Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jan. 02, 2016 | Mar. 18, 2016 | Jul. 04, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 2, 2016 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Cartesian, Inc. | ||
Entity Central Index Key | 1,094,814 | ||
Current Fiscal Year End Date | --01-02 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 13,700,000 | ||
Trading Symbol | CRTN | ||
Entity Common Stock, Shares Outstanding | 8,892,906 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,879 | $ 12,999 |
Receivables: | ||
Accounts receivable - billed and unbilled | 16,805 | 13,671 |
Less: Allowance for doubtful accounts | (249) | (144) |
Net receivables | 16,556 | 13,527 |
Inventory, net | 625 | 3,000 |
Prepaid and other current assets | 1,754 | 1,747 |
Total current assets | 25,814 | 31,273 |
NONCURRENT ASSETS: | ||
Property and equipment, net | 2,511 | 1,292 |
Goodwill | 11,071 | 8,015 |
Intangible assets, net | 996 | 0 |
Deferred income tax assets | 509 | 1,085 |
Other noncurrent assets | 458 | 611 |
Total Assets | 41,359 | 42,276 |
CURRENT LIABILITIES: | ||
Trade accounts payable | 3,253 | 1,806 |
Current borrowings | 3,269 | 3,269 |
Liability for derivatives | 952 | 337 |
Accrued payroll, bonuses and related expenses | 5,125 | 3,899 |
Accrued severance liability and related costs | 0 | 1,694 |
Deferred revenue | 1,551 | 1,665 |
Accrued acquisition consideration | 327 | 0 |
Other accrued liabilities | 1,924 | 986 |
Total current liabilities | 16,401 | 13,656 |
NONCURRENT LIABILITIES: | ||
Deferred income tax liabilities | 780 | 722 |
Deferred revenue | 407 | 330 |
Contingent consideration liability | 2,176 | 0 |
Other noncurrent liabilities | 952 | 151 |
Total noncurrent liabilities | $ 4,315 | $ 1,203 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock: Voting $.005 par value, 20,000,000 shares authorized; 9,547,672 (including 654,766 treasury shares) and 9,259,562 (including 472,782 treasury shares) shares issued as of January 2, 2016 and January 3, 2015, respectively; 8,892,906 and 8,786,780 shares outstanding as of January 2, 2016 and January 3, 2015, respectively | $ 49 | $ 46 |
Preferred stock $.001 par value, 2,000,000 shares authorized; no shares issued or outstanding | 0 | |
Additional paid-in capital | 184,277 | 181,829 |
Accumulated deficit | (153,898) | (146,207) |
Treasury stock, at cost | (4,324) | (3,656) |
Accumulated other comprehensive income | ||
Foreign currency translation adjustment | (5,461) | (4,595) |
Total stockholders’ equity | 20,643 | 27,417 |
Total Liabilities and Stockholders' Equity | $ 41,359 | $ 42,276 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 02, 2016 | Jan. 03, 2015 |
Common Stock Par Or Stated Value Per Share (in dollars per share) | $ 0.005 | $ 0.005 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 9,547,672 | 9,259,562 |
Common Stock, Shares, Outstanding | 8,892,906 | 8,786,780 |
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Treasury Stock, Shares | 654,766 | 472,782 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Revenues | $ 78,344 | $ 71,675 |
Cost of services (includes non-cash share-based compensation of $2 for the year ended January 3, 2015) | 50,252 | 45,088 |
Inventory impairment | 2,375 | 0 |
Gross Profit | 25,717 | 26,587 |
Selling, general and administrative expenses (includes non-cash share-based compensation expense of $372 and $1,055, respectively) | 31,923 | 27,468 |
Loss from operations | (6,206) | (881) |
Other (expense) income: | ||
Interest (expense) income, net | (228) | (200) |
Discount on note payable and transaction costs | 0 | (1,610) |
Change in fair value of warrants and derivative liabilities | (615) | 159 |
Incentive warrants expense | (63) | 0 |
Other income | 7 | 0 |
Total other (expense) income | (899) | (1,651) |
Loss before income taxes | (7,105) | (2,532) |
Income tax benefit (provision) | (586) | 1,121 |
Net loss | (7,691) | (1,411) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (866) | (782) |
Comprehensive loss | $ (8,557) | $ (2,193) |
Net loss per common share | ||
Basic and diluted | $ (0.91) | $ (0.18) |
Weighted average shares used in calculation of net loss per common share | ||
Basic and diluted | 8,413 | 7,800 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Cost of Sales [Member] | ||
Allocated Share-based Compensation Expense | $ 2 | |
Selling, General and Administrative Expenses [Member] | ||
Allocated Share-based Compensation Expense | $ 372 | $ 1,055 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,691) | $ (1,411) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 952 | 628 |
Amortization of intangible assets | 208 | 0 |
Share-based compensation expense | 372 | 1,057 |
Deferred tax expense (benefit) | 324 | (1,121) |
Inventory impairment | 2,375 | 0 |
Discount on note payable | 0 | 1,265 |
Change in fair value of warrants and derivative liabilities | 615 | (159) |
Fair value adjustment to contingent consideration | 255 | 0 |
Bad debt expense | 140 | 0 |
Incentive warrants expense | 63 | 0 |
Other | (64) | 0 |
Other changes in operating assets and liabilities (net of effects of acquisition): | ||
Accounts receivable, net | 943 | (2,121) |
Prepaid and other assets | (204) | (408) |
Trade accounts payable | (328) | (140) |
Deferred revenue | 295 | 1,138 |
Inventory | 0 | (3,000) |
Accrued severance liability and related costs | (1,694) | 204 |
Accrued liabilities | 781 | (619) |
Net cash used in operating activities | (2,658) | (4,687) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Business acquisition, net of cash acquired | (1,747) | 0 |
Acquisition of property and equipment | (1,006) | (866) |
Net cash used in investing activities | (2,753) | (866) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of common stock | (263) | (67) |
Put option exercise | (405) | 0 |
Borrowing on note payable | 0 | 3,269 |
Issuance of common stock | 82 | 2,118 |
Equity issuance costs | 0 | (167) |
Net cash provided by (used in) financing activities | (586) | 5,153 |
Effect of exchange rate on cash and cash equivalents | (123) | (381) |
Net decrease in cash and cash equivalents | (6,120) | (781) |
Cash and cash equivalents, beginning of period | 12,999 | 13,780 |
Cash and cash equivalents, end of period | 6,879 | 12,999 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 256 | 206 |
Cash paid during the period for taxes | 48 | 0 |
Non-cash investing and financing transactions: | ||
Contingent consideration liability | 2,176 | 0 |
Accrued acquisition consideration | 327 | 0 |
Shares issued for business acquisition | 2,036 | 0 |
Accrued property and equipment additions | $ 320 | $ 1 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 28, 2013 | $ 25,898 | $ 42 | $ 178,054 | $ (144,796) | $ (3,589) | $ (3,813) |
Balance (in shares) at Dec. 28, 2013 | 8,491,382 | |||||
Shares issued for employee stock purchase plan | 117 | 117 | ||||
Shares issued for employee stock purchase plan (in shares) | 51,133 | |||||
Non-vested stock grants | 0 | $ 1 | (1) | |||
Non-vested stock grants (in shares) | 121,000 | |||||
Non-vested stock forfeitures | 0 | |||||
Non-vested stock forfeitures (in shares) | (13,709) | |||||
Purchases of treasury stock | (67) | (67) | ||||
Share-based compensation expense | 1,057 | 1,057 | ||||
Warrants issued for investment agreement | 1,040 | 1,040 | ||||
Shares issued for investment agreement | 1,732 | $ 3 | 1,729 | |||
Shares issued for investment agreement (in shares) | 609,756 | |||||
Equity issuance costs | (167) | (167) | ||||
Other comprehensive income - Foreign currency translation adjustment | (782) | (782) | ||||
Net loss | (1,411) | (1,411) | ||||
Balance at Jan. 03, 2015 | 27,417 | $ 46 | 181,829 | (146,207) | (3,656) | (4,595) |
Balance (in shares) at Jan. 03, 2015 | 9,259,562 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,467 | |||||
Shares issued for employee stock purchase plan | 82 | 82 | ||||
Shares issued for employee stock purchase plan (in shares) | 36,765 | |||||
Non-vested stock grants | 0 | |||||
Non-vested stock grants (in shares) | 58,940 | |||||
Non-vested stock forfeitures | 0 | |||||
Non-vested stock forfeitures (in shares) | (398,629) | |||||
Purchases of treasury stock | (263) | (263) | ||||
Share-based compensation expense | 372 | 372 | ||||
Shares issued in connection with business acquisition | 2,036 | $ 3 | 2,033 | |||
Shares issued in connection with business acquisition (in Shares) | 588,567 | |||||
Incentive warrants vested | 63 | 63 | ||||
Put option issued | (507) | (507) | 0 | |||
Put option exercised | 0 | 405 | (405) | |||
Other comprehensive income - Foreign currency translation adjustment | (866) | (866) | ||||
Net loss | (7,691) | (7,691) | ||||
Balance at Jan. 02, 2016 | $ 20,643 | $ 49 | $ 184,277 | $ (153,898) | $ (4,324) | $ (5,461) |
Balance (in shares) at Jan. 02, 2016 | 9,547,672 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 02, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Name of Subsidiary Date Formed/Acquired TMNG Europe Ltd. March 19, 1997 TMNG Canada Ltd. May 14, 1998 TMNG.com, Inc. June 18, 1999 TMNG Marketing, LLC September 5, 2000 TMNG Technologies, Inc. August 27, 2001 Cambridge Strategic Management Group, Inc. ("CSMG") March 6, 2002 Cambridge Adventis Ltd. March 17, 2006 Cartesian Ltd. ("Cartesian Limited") January 2, 2007 RVA Consulting, LLC August 3, 2007 TWG Consulting, Inc. October 5, 2007 Farncombe Technology Limited July 22, 2015 Farncombe Engineering Services Limited July 22, 2015 Farncombe France SARL July 22, 2015 Revenue Recognition - Construction-Type and Production-Type Contracts. Although there was no revenue recognized related to sales of software for fiscal years 2015 or 2014, the Company provides post-contract support ("PCS") services on historical software sales, 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 Property, Plant and Equipment.” Managed Services Implementation Revenues and Costs 443,000 1,119,000 229,000 919,000 "Software - Costs of Software to Be Sold, Leased, or Marketed" Intangibles - Goodwill and Other - Internal-Use Software 771,000 1,020,000 643,000 473,000 Intangibles-Goodwill and Other. Fair value of the Company’s reporting units is determined using a combination of the income approach and the market approach. The income approach uses a reporting unit's projection of estimated cash flows discounted using a weighted-average cost of capital analysis that reflects current market conditions. The Company also considers the market approach to valuing its reporting units utilizing revenue and EBITDA multiples. The Company compares the results of its overall enterprise valuation as determined by the combination of the two approaches to the Company’s market capitalization. Significant management judgments related to these approaches include: • Anticipated future cash flows and terminal value for each reporting unit • Selection of an appropriate discount rate • Selection of an appropriate multiple Intangible Assets - 5.5 4.6 316,000 349,000 Fair Value Measurements Compensation-Stock Compensation The fair value of service-based stock option grants is estimated on the grant date using a Black-Scholes option-pricing model and compensation expense related to stock option grants is recognized on a graded vesting schedule over the vesting period. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. FASB ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model. For non-vested, performance-based stock awards, compensation expense is recognized based on management’s expectations with regard to achievement of certain performance and service conditions. The fair value of the awards is determined based on the market value of the underlying stock at the grant date. Expense for the awards ultimately expected to vest is recognized on a straight-line basis over the implied service period of the award. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the restricted stock award agreement will be achieved, previously recognized compensation expense would be reversed in the period such a determination is made. For non-vested, service-based stock awards, compensation is recognized based on achievement of service conditions alone. The fair value of the awards is determined based on the market value of the underlying stock at the grant date. Expense for the awards ultimately expected to vest is recognized on a graded vesting schedule over the vesting period. See Note 5, Share-Based Compensation. In accordance with the provisions of FASB ASC 260, " Earnings per Share, 50,000 219,000 “Transfers and Servicing Sales of Financial Assets”, 26.8 6.4 161,000 Inventory 0.6 3.0 0.3 In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” which requires deferred tax liabilities and assets to be classified as noncurrent in entities’ balance sheets. Under current accounting principles generally accepted in the United States of America (“U.S. GAAP”), an entity is required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. Under this guidance, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within fiscal years. Early adoption is permitted. The Company early adopted this guidance in fiscal 2015 and it did not have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11 which requires entities to measure most inventory at the lower of cost and net realizable value thereby simplifying the existing guidance which required entities to measure inventory at the lower of cost or market. Under the current guidance, market is defined as replacement cost, net realizable value or net realizable value less a normal profit margin. The newly issued guidance eliminates the requirement to determine replacement cost and defines net realizable value as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. This new guidance is effective for the Company beginning in fiscal 2017. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, which provides guidance on a customer’s accounting for cloud computing costs. Under the ASU, a customer must determine whether a cloud computing arrangement contains a software license. If so, the customer would account for the fees related to the software license element in a manner consistent with how the acquisition of other software licenses is accounted for under current U.S. GAAP. If the arrangement does not contain a software license, the customer would account for the arrangement as a service contract. The ASU does not prescribe how to account for cloud computing arrangements deemed to be service contracts. An arrangement would contain a software license element if both of the following criteria are met: the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty; and it is feasible for the customer to either run the software on its own hardware or contract with another party unrelated to the vendor to host the software. The ASU is effective for annual periods (and interim periods therein) beginning after December 15, 2015. Early adoption is permitted. Entities may adopt the guidance retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. 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. 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. 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. In July 2015 the FASB voted to defer the effective date of this new standard by one year and to permit early adoption beginning as of the original effective date of the new standard. The provisions of FASB ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017, 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. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Jan. 02, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 2. ACQUISITION On July 22, 2015, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) and completed the acquisition of all of the outstanding shares of capital stock of Farncombe France SARL, an entity formed under the laws of France, and Farncombe Technology Limited, a company incorporated and registered in England and Wales (collectively, the “Farncombe Entities”). The Farncombe Entities operate primarily in the U.K. and Europe and are in the business of providing strategic consultancy, content security, testing and implementation services for broadcast and broadband internet digital television. Farncombe’s experience in these areas along with Cartesian’s strategic, operational and technical capabilities in serving global service providers strengthens the Company’s ability to support convergence and quad play offerings in this growing market. The total purchase price, subject to adjustment in accordance with the terms of the Purchase Agreement, was £ 4,360,620 6.8 based on an exchange rate of £1.000 = US$1.556 · Cash paid at the closing in the amount of £ 654,093 1.0 15 · £ 2.0 588,567 30 2.22 3.46 · Additional consideration in the amount of £654,093 pounds sterling (approximately US$1.0 million based on an exchange rate of £1.000 = US$1.556 as of July 21, 2015) which represents 15% of the purchase price, payable after the closing in accordance with the Purchase Agreement upon determination of the net working capital of the Farncombe Entities as prescribed in the Purchase Agreement, and as adjusted based upon the relative amounts of the net working capital of the Farncombe Entities as of May 31, 2015 and the closing and as compared to the target amount of net working capital as provided in the Purchase Agreement. · Earn-out consideration (the “Earn-Out”) which is potentially payable in cash and/or shares of Company common stock as elected by each Seller in the Purchase Agreement and represents 40 The aggregate amount potentially payable pursuant to the Earn-Out consists of cash in an amount up to £ 719,483 1.1 based on an exchange rate of £1.000= US$1.479 461,055 1,024,765 1.5 In October 2015 the Company paid approximately $ 2.1 654,093 1.0 743,753 1.1 184,000 12,000 0.3 The Purchase Agreement contains non-compete and non-solicitation agreements of the individual former shareholders of the Farncombe Entities. The Purchase Agreement also contains customary warranties, covenants and indemnification provisions. The results of operations of the Farncombe Entities have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss subsequent to the July 22, 2015 acquisition date. The Farncombe Entities revenue and net income included in the Company’s results of operations for the fiscal year ended January 2, 2016, were $ 6.3 0.5 Acquisition-related expense recognized during fiscal year 2015 was approximately $ 697,000 The Company accounted for the acquisition of the Farncombe Entities using the acquisition method as required in FASB ASC 805, “Business Combinations.” Purchase Price (in thousands) Cash paid at closing $ 1,015 Equity issued at closing 2,036 Fair value of contingent consideration 1,921 Working capital adjustment 2,485 Total purchase price $ 7,457 Purchase Price Allocation (in thousands) Tangible assets and liabilities Cash $ 1,378 Accounts receivable, net 4,627 Other current assets 191 Other non-current assets 137 Accounts payable (1,874) Accrued payroll and related expenses (796) Other current liabilities (636) Non-current deferred tax liability (264) Intangible assets 1,260 Goodwill 3,434 Net assets acquired $ 7,457 Weighted-Average Amount Amortization Period (in thousands) (Years) Identifiable Intangible Assets Tradename $ 90 0.5 Non-compete agreements 60 4.5 Customer relationships 1,110 3.5 Total identifiable intangible assets $ 1,260 The excess of purchase consideration over net assets assumed was recorded as goodwill, which represents the strategic value assigned to the Farncombe Entities, including the expected benefit from synergies resulting from the transaction, as well as the knowledge and experience of the workforce in place. In accordance with applicable accounting standards, goodwill will not be amortized but instead will be tested for impairment at least annually, or more frequently, if certain indicators are present. In the event that management determines that the value of goodwill becomes impaired, the combined company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made. The goodwill and intangible assets related to this acquisition are not deductible for foreign tax purposes. The fair values of assets acquired and liabilities assumed are based on estimates of fair values as of the acquisition date. Management believes the fair values recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions. The Company has classified the Earn-Out liability as a Level 3 liability and the fair value of the Earn-Out liability will be evaluated each reporting period and changes in its fair value will be included in the Company’s results of operations. During the period from July 22, 2015 to January 2, 2016, the change in the fair value of the Earn-Out liability was an increase of $ 255,000 2,176,000 If the Earn-out were to be achieved prior to the end of the Earn-out period, the former shareholders of the Farncombe Entities could request payment prior to the end of the Earn-out period. Management’s current expectations are that it will not be achieved within the next 12 months and therefore has classified the liability as non-current. Pro Forma Financial Information The following unaudited condensed pro forma financial information presents the results of operations as if the acquisition had taken place on the first day of fiscal 2014. These amounts were prepared in accordance with the acquisition method of accounting under existing standards and are not necessarily indicative of the results of operations that would have occurred if our acquisition of the Farncombe Entities had been completed on the first day of fiscal 2014, nor are they indicative of our future operating results. These unaudited pro forma amounts include a reclassification of non-recurring acquisition expenses in the amount of $ 697,000 330,000 420,000 Fiscal Year Ended Dollars in thousands except per share data January 2, 2016 January 3, 2015 Revenue $ 88,007 $ 86,541 Net loss $ (5,932) $ (2,202) Net loss per share $ (0.68) $ (0.26) Weighted-average basic and diluted shares used in calculation of pro forma net loss per share (in thousands) 8,734 8,388 |
STRATEGIC ALLIANCE AND INVESTME
STRATEGIC ALLIANCE AND INVESTMENT BY ELUTIONS, INC. | 12 Months Ended |
Jan. 02, 2016 | |
Investments, All Other Investments [Abstract] | |
Strategic Alliance And Investment [Text Block] | 3. STRATEGIC ALLIANCE AND INVESTMENT BY ELUTIONS, INC. Strategic Alliance and Investment by Elutions, Inc. On February 25, 2014, the Company entered into an investment agreement (the “Investment Agreement”) with 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 3.28 2,000,000 3,268,664 996,544 3.28 3,400,000 3.85 4.85 The Investment Agreement contains a number of agreements and covenants, including (i) certain affirmative and negative covenants relating to the Note applicable to the Company and its subsidiaries, (ii) an agreement of the Company to assign to Elutions certain customer contracts obtained jointly with Elutions if a competitor acquires control of the Company, (iii) confidentiality restrictions applicable to both parties, (iv) a standstill agreement of Elutions, (v) an agreement of the parties to negotiate in good faith for the purchase by Elutions of additional shares of Common Stock equal to 6.5 38.5 Promissory Note The Note issued at Closing by the Company's subsidiary, Cartesian Limited, in the aggregate original principal amount of $ 3,268,664 7.825 March 18, 2019 5.50 9.825 256,000 206,000 Tracking Warrant Under the Tracking Warrant, Elutions may acquire 996,544 3.28 March 18, 2020 5.50 Incentive Warrant Under the Incentive Warrant, Elutions can earn the right to purchase up to 3,400,000 3.85 4.85 March 18, 2020 March 18, 2019 0.25 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 and was declared effective on August 26, 2014. Commercial Relationship The Investment Agreement and the agreements and instruments described above are part of a strategic relationship between the Company and Elutions. As part of the strategic relationship, the parties entered into certain commercial framework documents, including a Market Development Agreement and related Inventory Agreement, on February 25, 2014, and enter into client agreements and bilateral agreements from time to time in the ordinary course of business outlining the terms of the parties' commercial relationship with respect to business development and providing products, solutions and services to clients. The parties have agreed to a term of five years, with automatic two-year renewals unless notice is given, and subject to termination rights in certain events. The Company has agreed to restrictions during the term and for two years thereafter in regard to solutions or services that are substantially similar to or competitive with certain solutions or services of Elutions, and each party has agreed not to hire the other party's employees during the same period. The parties have agreed on a general framework for pursuing, entering into and implementing customer contracts, which includes providing for joint and separate client pursuits and marketing on an initial and ongoing basis, procedures for contracting with clients, procedures for interface between the parties, limited exclusivity requirements of Elutions relating to identified prospects and clients of the Company, intellectual property rights of Elutions to its products and related restrictions, restrictions regarding use of confidential information, limitations on liability of the parties, independent contractor status of the parties, limitations on publicity by the parties, and dispute resolution, including arbitration. The parties intend that specific pricing and allocation provisions and other specific commercial terms will be included in individual client statements of work, subject to mutually agreed gross margin requirements for the benefit of the Company. The parties also agreed to a framework for certain initial inventory orders and reorders by the Company from Elutions, and related commitments, timing and pricing procedures, when the Company is the prime contracting party under certain client statements of work. With respect to the required initial inventory order, the Company was required to purchase $ 3.0 3.0 Under the Market Development Agreement, if the Company had not sold 75% of such inventory acquired from Elutions within one year after acquisition, Elutions is required upon request of the Company to source its requirements for future projects in the U.S. or U.K. from such inventory subject to a 10% discount against the Company’s purchase price until the Company has exhausted such inventory. In fiscal 2015, the Company requested that Elutions source its requirements for future projects from the inventory that was acquired by the Company from Elutions in July 2014. Management continues to work with Elutions to utilize the inventory and changes in management’s expectations in future periods could impact the net realizable value of the inventory. See Note 1, Organization and summary of significant accounting policies for a discussion of the inventory recorded with respect to our agreements with Elutions. Also under the Market Development Agreement, Elutions agreed to dedicate three full-time equivalent employees for the purpose of various functions related to the furtherance of the strategic alliance, and the Company agreed to fund the cost of the three full-time equivalent employees at a rate of $ 36,750 441,000 367,500 In connection with the customer agreement entered into by the Company in 2014, the Company entered into a subcontract with Elutions. Under the subcontract, Elutions agreed to provide all services in accordance with the customer agreement except for project management services, to be provided by the Company. The Company currently estimates remaining license payments to Elutions under the subcontract are approximately $ 1.2 400,000 5.5 291,000 710,000 112,000 300,000 100,000 200,000 Accounting Treatment The Holder Redemption Option was determined to be an embedded derivative liability that was required to be bifurcated and recorded as a liability. 