Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 29, 2013 | Dec. 20, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'BG Staffing, Inc. | ' |
Entity Central Index Key | '0001474903 | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Trading Symbol | 'CK0001474903 | ' |
Entity Common Stock, Shares Outstanding | ' | 5,598,847 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 29-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
Current assets | ' | ' |
Accounts receivable (net of allowance for doubtful accounts of $244,010 and $214,012 at 2013 and 2012, respectively) | $24,988,919 | $12,626,792 |
Prepaid expenses | 1,585,713 | 551,983 |
Other current assets | 310,292 | 211,718 |
Total current assets | 26,884,924 | 13,390,493 |
Property and equipment, net | 490,823 | 286,911 |
Other assets | ' | ' |
Deposits | 1,264,061 | 95,239 |
Deferred financing charges | 439,952 | 278,171 |
Intangible assets, net | 20,179,310 | 18,232,091 |
Goodwill | 4,896,089 | 4,859,663 |
Total other assets | 26,779,412 | 23,465,164 |
Total assets | 54,155,159 | 37,142,568 |
Current liabilities | ' | ' |
Long-term debt, current portion | 2,378,333 | 2,378,333 |
Accrued interest | 70,545 | 54,149 |
Accrued interest - related party | 550,328 | 339,288 |
Accounts payable | 5,616,282 | 2,246,360 |
Accrued expenses | 4,167,844 | 3,364,347 |
Accrued management fees | 43,750 | 43,750 |
Accrued payroll | 849,372 | 397,236 |
Accrued workers’ compensation | 1,149,424 | 610,114 |
Contingent consideration | 2,350,000 | 1,850,000 |
Other current liabilities | 701,598 | 576,188 |
Accrued taxes | 46,455 | 57,895 |
Total current liabilities | 17,923,931 | 11,917,660 |
Line of credit | 12,100,000 | 5,900,000 |
Long-term debt, less current portion | 2,972,917 | 4,756,667 |
Long-term debt - related party | 14,517,991 | 9,483,209 |
Other long-term liabilities | 3,828,454 | 3,329,691 |
Deferred tax liability | 58,278 | 72,060 |
Total liabilities | 51,401,571 | 35,459,287 |
Member’s equity | 2,753,588 | 1,683,281 |
Total liabilities and member’s equity | $54,155,159 | $37,142,568 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
Allowance for Doubtful Accounts Receivable, Current | $244,010 | $214,012 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | |
Revenues | $47,865,934 | $20,632,662 | $107,882,236 | $55,837,883 |
Cost of services | 38,793,121 | 16,287,188 | 87,312,310 | 44,338,489 |
Gross profit | 9,072,813 | 4,345,474 | 20,569,926 | 11,499,394 |
Selling, general and administrative expenses | 5,281,846 | 2,562,981 | 13,426,137 | 7,687,890 |
Depreciation and amortization | 1,218,831 | 1,546,623 | 3,382,497 | 3,111,230 |
Operating income | 2,572,136 | 235,870 | 3,761,292 | 700,274 |
Interest expense, net | 448,549 | 200,825 | 1,165,049 | 650,820 |
Interest expense, net - related party | 682,553 | 334,164 | 1,470,608 | 980,488 |
Income (loss) before income taxes | 1,441,034 | -299,119 | 1,125,635 | -931,034 |
Income tax expense | 23,141 | 8,681 | 28,950 | 26,043 |
Net income (loss) | 1,417,893 | -307,800 | 1,096,685 | -957,077 |
Pro forma C corporation data: | ' | ' | ' | ' |
Income (loss) before taxes | 1,441,034 | -299,119 | 1,125,635 | -931,034 |
Pro forma income tax expense (benefit) | 599,922 | -86,745 | 519,959 | -352,329 |
Pro forma income (loss) | $841,112 | ($212,374) | $605,676 | ($578,705) |
Pro forma income (loss) per share: | ' | ' | ' | ' |
Basic (in dollar per share) | $0.16 | ($0.05) | $0.11 | ($0.14) |
Diluted (in dollar per share) | $0.15 | ($0.05) | $0.11 | ($0.14) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 29, 2013 | Sep. 23, 2012 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | $1,096,685 | ($957,077) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 3,382,497 | 3,111,230 |
Amortization of deferred financing costs | 160,157 | 61,056 |
Amortization of debt discounts | 161,934 | 0 |
Loss on disposal of property and equipment | 0 | 12,466 |
Deferred income taxes | -13,782 | 25,837 |
Net changes in operating assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -7,936,346 | -1,739,974 |
Prepaid expenses | -341,588 | 130,071 |
Deposits | -259,066 | -31,423 |
Accrued interest | 352,200 | 322,802 |
Accrued interest - related party | 211,040 | 187,164 |
Accounts payable | 3,369,923 | -717,600 |
Change in fair value of contingent consideration | 397,226 | 138,591 |
Accrued expenses | 200,856 | 249,709 |
Accrued management fees | 0 | 43,750 |
Accrued payroll | -312,778 | 312,587 |
Accrued workers’ compensation | 104,001 | 21,906 |
Other current liabilities | 125,410 | 0 |
Accrued taxes | -11,440 | -29,795 |
Net cash provided by operating activities | 686,929 | 1,141,300 |
Cash flows from investing activities | ' | ' |
Business acquired, net of cash received | -9,114,387 | -100,081 |
Capital expenditures | -151,636 | -75,639 |
Proceeds from sale of property and equipment | 0 | 8,100 |
Contingent consideration paid | -1,051,679 | -364,402 |
Net cash used in investing activities | -10,317,702 | -532,022 |
Cash flows from financing activities | ' | ' |
Net borrowings under line of credit | 6,200,000 | 600,000 |
Proceeds from issuance of long-term debt | 6,000,000 | 0 |
Principal payments on long-term debt | -2,220,912 | -1,205,000 |
Distribution to members | -26,378 | -4,278 |
Deferred financing costs | -321,937 | 0 |
Net cash provided by (used in) financing activities | 9,630,773 | -609,278 |
Net change in cash | 0 | 0 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | 0 | 0 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 1,258,804 | 827,204 |
Cash paid for taxes, net of refunds | 32,886 | 30,000 |
Non-cash transactions: | ' | ' |
Put options liability on detachable warrants | $1,036,633 | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 29, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
note 1 - NATURE OF OPERATIONS | |
LTN Staffing, LLC, a Delaware limited liability company whose sole member is LTN Acquisition, LLC (Parent), is a provider of temporary staffing services that operates, through its wholly-owned subsidiaries (collectively, the Company), within the United States of America in three industry segments: Light Industrial, Multi-family, and IT Staffing. | |
The Light Industrial segment provides temporary workers to manufacturing companies in Illinois and Wisconsin. The Company completed an acquisition on May 28, 2013, that expanded its Light Industrial operations into Texas, Mississippi, and Tennessee. | |
The Multifamily segment provides front office and maintenance personnel on a temporary basis to various apartment communities, mainly in Texas and expanding into other states, via property management companies responsible for the apartment communities’ day-to-day operations. | |
The IT Staffing segment provides skilled contract labor on a nationwide basis for IT implementation and maintenance projects. | |
The accompanying unaudited consolidated financial statements for the thirteen week and thirty-nine week periods ended September 29, 2013 and September 23, 2012, have been prepared by the Company in accordance with generally accepted accounting principles in the United States, pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 30, 2012 included in the Company’s registration statement on Form S-1. | |
