|
Acquisitions (Tables)
|
12 Months Ended |
|
Dec. 31, 2012
|
| Estimated Useful Lives of Acquired Intangibles |
The estimated useful lives of the acquired
intangibles are as follows:
| |
|
Useful Lives (Years) |
|
| |
|
Txtstation |
|
|
Mobivity |
|
|
Boomtext |
|
| |
|
|
|
|
|
|
|
|
|
| Customer contracts |
|
|
5 |
|
|
|
n/a |
|
|
|
n/a |
|
| Customer relationships |
|
|
n/a |
|
|
|
2 |
|
|
|
2 |
|
| Trade name |
|
|
1 |
|
|
|
5 |
|
|
|
1 |
|
| Technology / IP |
|
|
5 |
|
|
|
5 |
|
|
|
1 |
|
| Non-compete |
|
|
1.5 |
|
|
|
2 |
|
|
|
2 |
|
| Goodwill |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
| Pro Forma Information |
The unaudited pro forma condensed results of operations has been prepared for comparative purposes only and does not purport to
be indicative of the actual operating results that would have been recorded had the acquisitions actually taken place on January
1, 2011 or 2010, and should not be taken as indicative of future consolidated operating results.
| |
|
Years ended December 31, |
|
| |
|
2011 |
|
|
2010 |
|
| Pro forma revenue |
|
$ |
3,678,963 |
|
|
$ |
3,294,422 |
|
| Pro forma net loss |
|
$ |
(16,688,474 |
) |
|
$ |
(2,476,229 |
) |
|
|
TxtstationAcquisition [Member]
|
|
| Allocation of the purchase price to assets and liabilities |
Actual results of operations of Txtstation
are included in the Company’s consolidated financial statements from the date of acquisition. The allocation of the purchase
price to assets and liabilities based upon fair value determinations was as follows:
| Current assets |
|
$ |
10,184 |
|
| Equipment |
|
|
31,230 |
|
| Customer contracts |
|
|
1,026,000 |
|
| Trade name |
|
|
36,000 |
|
| Technology / IP |
|
|
182,000 |
|
| Non-compete |
|
|
1,000 |
|
| Goodwill |
|
|
6,373,730 |
|
| Assumed liabilities - deferred revenue |
|
|
(20,000 |
) |
| Total purchase price |
|
$ |
7,640,144 |
|
The consideration given consisted of the following:
| Cash |
|
$ |
26,184 |
|
| Present value of scheduled cash payments |
|
|
241,960 |
|
| Common stock |
|
|
7,372,000 |
|
| Total purchase price |
|
$ |
7,640,144 |
|
|
|
MobivityAcquisition [Member]
|
|
| Allocation of the purchase price to assets and liabilities |
Actual results of the operations acquired are included in the Company’s consolidated financial statements from the date of
acquisition. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:
| Customer relationships |
|
$ |
814,000 |
|
| Trade name |
|
|
65,000 |
|
| Technology / IP |
|
|
217,000 |
|
| Non-compete |
|
|
5,000 |
|
| Goodwill |
|
|
2,690,033 |
|
| Total purchase price |
|
$ |
3,791,033 |
|
The consideration given consisted of the following:
| Cash |
|
$ |
64,969 |
|
| Subordinated secured note payable |
|
|
606,064 |
|
| Common stock |
|
|
3,120,000 |
|
| Total purchase price |
|
$ |
3,791,033 |
|
|
|
BoomTextAcquisition [Member]
|
|
| Allocation of the purchase price to assets and liabilities |
Actual results of the operations acquired are included in the Company’s consolidated financial statements from the date of
acquisition. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:
| Prepaid assets |
|
$ |
3,000 |
|
| Customer relationships |
|
|
592,000 |
|
| Trade name |
|
|
39,000 |
|
| Technology / IP |
|
|
59,000 |
|
| Non-compete |
|
|
10,000 |
|
| Goodwill |
|
|
4,373,477 |
|
| Total purchase price |
|
$ |
5,076,477 |
|
The consideration given consisted of the following:
| Cash |
|
$ |
120,514 |
|
| Secured subordinated promissory note |
|
|
175,000 |
|
| Unsecured subordinated promissory note |
|
|
182,460 |
|
| Common stock |
|
|
826,069 |
|
| Earn-out payable |
|
|
3,657,585 |
|
| Liabilities assumed |
|
|
114,849 |
|
| Total purchase price |
|
$ |
5,076,477 |
|
|