EX-99.2 3 a10-16235_3ex99d2.htm EX-99.2

Exhibit 99.2

 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

 

On September 10, 2010, we completed the acquisition of BioSphere pursuant to an Agreement and Plan of Merger dated May 13, 2010 by and among Merit Medical Systems, Inc., Merit BioAcquisition Co., and BioSphere Medical, Inc. (the “Merger Agreement”).

 

The unaudited pro forma combined condensed balance sheet as of June 30, 2010 is presented as if the acquisition of BioSphere had occurred on June 30, 2010. The unaudited pro forma combined condensed statements of operations are presented as if the acquisition of BioSphere had occurred on January 1, 2009 with recurring merger-related adjustments reflected in each of the periods presented. The unaudited pro forma condensed consolidated financial information has been prepared by our management. Certain amounts from BioSphere’s historical consolidated financial statements have been reclassified to conform to our presentation

 

The acquisition has been accounted for using the acquisition method of accounting and, accordingly, the total estimated purchase consideration of the acquisition was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. Determination of the BioSphere purchase price and allocations of the BioSphere purchase price used in the unaudited pro forma combined condensed financial statements are based upon preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as we finalize the valuations of the net tangible assets and intangible assets acquired and liabilities assumed. Any change could result in material variances between our future financial results and the amounts presented in these unaudited combined condensed financial statements, including variances in fair values recorded, as well as expenses associated with these items.

 

The unaudited pro forma combined condensed statements of operations do not reflect nonrecurring acquisition-related charges resulting from the acquisition transaction.

 

The unaudited pro forma combined condensed statements are for information purposes only and do not purport to represent what our actual results would have been if the acquisition had been completed as of the date indicated above or that may be achieved in the future. The unaudited pro forma combined condensed statement of operations does not include the effects of any cost savings from operating efficiencies and synergies that may result from the acquisition.

 

The unaudited pro forma combined condensed financial statements, including the notes thereto, should be read in conjunction with our historical financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 10, 2010, and BioSphere’s historical financial statements for the year ended December 31, 2009 and for the six-month period ended June 30, 2010, filed on March 26, 2010 and August 13, 2010, respectively.

 

1



 

MERIT MEDICAL SYSTEMS, INC.

UNAUDITED PRO FORMA COMBINED

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

 

 

 

Historical

 

 

 

 

 

 

 

As of June 30, 2010

 

Pro Forma

 

Pro Forma

 

 

 

Merit Medical

 

BioSphere

 

Adjustments

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,254

 

$

2,049

 

$

(1,775

)(A)

$

4,528

 

Marketable securities

 

 

 

12,048

 

(2,375

)(A)

9,673

 

Trade receivables, net

 

37,010

 

4,927

 

(398

)(B)

41,539

 

Employee receivables

 

145

 

 

 

 

 

145

 

Other receivables

 

447

 

 

 

681

(D)

1,128

 

Inventories

 

47,219

 

3,026

 

2,643

(C)

52,888

 

Prepaid expenses and other assets

 

3,047

 

850

 

(514

)(D)

3,383

 

Deferred income tax assets

 

3,289

 

 

 

1,475

(J)

4,764

 

Income tax refunds receivable

 

177

 

 

 

196

(D)

373

 

Total Current Assets

 

95,588

 

22,900

 

(67

)

118,421

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

118,072

 

648

 

(102

)(E)

118,618

 

Other intangibles, net

 

26,958

 

 

 

33,450

(F)

60,408

 

Goodwill

 

33,002

 

1,443

 

28,637

(F)

63,082

 

Other assets

 

6,592

 

403

 

(277

)(D)

6,718

 

Deferred income tax assets

 

 

 

 

 

15,047

(J)

15,047

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

280,212

 

$

25,394

 

$

76,688

 

$

382,294

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

Trade payables

 

13,456

 

1,127

 

(805

)(H)

13,778

 

Accrued expenses

 

14,309

 

4,260

 

(878

)(H)

17,691

 

Advances from employees

 

645

 

 

 

 

(H)

645

 

Income taxes payable

 

2,246

 

 

 

 

 

