4. Acquisitions

On April 2, 2018, the Company acquired all of the outstanding equity interests of ECS, headquartered in Fairfax, Virginia for $775.0 million, resulting in ECS becoming a wholly-owned subsidiary of the Company. Acquisition expenses were approximately $12.0 million and were expensed in 2018 in SG&A expenses. ECS delivers advanced solutions in cloud, cybersecurity, artificial intelligence, machine learning, software development, IT modernization and science and engineering and is primarily focused on federal government activities. ECS was purchased to complement and elevate our offerings and strengthen our position as a premium IT and professional services provider by entering the government services space. ECS is reported as a separate segment of the Company.

The results of operations of ECS have been included in the consolidated results of the Company from the date of acquisition. The condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2018 includes ECS revenues and operating income of $155.1 million and $3.7 million, respectively.

Assets and liabilities of all acquired companies are recorded at their estimated fair values at the dates of acquisition. The fair value assigned to identifiable intangible assets is determined primarily by using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and future cash flows after the acquisition. Goodwill related to this acquisition totaled $526.6 million, of which $491.7 million is estimated to be deductible for income tax purposes.

The purchase accounting for the acquisition of ECS remains incomplete with respect to opening tangible assets, intangible assets, liabilities and taxes, as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement period is not to exceed 12 months from the date of acquisition.

The following table summarizes the consideration paid and the provisional fair value of assets acquired and liabilities assumed (in thousands):



Cash	$	12,400
Accounts receivable	97,683
Prepaid expenses and other current assets	9,648
Property and equipment	28,977
Identifiable intangible assets	194,850
Goodwill	526,565
Other non-current assets	1,078
Total assets acquired	$	871,201

Current liabilities	$	94,184
Long-term liabilities	4,100
Total liabilities assumed	$	98,284

Total purchase price⁽¹⁾	$	772,917

_________

⁽¹⁾ This amount represents the $775.0 million in purchase consideration as set forth in the purchase agreement, plus $12.4 million paid for cash acquired and $1.2 million paid for working capital delivered in excess of target working capital, less $15.7 million indebtedness assumed.

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



	Useful life
Contractual customer relationships	13 years	$	141,400
Backlog	1 year	26,100
Non-compete agreements	4 to 7 years	10,350
Favorable contracts	5 years	500
Trademarks	indefinite	16,500
Total identifiable intangible assets acquired		$	194,850

The weighted-average amortization period for identifiable intangible assets, excluding trademarks, is 10.5 years.

The summary below (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for the three and six months ended June 30, 2018 and 2017 as if the acquisition of ECS occurred on January 1, 2017. The pro forma financial information gives effect to certain adjustments, including amortization of intangible assets, acquisition expenses, stock-based compensation expense for restricted stock units granted to ECS employees, interest expense on acquisition-related debt, one-time debt amendment costs and the related income tax effects. The pro forma financial information also includes the effect of dilutive weighted average shares for restricted stock units granted to ECS employees.

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.



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017

Revenues	$	878,509	$	798,163	$	1,712,721	$	1,561,687
Income from continuing operations	$	39,852	$	9,031	$	71,826	$	14,061
Net income	$	39,810	$	8,894	$	71,637	$	13,933

Earnings per share:
Basic	$	0.76	$	0.17	$	1.37	$	0.27
Diluted	$	0.75	$	0.17	$	1.36	$	0.26

Weighted average number of shares outstanding	52,310		52,823		52,253		52,741
Weighted average number of shares and dilutive shares outstanding	53,095		53,505		53,007		53,398