TRUEBLUE, INC., 10-Q filed on 7/25/2016
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 24, 2016
Jul. 11, 2016
Document and Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Jun. 24, 2016 
 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q2 
 
Trading Symbol
TBI 
 
Entity Registrant Name
TrueBlue, Inc. 
 
Entity Central Index Key
0000768899 
 
Current Fiscal Year End Date
--01-01 
 
Entity Well-Known Seasoned Issuer
No 
 
Entity Voluntary Filers
No 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
42,474,537 
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Current assets:
 
 
Cash and cash equivalents
$ 21,772 
$ 29,781 
Accounts receivable, net of allowance for doubtful accounts of $5,864 and $5,902
353,367 
461,476 
Prepaid expenses, deposits and other current assets
20,134 
23,553 
Income tax receivable
16,943 
28,155 
Total current assets
412,216 
542,965 
Property and equipment, net
60,315 
57,530 
Restricted cash and investments
204,354 
188,412 
Deferred income taxes, net
1,904 
Goodwill
225,228 
268,495 
Intangible assets, net
142,282 
153,859 
Other assets, net
51,458 
48,181 
Total assets
1,097,757 
1,259,442 
Current liabilities:
 
 
Accounts payable and other accrued expenses
72,101 
69,727 
Accrued wages and benefits
76,198 
86,070 
Current portion of workers' compensation claims reserve
66,216 
69,308 
Contingent consideration
19,300 
Other current liabilities
2,843 
2,871 
Total current liabilities
236,658 
227,976 
Workers’ compensation claims reserve, less current portion
207,902 
196,972 
Long-term debt, less current portion
148,078 
243,397 
Deferred income taxes, net
19,499 
Other long-term liabilities
19,470 
36,025 
Total liabilities
612,108 
723,869 
Commitments and contingencies
   
   
Shareholders’ equity:
 
 
Preferred stock, $0.131 par value, 20,000 shares authorized; No shares issued and outstanding
Common stock, no par value, 100,000 shares authorized; 42,461 and 42,024 shares issued and outstanding
Accumulated other comprehensive loss
(11,757)
(14,013)
Retained earnings
497,405 
549,585 
Total shareholders’ equity
485,649 
535,573 
Total liabilities and shareholders’ equity
$ 1,097,757 
$ 1,259,442 
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)
In Thousands, except Share data, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Allowance for doubtful accounts
$ 5,864 
$ 5,902 
Preferred stock, par value (in dollars per share)
$ 0.131 
$ 0.131 
Preferred stock, shares authorized
20,000,000 
20,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share)
$ 0 
$ 0 
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, shares issued
42,461,000 
42,024,000 
Common stock, shares outstanding
42,461,000 
42,024,000 
CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Revenue from services
$ 672,612 
$ 627,714 
$ 1,318,592 
$ 1,201,029 
Cost of services
502,688 
475,748 
998,156 
919,227 
Gross profit
169,924 
151,966 
320,436 
281,802 
Selling, general and administrative expenses
135,787 
117,859 
266,411 
229,452 
Depreciation and amortization
11,694 
10,397 
22,983 
20,917 
Goodwill and intangible asset impairment charge
99,269 
99,269 
Income (loss) from operations
(76,826)
23,710 
(68,227)
31,433 
Interest expense
(1,740)
(881)
(3,709)
(2,047)
Interest and other income
853 
679 
1,803 
1,311 
Interest and other expense, net
(887)
(202)
(1,906)
(736)
Income (loss) before tax expense
(77,713)
23,508 
(70,133)
30,697 
Income tax expense (benefit)
(13,978)
6,235 
(13,366)
7,708 
Net income (loss)
(63,735)
17,273 
(56,767)
22,989 
Net income (loss) per common share:
 
 
 
 
Basic (in dollars per share)
$ (1.53)
$ 0.42 
$ (1.36)
$ 0.56 
Diluted (in dollars per share)
$ (1.53)
$ 0.42 
$ (1.36)
$ 0.55 
Weighted average shares outstanding:
 
 
 
 
Basic (in shares)
41,688 
41,240 
41,595 
41,135 
Diluted (in shares)
41,688 
41,475 
41,595 
41,472 
Other comprehensive income (loss):
 
 
 
 
Total other comprehensive income (loss), net of tax
(221)
974 
2,256 
(271)
Comprehensive income (loss)
(63,956)
18,247 
(54,511)
22,718 
Foreign currency translation adjustment
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
Foreign currency translation adjustment, net of tax
(307)
587 
2,094 
(825)
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member]
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
Unrealized gain on investments, net of tax
$ 86 
$ 387 
$ 162 
$ 554 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Cash flows from operating activities:
 
 
Net income (loss)
$ (56,767)
$ 22,989 
Adjustments to reconcile net income (loss) to net cash from operating activities:
 
 
Depreciation and amortization
22,983 
20,917 
Goodwill and intangible asset impairment charge
99,269 
Provision for doubtful accounts
4,221 
3,976 
Stock-based compensation
6,042 
5,769 
Deferred income taxes
(21,404)
(1,537)
Accretion on contingent consideration
1,000 
Other operating activities
1,264 
678 
Changes in operating assets and liabilities:
 
 
Accounts receivable
116,112 
31,906 
Income tax receivable
11,238 
5,035 
Other assets
425 
1,474 
Accounts payable and other accrued expenses
754 
5,919 
Accrued wages and benefits
(10,897)
2,603 
Workers’ compensation claims reserve
7,838 
4,463 
Other liabilities
2,258 
2,506 
Net cash provided by operating activities
184,336 
106,698 
Cash flows from investing activities:
 
 
Capital expenditures
(11,430)
(7,459)
Acquisition of business
(71,863)
Sales and maturities of marketable securities
1,500 
Change in restricted cash and cash equivalents
(1,265)
8,227 
Purchases of restricted investments
(21,076)
(12,959)
Maturities of restricted investments
8,416 
7,504 
Net cash used in investing activities
(97,218)
(3,187)
Cash flows from financing activities:
 
 
Net proceeds from stock option exercises and employee stock purchase plans
840 
837 
Common stock repurchases for taxes upon vesting of restricted stock
(2,321)
(3,183)
Net change in revolving credit facility
(94,186)
(98,500)
Payments on debt and other liabilities
(1,133)
(1,133)
Other
25 
961 
Net cash used in financing activities
(96,775)
(101,018)
Effect of exchange rate changes on cash and cash equivalents
1,648 
(871)
Net change in cash and cash equivalents
(8,009)
1,622 
CASH AND CASH EQUIVALENTS, beginning of period
29,781 
19,666 
CASH AND CASH EQUIVALENTS, end of period
$ 21,772 
$ 21,288 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement preparation

The accompanying unaudited consolidated financial statements (“financial statements”) of TrueBlue, Inc. (the "Company," "TrueBlue", "we," "us," and "our") are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with GAAP have been condensed or omitted. The financial statements reflect all adjustments which, in the opinion of management, are necessary to fairly state the financial statements for the interim periods presented. We follow the same accounting policies for preparing both quarterly and annual financial statements.

These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2015. The results of operations for the twenty-six weeks ended June 24, 2016, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period.

Recently adopted accounting standards

Effective December 26, 2015, we early adopted the accounting standard that simplified the balance sheet disclosure of deferred income taxes retrospectively to all periods presented. This guidance requires deferred tax liabilities and assets to be classified as non-current in the Consolidated Balance Sheets. The guidance is effective for annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early adoption is permitted. The adoption of this standard did not have a material impact to our financial statements.

Recently issued accounting pronouncements not yet adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance on accounting for credit losses on financial instruments. This guidance sets forth a “current expected credit loss” model which requires measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This guidance is effective for fiscal years beginning after December 15, 2019 (Q1 2020 for TrueBlue) with early adoption permitted no sooner than Q1 2019. A modified retrospective approach is required for all investments, except debt securities for which an other-than-temporary impairment had been recognized prior to the effective date, which will require a prospective transition approach. We plan to adopt this guidance on the effective date and are currently assessing the impact of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued guidance to improve employee share-based payment accounting. The simplifications impact several aspects, including the income tax consequences, classification of awards as equity or liabilities, and classification within the statement of cash flows. This guidance is effective for annual and interim periods beginning after December 15, 2016 (Q1 2017 for TrueBlue), and early adoption is permitted. We plan to adopt the guidance on the effective date. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance on lease accounting. The new guidance will continue to classify leases as either finance or operating and will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet, with classification affecting the pattern of expense recognition in the statement of income. This guidance is effective for annual and interim periods beginning after December 15, 2018 (Q1 2019 for TrueBlue), and early adoption is permitted. A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. We plan to adopt the guidance on the effective date. We are currently evaluating the impact of this guidance on our consolidated financial statements and expect that a majority of our operating lease commitments will be recognized on our consolidated balance sheets as operating lease liabilities and right-of-use assets upon adoption. We do not expect the adoption of this guidance to have a material impact on the pattern of expense recognition in our consolidated statement of operations and comprehensive income (loss).

In January 2016, the FASB issued guidance on the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). Early adoption of the amendments in the guidance is not permitted, with limited exceptions, and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We plan to adopt the guidance on the effective date. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
 
In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The guidance provides two methods of initial adoption: retrospective for all periods presented, or through a cumulative adjustment in the year of adoption. In March 2016, the FASB issued additional guidance providing clarification on principal versus agent considerations included within the new revenue recognition guidance. The effective date is for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). We have not determined the impact this guidance will have on our financial statements or the transition method we will use to adopt the guidance. However, the implementation team has begun the assessment of our customer contracts. Other than increased disclosures, the impacts of the revised accounting guidance to the results of operations of the Company cannot be determined until our assessment process is complete.
ACQUISITIONS
Acquisitions
ACQUISITIONS

2016 Acquisition

We account for our business acquisitions using the purchase method of accounting in accordance with ASC 805, Business Combinations. The fair value of the net assets acquired and the results of the acquired business are included in the financial statements from the acquisition date forward. We are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, useful lives of property and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the identified fair value of the assets and liabilities acquired is recognized as goodwill. All acquisition related costs are expensed as incurred and recorded in operating expenses. We estimate the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change between the preliminary allocation and the final allocation. Any changes to these estimates may have a material impact on our operating results or financial condition.

Effective January 4, 2016, we acquired certain assets and assumed certain liabilities of the recruitment process outsourcing ("RPO") business of Aon Hewitt for a cash purchase price of $71.9 million, net of the preliminary working capital adjustment. We amended our existing credit facility to temporarily increase the borrowing capacity by $30.0 million, which was used to fund the acquisition. The RPO business of Aon Hewitt broadens our PeopleScout RPO services and has been substantially integrated into our PeopleScout service line, which is part of our Managed Services reportable segment.

We incurred acquisition and integration-related costs of $3.2 million in connection with the acquisition of the RPO business of Aon Hewitt, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) and cash flows from operating activities in the Consolidated Statements of Cash Flows for the twenty-six weeks ended June 24, 2016.

The purchase price allocation for this acquisition is preliminary. We are still finalizing our working capital adjustment with the sellers and expect to finalize our purchase accounting during the third quarter of fiscal 2016.

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.

Intangibles assets include identifiable intangible assets for customer relationships and developed technologies. We estimated the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach for customer relationships and the cost approach for developed technologies. No residual value is estimated for any of the intangible assets.

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

 
 


The acquired assets and liabilities assumed of the RPO business of Aon Hewitt are included in our Consolidated Balance Sheets as of June 24, 2016, and the results of its operations and cash flows are reported in our Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Cash Flows for the period from January 4, 2016 to June 24, 2016.

The amount of revenue from the RPO business of Aon Hewitt included in our Consolidated Statements of Operations and Comprehensive Income (Loss) was $33.5 million for the period from the acquisition date to June 24, 2016. The acquired operations has been substantially integrated with our existing PeopleScout operations. The nature of the customers and the services provided by PeopleScout and the former RPO business of Aon Hewitt are now the same. We competed in the marketplace for the same customers, candidates, and recruiters. Accordingly, subsequent to merging our operations, it is not possible to segregate and to reasonably estimate the operating expenses related exclusively to the former RPO business of Aon Hewitt.

The acquisition of the RPO business of Aon Hewitt was not material to our consolidated results of operations and as such, pro forma financial information was not required.

2015 Acquisition

Effective December 1, 2015, we acquired SIMOS Insourcing Solutions Corporation ("SIMOS"), an Atlanta-based provider of on-premise workforce management solutions for a cash purchase price of $66.6 million, net of the final working capital adjustment, which was funded by our existing credit facility. An additional cash payment between zero and $22.5 million of contingent consideration is payable in mid-2017, depending on SIMOS achieving a fiscal 2016 earnings before interest, taxes, depreciation and amortization target ("EBITDA target"). Actual results must be in excess of 87.5% of the EBITDA target before any amounts are earned. The final undiscounted fair value of the contingent consideration as of the acquisition date was determined to be $21.1 million. Using a risk adjusted weighted average cost of capital of 10.0%, the present value of the contingent consideration was estimated to be $18.3 million, as of the acquisition date. The contingent consideration liability was based on a probability weighted fair value measurement using unobservable inputs (Level 3) which rely on management's estimates of assumptions that market participants would use in pricing the liability. The valuation is judgmental in nature and involves the use of significant estimates and assumptions in forecasting fiscal 2016 results. SIMOS broadens our Staff Management on-premise contingent staffing solution, which is part of our Staffing Services reportable segment.

