On July 15, 2014 (the “Closing Date”), iCAD, Inc., a Delaware Corporation (“Registrant”), entered into an Asset Purchase Agreement (the “Radion Purchase Agreement”) by and between the Registrant and Radion, Inc., a Delaware corporation (“Radion”)....
Exhibit 99.4
On July 15, 2014 (the “Closing Date”), iCAD, Inc., a Delaware Corporation (“Registrant”), entered into an Asset Purchase Agreement (the “Radion Purchase Agreement”) by and between the Registrant and Radion, Inc., a Delaware corporation (“Radion”). Also on the Closing Date, Registrant entered into an Asset Purchase Agreement (the “DermEbx Purchase Agreement” and, together with the Radion Purchase Agreement, the “Purchase Agreements”) by and among the Registrant, Radion Capital Partners, LLC, a California limited liability company (“RCP”) and DermEbx, a series of RCP (“DermEbx” and, together with Radion, the “Sellers”).
Pursuant to the terms of the DermEbx Purchase Agreement, Registrant purchased substantially all of the assets of the DermEbx, including all of DermEbx’s intellectual property and customer contracts. As consideration for DermEbx’s assets, Registrant paid the following consideration: (i) $1,600,000 in cash (the “DermEbx Cash Consideration”) and (ii) the issuance to DermEbx of 600,000 restricted shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”) (the “DermEbx Equity Consideration”). Registrant held back $500,000 of the DermEbx Cash Consideration for the purposes of a purchase price adjustment based on the working capital of DermEbx, which adjustment will be made 120 days after the Closing Date. Additionally, Registrant delivered 90,000 shares of the Equity Consideration (the “DermEbx Escrow Shares”) to US Bank, N.A., as escrow agent, to be held in escrow for a period of eighteen (18) months pursuant to the terms of an escrow agreement. The DermEbx Escrow Shares will act as the source of payment for the indemnification of Registrant by DermEbx under the DermEbx Purchase Agreement.
Pursuant to the terms of the Radion Purchase Agreement, Registrant purchased substantially all of the assets of Radion, including all of Radion’s intellectual property and customer contracts. As consideration for Radion’s assets, Registrant paid the following consideration: (i) $2,200,000 in cash and (ii) the issuance to Radion of 600,000 restricted shares of the Registrant’s Common Stock (the “Radion Equity Consideration” and, together with the DermEbx Equity Consideration, the “Equity Consideration”). Registrant delivered 90,000 shares of the Radion Equity Consideration (the “Radion Escrow Shares” and, together with the DermEbx Escrow Shares, the “Escrow Shares”) to US Bank, N.A., as escrow agent, to be held in escrow for a period of eighteen (18) months pursuant to the terms of an escrow agreement. The Radion Escrow Shares will act as a source of payment for the indemnification of Registrant by Radion under the Radion Purchase Agreement.
The following unaudited condensed consolidated pro forma financial information gives effect to the acquisition by the Registrant of Radion and DermEbx using the purchase method of accounting, as required by Accounting Standards Codification (“ASC”) 805, “Business Combinations.” Under this method of accounting, the Registrant allocated the purchase price to the fair value of assets acquired, including identified intangible assets and goodwill. The purchase price allocation is subject to revision when the Registrant obtains additional information regarding its purchased asset valuation. The unaudited pro forma consolidated balance sheet assumes the acquisition took place on June 30, 2014. The unaudited condensed consolidated pro forma statement of operations for the year ended December 31, 2013 and six months ended June 30, 2014, assume that the acquisition took place as of January 1, 2013. The financial information presented in the unaudited condensed financial statements is based on amounts and adjustments that the Registrant’s management believes to be factually supportable. The Sellers have made no attempt to included forward looking assumptions in such information. Certain reclassifications have been made to Radion and DermEbx’s historical presentation to conform to the Registrant’s presentation. These reclassifications do not materially impact the unaudited pro forma condensed consolidated pro forma statement of operations for the periods presented. The
unaudited pro forma adjustments, which are based upon available information and upon certain assumptions that the Sellers believes are reasonable, are described in the accompanying notes. The Registrant is providing the unaudited condensed consolidated pro forma financial information for informational purposes only. The Sellers and the Registrant may have performed differently had they been combined during the periods presented. You should not rely on the unaudited condensed consolidated pro forma financial information as being indicative of the historical results that would have been achieved had the Sellers and the Registrant actually been combined during the periods presented or the future results that the combined companies will experience. The unaudited condensed consolidated pro forma statements of operations do not give effect to any cost savings or operating synergies expected to result from the acquisitions or the costs to achieve such cost savings or operating synergies.
