Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under U.S. GAAP.
On April 1, 2020 (the “Closing Date”), OpGen, Inc. (“OpGen” or the “Company”) completed its business combination transaction (the “Transaction”) with Curetis N.V., a public company with limited liability under the laws of the Netherlands (the “Seller”), as contemplated by the Implementation Agreement, dated as of September 4, 2019 (the “Implementation Agreement”), by and among the Company, the Seller, and Crystal GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany and wholly owned subsidiary of the Company (“Purchaser”). Pursuant to the Implementation Agreement, the Purchaser acquired all of the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis GmbH”) and certain other assets and liabilities of the Seller (together, the “Curetis Business”), as further described below, and paid, as the sole consideration, 2,028,208 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Seller, and reserved for future issuance (a) 134,356 shares of Common Stock, in connection with its assumption of the Seller’s 2016 Stock Option Plan, as amended (the “Seller Stock Option Plan”), and the outstanding awards thereunder, and (b) 500,000 shares of Common Stock to be issued upon the conversion, if any, of certain convertible notes issued by the Seller. The 2,028,208 shares of Common Stock issued to the Seller represented approximately 13.8% of the outstanding Common Stock of the Company as the Closing Date.
At the closing, the Company assumed all of the liabilities of the Seller solely and exclusively related to the acquired business, which is providing innovative solutions, through development of proprietary platforms, diagnostic content, applied bioinformatics, lab services, research services and commercial collaborations and agreements, for molecular microbiology, diagnostics designed to address the global challenge of detecting severe infectious diseases and identifying antibiotic resistances in hospitalized patient. Pursuant to the Implementation Agreement, the Company also assumed and adopted the Seller Stock Option Plan as an Amended and Restated Stock Option Plan of the Company. In connection with the foregoing, the Company assumed all awards thereunder that were outstanding as of the Closing Date and converted such awards into options to purchase shares of Common Stock pursuant to the terms of the applicable award. In addition, the Company assumed, at the closing, all of the outstanding convertible notes issued by Seller in favor of YA II PN, LTD (“Yorkville Advisors”), pursuant to the previously disclosed Assignment of the Agreement for the Issuance of and Subscription to Notes Convertible into Shares, dated February 24, 2020 (the “Assignment Agreement”), and entered into pursuant to the Implementation Agreement.
The unaudited pro forma condensed combined balance sheet data assume that the business combination took place on March 31, 2020 and combines the historical balance sheets of OpGen and the Curetis Business as of such date. The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2019 and the three months ended March 31, 2020, assume that the business combination took place as of January 1, 2019, and combine the historical results of OpGen and the Curetis Business for the year ended December 31, 2019 and the three months ended March 31, 2020, respectively. The unaudited pro forma condensed combined financial information was prepared in accordance with the rules and regulations of Article 11 of SEC Regulation S-X. The historical financial statements of OpGen and the Curetis Business have been adjusted to give pro forma effect to events that are (i) directly attributable to the transaction, (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 Companies combined results.
The interim, unaudited March 31, 2020 financial information of the Curetis Business was derived from the financial records of the Curetis Business. The December 31, 2019 financial information was taken from the Curetis Business Audited Historical Consolidated Financial Statements and Related Notes filed as exhibit 99.1 of the attached 8-K/A. The Curetis Business Audited Historical Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS. The consolidated financial statements of OpGen were prepared in accordance with U.S. GAAP. OpGen has performed a preliminary analysis and has not identified significant differences identified between IFRS and U.S. GAAP for the purposes of presenting the unaudited pro forma condensed combined financial statements. In addition, the unaudited condensed combined financial statements reflect reclassifications to conform the Curetis Business historical accounting presentation to OpGen’s accounting presentation.
The consolidated financial statements of OpGen are presented in U.S. dollars, or USD, whereas, the financial statements of the Curetis Business are presented in Euros. Therefore, the unaudited pro forma condensed combined financial information includes adjustments to convert the Curetis Business’ financial information from Euros to USD.
The Curetis Business’ assets and liabilities will be measured and recognized at their fair values as of the transaction date and combined with the assets, liabilities and results of operations of OpGen after the consummation of the business combination. The allocation of the purchase price to acquired assets and assumed liabilities based on their underlying fair values requires the extensive use of significant estimates and management’s judgment. The allocation of the purchase price is preliminary at this time, and will remain as such until management completes valuations and other studies in order to finalize the valuation of the net assets acquired. These provisional estimates will be adjusted upon the availability of further information regarding events or circumstances which exist at the acquisition date and such adjustments may be significant.
The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, including but not limited to the determination of differences between IFRS and U.S. GAAP, and of the application of purchase price adjustments, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final accounting could occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the business of OpGen and the Curetis Business. The unaudited pro forma condensed combined financial information is preliminary and has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had OpGen and the Curetis Business been a combined company during the specified periods. The actual results reported in periods following the business combination may differ significantly from those reflected in the unaudited pro forma condensed combined financial information presented herein for a number of reasons, including, but not limited to, differences in actual performance compared to the assumptions used to prepare this pro forma financial information.
The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with the separate historical financial statements of OpGen and the Curetis Business.
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. The accounting policies of the Curetis Business may materially vary from those of OpGen. During preparation of the unaudited pro forma condensed combined financial information, management has performed a preliminary analysis and is not aware of any material differences, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences, in accounting policies. Management is conducting a final review of the Curetis Business accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of the Curetis Business’ results of operations or reclassification of assets or liabilities to conform to OpGen’s accounting policies and classifications. As a result of this review, management may identify differences that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.
OpGen, Inc. |
Unaudited Pro Forma Condensed Combined Balance Sheet |
March 31, 2020 |
(in thousands) |
| | OpGen | | Curetis Business | | Pro Forma Adjustments | | Notes | | Pro Forma Combined |
Assets | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 11,469 | | | $ | 1,161 | | | $ | — | | | | | | | $ | 12,630 | |
Accounts receivable, net | | | 166 | | | | 483 | | | | — | | | | | | | | 649 | |
Note receivable | | | 4,809 | | | | — | | | | (4,809 | ) | | | G | | | | — | |
Inventory, net | | | 437 | | | | 2,218 | | | | 464 | | | | M | | | | 3,119 | |
Prepaid expenses and other current assets | | | 264 | | | | 1,045 | | | | — | | | | | | | | 1,309 | |
Total current assets | | | 17,145 | | | | 4,907 | | | | (4,345 | ) | | | | | | | 17,707 | |
Property and equipment, net | | | 103 | | | | 3,667 | | | | — | | | | | | | | 3,770 | |
Finance lease right-of-use assets, net | | | 826 | | | | — | | | | — | | | | | | | | 826 | |
Operating lease right-of-use assets | | | 886 | | | | 1,091 | | | | — | | | | | | | | 1,977 | |
Goodwill | | | 601 | | | | — | | | | 3,146 | | | | F | | | | 3,747 | |
