EXHIBIT 99.2
UNAUDITED COMBINED PRO FORMA FINANCIAL DATA
The following unaudited pro forma combined financial information has been prepared to give effect to the acquisition of CNI by Arrowhead and the related financing activities.
On April 20, 2007, Arrowhead entered into a Stock Purchase Agreement (the “Purchase Agreement”) with William A. McMinn, Robert Gower, Mary H. Cain and The Mary H. Cain Marital Trust (collectively, the “Purchasers”) for the sale of 1,431,222 shares of Arrowhead’s common stock in exchange for 1,080,000 shares of Series E Preferred Stock of Carbon Nanotechnologies, Inc., a Delaware corporation (“CNI”). As part of the transactions contemplated by the Purchase Agreement, Arrowhead has committed to register the newly-issued shares of Arrowhead common stock for resale by the Purchasers pursuant to the terms of a Registration Rights Agreement dated as of April 20, 2007 by and among Arrowhead and the Purchasers (the “Registration Rights Agreement”). On the same date, Arrowhead and the Purchasers entered into a Lock-up and Standstill Agreement (the “Lock-up and Standstill Agreement”) whereby the Purchasers agreed to refrain from sales of Arrowhead’s common stock for a period of 181 days following the date of the agreement. The foregoing is intended only as a summary of the terms and conditions of the Purchase Agreement, the Registration Rights Agreements and the related transactions. On April 20, 2007, Unidym (“Unidym”), a Delaware corporation and majority-owned subsidiary of Arrowhead Research Corporation (“Arrowhead”), and Arrowhead amended the Agreement to Provide Additional Capital (“Capital Agreement”) dated June 13, 2006 by and between Arrowhead and Unidym to accelerate the payment of $4 million of additional capital to Unidym, such that it was agreed that all of the capital contributions set forth in the Capital Agreement would be payable to Unidym on April 20, 2007. In aggregate consideration for the acceleration and payment of the additional capital and the transfer from Arrowhead to Unidym of rights and obligations under two sponsored research agreements, Unidym issued 448,000 shares of Unidym common stock to Arrowhead.
On April 20, 2007, pursuant to an Agreement and Plan of Merger, dated as of March 21, 2007, by and among Unidym, Unidym Acquisition, LLC (“Merger LLC”), a Delaware limited liability company and wholly-owned subsidiary of Unidym, CNI, and William A. McMinn as stockholder representative (the “Merger Agreement”), Unidym acquired CNI through a merger of CNI with and into Merger LLC, with Merger LLC continuing as the surviving company of such merger and a wholly-owned subsidiary of Unidym (the “Merger”). Pursuant to the Merger Agreement, at the closing, Unidym issued 5,000,000 shares of Unidym Series A Convertible Preferred Stock, $.0001 par value per share (“Unidym Series A Preferred Stock”), to be distributed to the holders of CNI common stock and 2,784,252 shares of Unidym Series B Convertible Preferred Stock, $.0001 par value per share (“Unidym Series B Preferred Stock”) to be distributed to the holders of CNI Series E Preferred Stock. In addition, in connection with the Merger, all 2,889,000 shares of Unidym Series A Preferred Stock outstanding prior to the effective time of the Merger were converted into 2,889,000 shares of Unidym Series B Preferred Stock. Approximately twenty percent (20%) of the issued and outstanding capital stock of Unidym (calculated on an as-converted to common stock basis after giving effect to the Merger) was placed into a share escrow account to fund certain claims for indemnification for breaches of or inaccuracies in Unidym’s and CNI’s representations and warranties, covenants and agreements.
In accordance with the Merger Agreement, Unidym assumed CNI’s 2007 Restricted Stock Unit Plan and all outstanding CNI restricted stock units that were outstanding as of the effective time of the Merger. In connection with such assumption, appropriate adjustments described in the Merger Agreement were made to the number of shares of Unidym common stock subject to each restricted stock
The preliminary estimated purchase price is as follows:
Consideration paid:
Value assigned to Unidym Series B Preferred Stock distributed to holders of CNI Series E Preferred Stock | $ | 5,400,000 | |
Value assigned Unidym Series A Preferred Stock issued and distributed to holders of CNI Common Stock | 292,277 | ||
Total | $ | 5,692,277 | |
Cash and cash equivalents | $ | 199,000 | ||
Accounts receivable | 184,000 | |||
Grant receivable | 70,000 | |||
Other receivables | 23,000 | |||
Other prepaid expenses | 36,000 | |||
Property and equipment | 66,000 | |||
Rent deposit and other assets | 2,000 | |||
Purchase of in-process research and development | 5,760,000 | |||
Accounts payable | (425,000 | ) | ||
Accrued expenses | (223,000 | ) | ||
$ | 5,692,000 | |||
The acquisition has been accounted for using purchase price accounting in accordance with Financial Accounting Standard No. 141,Business Combinations. The unaudited pro forma combined statement of financial position as of March 31, 2007 gives effect to the acquisition as if it had occurred on that date.