iCAD, INC. AND SUBSIDIARY
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2014
(In thousands, except for share data)
| Historical | ||||||||||||||||
| iCAD, Inc | Radion, Inc and affiliate | Pro Forma Adjustments |
Pro Forma Total | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: |
||||||||||||||||
| Cash and cash equivalents |
$ | 34,851 | 1,407 | (3,800 | )(a) | $ | 31,051 | |||||||||
| (1,407 | )(b) | |||||||||||||||
| Accounts receivable, net |
9,631 | 1,894 | (1,538 | )(c) | 9,987 | |||||||||||
| Inventory, net |
1,868 | — | — | 1,868 | ||||||||||||
| Prepaid expenses and other current assets |
444 | 269 | (269 | )(a) | 444 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current assets |
46,794 | 3,570 | (7,014 | ) | 43,350 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Property and equipment, net |
1,703 | 4,156 | — | 5,859 | ||||||||||||
| Other assets |
177 | 13 | (13 | )(b) | 177 | |||||||||||
| Intangible assets, net |
12,971 | — | 5,980 | (d) | 18,951 | |||||||||||
| Goodwill |
21,109 | — | 5,465 | (e) | 26,574 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 82,754 | 7,739 | 4,418 | $ | 94,911 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||
| Current liabilities: |
||||||||||||||||
| Accounts payable |
$ | 2,031 | 2,215 | (1,538 | )(c) | $ | 2,708 | |||||||||
| Accrued and other expenses |
4,248 | 1,481 | (1,481 | )(b) | 4,395 | |||||||||||
| 147 | (f) | |||||||||||||||
| Interest payable |
216 | — | — | 216 | ||||||||||||
| Notes and lease payable - current portion |
3,884 | 773 | — | 4,657 | ||||||||||||
| Due to affiliates and related parties |
— | 704 | (704 | )(b) | — | |||||||||||
| Deferred revenue |
8,581 | 801 | (446 | )(g) | 8,936 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current liabilities |
18,960 | 6,142 | (4,190 | ) | 20,912 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Deferred revenue, long-term portion |
1,253 | 171 | (47 | )(g) | 1,377 | |||||||||||
| Other long-term liabilities |
705 | 75 | (75 | )(b) | 705 | |||||||||||
| Capital lease - long-term portion |
164 | 1,525 | — | 1,689 | ||||||||||||
| Notes payable - long-term portion |
8,747 | — | — | 8,747 | ||||||||||||
| Tax liability - uncertain tax positions |
1,951 | (1,951 | )(g) | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
29,829 | 9,690 | (6,095 | ) | 33,430 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Commitments and Contingencies |
||||||||||||||||
| Stockholders’ equity (deficit): |
52,925 | (1,957 | ) | 174 | (h) | 61,481 | ||||||||||
| 8,556 | (a) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities and stockholders’ equity (deficit) |
$ | 82,754 | 7,739 | 4,418 | $ | 94,911 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Unaudited Condensed Consolidated Pro Forma Statement of Operations
Year ended December 31, 2013
(In thousands, except for per share data)
| Historical | ||||||||||||||||
| Radion, Inc and | Pro Forma | Pro Forma Total | ||||||||||||||
| iCAD, Inc | affiliate | Adjustments | (unaudited) | |||||||||||||
| Revenue |
$ | 33,067 | 5,764 | (3,192 | )(i) | 35,639 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue |
33,067 | 5,764 | (3,192 | ) | 35,639 | |||||||||||
| Cost of revenue |
9,982 | 2,951 | (965 | )(j) | 12,080 | |||||||||||
| 112 | (k) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total cost of revenue |
9,982 | 2,951 | (853 | ) | 12,080 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
23,085 | 2,813 | (2,339 | ) | 23,559 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses: |
||||||||||||||||
| Engineering and product development |
7,694 | 661 | 8,355 | |||||||||||||
| Marketing and sales |
10,427 | 171 | 10,598 | |||||||||||||
| General and administrative |
6,740 | 3,394 | 872 | (k) | 10,118 | |||||||||||
| (888 | )(l) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
