Warrant			Consideration
		Cash			Shares			Grant			Paid
SuckerPunch		$	357,500			307,487			93,583		$	1,686,347

		SuckerPunch
Cash		$	—
Accounts receivable, net			—
Intangible assets			1,525,584
Goodwill			160,763
Total identifiable assets		$	1,686,347
Total identifiable liabilities			—
Total purchase price		$	1,686,347

								Consideration
		Cash			Shares			Paid
Fight Time		$	84,000			74,667		$	371,468

		Fight Time
Cash		$	—
Accounts receivable			—
Intangible assets			48,867
Goodwill			322,601
Total identifiable assets		$	371,468
Total identifiable liabilities			—
Total purchase price		$	371,468

 

								Consideration
		Cash			Shares			Paid
NFC		$	140,000			273,304		$	506,227

 

		NFC
Cash		$	—
Accounts receivable			—
Fixed assets			20,000
Intangible assets			120,000
Goodwill			366,227
Total identifiable assets		$	506,227
Total identifiable liabilities			—
Total purchase price		$	506,227

 

 

								Consideration
		Cash			Shares			Paid
Fight Club OC		$	207,900			693,000		$	1,018,710

 

		Fight Club OC
Cash		$	159,000
Accounts receivable			—
Intangible assets			500,000
Goodwill			518,710
Total identifiable assets		$	1,177,710
Total identifiable liabilities			(159,000)
Total purchase price		$	1,018,710

 

 

								Consideration
		Cash			Shares			Paid
Victory Fighting Championship		$	180,000			267,891		$	822,938

 

In connection with the business acquisition, 121,699 shares of the 267,891 shares of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Victory post-closing. Accordingly, in the event the gross profit of Victory is less than $140,000 during the 12 month period following the acquisition, all 121,699 shares held in escrow will be forfeited. Additionally, 146,192 shares were placed into a separate escrow to indemnify the Company for potential additional expenses incurred by Victory prior to the acquisition and to cover any uncollectible accounts receivable.

 

The following table reflects the preliminary allocation of the purchase price for the business of Victory to identifiable assets, liabilities, and preliminary pro forma intangible assets and goodwill:

		Victory
Cash		$	—
Accounts receivable			32,180
Fixed assets			30,000
Intangible assets			600,000
Goodwill			268,167
Total identifiable assets		$	930,347
Total identifiable liabilities			(107,409)
Total purchase price		$	822,938

 

 

The Company completed the first tranche of its IPO on September 30, 2016, and closed the acquisitions of the Initial Business Units and the Acquired Assets. The transactions were accounted for as business combinations and the results of operations of the Initial Business Units have been included in the Alliance MMA results since the date of acquisition.

 

The following table is a reconciliation of the preliminary purchase price allocation at September 30, 2016 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date:

 

 

 

		Preliminary			Adjustments			Final
Cash and equivalents		$	118,764		$	—		$	118,764
Accounts receivable and other current assets, net			34,599			—			34,599
Property and equipment, net			23,661			—			23,661
Intangible assets			5,839,700			(2,264,700)			3,575,000
Goodwill			2,878,071			1,561,942			4,440,013
Total identifiable assets		$	8,894,795		$	702,758		$	8,192,037
Accounts payable and accrued expenses			1,055,906			(702,758)			353,148
Total identifiable liabilities		$	1,055,906		$	(702,758)		$	353,148
Total purchase price		$	7,838,889		$	—		$	7,838,889

 

 

Intangible assets		Useful Life		Allocated Amount
Video library, intellectual property		4 years		$	1,125,000
Venue relationships		7 years			1,720,000
Ticketing software		3 years			90,000
Trademark and brand		3 years			330,000
Promoter relationships		6 years			310,000
Total intangible assets, gross				$	3,575,000

 

In conjunction with the final purchase price allocation, the Company recognized a cumulative measurement period adjustment benefit of approximately $(551,687) related to the adjustment to intangible assets. This benefit is a reduction to amortization expense which is included within General and Administrative expense of the Statement of Operations for the three and nine months ended September 30, 2017.

 

 

Goodwill

 

Balance as of December 31, 2016			$	3,271,815
Goodwill – Sucker Punch				160,763
Goodwill – Fight Time Promotions				322,601
Goodwill – National Fighting Championships				366,227
Goodwill – Fight Club OC				518,710
Goodwill – Victory				268,167
Final purchase price adjustment – Initial Business Units				1,561,942
Balance as of September 30, 2017			$	6,470,225

 

Intangible Assets

 

 

				September 30, 2017									December 31, 2016
		Useful		Gross			Accumulated						Gross			Accumulated
Intangible assets		Life		Assets			Amortization			Net			Assets			Amortization			Net
Video library, intellectual property		4 years		$	1,158,500		$	286,136		$	872,364		$	3,512,741		$	181,824		$	3,330,917
Venue relationships		7 years			1,720,000			245,174			1,474,286			1,966,400			163,867			1,802,533
Ticketing software		3 years			90,000			30,000			60,000			360,559			30,047			330,512
Trademark and brand		3 years			1,723,867			283,946			1,439,921			325,000			8,749			316,251
Fighter contracts		3 years			1,525,584			381,396			1,144,188			—			—			—
TV contract		2 years			200,000			—			200,000			—			—			—
Promoter relationships		6 years			310,000			51,668			258,332			—			—			—
Total intangible assets, gross				$	6,727,951		$	1,278,860		$	5,449,091		$	6,164,700		$	384,487		$	5,780,213

 

 

The amortization expense benefit of $(551,687) for the quarter ended September 30, 2017, is attributable to the final purchase price allocation of the Initial Business Units and reclass of $2,264,700 from intangible assets to goodwill.

 

 

2017 (Remaining three months)		$	437,672
2018			1,750,688
2019			1,714,716
2020			736,695
2021			288,344
Thereafter			520,976
		$	5,449,091

 

Pro Forma Results

 

 

		Three Months Ended			Nine Months Ended
		September 30, 2016			September 30, 2016
Revenue		$	335		$	1,559
Net (loss)		$	(848)		$	(4,052)