<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 15, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
WARNER CHILCOTT PUBLIC LIMITED COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
IRELAND 005-52501 NOT APPLICABLE
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) NUMBER) IDENTIFICATION NO.)
LINCOLN HOUSE, LINCOLN PLACE,
DUBLIN 2,IRELAND
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
353-1-662-4962
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
<PAGE> 2
FORM 8-K/A
This Form 8-K/A amends the Current Report on Form 8-K of Warner
Chilcott, plc (the "Registrant") previously filed with the Securities and
Exchange Commission on February 28, 2000, to update Item 2 to report the
adjustment of the price paid to acquire three branded pharmaceutical products
from Bristol-Myers Squibb Company, Estrace(R) cream, Ovcon(R) 35 and Ovcon(R) 50
(the "Acquired Products"), and to file the financial statements and pro forma
financial information required by Item 7 of Form 8-K.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, as of February 15, 2000, Warner Chilcott, Inc.,
a wholly owned subsidiary of the Registrant, acquired three branded
pharmaceutical products from Bristol-Myers Squibb Company pursuant to an Asset
Purchase Agreement dated January 26, 2000. The initial purchase price of $180.0
million was financed through an offering of $200.0 million aggregate principal
amount of 12 5/8% senior notes issued by Warner Chilcott, Inc. under Rule 144A
of the Securities Act of 1993, as amended, and guaranteed by the Registrant. The
purchase price for the Acquired Products was subject to adjustment based upon
estimates of the amount of inventory of the Acquired Products held by
wholesalers and distributors as of January 31, 2000. Under terms of the Asset
Purchase Agreement, the purchase price for the Acquired Products was reduced by
$4.9 million dollars and on April 13, 2000 Warner Chilcott, Inc. received
payment of such amount.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired
Filed herewith as a part of this report are the audited statements of
net sales and product contribution for Estrace(R) cream, Ovcon(R) 35 and
Ovcon(R) 50, for each of the three years ended December 31, 1997, 1998 and 1999
and the report of KPMG LLP, independent certified public accountants for the
Registrant, thereon and with the notes thereto.
(b) Pro forma financial information
The following unaudited pro forma consolidated financial statements are
attached hereto:
a. Unaudited pro forma consolidated balance sheet as of
December 31, 1999 and notes thereto
b. Unaudited pro forma consolidated statement of
operations for the year ended December 31, 1999 and
notes thereto
(c) Exhibits
The following exhibits are filed pursuant to Item 601 of
Regulation S-K:
23.1 Consent of KPMG LLP
10.1* Asset Purchase Agreement dated as of January 26,
2000, between Bristol-Myers Squibb Company and Warner
Chilcott, Inc. (Previously filed by the Registrant on
its Report on Form 8-K filed February 28, 2000, as
amended by this Form 8-K/A.)
10.2* Estrace Transitional Support and Supply Agreement
dated as of January 26, 2000, between Westwood-Squibb
Pharmaceuticals, Inc. and Warner Chilcott, Inc.
(Previously filed by the Registrant on its Report on
Form 8-K filed February 28, 2000, as amended by this
Form 8-K/A.)
10.3* Ovcon Transitional Support and Supply Agreement dated
as of January 26, 2000, between Bristol-Myers Squibb
Laboratories Company and Warner Chilcott, Inc.
(Previously filed by the Registrant on its Report on
Form 8-K filed February 28, 2000, as amended by this
Form 8-K/A.)
99.1 Press release of Warner Chilcott, plc dated February
14, 2000. (Previously filed by the Registrant on
its Report on Form 8-K filed February 28, 2000, as
amended by this Form 8-K/A.)
<PAGE> 3
99.2 Press release of Warner Chilcott, plc dated February
16, 2000. (Previously filed by the Registrant on its
Report on Form 8-K filed February 28, 2000 as amended
by this Form 8-K/A.)
* Confidential material has been omitted from this exhibit and will be
filled separately with the SEC pursuant to a request for confidential
treatment.
