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ACQUISITIONS (Tables) | 3 Months Ended
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Mar. 25, 2016
Aon Hewitt [Member] |
Business Acquisition [Line Items] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects our preliminary allocation of the purchase price (in thousands):
| Purchase Price Allocation
Cash purchase price | $ | 72,000 |
Purchase price allocated as follows: |
Accounts receivable | $ | 12,198 |
Prepaid expenses, deposits and other current assets | 203 |
Customer relationships | 34,500 |
Technologies | 400 |
Total assets acquired | 47,301 |
Accrued wages and benefits | 1,172 |
Other long-term liabilities | 128 |
Total liabilities assumed | 1,300 |
Net identifiable assets acquired | 46,001 |
Goodwill (1) | 25,999 |
Total consideration allocated | $ | 72,000 |
(1) | Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of the RPO business of Aon Hewitt. Goodwill is deductible for income tax purposes over 15 years as of January 4, 2016.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of January 4, 2016 (in thousands, except for estimated useful lives, in years):
| Estimated Fair Value |  | Estimated Useful Lives in Years
Customer relationships | $ | 34,500 |  |  | 9.0
Technologies | 400 |  |  | 3.0
Total acquired identifiable intangible assets | $ | 34,900 |  |  |
SIMOS Insourcing Solutions Corporation [Member] |
Business Acquisition [Line Items] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects our final allocation of the purchase price (in thousands):
| Purchase Price Allocation
Purchase price: |
Cash purchase price, net of working capital adjustment | $ | 66,603 |
Contingent consideration (2) | 18,300 |
Total consideration | $ | 84,903 |
Purchase price allocated as follows: |
Accounts receivable (1) | $ | 19,207 |
Prepaid expenses, deposits and other current assets | 461 |
Property and equipment | 464 |
Customer relationships (2) | 39,000 |
Trade name/trademarks | 800 |
Technologies | 100 |
Restricted cash (2) | 4,277 |
Other non-current assets | 2,439 |
Total assets acquired | 66,748 |
Accounts payable and other accrued expenses | 3,741 |
Accrued wages and benefits | 4,075 |
Workers' compensation liability | 8,520 |
Total liabilities assumed | 16,336 |
Net identifiable assets acquired | 50,412 |
Goodwill (3) | 34,491 |
Total consideration allocated | $ | 84,903 |
(1) | The gross contractual amount of accounts receivable was $19.3 million of which $0.1 million was estimated to be uncollectible.
(2) | The preliminary valuation of customer relationships was increased by $0.6 million and contingent consideration decreased by $1.0 million as a result of our final valuation. The preliminary purchase price allocation for restricted cash was increased by $3.0 million for confirmation of cash held by third-party administrators for payment of workers' compensation claims.
(3) | Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of SIMOS. Goodwill is deductible for income tax purposes over 15 years as of December 1, 2015.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of December 1, 2015 (in thousands):
| Estimated Fair Value |  | Estimated Useful Lives in Years
Customer relationships | $ | 39,000 |  |  | 9.0
Trade name/trademarks | 800 |  |  | 3.0
Technologies | 100 |  |  | 2.0
Total acquired identifiable intangible assets | $ | 39,900 |  |  |

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- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472 + Details
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