2,246

 

Total Current Liabilities

 

30,656

 

5,387

 

(1,683

)

34,360

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax liabilities

 

11,068

 

 

 

1,089

(J)

12,157

 

Liabilities related to unrecognized tax benefits

 

2,945

 

 

 

471

(J)

3,416

 

Deferred compensation payable

 

3,417

 

 

 

 

 

3,417

 

Deferred credits

 

1,817

 

 

 

 

 

1,817

 

Long-term debt

 

 

 

 

 

96,000

(G)

96,000

 

Other long-term obligations

 

263

 

404

 

414

(N)

1,081

 

Total Liabilities

 

50,166

 

5,791

 

96,291

 

152,248

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

8,521

 

(8,521

)(I)

 

 

Common stock

 

64,724

 

188

 

(188

)(I)

64,724

 

Additional paid-in capital

 

 

 

108,616

 

(108,616

)(I)

 

 

Retained earnings (accumulated deficit)

 

165,427

 

(97,266

)

97,266

(I)

165,427

 

Accumulated other comprehensive loss

 

(105

)

(456

)

456

(I)

(105

)

Total Stockholders’ Equity

 

230,046

 

19,603

 

(19,603

)

230,046

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

280,212

 

$

25,394

 

$

76,688

 

$

382,294

 

 

See notes to unaudited pro forma condensed consolidated financial statements.

 

2



 

MERIT MEDICAL SYSTEMS, INC.

UNAUDITED PRO FORMA COMBINED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

 

 

 

 

June 30, 2010

 

Pro Forma

 

Pro Forma

 

 

 

Merit Medical

 

BioSphere

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

SALES

 

$

142,380

 

$

14,917

 

$

(84

)(K)

$

157,213

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

81,487

 

3,735

 

1,197

(K)(L)(P)

86,419

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

60,893

 

11,182

 

(1,281

)

70,794

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

38,971

 

14,009

 

(3,115

)(L)(O)

49,865

 

Research and development

 

6,799

 

1,356

 

 

 

8,155

 

Total

 

45,770

 

15,365

 

(3,115

)

58,020

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

15,123

 

(4,183

)

1,833

 

12,773

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest income

 

20

 

10

 

 

 

30

 

Interest expense

 

(50

)

(3

)

(736

)(M)

(789

)

Other income (expense)

 

76

 

534

 

 

 

610

 

Total other income - net

 

46

 

541

 

(736

)

(149

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)

 

15,169

 

(3,642

)

1,098

 

12,625

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE (BENEFIT)

 

4,946

 

(46

)

417

(J)

5,317

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

10,223

 

(3,596

)

680

 

7,307

 

PREFERRED STOCK DIVIDENDS

 

 

 

(289

)

289

 

 

 

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

 

$

10,223

 

$

(3,885

)

$

969

 

$

7,307

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE-

 

 

 

 

 

 

 

 

 

Basic

 

$

0.36

 

$

(0.21

)

$

0.02

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.36

 

$

(0.21

)

$

0.02

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

AVERAGE COMMON SHARES-

 

 

 

 

 

 

 

 

 

Basic

 

28,184

 

18,096

 

28,184

 

28,184

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

28,740

 

18,096

 

28,740

 

28,740

 

 

See notes to unaudited pro forma condensed consolidated financial statements.

 

3



 

MERIT MEDICAL SYSTEMS, INC.

UNAUDITED PRO FORMA COMBINED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

For the Twelve Months Ended

 

 

 

 

 

 

 

December 31, 2009

 

Pro Forma

 

Pro Forma

 

 

 

Merit Medical

 

BioSphere

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

SALES

 

$

257,462

 

$

31,443

 

$

(316

)(K)

$

288,589

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

148,660

 

7,682

 

2,433

(K)(L)(P)

158,775

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

108,802

 

23,761

 

(2,749

)

129,814

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

64,787

 

23,718

 

1,000

(L)(O)

89,505

 

Research and development

 

11,168

 

3,415

 

 

 

14,583

 

Total

 

75,955

 

27,133

 

1,000

 

104,088

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

32,847

 

(3,372

)