The unaudited pro forma combined statement of operations for the year ended December 31, 2006 gives effect to the acquisition as if it had occurred on January 1, 2006. The unaudited pro forma combined statement of operations includes historical financial results of Arrowhead and CNI for the first quarter ended December 31, 2006 (Arrowhead) and March 31, 2007 (CNI) and the year ended September 30, 2006 (Arrowhead) and December 31, 2006 (CNI), respectively. Any savings or additional costs, which may be realized through the integration of the operations of Arrowhead’s Unidym with CNI, have not been estimated or included in the unaudited pro forma combined statement of operations.
The unaudited pro forma financial information includes the adjustments that have a continuing impact to the combined company to reflect the transaction using purchase accounting. The pro forma adjustments are described in the notes to the unaudited pro forma financial information. The adjustments are based upon preliminary information and certain management judgments and estimates. The purchase accounting adjustments are subject to revisions, which will be reflected in future periods.
The unaudited pro forma financial information and accompanying notes are presented for illustrative purposes only and do not purport to be indicative of, and should not be relied upon as indicative of, the financial position or operating results that may occur in the future or that would have occurred if the acquisition had been consummated on January 1, 2006. The unaudited pro forma financial information should be read in conjunction with:
1) | Arrowhead Research Corporation’s audited consolidated financial statements and notes thereto and management’s discussion and analysis as of and for the fiscal year ended September 30, 2006 filed as part of Arrowhead’s Annual Report on Form 10-K. |
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(2) | Carbon Nanotechnologies, Inc’s audited financial statements and notes thereto as of December 31, 2006 and for the year then ended, included as Exhibit 99.1 of this Form 8-K/A. |
(3) | Arrowhead Research Corporation’s Current Report on Form 8-K, previously filed on April 20, 2007 and its Current Report on Form 8-K/A, filed on June 28, 2007. |
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Unaudited Pro Forma Combined Balance Sheet
As of March 31, 2007
(in thousands)
Arrowhead Research Corp. March 31, 2007 | Carbon Nanotechnologies, Inc. March 31, 2007 | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 21,592 | $ | 199 | $ | — | $ | 21,791 | ||||||||
Marketable securities at fair market value - US Treasury Bills | — | — | — | — | ||||||||||||
Accounts receivable, net of allowance for doubtful account of $13,514 | — | 184 | — | 184 | ||||||||||||
Grant receivable, net of allowance for doubtful account of $0 | — | 70 | — | 70 | ||||||||||||
Other receivables | 2 | 23 | — | 25 | ||||||||||||
Prepaid sponsored research | 313 | — | — | 313 | ||||||||||||
Other prepaid research | 162 | — | — | 162 | ||||||||||||
Other prepaid expenses | 425 | 35 | — | 460 | ||||||||||||
TOTAL CURRENT ASSETS | 22,494 | 511 | — | 23,005 | ||||||||||||
PROPERTY AND EQUIPMENT | ||||||||||||||||
Computers, office equipment and furniture | 562 | 131 | (111) | 582 | ||||||||||||
Research equipment | 1,472 | 4,936 | (4,889) | 1,519 | ||||||||||||
Software | 69 | — | — | 69 | ||||||||||||
Leasehold improvement | 409 | 165 | (165) | 409 | ||||||||||||
2,512 | 5,232 | (5,165) | (2) | 2,579 | ||||||||||||
Less: Accumulated depreciation and amortization | (1,345 | ) | (5,165 | ) | 5,165 | (2) | (1,345 | ) | ||||||||
NET PROPERTY AND EQUIPMENT | 1,167 | 67 | — | 1,234 | ||||||||||||
INTANGIBLE AND OTHER ASSETS | ||||||||||||||||
