Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Operations and Basis of Presentation
Mobivity Holdings Corp. (the “Company” or “we”) is in the business of developing and operating proprietary platforms over which brands and enterprises can conduct national and localized, data-driven mobile marketing campaigns. Our proprietary platforms, consisting of software available to phones, tablets, PCs, and Point of Sale (“POS”) systems, allow resellers, brands and enterprises to market their products and services to consumers through text messages sent directly to consumers via mobile phones, mobile smartphone applications, and dynamically printed receipt content.
On January 15, 2016, we completed the acquisition of LiveLenz Inc., a Nova Scotia corporation (“LiveLenz”), a wholly-owned subsidiary.
We generate revenue by charging the resellers, brands and enterprises a per-message transactional fee, through fixed or variable software licensing fees, or via advertising fees.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 11, 2018.
In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our condensed consolidated financial statements as of June 30, 2018, and for the three and six months ended June 30, 2018 and 2017. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates used are those related to stock-based compensation, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Accounts Receivable, Allowance for Doubtful Accounts and Concentrations
Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate.
As of June 30, 2018 and December 31, 2017, we recorded an allowance for doubtful accounts of $
6,966
and $2,280 respectively.
Goodwill and Intangible Assets
Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is
considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.
Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets.
Software Development Costs
Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense.
Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four month period.
The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer.
Impairment of Long-Lived Assets
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.
Foreign Currency Translation
The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10,
Foreign Currency Matters
(“ASC 830-10”)
.
Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Income.
Revenue Recognition and Concentrations
Our re•ceipt and re•ach and customer relationship management are hosted solutions. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. We recognize revenue at the time that the services are rendered, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month-to-month basis with no contractual term and are collected by credit card. Revenue is recognized at the time that the services are rendered and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue.
During the six months ended June 30, 2018, t
hree
customers accounted for
74
% of our revenues. During the six months ended June 30, 2017,
two
customer
s
accounted for
71
% of our revenues.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive income (loss) in the consolidated financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss). For the three and six months ended June 30, 2018, the comprehensive loss was $1,
515,202
and $
3,
032,452
respectively.
Net Loss Per Common Share
Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and six months ended June 30, 2018 and 2017, we had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive.
Reclassifications
Certain amounts from prior periods have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes are required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period.
In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 will be effective for our fiscal year beginning January 1, 2018 unless we elect the earlier date of January 1, 2017. In addition, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12 in March 2016, April 2016, and May 2016, respectively, to help provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is currently evaluating the accounting, transition, and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed
on testing dates after January 1, 2017. The Company is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption.
3. New Accounting Standards
Revenue from Contracts with Customers.
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09,
Revenue from Contracts with Customers (“ASC 606”)
, which creates a single source of revenue guidance under U.S. GAAP for all companies in all industries and replaces most existing revenue recognition guidance in U.S. GAAP. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled for the exchange of those goods or services.
The Company adopted the new standard in the first quarter of its fiscal 2018, using the modified retrospective method. The Company implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The most significant impacts of the adoption of ASC 606 to the Company relate to the acceleration of revenue recognition for sales of custom products subject to a non-cancellable customer purchase orders.
The new standard will primarily impact the Company’s revenue recognition for software arrangements. In this area, the new standard will accelerate the recognition of revenue. The table below details both the current and expected revenue recognition timing in these areas:
|
|
|
|
Software arrangements:
|
Past revenue standard
|
|
New ASC 606 revenue standard
|
Perpetual software licenses
|
Upfront
|
|
Upfront
|
Enterprise license agreements
|
Ratable
|
|
Upfront
|
Software support
|
Ratable
|
|
Ratable
|
SaaS
|
Ratable
|
|
Ratable
|
The adoption of ASC 606 has an impact on the Company’s Consolidated Statements of Operations and Consolidated Balance Sheets but has no impact on cash provided by or used in operating, financing, or investing activities on the Consolidated Statements of Cash Flows.
