3. Acquisitions

On June 5, 2015, the Company acquired all of the outstanding shares of the holding company for Creative Circle, LLC ("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 selling, general and administrative expenses ("SG&A"). The results of operations for the acquisition have been combined with those of the Company from the acquisition date.

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.

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 and LabResource has been finalized and the following table summarizes the allocations (in thousands):



	Creative Circle		LabResource
Cash	$	4,840	$	187
Accounts receivable	34,386		1,643
Prepaid expenses and other current assets	4,462		—
Property and equipment	5,077		12
Goodwill	358,029		6,449
Identifiable intangible assets	194,500		7,528
Other	651		—
Total assets acquired	$	601,945	$	15,819

Current liabilities	$	12,254	$	1,482
Other	—		1,882
Total liabilities assumed	12,254		3,364
Total purchase price ^{(1) (2)}	$	589,691	$	12,455


(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
	Useful life	Creative Circle		LabResource
Contractor relationships	2 - 4 years	$	29,500	$	947
Customer relationships	2 - 10 years	90,700		5,421
Non-compete agreements	2 - 6 years	7,300		20
Favorable contracts	5 years	900		—
Trademarks	indefinite	66,100		1,140
Total identifiable intangible assets acquired		$	194,500	$	7,528

The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for the three months ended March 31, 2015 as if the acquisitions of Creative Circle and LabResource occurred on January 1, 2014. 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, and increased number of common shares as a result of the acquisitions. 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.



Revenues	$	494,708
Income from continuing operations	$	13,955
Net income	$	40,067

Basic earnings per share:
Income from continuing operations	$	0.27
Net income	$	0.77

Diluted earnings per share:
Income from continuing operations	$	0.26
Net income	$	0.76

Number of shares and share equivalents used to calculate earnings per share:
Basic	52,314
Diluted	53,046