Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Mar. 02, 2015 | Jun. 29, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BG Staffing, Inc. | ||
Entity Central Index Key | 1474903 | ||
Current Fiscal Year End Date | -16 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,598,145 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 28-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $41,496,588 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Current assets | ||
Accounts receivable (net of allowance for doubtful accounts of $748,187 and $439,886 at 2014 and 2013, respectively) | $22,030,342 | $23,347,449 |
Prepaid expenses | 624,975 | 1,465,741 |
Other current assets | 617,992 | 436,796 |
Total current assets | 23,273,309 | 25,249,986 |
Property and equipment, net | 667,597 | 523,360 |
Other assets | ||
Security deposits | 1,847,029 | 1,193,608 |
Deferred financing charges, net | 496,608 | 362,960 |
Deferred income taxes | 7,359,590 | 7,255,164 |
Intangible assets, net | 13,724,068 | 18,183,807 |
Goodwill | 6,404,367 | 5,853,616 |
Total other assets | 29,831,662 | 32,849,155 |
Total assets | 53,772,568 | 58,622,501 |
Current liabilities | ||
Long-term debt, current portion | 2,250,000 | 2,378,333 |
Accrued interest | 266,133 | 72,711 |
Accrued interest-related party | 0 | 550,655 |
Accounts payable | 1,114,594 | 1,933,214 |
Accrued expenses | 6,045,637 | 7,122,875 |
Accrued payroll | 1,044,198 | 1,002,301 |
Accrued workers’ compensation | 1,353,539 | 1,142,486 |
Contingent consideration | 840,536 | 1,946,848 |
Other current liabilities | 745,822 | 560,750 |
Dividend payable | 989,722 | 0 |
Accrued taxes | 0 | 148,759 |
Total current liabilities | 14,650,181 | 16,858,932 |
Line of credit | 4,900,000 | 13,000,000 |
Long-term debt, less current portion | 14,937,500 | 2,378,333 |
Long-term debt-related party | 0 | 14,628,099 |
Other long-term liabilities | 2,921,595 | 3,654,463 |
Total liabilities | 37,409,276 | 50,519,827 |
Commitments and Contingencies | ||
Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share; 19,500,000 shares authorized, 6,598,145 and 5,598,847 shares issued and outstanding for 2014 and 2013, respectively | 65,982 | 55,988 |
Additional paid in capital | 10,734,438 | 1,065,228 |
Retained earnings | 5,562,872 | 6,981,458 |
Total stockholders’ equity | 16,363,292 | 8,102,674 |
Total liabilities and stockholders’ equity | $53,772,568 | $58,622,501 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $748,187 | $439,886 |
Preferred Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Common Stock, Shares Authorized | 19,500,000 | 19,500,000 |
Common Stock, Shares Issued | 6,598,145 | 5,598,847 |
Common Stock, Shares Outstanding | 6,598,145 | 5,598,847 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Income Statement [Abstract] | ||
Revenues | $172,810,551 | $151,678,362 |
Cost of services | 138,283,333 | 122,615,743 |
Gross profit | 34,527,218 | 29,062,619 |
Selling, general and administrative expenses | 24,084,360 | 19,039,989 |
Depreciation and amortization | 4,641,548 | 4,894,454 |
Operating income | 5,801,310 | 5,128,176 |
Loss on extinguishment of debt | -986,835 | 0 |
Interest expense, net | -2,472,047 | -1,894,641 |
Interest expense-related party | -213,322 | -2,162,614 |
Change in fair value of put option | -1,184,408 | -235,612 |
Income before income taxes | 944,698 | 835,309 |
Income tax expense (benefit) | 1,373,562 | -7,462,960 |
Net (loss) income | -428,864 | 8,298,269 |
Net (loss) income per share: | ||
Basic (in dollars per share) | ($0.08) | $1.53 |
Diluted (in dollars per share) | ($0.08) | $1.47 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 5,648,605 | 5,424,620 |
Diluted effect (shares) | 0 | 221,769 |
Diluted (in shares) | 5,648,605 | 5,646,389 |
Pro forma C corporation data (unaudited): | ||
Income before taxes | 0 | 835,309 |
Pro forma income tax expense | 0 | 536,009 |
Pro forma income | $0 | $299,300 |
Pro forma earnings per share: | ||
Basic (in dollars per share) | $0 | $0.06 |
Diluted (in dollars per share) | $0 | $0.05 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' AND MEMBER'S EQUITY (DEFICIT) (USD $) | Total | Member's Equity | Preferred Stock | Common Stock | Additional Paid in Capital | Retained Earnings |
Member’s deficit, beginning of period at Dec. 30, 2012 | $1,683,281 | $1,683,281 | $0 | $0 | $0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Distributions to members | -1,321,750 | -1,321,750 | 0 | 0 | 0 | |
Net (loss) income | 1,316,811 | 1,316,811 | 0 | 0 | 0 | 0 |
Member’s deficit, end of period at Nov. 04, 2013 | 1,678,342 | 1,678,342 | 0 | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares, net of offering costs (in shares) | 5,419,642 | |||||
Issuance of shares, net of offering costs | -557,326 | -1,678,342 | 54,196 | 1,066,820 | 0 | |
Exercise of common stock warrants (in shares) | 179,205 | |||||
Exercise of common stock warrants | 200 | 0 | 0 | 1,792 | -1,592 | 0 |
Net (loss) income | 6,981,458 | 0 | 0 | 0 | 6,981,458 | |
Stockholders’ equity, end of period at Dec. 29, 2013 | 8,102,674 | 0 | 0 | 55,988 | 1,065,228 | 6,981,458 |
Stockholders’ equity (in shares), end of period at Dec. 29, 2013 | 5,598,847 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation (shares) | 8,800 | |||||
Share-based compensation | 1,193,208 | 88 | 1,193,120 | |||
Issuance of shares, net of offering costs (in shares) | 963,750 | |||||
Issuance of shares, net of offering costs | 8,368,744 | 9,639 | 8,359,105 | |||
Exercise of common stock options and warrants (shares) | 26,748 | |||||
Exercise of common stock options and warrants | 123,998 | 267 | 123,731 | |||
Dividends, Cash | -989,722 | -989,722 | ||||
Common stock, dividends, per share, declared | $0.15 | |||||
Other | -6,746 | -6,746 | ||||
Net (loss) income | -428,864 | -428,864 | ||||
Stockholders’ equity, end of period at Dec. 28, 2014 | $16,363,292 | $0 | $0 | $65,982 | $10,734,438 | $5,562,872 |
Stockholders’ equity (in shares), end of period at Dec. 28, 2014 | 6,598,145 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | ||
Net (loss) income | ($428,864) | $8,298,269 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Depreciation and amortization | 4,641,548 | 4,894,454 |
Loss on disposal of property and equipment | -3,112 | 0 |
Loss on extinguishment of related party debt | 986,835 | 0 |
Gain on contingent consideration | -666,217 | 0 |
Amortization of deferred financing costs | 173,303 | 240,421 |
Amortization of debt discounts | 88,015 | 357,263 |
Interest expense on earn out payable | 212,844 | 757,640 |
Put option adjustment | 1,184,408 | 235,612 |
Provision for doubtful accounts | 444,872 | 480,195 |
Stock-based compensation | 1,193,208 | 0 |
Deferred income taxes | -129,448 | -7,681,074 |
Net changes in operating assets and liabilities, net of effects of acquisitions | ||
Accounts receivable | 266,289 | -8,028,222 |
Prepaid expenses | 127,793 | -196,301 |
Other current assets | -156,174 | -377,607 |
Security deposits | -653,421 | -224,613 |
Accrued interest | -110,121 | 18,562 |
Accrued interest-related party | 0 | 637,456 |
Accounts payable | -818,620 | -313,146 |
Accrued expenses | -961,230 | 3,160,028 |
Accrued payroll | 41,897 | -159,848 |
Accrued workers’ compensation | 211,053 | 97,063 |
Other current liabilities | 185,072 | -59,188 |
Accrued taxes | -148,759 | 145,035 |
Net cash provided by operating activities | 5,681,171 | 2,281,999 |
Cash flows from investing activities | ||
Business acquired, net of cash received | 0 | -9,550,915 |
Capital expenditures | -327,934 | -221,627 |
Proceeds from sale of property and equipment | 5,000 | 0 |
Net cash used in investing activities | -322,934 | -9,772,542 |
Cash flows from financing activities | ||
Borrowings under line of credit | -9,521,471 | 7,100,000 |
Proceeds from issuance of long-term debt | 0 | 6,000,000 |
Principal payments on long-term debt | -2,260,694 | -2,896,662 |
Payments on other long-term liabilities | -1,000,000 | 0 |
Net proceeds from issuance of common stock | 8,492,742 | 200 |
Contingent consideration paid | -1,017,276 | -1,066,035 |
Distributions to Parent | -6,746 | -1,321,750 |
Deferred financing costs | -44,792 | -325,210 |
Net cash (used in) provided by financing activities | -5,358,237 | 7,490,543 |
Net decrease in cash | 0 | 0 |
Cash, beginning of year | 0 | 0 |
Cash, end of year | 0 | 0 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,337,925 | 1,925,399 |
Cash paid for taxes, net of refunds | 1,647,576 | 66,000 |
Non-cash transactions: | ||
Prepaid offering costs | 227,009 | 557,326 |
Put options liability on detachable warrants | 0 | 1,312,606 |
Contingent consideration paid through relief of accounts receivable | 596,079 | 1,253,152 |
Dividend payable | 989,722 | 0 |
Goodwill, adjustments to business acquisitions | $550,751 | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS |
BG Staffing, Inc. (formerly LTN Staffing, LLC, a Delaware limited liability company whose sole member was LTN Acquisition, LLC (the "Parent")), is a provider of temporary staffing services that also operates, through its wholly owned subsidiaries BG Staffing, LLC, BG Staff Services Inc. and BG Personnel, LP (collectively, the "Company"), within the United States of America in three industry segments: Light Industrial, Multifamily, and IT Staffing. | |
In connection with BG Staffing, Inc.'s filing of a registration statement with the Securities and Exchange Commission (the "SEC") to register the resale of common stock of BG Staffing, Inc., the Company reorganized. The reorganization was completed with a merger of the Parent with and into LTN Staffing, LLC, with LTN Staffing, LLC continuing as the surviving entity. Immediately following this merger, LTN Staffing, LLC converted to a corporation for state law purposes and a C corporation for federal income tax purposes on November 3, 2013. All unit, share, and per share amounts shown in these Consolidated Financial Statements reflect the affect of the conversion as of the earliest date shown. | |
The Light Industrial segment provides temporary workers primarily to distributions and logistics customers needing a flexible workforce in Illinois, Wisconsin, Texas, Tennessee, and Mississippi. 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, in Texas and 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 28, 2014 | |||
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 years for the consolidated financial statements included herein are for the 52 weeks ended December 28, 2014 and December 29, 2013. | |||
Reclassifications | |||
Certain reclassifications have been made to the 2013 financial statements to conform with the 2014 presentation. | |||
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. | |||
Deferred Financing Charges | |||
Deferred financing charges are amortized on a straight-line basis, which approximates the effective interest method, over the term of the respective loans payable. During 2014 and 2013, the Company recognized $173,303 and $240,421 of amortization expense as a component of interest expense related to deferred financing charges, respectively. At December 28, 2014 and December 29, 2013, there were $496,608 and $362,960 of unamortized deferred financing charges, respectively. | |||
Property and Equipment | |||
The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets using the straight-line method. The cost of leasehold improvements is amortized over their useful lives, or the applicable lease term, if shorter. | |||
Years | |||
Leasehold improvements | 5-Jan | ||
Furniture and fixtures | 7-May | ||
Computer systems | 5 | ||
Vehicles | 5 | ||
Intangible Assets | |||
The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment. 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. | |||
In May 2014, due to a recent remarketing launch, the Company noticed significant remaining name recognition and distinctiveness in its IT Staffing segment’s trade names and decided to continue their use in operations indefinitely. The trade name assets’ useful lives were changed to indefinite lived intangible assets and were no longer amortized. At December 28, 2014, these trade names have a remaining unamortized value of $2,537,566. For the year ended December 28, 2014, the decrease in amortization expense associated with this change was $529,333 and the increase in basic and diluted net loss per share associated with this change was approximately $0.09 per share. The Company evaluates the recoverability of 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 2014 and 2013. | |||
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 at the end of each fiscal year, or more frequently if conditions indicate an earlier review is necessary. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. | |||
In conducting the qualitative assessment, the Company assesses the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. Such events and circumstances may include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. The Company may also consider recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value. | |||
The quantitative testing is performed using a two-step process. In the first step, the estimated fair value of a reporting unit is compared to its carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is not considered impaired and no further testing is required. | |||
If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of a reporting unit, a second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to its implied fair value. | |||