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Warner Chilcott Public Limited Company:
We have audited the accompanying historical statements of net sales and product
contribution for the years ended December 31, 1999, 1998 and 1997, of the Ovcon
and Estrace Cream product lines (the Products) of Apothecon, a subsidiary of
Bristol-Myers Squibb Company. These historical statements are the responsibility
of Apothecon's management. Our responsibility is to express an opinion on
these historical statements based on our audits.
We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the historical statements of net
sales and product contribution are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in these historical statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the historical statements. We believe
that our audits provide a reasonable basis for our opinion.
As described in note 2, the accompanying historical statements of net sales and
product contribution attributable to the Products are not intended to be a
complete presentation of the Ovcon and Estrace Cream product lines' financial
position or results of operations.
In our opinion, the historical statements referred to above present fairly, in
all material respects, the net sales and product contribution of the Products as
described in note 2 for the years ended December 31, 1999, 1998 and 1997, in
conformity with United States generally accepted accounting principles.
/s/ KPMG LLP
Short Hills, New Jersey
March 31, 2000
<PAGE> 5
OVCON AND ESTRACE CREAM PRODUCTS OF APOTHECON
(A SUBSIDIARY OF BRISTOL-MYERS SQUIBB COMPANY)
HISTORICAL STATEMENTS OF NET SALES AND PRODUCT CONTRIBUTION
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net sales $ 49,998 $ 68,696 $ 62,225
Cost of goods sold 2,613 4,173 2,889
Distribution 613 728 606
Marketing 1,861 837 842
Promotion 1,314 588 631
-------- -------- ---------
Product contribution $ 43,597 $ 62,370 $ 57,257
======== ======== =========
</TABLE>
See accompanying notes to historical statements of net sales and product
contribution.
<PAGE> 6
OVCON AND ESTRACE CREAM PRODUCTS OF APOTHECON
(A Subsidiary of Bristol-Myers Squibb Company)
Notes to the Historical Statements of Net Sales and Product Contribution
December 31, 1999, 1998 and 1997
(In Thousands)
(1) DESCRIPTION OF BUSINESS
Ovcon and Estrace Cream (the Products) were manufactured and marketed by
Apothecon, a subsidiary of Bristol-Myers Squibb Company (BMS). Ovcon is
an oral contraceptive and is indicated for the prevention of pregnancy.
Estrace Cream is a hormone replacement vaginal cream. The Products are
sold primarily through distributors in the United States. The Products
were acquired by Warner Chilcott Public Limited Company (WC) on February
15, 2000.
(2) BASIS OF PRESENTATION
The accompanying historical statements present the combined net sales and
product contribution of the Products. These historical statements include
all the adjustments necessary for a fair presentation of the net sales
and product contribution of the Products. These historical statements set
forth the net sales and operational expenses attributable to the Products
and do not purport to represent all of the costs, expenses and resultant
operating earnings or complete financial statements associated with a
stand alone, separate entity.
The statements of net sales and product contribution include amounts
attributable to the manufacture, distribution, marketing and promotion of
the Products. Net sales include gross sales less product specific sales
returns, cash discounts, government rebates, and certain other customer
discounts.
Inventories are valued at average cost, not in excess of market value.
In January 1999, BMS entered into a co-promotion agreement with WC to
expand promotion of the Products to physicians. Costs associated with
this agreement were $716 in 1999 and are classified in marketing expense.
(3) NET SALES
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Gross sales $ 57,171 $ 75,348 $ 70,284
Returns 3,384 3,137 4,977
Cash discounts 1,279 1,679 1,472
Government rebates 482 709 540
Other customer discounts 2,028 1,127 1,070
-------- -------- --------
Net sales $ 49,998 $ 68,696 $ 62,225
======== ======== ========
</TABLE>
<PAGE> 7
OVCON AND ESTRACE CREAM PRODUCTS OF APOTHECON
(A Subsidiary of Bristol-Myers Squibb Company)
Notes to the Historical Statements of Net Sales and Product Contribution
December 31, 1999, 1998 and 1997
(In Thousands)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------
1999 1998 1997
---- ---- ----
Net sales:
<S> <C> <C> <C>
Ovcon $ 28,566 $ 48,394 $ 47,852
Estrace Cream 21,432 20,302 14,373
-------- -------- --------
$ 49,998 $ 68,696 $ 62,225
======== ======== ========
Product contribution:
Ovcon $ 24,982 $ 43,519 $ 43,699
Estrace Cream 18,615 18,851 13,558
-------- -------- --------
$ 43,597 $ 62,370 $ 57,257
======== ======== ========
</TABLE>
Sales are recorded when goods are shipped. Returns in 1997 include a voluntary
recall relating to Ovcon packaging.
