The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations actually would have been if the events described above occurred as of the dates indicated or what such financial position or results would be for any future periods. The unaudited pro forma condensed consolidated financial statements, and the accompanying notes, are based upon the respective historical consolidated financial statements of the Company and SmartReceipt and should be read in conjunction with the Company’s historical financial statements and related notes, and the Company’s "Management's Discussion and Analysis of Financial Condition and Results of Operation" contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and SmartReceipt’s financial statements presented herein.

Mobivity Holdings Corp.
Unaudited Pro Forma Condensed Consolidated Balance Sheets
As of December 31, 2013
		Mobivity				SmartReceipt				Pro forma adjustments					Pro forma combined
ASSETS
Current assets
Cash		$	2,572,685			$	96,921			$	(96,921	)	(a)		$	2,572,685
											(2,368,019	)	(b)			(2,368,019	)
Accounts receivable, net of allowance for doubtful accounts			280,667				124,318				-					404,985
Other current assets			140,114				5,383				(5,383	)	(a)			140,114
Total current assets			2,993,466				226,622				(2,470,323	)				749,765
Goodwill			3,108,964				-				2,890,801		(b)			5,999,765
Intangible assets, net			935,316				-				2,446,000		(b)			3,381,316
Other assets			63,944				9,336				-					73,280
TOTAL ASSETS		$	7,101,690			$	235,958			$	2,866,478				$	10,204,126
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	543,648			$	359,292			$	(359,292	)	(a)		$	543,648
Accrued interest			16,943				478				(478	)	(a)			16,943
Accrued and deferred personnel compensation			191,041				59,699				(59,699	)	(a)			191,041
Deferred revenue and customer deposits			136,523				194,506				-					331,029
Notes payable			20,000				343,065				(343,065	)	(a)			20,000
Derivative liabilities			106,176				-				-					106,176
Other current liabilities			36,372				292,690				(292,690	)	(a)			36,372
Earn-out payable			34,755				-				-					34,755
Total current liabilities			1,085,458				1,249,730				(1,055,224	)				1,279,964
Non-current liabilities
Earn-out payable			24,245				-				2,273,000		(b)			2,297,245
Total non-current liabilities			24,245				-				2,273,000					2,297,245
Total liabilities			1,109,703				1,249,730				1,217,776					3,577,209
Commitments and Contingencies (See Note 9)
Stockholders' equity (deficit)
Common stock			16,320				134				505		(b)			16,959
Preferred stock			-				36,109				-					36,109
Equity payable			108,170				-				-					108,170
Additional paid-in capital			54,452,697				14,101,326				672,000		(b)			69,226,023
Accumulated deficit			(48,585,200	)			(15,151,341	)			976,197		(a)			(62,760,344	)
Total stockholders' equity (deficit)			5,991,987				(1,013,772	)			1,648,702					6,626,917
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	7,101,690			$	235,958			$	2,866,478				$	10,204,126

 

Mobivity Holdings Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2013
		Mobivity				SR				Pro forma adjustments				Pro forma combined
Revenues
Revenues		$	4,093,667			$	832,960			$	-			$	4,926,627
Cost of revenues			1,122,037				74,011				-				1,196,048
Gross margin			2,971,630				758,949				-				3,730,579
Operating expenses
General and administrative			3,416,850				221,515				-				3,638,365
Sales and marketing			3,469,383				474,674				-				3,944,057
Engineering, research, and development			824,653				886,059				-				1,710,712
Depreciation and amortization			270,579				4,902				-				275,481
Goodwill impairment			1,066,068				-				-				1,066,068
Intangible asset impairment			644,170				-				-				644,170
Total operating expenses			9,691,703				1,587,150				-				11,278,853
Loss from operations			(6,720,073	)			(828,201	)			-				(7,548,274	)
Other income/(expense)
Interest income			747				-				-				747
Interest expense			(6,348,186	)			(797,240	)			-				(7,145,426	)
Change in fair value of derivative liabilities			(3,766,231	)			235,690				-				(3,530,541	)
Gain on Debt Extinguishment			103,177				-								103,177
Gain on adjustment in contingent consideration			(28,465	)			-				-				(28,465	)
Total other income/(expense)			(10,038,958	)			(561,550	)			-				(10,600,508	)
Loss before income taxes			(16,759,031	)			(1,389,751	)			-				(18,148,782	)
Income tax expense			-				-				-				-
Net loss		$	(16,759,031	)		$	(1,389,751	)		$	-			$	(18,148,782	)
Net loss per share - basic and diluted		$	(1.58	)										$	(1.63	)
Weighted average number of shares during the period - basic and diluted			10,612,007												11,116,891

 

·	the Company’s payment at closing of $2.212 million of cash, net of a $150,000 loan made by the Company to SmartReceipt in January 2014;

·	the Company’s issuance of 504,884 shares of its $0.001 par value common stock; and

·

The Company’s earn-out payment of 200% of the “eligible revenue” of the Company over the 12 month period following the close of the transaction (“earn-out period”).  The “eligible revenue” will consist of: 100% of Company revenue derived during the earn out period from the sale of SmartReceipt products and services to certain SmartReceipt clients as of the close (the “designated SmartReceipt clients”); plus 50% of Company revenue derived during the earn out period from the sale of Company products and services to the designated SmartReceipt clients, plus 50% of the Company revenue derived during the earn out period from the sale of SmartReceipt products and services to Company clients who are not designated SmartReceipt clients.  The earn-out payment will be payable in common shares of the Company (valued at the Closing VWAP) no later than the 90th day following the end of the earn-out period.  For purposes of the foregoing, the “Closing VWAP” means the volume weighted average trading price of the Company’s common stock for the 90 trading days preceding the initial close of the transactions under the Asset Purchase Agreement.

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

 

(a)	Represents the elimination of SmartReceipt’s assets, liabilities and deficit not acquired in the transaction.

(b)	Represents the purchase price and allocation of the purchase price to the assets and liabilities acquired in the transaction, as if the transaction had occurred December 31, 2013.