ACQUISITIONS (Tables)

12 Months Ended

Jan. 01, 2017

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
Cash purchase price, net of working capital adjustment (1)	$	72,476

Purchase price allocated as follows:
Accounts receivable	$	12,272
Prepaid expenses, deposits and other current assets (1)	894
Customer relationships	34,900
Technologies	400
Total assets acquired	48,466

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

Net identifiable assets acquired	46,985
Goodwill (2)	25,491
Total consideration allocated (1)	$	72,476


(1)	The final purchase price allocation was adjusted for the final working capital adjustment.


(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

Staffing Solutions Holdings, Inc. (Seaton)

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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



	Purchase Price Allocation
Accounts receivable (1)	$	94,571
Prepaid expenses, deposits and other current assets	7,111
Property and equipment	6,957
Other non-current assets	7,848
Restricted cash	1,227
Intangible assets	117,100
Total assets acquired	234,814

Accounts payable and other accrued expenses	28,916
Accrued wages and benefits	18,528
Workers' compensation claims reserve	26,433
Deferred tax liability	13,514
Other long-term liabilities	1,163
Total liabilities assumed	88,554

Net identifiable assets acquired	146,260
Goodwill (2)	159,616
Net assets acquired	$	305,876


(1)	The gross contractual amount of accounts receivable was $96.7 million of which $2.1 million was estimated to be uncollectible.


(2)	Goodwill is attributable to the acquired workforce, the expected synergies, and future cash flows after the acquisition of Seaton. Synergies consist primarily of increasing service capacity through acquiring workforce and facilities, increasing market share and economies of scale, increasing operational efficiency and expertise, and leveraging technology investments.

Finite-Lived and Indefinite-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 June 30, 2014 (in thousands, except for estimated useful lives, in years):



	Estimated Fair Value		Weighted Average Estimated Useful Lives in Years
Trade name/trademarks	$	10,500	Indefinite
Trade name/trademarks	300		4.0
Technologies	18,300		4.6
Customer relationships	88,000		9.7
Total intangible assets	$	117,100