Based on our annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2014 or Fiscal 2013. As of December 28, 2014, we have allocated $5,024,821, $1,073,755, and $305,791 of total goodwill to our three separate reporting units: Light Industrial, Multifamily and IT Staffing, respectively. | |||
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 collectability is reasonably assured. | |||
Income Taxes | |||
Until November 3, 2013, the Company was treated as a partnership for federal income tax purposes except for B G Staff Services Inc., which is taxed as C corporation. Consequently, federal and state income taxes were not payable, or provided for, by the Company, except for those BG entities that were taxed as C corporations. Accordingly, the financial statements reflect the impact of income taxes for the taxable BG entities. Members were taxed individually on their share of the Company’s earnings, not earned in the C corporations, which were allocated among the members in accordance with the operating agreement of the Parent. | |||
In connection with the Company’s reorganization (see Note 1), as of November 2013, the Company is treated as a C corporation for federal income tax purposes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. | |||
The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future event, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. There was no valuation allowance recorded as of December 28, 2014. | |||
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements was the largest benefit that had a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assessed all tax positions for which the statute of limitations remain open. The Company had no unrecognized tax benefits as of December 28, 2014 or December 29, 2013. The Company is open to examination by tax authorities for federal, state or local income taxes for periods beginning after 2011. The Company recognizes any penalties and interest when necessary as part of selling, general and administrative expenses. | |||
Stock Based Compensation | |||
The Parent had issued profits interests in the form of Class B Units to employees and directors. Compensation expense arising from the Parent Class B Units granted to the Company’s employees by the Parent was recognized as expense using the straight-line method over the vesting period, which represents the requisite service period. The fair value of the Class B Units was based on the fair value of the underlying unit. These units were converted to common stock as part of the Company’s conversion to a C corporation. See footnote 13 for further information. | |||
On December 20, 2013, the board of directors of BG Staffing, Inc. adopted the 2013 Long-Term Incentive Plan (the "2013 Plan"). Under the 2013 Plan employees and directors may receive incentive stock options and other awards. A total of 900,000 shares of common stock of BG Staffing, Inc. were initially reserved for issuance pursuant to the 2013 Plan. The Company determines the fair value of options to purchase common stock using the Black-Scholes valuation model. The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. | |||
Management Estimates | |||
The preparation of consolidated financial statements in conformity with GAAP 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. | |||
Cash Equivalents | |||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | |||
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 of all debt at December 28, 2014 and December 29, 2013 approximated the carrying value as the debt bears market rates of interest. 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. Level 3 measurements include significant unobservable inputs. | |||
In connection with the acquisition of substantially all of the assets and assumption of certain liabilities of InStaff Holding Corporation and InStaff Personnel, LLC (collectively, "InStaff") on May 28, 2013, the Company granted a put option liability which is carried at fair market value in other long-term liabilities on the consolidated balance sheets. The fair value of the put option was $2,497,014 and $1,312,606 at December 28, 2014 and December 29, 2013, respectively. The put option liability is revalued at each balance sheet date at the greater of an adjusted earnings before income taxes, depreciation and amortization ("EBITDA") method or the fair market value. Changes in fair value are recorded as non-cash, non-operating income in the Company’s consolidated statements of operations. The liability is classified within Level 3 as the lack of an active market during 2013 with only a slight increase in activity during 2014 impacts the calculation of fair market value as an unobservable input used to value the put option. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during Fiscal 2014 and 2013. | |||
The fair value is reviewed on a quarterly basis based on the 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. For years ended 2014 and 2013, the Company recognized $1,184,408 and $235,612 of expense related to the change in fair value of the put option liability, respectively. | |||
Earnings Per Share | |||
Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. For the years ended 2014 and 2013, the Company had 359,512 and 63,000 common stock equivalents that were antidilutive, respectively. As a result, these shares were excluded from the calculation of diluted loss per share. | |||
Pro Forma Earnings (Loss) Per Share | |||
In connection with the Company’s reorganization in Fiscal 2013 (see Note 1), the 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 was calculated using the weighted-average number of shares outstanding. The weighted-average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of options to purchase common shares using the treasury stock method. | |||
Recent Accounting Pronouncements | |||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-9, Revenue from Contracts with Customers ("ASU 2014-9"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-9 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-9 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. | |||
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-9 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-9 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||
Dec. 28, 2014 | |||||||
Business Combinations [Abstract] | |||||||
ACQUISITIONS | ACQUISITIONS | ||||||
InStaff Holding Corporation | |||||||
On May 28, 2013, the Company acquired substantially all of the assets of InStaff for an initial cash consideration paid 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 contained a provision for a “true up” of acquired working capital 120 days after the closing date. If actual working capital were greater than the target working capital, the Company would pay additional consideration in the amount of the difference. If actual working capital were less than target working capital, InStaff would pay the Company the amount of the difference. On November 29, 2013, the Company paid an additional of $436,528 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 $55.4 million of revenue for the year ended December 28, 2014. 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 purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | |||||||
Accounts receivable | $ | 4,437,896 | |||||
Property and equipment | 136,993 | ||||||
Prepaid expenses and other current assets | 133,823 | ||||||
Deposits and other assets | 909,756 | ||||||
Intangible assets | 4,729,000 | ||||||
Goodwill | 1,575,916 | ||||||
Liabilities assumed | (1,686,856 | ) | |||||
Total net assets acquired | $ | 10,236,528 | |||||
Cash | $ | 9,436,528 | |||||
Fair value of contingent consideration | 800,000 | ||||||
Total fair value of consideration transferred for acquired business | $ | 10,236,528 | |||||
The allocation of the intangible assets is as follows: | |||||||
Estimated Fair | Estimated | ||||||
Value | Useful Lives | ||||||
Covenants not to compete | $ | 483,000 | 5 years | ||||
Trade name | 1,648,000 | Indefinite | |||||
Customer list | 2,598,000 | 5 years | |||||
Total | $ | 4,729,000 | |||||
The Company estimates that the revenues and net income that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2013 would be as follows (dollars in thousands): | |||||||
Revenue | $ | 172,602 | |||||
Net income | $ | 8,317 | |||||
Net income per share: | |||||||
Basic | $ | 1.53 | |||||
Diluted | $ | 1.47 | |||||
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Allowance for Doubtful Accounts Receivable [Abstract] | |||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||||||
Changes in the allowance for doubtful accounts for the fiscal years are as follows: | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 439,886 | $ | 214,012 | |||||
Provision for doubtful accounts | 444,872 | 480,195 | |||||||
Accounts written off | (136,571 | ) | (254,321 | ) | |||||
Ending balance | $ | 748,187 | $ | 439,886 | |||||
PROPERTY_AND_EQUIPMENT_NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment as of December 28, 2014 and December 29, 2013 consist of the following: | |||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 125,048 | $ | 72,165 | |||||
Furniture and fixtures | 476,963 | 440,284 | |||||||
Computer systems | 550,482 | 315,335 | |||||||
Vehicles | 79,435 | 158,987 | |||||||
1,231,928 | 986,771 | ||||||||
Accumulated depreciation | (564,331 | ) | (463,411 | ) | |||||
$ | 667,597 | $ | 523,360 | ||||||
Total depreciation expense for the years ended 2014 and 2013 was $181,809 and $122,170, respectively. |
INTANGIBILE_ASSETS
INTANGIBILE ASSETS | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
INTANGIBLE ASSETS | INTANGIBLE ASSETS | ||||||||||||
In May 2014, due to a recent remarketing launch, the Company noticed significant remaining name recognition and distinctiveness in its IT Staffing segment’s trade names and decided to continue their use in operations indefinitely. The trade name assets’ useful lives were changed to indefinite lived intangible assets and were no longer amortized. At December 28, 2014, these trade names have a remaining unamortized value of $2,537,566. For the year ended December 28, 2014, the decrease in amortization expense associated with this change was $529,333 and the increase in basic and diluted net loss per share associated with this change was approximately $0.09 per share. Finite and indefinite lived intangible assets consist of the following: | |||||||||||||
December 28, 2014 | |||||||||||||
Gross Value | Accumulated | Net | |||||||||||
Amortization | Carrying | ||||||||||||
Value | |||||||||||||
Finite lives: | |||||||||||||
Customer lists | $ | 25,786,810 | $ | 16,842,524 | $ | 8,944,286 | |||||||
Covenant not to compete | 1,073,000 | 478,784 | 594,216 | ||||||||||
26,859,810 | 17,321,308 | 9,538,502 | |||||||||||
Indefinite lives: | |||||||||||||
Trade names | 5,618,000 | 1,432,434 | 4,185,566 | ||||||||||
Total | $ | 32,477,810 | $ | 18,753,742 | $ | 13,724,068 | |||||||
December 29, 2013 | |||||||||||||
Gross Value | Accumulated | Net | |||||||||||
Amortization | Carrying | ||||||||||||
Value | |||||||||||||
Finite lives: | |||||||||||||
Customer lists | $ | 25,786,810 | $ | 12,862,053 | $ | 12,924,757 | |||||||
Trade names | 3,970,000 | 1,167,767 | 2,802,233 | ||||||||||
Covenant not to compete | 1,073,000 | 264,183 | 808,817 | ||||||||||
30,829,810 | 14,294,003 | 16,535,807 | |||||||||||
Indefinite lives: | |||||||||||||
Trade names | 1,648,000 | — | 1,648,000 | ||||||||||
Total | $ | 32,477,810 | $ | 14,294,003 | $ | 18,183,807 | |||||||
Estimated future amortization expense for the next five years is as follows: | |||||||||||||
Fiscal Year Ending: | |||||||||||||
2015 | $ | 3,926,816 | |||||||||||
2016 | 3,497,031 | ||||||||||||
2017 | 2,004,404 | ||||||||||||
2018 | 110,251 | ||||||||||||
Thereafter | — | ||||||||||||
$ | 9,538,502 | ||||||||||||
Total amortization expense for the years ended 2014 and 2013 was $4,459,739 and $4,772,284, respectively. |
GOODWILL
GOODWILL | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
GOODWILL | GOODWILL | ||||||||
The changes in the carrying amount of goodwill during the years ended were as follows: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Beginning goodwill | $ | 5,853,616 | $ | 4,859,663 | |||||
Goodwill from acquisitions | — | 1,025,165 | |||||||
Adjustment to business acquisitions | 550,751 | (31,212 | ) | ||||||
Ending goodwill | $ | 6,404,367 | $ | 5,853,616 | |||||
The Company adjusted its purchase price allocation related to the 2012 API acquisition to record a working capital adjustment of $31,212, which decreased goodwill in 2013. The Company adjusted its purchase price allocation related to the 2013 InStaff acquisition by recording an opening balance adjustment to goodwill of $550,751 in 2014 with the offset to accrued workers' compensation and prepaid expenses and other current assets. |
ACCRUED_EXPENSES_AND_OTHER_LON
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accrued Liabilities, Current [Abstract] | |||||||||
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | ||||||||
Accrued expenses consist of the following: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Subcontractor payable | $ | 3,014,315 | $ | 2,367,131 | |||||
Accrued bonuses and commissions | 503,024 | 696,207 | |||||||
Payroll taxes | 1,312,975 | 2,947,134 | |||||||
Others | 1,215,323 | 1,112,403 | |||||||
$ | 6,045,637 | $ | 7,122,875 | ||||||
