XML 15 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Affinity Acquisition
 9 Months Ended
Sep. 30, 2013
Business Combinations [Abstract]  
Affinity Acquisition
Affinity Acquisition

On October 1, 2012, the Company completed the acquisition of privately held Affinity VideoNet, Inc. ("Affinity"), a provider of public videoconferencing rooms and managed videoconferencing services to professional service organizations globally. The Company acquired 100% of the stock of Affinity, accounted for as a business combination, and paid an aggregate purchase price of $15,901,000. The purchase price consisted of (i) approximately $8.0 million in cash (obtained through debt financing as discussed below in Note 6), (ii) a $2.33 million promissory note payable to the Affinity stockholders, subject to adjustment, and (iii) 2,650,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") valued at approximately $5,512,000 based on the closing price of the Company's stock on October 1, 2012, subject to adjustment.

The accompanying condensed consolidated financial statements for the nine and three months ended September 30, 2012 do not include any revenues or expenses related to the Affinity business since the closing date of the acquisition was October 1, 2012. The Company's unaudited pro-forma results for the nine and three months ended September 30, 2012 are summarized in the following table, assuming the acquisition had occurred on January 1, 2012 (in thousands):

 
Nine Months Ended September 30, 2012
 
Three Months Ended September 30, 2012
Revenue
$
28,133

 
$
9,114

Net income (loss)
656

 
(1,229
)
 
 
 
 
Earnings (loss) per share:
 
 
 
     Basic
$
0.02

 
$
(0.04
)
     Diluted
$
0.02

 
$
(0.04
)
 
 
 
 
Weighted average number of common shares:
 
 
 
     Basic
27,482

 
27,597

     Diluted
27,482

 
27,597



These unaudited pro-forma results were prepared for comparative purposes only, and do not purport to be indicative of the results of operations which would have actually resulted had the acquisition occurred on January 1, 2012, nor to be indicative of future results of operations.

Below is a summary of goodwill activity for the nine months ended September 30, 2013 (in thousands):

Goodwill, December 31, 2012
$
9,900

     Settlements
(11
)
     Reduction of Note (see Note 6)
(240
)
     Working capital adjustments
176

Goodwill, September 30, 2013
$
9,825