Rent deposit and other assets | 97 | 2 | — | 99 | ||||||||||||
Patents | 3,147 | — | — | 3,147 | ||||||||||||
License agreements | — | 3,236 | (3,236) | — | ||||||||||||
TOTAL OTHER ASSETS | 3,244 | 3,238 | (3,236) | 3,246 | ||||||||||||
TOTAL ASSETS | $ | 26,905 | $ | 3,816 | $ | (3,236) | $ | 27,485 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Accounts payable | $ | 490 | $ | 425 | $ | — | $ | 915 | ||||||||
Accrued expenses | 330 | 224 | — | 554 | ||||||||||||
Payroll liabilities | 326 | — | — | 326 | ||||||||||||
Preferred stock liability | — | — | — | — | ||||||||||||
Deferred revenue | — | — | — | — | ||||||||||||
TOTAL CURRENT LIABILITIES | 1,146 | 649 | — | 1,795 | ||||||||||||
Minority interests | 1,282 | — | — | 1,282 | ||||||||||||
Commitment and contingencies | ||||||||||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||||||
Common stock | 34 | 20 | (20) | (1) | 34 | |||||||||||
Preferred stock | — | 5,401 | (5,401) | (1) | — | |||||||||||
Additional paid-in capital | 62,800 | 38,766 | (33,367) | (1) | 68,199 | |||||||||||
Accumulated deficit during the development stage | (38,357 | ) | (41,020 | ) | 41,020 | (3) | (43,825 | ) | ||||||||
— | — | (5,760) | (3) | |||||||||||||
— | — | 292 | (3) | |||||||||||||
TOTAL STOCKHOLDERS’ EQUITY | 24,477 | 3,167 | (3,236 | ) | 24,408 | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 26,905 | $ | 3,816 | $ | (3,236 | ) | $ | 27,485 | |||||||
See Notes to Unaudited Pro Forma Combined Financial Statements
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Unaudited Pro Forma Combined Statement of Operations
For the Fiscal Years Ended September 30, 2006 and December 31, 2006
(in thousands)
Arrowhead Research October 1, 2005 - September 30, 2006 | Carbon Nanotechnologies, Inc. January 1, 2006 - December 31, 2006 | Proforma Adjustments | Proforma Combined | |||||||||||||
REVENUE | $ | 595 | $ | 3,109 | $ | — | $ | 3,704 | ||||||||
COST OF GOODS SOLD | — | 2,024 | — | 2,024 | ||||||||||||
GROSS PROFIT | 595 | 1,085 | — | 1,680 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Salaries | 6,471 | 2,181 | — | 8,652 | ||||||||||||
Consulting | 750 | — | — | 750 | ||||||||||||
General and administrative expenses | 5,034 | 1,427 | — | 6,461 | ||||||||||||
Research and development | 8,582 | 369 | 5,760 | (3) | 14,711 | |||||||||||
Depreciation and amortization | 242 | 317 | (233 | ) (4) | 326 | |||||||||||
Goodwill impairment & other charges | 999 | — | — | 999 | ||||||||||||
TOTAL OPERATING EXPENSES | 22,078 | 4,294 | 5,527 | 31,899 | ||||||||||||
OPERATING LOSS | (21,483 | ) | (3,209 | ) | (5,527 | ) | (30,219 | ) | ||||||||
OTHER INCOME (EXPENSES) | ||||||||||||||||
Gain on sale of assets | — | 20 | — | 20 | ||||||||||||
Realized and unrealized gain (loss) in marketable securities | 316 | — | — | 316 | ||||||||||||
Interest income | 853 | 12 | — | 865 | ||||||||||||
Interest expense | — | (241 | ) | 241 | (4) | 0 | ||||||||||
Other income (expense) | — | (15 | ) | — | (15 | ) | ||||||||||
TOTAL OTHER INCOME (EXPENSES) | 1,169 | (224 | ) | 241 | 1,186 | |||||||||||
LOSS BEFORE MINORITY INTERESTS | (20,314 | ) | (3,433 | ) | (5,286 | ) | (29,033 | ) | ||||||||
Minority interests | 1,317 | — | — | 1,317 | ||||||||||||
LOSS FROM CONTINUING OPERATIONS | (18,997 | ) | (3,433 | ) | (5,286 | ) | (27,716 | ) | ||||||||
Provision for income taxes | — | — | — | — | ||||||||||||
NET LOSS | $ | (18,997 | ) | $ | (3,433 | ) | $ | (5,286 | ) | $ | (27,716 | ) | ||||
Loss from continuing operations per share | $ | (0.595 | ) | $ | (0.280 | ) | $ | (0.839 | ) | |||||||
Net loss per share, basic and diluted | $ | (0.595 | ) | $ | (0.280 | ) | $ | (0.839 | ) | |||||||
Weighted average shares outstanding | 31,953,806 | 12,256,253 | 33,033,806 |
See Notes to Unaudited Pro Forma Combined Financial Statements
