Full Press Release Details
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF IBIO, INC. (UNAUDITED)
On September 15, 2023, iBio CDMO LLC, a wholly owned subsidiary of iBio, Inc, entered into a Purchase and Sale Agreement (the "Agreement") with Majestic Realty Co. ("Majestic") for the sale of its cGMP biologics manufacturing facility located in Bryan, TX (the "CDMO Facility"). The sale of the CDMO Facility will complete the divestiture of iBio's contract development and manufacturing business in Texas, paving the way for the Company's continued advancement of its AI drug discovery platform and immunotherapy pipeline out of its research and development center in California.
Under the terms of the Agreement, Majestic will purchase the approximately 130,000-square-foot CDMO Facility for $17,250,000. The net sales proceeds of the sale after paying all outstanding amounts on the Term Note with Woodforest National Bank ("Woodforest") are expected to provide important non-dilutive funding to the Company.
The following Unaudited Pro Forma Consolidated Financial Statements have been prepared to comply with Article 11 of Regulation S-X, as promulgated under the Securities Act of 1933, as amended ("Regulation S-X"). The Unaudited Pro Forma Consolidated Balance Sheet at March 31, 2023, reflects the financial position of the Company as if the CDMO Facility sale occurred on March 31, 2023. The Unaudited Pro Forma Consolidated Statements of Income for the nine months ended March 31, 2023, and for the year ended June 30, 2022, present the Company's results of operations as if the sale of the CDMO Facility was completed on July 1, 2022 and July 1, 2021, respectively. These Unaudited Pro Forma Consolidated Financial Statements should be read in conjunction with the accompanying notes to the unaudited pro forma financial statements the Consolidated Financial Statements of the Company and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" presented in the Company's Quarterly Report on Form 10-Q for the nine months ended March 31, 2023, filed with the SEC on May 15, 2023 and the Company's Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on October, 11, 2022.
The Unaudited Pro Forma Consolidated Financial Statements are not necessarily indicative of what the Company's actual financial position or operating results would have been had the sale of the CDMO Facility occurred as of the dates indicated, nor are they indicative of future operating results of the Company. In the Company's opinion, all adjustments necessary to reflect the effect of the sale of the CDMO Facility have been made.
Unaudited Pro Forma Consolidated Balance Sheet of iBio, Inc and Subsidiaries
As of March 31, 2023
(in thousands, except per share amounts)
| Sale of | |||||||||
| iBio Historical (A) | CDMO Facility | Pro Forma | |||||||
| Assets | |||||||||
| Current assets: | |||||||||
| Cash | $ | 6,562 | $ | 5,011 | (B) | $ | 11,573 | ||
| Accounts receivable - trade | 70 | - | 70 | ||||||
| Subscription receivable | 260 | - | 260 | ||||||
| Convertible promissory note receivable and accrued interest | 912 | - | 912 | ||||||
| Prepaid expenses and other current assets | 921 | - | 921 | ||||||
| Current assets held for sale | 18,368 | (18,368) | (C) | - | |||||
| Total current assets | 27,093 | (13,357) | 13,736 | ||||||
| Restricted cash | 3,253 | (3,000) | (D) | 253 | |||||
| Convertible promissory note receivable and accrued interest | 775 | - | 775 | ||||||
| Finance lease right-of-use assets, net of accumulated amortization | 678 | - | 678 | ||||||
| Operating lease right-of-use asset | 2,786 | - | 2,786 | ||||||
| Fixed assets, net of accumulated depreciation | 4,358 | - | 4,358 | ||||||
| Intangible assets, net of accumulated amortization | 5,393 | - | 5,393 | ||||||
