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UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
As disclosed within the Current Report on Form 8-K accompanying this exhibit, we have completed the sale of our contract research and
development services business (the Service Business ).
The unaudited pro forma financial information herein provides the
financial condition and results of operations of SCYNEXIS, Inc. after giving effect to a sale of our service business. The Company expects to report the service business in discontinued operations within the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2015, pursuant to FASB Topic 205-20, Presentation of Financial Statements Discontinued Operations, and FASB Topic 360, Property, Plant, and Equipment. The historical financial information has been
adjusted to give effect to events that are directly attributable to a divestiture based on assumptions that management believes are reasonable. The unaudited pro forma financial information represents management s best estimate of the
Company s financial position and results of operations that would have been obtained had a divestiture been completed as of the date or for the periods presented, but may not necessarily be indicative of or comparable to the financial position
or results of operations that may be obtained in the future. The unaudited pro forma financial information excludes any transaction costs, transaction gains or losses, and any indirect costs related to employee severance, incentive compensation, and
other restructuring events. Further, the unaudited pro forma financial information excludes any obligations arising from or costs associated with the Commitment to Services Agreement, the material terms of which are described in Item 1.01 of
the Current Report on Form 8-K accompanying this exhibit. The purpose of this Services Agreement is to replace services that were previously provided internally by employees of the Company prior to the sale of the Services Business, which are
included in research and development expenses within our historical statements of operations. The employees performing these services became employees of the Buyer in connection with this sale transaction. While profit margin is included in the
amount of the minimum purchase obligation above, such amount cannot be reasonably estimated; accordingly, any profit margin associated with the Services Agreement has not been included in accompanying unaudited condensed pro forma financial
The unaudited condensed pro forma balance sheet has been prepared as of March 31, 2015 and gives effect to the sale of
the service business as if it had occurred on that date. The unaudited condensed pro forma statements of operations have been prepared for the three months ended March 31, 2015 and for the years ended December 31, 2014, and 2013, and give
effect to the sale of the service business as if it had occurred as of January 1, 2013.
Historically, we have viewed and managed our
operations as a single, shared group of assets and resources that we have utilized to provide contract research and development services to customers and to advance our internal research and development efforts for the discovery and development of
proprietary and novel compounds. All of our activities have been conducted within a single facility, which we lease from a third-party landlord, and the majority of our property, plant, and equipment consist of leasehold improvements related to our
leased facility. We manage and allocate resources to support both our contract research and development service activities, from which we have derived substantially all of our revenues, and our internal research and development activities. Our
general and administrative expenses support all of our operating activities. In preparing the pro forma financial information herein, we adjusted our historical financial information to exclude all service revenues, and to exclude all expenses,
assets, and liabilities directly associated with the service business.
The unaudited pro forma financial information herein has been
derived from and should be read in conjunction with the historical financial statements of SCYNEXIS contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 15, 2015, and in our Annual
Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.
