Unaudited Pro Forma Financial Information for Proposed Combination of ICHOR Corporation and Hippocampe SA

Contract Categories: Mergers & Acquisitions › Plan of Reorganization Agreements
Summary

This document presents unaudited pro forma financial statements for the proposed combination of ICHOR Corporation, a U.S. company, and Hippocampe SA, a French company focused on health product research. The agreement involves Hippocampe SA shareholders exchanging their stock for ICHOR Corporation common stock, with Hippocampe SA as the continuing entity. The statements show how the companies’ finances would look if the combination had occurred earlier, including adjustments for share conversions and transaction fees. The document is for informational purposes and may not reflect actual future results.

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EX-10.4 3 0003.txt UNAUDITED FINANCIAL INFORMATION 1 Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 2000 (In thousands of Euros)
Pro Forma Combined U.S. ICHOR Dollars Corporation Hippocampe SA Pro Forma Pro Forma (Information Historical Historical Adjustments Combined Only) ----------- ------------- ----------- --------- ------------ ASSETS Current Assets Cash and investments E 2,395 E 190 E (2,476) E 109 $ 96 Accounts receivable, net 26 76 - 102 89 Note receivable 685 - - 685 600 Other assets - 119 - 119 104 ---------- ---------- ---------- --------- --------- Total current assets 3,106 385 (2,476) 1,015 889 Patents and Other - 71 - 71 62 ---------- ---------- ---------- --------- --------- E 3,106 E 456 E (2,476) E 1,086 $ 951 ========== ========== ========== ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and other liabilities E 1 E 249 E - E 250 $ 219 Note payable - 432 - 432 379 ---------- ---------- ---------- --------- --------- Total current liabilities 1 681 - 682 598 Payable to Shareholders - 242 - 242 212 Shareholders' Equity Preferred stock 6,136 - (6,136) - - Common stock 6,619 119 (4,816) 1,922 1,683 Retained deficit (9,569) (586) 8,395 (1,760) (1,542) Treasury stock (81) - 81 - - ---------- ---------- ---------- --------- --------- 3,105 (467) (2,476) 162 141 ---------- ---------- ---------- --------- --------- E 3,106 E 456 E (2,476) E 1,086 $ 951 ========== ========== ========== ========= =========
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 2 Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 1999 (In thousands of Euros, except per share)
Corporation Hippocampe SA Pro Forma Pro Forma Historical Historical Adjustments Combined ----------- ------------- ----------- --------- Revenues Interest E 143 E - E - E 143 Other 28 47 - 75 ---------- ---------- ----------- --------- 171 47 - 218 Costs and expenses General and administrative 350 49 - 399 Research and development - 97 - 97 Interest 180 - - 180 Equity in loss of unconsolidated subsidiary 83 - - 83 ---------- ---------- ----------- --------- 613 146 - 759 ---------- ---------- ----------- --------- Net loss E (442) E (99) E - E (541) ========== ========== =========== ========= Basic and diluted loss per common share E (0.13) E (12.64) E (0.01) ========== ========== ========= Weighted average number of shares outstanding 4,910,386 7,820 43,486,698 ========== ========== ===========
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 3 Unaudited Pro Forma Condensed Combined Statement of Operations For the Nine Months Ended September 30, 2000 (In thousands of Euros, except per share)
Pro Forma Combined U.S. ICHOR Dollars Corporation Hippocampe SA Pro Forma Pro Forma (Information Historical Historical Adjustments Combined Only) ----------- ------------- ----------- --------- ------------ Revenues Interest E 107 E 10 E - E 117 $ 103 Gain on disposal of an unconsolidated subsidiary 316 - - 316 277 Other 6 - - 6 5 ---------- ------------ ---------- --------- ----------- 429 10 - 439 385 Costs and expenses General and administrative 292 72 - 364 319 Research and development - 148 - 148 130 Equity in loss of unconsolidated subsidiary 65 - - 65 57 ---------- ------------ ---------- --------- ----------- 357 220 - 577 506 ---------- ------------ ---------- --------- ----------- Net income (loss) E 72 E (210) E - E (138) $ (121) ========== ============ ========== ========= =========== Basic and diluted loss per common share E (0.03) E (26.85) E (0.00) $ (0.00) ========== ============ ========= =========== Weighted average number of shares outstanding 4,918,770 7,820 43,495,082 43,495,082 ========== ============ ========== ==========
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements. 4 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (1) ICHOR Corporation (a United States company) and Hippocampe SA (a French company) plan to combine their operations where Hippocampe SA stockholders will exchange their stock for the common stock of ICHOR Corporation. Because Hippocampe SA will be the continuing entity, this combination will be accounted for as a reverse purchase. During the first nine months of 2000 and the year ended December 31, 1999, ICHOR Corporation had no significant operations other than the disposal of an unconsolidated subsidiary. Hippocampe SA is a company in the development stage which is involved in the research and development of human health products. Hippocampe SA's main research efforts have been concentrated in the prevention and treatment of the AIDS virus. All of Hippocampe SA's activities have been conducted in France. The combined companies expect to continue the research and development activities. Consistent with the location of its activities, beginning January 1, 1999, Hippocampe SA adopted the Euro (E) as its corporate currency. Accordingly, Hippocampe SA prepared its 2000 and 1999 historical financial statements in Euros. Because Hippocampe SA is the continuing entity, these pro forma financial statements have been prepared using Euros. The financial statements of ICHOR Corporation have been restated from U.S. dollars to Euros for each period presented. The translation adjustments did not result in significant foreign currency gains or losses in the pro forma condensed combined statements of operations. (2) The unaudited pro forma condensed combined balance sheet as of September 30, 2000 and pro forma statements of operations for the nine month period ended September 30, 2000 and the year ended December 31, 1999 are based on historical financial statements of ICHOR Corporation and Hippocampe SA. The unaudited pro forma condensed combined balance sheet as of September 30, 2000 gives effect to the proposed combination of ICHOR Corporation and Hippocampe SA as if it had occurred as of September 30, 2000. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2000 and the year ended December 31, 1999 have been prepared to illustrate the effects of the proposed combination of ICHOR Corporation and Hippocampe SA as if the combination occurred January 1, 1999. The pro forma condensed combined financial statements may not be indicative of the actual results of the acquisition. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The accompanying unaudited pro forma condensed combined financial statements should be read in connection with the historical financial statements of ICHOR Corporation and Hippocampe SA. 5 (3) Pro forma adjustments include the effect of the following: - ICHOR Corporation's redemption and conversion of all 564,706 outstanding ICHOR Corporation preferred shares for cash of E2,476,000 and 3,247,060 shares of common stock; - Issuance of 33,311,398 shares of ICHOR Corporation common stock and shares convertible into shares of common stock of ICHOR Corporation to the shareholders of Hippocampe SA; and - Issuance of 2,017,854 shares of ICHOR Corporation common stock to MFC Merchant Bank SA, a related party, in settlement of transaction fees. For purposes of the unaudited pro forma financial statements, the transaction fee is recorded at the quoted market price of ICHOR Corporation's common stock as at September 30, 2000 ($0.51 per share or E1,174,000). (4) Pro forma loss per share is adjusted to give effect to the issuance of shares to affect the acquisition, and the redemption and conversion of the preferred shares, as if these transactions had occurred on January 1, 1999. Warrants and options are not included in the computation of diluted loss per share because the effect of the warrants and options would be anti-dilutive.