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EX-99.2 - EX-99.2 - SURGALIGN HOLDINGS, INC.d102898dex992.htm
EX-99.1 - EX-99.1 - SURGALIGN HOLDINGS, INC.d102898dex991.htm
EX-23.1 - EX-23.1 - SURGALIGN HOLDINGS, INC.d102898dex231.htm
8-K/A - 8-K/A - SURGALIGN HOLDINGS, INC.d102898d8ka.htm

Exhibit 99.3

SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

On October 23, 2020, in connection with the closing (the “Transaction”), Surgalign Holdings, Inc. (“Surgalign” or the “Company”) acquired Holo Surgical Inc. and its subsidiaries (“Holo Surgical”), which became direct wholly owned subsidiaries of the Company.

The following unaudited pro forma condensed combined balance sheet and the unaudited condensed combined statements of operations (collectively, the “unaudited pro forma condensed combined financial information”) is presented to illustrate the estimated effects of the Transaction and certain other related adjustments described below (collectively, “Adjustments” or “Transaction Accounting Adjustments”). The pro forma financial information has been prepared in accordance to Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses, as adopted by the U.S. Securities and Exchange Commission on May 20, 2020 (“Article 11”). The Company elected to voluntarily comply with the amended Article 11 in advance of the mandatory compliance date of January 1, 2021.

The following unaudited pro forma condensed combined balance sheet and the unaudited condensed combined statements of operations are based on separate historical financial statements of Surgalign and Holo Surgical after giving effect to the Transaction. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 is presented as if the Transaction occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020, and for the year ended December 31, 2019 are presented as if the Transaction had occurred on January 1, 2019. The historical financial information of Surgalign and Holo Surgical reflect factually supportable items that are directly attributable to the Transaction. The Transaction is reflected in the accompanying unaudited pro forma condensed combined financial information and related notes as an asset acquisition. Accordingly, the consideration given by Surgalign in exchange for the assets acquired in the Transaction will be primarily allocated to the in process research and development (“IPR&D”) asset based upon the estimated fair value as of the date of the completion of the Transaction. The consideration given, including the contingent consideration, and thus the IPR&D asset is based upon certain assumptions and specifically, with respect to the contingent consideration, the determination of future milestone payments.

Accordingly, Transaction Accounting Adjustments are preliminary, subject to further Adjustments as additional information becomes available and as additional analyses are performed and have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information presented below. Increases or decreases in the consideration given will result in Adjustments to the historical balance sheet and or statement of operations. There can be no assurance that the final determination will not result in material changes. The assumptions and estimates underlying the Adjustments in the unaudited pro forma condensed combined financial information are described in the accompanying notes, which should be read together with the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Transaction been completed as of the dates indicated nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the Transaction. In addition, the unaudited pro forma condensed combined financial information do not purport to project the future operating results of the combined company. Furthermore, the unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from integration activities.

The unaudited pro forma condensed combined financial information should be read together with:

 

   

The accompanying notes to the unaudited pro forma condensed combined financial information;

 

   

Surgalign’s audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2019, included in Surgalign’s Current Report on Form 8-K filed on December 30, 2020;

 

   

Audited consolidated balance sheets of Holo Surgical Inc. and Subsidiaries, as of December 31, 2019 and December 31, 2018, and audited consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2019 and 2018, and related notes included as Exhibit 99.1 to this Current Report on Form 8-K/A; and

 

   

Unaudited condensed consolidated balance sheets of Holo Surgical Inc. and Subsidiaries, as of September 30, 2020 and 2019 and unaudited condensed consolidated statement of operations, stockholders’ equity and cash flows for the nine months ended September 30, 2020 and 2019, and related notes included as Exhibit 99.2 to this Current Report on Form 8-K/A.


SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2020

(In thousands)

 

     Surgalign     Holo    

Transaction

Accounting

    Note     Pro  
     Holdings     Surgical     Adjustments     Ref.     Forma  
Assets           

Current Assets:

          

Cash and cash equivalents

   $ 95,790     $ 10     $ (30,000     [A   $ 65,800  

Accounts receivable—less allowances of $6,638

     24,485       —         —           24,485  

Inventories—net

     28,195       —         —           28,195  

Prepaid and other current assets

     4,278       —         —           4,278  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current assets

     152,748       10       (30,000       122,758  

Non-current inventories—net

     4,872       —         —           4,872  

Property, plant and equipment—net

     617       —         —           617  

Other intangible assets—net

     —         14       (14     [B1     —    

Other assets—net

     10,107       —         —           10,107  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total assets

   $ 168,344     $ 24     $ (30,014     $ 138,354  
  

 

 

   

 

 

   

 

 

     

 

 

 
Liabilities and Stockholders’ Equity           

Current Liabilities:

          

