SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 15, 2001
BENTLEY PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-10581 59-1513162
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
65 Lafayette Road, Third Floor, North Hampton, New Hampshire 03862
(Address of Principal Executive Offices) (Zip Code)
(603) 964-8006
(Registrant's Telephone Number, Including Area Code)
The Registrant hereby amends Item 7 of its Current Report on Form 8-K dated
February 15, 2001, as set forth below:
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma information.
The following unaudited pro forma condensed consolidated financial
statements are filed with this Report:
Pro Forma Condensed Consolidated Balance Sheet
as of December 31, 2000 (Unaudited) Page F-1
Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2000 (Unaudited) Page F-2
The unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31,
2000 reflects the financial position of the Registrant after giving effect to
the disposition of the drug license, Controlvas(R), as discussed in Item 2 of
the Form 8-K dated February 15, 2001 and assumes the disposition was consummated
on December 31, 2000.
The unaudited Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 2000 assumes that the disposition was consummated on
January 1, 2000 and is based on the operations of the Registrant for the year
ended December 31, 2000.
The unaudited pro forma condensed consolidated financial statements have been
prepared based upon assumptions and events that the Registrant considers to be
directly related to the transaction, factually supportable and reasonable. The
unaudited pro forma condensed consolidated financial statements presented herein
are for illustrative purposes only and are not necessarily indicative of the
future financial position or future results of operations of the Registrant, or
of the financial position or results of operations of the Registrant that would
have actually occurred had the transaction been in effect as of the date or for
the periods presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of the Registrant.
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BENTLEY PHARMACETICALS, INC.
By: /s/ Michael D. Price
---------------------------------------
Michael D. Price
Vice President and Chief Financial Officer
Date: April 25, 2001
3
PRO FORMA FINANCIAL INFORMATION
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2000
(UNAUDITED)
(In thousands of dollars)
---------------------------------
ADJUST- PRO
HISTORICAL MENTS (a) FORMA
---------- -------- -----
ASSETS
Current assets:
Cash and cash equivalents $ 4,816 $ 2,495 (b) $ 7,311
Receivables, net 5,135 - 5,135
Other current assets, net 3,153 (851)(c) 2,302
-------- -------- --------
Total current assets 13,104 1,644 14,748
-------- -------- --------
Non-current assets:
Fixed assets, net 4,139 - 4,139
Drug licenses and related costs, net 10,979 (56)(d) 10,923
Other non-current assets, net 655 - 655
-------- -------- --------
Total non-current assets 15,773 (56) 15,717
-------- -------- --------
$ 28,877 $ 1,588 $ 30,465
-------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 9,362 ($ 2,564)(e) $ 6,798
Non-current liabilities 1,699 900 (f) 2,599
-------- -------- --------
Total liabilities 11,061 (1,664) 9,397
-------- -------- --------
Stockholders' equity 17,816 3,252 (g) 21,068
-------- -------- --------
$ 28,877 $ 1,588 $ 30,465
-------- -------- --------
Notes:
(a) Represents adjustments deemed necessary to reflect sale of drug license
as of December 31, 2000.
(b) To reflect receipt of balance of net proceeds from sale of drug license.
(c) To reverse effect of deferred taxes on deferred income.
(d) To reflect removal of net book value of drug license which was sold.
(e) To remove deferred income from balance sheet for recognition purposes.
(f) To record balance of deferred income taxes payable arising from sale of
drug license.
(g) To reflect net gain resulting from sale of drug license.
F-1
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(UNAUDITED)
(In thousands of dollars, except per share data)
------------------------------------------------
ADJUST- PRO
HISTORICAL MENTS (a) FORMA
---------- -------- -----
Net sales $ 18,617 ($ 2,234)(b) $ 16,383
Cost of sales 7,189 (862)(c) 6,327
-------- -------- --------
Gross profit 11,428 (1,372) 10,056
-------- -------- --------
Operating expenses:
Selling, general and administrative 10,260 (335)(d) 9,925
Other operating expenses 1,682 (15)(e) 1,667
-------- -------- --------
Total operating expenses 11,942 (350) 11,592
-------- -------- --------
Pre-tax gain on sale of drug license - -(f) -
-------- -------- --------
Loss from operations (514) (1,022) (1,536)
Other income/expenses, net (9) - (9)
(Provision) benefit for income taxes (222) 358(g) 136
-------- -------- --------
Net loss $ (745) $ (664) $ (1,409)
-------- -------- --------
Basic and diluted net loss per share $ (.06) $ (.05) $ (.11)
-------- -------- --------
Weighted average common
shares outstanding 12,981 12,981
-------- --------
Notes:
(a) Represents adjustments, of a recurring nature, deemed necessary to reflect
sale of drug license as of January 1, 2000 and to eliminate related product
sales and costs during 2000.
(b) To eliminate net sales of Controlvas(R)for the year ended December 31, 2000.
(c) To eliminate cost of sales with respect to Controlvas(R)sales during 2000.
(d) To eliminate selling commissions for sales of Controlvas(R)during 2000.
(e) To eliminate amortization expense with respect to Controlvas(R)during 2000.
(f) Excludes non-recurring pre-tax gain of approximately $5,575,000, which would
have been recognized on January 1, 2000, on a pro forma basis, using the
foreign currency exchange rate of 165 Pesetas per U.S. dollar, in effect on
that date. The Registrant recognized the gain, however, during the first
quarter of 2001, when the foreign currency exchange rate was 177.5 Pesetas
per U.S. dollar, which resulted in pre-tax gain on sale of the Controlvas(R)
drug license of approximately $4,977,000.
(g) To record 35% Spanish statutory tax effect of reducing taxable income
attributable to sales of Controlvas(R) during 2000.
F-2