UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | June 28, 2013 |
VYSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Georgia | 000-53754 | 20-2027731 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
2484 Briarcliff Rd NE, #22, Suite 159, Atlanta, GA | 30329 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code | (770) 965-0383 |
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(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 28, 2013, Vystar Corporation (the Company) filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing that the Company completed the acquisition of Kiron Clinical Sleep Lab, LLC (Kiron). Pursuant to the terms of the LLC Ownership Interest Purchase Agreement (the Agreement), the Company became the sole member of Kiron.
Item 9.01(a) and (b) of the Current Report on Form 8-K dated June 28, 2013 did not include the historical financial statements of Kiron or the unaudited pro forma combined financial information of the Company (collectively, the Financial Information), and instead contained an undertaking subsequently to file the Financial Information. This amendment is being filed for the purpose of satisfying the Company's undertaking to file the Financial Information required by Item 9.01(a) and (b) of Form 8-K, and this amendment should be read in conjunction with the initial report on Form 8-K.
1
Subsequent Events
Pursuant to the Agreement, the Company:
(a) Delivered $90,000 cash to Seller;
(b) Issued to Seller 727,434 shares of Vystar common stock, valued at $50,000 or $0.0688 per share; and
(c) Two percent (2%) of the gross receipts received by Kiron for a period of five (5) years.
In addition, the Company agreed to pay an additional $60,000 (the Adjustment Amount), $10,000 in cash and $50,000 in shares of Vystar common stock, in the event the audited financial results of Kiron for the year-end 2011, 2012, and the first six (6) months of 2013 are within two percent (2%) variability of the Statement of Revenues and Expenses provided by the Seller at closing for the periods referenced above. In the event the audited financial results are within three percent (3%) variability, fifty percent (50%) of the Adjustment Amount shall be paid to the Seller. As this calculation is subject to audit, managements current estimate is subject to change. The current estimate of the fair value of the contingent consideration is $0.
The completed audit of Kirons 2011 and 2012 financial statements showed financial results that exceeded the three percent (3%) variability allowed under the Agreement and thus the $60,000 Adjustment Amount was forfeited.
At closing, the Company and Seller also entered into an agreement (Contract) pursuant to which the Seller through his medical practice, Durham Neurology, PLLC, a wholly owned professional limited liability company would provide ongoing clinical and medical services to the Company and Kiron as Medical Director. The Seller subsequently dissolved Durham Neurology, PLLC leaving Kiron without a Medical Director. On March 10, 2014, Vystar and Kiron filed Civil Suit 74A-07997-1 IN THE SUPERIOR COURT OF GWINNETT COUNTY, STATE OF GEORGIA against Michael Soo, MD and Durham Neurology, PLLC for multiple breaches of the Agreement and Contract. Potential settlement discussions are currently taking place but there is no evidence that they will be successful. As such, the two percent (2%) of gross receipts for five (5) years that was included in the original consideration has also been forfeited. The Purchase Consideration was therefore adjusted to $140,000 and all initial Goodwill associated with the purchase was written-off.
On December 24, 2013, Vystar entered into an Independent Contractor Agreement with Jamila Randolph Battle, MD, a North Carolina physician and sleep specialist, to assume the role of Medical Director for Kiron on January 1, 2014. Dr. Battle received her undergraduate degree from Duke University and her medical degree from the University of North Carolina at Chapel Hill School of Medicine. She completed her family medicine residency at the University of Michigan, Ann Arbor. Upon completion of her training she returned to North Carolina where she practiced family medicine and served as a consulting associate at Duke Family Medicine. In 2010 she began formal training and education with The School of Sleep Medicine in Palo Alto, California and the Mayo Clinic in Rochester, MN. In 2012, she became Board Certified in Sleep Medicine.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of Kiron as of December 31, 2012 and 2011 and the related consolidated statements of operations, changes in members equity (deficit) and cash flows for each of the two years ended December 31, 2012 and 2011, the Notes to the Consolidated Financial Statements and the Report of Independent Auditors are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
The unaudited interim consolidated balance sheets of Kiron as of June 30, 2013 and 2012 and the related consolidated statements of operations for the three and six month periods ended June 30, 2013 and 2012 and the consolidated statements of cash flows for the six month period ended June 30, 2013 and 2012 and the notes to the consolidated financial statements.
2
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements of the Company as of June 30, 2013 and for the year ended December 31, 2012, and for the six month period ended June 30, 2013 giving effect to the acquisition of Kiron, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
(d) Exhibits
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99.1 | Audited consolidated balance sheets of Kiron as of December 31, 2012 and 2011 and the related consolidated statements of operations, changes in members equity (deficit) and cash flows for each of the two years ended December 31, 2012 and 2011, the Notes to the Consolidated Financial Statements and the Report of Independent Auditors. |
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| The unaudited interim consolidated balance sheets of Kiron as of June 30, 2013 and 2012 and the related consolidated statements of operations for the three and six month periods ended June 30, 2013 and 2012 and the consolidated statements of cash flows for the six month period ended June 30, 2013 and 2012 and the notes to the consolidated financial statements. |
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99.2 | Unaudited pro forma condensed combined financial statements of the Company as of and for the six month period ended June 30, 2013, giving effect to the acquisition of Kiron and unaudited condensed combined statement of operations for the year ended December 31, 2012. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VYSTAR CORPORATION |
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April 8, 2014 |
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| By: | /s/ W. Dean Waters |
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| W. Dean Waters |
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| Chief Financial Officer |
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Exhibit 99.1
TABLE OF CONTENTS
| Page |
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Independent auditors report | 2 |
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Consolidated balance sheets at December 31, 2012 and 2011 | 3 |
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Consolidated statements of operations for the years ended December 31, 2012 and 2011 | 4 |
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Consolidated statements of cash flows for the years ended December 31, 2012 and 2011 | 5 |
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Notes to consolidated financial statements | 6 |
1
INDEPENDENT AUDITORS' REPORT
To the Owner of
Kiron Clinical Sleep Lab, LLC
Durham, North Carolina
We have audited the accompanying consolidated balance sheets of Kiron Clinical Sleep Lab, LLC (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in members equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements referred to above are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kiron Clinical Sleep Lab, LLC as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred historical losses and management expects the Company will continue to incur operating losses and negative cash flows. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Porter Keadle Moore, LLC
Atlanta, Georgia.
