·

CLPI’s audited financial statements, including the related notes thereto, contained in its Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on April 8, 2013 (Note 1); 

·

CLPI’s unaudited financial statements, including the related notes thereto, contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 24, 2013; and

·

PDI’s audited consolidated financial statements, including the related notes thereto, for the year ended December 31, 2012, filed with the SEC on May 31, 2013, as Exhibit 99.1 to this Current Report on Form 8-K/A.

CALPIAN, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

December 31, 2012

Historical

Pro Forma

Pro Forma

CLPI

PDI

Adjustments

Combined

ASSETS

Current assets

Cash and equivalents

$      584,309

$   3,019,729

$                  -

$      3,604,038

Due from affiliates

 -

(a)

 -

Other

(b)

Total current assets

Other assets

Residual portfolios

(c)

Equity investment

(1)

 -

 -

Other

(d)

Total other assets

Total assets

$ 13,052,566

$   7,050,452

$   5,158,858

$    25,261,876

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Short-term debt and accrued interest

$        39,617

$ 63,071,730

$ (62,959,860)

(e)

$         151,487

Accounts payable and accrued expenses

 -

Other

 -

Total current liabilities

Long-term debt

 -

(f)

Liabilities subject to compromise

 -

(g)

 -

Shareholders' equity (deficit)

(1)

(h)

Total liabilities and shareholders' equity

$ 13,052,566

$   7,050,452

$   5,158,858

$    25,261,876

The accompanying notes are an integral part of these financial statements.

CALPIAN, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2012

Historical

Pro Forma

Pro Forma

CLPI

PDI

Adjustments

Combined

Revenues

$    3,438,898

$  29,266,003

$       (925,877)

(i)

$    31,779,024

Cost of revenues

(j)

Gross profit

General and administrative expenses

(k)

Operating loss

Other expenses

Interest and amortization of debt discount and expense

(l)

Other

 -

(m)

Total other expenses

Loss before items below

Income taxes (over provision)

 -

Equity investment loss

(1)

 -

 -

Net loss

$   (4,297,509)

$ (16,035,028)

$  16,612,838

(n)

$     (3,719,699)

Net loss per share, basic and diluted

$            (0.20)

$              (0.17)

Weighted average number of shares outstanding, basic and diluted

The accompanying notes are an integral part of these financial statements.

Cash

$    556,967

Current assets

Fixed assets

Residual portfolios

Intangibles

Liabilities

Net assets

$ 9,750,000

Note

Amount

Description

(a)

$      (1,445,361)

Receivables from affiliates of PDI not acquired.

(b)

$         (421,748)

Prepaid legal fees not acquired.

(c)

$       6,235,434

Adjust carrying value of residual portfolios acquired to estimated fair values less amortization as if the acquisition had occurred on January 1, 2012.

(d)

$         (262,039)

Deposits not acquired.

Adjust carrying value of fixed assets acquired to estimated fair values less depreciation as if the acquisition had occurred on January 1, 2012.

Fair value using the Black-Scholes option-pricing model of the warrant issued to the lender in connection with the transaction for up to 500,000 shares of CLPI's common stock.

Balance of financing costs paid to the lender in connection with the transaction less amortization as if the acquisition had occurred on January 1, 2012.

$          790,533

(e)

$    (62,959,860)

Short-term debt and accrued interest: of PDI not assumed, net of $111,870 accrued interest payable on debt incurred in connection with the transaction as if the borrowing had occurred on January 1, 2012.

(f)

$     10,170,000

CLPI senior debt facility borrowing in connection with the transaction as if the borrowing had occurred on January 1, 2012.

(g)

$      (3,501,820)

Liabilities of PDI subject to compromise in connection with settlement of its bankruptcy proceedings not acquired.

(h)

$     61,450,538

Net total pro forma adjustments.

Note

Amount

Description

(i)

$         (925,877)

General and administrative expense reclassification to conform accounting policies.

(j)

$       1,607,017

Amortization of residual portfolios acquired as if the acquisition had occurred on January 1, 2012.

General and administrative expense reclassification to conform accounting policies.

$       2,287,754

(k)

$      (4,925,287)

Restructuring costs incurred by PDI that would not have been incurred if the acquisition had occurred on January 1, 2012.

Eliminate PDI historical residual portfolio amortization.

General and administrative expenses reclassified to revenues and cost of revenues to conform accounting policies.

Severance and compensation incurred by PDI that would not have been incurred if the acquisition had occurred on January 1, 2012.

Rent related to leases not assumed and franchise taxes and accounting fees that would not have been incurred if the acquisition had occurred on January 1, 2012.

Management fees charged by affiliates of PDI that would not have been incurred if the acquisition had occurred on January 1, 2012.

Eliminate PDI historical fixed asset costs, net of $95,991 depreciation as if the acquisition had occurred on January 1, 2012.

Expenses incurred by CLPI in connection with the transaction.

$    (10,453,862)

(l)

$      (8,606,844)

Interest expense incurred by PDI in connection with debt not assumed.

Interest and deferred loan fee amortization incurred as a result of the senior credit facility borrowing in connection with the transaction as if the borrowing had occurred on January 1, 2012.

$      (7,113,348)

(m)

$      (2,259,259)

Reorganization expenses incurred by PDI that would not have been incurred if the acquisition had occurred on January 1, 2012.

(n)

$     16,612,838

Total pro forma adjustments.