Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K AMENDMENT NO. 1 - CYNOSURE INC | d230119d8ka.htm |
| EX-99.1 - AUDITED ANNUAL - CYNOSURE INC | d230119dex991.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM - CYNOSURE INC | d230119dex231.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
On June 27, 2011, Cynosure, Inc. (“Cynosure”) completed its acquisition of the assets of the aesthetic laser business of Hoya Photonics, Inc., (“Hoya Photonics”), pursuant to (a) an Asset Purchase Agreement (the “US Agreement”), dated as of June 27, 2011, among Cynosure, Hoya Photonics and Hoya Corporation, a corporation organized under the laws of Japan, and (b) a Business Unit Transfer Agreement dated as of June 27, 2011, between Cynosure France SARL (a wholly-owned subsidiary Cynosure) and Hoya ConBio France EURL (a wholly-owned subsidiary of Hoya Photonics) (the “French Agreement” and together with the US Agreement, the “Agreements”). Under the terms of the Agreements, Cynosure acquired the assets of Hoya Photonics’ aesthetic laser business, (“ConBio”) including the intellectual property, for $24.5 million in cash.
ConBio develops Q-Switched Nd:YAG technology designed to treat a broad range of high-volume applications, including skin rejuvenation, skin toning, multi-color tattoo removal, wrinkle and acne scar reduction, pigmented lesions and vascular lesions. The acquired aesthetic laser assets include the MedLite® C series and the RevLite®.
Cynosure will account for the acquisition of ConBio using the acquisition method of accounting. As such, Cynosure will record the assets (including identifiable intangible assets) and liabilities of ConBio at their estimated fair value as of the date of the acquisition.
Cynosure has not included a pro forma combined statement of operations in this filing because it would require the inclusion of forward-looking information to accurately present the effects of the acquisition. Such forward-looking information would relate to anticipated cost synergies and revenue enhancements resulting from the acquisition, such as savings resulting by directing ConBio’s independent sales distribution through Cynosure’s current direct sales distribution, and reductions in duplicative marketing efforts and general and administrative overhead costs.
The unaudited pro forma condensed combined balance sheet as of March 31, 2011 combines the unaudited consolidated balance sheet of Cynosure as of March 31, 2011 and the audited consolidated statement of assets acquired and liabilities assumed of ConBio as of March 31, 2011 and gives effect to the acquisition as if the acquisition occurred on March 31, 2011.
The unaudited pro forma information should be read in conjunction with the historical consolidated financial statements of Cynosure, which have been previously filed with the Securities and Exchange Commission, and the historical special purpose consolidated financial statements of ConBio included in this Amendment No. 1 to Current Report on Form 8-K, of which the historical consolidated financial statements are a part.
Because this unaudited pro forma condensed combined balance sheet has been prepared based on preliminary estimates of the fair value of assets and liabilities of ConBio as of March 31, 2011, the actual amounts recorded as of June 27, 2011 (the closing of the acquisition) and following the completion of Cynosure’s fair value assessment may differ materially from the information presented in this unaudited pro forma condensed combined balance sheet.
This information is for illustrative purposes only. You should not rely on this information as being indicative of future consolidated results or the future financial position after the acquisition. The determination of the final allocation of the purchase price has not been completed as Cynosure continues to determine the fair value of certain assets and liabilities acquired and has retained an independent valuation firm to assess the fair value of the identifiable intangible assets acquired. Accordingly, the purchase accounting adjustments made in the preparation of the unaudited pro forma condensed combined balance sheet are preliminary and subject to adjustment. Such adjustments may be material.
CYNOSURE, INC.