September 10, 2013
2
Kiron Clinical Sleep Lab, LLC
Consolidated Balance Sheets
December 31,
ASSETS |
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| 2012 |
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| 2011 |
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CURRENT ASSETS |
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Cash |
| $ | 37,857 |
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| $ | 30,328 |
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Accounts receivable, net |
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| 16,595 |
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| 7,586 |
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Prepaid expenses |
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| - |
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| 5,828 |
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TOTAL CURRENT ASSETS |
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| 54,542 |
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| 43,652 |
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PROPERTY AND EQUIPMENT, NET |
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| 54,452 |
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| 43,652 |
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TOTAL ASSETS |
| $ | 91,107 |
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| $ | 86,527 |
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LIABILITIES AND MEMBER'S EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable |
| $ | 24,567 |
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| $ | 36,402 |
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Compensation payable |
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| 30,678 |
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| 44,431 |
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Deferred rent |
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| 2,085 |
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| 5,658 |
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Payroll taxes withheld |
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| 2,554 |
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| - |
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TOTAL CURRENT LIABILITIES |
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| 59,884 |
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| 86,491 |
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MEMBER'S EQUITY (DEFICIT) |
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| 31,223 |
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| 36 |
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TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT) |
| $ | 91,107 |
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| $ | 86,527 |
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See the accompanying notes to the consolidated financial statements.
3
Kiron Clinical Sleep Lab, LLC
Consolidated Statements of Operations
For the Years Ended December 31,
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| 2012 |
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| 2011 |
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Net revenue |
| $ | 885,358 |
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| $ | 891,730 |
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Cost of revenue |
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| 263,642 |
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| 291,132 |
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Gross profit |
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| 621,716 |
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| 600,598 |
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Operating expenses |
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| 462,012 |
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| 476,389 |
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Net income |
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| 159,704 |
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| 124,209 |
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Members equity (deficit), beginning of year |
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| 36 |
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| (13,427) |
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Members contributions |
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| 37,486 |
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| 48,795 |
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Members distributions |
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| (166,003) |
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| (159,541) |
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Members equity, end of year |
| $ | 31,223 |
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| $ | 36 |
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See the accompanying notes to the consolidated financial statements.
4
Kiron Clinical Sleep Lab, LLC
Consolidated Statements of Cash Flows
For the Years Ended December 31,
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| 2012 |
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| 2011 |
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Cash flows from operating activities |
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Net loss |
| $ | 159,704 |
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| $ | 124,209 |
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Adjustment to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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| 6,220 |
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| 6,259 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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| (9,009) |
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| (5,858) |
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Prepaid expenses |
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| 5,828 |
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| 18 |
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Accounts payable |
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| (11,835) |
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| (1,091) |
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Compensation payable |
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| (13,753) |
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| 9,943 |
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Deferred rent |
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| (3,573) |
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| (3,574) |
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Other current liabilities |
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| 2,554 |
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| (5,460) |
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Net cash provided by operating activities |
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| 136,136 |
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| 124,446 |
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Cash flows from investing activities |
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Purchases of property and equipment |
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| - |
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| (980) |
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Net cash used in investing activities |
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| - |
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| (980) |
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Cash flows from financing activities |
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Reduction of short-term debt |
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| - |
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| (4,048) |
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Contributions from member |
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| 37,486 |
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| 48,795 |
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Distributions to member |
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| (166,003) |
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| (159,541) |
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Net cash used by financing activities |
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| (128,517) |
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| (114,794) |
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Increase in cash |
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| 7,619 |
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| 8,672 |
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Cash, beginning of period |
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| 30,238 |
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| 21,566 |
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Cash - end of year |
| $ | 37,857 |
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| $ | 30,238 |
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Supplemental disclosure of cash flow information: |
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Cash paid in interest |
| $ | 444 |
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| $ | 636 |
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See the accompanying notes to the consolidated financial statements.
5
Kiron Clinical Sleep Lab, LLC
Notes to Consolidated Financial Statements
(1) NATURE OF BUSINESS
Kiron Clinical Sleep Lab, LLC (the Company) was founded in 1998, and operates as a limited liability company organized under the laws of the State of North Carolina. The Company is located in Durham, North Carolina with additional offices / facilities in Chapel Hill. Kiron provides diagnostic testing for sleep disorders including overnight polysomnogram studies, Continuous Positive Airway Pressure (CPAP) titrations, Maintenance of Wakefulness Tests (MWTs) and Multiple Sleep Latency Tests (MSLTs). Kiron is also an in-network provider of CPAP equipment and supplies for Blue Cross Blue Shield, United Healthcare, Wellpath and Medcost.
On June 28, 2013, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement with Michael Soo, M.D., the sole member of Kiron Clinical Sleep Lab, LLC, to purchase all outstanding membership and ownership interests of Kiron, and on July 1, 2013, completed such purchase.
At closing, the Company and Seller entered into an agreement (Contract) pursuant to which the Seller through his medical practice, Durham Neurology, PLLC, a wholly owned professional limited liability company would provide ongoing clinical and medical services to the Company and Kiron as Medical Director. The Seller subsequently dissolved Durham Neurology, PLLC leaving Kiron without a Medical Director. On March 10, 2014, Vystar and Kiron filed Civil Suit 74A-07997-1 IN THE SUPERIOR COURT OF GWINNETT COUNTY, STATE OF GEORGIA against Michael Soo, MD and Durham Neurology, PLLC for multiple breaches of the Agreement and Contract. Potential settlement discussions are currently taking place but there is no evidence that they will be successful. As such, the two percent (2%) of gross receipts for five (5) years that was included in the original consideration has also been forfeited. The Purchase Consideration was therefore adjusted to $140,000 and all initial Goodwill associated with the purchase was written-off.
On December 24, 2013, Vystar entered into an Independent Contractor Agreement with Jamila Randolph Battle, MD, a North Carolina physician and sleep specialist, to assume the role of Medical Director for Kiron on January 1, 2014. Dr. Battle received her undergraduate degree from Duke University and her medical degree from the University of North Carolina at Chapel Hill School of Medicine. She completed her family medicine residency at the University of Michigan, Ann Arbor. Upon completion of her training she returned to North Carolina where she practiced family medicine and served as a consulting associate at Duke Family Medicine. In 2010 she began formal training and education with The School of Sleep Medicine in Palo Alto, California and the Mayo Clinic in Rochester, MN. In 2012, she became Board Certified in Sleep Medicine.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company maintains its records on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less.
6
Accounts Receivable
The Company extends credit to its customers based on the customer's ability to pay. An allowance for doubtful accounts is provided equal to the estimated losses that will be incurred in collection of all receivables. Estimated losses are based on a review of the current status of the receivables, historical collection experience, and managements evaluation of the effect of existing economic conditions. No allowance for doubtful accounts was recorded at December 31, 2012 or 2011. The Company does not normally require collateral for trade receivables.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided for using the straight-line method over the estimated lives of the related assets. Leasehold improvements are depreciated over the estimated useful life. Depreciation is based on the estimated useful lives as follows: machinery and equipment, 5 to
7 years; office furniture and fixtures, 5 to 7 years; vehicles, 5 years; leasehold improvements, 15 years; software, 3 years.
Fair Value of Financial Instruments
The Companys financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, and member advances. The carrying values of all the Companys financial instruments approximate fair value because of their short maturities. The Company currently has no lines-of-credit or equipment loans outstanding.
Sales Taxes
The Company collects sales taxes from customers on sales subject to the tax. The Companys accounting policy is to exclude the sales tax billed to and collected from customers from revenues and cost of sales and, instead, record the sales tax charged to customers as a liability, and remit those taxes to the appropriate state taxing authority when due.
Revenue Recognition
Revenue is attributable to fees for providing services, primarily sleep disorder testing, therapeutic titrations and clinical management. Most agreements include a fee per patient and type of study performed. The agreements may also include a fixed monthly fee for equipment. Fees associated with services are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Service fees are determined based on written price quotations or service agreements having stipulated terms and conditions that do not require management to make any significant judgments or assumptions regarding any potential uncertainties.
Cost of Revenue
Cost of revenue consists primarily of personnel and medical supplies costs incurred in the delivery of the service.
Advertising and Promotion Costs
The Company expenses advertising and promotion costs as incurred. Advertising and promotion expense was $521 and $970 for 2012 and 2011, respectively.
Income Taxes
The Company operates as a limited liability company (LLC). As such, the net income or loss from the Company
flows through to the members and they are taxed on their proportionate share of the LLCs taxable income. Therefore, no provision or liability for federal or state income taxes related to the LLC is included in these financial statements.
Tax benefits arising from an uncertain tax position can only be recognized for financial reporting purposes if, and to the extent that, the position is more likely than not to be sustained in an audit by the applicable taxing authority.
There were no material unrecognized tax benefits and related tax liabilities at December 31, 2012 and 2011. Penalties related to uncertain tax positions would be recorded as a component of general and administrative expenses. Interest relating to uncertain tax positions would be recorded as a component of interest expense. The Company is no longer subject to income tax examinations for calendar years prior to 2010.
7
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board and other standard setting entities that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
(3) CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash balances in financial institutions and accounts receivable.
Cash Balances
The Company maintains its cash balance in one financial institution. The account at the institution is insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2012 and 2011, the Company had no uninsured cash balances. The Company has not incurred any losses from these accounts, and management believes the Company is not exposed to any significant credit risk on its cash balances.
Major Suppliers
Purchases from the Companys two largest vendors and suppliers accounted for approximately 91.5% of total purchases for the years ended December 31, 2012 and 2011. In the event of an interruption of supply from these suppliers, management believes that similar materials could be purchased with minimal lead time from a variety of different sources at similar trade terms.
(4) PROPERTY AND EQUIPMENT
The following is a summary of property and equipment, at cost less accumulated depreciation at December 31:
| 2012 |
| 2011 |
Computer equipment | $ 25,964 |
| $ 25,964 |
Furniture and fixtures | 124,973 |
| 124,973 |
Computer software | 860 |
| 860 |
Leasehold improvements | 63,115 |
| 63,115 |
| 214,912 |
| 214,912 |
Less: accumulated depreciation | 178,257 |
| 172,037 |
Total | $ 36,655 |
| $ 42,875 |
Depreciation expense was $6,220 and $6,259 for the years ended December 31, 2012 and 2011, respectively.
(5) OPERATING LEASES
Commencing June 1, 2010, the Company entered into a non-cancelable operating lease for its Durham office and facilities. The lease was for a term of 38 months but was amended effective September 1, 2013 to extend the lease for another 61 months. Under the terms of the lease, the lessor and the Company acknowledge and agree that, provided no event of default occurs during the term of the lease, the monthly installment of rent due for the first two (2) months of the term of the lease shall be abated and shall not be payable to lessor. Notwithstanding the foregoing, during such abatement period, the Company shall be liable for and shall pay all amounts due for any expenses, taxes, insurance costs, utilities and such other amounts due pursuant to the terms of the lease.
Commencing December 1, 2012, the Company entered into a non-cancelable operating lease for its Chapel Hill office and facilities. The lease expires on November 30, 2015.