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”). As of January 2, 2016 and January 3, 2015, the fair value of the Issuer Call Option was determined to be immaterial. The carrying value of the Note as of January 2, 2016 and January 3, 2015 was $ 3,269,000 3,004,000 3,089,000 The vesting of the Incentive Warrant is contingent on services to be provided by Elutions and the achievement of performance conditions by Elutions. The Incentive Warrant had zero fair value as of January 3, 2015. During fiscal year 2015, Elutions earned 34,248 63,000 As a result of the relative fair values of the instruments and the allocation of proceeds to the instruments and derivative, a debt discount of $1,265,000 was recognized and fully amortized during the first quarter of fiscal 2014. The discount was recognized as Other Expense in the Consolidated Statements of Operations and Comprehensive Loss due to the fact that the Note may be called by the holder at any time. In addition, the Company incurred expenses in the amount of $ 512,000 345,000 167,000 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jan. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. GOODWILL AND INTANGIBLE ASSETS North America EMEA Total Balance as of January 3, 2015 $ 3,947 $ 4,068 $ 8,015 Acquisition 3,434 3,434 Changes in foreign currency exchange rates (378) (378) Balance as of January 2, 2016 $ 3,947 $ 7,124 $ 11,071 The increase in goodwill resulted from the July 2015 acquisition of the Farncombe Entities. The goodwill and intangible assets related to this acquisition are not deductible for foreign tax purposes. This acquisition is discussed further in Note 2, Acquisition. 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. Non-Compete Customer Gross Carrying Amount: Tradename Agreements Relationships Total Balance as of January 3, 2015 $ $ $ $ Acquisition 90 60 1,110 1,260 Changes in foreign currency exchange rates (4) (3) (55) (62) Balance as of January 2, 2016 $ 86 $ 57 $ 1,055 $ 1,198 Accumulated Amortization: Balance as of January 3, 2015 $ $ $ $ Changes in foreign currency exchange rates 2 1 3 6 Amortization expense (73) (6) (129) (208) Balance as of January 2, 2016 $ (71) $ (5) $ (126) $ (202) The identifiable intangible assets in the table above resulted from the July 2015 acquisition of the Farncombe Entities and their balances include the effects of foreign currency translation. This acquisition is discussed further in Note 2, Acquisition. Tradename, non-compete agreements and customer relationships carry amortization periods of six months, four and one-half years and three and one-half years, respectively. The amortization periods are based on the period of expected cash flows used to measure the fair value of the intangible assets. Aggregate amortization expense related to intangible assets was $208,000 for fiscal year 2015. (in thousands) 2016 $ 329 2017 314 2018 314 2019 38 2020 1 $ 996 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Jan. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. SHARE-BASED COMPENSATION The Company estimates the fair value of its stock options and stock issued under the Employee Stock Purchase Plan using the Black-Scholes option pricing model. Groups of employees or non-employee directors that have similar historical and expected exercise behavior are considered separately for valuation purposes. Assumptions used in estimating the fair value of stock options granted include risk-free interest rate, expected life, expected volatility factor, and expected dividend rate. The risk-free interest rate is based on the U.S. Treasury yield at the time of grant for a term equal to the expected life of the stock option; the expected life is determined using the simplified method of estimating the life as allowed under Staff Accounting Bulletin No. 110; and the expected volatility is based on the historical volatility of the Company's stock price for a period of time equal to the expected life of the stock option. With the exception of the service-based non-vested share awards and the performance-based non-vested share awards discussed below, nearly all of the Company's share-based compensation arrangements utilize graded vesting schedules where a portion of the grant vests annually over a period of two to four years. The Company has a policy of recognizing compensation expense for awards with graded vesting over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. This policy has the effect of accelerating the recognition of expense when compared to a straight-line amortization methodology. As of January 2, 2016, the Company has two share-based compensation plans under which awards are outstanding, which are described below. The Company recognized an income tax benefit of $ 40,000 61,000 EQUITY INCENTIVE PLAN In April 2015, our Board of Directors approved an amendment and restatement of the Company’s Equity Incentive Plan (the “Equity Plan”), which was approved by our stockholders at the 2015 annual meeting of stockholders which was held on June 16, 2015. As a result of the amendment and restatement, the cumulative number of shares of common stock that are available for issuance (inclusive of shares previously issued) under the Equity Plan increased by 500,000 2,305,659 2,805,659 1,499,442 Stock Options Service-Based Stock Option Awards As of January 2, 2016, all options granted under the Equity Plan were non-qualified stock options. Service-based options generally become exercisable over a one to four year period beginning on the date of grant and have a maximum term of ten years. A summary of the service-based stock option activity of the Company's Equity Plan as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 3, 2015 307,753 $ 8.54 Exercised (7,500) $ 1.55 Forfeited/cancelled (55,700) $ 11.60 Outstanding at January 2, 2016 244,553 $ 8.06 3.9 years $ 0 Options vested and expected to vest at January 2, 2016 237,053 $ 8.18 3.7 years $ 0 Options exercisable at January 2, 2016 207,052 $ 8.80 3.1 years $ 0 The Company did not grant any service-based stock option awards during fiscal year 2015 and granted 90,000 56,000 85,000 20,000 27 78,000 Market Condition Stock Option Awards Weighted Average Exercise Shares Price Outstanding at January 3, 2015 - $ - Granted 200,000 $ 3.34 Outstanding at January 2, 2016 200,000 $ 3.34 Options vested and expected to vest at January 2, 2016 200,000 $ 3.34 Options exercisable at January 2, 2016 - $ - On June 16, 2015 the Company granted a non-qualified stock option award for 200,000 3.34 • the stock option will vest with respect to 75,000 4.00 • the stock option will vest with respect to an additional 75,000 5.00 • the stock option will vest with respect to an additional 50,000 6.00 For stock options which contain market conditions, the market conditions are required to be considered when calculating the grant date fair value. FASB ASC 718 “Compensation Stock Compensation,” Grant Date Derived Service Fair Value Period Per Share (in Trading Days) $4.00 market condition tranche $ 1.95 151 $5.00 market condition tranche $ 1.95 262 $6.00 market condition tranche $ 1.99 362 During fiscal year 2015 the Company recorded $250,000 of share-based compensation expense in connection with this market condition stock option award. As of January 2, 2016, there was $ 142,000 11 Non-vested Shares Service-Based Non-vested Share Awards Weighted Average Grant Date Fair Value per Shares share Outstanding at January 3, 2015 81,000 $ 3.93 Vested (81,000) $ 3.93 Outstanding at January 2, 2016 $ 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 on a graded vesting schedule over the vesting period. During fiscal years 2015 and 2014, the Company recorded $54,000 and $257,000, respectively, of share-based compensation expense in connection with service-based non-vested share awards. As of January 2, 2016, there is no unrecognized share-based compensation expense related to service-based non-vested share awards. As of January 3, 2015, there was an estimated $ 54,000 Weighted Average Grant Date Fair Value per Shares share Outstanding at January 3, 2015 652,999 $ 3.19 Granted 58,940 $ 3.17 Vested (63,406) $ 3.26 Forfeited (398,318) $ 3.20 Outstanding at January 2, 2016 250,215 $ 3.15 On July 22, 2015, the Company granted 58,940 If the vesting percentage is less than 100% on the vesting date, that percentage of the non-vested stock that does not vest as of the vesting date shall be forfeited. On March 10, 2014, the Company granted 40,000 10.5 40,000 3.93 On April 8, 2013, the Company granted performance-based non-vested share awards for a total of 800,000 14 3.14 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. Share-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. As a result of its evaluation performed during the fourth quarter of fiscal 2015, the Company does not currently believe it is probable that one-hundred percent of the performance conditions related to its outstanding performance-based non-vested share awards will be achieved. Based on this assumption, the Company recorded a reduction to expense of approximately $ 250,000 170,000 631,000 179,000 15 2000 SUPPLEMENTAL STOCK PLAN The Supplemental Stock Plan expired May 23, 2010. The outstanding awards issued pursuant to the Supplemental Stock Plan will remain subject to the terms of the Supplemental Stock Plan following expiration of the plan. The Supplemental Stock Plan provided the Company's common stock for the granting of nonqualified stock options to employees and was not subject to stockholder approval. Vesting and exercise provisions were determined by the Board of Directors. Options granted under the plan generally become exercisable over a period of up to four years beginning on the date of grant and have a maximum term of ten years. Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 3, 2015 82,600 $ 11.33 Forfeited/cancelled (45,700) $ 11.51 Outstanding at January 2, 2016 36,900 $ 11.11 1.4 years $ 0 Options vested and exercisable at January 2, 2016 36,900 $ 11.11 1.4 years $ 0 No awards have been granted under the Supplemental Stock Plan since it expired on May 23, 2010. There were no options exercised during fiscal year 2015 or fiscal year 2014. As of January 2, 2016 there was no remaining unrecognized compensation cost related to the unvested portion of stock options issued under the Supplemental Stock Plan. PUT OPTION In connection with the Company’s approval of the separation from service of the Company’s Chief Executive Officer on June 3, 2015, the Company issued a put option to the former executive which grants him the option and right to sell to the Company up to 112,692 4.50 Issuance Date Common stock price $ 3.30 Dividend yield 0.0 % Exercise price of put option $ 4.50 Expected term 0.78 years Risk-free interest rate 0.20 % Estimated stock volatility 55 % Approximately $ 33,000 0.29 168,000 1.49 372,000 3.30 In November 2015 the holder of the Put Option exercised the Put Option and the Company purchased approximately 90,000 4.50 405,000 102,000 March 15, 2016 EMPLOYEE STOCK PURCHASE PLAN Under the Employee Stock Purchase Plan (ESPP), shares of the Company's common stock may be purchased at six-month intervals at 85 15 17,000 84,000 |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Jan. 02, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | 6. SUPPLEMENTAL BALANCE SHEET INFORMATION January 2, 2016 January 3, 2015 Accrued payroll, bonuses and related expenses Accrued payroll $ 448 $ 385 Accrued bonuses 3,205 2,482 Accrued payroll taxes 636 437 Accrued vacation 539 360 Accrued severance 100 Other 297 135 $ 5,125 $ 3,899 Other accrued liabilities Sales and value-added taxes payable $ 478 $ 382 Lease termination liability 135 Put option liability 102 Accrued income taxes 376 Accrued professional fees 604 99 Other 229 505 $ 1,924 $ 986 |
BUSINESS SEGMENTS, MAJOR CUSTOM
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Jan. 02, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 7. BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK 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 Management evaluates segment performance based upon income (loss) from operations, excluding share-based compensation (benefits) and depreciation. There were no inter-segment revenues during fiscal years 2015 and 2014. 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, including, but not limited to, share-based compensation expense, depreciation expense, certain research and development costs, and costs related to the arbitration with the Company’s former Chief Executive Officer. See Note 13, Commitments and Contingencies, Not Allocated North Strategic to America EMEA Alliances Segments Total As of and for the fiscal year ended January 2, 2016: Revenues $ 34,025 $ 43,844 $ 475 $ $ 78,344 Income (loss) from operations 8,222 5,884 (2,982) (17,330) (6,206) Total other income (expense) (899) (899) Income (loss) before income tax provision 8,222 5,884 (2,982) (18,229) (7,105) Depreciation 952 952 Total assets $ 6,831 $ 9,725 $ 626 $ 24,177 $ 41,359 As of and for the fiscal year ended January 3, 2015: Revenues $ 34,660 $ 36,979 $ 36 $ $ 71,675 Income (loss) from operations 9,057 6,908 (1,229) (15,617) (881) Total other income (expense) (1,651) (1,651) Income (loss) before income tax provision 9,057 6,908 (1,229) (17,268) (2,532) Depreciation 628 628 Total assets $ 7,398 $ 6,099 $ 3,030 $ 25,749 $ 42,276 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, inventory, 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. Revenues Fiscal Year Fiscal Year 2015 2014 United States $ 34,511 $ 34,125 International: United Kingdom 41,399 34,642 Other 2,434 2,908 Total $ 78,344 $ 71,675 Long-Lived Assets January 2, January 3, 2016 2015 United States $ 2,611 $ 1,673 United Kingdom 346 230 France 12 Total $ 2,969 $ 1,903 Revenues Fiscal Year 2015 Fiscal Year 2014 North North America EMEA America EMEA Customer A $ 18,906 $ 21,995 Customer B $ 16,243 $ 7,365 Customer C $ 13,377 $ 11,851 Accounts Receivable January 2, January 3, 2016 2015 Customer A $ 1,510 $ 2,112 Customer B $ 3,577 $ 2,870 Customer C $ 1,423 $ 2,783 Revenues from the Company's ten most significant customers accounted for approximately 87 84 Substantially all of Cartesian's receivables are obligations of companies in the communications, media and entertainment industries. The Company generally does not require collateral or other security on its accounts receivable. The credit risk on these accounts is controlled through credit approvals, limits and monitoring procedures. The Company records bad debt expense based on judgment about the anticipated default rate on receivables owed to Cartesian at the end of the reporting period. That judgment is based on the Company's uncollected account experience in prior years and the ongoing evaluation of the credit status of Cartesian's customers and the communications industry in general. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jan. 02, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 8. PROPERTY AND EQUIPMENT January 2, January 3, 2016 2015 (In thousands) Furniture and fixtures $ 1,748 $ 1,725 Software and computer equipment 8,006 5,935 Leasehold improvements 1,500 1,522 11,254 9,182 Less: Accumulated depreciation 8,743 7,890 $ 2,511 $ 1,292 Depreciation expense on property and equipment was $ 952,000 628,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES Fiscal Fiscal Year Year 2015 2014 United States $ (9,321) $ (5,168) Foreign 2,216 2,636 Total income (loss) before income taxes $ (7,105) $ (2,532) Fiscal Fiscal Year Year 2015 2014 Federal deferred tax expense, net $ (99) $ (99) State deferred tax benefit (expense), net 42 (37) Foreign current tax expense (263) - Foreign deferred tax (expense) benefit, net (266) 1,257 Total income tax (expense) benefit $ (586) $ 1,121 During fiscal year 2015 the Company recorded an income tax provision of $ 0.6 0.3 The Company has reserved all of its domestic net deferred tax assets as of January 2, 2016 and January 3, 2015 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 January 2, 2016 and January 3, 2015, the Company had recorded $ 34.1 32.1 Realization of deferred tax assets is dependent on generating sufficient income in future periods. In evaluating the ability to use its deferred tax assets, the Company considers all positive and negative evidence including the Company's past operating results, the existence of cumulative losses in the most recent three fiscal years and the Company's forecast of future income. In determining future income, the Company is responsible for assumptions utilized including the amount of state, federal and international operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future income and are consistent with the plans and estimates the Company is using to manage the underlying business. The Company had maintained a full valuation allowance against its U.K. deferred tax assets until the second quarter of 2014, when the Company reached the conclusion that it was appropriate to release the valuation allowance due to the sustained positive operating performance of its U.K. operations and the availability of expected future taxable income. The Company achieved a cumulative three-year positive pre-tax book income position within its U.K. operations. The Company also considered forecasts of future operating results and utilization of its U.K. net operating losses, which do not expire. As a result, the Company recorded a $ 1.8 Fiscal Year 2015 Fiscal Year 2014 Amount % Amount % Computed expected federal income tax benefit $ 2,413 34.0 $ 861 34.0 State income tax benefit, net of federal benefit 514 7.2 340 13.4 Rate differential on foreign operations 296 4.2 353 13.9 Forfeited vested stock options (267) (3.8) (75) (2.9) Tax benefits associated with share-based awards 12 0.2 61 2.4 Adjustment to estimated tax loss carryforward (226) (3.2) (434) (17.1) Change in statutory and applicable tax rates (518) (7.3) 681 26.9 Non-deductible expenses (753) (10.6) (694) (27.4) Other (26) (0.4) (3) (0.1) Change in valuation allowance (2,031) (28.6) 31 1.2 Total income tax (expense) benefit $ (586) (8.3) $ 1,121 44.3 January 2, January 3, 2016 2015 Current deferred tax assets (liabilities): Accounts receivable $ 67 $ 46 Accrued expenses 1,040 125 Valuation allowance (1,027) (100) Current deferred tax assets $ 80 $ 71 Non-current deferred tax assets (liabilities): Goodwill and intangible assets $ 1,143 $ 3,057 Share-based compensation expense 551 873 Net operating loss carryforward 29,894 27,178 Other 224 274 Foreign tax credit carryforward 1,006 1,006 Valuation allowance (33,089) (32,025) Non-current deferred tax assets (liabilities) $ (271) $ 363 Amount Year $ 1,640 2020 5,602 2023 9,094 2024 7,432 2025 9,854 2026 5,152 2027 1,637 2028 3,279 2030 4,676 2031 4,798 2032 5,942 2033 10,000 2034 9,502 2035 Total $ 78,608 As of January 2, 2016, the Company has a deferred tax asset of $ 2.6 0.6 0.5 317,000 689,000 The Company analyzes its uncertain tax positions pursuant to the provisions of FASB ASC 740 "Income Taxes" that prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained based on its technical merit. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 As of January 2, 2016 and January 3, 2015, the Company had no recorded liability for uncertain tax positions. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state 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 January 2, 2016, the Company has no income tax examinations in process. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 10. FAIR VALUE MEASUREMENTS The Company utilizes the methods of fair value measurement as described in FASB ASC 820, “Fair Value Measurements” Level 1: Level 2: Level 3: 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. Recurring Fair Value Measurements The fair value of the Company’s Note and the Holder Redemption Option were determined using a binomial lattice model. (See Note 3, Strategic Alliance and Investment by Elutions, Inc., for further discussion of the Note and Holder Redemption Option.) The Holder Redemption Option was determined to be an embedded derivative liability that was required to be bifurcated and recorded as a liability. The Company has classified the Holder Redemption Option and Note as Level 3 liabilities. Changes in the fair value of the Holder Redemption Option are recognized in the Consolidated Statements of Operations and Comprehensive Loss. The Company reassesses the fair value of this liability on a quarterly basis. Based on that assessment, the Company recognized increases of $ 615,000 60,000 January 2, 2016 January 3, 2015 Common stock price $ 2.22 $ 4.25 Dividend yield 0.0 % 0.0 % Expected term 0.75 years 1.75 years Risk-free interest rate 1.3 % 1.5 % Estimated stock volatility 45.0 % 45.0 % 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 Because the Company measures the Holder Redemption Option at fair value on a recurring basis, transfers, if any, between the levels of the fair value hierarchy are recognized at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There were no transfers between Level 1, 2 or 3 liabilities during fiscal years 2015 or 2014. In connection with the acquisition of the Farncombe Entities, the Company recorded a liability related to the Earn-Out portion of the purchase consideration. See Note 2. Acquisition, for further discussion of the Earn-Out liability. The Company has classified the Earn-Out liability as a Level 3 liability and the fair value of the Earn-Out liability will be evaluated each reporting period and changes in its fair value will be included in the Company’s results of operations. The fair value of the Earn-Out liability was calculated using a Monte Carlo simulation using a risk-adjusted discount rate applied to management’s estimate of forecasted revenues that are eligible under the Earn-Out as described in the Purchase Agreement. To determine the fair value of the Earn-Out liability, management evaluates assumptions that require significant judgment. Changes in certain inputs to the valuation model, including the Company’s estimate of future revenues, can have a significant impact on the estimated fair value. The fair value recorded for the Earn-Out liability 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 the Company’s Consolidated Financial Statements, resulting in significant fluctuations in results of operations as a result of the corresponding non-cash gain or loss recorded. Because the Company measures the Earn-Out liability at fair value on a recurring basis transfers, if any, between the levels of the fair value hierarchy are recognized at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There were no transfers between Level 1, 2 or 3 liabilities during the fiscal years ended January 2, 2016 or January 3, 2015. Significant other Quoted prices in Significant other unobservable active markets observable inputs inputs Total Level 1 Level 2 Level 3 January 2, 2016: Holder Redemption Option $ 952 $ $ $ 952 Earn-Out Liability $ 2,176 $ $ 2,176 January 3, 2015: Holder Redemption Option $ 337 $ $ $ 337 Holder Redemption Earn-Out Option Liability Fair value at January 3, 2015 $ 337 $ Initial fair value of Earn-Out liability 1,921 Increase in fair value 615 255 Fair value at January 2, 2016 $ 952 $ 2,176 Other Fair Value Disclosures The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Jan. 02, 2016 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 11. LEASE COMMITMENTS The Company leases office facilities, computer equipment and office furniture under various operating leases expiring at various dates through October 2021. Operating Fiscal Year Leases 2016 $ 1,093 2017 1,119 2018 933 2019 709 2020 621 Thereafter 549 Total minimum lease payments 5,024 Future minimum rentals to be received under non-cancellable subleases - Minimum lease payments net of amounts to be received under subleases $ 5,024 Total rental expense, net of subtenant rents received, was approximately $ 1,808,000 1,214,000 171,000 218,000 In June 2015, the Company took steps to discontinue use of its leased facilities in McLean, Virginia. The space is leased under an operating lease with a term expiring in July 2019. It is comprised of 4,823 Exit or Disposal Cost Obligations” 256,000 72,000 300,000 135,000 165,000 |
LETTERS OF CREDIT
LETTERS OF CREDIT | 12 Months Ended |
Jan. 02, 2016 | |
Letter Of Credit [Abstract] | |
Letter Of Credit [Text Block] | 12. LETTERS OF CREDIT In connection with the leasing of office space, the Company provides security deposits in the form of two irrevocable letters of credit with financial institutions for the benefit of the respective landlords. As of both January 2, 2016 and January 3, 2015, the required, total collateral amount was $ 102,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 13. COMMITMENTS AND CONTINGENCIES The Company is not subject to any material litigation, individually and in the aggregate, as of January 2, 2016. However, 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. When management has determined that it is probable that an asset has been impaired or a liability had been incurred related to an action, claim or assessment and the amount of loss can be reasonably estimated, the Company will record a liability for such estimated loss in the appropriate accounting period. 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. During fiscal years 2013 and 2014, the Company recorded liabilities relating to a series of awards made by the arbitrator in a claim by a former executive officer of the Company for severance, attorneys’ fees and costs and pre-judgment interest. Based on the first interim ruling by the arbitrator in March 2014 finding that the Company was liable, the Company recorded a liability of $ 1.5 1.4 0.5 1.7 During the first quarter of fiscal 2015, the Company renewed an agreement under which it had a commitment to purchase a minimum of $ 412,000 275,000 In conjunction with the acquisition of the Farncombe Entities on July 22, 2015, the Company has recognized a liability of $ 2.2 |
COMMON STOCK REPURCHASE PROGRAM
COMMON STOCK REPURCHASE PROGRAM | 12 Months Ended |
Jan. 02, 2016 | |
Equity [Abstract] | |
Common Stock Repurchase [Text Block] | 14. COMMON STOCK REPURCHASE PROGRAM On June 3, 2015, the Company’s Board of Directors authorized an amendment to the Company’s previously announced stock repurchase program to extend the program through June 30, 2016. The program was initially authorized in February 2014 and authorized the Company to repurchase up to $ 2 64,923 2.44 1,838,000 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jan. 02, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 15. EMPLOYEE BENEFIT PLANS The Company offers defined contribution plans to eligible employees. Such employees may contribute a percentage of their annual compensation in accordance with the plans’ guidelines. The plans provide for Company contributions that are subject to maximum limitations as defined by the plans. Company contributions to its defined contribution plans totaled $ 1.5 1.4 |
ORGANIZATION AND SUMMARY OF S23
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 02, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation - Name of Subsidiary Date Formed/Acquired TMNG Europe Ltd. March 19, 1997 TMNG Canada Ltd. May 14, 1998 TMNG.com, Inc. June 18, 1999 TMNG Marketing, LLC September 5, 2000 TMNG Technologies, Inc. August 27, 2001 Cambridge Strategic Management Group, Inc. ("CSMG") March 6, 2002 Cambridge Adventis Ltd. March 17, 2006 Cartesian Ltd. ("Cartesian Limited") January 2, 2007 RVA Consulting, LLC August 3, 2007 TWG Consulting, Inc. October 5, 2007 Farncombe Technology Limited July 22, 2015 Farncombe Engineering Services Limited July 22, 2015 Farncombe France SARL July 22, 2015 |
Fiscal Period, Policy [Policy Text Block] | Fiscal Year - |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue Recognition - Construction-Type and Production-Type Contracts. 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. Although there was no revenue recognized related to sales of software for fiscal years 2015 or 2014, the Company provides post-contract support ("PCS") services on historical software sales, 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 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents - |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment - Property, Plant and Equipment.” |
