Fair Value Measurements

12 Months Ended

Dec. 29, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. Fair Value Measurements

Trade accounts receivable, short-term borrowings, accounts payable, accrued liabilities and accrued payroll and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities. Our long-term debt is related to revolving credit agreements and their carrying values approximate fair value as the interest rates are variable and reflect current market rates.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities measured at fair value on a recurring basis as of year-end 2024 and 2023 in the consolidated balance sheet by fair value hierarchy level, as described below. 

Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. There were no transfers between Level 1, Level 2 and Level 3 assets or liabilities in 2024 or 2023. 

	As of Year-End 2024
Description	Total		Level 1		Level 2		Level 3
	(In millions of dollars)
Money market funds	$	6.4	$	6.4	$	—	$	—
Total assets at fair value	$	6.4	$	6.4	$	—	$	—
Interest rate swaps	$	(0.4)	$	—	$	(0.4)	$	—
EMEA staffing indemnification	(2.0)		—		—		(2.0)
Brazil indemnification	(1.7)		—		—		(1.7)
Total liabilities at fair value	$	(4.1)	$	—	$	(0.4)	$	(3.7)
	As of Year-End 2023
Description	Total		Level 1		Level 2		Level 3
	(In millions of dollars)
Money market funds	$	42.5	$	42.5	$	—	$	—
Total assets at fair value	$	42.5	$	42.5	$	—	$	—
Brazil indemnification	$	(3.0)	$	—	$	—	$	(3.0)
Foreign currency forward contract, net	(3.6)		—		(3.6)		—
Total liabilities at fair value	$	(6.6)	$	—	$	(3.6)	$	(3.0)

Money market funds

Money market funds represent investments in money market funds that hold government securities, of which $6.4 million as of year-end 2024 and $8.0 million as of year-end 2023 are restricted as to use and are included in other assets in the consolidated balance sheet. The money market funds that are restricted as to use account for the majority of our restricted cash balance and represents cash balances that are required to be maintained to fund disability claims in California. The remaining money market funds as of year-end 2023 are included in cash and equivalents in the consolidated balance sheet. The valuations of money market funds are based on quoted market prices of those accounts as of the respective period end.

Forward contracts

On February 8, 2024, the Company entered into a foreign currency forward contract with a notional amount of €17.0 million to manage the foreign currency risk associated with expected additional proceeds related to the sale of our EMEA staffing operations (see Acquisitions and Dispositions footnote). The expected proceeds are recorded as a euro-denominated receivable which is remeasured quarterly. The forward contract was designated as a fair value hedge, with the mark-to-market changes of the forward contract offsetting the mark-to-market changes of the receivable in the gain on sale of EMEA staffing operations in the consolidated statements of earnings. The contract was valued using observable inputs, such as foreign currency exchange rates, and was considered a level 2 liability. In the fourth quarter of 2024, the Company settled the contract with a $0.4 million cash payment and recognized a corresponding loss of $0.4 million on the contract. As of year-end 2024, there is no asset or liability related to the forward contract.

On November 2, 2023, the Company entered into a foreign currency forward contract with a notional amount of €90.0 million to manage the foreign currency risk associated with the sale of our EMEA staffing operations, which was completed on January 2, 2024. This contract was not designated as a hedging instrument; therefore, it was marked-to-market and the changes in fair value were recognized in earnings. The Company's foreign currency forward contract was valued using observable inputs, such as foreign currency exchange rates, and was considered a level 2 liability. The Company recorded an unrealized loss of $3.6 million for the year ended 2023 and had a net liability associated with the forward contract of $3.6 million as of year-end 2023. The Company settled the forward contract on January 5, 2024 for $2.4 million of cash. Accordingly, the Company recognized a gain of $1.2 million in the first quarter of 2024 in other income (expense), net on the consolidated statements of earnings, which partially offsets the $3.6 million loss recognized in 2023, for a total loss of $2.4 million on the contract.

Interest rate swaps

On July 17, 2024, the Company entered into two interest rate swaps with a notional value of $50.0 million each to manage fluctuations on our securitization facility due to SOFR variances (see Debt footnote). These contracts were not designated as hedging instruments; therefore, the mark-to-market fair value changes and the cash settlements on the swaps are recognized in earnings. The Company's interest rate swaps were valued with assistance from a third party based on pricing models using observable inputs, such as SOFR forward rates, and are considered level 2 liabilities, which will be remeasured quarterly. As of year-end 2024, the Company recorded a liability totaling $0.4 million related to the mark-to-market fair value change of the interest rate swaps in accounts payable and accrued liabilities in the consolidated balance sheet. In 2024, the Company recorded a total loss of $0.2 million. This loss includes $0.4 million related to mark-to-market changes in fair value, which was partially offset by the impact of cash settlements of $0.2 million, in other income (expense), net in the consolidated statements of earnings.

Indemnification liabilities

As of year-end 2024, the Company has an indemnification liability totaling $2.0 million related to the sale of the EMEA staffing operations in January 2024. The liability is included in other long-term liabilities in the consolidated balance sheet and the associated expense is included in the gain on sale of EMEA staffing operations in the consolidated statements of earnings. As part of the sale, the Company agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences for an indefinite term. The Company's maximum exposure under these indemnifications is not estimable at this time due to uncertainties to potential outcomes and the facts and circumstances involved in the agreement. Management believes the risk of material exposure is remote. The initial valuation of the indemnification liability was established using a discounted cash flow methodology based on probability weighted-average cash flows discounted by weighted-average cost of capital. The valuation, which represents the fair value, is considered a level 3 liability and is measured on a recurring basis. During 2024, the Company recognized a decrease of $0.1 million to the indemnification liability related to exchange rate fluctuations in other income (expense), net in the consolidated statements of earnings.

As year-end 2024, the Company has an indemnification liability related to the 2020 sale of the Brazil operations totaling $1.7 million with $0.9 million in accounts payable and accrued liabilities and $0.8 million in other long-term liabilities, and $3.0 million as of year-end 2023 with $0.1 million in accounts payable and accrued liabilities and $2.9 million in other long-term liabilities on the consolidated balance sheet. As part of the sale, the Company agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences initiated within a six-year period after closing. The aggregate losses for which the Company will provide indemnification will not exceed $8.8 million. The valuation of the indemnification liability was established using a discounted cash flow methodology based on probability weighted-average cash flows discounted by weighted-average cost of capital. The valuation, which represents the fair value, is considered a level 3 liability, and is being measured on a recurring basis. In 2024, the Company recognized a decrease of $0.7 million to the

indemnification liability related to exchange rate fluctuations and was also reduced by $0.7 million as a result of the fourth quarter reassessment of the liability, both of which are recorded in other income (expense), net in the consolidated statements of earnings.

Earnout liabilities

The Company recorded an initial earnout liability relating to the 2024 acquisition of MRP totaling $3.4 million in accounts payable and accrued liabilities in the consolidated balance sheet (see Acquisitions and Dispositions footnote). The valuation of the earnout liability was initially established using the Monte Carlo simulation model and represented the fair value and is considered a level 3 liability. The maximum total cash payment which may be due related to the earnout liability is $60.0 million. In the fourth quarter 2024, the liability was reassessed and the fair value was determined to be zero. As such, there is no liability recorded related to the earnout as of year-end 2024.

The Company recorded an earnout liability relating to the 2020 acquisition of Greenwood/Asher, with a remaining liability of $3.3 million at year-end 2022. The initial valuation of the earnout liability was established using a Black Scholes model and represented the fair value and was considered a level 3 liability. During the first quarter of 2023, the Company paid the remaining earnout liability totaling $3.3 million, representing the year two portion of the earnout. In the consolidated statements of cash flows, $1.4 million of the payment was reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities. There was no remaining earnout liability as of year-end 2023. During the first quarter of 2022, the Company paid the year one portion of the earnout totaling $2.3 million. In the consolidated statements of cash flows, $0.7 million is reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities.

Equity Investments Without Readily Determinable Fair Value

In 2022, the Company invested in equity securities with an initial investment of $0.4 million which was included in other assets in the consolidated balance sheet. This investment is measured using the measurement alternative for equity investments without a readily determinable fair value. The measurement alternative represents cost, less impairment, plus or minus observable price changes. In the fourth quarter of 2024, the Company entered into a transaction to sell a portion of its shares with a carrying value of $0.1 million, representing total cost plus observable price changes to date. As a result of the sale, the Company recorded a gain of $0.6 million in other income (expense), net in the consolidated statements of earnings. Additionally, as a result of the sale, the value of the remaining investment was remeasured to $3.5 million based on observable prices changes and an unrealized gain of $3.2 million was recorded in other income (expense), net in the consolidated statements of earnings.

The Company holds a 2.5% interest in PersolKelly Pte. Ltd. (see Investment in PersolKelly Pte. Ltd. footnote) which is measured using the measurement alternative for equity investments without a readily determinable fair value. The investment totaled $6.4 million as of year-end 2024 and 2023, representing total cost plus observable price changes to date.

Assets Measured at Fair Value on a Nonrecurring Basis

In addition to assets that are recorded at fair value on a recurring basis, annual and interim impairment tests may subject our reporting units with goodwill and long-lived assets to nonrecurring fair value measurement. We performed our annual impairment test for goodwill in the fourth quarter of each year and for long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Refer to the Goodwill and Intangible Assets footnote for additional details on impairment charges related to years-ended 2024 and 2022. There were no goodwill or intangible asset impairment charges recorded in 2023.

The various inputs to the fair value models are considered level 3. Refer to the Significant Accounting Policies footnote for additional details on the valuation methodologies and inputs used to measure fair value.