Financial Statement Impact of Transition to ASC 606
As noted above, we transitioned to ASC 606 using the modified retrospective method on January 1, 2018. The cumulative effect of this transition to applicable contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to stockholders’ equity as of that date. As a result of applying the modified retrospective method to transition to ASC 606, the following adjustments were made to the consolidated balance sheet as of January 1, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
Adjusted
|
|
|
2017
|
|
Adjustments
|
|
January 1,
|
|
|
As Reported
|
|
due to ASC 606
|
|
2018
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
460,059
|
|
$
|
-
|
|
$
|
460,059
|
Accounts receivable, net of allowance for doubtful accounts of $2,280 and $2,280, respectively
|
|
|
885,743
|
|
|
544,599
|
|
|
1,430,342
|
Other current assets
|
|
|
209,536
|
|
|
-
|
|
|
209,536
|
Total current assets
|
|
|
1,555,338
|
|
|
544,599
|
|
|
2,099,937
|
Goodwill
|
|
|
803,118
|
|
|
-
|
|
|
803,118
|
Intangible assets, net
|
|
|
676,436
|
|
|
-
|
|
|
676,436
|
Accounts receivable, long term
|
|
|
-
|
|
|
424,023
|
|
|
424,023
|
Other assets
|
|
|
88,916
|
|
|
-
|
|
|
88,916
|
TOTAL ASSETS
|
|
$
|
3,123,808
|
|
$
|
968,622
|
|
$
|
4,092,430
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,096,003
|
|
$
|
-
|
|
$
|
1,096,003
|
Accrued interest
|
|
|
1,168
|
|
|
-
|
|
|
1,168
|
Accrued and deferred personnel compensation
|
|
|
590,500
|
|
|
-
|
|
|
590,500
|
Deferred revenue and customer deposits
|
|
|
1,429,266
|
|
|
-
|
|
|
1,429,266
|
Notes payable, net - current maturities
|
|
|
2,236,224
|
|
|
-
|
|
|
2,236,224
|
Other current liabilities
|
|
|
226,355
|
|
|
191,121
|
|
|
417,476
|
Total current liabilities
|
|
|
5,579,516
|
|
|
191,121
|
|
|
5,770,637
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
Notes payable, net - long term
|
|
|
180,810
|
|
|
-
|
|
|
180,810
|
Other long term liabilities
|
|
|
-
|
|
|
150,477
|
|
|
150,477
|
Total non-current liabilities
|
|
|
180,810
|
|
|
150,477
|
|
|
331,287
|
Total liabilities
|
|
|
5,760,326
|
|
|
341,598
|
|
|
6,101,924
|
Commitments and Contingencies (See Note 9)
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 100,000,000 shares authorized; 37,025,140 and 37,025,140, shares issued and outstanding
|
|
|
37,025
|
|
|
-
|
|
|
37,025
|
Equity payable
|
|
|
100,862
|
|
|
-
|
|
|
100,862
|
Additional paid-in capital
|
|
|
77,910,842
|
|
|
-
|
|
|
77,910,842
|
Accumulated other comprehensive loss
|
|
|
(65,764)
|
|
|
-
|
|
|
(65,764)
|
Accumulated deficit
|
|
|
(80,619,483)
|
|
|
627,024
|
|
|
(79,992,459)
|
Total stockholders' equity
|
|
|
(2,636,518)
|
|
|
627,024
|
|
|
(2,009,494)
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
3,123,808
|
|
$
|
968,622
|
|
$
|
4,092,430
|
The following tables reflect the impact of adoption of ASC 606 on our condensed consolidated statements of operations for the three and six months ended June 30, 2018 and our condensed consolidated balance sheet as of June 30, 2018 and the amounts as if the Previous Standards were in effect (“Amounts Under Previous Standards”):
Condensed Consolidated Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
|
|
As reported
|
|
|
Total Adjustments Under ASC 606
|
|
Amounts Under Previous Standards
|
|
As reported
|
|
|
Total Adjustments Under ASC 606
|
|
Amounts Under Previous Standards
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,366,239
|
|
$
|
(206,115)
|
|
$
|
1,572,354
|
|
$
|
5,059,567
|
|
$
|
1,442,616
|
|
$
|
3,616,951
|
Cost of revenues
|
|
|
756,130
|
|
|
-
|
|
|
756,130
|
|
|
1,549,519
|
|
|
-
|
|
|
1,549,519
|
Gross profit
|
|
|
610,109
|
|
|
(206,115)
|
|
|
816,224
|
|
|
3,510,048
|
|
|
1,442,616
|
|
|
2,067,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
770,591
|
|
|
(10,275)
|
|
|
780,866
|
|
|
2,018,934
|
|
|
83,241
|
|
|
1,935,693
|
Sales and marketing
|
|
|
792,263
|
|
|
-
|
|
|
792,263
|
|
|
2,253,843
|
|
|
-
|
|
|
2,253,843
|
Engineering, research, and development
|
|
|
422,660
|
|
|
(92,478)
|
|
|
515,138
|
|
|
1,954,258
|
|
|
749,169
|
|
|
1,205,089
|
Depreciation and amortization
|
|
|
98,728
|
|
|
-
|
|
|
98,728
|
|
|
195,698
|
|
|
-
|
|
|
195,698
|
Total operating expenses
|
|
|
2,084,242
|
|
|
(102,753)
|
|
|
2,186,995
|
|
|
6,422,733
|
|
|
832,410
|
|
|
5,590,323
|
Gain (loss) from operations
|
|
|
(1,474,133)
|
|
|
(103,362)
|
|
|
(1,370,771)
|
|
|
(2,912,685)
|
|
|
610,206
|
|
|
(3,522,891)
|
Other income/(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
146
|
|
|
-
|
|
|
146
|
|
|
602
|
|
|
-
|
|
|
602
|
Interest expense
|
|
|
(109,635)
|
|
|
-
|
|
|
(109,635)
|
|
|
(167,124)
|
|
|
-
|
|
|
(167,124)
|
Gain on sale of fixed assets
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(8,722)
|
|
|
-
|
|
|
(8,722)
|
Foreign currency (loss) gain
|
|
|
(1,290)
|
|
|
-
|
|
|
(1,290)
|
|
|
(1,620)
|
|
|
-
|
|
|
(1,620)
|
Total other income/(expense)
|
|
|
(110,779)
|
|
|
-
|
|
|
(110,779)
|
|
|
(176,864)
|
|
|
-
|
|
|
(176,864)
|
Loss before income taxes
|
|
|
(1,584,912)
|
|
|
(103,362)
|
|
|
(1,481,550)
|
|
|
(3,089,549)
|
|
|
610,206
|
|
|
(3,699,755)
|
Income tax expense
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
Net loss
|
|
|
(1,584,912)
|
|
|
(103,362)
|
|
|
(1,481,550)
|
|
|
(3,089,549)
|
|
|
610,206
|
|
|
(3,699,755)
|
Other comprehensive loss, net of income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
69,710
|
|
|
-
|
|
|
69,710
|
|
|
57,097
|
|
|
-
|
|
|
57,097
|
Comprehensive loss
|
|
$
|
(1,515,202)
|
|
$
|
(103,362)
|
|
$
|
(1,411,840)
|
|
$
|
(3,032,452)
|
|
$
|
610,206
|
|
$
|
(3,642,658)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.04)
|
|
$
|
-
|
|
$
|
(0.04)
|
|
$
|
(0.08)
|
|
$
|
0.02
|
|
$
|
(0.10)
|
Weighted average number of shares
during the period - basic and diluted
|
|
|
38,018,733
|
|
|
38,018,733
|
|
|
38,018,733
|
|
|
37,952,427
|
|
|
37,952,427
|
|
|
37,952,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018 As Reported
|
|
Total Adjustments Under ASC 606
|
|
Amounts Under Previous Standards
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
4,242,884
|
|
$
|
-
|
|
$
|
4,242,884
|
