EX-99.1 2 o42204exv99w1.htm RECONCILIATION OF US GAAP ENDED JUNE 30 2008 & 2007 Reconciliation of US GAAP ended June 30 2008 &2007
Exhibit 99.1
CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
The Company prepares its consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which, as applied in these consolidated financial statements, conform in all material respects to United States generally accepted accounting principles (“U.S. GAAP”), except as summarized below:
(i)   Reconciliation of net loss and comprehensive loss:
 
    The application of U.S. GAAP would have the following effects on the net loss and comprehensive loss as reported:
                                 
    Three months ended   Six months ended
    June 30,   June 30,   June 30,   June 30,
    2008   2007   2008   2007
    $   $   $   $
 
Loss for the period, Canadian GAAP
    (18,079 )     (14,586 )     (40,258 )     (28,622 )
In–process research and development (note a)
    647       (21,691 )     1,237       (21,600 )
Stock-based compensation (note c)
    94       16       77       31  
 
 
                               
Net loss for the period, U.S. GAAP
    (17,338 )     (36,261 )     (38,944 )     (50,191 )
Other comprehensive loss, Canadian and U.S. GAAP
          (6,276 )     10       (8,425 )
 
 
                               
Comprehensive loss for the period, U.S. GAAP
    (17,338 )     (42,537 )     (38,934 )     (58,616 )
 
 
                               
Weighted average number of common shares outstanding, U.S. GAAP
    63,745,263       63,370,297       63,736,277       62,133,737  
 
 
                               
Basic and diluted loss per common share, U.S. GAAP
    (0.27 )     (0.57 )     (0.61 )     (0.81 )
 
(ii)   Reconciliation of significant balance sheet items:
 
    The application of U.S. GAAP would have the following effects on the balance sheet as reported:
 
    Intangible assets:
                 
    June 30     December 31  
    2008     2007  
    $     $  
 
Intangible assets, Canadian GAAP
    22,559       23,782  
Adjustment for:
               
In-process research and development (note a)
    (20,515 )     (21,752 )
 
               
 
Intangible assets, U.S. GAAP
    2,044       2,030  
 

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CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
    Consolidated shareholders’ equity:
 
(i)   Contributed Surplus:
                 
    June 30     December 31  
    2008     2007  
    $     $  
 
Contributed Surplus, Canadian GAAP
    23,875       21,927  
Adjustments for:
               
Stock-based compensation:
               
Under Canadian GAAP
    (16,611 )     (14,640 )
Under U.S. GAAP (note c)
    16,397       14,503  
 
               
 
Contributed surplus, U.S. GAAP
    23,661       21,790  
 
(ii)   Deficit:
                 
    June 30     December 31  
    2008     2007  
    $     $  
 
Deficit, Canadian GAAP
    (307,325 )     (267,067 )
Adjustments for:
               
Stock-based compensation:
               
Under Canadian GAAP
    16,628       14,657  
Under U.S. GAAP (note c)
    (16,414 )     (14,520 )
In-process research and development (note a)
    (20,515 )     (21,752 )
 
               
 
Deficit, U.S. GAAP
    (327,626 )     (288,682 )
 

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CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
(a)   In-process research and development:
 
    Under U.S. GAAP, the Company’s acquired technology relating to the acquisition of Artesian Therapeutics, Inc. and the acquired license for a clinical-stage drug candidate would be classified as in-process research and development and written off immediately as they have no alternative use. Under Canadian GAAP, in-process research and development is amortized over its estimated useful life.
 
(b)   Accounts payable and accrued liabilities comprise:
                 
    June 30     December 31  
    2008     2007  
    $     $  
 
Trade accounts payable
    136       4,326  
Accrued contract research
    12,958       11,005  
Employee-related accruals
    734       993  
Other accrued liabilities
    1,626       870  
 
               
 
 
    15,454       17,194  
 
(c)   Stock-based compensation:
 
    The amount of stock-based compensation expense for U.S. GAAP purposes differs from the amount for Canadian GAAP purposes, representing the impact of estimated employee award forfeitures.
 
    A summary of the Company’s unvested stock option activity and related information for the period ended June 30, 2008 is as follows:
                 
    Number     Weighted average  
    of     grant-date fair value  
Non-vested options   options     $  
 
Non-vested at January 1, 2008
    1,833,943       6.64  
Granted
    33,000       3.61  
Vested
    (422,937 )     6.28  
Forfeited
    (61,098 )     5.92  
 
Non-vested at June 30, 2008
    1,382,908       6.71  
 
    As of June 30, 2008, there was $3.5 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted average period of 1.7 years.

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CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
(c)   Stock-based compensation (continued):
 
    The aggregate intrinsic value of stock options outstanding at June 30, 2008 was $8.2 million.
 