Intangible assets, net | | | — | | | | 7,975 | | | | 10,406 | | | | F | | | | 18,381 | |
Other noncurrent assets | | | 203 | | | | 405 | | | | — | | | | | | | | 608 | |
Total assets | | $ | 19,764 | | | $ | 18,045 | | | $ | 9,207 | | | | | | | $ | 47,016 | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 1,054 | | | $ | 1,169 | | | $ | — | | | | | | | $ | 2,223 | |
Accrued compensation and benefits | | | 988 | | | | — | | | | — | | | | | | | | 988 | |
Accrued and other current liabilities | | | 1,048 | | | | 2,456 | | | | 670 | | | | A,B | | | | 4,174 | |
Deferred revenue | | | 10 | | | | — | | | | — | | | | | | | | 10 | |
Short-term notes payable | | | 348 | | | | 29,638 | | | | (27,873 | ) | | | F,G,H,I | | | | 2,113 | |
Short-term finance lease liabilities | | | 517 | | | | — | | | | — | | | | | | | | 517 | |
Short-term operating lease liabilities | | | 948 | | | | 511 | | | | — | | | | | | | | 1,459 | |
Total current liabilities | | | 4,913 | | | | 33,774 | | | | (27,203 | ) | | | | | | | 11,484 | |
Notes payable | | | 163 | | | | — | | | | 16,218 | | | | I | | | | 16,381 | |
Long-term finance lease liabilities | | | 213 | | | | — | | | | — | | | | | | | | 213 | |
Long-term operating lease liabilities | | | 392 | | | | 597 | | | | — | | | | | | | | 989 | |
Other noncurrent liabilities | | | — | | | | 49 | | | | — | | | | | | | | 49 | |
Total liabilities | | | 5,681 | | | | 34,420 | | | | (10,985 | ) | | | | | | | 29,116 | |
Stockholders' equity | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 125 | | | | 6,141 | | | | (6,121 | ) | | | C,D | | | | 145 | |
Additional paid-in capital | | | 192,410 | | | | 178,061 | | | | (173,183 | ) | | | C,D,E | | | | 197,288 | |
Accumulated deficit | | | (178,474 | ) | | | (200,534 | ) | | | 199,453 | | | | A,B,C,G | | | | (179,555 | ) |
Accumulated other comprehensive loss (income) | | | 22 | | | | (43 | ) | | | 43 | | | | C | | | | 22 | |
Total stockholders’ equity (deficit) | | | 14,083 | | | | (16,375 | ) | | | 20,192 | | | | | | | | 17,900 | |
Total liabilities and stockholders’ equity (deficit) | | $ | 19,764 | | | $ | 18,045 | | | $ | 9,207 | | | | | | | $ | 47,016 | |
| | | | | | | | | | |
OpGen, Inc. |
Unaudited Pro Forma Condensed Combined Statement of Operations |
For the three months ended March 31, 2020 |
(in thousands, except share and per share data) |
| | | | |
| | | OpGen | | | | Curetis Business | | | | Pro Forma Adjustments | | | | Notes | | | | Pro Forma Combined | |
Revenue | | $ | 617 | | | $ | 1,014 | | | $ | — | | | | | | | $ | 1,631 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of products sold | | | 277 | | | | 795 | | | | 252 | | | | J | | | | 1,324 | |
Cost of services | | | 138 | | | | — | | | | — | | | | | | | | 138 | |
Research and development | | | 1,218 | | | | 1,401 | | | | — | | | | | | | | 2,619 | |
General and administrative | | | 1,701 | | | | 972 | | | | (189 | ) | | | K | | | | 2,484 | |
Sales and marketing | | | 282 | | | | 844 | | | | — | | | | | | | | 1,126 | |
Transaction costs | | | 245 | | | | — | | | | (245 | ) | | | K | | | | — | |
Impairment of intangible assets | | | 751 | | | | — | | | | — | | | | | | | | 751 | |
Total operating expenses | | | 4,612 | | | | 4,012 | | | | (182 | ) | | | | | | | 8,442 | |
Operating loss | | | (3,995 | ) | | | (2,998 | ) | | | 182 | | | | | | | | (6,811 | ) |
Other (expense) income | | | 87 | | | | 765 | | | | (87 | ) | | | L | | | | 765 | |
Interest expense | | | (38 | ) | | | (724 | ) | | | 87 | | | | L | | | | (675 | ) |
Foreign currency transaction losses | | | (4 | ) | | | — | | | | — | | | | | | | | (4 | ) |
Provision for income taxes | | | — | | | | (3 | ) | | | — | | | | | | | | (3 | ) |
Net loss | | $ | (3,950 | ) | | $ | (2,960 | ) | | $ | 182 | | | | | | | $ | (6,728 | ) |
Net loss applicable to common stockholders | | $ | (3,950 | ) | | $ | (2,960 | ) | | $ | 182 | | | | | | | $ | (6,728 | ) |
