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| CXM > SEC Filings for CXM > Form 8-K/A on 25-Aug-2009 | All Recent SEC Filings |
25-Aug-2009
Financial Statements and Exhibits
(b)(1) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated balance sheets as of June 30, 2009 give effect to the sale of Cardium's Innercool subsidiary as if the sales had been consummated on June 30, 2009. The following unaudited pro forma condensed consolidated statements of operations for the fiscal year ended December 31, 2008 and the six months ended June 30, 2009 give effect to the sale of Cardium's Innercool subsidiary as if the sale had been consummated at the beginning of those periods. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that actually would have occurred if the sales had taken place during such period or that may be attained in the future.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with Cardium's consolidated financial statements and notes thereto. We have prepared the unaudited pro forma condensed consolidated financial information based upon estimates and assumptions we have deemed appropriate based upon currently available information, and such estimates and assumptions are discussed in the accompanying notes. We believe that our estimates and assumptions are reasonable, and the significant effects of this sale have been properly reflected in our unaudited pro forma condensed consolidated financial statements. However, actual results will differ from the estimates and assumptions used. The unaudited condensed consolidated financial information is presented for illustrative purposes and is not designed to represent, and does not represent, what the financial position or operating results would have been had the sale of substantially all of the assets of Cardium's InnerCool business been completed as of the dates assumed, nor is it intended to project Cardium's future financial position or results of operations.
CARDIUM THERAPEUTICS, INC.
(A Development Stage Company)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 2009
As Proforma Use of Pro Forma
Reported Adjustments Proceeds Notes Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 773,084 $ - $ 2,571,594 1 $ 3,344,678
Accounts receivable 42,240 - - 42,240
Current assets held for sale 6,390,795 (6,390,795 ) - 2 -
Deferred financing costs, net 179,352 - - 179,352
Prepaid expenses and other
current assets 77,051 - - 77,051
Total current assets 7,462,522 (6,390,795 ) 2,571,594 3,643,321
Restricted cash 400,000 - 1,125,000 1 1,525,000
Property equipment, net 583,489 - - 583,489
Long term assets held for sale 40,103 (40,103 ) - 2 -
Deposits 179,938 - - 179,938
TOTAL ASSETS $ 8,666,052 $ (6,430,898 ) $ 3,696,594 $ 5,931,748
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 3,867,139 $ - $ - $ 3,867,139
Current liabilities of business
held for sale 2,231,230 (2,143,632 ) (87,598 ) 1 & 2 -
Accrued liabilities 2,182,238 - (423,058 ) 1 1,759,180
Short term debt 9,357,392 - (6,741,000 ) 1 2,616,392
Subtotal 17,637,999 (2,143,632 ) (7,251,656 ) 8,242,711
Derivative liabilities - fair
value of warrants 20,382,056 - - 20,382,056
Total current liabilities 38,020,055 (2,143,632 ) (7,251,656 ) 28,624,767
Deferred rent 195,231 - - 195,231
TOTAL LIABILITIES 38,215,286 (2,143,632 ) (7,251,656 ) 28,819,998
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STOCKHOLDERS' DEFICIENCY Common stock, $0.0001 par value; 100,000,000 shares authorized; 46,930,439 shares issued and outstanding 4,699 - - 4,699 Additional paid-in capital 60,870,800 - - 60,870,800 Deficit accumulated during development stage (90,424,733 ) (4,287,266 ) 10,948,250 1 & 2 (83,763,749 ) TOTAL STOCKHOLDERS' DEFICIENCY (29,549,234 ) (4,287,266 ) 10,948,250 (22,888,250 ) |
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 8,666,052 $ (6,430,898 ) $ 3,696,594 $ 5,931,748
see notes to the pro forma condensed combined financial statements
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
As Pro Forma Pro Forma
Reported Adjustments Total
(3)
REVENUES $ 2,417,385 $ (2,000,473 ) $ 416,912
COST OF GOODS SOLD 1,431,574 (1,431,574 ) -
GROSS MARGIN 985,811 (568,899 ) 416,912
OPERATING EXPENSES - - -
Research and development 12,315,652 (1,273,722 ) 11,041,930
General and administrative 11,600,115 (5,070,771 ) 6,529,344
Amortization of Intangibles 789,656 (789,656 ) -
Total operating expenses 24,705,423 (7,134,149 ) 17,571,274
Interest income 102,201 - 102,201
Interest (expense) (980,647 ) 430820 (549,827 )
$ (24,598,058 ) $ 6,996,070 $ (17,601,988 )
EARNINGS PER SHARE
Net loss per share - basic and diluted $ (0.55 ) - $ (0.39 )
Weighted average shares outstanding - Basic
and diluted 44,978,169 - 44,978,169
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see notes to the pro forma condensed combined financial statement
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2009
As Pro Forma Pro Forma
Reported Adjustments Total
(3)
GRANT REVENUES $ 25,632 $ - $ 25,632
OPERATING EXPENSES
Research and development 2,351,307 - 2,351,307
General and administrative 2,510,141 - 2,510,141
Total operating expenses 4,861,448 - 4,861,448
Change in fair market value of derivatives (14,474,181 ) - (14,474,181 )
Interest income 6,773 - 6,773
Interest (expense) (4,550,115 ) - (4,550,115 )
Net loss from continuing operations (23,853,339 ) - (23,853,339 )
Net loss from discontinued operations (2,026,212 ) 2,026,212 -
Net loss $ (25,879,551 ) $ 2,026,212 $ (23,853,339 )
Basic and diluted per common shares
Net loss from continuing operations $ (0.51 ) - $ (0.51 )
Net loss from discontinued operations $ (0.04 ) - $ 0.00
Net loss $ (0.55 ) - $ (0.51 )
Weighted average shares outstanding - Basic
and diluted 46,930,788 - 46,930,788
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See notes to the pro forma condensed consolidated financial statements.
A. The pro forma condensed consolidated balance sheets are computed assuming the transactions were consummated on June 30, 2009, and include adjustments that give effect to events that are directly attributed to the Innercool transaction and are factually supportable regardless of whether they have a continuing impact or are nonrecurring.
B. Cash reflects the net proceeds is summarized as follows:
Sale Proceeds $ 11,250,000
Innercool Liabilities Not Assumed $ (87,598 )
Commission $ (141,750 )
Legal and Insurance Fees $ (160,000 )
Short term debt repayments $ (6,741,000 )
Interest payments $ (423,058 )
Subtotal $ 3,696,594
Escrowed Amount $ (1,125,000 )
Net Proceeds $ 2,571,594
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Does not include assumed liabilities of approximately $1.5 million.
Balance Sheet pro forma note:
Note 1 To reflect receipt of cash and payments made with proceeds
Increase Cash 2,571,594
Increase Restricted cash 1,125,000
Decrease Accrued Liabilities for liabilities paid and
not assumed by Philips (87,598 )
Decrease Accrued interest expense paid to note holders (423,058 )
Decrease Short-term debt for payment to note holders (6,741,000 )
Increase Stockholders equity from proceeds 10,948,250
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Note 2 Eliminates the effect of Innercool Therapies, Inc. on the consolidated
balance sheet as if the sale had taken place at June 30, 2009
Income Statement pro forma note:
Note 3 Eliminates the effect of Innercool Therapies, Inc. on the consolidated
statement of income as if the sale had taken place at the beginning of the
period presented.
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