ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2014

Summary of Acquisitions in Exchange for Common Stock and/or Cash

The table below discloses respective details of each acquisition.



Name of Acquisition	Effective Date of Acquisition	Common Shares		Fair Value of Common Shares				Cash, Net of Working Capital and Other Adjustments				Recorded Earnout Payable				Total Recorded Purchase Price		Maximum Potential Earnout Payable
Name of Acquisition	Effective Date of Acquisition	Issued	Deferred	Issued		Deferred		Paid		Deferred		Cash		Stock		Total Recorded Purchase Price		Maximum Potential Earnout Payable
		(in shares)		(in thousands)
Netsoft	March 5, 2014	—	—	$	—	$	—	$	2,373	$	1,022	$	1,825	$	—	$	5,220	$	1,825
Jointech	April 30, 2014	—	89,552	—		2,788		10,000		4,000		15,000		5,000		36,788		20,000
GGA (1)	June 6, 2014	—	—	—		—		14,892		—		11,400		—		26,292
Great Fridays	October 31, 2014	—	—	—		—		10,854		—		1,173		—		12,027		1,173
		—	89,552	$	—	$	2,788	$	38,119	$	5,022	$	29,398	$	5,000	$	80,327




(1)	The amount of the maximum potential earnout payable to GGA, if any, is not limited based on the terms of the purchase agreement.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following is a summary of the preliminary estimated fair values of the net assets acquired at the date of each respective acquisition during the year ended December 31, 2014 as originally reported in the quarterly condensed consolidated financial statements and at December 31, 2014:



	Netsoft				Jointech				GGA				Great Fridays		Total
	At Originally Reported		At December 31, 2014		As Originally Reported		At December 31, 2014		As Originally Reported		At December 31, 2014		At December 31, 2014		As Originally Reported		At December 31, 2014
Cash and cash equivalents	$	—	$	—	$	871	$	871	$	—	$	—	$	259	$	1,130	$	1,130
Trade receivables and other current assets	788		788		784		784		5,157		5,471		1,825		8,554		8,868
Property and equipment and other long-term assets	52		52		338		338		444		444		262		1,096		1,096
Deferred tax asset	351		—		—		—		4,463		—		—		4,814		—
Acquired intangible assets	1,700		1,700		25,744		22,485		10,959		10,959		5,747		44,150		40,891
Goodwill	2,776		2,749		11,033		17,404		6,496		12,115		6,947		27,252		39,215
Total assets acquired	5,667		5,289		38,770		41,882		27,519		28,989		15,040		86,996		91,200
Accounts payable and accrued expenses	69		69		728		728		2,593		2,593		872		4,262		4,262
Deferred revenue	—		—		—		—		—		104		317		317		421
Due to employees	—		—		1,254		1,254		—		—		624		1,878		1,878
Deferred tax liability	—		—		—		3,112		—		—		1,200		1,200		4,312
Total liabilities assumed	69		69		1,982		5,094		2,593		2,697		3,013		7,657		10,873
Net assets acquired	$	5,598	$	5,220	$	36,788	$	36,788	$	24,926	$	26,292	$	12,027	$	79,339	$	80,327

The above estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date and updated for any changes as of December 31, 2014. During the year ended December 31, 2014, the following updates were made to the initially reported balances with some of the adjustments being reported in the third quarter between goodwill and deferred tax accounts.

For Netsoft, the deferred tax asset and goodwill were adjusted and decreased the net assets acquired by $378. For Jointech, intangible assets were adjusted to reflect the results of a preliminary valuation report obtained and a deferred tax liability was established, both increasing goodwill with no change to the net assets acquired. For GGA, additional accounts receivable and deferred revenue were recognized, deferred tax assets were netted with recognized deferred tax liabilities, and the final working capital adjustment was completed, which in aggregate increased the net assets acquired by $1,366.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents the estimated fair values and useful lives of intangible assets acquired during the year ended December 31, 2014:



	Netsoft			Jointech			GGA			Great Fridays
	Weighted Average Useful Life (in years)	Amount		Weighted Average Useful Life (in years)	Amount		Weighted Average Useful Life (in years)	Amount		Weighted Average Useful Life (in years)	Amount
Customer relationships	10	$	1,700	10	$	22,173	10	$	10,959	10	$	5,747
Trade names	—	—		2	312		—	—		—	—
Total		$	1,700		$	22,485		$	10,959		$	5,747

Summary of Revenues, Net Income/(Losses) And Acquisition-Related Costs

The following is a summary of revenues, net income and acquisition-related costs included in the consolidated statements of income and comprehensive income for the year ended December 31, 2014:



	For the Year Ended December 31, 2014
	Netsoft			Jointech				GGA			Great Fridays				Total
Revenues	$	5,068		$	13,060			$	19,809		$	1,821			$	39,758
Net Income	806		¹	(3,090		)	²	822		³	(72		)	⁴	(1,534		)
Acquisition-related costs	$	75		$	361			$	325		$	24			$	785


(1)	Included in net income is $252 of stock-based compensation expense related to the Netsoft Employment Shares for the year ended December 31, 2014.


(2)	Included in net income is $1,738 of stock-based compensation expense related to the Jointech Employment Shares for the year ended December 31, 2014.


(3)	Included in net income is $4,322 of stock-based compensation expense related to the GGA Employment Shares for the year ended December 31, 2014.


(4)	Included in net income is $239 of stock-based compensation expense related to the Great Fridays Employment Shares for the year ended December 31, 2014.