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Exhibit 99.4
VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 4, 2012, Vycor Medical, Inc.“(Vycor” or “the Company”) acquired all of the shares of Sight Science Limited (“Sight Science”) for a total of £384,768 ($597,660). In consideration of the Share Purchase Agreement and other Transaction agreements, the Company agreed to pay the Sight Science shareholders £200,000 (US$ 310,660) cash, of which £100,000 (US$155,330) was paid at the Closing and an additional £100,000 (US$155,330) cash to be paid to the Sight Science shareholders on the one-year anniversary of the Closing. In addition, the Sight Science shareholders received at Closing further consideration in the form of 14,350,000 restricted shares of the Company, which are the subject of lock-up agreements between the Parties, and which at Closing were valued at £184,768 (US$287,000).
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2011 and the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2011 and the fiscal year ended December 31, 2010 give effect to the Company’s purchase of Sight Science. The acquisition has been accounted for as a business combination under ASC 805 and the initial purchase price was allocated to Sight Science’s assets and liabilities based on their fair values at the date of the acquisition.
The unaudited pro forma condensed consolidated balance sheet presents the financial position of the Company as if the acquisition of Sight Science occurred on September 30, 2011. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2011 and year ended December 31, 2010 has been prepared as if the acquisition occurred on January 1, 2011 and January 1, 2011, respectively.
As required under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, the Company commissioned an independent appraisal of the assets acquired which was finalized in March 2011. The Company determined the fair value of the assets acquired pursuant to the acquisition method as defined in ASC 805 and ASC 350, Intangibles-Goodwill and Other. Included in this valuation were assumptions concerning the cost of equity determined via the build-up method, the cost of debt and the weighted average cost of capital. Cash flows as included in the valuation were projected based on historical operations as well as management’s projections for future results based on these historical amounts. The trademark and patent valuations were based upon the Relief-from Royalty Method on an after tax basis. The value of the Internally Developed Software was based upon the Multi-period Excess Earnings Method utilizing, among other factors, a discount rate based on the Weighted Average Cost of Capital.
The unaudited pro forma condensed consolidated financial statements, which have been prepared in accordance with rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and are not necessarily indicative of the past or future results of the operations or financial position of the Company.
This information should be read in conjunction with the previously filed Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012, the previously filed historical financial statements and accompanying notes of the Company contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 and the historical financial statements and accompanying notes of Sight Science included in this report on Form 8-K/A.
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VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2011
| | | | | | | | | |
ASSETS | Vycor | | Sight Science | | Adjustments | | Proforma Combined |
Current assets: | | | | | | | |
| Cash and cash equivalents | $1,833,831 | | 25,541 | | $(156,250) | A | $1,703,122 |
| Accounts receivable | 113,575 | | 1,695 | | | | 115,270 |
| Inventory | 118,157 | | | | | | 118,157 |
| Prepaid expenses and other current assets | 1,176,941 | | | | | | 1,176,941 |
| | Total current assets | 3,242,504 | | 27,236 | | (156,250) | | 3,113,490 |
| | | | | | | | | |
Fixed assets, net | 671,607 | | 6,002 | | 365,625 | A | 1,043,234 |
Intangible and Other assets | | | | | | | |
| Intangible assets, net | 130,000 | | | | 121,875 | A | 251,875 |
| Patents, net of accumulated amortization | 343,622 | | | | 181,250 | A | 524,872 |
| Website, net of accumulated amortization | 5,165 | | | | | | 5,165 |
| Security deposits | 8,988 | | | | | | 8,988 |
| 487,775 | | | | 303,125 | | 790,900 |
| | Total assets | $4,401,886 | | 33,238 | | $512,500 | | $4,947,624 |
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LIABILITIES AND SHAREHOLDERS' EQUITY | | | | |
| | | | | | | | | |
Current liabilities: | | | | | | | |
| Accounts payable | $241,889 | | 12,948 | | (9,230) | D | $245,607 |
| Accrued interest | 24,986 | | | | | | 24,986 |
| Accrued liabilities | 658,098 | | | | 45,043 | B | 704,041 |
| Other Current Liabilities | 101,179 | | 37,510 | | (14,063) | C | 124,626 |
| Notes payable - current | 318,327 | | | | | | 318,327 |
| | Total current liabilities | 1,344,479 | | 50,458 | | 22,650 | | 1,417,587 |
| | | | | | | | | |
| Notes payable – long term | 1,316,362 | | 74,103 | | (74,103) | C | 1,316,362 |
| Other long term liabilities | | | | | 156,250 | A | 156,250 |
| | | | | | | | | |
| | Total liabilities | 2,660,841 | | 124,561 | | 104,797 | | 2,890,199 |
| | | | | | | | | |
Shareholders’ equity (deficit): | | | | | | | |
| Preferred stock | 1 | | | | | | 1 |
| Common stock | 80,616 | | 234 | | 1,201 | A,D | 82,051 |
| Additional paid-in capital | 12,461,726 | | | | 287,265 | A,C,D | 12,748,991 |
| Accumulated deficit | (10,803,211) | | (91,874) | | 119,554 | C,E,F | (10,775,531) |
| Accumulated Other Comprehensive Income | 1,913 | | 317 | | (317) | D | 1,913 |
| | Total shareholders’ equity (deficit) | 1,741,045 | | (91,323) | | 407,703 | | 2,057,425 |
| | | | | | | | | |
| | Total liabilities and shareholders’ equity | $4,401,886 | | $33,238 | | $512,500 | | $4,947,624 |
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VYCOR MEDICAL, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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Although the transaction took place on January 4, 2012 and will be recorded in Vycor's financial statements at the closing $/£ rate on January 3, 2012, for the purposes of the pro forma the adjustments and transaction are recorded at the September 30, 2011 balance sheet rate. Both rates are shown below. |
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A | | Reflects the acquisition by Vycor of the share capital of Sight Science. The transaction took place on January 4, 2012 and comprised: |
| | | | | | Sep 30, 2011 rate | | Jan 3, 2012 rate | |
| | Cash at closing | £100,000 | | | $156,250 | | $155,330 | |
| | Cash due on January 4, 2013 | £100,000 | | | $156,250 | | $155,330 | |
| | Stock consideration | £184,768 | | | $288,700 | | $287,000 | |
| | Total Consideration | £384,768 | | | $601,200 | | $597,660 | |
| | | | | | | | | |
| | Reflects the ASC 805 valuation of the intangible assets acquired in the transaction: | | |
| | Trademarks and Tradenames | £78,000 | | | $121,875 | | $121,157 | |
| | Patents | £116,000 | | | $181,250 | | $180,183 | |
| | Developed Software | £234,000 | | | $365,625 | | $363,472 | |
| | Total Fair Value of Assets Acquired | £431,886 | | | $674,822 | | $670,849 | |
| | | | | | | | | |
| | Negative Goodwill: Excess of Fair Value of Assets Acquired over Total Consideration | | $73,622 | | | |
| | | | | | | | | |
B | | Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 | |
| | | | | | | | | |
C | | Reflects the conversion of University of Aberdeen's loan to Sight Science and certain accounts payable balances just prior to Closing, together with the payment of outstanding director's fees by the vendors at closing |
| | Loan | £47,426 | | | $74,103 | | $73,667 | |
| | Accounts payable balances | £5,907 | | | $9,230 | | $9,175 | |
| | Directors fees | £9,000 | | | $14,063 | | $13,980 | |
| | | £62,333 | | | $97,395 | | $96,822 | |
| | This contribution to Sight Science’s capital is eliminated in adjustment D | |
| | | | | | | | | |
| | | | | | | | | |
D | | Reflects the elimination of Sight Science's shareholders' equity in consolidation. |
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E | | Reflects the effect on the net loss for the period for the acquisition, including the negative goodwill (A) and the transaction costs (B) | |
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VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011