Managed Services Implementation Revenues and Costs [Policy Text Block] | Managed Services Implementation Revenues and Costs 443,000 1,119,000 229,000 919,000 |
Research, Development, and Computer Software, Policy [Policy Text Block] | Research and Development and Software Development Costs "Software - Costs of Software to Be Sold, Leased, or Marketed" Intangibles - Goodwill and Other - Internal-Use Software 771,000 1,020,000 643,000 473,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Intangibles-Goodwill and Other. Fair value of the Company’s reporting units is determined using a combination of the income approach and the market approach. The income approach uses a reporting unit's projection of estimated cash flows discounted using a weighted-average cost of capital analysis that reflects current market conditions. The Company also considers the market approach to valuing its reporting units utilizing revenue and EBITDA multiples. The Company compares the results of its overall enterprise valuation as determined by the combination of the two approaches to the Company’s market capitalization. Significant management judgments related to these approaches include: • Anticipated future cash flows and terminal value for each reporting unit • Selection of an appropriate discount rate • Selection of an appropriate multiple Intangible Assets - |
Income Tax, Policy [Policy Text Block] | Income Taxes - |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Transactions and Translation - 5.5 4.6 316,000 349,000 |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments Fair Value Measurements |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation - Compensation-Stock Compensation The fair value of service-based stock option grants is estimated on the grant date using a Black-Scholes option-pricing model and compensation expense related to stock option grants is recognized on a graded vesting schedule over the vesting period. For stock options containing a market condition, the market conditions are required to be considered when calculating the grant date fair value. FASB ASC 718 requires selection of a valuation technique that best fits the circumstances of an award. In order to reflect the substantive characteristics of the market condition option award, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Expense for the market condition stock options is recognized over the derived service period as determined through the Monte Carlo simulation model. For non-vested, performance-based stock awards, compensation expense is recognized based on management’s expectations with regard to achievement of certain performance and service conditions. The fair value of the awards is determined based on the market value of the underlying stock at the grant date. Expense for the awards ultimately expected to vest is recognized on a straight-line basis over the implied service period of the award. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the restricted stock award agreement will be achieved, previously recognized compensation expense would be reversed in the period such a determination is made. For non-vested, service-based stock awards, compensation is recognized based on achievement of service conditions alone. The fair value of the awards is determined based on the market value of the underlying stock at the grant date. Expense for the awards ultimately expected to vest is recognized on a graded vesting schedule over the vesting period. See Note 5, Share-Based Compensation. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share In accordance with the provisions of FASB ASC 260, " Earnings per Share, 50,000 219,000 |
Accounts Receivable [Policy Text Block] | Accounts Receivable “Transfers and Servicing Sales of Financial Assets”, 26.8 6.4 161,000 |
Inventory, Policy [Policy Text Block] | Inventory Inventory 0.6 3.0 0.3 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” which requires deferred tax liabilities and assets to be classified as noncurrent in entities’ balance sheets. Under current accounting principles generally accepted in the United States of America (“U.S. GAAP”), an entity is required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. Under this guidance, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within fiscal years. Early adoption is permitted. The Company early adopted this guidance in fiscal 2015 and it did not have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11 which requires entities to measure most inventory at the lower of cost and net realizable value thereby simplifying the existing guidance which required entities to measure inventory at the lower of cost or market. Under the current guidance, market is defined as replacement cost, net realizable value or net realizable value less a normal profit margin. The newly issued guidance eliminates the requirement to determine replacement cost and defines net realizable value as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. This new guidance is effective for the Company beginning in fiscal 2017. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, which provides guidance on a customer’s accounting for cloud computing costs. Under the ASU, a customer must determine whether a cloud computing arrangement contains a software license. If so, the customer would account for the fees related to the software license element in a manner consistent with how the acquisition of other software licenses is accounted for under current U.S. GAAP. If the arrangement does not contain a software license, the customer would account for the arrangement as a service contract. The ASU does not prescribe how to account for cloud computing arrangements deemed to be service contracts. An arrangement would contain a software license element if both of the following criteria are met: the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty; and it is feasible for the customer to either run the software on its own hardware or contract with another party unrelated to the vendor to host the software. The ASU is effective for annual periods (and interim periods therein) beginning after December 15, 2015. Early adoption is permitted. Entities may adopt the guidance retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. 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. 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. 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. In July 2015 the FASB voted to defer the effective date of this new standard by one year and to permit early adoption beginning as of the original effective date of the new standard. The provisions of FASB ASU 2014-09 will now be effective for annual reporting periods beginning after December 15, 2017, 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. The Company is currently evaluating the impact that this standard update will have on its consolidated financial statements. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Business Combinations [Abstract] | |
Schedule Of Purchase Price Transferred To Acquire [Table Text Block] | The total purchase price transferred to effect the acquisition of the Farncombe Entities is as follows: (in thousands) Cash paid at closing $ 1,015 Equity issued at closing 2,036 Fair value of contingent consideration 1,921 Working capital adjustment 2,485 Total purchase price $ 7,457 |
Schedule Of Purchase Price Allocation Assets Acquired Liabilities Assumed [Table Text Block] | The purchase price allocation is summarized in the following table: (in thousands) Tangible assets and liabilities Cash $ 1,378 Accounts receivable, net 4,627 Other current assets 191 Other non-current assets 137 Accounts payable (1,874) Accrued payroll and related expenses (796) Other current liabilities (636) Non-current deferred tax liability (264) Intangible assets 1,260 Goodwill 3,434 Net assets acquired $ 7,457 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following table summarizes the major classes of intangible assets, as well as the respective weighted-average amortization periods: Weighted-Average Amount Amortization Period (in thousands) (Years) Identifiable Intangible Assets Tradename $ 90 0.5 Non-compete agreements 60 4.5 Customer relationships 1,110 3.5 Total identifiable intangible assets $ 1,260 |
Business Acquisition, Pro Forma Information [Table Text Block] | The basic and diluted shares outstanding used to calculate the pro forma net loss per share amounts presented below have been adjusted to assume shares issued at the closing of the acquisition of the Farncombe Entities were outstanding since the beginning of fiscal 2014. Fiscal Year Ended Dollars in thousands except per share data January 2, 2016 January 3, 2015 Revenue $ 88,007 $ 86,541 Net loss $ (5,932) $ (2,202) Net loss per share $ (0.68) $ (0.26) Weighted-average basic and diluted shares used in calculation of pro forma net loss per share (in thousands) 8,734 8,388 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | North America EMEA Total Balance as of January 3, 2015 $ 3,947 $ 4,068 $ 8,015 Acquisition 3,434 3,434 Changes in foreign currency exchange rates (378) (378) Balance as of January 2, 2016 $ 3,947 $ 7,124 $ 11,071 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes the changes in the major classes of intangible assets for the fiscal year ended January 2, 2016. No intangible assets were recorded as of January 3, 2015. Non-Compete Customer Gross Carrying Amount: Tradename Agreements Relationships Total Balance as of January 3, 2015 $ $ $ $ Acquisition 90 60 1,110 1,260 Changes in foreign currency exchange rates (4) (3) (55) (62) Balance as of January 2, 2016 $ 86 $ 57 $ 1,055 $ 1,198 Accumulated Amortization: Balance as of January 3, 2015 $ $ $ $ Changes in foreign currency exchange rates 2 1 3 6 Amortization expense (73) (6) (129) (208) Balance as of January 2, 2016 $ (71) $ (5) $ (126) $ (202) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table outlines the estimated future amortization expense related to amortizing intangible assets as of January 2, 2016. (in thousands) 2016 $ 329 2017 314 2018 314 2019 38 2020 1 $ 996 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Valuation Techniques For Market Condition Stock Option Award By Vesting Tranche [Table Text Block] | The fair value and derived service periods calculated for this market condition stock option award by vesting tranche were as follows: Grant Date Derived Service Fair Value Period Per Share (in Trading Days) $4.00 market condition tranche $ 1.95 151 $5.00 market condition tranche $ 1.95 262 $6.00 market condition tranche $ 1.99 362 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of the components of the Put Option was calculated using the Black-Scholes model using the following assumptions. Issuance Date Common stock price $ 3.30 Dividend yield 0.0 % Exercise price of put option $ 4.50 Expected term 0.78 years Risk-free interest rate 0.20 % Estimated stock volatility 55 % |
Service-Based Stock Option Awards [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 service-based stock option activity of the Company's Equity Plan as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 3, 2015 307,753 $ 8.54 Exercised (7,500) $ 1.55 Forfeited/cancelled (55,700) $ 11.60 Outstanding at January 2, 2016 244,553 $ 8.06 3.9 years $ 0 Options vested and expected to vest at January 2, 2016 237,053 $ 8.18 3.7 years $ 0 Options exercisable at January 2, 2016 207,052 $ 8.80 3.1 years $ 0 |
Schedule of Nonvested Share Activity [Table Text Block] | A summary of the status of service-based non-vested share awards issued under the Equity Plan as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Average Grant Date Fair Value per Shares share Outstanding at January 3, 2015 81,000 $ 3.93 Vested (81,000) $ 3.93 Outstanding at January 2, 2016 $ |
Market Condition Stock Option Awards [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 market condition stock option activity under the Equity Plan, as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Average Exercise Shares Price Outstanding at January 3, 2015 - $ - Granted 200,000 $ 3.34 Outstanding at January 2, 2016 200,000 $ 3.34 Options vested and expected to vest at January 2, 2016 200,000 $ 3.34 Options exercisable at January 2, 2016 - $ - |
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 Equity Plan as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Average Grant Date Fair Value per Shares share Outstanding at January 3, 2015 652,999 $ 3.19 Granted 58,940 $ 3.17 Vested (63,406) $ 3.26 Forfeited (398,318) $ 3.20 Outstanding at January 2, 2016 250,215 $ 3.15 |
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 Supplemental Stock Plan as of January 2, 2016 and changes during the fiscal year then ended is presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 3, 2015 82,600 $ 11.33 Forfeited/cancelled (45,700) $ 11.51 Outstanding at January 2, 2016 36,900 $ 11.11 1.4 years $ 0 Options vested and exercisable at January 2, 2016 36,900 $ 11.11 1.4 years $ 0 |
SUPPLEMENTAL BALANCE SHEET IN27
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
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): January 2, 2016 January 3, 2015 Accrued payroll, bonuses and related expenses Accrued payroll $ 448 $ 385 Accrued bonuses 3,205 2,482 Accrued payroll taxes 636 437 Accrued vacation 539 360 Accrued severance 100 Other 297 135 $ 5,125 $ 3,899 Other accrued liabilities Sales and value-added taxes payable $ 478 $ 382 Lease termination liability 135 Put option liability 102 Accrued income taxes 376 Accrued professional fees 604 99 Other 229 505 $ 1,924 $ 986 |
BUSINESS SEGMENTS, MAJOR CUST28
