Attached files
file | filename |
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EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - Freeze Tag, Inc. | frzt_ex992.htm |
EX-99.1 - AUDITED FINANCIAL STATEMENTS - Freeze Tag, Inc. | frzt_ex991.htm |
8-K/A - FORM 8-K/A - Freeze Tag, Inc. | frzt_8ka.htm |
EXHIBIT 99.3
INDEX TO PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Combined Financial Information
of Munzee, Inc. and Freeze Tag, Inc.
1 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined balance sheet presents the historical balance sheets of Munzee, Inc. (“Munzee”) and Freeze Tag, Inc. (“Freeze Tag”) as of September 30, 2017 and accounts for the merger of Munzee and Freeze Tag as a reverse merger transaction, with Munzee as the accounting acquirer giving effect to the transaction as if it had occurred as of September 30, 2017. On July 26, 2017, Munzee entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Freeze Tag, which closed on October 18, 2017. At closing, in accordance with the Merger Agreement, Munzee merged with and into Freeze Tag, with Freeze Tag being the surviving corporation.
The Munzee balance sheet information was derived from its unaudited balance sheet as of September 30, 2017. The Freeze Tag balance sheet information was derived from its unaudited balance sheet as of September 30, 2017 included in its quarterly report on Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on November 14, 2017.
The unaudited pro forma condensed combined statements of operations are based on the historical statements of Munzee and Freeze Tag and combine the results of operations of Munzee and Freeze Tag for the year ended December 31, 2016 and the nine months ended September 30, 2017, giving effect to the transaction as if it occurred on January 1, 2016, and reflecting the pro forma adjustments expected to have a continuing impact on the combined results.
The historical results of operations of Munzee were derived from its unaudited statement of operations for the nine months ended September 30, 2017 and its audited statement of operations for the year ended December 31, 2016 that are included in this Form 8-K. The historical results of operations for Freeze Tag were derived from its unaudited statement of operations for the nine months ended September 30, 2017 included in its quarterly report on Form 10-Q that was filed with the SEC on November 14, 2017 and its audited statement of operations for the year ended December 31, 2016 included in its annual report on Form 10-K that was filed with the SEC on March 31, 2017.
The unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have actually been obtained had the reverse acquisition been completed on the assumed dates or for the periods presented, or that may be realized in the future. Furthermore, while the pro forma financial information reflects transaction costs incurred with the merger of Munzee with and into Freeze Tag on October 18, 2017, the pro forma financial information does not reflect the impact of any reorganization or restructuring expenses or operating efficiencies resulting from the transaction. The unaudited pro forma condensed combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements referred to above.
2 |
Table of Contents |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF SEPTEMBER 30, 2017
|
|
Munzee |
|
|
Freeze Tag |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
ASSETS | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash |
|
$ | 189,582 |
|
|
$ | 31,367 |
|
|
$ | - |
|
|
$ | 220,949 |
|
Accounts receivable |
|
|
3,469 |
|
|
|
7,693 |
|
|
|
- |
|
|
|
11,162 |
|
Prepaid expenses and other current assets |
|
|
46,626 |
|
|
|
4,402 |
|
|
|
- |
|
|
|
51,028 |
|
Total current assets |
|
|
239,677 |
|
|
|
43,462 |
|
|
|
- |
|
|
|
283,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
