Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - ReShape Lifesciences Inc. | a18-42033_18ka.htm |
RESHAPE LIFESCIENCES INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 17, 2018, ReShape Lifesciences Inc. (the “Company”) completed the previously announced transactions contemplated by the Asset Purchase Agreement with Apollo Endosurgery, Inc. (“Apollo”) pursuant to which the Company acquired from Apollo substantially all of the assets exclusively related to Apollo’s Lap-Band product line and Apollo acquired from the Company substantially all of the assets exclusively related to the Company’s ReShape Balloon product line. In addition, the Company agreed to pay Apollo $17 million in cash, of which $10 million was paid at the closing of the transaction, $2 million is payable on the first anniversary of the closing date, $2 million is payable on the second anniversary of the closing date, and $3 million is payable on the third anniversary of the closing date. These unaudited pro forma condensed financial statements give effect to the sale of the ReShape Balloon product line.
The unaudited pro forma condensed consolidated statements of operations of the Company for the fiscal year ended December 31, 2017 assumes the transaction had occurred on October 2, 2017. The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2018 assumes the transaction had occurred on September 30, 2018.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the fiscal year ended December 31, 2017 and subsequent quarterly reports on Form 10-Q.
The unaudited pro forma condensed consolidated financial statements represent the Company’s best estimates and are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what the Company’s results of operations or financial position would have been had the transaction occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements also should not be considered representative of the Company’s future results of operations or financial position.
RESHAPE LIFESCIENCES INC
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
For the Nine Months Ended September 30, 2018
|
|
|
Historical ReShape Lifesciences |
|
Balloon Sale(1) |
|
Pro Forma Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
1,953,603 |
|
1,797,258 |
|
156,345 |
|
|
|
|
|
|
|
|
|
|
|
COGS |
|
1,727,659 |
|
1,641,731 |
|
85,928 |
|
|
Research and Development |
|
6,379,098 |
|
1,431,405 |
|
4,947,693 |
|
|
Selling, General and Administrative costs |
|
20,842,388 |
|
12,465,375 |
|
8,377,013 |
|
|
Depreciation & Amortization |
|
2,289,977 |
|
2,057,954 |
|
232,024 |
|
|
Interest Expense |
|
(1,502 |
) |
(0 |
) |
(1,502 |
) |
|
Interest Income |
|
891 |
|
(891 |
) |
1,782 |
|
|
Other Expense |
|
27,323,951 |
|
13,131,726 |
|
14,192,225 |
|
|
Other Income |
|
1,494 |
|
(1,500 |
) |
2,994 |
|
|
Total costs and expenses |
|
58,563,956 |
|
30,725,799 |
|
27,838,157 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
(56,610,353 |
) |
(28,928,541 |
) |
(27,681,812 |
) |
|
Income tax benefit |
|
3,121,670 |
|
1,860 |
|
3,119,810 |
|
|
Net Loss |
|
(59,732,023 |
) |
(28,930,401 |
) |
(30,801,623 |
) |
(1) Represents the Company’s best estimates of revenues, expenses, assets, liabilities and stockholders’ equity attributable to the ReShape Balloon product line.
RESHAPE LIFESCIENCES INC
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
For the Fiscal Year Ended December 31, 2017
|
|
|
Historical ReShape Lifesciences |
|
Balloon Sale(1) |
|
Pro Forma Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
1,287,154 |
|
717,994 |
|
569,160 |
|
|
|
|
|
|
|
|
|
|
|
COGS |
|
936,386 |
|
603,110 |
|
333,276 |
|
|
Research and Development |
|
5,775,098 |
|
330,883 |
|
5,444,215 |
|
|
Selling, General and Administrative costs |
|
29,496,232 |
|
3,152,741 |
|
26,343,491 |
|
|
Depreciation & Amortization |
|
925,464 |
|
689,420 |
|
236,044 |
|
|
Interest Expense |
|
3,874 |
|
2,310 |
|
1,564 |
|
|
Interest Income |
|
(1,066 |
) |
(890 |
) |
(176 |
) |
|
Other Expense |
|
283,749 |
|
|
|
283,749 |
|
|
Other Income |
|
|
|
|
|
— |
|
|
Total costs and expenses |
|
37,419,737 |
|
4,777,573 |
|
32,642,164 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
(36,132,583 |
) |
(4,059,579 |
) |
(32,073,004 |
) |
|
Income tax benefit |
|
(2,314,611 |
) |
— |
|
(2,314,611 |
) |
|
Net Loss |
|
(33,817,972 |
) |
(4,059,579 |
) |
(29,758,393 |
) |
(1) Represents the Company’s best estimates of revenues, expenses, assets, liabilities and stockholders’ equity attributable to the ReShape Balloon product line.
RESHAPE LIFESCIENCES INC
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
As of September 30, 2018
|
|
|
Historical |
|
Balloon Sale(1) |
|
Pro Forma |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
472,873 |
|
96,016 |
|
376,857 |
|
|
Receivables, net |
|
532,095 |
|
523,826 |
|
8,269 |
|
|
Inventory |
|
1,057,753 |
|
732,912 |
|
324,841 |
|
|
Other current assets |
|
601,115 |
|
241,874 |
|
359,241 |
|
|
Total Current Assets |
|
2,663,836 |
|
1,594,628 |
|
1,069,208 |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
44,127,057 |
|
22,418,976 |
|
21,708,081 |
|
|
Goodwill |
|
|
|
|
|
— |
|
|
Property and equipment, net |
|
181,192 |
|
142,929 |
|
38,263 |
|
|
Other assets |
|
81,756 |
|
71,000 |
|
10,756 |
|
|
Total Assets |
|
47,053,841 |
|
24,227,533 |
|
22,826,308 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES and EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
4,427,823 |
|
1,222,018 |
|
3,205,805 |
|
|
Accrued payroll and related costs |
|
770,942 |
|
127,562 |
|
643,380 |
|
|
Accrued expenses and other current liabilities |
|
3,637,714 |
|
787,714 |
|
2,850,000 |
|
|
Income taxes payable |
|
|
|
(16,478 |
) |
16,478 |
|
|
Total current liabilities |
|
8,836,479 |
|
2,120,816 |
|
6,715,663 |
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability |
|
74 |
|
|
|
74 |
|
|
Other long term liabilities |
|
2,168,761 |
|
0 |
|
2,168,761 |
|
|
Total Liabilities |
|
11,005,314 |
|
2,120,816 |
|
8,884,498 |
|
|
|
|
|
|
|
|
|
|
|
RSLS stockholders’ equity |
|
|
|
|
|
|
|
|
Preferred stock |
|
966 |
|
|
|
966 |
|
|
Common stock |
|
839,335 |
|
|
|
839,335 |
|
|
Additional paid-in capital |
|
427,430,206 |
|
|
|
427,430,206 |
|
|
Current year loss |
|
(53,488,683 |
) |
(12,816,155 |
) |
(40,672,528 |
) |
|
Retained earnings/Net parent investment |
|
(338,733,297 |
) |
34,922,872 |
|
(373,656,169 |
) |
|
Total RSLS stockholders’ equity |
|
36,048,527 |
|
22,106,717 |
|
13,941,810 |
|
|
Total Liabilities and Equity |
|
47,053,841 |
|
24,227,533 |
|
22,826,308 |
|
(1) Represents the Company’s best estimates of revenues, expenses, assets, liabilities and stockholders’ equity attributable to the ReShape Balloon product line.