| Security deposits | 50 | (24) | (E) | 26 | |||||
| Total Assets | $ | 44,386 | $ | (16,381) | $ | 28,005 | |||
| Liabilities and Stockholders' Equity | |||||||||
| Current liabilities: | |||||||||
| Accounts payable | $ | 2,013 | $ | - | $ | 2,013 | |||
| Accrued expenses | 3,821 | (285) | (F) | 3,536 | |||||
| Finance lease obligation - current portion | 265 | - | 265 | ||||||
| Operating lease obligation - current portion | 377 | - | 377 | ||||||
| Equipment financing - current portion | 156 | - | 156 | ||||||
| Term note payable - ST - net of deferred financing costs | 13,700 | (13,700) | (G) | - | |||||
| Current liabilities related to assets held for sale | 1,944 | (1,944) | (H) | - | |||||
| Total Current Liabilities | 22,276 | (15,929) | 6,347 | ||||||
| Finance lease obligation - net of current portion | 422 | - | 422 | ||||||
| Operating lease obligation - net of current portion | 3,225 | - | 3,225 | ||||||
| Equipment financing - net of current portion | 283 | - | 283 | ||||||
| Accrued expenses - noncurrent | 791 | - | 791 | ||||||
| Total Liabilities | 26,997 | (15,929) | 11,068 | ||||||
| Equity | |||||||||
| Series 2022 Convertible Preferred Stock - $0.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2023 | - | - | - | ||||||
| Common Stock - $0.001 par value; 275,000,000 shares authorized at March 31, 2023; 15,818,149 shares issued and outstanding as of March 31, 2023 | 16 | - | 16 | ||||||
| Additional paid-in capital | 300,280 | 300,280 | |||||||
| Accumulated deficit | (282,907) | (452) | (I) | (283,359) | |||||
| Total Equity | 17,389 | (452) | 16,937 | ||||||
| Total Liabilities and Equity | $ | 44,386 | $ | (16,381) | $ | 28,005 |
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
iBio, Inc and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Income For the Nine Months Ended March 31, 2023
(in thousands, except per share amounts)
| Sale of | |||||||||
| iBio Historical (A) | CDMO Facility | Pro Forma | |||||||
| Revenues | $ | - | $ | - | $ | - | |||
| Operating expenses: | |||||||||
| Research and development | 7,971 | - | 7,971 | ||||||
| General and administrative | 16,407 | - | 16,407 | ||||||
| Total operating expenses | 24,378 | - | 24,378 | ||||||
| Operating loss | (24,378) | - | (24,378) | ||||||
| Other income (expense): | |||||||||
| Interest expense | (66) | - | (66) | ||||||
| Interest income | 163 | - | 163 | ||||||
| Loss on sale of debt securities | (98) | - | (98) | ||||||
| Total other (expense) | (1) | - | (1) | ||||||
| Net loss available to iBio, Inc. stockholders from continuing operations | (24,379) | - | (24,379) | ||||||
| Loss from discontinued operations | (34,598) | 20,432 | (B) | (14,166) | |||||
| Net loss available to iBio, Inc. stockholders | $ | (58,977) | $ | 20,432 | $ | (38,545) | |||
| Comprehensive loss: | |||||||||
| Consolidated net loss | $ | (58,977) | $ | 20,432 | $ | (38,545) | |||
| Other comprehensive income (loss) - unrealized gain (loss) on debt securities | 180 | - | 180 | ||||||
| Other comprehensive income - foreign currency adjustment | 33 | - | 33 | ||||||
| Comprehensive loss | $ | (58,764) | $ | 20,432 | $ | (38,332) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - continuing operations | $ | (2.30) | $ | - | $ | (2.30) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - discontinued operations | $ | (3.27) | $ | 1.93 | $ | (1.34) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - total | $ | (5.57) | $ | 1.93 | $ | (3.64) | |||
| Weighted-average common shares outstanding - basic and diluted | 10,592 | 10,592 | 10,592 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE-MONTHS ENDED MARCH 31, 2023
| Sale of | |||||||||
| CDMO Historical | CDMO Facility | Pro Forma | |||||||
