Quarterly report pursuant to Section 13 or 15(d)

Acquisition of Shoom, Inc.

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Acquisition of Shoom, Inc. (Shoom Inc)
 3 Months Ended
Mar. 31, 2014
Shoom Inc
  
Business Acquisition [Line Items]  
Acquisition
Note 5 - Acquisition of Shoom, Inc.
 
Effective August 31, 2013, the Company entered into an Agreement and Plan of Merger (the “Agreement”) to acquire 100% of the stock of Shoom, a California based provider of cloud based data analytics and enterprise solutions to the media, publishing, and entertainment industries.
 
The purchase price of this acquisition aggregated $8,107,000 and consisted of cash to be paid of $2,500,000, and 2,762,000 shares of the Company's common stock deemed to have a fair value of $5,607,000. The cash portion was funded by the excess working capital the Company obtained from the Shoom acquisition.  The cash consideration is subject to adjustment under terms of the Agreement. Total costs incurred for the Shoom acquisition were $316,387 which consisted primarily of professional fees.
 
The acquisition of Shoom was accounted for by the Company under the acquisition method of accounting, whereby assets acquired and liabilities assumed by the Company are recorded at their estimated fair values as of the date of acquisition and the results of operations of the acquired company are consolidated with those of the Company from the date of acquisition. The Company deemed the quoted market prices for those shares not to be a reliable measurement method due to the very limited trading activity in such securities.
 
The purchase price is allocated as follows:
 
Assets Acquired:
      
Cash
   $ 3,669,000  
Marketable securities
     605,000  
Receivables
     141,000  
Other assets (Note A)
     178,000  
Property and equipment
     29,000  
Trade name/trademarks (Note B)
     120,000  
Customer relationships (Note B)
     1,270,000  
Developed technology (Note C)
     1,380,000  
Goodwill
     1,164,000  
      8,556,000  
Liabilities Assumed:
        
Accounts payable
     69,000  
Other current liabilities (Note D)
     380,000  
      449,000  
Purchase Price
   $ 8,107,000  
 
(A)
Other current assets consist primarily of approximately $137,000 of prepaid expenses, $30,000 of other receivables and $11,000 of security deposits.
(B)
The trade name/trademarks and customer relationships are identifiable intangible assets that are being amortized over their useful life of seven years.
(C)
The developed technology is an identifiable intangible asset that is being amortized over their useful life of four years.
(D)
Other current liabilities consist primarily of approximately $136,000 of payroll liabilities and $167,000 of profit sharing liabilities.