24,861 | 4,226 | (16 | ) | 29,071 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(1,776 | ) | (1,413 | ) | (2,322 | ) | (5,511 | ) | ||||||||
| Loss from change in fair value of warrant |
(2,448 | ) | — | — | (2,448 | ) | ||||||||||
| Interest expense |
(3,277 | ) | (134 | ) | — | (3,411 | ) | |||||||||
| Other income |
19 | 4 | (4 | )(m) | 11 | |||||||||||
| (8 | )(n) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other income (expense), net |
(5,706 | ) | (130 | ) | (12 | ) | (5,848 | ) | ||||||||
| Loss before income tax expense |
(7,482 | ) | (1,543 | ) | (2,334 | ) | (11,359 | ) | ||||||||
| Income tax expense |
(126 | ) | (168 | ) | 168 | (126 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss and comprehensive loss |
$ | (7,608 | ) | (1,711 | ) | (2,166 | ) | (11,485 | ) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per share: |
||||||||||||||||
| Basic and diluted |
$ | (0.70 | ) | (0.95 | ) | |||||||||||
|
|
|
|
|
|||||||||||||
| Weighted average number of shares used in computing loss per share: |
||||||||||||||||
| Basic and diluted |
10,842 | 1,200 | (o) | 12,042 | ||||||||||||
|
|
|
|
|
|||||||||||||
Unaudited Condensed Consolidated Pro Forma Statement of Operations
for the six months ended June 30, 2014
(In thousands, except for per share data)
| Historical | ||||||||||||||||
| Radion, Inc and | Pro Forma | Pro Forma Total | ||||||||||||||
| iCAD, Inc | affiliate | Adjustments | (unaudited) | |||||||||||||
| Revenue |
$ | 18,187 | 6,301 | (2,080 | )(i) | 22,408 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue |
18,187 | 6,301 | 22,408 | |||||||||||||
| Cost of revenue |
5,423 | 1,796 | (710 | )(j) | 6,565 | |||||||||||
| 56 | (k) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total cost of revenue |
5,423 | 1,796 | (654 | ) | 6,565 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
12,764 | 4,505 | 654 | 15,843 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses: |
||||||||||||||||
| Engineering and product development |
4,197 | 563 | 4,760 | |||||||||||||
| Marketing and sales |
5,522 | 82 | 5,604 | |||||||||||||
| General and administrative |
3,671 | 2,009 | 436 | (k) | 4,794 | |||||||||||
| (1,118 | )(l) | |||||||||||||||
| (204 | )(p) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
13,390 | 2,654 | (886 | ) | 15,158 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gain (loss) from operations |
(626 | ) | 1,851 | 1,540 | 686 | |||||||||||
| Loss from extinguishment of debt |
(903 | ) | — | — | (903 | ) | ||||||||||
| Gain from change in fair value of warrant |
1,835 | — | — | 1,835 | ||||||||||||
| Interest expense |
(1,431 | ) | (152 | ) | (1,583 | ) | ||||||||||
| Other income |
16 | 85 | (85 | )(m) | 12 | |||||||||||
| (4 | )(n) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other expense, net |
(483 | ) | (67 | ) | (89 | ) | (639 | ) | ||||||||
| Loss before income tax expense |
(1,109 | ) | 1,784 | 1,452 | 47 | |||||||||||
| Income tax expense |
(78 | ) | (1,783 | ) | 1,783 | (q) | (78 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss and comprehensive loss |
$ | (1,187 | ) | 1,785 | 1,452 | (31 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per share: |
||||||||||||||||
| Basic and diluted |
$ | (0.09 | ) | (0.00 | ) | |||||||||||
|
|
|
|
|
|||||||||||||
| Weighted average number of shares used in computing loss per share: |
||||||||||||||||
| Basic and diluted |
12,759 | 1,200 | (o) | 13,959 | ||||||||||||
|
|
|
|
|
|||||||||||||
1. Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial information has been prepared based on the Registrant’s historical financial information and the historical financial information of Radion & Affiliate, giving effect to the acquisition and related adjustments described in these notes. Certain note disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by the SEC rules and regulations.
