EXHIBIT 99.2
UNAUDITED PROFORMA FINANCIAL INFORMATION
On January 1, 2015, Imprimis Pharmaceuticals, Inc. (the “Company”) completed the acquisition of all of the outstanding capital stock of South Coast Specialty Compounding, Inc. d/b/a Park Compounding (“Park”) from the previous owners (the “Park Sellers,” and such transaction, the “Park Acquisition”), pursuant to a Stock Purchase Agreement, dated November 26, 2014, by and among the Company, the Park Sellers, Park and the Seller Representative (as defined therein) (the “Park Purchase Agreement”). Park is a compounding pharmacy accredited by the Pharmacy Compounding Accreditation Board and is located in Irvine, California. On January 1, 2015 (the “Park Closing Date”), in connection with the closing of the Park Acquisition (the “Park Closing”), the Company paid to the Park Sellers an aggregate cash purchase price of $3,000,000, net of fees and expenses, a $100,000 payment for cash remaining in a Park bank account, and subject to adjustment based on the final calculation of Park’s working capital and certain other financial information, and issued to the Park Sellers 63,525 shares of the Company’s common stock, valued at $500,000 based on the average closing price of the common stock for the 10 trading days preceding the Park Closing. In addition, the Company is obligated to make 12 quarterly cash payments to the Park Sellers collectively of $53,125 each over the three years following the Park Closing, totaling $637,500. The Park Sellers have the option to receive the last six of such quarterly payments, totaling up to an aggregate of $318,750, in the form of 6,749 shares of the Company’s common stock for each such payment.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2014 includes the historical balance sheet of Imprimis Pharmaceuticals, Inc. as of December 31, 2014 and the historical balance sheet of Park, as of December 31, 2014. The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 includes the historical statement of operations of Imprimis Pharmaceuticals, Inc. and historical statement of income of Park for the year ended December 31, 2014, giving effect to the acquisition as if it had been consummated at the beginning of the fiscal year presented.
The pro forma statement of operations does not reflect any future operating efficiencies and cost savings resulting from the transaction. Unaudited pro forma condensed combined financial information is presented for information purposes only and is not necessarily indicative of the results that actually would have been realized had the acquisition been completed on the date indicated or which may be expected to occur in the future.
The unaudited pro forma condensed combined financial information should be read in conjunction with the audited historical financial statements and related notes of Imprimis Pharmaceuticals, Inc. which are incorporated by reference into this Form 8-K/A and the audited historical financial statements and related notes of Park, which are included as an exhibit in this Form 8-K/A.
The unaudited pro forma condensed combined financial information excludes costs associated with the integration and consolidation of the companies.
IMPRIMIS PHARMACEUTICALS, INC. & SOUTH COAST SPECIALTY COMPOUNDING, INC. d/b/a PARK COMPOUNDING
PRO FORMA CONDENSED COMBINED BALANCE SHEET
as of December 31, 2014
(Unaudited)
Imprimis Pharmaceuticals, Inc. | South Coast Specialty Compounding, Inc. | Pro Forma Adjustments | Combined | ||||||||||||||
ASSETS | |||||||||||||||||
Current assets | |||||||||||||||||
Cash and cash equivalents | $ | 8,211,492 | $ | 124,713 | $ | (3,215,000 | ) | (a) | $ | 5,121,205 | |||||||
Restricted short-term investments | 150,264 | - | - | 150,264 | |||||||||||||
Accounts receivable, net | 81,322 | 398,757 | - | 480,079 | |||||||||||||
Prepaid expenses and other current assets | 240,401 | - | - | 240,401 | |||||||||||||
Inventories | 372,735 | 231,759 | - | 604,494 | |||||||||||||
Total current assets | 9,056,214 | 755,229 | (3,215,000 | ) | 6,596,443 | ||||||||||||
Intangible assets | 610,994 | - | 2,625,000 | (b) | 3,235,994 | ||||||||||||
Goodwill | 331,621 | - | 772,720 | (c) | 1,104,341 | ||||||||||||
Furniture and equipment, net | 243,395 | 251,470 | - | 494,865 | |||||||||||||
TOTAL ASSETS | $ | 10,242,224 | $ | 1,006,699 | $ | 182,720 | $ | 11,431,643 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Current liabilities | |||||||||||||||||
