XML 59 R20.htm IDEA: XBRL DOCUMENT v3.2.0.727
Acquisition (Tables)
6 Months Ended
Jun. 30, 2015
Business Combinations [Abstract]  
Summary of Net Impact Due to Acquisition
The following table summarizes the net impact to cash for the proceeds of the Credit Agreement, debt assumed (Term Loan less the fair value of the Warrant and derivative liability), issuance of common shares, the impact to additional paid-in capital for the issuance of shares and fair value of the Warrant, derivative liability and transaction costs:

(in thousands)
 
 
Credit Agreement
 
$
5,000

Cash consideration
 
(4,000
)
Net proceeds from Credit Agreement
 
$
1,000

 
 
 
Term Loan
 
$
5,000

Debt discount associated with Warrant
 
(2,656
)
Derivative liability with additional warrant feature
 
(908
)
Net debt recorded with Acquisition
 
$
1,436

 
 
 
Common Stock (6,500,000 shares at $0.04 par)
 
$
260

 
 
 
Additional paid-in capital: issuance of shares
 
$
2,740

Additional paid-in capital: fair value of Warrant
 
2,656

Net increase to APIC with Acquisition
 
$
5,396

Preliminary Allocation of Purchase Price
The preliminary allocation of purchase price is as follows:
(in thousands)
 
 
Accounts receivable, net of allowance of $16
 
$
877

Inventory and other current assets
 
193

Fixed assets
 
$
275

Customer portal (existing technologies)
 
1,930

Customer relationships
 
$
4,151

Goodwill
 
766

Accounts payable and accrued expenses
 
$
(750
)
Deferred revenue
 
(442
)
Preliminary Purchase Price
 
$
7,000

Business Acquisition, Pro Forma Information
The following table provides unaudited pro forma results of operations for the three and six month periods ended June 30, 2015 and 2014 as if the acquisition had been completed on the first day of our 2014 fiscal year.

 
 (in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Pro forma revenues
 
$
7,662

 
$
10,596

 
$
15,750

 
$
21,788

 
 
 
 
 
 
 
 
 
Pro forma net loss from continuing operations
 
$
(2,749
)
 
$
(2,903
)
 
$
(5,856
)
 
$
(7,015
)