EXHIBIT 99.3
HALOZYME UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Effective March 11, 2004, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated January 28, 2004, among privately held DeliaTroph
Pharmaceuticals, Inc. dba Hyalozyme Therapeutics, Inc. ("Halozyme"), Global
Yacht Services, Inc. ("Global"), a publicly traded Nevada corporation and
Hyalozyme Acquisition Corporation ("Merger Sub"), a wholly owned subsidiary of
Global, the Merger Sub merged with and into Halozyme, with Halozyme remaining as
the surviving corporation (the "Merger"). The pro forma adjustments on the
following unaudited pro forma combined financial statements have been prepared
to illustrate the estimated effect of the acquisition.
The unaudited pro forma combined balance sheet as of December 31, 2003, gives
effect to the Halozyme acquisition as if it were completed on that date.
The unaudited pro forma combined statements of operations for the year ended
December 31, 2003, illustrate the effect of the acquisition of Halozyme as if it
had occurred on January 1, 2003, and includes the historical audited statement
of operation for Halozyme for the year ended December 31, 2003, combined with
Global's audited consolidated statement of operation for the year ended December
31, 2003.
The pro forma combined financial statements should be read in conjunction with
the separate historical and pro forma consolidated financial statements and the
notes thereto of Global contained in the 2003 Annual Report on Form 10-KSB filed
on March 30, 2004.
The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that would
have occurred if the acquisition had occurred as of the date or during the
period presented nor is it necessarily indicative of future operating results or
financial positions.
HALOZYME THERAPEUTICS, INC.
AND GLOBAL YACHT SERVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
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HISTORICAL HISTORICAL PRO FORMA PRO FORMA
HALOZYME GLOBAL ADJUSTMENTS COMBINED
2003 2003 2003 2003
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 503,580 $ 47,517 $ (47,517)(C) $ 503,580
----------- ----------- ----------- -----------
Total Current Assets 503,580 47,517 (47,517) 503,580
PROPERTY AND EQUIPMENT - Net 130,904 - - 130,904
OTHER ASSETS 12,763 - - 12,763
----------- ----------- ----------- -----------
-
Total Assets $ 647,247 $ 47,517 $ (47,517) $ 647,247
============ ============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 223,278 $ 32,701 $ 67,299 (b) $ 323,278
Accrued expenses 50,162 4,752 (4,752)(b) 50,162
----------- ----------- ----------- -----------
Total Current Liabilities 273,440 37,453 62,547 373,440
COMMITMENTS AND CONTINGENCIES: - - - -
SHAREHOLDERS' EQUITY:
Series C convertible preferred stock 1,004,486 - (1,004,486)(d) -
Common stock 3,349,826 8,196 (3,342,069)(d) 15,953
Additional paid-in-capital - 185,874 4,152,485 (d) 4,338,359
Accumulated deficit (184,006) 184,006 (d) -
Deficits accumulated during the development stage (3,980,505) - (100,000)(b) (4,080,505)
----------- ----------- ----------- -----------
-
Total Shareholders' Equity 373,807 10,064 (110,064) 273,807
----------- ----------- ----------- -----------
-
Total Liabilities and Shareholders' Equity $ 647,247 $ 47,517 $ (47,517) $ 647,247
=========== =========== =========== ===========
HALOZYME THERAPEUTICS, INC.
AND GLOBAL YACHT SERVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003
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HISTORICAL HISTORICAL PRO FORMA PRO FORMA
HALOZYME GLOBAL ADJUSTMENTS COMBINED
2003 2003 2003 2003
----------- ----------- ----------- -----------
REVENUES: $ - $ 25,705 $ (25,705)(a) $ -
COST OF REVENUES: - 27,003 (27,003)(a) -
----------- ----------- ----------- -----------
GROSS PROFIT (LOSS) - (1,298) 1,298 -
EXPENSES:
Research and development 1,145,420 - - 1,145,420
General and administrative 577,252 77,793 22,207(b) 677,252
----------- ----------- ----------- -----------
OPERATING LOSS (1,722,672) (79,091) (20,909) (1,822,672)
Other income (expense)
Interest expense (394,439) - - (394,439)
Other, net 2,086 - - 2,086
----------- ----------- ----------- -----------
Other income (expense) (392,353) - - (392,353)
LOSS BEFORE INCOME TAXES (2,115,025) (79,091) (20,909) (2,215,025)
Income tax expense - - - -
----------- ----------- ----------- -----------
NET LOSS $(2,115,025) $ (79,091) $ (20,909) $(2,215,025)
=========== =========== =========== ===========
Net loss per share, basic and diluted $ (0.31) $ (0.01) $ (0.27)
=========== =========== ===========
Shares used in computing net loss per share,
basic and diluted 6,826,109 8,196,362 8,196,362
=========== =========== ===========
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION
The unaudited pro forma combined financial statements of Halozyme have been
prepared assuming the Merger has been treated as a recapitalization of Halozyme.
Accordingly, the combined financial statements reflect the historical activity
of Halozyme and the capital structure of Global. The pro forma adjustments are
based on management's estimates of the fair value and useful lives of the assets
acquired and liabilities assumed and have been prepared to illustrate the
estimated effect of the acquisition. The unaudited pro forma combined balance
sheet as of December 31, 2003, gives effect to the Halozyme acquisition as if it
was completed on that date.
The unaudited pro forma combined statements of operations for the year ended
December 31, 2003, illustrate the effect of the acquisition of Halozyme as if it
had occurred on January 1, 2003, and includes the historical audited statement
of operation for Halozyme for the year ended December 31, 2003, combined with
Global's unaudited pro forma combined statement of operation for the year ended
December 31, 2003, which gives effect to the acquisition of Halozyme as of March
11, 2004, as if the acquisition were completed on January 1, 2003.
2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS FOR HALOZYME
Effective March 11, 2004, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated January 28, 2004, among privately held DeliaTroph
Pharmaceuticals, Inc. dba Hyalozyme Therapeutics, Inc. ("Halozyme"), Global
Yacht Services, Inc., ("Global") a publicly traded Nevada corporation and
Hyalozyme Acquisition Corporation ("Merger Sub"), a wholly owned subsidiary of
Global, the Merger Sub merged with and into Halozyme, with Halozyme the survivor
for accounting purposes.
(a) Adjustments to Revenues and Expenses
Eliminates historical activity of Global.
(b) Adjustments to Expense
Eliminates the historical expenses of Global and adds estimated expenses
related to being a public company.
(c) Adjustments to Cash
Eliminates historical activity of Global.
(d) Adjustments to Equity
Adjustments to reflect the capital structure of Global.
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