EX-99.1 3 a14-6521_1ex99d1.htm EX-99.1

Exhibit 99.1

 

OCERA THERAPEUTICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

 

Unaudited Pro Forma Consolidated Financial Statements

 

Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2013

 

2

Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Loss for the nine months ended September 30, 2013

 

3

Notes to Unaudited Pro Forma Consolidated Financial Statements

 

4

 

1



 

Ocera Therapeutics, Inc.

(A Development Stage Company)

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2013

(In thousands)

 

 

 

 

 

Pro Forma

 

Unaudited

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,691

 

$

4,000

(A)

$

25,691

 

Accounts receivable, net

 

66

 

 

66

 

Investment tax credits receivable, current portion

 

310

 

 

310

 

Prepaid expenses and other current assets

 

519

 

 

519

 

Total current assets

 

22,586

 

4,000

 

26,586

 

Property and equipment, net

 

707

 

(474

)(B)

233

 

Investment tax credits receivable

 

275

 

 

275

 

Intangible assets, net

 

4,099

 

(2,147

)(C)

1,952

 

Goodwill

 

917

 

(383

)(C)

534

 

Total assets

 

$

28,584

 

$

996

 

$

29,580

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

845

 

$

 

$

845

 

Accrued liabilities

 

2,096

 

 

2,096

 

Total current liabilities

 

2,941

 

 

2,941

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

5

 

 

5

 

Total Liabilities

 

2,946

 

 

 

2,946

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

 

 

 

Additional paid-in capital

 

99,830

 

 

99,830

 

Accumulated other comprehensive loss

 

2

 

 

2

 

Deficit accumulated during development stage

 

(74,194

)

996

(D)

(73,198

)

Total stockholders’ equity

 

25,638

 

996

 

26,634

 

Total liabilities and stockholders’ equity

 

$

28,584

 

$

996

 

$

29,580

 

 

See accompanying notes to unaudited pro forma consolidated financial statements.

 

2



 

Ocera Therapeutics, Inc.

(A Development Stage Company)

 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands, except Share and Per Share Data)

 

 

 

 

 

Pro Forma

 

Unaudited

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

Licensing and other revenue

 

$

200

 

$

 

$

200

 

Total revenue

 

200

 

 

200

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

2,288

 

(30

)(E)

2,258

 

General and administrative

 

5,381

 

 

5,381

 

Amortization of intangibles

 

265

 

(93

)(F)

172

 

Restructuring charges

 

742

 

 

742

 

Impairment of intangibles

 

1,576

 

 

1,576

 

Total operating expenses

 

10,252

 

(123

)

10,129

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest and other income

 

1

 

 

1

 

Interest and other expense

 

(186

)

 

(186

)

Change in valuation of warrants

 

15

 

 

15

 

Total other income (expense), net

 

(170

)

 

(170

)

Net loss

 

$

(10,222

)

$

123

 

$

(10,099

)

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

Net loss per share—basic and diluted

 

$

(2.78

)

 

 

$

(2.74

)

Weighted average shares—basic and diluted

 

3,683,156

 

 

 

3,683,156

 

 

 

 

 

 

 

 

 

Other comprehensive loss:

 

 

 

 

 

 

 

Net loss

 

$

(10,222

)

$

123

 

$

(10,099

)

Foreign currency translation adjustment

 

2

 

 

2

 

Comprehensive loss

 

$

(10,220

)

$

123

 

$

(10,097

)

 

See accompanying notes to unaudited pro forma consolidated financial statements.

 

3



 

Ocera Therapeutics, Inc.

(A Development Stage Company)

 

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL STATEMENTS

 

1. Description of Transaction and Basis of Presentation

 

Description of Transaction

 

On July 15, 2013, Terrapin Acquisition, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Tranzyme, Inc., a Delaware corporation (“Tranzyme”), completed its merger (the “Merger”) with and into Ocera Therapeutics, Inc., a private Delaware corporation (“Private Ocera”). The Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization, dated as of April 23, 2013, by and among Tranzyme, Private Ocera and Merger Sub. In connection with the Merger, the combined company changed its name to Ocera Therapeutics, Inc. (the “Company”) and the name of Private Ocera was changed to Ocera Subsidiary, Inc.  On December 17, 2013, the Company announced that it had entered into a Technology Transfer and License Agreement with Genentech, Inc. (“Genentech”) and F. Hoffman-La Roche, Ltd. (“Roche”, and together with Genentech, the “Licensee”) to transfer ownership of equipment and materials related to the use of the MATCH™ technology, which was acquired in the Merger, and grant a license to the License under the Company’s related intellectual property rights.  On February 18, 2014, the Company completed the remaining substantive performance obligation under the Technology Transfer and License Agreement.

 

Basis of Presentation

 

The unaudited pro forma consolidated financial statements were prepared in accordance with the regulations of the SEC and is intended to show how the sale of MATCH™ technology and the related equipment and materials might have affected the historical consolidated statement of operations and comprehensive loss if the sale had been consummated on July 15, 2013, the date of Merger, and how the sale might have affected the historical consolidated balance sheet if the sale had been consummated on September 30, 2013.

 

The historical financial information on which the pro forma statements are based is included in the Company’s Periodic Report on Form 10-Q filed for the nine months ended September 30, 2013, which was filed with the Securities and Exchange Commission on November 13, 2013. The unaudited pro forma consolidated financial statements and the notes thereto should be read in conjunction with these historical consolidated financial statements.

 

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are subject to a number of assumptions which may not be indicative of the results of operations that would have occurred had the disposition been completed at the dates indicated or what the results will be for any future periods. The unaudited pro forma consolidated statement of operations do not include the gain or loss that the Company may recognize from the sale of MATCH™ technology and the related equipment and materials if the transaction was completed at the beginning of the period presented.

 

2. Pro Forma Adjustments

 

The pro forma adjustments are as follows:

 


(A)         Adjustment is recorded to reflect the net cash anticipated to be received from disposition of assets.

(B)         Adjustment is recorded to reflect the disposal of equipment.

 

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(C)         Adjustment is recorded to reflect the disposal of intangible assets.

(D)         Adjustment is recorded to reflect the anticipated gain from disposition of assets.

(E)          Adjustment is recorded to reflect the removal of depreciation expense of assets disposed.

(F)           Adjustment is recorded to reflect the removal of amortization expense of intangible assets disposed.

 

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