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Acquisitions
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions

 

(5) Acquisitions

On April 3, 2019, we acquired the remaining 51% controlling interest in our Swiss franchise (“Manpower Switzerland”) to obtain full ownership of the entity. Additionally, as part of the purchase agreement we acquired the remaining 20% interest in Experis AG. Manpower Switzerland provides contingent staffing services under our Manpower brand in the four main language regions in Switzerland. Both Manpower Switzerland and Experis AG are reported in our Southern Europe segment. The aggregate cash consideration paid was $212.7 and was funded through cash on hand. Of the total consideration paid, $58.3 was for the acquired interests and the remaining $154.4 was for cash and cash equivalents. The amounts paid are subject to certain working capital and net debt adjustments based on the actual working capital and net debt existing on the acquisition date compared to target amounts. The acquisition of the remaining interest of Experis AG was accounted for as an equity transaction as we previously consolidated the entity.

Our investment in Manpower Switzerland prior to the acquisition was accounted for under the equity method of accounting and we recorded our share of equity income or loss in interest and other (income) expenses, net on the Consolidated Statements of Operations. The acquisition of the remaining controlling interest in Manpower Switzerland was accounted for as a business combination and the assets and liabilities of Manpower Switzerland were included in the June 30, 2019 Consolidated Balance

Sheets, and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date.

The aggregate of the consideration paid and the fair value of previously held equity interest totaled $408.3, or $90.8 net of cash acquired. In connection with the business combination, we recognized a one-time, non-cash gain on the disposition of our previously held equity interest in Manpower Switzerland of $80.4, which is included within interest and other (income) expenses, net on the Consolidated Statements of Operations. Of the $80.4, $32.5 represented the reclassification of foreign currency translation adjustments related to the previously held equity interest, from accumulated other comprehensive income.

The assets and liabilities are included in the Consolidated Balance Sheet as of June 30, 2019 within our Southern Europe segment. The acquired assets and assumed liabilities include the following:

 

April 3, 2019

 

Cash and cash equivalents

$

317.5

 

Accounts receivable

 

60.4

 

Prepaid expenses and other assets

 

31.4

 

Goodwill

 

31.2

 

Intangible assets subject to amortization, customer relationship

 

19.6

 

Intangible assets not subject to amortization, reacquired franchise rights

 

25.5

 

Property and equipment

 

0.4

 

Accounts payable

 

21.6

 

Employee compensation payable

 

2.5

 

Accrued liabilities

 

13.7

 

Accrued payroll taxes and insurance

 

7.5

 

Value added taxes payable

 

7.4

 

Other long-term liabilities

 

25.0

 

Total assets acquired and liabilities assumed

$

408.3

 

The amounts in the above table represent the preliminary allocation of purchase price and are subject to revision when valuations are finalized for intangible assets, which are expected in 2019. The customer relationship intangible asset is expected to be amortized over a 15 year useful life. The goodwill from the acquisition is not expected to be deductible for income tax purposes.

Manpower Switzerland contributed net revenues from services of $111.0 since the acquisition. Our consolidated unaudited proforma historical net revenues from services, as if Manpower Switzerland had been acquired at the beginning of 2018, are estimated as follows:

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net revenues from services

$

5,373.1

 

 

$

5,780.9

 

 

$

10,516.6

 

 

$

11,397.7

 

From time to time, we acquire and invest in companies throughout the world, including franchises. The total cash consideration paid for acquisitions excluding Manpower Switzerland and Experis AG, net of cash acquired, was $17.7 for the six months ended June 30, 2019. This balance represents contingent consideration payments related to previous acquisitions, of which $13.0 had been recognized as a liability at the acquisition date. For the six months ended June 30, 2018, the total cash consideration for acquisitions, net of cash acquired, was $47.4, the majority of which took place in the Netherlands. This balance includes initial acquisition payments of $8.2 and contingent consideration payments of $39.2, of which $15.1 had been recognized as a liability at the acquisition date.