Unaudited Pro forma Condensed Combined Balance Sheet
As of March 31, 2011
(In thousands)
| Cynosure Historical |
ConBio Historical |
Pro Forma Adjustments |
Pro
Forma Condensed Combined |
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| ASSETS | ||||||||||||||||
| Current assets: |
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| Cash and cash equivalents |
$ | 81,841 | $ | — | $ | (24,500 | )(1) | $ | 57,341 | |||||||
| Accounts receivable, net |
10,397 | 2,839 | — | (1) | 13,236 | |||||||||||
| Inventories |
21,271 | 2,215 | 80 | (2) | 23,566 | |||||||||||
| Prepaid expenses and other current assets |
3,684 | 29 | — | (1) | 3,713 | |||||||||||
| Deferred income taxes |
510 | — | — | 510 | ||||||||||||
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| Total current assets |
117,703 | 5,083 | (24,420 | ) | 98,366 | |||||||||||
| Property and equipment, net |
8,887 | 447 | — | (1) | 9,334 | |||||||||||
| Long-term marketable securities |
13,785 | — | — | 13,785 | ||||||||||||
| Other assets |
3,865 | 14 | 21,542 | (3) | 25,421 | |||||||||||
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| Total assets |
$ | 144,240 | $ | 5,544 | $ | (2,878 | ) | $ | 146,906 | |||||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: |
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| Accounts payable |
$ | 6,920 | $ | 1,398 | $ | — | (1) | $ | 8,318 | |||||||
| Amounts due to related party |
2,483 | — | — | 2,483 | ||||||||||||
| Accrued expenses |
10,643 | 495 | 1,500 | (4) | 12,638 | |||||||||||
| Deferred revenue |
3,884 | 806 | (90 | )(5) | 4,600 | |||||||||||
| Capital lease obligations |
93 | — | — | 93 | ||||||||||||
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| Total current liabilities |
24,023 | 2,699 | 1,410 | 28,132 | ||||||||||||
| Capital lease obligations, net of current portion |
30 | — | — | 30 | ||||||||||||
| Deferred revenue, net of current portion |
293 | 86 | (29 | )(5) | 350 | |||||||||||
| Other noncurrent liability |
239 | — | — | 239 | ||||||||||||
| Commitments and Contingencies |
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| Stockholders’ equity: |
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| Common stock |
13 | — | — | 13 | ||||||||||||
| Additional paid-in capital |
122,400 | — | — | 122,400 | ||||||||||||
| Retained earnings |
333 | — | (1,500 | )(4) | (1,167 | ) | ||||||||||
| Accumulated other comprehensive loss |
(1,383 | ) | — | — | (1,383 | ) | ||||||||||
| Net assets acquired |
— | 2,759 | (2,759 | )(6) | — | |||||||||||
| Treasury stock |
(1,708 | ) | — | — | (1,708 | ) | ||||||||||
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| Total stockholders’ equity |
119,655 | 2,759 | (4,259 | ) | 118,155 | |||||||||||
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| Total liabilities and stockholders’ equity |
$ | 144,240 | $ | 5,544 | $ | (2,878 | ) | $ | 146,906 | |||||||
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See notes to unaudited pro forma condensed combined balance sheet.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
| (1) | Pursuant to the Agreement, Cynosure paid cash of $24.5 million to purchase certain assets and assume certain liabilities of ConBio. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as if the acquisition occurred on March 31, 2011 (in thousands): |
| Purchase price: |
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| Cash paid per Agreement |
$ | 24,500 | ||
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| Assets (liabilities) acquired: |
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| Accounts receivable |
$ | 2,839 | ||
| Inventory |
2,295 | |||
| Prepaid expenses |
29 | |||
| Property and equipment |
447 | |||
| Intangible assets |
7,600 | |||
| Goodwill |
13,942 | |||
| Other assets |
14 | |||
| Accounts payable |
(1,398 | ) | ||
| Accrued expenses |
(495 | ) | ||
| Deferred revenue, current portion |
(716 | ) | ||
| Deferred revenue, non-current portion |
(57 | ) | ||
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| Total |
$ | 24,500 | ||
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| (2) | To adjust inventory to its estimated fair value as of March 31, 2011. |
| (3) | To record the estimated fair value of the identified intangibles acquired ($7,600) as of March 31, 2011, including trademarks and trade names, completed technology and customer relationships, and the preliminary estimated fair value of goodwill ($13,942) generated from this transaction. The determination of the final allocation of the purchase price has not been completed as Cynosure continues to determine the fair value of certain assets and liabilities acquired and has retained an independent valuation firm to assess the fair value of the identifiable intangible assets acquired. |
| (4) | To accrue for estimated acquisition costs ($1,500) incurred in this transaction. |
| (5) | To adjust deferred revenue to its estimated fair value as of March 31, 2011. |
| (6) | To eliminate the Net Assets of ConBio. |