, | | | | | | | September 30, | |
| | 2007 | | | | | | 2007 | |
| | (unaudited) | | | (adjustments) | | | (adjusted) | |
| | | | | | | | | | (unaudited) | |
ASSETS | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 354,996 | | | $ | 70,800 | (3) | | $ | 425,796 | |
Accounts receivable, net | | | 200,742 | | | | 17,900 | (3) | | | 218,642 | |
Inventories, net | | | 117,105 | | | | — | | | | 117,105 | |
Assets held for sale and assets of discontinued operations | | | 65,395 | | | | (65,395 | )(2) | | | — | |
Other current assets | | | 43,590 | | | | — | | | | 43,590 | |
| | | | | | | | | |
Total current assets | | | 781,828 | | | | 23,305 | | | | 805,133 | |
Property, plant and equipment, net | | | 110,591 | | | | — | | | | 110,591 | |
Other non-current assets | | | 603,992 | | | | — | | | | 603,992 | |
| | | | | | | | | |
Total non-current assets | | | 714,583 | | | | — | | | | 714,583 | |
| | | | | | | | | |
| | $ | 1,496,411 | | | $ | 23,305 | | | $ | 1,519,716 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Trade payables | | $ | 39,476 | | | | — | | | $ | 39,476 | |
Accrued liabilities | | | 142,009 | | | | 12,600 | (2) | | | 154,609 | |
Other current liabilities | | | 15,646 | | | | — | | | | 15,646 | |
| | | | | | | | | |
Total current liabilities | | | 197,131 | | | | 12,600 | | | | 209,731 | |
Long-term debt, less current portion | | | 780,318 | | | | — | | | | 780,318 | |
Other non-current liabilities | | | 83,101 | | | | — | | | | 83,101 | |
| | | | | | | | | |
Total non-current liabilities | | | 863,419 | | | | — | | | | 863,419 | |
| | | | | | | | | |
Total liabilities | | | 1,060,550 | | | | 12,600 | | | | 1,073,150 | |
| | | | | | | | | |
Stockholders’ Equity: | | | | | | | | | | | | |
Accumulated deficit | | | (837,029 | ) | | | 10,705 | (4) | | | (826,324 | ) |
Other stockholders equity | | | 1,272,890 | | | | — | | | | 1,272,890 | |
| | | | | | | | | |
Total stockholders’ equity | | | 435,861 | | | | 10,705 | | | | 446,566 | |
| | | | | | | | | |
| | $ | 1,496,411 | | | $ | 23,305 | | | $ | 1,519,716 | |
| | | | | | | | | |
| | |
|
(2) | | To eliminate the assets of the Infergen product rights that have been sold and to record certain liabilities related to this transaction. |
|
(3) | | To reflect the receipt of cash proceeds of $70.8 million at closing and $17.9 million, representing notes receivable proceeds of $20.5 million less $2.6 million for imputed interest and potential off-set amounts. |
|
(4) | | To reflect net gain on sale as if sale was closed on pro forma balance sheet date. |