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Exhibit 99.3

 

Unaudited Pro Forma Condensed Combined Financial Statements

 

In November 2011, Cubist commenced a tender offer to acquire all the outstanding shares of common stock of Adolor, and on December 12, 2011, Cubist completed the acquisition. Cubist acquired 100% of the outstanding shares of Adolor, upon which Adolor became a wholly-owned subsidiary of Cubist. Adolor was a biopharmaceutical company focused on the discovery, development and commercialization of novel prescription pain and pain management products. The Company’s acquisition of Adolor provides it with an existing commercialized product, ENTEREG® (alvimopan), as well as rights to an additional late-stage product candidate, CB-5945. The total consideration transferred by Cubist to Adolor included a cash payment of $220.8 million at closing and contingent consideration with an estimated acquisition-date fair value of $110.2 million. Cubist funded the upfront cash payment with its existing cash balances.

 

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Cubist and Adolor after giving effect to the acquisition of Adolor by Cubist using the acquisition method of accounting, as well as the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The purchase price adjustments reflected in the following unaudited pro forma condensed combined financial statements and set forth in Note 2 are preliminary and have been made solely for the purpose of preparing these statements. The unaudited pro forma condensed combined balance sheet as of September 30, 2011, is presented to give effect to the acquisition as if it had occurred on September 30, 2011. The unaudited pro forma condensed combined statements of income of Cubist and Adolor for the nine months ended September 30, 2011, and the year ended December 31, 2010, are presented as if the acquisition had occurred on January 1, 2010.

 

Both Cubist’s and Adolor’s fiscal periods end December 31st. As permitted by Regulation S-X, the unaudited pro forma condensed combined statement of income for the year ended December 31, 2010, has been prepared by combining Cubist’s consolidated statement of income for the year ended December 31, 2010, with the consolidated statement of operations of Adolor for the year ended December 31, 2010, as incorporated by reference to this Form 8-K/A. Similarly, the unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2011, has been prepared by combining Cubist’s unaudited consolidated statement of income for the nine months ended September 30, 2011, with the unaudited consolidated statement of operations of Adolor for the nine months ended September 30, 2011, as incorporated by reference to this Form 8-K/A. The unaudited pro forma condensed combined balance sheet as of September 30, 2011, has been prepared by combining Cubist’s unaudited consolidated balance sheet as of September 30, 2011, with Adolor’s unaudited consolidated balance sheet as of September 30, 2011, as incorporated by reference to this Form 8-K/A.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and the accompanying notes of Cubist included in Cubist’s Annual Report on Form 10-K for the year ended December 31, 2010, and Quarterly Report on Form 10-Q for the nine months ended September 30, 2011, filed with the Securities and Exchange Commission (“SEC”) in 2011, and with the historical consolidated financial statements and the accompanying notes of Adolor included in Adolor’s Annual Report on Form 10-K for the year ended December 31, 2010, and Quarterly Report on Form 10-Q for the nine months ended September 30, 2011, incorporated by reference to this Form 8-K/A. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cubist that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Cubist. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that Cubist may achieve with respect to the combined companies.

 

1



 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF

CUBIST PHARMACEUTICALS, INC. & ADOLOR CORPORATION

September 30, 2011

(in thousands)

 

 

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Cubist

 

Adolor

 

Adjustments

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

223,954

 

$

13,165

 

$

(220,838

)(a)

$

16,281

 

Short-term investments

 

751,229

 

10,000

 

 

761,229

 

Accounts receivable, net

 

79,863

 

3,060

 

 

82,923

 

Inventory

 

21,740

 

1,125

 

4,566

(b)

27,431

 

Deferred tax assets, net

 

3,575

 

 

12,401

(c)

15,976

 

Prepaid expenses and other current assets

 

25,859

 

943

 

2,921

(d)

29,723

 

Total current assets

 

1,106,220

 

28,293

 

(200,950

)

933,563

 

Property and equipment, net

 

158,294

 

330

 

 

158,624

 

In-process research and development

 

194,000

 

 

117,400

(e)

311,400

 

Goodwill

 

61,459

 

 

62,992

(f)

124,451

 

Other intangible assets, net

 

11,947

 

19,189

 

145,411

(e)

176,547

 

Other assets

 

30,858

 

107

 

34,894

(b)

65,859

 

Total assets

 

$

1,562,778

 

$

47,919

 

$

159,747

 

$

1,770,444

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

19,911

 

$

1,017

 

$

 

$

20,928

 

Accrued liabilities

 

93,739

 

8,576

 

13,086

(d)

115,401

 

Short-term note payable

 

 

2,796

 

204

(g)

3,000

 

Short-term deferred revenue

 

4,408

 

172

 

 

4,580

 

Short-term contingent consideration

 

58,739

 

 

 

58,739

 

Total current liabilities

 

176,797

 

12,561

 

13,290

 

202,648

 

Long-term deferred revenue

 

25,991

 

 

 

25,991

 

Long-term deferred tax liabilities, net

 

72,914

 

 

65,766

(c)

138,680

 

Long-term contingent consideration

 

72,741

 

 

110,200

(h)

182,941

 

Long-term debt, net

 

449,507

 

 

 

449,507

 

Long-term note payable

 

 

14,179

 

1,721

(g)

15,900

 

Other long-term liabilities

 

7,666

 

114

 

 

7,780

 

Total liabilities

 

805,616

 

26,854

 

190,977

 

1,023,447

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock

 

61

 

5

 

(5

)(i)

61

 

Additional paid-in capital

 

868,630

 

551,514

 

(551,514

)(i)

868,630

 

Accumulated other comprehensive income (loss)

 

(409

)

1

 

(1

)(i)

(409

)

Treasury stock

 

 

(37

)

37

(i)

 

Accumulated deficit

 

(111,120

)

(530,418

)

520,253

(j)

(121,285

)

Total stockholders’ equity

 

757,162

 

21,065

 

(31,230

)

746,997

 

Total liabilities and stockholders’ equity

 

$

1,562,778

 

$

47,919

 

$

159,747

 

$

1,770,444

 

 

2



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME OF

CUBIST PHARMACEUTICALS, INC. & ADOLOR CORPORATION

For the Nine Months Ended

September 30, 2011

(in thousands, except share and per share data)

 

 

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Cubist

 

Adolor

 

Adjustments

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

U.S. product revenues, net

 

$

508,724

 

$

23,490

 

$

 

$

532,214

 

International product revenues

 

25,825

 

 

 

25,825

 

Service revenues

 

3,020

 

 

 

3,020

 

Other revenues

 

3,498

 

24,644

 

 

28,142

 

Total revenues, net

 

541,067

 

48,134

 

 

589,201

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

123,933

 

2,736

 

16,451

(k)

143,120

 

Research and development

 

128,458

 

19,501

 

 

147,959

 

Contingent consideration

 

84,983

 

 

 

84,983

 

Selling, general and administrative

 

114,454

 

26,360

 

 

140,814

 

Total costs and expenses

 

451,828

 

48,597

 

16,451

 

516,876

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

89,239

 

(463

)

(16,451

)

72,325

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

2,002

 

37

 

(489

)(l)

1,550

 

Interest expense

 

(23,585

)

(112

)

(652

)(m)

(24,349

)

Other income

 

1,002

 

376

 

 

1,378

 

Total other income (expense), net

 

(20,581

)

301

 

(1,141

)

(21,421

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

68,658

 

(162

)

(17,592

)

50,904

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

42,453

 

 

(6,824

)(n)

35,629

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

26,205

 

$

(162

)

$

(10,768

)

$

15,275

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.43

 

 

 

$

(0.18

)(o)

$

0.25

 

Diluted net income per common share

 

$

0.41

 

 

 

$

(0.17

)(o)

$

0.24

 

 

 

 

 

 

 

 

 

 

 

Shares used in calculating:

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

60,411,324

 

 

 

 

60,411,324

 

Diluted net income per common share

 

77,834,805

 

 

 

(15,424,155

)(o)

62,410,650

 

 

3



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME OF

CUBIST PHARMACEUTICALS, INC. & ADOLOR CORPORATION

For the Year Ended

December 31, 2010

(in thousands except share and per share data)

 

 

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Cubist

 

Adolor

 

Adjustments

 

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

U.S. product revenues, net

 

$

599,601

 

$

25,386

 

$

 

$

624,987

 

International product revenues

 

25,316

 

 

