| Purchase Price Allocation |
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
|
|
Other assets
|
|
|
2,617
|
|
Fixed assets
|
|
|
4,407
|
|
Intangible assets
|
|
|
20,300
|
|
Goodwill
|
|
|
1,129,493
|
|
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
|
|
| Pro Forma Information |
Mobivity Holdings Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobivity
|
|
Livelenz
|
|
Pro forma
adjustments
|
|
Pro forma
combined
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
8,432,616
|
|
$
|
4,300
|
|
$
|
-
|
|
|
$
|
8,436,916
|
|
Cost of revenues
|
|
|
2,096,392
|
|
|
120
|
|
|
-
|
|
|
|
2,096,512
|
|
Gross profit
|
|
|
6,336,224
|
|
|
4,180
|
|
|
-
|
|
|
|
6,340,404
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
4,385,763
|
|
|
20,071
|
|
|
-
|
|
|
|
4,405,834
|
|
Sales and marketing
|
|
|
4,296,706
|
|
|
7,087
|
|
|
-
|
|
|
|
4,303,793
|
|
Engineering, research, and development
|
|
|
2,454,085
|
|
|
-
|
|
|
-
|
|
|
|
2,454,085
|
|
Depreciation and amortization
|
|
|
709,456
|
|
|
76
|
|
|
-
|
|
|
|
709,532
|
|
Total operating expenses
|
|
|
11,846,010
|
|
|
27,234
|
|
|
-
|
|
|
|
11,873,244
|
|
Loss from operations
|
|
|
(5,509,786)
|
|
|
(23,054)
|
|
|
-
|
|
|
|
(5,532,840)
|
|
Other income/(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
2,780
|
|
|
-
|
|
|
-
|
|
|
|
2,780
|
|
Interest expense
|
|
|
(77,361)
|
|
|
(3,452)
|
|
|
-
|
|
|
|
(80,813)
|
|
Intangible asset impairment
|
|
|
(1,684,203)
|
|
|
-
|
|
|
-
|
|
|
|
(1,684,203)
|
|
Goodwill impairment
|
|
|
(2,247,447)
|
|
|
-
|
|
|
-
|
|
|
|
(2,247,447)
|
|
Foreign currency gain/(loss)
|
|
|
1,556
|
|
|
-
|
|
|
-
|
|
|
|
1,556
|
|
Total other income/(expense)
|
|
|
(4,004,675)
|
|
|
(3,452)
|
|
|
-
|
|
|
|
(4,008,127)
|
|
Loss before income taxes
|
|
|
(9,514,461)
|
|
|
(26,506)
|
|
|
-
|
|
|
|
(9,540,967)
|
|
Income tax expense
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
$
|
(9,514,461)
|
|
$
|
(26,506)
|
|
$
|
-
|
|
|
$
|
(9,540,967)
|
|
Other comprehensive loss, net of income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(32,999)
|
|
|
-
|
|
|
-
|
|
|
|
(32,999)
|
|
Comprehensive loss
|
|
$
|
(9,547,460)
|
|
$
|
(26,506)
|
|
$
|
-
|
|
|
$
|
(9,573,966)
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.29)
|
|
|
|
|
|
|
|
|
$
|
(0.29)
|
|
Weighted average number of shares during the period -basic and diluted
|
|
|
32,797,631
|
|
|
|
|
|
|
|
|
|
32,797,631
|
|