DISCONTINUED OPERATIONS

9 Months Ended

Sep. 25, 2022

Discontinued Operations and Disposal Groups [Abstract]

On March 21, 2022, the Company sold substantially all of the assets and certain liabilities of InStaff to Sentech Engineering Services, Inc. (“Sentech”) for a sale price of approximately $30.3 million cash, subject to customary sales price and working capital adjustments specified in the purchase agreement, which were received in the amount of $0.6 million in Fiscal October 2022. The purchase agreement further provides for deferred consideration of $2.0 million one year following the date of the acquisition, which is included in Other current assets. The sale resulted in a gain on sale of discontinued operations of $17.3 million. The Company will provide certain back-office services to Sentech for a limited period of time.

The InStaff 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 financial results of InStaff are as follows (dollars in thousands):


	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Revenue	$	—	$	18,167	$	16,465	$	53,122
Cost of services	—		15,547		14,144		45,367
Gross profit	—		2,620		2,321		7,755
Selling expenses	—		1,435		1,062		4,355
Depreciation	—		21		24		69
Income from discontinued operations before taxes	$	—	$	1,164	$	1,235	$	3,331


	December 26, 2021
Carrying amount of assets included as part of discontinued operations:
Accounts receivable	$	7,198,104
Property and equipment, net	201,012
Deposits	35,784
Right-of-use assets - operating leases	303,660
Intangible assets, net	1,648,000
Goodwill	5,024,820
Total assets classified as discontinued operations	$	14,411,380

Carrying amount of liabilities included as part of discontinued operations:
Accrued payroll and expenses	$	1,129,448
Lease liability, current portion	132,608
Lease liability, less current portion	190,395
Total liabilities classified as discontinued operations	$	1,452,451