UNAUDITED CONDENSED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 2015
thousands, except share amounts)
| SCYNEXIS, Inc. Historical | Pro Forma Adjustments (a) | SCYNEXIS, Inc. Pro Forma | ||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 27,620 | 2,551 | (b) | $ | 30,171 | ||||||
| Accounts receivable, net of allowance for bad debts | 681 | (681 | ) | |||||||||
| Unbilled services | 372 | (372 | ) | |||||||||
| Prepaid expenses and other current assets | 1,157 | (434 | ) | 723 | ||||||||
| Escrow receivable | 500 | (b) | 500 | |||||||||
| Total current assets | 29,830 | 1,564 | 31,394 | |||||||||
| Property and equipment, net of accumulated depreciation | 4,674 | (3,753 | ) (c) | 921 | ||||||||
| Other assets | 96 | (64 | ) | 32 | ||||||||
| Deferred offering costs | 257 | 257 | ||||||||||
| Total assets | $ | 34,857 | $ | (2,253 | ) | $ | 32,604 | |||||
| Liabilities and stockholders equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 1,372 | $ | (562 | ) | $ | 810 | |||||
| Accrued expenses | 3,280 | (1,493 | ) | 1,787 | ||||||||
| Deferred revenue, current portion | 480 | (223 | ) | 257 | ||||||||
| Total current liabilities | 5,132 | (2,278 | ) | 2,854 | ||||||||
| Deferred revenue, net of current portion | 1,050 | (222 | ) | 828 | ||||||||
| Deferred rent | 1,237 | (951 | ) (c) | 286 | ||||||||
| Total liabilities | 7,419 | (3,451 | ) | 3,968 | ||||||||
| Commitments and contingencies | ||||||||||||
| Stockholders equity: | ||||||||||||
| Common stock, $0.001 par value, 125,000,000 shares authorized as of March 31, 2015, and December 31, 2014; 8,527,210 and 8,512,103 shares issued and outstanding as of March 31, 2015, and December 31, 2014, respectively | 8 | 8 | ||||||||||
| Additional paid-in capital | 151,325 | 151,325 | ||||||||||
| Accumulated deficit | (123,895 | ) | 1,198 | (122,697 | ) | |||||||
| Total stockholders equity | 27,438 | 1,198 | 28,636 | |||||||||
| Total liabilities and stockholders equity | $ | 34,857 | $ | (2,253 | ) | $ | 32,604 |
UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
(in thousands, except per share amounts)
| SCYNEXIS, Inc. Historical | Pro Forma Adjustments | SCYNEXIS, Inc. Pro Forma | ||||||||||
| Revenue related party | $ | 987 | $ | (987 | ) | $ | ||||||
| Revenue | 2,310 | (2,246 | ) | 64 | ||||||||
| Total revenue | 3,297 | (3,233 | ) (d) | 64 | ||||||||
| Cost of revenue | 3,231 | (3,231 | ) (e) | |||||||||
| Gross profit | 66 | (2 | ) | 64 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 4,218 | (431 | ) (f) | 3,787 | ||||||||
| Selling, general and administrative | 2,233 | (413 | ) (g) | 1,820 | ||||||||
| Total operating expenses | 6,451 | (844 | ) | 5,607 | ||||||||
| Loss from operations | (6,385 | ) | 842 | (5,543 | ) | |||||||
| Other (income) expense: | ||||||||||||
| Interest income | (1 | ) | (1 | ) | ||||||||
| Total other (income) expense | (1 | ) | (1 | ) | ||||||||
| Loss from continuing operations | $ | (6,384 | ) | $ | 842 | $ | (5,542 | ) | ||||
| Deemed dividend for beneficial conversion feature on Series D-2 preferred stock | ||||||||||||
| Deemed dividend for antidilution adjustments to convertible preferred stock | ||||||||||||
| Accretion of convertible preferred stock | ||||||||||||
| Loss from continuing operations attributable to common stockholders basic and diluted | $ | (6,384 | ) | $ | 842 | $ | (5,542 | ) | ||||
| Per share information: | ||||||||||||
| Loss per common share from continuing operations, basic and diluted | $ | (0.75 | ) | $ | (0.65 | ) | ||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 8,516,467 | 8,516,467 |
UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2014
(in thousands, except per share amounts)
| SCYNEXIS, Inc. Historical | Pro Forma Adjustments | SCYNEXIS, Inc. Pro Forma | ||||||||||
| Revenue related party | $ | 7,288 | $ | (7,288 | ) | $ | ||||||
| Revenue | 11,736 | (10,480 | ) | 1,256 | ||||||||
| Total revenue | 19,024 | (17,768 | ) (d) | 1,256 | ||||||||
