Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Basis of Presentation
The Unaudited Pro Forma Condensed Combined Financial Statements reflect the combined financial statements after giving effect to the merger. The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect any adjustments to reflect a purchase price allocation. The Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with CollabRx’s historical consolidated financial statements and accompanying notes as of and for the year ended March 31, 2015 and as of and for the three months ended June 30, 2015 and Medytox’s historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014 and as of and for the six months ended June 30, 2015.
The Unaudited Pro Forma Condensed Combined Statements of Income and Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss give effect to the merger as if it had been consummated on January 1, 2014, the beginning of the earliest period presented. The Unaudited Pro Forma Condensed Combined Balance Sheet assumes the merger had been consummated on the balance sheet date of June 30, 2015. The following unaudited pro forma condensed combined financial information may require additional pro forma adjustments including, but not limited to, acquisition accounting adjustments. Information necessary to make adjustments for acquisition accounting is not readily available. Such adjustments may be material to the currently presented pro forma financial information.
The following unaudited pro forma condensed combined financial information includes adjustments to eliminate costs associated with this anticipated transaction; certain duplicate expenses since both parties are SEC registrants and, for the year ended December 31, 2014, reflect the tax benefit of the CollabRx losses as if the combined company filed a single tax return for the period. These pro forma adjustments are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes.
The Unaudited Pro Forma Condensed Combined Financial Statements are provided for informational purposes only. The pro forma information provided is not necessarily indicative of what the combined company’s financial position and results of operations would have actually been had the merger been completed on the dates used to prepare these pro forma financial statements. In addition, the Unaudited Pro Forma Condensed Consolidated Financial Statements do not purport to project the future financial position or results of operations of the merged companies.
These Unaudited Pro Forma Condensed Combined Financial Statements do not give effect to any anticipated purchase price allocations, synergies, operating efficiencies or cost savings that may be associated with the transaction. These financial statements also do not include any integration costs the companies may incur related to the merger as part of combining the operations of the companies. Costs for planning for the integration will be incurred prior to the effective time of the merger, and a substantial portion of the remainder of these costs will be incurred over the year following the merger. In general, these costs will be recorded as expenses when incurred and are non-recurring.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
As of June 30, 2015
| | Medytox | | | CollabRx | | | Pro Forma Adjustments | | | Pro Forma | |
| Cash | | $ | 700,923 | | | $ | 6,084,000 | | | $ | | | | $ | 6,784,923 | |
| Accounts receivable, net | | | 22,471,342 | | | | 192,000 | | | | | | | | 22,663,342 | |
| Prepaid expenses and other current assets | | | 572,314 | | | | 165,000 | | | | | | | | 737,314 | |
| | | | | | | | | | | | | | | | | |
| Total current assets | | $ | 23,744,579 | | | $ | 6,441,000 | | | $ | | | | $ | 30,185,579 | |
| | | | | | | | | | | | | | | | – | |
| Property and equipment, net | | | 7,814,666 | | | | 107,000 | | | | | | | | 7,921,666 | |
| | | | | | | | | | | | | | | | – | |
| Other assets: | | | | | | | | | | | | | | | – | |
| Intangible assets, net | | | 4,420,372 | | | | 441,000 | | | | | | | | 4,861,372 | |
| Goodwill | | | 3,278,813 | | | | 603,000 | | | | | | | | 3,881,813 | |
| Deposits | | | 218,552 | | | | | | | | | | | | 218,552 | |
| Investment in equity | | | – | | | | 818,000 | | | | | | | | 818,000 | |
| | | | | | | | | | | | | | | | – | |
| Total assets | | $ | 39,476,982 | | | $ | 8,410,000 | | | $ | – | | | $ | 47,886,982 | |
| | | | | | | | | | | | | | | | – | |
| Current liabilities: | | | | | | | | | | | | | | | – | |
| Accounts payable | | $ | 3,885,116 | | | $ | 420,000 | | | $ | (448,405 | ) | | $ | 3,856,711 | |
| Accrued expenses | | | 3,627,422 | | | | | | | | (1,398,006 | ) | | | 2,229,416 | |
| Accrued compensation | | | | | | | | | | | | | | | – | |
| Promissory notes payable and interest, current | | | | | | | 208,000 | | | | | | | | 208,000 | |
| Income tax liabilities | | | 7,539,715 | | | | | | | | | | | | 7,539,715 | |
| Deferred Income taxes | | | 9,200 | | | | | | | | | | | | 9,200 | |
| Current portion of notes payable | | | 259,184 | | | | | | | | | | | | 259,184 | |
| Current portion of notes payable, related party | | | 3,804,329 | | | | | | | | | | | | 3,804,329 | |
| Current portion of capital lease obligations | | | 611,927 | | | | | | | | | | | | 611,927 | |
| Derivative liability | | | 380,000 | | | | | | | | | | | | 380,000 | |
| Deferred revenue | | | – | | | | 210,000 | | | | | | | | 210,000 | |
| | | | | | | | | | | | | | | | – | |
| Total current liabilities | | $ | 20,116,893 | | | $ | 838,000 | | | $ | (1,846,411 | ) | | $ | 19,108,482 | |
| | | | | | | | | | | | | | | | – | |
| Other liabilities: | | | | | | | | | | | | | | | – | |
| Repurchase agreements payable | | | – | | | | | | | | | | | | – | |
| Notes payable, net of current portion | | | – | | | | 333,000 | | | | | | | | 333,000 | |
| Capital lease obligations, net of current portion | | | 3,145,080 | | | | | | | | | | | | 3,145,080 | |
| Deferred tax liabilities | | | 291,600 | | | | 172,000 | | | | | | | | 463,600 | |
| Other long-term liabilities | | | | | | | 12,000 | | | | | | | | 12,000 | |
| | | | | | | | | | | | | | | | | |
| Total liabilities | | $ | 23,553,573 | | | $ | 1,355,000 | | | $ | (1,846,411 | ) | | $ | 23,062,162 | |
| | | | | | | | | | | | | | | | – | |
| Commitments and contingencies | | | | | | | | | | | | | | | – | |
| | | | | | | | | | | | | | | | – | |
| Stockholders' equity: | | | | | | | | | | | | | | | – | |
| Preferred stock, 100,000,000 shares authorized: | | | | | | | | | | | | | | | – | |
| Series B preferred stock, $0.0001 par value, 5,000 shares authorized, 5,000 shares issued and outstanding | | | 1 | | | | | | | | | | | | 1 | |
| Series D preferred stock, $0.0001 par value, 200,000 shares authorized, 50,000 shares issued and outstanding | | | 5 | | | | | | | | | | | | 5 | |
| Series E preferred stock, $0.0001 par value, 100,000 shares authorized, 45,000 shares issued and outstanding | | | 5 | | | | | | | | | | | | 5 | |
| Common stock, $0.0001 par value, 50,000,000 shares authorized,13,763,279 shares issued and outstanding | | | 3,093 | | | | 105,000 | | | | | | | | 108,093 | |
| Additional paid-in-capital | | | 10,926,621 | | | | 141,129,000 | | | | | | | | 152,055,621 | |
| Retained earnings | | | 4,993,684 | | | | (134,179,000 | ) | | | 1,846,411 | | | | (127,338,905 | ) |
| Total stockholders' equity | | $ | 15,923,409 | | | $ | 7,055,000 | | | $ | 1,846,411 | | | $ | 24,824,820 | |
| | | | | | | | | | | | | | | | – | |
| Total liabilities and stockholders' equity | | $ | 39,476,982 | | | $ | 8,410,000 | | | $ | – | | | $ | 47,886,982 | |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Six Months Ended June 30, 2015
| | | Historical | | | Pro Forma | | | | |
| | Medytox | | | CollabRx | | | Adjustments | | | Pro Forma | |
| Revenues | | | | | | | | | | | | | | | – | |
| Gross charges (net of contractual allowances and discounts) | | $ | 33,347,632 | | | $ | 272,000 | | | $ | – | | | $ | 33,619,632 | |
| Provision for bad debts | | | (10,317,199 | ) | | | | | | | | | | | (10,317,199 | ) |
| Net Revenues | | | 23,030,433 | | | | 272,000 | | | | | | | | 23,302,433 | |
| | | | | | | | | | | | | | | | – | |
| Operating expenses: | | | | | | | | | | | | | | | – | |
| Direct costs of revenue | | | 6,699,631 | | | | 44,000 | | | | | | | | 6,743,631 | |
| General and administrative | | | 15,035,973 | | | | 1,712,000 | | | | (1,099,454 | ) | | | 15,648,519 | |
| Sales and marketing expenses | | | 2,321,788 | | | | 182,000 | | | | | | | | 2,503,788 | |
