XML 29 R18.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Acquisitions (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2018
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consider ation paid and the provisional fair value of assets acquired and liabilities assumed (in thousands):
Cash |  | $ | 12,400 |
Accounts receivable |  | 97,514 |
Prepaid expenses and other current assets |  | 8,568 |
Property and equipment |  | 28,977 |
Identifiable intangible assets |  | 194,850 |
Goodwill |  | 527,388 |
Other non-current assets |  | 1,282 |
Total assets acquired |  | 870,979 |
Current liabilities |  | 93,900 |
Long-term liabilities |  | 4,425 |
Total liabilities assumed |  | 98,325 |
Total purchase price(1) |  | $ | 772,654 |
_________ (1) This amount represents the $775.0 million in purchase consideration as set forth in the purchase agreement, plus $12.4 million paid for cash acquired and $1.0 million paid for working capital delivered in excess of target working capital, less $15.7 million indebtedness assumed.
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the acquired identifiable intangible assets of ECS (in thousands):
| Useful life |  |
Contractual customer relationships | 13 years |  | $ | 141,400 |
Backlog | 1 year |  | 26,100 |
Non-compete agreements | 4 to 7 years |  | 10,350 |
Favorable contracts | 5 years |  | 500 |
Trademarks | indefinite |  | 16,500 |
Total identifiable intangible assets acquired |  |  | $ | 194,850 |
The weighted-average amortization period for identifiable intangible assets, excluding trademarks, is 10.5 years.
Business Acquisition, Pro Forma Information | The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for the three and nine months ended September 30, 2018 and 2017 as if the acquisition of ECS by the Company and the acquisition of a business by ECS in April 2017, both occurred on January 1, 2017. The pro forma unaudited consolidated results give effect to, among other things: (i) amortization of intangible assets, (ii) stock-based compensation expense and the related dilution for restricted stock units granted to ECS employees, (iii) interest expense on acquisition-related debt and (iv) the exclusion of nonrecurring expenses incurred by ECS prior to its acquisition by the Company for ECS’ acquisition-related activities and costs incurred in the sale of ECS to the Company. The pro forma unaudited consolidated results are 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.
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
Revenues |  | $ | 906,449 |  |  | $ | 820,185 |  |  | $ | 2,619,170 |  |  | $ | 2,381,872 |
Income from continuing operations |  | $ | 49,216 |  |  | $ | 30,246 |  |  | $ | 122,937 |  |  | $ | 66,357 |
Net income |  | $ | 49,172 |  |  | $ | 30,222 |  |  | $ | 122,704 |  |  | $ | 66,204 |
Earnings per share: |  |  |  |  |  |  |  |
Basic |  | $ | 0.94 |  |  | $ | 0.58 |  |  | $ | 2.35 |  |  | $ | 1.26 |
Diluted |  | $ | 0.93 |  |  | $ | 0.57 |  |  | $ | 2.32 |  |  | $ | 1.24 |
Number of shares and share equivalents used to calculate earnings per share: |  |  |  |  |  |  |  |
Basic |  | 52,367 |  |  | 52,500 |  |  | 52,298 |  |  | 52,660 |
Diluted |  | 53,125 |  |  | 53,223 |  |  | 53,085 |  |  | 53,350 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
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

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration