Attached files
Exhibit 99.7
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements give effect to the merger of Radiancy, Inc. (Radiancy) and PhotoMedex, Inc. (PhotoMedex) in a transaction to be accounted for as a reverse acquisition with Radiancy treated as the accounting acquirer. Radiancy is considered the accounting acquirer even though PhotoMedex was issuer of common stock in the transaction based in part on the fact that upon completion of the merger, PhotoMedex stockholders (other than Radiancy, Ltd.) own approximately 25% of the combined company and Radiancy stockholders own approximately 75% of the combined company, measured on an as-converted basis. As used in the calculation of PhotoMedex stockholder and Radiancy stockholder ownership, as-converted means the number of shares of common stock outstanding, plus the number of shares of common stock issuable upon conversion or exercise, as applicable, of outstanding equity awards (including warrants and stock options), having exercise prices less than $25.00 per share; excluded from the calculation are securities held by Perseus, which have been extinguished as of result of discharge of PhotoMedexs indebtedness to this creditor. The foregoing ownership percentages and as-converted calculations are measured as of December 13, 2011.
The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011 reflect the reverse acquisition of Radiancy as if the event had occurred as of January 1, 2010. The unaudited pro forma condensed balance sheet as of September 30, 2011 reflects the reverse acquisition as if it had occurred on September 30, 2011.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of PhotoMedex, which are included in the Annual Report on Form 10-K of PhotoMedex for the year ended December 31, 2010. The unaudited pro forma condensed consolidated financial information for Radiancy should be read in conjunction with the historical consolidated financial statements and accompanying notes which are included in Exhibits 99.5 and 99.6 of this Current Report on Form 8-K.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the results of operations that would have resulted had the acquisition described above been consummated at the dates indicated, nor are they necessarily indicative of the results of operations which may be realized in the future. In connection with the pro forma financial data, Radiancy allocated the acquisition price using its best estimates of fair value. These estimates are based on the most recently available information. To the extent there are significant changes to PhotoMedexs business, the assumptions and estimates herein could change significantly. The allocation is dependent upon certain valuation and other studies that are not yet final. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that these final valuations will not result in material changes to the estimated acquisition price and its estimated allocation. Furthermore, the parties expect to have reorganization and restructuring expenses as well as potential operating efficiencies as a result of combining the companies. The pro forma financial data does not reflect these potential expenses and efficiencies. Furthermore, the pro forma condensed statement of operations does not include two material nonrecurring charges and the related tax effects which result directly from the transaction and which will be included in the income of the Company within the 12 months succeeding the transaction. The first nonrecurring charge is for the restricted stock compensation expense related to the issuance of restricted stock in connection with the merger, which is estimated to be approximately $5 million, as well as the acceleration of the vesting period of restricted stock previously issued. The second nonrecurring charge is the contingent liability of $1 million for two former Radiancy employees who are entitled to such payment upon an Exit event which the company will become liable for upon the merger consummation. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and the related notes of PhotoMedex, included in PhotoMedexs periodic reports filed with the Securities and Exchange Commission, and Radiancy, included in Exhibits 99.5 and 99.6 of this Current Report on Form 8-K.
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PhotoMedex, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2011
(In thousands)
PhotoMedex Historical |
Radiancy Historical |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$2,417 | $ | 32,791 | $ | (20,000 | ) | (1) | $ | 15,208 | |||||||||
Short-term deposit |
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Accounts receivable, net |
3,262 | 11,382 | | 14,644 | ||||||||||||||
Inventories, net |
7,578 | 12,395 | | 19,973 | ||||||||||||||
Deferred tax asset |
| 7,119 | 1,561 | (1) | 8,680 | |||||||||||||
Prepaid expenses and other |
1,009 | 1,932 | | 2,941 | ||||||||||||||
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Total current assets |
14,266 | 65,619 | (18,439 | ) | 61,446 | |||||||||||||
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Property and equipment, net |
4,868 | 791 | | 5,659 | ||||||||||||||
Deferred tax asset, long-term |
| | 28,441 | (1) | 28,441 | |||||||||||||
Intangible assets, net |
7,615 | 1,010 | 17,985 | (1) | 26,610 | |||||||||||||
Goodwill |
19,569 | | (82 | ) | (1) | 19,487 | ||||||||||||
Other assets |
711 | 490 | (668 | ) | (1) | 533 | ||||||||||||
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Total assets |
$ | 47,029 | $ | 67,910 | $ | 27,237 | $ | 142,176 | ||||||||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Current portion of notes payable and long-term debt |
$ | 1,807 | $ | | $ | | $ | 1,807 | ||||||||||
Other current liabilities |
10,310 | 18,683 | (188 | ) | (2) | 28,805 | ||||||||||||
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Total current liabilities |
12,117 | 18,683 | (188 | ) | 30,612 | |||||||||||||
Long-term liabilities: |
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Notes payable and long-term debt |
357 | | | 357 | ||||||||||||||
Other liabilities |
| 1,593 | | 1,593 | ||||||||||||||
Convertible debt and related warrants |
24,033 | | (24,033 | ) | (2) | | ||||||||||||
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Total liabilities |
36,507 | 20,276 | (24,221 | ) | 32,562 | |||||||||||||
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Stockholders equity |
10,522 | 47,634 | 51,458 | (2) | 109,614 | |||||||||||||
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Total liabilities and stockholders equity |
$ | 47,029 | $ | 67,910 | $ | 27,237 | $ | 142,176 | ||||||||||
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PhotoMedex, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2011
(In thousands, except share and per share information)
PhotoMedex Historical |
Radiancy Historical |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||||
Total revenues |
$ | 24,760 | $ | 103,333 | $ | | $ | 128,093 | ||||||||||||
Cost of revenues |
12,746 | 20,054 | 878 | (3 | ) | 33,678 | ||||||||||||||
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Gross Profit |
12,014 | 83,279 | (878 | ) | 94,415 | |||||||||||||||
Operating expenses: |
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Selling, general and administrative |
16,858 | 81,784 | 676 | (3 | ) | 99,318 | ||||||||||||||
Engineering and product development |
1,310 | 700 | (4 | ) | (3 | ) | 2,006 | |||||||||||||
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18,168 | 82,484 | 672 | 101,324 | |||||||||||||||||
Income (loss) from operations |
(6,154 | ) | 795 | (1,550 | ) | (6,909 | ) | |||||||||||||
Other income (loss): |
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Interest expense, net |
(2,739 | ) | | 1,985 | (3 | ) | (754 | ) | ||||||||||||
Financing income (expense), net |
| 101 | | 101 | ||||||||||||||||
Change in fair value of warrants |
(1,442 | ) | | 1,442 | (3 | ) | | |||||||||||||
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Income (loss) before income taxes |
(10,335 | ) | 896 | 1,877 | (7,562 | ) | ||||||||||||||
Income taxes |
| (1,393 | ) | (4,251 | ) | (3 | ) | (5,644 | ) | |||||||||||
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Net income (loss) |
$ | (10,335 | ) | $ | 2,289 | $ | 6,128 | $ | (1,918 | ) | ||||||||||
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Net income (loss) per common share: |
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Basic |
$ | (3.60 | ) | $ | (0.11 | ) | ||||||||||||||
Diluted |
$ | (3.60 | ) | $ | (0.11 | ) | ||||||||||||||
Shares used in computing net income (loss) per common share: |
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Basic |
2,868,619 | 15,084,370 | (4 | ) | 17,952,989 | |||||||||||||||
Diluted |
2,868,619 | 17,952,989 |
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PhotoMedex, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(In thousands, except share and per share information)
PhotoMedex Historical |
Radiancy Historical |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||||
(restated)* | ||||||||||||||||||||
Total revenues |
$ | 34,801 | $ | 70,071 | $ | | $ | 104,872 | ||||||||||||
Cost of revenues |
18,720 | 16,465 | 1,157 | (3 | ) | 36,342 | ||||||||||||||
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Gross Profit |
16,081 | 53,606 | (1,157 | ) | 68,530 | |||||||||||||||
Operating expenses: |