Accounts receivable, net of allowance for doubtful accounts of $6,966
|
|
|
1,485,850
|
|
|
(742,500)
|
|
|
743,350
|
Other current assets
|
|
|
221,535
|
|
|
-
|
|
|
221,535
|
Total current assets
|
|
|
5,950,269
|
|
|
(742,500)
|
|
|
5,207,769
|
Goodwill
|
|
|
803,118
|
|
|
-
|
|
|
803,118
|
Intangible assets, net
|
|
|
670,636
|
|
|
-
|
|
|
670,636
|
Accounts receivable, long term
|
|
|
618,157
|
|
|
(618,157)
|
|
|
-
|
Other assets
|
|
|
89,532
|
|
|
-
|
|
|
89,532
|
TOTAL ASSETS
|
|
$
|
8,131,712
|
|
$
|
(1,360,657)
|
|
$
|
6,771,055
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
950,490
|
|
$
|
-
|
|
$
|
950,490
|
Accrued interest
|
|
|
54,967
|
|
|
-
|
|
|
54,967
|
Accrued and deferred personnel compensation
|
|
|
713,695
|
|
|
-
|
|
|
713,695
|
Deferred revenue and customer deposits
|
|
|
2,248,449
|
|
|
-
|
|
|
2,248,449
|
Notes payable, net - current maturities
|
|
|
1,140,133
|
|
|
-
|
|
|
1,140,133
|
Other current liabilities
|
|
|
344,331
|
|
|
(329,052)
|
|
|
15,279
|
Total current liabilities
|
|
|
5,452,065
|
|
|
(329,052)
|
|
|
5,123,013
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
Notes payable, net - long term
|
|
|
214,260
|
|
|
-
|
|
|
214,260
|
Other long term liabilities
|
|
|
473,684
|
|
|
(421,399)
|
|
|
52,285
|
Total non-current liabilities
|
|
|
687,944
|
|
|
(421,399)
|
|
|
266,545
|
Total liabilities
|
|
|
6,140,009
|
|
|
(750,451)
|
|
|
5,389,558
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (See Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 100,000,000 shares authorized; 44,105,156 and 44,105,156, shares issued and outstanding
|
|
|
44,105
|
|
|
-
|
|
|
44,105
|
Equity payable
|
|
|
100,862
|
|
|
-
|
|
|
100,862
|
Additional paid-in capital
|
|
|
85,564,435
|
|
|
-
|
|
|
85,564,435
|
Accumulated other comprehensive loss
|
|
|
(8,667)
|
|
|
-
|
|
|
(8,667)
|
Accumulated deficit
|
|
|
(83,709,032)
|
|
|
(610,206)
|
|
|
(84,319,238)
|
Total stockholders' equity
|
|
|
1,991,703
|
|
|
(610,206)
|
|
|
1,381,497
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
8,131,712
|
|
$
|
(1,360,657)
|
|
$
|
6,771,055
|
4. Goodwill and Purchased Intangibles
Goodwill
The carrying value of goodwill at June 30, 2018 and December 31, 2017 was $803,118.
Intangible assets
The following table presents details of our purchased intangible assets as of June 30, 2018 and December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
December 31,
2017
|
|
Additions
|
|
Impairments
|
|
Amortization
|
|
Fx and Other
|
|
Balance at
June 30,
2018
|
Patents and trademarks
|
|
$
|
118,178
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(6,152)
|
|
$
|
(175)
|
|
$
|
111,851
|
Customer and merchant relationships
|
|
|
153,448
|
|
|
-
|
|
|
-
|
|
|
(12,276)
|
|
|
-
|
|
|
141,172
|
Trade name
|
|
|
41,033
|
|
|
-
|
|
|
-
|
|
|
(3,337)
|
|
|
(85)
|
|
|
37,611
|
|
|
$
|
312,659
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(21,765)
|
|
$
|
(260)
|
|
$
|
290,634
|
The intangible assets are being amortized on a straight-line basis over their estimated useful lives of one to twenty years.
