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8-K - FORM 8-K - Oxford Immunotec Global PLCoxfd20190103_8k.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

Three months ended September 30, 2018

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 15,095     $ 2,924     $ 18,019  

Service

    955             955  

Total revenue

    16,050       2,924       18,974  

Cost of revenue:

                       

Product

    3,864       1,366       5,230  

Service

    709       (171 )     538  

Total cost of revenue

    4,573       1,195       5,768  

Gross profit

    11,477       1,729       13,206  

Operating expenses:

                       

Research and development

    1,754             1,754  

Sales and marketing

    6,432             6,432  

General and administrative

    8,132             8,132  

Settlement expense

    212             212  

Total operating expenses

    16,530             16,530  

Operating loss from continuing operations

    (5,053 )     1,729       (3,324 )

Other income (expense):

                       

Interest expense, net

    (673 )           (673 )

Foreign exchange losses

    (52 )           (52 )

Other income

    5             5  

Loss from continuing operations before income taxes

    (5,773 )     1,729       (4,044 )

Income tax expense from continuing operations

    (485 )           (485 )

Loss from continuing operations

    (6,258 )     1,729       (4,529 )

Discontinued operations:

                       

Income from discontinued operations before income taxes

    2,774       (2,774 )      

Income tax expense

                 

Income from discontinued operations

    2,774       (2,774 )      

Net loss

  $ (3,484 )   $ (1,045 )   $ (4,529 )

Net loss from continuing operations per ordinary share—basic and diluted

  $ (0.24 )   $ 0.07     $ (0.17 )

Net income from discontinued operations per ordinary share—basic and diluted

  $ 0.11     $ (0.11 )   $  

Net loss per ordinary share—basic and diluted

  $ (0.13 )   $ (0.04 )   $ (0.17 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    26,033,550       26,033,550       26,033,550  

 

(a)

Amounts are as originally reported in Form 10-Q 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 $100,000 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 $100,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

2

 

 

 Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended June 30, 2018

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 11,721     $ 4,387     $ 16,108  

Service

    17,597       (15,934 )     1,663  

Total revenue

    29,318       (11,547 )     17,771  

Cost of revenue:

                       

Product

    3,477       1,301       4,778  

Service

    9,229       (8,167 )     1,062  

Total cost of revenue

    12,706       (6,866 )     5,840  

Gross profit

    16,612       (4,681 )     11,931  

Operating expenses:

                       

Research and development

    3,385       (1,534 )     1,851  

Sales and marketing

    9,308       (2,235 )     7,073  

General and administrative

    7,116       (1,458 )     5,658  

Settlement expense

    1,560             1,560  

Total operating expenses

    21,369       (5,227 )     16,142  

Loss from operations

    (4,757 )     546       (4,211 )

Other expense:

                       

Interest expense, net

    (733 )           (733 )

Foreign exchange losses

    (151 )           (151 )

Other expense

    (196 )           (196 )

Loss before income taxes

    (5,837 )     546       (5,291 )

Income tax expense

    (634 )           (634 )

Net loss

  $ (6,471 )   $ 546     $ (5,925 )

Net loss per ordinary share—basic and diluted

  $ (0.25 )   $ 0.02     $ (0.23 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    25,845,124       25,845,124       25,845,124  

 

(a)

Amounts are as originally reported in Form 10-Q. Amounts include blood donor screening revenue of about $800,000 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.

(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 $800,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

  

3

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended March 31, 2018

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 7,935     $ 3,726     $ 11,661  

Service

    13,435       (11,885 )     1,550  

Total revenue

    21,370       (8,159 )     13,211  

Cost of revenue:

                       

Product

    2,574       1,287       3,861  

Service

    8,016       (6,909 )     1,107  

Total cost of revenue

    10,590       (5,622 )     4,968  

Gross profit

    10,780       (2,537 )     8,243  

Operating expenses:

                       

Research and development

    3,744       (1,378 )     2,366  

Sales and marketing

    9,405       (2,254 )     7,151  

General and administrative

    6,928       (1,368 )     5,560  

Settlement expense

    207             207  

Total operating expenses

    20,284       (5,000 )     15,284  

Loss from operations

    (9,504 )     2,463       (7,041 )

Other expense:

                       

Interest expense, net

    (604 )           (604 )

Foreign exchange losses

    (103 )           (103 )

Other expense

    (52 )           (52 )

Loss before income taxes

    (10,263 )     2,463       (7,800 )

Income tax expense

    (63 )           (63 )

Net loss

  $ (10,326 )   $ 2,463     $ (7,863 )

Net loss per ordinary share—basic and diluted

  $ (0.40 )   $ 0.10     $ (0.31 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    25,718,910       25,718,910       25,718,910  

 

(a)

Amounts are as originally reported in Form 10-Q. Amounts include blood donor screening revenue of about $800,000 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.