    The aggregate intrinsic value of the vested and exercisable stock options at June 30, 2008 was $8.0 million.
 
    The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2008 was $0.2 million (six months ended June 30, 2007 — $1.7 million).
 
    The aggregate fair value of vested options during the six months ended June 30, 2008 was $2.7 million (six months ended June 30, 2007 — $3.5 million).
 
    The weighted average remaining contractual life of vested and exercisable stock options at June 30, 2008 was 2.4 years.
 
    The Company estimates forfeitures for unvested options as a percentage of stock-based compensation. For the period ended June 30, 2008, the Company applied an estimated percentage of 4.29% for management, 18.63% for employees and 43.18% for consultants, which management considered to be a reasonable estimate of actual forfeitures.
 
    Cash received during the period ended June 30, 2008 related to the exercise of stock options was $0.10 million.
 
(d)   Other disclosures required by U.S. GAAP:
 
    FASB Interpretation No. 48 (Fin 48) — Accounting for tax uncertainties
 
    The amount of liability for unrecognized tax benefits under Fin 48 as of June 30, 2008 is nil.
 
    The Company recognizes interest and penalties related to income taxes in interest and other income. To date, the Company has not incurred any significant interest and penalties.
 
    The Company is subject to taxes in Canada, the United States, United Kingdom and Switzerland. The tax years which remain subject to examination as of June 30, 2008 for Canada and the United States include 1996 to present, and 2001 to present, respectively.
 
    SFAS No. 157 — Fair value measurements
 
    In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a three-level fair value hierarchy used to classify the source of the information. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

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CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
(d)   Other disclosures required by U.S. GAAP (continued):
 
    SFAS No. 157 — Fair value measurements (continued)
 
    The three levels of inputs used to measure fair value are as follows:
 
    Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
    Level 2 — Directly or indirectly observable market based inputs used in models or other valuation methodologies.
 
    Level 3 — Unobservable inputs that are not corroborated by market data which require significant management judgment.
 
    SFAS 157 is effective for fiscal years beginning on or after November 15, 2007. FASB Staff Position — Effective Date of FASB Statement No. 157 (FSP FAS 157-2) delayed the effective date for all nonfinancial assets and liabilities until January 1, 2009, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis.
 
    Effective January 1, 2008, the Company adopted the portion of SFAS 157 that was not deferred under FSP 157-2. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. SFAS 157 affected the Company only to the extent of its embedded derivatives carried on a recurring basis at fair value using significant other observable inputs, which is the Level 2 input in the SFAS 157 hierarchy. As of June 30, 2008, the fair value of embedded derivatives amounted to a liability of $264 as included in the consolidated balance sheet.
 
    SFAS No. 159 — The Fair Value Option for Financial Assets and Liabilities
 
    On January 1, 2008, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159). SFAS 159 provides an entity the option to report selected financial assets and liabilities at fair value and establishes new disclosure requirements for assets and liabilities to which the fair value option is applied. There was no impact as a result of the adoption of this standard on the Company’s consolidated financial statements as the Company did not elect to use the fair value option for any financial assets and liabilities.
 
    EITF 07-3 — Accounting for Non-Refundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities
 
    On January 1, 2008, the Company adopted Emerging Issues Task Force 07-3, Accounting for Non-Refundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities (EITF 07-3). EITF 07-3 requires that all non-refundable advance payments for research and development activities that will be used in future periods be capitalized until used. In addition, the deferred research and development costs need to be assessed for recoverability. EITF 07-3 is applicable for fiscal years beginning after December 15, 2007 and is to be applied prospectively for new contracts entered into on or after the effective date of this Issue. The adoption of this Issue did not have an impact on the Company’s consolidated financial statements.

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CARDIOME PHARMA CORP.
Reconciliation of Generally Accepted Accounting Principles
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Six months ended June 30, 2008 and 2007
(e)   Recent accounting pronouncements:
 
    In November 2007, the Emerging Issues Task Force issued EITF 07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1 requires participants in a collaborative arrangement to present the results of activities for which they act as the principal on a gross basis and to report any payments received from (made to) other collaborators based on other applicable GAAP or, in the absence of other applicable GAAP, based on analogy to authoritative or a reasonable, rational, and consistently applied accounting policy election. Significant disclosures of the collaborative agreements are also required. EITF 07-1 will be effective for annual periods beginning after December 15, 2008 and is to be applied retrospectively for collaborative arrangements existing at December 15, 2008 as a change of accounting principle. The impact of this issue on the Company’s consolidated financial statements has not yet been determined.
 
    In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (SFAS 161), which is effective for fiscal years and interim periods beginning after November 15, 2008. The statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The impact of the adoption of SFAS 161 on the Company’s consolidated financial statements has not yet been determined.
 
    In May 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The Company does not expect the adoption of SFAS 162 to affect its consolidated financial statements.

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