 

25,316

 

Service revenues

 

8,500

 

 

 

8,500

 

Other revenues

 

3,041

 

17,916

 

 

20,957

 

Total revenues, net

 

636,458

 

43,302

 

 

679,760

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

140,765

 

2,877

 

20,938

(k)

164,580

 

Research and development

 

157,854

 

33,210

 

 

191,064

 

Contingent consideration

 

4,897

 

 

 

4,897

 

Selling, general and administrative

 

143,343

 

34,053

 

 

177,396

 

Restructuring charge

 

 

1,919

 

 

1,919

 

Total costs and expenses

 

446,859

 

72,059

 

20,938

 

539,856

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

189,599

 

(28,757

)

(20,938

)

139,904

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

4,700

 

188

 

(1,464

)(l)

3,424

 

Interest expense

 

(25,580

)

 

(952

)(m)

(26,532

)

Other income (expense)

 

(14,410

)

1,294

 

 

(13,116

)

Total other income (expense), net

 

(35,290

)

1,482

 

(2,416

)

(36,224

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

154,309

 

(27,275

)

(23,354

)

103,680

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

59,984

 

 

(19,401

)(n)

40,583

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

94,325

 

$

(27,275

)

$

(3,953

)

$

63,097

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

1.60

 

 

 

$

(0.53

)(o)

$

1.07

 

Diluted net income per common share

 

$

1.55

 

 

 

$

(0.50

)(o)

$

1.05

 

 

 

 

 

 

 

 

 

 

 

Shares used in calculating:

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

58,795,467

 

 

 

 

58,795,467

 

Diluted net income per common share

 

62,659,632

 

 

 

 

62,659,632

 

 

4



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.                Basis of pro forma presentation

 

Pursuant to a merger agreement entered into by and among Cubist and Adolor on October 24, 2011, Cubist commenced a tender offer in November 2011 to acquire all the outstanding shares of common stock of Adolor. On December 12, 2011, Cubist completed the acquisition by acquiring 100% of the outstanding shares of Adolor, a publicly-held biopharmaceutical company based in Exton, Pennsylvania, upon which Adolor became a wholly-owned subsidiary of Cubist.

 

The unaudited pro forma condensed combined statements of income for the year ended December 31, 2010, and nine months ended September 30, 2011, give effect to the acquisition as if it occurred on January 1, 2010. The unaudited pro forma condensed combined balance sheet as of September 30, 2011, gives effect to the acquisition as if it occurred on September 30, 2011.

 

The unaudited pro forma condensed combined financial statements have been derived from, and should be read in conjunction with, the historical consolidated financial statements, including the notes thereto, of each of Cubist and Adolor. Cubist’s consolidated financial statements are included in Cubist’s Annual Report on Form 10-K for the year ended December 31, 2010, and Quarterly Reports on Form 10-Q filed in 2011 with the SEC. Adolor’s consolidated financial statements are included in Adolor’s Annual Report on Form 10-K for the year ended December 31, 2010, and Quarterly Reports on Form 10-Q filed in 2011 with the SEC and incorporated by reference to this Form 8-K/A. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or operating results that would have been achieved had the acquisition been completed as of the dates indicated above or the results that may be attained in the future.

 

2.                Acquisition of Adolor

 

As described above, on December 12, 2011, Cubist acquired 100% of the outstanding shares of Adolor upon which Adolor became a wholly-owned subsidiary of Cubist. Adolor was a biopharmaceutical company focused on the discovery, development and commercialization of novel prescription pain and pain management products. The Company’s acquisition of Adolor provides it with an existing commercialized product, ENTEREG, as well as rights to an additional late-stage product candidate, CB-5945, among other assets.

 

The following table summarizes the fair value of total consideration at December 12, 2011:

 

 

 

Total

 

 

 

Acquisition-

 

 

 

Date

 

 

 

Fair Value

 

 

 

(in thousands)

 

Cash

 

$

220,838

 

Contingent consideration

 

110,200

 

Total consideration

 

$

331,038

 

 

The contingent consideration relates to the achievement of certain regulatory milestones, sales milestones, or a combination of both, with respect to CB-5945, in which Cubist granted non-transferable contingent payment rights, or CPRs, to the former shareholders of Adolor upon achievement of such milestones. The CPRs represent the right to receive additional payments above the upfront purchase price, up to a maximum of $4.50 for each share owned by Adolor’s former shareholders. The CPRs may not be sold, assigned, transferred, pledged, encumbered or disposed of, subject to limited exceptions. The aggregate, undiscounted amount of contingent consideration that Cubist could pay under the merger agreement ranges from zero to approximately $233.8 million.

