EX-99.1 2 ex_137219.htm EXHIBIT 99.1 ex_137219.htm

Exhibit 99.1

 

 

The pro forma adjustments in the following tables are based on the best information available and assumptions that management believes are factually supportable and reasonable; however, such adjustments are subject to change. In addition, such adjustments are estimates. The unaudited pro forma consolidated information is for illustrative and informational purposes only and is not intended to reflect what our consolidated results of operations would have been had the disposition occurred prior to the dates indicated and is not necessarily indicative of our future consolidated results of operations. 

 

For each of the periods presented, the column labeled “Pro Forma” reflects the Company’s revenue and cost of revenue as if the Transaction had already occurred and the Company had been selling its T-SPOT.TB test kits at an estimated market rate. For purposes of the pro forma adjustments, revenue is based on U.S. laboratory test volumes, as opposed to shipments of T-SPOT.TB test kits. This methodology may not be indicative of the future timing of revenue. 

 

The As Reported and Pro Forma columns include blood donor screening revenue and cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

 

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Year ended December 31, 2018

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 54,687     $ 6,064     $ 60,751  

Service

    5,066       18       5,084  

Total revenue

    59,753       6,082       65,835  

Cost of revenue:

                       

Product

    13,668       4,328       17,996  

Service

    3,158             3,158  

Total cost of revenue

    16,826       4,328       21,154  

Gross profit

    42,927       1,754       44,681  

Operating expenses:

                       

Research and development

    8,122             8,122  

Sales and marketing

    26,500             26,500  

General and administrative

    25,952             25,952  

Intangible assets impairment charge

    879             879  

Settlement expense

    2,193             2,193  

Total operating expenses

    63,646             63,646  

Operating loss from continuing operations

    (20,719 )     1,754       (18,965 )

Other income (expense):

                       

Interest expense, net

    (1,797 )           (1,797 )

Loss on extinguishment of debt

    (2,105 )           (2,105 )

Foreign exchange gains

    111             111  

Other expense

    (271 )           (271 )

Loss from continuing operations before income taxes

    (24,781 )     1,754       (23,027 )

Income tax benefit (expense) from continuing operations

    38,339       (39,992 )     (1,653 )

Income (loss) from continuing operations

    13,558       (38,238 )     (24,680 )

Discontinued operations:

                       

Income from discontinued operations before income taxes

    1,727       (1,727 )      

Gain on disposition

    145,982       (145,982 )      

Income tax expense

    (39,992 )     39,992        

Income from discontinued operations

    107,717       (107,717 )      

Net income (loss)

  $ 121,275     $ (145,955 )   $ (24,680 )

Net income (loss) per ordinary share—basic:

                       

Net income (loss) from continuing operations per ordinary share

  $ 0.52             $ (0.95 )

Net income from discontinued operations per ordinary share

  $ 4.15             $  

Net income (loss) per ordinary share

  $ 4.67             $ (0.95 )

Net income per ordinary share—diluted:

                       

Net income (loss) from continuing operations per ordinary share

  $ 0.51             $ (0.95 )

Net income from discontinued operations per ordinary share

  $ 4.05             $  

Net income (loss) per ordinary share

  $ 4.56             $ (0.95 )

Weighted-average shares used to compute net income (loss) per ordinary share—basic

    25,982,809               25,982,809  

Weighted-average shares used to compute net income (loss) per ordinary share—diluted

    26,568,075               25,982,809  

 

(a)

Amounts are as originally reported in our earnings release and reflect results of operations of the business sold to Quest as having been disposed of in accordance with Accounting Standards Codification, or ASC, 360, Property, Plant, and Equipment, in discontinued operations, as required by ASC 205, Presentation of Financial Statements. Amounts include blood donor screening revenue of about $1.7 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

(b)

Amounts reflect adjustments to the Company’s As Reported results of operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Additionally, the results of discontinued operations are eliminated.

(c)

Amounts reflect the pro forma results of continuing operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Amounts include blood donor screening revenue of about $1.7 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

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 Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended December 31, 2018

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 14,451     $ 512     $ 14,963  

Service

    916             916  

Total revenue

    15,367       512       15,879  

Cost of revenue:

                       

Product

    3,675       452       4,127  

Service

    281       171       452  

Total cost of revenue

    3,956       623       4,579  

Gross profit

    11,411       (111 )     11,300  

Operating expenses:

                       

Research and development

    2,153             2,153  

Sales and marketing

    5,845             5,845  

General and administrative

    6,603             6,603  

Intangible assets impairment charge

    879             879  

Settlement expense

    214             214  

Total operating expenses

    15,694             15,694  

Operating loss from continuing operations

    (4,283 )     (111 )     (4,394 )

Other income (expense):

                       

Interest income, net

    214             214  

Loss on extinguishment of debt

    (2,105 )           (2,105 )

Foreign exchange gains

    417             417  

Other expense

    (29 )           (29 )

Loss from continuing operations before income taxes

    (5,786 )     (111 )     (5,897 )

Income tax benefit (expense) from continuing operations

    39,521       (39,992 )     (471 )

Income (loss) from continuing operations

    33,735       (40,103 )     (6,368 )

Discontinued operations:

                       

Income from discontinued operations before income taxes

    1,831       (1,831 )      

Gain on disposition

    145,982       (145,982 )      

Income tax expense

    (39,992 )     39,992        

Income from discontinued operations

    107,821       (107,821 )      

Net income (loss)

  $ 141,556     $ (147,924 )   $ (6,368 )

Net income per ordinary share—basic:

                       

Net income (loss) from continuing operations per ordinary share

  $ 1.28             $ (0.24 )

Net income from discontinued operations per ordinary share

  $ 4.10             $  

Net income (loss) per ordinary share

  $ 5.38             $ (0.24 )

Net income (loss) per ordinary share—diluted:

                       

Net income (loss) from continuing operations per ordinary share

  $ 1.25             $ (0.24 )

Net income from discontinued operations per ordinary share

  $ 3.99             $  

Net income (loss) per ordinary share

  $ 5.23             $ (0.24 )

Weighted-average shares used to compute net income (loss) per ordinary share—basic

    26,326,419               26,326,419  

Weighted-average shares used to compute net income (loss) per ordinary share—diluted

    27,054,822               26,326,419  

 

(a)

Amounts are as originally reported in our earnings release and reflect results of operations of the business sold to Quest as having been disposed of in accordance with Accounting Standards Codification, or ASC, 360, Property, Plant, and Equipment, in discontinued operations, as required by ASC 205, Presentation of Financial Statements. Amounts include blood donor screening revenue of about $55,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

(b)

Amounts reflect adjustments to the Company’s As Reported results of operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Additionally, the results of discontinued operations are eliminated

(c)

Amounts reflect the pro forma results of continuing operations, as if the Closing Date of the Transaction had already occurred and the long-term Supply Agreement had been in effect for the full period. Amounts include blood donor screening revenue of about $55,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

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