Exhibit 99.1
UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
As disclosed within the Current Report on Form 8-K accompanying this exhibit, we have completed the sale of our contract research and development services business (the Service Business).
The unaudited pro forma financial information herein provides the financial condition and results of operations of SCYNEXIS, Inc. after giving effect to a sale of our service business. The Company expects to report the service business in discontinued operations within the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, pursuant to FASB Topic 205-20, Presentation of Financial StatementsDiscontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The historical financial information has been adjusted to give effect to events that are directly attributable to a divestiture based on assumptions that management believes are reasonable. The unaudited pro forma financial information represents managements best estimate of the Companys financial position and results of operations that would have been obtained had a divestiture been completed as of the date or for the periods presented, but may not necessarily be indicative of or comparable to the financial position or results of operations that may be obtained in the future. The unaudited pro forma financial information excludes any transaction costs, transaction gains or losses, and any indirect costs related to employee severance, incentive compensation, and other restructuring events. Further, the unaudited pro forma financial information excludes any obligations arising from or costs associated with the Commitment to Services Agreement, the material terms of which are described in Item 1.01 of the Current Report on Form 8-K accompanying this exhibit. The purpose of this Services Agreement is to replace services that were previously provided internally by employees of the Company prior to the sale of the Services Business, which are included in research and development expenses within our historical statements of operations. The employees performing these services became employees of the Buyer in connection with this sale transaction. While profit margin is included in the amount of the minimum purchase obligation above, such amount cannot be reasonably estimated; accordingly, any profit margin associated with the Services Agreement has not been included in accompanying unaudited condensed pro forma financial information.
The unaudited condensed pro forma balance sheet has been prepared as of March 31, 2015 and gives effect to the sale of the service business as if it had occurred on that date. The unaudited condensed pro forma statements of operations have been prepared for the three months ended March 31, 2015 and for the years ended December 31, 2014, and 2013, and give effect to the sale of the service business as if it had occurred as of January 1, 2013.
Historically, we have viewed and managed our operations as a single, shared group of assets and resources that we have utilized to provide contract research and development services to customers and to advance our internal research and development efforts for the discovery and development of proprietary and novel compounds. All of our activities have been conducted within a single facility, which we lease from a third-party landlord, and the majority of our property, plant, and equipment consist of leasehold improvements related to our leased facility. We manage and allocate resources to support both our contract research and development service activities, from which we have derived substantially all of our revenues, and our internal research and development activities. Our general and administrative expenses support all of our operating activities. In preparing the pro forma financial information herein, we adjusted our historical financial information to exclude all service revenues, and to exclude all expenses, assets, and liabilities directly associated with the service business.
The unaudited pro forma financial information herein has been derived from and should be read in conjunction with the historical financial statements of SCYNEXIS contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 15, 2015, and in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.
UNAUDITED CONDENSED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 2015
(in thousands, except share amounts)
SCYNEXIS, Inc. Historical |
Pro Forma Adjustments (a) |
SCYNEXIS, Inc. Pro Forma |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 27,620 | 2,551 | (b) | $ | 30,171 | ||||||
Accounts receivable, net of allowance for bad debts |
681 | (681 | ) | | ||||||||
Unbilled services |
372 | (372 | ) | | ||||||||
Prepaid expenses and other current assets |
1,157 | (434 | ) | 723 | ||||||||
Escrow receivable |
| 500 | (b) | 500 | ||||||||
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Total current assets |
29,830 | 1,564 | 31,394 | |||||||||
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Property and equipment, net of accumulated depreciation |
4,674 | (3,753 | ) (c) | 921 | ||||||||
Other assets |
96 | (64 | ) | 32 | ||||||||
Deferred offering costs |
257 | | 257 | |||||||||
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Total assets |
$ | 34,857 | $ | (2,253 | ) | $ | 32,604 | |||||
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Liabilities and stockholders equity |
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Current liabilities: |
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Accounts payable |
$ | 1,372 | $ | (562 | ) | $ | 810 | |||||
Accrued expenses |
3,280 | (1,493 | ) | 1,787 | ||||||||
Deferred revenue, current portion |
480 | (223 | ) | 257 | ||||||||
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Total current liabilities |
5,132 | (2,278 | ) | 2,854 | ||||||||
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Deferred revenue, net of current portion |
1,050 | (222 | ) | 828 | ||||||||
Deferred rent |
1,237 | (951 | ) (c) | 286 | ||||||||
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Total liabilities |
7,419 | (3,451 | ) | 3,968 | ||||||||
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Commitments and contingencies |
