Exhibit 99.9

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been derived by the application of pro forma adjustments related to the Transactions to our historical consolidated financial statements incorporated by reference into this report. The unaudited pro forma condensed combined balance sheet dated as of March 31, 2011 gives effect to the AMS Acquisition as if it had occurred on that date and includes adjustments that give effect to events that are directly attributable to the AMS Acquisition, including the anticipated borrowing under the New Credit Facility and the application of the proceeds from the Financing, and that are factually supportable. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2010, the three months ended March 31, 2011 and 2010, and the twelve months ended March 31, 2011 give effect to the Transactions as if they had occurred on January 1, 2010 and includes adjustments that give effect to events that are directly attributable to the AMS Acquisition, including the anticipated borrowing under the New Credit Facility and the application of the proceeds from the Financing, as well as the acquisitions of HealthTronics, Penwest and Qualitest, that are, in each case, factually supportable and expected to have a continuing impact. Our acquisition dates, as defined in authoritative accounting guidance, were July 2, 2010 for HealthTronics, September 20, 2010 for Penwest, and November 30, 2010 for Qualitest.

The unaudited pro forma condensed combined balance sheet combines our consolidated balance sheet as of March 31, 2011 with the consolidated balance sheet of AMS as of April 2, 2011.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010 combines the year ended December 31, 2010 for Endo with the year to date July 1, 2010 for HealthTronics, the year to date September 19, 2010 for Penwest, the year to date November 29, 2010 for Qualitest and the twelve months ended January 1, 2011 for AMS.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011 combines the three months ended March 31, 2011 for Endo with the three months ended April 2 2011 for AMS.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2010 combines the three months ended March 31, 2010 for Endo with the three months ended March 31, 2010 for HealthTronics, Penwest and Qualitest, and the three months ended April 3, 2010 for AMS.

The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2011 combines the twelve months ended March 31, 2011 for Endo with the April 1, 2010 to July 1, 2010 for HealthTronics, the April 1, 2010 to September 19, 2010 for Penwest, the April 1, 2010 to November 29, 2010 for Qualitest and the twelve months ended April 2, 2011 for AMS.

The unaudited pro forma adjustments are based upon available information and certain assumptions we believe are reasonable under the circumstances and are factually supportable. Each of the Transactions has been (or, in the case of the AMS Acquisition, will be) accounted for as a business combination using the acquisition method of accounting in accordance with GAAP. With respect to the HealthTronics acquisition, the Penwest acquisition and the Qualitest acquisition, the estimated fair value of assets acquired and liabilities assumed are provisional and based on the information that was available as of the respective dates of acquisition to estimate the fair value of assets acquired and liabilities assumed. We believe that this information provides a reasonable basis for estimating the fair values, but we are awaiting additional information necessary to finalize those amounts; particularly with respect to the estimated fair value of noncontrolling interests and deferred taxes related to the HealthTronics acquisition, intangible assets and deferred taxes related to the Penwest acquisition and intangible assets, deferred taxes and short-term liabilities related to the Qualitest acquisition. Therefore, with respect to the HealthTronics acquisition, the Penwest acquisition and the Qualitest acquisition, the provisional measurements of fair value reflected are subject to change. Such changes could be material. We expect to finalize and complete the purchase price allocations no later than one year after the date of the respective acquisitions. With respect to the AMS Acquisition, the unaudited pro forma condensed combined balance sheet has been

 

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adjusted to reflect the preliminary allocation of the estimated purchase price to identifiable net assets acquired and of the excess purchase price to goodwill. The allocation of the AMS Acquisition purchase price itself is preliminary and is dependent upon certain valuations and other studies, which, as of the date of this report, have not been completed. Instead, the purchase price for purpose of the pro forma financial information has been allocated to the identifiable net assets acquired based upon management’s preliminary estimate of their respective fair values. Accordingly, the pro forma adjustments included in the purchase price allocation have been made solely for the purpose of providing pro forma financial information based on current estimates and available information. As a result, the final purchase price accounting adjustments may be materially different from the preliminary pro forma adjustments included in this section. The final purchase price allocation for the AMS Acquisition will not be completed until after the closing of such acquisition. We anticipate that the impact of the accounting for the Transactions will have a significant impact on our reported results of operations and financial condition.

The unaudited combined pro forma statements of operations do not reflect the non-recurring expenses that we expect to incur in connection with the Transactions, including fees to investment bankers, attorneys, accountants and other professional advisors, the write-off of deferred financing costs, and other transaction-related costs that will not be capitalized. Additionally, the unaudited combined pro forma statements of operations data do not reflect the effects of all anticipated cost savings and any related non-recurring costs to achieve those cost savings. The unaudited combined pro forma statements of operations do not purport to represent our actual results of operations that would have occurred if the acquisitions had taken place on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved in the future. The unaudited combined pro forma statements include certain reclassifications to conform the historical financial information of HealthTronics, Penwest, Qualitest and AMS to our financial presentation. In addition, the preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are preliminary and have been made solely for purposes of developing this unaudited pro forma condensed combined financial information. Actual results could differ, perhaps materially, from these estimates and assumptions. AMS’s fiscal year 2010 ended on January 1, 2011, its first quarter of 2011 ended on April 2, 2011 and its first quarter of 2010 ended on April 3, 2010.

