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ACQUISITIONS
9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
ACQUISITIONS
Strategic acquisitions allowed the Company to expand into desirable geographic locations, complement the existing vertical markets, increase revenue and create new service offerings.
NavigationArts — On July 10, 2015, the Company acquired all of the outstanding equity of NavigationArts, Inc. and its subsidiary, NavigationArts, LLC (collectively “NavigationArts”). The U.S.-based NavigationArts provides digital consulting, architecture and content solutions and is regarded as a leading user-experience agency. The acquisition of NavigationArts added approximately 90 design consultants to the Company’s headcount. In connection with the NavigationArts acquisition the Company paid $28,747 in cash consideration, of which $2,670 was placed in escrow for a period of 18 months as security for the indemnification obligations of the sellers under the terms of the stock purchase agreement. In the first quarter of 2016, the Company decided to make a 338(h)(10) election to treat the NavigationArts acquisition as an asset purchase for tax purposes. As a result, during the second quarter of 2016 the Company paid an additional $1,797 to the sellers of NavigationArts, as provided for in the stock purchase agreement.
AGS — On November 16, 2015, the Company acquired all of the outstanding equity of Alliance Consulting Global Holdings, Inc., including its wholly-owned direct and indirect subsidiaries Alliance Global Services, Inc., and Alliance Global Services, LLC, companies organized under the laws of USA, and Alliance Global Services IT India, a company organized under the laws of India (collectively, “AGS”). AGS provides software product development services and test automation solutions and has multiple locations in the United States and India. The acquisition of AGS added 1,151 IT professionals to the Company’s headcount in the United States and India. In connection with the AGS acquisition, the Company paid $51,717 as cash consideration, of which $5,000 was placed in escrow for a period of 15 months as security for the indemnification obligations of the sellers under the terms of the stock purchase agreement.
The following is a summary of the estimated fair values of the net assets acquired at the date of each respective acquisition as originally reported during the year 2015 and at September 30, 2016:
 
 
NavigationArts
 
AGS
 
Total
 
 
As
Originally Reported
 
Final as of September 30, 2016
 
As
Originally Reported
 
As of  
 September 30, 
 2016
 
As
Originally Reported
 
As of  
 September 30, 
 2016
Cash and cash equivalents
 
$
1,317

 
$
1,317

 
$
1,727

 
$
1,727

 
$
3,044

 
$
3,044

Accounts receivable and other current assets
 
3,920

 
3,920

 
10,600

 
10,539

 
14,520

 
14,459

Property and equipment and other long-term assets
 
230

 
230

 
1,665

 
1,665

 
1,895

 
1,895

Deferred tax assets
 

 

 
4,996

 
4,996

 
4,996

 
4,996

Acquired intangible assets
 
1,500

 
2,800

 
10,000

 
22,700

 
11,500

 
25,500

Goodwill
 
23,822

 
23,794

 
33,815

 
25,078

 
57,637

 
48,872

Total assets acquired
 
30,789

 
32,061

 
62,803

 
66,705

 
93,592

 
98,766

Accounts payable and accrued expenses
 
871

 
871

 
3,087

 
2,676

 
3,958

 
3,547

Bank loans and other long-term liabilities
 

 

 

 
295

 

 
295

Deferred revenue
 
50

 
50

 
1,049

 
1,049

 
1,099

 
1,099

Due to employees
 
596

 
596

 
3,010

 
2,342

 
3,606

 
2,938

Deferred tax liabilities
 
525

 

 
3,800

 
8,626

 
4,325

 
8,626

Total liabilities assumed
 
2,042

 
1,517

 
10,946

 
14,988

 
12,988

 
16,505

Net assets acquired
 
$
28,747

 
$
30,544

 
$
51,857

 
$
51,717

 
$
80,604

 
$
82,261


As of September 30, 2016, the Company adjusted the preliminary purchase price allocations related to both NavigationArts and AGS.  For NavigationArts, the adjustments reflect final balances related to the acquisition. Finalization of the purchase price allocation included adjustments to intangible assets to reflect the results of a final valuation report as well as certain adjustments made to goodwill and deferred tax liabilities as a result of the 338(h)(10) election to treat the NavigationArts acquisition as an asset purchase for tax purposes, increasing net assets acquired by $1,797.
For AGS, recorded purchase price allocation amounts remain provisional and are based on the information that was available as of the acquisition date, updated as applicable for any changes identified through September 30, 2016, including adjustments based on a preliminary valuation analysis. As of September 30, 2016, the Company made adjustments to goodwill, intangible assets, deferred taxes and working capital, and reclassified certain liabilities out of accrued expenses into a separate category, resulting in a decrease of $140 to the net assets acquired. The fair values reflected for AGS are subject to change and such changes could be significant. The Company continues to gather and assess additional information necessary to finalize the estimated fair values of the net assets acquired.
The following table presents the estimated fair values and useful lives of intangible assets acquired from NavigationArts and AGS:
 
NavigationArts
 
AGS
 
Weighted Average Useful Life
(in years)
 
Amount
 
Weighted Average Useful Life
(in years)
 
Amount
Customer relationships
10
 
$
2,800

 
10
 
$
22,700

Total
 
 
$
2,800

 
 
 
$
22,700


As of September 30, 2016, NavigationArts and AGS have been significantly integrated into the Company and as such, it is not possible to precisely report their individual post-acquisition results of operations. Pro forma results of operations of these acquisitions for the period in which they occurred have not been presented because the effects of the acquisitions are not material to the Company’s consolidated results of operations, individually or in the aggregate.