In connection with the Company’s filing with the Securities and Exchange Commission, the Company reorganized. The reorganization was completed with a merger of the Parent with and into the Company, with the Company continuing as the surviving entity. Immediately following this merger, the Company converted to a C corporation for federal income tax purposes. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||
Sep. 29, 2013 | ||||||||||||||
Disclosure Text Block [Abstract] | ' | |||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||
note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Basis of Presentation | ||||||||||||||
The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Fiscal Year | ||||||||||||||
The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 29, 2013, and include the thirteen weeks and thirty-nine weeks ended September 29, 2013 and September 23, 2012. | ||||||||||||||
Accounts Receivable | ||||||||||||||
The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual customers and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. | ||||||||||||||
Intangible Assets | ||||||||||||||
The Company does not hold any intangible assets with indefinite lives, with the exception of the InStaff trade name which is currently being evaluated as part of the purchase price accounting. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, based on a pattern in which the economic benefit of the respective intangible asset is realized, as shown in the following table: | ||||||||||||||
Years | ||||||||||||||
Customer lists | 5 | |||||||||||||
Trade names | 5 | |||||||||||||
Covenant not to compete | 5-Mar | |||||||||||||
Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized asset fair values including the identifiable intangible asset values. | ||||||||||||||
The Company evaluates the recoverability of finite intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in 2012. | ||||||||||||||
The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. | ||||||||||||||
Goodwill | ||||||||||||||
Goodwill is not amortized, but instead is measured at the reporting unit level for impairment annually, or more frequently if conditions indicate an earlier review is necessary. The Company has allocated $3,516,543, $1,073,755, and $305,791 of total goodwill to its three separate reporting units: Light Industrial, Multifamily and IT Staffing, respectively. The fair value of the reporting unit is first compared to the respective reporting unit’s carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of the reporting unit is less than the carrying value, an indication of goodwill impairment exists. If an indication of impairment exists, the Company would then determine the implied fair value of the reporting unit’s goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment loss would be recorded and goodwill would be written down to its implied fair value. Based on its annual testing, the Company has determined that there was no goodwill impairment in 2012. There were no events or changes in circumstances during the thirty-nine weeks ended September 29, 2013 that caused the Company to perform on interim impairment assessment. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company provides temporary staffing solutions. The Company and its clients enter into agreements that outline the general terms and conditions of the staffing arrangement. Revenue is recognized as services are performed and associated costs have been incurred. Revenues include reimbursements of travel and out-of-pocket expenses with the equivalent amounts of expense recorded in cost of services. The Company considers revenue to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. | ||||||||||||||
Management Estimates | ||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Fair Value Measurements | ||||||||||||||
The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The estimated fair value by hierarchy level, as described below, of all debt at September 29, 2013 and December 30, 2012 approximated the carrying values. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimates are not necessarily indicative of the amounts that would be realized in a current market exchange. | ||||||||||||||
Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. The Company’s put option liability is considered a Level 2 instrument with fair values estimated based on the fair market value of the Company’s common stock using the market value approach. Level 3 measurements include significant unobservable inputs. | ||||||||||||||
The fair value is reviewed on a quarterly basis based on most recent financial performance of the most recent fiscal quarter. An analysis is performed at the end of each fiscal quarter to compare actual results to forecasted financial performance. If performance has deviated from projected levels, the valuation is updated for the latest information available. | ||||||||||||||
Pro Forma Earnings (Loss) Per Share | ||||||||||||||
Pro forma earnings (loss) per share has been calculated as if the Company were a C corporation for federal income tax purposes. Pro forma earnings (loss) per share is calculated using the weighted average shares outstanding. The weighted average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of common stock equivalents to purchase common shares using the treasury stock method. The calculation of pro forma earnings (loss) per share was calculated as follows: | ||||||||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||
September | September | September | September | |||||||||||
29, 2013 | 23, 2012 | 29, 2013 | 23, 2012 | |||||||||||
Income (loss) before taxes | $ | 1,441,034 | $ | -299,119 | $ | 1,125,635 | $ | -931,034 | ||||||
Pro forma income tax expense (benefit) | 599,922 | -86,745 | 519,959 | -352,329 | ||||||||||
Pro forma net income (loss) | $ | 841,112 | $ | -212,374 | $ | 605,676 | $ | -578,705 | ||||||
Shares: | ||||||||||||||
Basic weighted average shares | 5,419,642 | 4,026,309 | 5,419,642 | 4,008,145 | ||||||||||
Dilutive effect of potential common shares | 299,620 | - | 242,741 | - | ||||||||||
Diluted weighted average shares | 5,719,262 | 4,026,309 | 5,662,383 | 4,008,145 | ||||||||||
Pro forma basic earnings (loss) per share | $ | 0.16 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
Pro forma diluted earnings (loss) per share | $ | 0.15 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
For the thirteen weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. For the thirty-nine weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. As a result, the assumed shares under the treasury stock method have been excluded from the calculation of diluted earnings (loss) per share. | ||||||||||||||
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination Disclosure [Text Block] | ' | |||||||
Note 3 - ACQUISITIONS | ||||||||
