Acquisitions

12 Months Ended

Dec. 31, 2020

5. Acquisitions

2020 Acquisitions — In 2020, the Company acquired four businesses having an aggregate purchase price of $186.0 million. Additional contingent consideration with a fair value of $5.0 million (maximum potential of $19.0 million) is to be paid in cash based on the achievement of certain specified earnings results in 2021. These acquisitions increased the Company's investment in IT consulting in its Federal Government and Commercial businesses. At December 31, 2020, the Company had not finalized the determination of fair values allocated to all of the assets and liabilities for these acquisitions. None of these acquisitions were material individually or in the aggregate; therefore, we did not present any pro forma results on these acquisitions.

2019 Acquisitions — In 2019, the Company acquired two businesses having an aggregate purchase price of $113.0 million. These acquisitions increased the Company's investment in IT consulting in its Federal Government and Commercial businesses. The purchase accounting for these acquisitions is final. None of these acquisitions were material individually or in the aggregate; therefore, we did not present any pro forma results on these acquisitions.

2018 Acquisition — On April 2, 2018, the Company acquired all of the outstanding equity interests of ECS Federal, LLC ("ECS") for $775.0 million. Acquisition expenses were approximately $12.0 million and were included in SG&A expenses. ECS, which is headquartered in Fairfax, Virginia, is a leading provider of government IT services and solutions. The ECS acquisition allows the Company to compete in the federal IT and professional services sector. ECS is reported as a separate segment of the Company. The accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2018 included revenues from ECS of $493.0 million and income before income taxes of $14.2 million, respectively.

Goodwill related to this acquisition totaled $528.2 million, of which $514.2 million is estimated to be deductible for income tax purposes. The following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed (in millions):


Cash	$	12.4
Accounts receivable	97.2
Prepaid expenses and other current assets	8.6
Property and equipment	29.0
Identifiable intangible assets	195.0
Goodwill	528.2
Other non-current assets	1.2
Total assets acquired	871.6
Current liabilities	94.7
Long-term liabilities	4.3
Total liabilities assumed	99.0
Total purchase price	$	772.6

The following table summarizes the acquired identifiable intangible assets of ECS (in millions):


	Useful life	Amount
Contractual customer relationships	12.75	$	144.6
Contract Backlog	2.75	23.1
Non-compete agreements	4 to 7 years	10.3
Favorable contracts	5 years	0.5
Trademarks	Indefinite	16.5
Total identifiable intangible assets acquired		$	195.0

The weighted-average amortization period for identifiable intangible assets, excluding trademark, is 11 years.

The summary below (in millions, except for per share data) presents pro forma unaudited consolidated results of operations for the year ended December 31, 2018 as if the acquisition of ECS by the Company and the acquisition of a business by ECS in April 2017, both occurred on January 1, 2017. The pro forma unaudited consolidated results give effect to, among other things: (i) amortization of intangible assets, (ii) stock-based compensation expense and the related dilution for restricted stock units granted to ECS employees, (iii) interest expense on acquisition-related debt and (iv) the exclusion of nonrecurring expenses incurred by ECS prior to its acquisition by the Company for ECS’ acquisition-related activities and costs incurred in the sale of ECS to the Company. The pro forma unaudited consolidated results are 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.


	2018
Revenues	$	3,548.9
Income from continuing operations	$	169.6
Net income	$	169.3

Earnings per share:
Basic	$	3.24
Diluted	$	3.19

Number of shares and share equivalents used to calculate earnings per share:
Basic	52.4
Diluted	53.2