NOTE 4—ACQUISITION

Experton Group Acquisition

On February 29, 2016 (the “Experton Acquisition Date”), the Company executed a Sale and Purchase Agreement for all the shares of Experton Group AG (“the Agreement”), and consummated the acquisition of all the shares of Experton Group AG (“Experton Group”), a German Corporation. Experton Group is a subscription-based research, advisory and benchmarking firm based in Munich, Germany.

Under the terms of the Agreement, the Company acquired the shares for aggregate cash consideration of $0.6 million at closing and another $0.6 million of cash consideration to be paid one year from the Experton Acquisition Date. In addition, Experton Group is eligible to receive a minimum of $0 and a maximum of up to $1.2 million of earn-out payments for fiscal years 2016-2018, if certain revenue targets are met, payable in a combination of cash and stock consideration.

The following table summarizes the consideration transferred to acquire Experton Group and the amounts of identified assets acquired and liabilities assumed as of the Experton Acquisition Date:

The preliminary allocable purchase price consists of the following:


Cash	$	554
Post-completion installment payment		554
Contingent consideration		881
Total allocable purchase price	$	1,989

Recognized amounts of identifiable assets acquired and liabilities assumed as of the Experton Acquisition Date:


Cash	$	110
Accounts receivable		412
Other assets		57
Intangible assets		1,091
Deferred income tax liability		(323)
Accounts payable		(51)
Accrued expenses and other		(521)
Net assets acquired	$	775

Goodwill	$	1,214

Costs associated with this acquisition are included in the selling, general and administrative expenses in the condensed consolidated statement of comprehensive income and totaled $0.1 million during the three months ended March 31, 2016. This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates. The purchase price allocations will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocations are not expected to have a material impact on the Company’s results of operations. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows:

The Condensed Consolidated Financial Statements include the results of Experton acquisition subsequent to the closing. Had the acquisition occurred as of January 1, 2015, the impact on the Company’s results of operations would not have been material.

Purchase Price

Allocation

Asset Life

Amortizable intangible assets:

Customer relationships

Total intangible assets