The assumptions used and adjustments made in preparing the unaudited combined pro forma statements are described in the accompanying notes, which should be read in conjunction with the unaudited combined pro forma statements. The unaudited combined pro forma statements and the accompanying notes should be read in conjunction with the consolidated financial statements and related notes of Endo included in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and 2010 and of each of the acquired or to be acquired entities included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2011.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Balance Sheet

As of March 31, 2011

(In thousands, except per share data)

 

		Endo Historical				AMS Historical*				Pro Forma Adjustments								Pro Forma
Assets
Current assets:
Cash and cash equivalents		$	565,162			$	26,995			$	(363,000	)			(2a)			$	229,157
Short-term investments			—				83,020												83,020
Accounts receivable, net			549,281				96,442												645,723
Inventories, net			205,296				35,492				8,625				(2b	)			249,413
Prepaid expenses and other current assets			29,545				7,848												37,393
Deferred income taxes			148,890				16,372				(3,122	)			(2g	)			162,140
Total current assets			1,498,174				266,169				(357,497	)							1,406,846
Marketable securities			23,701				—												23,701
Property and equipment, net			213,452				40,820				58,267				(2c)				312,539
Goodwill			719,300				684,659				891,456				(2d)				2,295,415
Other intangibles, net			1,486,199				87,983				1,582,017				(2e)				3,156,199
Other assets			65,269				8,768				60,760				(2h)				134,797
Total assets		$	4,006,095			$	1,088,399			$	2,235,003							$	7,329,497
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	265,516			$	9,500			$								$	275,016
Accrued expenses			475,831				50,233												526,064
Current portion of long-term debt			27,525				—				23,938				(2f)				51,463
Acquisition-related contingent consideration			12,682				—												12,682
Income taxes payable			6,538				8,569												15,107
Total current liabilities			788,092				68,302				23,938								880,332
Deferred income taxes			218,078				59,278				513,952				(2g)				791,308
Acquisition-related contingent consideration			3,510				—												3,510
Long-term debt, less current portion, net			1,044,120				238,062				2,443,000				(2h)				3,725,182
Other liabilities			88,572				23,278												111,850
Commitments and contingencies
Stockholders’ equity:
Preferred Stock			—				—												—
Common Stock			1,373				772				(772	)			(2i)				1,373
Additional paid-in capital			883,261				445,123				(445,123	)			(2i)				883,261
Retained earnings			1,420,084				247,335				(293,743	)			(2i)				1,373,676
Accumulated other comprehensive loss			(1,011	)			6,249				(6,249	)			(2i)				(1,011	)
Treasury stock			(501,342	)			—				—								(501,342	)
Total Endo Pharmaceuticals Holdings Inc. stockholders’ equity			1,802,365				699,479				(745,887	)			(2i)				1,755,957
Noncontrolling interests			61,358				—												61,358
Total stockholders’ equity			1,863,723				699,479				(745,887	)							1,817,315
Total liabilities and stockholders’ equity		$	4,006,095			$	1,088,399			$	2,235,003							$	7,329,497

*	AMS financial data is as of April 2, 2011.

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2010

(In thousands, except per share data)

 

		Endo Historical Adjusted*				AMS Historical**				Pro Forma Adjustments (AMS)						Total Pro Forma
Revenues:
Net pharmaceutical revenues		$	1,925,549			$	—			$	—					$	1,925,549
Device, service and other revenues			213,726				542,316				559			(2j)			756,601
Total revenues			2,139,275				542,316				559						2,682,150
Costs & expenses:
Cost of revenues			842,340				103,284				4,770			(2l)			1,029,041
											70,022			(2k)
											8,625			(2m)
Selling, general and administrative			609,451				230,931				9,492			(2l)			849,874
Depreciation and amortization			—				—				—						—
Research and development			162,172				53,367				—						215,539
Impairment of other intangible assets			35,000				—				—						35,000
Acquisition-related items			18,976				—				—						18,976
Other operating expense (income), net			—				—				—						—
Operating income (loss)			471,336				154,734				(92,350	)					533,720
Interest expense (income), net			46,993				—				169,452			(2p)			216,445
Other (income) expense, net			(2,757	)			18,850				(28,125	)		(2p)			(11,473	)
											559			(2j)
Income (loss) before income tax			427,100				135,884				(234,236	)					328,748
Income tax			128,965				48,874				(87,996	)		(2r)			89,843
Combined net income			298,135				87,010				(146,240	)					238,905
Less: Net income attributable to noncontrolling interests			54,812				—				—						54,812
Less: Discontinued operations			—				—				—						—
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	243,323			$	87,010			$	(146,240	)				$	184,093
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	2.09													$	1.58
Diluted		$	2.06													$	1.56
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			116,164														116,164
Diluted			117,951														117,951

 

*	This column was prepared on a pro forma basis and includes a full twelve months of Endo, HealthTronics, Penwest and Qualitest, as well as the effects of any related pro forma adjustments. Refer to the unaudited pro forma combined statement of operations on the following page for further detail.

**	AMS financial data is for the year ended January 1, 2011.

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2010

(In thousands, except per share data)

 

		Endo Historical				HealthTronics Historical (3a)				Penwest Historical (3b)				Qualitest Historical (3c)				Pro Forma Adjustments (2010 Acquisitions)						Endo Historical Adjusted
Revenues:
Net pharmaceutical revenues		$	1,601,192			$	—			$	33,359			$	322,532			$	(29,827	)		(2n)		$	1,925,549
																			(1,707	)		(2o)
Device, service and other revenues			115,037				98,689				—				—				—						213,726
Total revenues			1,716,229				98,689				33,359				322,532				(31,534	)					2,139,275
Costs & expenses:
Cost of revenues			504,757				46,152				2,583				224,783				14,775			(2j)			842,340
																			52,483			(2k)
																			12,408			(2l)
																			14,226			(2m)
																			(29,827	)		(2n)
Selling, general and administrative			547,605				12,078				6,823				48,080				(6,918	)		(2j)			609,451
																			1,783			(2l)
Depreciation and amortization			—				7,857				—				—				(7,857	)		(2j)			—
Research and development			144,525				—				5,798				11,849				—						162,172
Impairment of other intangible assets			35,000				—				—				—				—						35,000
Acquisition-related items			18,976				—				—				—				—						18,976
Other operating expense (income), net			—				—				—				646				(646	)		(2j)			—
Operating income (loss)			465,366				32,602				18,155				37,174				(81,961	)					471,336
Interest expense (income), net			46,601				839				243				36,109				(36,799	)		(2p)			46,993
Other (income) expense, net			(1,933	)			(1,445	)			(25	)			—				646			(2j)			(2,757	)
Income (loss) before income tax			420,698				33,208				17,937				1,065				(45,808	)					427,100
Income tax			133,678				641				—				4,789				(10,143	)		(2r)			128,965
Combined net income			287,020				32,567				17,937				(3,724	)			(35,665	)					298,135
Less: Net income attributable to noncontrolling interests			28,014				26,798				—				—				—						54,812
Less: Discontinued operations			—				—				—				(343	)			343			(2q)			—
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	259,006			$	5,769			$	17,937			$	(3,381	)		$	(36,008	)				$	243,323
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	2.23																					$	2.09
Diluted		$	2.20																					$	2.06
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			116,164																						116,164
Diluted			117,951																						117,951