Accounts payable

   $ 10,760     $ —       $ —         $ 10,760  

Accrued expenses

     13,720       —         —           13,720  

Accrued income taxes

     29,106       —         —           29,106  

Current contingent consideration

     —         —         8,993       [C     8,993  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total current liabilities

     53,586       —         8,993         62,579  

Deferred tax liability

     2,559       —         —           2,559  

Other long-term liabilities

     1,323       —         41,639       [C     42,962  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities

     57,468       —         50,632       [C     108,100  
  

 

 

   

 

 

   

 

 

     

 

 

 

Preferred stock Series A

     —         —         —           —    

Stockholders’ equity:

          

Common stock

     75       —         6       [D     81  

Additional paid-in capital

     503,901       2,975       12,244       [D     519,120  

Accumulated other comprehensive loss

     (2,619     —         —           (2,619

Accumulated deficit

     (384,922     (2,951     (92,886     [E     (480,769

Less treasury stock

     (5,559     —         —           (5,559
  

 

 

   

 

 

   

 

 

     

 

 

 

Total stockholders’ equity

     110,876       24       (80,646       30,254  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total liabilities and stockholders’ equity

   $ 168,344     $ 24     $ (30,014     $ 138,354  
  

 

 

   

 

 

   

 

 

     

 

 

 

See accompanying notes to unaudited proforma condensed combined financial information.


SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2020

(In thousands, except share and per share data)

 

     Surgalign     Holo    

Transaction

Accounting

    Note     Pro  
     Holdings     Surgical     Adjustments     Ref.     Forma  

Revenues

   $ 75,562     $ —       $ —         $ 75,562  

Costs of processing and distribution

     30,336       —         —           30,336  
  

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

     45,226       —         —           45,226  
  

 

 

   

 

 

   

 

 

     

 

 

 

Expenses (income):

          

Marketing, general and administrative

     97,095       2       (2     [B2     97,095  

Research and development

     9,764       623       —           10,387  

Gain on acquisition contingency

     (130     —         —           (130

Asset impairment and abandonments

     12,117       —         —           12,117  

Transaction and integration expenses

     5,826       —         (1,498     [F     4,328  

Acquired in-process research and development and related costs

     —         —         1,498       [F     1,498  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total expenses (income)

     124,672       625       (2       125,295  
  

 

 

   

 

 

   

 

 

     

 

 

 

Operating (loss) income

     (79,446     (625     2         (80,069
  

 

 

   

 

 

   

 

 

     

 

 

 

Other (expense) income:

          

Interest income

     92       —         —           92  

Foreign exchange loss

     (28     —         —           (28
  

 

 

   

 

 

   

 

 

     

 

 

 

Total other income—net

     64       —         —           64  
  

 

 

   

 

 

   

 

 

     

 

 

 

(Loss) income before income tax benefit

     (79,382     (625     2         (80,005

Income tax benefit

     3,492       —         —           3,492  
  

 

 

   

 

 

   

 

 

     

 

 

 

Net (loss) income from continuing operations

     (75,890     (625     2         (76,513
  

 

 

   

 

 

   

 

 

     

 

 

 

Net loss from continuing operations per common share—basic

   $ (1.04         $ (0.97
  

 

 

         

 

 

 

Net loss from continuing operations per common share—diluted

   $ (1.04         $ (0.97
  

 

 

         

 

 

 

Weighted average shares outstanding—basic

     72,933,038         6,250,000       [G     79,183,038  
  

 

 

     

 

 

     

 

 

 

Weighted average shares outstanding—diluted

     72,933,038         6,250,000       [G     79,183,038  
  

 

 

     

 

 

     

 

 

 

See accompanying notes to unaudited proforma condensed combined financial information.


SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2019

(In thousands, except share and per share data)

 

     Surgalign     Holo    

Transaction

Accounting

    Note     Pro  
     Holdings     Surgical     Adjustments     Ref.     Forma  

Revenues

   $ 117,423     $ —       $ —         $ 117,423  

Costs of processing and distribution

     32,777       —         —           32,777  
  

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

     84,646       —         —           84,646  
  

 

 

   

 

 

   

 

 

     

 

 

 

Expenses:

          

Marketing, general and administrative

     135,396       10       (10     [B2     135,396  

Research and development

     16,836       744       —           17,580  

Severance and restructuring costs

     —         —         —           —    

Gain on acquisition contingency

     (76,033     —         —           (76,033

Asset impairment and abandonments

     97,341       —         472       [B3     97,813  

Goodwill impairment

     140,003       —         —           140,003  

Acquisition and integration expenses

     13,999       —         —           13,999  

Acquired in-process research and development and related costs

     —         —         92,424       [H     92,424  
  

 

 

   

 

 

   

 

 

     

 

 

 

Total expenses

     327,542       754       92,886         421,182  
  

 

 

   

 

 

   

 

 

     

 

 

