Acquisitions. On May 15, 2012, the Company acquired all of the outstanding shares of Apex Systems, Inc. ("Apex"), a privately-owned provider of information technology staffing services headquartered in Richmond, Virginia (the "Apex Acquisition"). The primary reason for the acquisition was to expand the Company's information technology staffing services. The purchase price totaled approximately $610.8 million, comprised of $385.3 million paid in cash and issuance of 14.3 million shares of common stock of the Company. Acquisition costs were approximately $9.8 million and were expensed in 2012. Goodwill is deductible for tax purposes. The results of operations of Apex have been combined with those of the Company since the acquisition date.

Assets and liabilities of the acquired company were recorded at their estimated fair values at the date 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.

During the quarter ended June 30, 2013, the Company finalized the allocation of the purchase price upon resolution of a pre-acquisition contingency, resulting in a retrospective adjustment to the December 31, 2012 balance sheet to reflect a $2.2 million increase in accounts receivable and a corresponding decrease in goodwill.

In the fourth quarter of 2012, the Company finalized the purchase price allocation and amortization method related to Apex's intangible assets. As required under the accounting guidance for business combinations, the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2012 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2012 , as well as the operating income by segment in Note 11, "Segment Reporting," have been restated to reflect the resulting additional amortization expense of $3.4 million ($1.9 million, net of taxes) for the three months ended September 30, 2012, and $5.0 million ($2.9 million, net of taxes) for the nine months ended September 30, 2012.

The following table summarizes (in thousands) the final purchase price allocation for the acquisition of Apex:



Current assets	$	172,042
Property and equipment	902
Goodwill	264,590
Identifiable intangible assets	251,555
Other	494
Total assets acquired	$	689,583

Current liabilities	$	77,905
Other	850
Total liabilities assumed	78,755
Total purchase price	$	610,828

The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisition of Apex:



	Useful life	Identifiable Intangible Asset Value
Contractor relationships	5 years	$	10,589
Customer relationships	10 years	92,147
Non-compete agreements	7 years	2,076
Trademarks	indefinite	146,743
Total identifiable intangible assets acquired		$	251,555

The summary below (in thousands, except for per share data) presents unaudited pro forma consolidated results of operations for the nine months ended September 30, 2012 as if the acquisition of Apex occurred on January 1, 2011. The pro forma financial information gives effect to certain adjustments, including: the amortization of intangible assets, interest expense on acquisition-related debt, and increased number of common shares as a result of the acquisition. Acquisition-related costs 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 acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.



Revenues	$	1,079,411
Income from continuing operations	$	37,215
Net income	$	39,883

Basic earnings per share:
Income from continuing operations	$	0.72
Net income	$	0.77

Diluted earnings per share:
Income from continuing operations	$	0.70
Net income	$	0.75

Weighted average number of shares outstanding	51,929
Weighted average number of shares and dilutive shares outstanding	52,959