Mobivity Holdings Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

Acquisitions

9 Months Ended

Sep. 30, 2016

Acquisitions [Abstract]

Acquisitions

3. Acquisitions

LiveLenz Acquisition

On January 15, 2016, we acquired all of the outstanding capital stock of LiveLenz Inc., a Nova Scotia corporation (“LiveLenz”), pursuant to an agreement dated January 15, 2016 among the Company and the stockholders of LiveLenz. Pursuant to the agreement, we acquired all of the capital stock of LiveLenz in consideration of our issuance of 1,000,000 shares (“Consideration Shares”) of our common stock to the LiveLenz stockholders, our issuance of an additional 15,000 share of our common stock in satisfaction of certain liabilities of LiveLenz, and the assumption of their existing liabilities. The agreement included customary representations, warranties, and covenants by us and the LiveLenz stockholders, including the LiveLenz stockholders’ agreement to indemnify us against certain claims or losses resulting from certain breaches of representations, warranties or covenants by the LiveLenz stockholders in the agreement. Pursuant to the agreement, the LiveLenz stockholders have agreed to adjust the number of Consideration Shares downward based on LiveLenz’ working capital as of the closing and in the event of any claims for indemnification by us. The LiveLenz stockholders have agreed that 100% of the Consideration Shares will be escrowed for a period of 18 months and subject to forfeiture based on indemnification claims by us or the final determination of LiveLenz’ working capital as of the closing date.

The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:



Cash	$	11,088
Accounts receivable, net		718
Inventory		4,457
Other assets		2,617
Fixed assets		4,407
Intangible assets		20,300
Goodwill		1,125,036
Total assets acquired		1,168,623
Liabilities assumed		(458,123)
Net assets acquired	$	710,500

The purchase price consists of the following:



Common stock	$	710,500
Total purchase price	$	710,500

The following information presents unaudited pro forma consolidated results of operations for the nine months ended September 30, 2015 as if the Livelenz acquisition described above had occurred on January 1, 2015. The pro forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results.



Mobivity Holdings Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2015

	Mobivity		Livelenz		Pro forma adjustments		Pro forma combined
Revenues
Revenues	$	3,335,080	$	187,059	$	-	$	3,522,139
Cost of revenues		820,455		59,230		-		879,685
Gross margin		2,514,625		127,829		-		2,642,454

Operating expenses
General and administrative		3,276,384		64,297		-		3,340,681
Sales and marketing		2,895,748		191,180		-		3,086,928
Engineering, research, and development		584,978		-		-		584,978
Depreciation and amortization		243,998		2,819		-		246,817
Total operating expenses		7,001,108		258,296		-		7,259,404

Loss from operations		(4,486,483)		(130,467)		-		(4,616,950)

Other income/(expense)
Interest income		1,054		-		-		1,054
Interest expense		-		(31,658)		-		(31,658)
Change in fair value of derivative liabilities		34,980		-		-		34,980
Intangible asset impairment		(21,188)		-		-		(21,188)
Gain on adjustment in contingent consideration		89,740						89,740
Foreign Currency Gain/(Loss)		-		30,426		-		30,426
Total other income/(expense)		104,586		(1,232)		-		103,354

Loss before income taxes		(4,381,897)		(131,699)		-		(4,513,596)

Income tax expense		-		-		-		-

Net loss	$	(4,381,897)	$	(131,699)	$	-	$	(4,513,596)

Net loss per share - basic and diluted	$	(0.17)					$	(0.17)

Weighted average number of shares during the period - basic and diluted		25,973,592						25,973,592