Net loss per common share - basic and diluted | | $ | (0.53 | ) | | | | | | | | | | | | | | $ | (0.71 | ) |
Weighted average shares outstanding - basic and diluted | | | 7,393,232 | | | | | | | | 2,028,208 | | | | D | | | | 9,421,440 | |
OpGen, Inc. |
Unaudited Pro Forma Condensed Combined Statement of Operations |
For the year ended December 31, 2019 |
(in thousands, except share and per share data) |
| | | | |
| | | OpGen | | | | Curetis Business | | | | Pro Forma Adjustments | | | | Notes | | | | Pro Forma Combined | |
Revenue | | $ | 3,499 | | | $ | 2,543 | | | $ | — | | | | | | | $ | 6,042 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Cost of products sold | | | 912 | | | | 5,502 | | | | 1,009 | | | | J | | | | 7,423 | |
Cost of services | | | 720 | | | | — | | | | — | | | | | | | | 720 | |
Research and development | | | 5,121 | | | | 8,529 | | | | — | | | | | | | | 13,650 | |
General and administrative | | | 6,252 | | | | 5,279 | | | | (1,991 | ) | | | K | | | | 9,540 | |
Sales and marketing | | | 1,465 | | | | 6,868 | | | | — | | | | | | | | 8,333 | |
Transaction costs | | | 779 | | | | — | | | | (779 | ) | | | K | | | | — | |
Impairment of right-of-use asset | | | 521 | | | | — | | | | — | | | | | | | | 521 | |
Impairment of financial assets | | | — | | | | 159 | | | | — | | | | | | | | 159 | |
Total operating expenses | | | 15,770 | | | | 26,337 | | | | (1,761 | ) | | | | | | | 40,346 | |
Operating loss | | | (12,271 | ) | | | (23,794 | ) | | | 1,761 | | | | | | | | (34,304 | ) |
Other income | | | 10 | | | | 901 | | | | (21 | ) | | | L | | | | 890 | |
Interest expense | | | (188 | ) | | | (2,613 | ) | | | 21 | | | | L | | | | (2,780 | ) |
Foreign currency transaction losses | | | 2 | | | | — | | | | — | | | | | | | | 2 | |
Provision for income taxes | | | — | | | | (82 | ) | | | — | | | | | | | | (82 | ) |
Net loss | | $ | (12,447 | ) | | $ | (25,588 | ) | | $ | 1,761 | | | | | | | $ | (36,274 | ) |
Net loss applicable to common stockholders | | $ | (12,447 | ) | | $ | (25,588 | ) | | $ | 1,761 | | | | | | | $ | (36,274 | ) |
Net loss per common share - basic and diluted | | $ | (7.70 | ) | | | | | | | | | | | | | | $ | (9.95 | ) |
Weighted average shares outstanding - basic and diluted | | | 1,616,939 | | | | | | | | 2,028,208 | | | | D | | | | 3,645,147 | |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 1. | Description of Transaction |
On April 1, 2020 (the “Closing Date”), OpGen, Inc. (“OpGen” or the “Company”) completed its business combination transaction (the “Transaction”) with Curetis N.V., a public company with limited liability under the laws of the Netherlands (the “Seller”), as contemplated by the Implementation Agreement, dated as of September 4, 2019 (the “Implementation Agreement”), by and among the Company, the Seller, and Crystal GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany and wholly owned subsidiary of the Company (“Purchaser”). Pursuant to the Implementation Agreement, the Purchaser acquired all of the shares of Curetis GmbH, a private limited liability company organized under the laws of the Federal Republic of Germany (“Curetis GmbH”) and certain other assets and liabilities of the Seller (together, the “Curetis Business”), as further described below, and paid, as the sole consideration, 2,028,208 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Seller, and reserved for future issuance (a) 134,356 shares of Common Stock, in connection with its assumption of the Seller’s 2016 Stock Option Plan, as amended (the “Seller Stock Option Plan”), and the outstanding awards thereunder, and (b) 500,000 shares of Common Stock to be issued upon the conversion, if any, of certain convertible notes issued by the Seller. The 2,028,208 shares of Common Stock issued to the Seller represented approximately 13.8% of the outstanding Common Stock of the Company as the Closing Date.