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Selling, general and administrative |
19,996 | 34,596 | 810 | (3 | ) | 55,402 | ||||||||||||||
Engineering and product development |
1,343 | 839 | (7 | ) | (3 | ) | 2,175 | |||||||||||||
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21,339 | 35,435 | 803 | 57,577 | |||||||||||||||||
Income (loss) from operations |
(5,258 | ) | 18,171 | (1,960 | ) | 10,953 | ||||||||||||||
Other income (loss): |
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Interest expense, net |
(3,269 | ) | | 2,360 | (3 | ) | (909 | ) | ||||||||||||
Financing income (expense), net |
| (283 | ) | | (283 | ) | ||||||||||||||
Change in fair value of warrants |
(197 | ) | | 197 | (3 | ) | | |||||||||||||
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Income (loss) before income taxes |
(8,724 | ) | 17,888 | 597 | 9,761 | |||||||||||||||
Income taxes |
| 6,287 | (3,162 | ) | (3 | ) | 3,125 | |||||||||||||
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Net income (loss) |
$ | (8,724 | ) | $ | 11,601 | $ | 3,759 | $ | 6,636 | |||||||||||
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Net income (loss) per common share: |
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Basic |
$ | (3.37 | ) | $ | 0.37 | |||||||||||||||
Diluted |
$ | (3.37 | ) | $ | 0.36 | |||||||||||||||
Shares used in computing net income (loss) per common share: |
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Basic |
2,589,519 | 15,319,020 | (4 | ) | 17,908,539 | |||||||||||||||
Diluted |
2,589,519 | 18,288,743 |
* | See Radiancy financial statements, Note 13Restatements, on pages 30 to 32 of Exhibit 99.5 for further explanation of the restatement. |
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of October 31, 2011, PhotoMedex entered into a merger agreement with Radiancy pursuant to which Radiancy will merge with a wholly-owned subsidiary of PhotoMedex. The merger closed on December 13, 2011. Radiancy was the acquirer for accounting purposes and as such the merger was accounted for as a reverse acquisition.
The consideration transferred to PhotoMedex is determined based on the amount of shares that Radiancy would have had to issue to PhotoMedex shareholders in order to provide the same ownership ratios as previously disclosed. The fair value of the consideration effectively transferred by Radiancy should be based on the most reliable measure. In this case, the market price of PhotoMedex shares provides a more reliable basis for measuring the consideration effectively transferred than the estimated fair value of the shares in Radiancy. The fair value of PhotoMedex common stock is based on the closing stock price on December 13, 2011 of $15.60, which is the closing stock price on the day of merger. The company expects that the allocation will be finalized within twelve months after the merger.
The estimate of the purchase price is as follows (in thousands)(unaudited):
Fair value of common stock of PhotoMedex shareholders(A) |
$ | 58,291 | ||
Deferred compensation on unvested restricted stock(B) |
(6,832 | ) | ||
Fair value of warrants to be assumed(C) |
317 | |||
Fair value of options to be assumed(D) |
708 | |||
Repurchase of Perseus securities(E) |
20,000 | |||
Warrants to be issued to PhotoMedex shareholders(F) |
8,422 | |||
Options to be issued to PhotoMedex shareholders less unvested portion(G) |
1,074 | |||
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$ | 81,980 | |||
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A. | Based on 3,356,613 outstanding or deemed outstanding shares of PhotoMedex common stock at December 13, 2011 and 380,000 of additional restricted shares issued to two executives at the closing of the merger at the stock price of $15.60. |
B. | Includes deferred compensation of $5,928 on the unvested restricted stock relates to the 380,000 of restricted shares issued at the closing of the merger, vesting over three years and deferred compensation of $904 on 200,000 unvested restricted stock that will continue to vest for three years after the closing of the merger, issued on March 30, 2011 with a closing stock price of $7.35. These unvested restricted shares are presented as a reduction as they are included in the outstanding shares above in A. |
C. | The estimated fair value using the Black-Scholes pricing model for the 40,805 warrants to acquire PhotoMedex common stock at exercise prices ranging from $7.50 to $47.04 per share assumed in the merger and using a risk-free interest rate ranging from .11% to .37%, expected dividend yield of zero, expected volatility ranging from 53.02% to 99.46% is $317. |
D. | The estimated fair value using the Black-Scholes pricing model for the 67,869 options to acquire PhotoMedex common stock at exercise prices ranging from $5.70 to $102.90 per share assumed in the merger and using a risk-free interest rate ranging from .01% to 1.48%, expected dividend yield of zero, expected volatility ranging from 43.09% to 99.55% is $708. |
E. | The cash provided by Radiancy in order to exercise the PhotoMedex repurchase right agreement with Perseus for $20,000. |
