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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial information of Ultragenyx Pharmaceutical Inc. (the Company or Ultragenyx) and Dimension Therapeutics, Inc. (Dimension). Dimension's assets and liabilities at December 31, 2017 are reflected in Ultragenyx's consolidated balance sheet as of December 31, 2017 (which is available in Ultragenyx's Annual Report on Form 10-K for the year ended December 31, 2017). The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 are based on historical statements of operations of the Company and Dimension, after giving effect to the acquisition of Dimension as if it occurred on January 1, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017, combines Ultragenyx's historical consolidated statement of operations for the year ended December 31, 2017 which includes the results of operations of Dimension for the post-acquisition period from November 7, 2017 through December 31, 2017, with Dimension's historical consolidated statement of operations for the period from January 1, 2017 through November 7, 2017.
The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the acquisition and, with respect to the unaudited pro forma condensed combined statements of operations only, expected to have a continuing impact on the combined results.
The pro forma adjustments to Dimension's assets and liabilities and allocation of purchase price are based on Ultragenyx's management's estimates of the fair value of the assets acquired and liabilities assumed. Ultragenyx made estimates of fair value of the Dimension assets acquired and liabilities assumed using reasonable assumptions based on historical experience and information obtained from Dimension management.
The unaudited pro forma condensed combined financial information has been prepared by management in accordance SEC Regulation S-X Article 11. The pro forma information is being furnished solely for informational purposes. The unaudited pro forma condensed combined financial statements are based on estimates and assumptions, are presented for illustrative purposes only and are not necessarily indicative of the condensed combined financial position or results of operations in future periods or the results that actually would have been realized if the acquisition had been completed as of the dates indicated. The unaudited pro forma condensed combined financial information does not purport to project the future financial position or results of operations of the combined entity.
The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial information are described in the accompanying notes, which should be read together with the pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should be read together with the Company's historical financial statements, which are included in the Company's latest annual report on Form 10-K and Dimension's historical financial statements, which are incorporated by reference into the Company's current report on Form 8-K filed on November 7, 2017.
ULTRAGENYX PHARMACEUTICAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2017
(In thousands, except share and per share amounts)
| Historical | ||||||||||||||||
| Ultragenyx | Dimension January 1, 2017 through November 7, 2017 | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| Revenue | $ | 2,612 | $ | 14,291 | $ | 1,625 | 4(a) | $ | 18,528 | |||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | 1 | - | - | 1 | ||||||||||||
| Research and development | 231,644 | 48,145 | 11,083 | 4(b) | 290,872 | |||||||||||
| Selling, general and administrative | 99,909 | 16,844 | (13,521 | ) | 4(c)(d) | 103,232 | ||||||||||
| Total operating expenses | 331,554 | 64,989 | (2,438 | ) | 394,105 | |||||||||||
| Loss from operations | (328,942 | ) | (50,698 | ) | 4,063 | (375,577 | ) | |||||||||
| Interest income | 4,074 | (110 | ) | (2,168 | ) | 4(e) | 1,796 | |||||||||
| Other income (expense) | 6,530 | - | - | 6,530 | ||||||||||||
| Benefit from income taxes | 16,199 | - | - | 16,199 | ||||||||||||
| Net loss | $ | (302,139 | ) | $ | (50,808 | ) | $ | 1,895 | $ | (351,052 | ) | |||||
| Net loss per share, basic and diluted | $ | (7.12 | ) | 4(f) | $ | (8.27 | ) | |||||||||
| Shares used in computing net loss per share, basic and diluted | 42,453,135 | 4(f) | 42,453,135 |
See accompanying notes
1.Description of the Transaction
On October 2, 2017, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Dimension and Mystic River Merger Sub Inc., a wholly owned subsidiary of the Company, pursuant to which the Company acquired Dimension. In connection with the Merger Agreement, the Company, on behalf of Dimension, paid a $2.9 million termination fee to REGENXBIO Inc. (REGENXBIO), as a result of a previously existing merger agreement between REGENXBIO and Dimension.
Upon the closing of the Merger on November 7, 2017, the Company paid the aggregate consideration of $152.3 million, not including related transaction fees and expenses. In addition, the Company assumed the outstanding equity awards which were outstanding prior to the acquisition and issued options exercisable into the Company's common stock to Dimension option holders in exchange for outstanding Dimension options. The terms and conditions of the newly issued awards were the same as outstanding Dimension options, except for the number of shares that each option is exercisable into and the exercise price of each option as these were adjusted based on the applicable exchange ratio.
2. Basis of Presentation
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of the Company and Dimension.
The acquisition method of accounting is based on Accounting Standards Codification (ASC) Topic 805, Business Combinations, which uses the fair value concepts defined in ASC Topic 820, Fair Value. ASC Topic 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.
Under ASC Topic 805, acquisition-related transaction costs incurred by the Company (such as advisory, legal, valuation, and other professional fees) are not included as a component of consideration transferred.
As part of preparing the unaudited pro forma condensed combined financial statements, the Company conducted a review of the accounting policies of Dimension to determine if differences in accounting policies require adjustments or reclassification to conform to the Company's accounting policies and classifications. During the preparation of these unaudited pro forma condensed combined financial statements, the Company did not become aware of any material differences between accounting policies of the Company and Dimension except for accounting policies related to the Company's early adoption of the Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASC 606). Refer to the discussion in Note 4(a) for adjustments made to conform with the Company's accounting policy under ASC 606.
3. Purchase Price Allocation
The acquisition of Dimension is accounted for as a business acquisition using the acquisition method of accounting, whereby the assets acquired and liabilities assumed were recognized based on their estimated fair values on the acquisition date. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the asset or liability.
The fair values of assets acquired and liabilities assumed included in the accompanying unaudited pro forma condensed combined financial statements are based on the estimated fair value.
The purchase price was calculated as follows (in thousands):
| Cash | $ | 152,292 | ||
| Estimated fair value of assumed options attributable to precombination services | 8,979 | |||
| REGENXBIO termination fee | 2,850 | |||
| Total purchase price | $ | 164,121 |
The table below presents a summary of the net assets acquired based upon the estimate of their respective fair values (in thousands):
| Current assets | $ | 33,230 | ||
| Property and equipment, net | 6,580 | |||
| In-process research and development | 129,000 | |||
| Bayer collaboration agreement | 13,526 | |||
| Goodwill | 44,406 | |||
| Current liabilities | (15,209 | ) | ||
| Deferred tax liabilities | (47,412 | ) | ||
| Fair value of net assets acquired | $ | 164,121 |
4.Pro Forma adjustments to the unaudited pro forma condensed combined financial statements
| Estimated | Estimated | ||||||
| Useful life | Fair Value | Year Ended December 31, 2017 | |||||
| (in thousands, except useful lives) | |||||||
| In-process research and development | Indefinite | $ | 129,000 | $ | - | ||
| Bayer collaboration agreement | 1-2 years | 13,526 | 11,083 | ||||
| Total | $ | 142,526 | $ | 11,083 |
Amortization of the Bayer collaboration agreement is reflected in research and development expenses in the unaudited pro forma condensed combined statement of operations as if the asset was capitalized as of January 1, 2017.
The amount allocated to the acquired in-process research and development (IPR&D) is considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate the reduction in the fair value of the IPR&D assets below their respective carrying amounts. When development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point.