Acquisitions

6 Months Ended

Jun. 30, 2019

In the first quarter of 2019, the Company acquired NextGen Global Resources LLC (“NextGen”) and Global Technology Associates, LLC (“GTA”), as detailed below. We have accounted for these acquisitions under Accounting Standards Update (“ASU”) 2017-01, Business Combinations.

NextGen Global Resources

On January 2, 2019, the Company acquired 100% of the membership interests of NextGen, a leading provider of telecommunications, wireless and connected technology staffing solutions, for a purchase price of $51.0 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by NextGen at the closing date and estimated working capital adjustments resulting in the Company paying cash of $54.3 million. Due to the limited amount of time that has passed since acquiring NextGen, the purchase price allocation for this acquisition is preliminary and could change.

This acquisition will increase our market share in the telecommunications, wireless and connected technology markets within our engineering solutions in the U.S. NextGen’s results of operations are included in the Americas Staffing segment for the 2019 second quarter and June year-to-date periods.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars):



Cash	$	3.5
Trade accounts receivable	19.7
Other current assets	0.3
Goodwill	13.7
Intangibles	21.5
Other noncurrent assets	0.5
Current liabilities	(4.9		)
Purchase price paid, including working capital adjustments	$	54.3

Included in the assets purchased in the NextGen acquisition was approximately $21.5 million of intangible assets, made up of $12.9 million in customer relationships, $8.1 million associated with NextGen’s trade name and $0.5 million for non-compete agreements. The customer relationships will be amortized over 10 years with no residual value, the trade name will be amortized over 15 years with no residual value and the non-compete agreements will be amortized over five years with no residual value. Goodwill generated from this acquisition is primarily attributable to the market potential as a staffing solutions provider to the expanding telecommunications industry, and is assigned to the Americas Staffing reporting unit (see Goodwill footnote). All of the goodwill is expected to be deductible for tax purposes.

Global Technology Associates

On January 2, 2019, in a separate transaction, the Company acquired 100% of the membership interests of GTA, a leading provider of engineering, technology and business consulting solutions in the telecommunications industry, for a purchase price of $34.0 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by GTA at the closing date and estimated working capital adjustments resulting in the Company paying cash of $35.7 million. Due to the limited amount of time that has passed since acquiring GTA, the purchase price allocation for this acquisition is preliminary and could change.

This acquisition will increase our market share in the engineering solutions market in the U.S. within the telecommunications and connectivity space. GTA’s results of operations are included in the GTS segment for the 2019 second quarter and June year-to-date periods.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars):



Cash	$	0.1
Trade accounts receivable	13.9
Other current assets	0.1
Goodwill	6.8
Intangibles	17.3
Other noncurrent assets	0.4
Current liabilities	(2.9		)
Purchase price paid, including working capital adjustments	$	35.7

Included in the assets purchased in the GTA acquisition was approximately $17.3 million of intangible assets, made up of $12.1 million in customer relationships, $4.0 million associated with GTA’s trade name and $1.2 million for non-compete agreements. The customer relationships will be amortized over 10 years with no residual value, the trade name will be amortized over 15 years with no residual value and the non-compete agreements will be amortized over five years with no residual value. Goodwill generated from this acquisition is primarily attributable to the market potential as a solutions provider to the expanding telecommunications industry, and is assigned to the GTS reporting unit (see Goodwill footnote). All of the goodwill is expected to be deductible for tax purposes.

Pro Forma Information

Our consolidated revenues and net earnings for the second quarter 2019 included $22.7 million and $1.5 million, respectively, from NextGen and $16.7 million and $1.7 million, respectively, from GTA. Our consolidated revenues and net earnings for June year to date 2019 included $42.9 million and $2.4 million, respectively, from NextGen and $32.4 million and $2.5 million, respectively, from GTA. The following unaudited pro forma information presents a summary of the operating results as if the NextGen and GTA acquisitions had been completed as of January 1, 2018 (in millions of dollars, except per share data):



	Second Quarter					June Year to Date
	2019		2018			2019		2018
Pro forma revenues	$	1,367.5	$	1,410.9		$	2,750.1	$	2,801.3
Pro forma net earnings	83.8		(14.6		)	105.9		15.0
Pro forma basic earnings per share	2.12		(0.38		)	2.69		0.38
Pro forma diluted earnings per share	2.12		(0.38		)	2.68		0.38

Due to the date of the acquisitions, there were no adjustments for the second quarter and June year to date 2019 pro forma results. For the second quarter of 2018, NextGen pro forma revenues and net earnings were $15.6 million and $0.5 million, respectively, and GTA pro forma revenues and net earnings were $8.4 million and $0.3 million, respectively. For June year to date 2018, NextGen pro forma revenues and net earnings were $28.2 million and $0.6 million, respectively, and GTA pro forma revenues and net earnings were $16.3 million and $0.7 million, respectively.

The pro forma results for the second quarter and June year to date 2018 reflect amortization of the intangible assets, applicable taxes and adjustments for the accounting for revenue under ASC 606, none of which had a material impact on the pro forma results. The unaudited pro forma information presented has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.