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DISCONTINUED OPERATIONS
 12 Months Ended
Dec. 26, 2021
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
On February 28, 2022, the Company entered into an Asset Purchase Agreement (“APA”) with Sentech Engineering Services, Inc., (“Sentech”), and Job and Talent Holding Limited, the indirect parent of Sentech, solely as guarantor of certain obligations of Sentech, pursuant to which the Company would sell to Sentech substantially all of the assets pertaining to the Company’s Light Industrial segment (“InStaff”).

Under the APA, Sentech will (i) pay to the Company approximately $30.3 million at the closing of the transaction, (ii) subject to the terms and conditions of the APA, pay to the Company an additional $2 million on the first anniversary of the closing of the transaction, and (iii) assume certain liabilities and obligations of the Company pertaining to the Light Industrial segment. The APA further provides for customary purchase price adjustments, including a net working capital adjustment. Job and Talent Holding Limited has guaranteed certain of Sentech’s obligations under the APA.

The APA contains customary representations and warranties, covenants (including certain non-competition and non-solicitation covenants restricting the Company with respect to the light industrial staffing business), closing conditions, and indemnification provisions.

After the closing of the transaction, the Company will provide certain back-office services to Sentech for a limited period of time.

Discontinued operations – InStaff Operations

In accordance with ASC 205-10-05-3, the Light Industrial financial results for periods prior to the sale have been reflected in our Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows as discontinued operations. Additionally, the related assets and liabilities associated with the discontinued operations in the periods presented are classified as discontinued operations in our Consolidated Balance Sheets.

The following table presents the financial results of InStaff for the fiscal years presented (dollars in thousands):

Fiscal Year
202120202019
Revenue$71,292 $70,765 $74,549 
Cost of services60,948 60,585 63,694 
Gross profit10,344 10,180 10,855 
Selling expenses5,684 5,315 5,977 
Depreciation90 99 102 
Income from operations of discontinued operations before taxes4,570 4,766 4,776 
Income taxes(918)(1,253)(1,170)
Income from discontinued operations, net of income taxes$3,652 $3,513 $3,606 
The following table presents the aggregate carrying amounts of assets to be sold and liabilities to be assumed of discontinued operations for InStaff in the Consolidated Balance Sheet (dollars in thousands): 

December 26,
2021		December 27,
2020
Carrying amount of assets included as part of discontinued operations:
Accounts receivable$7,198 $8,663 
Property and equipment, net201 260 
Deposits36 36 
Right-of-use assets - operating leases303 459 
Intangible assets, net1,648 1,648 
Goodwill5,025 5,025 
Total assets classified as discontinued operations$14,411 $16,091 
Carrying amount of liabilities included as part of discontinued operations:
Accrued payroll and expenses$1,129 $1,073 
Lease liability, current portion133 166 
Lease liability, less current portion190 323 
Total liabilities classified as discontinued operations$1,452 $1,562