8
The Company leases certain of its office equipment and billing service software under non-cancelable operating leases expiring at varying dates through 2016.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2012 are as follows:
Year Ending December 31 |
| Amount |
2013 |
| $ 136,362 |
2014 |
| 127,883 |
2015 |
| 102,948 |
2016 |
| 64,563 |
2017 |
| 66,387 |
Thereafter |
| 45,137 |
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Total |
| $ 543,280 |
Rent expense charged to operations for the years ended December 31, 2012 and 2011 was $110,703 and $114,205 respectively.
(6) RELATED PARTY TRANSACTIONS
The Company rents its Chapel Hill facilities from Dream Bardo, LLC (a single-member LLC owned by Dr. Michael Soo, who is also the owner of Kiron Clinical Sleep Lab, LLC) on a month-to-month basis during 2012 and 2011. The total rent paid under this agreement for the years ended December 31, 2012 and 2011 was $10,000 and $17,658 respectively.
(7) SUBSEQUENT EVENTS
On June 28, 2013, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement with Michael Soo, M.D., the sole member of Kiron Clinical Sleep Lab, LLC, to purchase all outstanding membership and ownership interests of Kiron, and on July 1, 2013, completed such purchase.
Pursuant to the Agreement, the Company:
(a) Delivered $90,000 cash to Seller;
(b) Issued to Seller 727,434 shares of Vystar common stock, valued at $50,000 or $0.0688 per share; and
(c) Two percent (2%) of the gross receipts received by Kiron for a period of five (5) years.
In addition, the Company agreed to pay an additional $60,000 (the Adjustment Amount), $10,000 in cash and $50,000 in shares of Vystar common stock, in the event the audited financial results of Kiron for the year-end 2011, 2012, and the first six (6) months of 2013 are within two percent (2%) variability of the Statement of Revenues and Expenses provided by the Seller at closing for the periods referenced above. In the event the audited financial results are within three percent (3%) variability, fifty percent (50%) of the Adjustment Amount shall be paid to the Seller. As this calculation is subject to audit, managements current estimate is subject to change.
The completed audit of Kirons 2011 and 2012 financial statements showed financial results that exceeded the three percent (3%) variability allowed under the Agreement and thus the $60,000 Adjustment Amount was forfeited.
9
At closing, the Company and Seller also entered into an agreement (Contract) pursuant to which the Seller through his medical practice, Durham Neurology, PLLC, a wholly owned professional limited liability company would provide ongoing clinical and medical services to the Company and Kiron as Medical Director. The Seller subsequently dissolved Durham Neurology, PLLC leaving Kiron without a Medical Director. On March 10, 2014, Vystar and Kiron filed Civil Suit 74A-07997-1 IN THE SUPERIOR COURT OF GWINNETT COUNTY, STATE OF GEORGIA against Michael Soo, MD and Durham Neurology, PLLC for multiple breaches of the Agreement and Contract. Potential settlement discussions are currently taking place but there is no evidence that they will be successful. As such, the two percent (2%) of gross receipts for five (5) years that was included in the original consideration has also been forfeited. The Purchase Consideration was therefore adjusted to $140,000 and all initial Goodwill associated with the purchase was written-off.
On December 24, 2013, Vystar entered into an Independent Contractor Agreement with Jamila Randolph Battle, MD, a North Carolina physician and sleep specialist, to assume the role of Medical Director for Kiron on January 1, 2014. Dr. Battle received her undergraduate degree from Duke University and her medical degree from the University of North Carolina at Chapel Hill School of Medicine. She completed her family medicine residency at the University of Michigan, Ann Arbor. Upon completion of her training she returned to North Carolina where she practiced family medicine and served as a consulting associate at Duke Family Medicine. In 2010 she began formal training and education with The School of Sleep Medicine in Palo Alto, California and the Mayo Clinic in Rochester, MN. In 2012, she became Board Certified in Sleep Medicine.
10
Kiron Clinical Sleep Lab, LLC
Consolidated Balance Sheets
June 30,
(unaudited)
Assets |
|
|
|
|
|
| ||
|
| 2013 |
|
| 2012 |
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ | 20,476 |
|
| $ | 47,760 |
|
Accounts receivable, net |
|
| 41,593 |
|
|
| 7,943 |
|
Prepaid expenses |
|
| 6,183 |
|
|
| 6,003 |
|
Total current assets |
|
| 68,252 |
|
|
| 61,706 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
| 34,769 |
|
|
| 39,765 |
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | 103,021 |
|
| $ | 101,471 |
|
|
|
|
|
|
|
|
|
|
Liabilities and member's equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 27,189 |
|
| $ | 43,022 |
|
Compensation payable |
|
| 41,565 |
|
|
| 47,027 |
|
Deferred rent |
|
| 298 |
|
|
| 3,871 |
|
Payroll taxes withheld |
|
| - |
|
|
| 436 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
| 69,052 |
|
|
| 94,356 |
|
|
|
|
|
|
|
|
|
|
Member's equity: |
|
| 33,969 |
|
|
| 7,115 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and member's equity |
| $ | 103,021 |
|
| $ | 101,471 |
|
11
Kiron Clinical Sleep Lab, LLC
Consolidated Statements of Operations
(unaudited)
|
| 3 months ended June 30, |
|
| 6 months ended June 30, |
| ||||||||||
|
| 2013 |
|
| 2012 |
|
| 2013 |
|
| 2012 |
| ||||
Revenue |
| $ | 224,349 |
|
| $ | 219,454 |
|
| $ | 428,377 |
|
| $ | 441,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
| 74,267 |
|
|
| 58,480 |
|
|
| 136,866 |
|
|
| 119,184 |
|
Gross profit |
|
| 150,082 |
|
|
| 160,974 |
|
|
| 291,736 |
|
|
| 259,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
| 115,117 |
|
|
| 119,123 |
|
|
| 234,736 |
|
|
| 259,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
| 34,965 |
|
|
| 41,851 |
|
|
| 56,775 |
|
|
| 63,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members equity (deficit), beginning of period |
|
| 21,004 |
|
|
| 2,523 |
|
|
| 31,223 |
|
|
| 36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members contributions |
|
| - |
|
|
| 9,079 |
|
|
| - |
|
|
| 16,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members distributions |
|
| (22,000) |
|
|
| (46,338) |
|
|
| (54,029) |
|
|
| (72,440) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members equity, end of period |
| $ | 33,969 |
|
| $ | 7,115 |
|
| $ | 33,969 |
|
| $ | 7,115 |
|
12
Kiron Clinical Sleep Lab, LLC
Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(unaudited)
|
| 2013 |
|
| 2012 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income |
| $ | 56,775 |
|
| $ | 63,309 |
|
Adjustment to reconcile net loss to cash used in operating activities |
|
|
|
|
|
|
|
|
Depreciation |
|
| 3,019 |
|
|
| 3,110 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (24,998) |
|
|
| (357) |
|
Prepaid expenses |
|
| (6,183) |
|
|
| (175) |
|
Accounts payable |
|
| 2,622 |
|
|
| 6,620 |
|
Compensation payable |
|
| 10,887 |
|
|
| 2,596 |
|
Deferred rent |
|
| (1,787) |
|
|
| (1,787) |
|
Other current liabilities |
|
| (2,554) |
|
|
| 436 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
| 37,781 |
|
|
| 73,752 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
| (1,133) |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
| (1,133) |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Contributions from member |
|
| - |
|
|
| 16,210 |
|
Distributions to member |
|
| (54,029) |
|
|
| (72,440) |
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities |
|
| (54,029) |
|
|
| (56,230) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
| (17,381) |
|
|
| 17,522 |
|
|
|
|
|
|
|
|
|
|
Cash - beginning of period |
|
| 37,857 |
|
|
| 30,238 |
|
|
|
|
|
|
|
|
|
|
Cash - end of period |
| $ | 20,476 |
|
| $ | 47,760 |
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
| $ | 191 |
|
| $ | 230 |
|
See the accompanying notes to the consolidated financial statements.
13
Kiron Clinical Sleep Lab, LLC
Notes to Consolidated Financial Statements
June 30, 2013 and 2012
(1) NATURE OF BUSINESS
Kiron Clinical Sleep Lab, LLC (the Company) was founded in 1998, and operates as a limited liability company organized under the laws of the State of North Carolina. The Company is located in Durham, North Carolina with additional offices / facilities in Chapel Hill. Kiron provides diagnostic testing for sleep disorders including overnight polysomnogram studies, Continuous Positive Airway Pressure (CPAP) titrations, Maintenance of Wakefulness Tests (MWTs) and Multiple Sleep Latency Tests (MSLTs). Kiron is also an in-network provider of CPAP equipment and supplies for Blue Cross Blue Shield, United Healthcare, Wellpath and Medcost.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company maintains its records on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less.
Accounts Receivable
The Company extends credit to its customers based on the customer's ability to pay. An allowance for doubtful accounts is provided equal to the estimated losses that will be incurred in collection of all receivables. Estimated losses are based on a review of the current status of the receivables, historical collection experience, and managements evaluation of the effect of existing economic conditions. No allowance for doubtful accounts was recorded at December 31, 2012 or 2011. The Company does not normally require collateral for trade receivables.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided for using the straight-line method over the estimated lives of the related assets. Leasehold improvements are depreciated over the estimated useful life. Depreciation is based on the estimated useful lives as follows: machinery and equipment, 5 to
7 years; office furniture and fixtures, 5 to 7 years; vehicles, 5 years; leasehold improvements, 15 years; software, 3 years.
Fair Value of Financial Instruments
The Companys financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, and member advances. The carrying values of all the Companys financial instruments approximate fair value because of their short maturities. The Company currently has no lines-of-credit or equipment loans outstanding.
14
Sales Taxes
The Company collects sales taxes from customers on sales subject to the tax. The Companys accounting policy is to exclude the sales tax billed to and collected from customers from revenues and cost of sales and, instead, record the sales tax charged to customers as a liability, and remit those taxes to the appropriate state taxing authority when due.
Revenue Recognition
Revenue is attributable to fees for providing services, primarily sleep disorder testing, therapeutic titrations and clinical management. Most agreements include a fee per patient and type of study performed. The agreements may also include a fixed monthly fee for equipment. Fees associated with services are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Service fees are determined based on written price quotations or service agreements having stipulated terms and conditions that do not require management to make any significant judgments or assumptions regarding any potential uncertainties.
Cost of Revenue
Cost of revenue consists primarily of personnel and medical supplies costs incurred in the delivery of the service.
Income Taxes
The Company operates as a limited liability company (LLC). As such, the net income or loss from the Company
flows through to the members and they are taxed on their proportionate share of the LLCs taxable income. Therefore, no provision or liability for federal or state income taxes related to the LLC is included in these financial statements.
Tax benefits arising from an uncertain tax position can only be recognized for financial reporting purposes if, and to the extent that, the position is more likely than not to be sustained in an audit by the applicable taxing authority.
There were no material unrecognized tax benefits and related tax liabilities at December 31, 2012 and 2011. Penalties related to uncertain tax positions would be recorded as a component of general and administrative expenses. Interest relating to uncertain tax positions would be recorded as a component of interest expense. The Company is no longer subject to income tax examinations for calendar years prior to 2010.
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board and other standard setting entities that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
(3) SUBSEQUENT EVENTS
On June 28, 2013, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement with Michael Soo, M.D., the sole member of Kiron Clinical Sleep Lab, LLC, to purchase all outstanding membership and ownership interests of Kiron, and on July 1, 2013, completed such purchase.
Pursuant to the Agreement, the Company:
(a) Delivered $90,000 cash to Seller;
(b) Issued to Seller 727,434 shares of Vystar common stock, valued at $50,000 or $0.0688 per share; and
(c) Two percent (2%) of the gross receipts received by Kiron for a period of five (5) years.
