ACQUISITIONS (Tables)

9 Months Ended

Sep. 23, 2016

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table reflects our preliminary allocation of the purchase price (in thousands):



	Purchase Price Allocation
Cash purchase price, net of working capital adjustment	$	71,863

Purchase price allocated as follows:
Accounts receivable	$	12,272
Prepaid expenses, deposits and other current assets	281
Customer relationships (1)	34,900
Technologies	400
Total assets acquired	47,853

Accrued wages and benefits (1)	1,025
Other long-term liabilities (1)	456
Total liabilities assumed	1,481

Net identifiable assets acquired	46,372
Goodwill (2)	25,491
Total consideration allocated	$	71,863


(1)	The preliminary purchase price allocation was adjusted for changes resulting in a net reduction in goodwill of $0.5 million.


(2)	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

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	$	34,900	9.0
Technologies	400		3.0
Total acquired identifiable intangible assets	$	35,300

SIMOS Insourcing Solutions Corporation

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	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	39,000
Trade name/trademarks	800
Technologies	100
Restricted cash	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 (2)	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)	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

The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of December 1, 2015 (in thousands, except for estimated useful lives, in years):



	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