10. Debt

As of December 31, 2012 and 2013, borrowings outstanding included the following:

	December 31,

(in thousands)	2012			2013
HCL-EMS contingent consideration, net of unamortized discount of $12 and $0 at December 31, 2012 and 2013, respectively. Payable as described below.	$	2,046		$	891
Deferred Telwares purchase price, net of unamortized discount of $24 and $0 at December 31, 2012 and 2013, respectively.		1,226			—
Deferred ProfitLine purchase price, net of unamortized discount of $62 and $0 at December 31, 2012 and 2013, respectively.		4,438			—
Deferred Anomalous purchase price, net of unamortized discount of $1 and $0 at December 31, 2012 and 2013, respectively.		978			—
Deferred ttMobiles purchase price, net of unamortized discount of $10 and $0 at December 31, 2012 and 2013, respectively.		2,420			—
Deferred Symphony purchase price, net of unamortized discount of $128 and $0 at December 31, 2012 and 2013, respectively.		10,662			—
Deferred oneTEM purchase price, net of unamortized discount of $87 at December 31, 2013. Payable as described below.		—			684
Capital lease and other obligations		804			459


Total notes payable	$	22,574		$	2,034
Less current portion	$	(22,443	)	$	(1,831	)


Notes payable, less current portion	$	131		$	203

Line of Credit

The Company has a line of credit of up to $8.0 million based upon 80% of the Company's eligible accounts receivable with JP Morgan Chase Bank, N.A. The line of credit bears interest at the London Inter-Bank Offered Rate ("Libor") plus a 2.0% spread. The line of credit matures in September 2014. As of December 31, 2012 and 2013, there were no balances outstanding on the line of credit. The line of credit has a financial covenant relative to minimum cash balance requirements and is secured by all of the Company's tangible and intangible property.

Contingent HCL-EMS Consideration

As described in Note 4, the purchase consideration for the acquisition of HCL-EMS included deferred cash consideration. The deferred cash consideration included contingent cash payments following each of the first and second anniversaries of the HCL-EMS Closing Date, pursuant to an earn-out formula based upon specified revenues from specified customers acquired from HCL-EMS, subject to set-off rights of the Company with respect to indemnities given by HCL-EMS under the HCL-EMS APA. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $0.6 million based on the Company's weighted average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration is unsecured. In 2012, the Company and HCL-EMS agreed that the gross amount of the first year earn-out would be $1.9 million and the Company paid that amount to HCL-EMS. In April 2013, the Company and HCL-EMS agreed that the gross amount of the second year earn-out would be $1.9 million. In early August 2013, the Company paid $1.0 million of the second year earn-out to HCL-EMS, and retained the balance of the second year earn-out in the amount of $0.9 million pending resolution of an outstanding indemnity matter. The only adjustments to the balance in 2013 were the accretion of imputed interest, the adjustment of the second year earn-out estimate to actual, which is included in other (expense) income on the consolidated statements of operations, and the partial payment of the second year earn-out.

Deferred Telwares Purchase Price

As described in Note 4, the purchase consideration for the acquisition of Telwares included deferred cash consideration. The deferred cash consideration included payments of $1.25 million on March 16, 2012 and $1.25 million on March 16, 2013, subject to set-off rights of the Company with respect to indemnities given by Telwares under the Telwares APA. The Company paid the first installment of $1.25 million on March 16, 2012. The installment payable on March 16, 2013 was subject to a potential reduction of up to $0.5 million relating to the achievement of certain recurring revenue goals during the three months ended June 30, 2012. The Company and Telwares agreed that the amount of that reduction would be $0.4 million and the Company paid the resulting installment of deferred cash consideration of $0.9 million in March 2013. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $0.3 million based on the Company's weighted average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration was unsecured. The only adjustments to the balance in 2013 were the accretion of imputed interest, the reduction in deferred consideration as described above, which is included in other (expense) income on the consolidated statements of operations, and the payment of the second installment.

Deferred ProfitLine Purchase Price

As described in Note 4, the purchase consideration for the acquisition of ProfitLine included deferred consideration. The deferred cash consideration included payments of $9.0 million in installments of $4.5 million each on December 19, 2012 and June 19, 2013. The Company paid $4.1 million in December 2012, which represented the first installment of $4.5 million less indemnity claims of $0.4 million. The Company paid $4.1 million in July 2013, which represented the second and final installment of $4.5 million less indemnity claims of $0.4 million. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $0.3 million based on the Company's weighted-average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration was unsecured. The only adjustments to the balance in 2013 were the accretion of imputed interest and the payment of the second and final installment.

Deferred Anomalous Purchase Price

As described in Note 4, the purchase consideration for the acquisition of Anomalous included deferred cash consideration. The deferred cash consideration included a payment of $979,000 in cash on the first anniversary of the Anomalous Acquisition Date, subject to set-off rights of the Company with respect to indemnities given by the former shareholders of Anomalous under the Anomalous Purchase Agreement. The Company paid the full $979,000 of deferred cash consideration in January 2013. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $29,000 based on the Company's weighted average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration was unsecured. The only adjustments to the balance in 2013 were the accretion of imputed interest and the payment of the deferred cash consideration.

Deferred ttMobiles Purchase Price

As described in Note 4, the purchase consideration for the acquisition of ttMobiles included deferred cash consideration. The deferred cash consideration included a payment of £1.5 million in cash payable on the first anniversary of the ttMobiles Acquisition Date. The Company paid this £1.5 million of deferred consideration in February 2013. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $0.1 million based on the Company's weighted average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration was unsecured. The only adjustments to the balance in 2013 were the accretion of imputed interest, foreign exchange adjustment and payment of the deferred cash consideration.

Deferred Symphony Purchase Price

As described in Note 4, the purchase consideration for the acquisition of the Symphony TEM Business included deferred cash consideration. The deferred cash consideration included payments of $4.4 million in cash payable on the six-month anniversary of the closing of the Symphony acquisition, which included $2.5 million of consideration related to the Indian Purchase Agreement, and $6.4 million in cash payable on the twelve-month anniversary of closing of the Symphony Acquisition. In addition, the acquisition consideration included an earn-out payable in the amount of up to $4.0 million based on achievement of revenue targets for the acquired business for periods through June 30, 2013. No earn-out became payable because the revenue targets were not achieved. The Company made the six-month anniversary payment of $4.4 million in February 2013. The Company made a payment on the one-year anniversary of the closing in the amount of $4.9 million, consisting of the one-year anniversary payment of $6.4 million less $1.3 million withheld pending the resolution of certain indemnity matters, and less a net asset adjustment based on the final closing balance sheet of $0.2 million, which is included in other (expense) income on the consolidated statements of operations. In October 2013, the Company and Symphony resolved the indemnity matters and the Company paid the $1.3 million that it had previously deducted from the one-year anniversary payment. No interest accrued on the deferred cash consideration; however, the Company recorded imputed interest in the amount of $0.2 million based on the Company's weighted average cost of debt as of the date of the acquisition. The obligation to pay the deferred cash consideration was unsecured. The full installment due on August 8, 2013 of approximately $6.4 million and amounts that potentially could become payable under the earn-out were subject to set-off rights of the Company with respect to indemnities given by Symphony under the Symphony Purchase Agreement. Among other things, these indemnity obligations related to representations and warranties given by Symphony under the Symphony Purchase Agreement and by Symphony India under the Indian Purchase Agreement. Certain of the indemnities were subject to limitations, including a threshold and deductible, certain caps and limited survival periods. The only adjustments to the balance in 2013 were the accretion of imputed interest and the payment of the six- and twelve-month installments.

Deferred oneTEM Purchase Price

As described in Note 4, the purchase consideration for the acquisition of oneTEM includes deferred cash consideration. The deferred cash consideration includes a payment of €0.4 million in cash payable on the first year anniversary of the closing of the oneTEM acquisition. In addition, the acquisition consideration includes an earn-out payable pursuant to an earn-out formula based upon the business, whose historic revenue had been one-time consulting revenue, beginning to generate annual recurring revenue from specified customers and then year-over-year increases in annual recurring revenue from those specified customers during the earn-out periods. The earn-out period begins with the first full month after the oneTEM Closing Date and continues for four consecutive 12-month periods. The Company valued this contingent consideration at €0.2 million. No interest accrues on the deferred cash consideration; however, the Company recorded imputed interest in the amount of €0.1 million based on weighted average cost of capital as of the date of the acquisition. The deferred consideration is subject to set-off rights of the Company with respect to certain indemnities given by the former holders of the issued share capital of oneTEM under the oneTEM Purchase Agreement until the deferred consideration is paid.