Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 28, 2014 | Aug. 07, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Cartesian, Inc. | ' |
Entity Central Index Key | '0001094814 | ' |
Current Fiscal Year End Date | '--12-27 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'CRTN | ' |
Entity Common Stock, Shares Outstanding | ' | 8,784,693 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 28, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $18,649 | $13,780 |
Accounts receivable, net | 16,673 | 11,716 |
Prepaid and other current assets | 1,524 | 1,751 |
Total current assets | 36,846 | 27,247 |
NONCURRENT ASSETS: | ' | ' |
Property and equipment, net | 1,055 | 1,202 |
Goodwill | 8,387 | 8,225 |
Deferred income tax assets | 1,518 | 0 |
Other noncurrent assets | 142 | 150 |
Total Assets | 47,948 | 36,824 |
CURRENT LIABILITIES: | ' | ' |
Trade accounts payable | 3,402 | 2,036 |
Current borrowings | 3,269 | 0 |
Liability for derivatives | 385 | 0 |
Accrued payroll, bonuses and related expenses | 4,693 | 4,249 |
Accrued severance liability and related costs | 2,860 | 1,491 |
Deferred revenue | 2,777 | 591 |
Other accrued liabilities | 1,769 | 1,631 |
Total current liabilities | 19,155 | 9,998 |
NONCURRENT LIABILITIES: | ' | ' |
Deferred income tax liabilities | 644 | 586 |
Other noncurrent liabilities | 241 | 342 |
Total noncurrent liabilities | 885 | 928 |
Commitments and contingencies (Note 8) | ' | ' |
Total stockholders’ equity | 27,908 | 25,898 |
Total Liabilities and Stockholders’ Equity | $47,948 | $36,824 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 |
Revenues | $17,420 | $14,037 | $33,657 | $28,047 |
Cost of services | 11,080 | 8,621 | 21,390 | 17,590 |
Gross Profit | 6,340 | 5,416 | 12,267 | 10,457 |
Selling, general and administrative expenses (includes non-cash share-based compensation expense of $272 and $234 for the thirteen weeks ended June 28, 2014 and June 29, 2013, respectively and $446 and $297 for the twenty-six weeks ended June 28, 2014 and June 29, 2013, respectively) | 7,789 | 5,850 | 13,708 | 11,029 |
Loss from operations | -1,449 | -434 | -1,441 | -572 |
Other (expense) income: | ' | ' | ' | ' |
Interest (expense) income, net | -63 | 1 | -71 | 2 |
Discount on note payable and transaction costs | -82 | 0 | -1,610 | 0 |
Change in fair value of warrants and derivative liabilities | 128 | 0 | 111 | 0 |
Total other (expense) income: | -17 | 1 | -1,570 | 2 |
Loss before income taxes | -1,466 | -433 | -3,011 | -570 |
Income tax benefit (provision) | 1,553 | -23 | 1,524 | -39 |
Net income (loss) | 87 | -456 | -1,487 | -609 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | 286 | 60 | 423 | -448 |
Comprehensive income (loss) | $373 | ($396) | ($1,064) | ($1,057) |
Net income (loss) per common share: | ' | ' | ' | ' |
Basic | $0.01 | ($0.06) | ($0.20) | ($0.09) |
Diluted | $0.01 | ($0.06) | ($0.20) | ($0.09) |
Weighted average shares used in calculation of net income (loss) per common share | ' | ' | ' | ' |
Basic | 7,899 | 7,126 | 7,606 | 7,122 |
Diluted | 8,140 | 7,126 | 7,606 | 7,122 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Parenthetical] (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 |
Share-based Compensation | $272 | $234 | $446 | $297 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($1,487) | ($609) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 339 | 335 |
Share-based compensation | 446 | 298 |
Deferred tax (benefit) expense | -1,524 | 39 |
Discount on note payable | 1,265 | 0 |
Change in fair value of warrants and derivative liabilities | -111 | 0 |
Other | 0 | -50 |
Other changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | -4,645 | 386 |
Prepaid and other assets | 351 | -46 |
Trade accounts payable | 1,253 | 318 |
Deferred revenue | 2,144 | -93 |
Accrued liabilities | 1,826 | -932 |
Net cash used in operating activities | -143 | -354 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Acquisition of property and equipment | -260 | -215 |
Net cash used in investing activities | -260 | -215 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Repurchase of common stock | -42 | 0 |
Borrowing on note payable | 3,269 | 0 |
Issuance of common stock | 2,066 | 22 |
Equity issuance costs | -167 | 0 |
Net cash provided by financing activities | 5,126 | 22 |
Effect of exchange rate on cash and cash equivalents | 146 | -105 |
Net increase (decrease) in cash and cash equivalents | 4,869 | -652 |
Cash and cash equivalents, beginning of period | 13,780 | 12,177 |
Cash and cash equivalents, end of period | 18,649 | 11,525 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during period for interest | 43 | 0 |
Accrued property and equipment additions | 58 | 301 |
Leasehold improvements acquired through lease incentive | $0 | $113 |
Basis_of_Reporting
Basis of Reporting | 6 Months Ended | ||||||||||
Jun. 28, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Basis of Presentation and Significant Accounting Policies [Text Block] | ' | ||||||||||
1. Basis of Reporting | |||||||||||
On June 18, 2014, stockholders of The Management Network Group, Inc. approved a proposal to change the name of The Management Network Group, Inc. to Cartesian, Inc. When used in this report, unless the context requires otherwise, the terms "Cartesian," "we," "us," "our" or the "Company" refer to Cartesian, Inc. and its subsidiaries. | |||||||||||
The condensed consolidated financial statements and accompanying notes of Cartesian, Inc. and its subsidiaries as of June 28, 2014, and for the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013 are unaudited and reflect all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows as of these dates and for the periods presented. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Consequently, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements nor those normally made in the Company’s Annual Report on Form 10-K. Accordingly, reference should be made to the Company’s annual consolidated financial statements and notes thereto for the fiscal year ended December 28, 2013, included in the 2013 Annual Report on Form 10-K (“2013 Form 10-K”) for additional disclosures, including a summary of the Company’s accounting policies. In addition, on August 12, 2014 the Company filed with the SEC a Current Report on Form 8-K to retrospectively revise the Company’s annual consolidated financial statements and notes thereto that were initially filed with the SEC in the 2013 Form 10-K to reflect revisions to its reportable segments that were made in the first quarter of fiscal year 2014. The retrospective revision to the consolidated financial statements does not impact previously reported consolidated operating income (loss) from operations, net income (loss), or earnings (loss) per share. The Condensed Consolidated Balance Sheet as of December 28, 2013 included in this report has been derived from the audited Consolidated Balance Sheet at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company has evaluated subsequent events for recognition or disclosure through the date these unaudited consolidated financial statements were issued. | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for the thirteen and twenty-six weeks ended June 28, 2014 are not necessarily indicative of the results to be expected for the full year ending January 3, 2015. | |||||||||||
Revenue Recognition - The Company recognizes revenue from time and materials consulting contracts in the period in which its services are performed. In addition to time and materials contracts, the Company also has fixed fee contracts. The Company recognizes revenues on milestone or deliverables-based fixed fee contracts and time and materials contracts not to exceed contract price using the percentage of completion-like method described by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-35,"Revenue Recognition - Construction-Type and Production-Type Contracts." For fixed fee contracts where services are not based on providing deliverables or achieving milestones, the Company recognizes revenue on a straight-line basis over the period during which such services are expected to be performed. In connection with some fixed fee contracts, the Company may receive payments from customers that exceed revenues up to that point in time. The Company records the excess of receipts from customers over recognized revenue as deferred revenue. Deferred revenue is classified as a current liability to the extent it is expected to be earned within twelve months from the date of the balance sheet. | |||||||||||
The FASB ASC 605-35 percentage-of-completion-like methodology involves recognizing revenue using the percentage of services completed, on a current cumulative cost to total cost basis, using a reasonably consistent profit margin over the period. Due to the longer term nature of these projects, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed, and the impact of delayed performance. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, the Company revises its cost and revenue estimates, which may result in increases or decreases in revenues and costs, and such revisions are reflected in income in the period in which the facts that give rise to that revision become known. | |||||||||||
The Company develops, installs and supports customer software in addition to the provision of traditional consulting services. The Company recognizes revenue in connection with its software sales agreements under ASC 985-605, utilizing the percentage of completion-like method described in ASC 605- 35. These agreements include software right-to-use licenses ("RTU's") and related customization and implementation services. Due to the long-term nature of the software implementation and the extensive software customization based on normal customer specific requirements, both the RTU’s and implementation services are treated as a single element for revenue recognition purposes. | |||||||||||
In addition to the professional services related to the customization and implementation of its software, the Company may also provide post-contract support ("PCS") services, including technical support and maintenance services as well as other professional services not essential to the functionality of the software. For those contracts that include PCS service arrangements which are not essential to the functionality of the software solution, the Company separates the FASB ASC 605-35 software services and PCS services utilizing the multiple-element arrangement model prescribed by FASB ASC 605-25, "Revenue Recognition - Multiple-Element Arrangements". FASB ASC 605-25 addresses the accounting treatment for an arrangement to provide the delivery or performance of multiple products and/or services where the delivery of a product or system or performance of services may occur at different points in time or over different periods of time. The Company utilizes FASB ASC 605-25 to separate the PCS service elements and allocate total contract consideration to the contract elements based on the relative fair value of those elements utilizing PCS renewal terms as evidence of fair value. Revenues from PCS services are recognized ratably on a straight-line basis over the term of the support and maintenance agreement. | |||||||||||
Fair Value Measurement - The Company utilizes the methods of fair value measurement as described in FASB ASC 820, “Fair Value Measurements” to value its financial assets and liabilities, including the financial instruments issued in the transaction described in Note 2, Strategic Alliance and Investment by Elutions, Inc. As defined in FASB ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, FASB ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: | |||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. | |||||||||||
Managed Services Implementation Revenues and Costs - Managed service arrangements provide for the delivery of a software or technology based solution to clients over a period of time without the transfer of a license or a software sale to the customer. For long-term managed service agreements, implementation efforts are often necessary to develop the software utilized to deliver the managed service. Costs of such implementation efforts may include internal and external costs for coding or customizing systems and costs for conversion of client data. The Company may invoice its clients for implementation fees at the go-live date of the underlying software. Lump sum implementation fees received from clients are initially deferred and recognized on a pro-rata basis as services are provided. Specific, incremental and direct costs of implementation incurred prior to the services going live are deferred pursuant to FASB ASC 605-35-25 and amortized over the period that the related ongoing services revenue is recognized to the extent that the Company believes the recoverability of the costs from the contract is probable. If a client terminates a managed services arrangement prior to the end of the contract, a loss on the contract may be recorded, if applicable, and any remaining deferred implementation revenues and costs would then be recognized into earnings generally over the remaining service period through the termination date. During the thirteen and twenty-six weeks ended June 28, 2014, implementation costs of $79,000 and $229,000 related to managed services contracts were deferred. No implementation costs related to managed services contracts were deferred during the thirteen and twenty-six weeks ended June 29, 2013. | |||||||||||
Research and Development and Software Development Costs - During the thirteen and twenty-six weeks ended June 28, 2014, software development costs of $360,000 and $564,000, respectively, were expensed as incurred. During the thirteen and twenty-six weeks ended June 29, 2013, software development costs of $119,000 and $314,000, respectively, were expensed as incurred. No software development costs were capitalized during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013. | |||||||||||
Foreign Currency Transactions and Translation - Cartesian Limited and the international operations of Cambridge Strategic Management Group, Inc. conduct business primarily denominated in their respective local currency, which is their functional currency. Assets and liabilities have been translated to U.S. dollars at the period-end exchange rates. Revenues and expenses have been translated at exchange rates which approximate the average of the rates prevailing during each period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Accumulated other comprehensive loss resulting from foreign currency translation adjustments totaled $3.4 million and $3.8 million as of June 28, 2014 and December 28, 2013, respectively, and is included in Total Stockholders’ Equity in the Condensed Consolidated Balance Sheets. Assets and liabilities denominated in other than the functional currency of a subsidiary are re-measured at rates of exchange on the balance sheet date. Resulting gains and losses on foreign currency transactions are included in the Company’s results of operations. Realized and unrealized exchange gains and losses included in the results of operations were not significant during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013. | |||||||||||
Earnings (Loss) Per Share - The Company calculates and presents earnings (loss) per share using a dual presentation of basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding excludes treasury shares held by the Company. Diluted earnings (loss) per share is computed in the same manner except that the weighted average number of shares is increased for dilutive securities. The following table illustrates the computation of basic and diluted EPS for the thirteen weeks ended June 28, 2014. | |||||||||||
For the Thirteen Weeks Ended June 28, 2014 | |||||||||||
Income (Numerator) | Shares | Per-Share | |||||||||
(Denominator) | Amount | ||||||||||
Basic EPS | |||||||||||
Net income available to common stockholders | $ | 87,000 | 7,899,000 | $ | 0.01 | ||||||
Effect of Dilutive Securities | |||||||||||
Warrants | - | 210,000 | |||||||||
Stock Options | - | 5,000 | |||||||||
Non-vested shares | - | 26,000 | |||||||||
Diluted EPS | |||||||||||
Income available to common stockholders | $ | 87,000 | 8,140,000 | $ | 0.01 | ||||||
In accordance with the provisions of FASB ASC 260, "Earnings per Share," the Company uses the treasury stock method for calculating the dilutive effect of employee stock options, non-vested shares and warrants. The employee stock options, non-vested shares and warrants will have a dilutive effect under the treasury stock method only when average market value of the underlying Company common stock during the respective period exceeds the assumed proceeds. For share-based payment awards with a performance condition, the Company must first use the guidance on contingently issuable shares in FASB ASC 260-10 to determine whether the awards should be included in the computation of diluted earnings per share for the reporting period. For all non-vested performance-based awards, the Company determines the number of shares, if any, that would be issuable at the end of the reporting period if the end of the reporting period were the end of the contingency period. In applying the treasury stock method, assumed proceeds include the amount, if any, the employee must pay upon exercise, the amount of compensation cost for future services that the Company has not yet recognized, and the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the options and the vesting of non-vested shares. The Company has excluded the effect of 308,403 stock options in the calculation of diluted income per share for the thirteen weeks ended June 28, 2014 as the effect would have been anti-dilutive. For the twenty-six weeks ended June 28, 2014 and the thirteen and twenty-six weeks ended June 29, 2013, the Company has not included the effect of stock options and non-vested shares in the calculation of diluted loss per share as it reported a net loss for these periods and the effect would have been anti-dilutive. | |||||||||||
Recent Accounting Pronouncements - In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“FASB ASU 2014-09”). This standard update clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards. The standard update intends to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; and provide more useful information to users of financial statements through improved disclosure requirements. Upon adoption of this standard update, we expect that the allocation and timing of revenue recognition will be impacted. The provisions of FASB ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and are to be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early application is not permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. | |||||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation—Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“FASB ASU 2014-12”). The standard update resolves the diverse accounting treatment for these share-based payments by requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The provisions of FASB ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. | |||||||||||
Strategic_Alliance_and_Investm
Strategic Alliance and Investment by Elutions, Inc. | 6 Months Ended | |||||||||||||
Jun. 28, 2014 | ||||||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||||||
Strategic Alliance and Investment [Text Block] | ' | |||||||||||||
2. Strategic Alliance and Investment by Elutions, Inc. | ||||||||||||||
On February 25, 2014, the Company entered into an investment agreement (the “Investment Agreement”) with Elutions, Inc. ("Elutions"), a provider of operational business intelligence solutions. Under the Investment Agreement, the Company agreed to issue and sell shares of common stock to Elutions and to issue stock purchase warrants to Elutions, and the parties agreed that a subsidiary of Elutions would loan funds to a subsidiary of the Company. On March 18, 2014, the Company and Elutions completed the closing (the "Closing") of the transactions contemplated under the Investment Agreement. | ||||||||||||||
At the Closing, (a) the Company issued and sold 609,756 shares of common stock to Elutions at a price of $3.28 per share, for an aggregate purchase price of $2,000,000, (b) the Company's subsidiary, Cartesian Limited, issued a promissory note (the "Note") payable to Elutions Capital Ventures S.à r.l, a subsidiary of Elutions, in an aggregate original principal amount of $3,268,664, payable in equivalent Great Britain Pounds Sterling, and the Company issued to Elutions a Common Stock Purchase Warrant (Tracking) related to the Note to purchase 996,544 shares of common stock of the Company for $3.28 per share (the "Tracking Warrant"), and (c) the Company issued to Elutions a Common Stock Purchase Warrant (Commercial Incentive) pursuant to which Elutions can earn the right to purchase up to 3,400,000 shares of common stock of the Company at prices ranging from $3.85 per share to $4.85 per share based on the Company's financial results related to certain customer contracts obtained jointly by the Company and Elutions (the "Incentive Warrant"). The Incentive Warrant and the Tracking Warrant are referred to collectively below as the "Warrants". | ||||||||||||||
Promissory Note | ||||||||||||||
The Note issued at Closing by the Company's subsidiary, Cartesian Limited, in the aggregate original principal amount of $3,268,664, bears interest at the rate of 7.825% per year, payable monthly, and matures on March 18, 2019. The Note must be redeemed by Cartesian Limited upon notification by the holder at any time (the “Holder Redemption Option”) and may be prepaid by Cartesian Limited after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time and may be prepaid by Cartesian Limited at any time after 30 months. The obligations of Cartesian Limited under the Note are guaranteed by the Company pursuant to a Guaranty entered into by the Company at Closing and are secured by certain assets relating to client contracts involving Elutions pursuant to a Security Agreement entered into by the Company and Elutions at Closing. Amounts outstanding under the Note may be applied to the exercise price of the Company's common stock under the Tracking Warrant. Upon occurrence of an event of default, the Note would bear interest at 9.825% per year and could be declared immediately due and payable. | ||||||||||||||
Tracking Warrant | ||||||||||||||
Under the Tracking Warrant, Elutions may acquire 996,544 shares of common stock of the Company for $3.28 per share at any time and from time to time through March 18, 2020. The Company may require Elutions to exercise or forfeit the Tracking Warrant at any time (i) after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time and the Company meets certain cash and working capital thresholds and (ii) after 30 months if the Company meets certain cash and working capital thresholds. To the extent amounts are outstanding under the Note, Elutions and the Company (if the Company is requiring exercise of the Tracking Warrant by Elutions as described above) may offset such amounts against the exercise price for shares of common stock acquired under the Tracking Warrant. | ||||||||||||||
Incentive Warrant | ||||||||||||||
Under the Incentive Warrant, Elutions can earn the right to purchase up to 3,400,000 shares of common stock of the Company at prices ranging from $3.85 per share to $4.85 per share based on the Company's financial results as described below. The Incentive Warrant expires on March 18, 2020. The right to exercise the Incentive Warrant to acquire shares is subject to satisfaction of certain performance conditions based on revenues or cash received by the Company under customer contracts acquired jointly with Elutions through a five-year period from March 18, 2014 until March 18, 2019. The Incentive Warrant may vest upon satisfaction of the performance conditions during the five-year period. The number of shares of common stock for which the Incentive Warrant may become exercisable during each year in the five-year period under the vesting provisions is determined by dividing four percent of such revenues and cash recognized or received by the Company in such year by the warrant exercise price per share for that year. In addition, the right to acquire shares may vest at the end of the five-year period for contracts that have been signed and with respect to which revenues are expected to be earned or cash is expected to be received after the end of the five-year period. The exercise price increases $0.25 per year for shares earned in each year of the five-year period and is payable in cash, provided that Elutions has the right to utilize a cashless exercise procedure to acquire shares of common stock under the Incentive Warrant for a limited period of time each year after the right to acquire such shares vests. Any shares utilized to exercise such cashless exercise right will not reduce the maximum number of shares that may be earned and acquired under the Incentive Warrant. | ||||||||||||||
Additional Warrant Provisions | ||||||||||||||
Each of the Warrants has economic anti-dilution protection provisions which provide for adjustments to the exercise price and the number of shares of common stock which may be acquired pursuant to the Warrants in the event of issuances of shares of common stock by the Company at a price less than the 30-day volume weighted average trading price at the time of issuance, subject to a number of exceptions. Each of the Warrants also permits Elutions (subject to certain exceptions) to purchase shares in future equity offerings made by the Company on a pro rata basis to all stockholders, with such participation right based upon the maximum number of shares that may be purchased under the Warrant. | ||||||||||||||
Registration Rights | ||||||||||||||
At Closing, the Company and Elutions entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company has obligations to register for resale the shares of common stock issued under the Investment Agreement and the Warrants. Under the Registration Rights Agreement, the Company granted certain piggyback registration rights to Elutions and agreed to file and maintain a resale shelf registration statement for the benefit of Elutions. The resale shelf registration was filed with the SEC on August 12, 2014. | ||||||||||||||
Accounting Treatment | ||||||||||||||
The Company measured the fair value of the instruments issued in the transaction as of the closing date, March 18, 2014, as follows: | ||||||||||||||
Fair value of Promissory Note | $ | 3,181,000 | ||||||||||||
Fair value of the Holder Redemption Option | 277,000 | |||||||||||||
Fair value of shares issued | 2,622,000 | |||||||||||||
Fair value of Tracking Warrant | 1,259,000 | |||||||||||||
Total fair value of consideration given | $ | 7,339,000 | ||||||||||||
The fair value of the shares issued was determined using the stock price on the date of grant. The fair value of the Note, the Holder Redemption Option and the Tracking Warrant were determined using a binomial lattice model. The model requires the following inputs: (i) price of the Company’s common stock; (ii) exercise price of the Tracking Warrant; (iii) the expected life of the instrument or derivative; (iv) risk-free interest rate; (v) estimated dividend yield, and (vi) estimated stock volatility. Assumptions used in the calculation require significant management judgment. | ||||||||||||||
The following table sets forth the Level 3 inputs to the binomial lattice model that were used to determine the fair value of the Note, the Holder Redemption Option, and the Tracking Warrant: | ||||||||||||||
June 28, | Issuance Date | |||||||||||||
2014 | ||||||||||||||
Common stock price | $ | 4.28 | $ | 4.3 | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Exercise price of Tracking Warrant | $ | 3.28 | $ | 3.28 | ||||||||||
Expected term | 2.5 years | 2.5 years | ||||||||||||
Risk-free interest rate | 1.5 | % | 1.6 | % | ||||||||||
Estimated stock volatility | 45 | % | 35.4 | % | ||||||||||
In addition, the Company determined that the provision of the Note that permits Cartesian Limited to prepay the Note after 18 months if the trading price of the Company's common stock exceeds $5.50 per share for a specified period of time is an embedded derivative asset that requires bifurcation (the “Issuer Call Option”). The Company measured the fair value of the Issuer Call Option using a binomial lattice model. As of March 18, 2014 and June 28, 2014, the fair value of the Issuer Call Option was determined to be immaterial. | ||||||||||||||
The Holder Redemption Option has been determined to be an embedded derivative liability that must be bifurcated and recorded as a liability. In addition, the Company concluded that the Tracking Warrant required liability classification upon issuance. The Holder Redemption Option and Tracking Warrant liabilities were recorded at fair value on the Closing date and as of March 29, 2014, with changes in the fair value recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Because the vesting of the Incentive Warrant is contingent on future services to be provided by Elutions and the achievement of performance conditions by Elutions, the Company has determined that the fair value of the Incentive Warrant should be recognized as an expense over the future periods during which such Warrant is earned by Elutions. On May 8, 2014, the Company and Elutions agreed to amend the Investment Agreement and amend and restate the outstanding Incentive Warrant and Tracking Warrant. The purpose of the amendments was to clarify the intent of certain anti-dilution provisions contained in the instruments. As a result of the amendments and effective on the amendment date, both the Incentive Warrant and Tracking Warrant will thereafter be accounted for as equity. The fair value of the Tracking Warrant was reclassified from liability to equity status during the thirteen weeks ended June 28, 2014. The fair value of the Tracking Warrant, included in Liability for Derivatives within Current Liabilities in the Condensed Consolidated Balance Sheet, decreased approximately $252,000 between March 29, 2014 and the date of the amendment. This decrease in fair value was recognized as Other Income during the thirteen weeks ended June 28, 2014. As of May 8, 2014, the fair value of the Tracking Warrant was approximately $1.0 million and was reclassified from Liability for Derivatives within Current Liabilities to Stockholders’ Equity. Because the vesting of the Incentive Warrant is contingent on future services to be provided by Elutions and the achievement of performance conditions by Elutions, the Incentive Warrant has zero fair value as of March 18, 2014, May 8, 2014, and June 28, 2014. The fair value of the Incentive Warrant when earned will be recorded to equity in the future periods during which such warrants are earned by Elutions. The Holder Redemption Option continues to be recorded at fair value as of June 28, 2014, with changes in the fair value recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||
The proceeds from the transaction were $5,269,000 and were allocated to the instruments as reflected in the table below. The proceeds were allocated to the Holder Redemption Option and the Tracking Warrant based on the fair values of the liabilities. The remaining fair value was allocated to the Note and the shares issued based on their relative fair values. | ||||||||||||||
Embedded Holder Redemption Option derivative liability | $ | 277,000 | ||||||||||||
Tracking Warrant liability | 1,259,000 | |||||||||||||
Total proceeds allocated to liabilities based on fair values | $ | 1,536,000 | ||||||||||||
Promissory Note | $ | 2,004,000 | ||||||||||||
Shares issued | 1,729,000 | |||||||||||||
Total proceeds allocated based on relative fair values | $ | 3,733,000 | ||||||||||||
Total proceeds allocated | $ | 5,269,000 | ||||||||||||
There was a debt discount as a result of the relative fair values of the instruments and the allocation of proceeds to the instruments and derivative. | ||||||||||||||
Face amount of Promissory Note | $ | 3,269,000 | ||||||||||||
Proceeds allocated to Promissory Note | 2,004,000 | |||||||||||||
Debt discount | $ | 1,265,000 | ||||||||||||
Amortization of the debt discount was $1,265,000 during the thirteen weeks ended March 29, 2014. The discount was recognized as Other Expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) at the Closing due to the fact that the Note may be called by the holder at any time. There was no amortization of the debt discount during the thirteen weeks ended June 28, 2014. | ||||||||||||||
In addition, the Company incurred expenses in the amount of $120,000 and $512,000, respectively during the thirteen and twenty-six weeks ended June 28, 2014, related to the transaction. Transaction costs were allocated between the liability and equity components based on the proportion of the fair value of each component to total proceeds at issuance. Transaction costs of $82,000 and $345,000, respectively, were allocated to liabilities during the thirteen and twenty-six weeks ended June 28, 2014; $38,000 and $167,000, respectively, were allocated to equity during the thirteen and twenty-six weeks ended June 28, 2014. The transaction costs allocated to liabilities are treated as debt issuance costs and were recognized as Other Expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) at the Closing or in the subsequent period incurred due to the fact that the Note may be called by the holder at any time. The transaction costs allocated to equity were treated as equity issuance costs and reduced equity at the time of issuance. | ||||||||||||||
The Company measures the Holder Redemption Option at fair value on a recurring basis and recognizes transfers, if any, within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There have been no transfers between Level 1, 2 or 3 liabilities during the thirteen or twenty-six weeks ended June 28, 2014. | ||||||||||||||
The Company has classified the Holder Redemption Option as a Level 3 liability. The Company reassesses the fair value of this liability on a quarterly basis. Based on that assessment, the Company recognized increases of $124,000 and $108,000, respectively, in the fair value of this liability during the thirteen and twenty-six weeks ended June 28, 2014. | ||||||||||||||
To determine the fair value of the Holder Redemption Option, management evaluates assumptions that require significant judgment. Changes in certain inputs to the valuation model, including our period end stock price and stock volatility, can have a significant impact on the estimated fair value. The fair value recorded for the Holder Redemption Option may vary significantly from period to period. This variability may result in the actual liability for a period either above or below the estimates recorded in our consolidated financial statements, resulting in significant fluctuations in other income (expense) as a result of the corresponding non-cash gain or loss recorded. | ||||||||||||||
As of June 28, 2014, liabilities recorded at fair value on a recurring basis consist of the following (in thousands): | ||||||||||||||
Quoted prices in | Significant other | Significant other | ||||||||||||
active markets | observable inputs | unobservable inputs | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
Holder Redemption Option | $ | 385 | - | - | $ | 385 | ||||||||
The following table summarizes changes to the fair value of the Tracking Warrant and Holder Redemption Option, which are Level 3 liabilities (in thousands): | ||||||||||||||
Tracking | Holder | Total | ||||||||||||
Warrant | Redemption | |||||||||||||
Options | ||||||||||||||
Fair value at Closing, March 18, 2014 | $ | 1,259 | $ | 277 | $ | 1,536 | ||||||||
Total unrealized (gains) losses included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | -219 | 108 | -111 | |||||||||||
Conversion of Tracking Warrant to equity award | -1,040 | - | -1,040 | |||||||||||
Fair value at June 28, 2014 | $ | - | $ | 385 | $ | 385 | ||||||||
Goodwill_and_LongLived_Assets
Goodwill and Long-Lived Assets | 6 Months Ended | ||||||||||
Jun. 28, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||
3. Goodwill and Long-Lived Assets | |||||||||||
The changes in the carrying amount of goodwill for the twenty-six weeks ended June 28, 2014 are as follows (in thousands): | |||||||||||
North | |||||||||||
America | EMEA | Total | |||||||||
Balance as of December 28, 2013 | $ | 3,947 | $ | 4,278 | $ | 8,225 | |||||
Changes in foreign currency exchange rates | - | 162 | 162 | ||||||||
Balance as of June 28, 2014 | $ | 3,947 | $ | 4,440 | $ | 8,387 | |||||
The Company evaluates goodwill for impairment on an annual basis on the last day of the first fiscal month of the fourth quarter and whenever events or circumstances indicate that these assets may be impaired. The Company performs its impairment testing for goodwill in accordance with FASB ASC 350, “Intangibles-Goodwill and Other.” Management determined that there were no events or changes in circumstances during the thirteen or twenty-six weeks ended June 28, 2014 which indicated that goodwill needed to be tested for impairment during the period. | |||||||||||
The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets might not be recoverable in accordance with the provisions of FASB ASC 360, “Property, Plant and Equipment.” Management determined that there were no events or changes in circumstances during the thirteen or twenty-six weeks ended June 28, 2014 which indicated that long-lived assets needed to be reviewed for impairment during the period. | |||||||||||
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | |||||||
Jun. 28, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||
4. Share-Based Compensation | ||||||||
The Company issues stock option awards and non-vested share awards under its share-based compensation plans. The key provisions of the Company's share-based compensation plans are described in Note 3 to the Company's consolidated financial statements included in the 2013 Form 10-K. | ||||||||
The Company recognized no income tax benefits related to share-based compensation arrangements during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013. | ||||||||
1998 Equity Incentive Plan | ||||||||
Stock Options | ||||||||
A summary of the option activity under the Company's Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Shares | Weighted | |||||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Outstanding at December 28, 2013 | 265,093 | $ | 10.5 | |||||
Granted | 70,000 | $ | 3.98 | |||||
Forfeited/cancelled | -31,790 | $ | 10.62 | |||||
Outstanding at June 28, 2014 | 303,303 | $ | 8.98 | |||||
Options vested and expected to vest at June 28, 2014 | 288,803 | $ | 9.23 | |||||
Options exercisable at June 28, 2014 | 233,303 | $ | 10.48 | |||||
The Company granted 70,000 stock option awards during the twenty-six weeks ended June 28, 2014, while no stock option awards were granted during the twenty-six weeks ended June 29, 2013. During the thirteen and twenty-six weeks ended June 28, 2014 the Company recorded $24,000 and $28,000, respectively, of stock-based compensation expense in connection with stock option awards while no expense was recorded for stock-based compensation in connection with stock option awards during the thirteen and twenty-six weeks ended June 29, 2013. As of June 28, 2014, there was $111,000 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock option awards, and this unrecognized expense is expected to be recognized over a weighted average period of 34 months. As of December 28, 2013, there was no unrecognized stock-based compensation expense related to stock option awards. | ||||||||
Non-vested Shares | ||||||||
Service-Based Non-vested Share Awards - A summary of the status of service-based non-vested share awards issued under the Company’s Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value per | |||||||
share | ||||||||
Outstanding at December 28, 2013 | - | $ | - | |||||
Granted | 81,000 | $ | 3.93 | |||||
Outstanding at June 28, 2014 | 81,000 | $ | 3.93 | |||||
On March 10, 2014, the Company granted 81,000 shares of non-vested stock that vest solely based on employee service. These shares cliff vest after a one-year service period that commenced on the date of the grant. | ||||||||
The Company’s service-based non-vested share awards are valued at the date of grant based on the closing market price of the Company’s common stock, and are expensed using the straight-line method over the requisite service period (which is the vesting period of the award). During the thirteen and twenty-six weeks ended June 28, 2014 the Company recorded $80,000 and $97,000, respectively, of stock-based compensation expense in connection with service-based non-vested share awards. During the thirteen and twenty-six weeks ended June 29, 2013 the Company recorded $61,000 and $122,000, respectively, of stock-based compensation expense in connection with service-based non-vested share awards. As of June 28, 2014, there is an estimated $225,000 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to service-based non-vested share awards, and this unrecognized expense is expected to be recognized over a period of 8 months. As of December 28, 2013, there was no unrecognized stock-based compensation expense related to service-based non-vested share awards. | ||||||||
Performance-Based Non-vested Share Awards - A summary of the status of performance-based non-vested share awards issued under the Company’s Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value per | |||||||
share | ||||||||
Outstanding at December 28, 2013 | 800,000 | $ | 3.14 | |||||
Granted | 40,000 | $ | 3.93 | |||||
Vested | -79,042 | $ | 3.14 | |||||
Outstanding at June 28, 2014 | 760,958 | $ | 3.18 | |||||
On March 10, 2014, the Company granted 40,000 shares of non-vested stock that vest in proportion to the ratio that the Company's "Cumulative Net Non-GAAP EBITDA" achieved over a three-year performance period compares to the Cumulative Net Non-GAAP EBITDA goal of $10.5 million. The first potential vesting date is the Company's earnings release date for its 2015 first fiscal quarter and each subsequent potential vesting date is each of the Company's quarterly earnings release dates thereafter through the release date for the first quarter of 2017. Shares not vested as of the release date for the first quarter of 2017 are forfeited. Except for termination of employment in certain circumstances following a change of control, the unvested portion of an award is forfeited upon any termination of employment. Under the terms of an award, vesting is partially accelerated and the award is converted to a time-vested award upon a change of control of the Company. | ||||||||
Stock-based compensation cost for performance-based non-vested share awards is measured at the grant date based on the fair value of shares expected to be earned at the end of the performance period, based on the closing market price of the Company’s common stock on the date of grant, and is recognized as expense using the straight-line method over the performance period based upon the probable number of shares expected to vest. The Company estimates and excludes compensation cost related to awards not expected to vest based upon estimated forfeitures. During the thirteen and twenty-six weeks ended June 28, 2014, the Company recorded $159,000 and $309,000, respectively, of stock-based compensation expense in connection with performance-based non-vested share awards. During the thirteen and twenty-six weeks ended June 29, 2013, the Company recorded $170,000 of stock-based compensation expense in connection with performance-based non-vested share awards. As of June 28, 2014 and December 28, 2013, there was an estimated $1.8 million and $1.9 million, respectively, of unrecognized stock-based compensation expense, net of estimated forfeitures, related to performance-based non-vested share awards. The unrecognized compensation cost at June 28, 2014 related to performance-based non-vested share awards is expected to be recognized over a period of 33 months. | ||||||||
2000 Supplemental Stock Plan | ||||||||
A summary of the option activity under the Company's 2000 Supplemental Stock Plan (the "Supplemental Stock Plan") as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Shares | Weighted | |||||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Outstanding at December 28, 2013 | 82,600 | $ | 11.33 | |||||
Forfeited/cancelled | - | - | ||||||
Outstanding at June 28, 2014 | 82,600 | $ | 11.33 | |||||
Options vested and exercisable at June 28, 2014 | 82,600 | $ | 11.33 | |||||
The Supplemental Stock Plan expired on May 23, 2010. No new awards will be issued pursuant to the plan. The outstanding awards issued pursuant to the Supplemental Stock Plan remain subject to the terms of the Supplemental Stock Plan following expiration of the plan. | ||||||||
Supplemental_Balance_Sheet_Inf
Supplemental Balance Sheet Information | 6 Months Ended | |||||||
Jun. 28, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Supplemental Balance Sheet Disclosures [Text Block] | ' | |||||||
5. Supplemental Balance Sheet Information | ||||||||
Accrued payroll, bonuses and related expenses and Other accrued liabilities consist of the following (amounts in thousands): | ||||||||
June 28, 2014 | December 28, 2013 | |||||||
Accrued payroll, bonuses and related expenses | ||||||||
Accrued payroll | $ | 1,533 | $ | 1,308 | ||||
Accrued bonuses | 1,698 | 1,774 | ||||||
Accrued payroll taxes | 566 | 580 | ||||||
Other | 896 | 587 | ||||||
$ | 4,693 | $ | 4,249 | |||||
Other accrued liabilities | ||||||||
Sales and value-added taxes payable | $ | 1,016 | $ | 889 | ||||
Other | 753 | 742 | ||||||
$ | 1,769 | $ | 1,631 | |||||
Business_Segments_and_Major_Cu
Business Segments and Major Customers | 6 Months Ended | ||||||||||||||||
Jun. 28, 2014 | |||||||||||||||||
Business Segments And Major Customers [Abstract] | ' | ||||||||||||||||
Business Segments And Major Customers [Text Block] | ' | ||||||||||||||||
6. Business Segments and Major Customers | |||||||||||||||||
In the first quarter of fiscal year 2014, the Company was internally reorganized to better align the Company’s go-to-market and service delivery capabilities and to maximize opportunities in serving telecommunications, media and technology customers. The three former operating segments within North America (North America Cable and Broadband, North America Telecom and Strategy) were integrated into one operating segment. The EMEA segment is a single reportable, operating segment. In addition, beginning in the first quarter of fiscal year 2014 management of the Company’s United Kingdom strategy practice has been moved from the United States to London and is reflected in the EMEA segment. As a result of this internal realignment, corresponding segment information for prior periods has been restated to conform to the current reportable segment presentation. | |||||||||||||||||
The Company identifies its segments based on the way management organizes the Company to assess performance and make operating decisions regarding the allocation of resources. In accordance with the criteria in FASB ASC 280 "Segment Reporting," the Company has concluded it has three reportable segments: the North America segment, the EMEA segment and the Strategic Alliances segment. The North America and EMEA segments are both single reportable, operating segments that encompass the Company’s operational, technology and software consulting services inside of North America and outside of North America, respectively. Both reportable segments offer management consulting, custom developed software, and technical services. The Strategic Alliances reportable segment is a single, reportable segment that includes the Company’s world-wide commercial activities undertaken with third party service or solutions providers. | |||||||||||||||||
Management evaluates segment performance based upon income (loss) from operations, excluding share-based compensation (benefits), depreciation and intangibles amortization. There were no inter-segment revenues during the thirteen and twenty-six weeks ended June 28, 2014 or June 29, 2013. In addition, in its administrative division, entitled “Not Allocated to Segments,” the Company accounts for non-operating activity and the costs of providing corporate and other administrative services to all the segments. Summarized financial information concerning the Company’s reportable segments is shown in the following table (amounts in thousands): | |||||||||||||||||
North America | EMEA | Strategic | Not | Total | |||||||||||||
Alliances | Allocated | ||||||||||||||||
to | |||||||||||||||||
Segments | |||||||||||||||||
As of and for the twenty-six weeks ended June 28, 2014: | |||||||||||||||||
Revenues | $ | 16,234 | $ | 17,423 | $ | 33,657 | |||||||||||
Income (loss) from operations | 3,975 | 3,321 | $ | -522 | $ | -8,215 | -1,441 | ||||||||||
Total assets | $ | 5,853 | $ | 10,063 | $ | 757 | $ | 31,275 | $ | 47,948 | |||||||
For the thirteen weeks ended June 28, 2014: | |||||||||||||||||
Revenues | $ | 8,260 | $ | 9,160 | $ | 17,420 | |||||||||||
Income (loss) from operations | 2,196 | 1,744 | $ | -377 | $ | -5,012 | -1,449 | ||||||||||
As of the fiscal year ended December 28, 2013 | |||||||||||||||||
Total assets | $ | 4,522 | $ | 7,194 | $ | 25,108 | $ | 36,824 | |||||||||
As of and for the twenty-six weeks ended June 29, 2013: | |||||||||||||||||
Revenues | $ | 17,393 | $ | 10,654 | $ | 28,047 | |||||||||||
Income (loss) from operations | 4,178 | 2,177 | $ | -247 | $ | -6,680 | -572 | ||||||||||
Total assets | $ | 6,821 | $ | 5,281 | $ | 21,718 | $ | 33,820 | |||||||||
For the thirteen weeks ended June 29, 2013: | |||||||||||||||||
Revenues | $ | 8,601 | $ | 5,436 | $ | 14,037 | |||||||||||
Income (loss) from operations | 2,052 | 1,197 | $ | -120 | $ | -3,563 | -434 | ||||||||||
Segment assets, regularly reviewed by management as part of its overall assessment of the segments’ performance, include both billed and unbilled trade accounts receivable, net of allowances, and certain other assets, if applicable. Assets not assigned to segments include cash and cash equivalents, current and non-current investments, property and equipment, goodwill and intangible assets and deferred tax assets, excluding deferred tax assets recognized on accounts receivable reserves, which are assigned to their segments. | |||||||||||||||||
In accordance with the provisions of FASB ASC 280-10, revenues earned in the United States and internationally based on the location where the services are performed are shown in the following table (amounts in thousands): | |||||||||||||||||
For the Thirteen Weeks | For the Twenty-six Weeks | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 28, | June 29, | June 28, | June 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 8,198 | $ | 8,580 | $ | 16,024 | $ | 17,491 | |||||||||
International: | |||||||||||||||||
United Kingdom | 8,540 | 5,032 | 16,295 | 9,391 | |||||||||||||
Other | 682 | 425 | 1,338 | 1,165 | |||||||||||||
Total | $ | 17,420 | $ | 14,037 | $ | 33,657 | $ | 28,047 | |||||||||
Major customers in terms of significance to Cartesian’s revenues (i.e. in excess of 10% of revenues) and accounts receivable were as follows (amounts in thousands): | |||||||||||||||||
Revenues | |||||||||||||||||
For the twenty-six weeks | For the twenty-six weeks | ||||||||||||||||
ended June 28, 2014 | ended June 29, 2013 | ||||||||||||||||
North | EMEA | North | EMEA | ||||||||||||||
America | America | ||||||||||||||||
Customer A | $ | 11,746 | $ | 3,963 | |||||||||||||
Customer B | $ | 5,832 | $ | 6,556 | |||||||||||||
Customer C | $ | 2,388 | $ | 3,678 | |||||||||||||
Revenues | |||||||||||||||||
For the thirteen weeks | For the thirteen weeks | ||||||||||||||||
ended June 28, 2014 | ended June 29, 2013 | ||||||||||||||||
North | EMEA | North | EMEA | ||||||||||||||
America | America | ||||||||||||||||
Customer A | $ | 6,042 | $ | 2,425 | |||||||||||||
Customer B | $ | 3,002 | $ | 3,197 | |||||||||||||
Customer C | $ | 1,138 | $ | 1,845 | |||||||||||||
Accounts Receivable | |||||||||||||||||
As of | As of | ||||||||||||||||
June 28, | June 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Customer A | $ | 6,873 | $ | 2,007 | |||||||||||||
Customer B | $ | 2,218 | $ | 2,082 | |||||||||||||
Customer C | $ | 614 | $ | 2,043 | |||||||||||||
Revenues from the Company’s ten most significant customers accounted for approximately 83.0% and 83.9% of revenues during the thirteen and twenty-six weeks ended June 28, 2014, respectively. Revenues from the Company’s ten most significant customers accounted for approximately 84.8% and 84.4% of revenues during the thirteen and twenty-six weeks ended June 29, 2013, respectively. | |||||||||||||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 28, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
7. Income Taxes | |
During the thirteen weeks ended June 28, 2014, the Company recorded an income tax benefit of $1,553,000 while an income tax provision of $23,000 was recognized for the thirteen weeks ended June 29, 2013. During the twenty-six weeks ended June 28, 2014, the Company recorded an income tax benefit of $1,524,000 while an income tax provision of $39,000 was recognized for the twenty-six weeks ended June 29, 2013. The income tax benefits for both the thirteen and twenty-six weeks ended June 28, 2014 is primarily due to a $1,582,000 benefit recognized in connection with the release of the valuation allowance on the Company’s international deferred income tax assets partially offset by deferred taxes recognized on goodwill amortized for income tax purposes but not for financial reporting purposes. The tax provisions for both the thirteen and twenty-six weeks ended June 29, 2013 are due to deferred taxes recognized on goodwill amortized for income tax purposes but not for financial reporting purposes. | |
The Company has reserved all of its domestic net deferred tax assets as of June 28, 2014 and all of its domestic and international net deferred tax assets as of December 28, 2013 with a valuation allowance in accordance with the provisions of FASB ASC 740, “Income Taxes," which requires an estimation of the recoverability of the recorded income tax asset balances. As of June 28, 2014, the Company has recorded $31.5 million of valuation allowances attributable to its domestic net deferred tax assets. | |
Beginning in the third quarter of 2009, the Company maintained a full valuation allowance against both its domestic and international deferred tax assets, having determined it was more likely than not that the deferred tax assets would not be realized. The determination of recording and releasing valuation allowances against deferred tax assets is made, in part, pursuant to the Company’s assessment as to whether it is more likely than not that the Company will generate sufficient future taxable income against which benefits of the deferred tax assets may or may not be realized. Significant judgment is required in making estimates regarding the Company’s ability to generate income in future periods. The Company continued to maintain full valuation allowances on its domestic and international deferred tax assets through the first quarter of 2014 as there was insufficient positive evidence to overcome the substantial negative evidence of cumulative losses in periods preceding 2014. | |
In the second quarter of 2014, the Company reached the conclusion that it was appropriate to release the valuation allowance reserves against its international deferred tax assets due to the sustained positive operating performance of its UK operations and the availability of expected future taxable income. The Company achieved a cumulative three-year positive pre-tax book income position within its UK operations. The Company also considered forecasts of future operating results and utilization of its UK net operating losses, which do not expire. As a result, the Company recorded a $1.6 million reversal of its deferred tax asset valuation allowance reserves in the second quarter of 2014 after determining it was more likely than not that its international deferred tax assets would be realized. However, as mentioned above, a full valuation allowance remains in place for the Company’s domestic deferred tax assets at June 28, 2014. | |
The Company analyzes its uncertain tax positions pursuant to the provisions of FASB ASC 740 “Income Taxes.” There was no material activity related to the liability for uncertain tax positions during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013, and the Company has determined it does not have any material uncertain tax positions requiring reserves at June 28, 2014. | |
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and in various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2000. As of June 28, 2014, the Company has no income tax examinations in process. | |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 28, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
8. Commitments and Contingencies | |
On January 10, 2012, Richard P. Nespola, the Company’s former chief executive officer, former chairman of the board and a former member of the Company’s Board of Directors, filed an action, Richard P. Nespola v. The Management Network Group, Inc., against the Company with the American Arbitration Association. In the action, Mr. Nespola claimed, among other things, that the Company breached his employment agreement and an implied covenant of good faith and fair dealing by: (i) improperly deciding not to renew his employment agreement, and (ii) subsequently deciding to terminate his employment for cause. | |
On March 3, 2014, the arbitrator issued a first interim award in this matter, finding that Mr. Nespola's employment was terminated without cause and that Mr. Nespola is entitled to severance under his employment agreement. Based on the first interim ruling, the Company recorded a liability of $1.5 million for contractual severance at December 28, 2013 related to this action. | |
On July 14, 2014, the arbitrator issued a second interim award in this matter, finding that Mr. Nespola was entitled to: (1) a severance benefits award of $1,468,584; (2) attorneys’ fees and costs; and (3) pre-judgment interest. In the third phase of the proceedings, the arbitrator will determine the amount of Mr. Nespola’s award for (i) attorneys’ fees and costs; and (ii) pre-judgment interest. Based on the second interim award, the Company believes it is probable that a liability exists for attorneys’ fees and costs and pre-judgment interest. During the 13-weeks ended June 28, 2014, the Company recorded an additional liability of $1.4 million related to attorneys’ fees and costs and pre-judgment interest. As of June 28, 2014, the Company has recorded a liability of $2.9 million in Accrued Severance Liability and Related Costs on the Consolidated Balance Sheet for the amount of severance, attorneys’ fees and costs, and pre-judgment interest which will likely be payable pursuant to the first and second interim awards. The amount of attorneys’ fees and costs and pre-judgment interest that may be awarded by the arbitrator could be materially higher than the liability recorded for such items. We cannot currently estimate the range of reasonably possible loss in excess of the accrual. | |
In addition, the Company may become involved in various legal and administrative actions arising in the normal course of business. These could include actions brought by taxing authorities challenging the employment status of consultants utilized by the Company. In addition, future customer bankruptcies could result in additional claims on collected balances for professional services near the bankruptcy filing date. The resolution of any of such actions, claims, or the matters described above may have an impact on the financial results for the period in which they occur. | |
Common_Stock_Repurchase_Progra
Common Stock Repurchase Program | 6 Months Ended |
Jun. 28, 2014 | |
Common Stock Repurchase [Abstract] | ' |
Common Stock Repurchase [Text Block] | ' |
9. Common Stock Repurchase Program | |
On February 27, 2014, the Company announced that its Board of Directors had approved a common stock repurchase program under which the Company may repurchase up to $2 million of Company common stock through June 30, 2015. Under the program, repurchases may be made by the Company from time to time in the open market or through privately negotiated transactions depending on market conditions, share price and other factors. The stock repurchase program may be modified or discontinued at any time by the Board of Directors. The Company expects to fund repurchases through cash on hand, future cash flow from operations and future borrowings. In order to facilitate repurchases, the Company entered into a Rule 10b5-1 plan, which permits stock repurchases when the Company might otherwise be precluded from doing so under insider trading laws or because of self-imposed trading blackout periods. As of June 28, 2014, no stock repurchases have been made under this plan. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 28, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
10. Subsequent Events | |
Arbitration with Former Executive | |
As previously disclosed, Richard P. Nespola, the Company’s former chief executive officer, former chairman of the board and a former member of the Company’s Board of Directors, filed an action Richard P. Nespola v. The Management Network Group, Inc., against the Company with the American Arbitration Association. As previously disclosed, on March 3, 2014, the arbitrator issued a first interim award in this matter, finding that Mr. Nespola's employment was terminated without cause and that Mr. Nespola is entitled to severance under his employment agreement. | |
On July 14, 2014, the arbitrator issued a second interim award in this matter, finding that Mr. Nespola was entitled to: (1) a severance benefits award of $1,468,584; (2) attorneys’ fees and costs; and (3) pre-judgment interest. In the third phase of the proceedings, the arbitrator will determine the amount of Mr. Nespola’s award for (i) attorneys’ fees and costs; and (ii) pre-judgment interest. Based on the interim rulings, the Company believes it is probable that a liability for contractual severance, attorneys' fees and costs, and pre-judgment interest exists at June 28, 2014 related to this action. We have recorded a liability of $2.9 million for the amounts which may be payable as a result of the arbitration proceedings. The Company has recorded a liability of $2.9 million in Accrued Severance Liability and Related Costs such on the Consolidated Balance Sheet as of June 28, 2014, for the amount of severance and related costs which will likely be payable under the terms of Mr. Nespola’s employment agreement. The amount of attorneys’ fees and costs and pre-judgment interest that may be awarded by the arbitrator could be materially higher than the liability of $1.4 million recorded for such items. See Note 8, Commitments and Contingencies. | |
Basis_of_Reporting_Policies
Basis of Reporting (Policies) | 6 Months Ended | ||||||||||
Jun. 28, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||
Revenue Recognition - The Company recognizes revenue from time and materials consulting contracts in the period in which its services are performed. In addition to time and materials contracts, the Company also has fixed fee contracts. The Company recognizes revenues on milestone or deliverables-based fixed fee contracts and time and materials contracts not to exceed contract price using the percentage of completion-like method described by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-35,"Revenue Recognition - Construction-Type and Production-Type Contracts." For fixed fee contracts where services are not based on providing deliverables or achieving milestones, the Company recognizes revenue on a straight-line basis over the period during which such services are expected to be performed. In connection with some fixed fee contracts, the Company may receive payments from customers that exceed revenues up to that point in time. The Company records the excess of receipts from customers over recognized revenue as deferred revenue. Deferred revenue is classified as a current liability to the extent it is expected to be earned within twelve months from the date of the balance sheet. | |||||||||||
The FASB ASC 605-35 percentage-of-completion-like methodology involves recognizing revenue using the percentage of services completed, on a current cumulative cost to total cost basis, using a reasonably consistent profit margin over the period. Due to the longer term nature of these projects, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed, and the impact of delayed performance. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, the Company revises its cost and revenue estimates, which may result in increases or decreases in revenues and costs, and such revisions are reflected in income in the period in which the facts that give rise to that revision become known. | |||||||||||
The Company develops, installs and supports customer software in addition to the provision of traditional consulting services. The Company recognizes revenue in connection with its software sales agreements under ASC 985-605, utilizing the percentage of completion-like method described in ASC 605- 35. These agreements include software right-to-use licenses ("RTU's") and related customization and implementation services. Due to the long-term nature of the software implementation and the extensive software customization based on normal customer specific requirements, both the RTU’s and implementation services are treated as a single element for revenue recognition purposes. | |||||||||||
In addition to the professional services related to the customization and implementation of its software, the Company may also provide post-contract support ("PCS") services, including technical support and maintenance services as well as other professional services not essential to the functionality of the software. For those contracts that include PCS service arrangements which are not essential to the functionality of the software solution, the Company separates the FASB ASC 605-35 software services and PCS services utilizing the multiple-element arrangement model prescribed by FASB ASC 605-25, "Revenue Recognition - Multiple-Element Arrangements". FASB ASC 605-25 addresses the accounting treatment for an arrangement to provide the delivery or performance of multiple products and/or services where the delivery of a product or system or performance of services may occur at different points in time or over different periods of time. The Company utilizes FASB ASC 605-25 to separate the PCS service elements and allocate total contract consideration to the contract elements based on the relative fair value of those elements utilizing PCS renewal terms as evidence of fair value. Revenues from PCS services are recognized ratably on a straight-line basis over the term of the support and maintenance agreement. | |||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||||
Fair Value Measurement - The Company utilizes the methods of fair value measurement as described in FASB ASC 820, “Fair Value Measurements” to value its financial assets and liabilities, including the financial instruments issued in the transaction described in Note 2, Strategic Alliance and Investment by Elutions, Inc. As defined in FASB ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, FASB ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: | |||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. | |||||||||||
Managed Services Implementation Revenues and Costs [Policy Text Block] | ' | ||||||||||
Managed Services Implementation Revenues and Costs - Managed service arrangements provide for the delivery of a software or technology based solution to clients over a period of time without the transfer of a license or a software sale to the customer. For long-term managed service agreements, implementation efforts are often necessary to develop the software utilized to deliver the managed service. Costs of such implementation efforts may include internal and external costs for coding or customizing systems and costs for conversion of client data. The Company may invoice its clients for implementation fees at the go-live date of the underlying software. Lump sum implementation fees received from clients are initially deferred and recognized on a pro-rata basis as services are provided. Specific, incremental and direct costs of implementation incurred prior to the services going live are deferred pursuant to FASB ASC 605-35-25 and amortized over the period that the related ongoing services revenue is recognized to the extent that the Company believes the recoverability of the costs from the contract is probable. If a client terminates a managed services arrangement prior to the end of the contract, a loss on the contract may be recorded, if applicable, and any remaining deferred implementation revenues and costs would then be recognized into earnings generally over the remaining service period through the termination date. During the thirteen and twenty-six weeks ended June 28, 2014, implementation costs of $79,000 and $229,000 related to managed services contracts were deferred. No implementation costs related to managed services contracts were deferred during the thirteen and twenty-six weeks ended June 29, 2013. | |||||||||||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | ||||||||||
Research and Development and Software Development Costs - During the thirteen and twenty-six weeks ended June 28, 2014, software development costs of $360,000 and $564,000, respectively, were expensed as incurred. During the thirteen and twenty-six weeks ended June 29, 2013, software development costs of $119,000 and $314,000, respectively, were expensed as incurred. No software development costs were capitalized during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013. | |||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||||||
Foreign Currency Transactions and Translation - Cartesian Limited and the international operations of Cambridge Strategic Management Group, Inc. conduct business primarily denominated in their respective local currency, which is their functional currency. Assets and liabilities have been translated to U.S. dollars at the period-end exchange rates. Revenues and expenses have been translated at exchange rates which approximate the average of the rates prevailing during each period. Translation adjustments are reported as a separate component of other comprehensive income (loss) in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Accumulated other comprehensive loss resulting from foreign currency translation adjustments totaled $3.4 million and $3.8 million as of June 28, 2014 and December 28, 2013, respectively, and is included in Total Stockholders’ Equity in the Condensed Consolidated Balance Sheets. Assets and liabilities denominated in other than the functional currency of a subsidiary are re-measured at rates of exchange on the balance sheet date. Resulting gains and losses on foreign currency transactions are included in the Company’s results of operations. Realized and unrealized exchange gains and losses included in the results of operations were not significant during the thirteen and twenty-six weeks ended June 28, 2014 and June 29, 2013. | |||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||
Earnings (Loss) Per Share - The Company calculates and presents earnings (loss) per share using a dual presentation of basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding excludes treasury shares held by the Company. Diluted earnings (loss) per share is computed in the same manner except that the weighted average number of shares is increased for dilutive securities. The following table illustrates the computation of basic and diluted EPS for the thirteen weeks ended June 28, 2014. | |||||||||||
For the Thirteen Weeks Ended June 28, 2014 | |||||||||||
Income (Numerator) | Shares | Per-Share | |||||||||
(Denominator) | Amount | ||||||||||
Basic EPS | |||||||||||
Net income available to common stockholders | $ | 87,000 | 7,899,000 | $ | 0.01 | ||||||
Effect of Dilutive Securities | |||||||||||
Warrants | - | 210,000 | |||||||||
Stock Options | - | 5,000 | |||||||||
Non-vested shares | - | 26,000 | |||||||||
Diluted EPS | |||||||||||
Income available to common stockholders | $ | 87,000 | 8,140,000 | $ | 0.01 | ||||||
In accordance with the provisions of FASB ASC 260, "Earnings per Share," the Company uses the treasury stock method for calculating the dilutive effect of employee stock options, non-vested shares and warrants. The employee stock options, non-vested shares and warrants will have a dilutive effect under the treasury stock method only when average market value of the underlying Company common stock during the respective period exceeds the assumed proceeds. For share-based payment awards with a performance condition, the Company must first use the guidance on contingently issuable shares in FASB ASC 260-10 to determine whether the awards should be included in the computation of diluted earnings per share for the reporting period. For all non-vested performance-based awards, the Company determines the number of shares, if any, that would be issuable at the end of the reporting period if the end of the reporting period were the end of the contingency period. In applying the treasury stock method, assumed proceeds include the amount, if any, the employee must pay upon exercise, the amount of compensation cost for future services that the Company has not yet recognized, and the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the options and the vesting of non-vested shares. The Company has excluded the effect of 308,403 stock options in the calculation of diluted income per share for the thirteen weeks ended June 28, 2014 as the effect would have been anti-dilutive. For the twenty-six weeks ended June 28, 2014 and the thirteen and twenty-six weeks ended June 29, 2013, the Company has not included the effect of stock options and non-vested shares in the calculation of diluted loss per share as it reported a net loss for these periods and the effect would have been anti-dilutive. | |||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||
Recent Accounting Pronouncements - In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“FASB ASU 2014-09”). This standard update clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards. The standard update intends to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; and provide more useful information to users of financial statements through improved disclosure requirements. Upon adoption of this standard update, we expect that the allocation and timing of revenue recognition will be impacted. The provisions of FASB ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and are to be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early application is not permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. | |||||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation—Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“FASB ASU 2014-12”). The standard update resolves the diverse accounting treatment for these share-based payments by requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The provisions of FASB ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. | |||||||||||
Basis_of_Reporting_Tables
Basis of Reporting (Tables) | 6 Months Ended | ||||||||||
Jun. 28, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||
The following table illustrates the computation of basic and diluted EPS for the thirteen weeks ended June 28, 2014. | |||||||||||
For the Thirteen Weeks Ended June 28, 2014 | |||||||||||
Income (Numerator) | Shares | Per-Share | |||||||||
(Denominator) | Amount | ||||||||||
Basic EPS | |||||||||||
Net income available to common stockholders | $ | 87,000 | 7,899,000 | $ | 0.01 | ||||||
Effect of Dilutive Securities | |||||||||||
Warrants | - | 210,000 | |||||||||
Stock Options | - | 5,000 | |||||||||
Non-vested shares | - | 26,000 | |||||||||
Diluted EPS | |||||||||||
Income available to common stockholders | $ | 87,000 | 8,140,000 | $ | 0.01 | ||||||
Strategic_Alliance_and_Investm1
Strategic Alliance and Investment by Elutions, Inc. (Tables) | 6 Months Ended | |||||||||||||
Jun. 28, 2014 | ||||||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||||||
Schedule Of Fair Value Instrument [Table Text Block] | ' | |||||||||||||
The Company measured the fair value of the instruments issued in the transaction as of the closing date, March 18, 2014, as follows: | ||||||||||||||
Fair value of Promissory Note | $ | 3,181,000 | ||||||||||||
Fair value of the Holder Redemption Option | 277,000 | |||||||||||||
Fair value of shares issued | 2,622,000 | |||||||||||||
Fair value of Tracking Warrant | 1,259,000 | |||||||||||||
Total fair value of consideration given | $ | 7,339,000 | ||||||||||||
Schedule Of Fair Value Assumptions And Methodology [Table Text Block] | ' | |||||||||||||
The following table sets forth the Level 3 inputs to the binomial lattice model that were used to determine the fair value of the Note, the Holder Redemption Option, and the Tracking Warrant: | ||||||||||||||
June 28, | Issuance Date | |||||||||||||
2014 | ||||||||||||||
Common stock price | $ | 4.28 | $ | 4.3 | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Exercise price of Tracking Warrant | $ | 3.28 | $ | 3.28 | ||||||||||
Expected term | 2.5 years | 2.5 years | ||||||||||||
Risk-free interest rate | 1.5 | % | 1.6 | % | ||||||||||
Estimated stock volatility | 45 | % | 35.4 | % | ||||||||||
Schedule Of Fair Value Instrument Allocation [Table Text Block] | ' | |||||||||||||
The proceeds from the transaction were $5,269,000 and were allocated to the instruments as reflected in the table below. The proceeds were allocated to the Holder Redemption Option and the Tracking Warrant based on the fair values of the liabilities. The remaining fair value was allocated to the Note and the shares issued based on their relative fair values. | ||||||||||||||
Embedded Holder Redemption Option derivative liability | $ | 277,000 | ||||||||||||
Tracking Warrant liability | 1,259,000 | |||||||||||||
Total proceeds allocated to liabilities based on fair values | $ | 1,536,000 | ||||||||||||
Promissory Note | $ | 2,004,000 | ||||||||||||
Shares issued | 1,729,000 | |||||||||||||
Total proceeds allocated based on relative fair values | $ | 3,733,000 | ||||||||||||
Total proceeds allocated | $ | 5,269,000 | ||||||||||||
Schedule Of Fair Value Instrument Debt Discount [Table Text Block] | ' | |||||||||||||
There was a debt discount as a result of the relative fair values of the instruments and the allocation of proceeds to the instruments and derivative. | ||||||||||||||
Face amount of Promissory Note | $ | 3,269,000 | ||||||||||||
Proceeds allocated to Promissory Note | 2,004,000 | |||||||||||||
Debt discount | $ | 1,265,000 | ||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
As of June 28, 2014, liabilities recorded at fair value on a recurring basis consist of the following (in thousands): | ||||||||||||||
Quoted prices in | Significant other | Significant other | ||||||||||||
active markets | observable inputs | unobservable inputs | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
Holder Redemption Option | $ | 385 | - | - | $ | 385 | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||||||
The following table summarizes changes to the fair value of the Tracking Warrant and Holder Redemption Option, which are Level 3 liabilities (in thousands): | ||||||||||||||
Tracking | Holder | Total | ||||||||||||
Warrant | Redemption | |||||||||||||
Options | ||||||||||||||
Fair value at Closing, March 18, 2014 | $ | 1,259 | $ | 277 | $ | 1,536 | ||||||||
Total unrealized (gains) losses included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | -219 | 108 | -111 | |||||||||||
Conversion of Tracking Warrant to equity award | -1,040 | - | -1,040 | |||||||||||
Fair value at June 28, 2014 | $ | - | $ | 385 | $ | 385 | ||||||||
Goodwill_and_LongLived_Assets_
Goodwill and Long-Lived Assets (Tables) | 6 Months Ended | ||||||||||
Jun. 28, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||
The changes in the carrying amount of goodwill for the twenty-six weeks ended June 28, 2014 are as follows (in thousands): | |||||||||||
North | |||||||||||
America | EMEA | Total | |||||||||
Balance as of December 28, 2013 | $ | 3,947 | $ | 4,278 | $ | 8,225 | |||||
Changes in foreign currency exchange rates | - | 162 | 162 | ||||||||
Balance as of June 28, 2014 | $ | 3,947 | $ | 4,440 | $ | 8,387 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | |||||||
Jun. 28, 2014 | ||||||||
Equity Incentive Plan 1998 [Member] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||
A summary of the option activity under the Company's Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Shares | Weighted | |||||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Outstanding at December 28, 2013 | 265,093 | $ | 10.5 | |||||
Granted | 70,000 | $ | 3.98 | |||||
Forfeited/cancelled | -31,790 | $ | 10.62 | |||||
Outstanding at June 28, 2014 | 303,303 | $ | 8.98 | |||||
Options vested and expected to vest at June 28, 2014 | 288,803 | $ | 9.23 | |||||
Options exercisable at June 28, 2014 | 233,303 | $ | 10.48 | |||||
Service Based Non vested Share Awards [Member] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | |||||||
Service-Based Non-vested Share Awards - A summary of the status of service-based non-vested share awards issued under the Company’s Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value per | |||||||
share | ||||||||
Outstanding at December 28, 2013 | - | $ | - | |||||
Granted | 81,000 | $ | 3.93 | |||||
Outstanding at June 28, 2014 | 81,000 | $ | 3.93 | |||||
Performance Based Non vested Share Awards [Member] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | |||||||
Performance-Based Non-vested Share Awards - A summary of the status of performance-based non-vested share awards issued under the Company’s Amended and Restated 1998 Equity Incentive Plan, as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Shares | Fair Value per | |||||||
share | ||||||||
Outstanding at December 28, 2013 | 800,000 | $ | 3.14 | |||||
Granted | 40,000 | $ | 3.93 | |||||
Vested | -79,042 | $ | 3.14 | |||||
Outstanding at June 28, 2014 | 760,958 | $ | 3.18 | |||||
Supplemental Stock Plan 2000 [Member] | ' | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||
A summary of the option activity under the Company's 2000 Supplemental Stock Plan (the "Supplemental Stock Plan") as of June 28, 2014 and changes during the twenty-six weeks then ended is presented below: | ||||||||
Shares | Weighted | |||||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Outstanding at December 28, 2013 | 82,600 | $ | 11.33 | |||||
Forfeited/cancelled | - | - | ||||||
Outstanding at June 28, 2014 | 82,600 | $ | 11.33 | |||||
Options vested and exercisable at June 28, 2014 | 82,600 | $ | 11.33 | |||||
Supplemental_Balance_Sheet_Inf1
Supplemental Balance Sheet Information (Tables) | 6 Months Ended | |||||||
Jun. 28, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued payroll, bonuses and related expenses and Other accrued liabilities consist of the following (amounts in thousands): | ||||||||
June 28, 2014 | December 28, 2013 | |||||||
Accrued payroll, bonuses and related expenses | ||||||||
Accrued payroll | $ | 1,533 | $ | 1,308 | ||||
Accrued bonuses | 1,698 | 1,774 | ||||||
Accrued payroll taxes | 566 | 580 | ||||||
Other | 896 | 587 | ||||||
$ | 4,693 | $ | 4,249 | |||||
Other accrued liabilities | ||||||||
Sales and value-added taxes payable | $ | 1,016 | $ | 889 | ||||
Other | 753 | 742 | ||||||
$ | 1,769 | $ | 1,631 | |||||
Business_Segments_and_Major_Cu1
Business Segments and Major Customers (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 28, 2014 | |||||||||||||||||
Business Segments And Major Customers [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Summarized financial information concerning the Company’s reportable segments is shown in the following table (amounts in thousands): | |||||||||||||||||
North America | EMEA | Strategic | Not | Total | |||||||||||||
Alliances | Allocated | ||||||||||||||||
to | |||||||||||||||||
Segments | |||||||||||||||||
As of and for the twenty-six weeks ended June 28, 2014: | |||||||||||||||||
Revenues | $ | 16,234 | $ | 17,423 | $ | 33,657 | |||||||||||
Income (loss) from operations | 3,975 | 3,321 | $ | -522 | $ | -8,215 | -1,441 | ||||||||||
Total assets | $ | 5,853 | $ | 10,063 | $ | 757 | $ | 31,275 | $ | 47,948 | |||||||
For the thirteen weeks ended June 28, 2014: | |||||||||||||||||
Revenues | $ | 8,260 | $ | 9,160 | $ | 17,420 | |||||||||||
Income (loss) from operations | 2,196 | 1,744 | $ | -377 | $ | -5,012 | -1,449 | ||||||||||
As of the fiscal year ended December 28, 2013 | |||||||||||||||||
Total assets | $ | 4,522 | $ | 7,194 | $ | 25,108 | $ | 36,824 | |||||||||
As of and for the twenty-six weeks ended June 29, 2013: | |||||||||||||||||
Revenues | $ | 17,393 | $ | 10,654 | $ | 28,047 | |||||||||||
Income (loss) from operations | 4,178 | 2,177 | $ | -247 | $ | -6,680 | -572 | ||||||||||
Total assets | $ | 6,821 | $ | 5,281 | $ | 21,718 | $ | 33,820 | |||||||||
For the thirteen weeks ended June 29, 2013: | |||||||||||||||||
Revenues | $ | 8,601 | $ | 5,436 | $ | 14,037 | |||||||||||
Income (loss) from operations | 2,052 | 1,197 | $ | -120 | $ | -3,563 | -434 | ||||||||||
Schedule of Revenue from External Customers by Geographical Areas [Table Text Block] | ' | ||||||||||||||||
In accordance with the provisions of FASB ASC 280-10, revenues earned in the United States and internationally based on the location where the services are performed are shown in the following table (amounts in thousands): | |||||||||||||||||
For the Thirteen Weeks | For the Twenty-six Weeks | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 28, | June 29, | June 28, | June 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 8,198 | $ | 8,580 | $ | 16,024 | $ | 17,491 | |||||||||
International: | |||||||||||||||||
United Kingdom | 8,540 | 5,032 | 16,295 | 9,391 | |||||||||||||
Other | 682 | 425 | 1,338 | 1,165 | |||||||||||||
Total | $ | 17,420 | $ | 14,037 | $ | 33,657 | $ | 28,047 | |||||||||
Schedule of Revenue and Accounts Receivable by Major Customers by Reporting Segments [Table Text Block] | ' | ||||||||||||||||
Major customers in terms of significance to Cartesian’s revenues (i.e. in excess of 10% of revenues) and accounts receivable were as follows (amounts in thousands): | |||||||||||||||||
Revenues | |||||||||||||||||
For the twenty-six weeks | For the twenty-six weeks | ||||||||||||||||
ended June 28, 2014 | ended June 29, 2013 | ||||||||||||||||
North | EMEA | North | EMEA | ||||||||||||||
America | America | ||||||||||||||||
Customer A | $ | 11,746 | $ | 3,963 | |||||||||||||
Customer B | $ | 5,832 | $ | 6,556 | |||||||||||||
Customer C | $ | 2,388 | $ | 3,678 | |||||||||||||
Revenues | |||||||||||||||||
For the thirteen weeks | For the thirteen weeks | ||||||||||||||||
ended June 28, 2014 | ended June 29, 2013 | ||||||||||||||||
North | EMEA | North | EMEA | ||||||||||||||
America | America | ||||||||||||||||
Customer A | $ | 6,042 | $ | 2,425 | |||||||||||||
Customer B | $ | 3,002 | $ | 3,197 | |||||||||||||
Customer C | $ | 1,138 | $ | 1,845 | |||||||||||||
Accounts Receivable | |||||||||||||||||
As of | As of | ||||||||||||||||
June 28, | June 29, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Customer A | $ | 6,873 | $ | 2,007 | |||||||||||||
Customer B | $ | 2,218 | $ | 2,082 | |||||||||||||
Customer C | $ | 614 | $ | 2,043 | |||||||||||||
Basis_of_Reporting_Details
Basis of Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | |
Basic EPS | ' | ' | ' | ' |
Net income available to common stockholders, Income (Numerator) | $87,000 | ' | ' | ' |
Net income available to common stockholders, Shares (Denominator) | 7,899,000 | 7,126,000 | 7,606,000 | 7,122,000 |
Net income available to common stockholders, Per Share Amount | $0.01 | ($0.06) | ($0.20) | ($0.09) |
Diluted EPS | ' | ' | ' | ' |
Income available to common stockholders, Income (Numerator) | $87,000 | ' | ' | ' |
Income available to common stockholders Shares (Denominator) | 8,140,000 | 7,126,000 | 7,606,000 | 7,122,000 |
Income available to common stockholders, Per Share Amount | $0.01 | ($0.06) | ($0.20) | ($0.09) |
Stock Option [Member] | ' | ' | ' | ' |
Effect of Dilutive Securities | ' | ' | ' | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment | 5,000 | ' | ' | ' |
Non Vested Shares [Member] | ' | ' | ' | ' |
Effect of Dilutive Securities | ' | ' | ' | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment | 26,000 | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' |
Effect of Dilutive Securities | ' | ' | ' | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment | 210,000 | ' | ' | ' |
Basis_of_ReportingDetails_Text
Basis of Reporting(Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | Dec. 28, 2013 | |
Basis of Reporting [Line Items] | ' | ' | ' | ' | ' |
Implementation Costs | $79,000 | ' | $229,000 | ' | ' |
Software Development Costs | 360,000 | 119,000 | 564,000 | 314,000 | ' |
Foreign currency translation adjustment | $3,400,000 | ' | $3,400,000 | ' | $3,800,000 |
Stock Option [Member] | ' | ' | ' | ' | ' |
Basis of Reporting [Line Items] | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 308,403 | ' | ' | ' | ' |
Strategic_Alliance_and_Investm2
Strategic Alliance and Investment by Elutions, Inc. (Details) (USD $) | Jun. 28, 2014 |
Fair Value Instrument [Line Items] | ' |
Fair value of Promissory Note | $3,181,000 |
Fair value of the Holder Redemption Option | 277,000 |
Fair value of shares issued | 2,622,000 |
Fair value of Tracking Warrant | 1,259,000 |
Total fair value of consideration given | $7,339,000 |
Strategic_Alliance_and_Investm3
Strategic Alliance and Investment by Elutions, Inc. (Details 1) (Tracking Warrant [Member], USD $) | 6 Months Ended |
Jun. 28, 2014 | |
Fair Value Assumptions And Methodology [Line Items] | ' |
Common stock price | $4.28 |
Dividend yield | 0.00% |
Exercise price of Tracking Warrant | $3.28 |
Expected term | '2 years 6 months |
Risk-free interest rate | 1.50% |
Estimated stock volatility | 45.00% |
Issuance Date [Member] | ' |
Fair Value Assumptions And Methodology [Line Items] | ' |
Common stock price | $4.30 |
Dividend yield | 0.00% |
Exercise price of Tracking Warrant | $3.28 |
Expected term | '2 years 6 months |
Risk-free interest rate | 1.60% |
Estimated stock volatility | 35.40% |
Strategic_Alliance_and_Investm4
Strategic Alliance and Investment by Elutions, Inc. (Details 2) (USD $) | Jun. 28, 2014 |
Fair Value Instrument Allocation [Line Items] | ' |
Embedded Holder Redemption Option derivative liability | $277,000 |
Tracking Warrant liability | 1,259,000 |
Total proceeds allocated to liabilities based on fair values | 1,536,000 |
Promissory Note | 2,004,000 |
Shares issued | 1,729,000 |
Total proceeds allocated based on relative fair values | 3,733,000 |
Total proceeds allocated | $5,269,000 |
Strategic_Alliance_and_Investm5
Strategic Alliance and Investment by Elutions, Inc. (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2014 | Mar. 29, 2014 | Jun. 28, 2014 | Jun. 29, 2013 | |
Fair Value Instrument Debt Discount [Line Items] | ' | ' | ' | ' |
Debt discount | $0 | $1,265,000 | $1,265,000 | $0 |
Promissory Note [Member] | ' | ' | ' | ' |
Fair Value Instrument Debt Discount [Line Items] | ' | ' | ' | ' |
Face amount of Promissory Note | 3,269,000 | ' | 3,269,000 | ' |
Proceeds allocated to Promissory Note | 2,004,000 | ' | 2,004,000 | ' |
Debt discount | ' | ' | $1,265,000 | ' |
Strategic_Alliance_and_Investm6
Strategic Alliance and Investment by Elutions, Inc. (Details 4) (USD $) | Jun. 28, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Of Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Derivative Liability, Current | $385 | $0 |
Holder Redemption Option [Member] | ' | ' |
Fair Value Of Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Derivative Liability, Current | 385 | ' |
Holder Redemption Option [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value Of Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Derivative Liability, Current | 0 | ' |
Holder Redemption Option [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value Of Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Derivative Liability, Current | 0 | ' |
Holder Redemption Option [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value Of Liabilities Measured On Recurring Basis [Line Items] | ' | ' |
Derivative Liability, Current | $385 | ' |
Strategic_Alliance_and_Investm7
Strategic Alliance and Investment by Elutions, Inc. (Details 5) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 28, 2014 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Fair value at Closing, March 18, 2014 | $1,536 |
Total unrealized (gains) losses included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | -111 |
Conversion of Tracking Warrant to equity award | -1,040 |
Fair value at June 28, 2014 | 385 |
Tracking Warrant [Member] | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Fair value at Closing, March 18, 2014 | 1,259 |
Total unrealized (gains) losses included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | -219 |
Conversion of Tracking Warrant to equity award | -1,040 |
Fair value at June 28, 2014 | 0 |
Holder Redemption Option [Member] | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Fair value at Closing, March 18, 2014 | 277 |
Total unrealized (gains) losses included in Other Expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 108 |
Conversion of Tracking Warrant to equity award | 0 |
Fair value at June 28, 2014 | $385 |
Strategic_Alliance_and_Investm8
Strategic Alliance and Investment by Elutions, Inc. (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2014 | Mar. 29, 2014 | Jun. 28, 2014 | Jun. 29, 2013 | 8-May-14 | |
Strategic Alliance and Investment [Line Items] | ' | ' | ' | ' | ' |
Total Proceeds Allocated To Financial Instruments Issued | ' | ' | $5,269,000 | ' | ' |
Costs Related To Transaction | 120,000 | ' | 512,000 | ' | ' |
Transaction Costs Allocated To Liabilities | 82,000 | ' | 345,000 | ' | ' |
Transaction Costs Allocated To Equities | 38,000 | ' | 167,000 | ' | ' |
Amortization of Debt Discount (Premium) | 0 | 1,265,000 | 1,265,000 | 0 | ' |
Increase In Fair Value Of Holder Redemption Option Liabilities | 124,000 | ' | 108,000 | ' | ' |
Increase Decrease In Fair Value Of Tracking Warrant Option Liabilities | 252,000 | ' | ' | ' | ' |
Fair Value Of Tracking Warrant Reclassified From Liabilities To Stockholders' Equity | ' | ' | ' | ' | 1,000,000 |
Non Convertible Promissory Note [Member] | ' | ' | ' | ' | ' |
Strategic Alliance and Investment [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | 3,268,664 | ' | 3,268,664 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 7.83% | ' | 7.83% | ' | ' |
Debt Instrument Debt Default Interest Rate Percentage | ' | ' | 9.83% | ' | ' |
Debt Instrument, Maturity Date | ' | ' | 18-Mar-19 | ' | ' |
Tracking Warrant [Member] | Elutions, Inc [Member] | ' | ' | ' | ' | ' |
Strategic Alliance and Investment [Line Items] | ' | ' | ' | ' | ' |
Warrants Issued During Period Number Of Warrants | ' | ' | 996,544 | ' | ' |
Warrants Issued During Period Exercise Price | ' | ' | $3.28 | ' | ' |
Warrants Issued During Period Expiration Date | ' | ' | 18-Mar-20 | ' | ' |
Price Per Share Of Stock On Tracking Warrant | ' | ' | $5.50 | ' | ' |
Common Stock [Member] | Elutions, Inc [Member] | ' | ' | ' | ' | ' |
Strategic Alliance and Investment [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | 609,756 | ' | ' |
Shares Issued, Price Per Share | $3.28 | ' | $3.28 | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | $2,000,000 | ' | ' |
Incentive Warrant [Member] | Elutions, Inc [Member] | ' | ' | ' | ' | ' |
Strategic Alliance and Investment [Line Items] | ' | ' | ' | ' | ' |
Warrants Issued During Period Number Of Warrants | ' | ' | 3,400,000 | ' | ' |
Warrants Issued During Period Expiration Date | ' | ' | 18-Mar-20 | ' | ' |
Warrants Issued During Period Exercise Price Increases Per Year | ' | ' | $0.25 | ' | ' |
Warrants Issued During Period Exercise Price Minimum | ' | ' | $3.85 | ' | ' |
Warrant Issued During Period Exercise Price Maximum | ' | ' | $4.85 | ' | ' |
Goodwill_and_LongLived_Assets_1
Goodwill and Long-Lived Assets (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 28, 2014 |
Goodwill [Line Items] | ' |
Balance as of December 28, 2013 | $8,225 |
Changes in foreign currency exchange rates | 162 |
Balance as of June 28, 2014 | 8,387 |
North America [Member] | ' |
Goodwill [Line Items] | ' |
Balance as of December 28, 2013 | 3,947 |
Changes in foreign currency exchange rates | 0 |
Balance as of June 28, 2014 | 3,947 |
EMEA [Member] | ' |
Goodwill [Line Items] | ' |
Balance as of December 28, 2013 | 4,278 |
Changes in foreign currency exchange rates | 162 |
Balance as of June 28, 2014 | $4,440 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 6 Months Ended |
Jun. 28, 2014 | |
Equity Incentive Plan 1998 [Member] | ' |
Share Based Compensation Stock Options Activity [Line Items] | ' |
Shares, Outstanding at December 28, 2013 (in shares) | 265,093 |
Shares, Granted (in shares) | 70,000 |
Shares, Forfeited/cancelled (in shares) | -31,790 |
Shares, Outstanding at June 28, 2014 (in shares) | 303,303 |
Options vested and expected to vest at June 28, 2014 | 288,803 |
Shares, Options exercisable at June 28, 2014 | 233,303 |
Weighted Average Exercise Price, Outstanding at December 28, 2013 (in dollars per share) | $10.50 |
Weighted Average Exercise Price, Granted (in dollars per share) | $3.98 |
Weighted Average Exercise Price, Forfeited/cancelled (in dollars per share) | $10.62 |
Weighted Average Exercise Price, Outstanding at June 28, 2014 (in dollars per share) | $8.98 |
Weighted Average Exercise Price, Options vested and expected to vest at June 28, 2014 (in dollars per share) | $9.23 |
Weighted Average Exercise Price, Options exercisable at June 28, 2014 (in dollars per shares) | $10.48 |
Supplemental Stock Plan 2000 [Member] | ' |
Share Based Compensation Stock Options Activity [Line Items] | ' |
Shares, Outstanding at December 28, 2013 (in shares) | 82,600 |
Shares, Forfeited/cancelled (in shares) | 0 |
Shares, Outstanding at June 28, 2014 (in shares) | 82,600 |
shares, Options vested and exercisable at June 28, 2014 | 82,600 |
Weighted Average Exercise Price, Outstanding at December 28, 2013 (in dollars per share) | $11.33 |
Weighted Average Exercise Price, Forfeited/cancelled (in dollars per share) | $0 |
Weighted Average Exercise Price, Outstanding at June 28, 2014 (in dollars per share) | $11.33 |
Weighted Average Exercise Price, Options vested and exercisable at June 28, 2014 | $11.33 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 1) (USD $) | 6 Months Ended |
Jun. 28, 2014 | |
Service Based Non vested Share Awards [Member] | ' |
Non Vested Share Activity [Line Items] | ' |
shares Outstanding at December 28, 2013 (in shares) | 0 |
Shares, Granted (in shares) | 81,000 |
Shares, Outstanding at June 28, 2014 (in shares) | 81,000 |
Weighted Average Grant Date Fair Value, Outstanding at December 28, 2013 (in dollars per share) | $0 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $3.93 |
Weighted Average Grant Date Fair Value, Outstanding at June 28, 2014 (in dollars per share) | $3.93 |
Performance Based Non vested Share Awards [Member] | ' |
Non Vested Share Activity [Line Items] | ' |
shares Outstanding at December 28, 2013 (in shares) | 800,000 |
Shares, Granted (in shares) | 40,000 |
Shares, Vested (in shares) | -79,042 |
Shares, Outstanding at June 28, 2014 (in shares) | 760,958 |
Weighted Average Grant Date Fair Value, Outstanding at December 28, 2013 (in dollars per share) | $3.14 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $3.93 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $3.14 |
Weighted Average Grant Date Fair Value, Outstanding at June 28, 2014 (in dollars per share) | $3.18 |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | Dec. 28, 2013 | |
Employee Stock Option [Member] | ' | ' | ' | ' | ' |
Share Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $24,000 | ' | $28,000 | ' | ' |
Service Based Non vested Share Awards [Member] | ' | ' | ' | ' | ' |
Share Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 80,000 | 61,000 | 97,000 | 122,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '8 months | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 225,000 | ' | 225,000 | ' | ' |
Performance Based Non vested Share Awards [Member] | ' | ' | ' | ' | ' |
Share Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 159,000 | 170,000 | 309,000 | 170,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '33 months | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 1,800,000 | ' | 1,800,000 | ' | 1,900,000 |
Earnings Before Income Tax And Dividends | ' | ' | 10,500,000 | ' | ' |
Equity Incentive Plan 1998 [Member] | ' | ' | ' | ' | ' |
Share Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $111,000 | ' | $111,000 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '34 months | ' | ' |
Supplemental_Balance_Sheet_Inf2
Supplemental Balance Sheet Information (Details) (USD $) | Jun. 28, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Accrued payroll, bonuses and related expenses | ' | ' |
Accrued payroll | $1,533 | $1,308 |
Accrued bonuses | 1,698 | 1,774 |
Accrued payroll taxes | 566 | 580 |
Other | 896 | 587 |
Employee-related Liabilities, Current | 4,693 | 4,249 |
Other accrued liabilities | ' | ' |
Sales and value-added taxes payable | 1,016 | 889 |
Other | 753 | 742 |
Other Accrued Liabilities, Current | $1,769 | $1,631 |
Business_Segments_and_Major_Cu2
Business Segments and Major Customers (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | Dec. 28, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | $17,420 | $14,037 | $33,657 | $28,047 | ' |
Income (loss) from operations | -1,449 | -434 | -1,441 | -572 | ' |
Total assets | 47,948 | 33,820 | 47,948 | 33,820 | 36,824 |
North America [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 8,260 | 8,601 | 16,234 | 17,393 | ' |
Income (loss) from operations | 2,196 | 2,052 | 3,975 | 4,178 | ' |
Total assets | 5,853 | 6,821 | 5,853 | 6,821 | 4,522 |
EMEA [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 9,160 | 5,436 | 17,423 | 10,654 | ' |
Income (loss) from operations | 1,744 | 1,197 | 3,321 | 2,177 | ' |
Total assets | 10,063 | 5,281 | 10,063 | 5,281 | 7,194 |
Strategic Alliances [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income (loss) from operations | -377 | -120 | -522 | -247 | ' |
Total assets | 757 | ' | 757 | ' | ' |
Unallocated Amount To Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Income (loss) from operations | -5,012 | -3,563 | -8,215 | -6,680 | ' |
Total assets | $31,275 | $21,718 | $31,275 | $21,718 | $25,108 |
Business_Segments_and_Major_Cu3
Business Segments and Major Customers (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 |
Revenue From External Customers By Geographical Areas [Line Items] | ' | ' | ' | ' |
Revenues | $17,420 | $14,037 | $33,657 | $28,047 |
United States [Member] | ' | ' | ' | ' |
Revenue From External Customers By Geographical Areas [Line Items] | ' | ' | ' | ' |
Revenues | 8,198 | 8,580 | 16,024 | 17,491 |
United Kingdom [Memebr] | ' | ' | ' | ' |
Revenue From External Customers By Geographical Areas [Line Items] | ' | ' | ' | ' |
Revenues | 8,540 | 5,032 | 16,295 | 9,391 |
Other Location [Member] | ' | ' | ' | ' |
Revenue From External Customers By Geographical Areas [Line Items] | ' | ' | ' | ' |
Revenues | $682 | $425 | $1,338 | $1,165 |
Business_Segments_and_Major_Cu4
Business Segments and Major Customers (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 |
Customer A [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Accounts Receivable, Major Customer, Amount | $6,873 | $2,007 | $6,873 | $2,007 |
Customer B [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Accounts Receivable, Major Customer, Amount | 2,218 | 2,082 | 2,218 | 2,082 |
Customer C [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Accounts Receivable, Major Customer, Amount | 614 | 2,043 | 614 | 2,043 |
North America [Member] | Customer B [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Revenue, Major Customer, Amount | 3,002 | 3,197 | 5,832 | 6,556 |
North America [Member] | Customer C [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Revenue, Major Customer, Amount | 1,138 | 1,845 | 2,388 | 3,678 |
EMEA [Member] | Customer A [Member] | ' | ' | ' | ' |
Revenue And Accounts Receivable By Major Customers By Reporting Segments [Line Items] | ' | ' | ' | ' |
Revenue, Major Customer, Amount | $6,042 | $2,425 | $11,746 | $3,963 |
Business_Segments_and_Major_Cu5
Business Segments and Major Customers (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | |
Business Segments and Major Customers [Line Items] | ' | ' | ' | ' |
Entity Wide Information Percentage Revenue Contribution Top Ten Customers By Revenue Contribution | 83.00% | 84.80% | 83.90% | 84.40% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2014 | Jun. 29, 2013 | Jun. 28, 2014 | Jun. 29, 2013 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Income Tax Expense (Benefit) | ($1,553,000) | $23,000 | ($1,524,000) | $39,000 |
Deferred Tax Assets, Valuation Allowance | 31,500,000 | ' | 31,500,000 | ' |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $1,600,000 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (Richard P. Nespola [Member], USD $) | Jun. 28, 2014 | Dec. 28, 2013 | Jul. 14, 2014 | Jun. 28, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Accrued Severane Liability | $2,900,000 | $1,500,000 | ' | ' |
Severance Benefits | ' | ' | 1,468,584 | ' |
Liability For Attorneys Fee, Cost And Interest | ' | ' | ' | $1,400,000 |
Common_Stock_Repurchase_Progra1
Common Stock Repurchase Program (Details Textual) (USD $) | Jun. 28, 2014 |
In Millions, unless otherwise specified | |
Common Stock Repurchase Program [Line Items] | ' |
Stock Repurchase Program, Authorized Amount | $2 |
Subsequent_event_Details_Textu
Subsequent event (Details Textual) (Subsequent Event [Member], Richard P. Nespola [Member], USD $) | 0 Months Ended | 3 Months Ended |
Jul. 14, 2014 | Jun. 28, 2014 | |
Subsequent Event [Member] | Richard P. Nespola [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Severance Benefits | $1,468,584 | ' |
Accrued Severance Liability | ' | 2,900,000 |
Liability For Attorneys Fee, Cost And Interest | ' | $1,400,000 |