EX-99.2 3 exhibit_99proforma.htm UNAUDITED PRO FORMA FINANCIAL STATEMENT INFORMATION _SECURITIES AND EXCHANGE COMMISSION

ALPHARMA INC. AND SUBSIDIARIES

Pro Forma Financial Statement Information

(Unaudited)

 

On February 6, 2008, Alpharma Inc. (the "Company") agreed to sell its Active Pharmaceutical Ingredients ("API") business to Otnorbidco AS (formerly known as Alfanor 7152 AS), A.L. Labs, Inc. (formerly known as Otdelholdco Inc.) and Otdenholdco ApS (collectively, the "Buyer"), affiliates of 3i Group plc, for a purchase price of $395 million, and net after-tax proceeds of approximately $365 million. The sale was completed on April 1, 2008. The API business will be reported as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

The unaudited Consolidated Pro Forma Balance Sheet Information as of December 31, 2007 set forth below has been presented after giving effect to the API divestiture (the "transaction") as if it occurred on December 31, 2007. The unaudited Consolidated Pro Forma Statements of Operations Information for the years ended December 31, 2007, 2006, and 2005 set forth below has been presented after giving effect to the transaction as if it had occurred on January 1, 2005 and does not assume any interest income on cash proceeds.

The unaudited pro forma financial statement information has been derived primarily from the historical audited consolidated financial statements of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2007, 2006, and 2005. The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable under the circumstances and was prepared to illustrate the estimated effects of the transaction, as if the transaction occurred on the dates specified above. The Company has not finalized its accounting for discontinued operations for the years ended December 31, 2007, 2006, and 2005, and therefore, amounts reported in future filings with the Securities and Exchange Commission as of December 31, 2007 and for the years ended December 31, 2007, 2006, and 2005 could differ from these pro forma estimates.

The unaudited pro forma financial statement information has been provided for informational purposes and should not be considered indicative of the financial condition or results of operations that would have been achieved had the transaction occurred as of the periods presented. In addition, the unaudited pro forma financial statement information does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2007, 2006, and 2005.

 

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED PRO FORMA BALANCE SHEET INFORMATION

DECEMBER 31, 2007
(In thousands)

(Unaudited)

  

Alpharma Inc.

As Reported (a)

API Divestiture (b)

Alpharma Inc. Pro Forma

ASSETS

Current assets

 

 

   Cash and cash equivalents

$302,823

$379,745

(c)

$682,568

   Accounts receivable, net

130,246

(39,156)

91,090

   Inventories

125,963

(31,289)

94,674

   Prepaid expenses and other current assets

22,470

(1,631)

20,839

     Total current assets

581,502

307,669

889,171

 

Property, plant & equipment, net

283,604

(143,591)

140,013

Intangible assets, net

248,673

(13,520)

235,153

Goodwill

119,192

(3,935)

115,257

Other assets and deferred charges

55,194

(540)

54,654

        Total assets

$1,288,165

$146,083

$1,434,248

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

   Short-term debt

$11,032

$(5,255)

(c)

$5,777

   Accounts payable

57,903

(11,650)

46,253

   Accrued expenses and other current liabilities

129,440

2,650

(c)

132,090

     Total current liabilities

198,375

(14,255)

184,120

Long-term debt

300,000

--

300,000

   Deferred income taxes

27,358

(8,005)

19,353

   Other non-current liabilities

31,305

(9,727)

21,578

        Total non-current liabilities

358,663

(17,732)

340,931

        Total stockholders' equity

731,127

178,070

909,197

 

Total liabilities and stockholders' equity

$1,288,165

$146,083

$1,434,248

 

See Notes to Consolidated Pro Forma Financial Statement Information

 

 

 

 

 

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2007
(In thousands, except per share data)

(Unaudited)

 

Alpharma Inc.

As Reported (a)

Less API Divestiture (b)

Alpharma Inc.

Pro Forma

 

 

 

 

Total revenues

$722,425

$187,622

$534,803

   Cost of sales

313,048

108,688

204,360

Gross profit

409,377

78,934

 330,443

   Selling, general and administrative expenses

271,944

35,772

 236,172

   Research and development

140,255

10,094

130,161

   Asset impairments and other (income) expense

(3,528)

55

(3,583)

Operating income

706

33,013

(32,307)

 

 

   Interest income (expense), net

9,291

(2,542)

11,833

   Other income (expense), net

(646)

(1,241)

595

 

 

Income from continuing operations before 

provision for income taxes

9,351

29,230

(19,879)

   Provision for income taxes

22,932

1,596

(d)

21,336

Income (loss) from continuing operations

$(13,581)

$27,634

$(41,215)

Earnings (loss) per common share:

 

Basic

 

   Loss from continuing operations

$(0.32)

$ (0.96)

 Diluted

 

 

   Loss from continuing operations

$(0.32)

$ (0.96)

Weighted average shares:

Basic

42,867

42,867

Diluted

42,867

42,867

 

See Notes to Consolidated Pro Forma Financial Statement Information

 

 

 

 

 

 

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2006
(In thousands, except per share data)

(Unaudited)

 

 

Alpharma Inc.

As Reported (a)

Less API Divestiture (b)

Alpharma Inc. Pro Forma

 

 

 

 

Total revenues

$653,828

$168,688

$485,140

   Cost of sales

271,988

84,864

187,124

Gross profit

381,840

83,824

 298,016

   Selling, general and administrative expenses

250,069

29,127

 220,942

   Research and development

44,430

12,450

31,980

   Asset impairments and other (income) expense

(8,259)

(7,292)

(967)

Operating income

95,600

49,539

46,061

 

 

   Interest income (expense), net

16,453

(72)

16,525

   (Loss) on extinguishment of debt

(19,415)

--

(19,415)

   Other income (expense), net

(129)

(755)

626

 

 

Income from continuing operations before 

provision for income taxes

92,509

48,712

43,797

   Provision for income taxes

32,517

18,280

(d)

14,237

Income from continuing operations

$59,992

$30,432

$29,560

Earnings per common share:

 

Basic

 

   Income from continuing operations

$1.12

$0.55

 Diluted

 

 

   Income from continuing operations

$1.11

$0.55

Weighted average shares:

Basic

53,769

53,769

Diluted

54,221

54,221

 

See Notes to Consolidated Pro Forma Financial Statement Information

 

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS INFORMATION

FOR THE YEAR ENDED DECEMBER 31, 2005
(In thousands, except per share data)

(Unaudited)

 

Alpharma Inc.

As Reported (a)

Less API Divestiture (b)

Alpharma Inc. Pro Forma

 

 

 

 

Total revenues

$553,617

$138,357

$415,260

   Cost of sales

217,363

51,038

166,325

Gross profit

336,254

87,319

 248,935

   Selling, general and administrative expenses

213,323

23,017

 190,306

   Research and development

26,936

12,307

14,629

   Asset impairments and other (income) expense

1,184

--

1,184

Operating income

94,811

51,995

42,816

 

 

   Interest income (expense), net

(47,750)

(38)

(47,712)

   (Loss) on extinguishment of debt

(7,989)

--

(7,989)

   Other income (expense), net

4,706

(146)

4,852

 

 

Income (loss) from continuing operations before 

provision for income taxes

43,778

51,811

(8,033)

   Provision (benefit) for income taxes

(18,398)

13,043

(d)

(31,441)

Income (loss) from continuing operations

$62,176

$38,768

$23,408

Earnings (loss) per common share:

 

Basic

 

   Income (loss) from continuing operations

$1.18

$0.45

 Diluted

 

 

   Income (loss) from continuing operations

$1.17

$0.44

Weighted average shares:

Basic

52,526

52,526

Diluted

52,981

52,981

 

See Notes to Consolidated Pro Forma Financial Statement Information

 

ALPHARMA INC. AND SUBSIDIARIES

Notes to Consolidated Pro Forma Financial Statement Information

(Unaudited)

 

 

(a)

Represents condensed consolidated balance sheet and statement of operations information included in the Company's Annual Report on Form 10-K for the respective period presented.

 

 

(b)

On February 6, 2008, Alpharma Inc. (the "Company") agreed to sell its Active Pharmaceutical Ingredients ("API") business to Alfanor 7152 AS (under change of name to Otnorbidco AS), Otdenholdco ApS and Otdelholdco Inc. (collectively, the "Buyer"), affiliates of 3i Group plc, for $395 million and net after-tax proceeds of approximately $365 million. The sale was completed on April 1, 2008. The adjustment for the sale of the API business gives effect to the sale as if it occurred on December 31, 2007 for the unaudited Consolidated Pro Forma Balance Sheet Information and January 1, 2005 for the unaudited Consolidated Pro Forma Statement of Operations Information for the respective periods presented.

 

 

(c)

The $395 million sale price includes the assumption by the buyer of approximately $5 million in debt and certain other adjustments totaling $10 million, resulting in gross cash proceeds of approximately $380 million. Accrued expenses and other current liabilities include approximately $20 million in estimated expenses attributable to the transaction.

 

 

(d)

The Alpharma Inc. Pro Forma and API Divestiture provision (benefit) for income taxes amounts are based upon "with and without" analyses of the following items for each respective period: (1) the impact of enacted tax laws in jurisdictions in which the Company and the divested business operate, (2) the amount of earnings by jurisdiction, due to varying tax rates in each country, (3) the ability to utilize various tax losses and credits, and (4) the specific allocation of other tax items recorded in the Company's tax provision (benefit) for the three years ended December 31, 2007.

With respect to the API divestiture, the 2005 effective tax rate reflects the lower tax rates on net foreign earnings of the API business, the 2006 effective tax rate reflects the establishment of valuation allowances on certain foreign losses and the 2007 effective tax rate reflects tax benefits from certain restructuring activities within the API business.