(3,749

)

25,726

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Interest income

 

178

 

8

 

 

 

186

 

Interest expense

 

(28

)

(6

)

(1,543

)(M)

(1,577

)

Other income (expense)

 

97

 

38

 

 

 

135

 

Total other income - net

 

247

 

40

 

(1,543

)

(1,256

)

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)

 

33,094

 

(3,332

)

(5,292

)(J)

24,470

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE (BENEFIT)

 

10,564

 

(658

)

(2,011

)

7,895

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

22,530

 

(2,674

)

(3,281

)

16,575

 

PREFERRED STOCK DIVIDENDS

 

 

 

(578

)

578

 

 

 

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

 

$

22,530

 

$

(3,252

)

$

(2,703

)

$

16,575

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE-

 

 

 

 

 

 

 

 

 

Basic

 

$

0.80

 

$

(0.18

)

$

(0.12

)

$

0.59

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.79

 

$

(0.18

)

$

(0.11

)

$

0.58

 

 

 

 

 

 

 

 

 

 

 

AVERAGE COMMON SHARES-

 

 

 

 

 

 

 

 

 

Basic

 

28,011

 

18,044

 

28,011

 

28,011

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

28,606

 

18,044

 

28,606

 

28,606

 

 

See notes to unaudited pro forma condensed consolidated financial statements.

 

4



 

MERIT MEDICAL SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

 

1.  BASIS OF PRESENTATION. On September 10, 2010, we completed the acquisition of BioSphere pursuant to the Merger Agreement.

 

The unaudited pro forma combined condensed balance sheet as of June 30, 2010 is based on our historical financial statements and BioSphere’s balance sheet as of the acquisition date. The unaudited pro forma combined balance sheet as of June 30, 2010 is presented as if the acquisition had occurred on June 30, 2010. The unaudited pro forma condensed consolidated financial information has been prepared by our management. Certain amounts from BioSphere’s historical consolidated financial statements have been reclassified to conform with our presentation.

 

The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2009 are based on our historical financial statements for the year then ended and BioSphere’s historical financial statements for the year then ended after giving effect to the acquisition adjustments. The unaudited pro forma combined condensed statements of operations for the six months ended June 30, 2010 are based our historical financial statements for the period then ended and BioSphere’s historical financial statements for the period then ended after giving effect to the acquisition adjustments. The unaudited pro forma combined condensed statements of operations is presented as if the BioSphere acquisition had occurred on January 1, 2009.

 

2.  PURCHASE PRICE ALLOCATION.  On September 10, 2010, we completed our acquisition of BioSphere in an all cash transaction valued at approximately $96 million, inclusive of all common equity and Series A Preferred preferences.  BioSphere develops and markets embolotherapeutic products for the treatment of uterine fibroids, hypervascularized tumors and arteriovenous malformations.  We anticipate that the acquisition of BioSphere will give us a platform technology applicable to multiple therapeutic areas with significant market potential while leveraging existing interventional radiology call points.  Two immediate applications for the embolotherapy are uterine fibroids and primary liver cancer.  The gross amount of trade receivables we acquired from BioSphere is approximately $4.6 million, of which $51,000 is expected to be uncollectible.  Our consolidated financial statements for the three and nine-month periods ended September 30, 2010 reflect sales subsequent to the acquisition date of approximately $1.5 million related to our BioSphere acquisition. We report sales and operating expenses related to this acquisition in our cardiovascular segment.  Computation of the earnings related to this acquisition is impracticable, as we cannot split out sales costs related to Biosphere’s products as our sales representatives are selling multiple products in the cardiovascular business segment. We are in the process of finalizing our valuation of certain tangible and intangible assets and residual goodwill acquired in the transaction.  We intend to complete the purchase price allocation associated with the BioSphere acquisition, no later than one year from the date of acquisition. That purchase price allocation may change as more defined analyses are completed and additional information about fair value of assets and liabilities becomes available.  The purchase price was preliminarily allocated as follows (in thousands):

 

5



 

Assets Acquired

 

 

 

Marketable securities

 

$

9,673

 

Inventories

 

5,669

 

