ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2014

Summary of Acquisitions in Exchange for Common Stock and/or Cash

During the six months ended June 30, 2014, the Company completed acquisitions of the following businesses in exchange for its common stock and/or cash. Among other benefits, the acquisitions allow the Company to expand into desirable geographic locations, further extend its presence across all business verticals, increase the volume and create new offerings of services currently provided. These acquisitions have been accounted for using the acquisition method for recording business combinations:



Name of Acquisition	Effective Date of Acquisition	Common Shares		Fair Value of Common Shares				Cash, Net of Working Capital and Other Adjustments				Recorded Earnout Payable				Total Recorded Purchase Price		Maximum Potential Earnout Payable
Name of Acquisition	Effective Date of Acquisition	Issued	Deferred	Issued		Deferred		Paid		Deferred		Cash		Stock		Total Recorded Purchase Price		Maximum Potential Earnout Payable
		(in shares)		(in thousands)
Netsoft	March 5, 2014	—	—	$	—	$	—	$	2,373	$	1,400	$	1,825	$	—	$	5,598	$	1,825
Jointech	April 30, 2014	—	89,552	—		2,788		10,000		4,000		15,000		5,000		36,788		20,000
GGA (1)	June 6, 2014	—	—	—		—		13,526		—		11,400		—		24,926
		—	89,552	$	—	$	2,788	$	25,899	$	5,400	$	28,225	$	5,000	$	67,312




(1)	The amount of the maximum potential earnout payable to GGA, if any, is not limited based on the terms of the purchase agreement.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made during the six months ended June 30, 2014:



	Netsoft		Jointech		GGA		Total
Cash and cash equivalents	$	—	$	871	$	—	$	871
Trade receivables and other current assets	788		784		5,157		6,729
Property and equipment and other long-term assets	52		338		444		834
Deferred tax asset	351		—		4,463		4,814
Acquired intangible assets	1,700		25,744		10,959		38,403
Goodwill	2,776		11,033		6,496		20,305
Total assets acquired	5,667		38,770		27,519		71,956
Accounts payable and accrued expenses	69		728		2,593		3,390
Due to employees	—		1,254		—		1,254
Total liabilities assumed	69		1,982		2,593		4,644
Net assets acquired	$	5,598	$	36,788	$	24,926	$	67,312

Summary of Revenues, Net Income/(Losses) And Acquisition-Related Costs

The following is a summary of revenues, net income/ (losses) and acquisition-related costs included in the condensed consolidated statements of income and comprehensive income for the three and six months ended June 30, 2014:



	Three Months Ended June 30, 2014							Six Months Ended June 30, 2014
	Revenues		Net Income/ (Loss)			Acquisition-related costs		Revenues		Net Income/ (Loss)			Acquisition-related costs
Netsoft (1)	$	1,267	$	378		$	8	$	1,634	$	443		$	75
Jointech (2)	3,229		121			112		3,229		121			361
GGA (3)	2,353		(70		)	190		2,353		(70		)	325
Total	$	6,849	$	429		$	310	$	7,216	$	494		$	761


(1)	Included in net income for each of the three and six months ended June 30, 2014, was $70 of stock-based compensation expense related to the Netsoft Employment Shares.


(2)	Included in net income for each of the three and six months ended June 30, 2014, was $440 of stock-based compensation expense related to the Jointech Employment Shares.


(3)	Included in net income for each of the three and six months ended June 30, 2014, was $455 of stock-based compensation expense related to the GGA Employment Shares.