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8-K/A - 8-K - ACORDA THERAPEUTICS INCreport_biotieamend.htm
Exhibit 99.3
ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Acorda Therapeutics, Inc. ("Acorda" or the "Company") and Biotie Therapies Oyj ("Biotie"), Turku, Finland, and presents the Company's pro forma financial position and results of operations resulting from the Company's acquisition of Biotie (the "Acquisition").
The unaudited pro forma condensed combined balance sheet as of March 31, 2016 (the "Pro Forma Balance Sheet") gives effect to the Acquisition as if it had occurred on March 31, 2016, combining the unaudited condensed consolidated balance sheet of Acorda at March 31, 2016 and the unaudited condensed consolidated balance sheet of Biotie at March 31, 2016.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015, and for the three months ended March 31, 2016 (the "Pro Forma Statements of Operations"), give effect to the Acquisition, as if it had occurred on January 1, 2015, combining the audited results of Acorda for the year ended December 31, 2015 and the audited results of Biotie for the year ended December 31, 2015, and combining the unaudited results of Acorda for the three months ended March 31, 2016 and the unaudited results of Biotie for the three months ended March 31, 2016.
The Pro Forma Statements of Operations and the Pro Forma Balance Sheet are hereafter collectively referred to as the "Pro Forma Financial Information."
The Pro Forma Financial Information has been adjusted to give effect to matters that are directly attributable to the Acquisition and factually supportable. In addition, the Pro Forma Statements of Operations have been adjusted to give effect to only those matters that are expected to have a continuing impact on the operating results of the Company. The pro forma adjustments and Pro Forma Financial Information included herein were prepared using the acquisition method of accounting for the business combination under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). The pro forma adjustments are based on preliminary estimates and certain assumptions that Acorda believes are reasonable under the circumstances. The fair value amounts assigned to the identifiable assets acquired and liabilities assumed is considered preliminary and subject to change once Acorda receives certain additional information it believes is necessary to finalize its fair value assessments and any changes to the fair values could be material. The Pro Forma Financial Information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities or revenue enhancements that may be realized subsequent to the Acquisition.
Acorda prepares its financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") with all amounts presented in U.S. dollars. Biotie prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS") and IFRIC Interpretations, as issued by the International Accounting Standards Board ("IASB") with all amounts presented in Euros. Adjustments made to align Biotie's financial information prepared under IFRS with Acorda's accounting policies and presentation under U.S. GAAP are described in Note 4, "IFRS to U.S. GAAP Reconciliation and Presentation Reclassifications." Amounts which reference the transfer of consideration are translated from Euro to U.S. dollar using the spot rate of $1.14 to €1.00.
The Pro Forma Financial Information is unaudited and does not purport to represent what Acorda's combined results of operations would have been if the Acquisition had occurred on January 1, 2015, or what those results will be for any future periods, or what Acorda's combined balance sheet would have been if the Acquisition had occurred on March 31, 2016.
The following information should be read in conjunction with the Pro Forma Financial Information:
·
The accompanying notes to the Pro Forma Financial Information;
·
The audited consolidated financial statements of Acorda included in our Annual Report on Form 10–K for the fiscal year ended December 31, 2015, and filed with the SEC on February 29, 2016;
Page 1 of 13

·
The historical unaudited consolidated financial statements of Acorda included in our Quarterly Report on Form 10–Q as of and for the three months ended March 31, 2016, and filed with the SEC on May 5, 2016;
·
The historical audited consolidated financial statements of Biotie for the year ended December 31, 2015, which were prepared in accordance with IFRS in EUR as the reporting currency, attached as Exhibit 99.1 to the Form 8–K/A; and
·
The historical unaudited interim condensed consolidated financial statements of Biotie as of and for the three months ended March 31, 2016 and for the three months ended March 31, 2015, prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as issued by the International Accounting Standards Board in EUR as the reporting currency, attached as Exhibit 99.2 to the Form 8–K/A.