F. | The estimated fair value using the Black-Scholes pricing model for the 1,026,267 warrants of PhotoMedex common stock issued at the closing of the merger to PhotoMedex shareholders at an exercise price of $20.00 per share and using a risk-free interest rate of .37%, expected dividend yield of zero, expected volatility of 92.51% and a three year term is $8,422. |
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G. | The estimated fair value using the Black-Scholes pricing model for the 115,400 options of PhotoMedex common stock issued at the closing of the merger to two PhotoMedex executives at an exercise price of $15.60 per share as to 95,200 options and $20 per share as to 20,200 options and using a risk-free interest rate of 2.07%, expected dividend yield of zero, expected volatility of 81.03% and a ten year term is $1,468, less the unvested portion of these options of $394. |
The purchase price of PhotoMedex was approximately $81,980 in aggregate consideration. The purchase price will be allocated to tangible and intangible assets and liabilities based on an estimate of the fair value of the assets acquired and the liabilities assumed. The significant intangible assets likely to be recognized in the valuation are core technologies, product technologies, customer relationships and tradenames. The estimated useful lives that these assets will be amortized, utilizing the straight line method, are ten years for the core technologies, customer relationships and tradenames and five years for product technologies. The following allocation (in thousands) of the aggregate fair value is preliminary and subject to adjustment based on the fair value of the assets acquired and the liabilities assumed.
Current assets |
$ | 15,827 | ||
Property plant and equipment |
4,868 | |||
Deferred tax asset, long term |
28,441 | |||
Identifiable intangible assets |
25,600 | |||
Goodwill |
19,487 | |||
Other assets |
43 | |||
Current liabilities |
(11,929 | ) | ||
Long-term debt |
(357 | ) | ||
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Total purchase price |
$ | 81,980 | ||
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1. | Pro forma adjustments to assets consists of the following (in thousands) (unaudited): |
Cash and cash equivalents |
Deferred tax asset, current |
Deferred tax asset, long term |
Intangible assets, net |
Goodwill | Other assets |
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Repurchase of securities from Perseus |
$ | (20,000 | ) | $ | | $ | | $ | | $ | | $ | (668 | ) | ||||||||||
Eliminate historical intangibles, net and goodwill |
| | | (7,615 | ) | (19,569 | ) | | ||||||||||||||||
Estimated fair value of deferred tax asset |
| 1,561 | 28,441 | | | | ||||||||||||||||||
Estimated fair value of intangibles acquired |
| | | 25,600 | | | ||||||||||||||||||
Estimated fair value of goodwill |
| | | | 19,487 | | ||||||||||||||||||
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$ | (20,000 | ) | $ | 1,561 | $ | 28,441 | $ | 17,985 | $ | (82 | ) | $ | (668 | ) | ||||||||||
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2. | Pro forma adjustments to liabilities and equity consist of the following (in thousands) (unaudited): |
Other current liabilities |
Convertible debt and related warrants |
Stockholders Equity |
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Payoff of Perseus convertible notes |
$ | (188 | ) | $ | (24,033 | ) | $ | 3,553 | ||||
Eliminate PhotoMedexs equity(a) |
| | (34,075 | ) | ||||||||
Fair value of shares and other consideration assumed |
| | 81,877 | |||||||||
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$ | (188 | ) | $ | (24,033 | ) | $ | 51,355 | |||||
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(a) | Included in the elimination is (in thousands) (unaudited): |
PhotoMedex stockholders equity as of September 30, 2011 |
$ | 10,522 | ||
Investment of funds for the payoff Perseus convertible notes |
20,000 | |||
Changes due to the payoff of Perseus convertible notes |
3,553 | |||
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Total |
$34,075 | |||
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3. | Pro forma statements of operations of PhotoMedex have been prepared as if the acquisition had occurred as of January 1, 2010 and consist of the following adjustments (in thousands) (unaudited): |
Nine Months Ended September 30, 2011 |
Year Ended December 31, 2010 |
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Increase intangible amortization expense in cost of revenues |
$ | 878 | $ | 1,157 | ||||
Increase intangible amortization expense in selling, general and administrative |
676 | 810 | ||||||
Decrease intangible amortization expense in engineering and product development |
(4 | ) | (7 | ) | ||||
Eliminate interest expense on the Perseus convertible notes |
(1,985 | ) | (2,360 | ) | ||||
Eliminate income (expense) for the change in warrant liability related to convertible notes |
(1,442 | ) | (197 | ) | ||||
Adjustments to income tax expense |
(4,251 | ) | (3,162 | ) | ||||
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(6,128 | ) | $ | (3,759 | ) | ||||
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The change in closing price to $15.60 did not result in any changes to the foregoing adjustments.