On May 28, 2013, the Company acquired substantially all of the assets of InStaff Holding Corporation (InStaff) for cash consideration of $9,000,000 and contingent consideration of $1,000,000 based on the performance of InStaff for the two years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was $800,000 based on a discounted cash flow analysis. The purchase agreement contains a provision for a “true up” of acquired working capital 120 days after the closing date. If actual working capital is greater than the target working capital, the Company will pay additional consideration in the amount of the difference. If actual working capital is less than target working capital, InStaff will pay the Company the amount of the difference. On November 29, 2013, the Company paid approximately $436,000 for the working capital adjustment. The Company incurred costs of approximately $420,000 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses. | ||||||||
The consolidated statements of operations include the operating results of InStaff from the date of acquisition. InStaff operations contributed approximately $28.3 million of revenue for the thirty-nine week period ended September 29, 2013. The assets acquired from InStaff were assigned to the Light Industrial segment. The acquisition of InStaff allows the Company to strengthen and expand its operations in the Light Industrial segment. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | ||||||||
Accounts receivable | $ | 4,447,763 | ||||||
Property and equipment | 136,993 | |||||||
Prepaid expenses and other current assets | 790,715 | |||||||
Deposits and other assets | 909,756 | |||||||
Intangible assets | 5,250,000 | |||||||
Goodwill | 67,637 | |||||||
Liabilities assumed | -1,802,864 | |||||||
Total net assets acquired | $ | 9,800,000 | ||||||
Cash | $ | 9,000,000 | ||||||
Fair value of contingent consideration | 800,000 | |||||||
Total fair value of consideration transferred for acquired business | $ | 9,800,000 | ||||||
The preliminary allocation of the intangible assets is as follows: | ||||||||
Estimated Fair | Estimated | |||||||
Value | Useful Lives | |||||||
Covenants not to compete | $ | 500,000 | 5 years | |||||
Trade name | $ | 2,000,000 | Indefinite | |||||
Customer list | $ | 2,750,000 | 5 years | |||||
Total | $ | 5,250,000 | ||||||
The Company does not believe that the final purchase price allocation will be materially different than its preliminary allocations. | ||||||||
The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2012 would be as follows: | ||||||||
Thirty-nine Weeks Ended | ||||||||
September | September | |||||||
29, 2013 | 23, 2012 | |||||||
(dollars in thousands) | ||||||||
Revenue | $ | 128,806 | $ | 94,139 | ||||
Net income (loss) | $ | 1,016 | $ | -683 | ||||
Income (loss) per share: | ||||||||
Basic | $ | 0.19 | $ | -0.17 | ||||
Diluted | $ | 0.18 | $ | -0.17 | ||||
On December 3, 2012, the Company acquired substantially all of the assets of American Partners, Inc. (API) for cash consideration of $10,500,000, deferred payments of $2,000,000, to be paid out over four years, issuance of equity of the Parent of $500,000 and contingent consideration of $1,500,000 based on the performance of API for the two years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was $1,200,000 based on a discounted cash flow analysis. In the second quarter of 2013, the Company paid an additional $0.1 million pursuant to a provision for a “true up” of acquired working capital 120 days after the closing date. The Company incurred costs of $193,178 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses. | ||||||||
The consolidated statements of operations include the operating results of API from the date of acquisition. The acquisition of API allows the Company to strengthen and expand its information technology consulting services. The assets acquired from API were assigned to the IT Staffing segment.The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | ||||||||
Accounts receivable | $ | 5,055,159 | ||||||
Property and equipment | 18,330 | |||||||
Prepaid expenses and other assets | 12,193 | |||||||
Intangible assets | 11,668,000 | |||||||
Goodwill | 61,703 | |||||||
Liabilities assumed | -2,615,385 | |||||||
Total net assets acquired | $ | 14,200,000 | ||||||
Cash | $ | 10,500,000 | ||||||
Deferred payment to sellers | 2,000,000 | |||||||
Issuance of equity units of Parent | 500,000 | |||||||
Fair value of contingent consideration | 1,200,000 | |||||||
Total fair value of consideration transferred for acquired business | $ | 14,200,000 | ||||||
The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of API had taken place on the first day of Fiscal 2012 would be as follows: | ||||||||
Thirty-nine Weeks Ended | ||||||||
23-Sep-12 | ||||||||
(dollars in thousands) | ||||||||
Revenue | $ | 79,292 | ||||||
Net income | $ | 535 | ||||||
Income per share: | ||||||||
Basic | $ | 0.13 | ||||||
Diluted | $ | 0.13 | ||||||
During the thirty-nine week period ended September 29, 2013, the Company paid out $1.0 million in contingent consideration related to its acquisitions of Extrinsic LLC (November 2011) and JNA (December 2010). During the thirty-nine week period ended September 23, 2012, the Company paid out $0.1 million in contingent consideration related to its acquisition of JNA. | ||||||||
DEBT
DEBT | 9 Months Ended |
Sep. 29, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
NOTE 4 – DEBT | |
As of September 29, 2013, the Company had a senior credit facility consisting of a $5.4 million term loan, bearing interest of 4.7% at September 29, 2013, and a $20.0 million revolving line of credit (of which $12.1 million is outstanding at September 29, 2013), bearing interest of 3.9% at September 29, 2013. The Company also had approximately $15.4 million of outstanding subordinated loans. The holders of these subordinated loans also hold equity interests of the Company, and therefore, are related parties. The subordinated loans require an annual mandatory prepayment of principal to be made if specific thresholds are met. The Company made such a mandatory prepayment of approximately $0.5 million in the first quarter of 2013. | |
On May 28, 2013, in conjunction with the InStaff acquisition, the Company issued $6 million of new subordinated loans and drew an additional $3 million on the Company’s existing senior credit facility, which was amended as part of this transaction to increase the revolving line of credit from $12 million to $20 million. In conjunction with the issuance of the new subordinated loans, the Parent also issued to the subordinated debt holders warrants to purchase additional Class A Units of the Parent at an exercise price of $0.01 per unit. The subordinated debt holders have the right to put these warrants and approximately 104,000 Class A Units (previously acquired) to the Company. The subordinated loans have been discounted to reflect this put liability. On December 19, 2013, the subordinated debt holders exercised warrants to purchase 179,205 shares for a total of $200. | |
The $15.4 million of subordinated loans bear an annual interest rate of 14%, of which 12% is paid quarterly in cash and 2% is paid in kind. All subordinated loans mature in May 2015. | |
At September 29, 2013, the maximum additional available borrowings under this revolving line of credit were approximately $5.2 million. | |
For all of its borrowings, the Company must comply with a minimum debt service financial covenant and a senior funded indebtedness to EBITDA covenant, as defined. As of September 29, 2013, the Company was in compliance with these covenants. | |
INCENTIVE_PLAN
