Note 16 - Acquisitions | 6 Months Ended |
Jun. 30, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
16. Acquisitions |
|
On May 30, 2014, the Company acquired all of the outstanding equity of Ingeus. The purchase price was comprised of (i) a GBP £35,000, plus customary adjustments, cash payment on May 30, 2014 ($92,279, after increase for customary adjustments), (ii) contingent consideration of up to GBP £75,000 ($125,978), payable over a five year period, based on the achievement of certain Ingeus milestones including the achievement of certain levels of Ingeus’ earnings before interest, taxes, depreciation and amortization and other defined criteria and (iii) contingent consideration of £5,000 ($8,399) upon successful award of a specified customer contract. In addition, on May 30, 2014, the Company issued restricted shares of the Company’s common stock and payment of cash to the former shareholders of Ingeus with a combined value of GBP £14,346 ($24,097), subject to a vesting schedule of 25% per year over a four year period which is accounted for as a compensatory arrangement. The foreign currency translations above were based on the conversion rate on May 30, 2014. |
|
Ingeus has operations in 10 countries and four continents. It is a distributed workforce development company and market leader in outsourced employability programs, operating in the social improvement, employment and welfare services markets. The acquisition expands the Company’s presence into new, international markets, diversifies its customer base, and enhances its workforce development expertise globally. |
|
The Company incurred acquisition and related costs for this acquisition of $1,808 in the first quarter of 2014 and $2,457 in the second quarter of 2014, which are included in general and administrative expenses. |
|
The amounts of Ingeus’ unaudited revenue and net income included in the Company’s condensed consolidated statements of income for the three and six months ended June 30, 2014, and the unaudited proforma revenue and net income of the combined entity had the acquisition date been January 1, 2013, are: |
|
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Actual: | | | | | | | | | | | | | | | | |
Revenue | | $ | 28,835 | | | $ | - | | | $ | 28,835 | | | $ | - | |
Net income | | $ | 702 | | | $ | - | | | $ | 702 | | | $ | - | |
| | | | | | | | | | | | | | | | |
Proforma: | | | | | | | | | | | | | | | | |
Revenue | | $ | 400,507 | | | $ | 375,486 | | | $ | 782,218 | | | $ | 745,046 | |
Net income | | $ | 10,128 | | | $ | 14,099 | | | $ | 28,005 | | | $ | 27,833 | |
Diluted earnings per share | | $ | 0.7 | | | $ | 0.99 | | | $ | 1.96 | | | $ | 1.93 | |
|
The pro forma information above for the three and six months ended June 30, 2014 includes the elimination of acquisition related costs. Adjustments for all periods include compensation and stock-based compensation expense related to employment agreements effective with the acquisition, additional interest expense on the debt issued to finance the purchase, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and property and equipment and related tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been affected on January 1, 2013. |
|
The following represents the preliminary allocation of the purchase price: |
|
Consideration: | | | | | | | | | | | | | | | | |
Cash purchase of common stock | | $ | 92,279 | | | | | | | | | | | | | |
Estimated adjustment amount | | | 1,666 | | | | | | | | | | | | | |
Fair value of contingent consideration | | | 47,755 | | | | | | | | | | | | | |
Total consideration | | $ | 141,700 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Allocated to: | | | | | | | | | | | | | | | | |
Cash | | $ | 37,159 | | | | | | | | | | | | | |
Accounts receivable | | | 26,926 | | | | | | | | | | | | | |
Other current assets | | | 14,343 | | | | | | | | | | | | | |
Property and equipment | | | 9,326 | | | | | | | | | | | | | |
Intangibles | | | 67,600 | | | | | | | | | | | | | |
Goodwill (1) | | | 60,247 | | | | | | | | | | | | | |
Deferred taxes, net | | | (2,841 | ) | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (54,244 | ) | | | | | | | | | | | | |
Deferred revenue | | | (10,425 | ) | | | | | | | | | | | | |
Other non-current liabilities | | | (6,391 | ) | | | | | | | | | | | | |
Total of assets acquired and liabilities assumed | | $ | 141,700 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
(1) The goodwill was allocated to the Company's WD Services segment. The goodwill is not expected to be deductible for tax purposes. Goodwill includes |
|
the value of the purchased assembled workforce. |
|
The above purchase price allocation represents the preliminary purchase price allocation as the valuation of intangible assets has not been finalized. |
|
The fair value of intangible assets is as follows: |
|
| Type | | Life (years) | | Value | | | | | | | | | | |
Customer relationships | Amortizable | | 10 | | $ | 46,100 | | | | | | | | | | |
Trademarks and trade names | Amortizable | | 10 | | | 17,500 | | | | | | | | | | |
Developed technology | Amortizable | | 5 | | | 4,000 | | | | | | | | | | |
| | | | | $ | 67,600 | | | | | | | | | | |
|
Additionally, during the second quarter of 2014, the Company acquired a human services business through an asset purchase agreement. The Company has not disclosed purchase information or the pro-forma impact of this acquistion as it was immaterial to the Company's financial position and operations. |