Other long-term liabilities consist of the following: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Earn out payable | $ | 424,581 | $ | 2,341,857 | |||||
Put option liability | 2,497,014 | 1,312,606 | |||||||
$ | 2,921,595 | $ | 3,654,463 | ||||||
Required future earnout payments are due periodically through the year 2016 to various parties with $1,903,945 in maximum cash to be paid. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | INCOME TAXES | ||||||||
The Company's income tax expense (benefit) for the fiscal years are comprised of the following: | |||||||||
2014 | 2013 | ||||||||
Current Federal income taxes | $ | 1,401,505 | $ | 61,192 | |||||
Current state income taxes | 101,505 | 94,261 | |||||||
Deferred income taxes | (129,448 | ) | (7,618,413 | ) | |||||
Total income tax expense (benefit) | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
Significant components of the Company’s current and non-current deferred income taxes are as follows: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Current deferred tax assets (liabilities) | |||||||||
Accrued payroll | $ | — | $ | (17,549 | ) | ||||
Prepaid expenses | (222,029 | ) | — | ||||||
Allowance for doubtful accounts | 255,436 | 144,583 | |||||||
Workers’ compensation | 301,422 | 182,773 | |||||||
Net current deferred tax asset | $ | 334,829 | $ | 309,807 | |||||
Non-current deferred tax assets (liabilities) | |||||||||
Fixed assets | $ | (48,773 | ) | $ | (67,129 | ) | |||
Goodwill and intangible assets | 6,827,718 | 6,353,840 | |||||||
Accrued interest – related party | (23,549 | ) | 17,556 | ||||||
Contingent consideration | 342,734 | 950,897 | |||||||
Stock-based compensation | 261,460 | — | |||||||
Net noncurrent deferred tax asset | $ | 7,359,590 | $ | 7,255,164 | |||||
Total deferred tax asset | $ | 7,694,419 | $ | 7,564,971 | |||||
The Company utilized all of its net operating loss carry forwards in 2014. | |||||||||
The Company believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 28, 2014 or December 29, 2013. | |||||||||
The income tax provision, reconciled to the tax computed at the statutory Federal rate, is as follows: | |||||||||
2014 | 2013 | ||||||||
Tax expense at Federal statutory rate of 34% | $ | 321,197 | $ | 284,005 | |||||
State income taxes, net of federal benefit | 133,516 | 67,076 | |||||||
Meals and entertainment, and other | 84,411 | 136,293 | |||||||
Extinguishment of debt | 191,314 | — | |||||||
Equity related items | 531,587 | — | |||||||
Partnership income not taxed | — | (468,199 | ) | ||||||
Conversion from nontaxable partnership to corporation | — | (7,476,869 | ) | ||||||
Change in initial deferred assets | 110,169 | — | |||||||
Other | 1,368 | (5,266 | ) | ||||||
Income tax expense (benefit) | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
DEBT
DEBT | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | DEBT | ||||||||
The Company has a senior credit facility effective May 24, 2010, as amended. On January 29, 2014, the Company entered into an amendment with its lenders under the senior credit facility. The amendment provides for a revolving line of credit ("Revolver") of $20.0 million, increased the original principal amount of the term loan facility ("Term Loan A") from $7.1 million to $11.3 million and added $8.0 million of subordinated debt ("Term Loan B"). Borrowings under the Revolver and Term Loan A were partially used to repay the senior subordinated loans ("Subordinated Loans") and $1.0 million was recorded as a loss on the extinguishment of related party debt in the first quarter of 2014. | |||||||||
As of December 28, 2014 and December 29, 2013, $4.9 million and $13.0 million were outstanding on the Revolver, respectively. Borrowings under the Revolver are subject to a borrowing base, bear interest at the 30-day LIBOR plus a margin that ranges from 3.00% to 3.75% (3.00% at December 28, 2014), and are secured by all assets of the Company. On April 28, 2014, the Company executed an amendment to the senior credit facility that temporarily increased the borrowing base amount from 80% to 85% of receivables through August 31, 2014 and made other minor documentation modifications. The additional receivables increased the available borrowings under the Revolver from $2.3 million to $3.7 million at March 30, 2014. On December 12, 2014, the Company executed an amendment to the senior credit facility that removed the limitation on the Company to pay dividends while the Term Loan B is outstanding. The Revolver matures on January 29, 2018. | |||||||||
At December 29, 2013, the Company had Subordinated Loans with two private lenders. The holders of these Subordinated Loans also hold equity interests of the Company, and therefore, are related parties. The Subordinated Loans required an annual mandatory prepayment of principal to be made if specific thresholds were met. The Company made such a mandatory prepayment of approximately $0.5 million in the first quarter of 2013. As noted above, the full amount of the Subordinated Loans was repaid on January 29, 2014 through additional borrowings on the senior credit facility. | |||||||||
Long-term debt consists of the following: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Term Loan A, payable to a bank in monthly installments of principal and interest with a maturity date of January 29, 2018 and is secured by all assets of the Company. Interest is paid on a monthly basis at an annual interest rate of LIBOR plus a margin of 3.75% to 4.5%, determined by certain thresholds (3.75% at December 28, 2014). | $ | 9,187,500 | $ | 4,756,666 | |||||
Subordinated Loans, payable to private parties that accrued interest monthly at an annual rate of 14%, of which 12% is paid quarterly in cash and 2% is paid in kind. The Subordinated Loans were paid-in-full on January 29, 2014. | — | 14,628,099 | |||||||
Term Loan B, payable to a bank with principal due in a one lump-sum payment along with a compounding deferred fee of 1.5% per annum (recorded in accrued interest at December 28, 2014) with a maturity date of January 29, 2018. Interest is paid monthly at an annual rate of 11%. | 8,000,000 | — | |||||||
Total long-term debt | 17,187,500 | 19,384,765 | |||||||
Less current portion | (2,250,000 | ) | (2,378,333 | ) | |||||
Long-term debt non-current portion | $ | 14,937,500 | $ | 17,006,432 | |||||
For all of its borrowings, the Company must comply with certain financial covenants, including a minimum debt service financial covenant and a senior funded indebtedness to EBITDA covenant. As of December 28, 2014, the Company was in compliance with these covenants. | |||||||||
Maturities on the Revolver and long-term debt obligations as of December 28, 2014, are as follows: | |||||||||
Fiscal Year Ending: | |||||||||
2015 | $ | 2,250,000 | |||||||
2016 | 3,281,250 | ||||||||
2017 | 3,375,000 | ||||||||
2018 | 13,181,250 | ||||||||
Thereafter | — | ||||||||
$ | 22,087,500 | ||||||||
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 28, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 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. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 28, 2014 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY |
Following the Company’s conversion to a corporation (see Note 1), authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share. | |
In December 2014, in a series of transactions, various investors (collectively the “Investors”) joined a Securities Purchase Agreement (the “Purchase Agreement”) with the Company pursuant to which the Company issued and sold 963,750 (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), to the Investors in a private placement for an aggregate purchase price of approximately $9,396,562 in cash. The purchase price for the Shares under the Purchase Agreement was $9.75 per Share. The Shares constituted approximately 17.2% of the total of issued and outstanding shares of Common Stock immediately before the initial execution of the Purchase Agreement and the subsequent closing of the purchase and sale of the Shares thereunder. In connection with the closing of the purchase and sale of the shares, the Company paid to Taglich Brothers, Inc. ("Taglich Brothers"), the placement agent, commissions of approximately $751,725. In connection with the sale, the Company issued to designees of Taglich Brothers, warrants (the “Warrant”) to purchase 96,375 shares of Common Stock. The Warrant is exercisable at any time commencing on the sixth month anniversary of the issuance date in whole or in part, at an initial exercise price per share of $9.75, and may be exercised in a cashless exercise. The exercise price and number of shares of Common Stock issuable under the Warrants are subject to adjustments for stock dividends, splits, combinations and similar events. The Warrant expires on the fifth anniversary of the date of issuance. The holder of the Warrant is entitled to the same registration rights provided to the Investors. The proceeds of the sale were used to pay indebtedness under the revolving credit facility. For Fiscal year 2014, the Company recorded $8,368,744, net of offering costs into stockholders' equity. | |
On December 19, 2014, the board of directors declared a dividend of $0.15 per share of common stock that was paid on January 30, 2015 to all shareholders of record as of the close of business on December 31, 2014. Prior to that, the Company had not paid cash dividends on common stock. The Company's ability to pay dividends is restricted under the terms of the senior credit facility and may be restricted under other agreements governing the outstanding indebtedness from time to time. | |
On December 19, 2013, the subordinated debt holders exercised their warrants to purchase 179,205 shares for a total of $200. As of December 28, 2014 and December 29, 2013, the Company has 6,598,145 and 5,598,847 shares of common stock outstanding, respectively and no shares of preferred stock outstanding. | |
Prior to the merger of the Parent and into LTN Staffing, LLC, the Company was 100% owned by its Parent, who was the sole member. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION | ||||||||||||
Stock Issued | |||||||||||||
On June 24, 2014, under the 2013 Plan, the board of directors authorized and issued a total of 8,800 shares of stock to all the Company’s employees with a stock price of $7.40 per share. The shares are fully vested and must be held for a period of one year as the shares were not registered when they were issued. For the years ended 2014 and 2013, the Company recognized $65,120 and $-0-, respectively, of compensation costs related to the stock issuance. | |||||||||||||
Stock Options | |||||||||||||
In February 2014, the Company granted 545,321 options to employees and directors with an exercise price of $6.25 of per share, and 21,042 options to employees at an exercise price of $12.50 per share. Of the 566,363 options granted, 234,363 were immediately exercisable, and the remaining 332,000 vest over a period of four years. In August 2014, the Company granted 30,000 options to non-employee directors with an exercise price of $7.10 per share. The options vest over a period of four years. | |||||||||||||
For the years ended 2014 and 2013, the Company recognized $1,017,675 and $-0- of compensation cost related to stock awards, respectively. Unamortized stock compensation expense as of December 28, 2014 amounted to $677,086 which is expected to be recognized over the next 3.1 years. | |||||||||||||
The following assumptions were used to estimate the fair value of share options granted for the years ended: | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average fair value of options | $ | 2.84 | $ | — | |||||||||
Weighted-average risk-free interest rate | 1 | % | — | % | |||||||||
Dividend yield | — | % | — | % | |||||||||
Weighted-average volatility factor | 49 | % | — | % | |||||||||
Weighted-average expected life | 5.6 | yrs | 0 | yrs | |||||||||
A summary of stock option activity is presented as follows: | |||||||||||||
Number of | Weighted Average Exercise Price Per Share | Total Intrinsic Value of Options | |||||||||||
Shares | (in thousands) | ||||||||||||
Options outstanding at December 29, 2013 | — | $ | — | $ | — | ||||||||
Granted | 596,363 | $ | 6.51 | $ | — | ||||||||
Exercised | (8,290 | ) | $ | 6.25 | $ | 48 | |||||||
Forfeited | (2,607 | ) | $ | 6.25 | $ | — | |||||||
Options outstanding at December 28, 2014 | 585,466 | $ | 6.52 | $ | 3,204 | ||||||||
Options exercisable at December 28, 2014 | 297,366 | $ | 6.71 | $ | 1,569 | ||||||||
The intrinsic value in the table above is the amount by which the market value of the underlying stock exceeded | |||||||||||||
the exercise price of outstanding options, before applicable income taxes and represents the amount optionees would have | |||||||||||||
realized if all in-the-money options had been exercised on the last business day of the period indicated. | |||||||||||||
Warrant Activity | |||||||||||||
For the years ended 2014 and 2013, the Company recognized $110,413 and $-0- of compensation cost related to warrants, respectively. Unamortized stock compensation expense as of December 28, 2014 amounted to $6,523 which is expected to be recognized over the next 0.4 years. | |||||||||||||
The following assumptions were used to estimate the fair value of warrants for the years ended: | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average fair value of options | $ | 3.05 | $ | — | |||||||||