INCENTIVE PLAN | 9 Months Ended | |||
Sep. 29, 2013 | ||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||
Note 5 – Incentive plan | ||||
The Company is 100% owned by its Parent, who is the sole member. | ||||
Incentive Plan | ||||
Effective December 15, 2008, the Parent adopted an ownership incentive plan (the Plan). The Plan permits the issuance of Class B Units of the Parent (Units) to the officers, directors, employees, consultants and advisors of the Company. | ||||
The Board of Managers of the Parent has the authority to determine the participants to whom Units shall be awarded, the price and number of Units to be awarded to each participant, the aggregate number of Units to be awarded, and any restrictions to be placed on the Units. Units issued under this plan vest based on specific restricted unit award agreements over a maximum of three years. Units that are not vested terminate upon discontinuation of employment. | ||||
The Units are intended to be profits interests of the Parent and the Company, which is the only operating company within the Parent. Thus, holders of the Units will only participate in profits/distributions that are generated by the Company after the grant date. The fair value of each Unit granted is estimated on the date of the grant utilizing a market approach, by applying multiples (which are based on the Company’s recent mergers and acquisitions) to projected annual results of the Company and performing an allocation to the Units according to the Parent’s Amended and Restated Limited Liability Company Agreement (which dictates the participation rights of the Units in any type of transaction or event). As the allocation resulted in no remaining distributions available for the Class B Units (after the payment of debt obligations and distributions to the Class A Units), the Company determined that the Units had no value at the date of the grant, and therefore, the Company did not recognize compensation expense for Units granted during the thirty-nine week periods ended September 29, 2013 and September 23, 2012. | ||||
A summary of the Units issued by the Parent is presented as follows: | ||||
Number | ||||
of Units | ||||
Outstanding as of December 25, 2011 | 181,010 | |||
Granted at $0.58 per Unit | 2,541,478 | |||
Outstanding as of September 23, 2012 | 2,722,488 | |||
Outstanding as of December 30, 2012 | 3,472,488 | |||
Granted | - | |||
Outstanding as of September 29, 2013 | 3,472,488 | |||
There were zero and 317,685 Units not vested at September 29, 2013 and September 23, 2012, respectively. | ||||
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 29, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
note 6- Employee benefit plan | |
The Company provides a defined contribution plan (the 401(k) Plan) for the benefit of its eligible full-time employees. The 401(k) Plan allows employees to make contributions subject to applicable statutory limitations. The Company matches employee contributions 100% up to the first 3% and 50% of the next 2% of an employee’s compensation. The Company contributed $39,299 and $8,435 to the 401(k) Plan in the thirteen week periods ended September 29, 2013 and September 23, 2012, respectively. The Company contributed $112,233 and $31,279 to the 401(k) Plan in the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 29, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 7 - Related Party Transactions | |
Through ownership of the Parent, the Company is affiliated with multiple investors. Interest payments totaling $354,897 and $186,054 were made to these investors during the thirteen week periods ended September 29, 2013, and September 23, 2012, respectively. Interest payments totaling $739,325 and $453,328 were made to these investors during the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively. Accrued interest of $550,328 and $339,288 was due to these investors as of September 29, 2013 and December 30, 2012, respectively. | |
Until November 3, 2013, the Company was under a Management Services Agreement with a firm associated with one of the aforementioned investors. The Company paid $43,750 and $43,750 in management fees during the thirteen week periods ended September 29, 2013 and September 23, 2012, respectively. The Company paid $131,250 and $131,250 in management fees during the thirty-nine week periods ended September 29, 2013 and September 23, 2012, respectively. Accrued management fees owed under this agreement were $43,750 as of both September 29, 2013 and December 30, 2012. | |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 29, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 8 - Contingencies | |
The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow. | |
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended | |||||||||||||
Sep. 29, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||
NOTE 9 - business segments | ||||||||||||||
The Company operates within three industry segments: Light Industrial, Multi-family and IT Staffing. The Light Industrial segment provides temporary workers to manufacturing companies in Illinois and Wisconsin. The Multi-family segment provides front office and maintenance personnel on a temporary basis to various apartment communities, mainly in Texas, via property management companies responsible for the apartment communities’ day to day operations. The IT Staffing segment provides skilled contract labor on a nationwide basis for IT implementations and maintenance projects. The Company provides services to customers within the United States of America. | ||||||||||||||
Segment profit (loss) includes all revenue and cost of services and selling expenses and excludes all general and administrative (corporate) expenses. Included in corporate are general corporate expenses. Income taxes are only attributable to the Multi-family segment, as it is the only taxable entity. Assets of corporate include unallocated prepaid expenses, deferred tax assets, and other assets. | ||||||||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||
September | September | September | September | |||||||||||
29, 2013 | 23, 2012 | 29, 2013 | 23, 2012 | |||||||||||
Revenue: | ||||||||||||||
Light Industrial | $ | 24,457,243 | $ | 10,897,941 | $ | 47,528,077 | $ | 28,364,313 | ||||||
Multifamily | 7,892,331 | 5,900,290 | 17,548,439 | 13,748,227 | ||||||||||
IT Staffing | 15,516,360 | 3,834,431 | 42,805,720 | 13,725,343 | ||||||||||
Total | $ | 47,865,934 | $ | 20,632,662 | $ | 107,882,236 | $ | 55,837,883 | ||||||
Net Income (Loss): | ||||||||||||||
Light Industrial | $ | 1,348,650 | $ | -219,410 | $ | 1,697,253 | $ | -168,864 | ||||||
Multifamily | 1,105,443 | 1,026,088 | 2,472,336 | 2,639,865 | ||||||||||
IT Staffing | 767,455 | 50,220 | 1,493,035 | 1,420 | ||||||||||
Corporate | -672,553 | -629,709 | -1,930,282 | -1,798,190 | ||||||||||
Interest Expense, net | -1,131,102 | -534,989 | -2,635,657 | -1,631,308 | ||||||||||
Total | $ | 1,417,893 | $ | -307,800 | $ | 1,096,685 | $ | -957,077 | ||||||
Depreciation: | ||||||||||||||
Light Industrial | $ | 17,145 | $ | 11,650 | $ | 43,179 | $ | 38,340 | ||||||
Multifamily | 6,393 | 847 | 15,004 | 10,090 | ||||||||||
IT Staffing | 3,050 | 204 | 7,045 | 611 | ||||||||||
Corporate | 6,685 | 6,610 | 19,488 | 8,665 | ||||||||||