| Bad debt expense | | | 99,754 | | | | – | | | | | | | | 99,754 | |
| Depreciation and amortization | | | 1,250,434 | | | | – | | | | | | | | 1,250,434 | |
| Engineering | | | – | | | | 1,080,000 | | | | | | | | 1,080,000 | |
| Research and development | | | – | | | | 23,000 | | | | | | | | 23,000 | |
| Intangible asset impairment | | | – | | | | 571,000 | | | | | | | | 571,000 | |
| Total operating expenses | | $ | 25,407,580 | | | $ | 3,612,000 | | | $ | (1,099,454 | ) | | $ | 27,920,126 | |
| | | | | | | | | | | | | | | | – | |
| Income (loss) from operations | | | (2,377,147 | ) | | | (3,340,000 | ) | | | 1,099,454 | | | | (4,617,693 | ) |
| | | | | | | | | | | | | | | | – | |
| Other income (expense): | | | | | | | | | | | | | | | – | |
| Other income (loss) | | | 23 | | | | (40,000 | ) | | | | | | | (39,977 | ) |
| Gain on legal settlement | | | 275,028 | | | | – | | | | | | | | 275,028 | |
| Interest expense | | | (1,047,543 | ) | | | – | | | | | | | | (1,047,543 | ) |
| Total other income (expense) | | $ | (772,492 | ) | | $ | (40,000 | ) | | $ | – | | | $ | (812,492 | ) |
| | | | | | | | | | | | | | | | – | |
| Income (Loss) before income taxes | | | (3,149,639 | ) | | | (3,380,000 | ) | | | 1,099,454 | | | | (5,430,185 | ) |
| | | | | | | | | | | | | | | | – | |
| Provision (benefit) for income taxes | | | 98,800 | | | | (259,000 | ) | | | – | | | | (160,200 | ) |
| | | | | | | | | | | | | | | | – | |
| Net income (loss) | | | (3,248,439 | ) | | | (3,121,000 | ) | | | 1,099,454 | | | | (5,269,985 | ) |
| | | | | | | | | | | | | | | | – | |
| Preferred stock dividends | | | 1,320,394 | | | | – | | | | (1,320,394 | ) | | | – | |
| | | | | | | | | | | | | | | | – | |
| Net income (loss) attributable to common shareholders | | $ | (1,928,045 | ) | | $ | (3,121,000 | ) | | $ | 2,419,848 | | | $ | (5,269,985 | ) |
| | | | | | | | | | | | | | | | – | |
| Other comprehensive income | | | – | | | | 419,000 | | | | – | | | | 419,000 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive loss | | $ | (1,928,045 | ) | | $ | (2,702,000 | ) | | $ | (2,419,848 | ) | | $ | (4,850,985 | ) |
| | | | | | | | | | | | | | | | | |
Net income (loss) per common share:
Basic and Diluted | | $ | (0.16 | ) | | $ | (0.39 | ) | | | | | | $ | (0.41 | ) |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
For the Twelve Months Ended December 31, 2014
| | | Historical | | | Pro Forma | | | Pro Forma | |
| Income Statement | | Medytox | | | CollabRx | | | Adjustments | | | | |
| Revenues | | | | | | | | | | | | | | | | |
| Gross charges (net of contractual allowances and discounts) | | $ | 77,223,964 | | | $ | 415,000 | | | $ | | | | $ | 77,638,964 | |
| Provision for bad debts | | | (19,296,144 | ) | | | – | | | | | | | | (19,296,144 | ) |
| Net Revenues | | | 57,927,820 | | | | 415,000 | | | | | | | | 58,342,820 | |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Direct costs of revenue | | | 15,920,468 | | | | 72,000 | | | | | | | | 15,992,468 | |
| General and administrative | | | 19,712,018 | | | | 2,071,000 | | | | (271,743 | ) | | | 21,511,275 | |
| Legal fees related to disputed subsidiary | | | 94,217 | | | | – | | | | | | | | 94,217 | |
| Sales and marketing expenses | | | 4,967,188 | | | | 296,000 | | | | | | | | 5,263,188 | |
| Bad debt expense | | | 78,482 | | | | – | | | | | | | | 78,482 | |
| Depreciation and amortization | | | 1,500,453 | | | | – | | | | | | | | 1,500,453 | |
| Engineering | | | – | | | | 2,278,000 | | | | | | | | 2,278,000 | |
| Research and development | | | – | | | | 133,000 | | | | | | | | 133,000 | |
| Total operating expenses | | $ | 42,272,826 | | | $ | 4,850,000 | | | $ | (271,743 | ) | | $ | 46,851,083 | |
| | | | | | | | | | | | | | | | | |
| Income (Loss) from operations | | | 15,654,994 | | | | (4,435,000 | ) | | | 271,743 | | | | 11,491,737 | |
| | | | | | | | | | | | | | | | – | |
| Other income (expense): | | | | | | | | | | | | | | | – | |
| Other income | | | 489 | | | | 12,000 | | | | | | | | 12,489 | |
| Gain on disposition of subsidiary | | | 134,184 | | | | – | | | | | | | | 134,184 | |
| Gain on legal settlement | | | 105,780 | | | | – | | | | | | | | 105,780 | |