Amortization expense for intangible assets was $1
1,096
and $
12,177
for the three months ended June 30, 2018 and 2017, respectively.
Amortization expense for intangible assets was $
21,765
and $
21,500
for the six months ended June 30, 2018 and 2017, respectively.
The estimated future amortization expense of our intangible assets as of June 30, 2018 is as follows:
|
|
|
|
|
|
|
|
Year ending December 31,
|
|
Amount
|
2018
|
|
$
|
21,580
|
2019
|
|
|
43,160
|
2020
|
|
|
45,304
|
2021
|
|
|
40,148
|
2022
|
|
|
40,148
|
Thereafter
|
|
|
100,294
|
Total
|
|
$
|
290,634
|
5. Software Development Costs
The Company has capitalized certain costs for software developed or obtained for internal use during the application development stage as it relates to specific contracts. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities.
The following table presents details of our software development costs as of June 30, 2018 and December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
December 31,
2017
|
|
Additions
|
|
Amortization
|
|
Balance at
June 30,
2018
|
Software Development Costs
|
|
$
|
363,777
|
|
$
|
175,612
|
|
$
|
(159,387)
|
|
$
|
380,002
|
|
|
$
|
363,777
|
|
$
|
175,612
|
|
$
|
(159,387)
|
|
$
|
380,002
|
Software development costs are being amortized on a straight-line basis over their estimated useful life of two years.
Amortization expense for software development costs was
$80,372
and
$81,822
for the three months ended June 30, 2018 and 2017, respectively.
Amortization expense for software development costs was $
159,388
and $
132,870
for the six months ended June 30, 2018 and 2017, respectively.
The estimated future amortization expense of software development costs as of June 30, 2018 is as follows:
|
|
|
|
|
|
|
|
Year ending December 31,
|
|
Amount
|
2018
|
|
$
|
329,478
|
2019
|
|
|
50,524
|
2020
|
|
|
-
|
2021
|
|
|
-
|
2022
|
|
|
-
|
Thereafter
|
|
|
-
|
Total
|
|
$
|
380,002
|
6. Notes Payable and Interest Expense
The following table presents details of our notes payable as of June 30, 2018 and December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Maturity
|
|
Interest Rate
|
|
Balance at
June 30,
2018
|
|
Balance at
December 31,
2017
|
BDC Term Loan
|
|
December 15, 2018
|
|
12%
|
|
$
|
359,244
|
|
$
|
358,466
|
ACOA Note
|
|
May 1, 2021
|
|
-
|
|
|
165,149
|
|
|
175,632
|
SVB Working Capital Line of Credit Facility
|
|
March 30, 2018
|
|
Variable
|
|
|
-
|
|
|
1,882,936
|
Bridge Loan Promissory Note
|
|
|
|
24%
|
|
|
750,000
|
|
|
-
|
Related Party Note
|
|
March 31, 2020
|
|
15%
|
|
|
80,000
|
|
|
-
|
Total Debt
|
|
|
|
|
|
|
1,354,393
|
|
|
2,417,034
|
Debt discount
|
|
|
|
|
|
|
-
|
|
|
7,786
|
Less current portion
|
|
|
|
|
|
|
(1,140,133)
|
|
|
(2,244,010)
|
Long-term debt, net of current portion
|
|
|
|
|
|
$
|
214,260
|
|
$
|
180,810
|
|
|
|
|
|
|
|
|
|
|
|
BDC Term Loan
On January 8, 2016, Livelenz, a wholly-owned subsidiary of the Company, entered into an amendment of their original loan agreement dated August 26, 2011 with the Business Development Bank of Canada (“BDC”). Under this agreement the loan will mature, and the commitments will terminate on December 15, 2018.