| | | | | | | | |
| | Vycor | | Sight Science | | Adjustments | | Pro forma Combined |
| | | | | | | | |
Revenue | 518,731 | | 55,025 | | | | 573,756 |
| | | | | | | | |
Cost of revenue | 93,863 | | 2,805 | | | | 96,668 |
| | | | | | | | |
| Gross profit | 424,868 | | 52,220 | | | | 477,088 |
| | | | | | | | |
Operating expenses | | | | | | | |
| Research and development | 94,960 | | – | | | | 94,960 |
| Depreciation and amortization | 155,381 | | 600 | | | | 155,981 |
| Sales, General and administrative | 4,002,430 | | 85,623 | | | | 4,088,053 |
| Costs related to Acquisition of Subsidiary | | | | | 45,943 | F | 45,943 |
| Negative Goodwill on Acquisition of Subsidiary | | | | | (73,622) | G | (73,622) |
| | | | | | | | |
| Total operating expenses | 4,252,771 | | 86,223 | | (27,679) | | 4,311,315 |
| | | | | | | | |
| Loss from operations | (3,827,903) | | (34,003) | | 27,679 | | (3,834,227) |
| | | | | | | | |
Net Interest and Other income (expense) | (92,149) | | (415) | | | | (92,564) |
| | | | | | | | |
| Net loss | $(3,920,052) | | $(34,418) | | $27,679 | | $(3,926,791) |
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Loss per Share | | | | | | | |
| Basic and diluted | $(0.005) | | | | | | $(0.005) |
| | | | | | | | |
Weighted average number of common shares outstanding | | | | | | |
| Basic and diluted | 770,330,972 | | | | | | 784,680,972 |
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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F | | Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 |
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G | | Reflects the negative goodwill generated from the excess of the Fair Value of the Assets acquired over the Consideration paid as set out in more detail in Note A | |
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VYCOR MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
| | | | | | | | |
| | Vycor | | Sight Science | | Adjustments | | Pro forma Combined |
| | | | | | | | |
Revenue | 316,450 | | 98,395 | | | | 414,845 |
| | | | | | | | |
Cost of revenue | 48,737 | | 4,918 | | | | 53,655 |
| | | | | | | | |
| Gross profit | 267,713 | | 93,477 | | | | 361,190 |
| | | | | | | | |
Operating expenses | | | | | | | |
| Research and development | 15,208 | | – | | | | 15,208 |
| Depreciation and amortization | 56,801 | | 789 | | | | 57,590 |
| Sales, General and administrative | 1,921,422 | | 111,641 | | | | 2,033,063 |
| Costs related to Acquisition of Subsidiary | | | | | 45,943 | I | 45,943 |
| Negative Goodwill on Acquisition of Subsidiary | | | | | (73,622) | J | (73,622) |
| | | | | | | | |
| Total operating expenses | 1,993,431 | | 112,430 | | (27,679) | | 2,078,182 |
| | | | | | | | |
| Loss from operations | (1,725,718) | | (18,953) | | 27,679 | | (1,716,992) |
| | | | | | | | |
Net Interest and Other income (expense) | (258,104) | | (199) | | | | (258,303) |
| | | | | | | | |
| Net loss | $(1,983,822) | | $(19,152) | | $27,679 | | $(1,975,295) |
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| | | | | | | | |
Loss per Share | | | | | | | |
| Basic and diluted | $(0.003) | | | | | | $(0.003) |
| | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | |
| Basic and diluted | 663,168,900 | | | | | | 677,518,900 |
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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The pro forma financial information above includes the audited statements of operations for Vycor and Sight Science for their respective most recent fiscal year ends; in Vycor’s case this is December 31, 2010 and in Sight Science’s case this is June 30, 2011.
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| | Reflects the depreciation and amortization of the acquired intangible assets to the extent these were greater than the carrying value in Sight Science's financial statements |
| | |
I | | Reflects the transaction costs incurred by Vycor in connection with the acquisition and not accrued at September 30, 2011 |
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J | | Reflects the negative goodwill generated from the excess of the Fair Value of the Assets acquired over the Consideration paid as set out in more detail in Note A |
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