OPKO HEALTH, INC. - FORM 8-K/A - EX-99.1

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8-K/A - FORM 8-K/A - OPKO HEALTH, INC.	d255875d8ka.htm

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On October 11, 2011, OPKO Health, Inc. (together with certain of its subsidiaries, the “Company”) completed the sale of its ophthalmic instrumentation business (“OPKO Instrumentation”) (the “Disposition”) to Optos plc, a company incorporated in Scotland (“Optos”), and Optos Inc., a wholly-owned subsidiary of Optos (“Optos US” and together with Optos, the “Buyer”) pursuant to an Asset Purchase Agreement, dated September 21, 2011, between the Company and the Buyer.

The following unaudited pro forma financial statements of OPKO Health, Inc. are presented to comply with Article 11 Regulation S-X and follow SEC guidelines. The historical condensed consolidated financial statements of OPKO Health, Inc. have been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Disposition, (2) factually supportable, and (3) with respect to the condensed consolidated statement of operations, expected to have a continuing impact on the consolidated results.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2011, presents pro forma effects of the transaction as if the sale had occurred on June 30, 2011. The unaudited pro forma condensed consolidated statements of operations for the fiscal year ended December 31, 2010 and the six months ended June 30, 2011, present the pro forma effects as if the transaction occurred on January 1, 2010.

The unaudited pro forma financial statements are presented for informational purposes only and do not purport to present what the Company’s results would have been had the disposition actually occurred on the dates presented or to project the Company’s results from operations or financial position for any future period. These unaudited pro forma financial statements and accompanying notes should be read together with the Company’s audited consolidated financial statements and the accompanying notes, as of and for the fiscal year ended December 31, 2010 and the Company’s unaudited consolidated financial statements and the accompanying notes as of and for the three and six months ended June 30, 2011.

OPKO Health, Inc. and subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2011

(unaudited)

(in thousands, except share and per share data)

		(359,016)			(359,016)			(359,016)
	OPKO Health, Inc. As reported			OPKO Instrumentation Pro forma adjustments			Pro forma
ASSETS
Current assets
Cash and cash equivalents	$	38,849		$	17,500	b	$	56,349
Marketable securities		54,998			—			54,998
Accounts receivable, net		15,528			(1,663	)a		13,865
Inventory, net		16,326			(4,110	)a		12,216
Prepaid expenses and other current assets		1,927			(215	)a		1,712

Total current assets		127,628			11,512			139,140
Property and equipment		3,093			(109	)a		2,984
Intangible assets, net		18,545			(2,949	)a		15,596
Goodwill		6,853			—			6,853
Investments		4,240			—			4,240
Other assets		60			—			60

TOTAL ASSETS	$	160,419		$	8,454		$	168,873


LIABILITIES, SERIES D PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,890		$	(154	)a	$	2,736
Accrued expenses		4,033			(2,265	)a		1,768
Current portion of lines of credit		14,604			—			14,604

Total current liabilities		21,527			(2,419	)		19,108
Long-term liabilities and capital lease obligations		1,600			—			1,600

Total liabilities		23,127			(2,419	)		20,708

Commitments and contingencies

Series D Preferred Stock—$0.01 par value, 2,000,000 shares authorized; 1,209,677 shares issued and outstanding (liquidation value of $34,213)		26,128			—			26,128

Shareholders’ equity
Series A Preferred Stock—$0.01 par value, 4,000,000 shares authorized; No shares issued or outstanding		—			—			—
Series C Preferred Stock—$0.01 par value, 500,000 shares authorized; No shares issued or outstanding		—			—			—
Common Stock—$0.01 par value, 500,000,000 shares authorized, 287,946,324 shares issued		2,879			—			2,879
Treasury stock – 2,443,894 shares		(7,893	)		—			(7,893	)
Additional paid-in capital		482,910			—			482,910
Accumulated other comprehensive income		3,157						3,157
Accumulated deficit		(369,889	)		10,873	a, b		(359,016	)

Total shareholders’ equity		111,164			10,873			122,037

TOTAL LIABILITIES, SERIES D PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY	$	160,419		$	8,454		$	168,873

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

OPKO Health, Inc. and subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the six months ended June 30, 2011

(unaudited)

(in thousands, except share and per share data)


	OPKO Health, Inc. as reported			OPKO Instrumentation pro forma adjustments			Pro forma
Revenue	$	18,790		$	(3,412	)c	$	15,378
Cost of goods sold		11,834			(2,766	)c		9,068

Gross margin		6,956			(646	)		6,310
Operating expenses
Selling, general and administrative		10,505			(751	)c		9,754
Research and development		4,799			(1,003	)c		3,796
Other operating expenses, principally amortization of intangible assets		1,900			(230	)c		1,670

Total operating expenses		17,204			(1,984	)		15,220

Operating loss		(10,248	)		(1,338	)		(8,910	)
Other expense, net		(101	)		(15	)c		(86	)

Loss before provision for income taxes and investment losses		(10,349	)		(1,353	)		(8,996	)
Income tax provision		227			—			227

Loss before investment losses		(10,576	)		(1,353	)		(9,223	)
Loss from investments in investees		(874	)		—			(874	)

Net loss		(11,450	)		(1,353	)		(10,097	)
Preferred stock dividend		(1,260	)		—			(1,260	)

Net loss attributable to common shareholders	$	(12,710	)	$	(1,353	)	$	(11,357	)

Loss per common share, basic and diluted	$	(0.05	)	$	(0.00	)	$	(0.05	)

Weighted average number of common shares outstanding, basic and diluted		273,155,609			273,155,609			273,155,609

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

OPKO Health, Inc. and subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2010

(unaudited)

(in thousands, except share and per share data)


	OPKO Health, Inc. as reported			OPKO Instrumentation pro forma adjustments			Pro forma
Revenue	$	36,880		$	(8,386	)c	$	28,494
Cost of goods sold		20,501			(7,007	)c		13,494

Gross margin		16,379			(1,379	)		15,000
Operating expenses
Selling, general and administrative		22,121			(3,989	)c		18,132
Research and development		7,908			(1,959	)c		5,949
Other operating expenses, principally amortization of intangible assets		3,579			(1,526	)c		2,053

Total operating expenses		33,608			(7,474	)		26,134

Operating loss		(17,229	)		(6,095	)		(11,134	)
Other expense, net		(842	)		3	c		(845	)

Loss before provision for income taxes and investment losses		(18,071	)		(6,092	)		(11,979	)
Income tax provision (benefit)		141			159	c		(18	)

Loss before investment losses		(18,212	)		(6,251	)		(11,961	)
Loss from investments in investees		(714	)		—			(714	)

Net loss		(18,926	)		(6,251	)		(12,675	)
Preferred stock dividend		(2,624	)		—			(2,624	)

Net loss attributable to common shareholders	$	(21,550	)	$	(6,251	)	$	(15,299	)

Loss per common share, basic and diluted	$	(0.08	)	$	(0.02	)	$	(0.06	)

Weighted average number of common shares outstanding, basic and diluted		255,095,586			255,095,586			255,095,586

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

Notes:

Adjustments reflect the elimination of the OPKO Instrumentation assets and liabilities.

Adjustments reflect the cash proceeds received in the disposition of OPKO Instrumentation and the estimated net gain (cash received, less assets disposed of, plus liabilities assumed by Buyer).

Adjustments reflect the elimination of the operating activities of the OPKO Instrumentation business as if the disposition occurred on January 1, 2010.

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OPKO HEALTH, INC. Reports

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