There were four customers individually accounting for more than 10% of the
Products' gross sales in all years presented. In the aggregate these customers
accounted for approximately 65% - 85% of total gross sales.
<PAGE> 8
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma consolidated financial information of
Warner Chilcott Public Limited Company ("Warner Chilcott") is based on the
historical consolidated financial statements of Warner Chilcott, adjusted to
give pro forma effect to the following, which we collectively refer to as the
"transactions": (1) the acquisition of the three branded pharmaceutical products
from Bristol-Myers Squibb ("BMS") for $175.1 million, (2) the issuance of $200.0
million face amount of 12 5/8% senior notes at a discount of $3.7 million to
yield 13.0% (the "Notes"), (3) the repayment of amounts outstanding under our
prior working capital facility, (4) the redemption of our remaining senior
subordinated discount notes due 2001, and (5) the closing of a new senior credit
facility.
The unaudited pro forma consolidated balance sheet as of December 31,
1999 gives effect to the transactions as if they had occurred on December 31,
1999. The unaudited pro forma consolidated statement of operations for the year
ended December 31, 1999 gives effect to the transactions as if they had occurred
on January 1, 1999. The unaudited pro forma adjustments are based upon available
information and certain assumptions that we believe are reasonable under the
circumstances. The unaudited pro forma consolidated financial statements do not
purport to represent what Warner Chilcott's results of operations or financial
condition would actually have been had the transactions occurred on such dates,
nor do they purport to project Warner Chilcott's results of operations or
financial condition for any future period or date. The information set forth
below should be read together with the special purpose financial statements of
net sales and product contribution of the three branded pharmaceutical products
which we acquired from BMS included elsewhere in this Form 8-K/A and Warner
Chilcott's consolidated financial statements filed on Form 10-K with the SEC.
The acquisition of the branded pharmaceutical products from BMS was
accounted for as a purchase. Under purchase accounting, the total purchase price
is allocated to the tangible and intangible assets acquired based upon their
respective fair values as of the purchase date in accordance with Accounting
Principles Board Opinion No. 16. The allocation of the purchase price for the
branded pharmaceutical products from BMS resulted in an allocation of $168.0
million to the products and $7.1 million to goodwill as there were no tangible
assets acquired. The accompanying unaudited pro forma consolidated financial
statements are based on this allocation.
<PAGE> 9
WARNER CHILCOTT PUBLIC LIMITED COMPANY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
WARNER PRO FORMA
CHILCOTT ADJUSTMENTS PRO FORMA
------ ----------- ---------
ASSETS
Current Assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 50,954 $ (9,815) (1) $ 41,139
Accounts receivable 11,526 11,526
Inventories 4,025 4,025
Prepaid expense and other assets 915 915
--------- ---------
Total current assets 67,420 57,605
--------- ---------
Fixed Assets:
Equipment, furniture and fixtures 1,177 1,177
Intangible assets 63,658 175,054 (2) 238,712
Deferred financing costs 207 7,793 (3) 8,000
--------- ---------
Total assets $ 132,462 $ 305,494
========= =========
LIABILITIES
Current Liabilities:
Accounts payable $ 3,204 $ 3,204
Accrued liabilities 7,438 7,438
Due to Elan Corporation, plc and subsidiaries 262 262
--------- ---------
Total current liabilities 10,904 10,904
--------- ---------
Other Liabilities:
Working capital facility 12,098 (12,098) (4) -
Senior Subordinated Discount Notes Due 2001 10,476 (10,476) (4) -
Senior Subordinated Notes Due 2010 - 196,337 (4) 196,337
--------- ---------
Total long-term debt 22,574 196,337
--------- ---------
Total liabilities 33,478 207,241
--------- ---------
SHAREHOLDERS' EQUITY
Ordinary Shares, par value $.05 per share; 50,000,000
shares authorized, 12,377,034 shares issued and
outstanding at December 31, 1999 619 619
Deferred Shares, par value IR pound sterling 1 per share; 30,000
shares authorized, 30,000 shares issued and outstanding
at December 31, 1999 45 45
Additional paid-in capital 209,062 209,062
Accumulated deficit (110,279) (731) (5) (111,010)
Deferred compensation (463) (463)
--------- ---------
Total shareholders' equity 98,984 98,253
--------- ---------
Total liabilities and shareholders' equity $ 132,462 $ 305,494
========= =========
</TABLE>
See accompanying notes to unaudited pro forma consolidated balance sheet.