Accounts payable and accrued expenses | $ | 786,675 | $ | 268,004 | $ | - | $ | 1,054,679 | |||||||||
Accrued payroll and related liabilities | 716,332 | 30,905 | - | 747,237 | |||||||||||||
Customer deposits | 1,683 | 36,318 | - | 38,001 | |||||||||||||
Current portion of acquisition obligations | - | - | 206,347 | (d) | 206,347 | ||||||||||||
Current portion of contingent acquisition obligations | 31,466 | - | - | 31,466 | |||||||||||||
Current portion of capital lease obligations | 24,112 | 3,549 | - | 27,661 | |||||||||||||
Total current liabilities | 1,560,268 | 338,776 | 206,347 | 2,105,391 | |||||||||||||
Deferred acquisition contingent obligations, net of current portion | 483,156 | - | - | 483,156 | |||||||||||||
Deferred acquisition obligations, net of current portion | - | - | 384,340 | (d) | 384,340 | ||||||||||||
Accrued expenses, net of current portion | 29,658 | - | - | 29,658 | |||||||||||||
Capital lease obligations, net of current portion | 18,968 | - | - | 18,968 | |||||||||||||
TOTAL LIABILITIES | 2,092,050 | 338,776 | 590,687 | 3,021,513 | |||||||||||||
TOTAL STOCKHOLDERS’ EQUITY | 8,150,174 | 667,923 | (407,967 | ) | (e) | 8,410,130 | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 10,242,224 | $ | 1,006,699 | $ | 182,720 | $ | 11,431,643 |
See accompanying notes to unaudited pro forma condensed combined financial statements
IMPRIMIS PHARMACEUTICALS, INC. & SOUTH COAST SPECIALTY COMPOUNDING, INC. d/b/a PARK COMPOUNDING
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2014
(Unaudited)
Imprimis Pharmaceuticals, Inc. | South Coast Specialty Compounding, Inc. | Pro Forma Adjustments | Combined | ||||||||||||||
Sales, net | $ | 1,652,386 | $ | 4,077,765 | - | $ | 5,730,151 | ||||||||||
License revenues | 7,860 | - | - | 7,860 | |||||||||||||
Total revenues | 1,660,246 | 4,077,765 | - | 5,738,011 | |||||||||||||
Cost of sales | (1,092,839 | ) | (2,071,411 | ) | - | (3,164,250 | ) | ||||||||||
Gross profit | 567,407 | 2,006,354 | - | 2,573,761 | |||||||||||||
Operating Expenses: | |||||||||||||||||
Selling, general and administrative | 10,477,496 | 1,382,081 | 396,453 | (f)(g) | 12,256,030 | ||||||||||||
Research and development | 236,660 | - | - | 236,660 | |||||||||||||
Total operating expenses | 10,714,156 | 1,382,081 | 396,453 | 12,492,690 | |||||||||||||
Income (loss) from operations | (10,146,749 | ) | 624,273 | (396,453 | ) | (9,918,929 | ) | ||||||||||
Other income (expense): | |||||||||||||||||
Interest expense | (3,800 | ) | (29 | ) | (24,854 | ) | (h) | (28,683 | ) | ||||||||
Interest income | 32,446 | - | - | 32,446 | |||||||||||||
Total other income (expense), net | 28,646 | (29 | ) | (24,854 | ) | 3,763 | |||||||||||
Net income (loss) | $ | (10,118,103 | ) | $ | 624,244 | (421,307 | ) | $ | (9,915,166 | ) | |||||||
Net (loss) per share of common stock, basic and diluted | $ | (1.11 | ) | $ | (1.08 | ) | |||||||||||
Weighted average number of shares of common stock outstanding, basic and diluted | 9,132,989 | 9,196,514 |
See accompany notes to unaudited pro forma condensed combined financial statements
IMPRIMIS PHARMACEUTICALS, INC. & SOUTH COAST SPECIALTY COMPOUNDING, INC. d/b/a PARK COMPOUNDING
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined balance sheet as of December 31, 2014 and the unaudited pro forma combined statement of operations for the year ended December 31, 2014, are based on Imprimis Pharmaceuticals, Inc.’s (“the Company”) historical financial statements as of and for the year ended December 31, 2014, and the historical financial statements of South Coast Specialty Compounding, Inc. d/b/a Park Compounding (“Park”) as of and for the year ended December 31, 2014, after giving effect to the Company’s acquisition of Park on January 1, 2015 and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The Company is required to recognize the assets acquired and, liabilities assumed, measured at their fair values as of the acquisition date. Significant assumptions and estimates have been made in determining the purchase price and the allocation of the purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change during the purchase price measurement period as the Company finalizes the valuations of the net tangible assets, intangible assets and note payable considerations. These changes could result in material variances between its future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.