8,391 |
|
|
|
- |
|
|
|
- |
|
|
|
8,391 |
|
Intangible assets, net |
|
|
- |
|
|
|
- |
|
|
391,800 |
{b} |
|
|
391,800 |
| |
Goodwill |
|
|
- |
|
|
|
- |
|
|
7,082,607 |
{b} |
|
|
7,082,607 |
| |
Other assets – deposits |
|
|
15,000 |
|
|
|
38 |
|
|
|
- |
|
|
|
15,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ | 263,068 |
|
|
$ | 43,500 |
|
|
$ | 7,474,407 |
|
|
$ | 7,780,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ | 2,987 |
|
|
$ | 126,499 |
|
|
$ | - |
|
|
$ | 129,486 |
|
Accrued expenses |
|
|
43,025 |
|
|
|
517,904 |
|
|
|
- |
|
|
|
560,929 |
|
Accrued interest payable – related party |
|
|
- |
|
|
|
321,262 |
|
|
|
- |
|
|
|
321,262 |
|
Accrued interest payable |
|
|
- |
|
|
|
534,737 |
|
|
|
- |
|
|
|
534,737 |
|
Unearned royalties |
|
|
- |
|
|
|
127,187 |
|
|
|
- |
|
|
|
127,187 |
|
Notes payable |
|
|
- |
|
|
|
58,096 |
|
|
|
- |
|
|
|
58,096 |
|
Convertible notes payable – related party |
|
|
- |
|
|
|
1,447,041 |
|
|
|
- |
|
|
|
1,447,041 |
|
Convertible notes payable, net of discount |
|
|
- |
|
|
|
2,359,014 |
|
|
|
- |
|
|
|
2,359,014 |
|
Derivative liabilities |
|
|
- |
|
|
|
4,005,735 |
|
|
|
- |
|
|
|
4,005,735 |
|
Total current liabilities |
|
|
46,012 |
|
|
|
9,497,475 |
|
|
|
- |
|
|
|
9,543,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
46,012 |
|
|
|
9,497,475 |
|
|
|
- |
|
|
|
9,543,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A preferred stock, $0.00001 par value |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Series C preferred stock, $0.00001 par value |
|
|
- |
|
|
|
- |
|
|
44 |
{b} |
|
|
44 |
| |
Common stock; $0.00001 par value |
|
|
64 |
|
|
|
125 |
|
|
(64 |
){a} |
|
|
125 |
| |
Additional paid-in capital |
|
|
5,112 |
|
|
|
4,568,430 |
|
|
(5,112 |
){a} |
|
|
12,264,849 |
| |
|
|
|
|
|
|
|
|
|
|
222,056 |
{a} |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
7,474,363 |
{b} |
|
|
|
| |
Stock subscription receivable |
|
|
(5,000 | ) |
|
|
- |
|
|
|
|
|
|
|
(5,000 | ) |
Common stock payable |
|
|
- |
|
|
|
16,800 |
|
|
|
- |
|
|
|
16,800 |
|
Retained earnings (deficit) |
|
|
216,880 |
|
|
|
(14,039,330 | ) |
|
|
(216,880 | ){a} |
|
|
(14,039,330 | ) |
Total stockholders’ equity (deficit) |
|
|
217,056 |
|
|
|
(9,453,975 | ) |
|
|
7,474,407 |
|
|
|
(1,762,512 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity (deficit) |
|
$ | 263,068 |
|
|
$ | 43,500 |
|
|
$ | 7,474,407 |
|
|
$ | 7,780,975 |
|
See notes to the unaudited pro forma condensed combined financial statements
3 |
Table of Contents |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2016
|
|
Munzee |
|
|
Freeze Tag |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
$ | 2,359,759 |
|
|
$ | 138,720 |
|
|
$ | - |
|
|
$ | 2,498,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
931,745 |
|
|
|
235,153 |
|
|
|
- |
|
|
|
1,166,898 |
|
Selling, general and administrative expenses |
|
|
1,401,238 |
|
|
|
554,773 |
|
|
78,360 |
{c} |
|
|
2,034,371 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses |
|
|
2,332,983 |
|
|
|
789,926 |
|
|
|
78,360 |
|
|
|
3,201,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
26,776 |
|
|
|
(651,206 | ) |
|
|
(78,360 | ) |
|
|
(702,790 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(2,394 | ) |
|
|
(859,645 | ) |
|
|
- |
|
|
|
(862,039 | ) |
Loss on change in derivative liabilities |
|
|
- |
|
|
|
(616,286 | ) |
|
|
- |
|
|
|
(616,286 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(2,394 | ) |
|
|
(1,475,931 | ) |
|
|
- |
|
|
|
(1,478,325 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
24,382 |
|
|
|
(2,127,137 | ) |
|
|
(78,360 | ) |
|
|
(2,181,115 | ) |
Provision for income taxes |
|
|
(7,314 | ) |
|
|
(2,282 | ) |
|
7,314 |
{d} |
|
|
(2,282 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ | 17,068 |
|
|
$ | (2,129,419 | ) |
|
$ | (71,046 | ) |
|
$ | (2,183,397 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
