Exhibit 99.3
LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On March 23, 2017, AP Event Inc. (“AP” or the “Registrant”) consummated an Agreement and Plan of Merger (the “Merger Agreement”) with LB Media Group, LLC a Colorado limited liability Company (“LB Media”), August Petrov (the principal stockholder of AP), and LB Acquisition Corp., a Colorado corporation a wholly-owned subsidiary of AP (“Acquisition”) whereby Acquisition was merged with and into LB Media (the “Merger”) in consideration for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split shares of the Registrant’s Common Stock (the “Merger Shares”); and 324,327 pre-split shares of the Registrant’s Series A Preferred Stock, par value $0.001 per share (the “Series A Shares,” and collectively with the Merger Shares, the “Merger Consideration”). Pursuant to the terms of the Merger Agreement, LB Media agreed to retire 5,000,000 shares of Common Stock of the Registrant held immediately prior to the Merger.
As a result of the Merger, LB Media became a wholly-owned subsidiary of the Registrant, and following the consummation of the Merger and giving effect to the securities sold in the Offering, the members of LB Media will beneficially own approximately fifty-five (55%) of the issued and outstanding Common Stock of the Registrant. The Merger Agreement contains customary representations, warranties and covenants of the Registrant and LB Media for like transactions.
As a result of the reorganization and name changed discussed later, Leafbuyer Technologies, Inc. (“Leafbuyer”) became the publicly quoted parent holding company with LB Media becoming a wholly-owned subsidiary of Leafbuyer. Upon consummation of the Agreement, Leafbuyer common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Leafbuyer is the successor issuer to AP.
The pro forma financial statements as of December 31, 2016, for the six months ended December 31, 2016, and for the year ended June 30, 2016, have been prepared based on certain pro forma adjustments to our historical financial statements set forth in the Annual Report of the Registrant on Form 10-K for the year ended June 30, 2016, and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as filed with the Securities and Exchange Commission, and are qualified in their entirety by reference to such historical financial statements and related notes contained in those reports. The historical financial statements for LB Media Group, LLC were derived from audited financial statements for the year ended December 31, 2016, included as Exhibit 99.2 to this Current Report on Form 8-K. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto.
The unaudited pro forma condensed combined balance sheet has been prepared as if the transaction had occurred as of December 31, 2016. The unaudited pro forma condensed combined statements of operations have been prepared as if this transaction had occurred on July 1, 2015.
These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed at the dates indicated or what would be any future periods.
LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 2016
| | | Leafbuyer Technologies | | | LB Media Group LLC (a) | | | Pro Forma Adjustments | | | Leafbuyer Technologies Pro Forma | |
| Assets | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 11,798 | | | $ | 63,011 | | | $ | -- | | | $ | 74,809 | |
| Prepaid expenses | | | -- | | | | 14,915 | | | | -- | | | | 14,915 | |
| Total current assets | | | 11,798 | | | | 77,926 | | | | -- | | | | 89,724 | |
| | | | | | | | | | | | | | | | | |
| Non-current assets: | | | | | | | | | | | | | | | | |
| Property and equipment | | | 1,491 | | | | -- | | | | -- | | | | 1,491 | |
| | | | | | | | | | | | | | | | | |
| Total assets | | $ | 13,289 | | | $ | 77,926 | | | $ | -- | | | $ | 91,215 | |
| | | | | | | | | | | | | | | | | |
| Liabilities and Equity | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | -- | | | $ | 45,129 | | | $ | -- | | | $ | 45,129 | |
| Accrued liabilities | | | -- | | | | 8,698 | | | | -- | | | | 8,698 | |
| Deferred revenue | | | -- | | | | 41,899 | | | | -- | | | | 41,899 | |
| Notes payable | | | 3,617 | | | | -- | | | | -- | | | | 3,617 | |
| Total current liabilities | | | 3,617 | | | | 95,726 | | | | -- | | | | 99,343 | |
| | | | | | | | | | | | | | | | | |
| Equity: | | | | | | | | | | | | | | | | |
| Common Stock | | | 6,280 | | | | -- | | | | (2,172 | ) (b) | | | 4,108 | |
| Preferred Stock | | | -- | | | | -- | | | | 351 | (b) | | | 351 | |
| Additional paid in capital | | | 24,320 | | | | -- | | | | 851,821 | (b) | | | 851,821 | |
| | | | | | | | | | | | (24,320 | ) (b) | | | | |
| Accumulated deficit | | | (20,928 | ) | | | -- | | | | 20,928 | (b) | | | (864,408 | ) |
| | | | | | | | | | | | (864,408 | ) (b) | | | | |
| Members’ deficit | | | -- | | | | (17,800 | ) | | | 17,800 | (b) | | | -- | |
| Total equity | | | 9,672 | | | | (17,800 | ) | | | -- | | | | (8,128 | ) |
| | | | | | | | | | | | | | | | | |
| Total liabilities and equity | | $ | 13,289 | | | $ | 77,926 | | | $ | -- | | | $ | 91,215 | |
See accompanying notes to unaudited pro forma condensed combined financial statements.
LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Six months ended December 31, 2016
| | | Leafbuyer Technologies | | | LB Media Group LLC (a) | | | Pro Forma Adjustments | | | Leafbuyer Technologies Pro Forma | |
| Revenue | | $ | -- | | | $ | 483,654 | | | $ | -- | | | $ | 483,654 | |
| Cost of revenue | | | -- | | | | -- | | | | -- | | | | -- | |
| Gross profit | | | -- | | | | 483,654 | | | | -- | | | | 483,654 | |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Personnel | | | -- | | | | 240,155 | | | | -- | | | | 240,155 | |
| Advertising | | | -- | | | | 70,429 | | | | -- | | | | 70,429 | |
| Information technology | | | -- | | | | 35,257 | | | | -- | | | | 35,257 | |
| General and administrative | | | 6,256 | | | | 65,754 | | | | -- | | | | 72,010 | |
| Total operating expenses | | | 6,256 | | | | 411,595 | | | | -- | | | | 417,851 | |
| | | | | | | | | | | | | | | | | |
| Gain (loss) from operations | | | (6,256 | ) | | | 72,059 | | | | -- | | | | 65,803 | |
| | | | | | | | | | | | | | | | | |
| Other income (expense) | | | -- | | | | 1,438 | | | | -- | | | | 1,438 | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (6,256 | ) | | $ | 73,497 | | | $ | -- | | | $ | 67,241 | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) per share | | | | | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | | | | | | | | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | |
| Shares outstanding | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 58,090,000 | | | | | | | | | | | | 38,000,000 | |
See accompanying notes to unaudited pro forma condensed combined financial statements.
LEAFBUYER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year ended June 30, 2016
| | | Leafbuyer Technologies | | | LB Media Group LLC (a) | | | Pro Forma Adjustments | | | Leafbuyer Technologies Pro Forma | |
| Revenue | | $ | 8,500 | | | $ | 552,924 | | | $ | -- | | | $ | 561,424 | |
| Cost of revenue | | | -- | | | | -- | | | | -- | | | | -- | |
| Gross profit | | | 8,500 | | | | 552,924 | | | | -- | | | | 561,424 | |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Personnel | | | -- | | | | 273,237 | | | | -- | | | | 273,237 | |
| Advertising | | | -- | | | | 64,255 | | | | -- | | | | 64,255 | |
| Information technology | | | -- | | | | 43,796 | | | | -- | | | | 43,796 | |
| General and administrative | | | 18,565 | | | | 126,949 | | | | -- | | | | 145,514 | |
| Total operating expenses | | | 18,565 | | | | 508,237 | | | | -- | | | | 526,802 | |
| | | | | | | | | | | | | | | | | |
| Gain (loss) from operations | | | (10,065 | ) | | | 44,687 | | | | -- | | | | 34,622 | |
| | | | | | | | | | | | | | | | | |
| Other income (expense) | | | -- | | | | -- | | | | -- | | | | -- | |
| | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (10,065 | ) | | $ | 44,687 | | | $ | -- | | | $ | 34,622 | |
| | | | | | | | | | | | | | | | | |
| Net income (loss per share) | | | | | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | | | | | | | | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | |
| Shares outstanding | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 50,814,178 | | | | | | | | | | | | 38,000,000 | |
See accompanying notes to unaudited pro forma condensed combined financial statements.
Note 1. Basis of Presentation
The historical financial information is derived from our historical financial statements and the historical financial statements of LB Media Group, LLC. The pro forma adjustments have been prepared as if the transaction occurred on December 31, 2016, for the balance sheet, and on July 1, 2015, for the statements of operations.
The pro forma combined financial statements reflect the following the acquisition of 100% of the member interest in LB Media Group, LLC in exchange for: cash in the amount of Six Hundred Thousand Dollars ($600,000); 2,351,355 newly-issued, pre-split Merger Shares; and 324,327 pre-split Series A Shares.
Note 2. Pro Forma Adjustments and Assumptions
| (a) | Reflects 100% of the assets, liabilities, income and expenses of LB Media Group, LLC. |
| (b) | Reflects 1) 2,351,355 newly-issued, pre-split Merger Shares; and 324,327 pre-split Series A Shares; 2 ) the retirement of 5,000,000 pre-split shares of Common Stock of the Registrant held immediately prior to the Merger; 3) the sale of 476,092 new pre-split shares of the Company’s Common Stock in the amount of $600,000 as well as 27,027 new pre-split Series B Shares in the amount of $250,000 prior to the closing of the Merger Agreement; and 4) removing the Registrants’ accumulated deficit and adjusting equity for the recapitalization. |
Note 3. Net Income Per Share
The following table illustrates our calculation of pro forma net income per share:
| | | Six months ended December 31, 2016 | | | Year ended June 30, 2016 | |
| Pro forma net income | | $ | 67,241 | | | $ | 34,622 | |
| | | | | | | | | |
| Weighted-average shares outstanding: | | | | | | | | |
| Pro forma shares | | | 38,000,000 | | | | 38,000,000 | |
| | | | | | | | | |
| Net income per share | | | | | | | | |
| Basic and diluted | | $ | 0.00 | | | $ | 0.00 | |
