Enom 2012 Annual Report Download - page 114

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F-31
On December 31, 2012, the Company completed the acquisition of the net assets of Name.com, a retail registrar
company based in Denver, Colorado. The purchase consideration of $18,000 comprised an initial cash payment of $16,200 and
the remaining $1,800 is subject to a hold back to satisfy post-closing indemnification obligations as well as a working capital
adjustment and any remaining portion of such hold back amount that is not subject to then pending claims will be paid to the
selling shareholders prior to or on the 18-month anniversary of the closing of the transaction. Developed technology, customer
relationships and owned website names have an average useful life of 4 years, non-compete arrangements have a useful life of
5 years and trade names have an indefinite useful life. Goodwill, which is comprised of the excess of the purchase
consideration over the fair value of the identifiable net assets acquired, is primarily derived from assembled workforce and the
Company's ability to generate synergies with its services. Goodwill of approximately $10,500 is expected to be deductible for
tax purposes.
The following table summarizes the allocation of the purchase consideration and the estimated fair value of the assets
acquired and the liabilities assumed for business acquisitions made by the Company during the year ended December 31, 2011:
CoveritLive Emerging
Cast RSS
Graffiti IndieClick Total
Goodwill $ 2,929 $ 3,402 $ 13,325 $ 11,484 $ 31,140
Developed technology 1,160 — 2,640 635 4,435
Customer relationships 600 — 228 2,008 2,836
Non-compete arrangements 30 61 — 286 377
Trade names and other 35 10 12 250 307
Other assets acquired (liabilities assumed) 146 (41) 23 (1,625)(1,497)
Total $ 4,900 $ 3,432 $ 16,228 $ 13,038 $ 37,598
On February 23, 2011, the Company completed the acquisition of the assets of CoveritLive, a company that provides
social media services by powering live events with social engagement tools. The purchase consideration of $4,900 was
comprised of cash of $4,469 and a pre-existing note receivable, including accrued interest, of $431. $632 was subject to a hold
back to satisfy post-closing indemnification obligations and the remaining portion of such hold back amount that is not subject
to then pending claims was paid to the selling shareholders on the 18-month anniversary of the closing of the transaction.
On July 1, 2011, the Company acquired EmergingCast, a business in Argentina that specializes in the creation of
Spanish and Portuguese language media content. The acquisition is intended to support the Company's international expansion
efforts. The purchase consideration of $3,432 was comprised of cash of $2,725 and 53 shares of common stock valued at $707,
based on the Company's stock price on the acquisition date.
On August 5, 2011, the Company acquired 100% of the membership units (including the profits interest) of RSS
Graffiti, LLC, a creator of content sharing applications on Facebook, helping online publishers, brands and individuals to
program content for their fan audience on Facebook. The purchase price of approximately $16,228 (subject to adjustment) was
comprised of cash consideration of approximately $12,614 and 390 shares of unregistered common stock valued at $3,614,
based on the Company's stock price on the acquisition date. $750 of the cash purchase price was held back by the Company to
satisfy post-closing indemnification obligations and/or post-closing working capital adjustments based on the balance sheet as
of the acquisition date as was paid on the 12-month anniversary of the acquisition date.
On August 8, 2011, the Company acquired 100% of the equity of IndieClick Media Group, Inc., an online branding
and advertising company that represents niche-focused online properties in the entertainment, music, film, fashion and comedy
categories, for approximately $13,038 (subject to adjustment) in cash. $1,400 of the purchase consideration was subject to a
hold back to satisfy post-closing indemnification obligations and/or post-closing working capital adjustments and the remaining
portion of such hold back amount that was not subject to then pending claims was paid to the selling shareholders on the 18-
month anniversary of the closing of the transaction.
For all acquisitions completed during the year ended December 31, 2011, developed technology has a weighted-
average useful life of 4.1 years, customer relationships have a weighted-average useful life of 6.7 years, non-compete
arrangements have a weighted-average useful life of 2.3 years and trade names and other long-lived intangible assets have a
weighted-average useful life of 9 years. Goodwill, which is comprised of the excess of the purchase consideration over the fair