Exhibit 99.2
Below are the pro-forma consolidated financials as of December 31, 2017 as if the acquisition closed on December 31, 2017:
WestMountain Company and CytoBioscience, Inc.
Pro-Forma Condensed Consolidated Balance Sheet
For the year ended December 31, 2017
(expressed in thousands of U.S. dollars)
| | WestMountain | | | CytoBioscience | | | Adjustments | | | | Pro Forma Combined | |
| | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 235 | | | $ | 53 | | | $ | 1,291 | | (c) | | $ | 1,579 | |
Accounts receivable, net | | | 13 | | | | 1500 | | | | - | | | | | 163 | |
Other current assets | | | 561 | | | | 905 | | | | - | | | | | 1,466 | |
Total current assets | | | 809 | | | | 1,108 | | | | 1,291 | | | | | 3,208 | |
| | | | | | | | | | | | | | | | | |
Equipment, net | | | - | | | | 707 | | | | - | | | | | 707 | |
Intangible assets, net | | | - | | | | 26,991 | | | | - | | | | | 26,991 | |
Deposits and other assets | | | - | | | | 12 | | | | - | | | | | 12 | |
| | | | | | | | | | | | | | | | | |
Total assets | | $ | 809 | | | $ | 28,818 | | | $ | 1,291 | | | | $ | 30,918 | |
| | | | | | | | | | | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 293 | | | $ | 3,373 | | | $ | (367 | ) | (d) | | $ | 3,299 | |
Notes payable | | | - | | | | 6,547 | | | | (3,480 | ) | (c) | | | 2,725 | |
| | | - | | | | | | | | (342 | ) | (d) | | | | |
Total current liabilities | | | 293 | | | | 9,920 | | | | (4,189 | ) | | | | 6,024 | |
| | | | | | | | | | | | | | | | | |
Long-term liabilities | | | | | | | | | | | | | | | | | |
Deferred tax liability | | | - | | | | 1,962 | | | | - | | | | | 1,962 | |
Total liabilities | | | 293 | | | | 11,882 | | | | (4,189 | ) | | | | 7,986 | |
| | | | | | | | | | | | | | | | | |
Mezzanine equity Preferred stock | | | - | | | | 25,591 | | | | (25,591 | ) | (a) | | | - | |
Stockholders' equity | | | | | | | | | | | | | | | | | |
Common stock | | | 10 | | | | 1 | | | | 30 | | (a) | | | 54 | |
| | | | | | | | | | | 9 | | (b) | | | | |
| | | | | | | | | | | 4 | | (c) | | | | |
Additional paid-in capital | | | 479 | | | | 8,832 | | | | 36,137 | | (a) | | | 31,759 | |
| | | | | | | | | | | (9 | ) | (b) | | | | |
| | | | | | | | | | | 1,498 | | (c) | | | | |
| | | | | | | | | | | 710 | | (d) | | | | |
| | | | | | | | | | | (2 | ) | (c) | | | | |
| | | | | | | | | | | (15,886 | ) | (f) | | | | |
Accumulated deficit | | | 27 | | | | (17,546 | ) | | | (59 | ) | (c) | | | (8,881 | ) |
| | | | | | | | | | | 8,697 | | (f) | | | | |
Accumulated other comprehensive income (loss) | | | - | | | | 58 | | | | (58 | ) | (f) | | | - | |
Total stockholders' equity | | | 516 | | | | (8,655 | ) | | | 31,071 | | | | | 22,932 | |
| | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | 809 | | | $ | 28,818 | | | $ | 1,291 | | | | $ | 30,918 | |
WestMountain Company and CytoBioscience, Inc.
Pro-Forma Condensed Statement of Operations
For the Year Ended December 31, 2017
(expressed in thousands of U.S. dollars)
| | WestMountain | | | CytoBioscience | | | Adjustments | | | | Pro Forma Combined | |
| | | | | | | | | | | | | |
Revenue | | $ | 158 | | | $ | 936 | | | $ | - | | | | $ | 1,094 | |
Costs of sales | | | - | | | | 648 | | | | - | | | | | 648 | |
Gross margin | | | 158 | | | | 288 | | | | - | | | | | 446 | |
Research and development expense | | | - | | | | 6,187 | | | | - | | | | | 6,187 | |
General and administrative expense | | | 630 | | | | 3,430 | | | | 59 | | (e) | | | 4,119 | |
Loss from operations | | | (472 | ) | | | (9,329 | ) | | | (59 | ) | | | | (9,860 | ) |
| | | | | | | | | | | | | | | | | |
Interest expense, net | | | 2 | | | | (343 | ) | | | - | | | | | (341 | ) |
Other | | | 178 | | | | - | | | | - | | | | | 178 | |
Loss before taxes | | | (292 | ) | | | (9,672 | ) | | | (59 | ) | | | | (10,023 | ) |
Income tax benefit | | | 223 | | | | 763 | | | | - | | | | | 986 | |
| | | | | | | | | | | | | | | | | |
Net Loss | | $ | (69 | ) | | $ | (8,909 | ) | | $ | (59 | ) | | | $ | (9,037 | ) |
| | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share | | $ | (0.01 | ) | | $ | (0.94 | ) | | $ | - | | | | $ | (0.17 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 30,974,059 | | (a) | | | | |
| | | | | | | | | | | 11,900,363 | | (b) | | | | |
Basic and diluted weighted average common shares outstanding | | | 9,517,402 | | | | 9,508,539 | | | | 2,000,000 | | (c) | | | 54,382,961 | |
(a) | On March 19, 2018, WestMountain Company ("the Company') entered an agreement of Merger and Plan of Reorganization (the "Merger"), whereby the Company acquires all the outstanding shares of CytoBioscience, Inc ("CytoBioscience") on the closing date, March 19, 2018 ('the Closing Date"). Prior to the acquisition, all the outstanding preferred stock of CytoBioscience was converted into common stock. |
| |
(b) | Elimination of all CytoBioscience historical equity balances as a result of the Merger. |
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(c) | On the Closing date 2,000,000 shares of the Company's common stock were issued in connection with the Merger for $1,500,000. |
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(d) | To reflect the conversion of CytoBioscience shares at $0.0001 par value to the Company's shares at $0.001 par value as a result of the Merger. |
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(e) | To reflect merger transaction costs. |
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(f) | To reflect issuance of shares in conversion of notes payable and accrued interest and in lieu of broker fees in connection with the Merger. |
Exhibit 99.2 -- Page 2