6,720,000 |
|
|
|
3,811,940 |
|
|
|
(6,720,000 | ){e} |
|
|
3,811,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share – basic and diluted |
|
$ | 0.00 |
|
|
$ | (0.56 | ) |
|
$ | - |
|
|
$ | (0.57 | ) |
See notes to the unaudited pro forma condensed combined financial statements
4 |
Table of Contents |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
|
|
Munzee |
|
|
Freeze Tag |
|
|
Pro Forma Adjustments |
|
|
Pro Forma Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
|
$ | 1,740,782 |
|
|
$ | 14,125 |
|
|
$ | - |
|
|
$ | 1,754,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
405,959 |
|
|
|
85,751 |
|
|
|
- |
|
|
|
491,710 |
|
Selling, general and administrative expenses |
|
|
1,258,249 |
|
|
|
451,466 |
|
|
58,770 |
{c} |
|
|
1,768,485 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses |
|
|
1,664,208 |
|
|
|
537,217 |
|
|
|
58,770 |
|
|
|
2,260,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
76,574 |
|
|
|
(523,092 | ) |
|
|
(58,770 | ) |
|
|
(505,288 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(4,870 | ) |
|
|
(643,149 | ) |
|
|
- |
|
|
|
(648,019 | ) |
Loss on disposition of property and equipment |
|
|
(46,230 | ) |
|
|
- |
|
|
|
- |
|
|
|
(46,230 | ) |
Loss on change in derivative liabilities |
|
|
- |
|
|
|
(1,757,960 | ) |
|
|
- |
|
|
|
(1,757,960 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses |
|
|
(51,100 | ) |
|
|
(2,401,109 | ) |
|
|
- |
|
|
|
(2,452,209 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
25,474 |
|
|
|
(2,924,201 | ) |
|
|
(58,770 | ) |
|
|
(2,957,497 | ) |
Provision for income taxes |
|
|
(8,641 | ) |
|
|
(1,200 | ) |
|
8,641 |
{d} |
|
|
(1,200 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ | 16,833 |
|
|
$ | (2,925,401 | ) |
|
$ | (50,129 | ) |
|
$ | (2,958,697 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
6,076,044 |
|
|
|
9,284,279 |
|
|
(6,076,044 |
){e} |
|
|
9,284,279 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per common share – basic and diluted |
|
$ | 0.00 |
|
|
$ | (0.32 | ) |
|
$ | - |
|
|
$ | (0.32 | ) |
See notes to the unaudited pro forma condensed combined financial statements
5 |
Table of Contents |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On July 26, 2017, Munzee entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Freeze Tag, wherein Freeze Tag acquired 100% of Munzee’s common stock through the issuance of 4,355,000 shares of Freeze Tag’s Series C Convertible Preferred Stock. The Merger Agreement closed on October 18, 2017 and will be accounted for as a reverse merger transaction, with Munzee as the accounting acquirer.
Pro forma adjustments to the attached condensed combined financial statements include the following:
|
a) |
To eliminate the equity accounts of Munzee. |
|
|
|
|
b) |
To record the issuance of 4,355,000 shares of Freeze Tag $0.00001 par value Series C Preferred Stock to the shareholders of Munzee, valued at $7,696,463 and allocated to the following assets based on the report of an independent valuation firm: |
Asset |
|
Value |
| |
|
|
|
| |
Net assets recorded by Munzee at September 30, 2017 |
|
$ | 222,056 |
|
Identifiable intangible assets: |
|
|
|
|
IP/Technology/Patents |
|
|
258,900 |
|
Customer base |
|
|
109,000 |
|
Non-compete agreements |
|
|
23,900 |
|
Total identifiable intangible assets |
|
|
391,800 |
|
|
|
|
|
|
Goodwill |
|
|
7,082,607 |
|
|
|
|
|
|
Total |
|
$ | 7,696,463 |
|
|
|
The identifiable intangible assets are amortized using the straight-line method over an estimated life of 5 years. The goodwill is not amortized, but evaluated periodically for impairment. |
|
|
|
|
c) |
To record amortization of identifiable intangible assets. |
|
|
|
|
d) |
To eliminate Munzee income tax provision due to offset of taxable loss of Freeze Tag. |
|
|
|
|
e) |
To eliminate Munzee weighted average shares outstanding. |
6 |