ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2014

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

During the nine months ended September 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 nine months ended September 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		—		10,317		10,668
Acquired intangible assets	1,700		25,744		10,959		38,403
Goodwill	2,776		14,145		642		17,563
Total assets acquired	5,667		41,882		27,519		75,068
Accounts payable and accrued expenses	69		728		2,593		3,390
Due to employees	—		1,254		—		1,254
Deferred tax liability	—		3,112		—		3,112
Total liabilities assumed	69		5,094		2,593		7,756
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 and acquisition-related costs included in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2014:



	Three Months Ended September 30, 2014						Nine Months Ended September 30, 2014
	Revenues		Net Income		Acquisition-related costs		Revenues		Net Income		Acquisition-related costs
Netsoft (1)	$	1,539	$	556	$	—	$	3,173	$	999	$	75
Jointech (2)	5,045		435		—		8,274		556		361
GGA (3)	7,989		1,406		—		10,342		1,336		325
Total	$	14,573	$	2,397	$	—	$	21,789	$	2,891	$	761


(1)	Included in net income is $54 and $124 of stock-based compensation expense related to the Netsoft Employment Shares for the three and nine months ended September 30, 2014.


(2)	Included in net income is $649 and $1,089 of stock-based compensation expense related to the Jointech Employment Shares for the three and nine months ended September 30, 2014.


(3)	Included in net income is $1,706 and $2,161 of stock-based compensation expense related to the GGA Employment Shares for the three and nine months ended September 30, 2014.