Accounting Period Presented
The unaudited pro forma condensed combined balance sheet and statement of operations as of and for the year ended December 31, 2014, are presented as if the Park acquisition occurred at the beginning of the fiscal year presented.
NOTE 2. PURCHASE PRICE ALLOCATION
On January 1, 2015, the Company acquired all of the outstanding capital stock of Park (the “Park Acquisition”) from Dennis Saadeh and Tina Sulic-Saadeh (the “Sellers”), such that Park became a wholly-owned subsidiary of the Company. The acquisition of Park permits the Company to further make and distribute its patent-pending proprietary drug formulations and other novel pharmaceutical solutions and introduces the Company to new geographic and compounded formulation markets.
The estimated acquisition date fair value of consideration transferred, assets acquired and liabilities assumed for Park are presented below and represent the Company’s best estimates.
Preliminary Fair Value of Consideration Transferred
At closing of the Park Acquisition (the “Park Closing”), the Company paid to the Sellers an aggregate cash purchase price of $3,000,000, net of fees and expenses, a $100,000 payment for cash remaining in a Park bank account and subject to adjustment based on the final calculation of Park’s working capital and certain other financial information, and issued to the Sellers 63,525 shares of the Company’s restricted common stock, valued at $500,000 based on the average closing price of the Company’s common stock for the 10 trading days preceding the Park Closing. In addition, the Company is obligated to make 12 quarterly cash payments to the Sellers collectively of $53,125 each over the three years following the Park Closing, totaling $637,500; provided that the Sellers will have the option to receive the last six of such quarterly payments, totaling up to an aggregate of $318,750, in the form of 6,749 shares of the Company’s common stock for each such payment.
Management applied a discount rate of 25% for the restricted common stock payment related to a lack of marketability associated with the holding period restriction. The total acquisition date fair value of the consideration to be transferred is estimated at approximately $4.1 million. The total acquisition date fair value of consideration transferred is estimated as follows:
Cash payment to sellers | $ | 3,100,000 | ||
Common stock issuance to the Sellers | 374,956 | |||
Deferred consideration to the Sellers | 590,687 | |||
Total acquisition date fair value | $ | 4,065,643 |
A liability of $590,687 will be recognized for an estimate of the acquisition date fair value of the deferred consideration.
Preliminary Allocation of Consideration Transferred
The identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date based on their estimated fair values as of January 1, 2015, the acquisition date. The excess of the acquisition date fair value of consideration transferred over estimated fair value of the net tangible assets and intangible assets acquired was recorded as goodwill.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
Cash and cash equivalents | $ | 124,713 | ||
Accounts receivable | 398,757 | |||
Inventories | 231,759 | |||
Furniture and equipment | 251,470 | |||
Intangible assets | 2,625,000 | |||
Total identifiable assets acquired | 3,631,699 | |||
Accounts payable and accrued expenses | 298,909 | |||
Other liabilities | 39,867 | |||
Total liabilities assumed | 338,776 | |||
Total identifiable assets less liabilities assumed | 3,292,923 | |||
Goodwill | 772,720 | |||
Net assets acquired | $ | 4,065,643 |
Intangible Assets
In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of the acquired assets, analyses of historical financial performance and estimates of future performance of Park sales. The fair values of the identified intangible assets related to the customer relationships, trade name, non-competition clause, and state pharmacy licenses. Customer relationships and the non-competition clause were calculated using the income approach. Trade name and state pharmacy licenses were calculated using the cost approach. The following table sets forth the components of identified intangible assets associated with the Park Acquisition and their estimated useful lives.
Fair Value | Useful Life | |||||
Customer relationships | $ | 2,383,000 | 3 - 15 years | |||
Trade name | 10,000 | 5 years | ||||
Non-competition clause | 224,000 | 3 years | ||||
State pharmacy licenses | 8,000 | 25 years | ||||
$ | 2,625,000 |
The Company determined the useful lives of intangible assets based on the expected future cash flows associated with the respective asset. Trade names represent the fair value of the brand and name recognition associated with the marketing of Park’s formulations and services. Customer relationships represent the expected benefit from future contracts and relationships which, at the date of acquisition, were reasonably anticipated to continue given the history and operating practices of Park.