Curetis Business
The accompanying unaudited pro forma condensed combined financial statements reflect, what OpGen assumes would be the results and financial position on a U.S. GAAP basis, of the interim combined statement of financial position and interim combined statement of operations of the Curetis Business. OpGen has performed a preliminary analysis and has not identified significant differences identified between IFRS and U.S. GAAP for the purposes of presenting the unaudited pro forma condensed combined financial statements. In addition, the unaudited condensed combined financial statements reflect reclassifications to conform the Curetis Business historical accounting presentation to OpGen’s accounting presentation and translation from Euros to USD based on OpGen’s U.S. GAAP policies as follows.
OpGen, Inc. |
Unaudited Curetis Business Condensed Combined Statement of Financial Position |
March 31, 2020 |
(in thousands) |
| | Curetis Busines (Euros) | | Curetis Busines (USD) (1) |
Assets | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | € | 1,050 | | | $ | 1,161 | |
Trade receivables | | | 437 | | | | 483 | |
Other receivables, related party | | | 396 | | | | 438 | |
Inventories | | | 2,006 | | | | 2,218 | |
Prepaid expenses and other current assets | | | 549 | | | | 607 | |
Total current assets | | | 4,438 | | | | 4,907 | |
Intangible assets | | | 7,213 | | | | 7,975 | |
Property, plant and equipment | | | 3,316 | | | | 3,667 | |
Right of use assets | | | 987 | | | | 1,091 | |
Other non-current financial assets | | | 160 | | | | 177 | |
Other non-current assets | | | 206 | | | | 228 | |
Total assets | | € | 16,320 | | | $ | 18,045 | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | |
Current liabilities | | | | | | | | |
Trade and other payables | | € | 1,057 | | | $ | 1,169 | |
Other liabilities, related party | | | 432 | | | | 478 | |
Provisions current | | | 176 | | | | 195 | |
Other current liabilities | | | 1,614 | | | | 1,783 | |
Other current financial liabilities | | | 26,805 | | | | 29,638 | |
Current lease liabilities | | | 462 | | | | 511 | |
Total current liabilities | | | 30,546 | | | | 33,774 | |
Provisions non-current | | | 44 | | | | 49 | |
Non-current lease liabilities | | | 540 | | | | 597 | |
Total liabilities | | | 31,130 | | | | 34,420 | |
Equity | | | | | | | | |
Subscribed capital | | | 5,554 | | | | 6,141 | |
Capital reserve | | | 161,039 | | | | 178,061 | |
Currency translation differences | | | (39 | ) | | | (43 | ) |
Accumulated deficit | | | (181,364 | ) | | | (200,534 | ) |
Total stockholders’ deficit | | | (14,810 | ) | | | (16,375 | ) |
Total liabilities and stockholders’ deficit | | € | 16,320 | | | $ | 18,045 | |
| | | | | | | | | |
(1) Convenience translation performed using the following exchange rate in effect as of March 31, 2020: | | | 1.10570 | | | | | | |
| | | | | | | | | |
OpGen, Inc. |
Unaudited Curetis Business Condensed Combined Statement of Operations |
For the three months ended March 31, 2020 |
(in thousands) |
| | | | |
| | | Curetis Business (Euros) | | | | Curetis Business (USD) (1) | |
Revenue | | € | 917 | | | $ | 1,014 | |
Cost of sales | | | (719 | ) | | | (795 | ) |
Gross profit | | | 198 | | | | 219 | |
Distribution costs | | | (763 | ) | | | (844 | ) |
Administrative expenses | | | (879 | ) | | | (972 | ) |
Research and development expenses | | | (1,267 | ) | | | (1,401 | ) |
Other income | | | 311 | | | | 344 | |
Operating loss | | | (2,400 | ) | | | (2,654 | ) |
Finance income | | | 381 | | | | 421 | |
Finance costs | | | (655 | ) | | | (724 | ) |
Finance result -- net | | | (274 | ) | | | (303 | ) |
| | | | | | | | |
Loss before income taxes | | | (2,674 | ) | | | (2,957 | ) |
Income tax expense | | | (3 | ) | | | (3 | ) |
Loss for the period | | € | (2,677 | ) | | $ | (2,960) | |
| | | | | | | | |
(1) Convenience translation performed using the following exchange rate in effect as of March 31, 2020: | | | 1.10570 | | | | | |
| | | | | | | | | |
OpGen, Inc. |
Unaudited Curetis Business Condensed Combined Statement of Operations |
For the year ended December 31, 2019 |
(in thousands) |
| | Curetis Business (Euros) | | Curetis Business (USD) (1) |
Revenue | | € | 2,271 | | | $ | 2,543 | |
Cost of sales | | | (4,913 | ) | | | (5,502 | ) |
Gross loss | | | (2,642 | ) | | | (2,959 | ) |
Distribution costs | | | (6,133 | ) | | | (6,868 | ) |