 

Operating loss

     (242,896     (754     (92,886       (336,536
  

 

 

   

 

 

   

 

 

     

 

 

 

Other (expense) income:

          

Interest income

     161       —         —           161  

Foreign exchange loss

     (122     —         —           (122
  

 

 

   

 

 

   

 

 

     

 

 

 

Total other income—net

     39       —         —           39  
  

 

 

   

 

 

   

 

 

     

 

 

 

Loss before income tax provision

     (242,857     (754     (92,886       (336,497

Income tax provision

     (5,921     —         —           (5,921
  

 

 

   

 

 

   

 

 

     

 

 

 

Net loss from continuing operations

     (248,778     (754     (92,886       (342,418
  

 

 

   

 

 

   

 

 

     

 

 

 

Net loss from continuing operations per common share—basic

   $ (3.55         $ (4.49
  

 

 

         

 

 

 

Net loss from continuing operations per common share—diluted

   $ (3.55         $ (4.49
  

 

 

         

 

 

 

Weighted average shares outstanding—basic

     70,150,492         6,250,000       [G     76,400,492  
  

 

 

     

 

 

     

 

 

 

Weighted average shares outstanding—diluted

     70,150,492         6,250,000       [G     76,400,492  
  

 

 

     

 

 

     

 

 

 

See accompanying notes to unaudited proforma condensed combined financial information.


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In thousands, except share and per share data)

Note 1. Basis of Presentation

On October 23, 2020, Surgalign Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) in connection with the closing, on October 23, 2020, of the previously announced transaction, pursuant to which Holo Surgical Inc. (“Holo Surgical”) and its subsidiaries became direct wholly owned subsidiaries of the Company (the “Transaction”).

The underlying financial information of the Company has been derived from the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and the unaudited condensed consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2020. The underlying financial information of Holo Surgical has been derived from the audited consolidated financial statements of Holo Surgical for the year ended December 31, 2019, and the unaudited consolidated financial statements for the nine months ended September 30, 2020, which are included in this Current Report on Form 8-K/A.

The OEM Businesses which were sold by the Company on July 20, 2020 as discussed in the Current Report on Form 8-K filed on December 29, 2020 met the criteria within Accounting Standards Codification (“ASC”) 205-20—Discontinued Operations to be reported as discontinued operations because the Transaction was a strategic shift in business that had a major effect on the Company’s operations and financial results. Therefore, the Company is reporting the historical financial information of the OEM Businesses as discontinued operations, and related assets and liabilities were retrospectively reclassified as assets and liabilities of discontinued operations for all periods presented herein.

The above pro forma tables should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020 and in our Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

This unaudited pro forma condensed combined financial information has been prepared assuming that the Transaction had been completed on January 1, 2019, and is not intended to reflect the financial results of operations which would have actually resulted had the Transaction been effected on the dates indicated.

The Transaction has been treated as an asset acquisition, with the Company as the accounting acquirer. Accordingly, unaudited pro forma condensed combined financial information reflects the assets acquired at cost. To determine the accounting for this transaction under U.S. GAAP, the Company must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The U.S. GAAP guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If that screen is met, the set is not considered a business and is accounted for as an asset acquisition. The Company determined that substantially all of the fair value is concentrated in the acquired in process research and development (“IPR&D”) asset. As such, the acquisition is being treated as an asset acquisition.


Note 2. Total Consideration Transferred and Allocation

a) Total Consideration Transferred

Under the terms of the Transaction, Holo Surgical was acquired by the Company, for upfront total cash and stock consideration of $42,000 and contingent stock consideration of $50,632. The total consideration transferred was calculated as follows:

 

     (in thousands,
except share and
per share data)
      

Total cash portion of the consideration transferred

   $ 30,000      i.

Total value of stock portion of the consideration transferred

   $ 12,250      ii.

Surgalign Holdings share price

   $ 1.96      ii.

Total shares of Surgalign Holdings common stock issued

     6,250,000      ii.

Fair value of contingent consideration

     50,632      iii.
  

 

 

    

Total consideration transferred

   $ 92,882      iv.
  

 

 

    

i. The cash portion of the total consideration transferred

ii. The value of the stock portion of the total consideration transferred is $12,250. For purposes of preparing this unaudited pro forma condensed combined financial information, the Company utilized a per share price equal to $1.96, based on the closing price of the Company’s common stock on October 23, 2020. The Company was the stock trading entity on the Transaction date of October 23, 2020.

iii. For purposes of preparing this unaudited pro forma condensed combined financial information, the assessment of contingent consideration was determined based on a probability-weighted model. To determine the fair value of the contingent consideration, the Company’s management utilized the potential payout for each of the eight milestone payments, discounted the payments based on a weighted average cost of capital of 14.0%, and the probability of achieving those payments and the duration of the contingency period.

iv. The Company has determined that the contingent consideration arrangement should be accounted for as a liability in accordance with ASC 480. Accordingly, fair value of the contingent consideration will be assessed quarterly until settlement. As such, the total consideration transferred in connection with the Transaction reflected in this unaudited pro forma condensed combined financial information does not purport to represent the actual total consideration transferred in connection with the Transaction.

b) Allocation of Total Consideration Transferred to Assets Acquired and Liabilities Assumed

 

IPR&D

   $  92,424        i., ii.  

