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Acquisitions and Dispositions | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Acquisitions and Dispositions | (4) Acquisitions and Dispositions ettain group Acquisition On October 1, 2021, we acquired ettain group, one of the largest privately held IT resourcing and services providers in North America. Effective that date, ettain group became part of our Experis business in the Americas segment. The acquisition is intended to accelerate our strategy of diversifying our business mix into higher growth and higher value services. The aggregate cash consideration paid was $930.9. Of the total consideration paid, $925.0 was for the acquired interests and the remaining $5.9 was for excess working capital and cash. The transaction was funded through cash on hand and a $150.0 draw on our revolving credit facility on October 1, 2021. We finalized the purchase accounting during the third quarter of 2022 and recognized post-closing working capital adjustments of $3.4 and income tax adjustments of $3.1 with a corresponding offset to goodwill. The acquisition of ettain group was accounted for as a business combination, and the assets and liabilities of ettain group were included in the Consolidated Balance Sheets as of the acquisition date and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date. The following table summarizes the final fair value of the assets and liabilities as of the acquisition date of October 1, 2021:
Cash and cash equivalents |  | $ | 14.6 |
Accounts receivable |  |  | 132.6 |
Prepaid expenses and other assets |  |  | 2.6 |
Operating lease right-of-use asset |  |  | 8.7 |
Goodwill |  |  | 513.1 |
Intangible assets subject to amortization, customer relationship |  |  | 360.0 |
Accounts payable |  |  | (21.6 | )
Employee compensation payable |  |  | (14.8 | )
Accrued liabilities |  |  | (28.7 | )
Accrued payroll taxes and insurance |  |  | (6.9 | )
Value added taxes payable |  |  | (3.0 | )
Long-term operating lease liability |  |  | (5.3 | )
Other long-term liabilities |  |  | (20.4 | )
Total assets and liabilities |  | $ | 930.9 |
The customer relationship intangible asset is amortized over a 15-year useful life. The customer relationship intangible asset and goodwill from the acquisition are partially deductible for income tax purposes. As of December 31, 2022, the carrying value of intangible assets and goodwill was $330.0 and $513.1, respectively. As of December 31, 2021, the carrying value of intangible assets and goodwill was $354.0 and $519.6, respectively. The goodwill is included within the United States reporting unit and is attributable to the workforce of the acquired business and expected synergies to occur post-acquisition as a result of diversifying the business into higher growth and higher value services. As of December 31, 2021, ettain group contributed revenues from services of $182.7 since the acquisition. Our consolidated unaudited proforma historical revenues from services and net earnings, as if ettain group had been acquired at the beginning of 2020, are estimated as follows:
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |
Revenues from services |  | $ | 21,269.1 |  |  | $ | 18,731.0 |
Net earnings |  |  | 425.4 |  |  |  | 40.1 |
The proforma amounts are calculated after applying our accounting policies and adjusting the results of ettain group to reflect the additional amortization that would have been charged assuming a fair value adjustment to intangible assets had been applied from January 1, 2020, with the consequential tax effects. In 2021, we incurred $18.8 of acquisition and integration costs. These expenses are included in selling and administrative expenses on the Consolidated Statements of Operations for the year ended December 31, 2021 and are reflected in proforma earnings for the year ended December 31, 2020 in the table above. Other Acquisitions From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions excluding ettain group, net of cash acquired, for the years ended December 31, 2022, 2021 and 2020 was $20.2, $8.1 and $2.6, respectively. The 2022 payments primarily represent a consideration payment for the acquisition of Tingari, a talent solutions company in France. The 2022, 2021 and 2020 balances include consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $3.8, $6.3 and $1.9, respectively, had been recognized as a liability at the acquisition date. As of December 31, 2022, goodwill and intangible assets resulting from the 2022 acquisitions wer e $8.8 and $5.3, respectively. A s of December 31, 2021, goodwill and intangible assets resulting from the 2021 acquisitions, excluding ettain group, were $3.1 and $0.6, respectively. No goodwill and intangible assets resulted from acquisitions in 2020. Dispositions Occasionally, we dispose of parts of our operations based on risk considerations and to optimize our global strategic and geographic footprint and overall efficiency. On January 17, 2022, we disposed of our Russia business in our Northern Europe segment for cash proceeds of $3.2. In connection with the disposition, we recognized a one-time net loss on disposition of $8.0, of which $9.7 was included in selling and administrative expenses and a gain of $1.7 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022. On September 30, 2022, our Belgium business disposed of its Service Voucher Division and recognized a one-time gain of $4.1, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2022. On December 15, 2022, we disposed of our Hungary business in our Southern Europe segment and recognized a one-time loss of $2.1, of which $0.9 was included in selling and administrative expenses and $1.2 was included in interest and other expenses in the Consolidated Statements of Operations in the year ended December 31, 2022. In November 2021, we disposed of our Tunisia business in our Southern Europe segment and recognized a one-time loss of $1.2, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2021. On September 30, 2020, we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for cash proceeds of $5.8 subject to normal post close working capital adjustments, and simultaneously entered into franchise agreements with the new ownership of these businesses. In connection with the disposition, we recognized a one-time loss on disposition of $5.8, which was included in selling and administrative expenses in the Consolidated Statements of Operations in the year ended December 31, 2020.
Historical Revenues from Services | Our consolidated unaudited proforma historical revenues from services and net earnings, as if ettain group had been acquired at the beginning of 2020, are estimated as follows:
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |
Revenues from services |  | $ | 21,269.1 |  |  | $ | 18,731.0 |
Net earnings |  |  | 425.4 |  |  |  | 40.1 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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