TPTX » Topics » 3. Pro Forma and Purchase Accounting Adjustments

This excerpt taken from the TPTX 8-K filed Nov 3, 2009.

3. Pro Forma and Purchase Accounting Adjustments

 

The unaudited pro forma condensed combined financial statements include pro forma and purchase accounting adjustments to give effect the closing balance sheet of TorreyPines as of September 29, 2009 and to the value of the merger transaction.

 

The unaudited pro forma condensed combined financial statements do not include any adjustments for income taxes because the combined company is anticipated to incur taxable losses for the foreseeable future.

 

 

The pro forma and purchase accounting adjustments are as follows:

 

(A)          To reflect the cash transactions of TorreyPines which occurred subsequent to its quarter ended June 30, 2009 and prior to the closing of the merger on September 29, 2009.

 

(B)          To record the fair value of the assets acquired based on the estimated fair value of the purchase consideration as referred to in Note 2 above.

 

(C)          To set up the common stock account to reflect the combined company. This includes 941,121 shares of existing TorreyPines post-reverse split common stock at par value of $0.001 plus the common stock of Rap Pharma on a post-merger basis totaling 17,857,555 for a total pro forma outstanding common stock of the combined company as of August 31, 2009 of 18,798,676.

 

 

(D)

To eliminate TorreyPines historical accumulated deficit.

 

 

                

 

 

 

 

 

This excerpt taken from the TPTX 8-K filed Dec 13, 2006.

3.             Pro Forma and Purchase Accounting Adjustments

The unaudited pro forma condensed combined financial statements include pro forma adjustments to give effect to certain significant capital transactions of TPTX, Inc. occurring as a direct result of the proposed merger and the acquisition, under which TPTX, Inc. is deemed to be the acquiring company for accounting purposes.  The Axonyx historical financials statements for the nine months ended September 30, 2006 include accruals for contractual compensation liabilities owed to certain Axonyx key employees, in accordance with Emerging Issues Task Force, or EITF, Issue No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination.

The unaudited pro forma condensed combined financial statements do not include any adjustments for income taxes because the combined company is anticipated to incur taxable losses for the foreseeable future.

The pro forma adjustments are as follows:

(A)

To eliminate Axonyx historical stockholders’ equity accounts.

(B)

To reflect the reclassification of TPTX, Inc.’s historical common stock and redeemable convertible preferred stock accounts as additional paid-in capital prior to setting up the common stock account to reflect the combined company.

(C)

To set up the common stock account to reflect the combined company. This includes 6,710,090 shares of existing Axonyx common stock at par value of $0.001 plus the conversion of all outstanding shares of TPTX, Inc.’s preferred stock and common stock into 8,960,742 shares Axonyx common stock at par value of $0.001.

(D)

To reflect the estimated preliminary purchase price based on the estimated fair value of Axonyx common stock, stock options and stock warrants outstanding and TPTX, Inc.’s total estimated merger-related fees at the close of the merger as referred to in Note 2 above totaling $57,716,000.  Note that as of September 30, 2006, the estimated remaining merger-related fees to be incurred by TPTX, Inc. equals $181,000.

(E)

To record the estimated fair value of in-process research and development acquired in the merger. Because the in-process research and development charge is directly attributable to the merger and will not have a continuing impact, it is not reflected in the pro forma statement of operations. However, this item will be recorded as an expense immediately following the completion of the merger.

(F)

 To reflect the estimated fair value of the Investment in Oxis acquired in the merger based upon closing market price on September 30, 2006.

(G)

To eliminate the dividends and accretion to redemption value of redeemable convertible preferred stock.

8



EXCERPTS ON THIS PAGE:

8-K
Nov 3, 2009
8-K
Dec 13, 2006
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki