Acquisitions (Tables)

9 Months Ended

Sep. 30, 2017

The following is a summary of the consideration transferred:



	At October 3, 2016
Cash consideration ⁽¹⁾	$	33,155,532
Equity consideration	32,376,505
Contingent consideration	3,000,000
Total consideration	$	68,532,037

(1) Cash consideration includes a $2.9 million escrow payment to be paid out 18 months from the date of the transaction.

The acquisition-date fair value of the consideration transferred is as follows:



	At April 3, 2017

Cash consideration ⁽¹⁾	$	60,000,000
Net working capital adjustment	14,467,379
Total estimated consideration	$	74,467,379

(1) Cash consideration includes a $6.0 million escrow payment to be paid out 12 months from the date of the transaction.

Purchase price allocation

The following is a purchase price allocation as of the April 3, 2017 acquisition date:



	At April 3, 2017
Cash and cash equivalents	$	8,164,587
Accounts receivable	2,961,593
Prepaid expenses and other current assets	5,588,308
Restricted cash	500,000
Property and equipment	1,476,010
Other assets	394,037
Intangible assets	23,830,000
Accounts payable	(1,632,306		)
Accrued expenses and other current liabilities	(783,096		)
Deferred revenue	(809,244		)
Deferred tax liability	(1,135,739		)
Net assets acquired	$	38,554,150
Goodwill	35,913,229
Total consideration	$	74,467,379

The following is the purchase price allocation as of the October 3, 2016 acquisition date:



	At October 3, 2016
Cash and cash equivalents	$	2,851,338
Accounts receivable	4,146,927
Prepaid expenses and other current assets	280,379
Restricted cash	393,261
Property and equipment	396,998
Deferred tax asset	157,111
Intangible assets	18,230,000
Accounts payable	(1,055,802		)
Accrued expenses and other current liabilities	(208,628		)
Deferred revenue	(189,066		)
Net assets acquired	$	25,002,518
Goodwill	43,529,519
Total consideration	$	68,532,037

Amounts assigned to identifiable intangible assets

The preliminary amounts assigned to the identifiable intangible assets are as follows:



	Fair Value
Trademarks	$	9,895,000
Software	13,205,000
Customer relationships	730,000
Total identifiable intangible assets	$	23,830,000

The amounts assigned to the identifiable intangible assets are as follows:



	Fair Value
Trademark	$	7,155,000
Software	2,500,000
Customer relationships	8,575,000
Total identifiable intangible assets	$	18,230,000

Pro forma information

The following pro forma information shows the results of the Company’s operations for the three and nine months ended September 30, 2017 and 2016 as if the if(we) Acquisition had occurred on January 1, 2016. The pro forma information also includes the results of Skout as if the Skout Aquisition, as defined below, occurred on January 1, 2015 for comparability purposes. The pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the Skout Acquisition and if(we) Acquisition had been made as of that date.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Revenues	$	32,246,472	$	34,834,671	$	94,415,702	$	98,969,801
Net income	$	2,222,722	$	1,031,420	$	2,844,422	$	31,235,947
Basic earnings per share	$	0.03	$	0.02	$	0.04	$	0.63
Diluted earnings per share	$	0.03	$	0.02	$	0.04	$	0.56