Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 2 Business Combinations Snelling Staffing On March 1, 2021, January 29, 2021 ( 1951, March 1, 2021, The following table summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. From the date of acquisition through December 31, 2021, No 2022. The following table summarizes the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash consideration $ 17,851 Accounts receivable $ 13,418 Workers' compensation deposit 7,200 Franchise agreements 11,034 Customer lists 1,690 Other current assets 100 Workers' compensation claims liability (4,891 ) Accrued payroll (2,100 ) Current liabilities (740 ) Other liabilities (2,239 ) Bargain purchase (5,621 ) Purchase price allocation $ 17,851 The bargain purchase is attributable to the financial position of the seller and because there were few suitable potential buyers. This gain is included in the line item, “Other miscellaneous income (expense),” in our consolidated statement of income. The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of Snelling had occurred on January 1, 2020, ( none 2 not three nine September 30, 2022 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Total revenue $ 9,361 $ 6,881 $ 26,794 $ 16,801 Net income 4,246 3,193 9,741 7,045 Basic earnings per share $ 0.31 $ 0.24 $ 0.72 $ 0.52 Basic weighted average shares outstanding 13,610 13,482 13,598 13,461 Diluted earnings per share $ 0.31 $ 0.24 $ 0.71 $ 0.52 Diluted weighted average shares outstanding 13,677 13,622 13,688 13,588 These calculations reflect increased amortization expense, increased payroll expense, the elimination of gains associated with the transaction, the elimination of transaction related costs, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2020. In connection with the acquisition, we sold the 10 locations that had been company-owned by Snelling located in Bakersfield, CA; Albany, NY; Arlington Heights, IL; Amherst, NY; Dallas, TX; Hayward, CA; Hoffman Estates, IL; Lathrop, CA; Ontario, CA; and Tracy, CA. Two of these locations were sold to franchisees. Four locations were sold to a third 10 12 12 36 March 31, 2021. three nine September 30, 2021, Temporary Alternatives On January 24, 2022, January 10, 2022, The fair values of the assets acquired were determined based on information available to us. From the date of acquisition through September 30, 2022 third Cash consideration $ 6,707 Net working capital payable 336 Total consideration $ 7,043 Customer lists $ 4,000 Accounts receivable 2,668 Goodwill 375 Purchase price allocation $ 7,043 Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of Temporary Alternatives. Goodwill is deductible for income tax purposes. The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of Temporary Alternatives had occurred on January 1, 2021, ( none 2 not three nine September 30, 2022 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Total revenue $ 9,361 $ 7,159 $ 26,940 $ 16,825 Net income 4,246 3,414 10,595 10,269 Basic earnings per share $ 0.31 $ 0.26 $ 0.78 $ 0.76 Basic weighted average shares outstanding 13,610 13,482 13,598 13,461 Diluted earnings per share $ 0.31 $ 0.26 $ 0.78 $ 0.76 Diluted weighted average shares outstanding 13,677 13,622 13,688 13,588 These calculations reflect increased amortization expense, increased SG&A expense, the elimination of losses associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2021. In connection with the acquisition, we sold certain assets related to the operations of the acquired locations. In connection with their purchase, the buyers executed franchise agreements with us and became franchisees. The aggregate sale price for the operating assets was approximately $2.9 million. In conjunction with the sale of assets acquired in this transaction, we recognized a loss of approximately $1.1 million which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income. The franchisee is a related party. See Note 3 third nine September 30, 2022. The Dubin Group, Inc., and Dubin Workforce Solutions On February 21, 2022 January 19, 2022 The fair values of the assets acquired were determined based on information available to us. From the date of acquisition through September 30, 2022 third Cash consideration $ 2,100 Note payable & net working capital payable 362 Total consideration $ 2,462 Customer relationships $ 1,600 Customer lists 200 Accounts receivable 462 Goodwill 200 Purchase price allocation $ 2,462 Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of Dubin. Goodwill is deductible for income tax purposes. The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of Dubin had occurred on January 1, 2021, ( none 2 not three nine September 30, 2022 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Total revenue $ 9,361 $ 7,609 $ 27,146 $ 18,172 Net income 4,246 3,348 9,712 10,301 Basic earnings per share $ 0.31 $ 0.25 $ 0.71 $ 0.77 Basic weighted average shares outstanding 13,610 13,482 13,598 13,461 Diluted earnings per share $ 0.31 $ 0.25 $ 0.71 $ 0.76 Diluted weighted average shares outstanding 13,677 13,622 13,688 13,588 These calculations reflect increased amortization expense, increased payroll expense, increased SG&A expense, the elimination of gains associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2021. In connection with the acquisition, we divided Dubin into separate businesses and sold certain assets related to the operations of one third nine September 30, 2022. The remaining assets related to the operations of the other acquired locations have not September 30, 2022 Three months ended Nine months ended September 30, 2022 September 30, 2022 Revenue $ 302 $ 882 Cost of staffing services 171 501 Gross profit 131 381 SG&A 1 15 Net income before tax 130 366 Provision for income taxes 32 89 Net income $ 98 $ 277 Northbound Executive Search On February 28, 2022 January 25, 2022, The fair values of the assets acquired and the liabilities assumed were determined based on information available to us. From the date of acquisition through September 30, 2022 third Cash consideration $ 9,600 Net working capital payable 328 Note payable 1,500 Total consideration $ 11,428 Customer relationships $ 7,700 Trade name 1,400 Accounts receivable 3,386 Other current assets 94 Goodwill 500 Current liabilities assumed (1,652 ) Purchase price allocation $ 11,428 Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of Northbound. Goodwill is deductible for income tax purposes. The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of Northbound had occurred on January 1, 2021, ( none 2 not three nine September 30, 2022 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Total revenue $ 9,361 $ 7,163 $ 26,982 $ 16,736 Net income 4,246 3,426 10,793 10,232 Basic earnings per share $ 0.31 $ 0.26 $ 0.79 $ 0.76 Basic weighted average shares outstanding 13,610 13,482 13,598 13,461 Diluted earnings per share $ 0.31 $ 0.26 $ 0.79 $ 0.75 Diluted weighted average shares outstanding 13,677 13,622 13,688 13,588 These calculations reflect increased amortization expense, increased SG&A expense, the elimination of losses associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2021. In connection with the Northbound acquisition, we entered into an amortizing term loan from the seller for $1.5 million scheduled to mature on March 1, 2025 April 1, 2022 March 1, 2025. may Immediately after the acquisition, we sold certain assets related to the operations of the acquired locations. In connection with their purchase, the buyers executed franchise agreements with us and became franchisees. The aggregate sale price for the operating assets was $6.4 million. In conjunction with the sale of assets acquired in this transaction, we recognized a loss of approximately $1.3 million which is reflected on the line item, "Other miscellaneous income (expense)," in our consolidated statement of income. The franchisee that purchased these operating assets is a related party. For more information. See Note 3 third nine September 30, 2022. Asset Acquisitions LINK Staffing On March 22, 2021, February 12, 2021 ( one Cash consideration $ 11,123 Franchise agreements 10,886 Notes receivable 237 Purchase price allocation $ 11,123 We determined the LINK transaction was an asset acquisition for accounting purposes as substantially all of the fair value of the gross assets acquired was concentrated in the franchise agreements. Accordingly, no We assigned six six Recruit Media On October 1, 2021 October 1, 2021 ( Cash consideration $ 3,283 Liabilities assumed 1,044 Transaction costs 23 Total consideration $ 4,350 Purchased software 3,200 Domain name 2,226 Deferred tax liability (1,076 ) Purchase price allocation $ 4,350 We determined the Recruit Media transaction was an asset acquisition for accounting purposes as it did not no Dental Power On December 6, 2021, November 2, 2021 ( 46 The following table summarizes the values of the identifiable assets acquired as of the acquisition date (in thousands): Cash consideration $ 1,480 Contingent consideration 382 Total consideration $ 1,862 Customer lists $ 1,862 The contingent consideration consists of estimated future payments based on the achievement of performance metrics over the following 3 September 30, 2022 We determined the Dental Power transaction was an asset acquisition for accounting purposes as substantially all of the fair value of the gross assets acquired was concentrated in the customer list. Accordingly, no |