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Three Months Ended March 31, 2011

(In thousands, except per share data)

 

		Endo Historical				AMS Historical*				Pro Forma Adjustments (AMS)						Total Pro Forma
Revenues:
Net pharmaceutical revenues		$	505,784			$	—			$	—					$	505,784
Device, service and other revenues			54,242				140,786				82			(2j)			195,110
Total revenues			560,026				140,786				82						700,894
Costs & expenses:
Cost of revenues			231,558				25,081				1,165			(2l)			278,778
											17,599			(2k)
											3,375			(2m)
Selling, general and administrative			159,386				60,483				2,319			(2l)			222,188
Depreciation and amortization			—				—				—						—
Research and development			42,130				14,418				—						56,548
Impairment of other intangible assets			—				—				—						—
Acquisition-related items			6,073				—				—						6,073
Other operating expense (income), net			—				—				—						—
Operating income (loss)			120,879				40,804				(24,376	)					137,307
Interest expense, net			18,790				—				33,492			(2p)			52,282
Other expense (income), net			348				7,009				(6,264	)		(2p)			1,175
											82			(2j)
Income (loss) before income tax			101,741				33,795				(51,686	)					83,850
Income tax			33,446				12,234				(18,711	)		(2r)			26,969
Combined net income			68,295				21,561				(32,975	)					56,881
Less: Net income attributable to noncontrolling interests			12,508				—				—						12,508
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	55,787			$	21,561			$	(32,975	)				$	44,373
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	0.48													$	0.38
Diluted		$	0.46													$	0.37
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			116,354														116,354
Diluted			120,761														120,761

 

*	AMS financial data is for the three months ended April 2, 2011.

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Three Months Ended March 31, 2010

(In thousands, except per share data)

 

		Endo Historical Adjusted*				AMS Historical**				Pro Forma Adjustments (AMS)						Total Pro Forma
Revenues:
Net pharmaceutical revenues		$	441,822			$	—			$	—					$	441,822
Device, service and other revenues			52,452				134,926				308			(2j)			187,686
Total revenues			494,274				134,926				308						629,508
Costs & expenses:
Cost of revenues			204,650				24,074				1,138			(2l)			250,737
											17,500			(2k)
											3,375			(2m)
Selling, general and administrative			150,041				60,887				2,263			(2l)			213,191
Depreciation and amortization			—				—				—						—
Research and development			34,332				13,509				—						47,841
Impairment of other intangible assets			—				—				—						—
Acquisition-related items			1,529				—				—						1,529
Other operating expense (income), net			—				—				—						—
Operating income (loss)			103,722				36,456				(23,968	)					116,210
Interest expense, net			10,044				—				43,329			(2p)			53,373
Other (income) expense, net			(561	)			136				(7,647	)		(2p)			(7,764	)
											308			(2j)
Income (loss) before income tax			94,239				36,320				(59,958	)					70,601
Income tax			30,854				15,662				(26,190	)		(2r)			20,326
Combined net income			63,385				20,658				(33,768	)					50,275
Less: Net income attributable to noncontrolling interests			12,489				—				—						12,489
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	50,896			$	20,658			$	(33,768	)				$	37,786
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	0.43													$	0.32
Diluted		$	0.43													$	0.32
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			117,347														117,347
Diluted			118,031														118,031

 

*	This column was prepared on a pro forma basis and includes a full three months of Endo, HealthTronics, Penwest and Qualitest as well as the effects of any related pro forma adjustments. Refer to the unaudited pro forma combined statement of operations on the following page for further detail.

**	AMS financial data is for the three months ended April 3, 2010.

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Three Months Ended March 31, 2010

(In thousands, except per share data)

 

		Endo Historical				HealthTronics Historical				Penwest Historical				Qualitest Historical				Pro Forma Adjustments (2010 Acquisitions)						Endo Historical Adjusted
Revenues:
Net pharmaceutical revenues		$	360,349			$	—			$	8,758			$	80,399			$	(7,218	)		(2n)		$	441,822
																			(466	)		(2o)
Device, service and other revenues			4,063				48,389				—				—				—						52,452
Total revenues			364,412				48,389				8,758				80,399				(7,684	)					494,274
Costs & expenses:
Cost of revenues			94,073				23,915				916				52,641				5,744			(2j)			204,650
																			16,175			(2k)
																			4,553			(2l)
																			13,851			(2m)
																			(7,218	)		(2n)
Selling, general and administrative			133,335				5,507				1,646				10,690				(1,735	)		(2j)			150,041
																			598			(2l)
Depreciation and amortization			—				4,009				—				—				(4,009	)		(2j)			—
Research and development			29,168				—				2,208				2,956				—						34,332
Impairment of other intangible assets			—				—				—				—				—						—
Acquisition-related items			1,529				—				—				—				—						1,529
Other operating expense (income), net			—				—				—				296				(296	)		(2j)			—
Operating income (loss)			106,307				14,958				3,988				13,816				(35,347	)					103,722
Interest expense (income), net			9,804				470				119				7,638				(7,987	)		(2p)			10,044
Other (income) expense, net			(219	)			(637	)			(1	)			—				296			(2j)			(561	)
Income (loss) before income tax			96,722				15,125				3,870				6,178				(27,656	)					94,239
Income tax			36,367				315				—				1,634				(7,462	)		(2r)			30,854
Combined net income			60,355				14,810				3,870				4,544				(20,194	)					63,385
Less: Net income attributable to noncontrolling interests			—				12,489				—				—				—						12,489
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	60,355			$	2,321			$	3,870			$	4,544			$	(20,194	)				$	50,896
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	0.51																					$	0.43
Diluted		$	0.51																					$	0.43
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			117,347																						117,347
Diluted			118,031																						118,031

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Twelve Months Ended March 31, 2011

(In thousands, except per share data)

 

		Endo Historical Adjusted*				AMS Historical**				Pro Forma Adjustments (AMS)						Total Pro Forma
Revenues:
Net pharmaceutical revenues		$	1,989,511			$	—			$	—					$	1,989,511
Device, service and other revenues			215,516				548,176				333			(2j)			764,025
Total revenues			2,205,027				548,176				333						2,753,536
Costs & expenses:
Cost of revenues			869,248				104,291				4,797			(2l)			1,057,082
											70,121			(2k)
											8,625			(2m)
Selling, general and administrative			618,796				230,527				9,548			(2l)			858,871
Depreciation and amortization			—				—				—						—
Research and development			169,970				54,276				—						224,246
Impairment of other intangible assets			35,000				—				—						35,000
Acquisition-related items			23,520				—				—						23,520
Other operating expense (income), net			—				—				—						—
Operating income (loss)			488,493				159,082				(92,758	)					554,817
Interest expense, net			55,739				—				159,615			(2p)			215,354
Other (income) expense, net			(1,848	)			25,723				(26,742	)		(2p)			(2,534	)
											333			(2j)
Income (loss) before income tax			434,602				133,359				(225,964	)					341,997
Income tax			131,557				45,446				(80,517	)		(2r)			96,486
Combined net income			303,045				87,913				(145,447	)					245,511
Less: Net income attributable to noncontrolling interests			54,831				—				—						54,831
Less: Discontinued operations			—				—				—						—
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	248,214			$	87,913			$	(145,447	)				$	190,680
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	2.14													$	1.64
Diluted		$	2.09													$	1.61
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			115,916														115,916
Diluted			118,634														118,634
Supplemental information
Depreciation and amortization			196,125				21,425				77,106						294,656

 

*	This column was prepared on a pro forma basis and includes a full twelve months of Endo, HealthTronics, Penwest and Qualitest as well as the effects of any related pro forma adjustments. Refer to the unaudited pro forma combined statement of operations on the following page for further detail.

**	AMS financial data is for the twelve months ended April 2, 2011.

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Twelve Months Ended March 31, 2011

(In thousands, except per share data)

 

		Endo Historical (3d)				HealthTronics Historical (3e)				Penwest Historical (3f)				Qualitest Historical (3g)				Pro Forma Adjustments (2010 Acquisitions)								Endo Historical Adjusted
Revenues:
Net pharmaceutical revenues		$	1,746,627			$	—			$	24,601			$	242,133			$	(22,609	)			(2n)			$	1,989,511
																			(1,241	)			(2o)
Device, service and other revenues			165,216				50,300				—				—				—								215,516
Total revenues			1,911,843				50,300				24,601				242,133				(23,850	)							2,205,027
Costs & expenses:
Cost of revenues			642,242				22,237				1,667				172,142				9,031				(2j)				869,248
																			36,308				(2k)
																			7,855				(2l)
																			375				(2m)
																			(22,609	)			(2n)
Selling, general and administrative			573,656				6,571				5,177				37,390				(5,183	)			(2j)				618,796
																			1,185				(2l)
Depreciation and amortization			—				3,848				—				—				(3,848	)			(2j)				—
Research and development			157,487				—				3,590				8,893				—								169,970
Impairment of other intangible assets			35,000				—				—				—				—								35,000
Acquisition-related items			23,520				—				—				—				—								23,520
Other operating expense (income), net			—				—				—				350				(350	)			(2j)				—
Operating income (loss)			479,938				17,644				14,167				23,358				(46,614	)							488,493
Interest expense (income), net			55,587				369				124				28,471				(28,812	)			(2p)				55,739
Other (income) expense, net			(1,366	)			(808	)			(24	)			—				350				(2j)				(1,848	)
Income (loss) before income tax			425,717				18,083				14,067				(5,113	)			(18,152	)							434,602
Income tax			130,757				326				—				3,155				(2,681	)			(2r)				131,557
Combined net income			294,960				17,757				14,067				(8,268	)			(15,471	)							303,045
Less: Net income attributable to noncontrolling interests			40,522				14,309				—				—				—								54,831
Less: Discontinued operations			—				—				—				(343	)			343				(2q)				—
Net income (loss) attributable to Endo Pharmaceuticals Holdings Inc.		$	254,438			$	3,448			$	14,067			$	(7,925	)		$	(15,814	)						$	248,214
Net income per share attributable to Endo Pharmaceuticals Holdings Inc.
Basic		$	2.20																							$	2.14
Diluted		$	2.14																							$	2.09
Weighted average shares attributable to Endo Pharmaceuticals Holdings Inc.
Basic			115,916																								115,916
Diluted			118,634																								118,634
Supplemental information
Depreciation and amortization			134,624				3,848				1,029				11,276				45,348								196,125

Certain amounts have been reclassified to conform to Endo’s presentation. The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

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Endo Pharmaceuticals Holdings Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Basis of pro forma presentation

The unaudited pro forma condensed combined balance sheet combines our consolidated balance sheet as of March 31, 2011 with the consolidated balance sheet of AMS as of April 2, 2011.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010 combines the twelve months ended December 31, 2010 for Endo with the year to date July 1, 2010 for HealthTronics, the year to date September 19, 2010 for Penwest, the year to date November 29, 2010 for Qualitest and the twelve months ended January 1, 2011 for AMS.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011 combines the three months ended March 31, 2011 for Endo with the three months ended April 2, 2011 for AMS.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2010 combines the three months ended March 31, 2010 for Endo with the three months ended March 31, 2010 for HealthTronics, Penwest, Qualitest, and the three months ended April 3, 2010 for AMS.

