On September 8, 2021, the Company acquired substantially all of the assets of Talos LLC and Talos Digital LLC, each a Delaware limited liability company, and a wholly-owned subsidiary of the Company acquired all of the outstanding capital stock of Talos Digital SAS and TCOMM SAS, each a simplified stock company organized under the laws of the Republic of Colombia (collectively, “Talos”). Talos is a digital transformation consultancy based in Miami, Florida with nearshore delivery centers in Medellin, Colombia. The acquisition of Talos strengthened the Company’s global delivery capabilities, and enhanced its nearshore systems and commerce and custom developed solutions customers. Talos added more than 180 professionals and strategic client relationships with customers across several industries. The Company's total allocable purchase price consideration was $28.0 million, net of cash acquired. The Company incurred approximately $1.1 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $8.6 million.

On October 15, 2021, a wholly-owned subsidiary of the Company acquired Overactive pursuant to the terms of a Stock Purchase Agreement. Overactive is based in Montevideo, Uruguay with nearshore delivery centers in Colombia, Argentina, Uruguay, Chile and Puerto Rico. The acquisition of Overactive expanded the Company’s digital modernization solution services. Overactive added nearly 700 professionals and strategic client relationships with customers across several industries and expanded the Company’s operations in Latin America. The Company’s total allocable purchase price consideration was $110.1 million, net of cash acquired. The Company incurred approximately $2.5 million in transaction costs, which were expensed when incurred. The goodwill is non-deductible for tax purposes.


	Talos			Overactive
Cash	$	14.9		$	93.9
Company common stock issued at closing	3.8			2.5
Contingent consideration (1)	9.0		(2)	12.6		(3)
Net working capital adjustment due to the seller(s)	0.3			1.1
Total allocable purchase price consideration	$	28.0		$	110.1

Weighted Average Useful Life

Estimated Useful Life

Aggregate acquisitions

Customer relationships

9 years

6 - 10 years

39.0

Customer backlog

1 year

3.0

Non-compete agreements

5 years

0.4

Trade name

1 year

0.7

Total acquired intangible assets

43.1

The above purchase price accounting estimates for Talos and Overactive are pending finalization of certain acquired tangible and intangible assets, contingent consideration valuation, and a net working capital settlement that is subject to final adjustment as the Company evaluates information during the measurement period.

The aggregate amounts of revenue and net income of the Talos and Overactive acquisitions included in the Company’s Consolidated Statements of Operations from the respective acquisition dates to December 31, 2021 are as follows (in thousands):

On January 6, 2020, the Company acquired substantially all of the assets of MedTouch, pursuant to the terms of an Asset Purchase Agreement. The acquisition of MedTouch expands the Company’s digital healthcare marketing services. The Company’s total allocable purchase price consideration was $20.0 million. The Company incurred approximately $0.6 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $20.4 million.

On March 23, 2020, the Company acquired substantially all of the assets of Brainjocks, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Brainjocks expands the Company’s strategic marketing and technical delivery services. On May 4, 2020 pursuant to a separate Asset Purchase Agreement, a wholly-owned subsidiary of the Company completed the acquisition of substantially all of the assets of Brainjocks Europe d.o.o. Novi Sad, an affiliate of Brainjocks operating in Serbia. With the completion of this acquisition, the Company now has facilities located in Novi Sad, Serbia. The Company's total allocable purchase price consideration was $21.2 million. The Company incurred approximately $1.1 million in transaction costs, which were expensed when incurred. The amount of goodwill deductible for tax purposes is $12.6 million.

On June 17, 2020, a wholly-owned subsidiary of the Company acquired PSL pursuant to the terms of a Stock Purchase Agreement. PSL is based in Medellin, Colombia, with additional locations in Bogota and Cali, Colombia. The acquisition of PSL strengthens the Company’s global delivery capabilities, enhancing its nearshore systems and custom software application development, testing, and ongoing support for customers. PSL adds more than 600 professionals and brings strategic client relationships with customers across several industries. The Company’s total allocable purchase price consideration was $83.1 million, net of cash acquired. The Company incurred approximately $2.1 million in transaction costs, which were expensed when incurred. The goodwill is non-deductible for tax purposes.


