Exhibit 99.4
The Unaudited Pro Forma Consolidated Financial Statements of BioMarin
Pharmaceutical Inc. as of and for the Six Month Period Ended June 30, 2002 and
for the Year Ended December 31, 2001.
The following unaudited pro forma consolidated financial statements are
presented for illustrative purposes only and are not indicative of the combined
results of operations of the consolidated company. The unaudited pro forma
consolidated financial statements have been prepared from the historical
financial statements of Glyko and BioMarin as at June 30, 2002 and for the year
ended December 31, 2001 and for the six month period ended June 30, 2002. The
unaudited pro forma consolidated balance sheet assumes the transaction had been
consummated on June 30, 2002. The unaudited pro forma consolidated statement of
operations for the six month period ended June 30, 2002 and for the year ended
December 31, 2001 assume that the transaction had been consummated on January 1,
2001. The unaudited pro forma consolidated financial statements are presented in
accordance with United States Generally Accepted Accounting Principles (GAAP),
which differs in certain respects from Canadian GAAP. All figures are in U.S.
dollars.
BioMarin Pharmaceutical Inc.
Unaudited Pro Forma Consolidated Balance Sheet (United States GAAP)
June 30, 2002
(in thousands)
BioMarin
Pro Forma Adjustments Intercompany Pro Forma
------------------------------
------------------------------
BioMarin Glyko Additions Subtractions Eliminations Consolidated
-------------- ----------- ------------- -------------- ----------------- -----------------
Assets
Current assets............. $ 105,555 $ 1,880 $ - $ (900)(a) $ - $ 106,535
Investment in BioMarin..... - 28,126 - - (28,126)(d) -
Investment in Glyko........ - - 48,312(b) - (48,270)(d) -
Other long-term assets..... 36,418 - 36,418
-------------- ----------- ------------- -------------- ----------------- -----------------
Total assets.............. $ 141,973 $ 30,006 $ 48,312 $ (900)(a) $ (76,396) $ 142,953
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Total liabilities.......... $ 11,194 $ 1,036 $ - $ - $ - $ 12,230
-------------- ----------- ------------- -------------- ----------------- -----------------
Stockholders' equity
Common stock............... 53 22,535 11(b) (11)(c) (22,535)(d) 53
Preferred stock............ - - 48,312(c) (48,312)(d) -
Additional paid in capital. 316,813 72,245 48,301(b) (48,301)(c) (71,401)(d) 317,657
Warrants................... 5,219 - - - - 5,219
Deferred compensation...... (281) - - - - (281)
Stockholder notes.......... (2,108) - - - - (2,108)
Other comprehensive income. 216 - - - - 216
Retained deficit........... (189,133) (65,810) - (900)(a) 65,810(d) (190,033)
-------------- ----------- ------------- -------------- ----------------- -----------------
Total stockholders'
equity.................... 130,779 28,970 96,625 (49,170) (76,396) 130,723
-------------- ----------- ------------- -------------- ----------------- -----------------
Total liabilities and
stockholders' equity...... $ 141,973 $ 30,006 $ 96,625 $ (49,170) $ (76,396) $ 142,953
============== =========== ============= ============== ================= =================
BioMarin Pharmaceutical Inc.
Unaudited Pro Forma Consolidated Statement of Operations (United States GAAP)
For The Year Ended December 31, 2001
(in thousands, except per share data)
Historical Historical Historical Historical
BioMarin IBEX Synapse Pro Forma Glyko
(1/1/01 - Subtotal
(1/1/01 - date of (1/1/01 - Pro Forma Without (1/1/01 - Pro Forma Pro Forma
12/31/01) acquisition) 12/31/01) Adjustments Glyko 12/31/01) Adjustments Total
--------- -------------- ----------- ------------- ----------- ----------- -------------- -----------
Revenues.............. $ 11,699 $ 11,699 $ - $ 11,699
--------- ----------- ----------- -----------
Operating cost and expenses:
Research and
development.......... 45,283 656 (f) 3,366(j) 49,305 - 49,305
General and
administrative....... 6,718 667 (f) (400)(i) 6,985 462 (300)((i) 7,147
In-process research &
development ......... 11,647 (11,647)(g) - - -
--------- ----------- ----------- -----------
Total costs and
expenses............. 63,648 56,290 462 56,452
--------- ----------- ----------- -----------
Loss from operations.... (51,949) (44,591) (462) (45,053)
Interest income......... 1,871 1,871 45 1,916
Interest expense........ (17) (17) - (17)
Equity in loss of
BioMarin............... - - (14,678) 14,678(e) -
Equity in loss of
joint venture.......... (7,333) (7,333) - (7,333)
---------- ----------- ----------- -----------
Loss from continuing
operations............. $ (57,428) $ (50,070) $(15,095) $(50,487)
========== ============ =========== ===========
Net loss from continuing
operations per common
share, basic and
diluted................ $ (1.40) $ (1.17) $ (0.44) $ (1.18)
========== ============ =========== ===========
Weighted average shares
outstanding............. 41,083 679 (k) 885(l) 42,647 34,353 42,647
========== ============ =========== ===========
BioMarin Pharmaceutical Inc.
Unaudited Pro Forma Consolidated Statement of Operations (United States GAAP)
For the Six Month Period Ended June 30, 2002
(in thousands, except per share data)
Historical
Historical Synapse Pro Forma Historical
BioMarin (1/1/02 - date Pro Forma Subtotal Glyko Pro Forma Pro Forma
(1/1/02 - of Without Glyko (1/1/02
6/30/02) acquisition) Adjustments -6/30/02) Adjustments Total
------------- ---------------- ----------- --------------- ------------- -------------- ------------
Revenues.................. $ 7,215 $ 7,215 $ - $ 7,215
------------- --------------- ------------- ------------
Operating cost and expenses:
Research and development.. 26,554 488(j) 27,042 - 27,042
General and
administrative........... 6,988 (1,100)(i) 5,888 1,140 (1,000)(i) 6,028
In-process research &
development ............. 11,223 (11,223)(h) - - -
------------- --------------- ------------- ------------
Total costs and expenses.. 44,765 32,930 1,140 33,070
------------- --------------- ------------- ------------
Loss from operations...... (37,550) (25,715) (1,140) (26,855)
Interest income........... 1,404 1,404 2 1,406
Interest expense.......... (252) (252) - (252)
Equity in loss of
BioMarin................. - - (8,822) 8,822(e) -
Equity in loss of joint
venture.................. (4,759) (4,759) - (4,759)
------------- --------------- ------------- ------------
Loss from continuing
operations............... $ (41,157) $ (29,322) $ (9,960) $ (30,460)
============= =============== ============= ============
Net loss from continuing
operations per common
share, basic and diluted. $ (0.78) $ (0.55) $ (0.29) $ (0.57)
============= =============== ============= ============
Weighted average shares
outstanding........... 52,973 391(l) 53,364 34,353 53,364
============= =============== ============= ============
BioMarin Pharmaceutical, Inc.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited pro forma consolidated financial statements are presented to
give effect to:
o the acquisition of Glyko by BioMarin;
o the acquisition by BioMarin of certain assets of IBEX Therapeutics
(IBEX); and
o the acquisition by BioMarin of Synapse Technologies Inc.
The unaudited pro forma consolidated financial statements have been
prepared from the historical financial statements of Glyko and BioMarin as
at June 30, 2002, for the six months then ended and for the year ended
December 31, 2001. The unaudited pro forma consolidated balance sheet
assumes the transactions had been consummated on June 30, 2002. The
unaudited pro forma consolidated statement of operations for each of the
periods presented assumes that all transactions had been consummated on
January 1, 2001.
The unaudited pro forma consolidated financial statements do not reflect
any cost savings or other synergies which may result from the transaction
and are not necessarily indicative of future results of operations or
financial position.
These unaudited pro forma consolidated financial statements are presented
in accordance with U.S. GAAP. Accounting policies used in the preparation
of the unaudited pro forma consolidated financial statements are in
accordance with those used in the preparation of the historical
consolidated financial statements of BioMarin as at December 31, 2001 and
for the year then ended.
2. Conversion of Glyko to U.S. GAAP
The historical consolidated financial statements of BioMarin have been
prepared using U.S. GAAP and the historical financial statements of Glyko
have been prepared using Canadian GAAP and U.S. GAAP. The primary
difference between U.S. GAAP and Canadian GAAP are: (i) the way in which
Glyko's equity in loss of BioMarin in calculated and presented in the
statement of operations; and (ii) that Glyko reflects its gain on reduction
of share ownership of BioMarin as a statement of operations item under
Canadian GAAP, and as paid-in capital on the balance sheet under U.S. GAAP.
3. Pro Forma Adjustments and Certain Non-Recurring Charges not Included
(a) Reflects the estimated costs associated with the transaction of $0.9
million that had not been incurred as of June 30, 2002. Such costs
will be charged to operations as incurred.
(b) Records BioMarin's investment in Glyko at the fair value of the common
stock issued by BioMarin based on the per share price of BioMarin
common stock at August 21, 2002 (the transaction date) of $4.25
multiplied by the 11,367,617 shares issued by BioMarin.
The effect of the stock options that BioMarin issued in the
transaction was not material and is not reflected in these pro forma
statements.
(c) Reflects BioMarin's issuance of preferred stock to Glyko in exchange
for the BioMarin common stock owned by Glyko (11,367,617 shares as of
June 30, 2002). Also reflects the cancellation of the BioMarin common
stock received by BioMarin from Glyko.
(d) Eliminated intercompany holdings in consolidation.
(e) Reverses Glyko's equity in loss of BioMarin that would eliminate in
consolidation.
(f) Reflects research and development and general and administrative
expense of IBEX therapeutics business incurred during 2001 prior to
its acquisition by BioMarin.
(g) BioMarin incurred an in-process research and development charge of
approximately $11.6 million in connection with the acquisition of IBEX
therapeutic assets. This amount has been excluded from the pro forma
presentation as it is non-recurring.
(h) BioMarin incurred and in-process research and development charge of
approximately $11.2 million in connection with the acquisition of
Synapse. This amount has been excluded form the pro forma presentation
as it is non-recurring.
(i) Reflects the portion of the transaction costs incurred for the year
ended December 31, 2001 and for the six months ended June 30, 2002.
These costs have been excluded as they are non-recurring in nature.
(j) Reflects research and development expenses of Synapse incurred during
2001 and the first quarter of 2002 prior to its acquisition by
BioMarin.
(k) Reflects the number of shares issued in connection with the IBEX
transaction as if the transaction had been consummated on January 1,
2001.
(l) Reflects the number of shares issued in connection with the Synapse
transaction as if the transaction had been consummated on January 1,
2001.
4. Reconciliation of BioMarin Stockholders' Equity
The following table reconciles stockholders' equity of BioMarin:
(in thousands)
Balance at June 30, 2002 (unaudited).......................................... $130,779
Net assets of Glyko acquired........................................... 844
Transaction costs ..................................................... (900)
Issuance of BioMarin common stock to Glyko shareholders................ 48,312
Cancellation of shares of BioMarin owned by Glyko...................... (48,312)
Issuance of shares of BioMarin Series A Preferred Stock to Glyko....... 48,312
Elimination of Series A Preferred Stock upon consolidation............. (48,312)
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Pro Forma Consolidated Balance at June 30, 2002 (unaudited)................... $130,723
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