| Business Combinations |
Completion
of Merger
On November
2, 2015, the Company completed the Merger, which was accounted for as a reverse acquisition. As such, the prior period equity
amounts have been retroactively restated to reflect the equity instruments of the legal acquirer. The consideration given for
CollabRx totals $12,289,297, consisting of the fair value of common stock and warrants exchanged in the merger transaction.
The following
table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date of CollabRx.
| Cash |
|
$ |
4,737,773 |
|
| Accounts receivable |
|
|
54,675 |
|
| Other current assets |
|
|
105,700 |
|
| Property and equipment |
|
|
92,636 |
|
| Accounts payable and accrued expenses |
|
|
(1,620,000 |
) |
| Deferred revenue |
|
|
(123,000 |
) |
| Other liabilities |
|
|
(520,070 |
) |
| Derivative liabilities |
|
|
(1,578,976 |
) |
| Identifiable intangible assets |
|
|
170,000 |
|
| Total identifiable net assets |
|
|
1,318,738 |
|
| Goodwill |
|
|
12,192,039 |
|
| Total consideration |
|
$ |
13,510,777 |
|
At December
31, 2015, the Company determined that all of its goodwill and intangibles were impaired. As a result, it recorded an impairment
charge of $20,143,320 for the year ended December 31, 2015.
Pro-Forma
Financial Information
The following
unaudited pro forma data summarizes the results of operations for the years ended December 31, 2015 as if the acquisitions of
CollabRx, Clinlab and Epinex had been completed January 1, 2014. The pro forma financial information is presented for informational
purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place
on January 1, 2014.
| |
|
For
the Year Ended December 31, 2015 |
|
| |
|
|
Rennova
Health, Inc. Historical |
|
|
|
CollabRx,
Inc. (a) |
|
|
|
Pro-Forma
Adjustments |
|
|
|
Combined |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Revenues |
|
$ |
18,393,038 |
|
|
$ |
425,000 |
|
|
$ |
– |
|
|
$ |
18,818,038 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
63,858,012 |
|
|
|
4,881,000 |
|
|
|
– |
|
|
|
67,507,045 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (Loss) from operations |
|
|
(45,464,974 |
) |
|
|
(4,456,000 |
) |
|
|
– |
|
|
|
(48,689,007 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expense) |
|
|
474,215 |
|
|
|
(43,000 |
) |
|
|
– |
|
|
|
431,215 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (Loss) before income taxes |
|
|
(44,990,759 |
) |
|
|
(4,499,000 |
) |
|
|
– |
|
|
|
(48,257,792 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provision for income taxes |
|
|
(9,028,253 |
) |
|
|
(269,000 |
) |
|
|
– |
(b) |
|
|
(9,297,253 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to Rennova
Health |
|
|
(35,962,506 |
) |
|
|
(4,230,000 |
) |
|
|
– |
|
|
|
(38,960,539 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock dividends |
|
|
1,627,188 |
|
|
|
– |
|
|
|
(1,627,188 |
)(c) |
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to Rennova
Health common shareholders |
|
$ |
(37,589,694 |
) |
|
$ |
(4,230,000 |
) |
|
$ |
1,627,188 |
|
|
$ |
(38,960,539 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(90.46 |
) |
|
|
|
|
|
|
|
|
|
$ |
(87.88 |
) |
| Diluted |
|
$ |
(90.46 |
) |
|
|
|
|
|
|
|
|
|
$ |
(87.88 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding
during the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
415,517 |
|
|
|
|
|
|
|
|
|
|
|
443,322 |
|
| Diluted |
|
|
415,517 |
|
|
|
|
|
|
|
|
|
|
|
443,322 |
|
_______________
| |
(a) |
Reflects 2015 and
2014 results of operations prior to the acquisition dates. Clinlab was acquired on March 18, 2014, Epinex was acquired on
August 26, 2014 and CollabRx was acquired on November 2, 2015. For the year ended December 31, 2014, CollabRx is included
using its fiscal year ended March 31, 2015 financial statements. |
| |
(b) |
Reflects changes
in taxes, if any, resulting from including the aggregate net losses of acquired operations in the corporate tax return. |
| |
(c) |
Reflects elimination
of preferred stock dividend accruals resulting from the reverse merger with CollabRx. |
|