This unaudited pro forma condensed consolidated financial information is not necessarily indicative of the results of operations that would have been achieved had the acquisition actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.
The unaudited pro forma condensed consolidated financial information has been prepared on the basis of assumptions relating to the allocation of consideration paid for the acquired assets and liabilities of Sellers based on Sellers’ management’s best preliminary estimates. The actual allocation of the amount of the consideration may differ from that reflected in this unaudited pro forma condensed consolidated financial information after a third party valuation and other procedures have been completed.
Below are tables of the preliminary estimated purchase price allocation for Radion, Inc. and DermEbx (numbers in thousands):
| Fair value of the Registrant’s common stock issued |
$ | 8,556 | ||
| Cash consideration |
3,800 | |||
|
|
|
|||
| Total purchase price |
$ | 12,350 | ||
|
|
|
|||
| Estimated fair value of net tangible assets acquired |
$ | 2,163 | ||
| Assumed financial liabilities |
(2,909 | ) | ||
| Estimated fair value of identifiable intangible assets |
5,980 | |||
| Goodwill |
7,122 | |||
|
|
|
|||
| Total Acquisition Cost |
$ | 12,350 | ||
|
|
|
2. Pro Forma Adjustments
| a) | Adjustments reflect the components of the purchase consideration and related transaction costs which consist of cash consideration of $3.8 million and the Registrant’s common stock with a market value of $8.6 million. The value of the Registrant’s common stock was based upon a per share value of $7.13, the closing price of the Registrant’s common stock on the closing date. |
| b) | Represents adjustments to eliminate assets and liabilities not acquired in the transaction. |
| c) | Represents the adjustment to eliminate intercompany receivables acquired in connection with the transaction. Radion, Inc. and affiliate was a customer of the Registrant during the periods presented. |
| d) | Represents adjustments to increase the carrying values of identifiable intangible assets. |
| e) | To record the estimated residual value of goodwill acquired, estimated as the difference between the purchase price of and the estimated fair value of identifiable assets and liabilities. |
| f) | To record liabilities for paid time off acquired in the transaction. |
| g) | Represents the adjustment to eliminate intercompany deferred revenue in the historical financials of the Registrant in connection with the transaction. Radion and DermEbx were customers of the Registrant during the periods presented. |
| h) | Reflects the elimination of existing stockholders’ deficit of Radion and affiliate. |
| i) | Represents the adjustment to eliminate intercompany revenue in the historical financials of the Registrant in connection with the transaction. Radion, Inc. and DermEbx were customers of the Registrant during the periods presented. |
| j) | Represents the adjustment to eliminate intercompany cost of revenue in the historical financials the Registrant in connection with the transaction. Radion, Inc. and DermEbx were customers of the Registrant during the periods presented. |
| k) | Represents amortization of increase in value of acquired identifiable intangible assets of Radion and DermEbx based upon estimated weighted average life of six years. |
| l) | Represents the elimination of management fees reported in Radion’s and DermEbx’ historical consolidated financial statements, which were not acquired. |
| m) | Represents the elimination of income from non-operating activities of Radion’s and DermEbx’ historical financial statements, resulting from liabilities that were not assumed. |
| n) | Represents the elimination of interest income reflecting the use of $3.8 million of cash used for the acquisition, presented as if the cash had been used at the beginning of the period. |
| o) | Represents the increase in weighted average basic and diluted shares outstanding for the Registrant’s common stock issued in connection with the acquisition. Pro forma basic and diluted loss per share was calculated assuming that the 1.2 million shares of the Registrant’s common stock issued in connection with the acquisition were issued at the beginning of the period presented. |
| p) | Reflects the elimination of legal and professional fees associated with the acquisition. |
| q) | Represents the elimination of tax liabilities and expense for uncertain tax positions that were not acquired. |
