Exhibit 99.2
Audited Pro Forma Condensed Financial Statements of the Company, after giving effect to the acquisition of Yowza for the fiscal year ended December 31, 2012.
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Spindle, Inc. |
Pro-Forma Consolidated Statement of Operations |
(Unaudited) |
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| | Spindle, Inc. | | Y Dissolution, Inc. | | | | |
| | (Nevada Corp) | | (Delaware Corp) | | | | |
| | For the year ended | | For the year ended | | Pro-Forma | | Pro-Forma |
| | December 31, 2012 | | December 31, 2012 | | Adjustments | | Consolidated |
Revenue | | $ | 83,412 | | $ | 185,178 | | $ | - | | $ | 268,590 |
Cost of sales | | | 19,701 | | | 33,029 | | | | | | 52,730 |
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Gross profit | | | 63,711 | | | 152,149 | | | - | | | 215,860 |
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Operating expenses: | | | | | | | | | | | | |
General and administrative | | | 168,236 | | | 142,591 | | | - | | | 310,827 |
Promotional and marketing | | | 84,641 | | | 87,622 | | | - | | | 172,263 |
Consulting | | | 492,410 | | | 300,680 | | | - | | | 793,090 |
Salaries, wages and benefits | | | 964,742 | | | 733,499 | | | - | | | 1,698,241 |
Professional fees | | | 588,910 | | | 58,355 | | | - | | | 647,265 |
Travel | | | 73,674 | | | 33,517 | | | - | | | 107,191 |
Total expenses | | | 2,372,613 | | | 1,356,264 | | | - | | | 3,728,877 |
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Net operating loss | | | (2,308,902) | | | (1,204,115) | | | - | | | (3,513,017) |
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Other expense: | | | (11,459) | | | (15,245) | | | | - | | (26,704) |
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Net loss | | $ | (2,320,361) | | $ | (1,219,360) | | $ | - | | $ | (3,539,721) |
SPINDLE, INC.
(NEVADA CORPORATION)
AND Y DISSOLUTION, INC.
(DELWARE CORPORATION)
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION FOR PRO-FORMA FINANCIAL STATEMENTS
On January 3, 2014, Spindle, Inc. (“Spindle”) completed its acquisition of substantially all of the assets (the “Assets”) of Y Dissolution, Inc., a Delaware corporation (formerly known as Y Dissolution, Inc.) (“Yowza”), used in connection with the business of providing retail coupons through a mobile application pursuant to an Asset Purchase Agreement, dated December 10, 2013, by and between Spindle and Yowza (the “Agreement”) in exchange for $500,000 and the Closing Share Consideration (defined below). As consideration for the acquisition of assets and assumption of liabilities, the shareholders’ of Yowza received an aggregate of 1,642,000 shares of common stock of Spindle, of which 197,052 shares are being held in escrow for a period of one year from the closing date for the purposes of satisfying any indemnification claims.
Upon the closing of the share exchange with SPDL and Yowza, there will be no change in control and no change in the business of SPDL. The acquisition will be treated as a purchase and recorded at fair value.
The audited pro-forma condensed consolidated financial statements have been developed from the audited records of SPDL as of December 31, 2012 and the year then ended and the audited records of Yowza as of December 31, 2012 and the year then ended.
The audited pro-forma condensed consolidated statement of operations is based upon the historical financial statements of SPDL and Yowza, after giving effect to the acquisition. The audited pro-forma condensed consolidated statement of operations is presented as if the acquisition had occurred at the beginning of the period.