	MedTouch			Brainjocks			PSL
Cash	$	13.9		$	15.8		$	60.8
Company common stock issued at closing	1.9			2.4			4.5
Contingent consideration (1)	4.2		(2)	2.3		(3)	17.7		(4)
Net working capital adjustment due to the seller(s)	—			0.7			0.1
Total allocable purchase price consideration	$	20.0		$	21.2		$	83.1

(2)MedTouch achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $9.2 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by MedTouch was $10.2 million. The Company recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $4.7 million during the years ended December 31, 2021 and 2020, respectively.

(3)Brainjocks achieved a portion of the potential maximum cash payout pursuant to the Asset Purchase Agreement, and as a result, the Company paid $3.9 million in contingent consideration during the year ended December 31, 2021. The maximum cash payout that may have been realized by Brainjocks was $4.8 million. The Company recorded a pre-tax adjustment in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.3 million and $1.3 million during the years ended December 31, 2021 and 2020, respectively.

(4)PSL achieved a portion of the potential maximum cash payout pursuant to the Stock Purchase Agreement, and as a result, the Company paid $20.9 million in contingent consideration during the year ended December 31, 2021. The

maximum cash payout that may have been realized by PSL was $22.2 million. The Company recorded a pre-tax adjustment to reduce the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $0.6 million during the year ended December 31, 2021. The Company recorded a pre-tax adjustment to increase the liability in “Adjustment to fair value of contingent consideration” on the Consolidated Statements of Operations of $3.9 million during the year ended December 31, 2020.

As the Company completed its evaluation of the acquired assets and assumed liabilities of PSL, the Company recorded certain adjustments during the measurement period based on facts and circumstances that existed as of acquisition date. The measurement period adjustments resulted in an increase to the total purchase price of $1.1 million, an increase to acquired tangible assets of $0.5 million, a decrease to identified intangible assets of $0.4 million, an increase to liabilities assumed of $1.7 million and an increase to goodwill of $2.7 million from the acquisition date through June 30, 2021. The measurement period for the PSL acquisition was closed in June 2021.

Weighted Average Useful Life

Estimated Useful Life

Aggregate Acquisitions

Customer relationships

6 years

5 - 7 years

33.0

Customer backlog

1 year

9.6

Non-compete agreements

5 years

0.2

Trade name

1 year

0.4

Developed software

4 years

3 - 5 years

1.5

Total acquired intangible assets

44.7

On May 22, 2019, the Company acquired substantially all of the assets of Sundog, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Sundog expands the Company’s strategic marketing and technical delivery services. The Company’s total allocable purchase price consideration was $14.1 million, comprised of $10.3 million in cash paid and $1.3 million in Company common stock issued at closing, increased by $0.6 million for a net working capital adjustment paid to the seller in the first quarter of 2020. The purchase price also included $1.9 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller 12 months after the closing date of the acquisition with a maximum cash payout of $3.6 million. Sundog achieved a portion of the maximum cash payout pursuant to the purchase agreement, and as a result, the Company paid $2.5 million in contingent consideration in the fourth quarter of 2020. The amount of goodwill deductible for tax purposes is $8.0 million.

The following presents the unaudited pro-forma combined results of operations of the Company with PSL and Overactive for the years ended December 31, 2021, 2020, and 2019 after giving effect to certain pro-forma adjustments and assuming PSL was acquired as of the beginning of 2019 and Overactive was acquired as of the beginning of 2020. These

unaudited pro-forma results include adjustments for PSL from January 1, 2019 through December 31, 2020 and adjustments for Overactive from January 1, 2020 through December 31, 2021. Pro-forma results of operations have not been presented for MedTouch, Brainjocks, or Talos because the effect of these acquisitions on the Company's consolidated financial statements were not material individually or in the aggregate.

These unaudited pro-forma results are presented in compliance with the adoption of ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations, and are not necessarily indicative of the actual consolidated results of operations had the acquisition of PSL actually occurred on January 1, 2019 and Overactive actually occurred on January 1, 2020 or of future results of operations of the consolidated entities (in thousands except per share data):


	Year Ended December 31,
	2021		2020		2019
Revenues	$	794,158	$	658,228	$	598,082
Net income	$	52,621	$	32,424	$	28,315
Basic net income per share	$	1.63	$	1.01	$	0.90
Diluted net income per share	$	1.52	$	0.99	$	0.87
Shares used in computing basic net income per share	32,222		31,964		31,344
Shares used in computing diluted net income per share	34,689		32,620		32,413