| Interest expense | | | (513,815 | ) | | | – | | | | | | | | (513,815 | ) |
| Total other income (expense) | | $ | (273,362 | ) | | $ | 12,000 | | | $ | – | | | $ | (261,362 | ) |
| | | | | | | | | | | | | | | | – | |
| Income (Loss) before income taxes | | | 15,381,632 | | | | (4,423,000 | ) | | | 271,743 | | | | 11,230,375 | |
| | | | | | | | | | | | | | | | – | |
| Provision (benefit) for income taxes | | | 7,561,300 | | | | (74,000 | ) | | | (2,034,116 | ) | | | 5,453,184 | |
| | | | | | | | | | | | | | | | | |
| Net income (Loss) from continuing operations | | | 7,820,332 | | | | (4,349,000 | ) | | | 2,305,859 | | | | 5,777,191 | |
| | | | | | | | | | | | | | | | | |
| Gain from discontinued operations, net of taxes | | | – | | | | 10,000 | | | | | | | | 10,000 | |
| | | | | | | | | | | | | | | | | |
| Net income (Loss) | | | 7,820,332 | | | | (4,339,000 | ) | | | 2,305,859 | | | | 5,787,191 | |
| | | | | | | | | | | | | | | | | |
| Preferred stock dividends | | | 5,010,300 | | | | – | | | | (5,010,300 | ) | | | – | |
| | | | | | | | | | | | | | | | | |
| Net income (Loss) attributable to common shareholders | | $ | 2,810,032 | | | $ | (4,339,000 | ) | | $ | 7,316,159 | | | $ | 5,787,191 | |
| | | | | | | | | | | | | | | | | |
| Net income (Loss) per common share: | | | | | | | | | | | | | | | | |
| Basic and Diluted | | $ | 0.09 | | | $ | (1.75 | ) | | | | | | $ | 0.45 | |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The effective date of the merger is assumed to be June 30, 2015 for purposes of preparing the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2015. The effective date of the merger is assumed to be January 1, 2014 for purposes of preparing the Unaudited Pro Forma Condensed Combined Statements of Operations and Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss. These unaudited pro forma condensed combined financial statements may require additional pro forma adjustments including, but not limited to, acquisition accounting adjustments. Such additional pro forma adjustments may be material to the currently presented pro forma financial statements.
Pro Forma Adjustments
(a) Accounts Payable
The pro forma adjustment to accounts payable on the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2015 reflects the elimination of payables at that date for transactional expenses and duplicative expenses since both companies are SEC registrants.
(b) Accrued Expenses
The pro forma adjustment to accrued expenses on the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2015 reflects the elimination of preferred stock dividends in the amount of $1,320,394 (see below) and accrued expenses in the amount of $52,487 for transactional costs and $25,125 for duplicate expenses for SEC registrants.
(c) General and Administrative Expenses
The pro forma adjustment to general and administrative expenses for the year ended December 31, 2014 reflects an adjustment of $271,743, which includes the elimination of $122,758 of transactional expenses and $148,985 of duplicative expenses since both companies are SEC registrants.
The pro forma adjustment to general and administrative expenses for the six months ended June 30, 2015 reflects an adjustment of $1,099,454, which includes the elimination of $840,778 of transactional expenses and $258,676 of duplicative expenses since both companies are SEC registrants.
(d) Provision for Income Taxes
The pro forma adjustments to the provision for income taxes for the year ended December 31, 2014 reflects a net tax benefit of $2,034,116, which includes $133,154 of additional taxes resulting from the elimination in the general and administrative expenses described above offset by the tax benefit of $2,167,270 realized from the operating losses of CollabRx.
No pro forma adjustments to the provision for income taxes for the six months ended June 30, 2015 have been reflected since the Unaudited Pro Forma Condensed Combined Statements of Income for the period reflects a loss before taxes.
(e) Preferred Stock Dividends
The pro forma adjustment to preferred stock dividends for the year ended December 31, 2014 and the six months ended June 30, 2015 reflects the elimination of the dividend to the holders of Medytox’s Series B Preferred Stock.