Page 2 of 13


ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2016
(In thousands of U.S. dollars)

   
Historical
Acorda
as
Presented
   
Historical
Biotie
Adjusted for U.S.
GAAP and Reclassifications
   
Pro Forma
Adjustments
   
Note
   
Pro Forma
Combined
 
         
(Note 4)
                   
                               
Assets
                             
Current assets:
                             
Cash and cash equivalents
 
$
431,414
   
$
77,231
   
$
(351,449
)
   
5(a)
 
 
$
157,196
 
Restricted cash
   
190
     
-
     
-
             
190
 
Trade accounts receivable, net
   
41,623
     
680
     
-
             
42,303
 
Prepaid expenses
   
14,312
     
427
     
-
             
14,739
 
Finished goods inventory
   
39,667
     
-
     
-
             
39,667
 
Other current assets
   
17,075
     
742
     
-
             
17,817
 
Total current assets
   
544,281
     
79,080
     
(351,449
)
           
271,912
 
Property and equipment, net of accumulated depreciation
   
38,027
     
565
     
-
             
38,592
 
Goodwill
   
183,636
     
7,110
     
90,167
     
5(b)
 
   
280,913
 
Deferred tax asset
   
12,273
     
-
     
-
             
12,273
 
Intangible assets, net of accumulated amortization
   
430,491
     
57,930
     
267,570
     
5(b)
 
   
755,991
 
Non-current portion of deferred cost of license revenue
   
2,747
     
-
     
-
             
2,747
 
Other assets
   
239
     
4,393
     
-
             
4,632
 
Total assets
 
$
1,211,694
   
$
149,078
   
$
6,288
           
$
1,367,060
 
Liabilities and Stockholders' Equity
                                       
Current liabilities:
                                       
Accounts payable
 
$
21,355
   
$
1,619
   
$
-
           
$
22,974
 
Accrued expenses and other current liabilities
   
73,475
     
5,467
     
6,593
     
5(b)
 
   
103,828
 
                     
18,293
     
5(c)
 
       
Current portion of deferred license revenue
   
9,057
     
-
     
-
             
9,057
 
Current portion of convertible notes payable
   
1,117
     
-
     
-
             
1,117
 
Total current liabilities
   
105,004
     
7,086
     
24,886
             
136,976
 
Convertible senior notes (due 2021)
   
292,624
     
-
     
-
             
292,624
 
Acquired contingent consideration
   
69,700
     
-
     
-
             
69,700
 
Non-current portion of deferred license revenue
   
39,249
     
-
     
-
             
39,249
 
Deferred tax liability
   
12,146
     
-
     
89,038
     
5(b)
 
   
101,184
 
Other non-current liabilities
   
8,959
     
37,491
     
(10,667
)
   
5(b)
 
   
35,783
 
Commitments and contingencies
                                       
Stockholders' equity:
                                       
Total Acorda stockholders' equity
   
684,012
     
104,501
     
(122,794
)
   
5(d)
 
   
665,719
 
Noncontrolling interests
   
-
     
-
     
25,825
     
5(b)
 
   
25,825
 
Total stockholders' equity
   
684,012
     
104,501
     
(96,969
)
           
691,544
 
Total liabilities and stockholders' equity
 
$
1,211,694
   
$
149,078
   
$
6,288
           
$
1,367,060
 

See accompanying notes to the unaudited Pro Forma Financial Information
Page 3 of 13


ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2015
(In thousands of U.S. dollars, except per share data)
 
   
Historical
Acorda
as
Presented
   
Historical
Biotie
Adjusted for U.S.
GAAP and Reclassifications
   
Pro Forma
Adjustments
   
Note
   
Pro Forma
Combined
 
         
(Note 4)
                   
Revenues:
                             
Net product revenues 
 
$
466,111
   
$
-
   
$
-
         
$
466,111
 
Royalty revenues 
   
17,492
     
3,356
     
-
           
20,848
 
License revenue 
   
9,057
     
-
     
-
           
9,057
 
Milestone revenue 
   
-
     
791
     
-
           
791
 
Total net revenues 
   
492,660
     
4,147
     
-
           
496,807
 
                                       
Costs and expenses:
                                     
Cost of sales 
   
92,297
     
-
     
9,286
     
5(e)
 
   
101,583
 
Cost of license revenue 
   
634
     
-
     
-
             
634
 
Research and development 
   
149,209
     
28,162
     
(104
)
   
5(e)
 
   
177,267
 
Selling, general and administrative 
   
205,630
     
8,460
     
(855
)
   
5(e)
 
   
213,235
 
Changes in fair value of acquired contingent consideration
   
10,900
     
-
     
-
             
10,900
 
Total operating expenses 
   
458,670
     
36,622
     
8,327
             
503,619
 
Operating income (loss) 
   
33,990
     
(32,475
)
   
(8,327
)
           
(6,812
)
 Other income (expense), net:
                                       
 Interest and amortization of debt discount expense
   
(15,472
)
   
(747
)
   
(338
)
   
5(e)
 
   
(16,557
)
 Interest income
   
440
     
24
     
-
             
464
 
 Other income
   
411
     
1,803
     
-
             
2,214
 
 Total other income (expense), net
   
(14,621
)
   
1,080
     
(338
)
           
(13,879
)
 Income (loss) from Continuing Operations before taxes
   
19,369
     
(31,395
)
   
(8,665
)
           
(20,691
)
Benefit (provision) for income taxes
   
(8,311
)
   
-
     
(244
)
   
5(f)
 
   
(8,555
)
Income (loss) from Continuing Operations
   
11,058
     
(31,395
)
   
(8,909
)
           
(29,246
)
Less: Loss attributable to noncontrolling interests
   
-
     
2,149
     
610
     
5(g)
 
   
2,759
 
Income (loss) from Continuing Operations attributable to Acorda
 
$
11,058
   
$
(29,246
)
 
$
(8,299
)
         
$
(26,487
)
                                         
Earnings (loss) from Continuing Operation per common share attributable to Acorda
                                       
 Basic
 
$
0.26
                           
$
(0.63
)
 Diluted
 
$
0.25
                           
$
(0.63
)
Weighted average common shares of Acorda used in computing net income (loss) per share
                                       
 Basic
   
42,230
                             
42,230
 
 Diluted
   
43,621
                             
42,230
 
                                         

See accompanying notes to the unaudited Pro Forma Financial Information
Page 4 of 13


ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2016
(In thousands of U.S. dollars, except per share data)

   
Historical
Acorda
as
Presented
   
Historical
Biotie
Adjusted for U.S.
GAAP and Reclassifications
   
Pro Forma
Adjustments
   
Note
   
Pro Forma
Combined
 
         
(Note 4)
                   
Revenues:
                             
Net product revenues 
 
$
110,148
   
$
-
   
$
-
         
$
110,148
 
Royalty revenues 
   
3,492
     
840
     
-
           
4,332
 
License revenue 
   
2,264
     
-
     
-
           
2,264
 
Total net revenues 
   
115,904
     
840
     
-
           
116,744
 
                                       
Costs and expenses:
                                     
Cost of sales 
   
23,186
     
-
     
2,321
     
5(e)
 
   
25,507
 
Cost of license revenue 
   
159
     
-
     
-
             
159
 
Research and development 
   
44,570
     
6,080
     
(20
)
   
5(e)
 
   
50,630
 
Selling, general and administrative 
   
58,980
     
5,102
     
(7,859
)
   
5(e)
 
   
56,223
 
Changes in fair value of acquired contingent consideration
   
6,200
     
-
     
-
             
6,200
 
Total operating expenses 
   
133,095
     
11,182
     
(5,558
)
           
138,719
 
Operating income (loss) 
   
(17,191
)
   
(10,342
)
   
5,558
             
(21,975
)
 Other income (expense), net:
                                       
 Interest and amortization of debt discount expense
   
(3,723
)
   
(161
)
   
(87
)
   
5(e)
 
   
(3,971
)
 Interest income
   
215
     
29
     
-
             
244
 
 Other income (expense)
   
10,442
     
(2,167
)
   
(10,289
)
   
5(e)
 
   
(2,014
)
 Total other income (expense), net
   
6,934
     
(2,299
)
   
(10,376
)
           
(5,741
)
 Loss from Continuing Operations before taxes
   
(10,257
)
   
(12,641
)
   
(4,818
)
           
(27,716
)
Benefit (provision) for income taxes
   
9,737
     
-
     
3,730
     
5(f)
 
   
13,467
 
Loss from Continuing Operations
   
(520
)
   
(12,641
)
   
(1,088
)
           
(14,249
)
Less: Loss attributable to noncontrolling interests
   
-
     
865
     
75
     
5(g)
 
