NOTE 4. ACQUISITIONS

Year Ended June 30, 2013

During the year ended June 30, 2013, the Company completed acquisitions of three businesses in the United States that have added to the Company's portfolio of business systems and healthcare solutions, as follows:

– On July 2, 2012, the acquisition of 100 percent of Delta Solutions and Technologies, Inc. (Delta), a company that provides financial management and business services to the federal government;

– On November 30, 2012, the acquisition of 100 percent of Emergint Technologies, Inc. (Emergint), a company that provides emerging technology solutions focused on the data-driven needs of national health organizations; and

– On December 31, 2012, the acquisition of 100 percent of IDL Solutions, Inc. (IDL), a company that provides information technology solutions, applications, and mission-critical systems support to healthcare IT clients and other civilian agencies.

The combined initial purchase consideration paid to acquire these three businesses was approximately $100.0 million, of which $10.5 million was deposited into escrow accounts pending final determination of the net worth of the assets acquired and to secure the sellers' indemnification obligations (Indemnification Amounts). Remaining Indemnification Amounts, if any, at the end of the indemnification periods will be distributed to the sellers.

Subsequent to the dates of the acquisitions, the Company and the sellers of each company agreed on the net worth of the assets acquired in each acquisition and, as a result, the Company paid an additional $6.4 million of purchase consideration.

The Company has completed its detailed valuations of the assets acquired and liabilities assumed. Based on the Company's valuations, the total consideration of $106.4 million has been allocated to assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed, as follows (in thousands):


Cash	$	346
Accounts receivable		19,776
Prepaid expenses and other current assets		274
Property and equipment		831
Customer contracts, customer relationships, non-compete agreements		19,885
Goodwill		71,458
Other assets		34
Accounts payable		(2,073	)
Accrued expenses and other current liabilities		(4,060	)
Other long-term liabilities		(77	)
Total consideration paid	$	106,394

The value attributed to customer contracts, customer relationships and non-compete agreements is being amortized on an accelerated basis over periods ranging from 14 to 15 years. The weighted average amortization period is 14.5 years.

During the year ended June 30, 2013, these three businesses generated $86.3 million of revenue from the dates of acquisition through the Company's fiscal year end.

Year Ended June 30, 2012

During the year ended June 30, 2012, the Company completed acquisitions of five businesses, three in the United States and two supporting our international operations. The total consideration recorded to acquire these five businesses, including the amounts paid at closing, additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, and the fair value at the date of acquisition of Tomorrow Communications Ltd (TCL) attributable to contingent consideration which may have been paid to the sellers based on events to occur in the first year subsequent to the acquisition date, was approximately $199.1 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $142.2 million to goodwill and $43.2 million to other intangible assets, primarily customer relationships, with the balance allocated to net tangible assets and liabilities assumed. These fair values represented management's calculations of the fair values as of the acquisition dates and were based on analysis of supporting information. The maximum contingent consideration associated with the TCL acquisition was approximately $6.0 million. During the year ended June 30, 2013, the Company determined that the maximum contingent consideration possible had been earned. One-half of this amount was paid in February 2013 and the remaining one-half is scheduled to be paid in February 2014.

Year Ended June 30, 2011

During the year ended June 30, 2011, the Company completed acquisitions of three businesses, two in the United States and one supporting our international operations. The total consideration recorded to acquire these three businesses, including the amounts paid at closing and additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, was approximately $134.6 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $98.8 million to goodwill and $37.9 million to other intangible assets, primarily customer relationships, with the balance allocated to net tangible assets and liabilities assumed. These fair values represented management's calculations of the fair values as of the acquisition dates and were based on analysis of supporting information.