ACOA Note
On April 29, 2016, Livelenz, a wholly-owned subsidiary of the Company, entered into an amendment of the original agreement dated December 2, 2014 with the Atlantic Canada Opportunities Agency (“ACOA”). Under this agreement the note will mature, repayments began on June 1, 2016, and the commitments will terminate on May 1, 2021.
Bridge
Loan
Promissory Note
On April 19, 2018, the Company entered into a bridge financing agreement (“Promissory Note”) for up to $1,000,000. The Promissory Note carries an interest rate of 2% per thirty days and a facility fee of 1% of the maximum loan amount. Under this agreement the note automatically renews every thirty days until paid in full. As of June 30, 2018, the outstanding principal balance of this Promissory Note was $750,000.
Related Party Not
e
During February 2018, we conducted a private placement of Unsecured Promissory Notes (individually, a “
Note
” and collectively, the “
Notes
”). Each Note bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum and the principal and accrued interest is due and payable no later than March 31, 2020. The Company may prepay any of the Notes without notice, subject to a two percent (2%) pre-payment penalty. We sold Notes in the aggregate principal amount of $1,080,000, including $880,000 of Notes purchased by certain officers and directors of the Company. The Note offer was conducted by our management and there were no commissions paid by us in connection with the solicitation. In June 2018, the holders of Notes in the principal amount of $1,000,000, including $800,000 of Notes held by certain officers and directors, canceled $1,000,000 of principal and
$47,583 of accrued interest for 1,047,583 shares of our common stock at the rate of $1.00 per share.
SVB Working Capital Line of Credit Facility
In March 2016, we entered into a Working Capital Line of Credit Facility (the “Facility”) with Silicon Valley Bank (“SVB”) to provide up to $2 million to finance our general working capital needs. The Facility is funded based on cash on deposit balances and advances against our accounts receivable based on customer invoicing. Interest on Facility borrowings is calculated at rates between the prime rate minus 1.75% and prime rate plus 3.75% based on the borrowing base formula used at the time of borrowing. The Facility contains standard events of default, including payment defaults, breaches of representations, breaches of affirmative or negative covenants, and bankruptcy. As of March 31, 2018, this Facility was paid off and closed.
Under the terms of the Facility, the Company is obligated to pay a commitment fee on the available unused amount of the Facility commitments equal to 0.5% per annum.
The Company capitalized debt issuance costs of $42,287 as of June 30, 2018 related to the Facility, which have been amortized on a straight-line basis to interest expense over the two-year term of the Facility. As of March 31, 2018, the Company has fully amortized these costs.
Interest Expense
Interest expense was $109,63
5
and $31,501 during the three months ended June 30, 2018 and 2017, respectively.
Interest expense was $167,12
4
and $52,607 during the six months ended June 30, 2018 and 2017, respectively.
7. Stockholders’ Equity
Common Stock
The total number of shares of common stock,
$0.001
par value, that the Company is authorized to issue is
100,000,000
.
The Company issued shares of common stock of
7,080,016
and
636,143
related to restricted stock awards during the six months ended June 30, 2018 and the year ended December 31, 2017, respectively
. The Company issued
152,085
shares related to exercises of stock options and
484,058
restricted stock awards in the year ended December 31, 2017.
On February 7, 2018, the Company issued
12,500
shares of our common stock, at a price of
$0.78
per share, for the gross proceeds of
$9,595
in conjunction with
one
employee that exercised vested stock options.
On February 23, 2018, the Company issued
1,808
shares of our common stock in a cashless transaction related to a
25,000
warrant exercise.
During the three months ended March 31, 2018, the Company issued
2,018,125
shares of common stock for
$2,018,125
related to the exercise of certain warrants.
In June 2018, the Company commenced a private placement of its common shares at an offering price of
$1.00
per shares. As of June 30, 2018, the Company had sold
5,047,583
shares of its common stock for gross proceeds of
$5,047,583
including
$4,000,000
of cash and the cancellation of
$1,000,000
of principal,
$47,583
of
accrued interest
, and a loss on conversion of
$41,902
under its February 2018 private placement Notes (See Note 6).
As of June 30, 2018, and December 31, 2017 we had an equity payable balance of
$100,862
and
$100,862
, respectively.
Stock-based Plans
Stock Option Activity
The following table summarizes stock option activity for the year ended December 31, 2017 and for the six months ended June 30, 2018:
|
|
|
|
|
Options
|
Outstanding at December 31, 2016
|
5,757,880
|
Granted
|
3,027,500
|
Exercised
|
(152,085)
|
Forfeit/canceled
|
(1,451,053)
|
Expired
|
(363,294)
|
Outstanding at December 31, 2017
|
6,818,948
|
Granted
|
550,000
|
Exercised
|
(12,500)
|
Forfeit/canceled
|
(1,162,319)
|
Expired
|
(1,229,878)
|
Outstanding at June 30, 2018
|
4,964,251
|
|
|
The weighted average exercise price of stock options granted during the period was
$0.72
and the related weighted average grant date fair value was
$0.52
per share.
2018
On February 7, 2018, the Company issued
12,500
shares of our common stock, at a price of
$0.78
per share, for the gross proceeds of
$9,595
in conjunction with
one
employee that exercised vested stock options.
On March 26, 2018, the Company granted
one
employee
a total of
300,000
options to purchase shares of the Company common stock at the closing price as of March 26, 2018 of
$1.10
per share.
The Option Shares will vest ratably over
forty-eight
(48) months.
and are exercisable until March 26, 2028. The total estimated value using the Black-Scholes Model, based on a volatility rate of
102%
and an option fair value of
$.88
was
$265,575
.
In the three months ended June 30, 2018, the Company granted
seven
employees a total of
250,000
options to purchase shares of the Company common stock at prices ranging from
$0.90
to
$1.40
per share.
The options vest
25%
on the first anniversary of the grant, then equally in
36
monthly installments thereafter and are exercisable until 2028. The total estimated value using the Black-Scholes Model, based on a volatility rate of
84%
and an option value of
$0.82
was
$235,452
.
Stock-Based Compensation Expense from Stock Options and Warrants
The impact on our results of operations of recording stock-based compensation expense for the three and six months ended June 30, 2018 and 2017 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
Six Months Ended
|
|
|
June 30,
|
June 30,
|
|
|
2018
|
|
2017
|
2018
|
|
2017
|
General and administrative
|
|
$
|
62,187
|
|
$
|
224,817
|
$
|
217,851
|
|
$
|
447,361
|
Sales and marketing
|
|
|
55,617
|
|
|
31,440
|
|
124,097
|
|
|
63,604
|
Engineering, research, and development
|
|
|
37,098
|
|
|
55,749
|
|
65,796
|
|
|
75,935
|
|
|
$
|
154,902
|
|
$
|
312,006
|
$
|
407,744
|
|
$
|
586,900
|
Valuation Assumptions
The fair value of each stock option award was calculated on the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the six months ended June 30, 2018 and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30,
|
|
|
2018
|
|
2017
|
Risk-free interest rate
|
|
2.68%
|
|
2.04%
|
Expected life (years)
|
|
6.00
|
|
6.00
|
Expected dividend yield
|
|
-
|
|
-
|
Expected volatility
|
|
101.94%
|
|
85.63%
|
The risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of our employee stock options.
The expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards.
The dividend yield assumption is based on our history of not paying dividends and no future expectations of dividend payouts.
The expected volatility in 2018 and 2017 is based on the historical publicly traded price of our common stock.
Restricted stock units
The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2017 and for the six months ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic Value
|
Outstanding at December 31, 2016
|
|
|
994,417
|
|
$
|
0.72
|
|
|
0.08
|
|
$
|
731,845
|
Awarded
|
|
|
199,513
|
|
$
|
0.73
|
|
|
0.70
|
|
$
|
-
|
Released
|
|
|
(484,058)
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
Canceled/forfeited/expired
|
|
|
(47,072)
|
|
$
|
0.72
|
|
|
-
|
|
$
|
-
|
Outstanding at December 31, 2017
|
|
|
662,800
|
|
$
|
0.72
|
|
|
0.70
|
|
$
|
795,360
|
Awarded
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
Released
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
Canceled/forfeited/expired
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
Outstanding at June 30, 2018
|
|
|
662,800
|
|
$
|
0.33
|
|
|
0.75
|
|
$
|
516,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to vest at June 30, 2018
|
|
|
662,800
|
|
$
|
-
|
|
|
-
|
|
$
|
516,984
|
Vested at June 30, 2018
|
|
|
417,770
|
|
$
|
-
|
|
|
-
|
|
$
|
325,861
|
Unvested at June 30, 2018
|
|
|
245,030
|
|
$
|
-
|
|
|
-
|
|
$
|
191,123
|
Unrecognized expense at June 30, 2018
|
|
$
|
162,687
|
|
|
|
|
|
|
|
|
|
Stock Based Compensation from Restricted Stock
The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and six months ended June 30, 2018 and 2017 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
General and administrative
|
|
$
|
8,702
|
|
$
|
56,416
|
|
$
|
30,546
|
|
$
|
118,940
|
|
|
$
|
8,702
|
|
$
|
56,416
|
|
$
|
30,546
|
|
$
|
118,940
|
As of June 30, 2018, there was unearned restricted stock unit compensation as described in the tables above. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned restricted unit compensation expense. Future unearned restricted unit compensation will increase to the extent we grant additional equity awards.
Warrants Issued to Investors and Placement Agents
At June 30, 2018, we had warrants to purchase
4,529,164
shares of common stock at
$1.20
per share and
605,185
at
$1.00
per share, respectively, which are outstanding. Of this amount, warrants to purchase
2,762,868
shares expire in 2018, warrants to purchase
1,558,356
shares expire in 2019, and warrants to purchase
813,125
shares expire in 2020.
8. Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires companies to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value.
The following table presents assets that are measured and recognized at fair value as of June 30, 2018 on a recurring and non-recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gains (Losses)
|
Goodwill (non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
803,118
|
|
$
|
-
|
Intangibles, net (non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
670,636
|
|
$
|
-
|
The following table presents assets that are measured and recognized at fair value as of December 31, 2017 on a recurring and non-recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gains (Losses)
|
Goodwill (non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
803,118
|
|
$
|
-
|
Intangibles, net (non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
676,436
|
|
$
|
-
|
9. Commitments and Contingencies
Litigation
On July 2, 2018, a former employee of ours filed an action against us in the Superior Court of the State of Arizona in and for Maricopa County (
Armstrong v. Mobivity Holdings Corp
.,
et al
. Case No. CV-2018-052706). The lawsuit generally alleges that we failed to pay the plaintiff a bonus and commissions totaling $284,350. The complaint seeks treble damages, totaling $853,050, and plaintiff’s attorneys’ fees and costs. We deny that the claims in the action have any merit and intend to vigorously defend the action.
10. Related Party Transactions
As discussed in Note 7, we conducted the private placement of our securities during the six months ended June 30, 2017 for the gross proceeds of $1,953,600. One officer and one director of the Company participated in the private placement investing a total of $1,025,000 in exchange for 1,708,333 shares of our common stock.
As discussed in Note 6, we conducted the private placement of Notes in February 2018. Certain officers and directors purchased Notes in the aggregate principal amount of $880,000. In connection our private placement of common stock commenced in June 2018 (see Note 7), those officers and directors cancelled all principal and interest under the Notes in June 2018 at the rate of $1.00 per share.
11. Subsequent Events
Between July 1, 2018 and July 30, 2018, the Company sold an additional
1,775,000
shares of common stock for cash of
$1,775,000
as part of the private placement commenced in June 2018. See Note 7.