 

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.

 

5



 

For purposes of these unaudited pro forma condensed combined financial statements, the above estimated purchase price has been allocated based on an estimate of the fair value of net assets acquired. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as if the transaction occurred on September 30, 2011:

 

 

 

(in thousands)

 

Cash

 

$

13,165

 

Investments

 

10,000

 

Inventory

 

40,585

 

In-process reaserch and development (IPR&D)

 

117,400

 

ENTEREG intangible asset

 

164,600

 

Deferred tax assets

 

54,713

 

Goodwill

 

62,992

 

Other assets aquired

 

4,440

 

Total assets acquired

 

467,895

 

Deferred tax liabilities

 

(108,078

)

Payable to Glaxo

 

(18,900

)

Other liabilities assumed

 

(9,879

)

Total liabilities assumed

 

(136,857

)

Total net assets acquired

 

$

331,038

 

 

The pro forma purchase price allocation presented is for illustrative purposes only and these amounts are not intended to represent or be indicative of the purchase price allocation that would have been reported to give effect to the acquisition as if it had occurred as of the pro forma balance sheet date. In addition, the pro forma purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the acquired assets and liabilities.

 

The deferred tax assets of $54.7 million are primarily related to federal net operating loss (“NOL”) carryforwards of Adolor. The deferred tax liability of $108.1 million primarily relates to the temporary differences associated with inventory, acquired IPR&D and ENTEREG intangible assets, which are not deductible for tax purposes. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed of $63.0 million was recorded to goodwill. This goodwill represents the excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. None of this goodwill is expected to be deductible for tax purposes.

 

Of the identifiable assets acquired, $117.4 million relates to the IPR&D asset, CB-5945. The fair value of the acquired IPR&D asset was determined using an income approach, including a discount rate of 16.0%, applied to the probability-adjusted after-tax cash flows. The Company believes the assumptions are representative of those a market participant would use in estimating fair value. CB-5945 is an oral, peripherally-restricted mu opioid receptor antagonist currently in development for the treatment of chronic opioid-induced constipation, for which Cubist expects to initiate Phase 3 clinical trials in 2012.

 

The Company also recorded $164.6 million of finite-lived other intangible assets related to the rights to ENTEREG. The fair value of the acquired ENTEREG intangible asset was determined using an income approach, including a discount rate of 15.0%, applied to the after-tax cash flows.

 

In connection with the acquisition of Adolor in December 2011, Cubist assumed the obligation to pay Glaxo Group Limited (“Glaxo”) the remaining annual payments aggregating to $22.5 million as a result of Adolor’s termination of its collaboration agreement with Glaxo in September 2011. Cubist recorded $18.9 million upon acquisition, which represented the fair value of the remaining annual payments, to be paid over a six-year period, based on a discount rate of 5.3%.

 

In addition, the Company recorded $40.6 million of ENTEREG inventory that was acquired from Adolor. Inventory included in other long-term assets within the unaudited pro forma condensed combined balance sheet as of September 30, 2011, represents the amount of ENTEREG inventory held that is in excess of the amount expected to be sold within one year. Cubist recorded the acquired ENTEREG inventory at its fair value, which required a step-up adjustment to recognize the inventory at its expected net realizable value. The inventory step-up will be recorded as cost of product revenues within the consolidated statements of income as the related inventory is sold, which is expected to be over a period of approximately eight years.

 

6



 

3.                Pro Forma Adjustments and Assumptions

 

The pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements represent estimated values and amounts based on available information and do not reflect cost savings that management believes could have resulted had the acquisition been completed as of the dates indicated above. The unaudited pro forma condensed combined balance sheet reflects the acquisition using the acquisition method as of September 30, 2011, and the unaudited pro forma condensed combined statements of income reflect the acquisition using the acquisition method as of January 1, 2010.

