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Aquisitions | 6 Months Ended
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Jun. 30, 2015
Acquisitions [Abstract] |
Business Combination Disclosure [Text Block] | 3. Acquisitions On June 5, 2015, the Company acquired all of the outstanding shares of MSCP V CC Parent, LLC, the holding company for Creative Circle, LLC (“Creative Circle”). Creative Circle, which is headquartered in Los Angeles, California, was purchased to expand the Company’s technical and creative staffing services. The purchase price consisted of $540.0 million cash (net of cash acquired and net working capital adjustments), $30.0 million of equity, and additional consideration of up to $30.0 million, if certain performance targets for 2015 are achieved. The consideration at closing was comprised of $540.9 million in cash (net of cash acquired and inclusive of $0.9 million net working capital adjustment), fair value of stock of $30.2 million (794,700 shares of the Company’s common stock), and estimated future contingent consideration of $17.1 million. Goodwill related to this acquisition totaled $361.7 million, of which $348.9 million is expected to be deductible for income tax purposes. Acquisition expenses of approximately $5.7 million were expensed in 2015 and are included in selling, general and administrative expenses ("SG&A"). The results of operations for this acquisition have been combined with those of the Company from the acquisition date and are included in the Apex Segment (see "Note 13. Segment Reporting"). The condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2015 includes Creative Circle revenues and operating income of $19.6 million and $2.9 million, respectively. On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. ("LabResource") headquartered in Amsterdam, Netherlands for $12.7 million (12.0 million euros), net of cash acquired and net working capital adjustments. LabResource was purchased to expand the Company's life sciences staffing business in Europe. The consideration at closing was comprised of $11.9 million in cash (11.3 million euros), net of cash acquired and inclusive of $0.8 million (0.7 million euros) net working capital adjustment. Goodwill associated with this acquisition is not deductible for tax purposes. Acquisition expenses of approximately $0.4 million were expensed in 2015 and are included in SG&A. The results of operations for this acquisition have been combined with those of the Company from the acquisition date and are included in the Oxford Segment (see "Note 13. Segment Reporting"). The condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2015 includes LabResource revenues and operating income $2.2 million and $0.3 million, respectively. 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 of Creative Circle and LabResource remains incomplete with respect to opening net tangible 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 for Creative Circle is based on the present value of the expected future payments to be made to the sellers of the acquired business in accordance with the purchase agreement. 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; refer to "Note 8. 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 Creative Circle and LabResource:
| 2015 Acquisitions
| Creative Circle |  | LabResource
Cash | $ | 4,840 |  |  | $ | 187 |
Accounts receivable | 34,386 |  |  | 1,643 |
Prepaid expenses and other current assets | 3,865 |  |  | — |
Property and equipment | 5,077 |  |  | 12 |
Goodwill | 361,746 |  |  | 6,104 |
Identifiable intangible assets | 194,500 |  |  | 7,528 |
Other | 651 |  |  | — |
Total assets acquired | $ | 605,065 |  |  | $ | 15,474 |
Current liabilities | $ | 12,072 |  |  | $ | 1,482 |
Other | — |  |  | 1,882 |
Total liabilities assumed | 12,072 |  |  | 3,364 |
Total purchase price | $ | 592,993 |  |  | $ | 12,110 |
The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisitions of Creative Circle and LabResource:
|  |  | Identifiable Intangible Asset Value
|  |  | 2015 Acquisitions
| Useful life |  | Creative Circle |  | LabResource
Contractor relationships | 4 years |  | $ | 29,500 |  |  | $ | 947 |
Customer relationships | 10 years |  | 90,700 |  |  | 5,421 |
Non-compete agreements | 2 - 6 years |  | 7,300 |  |  | 20 |
Favorable contracts | 5 years |  | 900 |  |  | — |
Trademarks | indefinite |  | 66,100 |  |  | 1,140 |
Total identifiable intangible assets acquired |  | $ | 194,500 |  |  | $ | 7,528 |
The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for the six months ended June 30, 2015 and 2014 as if the acquisitions of Creative Circle and LabResource occurred on January 1, 2014. 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, and increased number of common shares as a result of the acquisition. Acquisition-related costs of $6.1 million and write-off loan costs of $3.8 million 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.
|  | Six months ended June 30,
|  | 2015 |  | 2014
Revenues |  | $ | 1,029,314 |  |  | $ | 951,357 |
Income from continuing operations |  | $ | 35,095 |  |  | $ | 24,526 |
Net income |  | $ | 61,124 |  |  | $ | 25,986 |
Basic earnings per share: |  |  |  |
Income from continuing operations |  | $ | 0.67 |  |  | $ | 0.45 |
Net income |  | $ | 1.16 |  |  | $ | 0.47 |
Diluted earnings per share: |  |  |  |
Income from continuing operations |  | $ | 0.66 |  |  | $ | 0.44 |
Net income |  | $ | 1.15 |  |  | $ | 0.46 |
Weighted average number of shares outstanding |  | 52,543 |  |  | 55,034 |
Weighted average number of shares and dilutive shares outstanding |  | 53,273 |  |  | 55,915 |

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