   
940
 
Loss from Continuing Operations attributable to Acorda
 
$
(520
)
 
$
(11,776
)
 
$
(1,013
)
         
$
(13,309
)
                                         
Loss from Continuing Operations per common share attributable to Acorda
                                       
 Basic
 
$
(0.01
)
                         
$
(0.30
)
 Diluted
 
$
(0.01
)
                         
$
(0.30
)
Weighted average common shares of Acorda used in computing net loss per share
                                       
 Basic
   
44,815
                             
44,815
 
 Diluted
   
44,815
                             
44,815
 
                                         

See accompanying notes to the unaudited Pro Forma Financial Information
Page 5 of 13


NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. Basis of Presentation
On March 11, 2016, Acorda Therapeutics, Inc. ("Acorda" or the "Company") commenced a voluntary public tender offer to purchase all of the issued and outstanding shares ("Shares"), American Depositary Shares ("ADSs"), stock options ("Option Rights"), share units ("Share Rights") and warrants ("Warrants") (collectively, the "Equity Interests") in Biotie Therapies Corp ("Biotie") that are not owned by Biotie or any of its subsidiaries (the "Tender Offer"). The initial acceptance period for the Tender Offer (the "Offer Period") expired on April 8, 2016.  The consideration offered by Acorda for all issued and outstanding Shares, ADSs, Option Rights, Share Rights and Warrants of Biotie in the Transaction was (i) EUR 0.2946 in cash per Share, (ii) EUR 23.5680 in cash per ADS, (iii) various prices for the Option Rights and Share Rights depending on their exercise price and (iv) EUR 0.1664 in cash per Warrant.
On April 18, 2016, the purchase of the Equity Interests tendered during the Offer Period closed. In accordance with the terms and conditions of the Tender Offer, the offer consideration was paid to the holders of Equity Interests who had validly accepted the Tender Offer by April 8, 2016, with Equity Interests denominated in U.S. dollars paid based on the European Central Bank EUR/USD spot rate of 1.1396 as of the close of business on April 12, 2016.
The Equity Interests purchased by Acorda represent approximately 93% of all the shares and votes in Biotie on a fully-diluted basis as defined in the terms and conditions of the Tender Offer (the "Acquisition").  On May 4, 2016, the Company acquired another approximately 4% of Biotie's fully diluted capital stock pursuant to a subsequent public offer to Biotie stockholders that did not tender their shares in the initial tender offer.  Accordingly, the Company currently owns approximately 96.77% of the fully diluted capital stock of Biotie.  The Company intends to acquire all remaining shares of Biotie capital stock that have not been tendered to the Company pursuant to compulsory redemption proceedings under Finnish law that the Company initiated in April 2016.  The Company expects to complete the acquisition of 100% of Biotie pursuant to these compulsory redemption proceedings in the second half of 2016.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of Acorda and Biotie. The acquisition method of accounting, based on ASC 805, uses the fair value concepts defined in ASC 820, "Fair Value Measurement" ("ASC 820"). The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the consolidated results.
ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under US GAAP, expands disclosures about fair value measurements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold and/or assets may be required to be valued at a fair value measurement that do not reflect management's intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
ASC 805 requires, among other things, that most assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date and that the fair value of acquired in-process research and development ("IPR&D") be recorded on the balance sheet.
The accompanying Pro Forma Balance Sheet as of March 31, 2016 gives effect to the Acquisition as if it had occurred on March 31, 2016, combining the unaudited balance sheet of Acorda and the unaudited balance sheet of Biotie as of March 31, 2016.
The accompanying Pro Forma Statements of Operations for the year ended December 31, 2015, and for the three months ended March 31, 2016, give effect to the Acquisition as if it had occurred on January 1,
Page 6 of 13


2015, combining the audited results of Acorda and Biotie for the year ended December 31, 2015, and combining the unaudited results of Acorda and Biotie for the three months ended March 31, 2016.
The period end exchange rate applicable to the purchase accounting adjustments and to Biotie for the Pro Forma Balance Sheet and the average exchange rate during the periods presented for the Pro Forma Statements of Operations are as follows:

 
  
 
USD/EUR
 
As of March 31, 2016
Period End Spot Rate
 
$
1.14
 
Year ended December 31, 2015
Average Spot Rate
 
$
1.11
 
Three months ended March 31, 2016
Average Spot Rate
 
$
1.10
 
 
The Pro Forma Financial Information is not intended to reflect the financial position or results of operations which would have actually resulted had the Acquisition been effected on the dates indicated. Further, the results of operations are not necessarily indicative of the results of operations that may be obtained in the future.

