Acquisitions. On December 5, 2013, the Company acquired all of the outstanding shares of CyberCoders Holdings, Inc. ("CyberCoders"), a 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 estimated future contingent consideration of $5.0 million, which is based on estimated financial performance of CyberCoders through 2015 (the maximum contingent consideration opportunity is $11.0 million). 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.

On December 2, 2013, the Company acquired all of the outstanding membership interests of Whitaker Medical, LLC ("Whitaker"), a 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 estimated future contingent consideration of $2.8 million, which is based on estimated financial performance of Whitaker through 2015 (the maximum contingent consideration opportunity is $5.0 million). Acquisition costs of approximately $0.4 million were expensed in 2013. Goodwill of $7.2 million is deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company from the acquisition date.

Assets and liabilities of the acquired companies were recorded at their estimated fair values at the date 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 of the purchase prices relating to the CyberCoders and Whitaker acquisitions remains incomplete with respect to opening net assets, intangible assets, taxes and contingent consideration. Material 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 6 Fair Value Measurements for further information regarding the fair value of contingent consideration and the level 3 rollforward disclosure.

During the six months ended June 30, 2014, the Company adjusted CyberCoder's and Whitaker's purchase price allocation. The adjustments related to net working capital, were not material and had no impact on the condensed consolidated statements of operations, and accordingly they were not presented retrospectively.

The following table summarizes (in thousands) the purchase price allocations for the acquisitions of CyberCoders and Whitaker, which are subject to finalization during the measurement period:



	2013 Acquisitions
	CyberCoders		Whitaker
Current assets	$	10,583	$	9,155
Property and equipment	3,790		272
Goodwill	70,784		7,216
Identifiable intangible assets	36,450		9,760
Other	915		568
Total assets acquired	$	122,522	$	26,971

Current liabilities	$	8,057	$	5,093
Other	15,817		551
Total liabilities assumed	23,874		5,644
Total purchase price	$	98,648	$	21,327

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:



		Identifiable Intangible Asset Value
	Useful life	CyberCoders		Whitaker
Contractor relationships	2.5 years	$	3,900	$	1,800
Customer relationships	3 – 7 years	750		5,900
Non-compete agreements	3 years	800		60
In-use software	6 years	18,900		—
Trademarks	indefinite	12,100		2,000
Total identifiable intangible assets acquired		$	36,450	$	9,760

The summary below (in thousands, except for per share data) presents unaudited pro forma consolidated results of operations for the six months ended June 30, 2013 as if the acquisitions of Whitaker and CyberCoders occurred on January 1, 2012. The pro forma financial information gives effect to certain adjustments, including: amortization of intangible assets, interest expense on acquisition-related debt and provision for income taxes. 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.



Revenues	$	831,486
Income from continuing operations	$	19,693
Net income	$	34,186

Basic earnings per share:
Income from continuing operations	$	0.37
Net income	$	0.64

Diluted earnings per share:
Income from continuing operations	$	0.36
Net income	$	0.63

Number of shares used to calculate earnings per share:
Basic	53,213
Diluted	54,222