Annual report pursuant to Section 13 and 15(d)

Restructuring and Severance Charges

Restructuring and Severance Charges
12 Months Ended
Nov. 01, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Severance Charges Impairment Charges
Long-lived Assets

Long-lived assets primarily consist of right-of-use assets, capitalized software costs, leasehold improvements and office equipment. The Company reviews these assets for impairment under ASC 360 Property, Plant and Equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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.

Due to the economic impact and continued uncertainty related to the COVID-19 pandemic, certain real estate rationalization decisions were made in the second half of fiscal 2020 resulting in the Company consolidating and exiting certain leased office locations throughout North America based on where the Company could be fully operational and successfully support its clients and business operations remotely. The changes in the use of these right-of-use assets triggered an impairment review and based on the results of this review, the Company recorded an impairment charge of $16.1 million to reduce the carrying value of these assets to their estimated fair value. Significant assumptions used to estimate fair value were the current economic environment, real estate market conditions and general market participant assumptions. The Company also recorded impairment charges of $0.8 million primarily related to the leasehold improvements and office equipment associated with these closed facilities.

Impairment charges incurred in fiscal 2020 were $1.9 million for the North American Staffing segment and $15.0 million for the Corporate and Other category.

In fiscal 2019, there was a $0.3 million impairment of equipment used in the customer care solutions business, which was exited in June 2019. In addition, the Company recorded a $0.3 million impairment charge for previously purchased software that will no longer be used, as well as a $0.1 million impairment charge on equipment from closed facilities.
Impairment of Goodwill
The Company performs its annual impairment test for goodwill during the second quarter of the fiscal year and when a triggering event occurs between annual impairment tests. For the fiscal 2020 test performed in the second quarter, the Company elected to bypass the qualitative assessment and prepared a Step 1 analysis. Our Step 1 analysis used significant assumptions including expected revenue and expense growth rates, forecasted capital expenditures, working capital levels and a discount rate of 15.0%. Under the market-based approach significant assumptions included relevant comparable company earnings multiples including the determination of whether a premium or discount should be applied to those comparables. During the second quarter of fiscal 2020, it was determined that no adjustment to the carrying value of goodwill as required as our Step 1 analysis resulted in the fair value of the reporting unit exceeding its carrying value.
The following represents the change in the carrying amount of goodwill during each fiscal year (in thousands):
  International Staffing
  October 28, 2018 Foreign Currency Translation Adjustment November 3, 2019 Foreign Currency Translation Adjustment November 1, 2020
Aggregate goodwill acquired $ 10,483  $ —  $ 10,483  $ —  $ 10,483 
Accumulated impairment losses (3,733) —  (3,733) —  (3,733)
Foreign currency translation adjustment (1,399) 46  (1,353) (1,348)
Goodwill, net of impairment losses $ 5,351  $ 46  $ 5,397  $ 5  $ 5,402 
Restructuring and Severance Charges
The Company incurred total restructuring and severance costs of $2.6 million and $4.7 million for fiscal 2020 and 2019, respectively.
2020 Restructuring Plan
In the first quarter of fiscal 2020, the Company approved a restructuring plan (the “2020 Plan”) as part of its strategic initiative to optimize the Company’s cost infrastructure. The 2020 Plan leveraged the global capabilities of the Company's staffing operations based in Bangalore, India and off-shored a significant number of strategically identified roles to this location. The total costs incurred in fiscal 2020 in connection with the 2020 Plan were $1.2 million, consisting of $0.1 million in North American Staffing, $0.1 million in International Staffing and $1.0 million in the Corporate and Other category.
2018 Restructuring Plan
In October 2018, the Company approved a restructuring plan (the “2018 Plan”) based on an organizational and process redesign intended to optimize the Company’s strategic growth initiatives and overall business performance. In connection with the 2018 Plan, the Company incurred restructuring charges comprised of severance and benefit costs and facility and lease termination costs. The 2018 Plan was completed by the end of fiscal 2019. The total costs since inception through November 3, 2019 were approximately $5.6 million, consisting of $1.1 million in North American Staffing, $0.4 million in International Staffing and $4.1 million in Corporate and Other.
Change in Executive Management
Effective June 6, 2018, Michael Dean departed from his role as President and Chief Executive Officer of the Company and is no longer a member of the Board of Directors of the Company (the “Board of Directors”). The Company and Mr. Dean subsequently executed a separation agreement, effective June 29, 2018. The Company incurred related severance costs of $2.6 million in the third quarter of fiscal 2018, which was paid over a period of 24 months.
Effective August 23, 2019, Paul Tomkins stepped down from his role as Senior Vice President and Chief Financial Officer of the Company. The Company and Mr. Tomkins subsequently executed a separation agreement, effective September 11, 2019. The Company incurred related severance costs of $0.9 million in the fourth quarter of fiscal 2019, which was paid over a period of 12 months beginning November 2019.
Exit of Customer Care Solutions Business
In June 2019, the Company exited its customer care solutions business, which was reported as a part of the Corporate and Other category. This exit enabled the Company to further strengthen its focus on its core staffing business, align its resources to streamline operations, improve cost competitiveness and increase profitability. As a result of this exit, the Company incurred restructuring and severance costs of $2.1 million during fiscal 2019.
Other Restructuring Costs
During fiscal 2020 and 2019, there were other restructuring actions taken by the Company as part of its continued efforts to reduce costs and to offset COVID-19 related revenue losses. The Company recorded severance costs of $1.3 million and $0.7 million, respectively, primarily resulting from the elimination of certain positions.
The following tables present the restructuring and severance and benefit costs for the twelve months ended November 1, 2020 and November 3, 2019 (in thousands):
Year Ended November 1, 2020
Total North American Staffing International Staffing North American
Corporate & Other
Severance and benefit costs $ 1,163  $ 78  $ 136  $ —  $ 949 
2020 Plan 1,163  78  136    949 
Severance and benefit costs (23) —  —  —  (23)
Other 180  —  —  —  180 
2018 Plan 157        157 
Severance and benefit costs 1,137  764  193  —  180 
Other 184  41  —  134 
Other 1,321  805  202    314 
Total $ 2,641  $ 883  $ 338  $   $ 1,420 
Year Ended November 3, 2019
Total North American Staffing International Staffing North American
Corporate & Other
Severance and benefit costs $ 803  $ 200  $ 404  $ —  $ 199 
Other 260  37  33  14  176 
2018 Plan 1,063  237  437  14  375 
Severance and benefit costs 212  —  —  —  212 
Other 1,849  —  —  —  1,849 
Exit of Customer Care Solutions Business 2,061        2,061 
Severance and benefit costs 493  390  48  —  55 
Other 171  92  25  54  — 
Other 664  482  73  54  55 
Change in Executive Management 868        868 
Total $ 4,656  $ 719  $ 510  $ 68  $ 3,359 
Accrued restructuring and severance costs are included in Accrued compensation and Accrued insurance and other in the Consolidated Balance Sheets. Activity for the fiscal years ended November 1, 2020 and November 3, 2019 are summarized as follows (in thousands):
November 1, 2020 November 3, 2019
Balance, end of previous year $ 3,845  $ 5,702 
Cease use liabilities transferred to ROU assets (1,964) — 
Charged to expense 2,641  4,656 
Cash payments (4,310) (6,513)
Ending Balance $ 212  $ 3,845 

Upon adoption of ASC 842 Leases, $2.0 million of accrued restructuring related to the exit of leased real estate was reclassified as a reduction to the related ROU asset, per the accounting guidance. The remaining balance as of November 1, 2020 of $0.2 million, primarily related to other restructuring costs in the North American Staffing and International Staffing segments.