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19. Pro Forma Financials for Acquisition of Canterbury and Hygeia | 12 Months Ended
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Dec. 31, 2013
Pro Forma Financials For Acquisition Of Canterbury And Hygeia |
NOTE 19 - Pro Forma Financials for Acquisition of Canterbury and Hygeia | Effective September 30, 2013, the Company entered into a Merger Agreement with Canterbury Acquisition LLC, a wholly owned subsidiary of the Company, Hygeia Acquisition, Inc., a wholly-owned subsidiary of the Company, Canterbury, Hygeia and Yael Schwartz, Ph.D., as Holder Representative, pursuant to which the Company acquired all of the capital stock of Canterbury and Hygeia with Canterbury and Hygeia becoming wholly-owned subsidiaries of the Company. The Mergers were closed on November 18, 2013 and 1,150,115 shares were issued to the stakeholders of Canterbury and Hygeia. The Mergers are subject to rescission if RestorGenex has not raised $7.5 million or more in gross financing proceeds by April 30, 2014. The Company has consolidated the balance sheets of Canterbury and Hygeia as of December 31, 2013. If the Mergers had occurred on January 1, 2012, the combined statement of operations for the year ended December 31, 2013 would be as follows: RestorGenex Corporation, Canterbury and Hygeia Pro Forma Income Statements For the Year Ended December 31, 2013
|  | Year Ended December 31, 2013 (a) |  |  |  |
|  |  |  |  | Pro Forma |  |  |  |  |  |  |
|  |  |  |  |  | Adjustments |  |  | Other |  |  |  |  |
|  |  |  |  |  | for Canterbury |  |  | Pro Forma |  |  | Pro Forma |
|  | RestorGenex |  |  | and Hygeia (b) |  |  | Adjustments |  |  | Combined |
|  | (Audited) |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 71,667 |  |  | $ | 127,167 |  |  | $ | – |  |  | $ | 198,834 |
Cost of revenues |  |  | – |  |  |  | 89,387 |  |  |  | – |  |  |  | 89,387 |
Gross profit |  |  | 71,667 |  |  |  | 37,780 |  |  |  | – |  |  |  | 109,447 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General, administrative, research and development |  |  | 2,008,118 |  |  |  | 265,260 |  |  |  | 503,732 | (c) |  |  | 2,777,110 |
Impairment of intangible assets |  |  | 1,935,621 |  |  |  | – |  |  |  | – |  |  |  | 1,935,621 |
Warrants, options and stock |  |  | 4,228,317 |  |  |  | – |  |  |  | – |  |  |  | 4,228,317 |
Fair value of common stock exchanged for warrants |  |  | 3,069,792 |  |  |  | – |  |  |  | – |  |  |  | 3,069,792 |
Legal and professional services |  |  | 1,071,392 |  |  |  | 326,646 |  |  |  | – |  |  |  | 1,398,038 |
Depreciation and amortization |  |  | 675,757 |  |  |  | 14,781 |  |  |  | 659,958 | (d) |  |  | 1,350,496 |
Total operating expenses |  |  | 12,988,997 |  |  |  | 606,687 |  |  |  | 1,163,690 |  |  |  | 14,759,374 |
Loss from operations |  |  | (12,917,330 | ) |  |  | (568,907 | ) |  |  | (1,163,690 | ) |  |  | (14,649,927 | )
Other (income)/expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Gain)/loss on adjustments to fair value of derivative liability |  |  | (8,980,077 | ) |  |  | – |  |  |  | – |  |  |  | (8,980,077 | )
Gain on extinguishment of derivative liability |  |  | (1,183,093 | ) |  |  | – |  |  |  | – |  |  |  | (1,183,093 | )
Other (income)/expenses |  |  | (524,505 | ) |  |  | – |  |  |  | – |  |  |  | (524,505 | )
Interest expense |  |  | 228,294 |  |  |  | 20,267 |  |  |  | – |  |  |  | 248,561 |
Total other (income)/expenses |  |  | (10,459,381 | ) |  |  | 20,267 |  |  |  | – |  |  |  | (10,439,114 | )
Net loss |  |  | (2,457,949 | ) |  |  | (589,174 | ) |  |  | (1,163,690 | ) |  |  | (4,210,813 | )
Net loss attributed to non-controlling interests |  |  | (6,401 | ) |  |  | – |  |  |  | – |  |  |  | (6,401 | )
Net loss attributed to RestorGenex Corporation |  |  | (2,464,350 | ) |  |  | (589,174 | ) |  |  | (1,163,690 | ) |  |  | (4,217,214 | )
Preferred dividends |  |  | 171,625 |  |  |  | – |  |  |  | – |  |  |  | 171,625 |
Net income/(loNet income/(loss) attributable to RestorGenexss) attributable to RestorGenex Corporation common shareholders |  | $ | (2,635,975 | ) |  | $ | (589,174 | ) |  | $ | (1,163,690 | ) |  | $ | (4,388,839 | )
Basic and diluted earnings per share |  | $ | (1.00 | ) |  |  |  |  |  |  |  |  |  | $ | (1.20 | )
Basic and fully-diluted weighted average shares outstanding |  |  | 2,646,603 |  |  |  |  |  |  |  | 1,014,623 | (e) |  |  | 3,661,226 |
(a) |  | Assumes the mergers with Canterbury and Hygeia occurred on January 1, 2012.
(b) |  | Results of operations from January 1, 2013 to November 18, 2013, when the mergers were closed.
(c) |  | Impact of employment agreements from January 1, 2013 to November 18, 2013.
(d) |  | Impact of amortization of intangible assets from January 1, 2013 to November 18, 2013.
(e) |  | Impact on weighted average shares if the 1,150,116 shares issued for the mergers were outstanding for the full year.
If the Mergers had occurred on January 1, 2012, the combined statement of operations for the year ended December 31, 2012 would be as follows: RestorGenex Corporation, Canterbury and Hygeia Pro Forma Income Statements For the Year Ended December 31, 2012
|  | Year Ended December 31, 2012 (a) |  |  |  |
|  |  |  |  |  |  |  | Other |  |  |  |
|  |  |  |  | Canterbury |  |  | Pro Forma |  |  | Pro Forma |
|  | RestorGenex |  |  | and Hygeia |  |  | Adjustments |  |  | Combined |
|  | (Audited) |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 374,542 |  |  | $ | 246,731 |  |  | $ | – |  |  | $ | 621,273 |
Cost of revenues |  |  | 235,803 |  |  |  | 123,374 |  |  |  | – |  |  |  | 359,177 |
Gross profit |  |  | 138,739 |  |  |  | 123,357 |  |  |  | – |  |  |  | 262,096 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General, administrative, research and development |  |  | 4,570,161 |  |  |  | 324,261 |  |  |  | 503,732 | (b) |  |  | 5,398,154 |
Impairment of intangible assets |  |  | 1,423,844 |  |  |  | – |  |  |  | – |  |  |  | 1,423,844 |
Warrants, options and stock |  |  | 3,643,662 |  |  |  | – |  |  |  | – |  |  |  | 3,643,662 |
Legal and professional services |  |  | 2,128,898 |  |  |  | 77,965 |  |  |  | – |  |  |  | 2,206,863 |
Depreciation and amortization |  |  | 164,043 |  |  |  | 17,196 |  |  |  | 747,276 | (c) |  |  | 928,515 |
Total operating expenses |  |  | 11,930,608 |  |  |  | 419,422 |  |  |  | 1,251,008 |  |  |  | 13,601,038 |
Loss from operations |  |  | (11,791,869 | ) |  |  | (296,065 | ) |  |  | (1,251,008 | ) |  |  | (13,338,942 | )
Other (income)/expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fair value of derivative liabilities in excess of proceeds |  |  | 408,501 |  |  |  |  |  |  |  |  |  |  |  |  |
(Gain)/loss on adjustments to fair value of derivative liability |  |  | (6,907,748 | ) |  |  | – |  |  |  | – |  |  |  | (6,907,748 | )
Other (income)/expenses |  |  | 379,188 |  |  |  | – |  |  |  | – |  |  |  | 379,188 |
Present value of remaining lease payments for facilities no longer occupied |  |  | 1,010,111 |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 167,894 |  |  |  | – |  |  |  | – |  |  |  | 167,894 |
Total other (income)/expenses |  |  | (4,942,054 | ) |  |  | – |  |  |  | – |  |  |  | (6,360,666 | )
Net loss |  |  | (6,849,815 | ) |  |  | (296,065 | ) |  |  | (1,251,008 | ) |  |  | (6,978,276 | )
Net loss attributed to non-controlling interests |  |  | (19,079 | ) |  |  | – |  |  |  | – |  |  |  | (19,079 | )
Net loss attributed to RestorGenex Corporation |  |  | (6,868,894 | ) |  |  | (296,065 | ) |  |  | (1,251,008 | ) |  |  | (6,997,355 | )
Preferred dividends |  |  | 497,167 |  |  |  | – |  |  |  | – |  |  |  | 497,167 |
Net income/(loss) attributable to RestorGenex Corporation common shareholders |  | $ | (7,366,061 | ) |  | $ | (296,065 | ) |  | $ | (1,251,008 | ) |  | $ | (7,494,522 | )
Basic and diluted earnings per share |  | $ | (8.16 | ) |  |  |  |  |  |  |  |  |  | $ | (3.65 | )
Basic and fully-diluted weighted average shares outstanding |  |  | 903,139 |  |  |  |  |  |  |  | 1,150,116 | (d) |  |  | 2,053,255 |
Fully-diluted weighted average shares outstanding |  |  | 1,121,987 |  |  |  |  |  |  |  | 1,150,116 | (d) |  |  | 2,272,103 |
(a) |  | Assumes the mergers with Canterbury and Hygeia occurred on January 1, 2012.
(b) |  | Impact of employment agreements for the full year.
(c) |  | Impact of amortization of intangible assets for the full year.
(d) |  | Impact on weighted average shares if the 1,150,116 shares issued for the mergers were outstanding for the full year.

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