2. Summary of Significant Accounting Policies
Acquisition accounting rules require evaluation of certain assumptions, estimates or determination of financial statement classifications which are completed during the measurement period as defined in current accounting standards. Adjustments were made to: (i) convert the financial statements of Biotie from IFRS to US GAAP, (ii) conform to the Company's accounting policies and classifications, (iii) and translate the Euro amounts into U.S. dollars, as set out further in Note 4, "IFRS to U.S. GAAP Reconciliation and Presentation Reclassifications."  For the purposes of preparing this unaudited pro forma condensed combined financial information, management has prepared these adjustments based on a preliminary analysis of the adjustments required to convert Biotie's financial statements from IFRS to US GAAP. Apart from these adjustments, the accounting policies of Acorda may materially vary from those of Biotie. During the preparation of this unaudited pro forma condensed combined financial information, management has performed a preliminary analysis of Biotie's accounting policies. The Company's assessment is ongoing and, at the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments made herein, the Company is not aware of any other material differences. Accordingly, this unaudited pro forma condensed combined financial information assumes no other material differences in accounting policies between the two companies. Management will conduct a final review of Biotie's accounting policies in an effort to determine if additional differences in accounting policies and/or additional differences between IFRS and US GAAP require adjustment or reclassification of Biotie's results of operations or require reclassification of assets or liabilities to conform to Acorda's accounting policies and classifications, or US GAAP or other adjustments which may be required by acquisition accounting rules. As a result of that review, management may identify differences that, when conformed, could have a material impact on this unaudited pro forma condensed combined financial information.
3. Preliminary Purchase Price Allocation
The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary. An independent third-party appraiser assisted in performing a preliminary valuation. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of Biotie's tangible and identifiable intangible assets acquired and liabilities assumed. Such final adjustments or other increases or decreases to amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, may be material.
The following table summarizes the allocation of the purchase price as if the Acquisition had occurred on March 31, 2016 on the basis of a preliminary assessment of the fair values of the assets acquired and liabilities assumed reflecting a Euro to U.S. dollar using the spot exchange rate of $1.14 to €1.00:
Page 7 of 13



(In thousands)
 
Amount
 
Current assets
 
$
79,080
 
Other long-term assets
   
4,958
 
Intangible assets
   
325,500
 
Current liabilities
   
(13,679
)
Deferred taxes
   
(89,038
)
Other long-term liabilities
   
(26,824
)
Fair value of assets and liabilities acquired
 
 
279,997
 
Goodwill
   
97,277
 
Total purchase price
   
377,274
 
Less: Noncontrolling interests
   
(25,825
)
Purchase consideration on date of acquisition
 
$
351,449
 

The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The preliminary fair values of acquired intangible assets were determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. These preliminary fair values are subject to change as the Company obtains additional information finalizing these fair values and such changes to fair values could be material.
The fair values of Biotie's long-term financial liabilities are based on preliminary cash flow projections and other assumptions. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. These preliminary fair values are subject to change as the Company obtains additional information finalizing these fair values and such changes to fair values could be material.
The fair value of the deferred taxes are based on the book and tax basis differences of the fair value step-ups attributable to identifiable assets acquired at the applicable statutory rate. The statutory rate was based upon the jurisdictions of the identifiable intangible assets. This estimate of deferred income tax liabilities is preliminary and is subject to change based upon management's final determination of the fair values of the tangible and identifiable intangible assets acquired by jurisdiction.  Income tax rates do not take into account any possible future tax events or changes in planned structure for the combined company.
The fair value of the noncontrolling interests on the date of acquisition of $25.8 million was comprised of the fair value of Biotie's Equity Interests not acquired by Acorda. The fair value of the noncontrolling interest for Biotie's Equity Interest that was not acquired by Acorda was determined by a quoted market price that is considered to be a Level 1 input under the fair value measurements and disclosure guidance.
The excess of the purchase price and the noncontrolling interests over the acquired net assets has been allocated to goodwill.
Of the total $351.4 million acquisition date purchase price, $325.5 million has been allocated to definite- and indefinite-lived intangible assets acquired. Acquired intangible assets and their estimated useful lives consist of the following:

(In thousands)
Useful life
 
Amount
Currently marketed products
7 years
 
$
65,000
IPR&D
 
   
260,500
Total intangible assets acquired
 
 
$
325,500

The definite-lived intangible assets will be amortized on a straight line basis over the period in which the Company expects to receive economic benefit and will be reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable.
The fair value of IPR&D will be capitalized as of the acquisition date and subsequently accounted for as an indefinite-lived intangible asset until disposition of the asset or completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the completion of the acquisition, these assets will not be amortized into earnings; instead, these assets will
Page 8 of 13


be subject to periodic impairment testing. Upon successful completion of the development process for an acquired IPR&D project, determination as to the useful life of the asset will be made. The assets will then be considered definite-lived intangible assets and amortization of the assets into earnings would begin over the estimated useful life of the assets.

4. IFRS to U.S. GAAP Reconciliation and Presentation Reclassifications
The historical financial statements of Biotie are presented in Euros and have been prepared in accordance with IFRS as issued by the IASB. The Biotie unaudited financial information reflected in the pro forma financial information has been adjusted for the identified preliminary differences between IFRS and US GAAP and translated from the Euro amounts into U.S. dollars. In addition, certain balances were reclassified from the Biotie unaudited historical financial statements so that their presentation would be consistent with the Company's presentation. These adjustments and reclassifications are based on management's preliminary analysis. When management conducts a final review in an effort to determine whether additional differences in accounting policies require adjustment or reclassification of Biotie's results of operations or reclassification of assets or liabilities to conform to Acorda's accounting policies and classifications or are required by acquisition accounting rules, additional differences may be identified that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.
Unaudited Pro Forma Biotie Condensed Consolidated Balance Sheet
 
   
As of March 31, 2016
 
   
Under IFRS
In EUR *
   
Adjustments to Reconcile to U.S. GAAP and to conform to Acorda's presentation
In EUR
 
Ref.
 
Under
U.S. GAAP and conforming to Acorda's presentation
In EUR
   
Under
U.S. GAAP
In USD
 
(in thousands)
                         
Assets
                         
Current assets:
                         
Cash and cash equivalents
 
42,900
   
25,113
 
(b)
 
68,013
   
$
77,231
 
Short-term investments
   
25,113
     
(25,113
)
(b)
   
-
     
-
 
Trade accounts receivable, net
   
599
     
-
       
599
     
680
 
Prepaid expenses
   
376
     
-
       
376
     
427
 
Other current assets
   
653
     
-
       
653
     
742
 
Total current assets
   
69,641
     
-
       
69,641
     
79,080
 
Property and equipment, net of accumulated depreciation
   
498
     
-
       
498
     
565
 
Goodwill
   
6,261
     
-
       
6,261
     
7,110
 
Intangible assets, net of accumulated amortization
   
51,016
     
-
       
51,016
     
57,930
 
Other assets
   
3,869
     
-
       
3,869
     
4,393
 
Total assets
 
131,285
   
-
     
131,285
   
$
149,078
 
Liabilities and Stockholders' Equity
                                 
Current liabilities:
                                 
Accounts payable
 
1,426
   
-
     
1,426
   
$
1,619
 
Accrued expenses and other current liabilities
   
4,815
     
-
       
4,815
     
5,467
 
Total current liabilities
   
6,241
     
-
       
6,241
     
7,086
 
Non-current financial liabilities
   
20,690
     
(20,690
)
(b)
   
-
     
-
 
Other non-current liabilities
   
12,326
     
20,690
 
(b)
   
33,016
     
37,491
 
Commitments and contingencies
                                 
Stockholders' equity:
                                 
Equity attributable to Biotie shareholders
   
92,028
     
-
       
92,028
     
104,501
 
Total stockholders' equity
   
92,028
     
-
       
92,028
     
104,501
 
Total liabilities and stockholders' equity
 
131,285
   
-
     
131,285
   
$
149,078
 

*
Certain changes were made to align the presentation of Biotie's financial information with Acorda's presentation.

