EX-99.5 8 a15-20301_1ex99d5.htm EX-99.5

Exhibit 99.5

 

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma combined financial information are based on our historical consolidated financial statements and Scioderm Inc.’s (Scioderm) historical consolidated financial statements and describes the pro forma effect of our acquisition of Scioderm Inc. (Scioderm) on September 30, 2015 (Acquisition Date)  on our statements of operations for the year ended December 31, 2014 and the six months ended June 30, 2015, as if the acquisition occurred on January 1, 2014, and our balance sheet as of June 30, 2015, as if the acquisition occurred on June 30, 2015. As used herein, the terms “the Company,” “we,” and “our” refer to Amicus Therapeutics, Inc., and where applicable, its consolidated subsidiaries.

 

The unaudited pro forma combined statements of operations and balance sheet contained herein (the Statements) include adjustments that are (a) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to unaudited pro forma consolidated statement of operations, expected to have a continuing impact on the consolidated company as a result of using the acquisition method of accounting for the transaction under ASC 805, Business Combinations.

 

The Statements have been prepared based on available information, using assumptions that our management believes are reasonable. The Statements do not purport to represent the actual results of operations that would have occurred if the acquisition had taken place on the date specified. The Statements are not necessarily indicative of the results of operations that may be achieved in the future. The Statements do not reflect any adjustments for the effect of non-recurring items or operating synergies that we may realize as a result of the acquisition.  The determination and preliminary allocation of the purchase consideration used in the unaudited pro forma combined financial information are based on preliminary estimates, which are subject to change during the measurement period (up to one year from the acquisition) as Amicus finalizes the valuations of the net tangible and intangible assets and liabilities acquired.

 

The actual results reported by the combined company in periods following the acquisition may differ significantly from those reflected in these unaudited pro forma condensed combined financial information for a number of reasons, including cost savings synergies from operating efficiencies and the effect of the incremental costs incurred to integrate the two companies.

 

The assumptions used and adjustments made in preparing the Statements are described in the Notes, which should be read in conjunction with the Statements. The Statements and related Notes contained herein should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 3, 2015 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 5, 2015 and the historical financial statements and related notes of Scioderm included as Exhibit 99.3 and 99.4 to this Form 8-K.

 



 

AMICUS THERAPEUTICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF JUNE 30, 2015

(in thousands)

 

 

 

Historical

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Amicus

 

Scioderm

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

249,023

 

$

9,018

 

$

(151,746

)[A]

$

106,295

 

Investments in marketable securities

 

112,396

 

5,560

 

 

117,956

 

Prepaid expenses and other current assets

 

3,578

 

536

 

 

4,114

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

364,997

 

15,114

 

(151,746

)

228,365

 

 

 

 

 

 

 

 

 

 

 

Investments in marketable securities

 

 

1,449

 

 

1,449

 

Property and equipment, net

 

3,379

 

55

 

 

3,434

 

Intangible assets, net

 

23,000 

 

 

469,000

[B]

492,000

 

Goodwill

 

11,613 

 

 

181,961

[B]

193,574

 

Other non-current assets

 

924

 

 

 

924

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

403,913

 

$

16,618

 

$

499,215

 

$

919,746

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

16,901

 

$

1,525

 

$

 

$

18,426

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

16,901

 

1,525

 

 

18,426

 

 

 

 

 

 

 

 

 

 

 

Deferred reimbursements

 

36,620

 

 

 

36,620

 

Deferred tax liability

 

9,186 

 

 

187,319

[E]

196,505

 

Contingent consideration

 

11,800

 

 

232,700

[D]

244,500

 

Other long term liabilities

 

504 

 

 

 

504

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Common stock

 

1,241

 

7

 

52

[A], [C]

1,300

 

Preferred stock

 

 

36,000

 

(36,000

)[C]

 

Additional paid-in capital

 

826,582

 

1,341

 

120,075

[A]

947,998

 

Accumulated other comprehensive loss

 

(52

)

(5

)

[C]

(52

)

Accumulated deficit

 

(498,869

)

(22,250

)

(4,936

)[C], [H]

(526,055

)

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

328,902

 

15,093

 

79,196

 

423,191

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

403,913

 

$

16,618

 

$

499,215

 

$

919,746

 

 



 

AMICUS THERAPEUTICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

For the year ended December 31, 2014

(in thousands, except for share and per share data)

 

 

 

Historical

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Amicus

 

Scioderm

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Research revenue

 

$

1,224

 

$

 

$

 

$

1,224

 

Total revenue

 

1,224

 

 

 

1,224

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

47,624

 

6,421

 

