3. Acquisitions

On June 5, 2015, the Company acquired all of the outstanding shares of the holding company for Creative Circle, LLC (“Creative Circle”). Creative Circle, which is headquartered in Los Angeles, California, was purchased to expand the Company’s technical and creative staffing services. The purchase price consisted of $540.0 million cash, $30.0 million of common stock, and additional consideration of up to $30.0 million, if certain performance targets for 2015 are achieved. The consideration at closing was comprised of $540.9 million in cash (inclusive of $0.9 million net working capital adjustment), fair value of stock of $30.2 million (794,700 shares of the Company’s common stock), and estimated future contingent consideration of $13.8 million. Goodwill related to this acquisition totaled $358.5 million, of which $348.9 million is expected to be deductible for income tax purposes. Acquisition expenses of approximately $5.7 million were expensed in 2015 and are included in selling, general and administrative expenses ("SG&A"). The results of operations for this acquisition have been combined with those of the Company from the acquisition date and are included in the Apex Segment (see "Note 13. Segment Reporting"). The condensed consolidated statement of operations and comprehensive income for the nine months ended September 30, 2015 includes Creative Circle revenues of $92.6 million and operating income of $12.8 million.

On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. ("LabResource") headquartered in Amsterdam, Netherlands for $12.7 million. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition is not deductible for tax purposes. Acquisition expenses of approximately $0.4 million were expensed in 2015 and are included in SG&A. The results of operations for this acquisition have been combined with those of the Company from the acquisition date and are included in the Oxford Segment (see "Note 13. Segment Reporting"). The condensed consolidated statement of operations and comprehensive income for the nine months ended September 30, 2015 includes LabResource revenues of $4.9 million and operating income of $0.7 million.

Assets and liabilities of the acquired companies were recorded at their estimated fair values at the dates of acquisition. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired has been allocated to goodwill. The fair value assigned to identifiable intangible assets was determined primarily by using a discounted cash flow method. The fair value of contingent consideration is based on the present value of the expected future payments to be made to the sellers of the acquired business in accordance with the purchase agreement. There are numerous inputs for these valuations, which the Company will finalize during the measurement period. The allocation of the purchase price of Creative Circle was updated during the quarter to reduce goodwill by $3.3 million as a result of a change in the preliminary fair value estimate of contingent consideration.

The Company's allocation of the purchase price of Creative Circle and LabResource remains incomplete and any measurement period adjustments that result from the finalization of the purchase price allocation will be recorded retrospectively to the acquisition date. Changes are possible and could change the allocation of the purchase price.

The following table summarizes (in thousands) the purchase price allocations for the acquisitions of Creative Circle and LabResource:



	Creative Circle		LabResource
Cash	$	4,840	$	187
Accounts receivable	34,386		1,643
Prepaid expenses and other current assets	3,865		—
Property and equipment	5,077		12
Goodwill	358,460		6,104
Identifiable intangible assets	194,500		7,528
Other	651		—
Total assets acquired	$	601,779	$	15,474

Current liabilities	$	12,072	$	1,482
Other	—		1,882
Total liabilities assumed	12,072		3,364
Total purchase price	$	589,707	$	12,110

The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisitions of Creative Circle and LabResource:



		Identifiable Intangible Asset Value
	Useful life	Creative Circle		LabResource
Contractor relationships	4 years	$	29,500	$	947
Customer relationships	10 years	90,700		5,421
Non-compete agreements	2 - 6 years	7,300		20
Favorable contracts	5 years	900		—
Trademarks	indefinite	66,100		1,140
Total identifiable intangible assets acquired		$	194,500	$	7,528

The following summary (in thousands, except for per share data) presents pro forma unaudited consolidated results of operations for the nine months ended September 30, 2015 and 2014 as if the acquisitions of Creative Circle and LabResource had occurred on January 1, 2014. The pro forma financial information gives effect to certain adjustments, including: amortization of intangible assets, interest expense on acquisition-related debt, provision for income taxes, and increased number of common shares as a result of the acquisition. Acquisition-related costs of $6.1 million and write-off of loan costs of $3.8 million are assumed to have occurred at the beginning of the year prior to acquisition. 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.



	Nine months ended September 30,
	2015		2014

Revenues	$	1,601,437	$	1,456,081
Income from continuing operations	$	59,986	$	45,238
Net income	$	86,049	$	47,980

Basic earnings per share:
Income from continuing operations	$	1.14	$	0.83
Net income	$	1.64	$	0.88

Diluted earnings per share:
Income from continuing operations	$	1.13	$	0.81
Net income	$	1.62	$	0.86

Weighted average number of shares outstanding	52,508		54,750
Weighted average number of shares and dilutive shares outstanding	53,213		55,629