The accompanying unaudited pro forma condensed combined statement of operations includes an adjustment to record amortization expense for the identifiable intangible assets of $281,453, for the year ended December 31, 2014, as if the acquisition had occurred on January 1, 2014.
Goodwill
Of the total estimated purchase price, $772,720 was allocated to goodwill. Goodwill represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill resulting from the business will be tested for impairment at least annually and more frequently if certain indicators are present. In the event the Company determines that the value of goodwill has become impaired, it will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. None of the goodwill is expected to be deductible for income tax purposes.
NOTE 3. PRO FORMA AND RECLASSIFICATION ADJUSTMENTS
Pro forma adjustments are made to reflect the estimated purchase price, to adjust amounts related to Park’s net tangible assets and intangible assets to a preliminary estimate of the fair values of those assets and to reflect the amortization expense related to the estimated amortizable intangible assets. Additionally, the Company reclassified certain of Park’s balances to conform to the Company’s financial statement presentation.
The following describes the pro forma adjustments related to the Park Acquisition made in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2014, and the unaudited pro forma combined statement of operations for the year ended December 31, 2014, giving effect to the acquisition as if it had been consummated at the beginning of the fiscal year presented:
(a) | To reflect the cash paid to the Sellers in connection with the Park Acquisition ($3,100,000) and estimated related transaction costs ($115,000). | |
(b) | To reflect the fair value of identifiable intangible assets acquired. | |
(c) | To reflect the fair value of the goodwill based on the net assets acquired as if the Park Acquisition occurred on January 1 of the period presented. | |
(d) | To reflect the estimated fair value of the deferred consideration owed to the Sellers in connection with the Park Acquisition ($590,687). | |
(e) | To reflect the estimated fair value of the issuance of the Company’s common stock as part of the Park Acquisition ($374,956), the elimination of Park’s stockholders’ equity ($667,923), offset by the estimated direct acquisition costs incurred by the Company ($115,000). | |
(f) | To reflect estimated amortization expense of identifiable intangible assets of $281,453, for the year ended December 31, 2014, as if the acquisition had occurred at the beginning of the fiscal year presented. | |
(g) | To reflect the estimated direct acquisition costs incurred by the Company of $115,000. | |
(h) | To reflect the estimated amortization of the note payable discount of $24,854, for the year ended December 31, 2014, as if the acquisition had occurred at the beginning of the fiscal year presented. |
The fair value adjustments made herein and the allocation of purchase price is preliminary. The final allocation will be based on estimates and appraisals that will be finalized within one year of the closing of the Park Acquisition and based on the Company’s final evaluation of Park’s assets and liabilities, including both tangible and intangible assets. The final allocation of purchase price and the resulting effect on net income (loss) may differ from the pro forma amounts included herein. If the Company’s final purchase price allocation differs from the allocation used in preparing these pro forma combined condensed financial statements, the Company’s pro forma tangible and intangible assets and pro forma net income (loss) could be higher or lower. Goodwill represents the excess purchase price after all other intangibles have been identified, and, at this time, the Company has not completed its valuation analysis of intangible assets and will update these values in future filings.
The Company has not currently identified any pre-acquisition contingencies where a liability is probable and the amount of the liability can be reasonably estimated. If information becomes available to management prior to the end of the measurement period (no longer than 12 months after the closing of the acquisition), which would indicate that a liability as of the acquisition date is probable and the amount can be reasonably estimated, such items will be reflected in the acquisition accounting.
NOTE 4. PRO FORMA NET LOSS PER COMMON SHARE
The pro forma shares included in the calculation of the weighted average number of common shares outstanding required to calculate basic net loss per share assumes the issuance of an aggregate of 63,525 shares of common stock in connection with the acquisition of Park at the beginning of the fiscal year presented.
The calculation of the pro forma basic and diluted weighted average number of common shares outstanding for the year ended December 31, 2014 is as follows:
For the Year Ended | ||||
December 31, 2014 | ||||
Weighted average shares of common stock outstanding | 9,132,989 | |||
Common stock issuances paid to the Sellers | 63,525 | |||
Pro forma weighted average shares of common stock outstanding | 9,196,514 |