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Unaudited Pro Forma Combined Statement of Operations
For the First Quarters Ended December 31, 2006 and March 31, 2007
(in thousands)
Arrowhead First Quarter | Carbon Nanotechnologies, Inc. First Quarter January 1, 2007 - March 31, 2007 | Proforma Adjustments | Proforma Combined | |||||||||||||
REVENUE | $ | 11 | $ | 877 | $ | — | $ | 888 | ||||||||
COST OF GOODS SOLD | — | 620 | — | 620 | ||||||||||||
GROSS PROFIT | 11 | 257 | — | 268 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Salaries | 1,727 | 510 | — | 2,237 | ||||||||||||
Consulting | 231 | — | — | 231 | ||||||||||||
General and administrative expenses | 1,177 | 495 | — | 1,672 | ||||||||||||
Research and development | 1,246 | 52 | — | 1,298 | ||||||||||||
Depreciation and amortization | 104 | 72 | (58 | ) (4) | 118 | |||||||||||
Goodwill impairment & other charges | — | — | — | — | ||||||||||||
TOTAL OPERATING EXPENSES | 4,485 | 1,129 | (58 | ) | 5,556 | |||||||||||
OPERATING LOSS | (4,474 | ) | (872 | ) | 58 | (5,288 | ) | |||||||||
OTHER INCOME (EXPENSES) | ||||||||||||||||
Gain on sale of assets | — | — | — | 0 | ||||||||||||
Realized and unrealized gain (loss) in marketable securities | 0 | — | — | 0 | ||||||||||||
Interest income | 313 | 4 | — | 317 | ||||||||||||
Interest expense | — | (77 | ) | 77 | (4) | 0 | ||||||||||
Other income (expense) | — | (6 | ) | — | (6 | ) | ||||||||||
TOTAL OTHER INCOME (EXPENSES) | 313 | (79 | ) | 77 | 311 | |||||||||||
LOSS BEFORE MINORITY INTERESTS | (4,161 | ) | (951 | ) | 135 | (4,977 | ) | |||||||||
Minority interests | 453 | — | — | 453 | ||||||||||||
LOSS FROM CONTINUING OPERATIONS | (3,708 | ) | (951 | ) | 135 | (4,524 | ) | |||||||||
Provision for income taxes | — | — | — | — | ||||||||||||
NET LOSS | $ | (3,708 | ) | $ | (951 | ) | $ | 135 | $ | (4,524 | ) | |||||
Loss from continuing operations per share | $ | (0.108 | ) | $ | (0.078 | ) | $ | (0.128 | ) | |||||||
Net loss per share, basic and diluted | $ | (0.108 | ) | $ | (0.078 | ) | $ | (0.128 | ) | |||||||
Weighted average shares outstanding | 34,181,399 | 12,256,253 | 35,261,399 |
See Notes to Unaudited Pro Forma Combined Financial Statements
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Notes to Unaudited Pro Forma Combined Financial Statements (in thousands)
(1) | Arrowhead Research Corporation issued 1,431,222 shares of Arrowhead’s common stock in exchange for 1,080,000 shares of Series E Preferred Stock of Carbon Nanotechnologies, Inc. Total fair market value of the shares issued was $5.4 million based upon the average closing price of Arrowhead’s common stock during the 10-day period ending March 21, 2007. |
(2) | The preliminary estimate of the fair value of the tangible assets approximates the current net book value. For illustrative purposes it is assumed that the historical costs are adjusted to reflect the current value. The tangible assets will continue to depreciated over their original estimated lives of 3 years. |
(3) | Represents the elimination of stockholders’ equity related to Carbon Nanotechnologies, Inc. The difference between the preliminary estimated value of the assets and liabilities acquired and the total value of consideration given has been expensed as purchased in-process research and development. |
(4) | An adjustment to eliminate the license amortization and the interest expense. The license amortization is eliminated as a result of accounting for the purchase of the existing intangible assets as a purchase of in process research and development. The interest expense is eliminated as a result of issuing stock and the elimination of revolving the line of credit balance. |
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