BUSINESS ACQUISITIONS

Aegis Transactions

On July 20, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Common Stock in the Aegis Transactions. Concurrently, the Aegis Stockholder purchased 166,667 newly issued shares of the Common Stock at a price of $12 per share for a total cash payment of $2 million. As a result of the consummation of the Aegis Transactions, the Aegis Stockholder now holds 20,766,667 shares of the Common Stock, which is equivalent to approximately 55% of the total outstanding Common Stock.

In accordance with ASC 805, Business Combinations, the transaction was accounted for as a reverse acquisition. As such, Aegis is considered to be the accounting acquirer. Therefore, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods subsequent to July 20, 2018.

Because the Aegis Transactions are considered a reverse acquisition, the fair value of the purchase consideration is calculated based on the Company's stock price as it is considered to be more reliably determinable than the fair value of Aegis' private stock. Consideration is calculated based on the Company's closing stock price of $6.81 on July 20, 2018.

The following table summarized the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. These estimates are preliminary, pending final evaluation of certain assets, and therefore are subject to revisions that may result in adjustments to the values presented below:



	Amount
Stock consideration	$	140,286
Cash consideration	2,000
Total allocable purchase price	$	142,286

	Amount
Cash and cash equivalents	$	1,496
Other current assets	46,570
Property, plant and equipment, net	15,930
Identifiable intangible assets	34,570
Goodwill	87,185
Other non-current assets	3,204
Current liabilities	(20,663		)
Non-current liabilities	(26,006		)
Preliminary purchase price	$	142,286

The goodwill recognized was attributable primarily to the acquired workforce, increased utilization of our global delivery platform and other synergistic benefits. Goodwill from this acquisition is not expected to be deductible for tax purposes.

The amount of the Company's revenues and net loss since the July 20, 2018 acquisition date, included in our consolidated statements of comprehensive income (loss) for the three months ended September 30, 2018 were as follows:



	From July 20, 2018 through September 30, 2018
Revenues	$	45,521
Net loss	$	(4,629	)

The following table presents the unaudited pro forma information assuming the Aegis Transactions occurred on April 1, 2017. 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 that date:



	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2018			2017			2018			2017
Revenues	$	163,930		$	189,191		$	333,870		$	377,168
Net income (loss)	$	(8,909	)	$	(2,632	)	$	(16,225	)	$	2,601
Net income (loss) per common share - basic	$	(0.26	)	$	(0.13	)	$	(0.59	)	$	0.13
Weighted average common shares outstanding - basic	33,812			20,767			27,289			20,767
Net income (loss) per common share - diluted	$	(0.26	)	$	(0.13	)	$	(0.59	)	$	0.13
Weighted average common shares outstanding - diluted	33,812			20,767			27,289			20,767

These amounts have been calculated to reflect the additional amortization that would have been incurred assuming the Aegis Transactions occurred on April 1, 2017, together with the consequential tax effects.

Transaction related fees of approximately $3,898 and $3,898, comprised of transaction and integration costs, are identified separately on our consolidated statements of comprehensive income (loss) for the three and six months ended September 30, 2018, respectively.

ESM Holding Limited and Subsidiaries

On November 22, 2017, Aegis acquired ESM Holdings Limited ("ESM") and its subsidiaries, which provides business process outsourcing services for total consideration of $280,000. The acquisition was funded with cash of $153,910 and a $140,000 five year term loan.