|
Acquisition of NAPW (Tables)
|
9 Months Ended |
|
Sep. 30, 2014
|
| Acquisition of NAPW [Abstract] |
|
| Schedule of Purchase Price Allocation |
The preliminary allocation of the purchase price is summarized as follows:
|
Fair value of common stock issued (6,309,845 shares)
|
|
$ |
35,272,033 |
|
|
Cash paid
|
|
|
3,555,000 |
|
|
Promissory note issued
|
|
|
434,582 |
|
|
Stock options issued (183,000 options)
|
|
|
556,496 |
|
|
Common stock purchase warrants issued (181,250 warrants)
|
|
|
294,342 |
|
|
Total consideration
|
|
|
40,112,453 |
|
| |
|
|
|
|
|
Allocated to:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
5,198 |
|
|
Accounts receivable
|
|
|
353,377 |
|
| Incremental direct costs
|
|
|
931,126 |
|
|
Prepaid expenses and other current assets
|
|
|
297,904 |
|
|
Property and equipment
|
|
|
795,618 |
|
|
Security deposits
|
|
|
342,190 |
|
|
Merchant reserve
|
|
|
1,528,558 |
|
|
Other assets
|
|
|
10,000 |
|
|
Accounts payable
|
|
|
(6,153,564 |
) |
|
Accrued expenses
|
|
|
(1,804,624 |
) |
|
Deferred revenue
|
|
|
(8,880,000 |
) |
|
Deferred tax liability
|
|
|
(5,836,250 |
) |
|
Merchant cash advances
|
|
|
(447,371 |
) |
|
Capital lease obligations
|
|
|
(22,397 |
) |
|
Net liabilities assumed
|
|
|
(18,880,235 |
) |
| |
|
|
|
|
|
Excess of purchase price over net liabilities assumed before
allocation to identifiable intangible assets and goodwill
|
|
$ |
58,992,688 |
|
|
| Schedule of Acquired Intangible Assets and Goodwill |
| |
|
Amount
|
|
|
Estimated
Useful Life
(Years)
|
|
|
Sales Process
|
|
$ |
3,440,000 |
|
|
|
10 |
|
|
Paid Member Relationships
|
|
|
890,000 |
|
|
|
5 |
|
|
Member Lists
|
|
|
8,957,000 |
|
|
|
5 |
|
|
Developed Technology
|
|
|
648,000 |
|
|
|
3 |
|
|
Trade Name/Trademarks
|
|
|
440,000 |
|
|
|
4 |
|
| Amortizable Intangible Assets |
|
|
14,375,000 |
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
44,617,688 |
|
|
|
|
|
| |
|
$ |
58,992,688 |
|
|
|
|
|
|
| Schedule of Pro Forma Information |
The following unaudited consolidated pro forma information gives effect to the acquisition of NAPW as if this transaction had occurred on January 1, 2013. The following pro forma information is presented for illustration purposes only and is not necessarily indicative of the results that would have been attained had the acquisition of NAPW been completed on January 1, 2013, nor are they indicative of results that may occur in any future periods.
| |
|
Three Months Ended Sept. 30,
|
|
|
Nine Months Ended Sept. 30,
|
|
| |
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
Revenues
|
|
$ |
7,568,509 |
|
|
$ |
6,457,383 |
|
|
$ |
22,317,767 |
|
|
$ |
17,160,653 |
|
|
Net loss
|
|
$ |
(212,970 |
) |
|
$ |
(1,235,674 |
) |
|
$ |
(2,718,067 |
) |
|
$ |
(4,874,809 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.39 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
12,619,690 |
|
|
|
12,627,930 |
|
|
|
12,623,019 |
|
|
|
12,628,072 |
|
|