In addition, the Company agreed to pay an additional $60,000 (the Adjustment Amount), $10,000 in cash and $50,000 in shares of Vystar common stock, in the event the audited financial results of Kiron for the year-end 2011, 2012, and the first six (6) months of 2013 are within two percent (2%) variability of the Statement of Revenues and Expenses provided by the Seller at closing for the periods referenced above. In the event the audited financial results are within three percent (3%) variability, fifty percent (50%) of the Adjustment Amount shall be paid to the Seller. As this calculation is subject to audit, managements current estimate is subject to change.
15
The completed audit of Kirons 2011 and 2012 financial statements showed financial results that exceeded the three percent (3%) variability allowed under the Agreement and thus the $60,000 Adjustment Amount was forfeited.
At closing, the Company and Seller also entered into an agreement (Contract) pursuant to which the Seller through his medical practice, Durham Neurology, PLLC, a wholly owned professional limited liability company would provide ongoing clinical and medical services to the Company and Kiron as Medical Director. The Seller subsequently dissolved Durham Neurology, PLLC leaving Kiron without a Medical Director. On March 10, 2014, Vystar and Kiron filed Civil Suit 74A-07997-1 IN THE SUPERIOR COURT OF GWINNETT COUNTY, STATE OF GEORGIA against Michael Soo, MD and Durham Neurology, PLLC for multiple breaches of the Agreement and Contract. Potential settlement discussions are currently taking place but there is no evidence that they will be successful. As such, the two percent (2%) of gross receipts for five (5) years that was included in the original consideration has also been forfeited. The Purchase Consideration was therefore adjusted to $140,000 and all initial Goodwill associated with the purchase was written-off.
On December 24, 2013, Vystar entered into an Independent Contractor Agreement with Jamila Randolph Battle, MD, a North Carolina physician and sleep specialist, to assume the role of Medical Director for Kiron on January 1, 2014. Dr. Battle received her undergraduate degree from Duke University and her medical degree from the University of North Carolina at Chapel Hill School of Medicine. She completed her family medicine residency at the University of Michigan, Ann Arbor. Upon completion of her training she returned to North Carolina where she practiced family medicine and served as a consulting associate at Duke Family Medicine. In 2010 she began formal training and education with The School of Sleep Medicine in Palo Alto, California and the Mayo Clinic in Rochester, MN. In 2012, she became Board Certified in Sleep Medicine.
16
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
On June 28, 2013, Vystar Corporation entered into an LLC Ownership Interest Purchase Agreement (the Agreement) with Dr. Michael Soo (Seller), the sole member of Kiron Clinical Sleep Lab, LLC, a North Carolina limited liability company (Kiron). Kiron is in the business of providing sleep disorder testing and clinical management to physicians offices and hospitals. Vystar purchased all outstanding membership and ownership interests of Kiron and on the same date completed such purchase (the Purchase). Pursuant to the Agreement, the Company:
(a) Delivered $90,000 cash to Seller;
(b) Issued to Seller 727,434 shares of Vystar common stock, valued at $50,000 or $0.0688 per share; and
(c) Agreed to pay two percent (2%) of the gross receipts received by Kiron for a period of five (5) years to Seller.
In addition, the Company agreed to pay an additional $60,000 (the Adjustment Amount), $10,000 in cash and $50,000 in shares of Vystar common stock, in the event the audited financial results of Kiron for the year-end 2011, 2012, and the first six (6) months of 2013 were within two percent (2%) variability of the Statement of Revenues and Expenses provided by the Seller at closing for the periods referenced above. In the event the audited financial results were within three percent (3%) variability, fifty percent (50%) of the Adjustment Amount would be paid to the Seller. As this calculation is subject to audit, managements current estimate is subject to change. The current estimate of the fair value of the contingent consideration is $0.
The completed audit of Kirons 2011 and 2012 financial statements showed financial results that exceeded the three percent (3%) variability allowed under the Agreement and thus the $60,000 Adjustment Amount was forfeited. At closing, the Company and Seller entered into an agreement (Contract) pursuant to which the Seller through his medical practice, Durham Neurology, PLLC, a wholly owned professional limited liability company would provide ongoing clinical and medical services to the Company and Kiron as Medical Director. The Seller subsequently dissolved Durham Neurology, PLLC leaving Kiron without a Medical Director. On March 10, 2014, Vystar and Kiron filed Civil Suit 74A-07997-1 IN THE SUPERIOR COURT OF GWINNETT COUNTY, STATE OF GEORGIA against Michael Soo, MD and Durham Neurology, PLLC for multiple breaches of the Agreement and Contract. Potential settlement discussions are currently taking place but there is no evidence that they will be successful. As such, the two percent (2%) of gross receipts for five (5) years that was included in the original consideration has also been forfeited. The Purchase Consideration was therefore adjusted to $140,000 and all initial Goodwill associated with the purchase was written-off.
On December 24, 2013, Vystar entered into an Independent Contractor Agreement with Jamila Randolph Battle, MD, a North Carolina physician and sleep specialist, to assume the role of Medical Director for Kiron on January 1, 2014. Dr. Battle received her undergraduate degree from Duke University and her medical degree from the University of North Carolina at Chapel Hill School of Medicine. She completed her family medicine residency at the University of Michigan, Ann Arbor. Upon completion of her training she returned to North Carolina where she practiced family medicine and served as a consulting associate at Duke Family Medicine. In 2010 she began formal training and education with The School of Sleep Medicine in Palo Alto, California and the Mayo Clinic in Rochester, MN. In 2012, she became Board Certified in Sleep Medicine.
The following unaudited pro forma combined financial statements reflect the acquisition of 100% of the membership interest of Kiron Clinical Sleep Lab, LLC using the acquisition method of accounting. The acquisition has been accounted for in conformity with Financial Accounting Standards Board (FASB) Accounting Standards Codification 805, Business Combinations (ASC 805). The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. The pro forma adjustments are preliminary and have been prepared to illustrate the estimated effect of the acquisition. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma combined financial statements and the combined companies future results of
1
operations and financial position. The unaudited pro forma combined financial statements do not purport to be indicative of the operating results or financial position that would have been achieved had the acquisition taken place on the date indicated or the results that may be obtained in the future.