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Stockholders equity: |
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Common stock, $0.001 par value, 125,000,000 shares authorized as of March 31, 2015, and December 31, 2014; 8,527,210 and 8,512,103 shares issued and outstanding as of March 31, 2015, and December 31, 2014, respectively | 8 | | 8 | |||||||||
Additional paid-in capital |
151,325 | | 151,325 | |||||||||
Accumulated deficit |
(123,895 | ) | 1,198 | (122,697 | ) | |||||||
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Total stockholders equity |
27,438 | 1,198 | 28,636 | |||||||||
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Total liabilities and stockholders equity |
$ | 34,857 | $ | (2,253 | ) | $ | 32,604 | |||||
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UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
(in thousands, except per share amounts)
SCYNEXIS, Inc. Historical |
Pro Forma Adjustments |
SCYNEXIS, Inc. Pro Forma |
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Revenue related party |
$ | 987 | $ | (987 | ) | $ | | |||||
Revenue |
2,310 | (2,246 | ) | 64 | ||||||||
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Total revenue |
3,297 | (3,233 | ) (d) | 64 | ||||||||
Cost of revenue |
3,231 | (3,231 | ) (e) | | ||||||||
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Gross profit |
66 | (2 | ) | 64 | ||||||||
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Operating expenses: |
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Research and development |
4,218 | (431 | ) (f) | 3,787 | ||||||||
Selling, general and administrative |
2,233 | (413 | ) (g) | 1,820 | ||||||||
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Total operating expenses |
6,451 | (844 | ) | 5,607 | ||||||||
Loss from operations |
(6,385 | ) | 842 | (5,543 | ) | |||||||
Other (income) expense: |
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Interest income |
(1 | ) | | (1 | ) | |||||||
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Total other (income) expense |
(1 | ) | | (1 | ) | |||||||
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Loss from continuing operations |
$ | (6,384 | ) | $ | 842 | $ | (5,542 | ) | ||||
Deemed dividend for beneficial conversion feature on Series D-2 preferred stock |
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Deemed dividend for antidilution adjustments to convertible preferred stock |
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Accretion of convertible preferred stock |
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Loss from continuing operations attributable to common stockholders basic and diluted |
$ | (6,384 | ) | $ | 842 | $ | (5,542 | ) | ||||
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Per share information: |
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Loss per common share from continuing operations, basic and diluted |
$ | (0.75 | ) | $ | (0.65 | ) | ||||||
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Weighted average shares outstanding: |
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Basic and diluted |
8,516,467 | 8,516,467 | ||||||||||
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UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014
(in thousands, except per share amounts)
SCYNEXIS, Inc. Historical |
Pro Forma Adjustments |
SCYNEXIS, Inc. Pro Forma |
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Revenue related party |
$ | 7,288 | $ | (7,288 | ) | $ | | |||||
Revenue |
11,736 | (10,480 | ) | 1,256 | ||||||||
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Total revenue |
19,024 | (17,768 | ) (d) | 1,256 | ||||||||
Cost of revenue |
15,446 | (15,446 | ) (e) | | ||||||||
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Gross profit |
3,578 | (2,322 | ) | 1,256 | ||||||||
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Operating expenses: |
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Research and development |
8,287 | | (f) | 8,287 | ||||||||
Selling, general and administrative |
7,568 | (1,473 | ) (g) | 6,095 | ||||||||
Gain on insurance recovery |
(165 | ) | 165 | (h) | | |||||||
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Total operating expenses |
15,690 | (1,308 | ) | 14,382 | ||||||||
Loss from operations |
(12,112 | ) | (1,014 | ) | (13,126 | ) | ||||||
Other (income) expense: |
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Amortization of deferred financing costs and debt discount |
755 | | 755 | |||||||||
Loss on extinguishment of debt |
1,389 | | 1,389 | |||||||||
Interest expense, net |
48 | | 48 | |||||||||
Derivative fair value adjustment |
(10,080 | ) | | (10,080 | ) | |||||||
Other expense |
10 | | 10 | |||||||||
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Total other (income) expense |
(7,878 | ) | | (7,878 | ) | |||||||
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Loss from continuing operations |
$ | (4,234 | ) | $ | (1,014 | ) | $ | (5,248 | ) | |||
Deemed dividend for beneficial conversion feature on Series D-2 preferred stock |
(909 | ) | | (909 | ) | |||||||
Deemed dividend for antidilution adjustments to convertible preferred stock |
(214 | ) | | (214 | ) | |||||||
Accretion of convertible preferred stock |
(510 | ) | | (510 | ) | |||||||
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Loss from continuing operations attributable to common stockholders basic |
$ | (5,867 | ) | $ | (1,014 | ) | $ | (6,881 | ) | |||
Derivative fair value adjustment |
(10,080 | ) | | (10,080 | ) | |||||||
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Loss from continuing operations attributable to common stockholders diluted |
$ | (15,947 | ) | $ | (1,014 | ) | $ | (16,961 | ) | |||
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Per share information: |
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Loss per common share from continuing operations, basic |
$ | (1.04 | ) | $ | (1.22 | ) | ||||||
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Loss per common share from continuing operations, diluted |
$ | (2.69 | ) | $ | (2.86 | ) | ||||||