(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 $800,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

4

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Year ended December 31, 2017

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 40,522     $ 14,875     $ 55,397  

Service

    62,558       (56,724 )     5,834  

Total revenue

    103,080       (41,849 )     61,231  

Cost of revenue:

                       

Product

    13,794       5,134       18,928  

Service

    32,937       (28,331 )     4,606  

Total cost of revenue

    46,731       (23,197 )     23,534  

Gross profit

    56,349       (18,652 )     37,697  

Operating expenses:

                       

Research and development

    16,701       (5,866 )     10,835  

Sales and marketing

    38,016       (8,963 )     29,053  

General and administrative

    30,366       (4,916 )     25,450  

Change in fair value of contingent purchase price consideration

    (3,475 )           (3,475 )

Intangible assets impairment charges

    18,300             18,300  

Settlement expense

    10,028             10,028  

Total operating expenses

    109,936       (19,745 )     90,191  

Loss from operations

    (53,587 )     1,093       (52,494 )

Other income (expense):

                       

Interest expense, net

    (3,105 )           (3,105 )

Foreign exchange losses

    (1,850 )           (1,850 )

Other expense

    (209 )           (209 )

Litigation settlement income

    27,500             27,500  

Loss before income taxes

    (31,251 )     1,093       (30,158 )

Income tax expense

    (1,634 )           (1,634 )

Net loss

  $ (32,885 )   $ 1,093     $ (31,792 )

Net loss per ordinary share—basic and diluted

  $ (1.38 )   $ 0.05     $ (1.34 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    23,757,902       23,757,902       23,757,902  

 

(a)

Amounts are as originally reported in Form 10-K. Amounts include blood donor screening revenue of about $3.7 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.

(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 $3.7 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

5

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended September 30, 2017

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 12,000     $ 4,047     $ 16,047  

Service

    18,429       (16,836 )     1,593  

Total revenue

    30,429       (12,789 )     17,640  

Cost of revenue:

                       

Product

    4,027       1,365       5,392  

Service

    9,141       (7,928 )     1,213  

Total cost of revenue

    13,168       (6,563 )     6,605  

Gross profit

    17,261       (6,226 )     11,035  

Operating expenses:

                       

Research and development

    4,467       (1,535 )     2,932  

Sales and marketing

    9,493       (2,239 )     7,254  

General and administrative

    8,141       (1,072 )     7,069  

Change in fair value of contingent purchase price consideration

    (880 )           (880 )

Intangible assets impairment charge

    11,064             11,064  

Settlement expense

    196             196  

Total operating expenses

    32,481       (4,846 )     27,635  

Loss from operations

    (15,220 )     (1,380 )     (16,600 )

Other expense:

                       

Interest expense, net

    (781 )           (781 )

Foreign exchange losses

    (624 )           (624 )

Loss before income taxes

    (16,625 )     (1,380 )     (18,005 )

Income tax expense

    (222 )           (222 )

Net loss

  $ (16,847 )   $ (1,380 )   $ (18,227 )

Net loss per ordinary share—basic and diluted

  $ (0.70 )   $ (0.06 )   $ (0.76 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    24,123,574       24,123,574       24,123,574  

 

(a)

Amounts are as originally reported in Form 10-Q. Amounts include blood donor screening revenue of about $900,000 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.

(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 $900,000 and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

6

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended June 30, 2017

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 10,422     $ 3,784     $ 14,206  

Service

    15,698       (14,265 )     1,433  

Total revenue

    26,120       (10,481 )     15,639  

Cost of revenue:

                       

Product

    4,094       1,490       5,584  

Service

    8,398       (7,226 )     1,172  

Total cost of revenue

    12,492       (5,736 )     6,756  

Gross profit

    13,628       (4,745 )     8,883  

Operating expenses:

                       

Research and development

    3,948       (1,389 )     2,559  

Sales and marketing

    10,041       (2,379 )     7,662  

General and administrative

    7,990       (1,350 )     6,640  

Change in fair value of contingent purchase price consideration

    (238 )           (238 )

