Published on October 27, 2008
Exhibit
99.2
OPKO
Health, Inc.
Condensed
Consolidated Pro Forma Balance Sheet
As
of
September 30, 2007
OPKO
|
OTI
|
Pro
forma adjustments
|
Pro
forma consolidated
|
||||||||||
(in
thousands)
|
|||||||||||||
ASSETS
|
|||||||||||||
Current
assets
|
|||||||||||||
Cash
and cash equivalents
|
$
|
4,670
|
$
|
3,939
|
$
|
-
|
$
|
8,609
|
|||||
Accounts
receivable, net
|
-
|
1,861
|
-
|
1,861
|
|||||||||
Inventory,
net
|
-
|
1,047
|
-
|
1,047
|
|||||||||
Prepaid
expenses and other current assets
|
1,018
|
692
|
-
|
1,710
|
|||||||||
Total
current assets
|
5,688
|
7,539
|
-
|
13,227
|
|||||||||
Property
and equipment, net
|
275
|
14
|
(14
|
)
|
275
|
||||||||
Investment
in OTI, net
|
4,874
|
-
|
(4,874
|
)
|
-
|
||||||||
Intangible
assets
|
-
|
71
|
(71
|
)
|
-
|
||||||||
|
- | - |
11,387
|
11,387
|
|||||||||
Other
assets
|
22
|
-
|
22
|
||||||||||
Total
assets
|
$
|
10,859
|
$
|
7,624
|
$
|
6,428
|
$
|
24,911
|
|||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||||||||
Current
liabilities
|
|||||||||||||
Current
portion of long-term notes, net
|
$
|
3,319
|
$
|
287
|
-
|
$
|
3,606
|
||||||
Accounts
payable
|
1,349
|
1,798
|
-
|
3,147
|
|||||||||
Accrued
expenses
|
1,741
|
82
|
-
|
1,823
|
|||||||||
Total
current liabilities
|
6,409
|
2,167
|
-
|
8,576
|
|||||||||
Line
of credit with related party
|
7,629
|
1,275
|
-
|
8,904
|
|||||||||
Long-term
capital lease obligations
|
9
|
-
|
-
|
9
|
|||||||||
Total
liabilities
|
14,047
|
3,442
|
-
|
17,489
|
|||||||||
Commitments
and contingencies
|
|||||||||||||
Shareholders’
equity
|
|||||||||||||
Series
A preferred stock - $0.01 par value, 4,000,000
shares authorized; 869,366 and 0 shares
issued and outstanding (liquidation value of
$2,336 and $0) at September 30, 2007)
|
9
|
-
|
-
|
9
|
|||||||||
Series
C preferred stock $0.01 par value, 500,000 shares
authorized; 0 shares issued and outstanding
on pro forma basis
|
-
|
-
|
-
|
-
|
|||||||||
Common
stock - $0.01 par value, 500,000,000 shares
authorized; 165,954,608 shares issued and outstanding
on pro forma basis
|
1,632
|
7,488
|
(7,488
|
)
|
1,659
|
||||||||
27
|
|||||||||||||
Additional
paid-in capital
|
255,639
|
1,937
|
(1,937
|
)
|
266,222
|
||||||||
10,583
|
|||||||||||||
Accumulated
deficit
|
(260,468
|
)
|
(5,243
|
)
|
5,243
|
(260,468
|
)
|
||||||
Total
shareholders’ equity
|
(3,188
|
)
|
4,182
|
6,428
|
7,422
|
||||||||
Total
liabilities and shareholders’ equity
|
$
|
10,859
|
$
|
7,624
|
$
|
6,428
|
$
|
24,911
|
OPKO
Health, Inc.
Condensed
Consolidated Pro Forma Statement of Operations
For
the
Period from inception (June 23, 2006) to December 31, 2006
(umaudited)
OPKO
|
OTI
|
Pro
forma adjustments
|
Pro
forma consolidated
|
||||||||||
(in
thousands)
|
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
Revenue
|
$
|
-
|
$
|
4,403
|
$
|
-
|
$
|
4,403
|
|||||
Cost
of goods sold
|
-
|
3,828
|
-
|
3,828
|
|||||||||
Gross
margin
|
-
|
575
|
-
|
575
|
|||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
4,190
|
586
|
-
|
4,776
|
|||||||||
Research
and development
|
8,535
|
568
|
-
|
9,103
|
|||||||||
Total
operating expenses
|
12,725
|
1,154
|
-
|
13,879
|
|||||||||
Operating
loss
|
(12,725
|
)
|
(579
|
)
|
-
|
(13,304
|
)
|
||||||
Other
(expense) income, net
|
108
|
42
|
(267
|
)
|
(117
|
)
|
|||||||
Loss
before income taxes and loss from OTI
|
(12,617
|
)
|
(537
|
)
|
(267
|
)
|
(13,421
|
)
|
|||||
Income
taxes
|
-
|
279
|
-
|
279
|
|||||||||
Net
loss before loss from OTI
|
(12,617
|
)
|
(258
|
)
|
(267
|
)
|
(13,142
|
)
|
|||||
Loss
from OTI
|
-
|
-
|
-
|
-
|
|||||||||
Net
loss
|
(12,617
|
)
|
(258
|
)
|
(267
|
)
|
(13,142
|
)
|
|||||
Preferred
stock dividend
|
(943
|
)
|
-
|
-
|
(943
|
)
|
|||||||
Net
loss attributable to common shareholders
|
$
|
(13,560
|
)
|
$
|
(258
|
)
|
$
|
(267
|
)
|
$
|
(14,085
|
)
|
|
Loss
per share, basic and diluted
|
$
|
(0.12
|
)
|
$
|
(0.12
|
)
|
|||||||
Weighted
average number of shares outstanding - basic and diluted
|
113,042,000
|
2,762,000
|
115,804,000
|
OPKO
Health, Inc.