Total | $ | 33,273 | $ | 19,311 | $ | 84,716 | $ | 57,706 | ||||||
Amortization: | ||||||||||||||
Light Industrial | $ | 179,650 | $ | 1,084,054 | $ | 266,617 | $ | 1,723,749 | ||||||
Multifamily | 37,708 | 58,208 | 127,014 | 174,625 | ||||||||||
IT Staffing | 968,200 | 385,050 | 2,904,150 | 1,155,150 | ||||||||||
Corporate | - | - | - | - | ||||||||||
Total | $ | 1,185,558 | $ | 1,527,312 | $ | 3,297,781 | $ | 3,053,524 | ||||||
Capital Expenditures: | ||||||||||||||
Light Industrial | $ | 7,121 | $ | - | $ | 7,121 | $ | 9,506 | ||||||
Multifamily | 14,737 | 18,872 | 36,769 | 22,450 | ||||||||||
IT Staffing | 1,485 | - | 40,255 | - | ||||||||||
Corporate | 42,603 | 751 | 67,491 | 43,683 | ||||||||||
Total | $ | 65,946 | $ | 19,623 | $ | 151,636 | $ | 75,639 | ||||||
29-Sep-13 | 30-Dec-12 | |||||||||||||
Total Assets: | ||||||||||||||
Light Industrial | $ | 20,584,361 | $ | 8,060,920 | ||||||||||
Multi-family | 6,781,635 | 4,292,286 | ||||||||||||
IT Staffing | 25,685,406 | 24,320,191 | ||||||||||||
Corporate | 1,103,757 | 469,171 | ||||||||||||
Total | $ | 54,155,159 | $ | 37,142,568 | ||||||||||
PRO_FORMA_C_CORPORATION_DATA
PRO FORMA C CORPORATION DATA | 9 Months Ended |
Sep. 29, 2013 | |
Business Acquisition, Pro Forma Information [Abstract] | ' |
Business Acquisition, Pro Forma Information, Disclosure [Text Block] | ' |
NOTE 10 – Pro forma c CORPORATION data | |
In connection with the Company’s planned filing with the Securities and Exchange Commission, the Company will reorganize. The reorganization will be completed with a merger of the Parent with and into the Company, with the Company continuing as the surviving entity. Immediately following this merger, the Company will convert to a C corporation for federal income tax purposes. If the conversion would have taken place on September 29, 2013, the Company would have established net current deferred tax assets of approximately $383,000 and net long-term deferred tax assets of approximately $7,537,000. The pro forma C corporation data for the thirteen week and thirty-nine week periods ended September 29, 2013 and September 23, 2012, are based on the historical consolidated statements of operations and give effect to pro forma taxes as if the Company were a C corporation for the entire duration of all periods presented. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 29, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 11 - Subsequent Events | |
On October11, 2013, the Company modified the $3,000,000 contingent consideration agreement related to the November 2011 Extrinsic acquisition. The new agreement reduced the contingent consideration to $2,850,000 by reducing the final third-year payment in exchange for accelerated payments. The Company will record an additional $297,000 in interest expense to adjust the contingent consideration liability during Q4 2013. | |
On November 3, 2013, the Company converted to a C corporation. Prior to the reorganization into a Delaware corporation, the Company was treated as a partnership for federal income tax purposes except for two subsidiaries, which were and are taxed as C corporations. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||
Sep. 29, 2013 | ||||||||||||||
Disclosure Text Block [Abstract] | ' | |||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | |||||||||||||
Basis of Presentation | ||||||||||||||
The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||
Fiscal Period, Policy [Policy Text Block] | ' | |||||||||||||
Fiscal Year | ||||||||||||||
The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 29, 2013, and include the thirteen weeks and thirty-nine weeks ended September 29, 2013 and September 23, 2012. | ||||||||||||||
Receivables, Policy [Policy Text Block] | ' | |||||||||||||
Accounts Receivable | ||||||||||||||
The Company extends credit to its customers in the normal course of business. Accounts receivable represent unpaid balances due from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual customers and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. | ||||||||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | |||||||||||||
Intangible Assets | ||||||||||||||
The Company does not hold any intangible assets with indefinite lives, with the exception of the InStaff trade name which is currently being evaluated as part of the purchase price accounting. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, based on a pattern in which the economic benefit of the respective intangible asset is realized, as shown in the following table: | ||||||||||||||
Years | ||||||||||||||
Customer lists | 5 | |||||||||||||
Trade names | 5 | |||||||||||||
Covenant not to compete | 5-Mar | |||||||||||||
Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized asset fair values including the identifiable intangible asset values. | ||||||||||||||
The Company evaluates the recoverability of finite intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in 2012. | ||||||||||||||
The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. | ||||||||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | |||||||||||||
Goodwill | ||||||||||||||
Goodwill is not amortized, but instead is measured at the reporting unit level for impairment annually, or more frequently if conditions indicate an earlier review is necessary. The Company has allocated $3,516,543, $1,073,755, and $305,791 of total goodwill to its three separate reporting units: Light Industrial, Multifamily and IT Staffing, respectively. The fair value of the reporting unit is first compared to the respective reporting unit’s carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of the reporting unit is less than the carrying value, an indication of goodwill impairment exists. If an indication of impairment exists, the Company would then determine the implied fair value of the reporting unit’s goodwill. If the carrying value of goodwill exceeds its implied fair value, an impairment loss would be recorded and goodwill would be written down to its implied fair value. Based on its annual testing, the Company has determined that there was no goodwill impairment in 2012. There were no events or changes in circumstances during the thirty-nine weeks ended September 29, 2013 that caused the Company to perform on interim impairment assessment. | ||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
The Company provides temporary staffing solutions. The Company and its clients enter into agreements that outline the general terms and conditions of the staffing arrangement. Revenue is recognized as services are performed and associated costs have been incurred. Revenues include reimbursements of travel and out-of-pocket expenses with the equivalent amounts of expense recorded in cost of services. The Company considers revenue to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. | ||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||
Management Estimates | ||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | |||||||||||||
Fair Value Measurements | ||||||||||||||
