3. Acquisition

On August 1, 2013, we acquired all of the membership interests of Cable Holdings for $6,953 in cash, net of cash acquired. Cable Holdings is an education company that operates under the name of Benchmark Learning and offers short-term information technology and business learning solutions for career advancers and other professionals. The acquisition of Cable Holdings allowed us to immediately begin operating in the short-term learning solutions market, which we hope to expand upon by leveraging our current employer relationships, alumni and facilities, and integrating Cable Holdings’ operations into the Center for Professional Development @ ITT Technical Institute.

Our condensed consolidated financial statements include the results of Cable Holdings from the acquisition date. The revenue and expenses of Cable Holdings included in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2013 were not material. Our revenue, net income and earnings per share would not have been materially affected, if the revenue and expenses of Cable Holdings were presented for the three and nine months ended September 30, 2013 and 2012 as if the transaction had occurred at the beginning of the earliest period presented. The costs incurred to acquire Cable Holdings were expensed and were not material.

We accounted for the acquisition of Cable Holdings in accordance with ASC 805, “Business Combinations” (“ASC 805”), which requires the use of the acquisition method of accounting for all business combinations. The purchase price has been preliminarily allocated to identifiable net assets. The excess of the consideration paid over the estimated fair values of the identifiable net assets acquired was recognized as goodwill. The fair value of the acquired identifiable intangible assets is preliminary, pending receipt of the final valuation. The identifiable intangible assets acquired consist of customer relationships, non-compete agreements, trade names and training materials, which will be amortized over their estimated useful lives.

The following table sets forth the estimated fair values allocated to the major classes of assets acquired and liabilities assumed in the Cable Holdings acquisition as of the acquisition date:


	Assets Acquired		Liabilities Assumed
Cash and other current assets	$	1,423
Furniture and equipment		480
Identifiable intangible assets		2,990
Goodwill		3,567
Accounts payable and other liabilities			$	1,265

The estimated fair values of the assets acquired and liabilities assumed in the Cable Holdings acquisition are preliminary and based on information that was available to us as of the acquisition date and as of September 30, 2013. We may revise the allocation of the purchase price when we complete the final review of the information. We expect to finalize the purchase price allocation by December 31, 2013.