4. | Reflects the issuance of 15,084,370 shares of common stock in connection with the acquisition. The issuance of 15,084,370 shares was determined by starting with the number of PhotoMedex common stock that are issued and outstanding immediately prior to the consummation of the Merger (including, for these purposes, any shares of PhotoMedex common stock that are issuable upon conversion or exercise of any outstanding convertible securities of PhotoMedex having a conversion price or exercise price that is less than $25.00 per share), which was estimated to be 3,814,790 multiplied by three as dictated in the merger agreement. That total, 11,444,370, is then increased by 3,640,000, as dictated by the merger agreement. |
5. | The deferred tax asset arose based on the expected future profit of the combined company. The deferred tax asset includes: |
The pro-forma tax adjustment for each period is broken down as follows (in thousands) (unaudited):
Year ended December 31, 2010 |
Nine months ended September 30, 2011 |
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Decrease to Current Tax Expense |
$ | (3,032 | ) | $ | | |||
Incremental Deferred Tax Benefit |
(130 | ) | (4,251 | ) | ||||
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Adjustment |
$ | (3,162 | ) | $ | (4,251 | ) | ||
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The decrease to the current tax expense for the year ended December 31, 2010 is the result of the current period PhotoMedex loss offsetting Radiancy income from U.S. operations. There was no similar decrease in the nine-month period ended September 30, 2011, as Radiancy had a loss in that period from U.S. operations and therefore derived no benefit from the loss incurred by PhotoMedex in the same period or from PhotoMedex net operating loss carryforwards. The incremental deferred tax benefit in each period is related to additional deferred tax assets that have been created in the post-acquisition period. The change in closing price to $15.60 did not result in any changes to the foregoing adjustments.
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The pro-forma components of ending deferred tax assets and liabilities on a combined basis are summarized as follows (in thousands) (unaudited):
Pro Forma Components from PhotoMedex | September 30, 2011 | |||
Current: |
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Accrued expenses and other |
$ | 1,561 | ||
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Total current deferred tax assets |
1,561 | |||
Non-Current |
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Net operating loss and credit carryforwards |
25,712 | |||
Capitalized R&D |
2,778 | |||
Intangibles |
(1,013 | ) | ||
Property and equipment |
4,186 | |||
Other non-current deferred assets |
988 | |||
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Total non-current deferred tax asset/(liability) |
32,651 | |||
Less: valuation allowance |
(4,210 | ) | ||
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Non-current deferred tax asset, net of allowance |
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28,441 |
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Net deferred tax asset Components from PhotoMedex |
30,002 | |||
Component from Radiancy, current |
7,119 | |||
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Net deferred tax asset |
$ | 37,121 | ||
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Prior to the acquisition, a full valuation allowance offset the net deferred tax assets of PhotoMedex. Given the future projected income of Radiancy, it was deemed appropriate that this valuation allowance be removed, except for a valuation allowance for operating loss carryforwards in the U.K. Due to the fact that the elimination of the valuation allowance was a direct result of the business combination, the impact of this was recorded as an adjustment to goodwill. Section 382 of the Internal Revenue Code was taken into account when determining the value of the deferred tax asset related to PhotoMedex U.S. net operating loss carryforwards at the time of the acquisition. No tax asset has been recognized with respect to net operating loss carryforwards that are deemed to be permanently limited under Section 382.
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