Weighted-average risk-free interest rate | 0.1 | % | — | % | |||||||||
Dividend yield | 0.2 | % | — | % | |||||||||
Weighted-average volatility factor | 49 | % | — | % | |||||||||
Weighted-average expected life | 2.9 | yrs | 0 | yrs | |||||||||
A summary of warrant activity is presented as follows: | |||||||||||||
Number of | Weighted Average Exercise Price Per Share | Total Intrinsic Value of Options | |||||||||||
Shares | (in thousands) | ||||||||||||
Warrants outstanding at December 29, 2013 | 224,205 | $ | 7.08 | $ | — | ||||||||
Granted | 121,375 | $ | 9.8 | $ | — | ||||||||
Exercised | (18,458 | ) | $ | 4.51 | $ | 138 | |||||||
Expired | (300 | ) | $ | 4.51 | $ | — | |||||||
Warrants outstanding at December 28, 2014 | 326,822 | $ | 8.24 | $ | 1,226 | ||||||||
Warrants exercisable at December 28, 2014 | 205,447 | $ | 7.32 | $ | 960 | ||||||||
The intrinsic value in the table above is the amount by which the market value of the underlying stock exceeded | |||||||||||||
the exercise price of outstanding options, before applicable income taxes and represents the amount optionees would have | |||||||||||||
realized if all in-the-money options had been exercised on the last business day of the period indicated. |
OPERATING_LEASES
OPERATING LEASES | 12 Months Ended | |||
Dec. 28, 2014 | ||||
Leases, Operating [Abstract] | ||||
OPERATING LEASES | OPERATING LEASES | |||
The Company is a party to leases for its facilities, expiring at various dates through fiscal year 2017. Certain of the leases provide for escalating rents over the lives of the leases and rent expense is recognized over the terms of those leases on a straight-line basis, with the difference between lease payments and rent expense recorded as deferred rent in accrued expenses in the consolidated balance sheets. Total rental expense charged to operations amounted to $905,333 and $648,133 for years ended 2014 and 2013, respectively. | ||||
The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 28, 2014: | ||||
Fiscal year ending: | ||||
2015 | $ | 694,281 | ||
2016 | 502,913 | |||
2017 | 250,504 | |||
2018 | 3,400 | |||
Thereafter | — | |||
$ | 1,451,098 | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 28, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS |
Through ownership of the Parent (prior to the reorganization of the Company) and through ownership of the common stock of BG Staffing, Inc., the Company is affiliated with multiple investors. Two of these investors are private lenders that also held the Subordinated Loans $14,628,099 at December 29, 2013 (see Note 10), which were repaid on January 29, 2014 and $986,835 was recorded as a loss on extinguishment of related party debt. Interest payments totaling $-0- and $1,211,035 were made to these investors during the years ended December 28, 2014 and December 29, 2013, respectively. Accrued interest of $0 and $550,655 was due to these investors as of December 28, 2014 and December 29, 2013, respectively. | |
Until November 3, 2013, the Company was under a Management Services Agreement with a firm associated with one of the investors. The Company paid $-0- and $175,000 in management fees during the years ended December 28, 2014 and December 29, 2013, respectively. |
CONCENTRATION_OF_CREDIT_RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 28, 2014 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK |
Concentration of credit risk is limited due to the Company’s diverse customer base. No single customer accounted for more than 10% of the Company’s revenue or accounts receivable for the years ended December 28, 2014 and December 29, 2013. |
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 28, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLAN | 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 $200,562 and $143,437 to the 401(k) Plan in fiscal years 2014 and 2013, respectively. |
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
BUSINESS SEGMENTS | BUSINESS SEGMENTS | ||||||||
The Company operates within three industry segments: Light Industrial, Multifamily and IT Staffing. The Light Industrial segment provides temporary workers primarily to distribution and logistics customers needing a flexible workforce in Illinois, Wisconsin, Texas, Tennessee, and Mississippi. The Multifamily segment provides front office and maintenance personnel on a temporary basis to various apartment communities, in Texas, and 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 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, direct selling expenses, depreciation and amortization expense, and income tax expense (benefit) and excludes all general and administrative (corporate) expenses. Assets of corporate include cash, unallocated prepaid expenses, deferred tax assets, and other assets. | |||||||||
2014 | 2013 | ||||||||
Revenue: | |||||||||
Light Industrial | $ | 81,883,012 | $ | 71,579,162 | |||||
Multifamily | 34,348,562 | 23,790,494 | |||||||
IT Staffing | 56,578,977 | 56,308,706 | |||||||
Total | $ | 172,810,551 | $ | 151,678,362 | |||||
Income tax expense (benefit): | |||||||||
Light Industrial | $ | 1,352,972 | $ | (7,490,950 | ) | ||||
Multifamily | 34,667 | 37,232 | |||||||
IT Staffing | — | 12,103 | |||||||
Corporate | (14,077 | ) | (21,345 | ) | |||||
Total | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
Net Income (Loss): | |||||||||
Light Industrial | $ | 2,898,991 | $ | 11,245,768 | |||||
Multifamily | 4,034,240 | 2,875,298 | |||||||
IT Staffing | 2,069,508 | 1,984,803 | |||||||
Corporate | (6,746,234 | ) | (3,750,345 | ) | |||||
Interest expense, net | (2,685,369 | ) | (4,057,255 | ) | |||||
Total | $ | (428,864 | ) | $ | 8,298,269 | ||||
Total Assets: | |||||||||
Light Industrial | $ | 19,810,747 | $ | 21,187,881 | |||||
Multifamily | 6,072,296 | 5,806,948 | |||||||
IT Staffing | 18,810,198 | 23,644,464 | |||||||
Corporate | 9,079,327 | 7,983,208 | |||||||
Total | $ | 53,772,568 | $ | 58,622,501 | |||||
Depreciation: | |||||||||
Light Industrial | $ | 75,199 | $ | 60,621 | |||||
Multifamily | 25,039 | 31,378 | |||||||
IT Staffing | 24,224 | 10,683 | |||||||
Corporate | 57,347 | 19,488 | |||||||
Total | $ | 181,809 | $ | 122,170 | |||||
Amortization: | |||||||||
Light Industrial | $ | 965,438 | $ | 735,212 | |||||
Multifamily | 99,550 | 108,717 | |||||||
IT Staffing | 3,343,468 | 3,872,349 | |||||||
Corporate | 51,283 | 56,006 | |||||||
Total | $ | 4,459,739 | $ | 4,772,284 | |||||
Capital Expenditures: | |||||||||
Light Industrial | $ | 78,309 | $ | 9,121 | |||||
Multifamily | 28,270 | 24,563 | |||||||
IT Staffing | 86,927 | 54,421 | |||||||
Corporate | 134,428 | 133,522 | |||||||
Total | $ | 327,934 | $ | 221,627 | |||||
PRO_FORMA_EARNINGS_PER_SHARE
PRO FORMA EARNINGS PER SHARE | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Pro Forma Earnings Loss Per Share [Abstract] | |||||
PRO FORMA EARNINGS PER SHARE | PRO FORMA EARNINGS PER SHARE | ||||
Pro forma earnings per share has been calculated as if the Company were a C corporation for federal income tax purposes for fiscal year ended December 29, 2013. Pro forma earnings per share is calculated using the weighted average shares outstanding. The weighted average shares outstanding used in the calculation of pro forma diluted earnings 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 per share was calculated for the year ended December 29, 2013 as follows: | |||||
Income before taxes | $ | 835,309 | |||
Pro forma income tax expense | 536,009 | ||||
Pro forma net income | $ | 299,300 | |||
Shares: | |||||
Basic weighted average shares | 5,424,620 | ||||
Dilutive effect of potential common shares | 221,769 | ||||
Diluted weighted average shares | 5,646,389 | ||||
Pro forma basic earnings per share | $ | 0.06 | |||
Pro forma diluted earnings per share | $ | 0.05 | |||
For the year ended December 29, 2013, giving effect to the reorganization and conversion to C corporation status as if they had occurred on the first day of Fiscal 2013, the Company had 63,000 common stock equivalents that were antidilutive. As a result, the assumed shares under the treasury stock method have been excluded from the calculation of diluted earnings per share. |
PRO_FORMA_C_CORPORATION_DATA
PRO FORMA C CORPORATION DATA | 12 Months Ended |
Dec. 28, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | |
PRO FORMA C CORPORATION DATA | PRO FORMA C CORPORATION DATA |
In connection with the BG Staffing, Inc.'s filing of a registration statement with the SEC to register the resale of common stock of BG Staffing, Inc., the Company reorganized. The reorganization was completed with a merger of the Parent with and into the LTN Staffing, LLC, with LTN Staffing, LLC continuing as the surviving entity. Immediately following this merger, LTN Staffing, LLC converted to a corporation for state law purposes and to a C corporation for federal income tax purposes. Upon conversion, the Company established a net current deferred tax assets of $431,032 and net long-term deferred tax assets of $7,045,837. The pro forma C corporation data for the year ended December 29, 2013, 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 the period presented. |
QUARTERLY_FINANCIAL_DATA_UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended | |||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||||
2014 | ||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Revenues | $ | 39,037,655 | $ | 42,829,920 | $ | 48,007,610 | $ | 42,935,366 | $ | 172,810,551 | ||||||||||
Gross Profit | $ | 7,711,630 | $ | 8,465,235 | $ | 9,985,740 | $ | 8,364,613 | $ | 34,527,218 | ||||||||||
Loss on extinguishment of related party debt | $ | (986,835 | ) | $ | — | $ | — | $ | — | $ | (986,835 | ) | ||||||||
Change in fair value of put option | $ | 12,922 | $ | (239,163 | ) | $ | (954,605 | ) | $ | (3,562 | ) | $ | (1,184,408 | ) | ||||||
Income (loss) before income taxes | $ | (1,913,681 | ) | $ | 746,147 | $ | 1,120,797 | $ | 991,435 | $ | 944,698 | |||||||||
Net (loss) income | $ | (1,530,100 | ) | $ | 246,537 | $ | 365,162 | $ | 489,537 | $ | (428,864 | ) | ||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | (0.27 | ) | $ | 0.04 | $ | 0.07 | $ | 0.08 | $ | (0.08 | ) | ||||||||
Diluted | $ | (0.27 | ) | $ | 0.04 | $ | 0.06 | $ | 0.08 | $ | (0.08 | ) | ||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||
Basic | 5,598,847 | 5,599,331 | 5,608,301 | 5,787,941 | 5,648,605 | |||||||||||||||
Dilutive effect | — | 76,400 | 144,013 | 309,768 | — | |||||||||||||||
Diluted | 5,598,847 | 5,675,731 | 5,752,314 | 6,097,709 | 5,648,605 | |||||||||||||||
2013 | ||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Revenues | $ | 24,780,587 | $ | 35,235,715 | $ | 47,865,934 | $ | 43,796,126 | $ | 151,678,362 | ||||||||||
Gross Profit | $ | 4,868,302 | $ | 6,649,652 | $ | 9,110,019 | $ | 8,434,646 | $ | 29,062,619 | ||||||||||
Loss on extinguishment of related party debt | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Change in fair value of put option | $ | — | $ | — | $ | — | $ | (235,612 | ) | $ | (235,612 | ) | ||||||||
Income (loss) before income taxes | $ | (559,047 | ) | $ | 243,647 | $ | 1,441,034 | $ | (290,325 | ) | $ | 835,309 | ||||||||
Net (loss) income | $ | (566,638 | ) | $ | 245,429 | $ | 1,417,893 | $ | 7,201,585 | $ | 8,298,269 | |||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | — | $ | — | $ | — | $ | 1.32 | $ | 1.53 | ||||||||||
Diluted | $ | — | $ | — | $ | — | $ | 1.26 | $ | 1.47 | ||||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||
Basic | — | — | — | 5,439,554 | 5,424,620 | |||||||||||||||
Dilutive effect | — | — | — | 281,007 | 221,769 | |||||||||||||||
Diluted | — | — | — | 5,720,561 | 5,646,389 | |||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 28, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
On February 23, 2015, the Company acquired substantially all of the assets and certain liabilities of D&W Talent, LLC ("D&W") for $8.5 million in cash, subject to a working capital adjustment, and contingent consideration of up to $3.5 million based on the performance of D&W for the three years following the date of acquisition. The acquisition was funded through proceeds from the Company’s Revolver. In connection with the acquisition, the Company amended its senior credit facility to permanently increase the borrowing base amount on receivables from 80% to 85% and made other minor documentation modifications. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 28, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Accounting | 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 | Fiscal Year | ||
The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 28, 2014 and December 29, 2013 | |||
Reclassification | Reclassifications | ||
Certain reclassifications have been made to the 2013 financial statements to conform with the 2014 presentation. | |||
Receivables | 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. | |||
Deferred Charges | Deferred Financing Charges | ||
Deferred financing charges are amortized on a straight-line basis, which approximates the effective interest method, over the term of the respective loans payable. | |||
Property, Plant and Equipment | Property and Equipment | ||
The Company’s policy is to depreciate the cost of property and equipment over the estimated useful lives of the assets using the straight-line method. The cost of leasehold improvements is amortized over their useful lives, or the applicable lease term, if shorter. | |||
Years | |||
Leasehold improvements | 5-Jan | ||
