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Acquisitions and Dispositions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions and Dispositions

 

(4) Acquisitions and Dispositions

 

Switzerland 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 $219.5 and was funded through cash on hand. Of the total consideration paid, $58.3 was for the acquired interests and the remaining $161.2 was for cash and cash equivalents. 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 expenses (income), 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 Consolidated Balance Sheets as of the acquisition date and the results of its operations have been included in the Consolidated Statements of Operations subsequent to the acquisition date.

 

The total cash impact of the acquisition was an inflow of $98.0, net of cash acquired of $317.5 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 expenses (income), net on the Consolidated Statements of Operations. Of the $80.4, $32.5 represented foreign currency translation adjustments related to the previously held equity interest from accumulated other comprehensive loss.

 

 

 

 


 

The following table summarizes the fair value of the assets and liabilities as of the acquisition date of April 3, 2019:

 

 

 

 

Cash and cash equivalents

$

317.5

 

Accounts receivable

 

60.4

 

Prepaid expenses and other assets

 

31.4

 

Goodwill

 

33.8

 

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

 

(9.9

)

Accrued payroll taxes and insurance

 

(7.5

)

Value added taxes payable

 

(7.4

)

Other long-term liabilities

 

(24.6

)

Total assets acquired and liabilities assumed

$

415.1

 

 

Other Acquisitions

 

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, for the years ended December 31, 2020, 2019 and 2018 was $2.6, $47.7 and $51.8, respectively. The 2020 and 2019 balances include consideration payments for franchises in the United States and contingent consideration payments related to previous acquisitions, of which $1.9 and $13.0, respectively, had been recognized as a liability at the acquisition date. The 2018 balance includes initial acquisition payments of $9.1 and contingent consideration payments of $42.7, of which $18.6 had been recognized as a liability at the acquisition date.

No goodwill and intangible assets resulted from acquisitions in 2020. As of December 31, 2019, goodwill and intangible assets resulting from the 2019 acquisitions, excluding Manpower Switzerland, were $14.2 and $9.0, respectively. As of December 31, 2018, goodwill and intangible assets resulting from the 2018 acquisitions were $6.1 and $0.7, respectively.

 

ManpowerGroup Greater China Limited Disposition

 

On July 10, 2019, our joint venture in Greater China, ManpowerGroup Greater China Limited, became listed on the Main Board of the Stock Exchange of Hong Kong Limited through an initial public offering. Prior to the initial public offering, we owned a 51% controlling interest in the joint venture and consolidated the financial position and results of its operations into our Consolidated Financial Statements as part of our APME segment. As a result of the offering, in which ManpowerGroup Greater China Limited issued new shares representing 25% of the equity of the company, our ownership interest was diluted to 38.25%, and then further diluted to 36.87% as the underwriters exercised their overallotment option in full on August 7, 2019. As a result, we deconsolidated the joint venture as of the listing date and account for our remaining interest under the equity method of accounting and record our share of equity income or loss in interest and other expenses (income), net in the Consolidated Statement of Operations. In connection with the deconsolidation of the joint venture, we recognized a one-time non-cash gain of $30.4, which was included in selling and administrative expenses in the Consolidated Statement of Operations in the year ended December 31, 2019. Included in the $30.4 was foreign currency translation adjustment losses of $6.2 related to the joint venture from accumulated other comprehensive loss.

 

Other Dispositions

 

Occasionally, we dispose of parts of our operations in order to optimize our global strategic and geographic footprint and synergies. 

 

On September 30, 2020 we disposed of four businesses (Serbia, Croatia, Slovenia, Bulgaria) in our Southern Europe segment for $5.8 subject to normal post close working capital adjustments, and simultaneously entered into


 

franchise agreements with the new ownership of these businesses. In connection with the disposition, we recognized a one-time loss on disposition of $5.8, which was included in the selling and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, 2020.

In December 2018, we sold one of our business units in the Netherlands for an after tax net gain of $3.8 and divested a majority interest in a fully consolidated entity in China for an immaterial gain.