Acquisitions (Tables)

3 Months Ended

Mar. 31, 2014

AutoUSA [Member]

Fair value of consideration transferred

The AutoUSA Acquisition Date fair value of the consideration transferred totaled $11.9 million which consisted of the following (in thousands):

Cash (including a working capital adjustment of $44)	$	10,044
Convertible subordinated promissory note		1,300
Warrant to purchase $1.0 million of Company common stock		510
	$	11,854

Fair value of assets and liabilities assumed

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the AutoUSA Acquisition Date.  Because the transaction was completed in the three months ended March 31, 2014, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition.

	(in thousands)
Net identifiable assets acquired	$	758
Long-lived intangible assets acquired		3,750
Goodwill		7,346
	$	11,854

Acquired intangible assets

The acquired intangible assets include the following:

	Valuation Method	Estimated Fair Value		Estimated Useful Life (1)
		(in thousands)		(years)
Non-compete agreements	Discounted cash flow    (2)	$	90		2
Customer relationships	Excess of earnings        (3)		2,660		5
Trademark/trade names	Relief from Royalty      (4)		1,000		5
Total purchased intangible assets		$	3,750

(1)	Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.
(2)	The non-compete agreements fair value was derived by calculating the difference between the present value of the Company's forecasted cash flows with the agreements in place and without the agreements in place.
(3)	The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships.
(4)	The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and doesn't have to pay a third party a license fee for it use.

Unaudited pro forma consolidated results of operations

The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows (in thousands):

	Three Months Ended March 31, 2013
Unaudited pro forma consolidated results:
Revenues	$	25,534
Net income		616

Advanced Mobile [Member]

Fair value of consideration transferred

The Advanced Mobile Acquisition Date fair value of the consideration transferred totaled $3.4 million which consisted of the following:

	(in thousands)
Cash (including working capital adjustment of $70)	$	2,570
Contingent consideration		825
	$	3,395

Fair value of assets and liabilities assumed

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Advanced Mobile Acquisition Date.  Because the transaction was completed subsequent to the end of the third quarter of 2013, we have not yet finalized the fair values of the assets and liabilities assumed in connection with the acquisition.

	(in thousands)
Net identifiable assets acquired	$	90
Definite-lived intangible assets acquired		1,380
Goodwill		1,925
Net assets acquired	$	3,395

Acquired intangible assets

The acquired intangible assets include the following:

	Valuation Method	Estimated Fair Value		Estimated Useful Life (1)
		(in thousands)		(years)
Non-compete agreements	Discounted cash flow (2)	$	110		5
Customer relationships	Excess of earnings (3)		450		2
Developed technology	Excess of earnings (3)		820		5
Total purchased intangible assets		$	1,380

(1)	Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.
(2)	The non-compete agreement fair values were derived by calculating the difference between the present value of the Company’s forecasted cash flows with the agreements in place and without the agreements in place.
(3)	The excess of earnings method estimates a purchased intangible asset’s value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships.

Unaudited pro forma consolidated results of operations

The unaudited pro forma consolidated results of operations, assuming the acquisition had occurred on January 1, 2013, are as follows:

	Three Months Ended March 31, 2013
	(in thousands)
Unaudited pro forma consolidated results:
Revenues	$	18,509
Net income	$	331