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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
ACQUISITIONS | ACQUISITIONS During the year ended December 31, 2014, the Company completed four acquisitions. The acquisitions intend to allow the Company to expand into desirable geographic locations, complement the existing vertical markets, increase the volume of revenue and create new offerings of services currently provided. These acquisitions have been accounted for using the acquisition method for recording business combinations. Acquisitions are settled in cash and/or stock where a portion of the settlement price may be deferred. In some cases, purchase agreements contain contingent consideration in a form of an earnout obligation. 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
|  | Issued |  | Deferred |  | Issued |  | Deferred |  | Paid |  | Deferred |  | Cash |  | Stock |  |
|  |  |  | (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.
Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the respective acquisition. The maximum potential earnouts payable disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnouts payable, which are based upon the estimated future operating results of the acquired businesses within a seven-to twelve-month period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. The Company will record subsequent changes in the fair value of the earnout obligations, if any, in its consolidated income from operations. Please see Note 17 for discussion around significant inputs and assumptions relating to the earnout obligation. Netsoft — On March 5, 2014, the Company completed an acquisition of substantially all of the assets and assumed certain specific liabilities of U.S.-based healthcare technology consulting firm Netsoft Holdings LLC and Armenia-based Ozsoft, LLC (collectively, “Netsoft”). As a result of this transaction, substantially all of the employees of Netsoft, including approximately 40 IT professionals, accepted employment with the Company. In connection with the Netsoft acquisition, the Company agreed to issue a total of 2,289 restricted shares of Company common stock as consideration for future services to key management and employees of Netsoft (the “Netsoft Closing Shares”). The Company agreed to pay a deferred consideration, partially paid in stock of 9,154 restricted shares of Company common stock. Furthermore, subject to attainment of certain performance targets defined in the purchase agreement, the Company will issue 16,349 restricted shares of Company common stock (collectively with the Netsoft Closing Shares and deferred shares, the “Netsoft Employment Shares”). The Netsoft Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. All unvested shares will be forfeited upon termination of services by the Company for cause or by the employee other than for good reason. The Netsoft Employment Shares had an estimated value of $1,017 at the time of grant and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). Under the terms of this agreement, all of the Netsoft Closing Shares, as well as $256, were placed in escrow for a period of 18 months as security for the indemnification obligations of the sellers under the asset purchase agreement. Jointech — On April 30, 2014, the Company acquired all of the outstanding equity of Joint Technology Development Limited, a company organized under the laws of Hong Kong, including its wholly-owned subsidiaries Jointech Software (Shenzhen) Co., Ltd., a company organized under the laws of China, and Jointech Software Pte. Ltd., a company organized under the laws of Singapore (collectively, “Jointech”). Jointech provides strategic technology services to multi-national organizations in investment banking, wealth and asset management. As a result of this transaction, substantially all employees of Jointech, including approximately 216 IT professionals, accepted employment with the Company. In connection with the Jointech acquisition, the Company agreed to issue a total of 89,552 shares of the Company common stock to a former owner of Jointech as consideration for future services on or about the six-month anniversary from the date of acquisition (the “Jointech Closing Shares”). Furthermore, the Company will pay to that former owner up to a maximum of $5,000 in shares of Company common stock determined based on the average closing price per share for the 30-trading day period preceding April 1, 2015 (collectively with the Jointech Closing Shares, the “Jointech Employment Shares”). The Jointech Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. All unvested Jointech Employment Shares will be forfeited upon termination of services for cause by the Company or other than for good reason (as applicable) by either of the two former owners of the acquired business. The aggregate fair value of the Jointech Employment Shares at the date of grant was $7,788 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). Under the terms of the agreement, 15% of the total purchase price, in cash and stock, including the Jointech Employment Shares, was placed in an escrow account for a period of 18 months as security for the indemnification obligations of the sellers under the stock purchase agreement. GGA — On June 6, 2014, the Company acquired substantially all of the assets and assumed certain specific liabilities of GGA Software Services, LLC, Institute of Theoretical Chemistry, Inc., and GGA’s Russian affiliate (collectively, “GGA”). Established in 1994, GGA develops scientific informatics applications and content databases; creates state-of-the-art algorithms and models; and delivers IT support, maintenance, and QA services to the world’s leading healthcare and life sciences companies. As a result of this transaction, substantially all employees of GGA, including approximately 329 IT professionals and 126 scientists, accepted employment with the Company. In connection with the GGA acquisition, the Company agreed to issue a total of 262,277 shares of the Company common stock to the former owners of GGA as consideration for future services (the “GGA Closing Shares”). Furthermore, subject to attainment of specified performance targets, the Company will issue to the former owners of GGA shares of its common stock based on the formula provided in the purchase agreement (collectively with GGA Closing Shares, the “GGA Employment Shares”). The GGA Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GGA Employment Shares at the date of grant was $20,655 and will be recorded as stock-based expense over an associated service period of three years (Note 14). Under the terms of the agreement, a total of 102,631 of the GGA Employment Shares were placed into an escrow account as security for the indemnification obligations of the sellers under the asset purchase agreement. Great Fridays — On October 31, 2014, the Company acquired 100% of the equity interests of Great Fridays Limited and its subsidiaries with intent to expand the Company's product and design service portfolio. Great Fridays Limited, headquartered in Manchester, UK, with offices in London, San Francisco and New York, focuses on bridging the gap between business and design. The acquisition of Great Fridays added approximately 50 creative design professionals to the Company's headcount. In connection with the Great Fridays acquisition, the Company agreed to issue a total of 90,864 shares of the Company common stock to the former owners of Great Fridays as consideration for future services (the “Great Fridays Closing Shares”). Furthermore, subject to attainment of specified performance targets, the Company will pay the former owners of Great Fridays up to a maximum of 10,092 shares of the Company common stock (collectively with Great Fridays Closing Shares, the “GF Employment Shares”). The GF Employment Shares will vest in equal annual installments over a three-year period starting from the date of acquisition. With respect to each former owner, all unvested shares will be forfeited upon either termination of services by the Company for cause or by the employee other than for good reason. The aggregate fair value of the GF Employment Shares at the date of grant was $4,823 and will be recorded as stock-based compensation expense over an associated service period of three years (Note 14). Under the terms of the agreement, a total of 28,390 of the GF Employment Shares were placed into an escrow account as security for the indemnification obligations of the sellers under the asset purchase agreement. 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. The Company is gathering additional information necessary to finalize the estimated fair values of intangible assets, deferred income taxes, and other asset and liability amounts. The fair values reflected are subject to change. Such changes could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the respective acquisition dates. 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 |
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.
Aggregate revenues generated by the acquired companies for the year ended December 31, 2013, were approximately $46.5 million. Pro forma results of operations for the acquisition transactions were not presented because the effects of the acquisitions were not material to the Company’s consolidated results of operation, individually or in the aggregate.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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