<PAGE> 10
WARNER CHILCOTT PUBLIC LIMITED COMPANY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<S> <C>
(1) Cash and cash equivalents - to reflect adjustments to record the following:
To record the proceeds from the issuance of the Notes........................... $ 196,337
To record the payment for the acquisition of the branded
pharmaceutical products from BMS................................... (175,054)
To record the repayment of amounts outstanding under the prior credit facility . (12,098)
To record the redemption of outstanding senior subordinated discount notes...... (10,476)
To record the payment of the prepayment penalty on outstanding senior
subordinated discount notes ....................................... (524)
To record the payment of transaction fees associated with the issuance
of the Notes and the new senior credit facility ................... (8,000)
---------
Total.................................................................. $ (9,815)
(2) Intangible assets --- to reflect an adjustment to record the intangible assets
associated with the acquisition of the three branded pharmaceutical
products from BMS.............................................................. $ 175,054
(3) Deferred financing costs --- to reflect adjustments to record the following:
Deferred financing costs related to the issuance of the
Notes and the new senior credit facility ...................................... $ 8,000
To eliminate unamortized deferred financing costs related to the prior credit
facility ...................................................................... (114)
To eliminate unamortized deferred financing costs related to the
outstanding senior subordinated discount notes ................................ (93)
---------
Total.................................................................. $ 7,793
(4) Other Liabilities - to reflect adjustments to record the following:
To record the repayment of amounts outstanding under the prior credit
facility ..................................................................... $ (12,098)
To record the repayment of outstanding senior subordinated discount notes ....... (10,476)
To record the issuance of the Notes, net of $3,663 of discount................... 196,337
(5) Accumulated deficit --- to reflect adjustments to record the following:
To record the write-off of the unamortized deferred financing costs
from the prior credit facility................................................ $ (114)
To record the write-of the unamortized deferred financing costs
from outstanding senior subordinated discount notes ........................... (93)
To record the prepayment penalty associated with the retirement of
the outstanding senior subordinated discount notes ............................ (524)
---------
Total ...................................................................... $ (731)
=========
</TABLE>
<PAGE> 11
WARNER CHILCOTT PUBLIC LIMITED COMPANY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
WARNER PRO FORMA
CHILCOTT BMS PRODUCTS (1) ADJUSTMENTS PRO FORMA
-------- --------------- ------------ ---------
REVENUES
<S> <C> <C> <C> <C>
Branded product sales $ 34,813 $ 49,998 $ - $ 84,811
Generic product sales 13,767 - - 13,767
Marketing alliance and other revenue 25,455 - - (3) 25,455
---------- ----------- ----------- ----------
Total revenues 74,035 49,998 - 124,033
---------- ----------- ----------- ----------
OPERATING EXPENSES
Cost of goods sold 27,704 2,613 (713) (2) 29,604
Selling, general and administrative 46,409 3,788 - (3) 50,197
Depreciation and amortization 5,520 - 8,753 (4) 14,273
Research and development 3,100 - - 3,100
---------- ----------- ----------- ----------
Total operating expenses 82,733 6,401 8,040 97,174
---------- ----------- ----------- ----------
OPERATING INCOME (LOSS) (8,698) 43,597 (8,040) 26,859
---------- ----------- ----------- ----------
OTHER INCOME (EXPENSE)
Interest income 2,264 - (460) (5) 1,804
Interest expense (3,011) - (23,559) (6) (26,570)
Gain on sale of assets 2,744 - - 2,744
---------- ----------- ----------- ----------
Total other income (expense) 1,997 - (24,019) (22,022)
---------- ----------- ----------- ----------
INCOME (LOSS) BEFORE TAXES (6,701) 43,597 (32,059) 4,837
---------- ----------- ----------- ----------
Income taxes - - - (7) -
---------- ----------- ----------- ----------
INCOME (LOSS) BEFORE NON-RECURRING CHARGES DIRECTLY $ (6,701) $ 43,597 $ (32,059) $ 4,837
RELATED TO THE TRANSACTIONS(8) ========== =========== =========== ==========
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING
Basic 12,367,706 12,367,706
========== ==========
Diluted 12,460,649
==========
INCOME (LOSS) BEFORE NON-RECURRING CHARGES DIRECTLY
RELATED TO THE TRANSACTIONS PER ORDINARY SHARE(8)
Basic $ (0.54) $ 0.39
========== ==========
Diluted $ 0.39
==========
</TABLE>
See accompanying notes to unaudited pro forma consolidated statement of
operations.