Administrative expenses | | | (4,714 | ) | | | (5,279 | ) |
Research and development expenses | | | (7,616 | ) | | | (8,529 | ) |
Impairment of financial assets | | | (142 | ) | | | (159 | ) |
Other income | | | 559 | | | | 626 | |
Operating loss | | | (20,688 | ) | | | (23,168 | ) |
Finance income | | | 246 | | | | 275 | |
Finance costs | | | (2,333 | ) | | | (2,613 | ) |
Finance result -- net | | | (2,087 | ) | | | (2,338 | ) |
| | | | | | | | |
Loss before income taxes | | | (22,775 | ) | | | (25,506 | ) |
Income tax expense | | | (73 | ) | | | (82 | ) |
Loss for the period | | € | (22,848 | ) | | $ | (25,588 | ) |
| | | | | | | | |
(1) Convenience translation performed using the following exchange rate in effect as of December 31, 2019: | | | 1.11986 | | | | | |
The accompanying unaudited pro forma condensed combined financial statements reflect Curetis Business unaudited combined financial statements prepared in accordance with IFRS mapped to OpGen’s financial statements as follows:
Curetis Business Statement of Operations Descriptions | | OpGen Consolidated Statements of Operations and Comprehensive Loss Descriptions | |
Revenue | | Revenue | |
Cost of sales | | Cost of products sold | |
Distribution costs | | Sales and marketing | |
Administrative expenses | | General and administrative | |
Research & development expenses | | Research and development | |
Transaction costs | | Transaction costs | |
Other income | | Other income | |
Operating loss | | Operating loss | |
Finance income | | Other income | |
Finance costs | | Interest expense | |
Income tax expense | | Provision for income taxes | |
Loss for the period | | Net loss | |
| | | |
Curetis Business Statement of Financial Position Descriptions | | OpGen Balance Sheet Descriptions | |
Cash and cash equivalents | | Cash and cash equivalents | |
Trade receivables | | Accounts receivable, net | |
Other receivables, related party | | Prepaid expenses and other current assets | |
Contractual assets | | Contractual assets * | |
Inventories | | Inventory, net | |
Prepaid Expenses and other current assets | | Prepaid expenses and other current assets | |
Total current assets | | Total current assets | |
Intangible assets | | Intangible assets, net | |
Property, plant and equipment | | Property and equipment, net | |
Right of use assets | | Operating lease right-of-use assets | |
Other non-current assets | | Other noncurrent assets | |
Other non-current financial assets | | Other noncurrent assets | |
Deferred tax assets | | Deferred tax assets | |
Total assets | | Total assets | |
Liabilities and Stockholders’ Equity | | Liabilities and Stockholders’ Equity | |
Current liabilities | | Current liabilities | |
Trade and other payables | | Accounts payable | |
Other liabilities, related party | | Accrued and other current liabilities | |
Provisions current | | Provisions current | |
Tax liabilities | | Accrued and other current liabilities | |
Other current liabilities | | Accrued and other current liabilities | |
Other current financial liabilities | | Accrued and other current liabilities | |
Current lease liabilities | | Short-term operating lease liabilities | |
Total current liabilities | | Total current liabilities | |
Provisions non-current | | Other noncurrent liabilities* | |
Other non-current financial liabilities | | Notes payable | |
Non-current lease liabilities | | Long-term operating lease liabilities | |
Total liabilities | | Total liabilities | |
Equity | | Equity | |
Subscribed capital | | Common stock | |
Capital reserve | | Additional paid-in capital | |
Currency translation differences | | Accumulated other comprehensive loss | |
Accumulated deficit | | Accumulated deficit | |
Total stockholders’ equity | | Total stockholders’ equity (deficit) | |
Total liabilities and stockholders’ equity | | Total liabilities and stockholders’ equity | |
| | | |
* Denotes Curetis description added to proforma balance sheet | | | |
3. Purchase Method of Accounting
The accompanying unaudited pro forma condensed combined financial statements reflect accounting for the business combination in accordance with the purchase method of accounting. Under the purchase method, the purchase consideration is allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with any excess of the purchase consideration over the estimated fair values of the identifiable net assets acquired being recorded as goodwill.