The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2011 combines the twelve months ended March 31, 2011 for Endo with the April 1, 2010 to July 1, 2010 for HealthTronics, the April 1, 2010 to September 19, 2010 for Penwest, the April 1, 2010 to November 29, 2010 for Qualitest and the twelve months ended April 2, 2011 for AMS.

The unaudited combined pro forma statements of operations do not reflect the non-recurring expenses that we expect to incur in connection with the Transactions, including approximately $66.2 million relating to fees to investment bankers, attorneys, accountants and other professional advisors, the write-off of deferred financing costs, and other transaction-related costs that will not be capitalized, excluding debt issuance costs. Additionally, the unaudited combined pro forma statements of operations data do not reflect the effects of all anticipated cost savings and any related non-recurring costs to achieve those cost savings. The unaudited combined pro forma statements of operations do not purport to represent our actual results of operations that would have occurred if the acquisitions had taken place on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved in the future. The unaudited combined pro forma statements include certain reclassifications to conform the historical financial information of HealthTronics, Penwest, Qualitest and AMS to our financial presentation.

The estimated purchase price of AMS consists of the following items (in thousands):

Purchase price table

 

		Amounts
Cash paid for equity(1)		$	2,306,012
Other(2)			114,958
Total estimated purchase price		$	2,420,970

 

(1)	Represents gross purchase price (calculated as cash paid based on a $30.00 per share equivalent price for approximately 76.9 million outstanding shares).

 

(2)	Represents settlement of stock options, restricted shares, and other costs.

 

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Assuming an acquisition date of March 31, 2011, the purchase price of AMS will be allocated to the following assets and liabilities (in thousands):

Purchase price allocation table

 

		As of April 2, 2011
Cash and cash equivalents		$	26,995
Short-term investments			83,020
Accounts receivable			96,442
Inventories			44,117
Prepaid expenses and other current assets			7,848
Deferred income taxes			16,372
Property and equipment			99,087
Other intangible assets			1,670,000
Other long-term assets, net			8,768
Total identifiable assets			2,052,649
Accounts payable			9,500
Accrued expenses			50,233
Other liabilities			8,569
Deferred income taxes			596,183
Long-term debt			520,031
Other long-term liabilities			23,278
Total liabilities assumed			1,207,794
Net identifiable assets acquired			844,855
Goodwill			1,576,115
Net assets acquired		$	2,420,970

The above estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available to estimate the fair value of assets acquired and liabilities assumed. We believe that this information provides a reasonable basis for estimating the fair values but we are waiting for additional information necessary to finalize those amounts. Thus, the provisional measurements of fair value reflected are subject to change. Such changes could be significant. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the closing date of the pending AMS Acquisition.

An allocation of an increased portion of the purchase price to inventory, property, plant and equipment, other noncurrent assets or to identifiable intangible assets will reduce the amount of the purchase price allocated to goodwill in the unaudited condensed financial information, and may result in increased depreciation and/or amortization expense.

The acquired finite-lived intangible assets are being amortized over the estimated useful life in proportion to the economic benefits consumed, which for purposes of this presentation is approximated by using the straight-line method.

 

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Note 2. Pro forma adjustments

 

a.	The adjustment to the cash balances reflects the following (in thousands):

 

		Amounts
Debt proceeds(1)		$	3,100,000
Total estimated purchase price(2)			(2,420,970	)
Repayment of Endo’s existing debt(1)			(395,000	)
Repayment of AMS’ existing debt(1)			(520,031	)
Cash transaction costs(3)			(50,824	)
Debt issuance costs(4)			(76,175	)
Total Net Change		$	(363,000	)

 

(1)

The issuance of $3.1 billion in additional debt, which will be used to partially fund (a) the purchase price of AMS, (b) the repayment of $395.0 million under our Existing Term Loan and (c) the repayment of $312.0 million of AMS Convertible Notes along with $208.0 million in associated conversion consideration and make whole premiums;

 

(2)	the estimated payment of $2,421.0 million in cash for the consideration to seller for AMS, including the settlement of existing AMS options and RSAs;

 

(3)	the payment of $50.8 million of estimated direct transaction costs of Endo associated with the AMS Acquisition; and

 

(4)	the payment of $76.2 million of estimated debt issuance costs for both the New Credit Facility and the Financing.

 

b.

Reflects adjustment to record AMS’s finished goods and work-in-process inventory at its estimated selling price less the sum of costs of disposal, a reasonable profit allowance for our selling effort and estimated costs to complete work-in-process inventory. Raw material inventory has been valued at current replacement cost, which approximated AMS’s carrying value. As we sell the acquired inventory, its cost of sales will reflect the increased valuation of the AMS’ inventory, which will reduce our gross margins until such inventory is sold. These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

 

c.

Reflects an adjustment to record AMS’s property, plant and equipment to its fair value (resulting in an increase to property, plant and equipment of $58.3 million). For purposes of depreciation for AMS’s property, plant and equipment, we have assumed useful lives ranging from 3 to 30 years. These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

 

d.	Represents the net adjustment to goodwill to reflect $1,576.1 million of goodwill resulting from the AMS Acquisition.

 

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e.

For the purpose of preparing the unaudited pro forma condensed combined financial information, the total estimated purchase price is allocated to the AMS net tangible and intangible assets acquired and liabilities assumed based on their estimated values as of March 31, 2011. The adjustments reflect the incremental amount necessary for the valuation of the AMS intangible assets acquired (and related amortization periods), which are as follows (dollars in millions):

 

		Valuation				Amortization Period (in years)
Indefinite-lived:
Tradenames		$	200.0				n/a
Total indefinite-lived intangibles		$	200.0				n/a
Definite-lived:
Customer relationships		$	360.0				18
Developed technology		$	1,110.0				18
Total definite-lived intangibles		$	1,470.0				18
Total		$	1,670.0				n/a

 

Amortization related to the value of definite-lived intangible assets are reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of operations.