Trade receivables

 

4,529

 

Other assets

 

1,340

 

Property and equipment

 

546

 

Deferred income tax assets

 

16,522

 

Intangibles

 

 

 

Developed technology

 

26,000

 

Customer list

 

4,600

 

License agreement

 

350

 

Trademark

 

2,500

 

Goodwill

 

30,080

 

Total assets acquired

 

101,809

 

 

 

 

 

Liabilities Assumed

 

 

 

Accounts payable

 

322

 

Accrued expenses

 

3,383

 

Other liabilities

 

818

 

Deferred income tax liabilities

 

1,089

 

Liabilities related to unrecognized tax benefits

 

471

 

Total liabilities assumed

 

6,083

 

 

 

 

 

Net assets acquired, net of cash acquired of $274

 

$

95,726

 

 

With respect to the assets we acquired from BioSphere, we intend to amortize developed technology and a license agreement over 10 years and customer lists on an accelerated basis over 10 years.  While U.S. trademarks can be renewed indefinitely, we currently estimate that we will generate cash flow from the acquired trademarks for a period of 15 years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 10.4 years.

 

Estimated amortization expense for the customer list for the next five years consists of the following (in thousands):

 

Year Ending

 

 

 

December 31

 

 

 

 

 

 

 

Remaining 2010

 

$

155

 

2011

 

939

 

2012

 

770

 

2013

 

695

 

2014

 

553

 

 

The net deferred income tax asset of approximately $16.5 million ($1.5 million current and $15.0 million long-term) is comprised of $28.4 million in deferred tax assets primarily related to U.S. federal net operating loss carry forwards of BioSphere and approximately $11.9 million in deferred tax liabilities primarily related to differences between the book basis and tax basis of identifiable intangible assets.  The U.S. federal net operating loss carry forwards of approximately $79.8 million are subject to an annual limitation under Internal Revenue Code Section 382.  We currently anticipate that we will utilize the net operating loss carry forwards over a period of sixteen years.  Our non-U.S. net operating loss from the BioSphere’s French subsidiary of approximately $1.6 million has no expiration date.  The net deferred tax liability of approximately $1.1 million is related to differences between the book basis and tax basis of the identifiable intangible assets of BioSphere’s French subsidiary.

 

6



 

In connection with our BioSphere acquisition, we paid approximately $522,000 in long-term debt issuance costs to Wells Fargo Bank with respect to our execution of a Credit Agreement dated as of September 10, 2010 by and among Merit Medical and Wells Fargo Bank, National Association (the “Credit Agreement”).  These costs consist primarily of loan origination fees and legal costs that we intend to amortize over five years, which is the contract term of the Credit Agreement.

 

3. LONG-TERM DEBT.  In order to facilitate the purchase of BioSphere, we entered into the Credit Agreement.  Pursuant to the terms of the Credit Agreement, the lenders who are or may become parties thereto (the “Lenders”) have agreed to make revolving credit loans up to an aggregate amount of $125 million.  Wells Fargo Bank, National Association (“Wells Fargo”), who acts as administrative agent for the Lenders, has also agreed to make swingline loans from time to time through the maturity date of September 10, 2015 in amounts equal to the difference between the amounts actually loaned by the Lenders and the aggregate credit commitment.

 

Revolving credit loans made under the Credit Agreement bear interest, at our election, at either (i) the base rate (described below) plus 0.25%, (ii) the LIBOR Market Index Rate (as defined in the Credit Agreement)  plus 1.25%, or (iii) the LIBOR Rate (as defined in the Credit Agreement) plus 1.25%.  Swingline loans bear interest at the LIBOR Market Index Rate plus 1.25%.  Interest on each loan featuring the base rate or the LIBOR Market Index Rate is due and payable on the last business day of each calendar month; interest on each loan featuring the LIBOR Rate is due and payable on the last day of each interest period selected by us when selecting the LIBOR Rate as the benchmark for interest calculation.  For purposes of the Credit Agreement, the base rate means the highest of (i) the prime rate (as announced by Wells Fargo), (ii) the federal funds rate plus 0.50%, and (iii) LIBOR for an interest period of one month plus 1.0%.