The unaudited pro forma combined balance sheet as of June 30, 2013 is presented as if our acquisition of Kiron had occurred on June 30, 2013.
The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 2012 and for the six months ended June 30, 2013 illustrate the effect of the Kiron acquisition as if it had occurred on January 1, 2012 and includes the historical Vystar Corporation and Kiron unaudited statements of operations for those periods.
The historical consolidated financial statements have been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results of the companies. These unaudited pro forma condensed combined financial statements are prepared by management for informational purposes only in accordance with Article 8 of Securities and Exchange Commission Regulation S-X and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated operating results of Vystar Corporation. The unaudited pro forma combined financial statements do not reflect any operating efficiencies and/or cost savings that we may achieve, or any additional expenses or costs of integration that we may incur, with respect to the combined companies as such adjustments are not factually supportable at this point in time. The assumptions used to prepare the pro forma financial statements are contained in the notes to the unaudited pro forma combined financial statements, and such assumptions should be reviewed in their entirety.
The unaudited pro forma combined financial statements have been developed from, and should be read in conjunction with the historical audited consolidated financial statements for the year ended December 31, 2012 and notes thereto of Vystar Corporation contained in its Annual Report on Form 10-K which was filed on June 30, 2013.
2
VYSTAR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Combined Balance Sheets
June 30, 2013
|
| Historical Vystar Corporation |
|
| Historical Kiron, LLC |
|
| Pro forma Adjustments |
|
| Pro forma Combined |
| ||||
ASSETS | ||||||||||||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash |
|
| $ 209,145 |
|
|
| $ 20,476 |
|
|
| $ (90,000) | (A) |
|
| $ 139,621 |
|
Accounts receivable, net of allowance |
|
| 150,404 |
|
|
| 41,593 |
|
|
| - |
|
|
| 191,997 |
|
Inventory |
|
| 3,449 |
|
|
| - |
|
|
| - |
|
|
| 3,449 |
|
Prepaid expenses |
|
| 42,868 |
|
|
| 6,183 |
|
|
| - |
|
|
| 49,051 |
|
Other |
|
| 10,748 |
|
|
| - |
|
|
| - |
|
|
| 10,748 |
|
Total current assets |
|
| 416,614 |
|
|
| 68,252 |
|
|
| (90,000) |
|
|
| 394,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
| 183,988 |
|
|
| 34,769 |
|
|
| - |
|
|
| 218,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
| 226,476 |
|
|
|
|
|
|
| - |
|
|
| 226,476 |
|
Deposits |
|
| 4,421 |
|
|
|
|
|
|
| - |
|
|
| 4,421 |
|
Total assets |
|
| $ 831,499 |
|
|
| $ 103,021 |
|
|
| $ (90,000) |
|
|
| $ 844,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' deficit | ||||||||||||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
| $ 697,598 |
|
|
| $ 27,189 |
|
|
| $ - |
|
|
| $ 724,787 |
|
Accrued compensation |
|
| 165,370 |
|
|
| 41,565 |
|
|
| - |
|
|
| 206,935 |
|
Accrued expenses |
|
| 178,592 |
|
|
| 298 |
|
|
| 65,794 | (D) |
|
| 244,684 |
|
Related party line of credit |
|
| 1,499,875 |
|
|
| - |
|
|
| - |
|
|
| 1,499,875 |
|
Bank line of credit |
|
| 49,738 |
|
|
| - |
|
|
| - |
|
|
| 49,738 |
|
A/R financing facility |
|
| 8,502 |
|
|
| - |
|
|
| - |
|
|
| 8,502 |
|
Current portion of long term debt |
|
| 57,286 |
|
|
| - |
|
|
| - |
|
|
| 57,286 |
|
Total current liabilities |
|
| 2,656,961 |
|
|
| 69,052 |
|
|
| 65,794 |
|
|
| 2,791,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term debt, net of current portion |
|
| 735,432 |
|
|
| - |
|
|
| - |
|
|
| 735,432 |
|
Total liabilities |
|
| 3,392,393 |
|
|
| 69,052 |
|
|
| 65,794 |
|
|
| 3,527,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 15,000,000 shares authorized; 26,968 shares issued and outstanding on June 30, 2013 |
|
| 3 |
|
|
|
|
|
|
|
|
|
|
| 3 |
|
Common stock, $0.0001 par value, 50,000,000 shares authorized; 28,207,184 shares outstanding at June 30, 2013 |
|
| 2,821 |
|
|
| - |
|
|
| 73 | (B) |
|
| 2,894 |
|
Additional paid-in capital |
|
| 19,307,205 |
|
|
| - |
|
|
| 49,927 | (B) |
|
| 19,357,132 |
|
Deferred compensation |
|
| (15,000) |
|
|
| - |
|
|
| - |
|
|
| (15,000) |
|
Member's capital (deficit) |
|
|
|
|
|
| 33,969 |
|
|
| (33,969) | (C) |
|
| - |
|
Accumulated deficit |
|
| (21,855,923) |
|
|
| - |
|
|
| (171,825) |
|
|
| (22,027,748) |
|
Total stockholders' deficit |
|
| (2,560,894) |
|
|
| 33,969 |
|
|
| (155,794) |
|
|
| (2,682,719) |
|
Total liabilities and stockholders' deficit |
|
| $ 831,499 |
|
|
| $ 103,021 |
|
|
| $ (90,000) |
|
|
| $ 844,520 |
|
The accompanying notes are an integral part of these financial statements.