| Revenues | $ | 391 | $ | - | $ | 391 | |||
| Cost of goods sold | 52 | - | 52 | ||||||
| Gross profit | 339 | - | 339 | ||||||
| Operating expenses: | |||||||||
| Research and development | 6,361 | - | 6,361 | ||||||
| General and administrative | 6,165 | (2,226) | (C) | 3,939 | |||||
| Fixed asset impairments | 17,600 | (17,600) | (D) | - | |||||
| Gain on sale of fixed assets | (732) | - | (732) | ||||||
| Inventory reserve | 4,933 | - | 4,933 | ||||||
| Total operating expenses | 34,327 | (19,826) | 14,501 | ||||||
| Other income (expenses): | |||||||||
| Interest expense - term note payable | (606) | 606 | (E) | - | |||||
| Other | (4) | - | (4) | ||||||
| Total other income (expenses) | (610) | 606 | (4) | ||||||
| Loss from discontinued operations | $ | (34,598) | $ | 20,432 | $ | (14,166) |
iBio, Inc and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Income For the Year Ended June 30, 2022
(in thousands, except per share amounts)
| Sale of | |||||||||
| iBio Historical (A) | CDMO Facility | Pro Forma | |||||||
| Revenues | $ | 1,884 | $ | - | $ | 1,884 | |||
| Operating expenses: | |||||||||
| Research and development | 9,827 | - | 9,827 | ||||||
| General and administrative | 21,754 | - | 21,754 | ||||||
| Total operating expenses | 31,581 | - | 31,581 | ||||||
| Operating loss | (29,697) | - | (29,697) | ||||||
| Other income: | |||||||||
| Interest income | 177 | - | 177 | ||||||
| Royalty income | 7 | - | 7 | ||||||
| Total other income | 184 | - | 184 | ||||||
| Consolidated net loss from continuing operations | (29,513) | - | (29,513) | ||||||
| Net income attributable to noncontrolling interest | 1 | - | 1 | ||||||
| Net loss attributable to iBio, Inc. from continuing operations | (29,512) | - | (29,512) | ||||||
| Preferred stock dividends - iBio CDMO Tracking Stock | (88) | - | (88) | ||||||
| Net loss available to iBio, Inc. stockholders from continuing operations | (29,600) | - | (29,600) | ||||||
| Loss from discontinued operations | (20,791) | 5,687 | (B) | (15,104) | |||||
| Net loss available to iBio, Inc. stockholders | $ | (50,391) | $ | 5,687 | $ | (44,704) | |||
| Comprehensive loss: | |||||||||
| Consolidated net loss | $ | (50,304) | $ | 5,687 | $ | (44,704) | |||
| Other comprehensive income (loss) - unrealized gain (loss) on debt securities | (150) | - | (150) | ||||||
| Comprehensive loss | $ | (50,454) | $ | 5,687 | $ | (44,854) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - continuing operations | $ | (3.39) | $ | - | $ | (3.39) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - discontinued operations | $ | (2.38) | $ | 0.65 | $ | (1.73) | |||
| Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - total | $ | (5.78) | $ | 0.65 | $ | (5.13) | |||
| Weighted-average common shares outstanding - basic and diluted | 8,721 | 8,721 | 8,721 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED JUNE 30, 2022
| Sale of | |||||||||
| CDMO Historical | CDMO Facility | Pro Forma | |||||||
| Revenues | $ | 499 | $ | - | $ | 499 | |||
| Cost of goods sold | 216 | - | 216 | ||||||
| Gross profit | 283 | - | 283 | ||||||
| Operating expenses: | |||||||||
| Research and development | 7,902 | - | 7,902 | ||||||
| General and administrative | 12,373 | (4,275) | (C) | 8,098 | |||||
| Total operating expenses | 20,275 | (4,275) | 16,000 | ||||||
| Other income (expenses): | |||||||||
| Interest expense - term note payable | (602) | 602 | (D) | - | |||||
| Interest expense - related party | (810) | 810 | (E) | - | |||||
| Forgiveness of note payable and accrued interest - SBA loan | 607 | - | 607 | ||||||
| Other | 6 | - | 6 | ||||||
| Total other income (expenses) | (799) | 1,412 | 613 | ||||||
| Loss from discontinued operations | $ | (20,791) | $ | 5,687 | $ | (15,104) |