 

As we have not yet performed the valuation studies necessary to estimate the fair values of these intangible assets as of the date of this report, the determinations of fair value and useful lives for the intangible assets of AMS are based upon management’s preliminary estimates.

 

These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

 

f.	Represents the current portion of new indebtedness, including Term Loan A and Term Loan B, offset by the portion of the Existing Term Loan retired in connection with the AMS Acquisition that had been classified by Endo as current portion of long-term debt.

 

g.

Represents the estimated deferred income tax asset and liability resulting from the purchase price allocation adjustments made to the acquired assets and liabilities of AMS, excluding goodwill. The estimated income tax rates are based on the applicable enacted statutory tax rates as of the assumed acquisition date and appropriately reflect certain Endo and AMS basis differences that will not result in taxable amounts (resulting in deferred tax assets) or deductible amounts (resulting in deferred tax liabilities) in future years when the related financial reporting asset or liability will be recovered or settled. Deferred taxes are recognized for the temporary differences between assigned values in the purchase price allocation and the carryover tax basis of assets acquired and liabilities assumed, using an estimated income tax rate of approximately 36.2%. The amount reflected in the current deferred tax asset of $3.1 million relates to those assets which are expected to reverse within the next twelve months.

 

h.	The adjustment to long-term debt, less current portion, net consists of the following components (in thousands):

 

		Amounts
Endo’s borrowing related to the AMS Acquisition:
Term Loan A		$	1,500,000
Term Loan B			900,000
Notes			700,000
Endo debt repayment, net of $25 million current portion (see 2f)			(370,000	)
AMS debt repayment			(238,062	)
Net change		$	2,491,938
Less current portion of long-term debt			(48,938	)
Total net change		$	2,443,000

 

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In connection with our retirement of our Existing Term Loan, we wrote off approximately $15.4 million of unamortized debt issuance costs that had been capitalized and recorded in other assets. Additionally, we paid approximately $76.2 million in fees in connection with the issuance of the Financing and borrowings under the New Credit Facility. Accordingly, such fees are capitalized and included in other assets in the unaudited pro forma condensed combined balance sheet. Deferred debt issuance costs will be amortized over the life of the related debt instrument, which ranges from 5 to 8 years. The amortization of debt issuance costs is reflected as a pro forma adjustment to the unaudited pro forma condensed combined statement of operations.

 

i.

Reflects the elimination of AMS’ shareholders’ equity of $699.5 million. Additionally, amounts reflect the impact of the estimated transaction costs, net of tax, which are to be expensed as incurred under the applicable business combination guidance, as well as the impact of the write-off of debt issuance costs, net of tax, associated with our Existing Term Loan. These offsets have been reflected as a reduction in cash and cash equivalents and other assets, respectively.

 

j.

Reflects reclassification adjustments to the historical consolidated financial statements of HealthTronics, Penwest, Qualitest and AMS to conform to the financial statement classification and presentation that we will use to prepare our consolidated financial statements subsequent to the acquisitions of HealthTronics, Penwest, Qualitest and AMS. Further reclassification adjustments may be necessary.

 

k.

For the purpose of preparing the unaudited pro forma condensed combined statement of operations, additional amortization expense is assumed based on the intangible finite-lived assets of HealthTronics, Penwest, Qualitest and AMS as of January 1, 2010. Amortization related to the value of finite-lived intangible assets, taken over assumed lives of 10 to 20 years for developed technology and 15 years for tradenames classified as definite-lived, are reflected as pro forma adjustments to the unaudited pro forma condensed combined statements of operations. The determinations of the useful lives for the intangible assets of HealthTronics, Penwest, and Qualitest are based upon various accounting studies, historical acquisition experience, economic factors, and future expected cash flows. As we have not yet performed the valuation studies necessary to estimate the fair values of the AMS intangible assets we will acquire as of the date of this report, the determinations of fair value and useful lives for the intangible assets of AMS are based upon management’s preliminary estimates.

 

The increase in amortization expense is based on an allocation of purchase price of the acquisitions to certain finite-lived intangible assets acquired and is recorded in cost of revenues, which is consistent with our historical caption presentation of this expense. These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

 

l.

Reflects additional depreciation expense attributable to recording the property, plant and equipment of HealthTronics, Penwest, Qualitest and AMS at fair value. For purposes of depreciation, we have assumed useful lives ranging from 1 to 45 years. These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

 

m.	Reflects the increase in cost of revenues related to the inventory step-up resulting from our revaluation of the inventory of HealthTronics, Penwest, Qualitest and AMS upon acquisition.

 

n.

Reflects the elimination of Penwest’s royalty revenue for Opana ER and our corresponding cost of revenues. Royalties had been paid to Penwest until our acquisition of Penwest in September 2010, and should be eliminated for the purpose of preparing the unaudited pro forma condensed combined statement of operations as the payments represent intercompany transactions on a pro forma basis.

 

o.	Represents adjustments made as a result of a change in estimate methodology for revenue reserves in accordance with the Qualitest transaction.

 

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p.	Reflects the following adjustments to interest expense:

 

•

increases resulting from the incremental interest expense (including the amortization of debt issuance costs) associated with the new indebtedness incurred in connection with the AMS Acquisition;

 

•

increases associated with annualizing the interest expense (including the amortization of debt issuance costs) of our 2020 senior notes, which we incurred in connection with our acquisition of Qualitest;

 

•

decreases resulting from the elimination of the interest expense (including commitment fees associated with our revolving credit facility and the amortization of debt issuance costs) associated with our 2009 Revolving Credit Facility and our Existing Term Loan, which were or are expected to be terminated upon our acquisition of Qualitest and AMS, respectively; and

 

•

decreases resulting from the elimination of the interest expense (including the amortization of debt issuance costs) incurred by HealthTronics, Qualitest, and AMS associated with their respective pre-existing debt, which were terminated upon their respective acquisitions by Endo.