 

The Credit Agreement contains covenants, representations and warranties and other terms, that are customary for revolving credit loans of this nature.  In this regard, the Credit Agreement requires us to not, among other things, (a) permit the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) to be greater than 2.5 to 1 through June 30, 2012, no more than 2.25 to 1 from July 1, 2012 through June 30, 2014, and no more than 2 to 1 from July 1, 2014 and thereafter; (b) for any period of four consecutive fiscal quarters, permit the ratio of Consolidated EBITDA (as defined in the Credit Agreement) (adjusted for certain expenditures) to Consolidated Fixed Charges (as defined in the Credit Agreement) to be less than 1.75 to 1; (c) permit Consolidated Net Income (as defined in the Credit Agreement) for certain periods, and subject to certain adjustments, to be less than $0; or (d) subject to certain conditions and adjustments, permit the aggregate amount of all Facility Capital Expenditures (as defined in the Credit Agreement) in any fiscal year to exceed $30 million.  Additionally, the Credit Agreement contains various negative covenants with which we must comply, including, but not limited to, limitations respecting: the incurrence of indebtedness, the creation of liens on our property, mergers or similar combinations or liquidations, asset dispositions, investments in subsidiaries, and other provisions customary in similar types of agreements.

 

4. PRO FORMA ADJUSTMENTS. The following is a summary of pro forma adjustments reflected in the unaudited pro forma combined condensed consolidation financial statements based on preliminary estimates, which may change as additional information is obtained:

 

A.      The cash balance was adjusted to reflect the cash acquired as part of the acquisition.

 

B.      To adjust the estimated fair value of receivables acquired resulting from the acquisition.

 

C.      To record the estimated fair value of inventory resulting from the acquisition.

 

D.      To record the estimated fair value of prepaid assets and other assets.

 

E.       To record the estimated fair value of fixed assets resulting from the acquisition.

 

F.        To record the estimated fair value of identifiable assets and goodwill resulting from the acquisition (see note 2 discussed above).

 

7



 

G.      To record the debt issued in connection with the acquisition.

 

H.     To record the estimated fair value of liabilities assumed in the acquisition.

 

I.          Represents the elimination of BioSphere’s historical Stockholders’ Equity.

 

J.          Deferred tax assets and liabilities were recognized based on differences between the tax basis of the assets acquired and the liabilities assumed and the values recorded for financial reporting purposes. An estimated effective income tax rate at June 30, 2010 of 38% was used on our pre-tax pro forma adjustments.

 

K.     During the year ended December 31, 2009 and six months ended June 30, 2010, we sold products to BioSphere, and as such, an adjustment of $316,000 and $84,000, respectively, was made to eliminate the intercompany sales for those periods.

 

L.       To record the amortization of intangibles resulting from the acquisition. Amortization is based on the following estimated lives: developed technology and license agreement over 10 years, customer lists on an accelerated basis over 10 years, and a trademark over 15 years acquisition (see note 2 discussed above).   The following table summarizes the amortization of intangible amounts recorded in our unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2009 and six months ended June 30, 2010 (in thousands):

 

 

 

Twelve Months Ended

 

Six Months Ended

 

 

 

12/31/2009

 

6/30/2010

 

Cost of sales

 

$

2,635

 

$

1,317

 

Selling, general and administrative

 

1,000

 

447

 

 

M.   To recognize interest expense on the debt issued as a result of the acquisition. Interest expense was estimated based on the average one-month Wells Fargo LIBOR rate that was prevailing during the year ended December 31, 2009 and six months ended June 30, 2010.

 

N.      To record the estimated fair value of long-term liabilities assumed in the acquisition.

 

O.      We incurred a total of $3.6 million in acquisition-related expenses during the six months ended June 30, 2010.  As these are nonrecurring charges, they have been excluded from the unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2010.

 

P.        To record intercompany profit elimination resulting from the acquisition that related to the sale of products during the year ended December 31, 2009 and six months ended June 30, 2010 of $114,000 and ($36,000), respectively, from us to BioSphere as discussed in (K) above.

 

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