On April 16, 2010, the Company acquired all of the outstanding shares of The Cambridge Group Ltd. and Cambridge Contract Staffing Group, Inc. (Cambridge), a Connecticut-based privately-held provider of specialized staffing services. The primary reasons for the Cambridge acquisition were to expand our Life Sciences, IT and Engineering, and Physician business operations and to leverage the Company's infrastructure. The purchase price totaled $7.6 million, comprised of $5.3 million in cash paid at closing, plus potential future earn-out consideration of up to $2.3 million. Acquisition costs of $0.1 million related to the purchase were expensed in 2010. Goodwill is not deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company since the acquisition date. Cambridge's revenues and net income included in the Statement of Operations for the year ended December 31, 2010 were $7.3 million and $186,000, respectively.

On July 19, 2010, the Company acquired all of the outstanding shares of Sharpstream Holdings Limited (Sharpstream), a privately-owned provider of search services for executives to middle managers in the life sciences sector. The primary reasons for the Sharpstream acquisition were to expand our Life Sciences business operations, further expand our global presence and to leverage the Company's infrastructure. The purchase price totaled $8.6 million, comprised of $7.2 million in cash paid at closing, plus potential future earn-out consideration of up to $1.4 million. Acquisition costs of $0.1 million related to the purchase were expensed in 2010. Goodwill is not deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company since the acquisition date. Sharpstream's revenues and net income included in the Statement of Operations for the year ended December 31, 2010 were $2.6 million and $500,000, respectively.

On February 28, 2011, the Company acquired all of the outstanding shares of Valesta, a privately-owned provider of specialized clinical research staffing headquartered in Belgium. The primary reasons for the acquisition were to expand the Life Sciences business operations and to leverage the Company's infrastructure. The purchase price for Valesta totaled $23.7 million comprised of $16.8 million in cash paid at closing, plus potential future earn-out consideration of $6.9 million (the maximum earn-out is capped at a Euro value of 5.0 million or approximately $6.5 million at December 31, 2011 exchange rates) based on estimated financial performance of Valesta through 2013. Acquisition costs related to this transaction totaled approximately $0.4 million and were expensed in 2011. Goodwill is not deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company since the acquisition date. Valesta's revenues and net income included in the Statement of Operations for the year ended December 31, 2011 were $20.4 million and $744,000, respectively.

On July 31, 2011, the Company acquired all of the outstanding shares of HealthCare Partners (HCP), a privately-owned provider of physician staffing headquartered in Atlanta, Georgia. The primary reasons for the acquisition were to expand the Physician segment business operations geographic coverage and to leverage the Company's infrastructure. The estimated purchase price for HCP was approximately $19.1 million comprised of $15.7 million in cash paid at closing, plus potential future earn-out consideration of $3.4 million (the maximum earn-out is capped at $3.7 million) based on estimated financial performance of HCP through 2013. Acquisition costs related to this transaction totaled approximately $57,000 and were expensed in 2011. Goodwill is deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company since the acquisition date. HCP's revenues and net income included in the Statement of Operations for the year ended December 31, 2011 were $11.2 million and $116,000, respectively.

Assets and liabilities of the acquired companies have been recorded at their estimated fair values at the dates of acquisition. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired has been allocated to goodwill. The fair value assigned to identifiable intangible assets was determined primarily by using a discounted cash flow method. The Company intends to discontinue the use of the HCP tradename during 2012. The Company's allocation of the purchase price for HCP and Valesta is preliminary, as the amounts related to working capital and income taxes are still being finalized. Any measurement period adjustments will be recorded retrospectively to the acquisition date.

The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the respective purchase agreements. See Note 13 for further information regarding the fair value of earn-outs and the level 3 rollforward disclosure.

	2011 Acquisitions						2010 Acquisitions
	HCP		Valesta		Total		Cambridge		Sharpstream		Total
Current assets	$	3,941	$	6,332	$	10,273	$	1,472	$	3,437	$	4,909
Property and equipment		123		299		422		0		0		0
Goodwill		14,407		16,097		30,504		6,591		5,714		12,305
Identifiable intangible assets		1,784		5,679		7,463		746		1,015		1,761
Long-term deposits		13		26		39		32		18		50
Total assets acquired	$	20,268	$	28,433	$	48,701	$	8,841	$	10,184	$	19,025

Current liabilities	$	1,070	$	4,774	$	5,844	$	731	$	1,175	$	1,906
Other long-term liabilities		49		-		49		525		383		908
Total liabilities assumed		1,119		4,774		5,893		1,256		1,558		2,814
Total purchase price	$	19,149	$	23,659	$	42,808	$	7,585	$	8,626	$	16,211

		Intangible asset value
		2011 Acquisitions						2010 Acquisitions
	Useful life	HCP		Valesta		Total		Cambridge		Sharpstream		Total
Contractor relations	2 - 3 years	$	814	$	266	$	1,080	$	550	$	530	$	1,080
Customer relations	2 - 10 years		950		2,395		3,345		96		5		101
Non-compete agreements	2 years		20		440		460		100		30		130
Trademarks	indefinite		-		2,578		2,578		-		450		450
Total intangible assets acquired		$	1,784	$	5,679	$	7,463	$	746	$	1,015	$	1,761

The summary below (in thousands, except for per share data) presents pro forma consolidated results of operations for the years ended December 31, 2011 and 2010 as if the acquisitions of HCP and Valesta occurred on January 1, 2010. The acquisitions in 2010 and 2009 were not material to the Company, therefore pro-forma information related to these acquisitions has not been presented. The pro forma financial information gives effect to certain adjustments, including: the amortization of intangible assets and interest expense on acquisition-related debt and changes in the management fees as a result of the acquisition. Acquisition-related costs of $0.4 million and $57,000, which were expensed in the three months ended March 31, 2011 and the three months ended September 30, 2011, respectively, are assumed to have occurred in 2010. The pro-forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.

	Year Ended December 31,
	2011		2010
Revenues	$	614,383	$	478,356
Operating income	$	45,584	$	3,872
Net income	$	24,785	$	(9,789	)

Basic earnings per share	$	0.67	$	(0.27	)
Diluted earnings per share	$	0.66	$	(0.27	)

Weighted average number of shares outstanding		36,876		36,429
Weighted average number of shares and dilutive shares outstanding		37,758		36,429