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | for additional discussion of the arbitration costs. Summarized financial information concerning the Company's reportable segments is shown in the following table (amounts in thousands): Not Allocated North Strategic to America EMEA Alliances Segments Total As of and for the fiscal year ended January 2, 2016: Revenues $ 34,025 $ 43,844 $ 475 $ $ 78,344 Income (loss) from operations 8,222 5,884 (2,982) (17,330) (6,206) Total other income (expense) (899) (899) Income (loss) before income tax provision 8,222 5,884 (2,982) (18,229) (7,105) Depreciation 952 952 Total assets $ 6,831 $ 9,725 $ 626 $ 24,177 $ 41,359 As of and for the fiscal year ended January 3, 2015: Revenues $ 34,660 $ 36,979 $ 36 $ $ 71,675 Income (loss) from operations 9,057 6,908 (1,229) (15,617) (881) Total other income (expense) (1,651) (1,651) Income (loss) before income tax provision 9,057 6,908 (1,229) (17,268) (2,532) Depreciation 628 628 Total assets $ 7,398 $ 6,099 $ 3,030 $ 25,749 $ 42,276 |
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): Revenues Fiscal Year Fiscal Year 2015 2014 United States $ 34,511 $ 34,125 International: United Kingdom 41,399 34,642 Other 2,434 2,908 Total $ 78,344 $ 71,675 |
Long-lived Assets by Geographic Areas [Table Text Block] | In accordance with the provisions of FASB ASC 280-10, long-lived assets, excluding intangible assets, by geographic area are shown in the following table (amounts in thousands): Long-Lived Assets January 2, January 3, 2016 2015 United States $ 2,611 $ 1,673 United Kingdom 346 230 France 12 Total $ 2,969 $ 1,903 |
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) for fiscal years 2015 and 2014 and accounts receivable as of January 2, 2016 and January 3, 2015 were as follows (amounts in thousands): Revenues Fiscal Year 2015 Fiscal Year 2014 North North America EMEA America EMEA Customer A $ 18,906 $ 21,995 Customer B $ 16,243 $ 7,365 Customer C $ 13,377 $ 11,851 Accounts Receivable January 2, January 3, 2016 2015 Customer A $ 1,510 $ 2,112 Customer B $ 3,577 $ 2,870 Customer C $ 1,423 $ 2,783 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | January 2, January 3, 2016 2015 (In thousands) Furniture and fixtures $ 1,748 $ 1,725 Software and computer equipment 8,006 5,935 Leasehold improvements 1,500 1,522 11,254 9,182 Less: Accumulated depreciation 8,743 7,890 $ 2,511 $ 1,292 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For fiscal years 2015 and 2014, income (loss) before income taxes consisted of the following (amounts in thousands): Fiscal Fiscal Year Year 2015 2014 United States $ (9,321) $ (5,168) Foreign 2,216 2,636 Total income (loss) before income taxes $ (7,105) $ (2,532) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For fiscal years 2015 and 2014, the income tax benefit (provision) consists of the following (amounts in thousands): Fiscal Fiscal Year Year 2015 2014 Federal deferred tax expense, net $ (99) $ (99) State deferred tax benefit (expense), net 42 (37) Foreign current tax expense (263) - Foreign deferred tax (expense) benefit, net (266) 1,257 Total income tax (expense) benefit $ (586) $ 1,121 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation between the benefit (provision) for income taxes and the amounts computed based on loss before income taxes at the statutory federal income tax rate (amounts in thousands): Fiscal Year 2015 Fiscal Year 2014 Amount % Amount % Computed expected federal income tax benefit $ 2,413 34.0 $ 861 34.0 State income tax benefit, net of federal benefit 514 7.2 340 13.4 Rate differential on foreign operations 296 4.2 353 13.9 Forfeited vested stock options (267) (3.8) (75) (2.9) Tax benefits associated with share-based awards 12 0.2 61 2.4 Adjustment to estimated tax loss carryforward (226) (3.2) (434) (17.1) Change in statutory and applicable tax rates (518) (7.3) 681 26.9 Non-deductible expenses (753) (10.6) (694) (27.4) Other (26) (0.4) (3) (0.1) Change in valuation allowance (2,031) (28.6) 31 1.2 Total income tax (expense) benefit $ (586) (8.3) $ 1,121 44.3 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The significant components of deferred income tax assets and the related balance sheet classifications, as of January 2, 2016 and January 3, 2015, are as follows (amounts in thousands): January 2, January 3, 2016 2015 Current deferred tax assets (liabilities): Accounts receivable $ 67 $ 46 Accrued expenses 1,040 125 Valuation allowance (1,027) (100) Current deferred tax assets $ 80 $ 71 Non-current deferred tax assets (liabilities): Goodwill and intangible assets $ 1,143 $ 3,057 Share-based compensation expense 551 873 Net operating loss carryforward 29,894 27,178 Other 224 274 Foreign tax credit carryforward 1,006 1,006 Valuation allowance (33,089) (32,025) Non-current deferred tax assets (liabilities) $ (271) $ 363 |
Summary of Operating Loss Carryforwards [Table Text Block] | The federal net operating loss carryforward as of January 2, 2016 is scheduled to expire as follows (amounts in thousands): Amount Year $ 1,640 2020 5,602 2023 9,094 2024 7,432 2025 9,854 2026 5,152 2027 1,637 2028 3,279 2030 4,676 2031 4,798 2032 5,942 2033 10,000 2034 9,502 2035 Total $ 78,608 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
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 and the Holder Redemption Option: January 2, 2016 January 3, 2015 Common stock price $ 2.22 $ 4.25 Dividend yield 0.0 % 0.0 % Expected term 0.75 years 1.75 years Risk-free interest rate 1.3 % 1.5 % Estimated stock volatility 45.0 % 45.0 % |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | As of January 2, 2016 and January 3, 2015, liabilities recorded at fair value on a recurring basis consist of the following (in thousands): Significant other Quoted prices in Significant other unobservable active markets observable inputs inputs Total Level 1 Level 2 Level 3 January 2, 2016: Holder Redemption Option $ 952 $ $ $ 952 Earn-Out Liability $ 2,176 $ $ 2,176 January 3, 2015: Holder Redemption Option $ 337 $ $ $ 337 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table summarizes the year-to-date changes to the fair value of the Holder Redemption Option and Earn-Out liability, which are Level 3 liabilities (in thousands): Holder Redemption Earn-Out Option Liability Fair value at January 3, 2015 $ 337 $ Initial fair value of Earn-Out liability 1,921 Increase in fair value 615 255 Fair value at January 2, 2016 $ 952 $ 2,176 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Following is a summary of future minimum payments under operating leases that have initial or remaining non-cancellable lease terms at January 2, 2016 (amounts in thousands): Operating Fiscal Year Leases 2016 $ 1,093 2017 1,119 2018 933 2019 709 2020 621 Thereafter 549 Total minimum lease payments 5,024 Future minimum rentals to be received under non-cancellable subleases - Minimum lease payments net of amounts to be received under subleases $ 5,024 |
ORGANIZATION AND SUMMARY OF S33
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 04, 2015 | Jan. 02, 2016 | Jan. 03, 2015 | |
Accounting Policies [Line Items] | |||
Implementation Costs | $ 443,000 | $ 1,119,000 | |
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 771,000 | 1,020,000 | |
Foreign currency translation adjustment | 5,461,000 | 4,595,000 | |
Foreign Currency Transaction Gain (Loss), before Tax | 316,000 | 349,000 | |
Trade Receivables, Third Party | 26,800,000 | 6,400,000 | |
Capitalized Computer Software, Gross | 643,000 | 473,000 | |
Inventory, Finished Goods, Gross | 600,000 | 3,000,000 | |
Gain (Loss) on Sale of Accounts Receivable | 161,000 | ||
Unamortized deferred implementation costs | 229,000 | 919,000 | |
Inventory Write-down | $ 300,000 | $ 2,375,000 | $ 0 |
Stock Compensation Plan [Member] | |||
Accounting Policies [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,000 | 219,000 | |
Furniture and Fixtures [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software And Computer Equipment [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Software And Computer Equipment [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years |
ACQUISITION (Details)
ACQUISITION (Details) - Farncombe Entities [Member] $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Cash paid at closing | $ 1,015 |
Equity issued at closing | 2,036 |
Fair value of contingent consideration | 1,921 |
Working capital adjustment | 2,485 |
Total purchase price | $ 7,457 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Goodwill | $ 11,071 | $ 8,015 |
Farncombe Entities [Member] | ||
Cash | 1,378 | |
Accounts receivable, net | 4,627 | |
Other current assets | 191 | |
Other non-current assets | 137 | |
Accounts payable | (1,874) | |
Accrued payroll and related expenses | (796) | |
Other current liabilities | (636) | |
Non-current deferred tax liability | (264) | |
Intangible assets | 1,260 | |
Goodwill | 3,434 | |
Net assets acquired | $ 7,457 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Finite-lived Intangible Assets Acquired | $ 1,260 |
Noncompete Agreements [Member] | |
Finite-lived Intangible Assets Acquired | $ 60 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 6 months |
Customer Relationships [Member] | |
Finite-lived Intangible Assets Acquired | $ 1,110 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 6 months |
Trade Name [Member] | |
Finite-lived Intangible Assets Acquired | $ 90 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Revenue | $ 88,007 | $ 86,541 |
Net loss | $ (5,932) | $ (2,202) |
Net loss per share | $ (0.68) | $ (0.26) |
Weighted-average basic and diluted shares used in calculation of pro forma net loss per share (in thousands) | 8,734 | 8,388 |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2016USD ($) | Mar. 31, 2016GBP (£) | Mar. 31, 2016EUR (€) | Jul. 22, 2015GBP (£) | Jul. 22, 2015USD ($)$ / sharesshares | Jul. 22, 2015GBP (£)shares | Oct. 03, 2015USD ($) | Oct. 03, 2015GBP (£) | Jan. 02, 2016USD ($) | Jan. 02, 2016USD ($) | Jan. 03, 2015USD ($) | Jul. 22, 2015GBP (£)£ / sharesshares | |
Purchase Price Related to Working Capital Adjustment | $ 1,100,000 | £ 743,753 | ||||||||||
Percentage of Business Acquisition Purchase Price | 30.00% | 30.00% | ||||||||||
Net Income (Loss) Attributable to Parent, Total | $ (7,691,000) | $ (1,411,000) | ||||||||||
Business Acquisition, Pro Forma Adjustment for Intangible Asset Amortization Expense | 330,000 | 420,000 | ||||||||||
Acquisition Costs Incurred And Expensed | 697,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 300,000 | £ 184,000 | € 12,000 | |||||||||
Purchase Agreement [Member] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | £ 1,308,186 | $ 2,000,000 | 2,100,000 | £ 654,093 | ||||||||
Payments to Acquire Businesses, Gross | 1,000,000 | £ 654,093 | $ 1,000,000 | |||||||||
Business Combination, Consideration Transferred, Total | $ 6,800,000 | £ 4,360,620 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 588,567 | 588,567 | ||||||||||
Exchange Rate Utilized | based on an exchange rate of 1.000 = US$1.556 | |||||||||||
Share Price | (per share) | $ 3.46 | £ 2.22 | ||||||||||
Farncombe Entities [Member] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,036,000 | |||||||||||
Payments to Acquire Businesses, Gross | 1,015,000 | |||||||||||
Business Combination, Consideration Transferred, Total | 7,457,000 | |||||||||||
Business Combination, Acquisition Related Costs | 697,000 | |||||||||||
Revenue, Net, Total | $ 6,300,000 | |||||||||||
Net Income (Loss) Attributable to Parent, Total | 500,000 | |||||||||||
Cash [Member] | ||||||||||||
Percentage of Business Acquisition Purchase Price | 15.00% | 15.00% | ||||||||||
Earn Out Consideration [Member] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,500,000 | |||||||||||
Percentage of Business Acquisition Purchase Price | 40.00% | 40.00% | ||||||||||
Exchange Rate Utilized | based on an exchange rate of 1.000= US$1.479 | |||||||||||
Business Acquisition Potential Cash Payment | $ 1,100,000 | £ 719,483 | ||||||||||
Business Acquisition Shares issuable | shares | 461,055 | 461,055 | ||||||||||
Earn Out Consideration [Member] | Purchase Agreement [Member] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | £ 1,024,765 | $ 255,000 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Basis for Amount | Amounts, if any, payable under the Earn-Out are based upon the amounts of specified revenues attributable to the Farncombe Entities after June 1, 2015 through July 22, 2017 | Amounts, if any, payable under the Earn-Out are based upon the amounts of specified revenues attributable to the Farncombe Entities after June 1, 2015 through July 22, 2017 | ||||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 2,176,000 | $ 2,176,000 |
STRATEGIC ALLIANCE AND INVEST39
STRATEGIC ALLIANCE AND INVESTMENT BY ELUTIONS, INC. (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 27, 2014 | Mar. 29, 2014 | Jan. 02, 2016 | Jan. 03, 2015 | Jun. 03, 2015 | Feb. 25, 2014 | |
Price Per Share Of Stock On Tracking Warrant | $ 5.50 | |||||
Costs Related To Transaction | $ 512,000 | |||||
Transaction Costs Allocated To Liabilities | 345,000 | |||||
Transaction Costs Allocated To Equities | 167,000 | |||||
Amortization of Debt Discount (Premium) | $ 1,265,000 | $ 0 | 1,265,000 | |||
Notes Payable, Current | 3,269,000 | 3,269,000 | ||||
Interest Expense, Debt | 256,000 | 206,000 | ||||
Estimated License Payments | 1,200,000 | |||||
Due from Related Parties | $ 400,000 | |||||
Interest Rate In Advance Payments | 5.50% | |||||
Payments Under Subcontract | $ 291,000 | 710,000 | ||||
Amount Deducted At Time of Payment | 112,000 | |||||
Due to Employees, Current | 36,750 | |||||
Labor and Related Expense | 441,000 | 367,500 | ||||
Other Assets, Noncurrent | $ 458,000 | 611,000 | ||||
Outstanding Shares Percentage | 6.50% | |||||
Equity Method Investment, Ownership Percentage | 38.50% | |||||
Non Convertible Promissory Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.825% | |||||
Debt Instrument Debt Default Interest Rate Percentage | 9.825% | |||||
Debt Instrument, Maturity Date | Mar. 18, 2019 | |||||
Notes Payable, Current | $ 3,269,000 | |||||
Notes Payable, Fair Value Disclosure | $ 3,004,000 | $ 3,089,000 | ||||
Incentive Warrant [Member] | ||||||
Warrants Issued to Purchase Common Stock | 3,400,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 34,248 | 63,000 | ||||
Incentive Warrant [Member] | Non Convertible Promissory Note [Member] | ||||||
Debt Instrument, Maturity Date | Mar. 18, 2019 | |||||
Elutions, Inc [Member] | ||||||
Debt Instrument, Face Amount | $ 3,268,664 | |||||
Due from Related Parties | $ 300,000 | |||||
Other Assets, Current | 100,000 | |||||
Other Assets, Noncurrent | 200,000 | |||||
Elutions, Inc [Member] | Inventories [Member] | ||||||
Payment To Acquire Inventory | $ 3,000,000 | |||||
Purchase Obligation, Total | $ 3,000,000 | |||||
Elutions, Inc [Member] | Non Convertible Promissory Note [Member] | Strategic Alliance and Investment [Member] | ||||||
Debt Instrument, Face Amount | $ 3,268,664 | |||||
Price Per Share Of Stock On Tracking Warrant | $ 5.50 | |||||
Elutions, Inc [Member] | Common Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 609,756 | |||||
Shares Issued, Price Per Share | $ 3.28 | |||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | |||||
Elutions, Inc [Member] | Tracking Warrant [Member] | ||||||
Warrants Issued During Period Exercise Price | $ 3.28 | |||||
Warrants Issued to Purchase Common Stock | 996,544 | |||||
Elutions, Inc [Member] | Tracking Warrant [Member] | Strategic Alliance and Investment [Member] | ||||||
Warrants Issued During Period Exercise Price | $ 3.28 | |||||
Price Per Share Of Stock On Tracking Warrant | $ 5.50 | |||||
Warrants Issued During Period Expiration Date | Mar. 18, 2020 | |||||
Warrants Issued to Purchase Common Stock | 996,544 | |||||
Elutions, Inc [Member] | Incentive Warrant [Member] | ||||||
Warrants Issued During Period Exercise Price Increases Per Year | $ 0.25 | |||||
Warrants Issued During Period Expiration Date | Mar. 18, 2020 | |||||
Warrants Issued to Purchase Common Stock | 3,400,000 | |||||
Elutions, Inc [Member] | Incentive Warrant [Member] | Minimum [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 3.85 | $ 3.85 | ||||
Elutions, Inc [Member] | Incentive Warrant [Member] | Maximum [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.85 | $ 4.85 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Goodwill [Line Items] | |
Balance as of January 3, 2015 | $ 8,015 |
Acquisition | 3,434 |
Changes in foreign currency exchange rates | (378) |
Balance as of January 2, 2016 | 11,071 |
North America [Member] | |
Goodwill [Line Items] | |
Balance as of January 3, 2015 | 3,947 |
Acquisition | 0 |
Changes in foreign currency exchange rates | 0 |
Balance as of January 2, 2016 | 3,947 |
EMEA [Member] | |
Goodwill [Line Items] | |
Balance as of January 3, 2015 | 4,068 |
Acquisition | 3,434 |
Changes in foreign currency exchange rates | (378) |
Balance as of January 2, 2016 | $ 7,124 |
GOODWILL AND INTANGIBLE ASSET41
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Gross Carrying Amount: | ||
Balance as of January 3, 2015 | $ 0 | |
Acquisition | 1,260 | |
Changes in foreign currency exchange rates | (62) | |
Balance as of January 2, 2016 | 1,198 | $ 0 |
Accumulated Amortization: | ||
Balance as of January 3, 2015 | 0 | |
Changes in foreign currency exchange rates | 6 | |
Amortization expense | 208 | 0 |
Balance as of January 2, 2016 | (202) | 0 |
Noncompete Agreements [Member] | ||
Gross Carrying Amount: | ||
Balance as of January 3, 2015 | 0 | |
Acquisition | 60 | |
Changes in foreign currency exchange rates | (3) | |
Balance as of January 2, 2016 | 57 | 0 |
Accumulated Amortization: | ||
Balance as of January 3, 2015 | 0 | |
Changes in foreign currency exchange rates | 1 | |
Amortization expense | (6) | |
Balance as of January 2, 2016 | (5) | 0 |
Customer Relationships [Member] | ||
Gross Carrying Amount: | ||
Balance as of January 3, 2015 | 0 | |
Acquisition | 1,110 | |
Changes in foreign currency exchange rates | (55) | |
Balance as of January 2, 2016 | 1,055 | 0 |
Accumulated Amortization: | ||
Balance as of January 3, 2015 | 0 | |
Changes in foreign currency exchange rates | 3 | |
Amortization expense | (129) | |
Balance as of January 2, 2016 | (126) | 0 |
Trade Names [Member] | ||
Gross Carrying Amount: | ||
Balance as of January 3, 2015 | 0 | |
Acquisition | 90 | |
Changes in foreign currency exchange rates | (4) | |
Balance as of January 2, 2016 | 86 | 0 |
Accumulated Amortization: | ||
Balance as of January 3, 2015 | 0 | |
Changes in foreign currency exchange rates | 2 | |
Amortization expense | (73) | |
Balance as of January 2, 2016 | $ (71) | $ 0 |
GOODWILL AND INTANGIBLE ASSET42
GOODWILL AND INTANGIBLE ASSETS (Details 2) $ in Thousands | Jan. 02, 2016USD ($) |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | $ 329 |
2,017 | 314 |
2,018 | 314 |
2,019 | 38 |
2,020 | 1 |
Finite-Lived Intangible Assets, Net, Total | $ 996 |
GOODWILL AND INTANGIBLE ASSET43
GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Goodwill [Line Items] | ||
Amortization of Intangible Assets | $ 208 | $ 0 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($)$ / sharesshares | |
Service-Based Stock Option Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding (in shares) | shares | 307,753 |
Shares, Exercised (in shares) | shares | (7,500) |
Shares, Forfeited/cancelled (in shares) | shares | (55,700) |
Shares, Outstanding (in shares) | shares | 244,553 |
Shares, Options vested and expected to vest (in shares) | shares | 237,053 |
Shares, Options exercisable (in shares) | shares | 207,052 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 8.54 |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 1.55 |
Weighted Average Exercise Price, Forfeited/cancelled (in dollars per share) | $ / shares | 11.60 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | 8.06 |
Weighted Average Exercise Price, Options vested and expected to vest (in dollars per share) | $ / shares | 8.18 |
Weighted Average Exercise Price, Options exercisable (in dollars per share) | $ / shares | $ 8.80 |
Weighted Average Remaining Contractual Term, Outstanding | 3 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 3 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Options exercisable | 3 years 1 month 6 days |
Aggregate Instrinsic Value, Outstanding | $ | $ 0 |
Aggregate Instrinsic Value, Options vested and expected to vest | $ | 0 |
Aggregate Instrinsic Value, Options exercisable | $ | $ 0 |
Market Condition Stock Option Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding (in shares) | shares | 0 |
Shares, Granted (in shares) | shares | 200,000 |
Shares, Outstanding (in shares) | shares | 200,000 |
Shares, Options vested and expected to vest (in shares) | shares | 200,000 |
Shares, Options exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 0 |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 3.34 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | 3.34 |
Weighted Average Exercise Price, Options vested and expected to vest (in dollars per share) | $ / shares | 3.34 |
Weighted Average Exercise Price, Options exercisable (in dollars per share) | $ / shares | $ 0 |
Supplemental Stock Plan 2000 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding (in shares) | shares | 82,600 |
Shares, Forfeited/cancelled (in shares) | shares | (45,700) |
Shares, Outstanding (in shares) | shares | 36,900 |
Shares, Options vested and expected to vest (in shares) | shares | 36,900 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | $ 11.33 |
Weighted Average Exercise Price, Forfeited/cancelled (in dollars per share) | $ / shares | 11.51 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ / shares | 11.11 |
Weighted Average Exercise Price, Options vested and expected to vest (in dollars per share) | $ / shares | $ 11.11 |
Weighted Average Remaining Contractual Term, Outstanding | 1 year 4 months 24 days |
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 1 year 4 months 24 days |
Aggregate Instrinsic Value, Outstanding | $ | $ 0 |
Aggregate Instrinsic Value, Options vested and expected to vest | $ | $ 0 |
SHARE-BASED COMPENSATION (Det45
SHARE-BASED COMPENSATION (Details 1) | 12 Months Ended |
Jan. 02, 2016$ / shares | |
Share-based Compensation Award, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 1.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 151 days |
Share-based Compensation Award, Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 1.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 262 days |
Share-based Compensation Award, Tranche Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 1.99 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 362 days |
SHARE-BASED COMPENSATION (Det46
SHARE-BASED COMPENSATION (Details 2) | 12 Months Ended |
Jan. 02, 2016$ / sharesshares | |
Performance Based Non vested Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding (in shares) | shares | 652,999 |
Shares, Granted (in shares) | shares | 58,940 |
Shares, Vested (in shares) | shares | (63,406) |
Shares, Forfeited (in shares) | shares | (398,318) |
Shares, Outstanding (in shares) | shares | 250,215 |
Weighted Average Grant Date Fair Value, Outstanding (in dollars per share) | $ / shares | $ 3.19 |
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 3.17 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 3.26 |
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | 3.20 |
Weighted Average Grant Date Fair Value, Outstanding (in dollars per share) | $ / shares | $ 3.15 |
Equity Incentive Plan [Member] | Service Based Non vested Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Outstanding (in shares) | shares | 81,000 |
Shares, Vested (in shares) | shares | (81,000) |
Shares, Outstanding (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value, Outstanding (in dollars per share) | $ / shares | $ 3.93 |
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 3.93 |
Weighted Average Grant Date Fair Value, Outstanding (in dollars per share) | $ / shares | $ 0 |
SHARE-BASED COMPENSATION (Det47
SHARE-BASED COMPENSATION (Details 3) - Put Option [Member] - Chief Executive Officer [Member] | 12 Months Ended |
Jan. 02, 2016$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Common stock price | $ 3.30 |
Dividend yield | 0.00% |
Exercise price of put option | $ 4.50 |
Expected term | 9 months 11 days |
Risk-free interest rate | 0.20% |
Estimated stock volatility | 55.00% |
SHARE-BASED COMPENSATION (Det48
SHARE-BASED COMPENSATION (Details Textual) - USD ($) | Jun. 03, 2015 | Mar. 10, 2014 | Apr. 08, 2013 | Mar. 31, 2016 | Nov. 30, 2015 | Jul. 22, 2015 | Jun. 16, 2015 | Jan. 02, 2016 | Apr. 04, 2015 | Jan. 02, 2016 | Jan. 03, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 20,000 | $ 20,000 | $ 78,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 27 months | ||||||||||
Employee Stock Purchase Plan Percentage Of Market Value | 85.00% | ||||||||||
Employee Stock Purchase Plan (ESPP) Compensation Expense | $ 17,000 | 84,000 | |||||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 40,000 | 61,000 | |||||||||
Share-based Compensation, Total | 372,000 | 1,057,000 | |||||||||
Other Accrued Liabilities, Current | 1,924,000 | 1,924,000 | 986,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | If the vesting percentage is less than 100% on the vesting date, that percentage of the non-vested stock that does not vest as of the vesting date shall be forfeited. | ||||||||||
Share-based Compensation Award, Tranche One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Option Vesting upon Price Target | 75,000 | ||||||||||
Share Price Target | $ 4 | ||||||||||
Share-based Compensation Award, Tranche Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Option Vesting upon Price Target | 75,000 | ||||||||||
Share Price Target | $ 5 | ||||||||||
Share-based Compensation Award, Tranche Three [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Option Vesting upon Price Target | 50,000 | ||||||||||
Share Price Target | $ 6 | ||||||||||
Put Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation, Total | 168,000 | ||||||||||
Other Accrued Liabilities, Current | $ 102,000 | 102,000 | |||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Instruments Classified in Shareholders' Equity, Period Increase (Decrease), Total | $ 372,000 | ||||||||||
Put Option Issued | 112,692 | ||||||||||
Put Option Issued, Strike Price | $ 4.50 | $ 4.50 | $ 1.49 | $ 1.49 | |||||||
Put Option Exercise Amount | $ 405,000 | ||||||||||
Number Of Options Exercised | 90,000 | ||||||||||
Put Option [Member] | Subsequent Event [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Derivative, Maturity Date | Mar. 15, 2016 | ||||||||||
Call Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Call Option Value | $ 33,000 | $ 33,000 | |||||||||
Call Option Par Value | $ 0.29 | $ 0.29 | |||||||||
Executive Officers And Employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 800,000 | ||||||||||
Two Employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 58,940 | ||||||||||
Service Based Non vested Share Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Allocated Share-based Compensation Expense | $ 54,000 | 257,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 54,000 | ||||||||||
Performance Based Non vested Share Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per share) | $ 3.93 | $ 3.14 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 15 months | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 179,000 | $ 179,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 40,000 | ||||||||||
Earnings Before Income Tax And Dividends | $ 10,500,000 | $ 14,000,000 | |||||||||
Share-based Compensation, Total | 170,000 | 631,000 | |||||||||
Share Based Compensation Expense, Reduction to Expense as Result of Revised Estimates | 250,000 | ||||||||||
Market Condition Stock Option Award [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Allocated Share-based Compensation Expense | 250,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 142,000 | $ 142,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months | ||||||||||
Service-Based Stock Option Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation, Total | $ 56,000 | $ 85,000 | |||||||||
Equity Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Increases Decreases in Period | 500,000 | ||||||||||
Cumulative Number Of Shares Of Common Stock Available For Issuance Before Amendment | 2,305,659 | 2,305,659 | |||||||||
