Acquisitions

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.

Stratacuity Acquisition

On August 8, 2017, the Company acquired all of the outstanding shares of StratAcuity Staffing Partners, Inc. ("Stratacuity") headquartered in New Hampshire for $25.9 million. Acquisition expenses of approximately $0.5 million were expensed in 2017 and included in SG&A expenses. Stratacuity was purchased to expand the Company's specialized clinical/scientific staffing solutions for biotechnology and pharmaceutical organizations. Goodwill associated with this acquisition totaled $17.5 million and is deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.6 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Stratacuity of $7.5 million and $0.6 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2017. The purchase accounting for this acquisition has been finalized. Stratacuity is included in the Apex segment.

LabResource Acquisition

On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. (“LabResource”) headquartered in Amsterdam, the Netherlands for $12.7 million. Acquisition expenses of approximately $0.4 million were expensed in 2015 and included in SG&A expenses. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition totaled $6.4 million and is not deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.5 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from LabResource of $7.7 million and $1.0 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. The purchase accounting this acquisition has been finalized. LabResource is included in the Oxford segment.

Creative Circle Acquisition

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 in cash, $30.2 million of common stock (794,700 shares of the Company’s common stock) and estimated future contingent consideration which was valued at $13.8 million. Acquisition expenses of approximately $5.7 million were expensed in 2015 and included in SG&A expenses. Goodwill related to this acquisition totaled $358.0 million and is deductible for income tax purposes. The results of operations for Creative Circle have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Creative Circle of $167.2 million and $22.9 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. Creative Circle is included in the Apex segment.

The final value of the contingent consideration for Creative Circle was $15.8 million, an increase of $2.0 million from the initial valuation. This increase consisted of (i) accretion of discount, as the initial value was recorded on a discounted basis and (ii) an increase in the obligation due to higher than expected post-acquisition performance of the acquired business. The $15.8 million obligation was paid in 2016, of which $13.8 million was included in cash used in financing activities and $2.0 million in cash used in operating activities.

The purchase accounting for the Creative Circle acquisition has been finalized and the following table summarizes the consideration paid, assets acquired and liabilities assumed (in thousands):



Cash	$	4,840
Accounts receivable	34,386
Prepaid expenses and other current assets	4,462
Property and equipment	5,077
Goodwill	358,029
Identifiable intangible assets	194,500
Other	651
Total assets acquired	$	601,945

Total liabilities assumed	12,254

Total purchase price⁽¹⁾	$	589,691

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(1)	Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.

The following table summarizes the Creative Circle acquired identifiable intangible assets (in thousands):



	Useful life
Contractor relationships	2 - 4 years	$	29,500
Customer relationships	2 - 10 years	90,700
Non-compete agreements	2 - 6 years	7,300
Favorable contracts	5 years	900
Trademarks	indefinite	66,100
Total identifiable intangible assets acquired		$	194,500