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.

Intangible assets include identifiable intangible assets for customer relationships, trade name/trademarks, and developed technologies. We estimated the fair value of the acquired identifiable intangible assets, which are subject to amortization, using the income approach for customer relationships and trade name/trademarks, and the cost approach for developed technologies. 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

 
 
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our assets and liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
 
June 24, 2016
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents (1)
$
21,772

 
$
21,772

 
$

 
$

Restricted cash and cash equivalents (1)
51,643

 
51,643

 

 

Other restricted assets (2)
14,320

 
14,320

 

 

Restricted investments classified as held-to-maturity
142,553

 

 
142,553

 

 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration (3)
19,300

 

 

 
19,300

 
December 25, 2015
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents (1)
$
29,781

 
$
29,781

 
$

 
$

Restricted cash and cash equivalents (1)
49,680

 
49,680

 

 

Other restricted assets (2)
11,944

 
11,944

 

 

Restricted investments classified as held to maturity
128,245

 

 
128,245

 

 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration (3)
19,300

 

 

 
19,300


(1)
Cash equivalents and restricted cash equivalents consist of money market funds, deposits, and investments with original maturities of three months or less.
(2)
Other restricted assets primarily consist of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.
(3)
The estimated fair value of the contingent consideration associated with the acquisition of SIMOS, which was estimated using a probability-adjusted discounted cash flow model. Refer to Note 2: Acquisitions for further details regarding the SIMOS acquisition.

The following table presents the change in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the twenty-six weeks ended June 24, 2016, as follows (in thousands):
Fair value measurement at beginning of period
 
$
19,300

Contingent consideration liability adjustment recorded for final purchase price valuation
 
(1,000
)
Accretion on contingent consideration
 
1,000

Fair value measurement at end of period
 
$
19,300


Our estimated liability for contingent consideration represents potential payments of additional consideration for the acquisition of SIMOS, which is payable in June 2017 if certain defined performance goals are achieved by the end of December 2016. Changes in the fair value of the contingent consideration are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) within Selling, general and administrative expenses. Amortization of the present value discount is recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) within Interest expense. As of June 24, 2016, the contingent consideration liability was payable within one year and therefore classified as current on the accompanying Consolidated Balance Sheets. As of December 25, 2015, the contingent consideration liability was included in Other long-term liabilities.

There were no material transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the twenty-six weeks ended June 24, 2016 or June 26, 2015.

Assets Measured at Fair Value on a Nonrecurring Basis

We measure certain non-financial assets on a non-recurring basis, including goodwill and certain intangible assets. As a result of those measurements, we recognized impairment charges as follows (in thousands):
 
June 24, 2016
 
 
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Impairment Loss
Goodwill
$
42,629

 
$

 
$

 
$
42,629

 
$
(65,869
)
Customer relationships
11,100

 

 

 
11,100

 
(28,900
)
Trade names/trademarks
3,600

 

 

 
3,600

 
(4,500
)
Total
 
 
 
 
 
 
 
 
$
(99,269
)


Goodwill, finite-lived customer relationships intangible assets, and indefinite-lived trade names/trademarks intangible assets with a total carrying value of $156.6 million were written down to their fair value of $57.3 million, resulting in an impairment charge of $99.3 million, which was recorded in earnings for the thirteen weeks ended June 24, 2016. Refer to Note 6: Goodwill and Intangible Assets for additional details on the impairment charges and valuation methodologies.
RESTRICTED CASH AND INVESTMENTS
RESTRICTED CASH AND INVESTMENTS
RESTRICTED CASH AND INVESTMENTS

Restricted cash and investments consist principally of collateral that has been provided or pledged to insurance carriers for workers' compensation and state workers' compensation programs. Our insurance carriers and certain state workers' compensation programs require us to collateralize a portion of our workers' compensation obligation. The collateral typically takes the form of cash and cash equivalents and highly rated investment grade securities, primarily in municipal debt securities, corporate debt securities, and asset-backed securities. The majority of our collateral obligations are held in a trust at the Bank of New York Mellon ("Trust"). Our investments have not resulted in any other-than-temporary impairments.
The following is a summary of our restricted cash and investments (in thousands):
 
June 24,
2016
 
December 25,
2015
Cash collateral held by insurance carriers
$
26,438

 
$
23,634

Cash and cash equivalents held in Trust
25,205

 
26,046

Investments held in Trust
138,391

 
126,788

Other (1)
14,320

 
11,944

Total restricted cash and investments
$
204,354

 
$
188,412


(1)
Primarily consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.
The following tables present fair value disclosures for our held-to-maturity investments, which are carried at amortized cost (in thousands):
 
June 24, 2016
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Municipal debt securities
$
65,231

 
$
2,587

 
$

 
$
67,818

Corporate debt securities
66,007

 
1,461

 
(2
)
 
67,466

Agency mortgage-backed securities
7,153

 
117

 
(1
)
 
7,269

 
$
138,391

 
$
4,165

 
$
(3
)
 
$
142,553

 
December 25, 2015
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Municipal debt securities
$
67,948

 
$
1,345

 
$
(4
)
 
$
69,289

Corporate debt securities
50,462

 
226

 
(152
)
 
50,536

Agency mortgage-backed securities
8,378

 
73

 
(31
)
 
8,420

 
$
126,788

 
$
1,644

 
$
(187
)
 
$
128,245


The amortized cost and fair value by contractual maturity of our held-to-maturity investments are as follows (in thousands):
 
June 24, 2016
 
Amortized Cost
 
Fair Value
Due in one year or less
$
16,580

 
$
16,649

Due after one year through five years
68,592

 
69,916

Due after five years through ten years
53,219

 
55,988

 
$
138,391

 
$
142,553


Actual maturities may differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without penalty. We have no significant concentrations of counterparties in our held-to-maturity investment portfolio.
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost and consist of the following (in thousands):
 
June 24,
2016
 
December 25,
2015
Buildings and land
$
33,234

 
$
32,258

Computers and software
129,321

 
126,003

Furniture and equipment
12,102

 
12,362

Construction in progress
12,742

 
4,757

Gross property and equipment
187,399

 
175,380

Less accumulated depreciation
(127,084
)
 
(117,850
)
Property and equipment, net
$
60,315

 
$
57,530


Capitalized software costs, net of accumulated depreciation, were $19.2 million and $24.6 million as of June 24, 2016 and December 25, 2015, respectively, excluding amounts in Construction in progress. Construction in progress consists primarily of purchased and internally-developed software.

Depreciation expense of property and equipment totaled $5.0 million and $5.8 million for the thirteen weeks ended June 24, 2016 and June 26, 2015, respectively. Depreciation expense of property and equipment totaled $10.1 million and $11.2 million for the twenty-six weeks ended June 24, 2016 and June 26, 2015, respectively.
GOODWILL AND INTANGIBLE ASSETS
Goodwill and Intangible Assets
GOODWILL AND INTANGIBLE ASSETS
Goodwill

The following table reflects goodwill at June 24, 2016 and December 25, 2015 (in thousands):
 
Staffing Services
 
Managed Services
 
Total Company
Balance at December 25, 2015
 
 
 
 
 
Goodwill before impairment
$
210,281

 
$
104,424

 
$
314,705

Accumulated impairment loss
(46,210
)
 

 
(46,210
)
Goodwill, net
164,071

 
104,424

 
268,495

 
 
 
 
 
 
Acquired goodwill and other (1)
(3,831
)
 
25,491

 
21,660

Impairment loss
(50,700
)
 
(15,169
)
 
(65,869
)
Foreign currency translation

 
942

 
942

 
 
 
 
 
 
Balance at June 24, 2016
 
 
 
 
 
Goodwill before impairment
206,450

 
130,857

 
337,307

Accumulated impairment loss
(96,910
)
 
(15,169
)
 
(112,079
)
Goodwill, net
$
109,540

 
$
115,688

 
$
225,228



(1) Effective January 4, 2016, we acquired the RPO business of Aon Hewitt, which has been substantially integrated into our PeopleScout service line, and is part of our Managed Services reportable segment. Accordingly, the goodwill associated with the acquisition has been assigned to our Managed Services reportable segment based on our preliminary purchase price allocation. For additional information see Note 2: Acquisitions. Effective December 1, 2015, we acquired SIMOS, which is part of our Staffing Services reportable segment. The amount presented includes year-to-date adjustments to the preliminary SIMOS purchase accounting for goodwill.

Intangible assets

The following table presents our purchased finite-lived intangible assets (in thousands):
 
June 24, 2016
 
December 25, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Finite-lived intangible assets (1):
 
 
 
 
 
 
 
 
 
 
 
Customer relationships (2)
$
166,983

 
$
(46,499
)
 
$
120,484

 
$
161,376

 
$
(36,846
)
 
$
124,530

Trade names/trademarks
10,859

 
(4,841
)
 
6,018

 
5,179

 
(3,447
)
 
1,732

Non-compete agreements
1,800

 
(1,357
)
 
443

 
1,800

 
(1,177
)
 
623

Technologies
17,209

 
(7,872
)
 
9,337

 
17,310

 
(6,536
)
 
10,774

Total finite-lived intangible assets
$
196,851

 
$
(60,569
)
 
$
136,282

 
$
185,665

 
$
(48,006
)
 
$
137,659


(1)
Excludes assets that are fully amortized.
(2)
Balance at June 24, 2016, is net of impairment loss of $28.9 million.

Finite-lived intangible assets include customer relationships and technologies of $34.9 million and $0.4 million, respectively, based on our preliminary purchase price allocation relating to our acquisition of the RPO business of Aon Hewitt. Refer to Note 2: Acquisitions, for additional information regarding this acquisition.

Amortization expense of our finite-lived intangible assets was $6.7 million and $12.8 million for the thirteen and twenty-six weeks ended June 24, 2016, respectively, and $4.6 million and $9.7 million for the thirteen and twenty-six weeks ended June 26, 2015, respectively.
The following table provides the estimated future amortization of finite-lived intangible assets as of June 24, 2016 (in thousands):
Remainder of 2016
$
12,454

2016
23,150

2017
21,792

2018
17,363

2019
15,687

Thereafter
45,836

Total future amortization
$
136,282


We also held indefinite-lived trade names/trademarks of $6.0 million and $16.2 million as of June 24, 2016 and December 25, 2015, respectively. The balance at June 24, 2016 is net of an impairment charge of $4.5 million. In addition, due to a realignment of our branch network, we began amortizing $5.7 million of previously indefinite-lived trade names over their current estimated useful lives of three years, which commenced as of December 26, 2015.

Impairment

We evaluate goodwill annually for impairment at the reporting unit level and whenever circumstances occur indicating that goodwill might be impaired. These events or circumstances could include a significant change in the business climate, operating performance indicators, competition, loss of customers, or sale or disposition of a significant portion of a reporting unit. We monitor the existence of potential impairment indicators throughout the fiscal year.
The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. We consider our service lines: Labor Ready, Spartan Staffing, CLP Resources, PlaneTechs, Centerline, Staff Management | SMX, SIMOS, PeopleScout, hrX, and MSP to be our reporting units for goodwill. Fair value reflects the price that a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure the possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. The fair value of each reporting unit was estimated using a combination of a discounted cash flow methodology and the market valuation approach using publicly traded company multiples in similar businesses. This analysis required significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test was risk-adjusted to reflect the specific risk profile of the reporting units and ranged from 12% to 17%. The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of common stock on the date of valuation, while considering a reasonable control premium.

We performed our annual goodwill impairment analysis as of the first day of our fiscal second quarter and recorded a goodwill impairment charge of $65.9 million with respect to the Staff Management | SMX, PlaneTechs, and hrX reporting units as follows:

Staff Management | SMX (Exclusive recruitment and on-premise management of a facility's contingent industrial workforce) - In April 2016, we were notified by Amazon and reported their plans to reduce the use of contingent labor and realign their contingent labor vendors for warehousing. They are reducing the use of our services for their warehouse fulfillment centers in the United States and focus our services on their planned expansion of distribution service sites to a national network for delivery direct to the customer. Amazon is our largest customer and represented approximately $354 million, or 13.1%, of total company revenues for the fiscal year ended December 25, 2015, and $106 million, or 8.0%, of total company revenues for the twenty-six weeks ended June 24, 2016, and $125 million, or 10.4%, for the comparable period in the prior year. We estimate that the change in scope of our services will decrease revenues for the remainder of 2016 by approximately $125 million, compared to the prior year. We have lowered our future expectations, which triggered a goodwill impairment of $33.7 million.

PlaneTechs (Skilled mechanics and technicians to the aviation and transportation industries) - Year-to-date revenues have declined in excess of 30% compared to the prior year as significant projects have been completed for a major aviation customer and their supply chain. There currently are no significant projects in the pipeline. PlaneTechs has been diversifying from providing services to one primary customer without offsetting growth in the broader aviation and transportation marketplace. As a result of significantly underperforming against current year expectations and increased future uncertainty, we have lowered our future expectations, which triggered a goodwill impairment of $17.0 million.

hrX - (Outsourced recruitment of permanent employees on behalf of clients) - Sales of this service line include our internally developed applicant tracking software (“ATS”). Actual stand alone ATS sales and service were $3.4 million for fiscal 2015 and have recently declined. ATS sales and prospects have underperformed against our expectations. As a result of underperforming against our current year expectations and increased future uncertainty in customer demand, we lowered our future expectations, which triggered a goodwill impairment of $15.2 million.

We generally record acquired intangible assets that have finite useful lives, such as customer relationships, in connection with business combinations. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. Factors considered important that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or planned operating results or significant changes in business strategies. We estimate the recoverability of these assets by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value based on discounted cash flow analysis or other valuation techniques. With the change in scope of services by Staff Management | SMX to our largest customer, we have lowered our future expectations, which was the primary trigger of an impairment to our acquired customer relationships intangible asset of $28.9 million. Considerable management judgment was necessary to determine key assumptions, including projected revenue and an appropriate discount rate of 13%. Actual future results could vary from our estimates.

We have indefinite-lived intangible assets related to our Staff Management | SMX and PeopleScout trade names. We test our trade names/trademarks annually for impairment and when indications of potential impairment exist. We utilize the relief from royalty method to determine the fair value of each of our trade names. If the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess. We used a royalty rate of 10% and a discount rate of 17% in our valuation. Considerable management judgment is necessary to determine key assumptions, including projected revenue, royalty rates, and appropriate discount rates. With the change in scope of services to our largest customer, we have lowered our future expectations, which was the primary trigger of an impairment to the acquired trade name of Staff Management | SMX of $4.5 million.
WORKERS' COMPENSATION INSURANCE AND RESERVES
WORKERS' COMPENSATION INSURANCE AND RESERVES
WORKERS’ COMPENSATION INSURANCE AND RESERVES

We provide workers’ compensation insurance for our temporary and permanent employees. The majority of our current workers’ compensation insurance policies cover claims for a particular event above a $2.0 million deductible limit, on a “per occurrence” basis. This results in our being substantially self-insured.
For workers’ compensation claims originating in Washington, North Dakota, Ohio, Wyoming, Canada, and Puerto Rico (our “monopolistic jurisdictions”), we pay workers’ compensation insurance premiums and obtain full coverage under government-administered programs (with the exception of our Labor Ready service line in the state of Ohio where we have a self-insured policy). Accordingly, because we are not the primary obligor, our financial statements do not reflect the liability for workers’ compensation claims in these monopolistic jurisdictions. Our workers’ compensation reserve is established using estimates of the future cost of claims and related expenses that have been reported but not settled, as well as those that have been incurred but not reported.
Our workers’ compensation reserve for claims below the deductible limit is discounted to its estimated net present value using discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. The weighted average discount rate was 1.8% at June 24, 2016 and December 25, 2015. Payments made against self-insured claims are made over a weighted average period of approximately 5 years at June 24, 2016.
The table below presents a reconciliation of the undiscounted workers’ compensation claims reserve to the discounted workers' compensation reserve for the periods presented as follows (in thousands):
 
June 24,
2016
 
December 25,
2015
Undiscounted workers’ compensation reserve
$
292,742

 
$
284,306

Less discount on workers' compensation reserve
18,624

 
18,026

Workers' compensation reserve, net of discount
274,118

 
266,280

Less current portion
66,216

 
69,308

Long-term portion
$
207,902

 
$
196,972


Payments made against self-insured claims were $37.2 million and $34.4 million for the twenty-six weeks ended June 24, 2016 and June 26, 2015, respectively.
Our workers’ compensation reserve includes estimated expenses related to claims above our self-insured limits (“excess claims”), and we record a corresponding receivable for the insurance coverage on excess claims based on the contractual policy agreements we have with insurance carriers. We discount this reserve and corresponding receivable to its estimated net present value using the discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. The claim payments are made and the corresponding reimbursements from our insurance carriers are received over an estimated weighted average period of approximately 16 years. The discounted workers’ compensation reserve for excess claims was $53.3 million and $49.0 million as of June 24, 2016 and December 25, 2015, respectively. The discounted receivables from insurance companies, net of valuation allowance, were $49.2 million and $45.2 million as of June 24, 2016 and December 25, 2015, respectively, and are included in Other assets, net on the accompanying Consolidated Balance Sheets.
Management evaluates the adequacy of the workers’ compensation reserves in conjunction with an independent quarterly actuarial assessment. Factors considered in establishing and adjusting these reserves include, among other things:
changes in medical and time loss (“indemnity”) costs;
changes in mix between medical only and indemnity claims;
regulatory and legislative developments impacting benefits and settlement requirements;
type and location of work performed;
impact of safety initiatives; and
positive or adverse development of claims.
Workers’ compensation expense consists primarily of changes in self-insurance reserves net of changes in discount, monopolistic jurisdictions’ premiums, insurance premiums, and other miscellaneous expenses. Workers’ compensation expense of $24.6 million and $22.9 million was recorded in Cost of services for the thirteen weeks ended June 24, 2016 and June 26, 2015, respectively. Workers’ compensation expense of $48.7 million and $44.4 million was recorded in Cost of services for the twenty-six weeks ended June 24, 2016 and June 26, 2015, respectively.
LONG-TERM DEBT
Long-term Debt
LONG-TERM DEBT

The components of our borrowings were as follows (in thousands):
 
 
June 24,
2016
 
December 25,
2015
Revolving Credit Facility
 
$
123,900

 
$
218,086

Term Loan
 
26,445

 
27,578

Total debt
 
150,345

 
245,664

Less current portion
 
2,267

 
2,267

Long-term debt, less current portion
 
$
148,078

 
$
243,397



Revolving credit facility

Effective June 30, 2014, we entered into a Second Amended and Restated Revolving Credit Agreement for a secured revolving credit facility of $300.0 million with Bank of America, N.A., Wells Fargo Bank, National Association, HSBC and PNC Capital Markets LLC ("Revolving Credit Facility") in connection with our acquisition of Seaton. The Revolving Credit Facility, which matures June 30, 2019, amended and restated our previous credit facility, and replaced the Seaton credit facility.

The maximum amount we can borrow under the Revolving Credit Facility is subject to certain borrowing limits. Specifically, we are limited to the sum of 90% of our eligible billed accounts receivable, plus 85% of our eligible unbilled accounts receivable limited to 15% of all our eligible receivables, plus the value of our Tacoma headquarters office building. The real estate lending limit is $17.4 million, and is reduced quarterly by $0.4 million. As of June 24, 2016, the Tacoma headquarters office building liquidation value totaled $14.4 million. The borrowing limit is further reduced by the sum of a reserve in an amount equal to the payroll and payroll taxes for our temporary employees for one payroll cycle and certain other reserves, if deemed applicable. Each borrowing has a stated maturity of 90 days or less. At June 24, 2016, $254.8 million was available under the Revolving Credit Facility, $123.9 million was utilized as a draw on the facility, and $4.8 million was utilized by outstanding standby letters of credit, leaving $126.0 million available for additional borrowings. The letters of credit are primarily used to collateralize a portion of our workers' compensation obligation.

On January 4, 2016, in connection with the acquisition of the RPO business of Aon Hewitt, we entered into a Third Amendment to our Second Amended and Restated Credit Agreement ("Amendment") dated June 30, 2014. The Amendment provided for a temporary $30.0 million increase to our existing $300.0 million revolving line of credit, for a total of $330.0 million. The temporary increase expired in $10.0 million increments on April 1, May 1, and June 1 of 2016.

The Amendment also reduced the minimum excess liquidity requirement from $37.5 million to $10.0 million, which increased to $19.3 million, $28.6 million, and $37.5 million on April 1, May 1, and June 1 of 2016, respectively. Excess liquidity is an amount equal to the unused borrowing capacity under the Revolving Credit Facility plus certain unrestricted cash, cash equivalents, and marketable securities. We are required to satisfy a fixed charge coverage ratio in the event we do not meet the excess liquidity requirement. The additional amount available to borrow at June 24, 2016 was $126.0 million and the amount of cash and cash equivalents under control agreements was $22.1 million, for a total of $148.1 million, which was well in excess of the $37.5 million liquidity requirement in effect on June 24, 2016. We are currently in compliance with all covenants related to the Revolving Credit Facility.

Under the terms of the Revolving Credit Facility, we pay a variable rate of interest on funds borrowed that is based on London Interbank Offered Rate (LIBOR) plus an applicable spread between 1.25% and 2.00%. Alternatively, at our option, we may pay interest based upon a base rate plus an applicable spread between 0.25% and 1.00%. The applicable spread is determined by certain liquidity to debt ratios. The base rate is the greater of the prime rate (as announced by Bank of America), the federal funds rate plus 0.50%, or the one-month LIBOR rate plus 1.00%. At June 24, 2016, the applicable spread on LIBOR was 1.75% and the applicable spread on the base rate was 0.5%. As of June 24, 2016, the weighted average interest rate on outstanding borrowings was 2.25%.

A fee of 0.375% is applied against the Revolving Credit Facility's unused borrowing capacity when utilization is less than 25%, or 0.25% when utilization is greater than or equal to 25%. Letters of credit are priced at the margin in effect for LIBOR loans, plus a fronting fee of 0.125%.

Obligations under the Revolving Credit Facility are guaranteed by TrueBlue and material U.S. domestic subsidiaries, and are secured by a pledge of substantially all of the assets of TrueBlue and material U.S. domestic subsidiaries. The Revolving Credit Facility has variable rate interest and approximates fair value as of June 24, 2016 and December 25, 2015.
Term loan agreement
On February 4, 2013, we entered into an unsecured Term Loan Agreement (“Term Loan”) with Synovus Bank in the principal amount of $34.0 million. The Term Loan has a five-year maturity with fixed monthly principal payments, which total $2.3 million annually based on a loan amortization term of 15 years. Interest accrues at the one-month LIBOR index rate plus an applicable spread of 1.50%, which is paid in addition to the principal payments. At our discretion, we may elect to extend the term of the Term Loan by five consecutive one-year extensions. At June 24, 2016, the interest rate for the Term Loan was 1.96%.
At June 24, 2016 and December 25, 2015, the remaining balance of the Term Loan was $26.4 million and $27.6 million, respectively, of which $2.3 million is current and is included in Other current liabilities on our Consolidated Balance Sheets. The Term Loan has variable rate interest and approximates fair value as of June 24, 2016 and December 25, 2015.
Our obligations under the Term Loan may be accelerated upon the occurrence of an event of default under the Term Loan, which includes customary events of default, as well as cross-defaults related to indebtedness under our Revolving Credit Facility and other Term Loan specific defaults. The Term Loan contains customary negative covenants applicable to the Company and our subsidiaries such as indebtedness, certain dispositions of property, the imposition of restrictions on payments under the Term Loan, and other Term Loan specific covenants. We are currently in compliance with all covenants related to the Term Loan.
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

Workers’ compensation commitments
Our insurance carriers and certain state workers’ compensation programs require us to collateralize a portion of our workers’ compensation obligation, for which they become responsible should we become insolvent. The collateral typically takes the form of cash and cash equivalents, highly rated investment grade debt securities, letters of credit, and/or surety bonds. On a regular basis these entities assess the amount of collateral they will require from us relative to our workers' compensation obligation. The majority of our collateral obligations are held in the Trust.
We have provided our insurance carriers and certain states with commitments in the form and amounts listed below (in thousands):
 
June 24,
2016
 
December 25,
2015
Cash collateral held by workers' compensation insurance carriers
$
25,938

 
$
23,133

Cash and cash equivalents held in Trust
25,205

 
26,046

Investments held in Trust
138,391

 
126,788

Letters of credit (1)
4,520

 
4,520

Surety bonds (2)
17,992

 
17,946

Total collateral commitments
$
212,046

 
$
198,433



(1)
We have agreements with certain financial institutions to issue letters of credit as collateral.
(2)
Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which are determined by each independent surety carrier. These fees do not exceed 2.0% of the bond amount, subject to a minimum charge. The terms of these bonds are subject to review and renewal every one to four years and most bonds can be canceled by the sureties with as little as 60 days' notice.
Legal contingencies and developments
We are involved in various proceedings arising in the normal course of conducting business. We believe the liabilities included in our financial statements reflect the probable loss that can be reasonably estimated. The resolution of those proceedings is not expected to have a material effect on our results of operations or financial condition.
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION

We record stock-based compensation expense for restricted and unrestricted stock awards, performance share units, and shares purchased under an employee stock purchase plan.
Our 2016 Omnibus Incentive Plan, effective May 11, 2016 (“Incentive Plan), provides for the issuance or delivery of up to 1.54 million shares of our common stock over the full term of the Incentive Plan.

Restricted and unrestricted stock awards and performance share units
Under the Incentive Plan, restricted stock awards are granted to executive officers and key employees and vest annually over three or four years. Unrestricted stock awards granted to our Board of Directors vest immediately. Restricted and unrestricted stock-based compensation expense is calculated based on the grant-date market value. We recognize compensation expense on a straight-line basis over the vesting period, net of estimated forfeitures.
Performance share units have been granted to executive officers and certain key employees. Vesting of the performance share units is contingent upon the achievement of revenue and profitability growth goals at the end of each three-year performance period. Each performance share unit is equivalent to one share of common stock. Compensation expense is calculated based on the grant-date market value of our stock and is recognized ratably over the performance period for the performance share units which are expected to vest. Our estimate of the performance units expected to vest is reviewed and adjusted as appropriate each quarter.

Restricted and unrestricted stock awards and performance share units activity for the twenty-six weeks ended June 24, 2016, was as follows (shares in thousands):
 
Shares
 
Weighted- average grant-date price
Non-vested at beginning of period
1,218

 
$
22.63

Granted
540

 
$
21.63

Vested
(415
)
 
$
20.04

Forfeited
(47
)
 
$
19.90

Non-vested at the end of the period
1,296

 
$
23.04


As of June 24, 2016, total unrecognized stock-based compensation expense related to non-vested restricted stock was approximately $13.3 million, which is estimated to be recognized over a weighted average period of 1.77 years. As of June 24, 2016, total unrecognized stock-based compensation expense related to performance share units was approximately $4.6 million, which is estimated to be recognized over a weighted average period of 1.85 years.
Employee stock purchase plan

Our Employee Stock Purchase Plan (“ESPP”) reserves for purchase 1.0 million shares of common stock. The plan allows eligible employees to contribute up to 10% of their earnings toward the monthly purchase of the Company's common stock. The employee's purchase price is 85% of the lesser of the fair market value of shares on either the first day or the last day of each month. We consider our ESPP to be a component of our stock-based compensation and accordingly we recognize compensation expense over the requisite service period for stock purchases made under the plan. The requisite service period begins on the enrollment date and ends on the purchase date, the duration of which is one month.

During the twenty-six weeks ended June 24, 2016 and June 26, 2015, participants purchased approximately 45,000 and 34,000 shares from the plan, for cash proceeds of $0.8 million and $0.7 million, respectively.
Stock-based compensation expense
Total stock-based compensation expense, which is included in Selling, general and administrative expenses on our Consolidated Statements of Operations and Comprehensive Income (Loss), was $2.9 million and $2.4 million for the thirteen weeks ended June 24, 2016 and June 26, 2015, respectively, and $6.0 million and $5.8 million for the twenty-six weeks ended June 24, 2016 and June 26, 2015, respectively.
DEFINED CONTRIBUTION PLANS
DEFINED CONTRIBUTION PLANS
DEFINED CONTRIBUTION PLANS

We offer both qualified and non-qualified defined contribution plans to eligible employees. Participating employees may elect to defer and contribute a portion of their eligible compensation. The plans offer discretionary matching contributions. The liability for the non-qualified plans was $14.5 million and $12.9 million as of June 24, 2016 and December 25, 2015, respectively. The current and non-current portion of the deferred compensation liability is included in Other current liabilities and Other long-term liabilities, respectively, on our Consolidated Balance Sheets, and is largely offset by restricted investments recorded in Restricted cash and investments on our Consolidated Balance Sheets.
INCOME TAXES
INCOME TAXES
INCOME TAXES

Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, tax credits, audit developments, changes in law, regulations and administrative practices, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items, tax credits, and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. Except as required under U.S. tax law, we do not provide for U.S. taxes on undistributed earnings of our foreign subsidiaries since we consider those earnings to be permanently invested outside of the U.S.

Our effective tax rate for the twenty-six weeks ended June 24, 2016 was 19.1%. The principal difference between the statutory federal income tax rate of 35.0% and our effective income tax rate of 19.1% results from non-deductible goodwill impairment and the estimated 2016 federal Work Opportunity Tax Credit ("WOTC"). In December of 2015, WOTC was restored through 2019 as a result of the Protecting Americans from Tax Hikes Act of 2015. We recognized $2.3 million of discrete tax benefits from prior year WOTC. We also recognized $17.7 million of discrete tax detriment from non-deductible goodwill impairment. Other differences between the statutory federal income tax rate of 35.0% and our effective tax rate of 19.1% result from state and foreign income taxes and certain non-deductible expenses.

Our effective tax rate on earnings for the twenty-six weeks ended June 26, 2015, was 25.1%. The principal difference between the statutory federal income tax rate of 35.0% and our effective income tax rate of 25.1% results from estimated WOTC earned in 2015 from 2014 hires. WOTC had expired for 2015 hires. We also recognized $3.7 million of discrete tax benefits from prior year WOTC and California Enterprise Zone tax credits. Other differences between the statutory federal income tax rate of 35.0% result from state and foreign income taxes and certain non-deductible expenses.
As of June 24, 2016 and December 25, 2015, we had gross unrecognized tax benefits of $2.2 million and $2.2 million, respectively, recorded in accordance with current accounting guidance on uncertain tax positions.
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE

Diluted common shares were calculated as follows (in thousands, except per share amounts):
 
Thirteen weeks ended
 
Twenty-six weeks ended
 
June 24, 2016

June 26, 2015
 
June 24,
2016
 
June 26,
2015
Net income (loss)
$
(63,735
)
 
$
17,273

 
$
(56,767
)
 
$
22,989

 
 
 
 
 
 
 
 
Weighted average number of common shares used in basic net income (loss) per common share
41,688

 
41,240

 
41,595

 
41,135

Dilutive effect of non-vested restricted stock

 
235

 

 
337

Weighted average number of common shares used in diluted net income (loss) per common share
41,688

 
41,475

 
41,595

 
41,472

Net income (loss) per common share:
 
 
 
 
 
 
 
Basic
$
(1.53
)
 
$
0.42

 
$
(1.36
)
 
$
0.56

Diluted
$
(1.53
)
 
$
0.42

 
$
(1.36
)
 
$
0.55

 
 
 
 
 
 
 
 
Anti-dilutive shares
527

 
106

 
446

 
189


Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares include the dilutive effects of vested and non-vested restricted stock, performance share units, and shares issued under the employee stock purchase plan, except where their inclusion would be anti-dilutive.
Anti-dilutive shares primarily include non-vested restricted stock, and performance share units for which the sum of the assumed proceeds, including unrecognized compensation expense, exceeds the average stock price during the periods presented.
ACCUMULATED OTHER COMPREHENSIVE LOSS
ACCUMULATED OTHER COMPREHENSIVE LOSS
ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is reflected as a net decrease to shareholders’ equity. Changes in the balance of each component of accumulated other comprehensive loss during the twenty-six weeks ended June 24, 2016 were as follows (in thousands):
 
Foreign currency translation adjustment
 
Unrealized gain (loss) on investments (1)
 
Total other comprehensive income (loss), net of tax
Balance at beginning of period
$
(13,514
)
 
$
(499
)
 
$
(14,013
)
Current-period other comprehensive income
2,094

 
162

 
2,256

Balance at end of period
$
(11,420
)
 
$
(337
)
 
$
(11,757
)

(1)
Consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities. The tax impact on unrealized gain on marketable securities was de minimis for the twenty-six weeks ended June 24, 2016.

There were no material reclassifications out of accumulated other comprehensive loss during the twenty-six weeks ended June 24, 2016.
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosure of cash flow information (in thousands):
 
Twenty-six weeks ended
 
June 24, 2016
 
June 26, 2015
Cash paid (received) during the period for:
 
 
 
Interest
$
1,981

 
$
1,863

Income taxes
$
(3,845
)
 
$
3,939

As of June 24, 2016 and June 26, 2015, we had acquired $2.0 million and $0.2 million, respectively, of property, plant and equipment on account that was not yet paid. We finalized our fair value assessment of our acquisition of SIMOS and have recorded net year-to-date non-cash adjustments to the preliminary SIMOS purchase accounting of $3.8 million, with corresponding adjustments to goodwill. These are considered non-cash investing items.
SEGMENT INFORMATION
SEGMENT INFORMATION
SEGMENT INFORMATION

Our operating segments are based on the organizational structure for which financial results are regularly evaluated by the chief operating decision maker, our Chief Executive Officer, to determine resource allocation and assess performance. Our service lines are our operating segments. Effective January 4, 2016, our PeopleScout service line acquired certain assets and assumed certain liabilities of the RPO business of Aon Hewitt, which expands our RPO service offering. The RPO business of Aon Hewitt has been substantially integrated into our PeopleScout service line, which is part of our Managed Services reportable segment. Effective December 1, 2015, we acquired SIMOS, which broadens our Staff Management On-premise contingent staffing solution and is part of our Staffing Services reportable segment.

Our reportable segments are described below:

Our Staffing Services segment provides temporary staffing through the following service lines:
Labor Ready: On-demand general labor;
Spartan Staffing: Skilled manufacturing and logistics labor;
CLP Resources: Skilled trades for commercial, industrial, and energy construction as well as building and plant maintenance;
PlaneTechs: Skilled mechanics and technicians to the aviation and transportation industries;
Centerline Drivers: Temporary and dedicated drivers to the transportation and distribution industries;
Staff Management | SMX: Exclusive recruitment and on-premise management of a facility's contingent industrial workforce; and,
SIMOS: On-premise management and recruitment of a facility's contingent industrial workforce.

Our Managed Services segment provides high-volume permanent employee recruitment process outsourcing and management of outsourced labor service providers through the following service lines:
PeopleScout: Outsourced recruitment of permanent employees on behalf of clients; and
Staff Management (MSP): Management of multiple third party staffing vendors on behalf of clients.

We have two measures of segment performance: revenue from services and income from operations. Income from operations for each segment includes net sales to third parties, related cost of sales, and operating expenses directly attributable to the segment. Costs excluded from segment income from operations include various corporate general and administrative expenses, depreciation and amortization expense, and interest and other expense, net. Asset information by reportable segment is not presented since we do not manage our segments on a balance sheet basis. There are no material internal revenue transactions between our reporting segments.

Revenue from services and income from operations associated with our segments were as follows (in thousands):
 
Thirteen weeks ended
 
Twenty-six weeks ended
 
June 24, 2016
 
June 26, 2015
 
June 24, 2016
 
June 26, 2015
Revenue from services
 
 
 
 
 
 
 
Staffing Services
$
625,660

 
$
601,103

 
$
1,228,113

 
$
1,150,815

Managed Services
46,952

 
26,611

 
90,479

 
50,214

Total Company
$
672,612

 
$
627,714

 
$
1,318,592

 
$
1,201,029

 
 
 
 
 
 
 
 
Income (loss) from operations
 
 
 
 
 
 
 
Staffing Services
$
(49,453
)
 
$
38,834

 
$
(30,248
)
 
$
63,117

Managed Services
(2,935
)
 
4,326

 
5,895

 
7,750

Depreciation and amortization
(11,694
)
 
(10,397
)
 
(22,983
)
 
(20,917
)
Corporate unallocated
(12,744
)
 
(9,053
)
 
(20,891
)
 
(18,517
)
Total Company
(76,826
)
 
23,710

 
(68,227
)
 
31,433

Interest and other expense, net
(887
)
 
(202
)
 
(1,906
)
 
(736
)
Income (loss) before tax expense
$
(77,713
)
 
$
23,508

 
$
(70,133
)
 
$
30,697



In the second quarter of fiscal 2016, we finalized the changes to the organizational and reporting structure of our PeopleScout and hrX service lines. As a result, we have combined these service lines and they no longer represent separate reporting units.
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS

We evaluated events and transactions occurring after the balance sheet date through the date the financial statements were issued, and identified no other events that were subject to recognition or disclosure.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Financial statement preparation

The accompanying unaudited consolidated financial statements (“financial statements”) of TrueBlue, Inc. (the "Company," "TrueBlue", "we," "us," and "our") are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with GAAP have been condensed or omitted. The financial statements reflect all adjustments which, in the opinion of management, are necessary to fairly state the financial statements for the interim periods presented. We follow the same accounting policies for preparing both quarterly and annual financial statements.

These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2015. The results of operations for the twenty-six weeks ended June 24, 2016, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period.
Recently adopted accounting standards

Effective December 26, 2015, we early adopted the accounting standard that simplified the balance sheet disclosure of deferred income taxes retrospectively to all periods presented. This guidance requires deferred tax liabilities and assets to be classified as non-current in the Consolidated Balance Sheets. The guidance is effective for annual periods beginning after December 15, 2016, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early adoption is permitted. The adoption of this standard did not have a material impact to our financial statements.
Recently issued accounting pronouncements not yet adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance on accounting for credit losses on financial instruments. This guidance sets forth a “current expected credit loss” model which requires measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This guidance is effective for fiscal years beginning after December 15, 2019 (Q1 2020 for TrueBlue) with early adoption permitted no sooner than Q1 2019. A modified retrospective approach is required for all investments, except debt securities for which an other-than-temporary impairment had been recognized prior to the effective date, which will require a prospective transition approach. We plan to adopt this guidance on the effective date and are currently assessing the impact of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued guidance to improve employee share-based payment accounting. The simplifications impact several aspects, including the income tax consequences, classification of awards as equity or liabilities, and classification within the statement of cash flows. This guidance is effective for annual and interim periods beginning after December 15, 2016 (Q1 2017 for TrueBlue), and early adoption is permitted. We plan to adopt the guidance on the effective date. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance on lease accounting. The new guidance will continue to classify leases as either finance or operating and will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet, with classification affecting the pattern of expense recognition in the statement of income. This guidance is effective for annual and interim periods beginning after December 15, 2018 (Q1 2019 for TrueBlue), and early adoption is permitted. A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. We plan to adopt the guidance on the effective date. We are currently evaluating the impact of this guidance on our consolidated financial statements and expect that a majority of our operating lease commitments will be recognized on our consolidated balance sheets as operating lease liabilities and right-of-use assets upon adoption. We do not expect the adoption of this guidance to have a material impact on the pattern of expense recognition in our consolidated statement of operations and comprehensive income (loss).

In January 2016, the FASB issued guidance on the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). Early adoption of the amendments in the guidance is not permitted, with limited exceptions, and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We plan to adopt the guidance on the effective date. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
 
In May 2014, the FASB issued guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The guidance provides two methods of initial adoption: retrospective for all periods presented, or through a cumulative adjustment in the year of adoption. In March 2016, the FASB issued additional guidance providing clarification on principal versus agent considerations included within the new revenue recognition guidance. The effective date is for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). We have not determined the impact this guidance will have on our financial statements or the transition method we will use to adopt the guidance. However, the implementation team has begun the assessment of our customer contracts. Other than increased disclosures, the impacts of the revised accounting guidance to the results of operations of the Company cannot be determined until our assessment process is complete.
ACQUISITIONS (Tables)
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.
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

 
 
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.
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

 
 
FAIR VALUE MEASUREMENT (Tables)
We measure certain non-financial assets on a non-recurring basis, including goodwill and certain intangible assets. As a result of those measurements, we recognized impairment charges as follows (in thousands):
 
June 24, 2016
 
 
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total Impairment Loss
Goodwill
$
42,629

 
$

 
$

 
$
42,629

 
$
(65,869
)
Customer relationships
11,100

 

 

 
11,100

 
(28,900
)
Trade names/trademarks
3,600

 

 

 
3,600

 
(4,500
)
Total
 
 
 
 
 
 
 
 
$
(99,269
)
Our assets and liabilities measured at fair value on a recurring basis consisted of the following (in thousands):
 
June 24, 2016
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents (1)
$
21,772

 
$
21,772

 
$

 
$

Restricted cash and cash equivalents (1)
51,643

 
51,643

 

 

Other restricted assets (2)
14,320

 
14,320

 

 

Restricted investments classified as held-to-maturity
142,553

 

 
142,553

 

 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration (3)
19,300

 

 

 
19,300

 
December 25, 2015
 
Total Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents (1)
$
29,781

 
$
29,781

 
$

 
$

Restricted cash and cash equivalents (1)
49,680

 
49,680

 

 

Other restricted assets (2)
11,944

 
11,944

 

 

Restricted investments classified as held to maturity
128,245

 

 
128,245

 

 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration (3)
19,300

 

 

 
19,300


(1)
Cash equivalents and restricted cash equivalents consist of money market funds, deposits, and investments with original maturities of three months or less.
(2)
Other restricted assets primarily consist of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.
(3)
The estimated fair value of the contingent consideration associated with the acquisition of SIMOS, which was estimated using a probability-adjusted discounted cash flow model. Refer to Note 2: Acquisitions for further details regarding the SIMOS acquisition.

The following table presents the change in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the twenty-six weeks ended June 24, 2016, as follows (in thousands):
Fair value measurement at beginning of period
 
$
19,300

Contingent consideration liability adjustment recorded for final purchase price valuation
 
(1,000
)
Accretion on contingent consideration
 
1,000

Fair value measurement at end of period
 
$
19,300

RESTRICTED CASH AND INVESTMENTS (Tables)
The following is a summary of our restricted cash and investments (in thousands):
 
June 24,
2016
 
December 25,
2015
Cash collateral held by insurance carriers
$
26,438

 
$
23,634

Cash and cash equivalents held in Trust
25,205

 
26,046

Investments held in Trust
138,391

 
126,788

Other (1)
14,320

 
11,944

Total restricted cash and investments
$
204,354

 
$
188,412


(1)
Primarily consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.
The following tables present fair value disclosures for our held-to-maturity investments, which are carried at amortized cost (in thousands):
 
June 24, 2016
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Municipal debt securities
$
65,231

 
$
2,587

 
$

 
$
67,818

Corporate debt securities
66,007

 
1,461

 
(2
)
 
67,466

Agency mortgage-backed securities
7,153

 
117

 
(1
)
 
7,269

 
$
138,391

 
$
4,165

 
$
(3
)
 
$
142,553

 
December 25, 2015
 
Amortized Cost
 
Gross Unrealized Gain
 
Gross Unrealized Loss
 
Fair Value
Municipal debt securities
$
67,948

 
$
1,345

 
$
(4
)
 
$
69,289

Corporate debt securities
50,462

 
226

 
(152
)
 
50,536

Agency mortgage-backed securities
8,378

 
73

 
(31
)
 
8,420

 
$
126,788

 
$
1,644

 
$
(187
)
 
$
128,245

The amortized cost and fair value by contractual maturity of our held-to-maturity investments are as follows (in thousands):
 
June 24, 2016
 
Amortized Cost
 
Fair Value
Due in one year or less
$
16,580

 
$
16,649

Due after one year through five years
68,592

 
69,916

Due after five years through ten years
53,219

 
55,988

 
$
138,391

 
$
142,553

PROPERTY AND EQUIPMENT, NET (Tables)
Schedule of property and equipment
Property and equipment are stated at cost and consist of the following (in thousands):
 
June 24,
2016
 
December 25,
2015
Buildings and land
$
33,234

 
$
32,258

Computers and software
129,321

 
126,003

Furniture and equipment
12,102

 
12,362

Construction in progress
12,742

 
4,757

Gross property and equipment
187,399

 
175,380

Less accumulated depreciation
(127,084
)
 
(117,850
)
Property and equipment, net
$
60,315

 
$
57,530

GOODWILL AND INTANGIBLE ASSETS (Tables)
The following table reflects goodwill at June 24, 2016 and December 25, 2015 (in thousands):
 
Staffing Services
 
Managed Services
 
Total Company
Balance at December 25, 2015
 
 
 
 
 
Goodwill before impairment
$
210,281

 
$
104,424

 
$
314,705

Accumulated impairment loss
(46,210
)
 

 
(46,210
)
Goodwill, net
164,071

 
104,424

 
268,495

 
 
 
 
 
 
Acquired goodwill and other (1)
(3,831
)
 
25,491

 
21,660

Impairment loss
(50,700
)
 
(15,169
)
 
(65,869
)
Foreign currency translation

 
942

 
942

 
 
 
 
 
 
Balance at June 24, 2016
 
 
 
 
 
Goodwill before impairment
206,450

 
130,857

 
337,307

Accumulated impairment loss
(96,910
)
 
(15,169
)
 
(112,079
)
Goodwill, net
$
109,540

 
$
115,688

 
$
225,228



(1) Effective January 4, 2016, we acquired the RPO business of Aon Hewitt, which has been substantially integrated into our PeopleScout service line, and is part of our Managed Services reportable segment. Accordingly, the goodwill associated with the acquisition has been assigned to our Managed Services reportable segment based on our preliminary purchase price allocation. For additional information see Note 2: Acquisitions. Effective December 1, 2015, we acquired SIMOS, which is part of our Staffing Services reportable segment. The amount presented includes year-to-date adjustments to the preliminary SIMOS purchase accounting for goodwill.
The following table presents our purchased finite-lived intangible assets (in thousands):
 
June 24, 2016
 
December 25, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Finite-lived intangible assets (1):
 
 
 
 
 
 
 
 
 
 
 
Customer relationships (2)
$
166,983

 
$
(46,499
)
 
$
120,484

 
$
161,376

 
$
(36,846
)
 
$
124,530

Trade names/trademarks
10,859

 
(4,841
)
 
6,018

 
5,179

 
(3,447
)
 
1,732

Non-compete agreements
1,800

 
(1,357
)
 
443

 
1,800

 
(1,177
)
 
623

Technologies
17,209

 
(7,872
)
 
9,337

 
17,310

 
(6,536
)
 
10,774

Total finite-lived intangible assets
$
196,851

 
$
(60,569
)
 
$
136,282

 
$
185,665

 
$
(48,006
)
 
$
137,659


(1)
Excludes assets that are fully amortized.
(2)
Balance at June 24, 2016, is net of impairment loss of $28.9 million.

The following table provides the estimated future amortization of finite-lived intangible assets as of June 24, 2016 (in thousands):
Remainder of 2016
$
12,454

2016
23,150

2017
21,792

2018
17,363

2019
15,687

Thereafter
45,836

Total future amortization
$
136,282

WORKERS' COMPENSATION INSURANCE AND RESERVES (Tables)
Reconciliation of workers' compensation claims reserve
The table below presents a reconciliation of the undiscounted workers’ compensation claims reserve to the discounted workers' compensation reserve for the periods presented as follows (in thousands):
 
June 24,
2016
 
December 25,
2015
Undiscounted workers’ compensation reserve
$
292,742

 
$
284,306

Less discount on workers' compensation reserve
18,624

 
18,026

Workers' compensation reserve, net of discount
274,118

 
266,280

Less current portion
66,216

 
69,308

Long-term portion
$
207,902

 
$
196,972

LONG-TERM DEBT (Tables)
Schedule of Long-term Debt Instruments
The components of our borrowings were as follows (in thousands):
 
 
June 24,
2016
 
December 25,
2015
Revolving Credit Facility
 
$
123,900

 
$
218,086

Term Loan
 
26,445

 
27,578

Total debt
 
150,345

 
245,664

Less current portion
 
2,267

 
2,267

Long-term debt, less current portion
 
$
148,078

 
$
243,397

COMMITMENTS AND CONTINGENCIES (Tables)
Schedule of workers’ compensation collateral commitments
We have provided our insurance carriers and certain states with commitments in the form and amounts listed below (in thousands):
 
June 24,
2016
 
December 25,
2015
Cash collateral held by workers' compensation insurance carriers
$
25,938

 
$
23,133

Cash and cash equivalents held in Trust
25,205

 
26,046

Investments held in Trust
138,391

 
126,788

Letters of credit (1)
4,520

 
4,520

Surety bonds (2)
17,992

 
17,946

Total collateral commitments
$
212,046

 
$
198,433



(1)
We have agreements with certain financial institutions to issue letters of credit as collateral.
(2)
Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which are determined by each independent surety carrier. These fees do not exceed 2.0% of the bond amount, subject to a minimum charge. The terms of these bonds are subject to review and renewal every one to four years and most bonds can be canceled by the sureties with as little as 60 days' notice.
STOCK-BASED COMPENSATION (Tables)
Schedule of restricted and unrestricted stock and performance share units activity
Restricted and unrestricted stock awards and performance share units activity for the twenty-six weeks ended June 24, 2016, was as follows (shares in thousands):
 
Shares
 
Weighted- average grant-date price
Non-vested at beginning of period
1,218

 
$
22.63

Granted
540

 
$
21.63

Vested
(415
)
 
$
20.04

Forfeited
(47
)
 
$
19.90

Non-vested at the end of the period
1,296

 
$
23.04

NET INCOME PER SHARE (Tables)
Schedule of adjusted net income and diluted common shares
Diluted common shares were calculated as follows (in thousands, except per share amounts):
 
Thirteen weeks ended
 
Twenty-six weeks ended
 
June 24, 2016

June 26, 2015
 
June 24,
2016
 
June 26,
2015
Net income (loss)
$
(63,735
)
 
$
17,273

 
$
(56,767
)
 
$
22,989

 
 
 
 
 
 
 
 
Weighted average number of common shares used in basic net income (loss) per common share
41,688

 
41,240

 
41,595

 
41,135

Dilutive effect of non-vested restricted stock

 
235

 

 
337

Weighted average number of common shares used in diluted net income (loss) per common share
41,688

 
41,475

 
41,595

 
41,472

Net income (loss) per common share:
 
 
 
 
 
 
 
Basic
$
(1.53
)
 
$
0.42

 
$
(1.36
)
 
$
0.56

Diluted
$
(1.53
)
 
$
0.42

 
$
(1.36
)
 
$
0.55

 
 
 
 
 
 
 
 
Anti-dilutive shares
527

 
106

 
446

 
189

ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)
Schedule of Comprehensive Income (Loss)
Changes in the balance of each component of accumulated other comprehensive loss during the twenty-six weeks ended June 24, 2016 were as follows (in thousands):
 
Foreign currency translation adjustment
 
Unrealized gain (loss) on investments (1)
 
Total other comprehensive income (loss), net of tax
Balance at beginning of period
$
(13,514
)
 
$
(499
)
 
$
(14,013
)
Current-period other comprehensive income
2,094

 
162

 
2,256

Balance at end of period
$
(11,420
)
 
$
(337
)
 
$
(11,757
)

(1)
Consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities. The tax impact on unrealized gain on marketable securities was de minimis for the twenty-six weeks ended June 24, 2016.

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
Schedule of supplemental cash flow information
Supplemental disclosure of cash flow information (in thousands):
 
Twenty-six weeks ended
 
June 24, 2016
 
June 26, 2015
Cash paid (received) during the period for:
 
 
 
Interest
$
1,981

 
$
1,863

Income taxes
$
(3,845
)
 
$
3,939

SEGMENT INFORMATION (Tables)
Schedule of Segment Information
Revenue from services and income from operations associated with our segments were as follows (in thousands):
 
Thirteen weeks ended
 
Twenty-six weeks ended
 
June 24, 2016
 
June 26, 2015
 
June 24, 2016
 
June 26, 2015
Revenue from services
 
 
 
 
 
 
 
Staffing Services
$
625,660

 
$
601,103

 
$
1,228,113

 
$
1,150,815

Managed Services
46,952

 
26,611

 
90,479

 
50,214

Total Company
$
672,612

 
$
627,714

 
$
1,318,592

 
$
1,201,029

 
 
 
 
 
 
 
 
Income (loss) from operations
 
 
 
 
 
 
 
Staffing Services
$
(49,453
)
 
$
38,834

 
$
(30,248
)
 
$
63,117

Managed Services
(2,935
)
 
4,326

 
5,895

 
7,750

Depreciation and amortization
(11,694
)
 
(10,397
)
 
(22,983
)
 
(20,917
)
Corporate unallocated
(12,744
)
 
(9,053
)
 
(20,891
)
 
(18,517
)
Total Company
(76,826
)
 
23,710

 
(68,227
)
 
31,433

Interest and other expense, net
(887
)
 
(202
)
 
(1,906
)
 
(736
)
Income (loss) before tax expense
$
(77,713
)
 
$
23,508

 
$
(70,133
)
 
$
30,697

ACQUISITIONS Aon Purchase Price Allocation (Details) (USD $)
6 Months Ended 0 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Dec. 25, 2015
Jan. 4, 2016
Aon Hewitt
Jan. 4, 2016
Aon Hewitt
Jan. 4, 2016
Customer relationships
Aon Hewitt
Jan. 4, 2016
Technologies
Aon Hewitt
Business Acquisition [Line Items]
 
 
 
 
 
 
 
Cash purchase price, net of working capital adjustment
$ 71,863,000 
$ 0 
 
$ 71,863,000 
 
 
 
Accounts receivable
 
 
 
 
12,272,000 
 
 
Prepaid expenses, deposits and other current assets
 
 
 
 
281,000 
 
 
Intangible Assets
 
 
 
 
35,300,000 
34,900,000 
400,000 
Total assets acquired
 
 
 
 
47,853,000 
 
 
Accrued wages and benefits
 
 
 
 
1,025,000 
 
 
Other long-term liabilities
 
 
 
 
456,000 
 
 
Total liabilities assumed
 
 
 
 
1,481,000 
 
 
Net identifiable assets acquired
 
 
 
 
46,372,000 
 
 
Goodwill
225,228,000 
 
268,495,000 
 
25,491,000 
 
 
Adjustment, Intangibles
 
 
 
$ (500,000)
 
 
 
Goodwill, expected tax deductible amount, Period
 
 
 
15 years 
 
 
 
ACQUISITIONS Aon Narrative (Details) (USD $)
6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jan. 4, 2016
Aon Hewitt
Jun. 24, 2016
Aon Hewitt
Jun. 24, 2016
Aon Hewitt
Jun. 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
May 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Apr. 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jan. 4, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual
 
 
 
$ 33,500,000 
 
 
 
 
 
Cash purchase price, net of working capital adjustment
71,863,000 
71,863,000 
 
 
 
 
 
 
Line of credit facility, increase (decrease), Net
 
 
 
 
 
(10,000,000.0)
10,000,000 
10,000,000 
30,000,000.0 
Acquisition-Related and integration costs associated with a business combination
 
 
 
 
$ 3,200,000 
 
 
 
 
ACQUISITIONS Aon Intangible Assets (Details) (Aon Hewitt, USD $)
In Thousands, unless otherwise specified
0 Months Ended
Jan. 4, 2016
Jan. 4, 2016
Business Acquisition [Line Items]
 
 
Estimated Fair Value
$ 35,300 
$ 35,300 
Technologies
 
 
Business Acquisition [Line Items]
 
 
Estimated Fair Value
 
400 
Estimated Useful Lives in Years
3 years 
 
Customer relationships
 
 
Business Acquisition [Line Items]
 
 
Estimated Fair Value
 
$ 34,900 
Estimated Useful Lives in Years
9 years 
 
ACQUISITIONS (SIMOS Purchase Price Allocation) (Details) (USD $)
0 Months Ended
Jun. 24, 2016
Dec. 25, 2015
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Customer relationships
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Technologies
SIMOS Insourcing Solutions Corporation
Business Acquisition [Line Items]
 
 
 
 
 
 
Cash purchase price, net of working capital adjustment
 
 
$ 66,603,000 
 
 
 
Contingent consideration
19,300,000 
 
18,300,000 
 
 
Total consideration
 
 
84,903,000 
 
 
 
Accounts receivable
 
 
 
19,207,000 
 
 
Prepaid expenses, deposits and other current assets
 
 
 
461,000 
 
 
Property and equipment
 
 
 
464,000 
 
 
Estimated Fair Value
 
 
 
39,900,000 
39,000,000 
100,000 
Restricted cash
 
 
 
4,277,000 
 
 
Other non-current assets
 
 
 
2,439,000 
 
 
Total assets acquired
 
 
 
66,748,000 
 
 
Accounts payable and other accrued expenses
 
 
 
3,741,000 
 
 
Accrued wages and benefits
 
 
 
4,075,000 
 
 
Workers' compensation liability
 
 
 
8,520,000 
 
 
Total liabilities assumed
 
 
 
16,336,000 
 
 
Net identifiable assets acquired
 
 
 
50,412,000 
 
 
Goodwill
225,228,000 
268,495,000 
 
34,491,000 
 
 
Acquired receivables
 
 
 
19,300,000 
 
 
Acquired receivables, estimated uncollectible
 
 
 
$ 100,000 
 
 
Goodwill, expected tax deductible amount, Period
 
 
15 years 
 
 
 
ACQUISITIONS (SIMOS Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Customer relationships
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Customer relationships
SIMOS Insourcing Solutions Corporation
Jun. 24, 2016
Trade name/trademarks
Dec. 1, 2015
Trade name/trademarks
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Trade name/trademarks
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Technologies
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Technologies
SIMOS Insourcing Solutions Corporation
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Estimated Fair Value
$ 39,900 
 
$ 39,000 
 
 
$ 800 
 
$ 100 
Estimated Useful Lives in Years
 
9 years 
 
3 years 
3 years 
 
2 years 
 
ACQUISITIONS (SIMOS Narrative) (Details) (USD $)
0 Months Ended 0 Months Ended
Jun. 24, 2016
Dec. 25, 2015
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Maximum
SIMOS Insourcing Solutions Corporation
Dec. 25, 2015
Significant Unobservable Inputs (Level 3)
Dec. 1, 2015
Significant Unobservable Inputs (Level 3)
SIMOS Insourcing Solutions Corporation
Jun. 24, 2016
Significant Unobservable Inputs (Level 3)
SIMOS Insourcing Solutions Corporation
Dec. 1, 2015
Significant Unobservable Inputs (Level 3)
SIMOS Insourcing Solutions Corporation
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
Cash purchase price, net of working capital adjustment
 
 
$ 66,600,000 
 
 
 
 
 
 
Contingent consideration
 
 
 
 
22,500,000 
 
 
 
 
EBITDA target threshold
 
 
 
87.50% 
 
 
 
 
 
Contingent consideration, liability
 
 
 
 
 
 
 
 
21,100,000 
Discount Rate
 
 
 
 
 
 
10.00% 
 
 
Contingent consideration
$ 19,300,000 
$ 0 
 
$ 18,300,000 
 
$ 19,300,000 
 
$ 19,300,000 
 
FAIR VALUE MEASUREMENT (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Jun. 24, 2016
Total Fair Value
Dec. 25, 2015
Total Fair Value
Jun. 24, 2016
Total Fair Value
Restricted Assets
Dec. 25, 2015
Total Fair Value
Restricted Assets
Jun. 24, 2016
Quoted Prices in Active Markets for Identical Assets (Level 1)
Dec. 25, 2015
Quoted Prices in Active Markets for Identical Assets (Level 1)
Jun. 24, 2016
Quoted Prices in Active Markets for Identical Assets (Level 1)
Restricted Assets
Dec. 25, 2015
Quoted Prices in Active Markets for Identical Assets (Level 1)
Restricted Assets
Jun. 24, 2016
Significant Other Observable Inputs (Level 2)
Dec. 25, 2015
Significant Other Observable Inputs (Level 2)
Jun. 24, 2016
Significant Other Observable Inputs (Level 2)
Restricted Assets
Dec. 25, 2015
Significant Other Observable Inputs (Level 2)
Restricted Assets
Jun. 24, 2016
Significant Unobservable Inputs (Level 3)
Dec. 25, 2015
Significant Unobservable Inputs (Level 3)
Jun. 24, 2016
Significant Unobservable Inputs (Level 3)
Restricted Assets
Dec. 25, 2015
Significant Unobservable Inputs (Level 3)
Restricted Assets
Dec. 1, 2015
SIMOS Insourcing Solutions Corporation
Jun. 24, 2016
SIMOS Insourcing Solutions Corporation
Significant Unobservable Inputs (Level 3)
Fair Value Measurement [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$ 21,772 
$ 29,781 
 
 
$ 21,772 
$ 29,781 
 
 
$ 0 
$ 0 
 
 
$ 0 
$ 0 
 
 
 
 
Restricted cash and cash equivalents
 
 
 
 
51,643 
49,680 
 
 
51,643 
49,680 
 
 
 
 
 
 
Other restricted assets
14,320 
11,944 
 
 
14,320 
11,944 
 
 
14,320 
11,944 
 
 
 
 
 
 
Restricted investments classified as held-to-maturity
142,553 
128,245 
 
 
142,553 
128,245 
 
 
 
 
142,553 
128,245 
 
 
 
 
Contingent consideration
$ 19,300 
$ 0 
$ 19,300 
$ 19,300 
 
 
$ 0 
$ 0 
 
 
$ 0 
$ 0 
 
 
 
$ 19,300 
 
 
$ 18,300 
$ 19,300 
FAIR VALUE MEASUREMENT Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (Details) (Significant Unobservable Inputs (Level 3), Fair Value by Liability Class [Domain], USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Significant Unobservable Inputs (Level 3) |
Fair Value by Liability Class [Domain]
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
Fair value measurement at beginning of period
$ 19,300 
Contingent consideration liability adjustment recorded for final purchase price valuation
(1,000)
Accretion on contingent consideration
1,000 
Fair value measurement at end of period
$ 19,300 
FAIR VALUE MEASUREMENT Assets Measured at Fair Value on a Nonrecurring Basis (Details) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended
Mar. 26, 2016
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Fair Value Measurement [Line Items]
 
 
 
 
 
Goodwill and intangible assets, gross
 
$ 156,600,000 
 
$ 156,600,000 
 
Goodwill and intangible assets, fair value
 
57,300,000 
 
57,300,000 
 
Impairment loss
(65,900,000)
 
 
(65,869,000)
 
Goodwill and intangible asset impairment charge
(99,269,000)
(99,269,000)
(99,269,000)
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Cash and cash equivalents, fair value
 
 
 
Significant Other Observable Inputs (Level 2)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Cash and cash equivalents, fair value
 
 
 
Significant Unobservable Inputs (Level 3)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Cash and cash equivalents, fair value
 
42,629,000 
 
42,629,000 
 
Total Fair Value
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Cash and cash equivalents, fair value
 
42,629,000 
 
42,629,000 
 
Customer relationships
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Impairment of intangible assets, finite-lived
(28,900,000)
 
 
 
 
Customer relationships |
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Finite-lived intangible assets, fair value
 
 
 
Customer relationships |
Significant Other Observable Inputs (Level 2)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Finite-lived intangible assets, fair value
 
 
 
Customer relationships |
Significant Unobservable Inputs (Level 3)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Finite-lived intangible assets, fair value
 
11,100,000 
 
11,100,000 
 
Customer relationships |
Total Fair Value
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Finite-lived intangible assets, fair value
 
11,100,000 
 
11,100,000 
 
Trade name/trademarks
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Impairment of intangible assets, indefinite-lived
(4,500,000)
 
 
 
 
Trade name/trademarks |
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Indefinite-lived intangible assets, fair value
 
 
 
Trade name/trademarks |
Significant Other Observable Inputs (Level 2)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Indefinite-lived intangible assets, fair value
 
 
 
Trade name/trademarks |
Significant Unobservable Inputs (Level 3)
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Indefinite-lived intangible assets, fair value
 
3,600,000 
 
3,600,000 
 
Trade name/trademarks |
Total Fair Value
 
 
 
 
 
Fair Value Measurement [Line Items]
 
 
 
 
 
Indefinite-lived intangible assets, fair value
 
$ 3,600,000 
 
$ 3,600,000 
 
RESTRICTED CASH AND INVESTMENTS (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Restricted Cash and Investments [Line Items]
 
 
Cash collateral held by insurance carriers
$ 26,438 
$ 23,634 
Cash and cash equivalents held in Trust
25,205 
26,046 
Investments held in Trust
138,391 
126,788 
Other
14,320 
11,944 
Restricted cash and investments
204,354 
188,412 
Held-to-maturity Securities, Reconciliation to Fair Value [Abstract]
 
 
Gross Unrealized Gain
4,165 
1,644 
Gross Unrealized Loss
(3)
(187)
Fair Value
142,553 
128,245 
Held-to-maturity Securities, Investment Maturities, Fair Value [Abstract]
 
 
Fair Value
142,553 
128,245 
Municipal debt securities
 
 
Restricted Cash and Investments [Line Items]
 
 
Investments held in Trust
65,231 
67,948 
Held-to-maturity Securities, Reconciliation to Fair Value [Abstract]
 
 
Gross Unrealized Gain
2,587 
1,345 
Gross Unrealized Loss
(4)
Fair Value
67,818 
69,289 
Held-to-maturity Securities, Investment Maturities, Fair Value [Abstract]
 
 
Fair Value
67,818 
69,289 
Corporate debt securities
 
 
Restricted Cash and Investments [Line Items]
 
 
Investments held in Trust
66,007 
50,462 
Held-to-maturity Securities, Reconciliation to Fair Value [Abstract]
 
 
Gross Unrealized Gain
1,461 
226 
Gross Unrealized Loss
(2)
(152)
Fair Value
67,466 
50,536 
Held-to-maturity Securities, Investment Maturities, Fair Value [Abstract]
 
 
Fair Value
67,466 
50,536 
Agency mortgage-backed securities
 
 
Restricted Cash and Investments [Line Items]
 
 
Investments held in Trust
7,153 
8,378 
Held-to-maturity Securities, Reconciliation to Fair Value [Abstract]
 
 
Gross Unrealized Gain
117 
73 
Gross Unrealized Loss
(1)
(31)
Fair Value
7,269 
8,420 
Held-to-maturity Securities, Investment Maturities, Fair Value [Abstract]
 
 
Fair Value
7,269 
8,420 
Restricted Cash and Investments
 
 
Restricted Cash and Investments [Line Items]
 
 
Investments held in Trust
138,391 
 
Held-to-maturity Securities, Reconciliation to Fair Value [Abstract]
 
 
Fair Value
142,553 
 
Held-to-maturity Securities, Investment Maturities, Amortized Cost [Abstract]
 
 
Due in one year or less
16,580 
 
Due after one year through five years
68,592 
 
Due after five years through ten years
53,219 
 
Held-to-maturity Securities, Investment Maturities, Fair Value [Abstract]
 
 
Due in one year or less
16,649 
 
Due after one year through five years
69,916 
 
Due after five years through ten years
55,988 
 
Fair Value
$ 142,553 
 
PROPERTY AND EQUIPMENT, NET (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Property and Equipment, Net, by Type [Abstract]
 
 
Property and equipment, gross
$ 187,399 
$ 175,380 
Less accumulated depreciation and amortization
(127,084)
(117,850)
Property and equipment, net
60,315 
57,530 
Buildings and land
 
 
Property and Equipment, Net, by Type [Abstract]
 
 
Property and equipment, gross
33,234 
32,258 
Computers and software
 
 
Property and Equipment, Net, by Type [Abstract]
 
 
Property and equipment, gross
129,321 
126,003 
Furniture and equipment
 
 
Property and Equipment, Net, by Type [Abstract]
 
 
Property and equipment, gross
12,102 
12,362 
Construction in progress
 
 
Property and Equipment, Net, by Type [Abstract]
 
 
Property and equipment, gross
$ 12,742 
$ 4,757 
PROPERTY AND EQUIPMENT, NET (NARRATIVE) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Dec. 25, 2015
Property, Plant and Equipment [Line Items]
 
 
 
 
 
Capitalized computer software, net
$ 19.2 
 
$ 19.2 
 
$ 24.6 
Depreciation expense
$ 5.0 
$ 5.8 
$ 10.1 
$ 11.2 
 
- Changes in Carrying Amount of Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 6 Months Ended
Mar. 26, 2016
Jun. 24, 2016
Dec. 25, 2015
Goodwill [Line Items]
 
 
 
Goodwill before impairment
 
$ 337,307 
$ 314,705 
Accumulated impairment loss
 
(112,079)
(46,210)
Goodwill, net
 
225,228 
268,495 
Acquired goodwill and other
 
21,660 
 
Impairment loss
(65,900)
(65,869)
 
Foreign currency translation
 
942 
 
Staffing Services
 
 
 
Goodwill [Line Items]
 
 
 
Goodwill before impairment
 
206,450 
210,281 
Accumulated impairment loss
 
(96,910)
(46,210)
Goodwill, net
 
109,540 
164,071 
Acquired goodwill and other
 
(3,831)
 
Impairment loss
 
(50,700)
 
Foreign currency translation
 
 
Managed Services
 
 
 
Goodwill [Line Items]
 
 
 
Goodwill before impairment
 
130,857 
104,424 
Accumulated impairment loss
 
(15,169)
Goodwill, net
 
115,688 
104,424 
Acquired goodwill and other
 
25,491 
 
Impairment loss
 
(15,169)
 
Foreign currency translation
 
$ 942 
 
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Other Than Goodwill (Details) (USD $)
0 Months Ended 6 Months Ended
Mar. 26, 2016
Jun. 24, 2016
Dec. 25, 2015
Amortizable intangible assets:
 
 
 
Gross Carrying Amount
 
$ 196,851,000 
$ 185,665,000 
Accumulated Amortization
 
(60,569,000)
(48,006,000)
Net Carrying Amount
 
136,282,000 
137,659,000 
Accumulated impairment loss
(65,900,000)
(65,869,000)
 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
Remainder of 2016
 
12,454,000 
 
2017
 
23,150,000 
 
2018
 
21,792,000 
 
2019
 
17,363,000 
 
2020
 
15,687,000 
 
Thereafter
 
45,836,000 
 
Net Carrying Amount
 
136,282,000 
137,659,000 
Customer relationships
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
Impairment of intangible assets, finite-lived
28,900,000 
 
 
Amortizable intangible assets:
 
 
 
Gross Carrying Amount
 
166,983,000 
161,376,000 
Accumulated Amortization
 
(46,499,000)
(36,846,000)
Net Carrying Amount
 
120,484,000 
124,530,000 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
Net Carrying Amount
 
120,484,000 
124,530,000 
Trade names/trademarks
 
 
 
Amortizable intangible assets:
 
 
 
Gross Carrying Amount
 
10,859,000 
5,179,000 
Accumulated Amortization
 
(4,841,000)
(3,447,000)
Net Carrying Amount
 
6,018,000 
1,732,000 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
Net Carrying Amount
 
6,018,000 
1,732,000 
Non-compete agreements
 
 
 
Amortizable intangible assets:
 
 
 
Gross Carrying Amount
 
1,800,000 
1,800,000 
Accumulated Amortization
 
(1,357,000)
(1,177,000)
Net Carrying Amount
 
443,000 
623,000 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
Net Carrying Amount
 
443,000 
623,000 
Technologies
 
 
 
Amortizable intangible assets:
 
 
 
Gross Carrying Amount
 
17,209,000 
17,310,000 
Accumulated Amortization
 
(7,872,000)
(6,536,000)
Net Carrying Amount
 
9,337,000 
10,774,000 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
Net Carrying Amount
 
$ 9,337,000 
$ 10,774,000 
GOODWILL AND INTANGIBLE ASSETS - Narrative Finite Intangibles (Details) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Trade names/trademarks
Jan. 4, 2016
Aon Hewitt
Jan. 4, 2016
Aon Hewitt
Customer relationships
Jan. 4, 2016
Aon Hewitt
Customer relationships
Jan. 4, 2016
Aon Hewitt
Technologies
Jan. 4, 2016
Aon Hewitt
Technologies
Acquired Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
 
 
Intangible Assets
 
 
 
 
 
$ 35,300,000 
 
$ 34,900,000 
 
$ 400,000 
Amortization of intangible assets
$ 6,700,000 
$ 4,600,000 
$ 12,800,000 
$ 9,700,000 
 
 
 
 
 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
 
3 years 
 
9 years 
 
3 years 
 
GOODWILL AND INTANGIBLE ASSETS - Narrative Indefinite-lived Intangible Assets (Details) (USD $)
0 Months Ended
Mar. 26, 2016
Jun. 24, 2016
Dec. 25, 2015
Indefinite-lived Intangible Assets [Line Items]
 
 
 
Finite-Lived Intangible Assets, Net
 
$ 136,282,000 
$ 137,659,000 
Trade name/trademarks
 
 
 
Indefinite-lived Intangible Assets [Line Items]
 
 
 
Indefinite-lived trade name/trademarks
 
6,000,000 
16,200,000 
Impairment of intangible assets, indefinite-lived
4,500,000 
 
 
Finite-Lived Intangible Assets, Net
 
$ 5,700,000 1
 
GOODWILL AND INTANGIBLE ASSETS - Narrative Impairment (Details) (USD $)
0 Months Ended 6 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended
Mar. 26, 2016
Jun. 24, 2016
Jun. 24, 2016
Minimum
Jun. 24, 2016
Maximum
Jun. 24, 2016
Staffing Services
Jun. 24, 2016
Managed Services
Jun. 24, 2016
Amazon
Customer Concentration Risk
Sales Revenue, Net
Jun. 26, 2015
Amazon
Customer Concentration Risk
Sales Revenue, Net
Dec. 25, 2015
Amazon
Customer Concentration Risk
Sales Revenue, Net
Mar. 26, 2016
Staff Management SMX
Staffing Services
Mar. 26, 2016
PlaneTechs
Staffing Services
Jun. 24, 2016
PlaneTechs
Customer Concentration Risk
Sales Revenue, Net
Mar. 26, 2016
hrX
Managed Services
Dec. 25, 2015
hrX
Customer Concentration Risk
Sales Revenue, Net
Mar. 26, 2016
Customer relationships
Jun. 24, 2016
Customer relationships
Mar. 26, 2016
Trade names/trademarks
Jun. 24, 2016
Trade names/trademarks
Jan. 1, 2017
Scenario, Forecast
Goodwill [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Cost of Capital
 
 
12.00% 
17.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impairment loss
$ (65,900,000)
$ (65,869,000)
 
 
$ (50,700,000)
$ (15,169,000)
 
 
 
$ (33,700,000)
$ (17,000,000)
 
$ (15,200,000)
 
 
 
 
 
 
Sales Revenue, Goods, Net
 
 
 
 
 
 
106,000,000 
125,000,000 
354,000,000 
 
 
 
 
3,400,000 
 
 
 
 
 
Concentration Risk, Percentage
 
 
 
 
 
 
8.00% 
10.40% 
13.10% 
 
 
 
 
 
 
 
 
 
 
Decrease in Revenue, Due to Forecasted Transaction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125,000,000 
Sales Revenue, Services, Percent of Revenue, Decline
 
 
 
 
 
 
 
 
 
 
 
30.00% 
 
 
 
 
 
 
 
Impairment of intangible assets, finite-lived
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,900,000 
 
 
 
 
Fair value inputs, royalty rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.00% 
 
Discount Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13.00% 
 
17.00% 
 
Impairment of intangible assets, indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,500,000 
 
 
WORKERS' COMPENSATION INSURANCE AND RESERVES - Reconciliation of Workers' Compensation Claims Reserve (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Workers' Compensation Deductible Limit [Line Items]
 
 
Undiscounted workers’ compensation reserve
$ 292,742 
$ 284,306 
Less discount on workers' compensation reserve
18,624 
18,026 
Workers' compensation reserve, net of discount
274,118 
266,280 
Less current portion
66,216 
69,308 
Long-term portion
$ 207,902 
$ 196,972 
WORKERS' COMPENSATION INSURANCE AND RESERVES - Narrative (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Dec. 25, 2015
Dec. 25, 2015
Below limit
Workers' Compensation Deductible Limit [Line Items]
 
 
 
 
 
 
Workers' compensation claim deductible limit
 
 
$ 2.0 
 
 
 
Weighted average rate
 
 
 
 
 
1.80% 
Weighted average period - claim payments below deductible limit
 
 
5 years 
 
 
 
Payments made against self-insured claims
 
 
37.2 
34.4 
 
 
Weighted average period - claim payments and receivables above deductible limit
 
 
16 years 
 
 
 
Excess claims
53.3 
 
53.3 
 
49.0 
 
Workers' compensation claim receivables net of valuation allowance
49.2 
 
49.2 
 
45.2 
 
Workers' compensation expense
$ 24.6 
$ 22.9 
$ 48.7 
$ 44.4 
 
 
LONG-TERM DEBT Summary of long-term debt (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Debt Instrument [Line Items]
 
 
Long-term debt
$ 150,345 
$ 245,664 
Long-term debt, less current portion
148,078 
243,397 
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
123,900 
218,086 
Synovus Bank
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
26,445 
27,578 
Long-term debt, current maturities
$ 2,267 
$ 2,267 
LONG-TERM DEBT Revolving Credit Facility Narrative (Details) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended
Jun. 24, 2016
Dec. 25, 2015
Jun. 30, 2014
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Jun. 24, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Dec. 25, 2015
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Jun. 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
May 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Apr. 1, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jan. 4, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jan. 4, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Percent of Eligible Billed Accounts Receivable
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Percent of Eligible Accounts Receivable
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Percent of Eligible Unbilled Accounts Receivable
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Liquidation Value of Tacoma Headquarters Office Building
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
Liquidation Value of Tacoma Headquarters Office Building
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
London Interbank Offered Rate (LIBOR)
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
London Interbank Offered Rate (LIBOR)
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Base rate [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
Base rate [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
May 1, 2016
Minimum
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Apr. 1, 2016
Minimum
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jan. 4, 2016
Minimum
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Minimum
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 24, 2016
Minimum
Revolving Credit Facility, Liquidity Requirement Component
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Minimum
London Interbank Offered Rate (LIBOR)
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Minimum
Base rate [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Maximum
London Interbank Offered Rate (LIBOR)
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Maximum
Base rate [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Less than 25% utilization [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Jun. 30, 2014
Greater than or equal to 25% utilization [Member]
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Revolving Credit Facility
Revolving Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Credit Facility, maximum borrowing capacity
 
 
 
 
 
 
 
 
 
$ 300,000,000 
 
$ 330,000,000.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility borrowing limits, percent of accounts receivable
 
 
 
 
 
 
 
 
 
 
 
 
90.00% 
15.00% 
85.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility borrowing limits, liquidation value requirement, pledged real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility borrowing limits, quarterly reduction, liquidation value of pledged real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility borrowing limits, liquidation value of pledged real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, current borrowing capacity
 
 
 
 
 
 
 
 
 
 
254,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
150,345,000 
245,664,000 
 
123,900,000 
218,086,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, amount outstanding
 
 
 
 
 
 
 
 
 
 
4,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
126,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit facility, increase (decrease), Net
 
 
 
 
 
(10,000,000.0)
10,000,000 
10,000,000 
30,000,000.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, liquidity requirement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,600,000 
19,300,000 
10,000,000 
37,500,000 
37,500,000 
 
 
 
 
 
 
Revolving credit facility, cash and cash equivalents under control agreements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, total liquidity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 148,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, basis spread on variable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.25% 
0.25% 
2.00% 
1.00% 
 
 
Revolving credit facility, additional base rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
1.75% 
0.50% 
0.50% 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, interest rate description
 
 
one-month 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, interest rate at period end
 
 
 
2.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility, unused capacity, commitment fee percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.375% 
0.25% 
Revolving credit facility,, utilization threshold
 
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit, additional basis rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.125% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LONG-TERM DEBT Term Loan Agreement (Details) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended
Jun. 24, 2016
Dec. 25, 2015
Feb. 4, 2013
Synovus Bank
extension
Jun. 24, 2016
Synovus Bank
Dec. 25, 2015
Synovus Bank
Feb. 4, 2013
Synovus Bank
London Interbank Offered Rate (LIBOR)
Jun. 24, 2016
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Dec. 25, 2015
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Jun. 1, 2016
Revolving Credit Facility
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
May 1, 2016
Revolving Credit Facility
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Apr. 1, 2016
Revolving Credit Facility
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Jan. 4, 2016
Revolving Credit Facility
Bank of America, N.A. and Wells Fargo Capital Finance, LLC
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, face amount
 
 
$ 34,000,000 
 
 
 
 
 
 
 
 
 
Debt Instrument, term
 
 
5 years 
 
 
 
 
 
 
 
 
 
Debt Instrument, periodic payment, principal
 
 
2,300,000 
 
 
 
 
 
 
 
 
 
Debt Instrument, amortization term
 
 
15 years 
 
 
 
 
 
 
 
 
 
Term Loan, interest rate description
 
 
one-month 
 
 
 
 
 
 
 
 
 
Debt Instrument, basis spread on variable rate
 
 
 
 
 
1.50% 
 
 
 
 
 
 
Debt Instrument, number of extensions available to company
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, extension period
 
 
1 year 
 
 
 
 
 
 
 
 
 
Debt Instrument, interest rate at period end
 
 
 
1.96% 
 
 
 
 
 
 
 
 
Long-term debt
150,345,000 
245,664,000 
 
26,445,000 
27,578,000 
 
123,900,000 
218,086,000 
 
 
 
 
Long-term debt, current maturities
 
 
 
2,267,000 
2,267,000 
 
 
 
 
 
 
 
Line of credit facility, increase (decrease), Net
 
 
 
 
 
 
 
 
$ (10,000,000.0)
$ 10,000,000 
$ 10,000,000 
$ 30,000,000.0 
COMMITMENTS AND CONTINGENCIES - Workers' Compensation Commitments (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Dec. 25, 2015
Workers' Compensation Commitments [Line Items]
 
 
Cash collateral held by workers' compensation insurance carriers
$ 25,938 
$ 23,133 
Cash and cash equivalents held in Trust
25,205 
26,046 
Investments held in Trust
138,391 
126,788 
Letters of credit
4,520 
4,520 
Surety bonds
17,992 
17,946 
Total collateral commitments
$ 212,046 
$ 198,433 
Surety bonds annual fee limit, % of bond amount
2.00% 
 
Surety bonds required cancellation notice
60 days 
 
Minimum
 
 
Workers' Compensation Commitments [Line Items]
 
 
Surety bonds review and renewal period if elected
1 year 
 
Maximum
 
 
Workers' Compensation Commitments [Line Items]
 
 
Surety bonds review and renewal period if elected
4 years 
 
STOCK-BASED COMPENSATION - Restricted and Unrestricted Stock and Performance Share Units (Details) (USD $)
In Millions, except Share data, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Jun. 24, 2016
Restricted stock
Jun. 24, 2016
Performance shares
Jun. 24, 2016
Minimum
Restricted stock
Jun. 24, 2016
Maximum
Restricted stock
May 11, 2016
Incentive Plan
Share-based Compensation by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
 
 
Non-vested at beginning of period (in shares)
1,218,000 
 
 
 
 
 
Granted (in shares)
540,000 
 
 
 
 
 
Vested (in shares)
(415,000)
 
 
 
 
 
Forfeited (in shares)
(47,000)
 
 
 
 
 
Non-vested at the end of the period (in shares)
1,296,000 
 
 
 
 
 
Share-based Compensation by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
 
 
Non-vested at start of the period (in dollars per share)
$ 22.63 
 
 
 
 
 
Granted (in dollars per share)
$ 21.63 
 
 
 
 
 
Vested (in dollars per share)
$ 20.04 
 
 
 
 
 
Forfeited (in dollars per share)
$ 19.90 
 
 
 
 
 
Non-vested at end of the period (in dollars per share)
$ 23.04 
 
 
 
 
 
Shares authorized for issuance (in shares)
 
 
 
 
 
1,540,000 
Vesting period
 
 
3 years 
3 years 
4 years 
 
Number of common stock shares represented by each performance share
 
 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options
 
$ 13.3 
$ 4.6 
 
 
 
Unrecognized stock-based compensation expense, period for recognition
 
1 year 9 months 7 days 
1 year 10 months 6 days 
 
 
 
STOCK-BASED COMPENSATION - Stock Option (Details) (Stock option)
6 Months Ended
Jun. 24, 2016
Stock option
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Option expiration period
7 years 
STOCK-BASED COMPENSATION - Employee Stock Purchase Plan (Details) (Employee stock purchase plan, USD $)
In Millions, except Share data, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Employee stock purchase plan
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
ESPP shares reserved for purchase
1,000,000 
 
Maximum employee subscription rate
10.00% 
 
Purchase price of common stock, percent of market value
85.00% 
 
Employee stock purchase plan requisite service period
1 month 
 
Stock issued during period (in shares)
45,000 
34,000 
Proceeds from Issuance of shares under incentive and share-based compensation plans
$ 0.8 
$ 0.7 
STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
 
 
Total stock-based compensation expense
$ 2.9 
$ 2.4 
$ 6.0 
$ 5.8 
DEFINED CONTRIBUTION PLANS (Details) (USD $)
In Millions, unless otherwise specified
Jun. 24, 2016
Dec. 25, 2015
Compensation and Retirement Disclosure [Abstract]
 
 
Deferred compensation liability, current and noncurrent
$ 14.5 
$ 12.9 
INCOME TAXES - Narrative (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Dec. 25, 2015
Income Tax Disclosure [Abstract]
 
 
 
Effective income tax rate reconciliation, percent
19.10% 
25.10% 
 
Deferred tax assets, goodwill and intangible assets
$ 17.7 
 
 
Discrete tax benefits
2.3 
3.7 
 
Effective income tax rate reconciliation, at federal statutory income tax rate, percent
35.00% 
35.00% 
 
Unrecognized tax benefits
$ 2.2 
 
$ 2.2 
NET INCOME PER SHARE (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Earnings Per Share [Abstract]
 
 
 
 
Net income (loss)
$ (63,735)
$ 17,273 
$ (56,767)
$ 22,989 
Weighted average number of common shares used in basic net income (loss) per common share
41,688 
41,240 
41,595 
41,135 
Dilutive effect of non-vested restricted stock
235 
337 
Weighted average number of common shares used in diluted net income (loss) per common share
41,688 
41,475 
41,595 
41,472 
Net income (loss) per common share:
 
 
 
 
Basic (in dollars per share)
$ (1.53)
$ 0.42 
$ (1.36)
$ 0.56 
Diluted (in dollars per share)
$ (1.53)
$ 0.42 
$ (1.36)
$ 0.55 
Anti-dilutive shares
527 
106 
446 
189 
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
 
 
 
 
Balance at beginning of period
 
 
$ (14,013)
 
Current-period other comprehensive income
(221)
974 
2,256 
(271)
Balance at end of period
(11,757)
 
(11,757)
 
Foreign currency translation adjustment
 
 
 
 
Accumulated Other Comprehensive Loss [Line Items]
 
 
 
 
Foreign currency translation adjustment, net of tax
(307)
587 
2,094 
(825)
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
 
 
 
 
Balance at beginning of period
 
 
(13,514)
 
Balance at end of period
(11,420)
 
(11,420)
 
Unrealized gain (loss) on marketable securities
 
 
 
 
Accumulated Other Comprehensive Loss [Line Items]
 
 
 
 
Unrealized gain (loss) on investments, net of tax
86 
387 
162 
554 
Accumulated Other Comprehensive Loss, Net of Tax [Roll Forward]
 
 
 
 
Balance at beginning of period
 
 
(499)
 
Balance at end of period
$ (337)
 
$ (337)
 
SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $)
6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Cash paid (received) during the period for:
 
 
Interest
$ 1,981,000 
$ 1,863,000 
Income taxes
(3,845,000)
3,939,000 
Property, plant and equipment on account that was not yet paid
2,000,000 
200,000 
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred
$ 3,800,000 
 
SEGMENT INFORMATION (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 24, 2016
Jun. 26, 2015
Jun. 24, 2016
Jun. 26, 2015
Segment Reporting Information [Line Items]
 
 
 
 
Revenue
$ 672,612 
$ 627,714 
$ 1,318,592 
$ 1,201,029 
Depreciation and amortization
(11,694)
(10,397)
(22,983)
(20,917)
Income (loss) from operations
(76,826)
23,710 
(68,227)
31,433 
Interest and other income (expense), net
(887)
(202)
(1,906)
(736)
Income before tax expense
(77,713)
23,508 
(70,133)
30,697 
Corporate Segment
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Income (loss) from operations
(12,744)
(9,053)
(20,891)
(18,517)
Staffing Services
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Revenue
625,660 
601,103 
1,228,113 
1,150,815 
Income (loss) from operations
(49,453)
38,834 
(30,248)
63,117 
Managed Services
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Revenue
46,952 
26,611 
90,479 
50,214 
Income (loss) from operations
$ (2,935)
$ 4,326 
$ 5,895 
$ 7,750