ACQUISITION

On June 1, 2015, we acquired 100% of the membership interests of Accent Marketing Services, L.L.C. ("ACCENT") pursuant to a Membership Interest Purchase Agreement with MDC Corporate (US) Inc. and MDC Acquisition Inc. ACCENT is a business process outsourcing company providing contact center services and customer engagement solutions across six locations in the U.S. and Jamaica. ACCENT’s data-driven approach helps brands maximize their engagement with consumers and enables brands to influence behavior, all while generating a better return on investment across all customer touch points, including phone, online and social media channels. The results of ACCENT's operations have been included in our consolidated financial statements since our acquisition on June 1, 2015. ACCENT's customer engagement agency model and platform complements our Ideal Dialogue practice, significantly enhancing our solution set and commitment to results-driven analytics and customer insights for our clients. Accordingly, we paid a premium for ACCENT, resulting in the recognition of goodwill.

The acquisition date fair value of the consideration transferred totaled $18,326, which included $2,326 of working capital adjustments and was funded through borrowings from our secured revolving credit facility. See Note 9, "Debt", for further information.

We accounted for the acquisition in accordance with ASC 805 (“ASC 805”) “Business Combinations”, whereby the purchase price paid was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed from ACCENT based on their estimated fair values as of the closing date. Certain amounts are provisional and are subject to change, including final working capital adjustments and goodwill.

The following summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. These estimates of fair value of identifiable assets acquired and liabilities assumed are preliminary, pending completion of a valuation, and therefore are subject to revisions that may result in adjustment to the values presented below:



	Amount

Cash	$	16,000
Working capital adjustment	2,326
Total allocable purchase price	$	18,326

Accounts receivable	9,864
Fixed assets	3,230
Prepaid expenses and other assets	377
Customer relationships	5,240
Trade name	850
Goodwill	4,565
Accounts payable	(5,073		)
Other accrued expenses and current liabilities	(727		)
Total preliminary purchase price allocation	$	18,326

The customer relationships and trade name have estimated useful lives of eight and six years, respectively. The goodwill recognized was attributable primarily to the acquired workforce, increased utilization of our global delivery platform and other synergistic benefits. Goodwill of $4,565 was assigned to our Domestic segment.

The amount of ACCENT's revenues and net loss since the June 1, 2015 acquisition date, included in our consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015 were as follows:



	From June 1, 2015 Through June 30, 2015
Revenues	$	5,480
Net loss	$	(287	)

The following table presents the unaudited pro forma information assuming the acquisition of ACCENT occurred on January 1, 2014. The unaudited pro forma information is not necessarily indicative of the results of operations that would have been achieved if the acquisition and related borrowings had taken place on January 1, 2014:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues	$	75,037		$	79,611		$	154,253		$	160,508
Net loss	$	(4,143	)	$	(4,928	)	$	(9,263	)	$	(8,287	)
Net loss per common share - basic and diluted	$	(0.27	)	$	(0.32	)	$	(0.60	)	$	(0.54	)
Weighted average common shares outstanding - basic and diluted	15,523			15,391			15,470			15,384

These amounts have been calculated to reflect the additional amortization and interest expense that would have been incurred assuming the borrowings occurred on January 1, 2014, together with the consequential tax effects.

Acquisition-related costs of approximately $325, comprised of transaction and integration costs, are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015.