XML 76 R11.htm IDEA: XBRL DOCUMENT
v2.4.1.9

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2014
Business Combinations [Abstract] |
Acquisitions | 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 $96.6 million, comprised of $93.6 million in cash paid at closing and estimated future contingent consideration of $3.0 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 partnership 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 $19.2 million, comprised of $18.5 million in cash paid at closing and estimated future contingent consideration of $0.7 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 $6.4 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. On May 15, 2012, the Company acquired all of the outstanding shares of Apex Systems, Inc. ("Apex Systems"), 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 Systems 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 Systems 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 allocations of the purchase price for these acquisitions have been finalized. Changes in the purchase price allocation for CyberCoders and Whitaker from the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2013 are primarily driven by a $4.2 million decrease in estimated contingent consideration for these acquisitions, and include changes in the value assigned to goodwill and intangible assets, and also include increases in current and other liabilities and other smaller changes to property and equipment and current assets. Measurement period adjustments resulting from the finalization of the purchase price allocation have been recorded retrospectively to the acquisition dates. The following tables summarize (in thousands) the purchase price allocations for the acquisitions of Apex Systems, CyberCoders and Whitaker:
| 2013 Acquisitions |  | 2012 Acquisition
| CyberCoders |  | Whitaker |  | Apex Systems
Current assets | $ | 11,329 |  |  | $ | 9,155 |  |  | $ | 172,042 |
Property and equipment | 3,327 |  |  | 272 |  |  | 902 |
Goodwill | 69,018 |  |  | 7,076 |  |  | 264,590 |
Identifiable intangible assets | 37,860 |  |  | 7,750 |  |  | 251,555 |
Other | 915 |  |  | 568 |  |  | 494 |
Total assets acquired | $ | 122,449 |  |  | $ | 24,821 |  |  | $ | 689,583 |
Current liabilities | $ | 9,022 |  |  | $ | 5,093 |  |  | $ | 77,905 |
Other | 16,839 |  |  | 551 |  |  | 850 |
Total liabilities assumed | 25,861 |  |  | 5,644 |  |  | 78,755 |
Total purchase price | $ | 96,588 |  |  | $ | 19,177 |  |  | $ | 610,828 |
The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisitions of CyberCoders, Whitaker, and Apex Systems:
|  |  | Identifiable Intangible Asset Value
|  |  | 2013 Acquisitions |  | 2012 Acquisition
| Useful life |  | CyberCoders |  | Whitaker |  | Apex Systems
Contractor relationships | 2 - 5 years |  | $ | 4,000 |  |  | $ | 1,100 |  |  | $ | 10,589 |
Customer relationships | 2 – 10 years |  | 860 |  |  | 6,200 |  |  | 92,147 |
Non-compete agreements | 3 - 7 years |  | 800 |  |  | 50 |  |  | 2,076 |
In-use software | 6 years |  | 18,900 |  |  | — |  |  | — |
Trademark subject to amortization | 2 years |  | — |  |  | 400 |  |  | — |
Trademarks | indefinite |  | 13,300 |  |  | — |  |  | 146,743 |
Total identifiable intangible assets acquired |  | $ | 37,860 |  |  | $ | 7,750 |  |  | $ | 251,555 |
The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for 2013 and 2012 as if the acquisition of Apex Systems 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: amortization of intangible assets, interest expense on acquisition-related debt, provision for income taxes, 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 acquisitions had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.
|  | Year Ended December 31,
|  | 2013 |  | 2012
| (unaudited)
Revenues |  | $ | 1,714,267 |  |  | $ | 1,491,170 |
Income from continuing operations |  | $ | 59,306 |  |  | $ | 52,667 |
Net income |  | $ | 89,107 |  |  | $ | 58,125 |
Basic earnings per share: |  |  |  |
Income from continuing operations |  | $ | 1.11 |  |  | $ | 1.01 |
Net income |  | $ | 1.67 |  |  | $ | 1.12 |
Diluted earnings per share: |  |  |  |
Income from continuing operations |  | $ | 1.09 |  |  | $ | 0.99 |
Net income |  | $ | 1.63 |  |  | $ | 1.09 |
Weighted average number of shares outstanding |  | 53,481 |  |  | 52,103 |
Weighted average number of shares and dilutive shares outstanding |  | 54,555 |  |  | 53,190 |

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration