| Purchase price allocations |
The allocation of the purchase price to assets
and liabilities based upon fair value determinations was as follows:
| Accounts receivable, net |
|
$ |
161,664 |
|
| Other assets |
|
|
6,620 |
|
| Customer relationships |
|
|
2,010,000 |
|
| Developed technology |
|
|
260,000 |
|
| Trade name |
|
|
176,000 |
|
| Goodwill |
|
|
2,890,801 |
|
| Total assets acquired |
|
|
5,505,085 |
|
| Liabilities assumed |
|
|
(191,561 |
) |
| Net assets acquired |
|
$ |
5,313,524 |
|
The purchase price consists of the following:
| Cash |
|
$ |
2,368,019 |
|
| Earn Out |
|
|
2,273,000 |
|
| Common stock |
|
|
672,505 |
|
| Total purchase price |
|
$ |
5,313,524 |
|
|
| Pro Form information |
| Mobivity Holdings Corp. |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations |
| For the quarter ended March 31, 2014 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Mobivity |
|
|
SR |
|
|
Pro forma adjustments |
|
|
Pro forma combined |
|
| Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
903,215 |
|
|
$ |
214,139 |
|
|
$ |
- |
|
|
$ |
1,117,354 |
|
| Cost of revenues |
|
|
260,893 |
|
|
|
54,410 |
|
|
|
- |
|
|
|
315,303 |
|
| Gross margin |
|
|
642,322 |
|
|
|
159,729 |
|
|
|
- |
|
|
|
802,051 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative |
|
|
1,129,953 |
|
|
|
231,084 |
|
|
|
4,230 |
(a) |
|
|
1,365,267 |
|
| Sales and marketing |
|
|
941,085 |
|
|
|
60,077 |
|
|
|
- |
|
|
|
1,001,162 |
|
| Engineering, research, and development |
|
|
297,933 |
|
|
|
139,649 |
|
|
|
- |
|
|
|
437,582 |
|
| Depreciation and amortization |
|
|
68,083 |
|
|
|
403 |
|
|
|
- |
|
|
|
68,486 |
|
| Total operating expenses |
|
|
2,437,054 |
|
|
|
431,213 |
|
|
|
4,230 |
|
|
|
2,872,497 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(1,794,732 |
) |
|
|
(271,484 |
) |
|
|
(4,230 |
) |
|
|
(2,070,446 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income/(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
1,731 |
|
|
|
- |
|
|
|
- |
|
|
|
1,731 |
|
| Interest expense |
|
|
(826 |
) |
|
|
- |
|
|
|
- |
|
|
|
(826 |
) |
| Change in fair value of derivative liabilities |
|
|
30,079 |
|
|
|
- |
|
|
|
- |
|
|
|
30,079 |
|
| Gain on adjustment in contingent consideration |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Total other income/(expense) |
|
|
30,984 |
|
|
|
- |
|
|
|
- |
|
|
|
30,984 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income taxes |
|
|
(1,763,748 |
) |
|
|
(271,484 |
) |
|
|
(4,230 |
) |
|
|
(2,039,462 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(1,763,748 |
) |
|
$ |
(271,484 |
) |
|
$ |
(4,230 |
) |
|
$ |
(2,039,462 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share - basic and diluted |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.12 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| during the period - basic and diluted |
|
|
17,490,954 |
|
|
|
|
|
|
|
|
|
|
|
17,384,367 |
|
Pro Forma Adjustments
The following pro forma adjustments are based
upon the value of the tangible and intangible assets acquired as determined by an independent valuation firm.
| (a) |
Represents stock based compensation in conjunction with the transaction. |
|