Furniture and fixtures | 7-May | ||
Computer systems | 5 | ||
Vehicles | 5 | ||
Intangible Assets, Finite-Lived | Intangible Assets | ||
The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment. 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. | |||
In May 2014, due to a recent remarketing launch, the Company noticed significant remaining name recognition and distinctiveness in its IT Staffing segment’s trade names and decided to continue their use in operations indefinitely. The trade name assets’ useful lives were changed to indefinite lived intangible assets and were no longer amortized. At December 28, 2014, these trade names have a remaining unamortized value of $2,537,566. For the year ended December 28, 2014, the decrease in amortization expense associated with this change was $529,333 and the increase in basic and diluted net loss per share associated with this change was approximately $0.09 per share. The Company evaluates the recoverability of 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 2014 and 2013. | |||
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 | Goodwill | ||
Goodwill is not amortized, but instead is measured at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently if conditions indicate an earlier review is necessary. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. | |||
In conducting the qualitative assessment, the Company assesses the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. Such events and circumstances may include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. The Company may also consider recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value. | |||
The quantitative testing is performed using a two-step process. In the first step, the estimated fair value of a reporting unit is compared to its carrying value. The fair value of the reporting unit is determined based on discounted cash flow projections. If the estimated fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is not considered impaired and no further testing is required. | |||
If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of a reporting unit, a second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to its implied fair value. | |||
Revenue Recognition | 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 collectability is reasonably assured. | |||
Income Tax | Income Taxes | ||
Until November 3, 2013, the Company was treated as a partnership for federal income tax purposes except for B G Staff Services Inc., which is taxed as C corporation. Consequently, federal and state income taxes were not payable, or provided for, by the Company, except for those BG entities that were taxed as C corporations. Accordingly, the financial statements reflect the impact of income taxes for the taxable BG entities. Members were taxed individually on their share of the Company’s earnings, not earned in the C corporations, which were allocated among the members in accordance with the operating agreement of the Parent. | |||
In connection with the Company’s reorganization (see Note 1), as of November 2013, the Company is treated as a C corporation for federal income tax purposes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. | |||
The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future event, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. There was no valuation allowance recorded as of December 28, 2014. | |||
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements was the largest benefit that had a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assessed all tax positions for which the statute of limitations remain open. The Company had no unrecognized tax benefits as of December 28, 2014 or December 29, 2013. The Company is open to examination by tax authorities for federal, state or local income taxes for periods beginning after 2011. The Company recognizes any penalties and interest when necessary as part of selling, general and administrative expenses. | |||
Share-based Compensation, Option and Incentive Plans | Stock Based Compensation | ||
The Parent had issued profits interests in the form of Class B Units to employees and directors. Compensation expense arising from the Parent Class B Units granted to the Company’s employees by the Parent was recognized as expense using the straight-line method over the vesting period, which represents the requisite service period. The fair value of the Class B Units was based on the fair value of the underlying unit. These units were converted to common stock as part of the Company’s conversion to a C corporation. See footnote 13 for further information. | |||
On December 20, 2013, the board of directors of BG Staffing, Inc. adopted the 2013 Long-Term Incentive Plan (the "2013 Plan"). Under the 2013 Plan employees and directors may receive incentive stock options and other awards. A total of 900,000 shares of common stock of BG Staffing, Inc. were initially reserved for issuance pursuant to the 2013 Plan. The Company determines the fair value of options to purchase common stock using the Black-Scholes valuation model. The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. | |||
Use of Estimates | Management Estimates | ||
The preparation of consolidated financial statements in conformity with GAAP 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. | |||
Cash and Cash Equivalents | Cash Equivalents | ||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | |||
Fair Value Measurement | 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 of all debt at December 28, 2014 and December 29, 2013 approximated the carrying value as the debt bears market rates of interest. 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. Level 3 measurements include significant unobservable inputs. | |||
In connection with the acquisition of substantially all of the assets and assumption of certain liabilities of InStaff Holding Corporation and InStaff Personnel, LLC (collectively, "InStaff") on May 28, 2013, the Company granted a put option liability which is carried at fair market value in other long-term liabilities on the consolidated balance sheets. The fair value of the put option was $2,497,014 and $1,312,606 at December 28, 2014 and December 29, 2013, respectively. The put option liability is revalued at each balance sheet date at the greater of an adjusted earnings before income taxes, depreciation and amortization ("EBITDA") method or the fair market value. Changes in fair value are recorded as non-cash, non-operating income in the Company’s consolidated statements of operations. The liability is classified within Level 3 as the lack of an active market during 2013 with only a slight increase in activity during 2014 impacts the calculation of fair market value as an unobservable input used to value the put option. There were no substantive changes to the valuation techniques and related inputs used to measure fair value during Fiscal 2014 and 2013. | |||
The fair value is reviewed on a quarterly basis based on the 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 | Earnings Per Share | ||
Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. | |||
Pro Forma Earnings Loss Per Share | Pro Forma Earnings (Loss) Per Share | ||
In connection with the Company’s reorganization in Fiscal 2013 (see Note 1), the 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 was calculated using the weighted-average number of shares outstanding. The weighted-average shares outstanding used in the calculation of pro forma diluted earnings (loss) per share includes the dilutive effect of options to purchase common shares using the treasury stock method. | |||
New Accounting Pronouncements | Recent Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-9, Revenue from Contracts with Customers ("ASU 2014-9"), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-9 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-9 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. | |||
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-9 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-9 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||
Dec. 28, 2014 | |||
Accounting Policies [Abstract] | |||
Property, Plant and Equipment, Estimated Useful Lives | |||
Years | |||
Leasehold improvements | 5-Jan | ||
Furniture and fixtures | 7-May | ||
Computer systems | 5 | ||
Vehicles | 5 | ||
Finite-Lived Intangible Asset, Useful Life | 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 |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) (InStaff Holding Corporation) | 12 Months Ended | ||||||
Dec. 28, 2014 | |||||||
InStaff Holding Corporation | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: | ||||||
Accounts receivable | $ | 4,437,896 | |||||
Property and equipment | 136,993 | ||||||
Prepaid expenses and other current assets | 133,823 | ||||||
Deposits and other assets | 909,756 | ||||||
Intangible assets | 4,729,000 | ||||||
Goodwill | 1,575,916 | ||||||
Liabilities assumed | (1,686,856 | ) | |||||
Total net assets acquired | $ | 10,236,528 | |||||
Cash | $ | 9,436,528 | |||||
Fair value of contingent consideration | 800,000 | ||||||
Total fair value of consideration transferred for acquired business | $ | 10,236,528 | |||||
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows: | ||||||
Estimated Fair | Estimated | ||||||
Value | Useful Lives | ||||||
Covenants not to compete | $ | 483,000 | 5 years | ||||
Trade name | 1,648,000 | Indefinite | |||||
Customer list | 2,598,000 | 5 years | |||||
Total | $ | 4,729,000 | |||||
Business Acquisition, Pro Forma Information | The Company estimates that the revenues and net income that would have been reported if the acquisition of InStaff had taken place on the first day of Fiscal 2013 would be as follows (dollars in thousands): | ||||||
Revenue | $ | 172,602 | |||||
Net income | $ | 8,317 | |||||
Net income per share: | |||||||
Basic | $ | 1.53 | |||||
Diluted | $ | 1.47 | |||||
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT1
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Allowance for Doubtful Accounts Receivable [Abstract] | |||||||||
Allowance for Doubtful Accounts Receivable | Changes in the allowance for doubtful accounts for the fiscal years are as follows: | ||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 439,886 | $ | 214,012 | |||||
Provision for doubtful accounts | 444,872 | 480,195 | |||||||
Accounts written off | (136,571 | ) | (254,321 | ) | |||||
Ending balance | $ | 748,187 | $ | 439,886 | |||||
PROPERTY_AND_EQUIPMENT_NET_Tab
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Property and equipment as of December 28, 2014 and December 29, 2013 consist of the following: | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 125,048 | $ | 72,165 | |||||
Furniture and fixtures | 476,963 | 440,284 | |||||||
Computer systems | 550,482 | 315,335 | |||||||
Vehicles | 79,435 | 158,987 | |||||||
1,231,928 | 986,771 | ||||||||
Accumulated depreciation | (564,331 | ) | (463,411 | ) | |||||
$ | 667,597 | $ | 523,360 | ||||||
INTANGIBILE_ASSETS_Tables
INTANGIBILE ASSETS (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Finite-Lived Intangible Assets | Finite and indefinite lived intangible assets consist of the following: | ||||||||||||
December 28, 2014 | |||||||||||||
Gross Value | Accumulated | Net | |||||||||||
Amortization | Carrying | ||||||||||||
Value | |||||||||||||
Finite lives: | |||||||||||||
Customer lists | $ | 25,786,810 | $ | 16,842,524 | $ | 8,944,286 | |||||||
Covenant not to compete | 1,073,000 | 478,784 | 594,216 | ||||||||||
26,859,810 | 17,321,308 | 9,538,502 | |||||||||||
Indefinite lives: | |||||||||||||
Trade names | 5,618,000 | 1,432,434 | 4,185,566 | ||||||||||
Total | $ | 32,477,810 | $ | 18,753,742 | $ | 13,724,068 | |||||||
December 29, 2013 | |||||||||||||
Gross Value | Accumulated | Net | |||||||||||
Amortization | Carrying | ||||||||||||
Value | |||||||||||||
Finite lives: | |||||||||||||
Customer lists | $ | 25,786,810 | $ | 12,862,053 | $ | 12,924,757 | |||||||
Trade names | 3,970,000 | 1,167,767 | 2,802,233 | ||||||||||
Covenant not to compete | 1,073,000 | 264,183 | 808,817 | ||||||||||
30,829,810 | 14,294,003 | 16,535,807 | |||||||||||
Indefinite lives: | |||||||||||||
Trade names | 1,648,000 | — | 1,648,000 | ||||||||||
Total | $ | 32,477,810 | $ | 14,294,003 | $ | 18,183,807 | |||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for the next five years is as follows: | ||||||||||||
Fiscal Year Ending: | |||||||||||||
2015 | $ | 3,926,816 | |||||||||||
2016 | 3,497,031 | ||||||||||||
2017 | 2,004,404 | ||||||||||||
2018 | 110,251 | ||||||||||||
Thereafter | — | ||||||||||||
$ | 9,538,502 | ||||||||||||
GOODWILL_Tables
GOODWILL (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill during the years ended were as follows: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Beginning goodwill | $ | 5,853,616 | $ | 4,859,663 | |||||
Goodwill from acquisitions | — | 1,025,165 | |||||||
Adjustment to business acquisitions | 550,751 | (31,212 | ) | ||||||
Ending goodwill | $ | 6,404,367 | $ | 5,853,616 | |||||
ACCRUED_EXPENSES_AND_OTHER_LON1
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accrued Liabilities, Current [Abstract] | |||||||||
Schedule of Accrued Liabilities | Accrued expenses consist of the following: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Subcontractor payable | $ | 3,014,315 | $ | 2,367,131 | |||||
Accrued bonuses and commissions | 503,024 | 696,207 | |||||||