Condensed
Consolidated Pro Forma Statement of Operations
For
the
Nine Months Ended September 30, 2007
(unaudited)
OPKO
|
|
OTI
|
|
Pro
forma adjustments
|
|
Pro
forma consolidated
|
|||||||
(in
thousands)
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
9,874
|
$
|
-
|
$
|
9,874
|
|||||
Cost
of goods sold
|
-
|
7,977
|
-
|
7,977
|
|||||||||
Gross
margin
|
-
|
1,897
|
-
|
1,897
|
|||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and
administrative
|
8,151
|
2,490
|
-
|
10,641
|
|||||||||
Research
and development
|
7,010
|
1,060
|
-
|
8,070
|
|||||||||
Write-off
of acquired in-
process
research and
development
|
243,761
|
-
|
-
|
243,761
|
|||||||||
Total
operating expenses
|
258,922
|
3,550
|
-
|
262,472
|
|||||||||
Operating
loss
|
(258,922
|
)
|
(1,653
|
)
|
-
|
(260,575
|
)
|
||||||
Other
(expense) income, net
|
(379
|
)
|
171
|
-
|
(208
|
) | |||||||
Loss
before income taxes and loss from OTI
|
(259,301
|
)
|
(1,482
|
)
|
-
|
(260,783
|
)
|
||||||
Income
taxes
|
-
|
114
|
-
|
114
|
|||||||||
Net
loss before loss from OTI
|
(259,301
|
)
|
(1,368
|
)
|
-
|
(260,669
|
)
|
||||||
Loss
from OTI
|
(126
|
)
|
-
|
126
|
-
|
||||||||
Net
loss
|
(259,427
|
)
|
(1,368
|
)
|
126
|
(260,669
|
)
|
||||||
Preferred
stock dividend
|
(164
|
)
|
-
|
-
|
(164
|
)
|
|||||||
Net
loss attributable to common shareholders
|
$
|
(259,591
|
)
|
$
|
(1,368
|
)
|
$
|
126
|
$
|
(260,833
|
)
|
||
Loss
per share, basic and diluted
|
$
|
(2.24
|
)
|
$
|
(2.20
|
)
|
|||||||
Weighted
average number of
|
|||||||||||||
shares
outstanding - basic and diluted
|
116,034,500
|
2,762,000
|
118,796,500
|
OPKO
Health, Inc.
Notes
to
Condensed Consolidated Pro Forma Financial Statements
Note
1.
Basis of Presentation.
The
pro
forma balance sheet reflects the balance sheets of Froptix Corporation, as
adjusted for the reverse merger between Froptix Corporation and eXegenics,
Inc.
and the acquisition of Acuity Pharmaceuticals, Inc. which are now known as
OPKO
Health, Inc. The pro forma statements of operations reflect the historical
financial results of OPKO Health, Inc. and the pro forma financial information
for Ophthalmic Technologies, Inc., or OTI, was derived from the audited
financial statements of OTI for the periods ended April 30, 2006 and April
30,
2007. As a result of OTI’s fiscal financial year differing more than 93 days
than that of OPKO, an adjustment was made to OTI’s fiscal year-end to December
31, 2006.
The
following adjustments were made to reflect the reverse merger between Froptix
and eXegenics and the subsequent acquisition of Acuity.
i.
|
|
The
issuance of 61,775,000 shares of common stock for 100% of the outstanding
shares of Froptix.
|
|
||
ii.
|
|
Eliminate
eXegenics retained deficit and treasury stock.
|
|
||
iv.
|
|
Eliminate
Froptix common stock and Acuity common and preferred stock.
|
|
||
v.
|
|
Eliminate
Acuity retained deficit.
|
|
||
vi.
|
|
Represents
write off of in process research and development of Acuity (approximately
$213.0 million. Amount was valued at consummation of the acquisition
but
then subsequently written off in accordance with FASB Interpretation
No. 4, Applicability
of FASB Statement No. 2 to Business Combinations Accounted for by the
Purchase Method.
|
|
||
vii.
|
|
Represents
dividends which would have been paid to Acuity preferred stock
holders had
the merger occurred January 1, 2007. Amount calculated as 457,589
Series C Preferred Stock shares multiplied by a fair value of
$77/share multiplied by 2% dividend rate (457,589*$77*2%=$704,687).
|
The
pro
forma Statement of Operations for the 2006 period reflect OPKO and OTI’s results
from OPKO’s inception ( June 23, 2006) through December 31, 2006. The pro forma
Statement of Operations for the 2007 period reflect OPKO and OTI’s results from
January 1, 2007 through September 30, 2007.
The
pro
forma interest expense assumes borrowing funds at a 10% annual interest rate,
which is the annual interest rate of OPKO’s current line of credit. The interest
expense assumes the funds were borrowed on January 1,
2007.
In
addition, OTI is a Toronto-Canada based company and as a result, its functional
currency and financial statements reflect Canadian Dollars. We have translated
their financial statements to U.S. dollars using an exchange rate of $1.01
as of
September 30, 2007 and using the weighted average exchange rate of approximately
$0.91 for the period ended September 30, 2007.
The following table represents the initial purchase price allocation of the intangible assets:
Intangible
assets, net:
|
||||
Technology
|
$
|
4,597
|
||
Customer
relationships
|
2,978
|
|||
Covenants
not to compete
|
317
|
|||
Tradename
|
195
|
|||
Goodwill
|
3,300
|
|||
|
$
|
11,387
|
The
purchase price allocation of the OTI assets are preliminary and may change
significantly.