 

The net adjustments for the year ended December 31, 2010, the three months ended March 31, 2011 and 2010, and the twelve months ended March 31, 2011 consist of the following components, assuming new financing consisting of (i) $1,500.0 million aggregate principal amount of Term Loan A, (ii) $900.0 million aggregate principal amount of Term Loan B and (iii) $700.0 million aggregate principal amount of the Financing (in thousands):

 

		Year Ended December 31, 2010				Three Months Ended March 31, 2011				Three Months Ended March 31, 2010				Twelve Months Ended March 31, 2011
Estimated interest expense (including the amortization of debt issuance costs) on new indebtedness, including the Term Loan A ($1,500.0 million), Term Loan B ($900.0 million), and the Financing ($700.0 million) and the commitment fees associated with the undrawn Revolving Credit Facility ($500.0 million)		$	146,227			$	36,556			$	36,556			$	146,227
Incremental interest expense (including the amortization of debt issuance costs) associated with our 2020 Senior Notes issued in November 2010			26,326				—				7,335				18,991
Interest expense (including commitment fees associated with our revolving credit facility and the amortization of debt issuance costs) associated with our 2009 Revolving Credit Facility and Existing Term Loan			(3,101	)			(3,064	)			(562	)			(5,603	)
Interest expense (including the amortization of debt issuance costs) associated with the pre-existing debt of HealthTronics, Qualitest and AMS (including the AMS Convertible Notes)(1)			(64,924	)			(6,264	)			(15,634	)			(55,554	)
Total interest expense adjustment		$	104,528			$	27,228			$	27,695			$	104,061
		Year Ended January 1, 2011				Three Months Ended April 2, 2010				Three Months Ended April 2, 2010				Twelve Months Ended April 2, 2011
(1) AMS interest expense		$	(28,125	)		$	(6,264	)		$	(7,647	)		$	(26,742	)

 

The portion of this adjustment related to the elimination of AMS’s interest expense is included in other (income) expense, net in the accompanying unaudited pro forma combined statements of operations. AMS

 

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has historically presented interest expense and amortization of financing costs as separate line items in their historical consolidated statement of operations, but as a component of total other expenses. Accordingly, these amounts have been recorded in other (income) expense, net to conform to Endo’s presentation.

 

On an as adjusted basis, after giving effect to the application of the proceeds from the Financing and the consummation of the Financing and the Transactions, as of March 31, 2011, approximately $3.89 billion of our aggregate principal debt outstanding would have consisted of $2.40 billion of floating rate debt and $1.48 billion of fixed-rate debt. Based on the pro forma amount of floating-rate debt outstanding at March 31, 2011, a 1% rise in interest rates would result in approximately $24.0 million incremental interest expense.

 

q.	Adjustment relates to the elimination of pre-existing discontinued operations of the legacy Qualitest business.

 

r.

For purposes of these unaudited pro forma condensed consolidated statement of operations, estimated income tax rates of approximately 38.3%, 35.1%, 40.2%, 36.0% and 38.2% for HealthTronics, Penwest, Qualitest, AMS and Endo, respectively, have been used for the pro forma adjustments for the year ended December 31, 2010 (or January 1, 2011 for AMS) and 38.3%, 34.8%, 33.4%, 36.2% and 37.2% for HealthTronics, Penwest, Qualitest, AMS and Endo, respectively, for the twelve month period ended March 31, 2011 (or April 2, 2011 for AMS). The estimated income tax rates are based on the applicable enacted statutory tax rates for the periods referenced above and appropriately reflect certain basis differences of Endo and HealthTronics, Penwest, Qualitest and AMS that will not result in taxable or deductible amounts in future years when the related financial reporting asset or liability will be recovered or settled. These rates are estimates and do not take into account future income tax strategies that may be applied to the combined entity. These provisional measurements of fair value reflected are subject to change. Such changes could be significant.

Note 3. Supplemental Schedules

 

a.

This column is comprised of the historical operating results of HealthTronics from January 1, 2010 through March 31, 2010, as reported in HealthTronics’ Quarterly Report on Form 10-Q for the three months ended March 31, 2010 as well as the operating results of HealthTronics from April 1, 2010 through July 1, 2010. These results are shown separately below. Certain amounts have been reclassified to conform to Endo’s presentation.

 

		Three Months Ended March  31, 2010				Plus: April 1,  2010 Through July 1, 2010				January 1,  2010 Through July 1, 2010 (Pre-Acquisition Total)
Revenues:
Device, service and other revenues		$	48,389			$	50,300			$	98,689
Total revenues			48,389				50,300				98,689
Costs & expenses:
Cost of revenues			23,915				22,237				46,152
Selling, general and administrative			5,507				6,571				12,078
Depreciation and amortization			4,009				3,848				7,857
Operating income			14,958				17,644				32,602
Interest expense, net			470				369				839
Other income, net			(637	)			(808	)			(1,445	)
Income before income tax			15,125				18,083				33,208
Income tax			315				326				641
Consolidated net income			14,810				17,757				32,567
Less: Net income attributable to noncontrolling interests			12,489				14,309				26,798
Net income attributable to Endo Pharmaceuticals Holdings Inc.		$	2,321			$	3,448			$	5,769

 

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b.

This column is comprised of the historical operating results of Penwest from January 1, 2010 through June 30, 2010, as reported in Penwest’s Quarterly Report on Form 10-Q for the six months ended June 30, 2010 as well as the operating results of Penwest from July 1, 2010 through September 19, 2010. These results are shown separately below. Certain amounts have been reclassified to conform to Endo’s presentation.

 

		Six Months Ended June 30, 2010				Plus: July 1, 2010 Through September 19, 2010				January 1,  2010 Through September 19, 2010 (Pre-Acquisition Total)
Revenues:
Net pharmaceutical product sales		$	22,397			$	10,962			$	33,359
Total revenues			22,397				10,962				33,359
Costs & expenses:
Cost of revenues			1,749				834				2,583
Selling, general and administrative			4,099				2,724				6,823
Research and development			4,111				1,687				5,798
Operating income (loss)			12,438				5,717				18,155
Interest expense (income), net			202				41				243
Other (income) expense, net			(3	)			(22	)			(25	)
Income (loss) before income tax			12,239				5,698				17,937
Income tax			—				—				—
Net income attributable to Endo Pharmaceuticals Holdings Inc.		$	12,239			$	5,698			$	17,937

 

c.

This column is comprised of the historical operating results of Qualitest from January 1, 2010 through September 30, 2010, as reported in Qualitest’s Quarterly Financial Statements for the nine months ended September 30, 2010 as well as the operating results of Qualitest from October 1, 2010 through November 29, 2010. These results are shown separately below. Certain amounts have been reclassified to conform to Endo’s presentation.

 

		Nine Months  Ended September 30, 2010				Plus: October 1,  2010 Through November 29, 2010				January 1,  2010 Through November 29, 2010 (Pre-Acquisition Total)
Revenues:
Net pharmaceutical product sales		$	264,953			$	57,579			$	322,532
Total revenues			264,953				57,579				322,532
Costs & expenses:
Cost of revenues			176,776				48,007				224,783
Selling, general and administrative			38,718				9,362				48,080
Research and development			9,332				2,517				11,849
Other operating expense, net			613				33				646
Operating income (loss)			39,514				(2,340	)			37,174
Interest expense (income), net			23,217				12,892				36,109
Income (loss) before income tax			16,297				(15,232	)			1,065
Income tax			4,107				682				4,789
Consolidated net income			12,190				(15,914	)			(3,724	)
Less: Discontinued operations			(89	)			(254	)			(343	)
Net income attributable to Endo Pharmaceuticals Holdings Inc.		$	12,279			$	(15,660	)		$	(3,381	)

 

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d.	This column is comprised of our historical operating results for:

 

(1)

The year ended December 31, 2010, as reported in our Annual Report on Form 10-K for the year ended December 31, 2010; less

 

(2)

the three months ended March 31, 2010 as reported in our Quarterly Report on Form 10-Q for the three months ended March 31, 2010; plus

 

(3)

the three months ended March 31, 2011 as reported in our Quarterly Report on Form 10-Q for the three months ended March 31, 2011.

These results are shown separately below.

 

		Year Ended December 31, 2010				Less: Three Months  Ended March 31, 2010				Plus: Three Months  Ended March 31, 2011				Twelve Months Ended March 31, 2011
Revenues:
Net pharmaceutical revenues		$	1,601,192			$	360,349			$	505,784			$	1,746,627
Device, service and other revenues			115,037				4,063				54,242				165,216
Total revenues			1,716,229				364,412				560,026				1,911,843
Costs & expenses:
Cost of revenues			504,757				94,073				231,558				642,242
Selling, general and administrative			547,605				133,335				159,386				573,656
Research and development			144,525				29,168				42,130				157,487
Impairment of other intangible assets			35,000				—				—				35,000
Acquisition-related items			18,976				1,529				6,073				23,520
Operating income			465,366				106,307				120,879				479,938
Interest expense, net			46,601				9,804				18,790				55,587
Other (income) expense, net			(1,933	)			(219	)			348				(1,366	)
Income before income tax			420,698				96,722				101,741				425,717
Income tax			133,678				36,367				33,446				130,757
Consolidated net income			287,020				60,355				68,295				294,960
Less: Net income attributable to noncontrolling interests			28,014				—				12,508				40,522
Net income attributable to Endo Pharmaceuticals Holdings Inc.		$	259,006			$	60,355			$	55,787			$	254,438

 

e.	This column is comprised entirely of the historical operating results of HealthTronics from April 1, 2010 through July 1, 2010.

 

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f.

This column is comprised of the historical operating results of Penwest from April 1, 2010 through June 30, 2010, as reported in Penwest’s Quarterly Report on Form 10-Q for the three months ended June, 2010 as well as the operating results of Penwest from July 1, 2010 through September 19, 2010. These results are shown separately below. Certain amounts have been reclassified to conform to Endo’s presentation.

 

		Three Months Ended June  30, 2010				Plus: July 1, 2010 Through September 19, 2010				April 1, 2010 Through September 19, 2010 (Pre-Acquisition Total)
Revenues:
Net pharmaceutical product sales		$	13,639			$	10,962			$	24,601
Total revenues			13,639				10,962				24,601
Costs & expenses:
Cost of revenues			833				834				1,667
Selling, general and administrative			2,453				2,724				5,177
Research and development			1,903				1,687				3,590
Operating income			8,450				5,717				14,167
Interest expense, net			83				41				124
Other (income), net			(2	)			(22	)			(24	)
Income before income tax			8,369				5,698				14,067
Income tax			—				—				—
Net income attributable to Endo Pharmaceuticals Holdings Inc.		$	8,369			$	5,698			$	14,067

 

g.

This column is comprised of the historical operating results of Qualitest from January 1, 2010 through November 29, 2010, as presented above in Note (3c), less the operating results of Qualitest for the three months ended March 31, 2010 as reported in Qualitest’s Quarterly Financial Statements for the three months ended March 31, 2010. These results are shown separately below. Certain amounts have been reclassified to conform to Endo’s presentation.

 

		January 1,  2010 Through November 29, 2010 (3c)				Less: Three Months  Ended March 31, 2010				April 1, 2010 Through November 29, 2010 (Pre-Acquisition Total)
Revenues:
Net pharmaceutical product sales		$	322,532			$	80,399			$	242,133
Total revenues			322,532				80,399				242,133
Costs & expenses:
Cost of revenues			224,783				52,641				172,142
Selling, general and administrative			48,080				10,690				37,390
Research and development			11,849				2,956				8,893
Other operating expense, net			646				296				350
Operating income			37,174				13,816				23,358
Interest expense, net			36,109				7,638				28,471
Income before income tax			1,065				6,178				(5,113	)
Income tax			4,789				1,634				3,155
Consolidated net (loss) income			(3,724	)			4,544				(8,268	)
Less: Discontinued operations			(343	)			—				(343	)
Net (loss) income attributable to Endo Pharmaceuticals Holdings Inc.		$	(3,381	)		$	4,544			$	(7,925	)

 

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