Payroll taxes | 1,312,975 | 2,947,134 | |||||||
Others | 1,215,323 | 1,112,403 | |||||||
$ | 6,045,637 | $ | 7,122,875 | ||||||
Other Noncurrent Liabilities | Other long-term liabilities consist of the following: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Earn out payable | $ | 424,581 | $ | 2,341,857 | |||||
Put option liability | 2,497,014 | 1,312,606 | |||||||
$ | 2,921,595 | $ | 3,654,463 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | The Company's income tax expense (benefit) for the fiscal years are comprised of the following: | ||||||||
2014 | 2013 | ||||||||
Current Federal income taxes | $ | 1,401,505 | $ | 61,192 | |||||
Current state income taxes | 101,505 | 94,261 | |||||||
Deferred income taxes | (129,448 | ) | (7,618,413 | ) | |||||
Total income tax expense (benefit) | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s current and non-current deferred income taxes are as follows: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Current deferred tax assets (liabilities) | |||||||||
Accrued payroll | $ | — | $ | (17,549 | ) | ||||
Prepaid expenses | (222,029 | ) | — | ||||||
Allowance for doubtful accounts | 255,436 | 144,583 | |||||||
Workers’ compensation | 301,422 | 182,773 | |||||||
Net current deferred tax asset | $ | 334,829 | $ | 309,807 | |||||
Non-current deferred tax assets (liabilities) | |||||||||
Fixed assets | $ | (48,773 | ) | $ | (67,129 | ) | |||
Goodwill and intangible assets | 6,827,718 | 6,353,840 | |||||||
Accrued interest – related party | (23,549 | ) | 17,556 | ||||||
Contingent consideration | 342,734 | 950,897 | |||||||
Stock-based compensation | 261,460 | — | |||||||
Net noncurrent deferred tax asset | $ | 7,359,590 | $ | 7,255,164 | |||||
Total deferred tax asset | $ | 7,694,419 | $ | 7,564,971 | |||||
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision, reconciled to the tax computed at the statutory Federal rate, is as follows: | ||||||||
2014 | 2013 | ||||||||
Tax expense at Federal statutory rate of 34% | $ | 321,197 | $ | 284,005 | |||||
State income taxes, net of federal benefit | 133,516 | 67,076 | |||||||
Meals and entertainment, and other | 84,411 | 136,293 | |||||||
Extinguishment of debt | 191,314 | — | |||||||
Equity related items | 531,587 | — | |||||||
Partnership income not taxed | — | (468,199 | ) | ||||||
Conversion from nontaxable partnership to corporation | — | (7,476,869 | ) | ||||||
Change in initial deferred assets | 110,169 | — | |||||||
Other | 1,368 | (5,266 | ) | ||||||
Income tax expense (benefit) | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: | ||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Term Loan A, payable to a bank in monthly installments of principal and interest with a maturity date of January 29, 2018 and is secured by all assets of the Company. Interest is paid on a monthly basis at an annual interest rate of LIBOR plus a margin of 3.75% to 4.5%, determined by certain thresholds (3.75% at December 28, 2014). | $ | 9,187,500 | $ | 4,756,666 | |||||
Subordinated Loans, payable to private parties that accrued interest monthly at an annual rate of 14%, of which 12% is paid quarterly in cash and 2% is paid in kind. The Subordinated Loans were paid-in-full on January 29, 2014. | — | 14,628,099 | |||||||
Term Loan B, payable to a bank with principal due in a one lump-sum payment along with a compounding deferred fee of 1.5% per annum (recorded in accrued interest at December 28, 2014) with a maturity date of January 29, 2018. Interest is paid monthly at an annual rate of 11%. | 8,000,000 | — | |||||||
Total long-term debt | 17,187,500 | 19,384,765 | |||||||
Less current portion | (2,250,000 | ) | (2,378,333 | ) | |||||
Long-term debt non-current portion | $ | 14,937,500 | $ | 17,006,432 | |||||
Schedule of Maturities of Long-term Debt | Maturities on the Revolver and long-term debt obligations as of December 28, 2014, are as follows: | ||||||||
Fiscal Year Ending: | |||||||||
2015 | $ | 2,250,000 | |||||||
2016 | 3,281,250 | ||||||||
2017 | 3,375,000 | ||||||||
2018 | 13,181,250 | ||||||||
Thereafter | — | ||||||||
$ | 22,087,500 | ||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Valuation assumptions used for stock options | The following assumptions were used to estimate the fair value of share options granted for the years ended: | ||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average fair value of options | $ | 2.84 | $ | — | |||||||||
Weighted-average risk-free interest rate | 1 | % | — | % | |||||||||
Dividend yield | — | % | — | % | |||||||||
Weighted-average volatility factor | 49 | % | — | % | |||||||||
Weighted-average expected life | 5.6 | yrs | 0 | yrs | |||||||||
Stock option activity | A summary of stock option activity is presented as follows: | ||||||||||||
Number of | Weighted Average Exercise Price Per Share | Total Intrinsic Value of Options | |||||||||||
Shares | (in thousands) | ||||||||||||
Options outstanding at December 29, 2013 | — | $ | — | $ | — | ||||||||
Granted | 596,363 | $ | 6.51 | $ | — | ||||||||
Exercised | (8,290 | ) | $ | 6.25 | $ | 48 | |||||||
Forfeited | (2,607 | ) | $ | 6.25 | $ | — | |||||||
Options outstanding at December 28, 2014 | 585,466 | $ | 6.52 | $ | 3,204 | ||||||||
Options exercisable at December 28, 2014 | 297,366 | $ | 6.71 | $ | 1,569 | ||||||||
Valuation assumptions for warrants | The following assumptions were used to estimate the fair value of warrants for the years ended: | ||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average fair value of options | $ | 3.05 | $ | — | |||||||||
Weighted-average risk-free interest rate | 0.1 | % | — | % | |||||||||
Dividend yield | 0.2 | % | — | % | |||||||||
Weighted-average volatility factor | 49 | % | — | % | |||||||||
Weighted-average expected life | 2.9 | yrs | 0 | yrs | |||||||||
Warrant activity | A summary of warrant activity is presented as follows: | ||||||||||||
Number of | Weighted Average Exercise Price Per Share | Total Intrinsic Value of Options | |||||||||||
Shares | (in thousands) | ||||||||||||
Warrants outstanding at December 29, 2013 | 224,205 | $ | 7.08 | $ | — | ||||||||
Granted | 121,375 | $ | 9.8 | $ | — | ||||||||
Exercised | (18,458 | ) | $ | 4.51 | $ | 138 | |||||||
Expired | (300 | ) | $ | 4.51 | $ | — | |||||||
Warrants outstanding at December 28, 2014 | 326,822 | $ | 8.24 | $ | 1,226 | ||||||||
Warrants exercisable at December 28, 2014 | 205,447 | $ | 7.32 | $ | 960 | ||||||||
OPERATING_LEASES_Tables
OPERATING LEASES (Tables) | 12 Months Ended | |||
Dec. 28, 2014 | ||||
Leases, Operating [Abstract] | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 28, 2014: | |||
Fiscal year ending: | ||||
2015 | $ | 694,281 | ||
2016 | 502,913 | |||
2017 | 250,504 | |||
2018 | 3,400 | |||
Thereafter | — | |||
$ | 1,451,098 | |||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Schedule of Segment Reporting Information, by Segment | |||||||||
2014 | 2013 | ||||||||
Revenue: | |||||||||
Light Industrial | $ | 81,883,012 | $ | 71,579,162 | |||||
Multifamily | 34,348,562 | 23,790,494 | |||||||
IT Staffing | 56,578,977 | 56,308,706 | |||||||
Total | $ | 172,810,551 | $ | 151,678,362 | |||||
Income tax expense (benefit): | |||||||||
Light Industrial | $ | 1,352,972 | $ | (7,490,950 | ) | ||||
Multifamily | 34,667 | 37,232 | |||||||
IT Staffing | — | 12,103 | |||||||
Corporate | (14,077 | ) | (21,345 | ) | |||||
Total | $ | 1,373,562 | $ | (7,462,960 | ) | ||||
Net Income (Loss): | |||||||||
Light Industrial | $ | 2,898,991 | $ | 11,245,768 | |||||
Multifamily | 4,034,240 | 2,875,298 | |||||||
IT Staffing | 2,069,508 | 1,984,803 | |||||||
Corporate | (6,746,234 | ) | (3,750,345 | ) | |||||
Interest expense, net | (2,685,369 | ) | (4,057,255 | ) | |||||
Total | $ | (428,864 | ) | $ | 8,298,269 | ||||
Total Assets: | |||||||||
Light Industrial | $ | 19,810,747 | $ | 21,187,881 | |||||
Multifamily | 6,072,296 | 5,806,948 | |||||||
IT Staffing | 18,810,198 | 23,644,464 | |||||||
Corporate | 9,079,327 | 7,983,208 | |||||||
Total | $ | 53,772,568 | $ | 58,622,501 | |||||
Depreciation: | |||||||||
Light Industrial | $ | 75,199 | $ | 60,621 | |||||
Multifamily | 25,039 | 31,378 | |||||||
IT Staffing | 24,224 | 10,683 | |||||||
Corporate | 57,347 | 19,488 | |||||||
Total | $ | 181,809 | $ | 122,170 | |||||
Amortization: | |||||||||
Light Industrial | $ | 965,438 | $ | 735,212 | |||||
Multifamily | 99,550 | 108,717 | |||||||
IT Staffing | 3,343,468 | 3,872,349 | |||||||
Corporate | 51,283 | 56,006 | |||||||
Total | $ | 4,459,739 | $ | 4,772,284 | |||||
Capital Expenditures: | |||||||||
Light Industrial | $ | 78,309 | $ | 9,121 | |||||
Multifamily | 28,270 | 24,563 | |||||||
IT Staffing | 86,927 | 54,421 | |||||||
Corporate | 134,428 | 133,522 | |||||||
Total | $ | 327,934 | $ | 221,627 | |||||
PRO_FORMA_EARNINGS_PER_SHARE_T
PRO FORMA EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Pro Forma Earnings Loss Per Share [Abstract] | |||||
Schedule of Earnings Per Share, Basic and Diluted | |||||
Income before taxes | $ | 835,309 | |||
Pro forma income tax expense | 536,009 | ||||
Pro forma net income | $ | 299,300 | |||
Shares: | |||||
Basic weighted average shares | 5,424,620 | ||||
Dilutive effect of potential common shares | 221,769 | ||||
Diluted weighted average shares | 5,646,389 | ||||
Pro forma basic earnings per share | $ | 0.06 | |||
Pro forma diluted earnings per share | $ | 0.05 | |||
QUARTERLY_FINANCIAL_DATA_UNAUD1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Quarterly Financial Data | ||||||||||||||||||||
2014 | ||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Revenues | $ | 39,037,655 | $ | 42,829,920 | $ | 48,007,610 | $ | 42,935,366 | $ | 172,810,551 | ||||||||||
Gross Profit | $ | 7,711,630 | $ | 8,465,235 | $ | 9,985,740 | $ | 8,364,613 | $ | 34,527,218 | ||||||||||
Loss on extinguishment of related party debt | $ | (986,835 | ) | $ | — | $ | — | $ | — | $ | (986,835 | ) | ||||||||
Change in fair value of put option | $ | 12,922 | $ | (239,163 | ) | $ | (954,605 | ) | $ | (3,562 | ) | $ | (1,184,408 | ) | ||||||
Income (loss) before income taxes | $ | (1,913,681 | ) | $ | 746,147 | $ | 1,120,797 | $ | 991,435 | $ | 944,698 | |||||||||
Net (loss) income | $ | (1,530,100 | ) | $ | 246,537 | $ | 365,162 | $ | 489,537 | $ | (428,864 | ) | ||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | (0.27 | ) | $ | 0.04 | $ | 0.07 | $ | 0.08 | $ | (0.08 | ) | ||||||||
Diluted | $ | (0.27 | ) | $ | 0.04 | $ | 0.06 | $ | 0.08 | $ | (0.08 | ) | ||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||
Basic | 5,598,847 | 5,599,331 | 5,608,301 | 5,787,941 | 5,648,605 | |||||||||||||||
Dilutive effect | — | 76,400 | 144,013 | 309,768 | — | |||||||||||||||
Diluted | 5,598,847 | 5,675,731 | 5,752,314 | 6,097,709 | 5,648,605 | |||||||||||||||
2013 | ||||||||||||||||||||
First | Second | Third | Fourth | Fiscal | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Revenues | $ | 24,780,587 | $ | 35,235,715 | $ | 47,865,934 | $ | 43,796,126 | $ | 151,678,362 | ||||||||||
Gross Profit | $ | 4,868,302 | $ | 6,649,652 | $ | 9,110,019 | $ | 8,434,646 | $ | 29,062,619 | ||||||||||
Loss on extinguishment of related party debt | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Change in fair value of put option | $ | — | $ | — | $ | — | $ | (235,612 | ) | $ | (235,612 | ) | ||||||||
Income (loss) before income taxes | $ | (559,047 | ) | $ | 243,647 | $ | 1,441,034 | $ | (290,325 | ) | $ | 835,309 | ||||||||
Net (loss) income | $ | (566,638 | ) | $ | 245,429 | $ | 1,417,893 | $ | 7,201,585 | $ | 8,298,269 | |||||||||
Net income per share: | ||||||||||||||||||||
Basic | $ | — | $ | — | $ | — | $ | 1.32 | $ | 1.53 | ||||||||||
Diluted | $ | — | $ | — | $ | — | $ | 1.26 | $ | 1.47 | ||||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||
Basic | — | — | — | 5,439,554 | 5,424,620 | |||||||||||||||
Dilutive effect | — | — | — | 281,007 | 221,769 | |||||||||||||||
Diluted | — | — | — | 5,720,561 | 5,646,389 | |||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 28, 2014 | |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer systems | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 28, 2014 | |
Customer lists | |
Summary Of Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Trade names | |
Summary Of Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Covenant not to compete | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Covenant not to compete | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Segment | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fiscal period, length | 364 days | 364 days | |||||||||
Amortization of deferred financing costs | $173,303 | $240,421 | |||||||||
Deferred financing charges, net | 496,608 | 362,960 | 496,608 | 362,960 | |||||||
Goodwill, impairment loss | 0 | 0 | |||||||||
Goodwill | 6,404,367 | 5,853,616 | 6,404,367 | 5,853,616 | 4,859,663 | ||||||
Number of reportable segments | 3 | ||||||||||
Valuation allowances, balance | 0 | 0 | |||||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | |||||||
Common stock, capital shares reserved for future issuance | 900,000 | 900,000 | |||||||||
Put option liability | 2,497,014 | 1,312,606 | 2,497,014 | 1,312,606 | |||||||
Put option adjustment | 3,562 | 954,605 | 239,163 | -12,922 | 235,612 | 0 | 0 | 0 | 1,184,408 | 235,612 | |
Antidilutive securities excluded from computation of earnings per share, amount | 359,512 | 63,000 | |||||||||
Options Held | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Put option liability | 2,497,014 | 1,312,606 | 2,497,014 | 1,312,606 | |||||||
IT Staffing | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Indefinite-lived trade names | 2,537,566 | 2,537,566 | |||||||||
Increase (decrease) in amortization expense | 529,333 | ||||||||||
Increase (decrease) in earnings per share, basic and diluted | $0.09 | ||||||||||
Light Industrial | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Goodwill | 5,024,821 | 5,024,821 | |||||||||
Multifamily | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Goodwill | 1,073,755 | 1,073,755 | |||||||||
Information Technology Staffing | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Goodwill | $305,791 | $305,791 | |||||||||
Minimum | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fiscal period, length | 364 days | ||||||||||
Maximum | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Fiscal period, length | 371 days |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 0 Months Ended | |||
28-May-13 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Business Acquisition [Line Items] | ||||
Goodwill | $6,404,367 | $5,853,616 | $4,859,663 | |
InStaff Holding Corporation | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 4,437,896 | |||
Property and equipment | 136,993 | |||
Prepaid expenses and other current assets | 133,823 | |||
Deposits and other assets | 909,756 | |||
Intangible assets | 4,729,000 | 4,729,000 | ||
Goodwill | 1,575,916 | |||
Liabilities assumed | -1,686,856 | |||
Total net assets acquired | 10,236,528 | |||
Cash | 9,436,528 | |||
Fair value of contingent consideration | 800,000 | |||
Total fair value of consideration transferred for acquired business | 10,236,528 | |||
Business Combination, Consideration Transferred | $10,236,528 |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (InStaff Holding Corporation, USD $) | 12 Months Ended | |
Dec. 28, 2014 | 28-May-13 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $4,729,000 | $4,729,000 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | 483,000 | |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | 1,648,000 | |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | $2,598,000 | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (InStaff Holding Corporation, USD $) | 12 Months Ended |
Dec. 29, 2013 | |
InStaff Holding Corporation | |
Business Acquisition [Line Items] | |
Revenue | $172,602 |
Net income | $8,317 |
Net income (loss) per share: | |
Basic (in dollar per share) | $1.53 |
Diluted (in dollar per share) | $1.47 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Nov. 29, 2013 | 28-May-13 | |
Business Acquisition [Line Items] | ||||||||||||
Revenues | $42,935,366 | $48,007,610 | $42,829,920 | $39,037,655 | $43,796,126 | $47,865,934 | $35,235,715 | $24,780,587 | $172,810,551 | $151,678,362 | ||
InStaff Holding Corporation | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | 28-May-13 | |||||||||||
Payments to acquire businesses, gross | 9,000,000 | |||||||||||
Business combination of contingent consideration | 1,000,000 | |||||||||||
Period of contingent performance | 2 years | |||||||||||
Fair value of contingent consideration | 800,000 | |||||||||||
Period for true-up of acquired working capital | 120 days | |||||||||||
Adjustment to business acquisitions | 436,528 | |||||||||||
Business combination, acquisition related costs | 420,000 | |||||||||||
Revenues | $55,400,000 |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT2
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | $439,886 | $214,012 |
Provision for doubtful accounts | 444,872 | 480,195 |
Accounts written off | -136,571 | -254,321 |
Ending balance | $748,187 | $439,886 |
PROPERTY_AND_EQUIPMENT_NET_Det
PROPERTY AND EQUIPMENT, NET (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $1,231,928 | $986,771 |
Accumulated depreciation | -564,331 | -463,411 |
Property, Plant and Equipment, Net, Total | 667,597 | 523,360 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 125,048 | 72,165 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 476,963 | 440,284 |
Computer systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 550,482 | 315,335 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $79,435 | $158,987 |
PROPERTY_AND_EQUIPMENT_NET_Det1
PROPERTY AND EQUIPMENT, NET (Details Textual) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $181,809 | $122,170 |
INTANGIBILE_ASSETS_Details
INTANGIBILE ASSETS (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $26,859,810 | $30,829,810 |
Accumulated Amortization | 17,321,308 | 14,294,003 |
Net Carrying Value | 9,538,502 | 16,535,807 |
Intangible Assets Net Excluding Goodwill Gross | 32,477,810 | 32,477,810 |
Intangible Assets Accumulated Amortization | 18,753,742 | 14,294,003 |
Intangible Assets, Net (Excluding Goodwill), Total | 13,724,068 | 18,183,807 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Lived Intangible Assets Excluding Goodwill Gross | 5,618,000 | 1,648,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | 1,432,434 | 0 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 4,185,566 | 1,648,000 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 25,786,810 | 25,786,810 |
Accumulated Amortization | 16,842,524 | 12,862,053 |
Net Carrying Value | 8,944,286 | 12,924,757 |
Covenant not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 1,073,000 | 1,073,000 |
Accumulated Amortization | 478,784 | 264,183 |
Net Carrying Value | 594,216 | 808,817 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 3,970,000 | |
Accumulated Amortization | 1,167,767 | |
Net Carrying Value | $2,802,233 |
INTANGIBILE_ASSETS_Details_1
INTANGIBILE ASSETS (Details 1) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Fiscal Year Ending: | ||
2015 | $3,926,816 | |
2016 | 3,497,031 | |
2017 | 2,004,404 | |
2018 | 110,251 | |
Thereafter | 0 | |
Net Carrying Value | $9,538,502 | $16,535,807 |
INTANGIBILE_ASSETS_Detail_Text
INTANGIBILE ASSETS (Detail Textual) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $4,459,739 | $4,772,284 |
IT Staffing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived trade names | 2,537,566 | |
Increase (decrease) in amortization expense | $529,333 | |
Increase (decrease) in earnings per share, basic and diluted | $0.09 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Goodwill [Roll Forward] | ||
Beginning goodwill | $5,853,616 | $4,859,663 |
Goodwill from acquisitions | 0 | 1,025,165 |
Increase (decrease) to business acquisitions | 550,751 | -31,212 |
Ending goodwill | $6,404,367 | $5,853,616 |
ACCRUED_EXPENSES_AND_OTHER_LON2
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Accrued Liabilities, Current [Abstract] | ||
Subcontractor payable | $3,014,315 | $2,367,131 |
Accrued bonuses and commissions | 503,024 | 696,207 |
Payroll taxes | 1,312,975 | 2,947,134 |
Others | 1,215,323 | 1,112,403 |
Accrued Liabilities, Current | $6,045,637 | $7,122,875 |
ACCRUED_EXPENSES_AND_OTHER_LON3
ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Details 1) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Accrued Liabilities, Current [Abstract] | ||
Earn out payable | $424,581 | $2,341,857 |
Put option liability | 2,497,014 | 1,312,606 |
Other Liabilities, Noncurrent | 2,921,595 | 3,654,463 |
Expected future earnout payments | $1,903,945 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Income Tax Disclosure [Abstract] | ||
Current Federal income taxes | ($1,401,505) | ($61,192) |
Current state income taxes | -101,505 | -94,261 |
Deferred income taxes | 129,448 | 7,618,413 |
Total income tax expense (benefit) | ($1,373,562) | $7,462,960 |
INCOME_TAXESDetails_1
INCOME TAXES(Details 1) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Current deferred tax assets (liabilities) | ||
Accrued payroll | $0 | ($17,549) |
Prepaid expenses | -222,029 | 0 |
Allowance for doubtful accounts | 255,436 | 144,583 |
Workersb compensation | 301,422 | 182,773 |
Net current deferred tax asset | 334,829 | 309,807 |
Non-current deferred tax assets (liabilities) | ||
Fixed assets | -48,773 | -67,129 |
Goodwill and intangible assets | 6,827,718 | 6,353,840 |
Accrued interest b related party | -23,549 | 17,556 |
Contingent consideration | 342,734 | 950,897 |
Stock-based compensation | 261,460 | 0 |
Net noncurrent deferred tax asset | 7,359,590 | 7,255,164 |
Total deferred tax asset | $7,694,419 | $7,564,971 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Income Tax Disclosure [Abstract] | ||
Tax expense at Federal statutory rate of 34% | $321,197 | $284,005 |
State income taxes, net of federal benefit | 133,516 | 67,076 |
Meals and entertainment, and other | 84,411 | 136,293 |
Extinguishment of debt | 191,314 | 0 |
Equity related items | 531,587 | 0 |
Partnership income not taxed | 0 | -468,199 |
Conversion from nontaxable partnership to corporation | 0 | -7,476,869 |
Change in initial deferred assets | 110,169 | 0 |
Other | 1,368 | -5,266 |
Income tax expense (benefit) | $1,373,562 | ($7,462,960) |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 34.00% | 34.00% |
DEBT_Details
DEBT (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 29, 2013 | Jan. 29, 2014 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Total | $17,187,500 | $19,384,765 | |
Less current portion | -2,250,000 | -2,378,333 | |
Long-term debt non-current portion | 14,937,500 | 17,006,432 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate Description | Borrowings under the Revolver are subject to a borrowing base, bear interest at the 30-day LIBOR plus a margin that ranges from 3.00% to 3.75% (3.0% at December 28, 2014) | ||
Line of Credit Facility, Collateral | and are secured by all assets of the Company. | ||
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate Description | Interest is paid on a monthly basis at an annual interest rate of LIBOR plus a margin of 3.75% to 4.5%, determined by certain thresholds | ||
Line of Credit Facility, Collateral | secured by all assets of the Company. | ||
Minimum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||
Maximum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||
Term Loan A | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | 9,187,500 | 4,756,666 | |
Term Loan A | Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | 3.75% | |
Term Loan A | Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | 4.50% | |
Senior Subordinated Loans | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | 0 | 14,628,099 | |
Subordinated Borrowing, Interest Rate | 14.00% | 14.00% | |
Subordinated Borrowing Interest Rate In Cash | 12.00% | 12.00% | |
Subordinated Borrowing Interest Rate In Kind | 2.00% | 2.00% | |
Term Loan B | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | $8,000,000 | $0 | $8,000,000 |
Subordinated Borrowing, Interest Rate | 11.00% | 11.00% | |
Line of Credit Facility, Commitment Fee Percentage | 1.50% | 1.50% |
DEBT_Details_1
DEBT (Details 1) (USD $) | Dec. 28, 2014 |
Debt Disclosure [Abstract] | |
2015 | $2,250,000 |
2016 | 3,281,250 |
2017 | 3,375,000 |
2018 | 13,181,250 |
Thereafter | 0 |
Long-term Debt, Total | $22,087,500 |
DEBT_Details_Textual
DEBT (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Mar. 30, 2014 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Apr. 28, 2014 | Jan. 29, 2014 | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | 17,187,500 | 19,384,765 | ||||
Extinguishment of Debt, Gain (Loss), Net of Tax | 1,000,000 | |||||
Subordinated Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Convertible Debt | 500,000 | |||||
Term Loan A | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 11,300,000 | |||||
Line of Credit Facility, Current Borrowing Capacity | 7,100,000 | |||||
Long-term Debt | 9,187,500 | 4,756,666 | ||||
Term Loan A | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | 3.75% | ||||
Term Loan A | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | 4.50% | ||||
Senior Subordinated Loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 0 | 14,628,099 | ||||
Term Loan B | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 8,000,000 | 0 | 8,000,000 | |||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 20,000,000 | |||||
Line of Credit Facility, Amount Outstanding | 4,900,000 | 13,000,000 | ||||
Line Of Credit Facility Borrowing Capacity Percentage | 80.00% | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 2,300,000 | |||||
Line of Credit Facility, Expiration Date | 29-Jan-18 | |||||
Revolving Credit Facility | First Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility Borrowing Capacity Percentage | 85.00% | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $3,700,000 | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Interest Rate at Period End | 3.00% | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% |
EQUITY_Details_Textual
EQUITY (Details Textual) (USD $) | 2 Months Ended | 12 Months Ended | 0 Months Ended | ||
Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 19, 2013 | Dec. 19, 2014 | |
Equity [Line Items] | |||||
Common stock, shares authorized | 19,500,000 | 19,500,000 | 19,500,000 | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | ||
Preferred Stock, Par Value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||
Common Stock, Shares Issued | 5,598,847 | 6,598,145 | 5,598,847 | ||
Net proceeds from issuance of common stock | $8,492,742 | $200 | |||
Issuance of shares, net of offering costs | -557,326 | 8,368,744 | |||
Dividends payable, amount per share | $0.15 | ||||
Common stock, shares outstanding | 5,598,847 | 6,598,145 | 5,598,847 | ||
American Partners, Inc. | |||||
Equity [Line Items] | |||||
Business acquisition, percentage of voting Interests acquired | 100.00% | ||||
Subordinated Debt | |||||
Equity [Line Items] | |||||
Debt conversion, converted instrument, shares issued | 179,205 | ||||
Subordinated debt conversion converted instrument amount | 200 | ||||
Taglich Brothers, Inc. | |||||
Equity [Line Items] | |||||
Class of warrant or right, outstanding | 96,375 | ||||
Class of warrant or right, exercise price of warrants or rights | 9.75 | ||||
Common Stock | |||||
Equity [Line Items] | |||||
Issuance of shares, net of offering costs | 54,196 | 9,639 | |||
Private Placement | |||||
Equity [Line Items] | |||||
Common stock, par value (in dollars per share) | $0.01 | ||||
Common Stock, Shares Issued | 963,750 | ||||
Net proceeds from issuance of common stock | 9,396,562 | ||||
Payments for commissions | $751,725 | ||||
Private Placement | Common Stock | |||||
Equity [Line Items] | |||||
Shares issued, price per share | $9.75 | ||||
Sale of stock, percentage of investors ownership after transaction | 17.20% |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION- Stock Issued (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
Aug. 31, 2014 | Feb. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Jun. 24, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 30,000 | 566,363 | 596,363 | ||
Options granted, weighted average exercise price | $6.51 | ||||
Compensation cost related to stock awards | $65,120 | $0 | |||
Long Term Incentive Plan 2013 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 8,800 | ||||
Options granted, weighted average exercise price | $7.40 | ||||
Restriction period for holding restricted stock | 1 year |
STOCKBASED_COMPENSATION_Stock_1
STOCK-BASED COMPENSATION- Stock Options (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2014 | Feb. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of stock option | $7.10 | |||
Award vesting period | 4 years | |||
Compensation cost related to stock awards | $65,120 | $0 | ||
Unamortized stock compensation expense | 677,086 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding at December 29, 2013 | 0 | |||
Granted | 30,000 | 566,363 | 596,363 | |
Exercised | -8,290 | |||
Forfeited | -2,607 | |||
Options outstanding at December 28, 2014 | 585,466 | 0 | ||
Options exercisable at December 28, 2014 | 297,366 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Options outstanding at December 29, 2013 | $0 | |||
Granted | $6.51 | |||
Exercised | $6.25 | |||
Forfeited | $6.25 | |||
Options outstanding at December 28, 2014 | $6.52 | $0 | ||
Options exercisable at December 28, 2014 | $6.71 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | ||||
Options outstanding at December 29, 2013 | 0 | |||
Granted | 0 | |||
Exercised | 48,000 | |||
Forfeited | 0 | |||
Options outstanding at December 28, 2014 | 3,204,000 | 0 | ||
Options exercisable at December 28, 2014 | 1,569,000 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $1,017,675 | $0 | ||
Unamortized stock compensation expense, recognition period | 3 years 0 months 26 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted-average fair value of options | $2.84 | $0 | ||
Weighted-average risk-free interest rate | 1.00% | 0.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Weighted-average volatility factor | 49.00% | 0.00% | ||
Weighted-average expected life | 5 years 7 months 6 days | 0 years | ||
Vested Immediately | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Granted | 234,363 | |||
Vesting Over Four Years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Granted | 332,000 | |||
$6.25 Exercise Price | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of stock option | 6.25 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Granted | 545,321 | |||
$12.50 Exercise Price | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of stock option | 12.5 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Granted | 21,042 |
STOCKBASED_COMPENSATION_Stock_2
STOCK-BASED COMPENSATION- Stock Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost related to stock awards | $65,120 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Warrants outstanding at December 29, 2013 | 224,205 | |
Granted | 121,375 | |
Exercised | -18,458 | |
Expired | -300 | |
Warrants outstanding at December 28, 2014 | 326,822 | 224,205 |
Warrants exercisable at December 28, 2014 | 205,447 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Abstract] [Abstract] | ||
Warrants outstanding at December 29, 2013 | $7.08 | |
Granted | $9.80 | |
Exercised | $4.51 | |
Expired | $4.51 | |
Warrants outstanding at December 28, 2014 | $8.24 | $7.08 |
Warrants exercisable at December 28, 2014 | $7.32 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Additional Disclosures [Abstract] | ||
Warrants outstanding at December 29, 2013 | 0 | |
Granted | 0 | |
Exercised | 138,000 | |
Expired | 0 | |
Warrants outstanding at December 28, 2014 | 1,226,000 | 0 |
Warrants exercisable at December 28, 2014 | 960,000 | |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost related to stock awards | 110,413 | 0 |
Unamortized stock compensation expense, recognition period | $6,523 | |
Unamortized stock compensation expense, recognition period | 0 years 5 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted-average fair value of options | $3.05 | $0 |
Weighted-average risk-free interest rate | 0.10% | 0.00% |
Dividend yield | 20.00% | 0.00% |
Weighted-average volatility factor | 49.00% | 0.00% |
Weighted-average expected life | 2 years 11 months 11 days | 0 years |
OPERATING_LEASES_Details_Textu
OPERATING LEASES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Leases, Operating [Abstract] | ||
Operating leases, rent expense, net | $905,333 | $648,133 |
OPERATING_LEASES_Details
OPERATING LEASES (Details) (USD $) | Dec. 28, 2014 |
Leases, Operating [Abstract] | |
2015 | $694,281 |
2016 | 502,913 |
2017 | 250,504 |
2018 | 3,400 |
Operating Leases, Future Minimum Payments Due | $1,451,098 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | |
Investor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of investors | 2 | |||||||||
Long-term debt-related party | $0 | $14,628,099 | $0 | $14,628,099 | ||||||
Gains (losses) on extinguishment of debt | 0 | 0 | 0 | 986,835 | 0 | 0 | 0 | 0 | 986,835 | 0 |
Cash paid for interest | 2,337,925 | 1,925,399 | ||||||||
Accrued interest-related party | 0 | 550,655 | 0 | 550,655 | ||||||
Management fee expense | 0 | 175,000 | ||||||||
Investor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash paid for interest | $0 | $1,211,035 |
EMPLOYEE_BENEFIT_PLAN_Details_
EMPLOYEE BENEFIT PLAN (Details Textual) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $200,562 | $143,437 |
First 3% Employee Compensation | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Next 2% Employee Compensation | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2.00% |
BUSINESS_SEGMENTS_Details
BUSINESS SEGMENTS (Details) (USD $) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Dec. 29, 2013 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Nov. 04, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | |
Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Number of reportable segments | 3 | |||||||||||
Revenues | $42,935,366 | $48,007,610 | $42,829,920 | $39,037,655 | $43,796,126 | $47,865,934 | $35,235,715 | $24,780,587 | $172,810,551 | $151,678,362 | ||
Income tax expense (benefit) | 1,373,562 | -7,462,960 | ||||||||||
Net (loss) income | 6,981,458 | 489,537 | 365,162 | 246,537 | -1,530,100 | 7,201,585 | 1,417,893 | 245,429 | -566,638 | 1,316,811 | -428,864 | 8,298,269 |
Interest Expense, net | -2,685,369 | -4,057,255 | ||||||||||
Total Assets | 58,622,501 | 53,772,568 | 58,622,501 | 53,772,568 | 58,622,501 | |||||||
Depreciation | 181,809 | 122,170 | ||||||||||
Amortization | 4,459,739 | 4,772,284 | ||||||||||
Capital expenditures | -327,934 | -221,627 | ||||||||||
Light Industrial | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 81,883,012 | 71,579,162 | ||||||||||
Income tax expense (benefit) | 1,352,972 | -7,490,950 | ||||||||||
Net (loss) income | 2,898,991 | 11,245,768 | ||||||||||
Total Assets | 21,187,881 | 19,810,747 | 21,187,881 | 19,810,747 | 21,187,881 | |||||||
Depreciation | 75,199 | 60,621 | ||||||||||
Amortization | 965,438 | 735,212 | ||||||||||
Capital expenditures | -78,309 | -9,121 | ||||||||||
Multifamily | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 34,348,562 | 23,790,494 | ||||||||||
Income tax expense (benefit) | 34,667 | 37,232 | ||||||||||
Net (loss) income | 4,034,240 | 2,875,298 | ||||||||||
Total Assets | 5,806,948 | 6,072,296 | 5,806,948 | 6,072,296 | 5,806,948 | |||||||
Depreciation | 25,039 | 31,378 | ||||||||||
Amortization | 99,550 | 108,717 | ||||||||||
Capital expenditures | -28,270 | -24,563 | ||||||||||
IT Staffing | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 56,578,977 | 56,308,706 | ||||||||||
Income tax expense (benefit) | 0 | 12,103 | ||||||||||
Net (loss) income | 2,069,508 | 1,984,803 | ||||||||||
Total Assets | 23,644,464 | 18,810,198 | 23,644,464 | 18,810,198 | 23,644,464 | |||||||
Depreciation | 24,224 | 10,683 | ||||||||||
Amortization | 3,343,468 | 3,872,349 | ||||||||||
Capital expenditures | -86,927 | -54,421 | ||||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Income tax expense (benefit) | -14,077 | -21,345 | ||||||||||
Net (loss) income | -6,746,234 | -3,750,345 | ||||||||||
Total Assets | 7,983,208 | 9,079,327 | 7,983,208 | 9,079,327 | 7,983,208 | |||||||
Depreciation | 57,347 | 19,488 | ||||||||||
Amortization | 51,283 | 56,006 | ||||||||||
Capital expenditures | ($134,428) | ($133,522) |
PRO_FORMA_EARNINGS_LOSS_PER_SH
PRO FORMA EARNINGS (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | |
Pro Forma Earnings Loss Per Share [Abstract] | ||||||||||
Income before taxes | $991,435 | $1,120,797 | $746,147 | ($1,913,681) | ($290,325) | $1,441,034 | $243,647 | ($559,047) | $944,698 | $835,309 |
Pro forma income tax expense | 0 | 536,009 | ||||||||
Pro forma income | $0 | $299,300 | ||||||||
Shares: | ||||||||||
Basic weighted average shares (in shares) | 5,424,620 | |||||||||
Dilutive effect of potential common shares (in shares) | 221,769 | |||||||||
Diluted weighted average shares (in shares) | 5,646,389 | |||||||||
Pro forma basic earnings (loss) per share (in dollar per share) | $0 | $0.06 | ||||||||
Pro forma diluted earnings (loss) per share (in dollar per share) | $0 | $0.05 |
PRO_FORMA_EARNINGS_LOSS_PER_SH1
PRO FORMA EARNINGS (LOSS) PER SHARE (Details Textual) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Pro Forma Earnings Loss Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 359,512 | 63,000 |
PRO_FORMA_C_CORPORATION_DATA_D
PRO FORMA C CORPORATION DATA (Details Textual) (USD $) | Dec. 29, 2013 |
Business Acquisition, Pro Forma Information [Abstract] | |
Pro forma deferred tax assets, net current | $431,032 |
Pro forma deferred tax assets, net noncurrent | $7,045,837 |
QUARTERLY_FINANCIAL_DATA_UNAUD2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Dec. 29, 2013 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Nov. 04, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenues | $42,935,366 | $48,007,610 | $42,829,920 | $39,037,655 | $43,796,126 | $47,865,934 | $35,235,715 | $24,780,587 | $172,810,551 | $151,678,362 | ||
Gross Profit | 8,364,613 | 9,985,740 | 8,465,235 | 7,711,630 | 8,434,646 | 9,110,019 | 6,649,652 | 4,868,302 | 34,527,218 | 29,062,619 | ||
Loss on extinguishment of debt | 0 | 0 | 0 | -986,835 | 0 | 0 | 0 | 0 | -986,835 | 0 | ||
Change in fair value of put option | -3,562 | -954,605 | -239,163 | 12,922 | -235,612 | 0 | 0 | 0 | -1,184,408 | -235,612 | ||
Income (loss) before income taxes | 991,435 | 1,120,797 | 746,147 | -1,913,681 | -290,325 | 1,441,034 | 243,647 | -559,047 | 944,698 | 835,309 | ||
Net (loss) income | $6,981,458 | $489,537 | $365,162 | $246,537 | ($1,530,100) | $7,201,585 | $1,417,893 | $245,429 | ($566,638) | $1,316,811 | ($428,864) | $8,298,269 |
Net income per share: | ||||||||||||
Basic (in dollars per share) | $0.08 | $0.07 | $0.04 | ($0.27) | $1.32 | $0 | $0 | $0 | ($0.08) | $1.53 | ||
Diluted (in dollars per share) | $0.08 | $0.06 | $0.04 | ($0.27) | $1.26 | $0 | $0 | $0 | ($0.08) | $1.47 | ||
Weighted-average shares outstanding: | ||||||||||||
Basic (in shares) | 5,787,941 | 5,608,301 | 5,599,331 | 5,598,847 | 5,439,554 | 0 | 0 | 0 | 5,648,605 | 5,424,620 | ||
Diluted effect (shares) | 309,768 | 144,013 | 76,400 | 0 | 281,007 | 0 | 0 | 0 | 0 | 221,769 | ||
Diluted (in shares) | 6,097,709 | 5,752,314 | 5,675,731 | 5,598,847 | 5,720,561 | 0 | 0 | 0 | 5,648,605 | 5,646,389 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | |||
Apr. 28, 2014 | Feb. 23, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Contingent consideration | $840,536 | $1,946,848 | ||
Revolving Credit Facility | ||||
Line Of credit facility borrowing capacity percentage | 80.00% | |||
Revolving Credit Facility | First Amendment | ||||
Line Of credit facility borrowing capacity percentage | 85.00% | |||
Subsequent Event | Revolving Credit Facility | ||||
Line Of credit facility borrowing capacity percentage | 80.00% | |||
Subsequent Event | Revolving Credit Facility | First Amendment | ||||
Line Of credit facility borrowing capacity percentage | 85.00% | |||
Subsequent Event | D&W Talent, LLC | ||||
Payments to acquire businesses, gross | 8,500,000 | |||
Contingent consideration | 3,500,000 | |||
Business combination, contingent consideration, term | 3 years |