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Weighted average shares outstanding: |
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Basic |
5,663,311 | 5,663,311 | ||||||||||
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Diluted |
5,937,087 | 5,937,087 | ||||||||||
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UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2013
(in thousands, except per share amounts)
SCYNEXIS, Inc. Historical |
Pro Forma Adjustments |
SCYNEXIS, Inc. Pro forma |
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Revenue related party |
$ | 7,288 | $ | (7,288 | ) | $ | | |||||
Revenue |
9,569 | (9,412 | ) | 157 | ||||||||
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Total revenue |
16,857 | (16,700 | ) (d) | 157 | ||||||||
Cost of revenue |
16,305 | (16,305 | ) (e) | | ||||||||
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Gross profit |
552 | (395 | ) | 157 | ||||||||
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Operating expenses: |
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Research and development |
4,363 | | (f) | 4,363 | ||||||||
Selling, general and administrative |
4,381 | (1,801 | ) (g) | 2,580 | ||||||||
Gain on sale of asset |
(988 | ) | 988 | (h) | | |||||||
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Total operating expenses |
7,756 | (813 | ) | 6,943 | ||||||||
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Loss from operations |
(7,204 | ) | 418 | (6,786 | ) | |||||||
Other expense: |
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Amortization of deferred financing costs and debt discount |
3,485 | | 3,485 | |||||||||
Interest expense on beneficial conversion feature |
10,802 | | 10,802 | |||||||||
Interest expense related party |
892 | | 892 | |||||||||
Interest expense, net |
192 | | 192 | |||||||||
Derivative fair value adjustment |
7,886 | | 7,886 | |||||||||
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Total other expense |
23,257 | | 23,257 | |||||||||
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Loss from continuing operations |
$ | (30,461 | ) | $ | 418 | $ | (30,043 | ) | ||||
Deemed dividend for beneficial conversion feature on Series D-2 preferred stock |
(4,232 | ) | | (4,232 | ) | |||||||
Deemed dividend for antidilution adjustments to convertible preferred stock |
(6,402 | ) | | (6,402 | ) | |||||||
Accretion of convertible preferred stock |
(5,714 | ) | | (5,714 | ) | |||||||
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Loss from continuing operations attributable to common stockholders basic and diluted |
$ | (46,809 | ) | $ | 418 | $ | (46,391 | ) | ||||
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Per share information: |
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Loss per common share from continuing operations, basic and diluted |
$ | (139.47 | ) | $ | (138.23 | ) | ||||||
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Weighted average shares outstanding: |
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Basic and diluted |
335,612 | 335,612 | ||||||||||
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(a) | With the exception of adjustment amounts described in footnote (b) below, the adjustment amounts in this column represent all assets and liabilities directly associated with operating activities of the Service Business. Certain assets and liabilities that benefit or are utilized across all of our operating activities were allocated using consistently applied methodologies that include employee headcount and facility square footage. See footnote (c) below for additional discussion of certain allocations. |
(b) | The adjustment to cash and cash equivalents represents the aggregate purchase price of $3,875,000, net of a $824,064 pre-closing working capital adjustment and net of $500,000 withheld and paid into escrow at close. The $500,000 withheld at closing is subject to an escrow for a period of twelve months from the date of close to satisfy indemnification obligations of the Company in connection with breaches of any representation and warranties and other customary obligations under the terms of the Asset Purchase Agreement. We do not expect to incur any indemnification obligations and, therefore, we have presented the escrow balance as current receivable in the balance sheet herein. |
(c) | Represents allocated property, plant, and equipment assets and deferred rent associated with the service business. All of our operating activities are conducted within a single facility that we lease from a third-party landlord, and the majority of our property, plant, and equipment consist of leasehold improvements related to our leased facility. We have allocated property, plant, and equipment assets and the deferred rent liability associated with our facility lease based on our best estimate of the relative utilization of the facility by our service business and our internal research and development operations. Relative utilization was estimated using facility square footage and direct service business operating cost information. Laboratory equipment directly associated with service business operating activities is also included in the adjustment amount herein. |
(d) | Represents all revenue generated from our service business. |
(e) | Represents all expenses directly associated with the generation of service business revenues. |
(f) | With the exception of $431,000 of animal health research and development expenditures incurred in the three months ended March 31, 2015, all research and development expenses in the periods presented herein are associated with the research and development operating activities of the continuing SCYNEXIS, Inc. entity and are not part of the operating activities of the service business that was sold. |
(g) | Represents allocated general and administrative expenses associated with the service business. General and administrative expenses that benefit all of our operating activities were allocated using consistently applied methodologies such as employee headcount and facility square footage. |
(h) | Represents gain amounts associated with insurance recovery and asset sales attributable to the service business. |