Intangible assets—Assembled workforce

     458        i.  
  

 

 

    
   $ 92,882     
  

 

 

    

i. The unaudited pro forma condensed combined financial information has been prepared using the Company’s available accounting records as of October 23, 2020.

ii. The IPR&D relates to Holo Surgical’s development of the Augmented Reality and Artificial Intelligence (“ARAI”) Platform. The ARAI Platform has not yet reached technological feasibility and has no alternative future use; thus, the purchased IPR&D was expensed immediately subsequent to the acquisition.

Note 3. Transaction Accounting Adjustments

The unaudited pro forma condensed combined financial information reflects the following adjustments:

[A] Cash and cash equivalents

Transaction accounting adjustment made related to the cash portion of the total consideration transferred as part of the transaction.

[B1] Other intangible assets

Transaction accounting adjustment made to other intangible assets totaling $14 from the Holo Surgical standalone balance sheet, which were immediately impaired upon acquisition in the year ended December 31, 2019. Additionally, the acquired intangible assets totaling $458 were immediately impaired in the year ended December 31, 2019.


[B2] Marketing, general and administrative

Transaction accounting adjustments made to remove the amortization expense related to the other intangible assets, which were noted as impaired above in [B1]. For the nine months ended September 30, 2020, $2 was adjusted in the pro forma statement of operations. For the year ended December 31, 2019, $10 was adjusted in the pro forma statement of operations.

[B3] Asset impairment and abandonments

Transaction accounting adjustments related to the combined impairment adjustments in [B1] above, totaling $472 are included in the pro forma statement of operations for the year ended December 31, 2019.

[C] Contingent consideration

Transaction accounting adjustments made to current and long-term liabilities related to the contingent consideration. The current contingent consideration, totaling $8,993, relates to the first milestone payment, expected to be paid by June 30, 2021. The remaining contingent consideration, totaling $41,639, relates to milestone payments expected to be paid after December 31, 2021.

[D] Common stock and Additional paid-in capital

Transaction accounting adjustments made to record the stock portion of the consideration transferred.

 

     (in thousands,
except share and
per share data)
 

Common stock:

  

Total shares of Surgalign Holdings common stock issued

     6,250,000  

Par value of common stock

   $ 0.001  
  

 

 

 

Total Surgalign Holdings common stock issued

   $ 6  
  

 

 

 

Additional paid-in capital

  

Total shares of Surgalign Holdings common stock issued

     6,250,000  

Fair value of common stock

   $ 1.96  
  

 

 

 

Total consideration transferred

   $ 12,244  
  

 

 

 

[E] Accumulated deficit

Transaction accounting adjustments made to capture the impact on accumulated deficit, including: the consideration transferred [A], [C], and [D], as well as the impairment of intangible assets discussed above in adjustment [B1].

 

Cash

   $ (30,000      [A]  

Impairment of other intangible assets

     (14      [B1]  

Contingent consideration

     (50,632      [C]  

Stock

     (12,250      [D]  
  

 

 

    

Impact to Accumulated deficit

   $ (92,896   
  

 

 

    

[F] Transaction costs

Consistent with the accounting guidance the Company is allowed to capitalize the costs associated with the transaction, but as there were no assets to allocate the costs to, the Company immediately expensed these costs consistent with the IPR&D assets. Transaction accounting adjustments made to reclassify transaction costs incurred through September 30, 2020 related to the acquisition into a separate line item on the statement of operations: “Acquired in-process research and development and related costs.”


[G] Weighted average shares outstanding—basic

The Company’s calculations of pro forma net income per share of common stock for the year ended December 31, 2019 include the impact of items discussed in this Note 3, including the weighted average number of shares of common stock outstanding on a pro forma basis. The pro forma weighted average number of shares of common stock outstanding for the nine months ended September 30, 2020 and the year ended December 31, 2019, has been calculated as if the shares issued in connection with the Transaction had been issued and outstanding as of the beginning of the period.

[H] Acquired in-process research and development and related costs

The IPR&D acquired relates to Holo Surgical’s development of the Augmented Reality and Artificial Intelligence (“ARAI”) Platform. The ARAI Platform has not yet reached technological feasibility and has no alternative future use; thus, the purchased IPR&D asset was expensed immediately subsequent to the acquisition within the Company’s pro forma condensed combined statements of operations for the year ended December 31, 2019.