 

54,045

 

General and administrative

 

20,717

 

2,505

 

540

[F]

23,762

 

Sales and marketing

 

 

555

 

(555

)[F]

 

Changes in fair value of contingent consideration payable

 

100

 

 

11,000

[G]

11,100

 

Restructuring charges

 

(63

)

 

 

(63

)

Depreciation and amortization

 

1,547

 

 

15

[F]

1,562

 

Total operating expenses

 

69,925

 

9,481

 

11,000

 

90,406

 

Loss from operations

 

(68,701

)

(9,481

)

(11,000

)

(89,182

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest income

 

223

 

9

 

 

232

 

Interest expense

 

(1,484

)

 

 

(1,484

)

Other expense

 

(77

)

 

 

 

(77

)

Loss before tax benefit

 

(70,039

)

(9,472

)

(11,000

)

(90,511

)

Benefit from income taxes

 

1,113

 

 

 

1,113

 

Net loss attributable to common stockholders

 

$

(68,926

)

$

(9,472

)

$

(11,000

)

$

(89,398

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders per common share - basic and diluted

 

$

(0.93

)

 

 

 

 

$

(1.11

)

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic and diluted

 

74,444,157

 

 

 

 

 

80,349,748

 

 



 

AMICUS THERAPEUTICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

Six months ended June 30, 2015

(in thousands, except for share and per share data)

 

 

 

Historical

 

Historical

 

Pro Forma

 

Pro Forma

 

 

 

Amicus

 

Scioderm

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

$

33,347

 

$

5,442

 

$

 

$

38,789

 

General and administrative

 

14,705

 

1,416

 

397

[F]

16,518

 

Sales and marketing

 

 

405

 

(405

)[F]

 

Changes in fair value of contingent consideration payable

 

1,100

 

 

 

5,500

[G]

6,600

 

Restructuring charges

 

36

 

 

 

36

 

Loss on extinguishment of debt

 

952

 

 

 

952

 

Depreciation and amortization

 

861

 

 

[F]

869

 

Total operating expenses

 

51,001

 

7,263

 

5,500

 

63,764

 

Loss from operations

 

(51,001

)

(7,263

)

(5,500

)

(63,764

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest income

 

329

 

18

 

 

347

 

Interest expense

 

(710

)

 

 

(710

)

Other expense

 

(39

)

 

 

 

(39

)

Loss before tax benefit

 

(51,421

)

(7,245

)

(5,500

)

(64,166

)

Benefit from income taxes

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(51,421

)

$

(7,245

)

$

(5,500

)

$

(64,166

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders per common share - basic and diluted

 

$

(0.53

)

 

 

 

 

$

(0.62

)

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - basic and diluted

 

97,888,573

 

 

 

 

 

103,810,344

 

 



 

AMICUS THERAPEUTICS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED, PRO FORMA COMBINED FINANCIAL STATEMENTS

 

(1)                  DESCRIPTION OF TRANSACTION

 

On September 30, 2015, Amicus completed its previously announced acquisition of Scioderm Inc., a Delaware corporation (“Scioderm”). Pursuant to the Agreement and Plan of Merger, dated as of August 30, 2015 (the “Merger Agreement”), by and among Amicus, Scioderm, Titan Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Amicus (“Merger Sub”), and Fortis Advisors LLC, as the Shareholders’ Agent (the “Shareholders’ Agent”), Merger Sub merged with and into Scioderm (the “Merger”), with Scioderm surviving as a wholly owned subsidiary of the Amicus, subject to the terms and conditions set forth in the Merger Agreement.

 

At the effective time of the Merger, Amicus paid holders of Scioderm’s (i) capital stock, (ii) options to purchase Scioderm’s common stock, (iii) restricted stock units of Scioderm and (iv) warrants to purchase Scioderm’s common stock (collectively, the “Effective Time Holders”), an amount equal to (i) $220 million, plus (ii) the exercise price of all outstanding options and warrants to purchase Scioderm’s common stock, plus (iii) Scioderm’s cash and cash equivalents (with an adjustment to account for closing working capital and Scioderm’s fees and expenses, which include employee bonuses and certain severance payments) (collectively, the “Initial Amount”). $135,547,983 of the Initial Amount was paid in cash and the remaining amount was paid in shares of Common Stock. For purposes of paying the Initial Amount, the shares of Common Stock were valued based on a share price of $14.93. The Effective Time Holders signed lock-up agreements that among other things provide for a lock-up period of 30 days for one-third of the shares of Common Stock issued in connection with the Initial Amount and 60 days for one-third of the shares of Common Stock issued in connection with the Initial Amount.