The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The estimated fair value by hierarchy level, as described below, of all debt at September 29, 2013 and December 30, 2012 approximated the carrying values. These fair values were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimates are not necessarily indicative of the amounts that would be realized in a current market exchange. | ||||||||||||||
Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. The Company’s put option liability is considered a Level 2 instrument with fair values estimated based on the fair market value of the Company’s common stock using the market value approach. Level 3 measurements include significant unobservable inputs. | ||||||||||||||
The fair value is reviewed on a quarterly basis based on most recent financial performance of the most recent fiscal quarter. An analysis is performed at the end of each fiscal quarter to compare actual results to forecasted financial performance. If performance has deviated from projected levels, the valuation is updated for the latest information available. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||||||
Pro Forma Earnings (Loss) Per Share | ||||||||||||||
Pro forma earnings (loss) per share has been calculated as if the Company were a C corporation for federal income tax purposes. Pro forma earnings (loss) per share is calculated using the weighted average shares outstanding. The weighted average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of common stock equivalents to purchase common shares using the treasury stock method. The calculation of pro forma earnings (loss) per share was calculated as follows: | ||||||||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||
September | September | September | September | |||||||||||
29, 2013 | 23, 2012 | 29, 2013 | 23, 2012 | |||||||||||
Income (loss) before taxes | $ | 1,441,034 | $ | -299,119 | $ | 1,125,635 | $ | -931,034 | ||||||
Pro forma income tax expense (benefit) | 599,922 | -86,745 | 519,959 | -352,329 | ||||||||||
Pro forma net income (loss) | $ | 841,112 | $ | -212,374 | $ | 605,676 | $ | -578,705 | ||||||
Shares: | ||||||||||||||
Basic weighted average shares | 5,419,642 | 4,026,309 | 5,419,642 | 4,008,145 | ||||||||||
Dilutive effect of potential common shares | 299,620 | - | 242,741 | - | ||||||||||
Diluted weighted average shares | 5,719,262 | 4,026,309 | 5,662,383 | 4,008,145 | ||||||||||
Pro forma basic earnings (loss) per share | $ | 0.16 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
Pro forma diluted earnings (loss) per share | $ | 0.15 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
For the thirteen weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. For the thirty-nine weeks ended September 29, 2013 and September 23, 2012, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of fiscal 2012, the Company had 63,000 and 63,000 common stock equivalents, respectively, that were antidilutive. As a result, the assumed shares under the treasury stock method have been excluded from the calculation of diluted earnings (loss) per share. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||
Sep. 29, 2013 | ||||||||||||||
Disclosure Text Block [Abstract] | ' | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||
The calculation of pro forma earnings (loss) per share was calculated as follows: | ||||||||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||
September | September | September | September | |||||||||||
29, 2013 | 23, 2012 | 29, 2013 | 23, 2012 | |||||||||||
Income (loss) before taxes | $ | 1,441,034 | $ | -299,119 | $ | 1,125,635 | $ | -931,034 | ||||||
Pro forma income tax expense (benefit) | 599,922 | -86,745 | 519,959 | -352,329 | ||||||||||
Pro forma net income (loss) | $ | 841,112 | $ | -212,374 | $ | 605,676 | $ | -578,705 | ||||||
Shares: | ||||||||||||||
Basic weighted average shares | 5,419,642 | 4,026,309 | 5,419,642 | 4,008,145 | ||||||||||
Dilutive effect of potential common shares | 299,620 | - | 242,741 | - | ||||||||||
Diluted weighted average shares | 5,719,262 | 4,026,309 | 5,662,383 | 4,008,145 | ||||||||||
Pro forma basic earnings (loss) per share | $ | 0.16 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
Pro forma diluted earnings (loss) per share | $ | 0.15 | $ | -0.05 | $ | 0.11 | $ | -0.14 | ||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | |||||||
Sep. 29, 2013 | ||||||||
InStaff Holding Corporation [Member] | ' | |||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||||
The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | ||||||||
Accounts receivable | $ | 4,447,763 | ||||||
Property and equipment | 136,993 | |||||||
Prepaid expenses and other current assets | 790,715 | |||||||
Deposits and other assets | 909,756 | |||||||
Intangible assets | 5,250,000 | |||||||
Goodwill | 67,637 | |||||||
Liabilities assumed | -1,802,864 | |||||||
Total net assets acquired | $ | 9,800,000 | ||||||
Cash | $ | 9,000,000 | ||||||
Fair value of contingent consideration | 800,000 | |||||||
Total fair value of consideration transferred for acquired business | $ | 9,800,000 | ||||||
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | ' | |||||||
The preliminary allocation of the intangible assets is as follows: | ||||||||
Estimated Fair | Estimated | |||||||
Value | Useful Lives | |||||||
Covenants not to compete | $ | 500,000 | 5 years | |||||
Trade name | $ | 2,000,000 | Indefinite | |||||
Customer list | $ | 2,750,000 | 5 years | |||||
Total | $ | 5,250,000 | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||
The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2012 would be as follows: | ||||||||
Thirty-nine Weeks Ended | ||||||||
September | September | |||||||
29, 2013 | 23, 2012 | |||||||
(dollars in thousands) | ||||||||
Revenue | $ | 128,806 | $ | 94,139 | ||||
Net income (loss) | $ | 1,016 | $ | -683 | ||||
Income (loss) per share: | ||||||||
Basic | $ | 0.19 | $ | -0.17 | ||||
Diluted | $ | 0.18 | $ | -0.17 | ||||
American Partners, Inc. [Member] | ' | |||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||||
The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | ||||||||
Accounts receivable | $ | 5,055,159 | ||||||
Property and equipment | 18,330 | |||||||
Prepaid expenses and other assets | 12,193 | |||||||
Intangible assets | 11,668,000 | |||||||
Goodwill | 61,703 | |||||||
Liabilities assumed | -2,615,385 | |||||||
Total net assets acquired | $ | 14,200,000 | ||||||
Cash | $ | 10,500,000 | ||||||
Deferred payment to sellers | 2,000,000 | |||||||
Issuance of equity units of Parent | 500,000 | |||||||
Fair value of contingent consideration | 1,200,000 | |||||||
Total fair value of consideration transferred for acquired business | $ | 14,200,000 | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||
The Company estimates that the revenues and net income (loss) that would have been reported if the acquisition of API had taken place on the first day of Fiscal 2012 would be as follows: | ||||||||
Thirty-nine Weeks Ended | ||||||||
23-Sep-12 | ||||||||
(dollars in thousands) | ||||||||
Revenue | $ | 79,292 | ||||||
Net income | $ | 535 | ||||||
Income per share: | ||||||||
Basic | $ | 0.13 | ||||||
Diluted | $ | 0.13 | ||||||
INCENTIVE_PLAN_Tables
INCENTIVE PLAN (Tables) | 9 Months Ended | |||
Sep. 29, 2013 | ||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | ' | |||
A summary of the Units issued by the Parent is presented as follows: | ||||
Number | ||||