Purchase Consideration
The total fair value of the consideration was:
Number of shares issued to Curetis N.V (i) | | | 2,028,208 | |
Multiplied by the market value per share of OpGen's common stock (ii) | | $ | 2.39 | |
Total fair value of common stock issued to Curetis N.V shareholders | | | 4,847,417 | |
Fair value of replacement stock awards related to precombination service | | | 49,000 | |
Fair value of convertible notes | | | 1,766,000 | |
Fair value of EIB debt | | | 16,218,000 | |
Funds advanced to Curetis GmbH under Interim Facility | | | 4,398,000 | |
Total purchase consideration | | $ | 27,278,417 | |
| (i) | Under the Implementation Agreement, OpGen issued to Seller, as the sole consideration, 2,028,208 shares of common stock and reserved for future issuance (a) 134,356 shares of common stock in connection with its assumption of the Seller Stock Option Plan, and (b) 500,000 shares of common stock to be issued upon conversion, if any, of certain convertible notes issued by the Seller. |
| (ii) | The price per share of OpGen’s common stock was based on the closing price as reported on the Nasdaq Capital Market on April 1, 2020. |
Allocation of Purchase Price
The following table demonstrates the allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed on April 1, 2020, based on their preliminary estimated fair values:
Purchase Consideration | | Estimated Fair Value |
Total Consideration | | $ | 27,278,417 | |
| | | | |
Tangible asset acquired | | | | |
Cash | | $ | 1,160,985 | |
Receivables | | | 483,191 | |
Inventory | | | 2,682,034 | |
Property and equipment | | | 3,666,501 | |
Right of use assets | | | 1,091,326 | |
Other current assets | | | 1,044,886 | |
Other non-current assets | | | 404,686 | |
Total tangible assets acquired | | | 10,533,609 | |
| | | | |
Identifiable intangible assets acquired | | | | |
Trade names/trademarks | | | 1,768,000 | |
Customer/distributor relationships | | | 2,362,000 | |
A50 - Developed technology | | | 1,682,000 | |
Ares - Developed technology | | | 6,088,000 | |
A30 - In-process research & development | | | 6,481,000 | |
Total identifiable intangible assets acquired | | | 18,381,000 | |
| | | | |
Liabilities assumed | | | | |
Accounts payable | | | 1,168,725 | |
Accrued expenses and other current liabilities | | | 2,456,421 | |
Lease liabilities | | | 1,107,911 | |
Other long term liabilities | | | 48,651 | |
Total liabilities assumed | | | 4,781,708 | |
| | | | |
Goodwill | | $ | 3,145,516 | |
Identifiable intangible assets will be amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of the intangibles are:
| | Estimated Useful Life |
Trade names/trademarks | | 10 years |
Customer/distributor relationships | | 15 years |
A50 - Developed technology | | 7 years |
Ares - Developed technology | | 14 years |
A30 - In-process research & development | | Indefinite |
Goodwill | | Indefinite |
The pro forma condensed combined financial statements reflect management’s best estimate of the fair value of the tangible and intangible assets acquired and liabilities assumed based on a preliminary valuation study performed by an independent third-party valuation firm based on information currently available. As final valuations are performed, increases or decreases in the fair value of assets acquired and liabilities assumed will result in adjustments, which may be material, to the pro forma balance sheet and/or statement of operations.
