XML 29 R10.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | Acquisitions Assets and liabilities of all acquired companies are recorded at their estimated fair values at the dates of acquisition. The fair value assigned to identifiable intangible assets is determined primarily by using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Stratacuity Acquisition On August 8, 2017, the Company acquired all of the outstanding shares of StratAcuity Staffing Partners, Inc. ("Stratacuity") headquartered in New Hampshire for $25.9 million. Acquisition expenses of approximately $0.5 million were expensed in 2017 and included in SG&A expenses. Stratacuity was purchased to expand the Company's specialized clinical/scientific staffing solutions for biotechnology and pharmaceutical organizations. Goodwill associated with this acquisition totaled $17.5 million and is deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.6 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Stratacuity of $7.5 million and $0.6 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2017. The purchase accounting for this acquisition has been finalized. Stratacuity is included in the Apex segment. LabResource Acquisition On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. (“LabResource”) headquartered in Amsterdam, the Netherlands for $12.7 million. Acquisition expenses of approximately $0.4 million were expensed in 2015 and included in SG&A expenses. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition totaled $6.4 million and is not deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.5 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from LabResource of $7.7 million and $1.0 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. The purchase accounting this acquisition has been finalized. LabResource is included in the Oxford segment. Creative Circle Acquisition On June 5, 2015, the Company acquired all of the outstanding shares of 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 in cash, $30.2 million of common stock (794,700 shares of the Company’s common stock) and estimated future contingent consideration which was valued at $13.8 million. Acquisition expenses of approximately $5.7 million were expensed in 2015 and included in SG&A expenses. Goodwill related to this acquisition totaled $358.0 million and is deductible for income tax purposes. The results of operations for Creative Circle have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Creative Circle of $167.2 million and $22.9 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. Creative Circle is included in the Apex segment. The final value of the contingent consideration for Creative Circle was $15.8 million, an increase of $2.0 million from the initial valuation. This increase consisted of (i) accretion of discount, as the initial value was recorded on a discounted basis and (ii) an increase in the obligation due to higher than expected post-acquisition performance of the acquired business. The $15.8 million obligation was paid in 2016, of which $13.8 million was included in cash used in financing activities and $2.0 million in cash used in operating activities. The purchase accounting for the Creative Circle acquisition has been finalized and the following table summarizes the consideration paid, a ssets acquired and liabilities assumed (in thousands):
Cash |  | $ | 4,840 |
Accounts receivable |  | 34,386 |
Prepaid expenses and other current assets |  | 4,462 |
Property and equipment |  | 5,077 |
Goodwill |  | 358,029 |
Identifiable intangible assets |  | 194,500 |
Other |  | 651 |
Total assets acquired |  | $ | 601,945 |
Total liabilities assumed |  | 12,254 |
Total purchase price (1) |  | $ | 589,691 |
______
(1) | Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.
The following table summarizes the Creative Circle acquired identifiable intangible assets (in thousands):
| Useful life |  |
Contractor relationships | 2 - 4 years |  | $ | 29,500 |
Customer relationships | 2 - 10 years |  | 90,700 |
Non-compete agreements | 2 - 6 years |  | 7,300 |
Favorable contracts | 5 years |  | 900 |
Trademarks | indefinite |  | 66,100 |
Total identifiable intangible assets acquired |  | $ | 194,500 |

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 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration