| 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 Forma information |
| Mobivity Holdings Corp. |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations |
| For the period ended June 30, 2014 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Mobivity |
|
|
SR |
|
|
Pro forma adjustments |
|
|
Pro forma combined |
|
| Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
2,013,106 |
|
|
$ |
214,139 |
|
|
$ |
- |
|
|
$ |
2,227,245 |
|
| Cost of revenues |
|
|
519,234 |
|
|
|
54,410 |
|
|
|
- |
|
|
|
573,644 |
|
| Gross margin |
|
|
1,493,872 |
|
|
|
159,729 |
|
|
|
- |
|
|
|
1,653,601 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative |
|
|
1,984,389 |
|
|
|
231,084 |
|
|
|
4,230 |
(a) |
|
|
2,219,703 |
|
| Sales and marketing |
|
|
1,895,646 |
|
|
|
60,077 |
|
|
|
- |
|
|
|
1,955,723 |
|
| Engineering, research, and development |
|
|
681,798 |
|
|
|
139,649 |
|
|
|
- |
|
|
|
821,447 |
|
| Depreciation and amortization |
|
|
183,964 |
|
|
|
403 |
|
|
|
- |
|
|
|
184,367 |
|
| Total operating expenses |
|
|
4,745,797 |
|
|
|
431,213 |
|
|
|
4,230 |
|
|
|
5,181,240 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(3,251,925 |
) |
|
|
(271,484 |
) |
|
|
(4,230 |
) |
|
|
(3,527,639 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income/(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
|
1,902 |
|
|
|
- |
|
|
|
- |
|
|
|
1,902 |
|
| Interest expense |
|
|
(1,680 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,680 |
) |
| Change in fair value of derivative liabilities |
|
|
57,792 |
|
|
|
- |
|
|
|
- |
|
|
|
57,792 |
|
| Total other income/(expense) |
|
|
58,014 |
|
|
|
- |
|
|
|
- |
|
|
|
58,014 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income taxes |
|
|
(3,193,911 |
) |
|
|
(271,484 |
) |
|
|
(4,230 |
) |
|
|
(3,469,625 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(3,193,911 |
) |
|
$ |
(271,484 |
) |
|
$ |
(4,230 |
) |
|
$ |
(3,469,625 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share - basic and diluted |
|
$ |
(0.16 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.17 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| during the period - basic and diluted |
|
|
19,877,470 |
|
|
|
|
|
|
|
|
|
|
|
20,075,519 |
|
|