4. Pro Forma Adjustments
The following assumptions and adjustments apply to the unaudited pro forma condensed combined financial statements:
| A. | To record OpGen’s estimated transaction costs, such as legal, audit, advisory fees and transactional fees that were not incurred as of March 31, 2020. |
| B. | To record the Curetis Business’s estimated transaction costs, such as legal, audit, advisory fees and transactional fees that were not incurred as of March 31, 2020. |
| C. | To eliminate the Curetis Business’ common stock, historical paid-in-capital, accumulated other comprehensive loss, and accumulated deficit balances. |
| D. | To reflect 2,028,208 shares issued to Curetis N.V. at closing of the business combination. |
| E. | To reflect the fair value of assumed Seller Stock Option Plan awards related to pre-combination service. |
| F. | To reflect the pro forma impact of the allocation of the purchase consideration to the fair value of the (i) tangible and identifiable intangible assets acquired, (ii) liabilities assumed, and (iii) goodwill. |
| G. | To reflect the pro forma intercompany elimination of the interim facility between OpGen and the Curetis Business. |
| H. | To eliminate the historical Curetis Business debt acquired by OpGen. |
| I. | To reflect the reclassification of the long term potion of debt acquired by OpGen |
| J. | To reflect the pro forma amortization of the acquired identifiable intangible assets over their estimated useful lives. |
| K. | To reflect the elimination of transaction expenses incurred by OpGen and the Curetis Business during the year ended December 31, 2019 and three months ended March 31, 2020. |
| L. | To eliminate interest expense/income on the interim facility between OpGen and the Curetis Business |
| M. | To reflect the step up basis of acquired inventory. |
Adjustments to accrued expenses are as follows (in thousands): | | March 31, 2020 |
OpGen's estimated transaction costs (A) | | $ | 555 | |
Curetis Business estimated transaction costs (B) | | | 115 | |
Total | | $ | 670 | |
Adjustments to short-term notes payable are as follows (in thousands): | | March 31, 2020 |
Eliminate Curetis Business’ historical short-term notes payable (H) | | $ | (29,640 | ) |
Fair value of acquired notes payable (F) | | | 22,383 | |
Eliminate Interim Facility between OpGen and Curetis (G) | | | (4,398 | ) |
To reclassify long term portion of acquired notes payable (I) | | | (16,218 | ) |
Total | | $ | (27,873 | ) |
Adjustments to common stock are as follows (in thousands): | | March 31, 2020 |
Eliminate Curetis Business' historical common stock balance (C) | | $ | (6,141 | ) |
To reflect shares issued to Curetis N.V. under the implementation agreement (D) | | | 20 | |
Total | | $ | (6,121 | ) |
Adjustments to additional paid-in capital are as follows (in thousands): | | March 31, 2020 |
Eliminate Curetis Business' historical additional paid-in-capital balance (C) | | $ | (178,061 | ) |
To reflect shares issued to Curetis N.V. under the implementation agreement (D) | | | 4,829 | |
To reflect FV of precombination service of assumed Seller Stock Option Plan (E) | | | 49 | |
Total | | $ | (173,183 | ) |
Adjustments to accumulated deficit are as follows (in thousands): | | March 31, 2020 |
Eliminate Curetis Business' historical accumulated deficit balance (C) | | $ | 200,534 | |
OpGen's estimated transaction costs (A) | | | (555 | ) |
Curetis Business estimated transaction costs (B) | | | (115 | ) |
Eliminate Interim Facility between OpGen and Curetis (G) | | | (411 | ) |
Total | | $ | 199,453 | |