Cumulative Number Of Shares Of Common Stock Available For Issuance After Amendment | 2,805,659 | 2,805,659 | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options, Beginning Balance | 1,499,442 | 1,499,442 | |||||||||
Equity Incentive Plan [Member] | Market Condition Stock Option Award [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.34 | ||||||||||
Employee [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Employee Stock Purchase Plan Maximum Allocation Of Base Compensation | 15.00% |
SUPPLEMENTAL BALANCE SHEET IN49
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Accrued payroll, bonuses and related expenses | ||
Accrued payroll | $ 448 | $ 385 |
Accrued bonuses | 3,205 | 2,482 |
Accrued payroll taxes | 636 | 437 |
Accrued vacation | 539 | 360 |
Accrued severance | 0 | 100 |
Other | 297 | 135 |
Employee-related Liabilities, Current | 5,125 | 3,899 |
Other accrued liabilities | ||
Sales and value-added taxes payable | 478 | 382 |
Lease termination liability | 135 | 0 |
Put option liability | 102 | 0 |
Accrued income taxes | 376 | 0 |
Accrued professional fees | 604 | 99 |
Other | 229 | 505 |
Other Accrued Liabilities, Current | $ 1,924 | $ 986 |
BUSINESS SEGMENTS, MAJOR CUST50
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 78,344 | $ 71,675 |
Income (loss) from operations | (6,206) | (881) |
Total other income (expense) | (899) | (1,651) |
Income (loss) before income tax provision | (7,105) | (2,532) |
Depreciation | 952 | 628 |
Total assets | 41,359 | 42,276 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,025 | 34,660 |
Income (loss) from operations | 8,222 | 9,057 |
Total other income (expense) | 0 | 0 |
Income (loss) before income tax provision | 8,222 | 9,057 |
Depreciation | 0 | 0 |
Total assets | 6,831 | 7,398 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 43,844 | 36,979 |
Income (loss) from operations | 5,884 | 6,908 |
Total other income (expense) | 0 | 0 |
Income (loss) before income tax provision | 5,884 | 6,908 |
Depreciation | 0 | 0 |
Total assets | 9,725 | 6,099 |
Strategic Alliances [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 475 | 36 |
Income (loss) from operations | (2,982) | (1,229) |
Total other income (expense) | 0 | 0 |
Income (loss) before income tax provision | (2,982) | (1,229) |
Depreciation | 0 | 0 |
Total assets | 626 | 3,030 |
Unallocated Amount To Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Income (loss) from operations | (17,330) | (15,617) |
Total other income (expense) | (899) | (1,651) |
Income (loss) before income tax provision | (18,229) | (17,268) |
Depreciation | 952 | 628 |
Total assets | $ 24,177 | $ 25,749 |
BUSINESS SEGMENTS, MAJOR CUST51
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 78,344 | $ 71,675 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,511 | 34,125 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 41,399 | 34,642 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,434 | $ 2,908 |
BUSINESS SEGMENTS, MAJOR CUST52
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Details 2) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 2,969 | $ 1,903 |
France [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 12 | |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 2,611 | 1,673 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 346 | $ 230 |
BUSINESS SEGMENTS, MAJOR CUST53
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 78,344 | $ 71,675 |
Accounts Receivable, Net, Current, Total | 16,556 | 13,527 |
Customer A [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts Receivable, Net, Current, Total | 1,510 | 2,112 |
Customer B [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts Receivable, Net, Current, Total | 3,577 | 2,870 |
Customer C [Member] | ||
Segment Reporting Information [Line Items] | ||
Accounts Receivable, Net, Current, Total | 1,423 | 2,783 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,025 | 34,660 |
North America [Member] | Customer C [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 13,377 | 11,851 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 43,844 | 36,979 |
EMEA [Member] | Customer A [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 18,906 | 21,995 |
EMEA [Member] | Customer B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 16,243 | $ 7,365 |
BUSINESS SEGMENTS, MAJOR CUST54
BUSINESS SEGMENTS, MAJOR CUSTOMERS AND SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK (Details Textual) | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Segment Reporting Information [Line Items] | ||
Entity Wide Information Percentage Revenue Contribution Top Ten Customers By Revenue Contribution | 87.00% | 84.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,254 | $ 9,182 |
Less: Accumulated depreciation | 8,743 | 7,890 |
Property and equipment, net | 2,511 | 1,292 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,748 | 1,725 |
Software and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,006 | 5,935 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,500 | $ 1,522 |
PROPERTY AND EQUIPMENT (Detai56
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 952,000 | $ 628,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Total income (loss) before income taxes | $ (7,105) | $ (2,532) |
United States [Member] | ||
Total income (loss) before income taxes | (9,321) | (5,168) |
Foreign [Member] | ||
Total income (loss) before income taxes | $ 2,216 | $ 2,636 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Components Of Income Tax Expense Benefit [Line Items] | ||
Federal deferred tax expense, net | $ (99) | $ (99) |
State deferred tax benefit (expense), net | 42 | (37) |
Foreign current tax expense | (263) | 0 |
Foreign deferred tax (expense) benefit, net | (266) | 1,257 |
Total income tax (expense) benefit | $ (586) | $ 1,121 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Computed expected federal income tax benefit, Amount | $ 2,413 | $ 861 |
State income tax benefit, net of federal benefit, Amount | 514 | 340 |
Rate differential on foreign operations, Amount | 296 | 353 |
Forfeited vested stock options, Amount | (267) | (75) |
Tax benefits associated with share-based awards, Amount | 12 | 61 |
Adjustment to estimated tax loss carryforward, Amount | (226) | (434) |
Change in statutory and applicable tax rates, Amount | (518) | 681 |
Non-deductible expenses, Amount | (753) | (694) |
Other, Amount | (26) | (3) |
Change in valuation allowance, Amount | (2,031) | 31 |
Income tax benefit (provision) | $ (586) | $ 1,121 |
Computed expected federal income tax benefit, Percentage | 34.00% | 34.00% |
State income tax benefit, net of federal benefit, Percentage | 7.20% | 13.40% |
Rate differential on foreign operations, Percentage | 4.20% | 13.90% |
Forfeited vested stock options, Percentage | (3.80%) | (2.90%) |
Tax benefits associated with share-based awards, Percentage | 0.20% | 2.40% |
Adjustment to estimated tax loss carryforward, Percentage | (3.20%) | (17.10%) |
Change in statutory and applicable tax rates, Percentage | (7.30%) | 26.90% |
Non-deductible expenses, Percentage | (10.60%) | (27.40%) |
Other, Percentage | (0.40%) | (0.10%) |
Change in valuation allowance, Percentage | (28.60%) | 1.20% |
Total, Percentage | (8.30%) | 44.30% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Current deferred tax assets (liabilities): | ||
Accounts receivable | $ 67 | $ 46 |
Accrued expenses | 1,040 | 125 |
Valuation allowance | (1,027) | (100) |
Current deferred tax assets | 80 | 71 |
Non-current deferred tax assets (liabilities): | ||
Goodwill and intangible assets | 1,143 | 3,057 |
Share-based compensation expense | 551 | 873 |
Net operating loss carryforward | 29,894 | 27,178 |
Other | 224 | 274 |
Foreign tax credit carryforward | 1,006 | 1,006 |
Valuation allowance | (33,089) | (32,025) |
Non-current deferred tax assets (liabilities) | $ (271) | $ 363 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) $ in Thousands | Jan. 02, 2016USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 78,608 |
Expiration Year 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 1,640 |
Expiration Year 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 5,602 |
Expiration Year 2024 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 9,094 |
Expiration Year 2025 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 7,432 |
Expiration Year 2026 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 9,854 |
Expiration Year 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 5,152 |
Expiration Year 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 1,637 |
Expiration Year 2030 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 3,279 |
Expiration Year 2031 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 4,676 |
Expiration Year 2032 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 4,798 |
Expiration Year 2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 5,942 |
Expiration Year 2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | 10,000 |
Expiration Year 2035 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward | $ 9,502 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Deferred Tax Assets And Liabilities [Line Items] | ||
Income Tax Expense (Benefit) | $ 586,000 | $ (1,121,000) |
Deferred Tax Assets, Valuation Allowance | 34,100,000 | 32,100,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | $ 1,006,000 | 1,006,000 |
Minimum Percentage Of Income Tax Examination Likelihood Of Tax Benefits Being Realized Upon Settlement | 50.00% | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 2,600,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 600,000 | |
Net Operating Losses Expiration Period | 2016 and 2035 | |
Valuation Allowance, Deferred Tax Asset, Reversal, Amount | $ 1,800,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 500,000 | |
Current Foreign Tax Expense (Benefit) | 263,000 | $ 0 |
Expiration Year 2018 [Member] | ||
Deferred Tax Assets And Liabilities [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 317,000 | |
Expiration Year 2019 [Member] | ||
Deferred Tax Assets And Liabilities [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | $ 689,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Issuance Date [Member] - $ / shares | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Fair Value Assumptions And Methodology [Line Items] | ||
Common stock price | $ 2.22 | $ 4.25 |
Dividend yield | 0.00% | 0.00% |
Expected term | 9 months | 1 year 9 months |
Risk-free interest rate | 1.30% | 1.50% |
Estimated stock volatility | 45.00% | 45.00% |
FAIR VALUE MEASUREMENTS (Deta64
FAIR VALUE MEASUREMENTS (Detail 1) - USD ($) $ in Thousands | Jan. 02, 2016 | Jan. 03, 2015 |
Holder Redemption Option | $ 952 | $ 337 |
Earn-Out Liability | 2,176 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Holder Redemption Option | 0 | 0 |
Earn-Out Liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Holder Redemption Option | 0 | 0 |
Earn-Out Liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Holder Redemption Option | 952 | $ 337 |
Earn-Out Liability | $ 2,176 |
FAIR VALUE MEASUREMENTS (Deta65
FAIR VALUE MEASUREMENTS (Detail 2) $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Earn Out Liability [Member] | |
Fair value at January 3, 2015 | $ 0 |
Initial fair value of Earn-Out liability | 1,921 |
Increase in fair value | 255 |
Fair value at January 2, 2016 | 2,176 |
Holder Redemption Option [Member] | |
Fair value at January 3, 2015 | 337 |
Increase in fair value | 615 |
Fair value at January 2, 2016 | $ 952 |
FAIR VALUE MEASUREMENTS (Deta66
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Increases fair value liability | $ 615,000 | $ 60,000 |
Common stock exceed (in dollars per share) | $ 5.50 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) $ in Thousands | Jan. 02, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 1,093 |
2,017 | 1,119 |
2,018 | 933 |
2,019 | 709 |
2,020 | 621 |
Thereafter | 549 |
Total minimum lease payments | 5,024 |
Future minimum rentals to be received under non-cancellable subleases | 0 |
Minimum lease payments net of amounts to be received under subleases | $ 5,024 |
LEASE COMMITMENTS (Details Text
LEASE COMMITMENTS (Details Textual) | 12 Months Ended | ||
Jan. 02, 2016USD ($)ft² | Jan. 03, 2015USD ($) | Jul. 04, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||
Lease Expiration Date | Oct. 31, 2021 | ||
Operating Leases, Rent Expense, Net, Total | $ 1,808,000 | $ 1,214,000 | |
Operating Leases, Rent Expense, Sublease Rentals | $ 171,000 | $ 218,000 | |
Area of Land | ft² | 4,823 | ||
Discontinued Operation, Liabilities | $ 300,000 | $ 256,000 | |
Discontinued Operation, Other accrued liabilities | 135,000 | ||
Discontinued Operation, Other noncurrent liabilities | 165,000 | ||
Discontinued Operation, Additional Liability | $ 72,000 |
LETTERS OF CREDIT (Details Text
LETTERS OF CREDIT (Details Textual) - USD ($) | Jan. 02, 2016 | Jan. 03, 2015 |
Line of Credit Facility [Line Items] | ||
Collateral Amount Net | $ 102,000 | $ 102,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 04, 2015 | Jan. 03, 2015 | Jan. 02, 2016 | Jul. 22, 2015 | Jun. 28, 2014 | Dec. 28, 2013 | |
Purchase Commitment [Line Items] | ||||||
Accrued Severance Liability | $ 1,694,000 | $ 0 | $ 1,500,000 | |||
Estimated Litigation Liability | $ 1,700,000 | $ 1,400,000 | ||||
Business Combination, Contingent Consideration, Liability, Current | 0 | 327,000 | $ 2,200,000 | |||
Additional severance liability and related costs | $ 500,000 | |||||
Software [Member] | ||||||
Purchase Commitment [Line Items] | ||||||
Long-Term Purchase Commitment, Amount | $ 412,000 | |||||
Long-term Purchase Commitment, Amount Outstanding | $ 275,000 |
COMMON STOCK REPURCHASE PROGR71
COMMON STOCK REPURCHASE PROGRAM (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 02, 2016 | Feb. 28, 2014 | |
Equity, Class of Treasury Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 2,000,000 | |
Stock Repurchased During Period, Shares | 64,923 | |
Stock Repurchase During Period Weighted Average Cost | $ 2.44 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 1,838,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 02, 2016 | Jan. 03, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $ 1.5 | $ 1.4 |