Business Combinations | 7. Business Combinations Acquisition of ForwardThink On February 10, 2014, the Company acquired ForwardThink, pursuant to the terms of an Agreement and Plan of Merger. ForwardThink was a financial services and solutions consulting firm. The acquisition of ForwardThink expanded the Company's financial services vertical, including the Company's presence in the New York area. The Company's total allocable purchase price consideration was $40.1 million. The purchase price was comprised of $26.9 million in cash paid (net of cash acquired) and $13.2 million of Company common stock issued at closing. The Company incurred approximately $1.3 million in transaction costs, which were expensed when incurred. The Company acquired certain equity awards which were replaced with a cash incentive plan pursuant to the Agreement and Plan of Merger. These awards are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination and will be recognized as compensation expense within the Condensed Consolidated Statements of Operations (Unaudited). Approximately $0.8 million of expense will be recorded over three years and will be recognized ratably over the awards service period. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 4.6 Acquired intangible assets 18.0 Liabilities assumed (12.1 ) Goodwill 29.6 Total purchase price $ 40.1 The Company estimated that the intangible assets acquired have useful lives of eleven months to six years. Acquisition of BioPharm On April 1, 2014, the Company acquired substantially all of the assets of BioPharm Systems, Inc., a California corporation ("California BioPharm"), and all of the outstanding stock of BioPharm Systems, Inc., a Delaware corporation (together with California BioPharm, "BioPharm"), pursuant to the terms of an Asset Purchase Agreement and a Stock Purchase Agreement. BioPharm was a business and information technology consulting firm focused on the life sciences industry. The acquisition of BioPharm expanded the Company's industry vertical expertise with the addition of a dedicated life sciences vertical. The Company's total allocable purchase price consideration was $16.3 million. The purchase price was comprised of $11.2 million in cash paid (net of cash acquired) and $5.1 million in Company common stock issued at closing. The Company incurred approximately $0.7 million in transaction costs, which were expensed when incurred. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 3.5 Acquired intangible assets 8.4 Liabilities assumed (1.9 ) Goodwill 6.3 Total purchase price $ 16.3 The Company estimated that the intangible assets acquired have useful lives of nine months to ten years. Acquisition of Trifecta On May 7, 2014, the Company acquired substantially all of the assets related to the eCommerce business of Trifecta Technologies, Inc. and Trifecta Technologies Canada, Limited (together, "Trifecta"), pursuant to the terms of an Asset Purchase Agreement. Trifecta was a business and information technology consulting firm focused on IBM WebSphere Commerce solutions. The acquisition of Trifecta expanded the Company's ability to deliver larger, more powerful commerce solutions. The Company's total allocable purchase price consideration was $13.6 million. Of the $13.6 million in total allocable purchase price consideration, $8.2 million was paid in cash and the remainder represents an assumption of liabilities. The Company incurred approximately $0.6 million in transaction costs, which were expensed when incurred. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 1.6 Acquired intangible assets 5.2 Liabilities assumed (5.7 ) Goodwill 7.1 Total cash purchase price $ 8.2 The Company estimated that the intangible assets acquired have useful lives of eight months to five years. Acquisition of Zeon On January 2, 2015, the Company acquired substantially all of the assets of Zeon Solutions Incorporated, a Wisconsin corporation, Grand River Interactive LLC, a Michigan limited liability company, and their Indian affiliate, Zeon Solutions Private Limited (collectively, "Zeon"), pursuant to the terms of an Asset Purchase Agreement. The acquisition of Zeon expanded the Company's expertise in the support of e-commerce and digital agency solutions. The Company has initially estimated the total allocable purchase price consideration to be $35.9 million. The purchase price was comprised of $22.3 million in cash paid and $11.4 million in Company common stock issued at closing increased by $2.2 million representing the initial fair value estimate of additional earnings-based contingent consideration, which may be realized by Zeon 12 months after the closing date of the acquisition. The Company incurred approximately $0.9 million in transaction costs, which were expensed when incurred. The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 8.6 Acquired intangible assets 12.7 Liabilities assumed (3.5 ) Goodwill 18.1 Total purchase price $ 35.9 The Company estimated that the intangible assets acquired have useful lives of nine months to eight years. The amounts above represent the acquisition fair value estimates as of June 30, 2015, and are subject to subsequent adjustment as the Company obtains additional information during the measurement period and finalizes its fair value estimates. Any subsequent adjustments to these fair value estimates occurring during the measurement period will result in an adjustment to goodwill or income, as applicable. The results of the Zeon operations have been included in the Company's condensed consolidated financial statements since the acquisition date. The amount of revenue and net income of Zeon in the Company's Condensed Consolidated Statements of Operations (Unaudited) from the acquisition date to June 30, 2015 are as follows (in thousands): Acquisition Date to June 30, 2015 Revenues $ 14,316 Net income $ 1,100 Pro-forma Results of Operations The following presents the unaudited pro-forma combined results of operations of the Company with Zeon for the six months ended June 30, 2015 and ForwardThink, BioPharm, Trifecta, and Zeon for the six months ended June 30, 2014, after giving effect to certain pro-forma adjustments and assuming Zeon was acquired as of the beginning of 2014 and ForwardThink, BioPharm, and Trifecta were acquired as of the beginning of 2013. These unaudited pro-forma results are presented in compliance with the adoption of Accounting Standards Update ("ASU") 2010-29, Business Combinations Disclosure of Supplementary Pro Forma Information for Business Combinations Six Months Ended June 30, 2015 2014 Revenues $ 219,062 $ 232,391 Net income $ 8,666 $ 10,195 Basic net income per share $ 0.26 $ 0.31 Diluted net income per share $ 0.25 $ 0.30 Shares used in computing basic net income per share 33,729 33,083 Shares used in computing diluted net income per share 34,159 34,092 |