Incredimail 2012 Annual Report Download - page 114

PERION NETWORK LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
The following unaudited condensed combined pro forma information for the years ended December 31, 2011 and 2012, gives
effect to the acquisition of Sweet IM as if the acquisition had occurred on January 1, 2011. The pro forma information is not
necessarily indicative of the results of operations, which actually would have occurred if the acquisition had been consummated
on that date, nor does it purport to represent the results of operations for future periods. For the purposes of the pro forma
information, the Company has assumed that net income includes additional amortization of intangible assets related to the
acquisition of $ 6,484 and $ 6,345 in 2011 and 2012, respectively and related tax effects .
On August 31, 2011, the Company completed the acquisition of all of the outstanding shares of Smilebox Inc.
("Smilebox"). The Company included the financial results of Smilebox in its consolidated financial statements from the
date of acquisition. Under the Purchase Agreement, the total consideration is composed of cash and Ordinary shares of the
Company, as follows:
NOTE 3:
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ACQUISITIONS (Cont.)
Year ended December 31,
2011
2012
Unaudited
Unaudited
Revenues
$
$
51,190
$
$79,254
Net income
$
1,154
$
$ 4,887
Basic earnings per share
$
0.12
$
0.48
Diluted earnings per share
$
0.12
$
0.47
b.
Acquisition of Sweet IM Ltd.
•
$ 24,269 in cash;
•
128,538 Ordinary shares of the Company issuable at closing at fair value of $ 750;
•
$ 7,000 in cash and in Ordinary shares of the Company (subject to certain adjustments), payable within 7 months
following the closing (March 2012). In connection with this consideration, the Company recorded a $ 6,474 liability at
closing. This amount was paid in full in 2012, including $ 6,266 paid in cash and 65,720 shares issued at value of $
337 and;
•
A milestone-
based contingent cash and Ordinary shares of the Company payment ("Contingent Payment") of up to $
8,000 payable in September 2012. The Company recognized a liability of zero with respect to this Contingent Payment,
which represents its fair value. No payment was made in September 2012 as the milestones were not met.
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