| Cost of revenue | 15,446 | (15,446 | ) (e) | |||||||||
| Gross profit | 3,578 | (2,322 | ) | 1,256 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 8,287 | (f) | 8,287 | |||||||||
| Selling, general and administrative | 7,568 | (1,473 | ) (g) | 6,095 | ||||||||
| Gain on insurance recovery | (165 | ) | 165 | (h) | ||||||||
| Total operating expenses | 15,690 | (1,308 | ) | 14,382 | ||||||||
| Loss from operations | (12,112 | ) | (1,014 | ) | (13,126 | ) | ||||||
| Other (income) expense: | ||||||||||||
| Amortization of deferred financing costs and debt discount | 755 | 755 | ||||||||||
| Loss on extinguishment of debt | 1,389 | 1,389 | ||||||||||
| Interest expense, net | 48 | 48 | ||||||||||
| Derivative fair value adjustment | (10,080 | ) | (10,080 | ) | ||||||||
| Other expense | 10 | 10 | ||||||||||
| Total other (income) expense | (7,878 | ) | (7,878 | ) | ||||||||
| Loss from continuing operations | $ | (4,234 | ) | $ | (1,014 | ) | $ | (5,248 | ) | |||
| Deemed dividend for beneficial conversion feature on Series D-2 preferred stock | (909 | ) | (909 | ) | ||||||||
| Deemed dividend for antidilution adjustments to convertible preferred stock | (214 | ) | (214 | ) | ||||||||
| Accretion of convertible preferred stock | (510 | ) | (510 | ) | ||||||||
| Loss from continuing operations attributable to common stockholders basic | $ | (5,867 | ) | $ | (1,014 | ) | $ | (6,881 | ) | |||
| Derivative fair value adjustment | (10,080 | ) | (10,080 | ) | ||||||||
| Loss from continuing operations attributable to common stockholders diluted | $ | (15,947 | ) | $ | (1,014 | ) | $ | (16,961 | ) | |||
| Per share information: | ||||||||||||
| Loss per common share from continuing operations, basic | $ | (1.04 | ) | $ | (1.22 | ) | ||||||
| Loss per common share from continuing operations, diluted | $ | (2.69 | ) | $ | (2.86 | ) | ||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 5,663,311 | 5,663,311 | ||||||||||
| Diluted | 5,937,087 | 5,937,087 |
UNAUDITED CONDENSED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2013
(in thousands, except per share amounts)
| SCYNEXIS, Inc. Historical | Pro Forma Adjustments | SCYNEXIS, Inc. Pro forma | ||||||||||
| Revenue related party | $ | 7,288 | $ | (7,288 | ) | $ | ||||||
| Revenue | 9,569 | (9,412 | ) | 157 | ||||||||
| Total revenue | 16,857 | (16,700 | ) (d) | 157 | ||||||||
| Cost of revenue | 16,305 | (16,305 | ) (e) | |||||||||
| Gross profit | 552 | (395 | ) | 157 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 4,363 | (f) | 4,363 | |||||||||
| Selling, general and administrative | 4,381 | (1,801 | ) (g) | 2,580 | ||||||||
| Gain on sale of asset | (988 | ) | 988 | (h) | ||||||||
| Total operating expenses | 7,756 | (813 | ) | 6,943 | ||||||||
| Loss from operations | (7,204 | ) | 418 | (6,786 | ) | |||||||
| Other expense: | ||||||||||||
| Amortization of deferred financing costs and debt discount | 3,485 | 3,485 | ||||||||||
| Interest expense on beneficial conversion feature | 10,802 | 10,802 | ||||||||||
| Interest expense related party | 892 | 892 | ||||||||||
| Interest expense, net | 192 | 192 | ||||||||||
| Derivative fair value adjustment | 7,886 | 7,886 | ||||||||||
| Total other expense | 23,257 | 23,257 | ||||||||||
| Loss from continuing operations | $ | (30,461 | ) | $ | 418 | $ | (30,043 | ) | ||||
| Deemed dividend for beneficial conversion feature on Series D-2 preferred stock | (4,232 | ) | (4,232 | ) | ||||||||
| Deemed dividend for antidilution adjustments to convertible preferred stock | (6,402 | ) | (6,402 | ) | ||||||||
| Accretion of convertible preferred stock | (5,714 | ) | (5,714 | ) | ||||||||
| Loss from continuing operations attributable to common stockholders basic and diluted | $ | (46,809 | ) | $ | 418 | $ | (46,391 | ) | ||||
| Per share information: | ||||||||||||
| Loss per common share from continuing operations, basic and diluted | $ | (139.47 | ) | $ | (138.23 | ) | ||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 335,612 | 335,612 |