of Units | ||||
Outstanding as of December 25, 2011 | 181,010 | |||
Granted at $0.58 per Unit | 2,541,478 | |||
Outstanding as of September 23, 2012 | 2,722,488 | |||
Outstanding as of December 30, 2012 | 3,472,488 | |||
Granted | - | |||
Outstanding as of September 29, 2013 | 3,472,488 | |||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS (Tables) | 9 Months Ended | |||||||||||||
Sep. 29, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||
September | September | September | September | |||||||||||
29, 2013 | 23, 2012 | 29, 2013 | 23, 2012 | |||||||||||
Revenue: | ||||||||||||||
Light Industrial | $ | 24,457,243 | $ | 10,897,941 | $ | 47,528,077 | $ | 28,364,313 | ||||||
Multifamily | 7,892,331 | 5,900,290 | 17,548,439 | 13,748,227 | ||||||||||
IT Staffing | 15,516,360 | 3,834,431 | 42,805,720 | 13,725,343 | ||||||||||
Total | $ | 47,865,934 | $ | 20,632,662 | $ | 107,882,236 | $ | 55,837,883 | ||||||
Net Income (Loss): | ||||||||||||||
Light Industrial | $ | 1,348,650 | $ | -219,410 | $ | 1,697,253 | $ | -168,864 | ||||||
Multifamily | 1,105,443 | 1,026,088 | 2,472,336 | 2,639,865 | ||||||||||
IT Staffing | 767,455 | 50,220 | 1,493,035 | 1,420 | ||||||||||
Corporate | -672,553 | -629,709 | -1,930,282 | -1,798,190 | ||||||||||
Interest Expense, net | -1,131,102 | -534,989 | -2,635,657 | -1,631,308 | ||||||||||
Total | $ | 1,417,893 | $ | -307,800 | $ | 1,096,685 | $ | -957,077 | ||||||
Depreciation: | ||||||||||||||
Light Industrial | $ | 17,145 | $ | 11,650 | $ | 43,179 | $ | 38,340 | ||||||
Multifamily | 6,393 | 847 | 15,004 | 10,090 | ||||||||||
IT Staffing | 3,050 | 204 | 7,045 | 611 | ||||||||||
Corporate | 6,685 | 6,610 | 19,488 | 8,665 | ||||||||||
Total | $ | 33,273 | $ | 19,311 | $ | 84,716 | $ | 57,706 | ||||||
Amortization: | ||||||||||||||
Light Industrial | $ | 179,650 | $ | 1,084,054 | $ | 266,617 | $ | 1,723,749 | ||||||
Multifamily | 37,708 | 58,208 | 127,014 | 174,625 | ||||||||||
IT Staffing | 968,200 | 385,050 | 2,904,150 | 1,155,150 | ||||||||||
Corporate | - | - | - | - | ||||||||||
Total | $ | 1,185,558 | $ | 1,527,312 | $ | 3,297,781 | $ | 3,053,524 | ||||||
Capital Expenditures: | ||||||||||||||
Light Industrial | $ | 7,121 | $ | - | $ | 7,121 | $ | 9,506 | ||||||
Multifamily | 14,737 | 18,872 | 36,769 | 22,450 | ||||||||||
IT Staffing | 1,485 | - | 40,255 | - | ||||||||||
Corporate | 42,603 | 751 | 67,491 | 43,683 | ||||||||||
Total | $ | 65,946 | $ | 19,623 | $ | 151,636 | $ | 75,639 | ||||||
29-Sep-13 | 30-Dec-12 | |||||||||||||
Total Assets: | ||||||||||||||
Light Industrial | $ | 20,584,361 | $ | 8,060,920 | ||||||||||
Multi-family | 6,781,635 | 4,292,286 | ||||||||||||
IT Staffing | 25,685,406 | 24,320,191 | ||||||||||||
Corporate | 1,103,757 | 469,171 | ||||||||||||
Total | $ | 54,155,159 | $ | 37,142,568 | ||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 29, 2013 | |
Customer lists [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Trade names [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Covenant not to compete [member] | Maximum [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Covenant not to compete [member] | Minimum [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '3 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | |
Income (loss) before taxes | $1,441,034 | ($299,119) | $1,125,635 | ($931,034) |
Pro forma income tax expense (benefit) | 599,922 | -86,745 | 519,959 | -352,329 |
Pro forma net income (loss) | $841,112 | ($212,374) | $605,676 | ($578,705) |
Shares: | ' | ' | ' | ' |
Basic weighted average shares (in shares) | 5,419,642 | 4,026,309 | 5,419,642 | 4,008,145 |
Dilutive effect of potential common shares (in shares) | 299,620 | 0 | 242,741 | 0 |
Diluted weighted average shares (in shares) | 5,719,262 | 4,026,309 | 5,662,383 | 4,008,145 |
Pro forma basic earnings (loss) per share (in dollar per share) | $0.16 | ($0.05) | $0.11 | ($0.14) |
Pro forma diluted earnings (loss) per share (in dollar per share) | $0.15 | ($0.05) | $0.11 | ($0.14) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | Dec. 30, 2012 | |
Goodwill | $4,896,089 | ' | $4,896,089 | ' | $4,859,663 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 63,000 | 63,000 | 63,000 | 63,000 | ' |
Light Industrial [Member] | ' | ' | ' | ' | ' |
Goodwill | 3,516,543 | ' | 3,516,543 | ' | ' |
Multifamily [Member] | ' | ' | ' | ' | ' |
Goodwill | 1,073,755 | ' | 1,073,755 | ' | ' |
Information Technology Staffing [Member] | ' | ' | ' | ' | ' |
Goodwill | $305,791 | ' | $305,791 | ' | ' |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
Goodwill | $4,896,089 | $4,859,663 |
InStaff Holding Corporation [Member] | ' | ' |
Accounts receivable | 4,447,763 | ' |
Property and equipment | 136,993 | ' |
Prepaid expenses and other current assets | 790,715 | ' |
Deposits and other assets | 909,756 | ' |
Intangible assets | 5,250,000 | ' |
Goodwill | 67,637 | ' |
Liabilities assumed | -1,802,864 | ' |
Total net assets acquired | 9,800,000 | ' |
Cash | 9,000,000 | ' |
Fair value of contingent consideration | 800,000 | ' |
Total fair value of consideration transferred for acquired business | $9,800,000 | ' |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (InStaff Holding Corporation [Member], USD $) | 9 Months Ended |
Sep. 29, 2013 | |
Total | $5,250,000 |
Covenant not to compete [Member] | ' |
Finite-lived Intangible Assets Acquired | 500,000 |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Trade names [Member] | ' |
Indefinite-lived Intangible Assets Acquired | 2,000,000 |
Customer Lists [Member] | ' |
Finite-lived Intangible Assets Acquired | $2,750,000 |
Finite-Lived Intangible Asset, Useful Life | '5 years |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (InStaff Holding Corporation [Member], USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 23, 2012 |
InStaff Holding Corporation [Member] | ' | ' |
Revenue | $128,806 | $94,139 |
Net income (loss) | $1,016 | ($683) |
Income (loss) per share: | ' | ' |
Basic (in dollar per share) | $0.19 | ($0.17) |
Diluted (in dollar per share) | $0.18 | ($0.17) |
ACQUISITIONS_Details_3
ACQUISITIONS (Details 3) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 | Sep. 29, 2013 |
American Partners, Inc. [Member] | |||
Accounts receivable | ' | ' | $5,055,159 |
Property and equipment | ' | ' | 18,330 |
Prepaid expenses and other assets | ' | ' | 12,193 |
Intangible assets | ' | ' | 11,668,000 |
Goodwill | 4,896,089 | 4,859,663 | 61,703 |
Liabilities assumed | ' | ' | -2,615,385 |
Total net assets acquired | ' | ' | 14,200,000 |
Cash | ' | ' | 10,500,000 |
Deferred payment to sellers | ' | ' | 2,000,000 |
Issuance of equity units of Parent | ' | ' | 500,000 |
Fair value of contingent consideration | ' | ' | 1,200,000 |
Total fair value of consideration transferred for acquired business | ' | ' | $14,200,000 |
ACQUISITIONS_Details_4
ACQUISITIONS (Details 4) (American Partners, Inc. [Member], USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 23, 2012 |
American Partners, Inc. [Member] | ' |
Revenue | $79,292 |
Net income | $535 |
Income per share: | ' |
Basic (in dollar per share) | $0.13 |
Diluted (in dollar per share) | $0.13 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | |
Sales Revenue, Services, Net, Total | $47,865,934 | $20,632,662 | $107,882,236 | $55,837,883 |
Long Term Debt Contingent Payment | ' | ' | 1,051,679 | 364,402 |
InStaff Holding Corporation [Member] | ' | ' | ' | ' |
Business Combination Contingent Consideration | ' | ' | 1,000,000 | ' |
Payments for Previous Acquisition | ' | ' | 436,000 | ' |
Business Combination, Acquisition Related Costs | ' | ' | 420,000 | ' |
Sales Revenue, Services, Net, Total | ' | ' | 28,300,000 | ' |
Business Acquisition, Effective Date of Acquisition | ' | ' | 28-May-13 | ' |
American Partners, Inc. [Member] | ' | ' | ' | ' |
Business Combination Contingent Consideration | ' | ' | 1,500,000 | ' |
Business Combination Consideration Additional Payments Paid | ' | ' | 100,000 | ' |
Business Combination, Acquisition Related Costs | ' | ' | 193,178 | ' |
Business Acquisition, Effective Date of Acquisition | ' | ' | 3-Dec-12 | ' |
Extrinsic, LLC [Member] | ' | ' | ' | ' |
Long Term Debt Contingent Payment | ' | ' | 1,000,000 | ' |
JNA Staffing, Inc. [Member] | ' | ' | ' | ' |
Long Term Debt Contingent Payment | ' | ' | ' | $100,000 |
DEBT_Details_Textual
DEBT (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Mar. 31, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | 28-May-13 | Sep. 29, 2013 | Sep. 29, 2013 | 28-May-13 | 28-May-13 | |
Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Revolving Credit Facility [Member] | Senior Credit Facility [Member] | Senior Credit Facility [Member] | Senior Credit Facility [Member] | |
Subsequent Event [Member] | InStaff Acquisition [Member] | InStaff Acquisition [Member] | ||||||
Long-term Debt, Gross | ' | ' | ' | ' | ' | $5,400,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 4.70% | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | 20,000,000 | ' | 12,000,000 | ' |
Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | ' | 3.90% | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | 12,100,000 | ' | ' | ' |
Subordinated Debt, Total | ' | 15,400,000 | ' | 6,000,000 | ' | ' | ' | ' |
Repayments of Convertible Debt | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Senior Long-term Debt | ' | ' | ' | ' | ' | ' | ' | 3,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | 0.01 | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | 104,000 | ' | ' | ' | ' |
Subsequent Event, Date | ' | ' | 19-Dec-13 | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | 179,205 | ' | ' | ' | ' | ' |
Subordinated Debt Conversion Converted Instrument Amount | ' | ' | 200 | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate | ' | 14.00% | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate In Cash | ' | 12.00% | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate In Kind | ' | 2.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | 'All subordinated loans mature in May 2015. | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | $5,200,000 | ' | ' | ' |
INCENTIVE_PLAN_Details
INCENTIVE PLAN (Details) (Capital Unit, Class B [Member]) | 9 Months Ended | |
Sep. 29, 2013 | Sep. 23, 2012 | |
Capital Unit, Class B [Member] | ' | ' |
Number of Units, Outstanding at Beginning of Period | 3,472,488 | 181,010 |
Number of Units, Granted | 0 | 2,541,478 |
Number of Units, Outstanding at End of Period | 3,472,488 | 2,722,488 |
INCENTIVE_PLAN_Details_Textual
INCENTIVE PLAN (Details Textual) (USD $) | 9 Months Ended | |
Sep. 29, 2013 | Sep. 23, 2012 | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ' |
Capital Unit, Class B [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | '3 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 0 | 317,685 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | $0.58 |
EMPLOYEE_BENEFIT_PLAN_Details_
EMPLOYEE BENEFIT PLAN (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | |
Defined Contribution Plan, Cost Recognized | $39,299 | $8,435 | $112,233 | $31,279 |
First 3% Employee Compensation [Member] | ' | ' | ' | ' |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | ' | ' | 100.00% | ' |
Next 2% Employee Compensation [Member] | ' | ' | ' | ' |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | ' | ' | 50.00% | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | Dec. 30, 2012 | |
Interest Paid, Total | ' | ' | $1,258,804 | $827,204 | ' |
Due to Related Parties, Current | 550,328 | ' | 550,328 | ' | 339,288 |
Management Fee Expense | 43,750 | 43,750 | 131,250 | 131,250 | ' |
Management Fee Payable | 43,750 | ' | 43,750 | ' | 43,750 |
Investor [Member] | ' | ' | ' | ' | ' |
Interest Paid, Total | $354,897 | $186,054 | $739,325 | $453,328 | ' |
BUSINESS_SEGMENTS_Details
BUSINESS SEGMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2013 | Sep. 23, 2012 | Sep. 29, 2013 | Sep. 23, 2012 | Dec. 30, 2012 | |
Revenue | $47,865,934 | $20,632,662 | $107,882,236 | $55,837,883 | ' |
Net Income (Loss) | 1,417,893 | -307,800 | 1,096,685 | -957,077 | ' |
Interest Expense, net | -1,131,102 | -534,989 | -2,635,657 | -1,631,308 | ' |
Depreciation | 33,273 | 19,311 | 84,716 | 57,706 | ' |
Amortization | 1,185,558 | 1,527,312 | 3,297,781 | 3,053,524 | ' |
Capital Expenditures | 65,946 | 19,623 | 151,636 | 75,639 | ' |
Total Assets | 54,155,159 | ' | 54,155,159 | ' | 37,142,568 |
Light Industrial [Member] | ' | ' | ' | ' | ' |
Revenue | 24,457,243 | 10,897,941 | 47,528,077 | 28,364,313 | ' |
Net Income (Loss) | 1,348,650 | -219,410 | 1,697,253 | -168,864 | ' |
Depreciation | 17,145 | 11,650 | 43,179 | 38,340 | ' |
Amortization | 179,650 | 1,084,054 | 266,617 | 1,723,749 | ' |
Capital Expenditures | 7,121 | 0 | 7,121 | 9,506 | ' |
Total Assets | 20,584,361 | ' | 20,584,361 | ' | 8,060,920 |
Multifamily [Member] | ' | ' | ' | ' | ' |
Revenue | 7,892,331 | 5,900,290 | 17,548,439 | 13,748,227 | ' |
Net Income (Loss) | 1,105,443 | 1,026,088 | 2,472,336 | 2,639,865 | ' |
Depreciation | 6,393 | 847 | 15,004 | 10,090 | ' |
Amortization | 37,708 | 58,208 | 127,014 | 174,625 | ' |
Capital Expenditures | 14,737 | 18,872 | 36,769 | 22,450 | ' |
Total Assets | 6,781,635 | ' | 6,781,635 | ' | 4,292,286 |
IT Staffing [Member] | ' | ' | ' | ' | ' |
Revenue | 15,516,360 | 3,834,431 | 42,805,720 | 13,725,343 | ' |
Net Income (Loss) | 767,455 | 50,220 | 1,493,035 | 1,420 | ' |
Depreciation | 3,050 | 204 | 7,045 | 611 | ' |
Amortization | 968,200 | 385,050 | 2,904,150 | 1,155,150 | ' |
Capital Expenditures | 1,485 | 0 | 40,255 | 0 | ' |
Total Assets | 25,685,406 | ' | 25,685,406 | ' | 24,320,191 |
Corporate [Member] | ' | ' | ' | ' | ' |
Net Income (Loss) | -672,553 | -629,709 | -1,930,282 | -1,798,190 | ' |
Depreciation | 6,685 | 6,610 | 19,488 | 8,665 | ' |
Amortization | 0 | 0 | 0 | 0 | ' |
Capital Expenditures | 42,603 | 751 | 67,491 | 43,683 | ' |
Total Assets | $1,103,757 | ' | $1,103,757 | ' | $469,171 |
PRO_FORMA_C_CORPORATION_DATA_D
PRO FORMA C CORPORATION DATA (Details Textual) (USD $) | Sep. 29, 2013 |
Business Acquisition Pro Forma Deferred Tax Assets Net Current | $383,000 |
Business Acquisition Pro Forma Deferred Tax Assets Net Noncurrent | $7,537,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Extrinsic LLC [Member], USD $) | Nov. 30, 2011 | Sep. 29, 2013 |
Subsequent Event [Member] | ||
Subsequent Event, Date | ' | 11-Oct-13 |
Business Acquisition Contingent Consideration Cash Payment | $3,000,000 | $2,850,000 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | $297,000 |