 

On September 30, 2015, Amicus also completed its previously announced agreement with all of the holders of Scioderm’s Series B Preferred Stock, par value $0.001 per share (the “Series B Additional Purchase Price Agreement”), pursuant to which Amicus made payments of $5,512,180 in cash and the remaining amount was paid in shares of Common Stock directly to the holders of Scioderm’s Series B Preferred Stock.  Payments under the Series B Additional Purchase Price Agreement were made pro rata based on the number of shares of Scioderm Series B Preferred Stock held.

 

(2)                  BASIS OF PRO FORMA PRESENTATION

 

The unaudited pro forma combined statements of operations are based on historical statements of operations of Amicus and Scioderm, after giving effect to the acquisition of Scioderm as if it occurred on January 1, 2014 for the year ended December 31, 2014 and the six months ended June 30, 2015.

 

The unaudited pro forma balance sheet is based on the historical balance sheets of Amicus and Scioderm, after giving effect to the acquisition of Scioderm as if it occurred on June 30, 2015.

 

As the acquirer for accounting purposes, Amicus has estimated the fair value of Scioderm’s assets and liabilities assumed and conformed the accounting policies of Scioderm to its own accounting policies.

 

(3)                  PURCHASE PRICE ALLOCATION

 

The acquisition has been accounted for under the purchase method of accounting, which requires the Company to recognize the assets acquired and liabilities assumed and contingent consideration at their respective fair values on the acquisition date. The Company’s consolidated financial statements for the periods subsequent to the acquisition date reflect these values and Scioderm’s results of operations.

 



 

The following table presents the preliminary allocation of the purchase consideration, including the contingent consideration payable, based on preliminary fair value on the acquisition date (in thousands):

 

Upfront cash payments

 

$

141,060

 

Upfront equity payments

 

88,412

 

Contingent consideration payable

 

232,700

 

 

 

 

 

Total consideration

 

$

462,172

 

 

 

 

 

Property, plant and equipment

 

$

55

 

Intangible assets — in-process research and development

 

469,000

 

 

 

 

 

Total identifiable assets acquired

 

$

469,055

 

 

 

 

 

Accounts payable and accrued expenses

 

$

(1,525

)

Deferred tax liability associated with purchase accounting adjustments

 

(187,319

)

 

 

 

 

Total liabilities assumed

 

$

(188,844

)

 

 

 

 

Net identifiable assets acquired

 

$

280,211

 

Goodwill

 

181,961

 

 

 

 

 

Net assets acquired

 

$

462,172

 

 



 

The Company believes the amount of goodwill resulting from the allocation of purchase consideration is primarily attributable to expected synergies from future growth and from potential monetization opportunities. Goodwill is not expected to be deductible for tax purposes. In accordance with ASC 805, goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present. In the event that goodwill has become impaired, the Company will record an expense for the amount impaired during the fiscal quarter in which the determination is made.

 

The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of operations. Upon completion of the fair value assessment, it is anticipated that the final purchase price allocation will differ from the preliminary assessment outlined above. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

 

The deferred tax liability relates to the tax impact of future amortization or possible impairments associated with the identified intangible assets acquired, which are not deductible for tax purposes.

 

(4)                   ADJUSTMENTS TO PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2015 AND THE STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 AND SIX MONTHS ENDED JUNE 30, 2015 (UNAUDITED)

 

The adjustments to the pro forma combined statements of operations have been calculated as if the acquisition occurred on January 1, 2014 and are as follows (unaudited):

 

(A)                 To record cash consideration paid, common stock issued and acquisition related payments of $10.7 million which includes a $6 million payment that was contingent upon a change of control.

 

(B)                 To record the acquisition of the net assets of Scioderm. Intangible assets of approximately $469 million are comprised of the intellectual property related to Scioderm’s lead program for Epidermolysis Bullosa that is in late preclinical development.  These intangible assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. The amounts recorded are based on preliminary fair values.

 

(C)                 To eliminate Scioderm’s historical stockholders’ equity amounts.

 

(D)                 To reflect contingent consideration payable, based on preliminary fair values calculations, to the former Scioderm stockholders that is included in long term liabilities.

 

(E)                  To reflect the deferred tax liability which relates to the tax impact of future amortization or possible impairments associated with the identified intangible assets acquired.

 

(F)                   To reclassify certain expense amounts to conform to current presentation.

 

(G)                 To reflect the estimated change in the fair value of the contingent consideration payable to former Scioderm stockholders.

 

(H)                To reflect the cumulative impact of the pro forma adjustments in the statements of operations.