<PAGE> 12
WARNER CHILCOTT PUBLIC LIMITED COMPANY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
The unaudited pro forma consolidated financial information is based on the
historical financial statements of Warner Chilcott Public Limited Company
(''Warner Chilcott''), adjusted to give pro forma effect to the acquisition of
the three branded pharmaceutical products from Bristol-Myers Squibb (''BMS''),
issuance of the Notes, the repayment of amounts outstanding under our prior
working capital facility, the redemption of our remaining outstanding senior
subordinated discount notes due 2001 and the closing of a new senior credit
facility.
The unaudited pro forma consolidated statement of operations for the year ended
December 31, 1999 gives effect to the above as if they had occurred on January
1, 1999. The unaudited pro forma adjustments set forth below are based upon
available information and assumptions that Warner Chilcott believes are
reasonable under the circumstances. The unaudited pro forma consolidated
statement of operations does not purport to project Warner Chilcott's operating
results of operations for any future period. The statement of operations does
not include the impact of any non-recurring charges related to the transactions,
including those described in note (5) of the notes to the unaudited pro forma
consolidated balance sheet. The information set forth below should be read
together with Warner Chilcott's consolidated financial statements and related
notes and the special purpose historical statements of net sales and product
contribution of the branded pharmaceutical products which were acquired from
BMS.
(1) Represents the historical results of the three branded pharmaceutical
products acquired from BMS. See the special purpose historical statements
of net sales and product contribution and the related notes.
(2) Adjustments to reduce cost of goods sold as reported by BMS in the
special purpose historical statements of net sales and product
contribution under U.S. generally accepted accounting principles to
amounts that Warner Chilcott would have paid for product purchases under
the 10 year supply agreement with BMS. The method of determining Warner
Chilcott's cost of product under the supply agreement excludes certain
indirect costs that were captured by BMS in cost of goods sold under
generally accepted accounting principles. Warner Chilcott's cost of goods
sold under generally accepted accounting principles will be a function of
its cost of product purchases from BMS under the supply agreement.
(3) During the year ended December 31, 1999, BMS did not use either its sales
force or a contract sales organization (other than Warner Chilcott) to
promote Estrace(R) cream or the Ovcon(R) products. Accordingly, no
amounts for field selling expenses were included in the special purpose
historical statements of net sales and profit contribution during those
periods. During the period from March 1999 to December 1999, Warner
Chilcott promoted two of the three acquired products, Estrace(R)
cream and Ovcon(R) 35, under a promotion agreement with BMS. Warner
Chilcott's cost of promoting the products under the agreement were
limited to the allocation of a portion of its sales force's capacity. All
other expenses, including the costs of distribution, administration,
samples and other promotional material and activities, were borne by BMS
and are captured in selling, general and administrative expense in the
special purpose statements of profit contribution. For the year ended
December 31,1999 Warner Chilcott did not recognize any marketing alliance
revenue related to its promotion of Estrace(R) cream and Ovcon(R)35.
The amounts reported by BMS under selling, general and administrative
expense in the special purpose historical statements of net sales and
product contribution include actual amounts spent on promotional
activities and allocations for marketing, distribution and freight
costs,including, in 1999 certain costs incurred under the Warner Chilcott
co-promotion agreement. Warner Chilcott has determined that its costs to
perform each of these functions would have approximated those reported by
BMS. Accordingly, no adjustment was made to increase or decrease selling,
general and administrative expense to compute the pro forma amounts.
(4) Represents the amortization of the intangible assets associated with the
three branded products. Our allocation of the $175.1 million purchase
price for the three branded products is as follows: $168.0 million to the
products (trade names, regulatory files, general know-how) and $7.1
million to goodwill, both to be amortized over 20 years.
<PAGE> 13
WARNER CHILCOTT PUBLIC LIMITED COMPANY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
--------------
(in thousands)
Amortization of:
<S> <C>
Acquired products (20 years)......................... $8,400
Goodwill (20 years).................................. 353
------
$8,753
</TABLE>
(5) Reflects a reduction in pro forma interest income attributable to a $9.8
million reduction in the amount of cash available for investment at an
assumed investment rate of 4.7% based on Warner Chilcott's historical
returns on invested funds. The reduction in interest income follows:
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
--------------
(in thousands)
<S> <C>
Decrease in interest income ......................... ($460)
</TABLE>
(6) Adjustments to reflect the increase in interest expense resulting from
the issuance of the 12 5/8% Notes, amortization of the related debt
discount and deferred financing costs, the availability fee of .375% on
our new $10.0 million senior secured credit facility and the repayment of
all other indebtedness including the senior subordinated notes due 2001
and amounts outstanding under our prior working capital facility.
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
--------------
(in thousands)
<S> <C>
Issuance of $200 million of Notes
at 12 5/8%...................................... $(25,250)
Amortization of debt discount........................ (283)
Amortization of deferred financing costs............. (1,000)
Availability fee under new credit facility........... (37)
Interest on repaid debt.............................. 3,011
--------
$(23,559)
</TABLE>
(7) No adjustment has been made to recognize income tax expense in preparing
the pro forma statements. As of December 31, 1999, Warner Chilcott had
net operating loss carryforwards of $62.0 million for U.S. federal income
tax purposes and $40.0 million for state income tax purposes. The pro
forma financial statements assume that the pre-tax pro forma income would
be offset by the utilization of these tax losses. A description of the
statutory tax rates to be
<PAGE> 14
WARNER CHILCOTT PUBLIC LIMITED COMPANY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
incurred assuming the utilization of the net operating loss
carryforwards is provided below:
<TABLE>
<S> <C>
U.S. federal statutory rate.......................... 35.0%
State taxes, net of federal benefit.................. 5.0%
Utilization of tax loss carryforwards................ (40.0%)
-------
Pro forma tax rate.......................... 0.0%
</TABLE>
Once Warner Chilcott's net operating loss carryforwards are fully
utilized for financial reporting purposes, we will be required to
recognize income tax expense at our then current effective tax rate. Due
to IRS rules, the tax deductibility of some interest expense on the Notes
may be deferred.
(8) Before non-recurring charges directly related to the transactions as
described in note (5) to the notes to the unaudited pro forma
consolidated balance sheet.
<PAGE> 15
SIGNATURES
PURSUANT TO THE REQUIREMENTS THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, HEREUNTO DULY AUTHORIZED.
WARNER CHILCOTT PUBLIC LIMITED COMPANY
Date April 21, 2000 By: /s/ PAUL S. HERENDEEN
---------------------------------------
Paul S. Herendeen
Executive Vice President and Chief
Financial Officer
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Warner Chilcott Public Limited Company
We consent to the inclusion of our report dated March 31, 2000 with respect
to the historical statements of net sales and product contribution of the Ovcon
and Estrace cream product lines of Apothecon, a subsidiary of Bristol-Myers
Squibb Company for the years ended December 31, 1999, 1998 and 1997 which report
appears in the Form 8-K/A of Warner Chilcott Public Limited Company dated April
21, 2000.
/s/ KPMP LLP
Short Hills, New Jersey
April 21, 2000
