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SUBSEQUENT EVENT | 3 Months Ended
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Apr. 02, 2023
Subsequent Events [Abstract] |
Subsequent Event | SUBSEQUENT EVENTS Dividend On May 3, 2023, the Company's board of directors declared a cash dividend in the amount of $0.15 per share of common stock to be paid on May 22, 2023 to all shareholders of record as of the close of business on May 15, 2023. Arroyo Consulting On April 24, 2023, the Company acquired substantially all of the assets and assumed certain of the liabilities of Arroyo Consulting for an initial purchase price of $8.0 million cash, subject to customary price adjustments as specified in the acquisition agreement. The purchase includes $0.4 million which was held back until the later of (i) the working capital adjustment, if any, or (ii) the Company’s receipt of a tax clearance letter from Seller, and $0.9 million which was held back for a period of one year as security for any indemnification obligation of the Seller. The Purchase Agreement further provides for earn-out payments of up to an aggregate of $8.5 million, provided certain agreed upon performance targets are met over a two-year period following the acquisition date. At closing, $6.8 million of the closing price was paid out of currently available funds under the Company's credit agreement led by BMO. The acquired business was assigned to the Professional segment. The acquisition of Arroyo Consulting adds global delivery capabilities, expands the Company’s presence into Latin America and India, expands our recruitment and retention of IT talent, and brings strategic pricing flexibility. Arroyo Consulting is a nearshore/offshore workforce solutions firm that specializes in IT and software development with operations in the United States, Columbia, and India. As the transaction was recently completed, the initial accounting for the acquisition, including estimating the fair values of assets and liabilities acquired, has not been completed. Credit AgreementOn April 24, 2023, in connection with the acquisition of Arroyo Consulting, the Company entered into the Third Credit Amendment with BMO. The Third Credit Amendment revised language to permit an acquisition of a foreign entity under certain circumstances and modified the terms of permitted distributions and guarantors.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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