 

Pro forma adjustments to the balance sheet:

 

(a)          To record the cash portion of the purchase price paid to Adolor’s stockholders.

 

(b)         To record acquired inventory at fair value, an adjustment of approximately $39.5 million was required. This consists of $6.6 million related to amounts previously expensed by Adolor when inventory was in the development stage, and $32.9 million related to a fair value step-up. Inventory included in other long-term assets within the unaudited pro forma condensed combined balance sheet as of September 30, 2011, represents the amount of ENTEREG inventory that is in excess of the amount expected to be sold within one year:

 

 

 

(in thousands)

 

Inventory

 

$

4,566

 

Other assets

 

34,894

 

 

 

$

39,460

 

 

(c)          To record deferred tax assets and liabilities:

 

 

 

(in thousands)

 

Short-term deferred tax assets

 

$

12,401

 

 

 

 

 

Long-term deferred tax assets

 

$

42,312

 

Deferred tax liabilities

 

(108,078

)

Deferred tax liabilities, net

 

$

(65,766

)

 

The total deferred tax assets of $54.7 million are primarily related to federal NOL carryforwards of Adolor. The deferred tax liability of $108.1 million primarily relates to temporary differences with inventory, acquired IPR&D and intangible assets. Deferred tax assets and liabilities have been calculated using a statutory tax rate.

 

(d)         To record accrual of acquisition-related transaction costs and the associated tax impact.

 

(e)          To record acquired IPR&D and intangible assets related to ENTEREG and to eliminate Adolor’s previously recorded intangible asset related to ENTEREG:

 

 

 

(in thousands)

 

IPR&D

 

$

117,400

 

 

 

 

 

Other intangible assets - acquired

 

$

164,600

 

Other intangible assets - eliminated

 

(19,189

)

 

 

$

145,411

 

 

(f)            To reflect the portion of the total purchase price recorded to goodwill based on the estimated fair value of the total purchase price less the estimated fair values of identifiable tangible and intangible assets acquired and liabilities assumed.

 

(g)         To record fair value adjustments on short and long-term liabilities relating to the Glaxo deferred payment obligation assumed at the acquisition date.

 

(h)         To record the fair value of contingent consideration.

 

7



 

(i)    To eliminate Adolor’s balance of stockholders’ equity.

 

(j)    To eliminate Adolor’s accumulated deficit and to adjust Cubist’s accumulated deficit for the effect of accrued transaction costs related to the acquisition and the resulting tax impact (refer to Adjustment d):

 

 

 

(in thousands)

 

Adolor’s accumulated deficit - eliminated

 

$

530,418

 

Cubist’s accumulated deficit - adjustment

 

(10,165

)

 

 

$

520,253

 

 

Pro forma adjustments to the statements of income:

 

(k)   To record cost of product revenues for the inventory step-up and amortization of the intangible asset. Inventory step-up is recorded as cost of product revenues as the related inventory is sold. The intangible asset is amortized using the straight-line method over approximately nine years.

 

 

 

Nine Months Ended
September 30, 2011

 

Year Ended
December 31, 2010

 

 

 

(in thousands)

 

(in thousands)

 

Inventory step-up cost of product revenues

 

$

2,685

 

$

2,583

 

Intangible asset amortization

 

13,766

 

18,355

 

 

 

$

16,451

 

$

20,938

 

 

(l)    To give effect to the acquisition occurring on January 1, 2010, these adjustments eliminated Adolor’s interest income for the nine months ended September 30, 2011, and the year ended December 31, 2010, and reduced Cubist’s interest income by the interest earned in the periods presented on the $220.8 million upfront cash purchase price, net of cash acquired.

 

(m)  To record interest expense on deferred payment obligation payable to Glaxo assumed in the acquisition.

 

(n)   To adjust the income tax provision for the inclusion of Adolor’s operating results and the effect of pro forma adjustments for the nine months ended September 30, 2011, and the year ended December 31, 2010.

 

(o)   The pro forma combined basic and diluted earnings per share have been adjusted to reflect the pro forma combined net income for the periods presented. In addition, the diluted number of shares used in calculating the pro forma combined earnings per share for the nine months ended September 30, 2011, has been adjusted to remove the effects of Cubist’s 2.50% convertible senior notes due in 2017, as their inclusion would have been anti-dilutive.

 

8