3
VYSTAR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Combined Statement of Operations
For the Six Months Ended June 30, 2013
|
| Historical Vystar Corporation |
|
| Historical Kiron, LLC |
|
| Pro Forma Adjustments |
|
| Pro Forma Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues, net |
|
| 534,451 |
|
|
| 428,377 |
|
|
| - |
|
|
| 962,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
| 411,279 |
|
|
| 136,866 |
|
|
| 65,794 | (D) |
|
| 613,939 |
|
Gross profit |
|
| 123,172 |
|
|
| 291,511 |
|
|
| (65,794) |
|
|
| 348,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| 135,331 |
|
|
| - |
|
|
| - |
|
|
| 135,331 |
|
General and administrative |
|
| 1,108,431 |
|
|
| 234,736 |
|
|
| - |
|
|
| 1,343,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
| 19,634 |
|
|
| - |
|
|
| - |
|
|
| 19,634 |
|
Total operating expenses |
|
| 1,263,396 |
|
|
| 234,736 |
|
|
| - |
|
|
| 1,498,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) from operations |
|
| (1,140,224) |
|
|
| 56,775 |
|
|
| (65,794) |
|
|
| (1,149,243) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
| 2,440 |
|
|
| - |
|
|
| - |
|
|
| 2,440 |
|
Interest income |
|
| 6,541 |
|
|
| - |
|
|
| - |
|
|
| 6,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| (319,133) |
|
|
| - |
|
|
| - |
|
|
| (319,133) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit/(loss) |
|
| (1,450,376) |
|
|
| 56,775 |
|
|
| (65,794) |
|
|
| (1,459,395) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
| (0.06) |
|
|
|
|
|
|
| - |
|
|
| (0.06) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of common shares outstanding |
|
| 24,822,740 |
|
|
|
|
|
|
| 727,434 | (B) |
|
| 25,550,174 |
|
The accompanying notes are an integral part of these financial statements.
4
VYSTAR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2012
|
| Historical Vystar Corporation |
|
| Historical Kiron, LLC |
|
| Pro Forma Adjustments |
|
| Pro Forma Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues, net |
|
| 540,168 |
|
|
| 885,358 |
|
|
| - |
|
|
| 1,425,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
| 440,100 |
|
|
| 263,642 |
|
|
| 134,088 | (E) |
|
| 837,830 |
|
Gross profit |
|
| 100,068 |
|
|
| 621,716 |
|
|
| (134,088) |
|
|
| 587,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| 409,963 |
|
|
| - |
|
|
| - |
|
|
| 409,963 |
|
General and administrative |
|
| 1,665,918 |
|
|
| 462,012 |
|
|
| - |
|
|
| 2,127,930 |
|
Research and development |
|
| 36,969 |
|
|
| - |
|
|
| - |
|
|
| 36,969 |
|
Goodwill impairment |
|
| 87,000 |
|
|
| - |
|
|
| - |
|
|
| 87,000 |
|
Total operating expenses |
|
| 2,199,850 |
|
|
| 462,012 |
|
|
| - |
|
|
| 2,661,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) from operations |
|
| (2,099,782) |
|
|
| 159,704 |
|
|
| (134,088) |
|
|
| (2,074,166) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 526 |
|
|
| - |
|
|
| - |
|
|
| 526 |
|
Other income |
|
| 5,250 |
|
|
| - |
|
|
| - |
|
|
| 5,250 |
|
Interest expense |
|
| (650,298) |
|
|
| - |
|
|
| - |
|
|
| (650,298) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
| (2,744,304) |
|
|
| 159,704 |
|
|
| (134,088) |
|
|
| (2,718,688) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Share |
|
| (0.13) |
|
|
|
|
|
|
|
|
|
|
| (0.13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Weighted Average Number of Common shares outstanding |
|
| 20,445,512 |
|
|
|
|
|
|
| 727,434 | (B) |
|
| 21,172,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
5
KIRON CLINICAL SLEEP LAB, LLC
Notes to Unaudited Pro Forma Combined Financial Statements
1. Background and Basis of Pro Forma Presentation
On June 28, 2013, Vystar Corporation (Vystar or the Company) acquired the outstanding equity interests in Kiron, LLC, (Kiron), which provides sleep disorder testing and clinical management to physicians offices and hospitals.
The unaudited pro forma combined financial information was prepared based on the historical financial statements of Vystar and Kiron.
Our acquisition has been accounted for in conformity with ASC 805 and uses the fair value concepts defined in Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820-10). ASC 805 requires, among other things, that most assets acquired and liabilities assumed in an acquisition be recognized at their fair values as of the acquisition date and requires that fair value be measured based on the principles in ASC 820-10. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.
2.
Purchase Price Allocation
The acquisition was accounted for as a business combination as defined by FASB Topic 805 Business Combinations. As of the date of this filing, the purchase price allocation and valuation has not been finalized, and is subject to change.
Value of 727,434 shares issued at $0.0688 per share |
|
| 50,000 |
|
Cash paid at closing |
|
| 90,000 |
|
Total consideration |
|
| 140,000 |
|
|
|
|
|
|
Assets purchased: |
|
|
|
|
Tangible assets: |
|
|
|
|
Debt-free working capital |
|
| (800) |
|
Fixed assets and equipment |
|
| 34,769 |
|
Subtotal |
|
| 33,969 |
|
|
|
|
|
|
Goodwill |
|
| 106,031 |
|
Write-off of Goodwill |
|
| (106,031) |
|
Total assets purchased |
|
| 33,969 |
|
|
|
|
|
|
Net assets acquired |
|
| 33,969 |
|
3.
Pro Forma Financial Statement Adjustments
The following pro forma adjustments are included in the Companys unaudited pro forma combined financial statements:
(A)
Cash paid at closing
(B)
To record the 727,434 shares of Vystar common stock, valued at $50,000 or $0.0688 per share, issued to Seller.
(C)
To eliminate Kiron members equity.
(D)
To record Medical Director Fee Expense of $64,600 and Medical Insurance Billing Software of $1,194 for the six month period ending June 30, 2013.
(E)
To record Medical Director Fee of $131,700 and Medical Insurance Billing Software of $2,388 for the twelve month period ending December 31, 2012.
6