BUSINESS ACQUISITION

On April 5, 2012, the Company completed the acquisition of all of the issued and outstanding shares of Sonar, a New Zealand based cloud talent management solutions provider to expand its service offerings to small businesses globally. Purchase consideration for the acquisition was approximately $12.5 million in cash and 15,530 shares of the Company’s common stock, with a fair value of approximately $0.3 million, valued on the acquisition date. Approximately $1.8 million of the cash consideration and the shares issued were placed in escrow pending resolution of any post-acquisition representations and warranties.

The acquisition has been accounted for under the acquisition method of accounting in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As such, the Sonar assets acquired and liabilities assumed are recorded at their acquisition-date fair values. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Sonar with the Company. The Company acquired Sonar to strengthen its ability to serve clients with less than 500 employees.

The Company’s allocation of the total purchase consideration as of April 5, 2012 is summarized below (in thousands):



Acquired intangible assets:
Developed technology	$	3,800
Customer relationships	2,400
Non-compete agreements	610
Domains/trademark/tradenames	320
Total acquired intangible assets	7,130
Goodwill	8,193
Other assets (including cash of $76)	815
Current liabilities	(506		)
Deferred revenue	(427		)
Borrowings	(557		)
Net deferred tax liabilities	(1,809		)
Net Assets Acquired	$	12,839

The developed technology, customer relationships intangibles, non-compete agreements and trade names/trademarks are being amortized on a straight-line basis over 4, 4, 2.5 and 2 years, respectively, with a combined weighted average useful life of 3.8 years.

The Company recognized no acquisition related costs during the three months ended September 30, 2012 and approximately $0.7 million of acquisition related costs during the nine months ended September 30, 2012. These costs are included in the Consolidated Statements of Operations under “General and administrative”.

The results of operations of Sonar have been included in the Company’s Consolidated Statements of Operations since the acquisition date of April 5, 2012. Net revenues attributable to Sonar for the three and nine months ended September 30, 2012, since the acquisition date, were $0.7 million and $1.1 million, respectively, with a corresponding net loss of $0.8 million and $1.8 million, respectively, partially due to the amortization of acquired intangible assets of $0.5 million and $0.9 million, respectively.

Concurrent with the acquisition, the Company issued 31,164 restricted shares of its common stock, valued at approximately $0.7 million, to certain Sonar shareholders who also became employees of the combined company post-acquisition. The restricted shares are subject to continued employment and the fair value of the restricted shares will be recognized as a post-acquisition compensation expense over the two-year vesting period.

Unaudited Pro Forma Financial Information

The following table reflects the unaudited pro forma consolidated results of operations as if the Sonar acquisition had taken place on January 1, 2011, after giving effect to certain adjustments including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and Sonar’s non-recurring acquisition-related expenses (in thousands):



	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
	Actual			Pro Forma			Pro Forma			Pro Forma
Revenues	$	30,768		$	21,074		$	82,491		$	53,182
Net loss attributable to common stockholders	$	(7,627	)	$	(4,455	)	$	(23,655	)	$	(60,016	)

The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated as of January 1, 2011 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings.