Acquisitions.

On December 5, 2013, the Company acquired all of the outstanding shares of CyberCoders Holdings, Inc. ("CyberCoders"), a privately-owned provider of permanent placement services headquartered in Irvine, California. The primary reason for the acquisition was to expand the Company's permanent placement services. The purchase price was $98.6 million, comprised of $93.6 million in cash paid at closing and potential future earn-out consideration of $5.0 million (the maximum earn-out opportunity is capped at $11.0 million) based on estimated financial performance of CyberCoders through 2015. Acquisition costs of approximately $1.5 million were expensed in 2013. Goodwill deductible for tax purposes is $10.3 million for this transaction. The results of operations for the acquisition have been combined with those of the Company from the acquisition date. CyberCoders revenues and net income (loss) included in the Statement of Operations for the year ended December 31, 2013 were $3.6 million and $(0.1) million, respectively.

On December 2, 2013, the Company acquired all of the outstanding partnership interests of Whitaker Medical, LLC, a privately-owned provider of physician staffing services headquartered in Houston, Texas. The primary reason for the acquisition was to expand the Company's Physician staffing services. The purchase price was $21.3 million, comprised of $18.5 million in cash paid at closing and potential future earn-out consideration of $2.8 million (the maximum earn-out opportunity is capped at $5.0 million) based on estimated financial performance of Whitaker through 2015. Acquisition costs of approximately $0.4 million were expensed in 2013. Goodwill is deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company from the acquisition date. Whitaker revenues and net income (loss) included in the Statement of Operations for the year ended December 31, 2013 were $2.3 million and $(28,000), respectively.

On May 15, 2012, the Company acquired all of the outstanding shares of Apex Systems, Inc., a privately-owned provider of information technology staffing headquartered in Richmond, Virginia. The primary reason for the acquisition was to expand the Company's information technology staffing services. The purchase price totaled approximately $610.8 million, comprised of $385.0 million paid in cash at closing, $0.3 million paid in the third quarter of 2012 related to the net working capital adjustments, and 14.3 million shares of common stock of the Company issued to the holders of shares of common stock and options to purchase common stock of Apex immediately prior to the effective time of the merger. Acquisition costs related to this transaction totaled approximately $9.8 million and were expensed in 2012. Goodwill and the identifiable intangible assets are deductible for tax purposes. The results of operations of Apex have been combined with those of the Company since the acquisition date.

On July 31, 2011, the Company acquired all of the outstanding shares of HealthCare Partners, Inc. ("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 purchase price for HCP was approximately $19.1 million comprised of $15.7 million in cash paid at closing and potential future earn-out consideration of $3.4 million (the maximum earn-out opportunity was capped at $3.7 million) based on estimated financial performance of HCP through 2013. Acquisition costs of approximately $57,000 were expensed in 2011. The Company discontinued the use of the HCP tradename during 2012. 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.

On February 28, 2011, the Company acquired all of the outstanding shares of Warphi N.V. and its subsidiaries (collectively, "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 and potential future earn-out consideration of $6.9 million (the maximum earn-out was capped at a Euro value of €5.0 million) based on estimated financial performance of Valesta through 2013. Acquisition costs of approximately $0.4 million 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.

Assets and liabilities of the acquired companies were 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's allocation for the purchase price for Apex has been finalized. The Company's allocation for the purchase price of CyberCoders and Whitaker remains incomplete with respect to opening net assets, intangible assets, taxes and contingent consideration. Measurement period adjustments resulting from the finalization of the purchase price allocation will be recorded retrospectively to the acquisition date. The preliminary fair value of contingent consideration 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. There are numerous inputs for this valuation, which the Company will finalize during the measurement period. Significant changes are likely and will change the contingent consideration and the amount allocated to goodwill. See Note 13 Fair Value Measurements for further information regarding the fair value of contingent consideration and the level 3 rollforward disclosure.

The following tables summarize (in thousands) the purchase price allocations for the acquisitions of CyberCoders and Whitaker, which are subject to finalization during the measurement period, and Apex, HCP and Valesta:



	2013 Acquisitions				2012 Acquisition		2011 Acquisitions
	CyberCoders		Whitaker		Apex		HCP		Valesta
Current assets	$	10,805	$	8,909	$	172,042	$	3,950	$	6,332
Property and equipment	3,790		272		902		123		299
Goodwill	70,527		7,452		264,590		14,398		17,911
Identifiable intangible assets	36,450		9,760		251,555		1,784		5,679
Other	915		568		494		13		26
Total assets acquired	$	122,487	$	26,961	$	689,583	$	20,268	$	30,247

Current liabilities	$	8,022	$	5,083	$	77,905	$	1,070	$	4,774
Other	15,817		551		850		49		1,814
Total liabilities assumed	23,839		5,634		78,755		1,119		6,588
Total purchase price	$	98,648	$	21,327	$	610,828	$	19,149	$	23,659

The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisitions of CyberCoders and Whitaker, which are subject to finalization during the measurement period, and Apex, HCP and Valesta:



		Identifiable Intangible Asset Value
		2013 Acquisitions				2012 Acquisition		2011 Acquisitions
	Useful life	CyberCoders		Whitaker		Apex		HCP		Valesta
Contractor relations	2 – 5 years	$	3,900	$	1,800	$	10,589	$	814	$	266
Customer relations	2 – 10 years	750		5,900		92,147		950		2,395
Non-compete agreements	2 – 7 years	800		60		2,076		20		440
In-use software	6 years	18,900		—		—		—		—
Trademarks	indefinite	12,100		2,000		146,743		—		2,578
		$	36,450	$	9,760	$	251,555	$	1,784	$	5,679

The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for each of the years in the period ended December 31, 2013 as if the acquisitions of HCP and Valesta occurred on January 1, 2010, the acquisition of Apex occurred on January 1, 2011, and the acquisitions of CyberCoders and Whitaker occurred on January 1, 2012. The pro forma financial information gives effect to certain adjustments, including: the amortization of intangible assets and interest expense on acquisition-related debt, changes in the management fees, and increased number of common shares as a result of the acquisition. Acquisition-related costs are assumed to have occurred at the beginning of the year prior to acquisition. 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.



	2013		2012		2011
	(unaudited)
Revenues	$	1,717,337	$	1,494,542	$	1,234,468
Income from continuing operations	$	59,598	$	52,538	$	22,676
Net income	$	89,756	$	58,732	$	26,109

Basic earnings per share:
Income from continuing operations	$	1.11	$	1.01	$	0.44
Net income	$	1.68	$	1.13	$	0.51

Diluted earnings per share
Income from continuing operations	$	1.09	$	0.99	$	0.44
Net income	$	1.65	$	1.10	$	0.50

Weighted average number of shares outstanding	53,481		52,103		51,180
Weighted average number of shares and dilutive shares outstanding	54,555		53,190		52,062