XML 62 R31.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Acquisition (Tables)
12 Months Ended
Dec. 31, 2012
Business Acquisition [Abstract]  
Schedule Of Business Combination Consideration Allocation
($ in thousands)
Cash (1) $ 10,250
Issued puttable common stock (2)   4,125
Contingent consideration payable (3)   1,929
Hold-back payable (4)   750
Working capital adjustment payable (5)   648
Price protection (6)   116
Total consideration $ 17,818

 

1) $5.0 million of this amount was borrowed from CoBank, ACB (see Note 13).

2) The Company issued 272,479 shares of the Company's common stock to the members of Alteva, LLC with an embedded put option. The terms of the lock-up and put agreement were subsequently revised in 2012 as noted below.

3) Up to a total of $2.0 million in cash was payable to Alteva, LLC. The Company paid off the liability of $2.0 million as of December 31, 2012.

4) This hold-back amount, withheld at closing, was payable to Alteva, LLC on August 5, 2012, less any amounts offset against such amount pursuant to the terms of the Alteva Agreement. The Company repaid the balance as of December 31, 2012

5) Working capital adjustment was payable to Alteva, LLC pursuant to the terms of the Alteva Agreement. As of December 31, 2011, the Company had repaid $0.5 million to Alteva, LLC., with the remaining $0.2 million being repaid as of December 31, 2012.

6)The purchase price protection provided that if the price of the Company's common stock for the 30 trading days immediately prior to October 21, 2012 or December 15, 2012 (but excluding the three trading days prior to and after the record date for any cash dividend declared by the Company) (the "Release Date Price") was less than $11.74, then the Company would issue to the Alteva, LLC members the aggregate number of shares of the Company's common stock equal to the difference between $1.6 million and the market value of 50% of the aggregate Alteva Shares on October 21, 2012 or December 15, 2012, or 100% of the aggregate Alteva Shares if the Release Date Price is less than $11.74 on both dates. The Company recorded the valuation of the price protection derivative liability using a binomial method based on significant inputs not observed in the market and thus represented a Level 3 instrument. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company's own assumptions in measuring fair value.

Schedule Of Purchase Price Allocation
    ($ in thousands)  
 
Accounts receivable $ 788  
Prepaid expenses   70  
Property, plant and equipment   530  
Seat licenses   570  
Trade name   2,400  
Customer relationships   5,400  
Goodwill   9,121  
Total assets acquired   18,879  
 
Accounts payable   (162 )
Accrued expenses   (132 )
Customer deposits   (67 )
Capital leases payable   (671 )
Deferred revenue   (29 )
Total liabilities assumed   (1,061 )
 
Total transaction value $ 17,818  
Schedule Of Unaudited Pro Forma Results
    (unaudited)  
    2011     2010
    ($ in thousands)  
 
Operating revenues $ 29,997   $ 30,374
 
Net Income (loss) $ (3,697 ) $ 1,960
 
Basic earnings (loss) per share $ (0.65 ) $ 0.35
Dilluted earnings (loss) per share $ (0.65 ) $ 0.35