Settlement expense

    9,635             9,635  

Total operating expenses

    31,376       (5,118 )     26,258  

Loss from operations

    (17,748 )     373       (17,375 )

Other expense:

                       

Interest expense, net

    (807 )           (807 )

Foreign exchange losses

    (547 )           (547 )

Other expense

    (122 )           (122 )

Loss before income taxes

    (19,224 )     373       (18,851 )

Income tax benefit

    2,458             2,458  

Net loss

  $ (16,766 )   $ 373     $ (16,393 )

Net loss per ordinary share—basic and diluted

  $ (0.74 )   $ 0.02     $ (0.72 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    22,805,379       22,805,379       22,805,379  

 

(a)

Amounts are as originally reported in Form 10-Q. Amounts include blood donor screening revenue of about $1.0 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.

(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 $1.0 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

7

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Three months ended March 31, 2017

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 8,386     $ 3,320     $ 11,706  

Service

    13,119       (11,724 )     1,395  

Total revenue

    21,505       (8,404 )     13,101  

Cost of revenue:

                       

Product

    3,245       1,278       4,523  

Service

    7,252       (6,165 )     1,087  

Total cost of revenue

    10,497       (4,887 )     5,610  

Gross profit

    11,008       (3,517 )     7,491  

Operating expenses:

                       

Research and development

    3,805       (1,203 )     2,602  

Sales and marketing

    9,640       (2,381 )     7,259  

General and administrative

    6,876       (1,131 )     5,745  

Change in fair value of contingent purchase price consideration

    (2,357 )           (2,357 )

Total operating expenses

    17,964       (4,715 )     13,249  

Loss from operations

    (6,956 )     1,198       (5,758 )

Other expense:

                       

Interest expense, net

    (823 )           (823 )

Foreign exchange losses

    (106 )           (106 )

Other expense

    (140 )           (140 )

Loss before income taxes

    (8,025 )     1,198       (6,827 )

Income tax expense

    (47 )           (47 )

Net loss

  $ (8,072 )   $ 1,198     $ (6,874 )

Net loss per ordinary share—basic and diluted

  $ (0.36 )   $ 0.05     $ (0.31 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    22,533,531       22,533,531       22,533,531  

 

(a)

Amounts are as originally reported in Form 10-Q. Amounts include blood donor screening revenue of about $1.0 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.

(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 $1.0 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

8

 

 

Oxford Immunotec Global PLC

Unaudited pro forma condensed combined statement of operations

Year ended December 31, 2016

 

(in thousands, except share and per share data)

 

As Reported (a)

   

Adjustments (b)

   

Pro Forma (c)

 

Revenue:

                       

Product

  $ 36,430     $ 13,655     $ 50,085  

Service

    49,648       (45,730 )     3,918  

Total revenue

    86,078       (32,075 )     54,003  

Cost of revenue:

                       

Product

    13,956       5,082       19,038  

Service

    25,516       (22,832 )     2,684  

Total cost of revenue

    39,472       (17,750 )     21,722  

Gross profit

    46,606       (14,325 )     32,281  

Operating expenses:

                       

Research and development

    13,881       (4,511 )     9,370  

Sales and marketing

    34,964       (8,106 )     26,858  

General and administrative

    23,181       (4,145 )     19,036  

Change in fair value of contingent purchase price consideration

    (1,208 )           (1,208 )

Intangible assets impairment charges

    1,765             1,765  

Total operating expenses

    72,583       (16,762 )     55,821  

Loss from operations

    (25,977 )     2,437       (23,540 )

Other income (expense):

                     

Interest expense, net

    (864 )           (864 )

Foreign exchange gains

    1,364             1,364  

Other expense

    (646 )           (646 )

Loss before income taxes

    (26,123 )     2,437       (23,686 )

Income tax benefit

    3,774             3,774  

Net loss

  $ (22,349 )   $ 2,437     $ (19,912 )

Net loss per ordinary share—basic and diluted

  $ (1.00 )   $ 0.11     $ (0.89 )

Weighted-average shares used to compute net loss per ordinary share—basic and diluted

    22,353,713       22,353,713       22,353,713  

 

(a)

Amounts are as originally reported in Form 10-K. Amounts include blood donor screening revenue of about $1.5 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.

(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 $1.5 million and related cost of revenue, despite the Company’s decision to exit this business upon the closing of the Transaction.

 

9