Acquisitions

On June 5, 2015, the Company acquired all of the outstanding shares of the holding company for 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 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. Goodwill related to this acquisition totaled $358.0 million, and is deductible for income tax purposes. Acquisition expenses of approximately $5.7 million were expensed in 2015 and are included in SG&A. The results of operations for the acquisition have been combined with those of the Company from the acquisition date. Creative Circle revenues and income before income taxes included in the consolidated statement of operations and comprehensive income for the year-ended December 31, 2015 were $167.2 million and $22.9 million, respectively.

On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. ("LabResource") headquartered in Amsterdam, Netherlands for $12.7 million. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition is not deductible for tax purposes. Acquisition expenses of approximately $0.4 million were expensed in 2015 and are included in SG&A. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. LabResource revenues and income before income taxes included in the consolidated statement of operations and comprehensive income for 2015 were $7.7 million and $1.0 million, respectively.

On December 5, 2013, the Company acquired the holding company of CyberCoders, a provider of permanent placement services headquartered in Irvine, California. The primary reason for the acquisition was to expand the Company's permanent placement services. The purchase price was $96.6 million, comprised of $93.6 million in cash paid at closing and estimated future contingent consideration of $3.0 million, which is based on estimated financial performance of CyberCoders through 2015 (the maximum contingent consideration opportunity is $11.0 million). Acquisition costs of approximately $1.5 million were expensed in 2013. Goodwill deductible for tax purposes is $10.3 million for this transaction. The results of operations for the acquisition have been combined with those of the Company from the acquisition date.

Assets and liabilities of the acquired companies were recorded at their estimated fair values at the dates 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. The Company's allocation of the purchase price of Creative Circle, LabResource and CyberCoders has been finalized and the following table summarizes the allocations (in thousands):



	2015 Acquisitions				2013 Acquisition
	Creative Circle		LabResource		CyberCoders
Cash	$	4,840	$	187	$	1,192
Accounts receivable	34,386		1,643		4,298
Prepaid expenses and other current assets	4,462		—		5,839
Property and equipment	5,077		12		3,327
Goodwill	358,029		6,449		69,018
Identifiable intangible assets	194,500		7,528		37,860
Other	651		—		915
Total assets acquired	$	601,945	$	15,819	$	122,449

Current liabilities	$	12,254	$	1,482	$	9,022
Other	—		1,882		16,839
Total liabilities assumed	12,254		3,364		25,861
Total purchase price^{(1) (2)}	$	589,691	$	12,455	$	96,588


(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.


(2)	Excluding cash acquired and a $0.4 million adjustment for net working capital that was less than the targeted amount (thereby reducing the actual purchase price paid), the purchase price for LabResource was $12.7 million as described in the discussion above.

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



		Identifiable Intangible Asset Value
		2015 Acquisitions				2013 Acquisition
	Useful life	Creative Circle		LabResource		CyberCoders
Contractor relationships	2 - 4 years	$	29,500	$	947	$	4,000
Customer relationships	2 - 10 years	90,700		5,421		860
Non-compete agreements	2 - 6 years	7,300		20		800
Favorable contracts	5 years	900		—		—
In-use software	6 years	—		—		18,900
Trademarks	indefinite	66,100		1,140		13,300
Total identifiable intangible assets acquired		$	194,500	$	7,528	$	37,860

The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations as if the acquisitions of Creative Circle and Lab Resource occurred on January 1, 2014, and the acquisition of CyberCoders occurred on January 1, 2012. The pro forma financial information gives effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition-related debt, provision for income taxes, changes in the management fees, 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 acquisitions had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.



	Year Ended December 31,
	2015		2014		2013
Revenues	$	2,178,954	$	1,960,851	$	1,582,699
Income from continuing operations	$	79,159	$	65,152	$	54,947
Net income	$	105,387	$	68,841	$	88,319

Basic earnings per share:
Income from continuing operations	$	1.50	$	1.20	$	1.03
Net income	$	2.00	$	1.27	$	1.65

Diluted earnings per share:
Income from continuing operations	$	1.48	$	1.18	$	1.01
Net income	$	1.97	$	1.25	$	1.62

Number of shares and share equivalents used to calculate earnings per share:
Basic	52,632		54,232		53,481
Diluted	53,411		55,124		54,555