Page 9 of 13



Unaudited Pro Forma Biotie Condensed Consolidated Statement of Operations
 
   
For the year ended December 31, 2015
 
(in thousands)
 
Under IFRS
In EUR *
 
Adjustments to Reconcile to U.S. GAAP and to conform to Acorda's presentation
In EUR
 
Ref.
 
Under
U.S. GAAP and conforming to Acorda's presentation
In EUR
   
Under
U.S. GAAP
In USD
 
Revenues:
                       
Royalty revenues
 
3,023
 
-
     
3,023
   
$
3,356
 
Milestone revenue
   
713
   
-
       
713
     
791
 
Total net revenues
   
3,736
   
-
       
3,736
     
4,147
 
                                 
Costs and expenses:
                               
Research and development
   
25,864
   
(38
)
(a)
   
25,370
     
28,162
 
           
(456
)
(b)
               
Selling, general and administrative
   
7,755
   
(3
)
(a)
   
7,621
     
8,460
 
           
(131
)
(b)
               
Other operating income
   
(587
)
 
131
 
(b)
   
-
     
-
 
           
456
 
(b)
               
Total operating expenses
   
33,032
   
(41
)
     
32,991
     
36,622
 
Operating income (loss)
   
(29,296
)
 
41
       
(29,255
)
   
(32,475
)
Other income (expense), net:
                               
Interest and amortization
   
(673
)
 
-
       
(673
)
   
(747
)
Interest income
   
22
   
-
       
22
     
24
 
Other income
   
1,624
   
-
       
1,624
     
1,803
 
Total other income, net
   
973
   
-
       
973
     
1,080
 
Income (loss) before taxes
   
(28,323
)
 
41
       
(28,282
)
   
(31,395
)
Benefit (provision) for income taxes
   
-
   
-
       
-
     
-
 
Net income (loss)
 
(28,323
)
41
     
(28,282
)
 
$
(31,395
)
                                 

 *
Certain changes were made to align the presentation of Biotie's financial information with Acorda's presentation.
Page 10 of 13


Unaudited Pro Forma Biotie Condensed Consolidated Statement of Operations
 
   
For the three months ended March 31, 2016
 
(in thousands)
 
Under IFRS
In EUR *
   
Adjustments to Reconcile to U.S. GAAP and to conform to Acorda's presentation
In EUR
 
Ref.
 
Under
U.S. GAAP and conforming to Acorda's presentation
In EUR
   
Under
U.S. GAAP
In USD
 
Revenues:
                         
Royalty revenues
 
762
   
-
     
762
   
$
840
 
Total net revenues
   
762
     
-
       
762
     
840
 
                                   
Costs and expenses:
                                 
Research and development
   
5,620
     
(107
)
 (a)
   
5,513
     
6,080
 
Selling, general and administrative
   
4,762
     
(103
)
 (a)
   
4,626
     
5,102
 
             
(33
)
 (b)
               
Other operating income
   
(33
)
   
33
 
 (b)
   
-
     
-
 
Total operating expenses
   
10,349
     
(210
)
     
10,139
     
11,182
 
Operating income (loss)
   
(9,587
)
   
210
       
(9,377
)
   
(10,342
)
Other income (expense), net:
                                 
Interest and amortization
   
(146
)
   
-
       
(146
)
   
(161
)
Interest income
   
26
     
-
       
26
     
29
 
Other expense
   
(1,965
)
   
-
       
(1,965
)
   
(2,167
)
Total other expense, net
   
(2,085
)
   
-
       
(2,085
)
   
(2,299
)
Income (loss) before taxes
   
(11,672
)
   
210
       
(11,462
)
   
(12,641
)
Benefit (provision) for income taxes
   
-
     
-
       
-
     
-
 
Net income (loss)
 
(11,672
)
 
210
     
(11,462
)
 
$
(12,641
)
                                   
                                   

*
Certain changes were made to align the presentation of Biotie financial information with Acorda's presentation.

The following reclassifications and adjustments were made to reconcile Biotie's financial information, as reported under IFRS, with U.S. GAAP and to conform to Acorda's presentation:
 
(a)
There are differences between the accounting for the Biotie stock option plans under IFRS and U.S. GAAP related to the method of recognizing expense over the requisite service period. This adjustment represents the difference between the treatment under U.S. GAAP and IFRS.
 
(b)
There are differences between Biotie's historical reporting and the presentation in Acorda's financial statements. These reclassifications align Biotie's presentation with Acorda's presentation as follows:
 
Balance Sheet: reclassify (i) amounts held in money market funds from short-term investments to cash and cash equivalents and (ii) non-current financial liabilities to other non-current liabilities.

Statement of Operations: reclassify (i) grant income from other operating income to research and development expense and (ii) rental and sublease income from other operating income to selling, general, and administrative expense.
 
Page 11 of 13


5. Pro Forma Adjustments
The following pro forma adjustments were made to reflect the Acquisition and the combination of Acorda and Biotie:
 
(a)
Adjustment to reflect the $351.4 million of cash paid to holders of Biotie's Equity Interests for the Acquisition.
 
(b)
Fair value adjustments as a result of the purchase price allocation
 
 
       
(In thousands)
     
Goodwill
     
Reversal of Biotie's historical goodwill
 
$
(7,110
)
Goodwill recognized in the Acquisition
   
97,277
 
Total
 
$
90,167
 
         
Intangible Assets
       
Reversal of Biotie's historical intangible assets
 
$
(57,930
)
Acquired identifiable intangible assets
   
325,500
 
Total
 
$
267,570
 
         
Acquired deferred tax liabilities
 
$
89,038
 
         
Other non-current liabilities
       
Reversal of Biotie's historical non-current financial liabilities and accrued interest
 
$
(35,124
)
Acquired non-current liabilities – fair value
   
33,439
 
Deferred revenue - fair value adjustment
   
(2,271
)
Deferred rent – fair value adjustment
   
(118
)
Reclassification of other non-current liabilities to other current liabilities
   
(6,593
)
Total
 
$
(10,667
)
         
Noncontrolling interests – fair value adjustment
 
$
25,825
 

Noncontrolling Interests – represents the fair value of the Equity Interests that were not acquired as of the date of the Acquisition.

(c)
Adjustment to reflect for accrual of costs incurred subsequent to March 31, 2016 that directly related to the Acquisition.
 

(In thousands)
   
Transaction costs incurred in connection with the Acquisition
 
$
12,570
Biotie employee change of control bonuses
   
5,723
Total
 
$
18,293
       
Page 12 of 13


 
Transaction costs – represent $5.8 million and $6.8 million in costs paid by Acorda and Biotie, respectively, that were incurred subsequent to March 31, 2016.
Biotie employee change of control bonuses – represents cash bonus payments for Biotie employees that were triggered upon the Acquisition.
 
(d)
Stockholders' Equity
 
(In thousands)
     
Elimination of Biotie historical shareholders' equity
 
$
(104,501
)
Accrual of transaction costs incurred subsequent to March 31, 2016
   
(12,570
)
Accrual of change of control cash bonus paid to Biotie employees subsequent to March 31, 2016
   
(5,723
)
Total
 
$
(122,794
)
 
(e)
Operating Expenses
 
(In thousands)
 
Year Ended
December 31, 2015
   
Three Months Ended
March 31, 2016
 
Cost of sales
           
Amortization of acquired intangible assets
   
9,286
     
2,321
 
                 
Research and development
               
Reversal of Biotie's historical intangible amortization expense
   
(104
)
   
(20
)
                 
Selling, general and administrative
               
Reversal of transaction costs incurred and included in the statement of operations
   
(855
)
   
(7,859
)
                 
Other Income (Expense), Net
               
Reversal of Acorda's unrealized gain on foreign currency options
   
-
     
(10,289
)
                 
Interest Expense
               
Amortization of the fair value adjustment on non-current liabilities
   
338
     
87
 
 
Foreign currency options – represents the reversal of the unrealized gain on the foreign currency options entered into by Acorda to limit its exposure to fluctuations in exchange rates between the U.S. dollar and the Euro until the Acquisition was completed.

(f)
Adjustment to reflect the income tax impact of the pro forma adjustments related to the Acquisition using the applicable effective income tax rates. Income tax rates do not take into account any possible future tax events or changes in planned structure for the combined company.
 
(g)
Adjustment to reflect the net loss attributable to the noncontrolling interest resulting from the Acquisition.
 
 
Page 13 of 13