CNTO filed an 8-K this morning, with the pro forma results of RETAVASE:
CENTOCOR, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, 1997
-----------------------------------------
CENTOCOR, INC. PRO FORMA
HISTORICAL ADJUSTMENTS AS ADJUSTED
-------------- ----------- -----------
Revenues:
Sales........................... $196,354 $44,800 (1) $241,154
Contracts....................... 4,430 -- 4,430
-------- -------- --------
200,784 44,800 245,584
Costs and Expenses:
Costs of sales.................. 77,958 5,400 (2) 83,358
Research and development........ 68,623 3,900 (3) 72,523
Marketing, general and
administrative................. 40,917 59,600 (4) 100,517
-------- -------- --------
187,498 68,900 256,398
Other income (expenses):
Interest income................. 9,607 -- 9,607
Interest expense................ (3,938) (21,000)(5) (24,938)
Loss on sale of facility and
related business............... (4,565) -- (4,565)
Other........................... (3,260) -- (3,260)
-------- -------- --------
(2,156) (21,000) (23,156)
-------- -------- --------
Net income (loss)................. $ 11,130 $(45,100) $(33,970)
======== ======== ========
Basic earnings (loss) per share... $ 0.16 $ (0.49)
======== ========
Diluted earnings (loss) per
share............................ $ 0.16 $ (0.49)
======== ========
Weighted average number of shares
outstanding...................... 69,809 69,809
======== ========
Weighted average common and
dilutive equivalent shares
outstanding...................... 71,770 69,809 (6)
======== ========
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(1) Based on historical sales information for 1997.
(2) Based on (i) the pricing structure in the supply agreement to be entered
into by Centocor and Boehringer Mannheim and (ii) royalty agreements
currently in place with respect to the product.
(3) Based on estimated increases in costs associated with additional quality
assurance and regulatory personnel.
(4) Adjustments to marketing, general and administrative expenses reflect the
following:
(i) $21,700 represents the estimated increase in product salesforce and
related costs.
(ii) $17,000 represents 1997 historic external marketing and promotional
costs.
(iii) $13,300 represents (a) increased amortization expense related to
$176,500 of intangible assets acquired (based on the product purchase
price of $335,000 less the $20,000 escrow deposit less an estimated
one time charge for in-process research and development of $138,500
and an average useful life of fifteen years) and (b) amortization of
$10,500 in assumed debt issuance costs over 7 years.
(iv) $6,100 represents estimated 1997 expenses based on the co-promotional
agreement currently in place with DuPont Merck.
(v) $1,500 represents estimated 1997 expenditures related to patent
litigation.
(5) Represents interest expense on $350,000 of convertible subordinated
debentures at an assumed interest rate of 6%; does not reflect any interest
expense that would be incurred upon exercise of any over-allotment option.
(6) The as adjusted share amount does not assume the exercise of stock options
or warrants as their effect would be antidilutive.
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