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ACQUISITION | 9 Months Ended
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Sep. 29, 2019
Business Combinations [Abstract] |
ACQUISITION | ACQUISITION Effective June 12, 2018, the company acquired all of the outstanding equity interests of TMP Holdings LTD (“TMP”), through its subsidiary PeopleScout, Inc. for a cash purchase price of $22.7 million, net of cash acquired of $7.0 million. TMP is a mid-sized recruitment process outsourcing (“RPO”) and employer branding service provider operating in the United Kingdom, which is the second largest RPO market in the world. This acquisition increases our ability to win multi-continent engagements by adding a physical presence in Europe, referenceable clients and employer branding capabilities. We incurred acquisition and integration-related costs of $0.4 million and $1.2 million for the thirteen weeks ended September 29, 2019 and September 30, 2018, respectively, and $1.6 million and $1.7 million for the thirty-nine weeks ended September 29, 2019 and September 30, 2018, respectively, which are included in SG&A expense on the Consolidated Statements of Operations and Comprehensive Income and cash flows from operating activities on the Consolidated Statements of Cash Flows. The following table reflects the allocation of the purchase price, net of cash acquired, to the fair value of the assets acquired and liabilities assumed:
(in thousands) | Purchase price allocation
Cash purchase price, net of cash acquired | $ | 22,742 |
Accounts receivable | 9,770 |
Prepaid expenses, deposits and other current assets | 337 |
Property and equipment | 435 |
Customer relationships | 6,286 |
Trade names/trademarks | 1,738 |
Total assets acquired | 18,566 |
Accounts payable and other accrued expenses | 9,139 |
Accrued wages and benefits | 1,642 |
Income tax payable | 205 |
Deferred income tax liability | 1,444 |
Total liabilities assumed | 12,430 |
Net identifiable assets acquired | 6,136 |
Goodwill (1) | 16,606 |
Total consideration allocated | $ | 22,742 |
(1) Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new clients and future cash flows after the acquisition of TMP, and is non-deductible for income tax purposes. Intangible assets include identifiable intangible assets for customer relationships and trade names/trademarks. We estimated the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach. The following table sets forth the components of identifiable intangible assets, their estimated fair values and useful lives as of June 12, 2018:
(in thousands, except for estimated useful lives, in years) | Estimated fair value | Estimated useful life in years
Customer relationships - other | $ | 2,809 |  | 3
Customer relationships - RPO | 3,477 |  | 7
Trade names/trademarks | 1,738 |  | 14
Total acquired identifiable intangible assets | $ | 8,024 |  |
The results of TMP’s operations and cash flows reported for 2018 on our Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows relate to the period from June 12, 2018 to September 30, 2018. Revenue from TMP included in our Consolidated Statements of Operations and Comprehensive Income was $17.9 million from the acquisition date to September 30, 2018, and $13.8 million and $40.7 million for the thirteen and thirty-nine weeks ended September 29, 2019, respectively. The acquisition of TMP was not material to our consolidated results of operations and as such, pro forma financial information was not required.

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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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- References No definition available. + Details
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