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Acquisitions | 12 Months Ended
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Dec. 27, 2019
Business Combinations [Abstract] |
Acquisitions | 15. Acquisitions Jibe Consulting Effective May 1, 2017, the Company acquired certain assets and liabilities of Jibe Consulting, Inc. (“Jibe”), a U.S.- based Oracle E-Business Suite (“EBS”) and Oracle Cloud Business Application implementation firm. The acquisition of Jibe enhanced the Company’s Cloud Application capabilities and strongly complemented its market leading EPM transformation and technology implementation group. The Sellers’ purchase consideration was $5.4 million in cash, not subject to vesting, and $3.6 million in shares of the Company’s common stock, subject to vesting. The initial cash consideration was funded from borrowings under the Revolver. The equity that was issued has a four-year vesting term and will be recorded as compensation expense over the respective vesting period. In addition, the Sellers earned contingent consideration of $0.7 million of cash and $1.0 million of equity based on the achievement of performance targets over the 18 months following the closing. The cash related to the contingent consideration which was paid to the Sellers is not subject to service vesting and has been accounted for as part of the purchase consideration. The cash related to the contingent consideration, which was paid to the key employees, is subject to service vesting and was accounted for as compensation expense. This contingent liability was recorded in the consolidated balance sheet as current accrued expenses and other liabilities. The equity related to the contingent consideration is subject to service vesting and is being recorded as compensation expense over the respective vesting period. During the year ended December 27, 2019, and December 28, 2018, the Company had recorded $0.6 million and $0.9 million, respectively, of acquisition-related non-cash stock compensation related to the equity portion of the closing consideration and the equity portion of the contingent consideration. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The following table presents the purchase price allocation of the assets acquired and liabilities assumed, based on the fair values (in thousands):
|  | Purchase Price |
|  | Allocation |
Total consideration |  | $ | 11,293 |
Accounts receivable |  |  | 1,932 |
Other current assets |  |  | 59 |
Total current assets acquired |  |  | 1,991 |
Intangible assets |  |  | 931 |
Goodwill |  |  | 9,538 |
Total assets acquired |  |  | 12,460 |
Accrued expenses and other liabilities |  |  | 1,167 |
Total liabilities acquired |  |  | 1,167 |
Purchase consideration on acquisition |  | $ | 11,293 |
The recognized goodwill is primarily attributable to the benefits the Company expects to derive from enhanced market opportunities. The acquired intangible assets with definite lives are amortized over periods ranging from 2 to 5 years. The following table presents the intangible assets acquired from Jibe:
Category |  | Amount (in thousands) |  |  | Useful Life (in years) |
Customer Base |  | $ | 140 |  |  |  | 5 |
Customer Backlog |  |  | 325 |  |  |  | 2 |
Non-Compete |  |  | 466 |  |  |  | 5 |
|  | $ | 931 |  |  |  |  |
15. Acquisitions (continued) The acquisition was not material to the Company's results of operations, financial position, or cash flows and therefore, the pro forma impact of these acquisitions is not presented. Since the acquisition date through December 29, 2017, Jibe contributed $12.3 million of revenue before reimbursable expenses and contribution before depreciation, amortization, interest, corporate overhead allocation and taxes of $1.2 million. The acquisition related costs incurred in 2017 totaled $0.2 million and were all classified in selling, general and administrative costs in the Company’s consolidated statements of operations. All goodwill is expected to be deductible for tax purposes. Aecus Limited Effective April 6, 2017, the Company acquired 100% of the equity of the U.K.-based operations of Aecus Limited (“Aecus”), a European Outsourcing Advisory and Robotics Process Automation (“RPA”) consulting firm. This acquisition complemented the global strategy and business transformation offerings of the Company. The sellers’ purchase consideration was £3.2 million in cash. There was no contingent consideration earned on this transaction based on achievement performance targets. The closing purchase consideration was funded with the Company’s available funds The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The following table presents the purchase price allocation of the assets acquired and liabilities assumed, based on the fair values (in thousands):
|  | Purchase Price |
|  | Allocation |
Total consideration |  | £ | 3,173 |
Cash |  |  | 209 |
Accounts receivable |  |  | 898 |
Other current assets |  |  | 46 |
Total current assets acquired |  |  | 1,153 |
Intangible assets |  |  | 1,515 |
Goodwill |  |  | 1,306 |
Total assets acquired |  |  | 3,974 |
Accrued expenses and other liabilities |  |  | 801 |
Total liabilities acquired |  |  | 801 |
Purchase consideration on acquisition |  | £ | 3,173 |
The recognized goodwill is primarily attributable to the benefits the Company expects to derive from enhanced market opportunities. The acquired intangible assets with definite lives are amortized over periods ranging from 2 to 5 years. The following table presents the preliminary intangible assets acquired from Aecus:
Category |  | Amount (in thousands) |  |  | Useful Life (in years) |
Customer Base |  | £ | 455 |  |  |  | 5 |
Customer Backlog |  |  | 52 |  |  |  | 2 |
Non-Compete |  |  | 1,008 |  |  |  | 5 |
|  | £ | 1,515 |  |  |  |  |
The acquisition was not material to the Company's results of operations, financial position, or cash flows and therefore, the pro forma impact of these acquisitions is not presented. From acquisition date through the month ended December 29, 2017, Aecus contributed $3.9 million of revenue before reimbursable expenses and contribution before depreciation, amortization, interest, corporate overhead allocation and taxes of $0.5 million. The acquisition related costs incurred during 2017 totaled $0.1 million and were all classified in selling, general and administrative costs in the Company’s consolidated statements of operations. The goodwill and intangibles resulting from this transaction are not expected to be deductible under UK tax regulations. 15. Acquisitions (continued) Chartered Institute of Management Accountants In October 2017, Hackett-REL, Ltd., a subsidiary of the Company located in the United Kingdom, acquired The Chartered Institute of Management Accountants' share of the Certified GBS Professionals program. This acquisition allows those studying under the program and their employers to benefit further from the Company’s sector specific expertise and focus on the growing global business services market. Purchase consideration was $2.0 million in cash and was funded with the Company’s available funds. Also, in connection with this transaction, the Alliance and Program Development Agreement between the Company, Hackett-REL, Ltd and The Chartered Institute of Management Accountants was terminated. The purchase price was allocated to tangible and intangible assets acquired based on their estimated fair values. The intangible asset will amortize over a four-year period.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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