Acquisition

12 Months Ended

Dec. 31, 2012

Acquisition

Acquisition

3. Acquisition

        On August 6, 2012, we acquired the assets of Cloud 9 for $3,500 plus the assumption of certain liabilities. Cloud 9 provides Wi-Fi sponsorship and location-based advertising at airports, hotels, bars and restaurants, and recreational areas in the U.S. and Canada. The acquisition has been accounted for under the acquisition method of accounting in accordance with the FASB ASC 805, Business Combinations. As such, the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. We incurred $50 in transaction costs. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Cloud 9 with us. Cloud 9 was consolidated into our results of operations starting August 6, 2012, the acquisition date. Cloud 9 has been integrated into the Company's product offering; therefore, its not practical to disclose actual and pro forma financial results for Cloud 9 since the acquisition.

        The following table summarizes the allocation of the total purchase price as of August 6, 2012:

Current assets	$	899
Property, plant and equipment		65
Intangible and other assets		1,758
Goodwill		1,232
Current liabilities		(454	)
Net assets acquired	$	3,500

        The fair value of the acquired assets and liabilities at the time of the acquisition was estimated at $3,185, net of cash acquired. As the acquired entity is a private company, the fair value was based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in FASB ASC 820, Fair Value Measurements and Disclosures. Fair values were determined using recognized business valuation techniques.

        The intangible assets are all definite-lived intangibles and are recognized on a straight-line basis over their weighted average lives of approximately 5 years.