Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 25, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BG Staffing, Inc. | |
Entity Central Index Key | 1,474,903 | |
Current Fiscal Year End Date | --12-27 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | BGSF | |
Entity Common Stock, Shares Outstanding | 8,668,485 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 25, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Current assets | ||
Accounts receivable (net of allowance for doubtful accounts of $449,823 and $446,548 at 2016 and 2015, respectively) | $ 35,476,843 | $ 32,324,284 |
Prepaid expenses | 575,842 | 861,146 |
Other current assets | 103,623 | 134,170 |
Total current assets | 36,156,308 | 33,319,600 |
Property and equipment, net | 1,720,923 | 1,489,061 |
Other assets | ||
Deposits | 2,555,334 | 2,233,410 |
Deferred income taxes, net | 9,513,494 | 8,411,792 |
Intangible assets, net | 24,935,413 | 29,761,035 |
Goodwill | 9,184,659 | 9,184,659 |
Total other assets | 46,188,900 | 49,590,896 |
Total assets | 84,066,131 | 84,399,557 |
Current liabilities | ||
Accrued interest | 105,277 | 627,638 |
Accounts payable | 1,247,823 | 1,572,195 |
Accrued expenses | 12,619,372 | 11,554,868 |
Accrued workers’ compensation | 732,777 | 788,878 |
Contingent consideration, current portion | 4,112,194 | 6,856,121 |
Other current liabilities | 489,195 | 1,459,838 |
Income taxes payable | 298,250 | 444,165 |
Total current liabilities | 19,604,888 | 23,303,703 |
Line of credit (net of deferred finance fees of $288,818 and $175,524 for 2016 and 2015, respectively) | 18,969,794 | 16,041,476 |
Long-term debt (net of deferred finance fees of $-0- and $443,800 for 2016 and 2015, respectively) | 0 | 14,607,450 |
Contingent consideration, less current portion | 4,914,578 | 4,191,160 |
Other long-term liabilities | 286,245 | 327,344 |
Total liabilities | 43,775,505 | 58,471,133 |
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, 8,668,485 and 7,387,955 shares issued and outstanding for 2016 and 2015, respectively | 86,685 | 73,880 |
Additional paid in capital | 36,081,672 | 20,446,948 |
Retained earnings | 4,122,269 | 5,407,596 |
Total stockholders’ equity | 40,290,626 | 25,928,424 |
Total liabilities and stockholders’ equity | $ 84,066,131 | $ 84,399,557 |
UNAUDITED CONSOLIDATED BALANCE3
UNAUDITED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 449,823 | $ 446,548 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 |
Common stock, shares issued (in shares) | 8,668,485 | 7,387,955 |
Common stock, shares outstanding (in shares) | 8,668,485 | 7,387,955 |
Deferred finance costs, line of credit arrangements, net | $ 288,818 | $ 175,524 |
Deferred finance costs, noncurrent, net | $ 0 | $ 443,800 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 67,407,350 | $ 60,170,823 | $ 189,573,350 | $ 150,836,360 |
Cost of services | 50,975,462 | 46,315,310 | 144,610,307 | 117,773,906 |
Gross profit | 16,431,888 | 13,855,513 | 44,963,043 | 33,062,454 |
Selling, general and administrative expenses | 10,291,746 | 7,703,447 | 28,668,466 | 20,929,397 |
Depreciation and amortization | 1,673,546 | 1,294,137 | 5,181,456 | 3,734,414 |
Operating income | 4,466,596 | 4,857,929 | 11,113,121 | 8,398,643 |
Loss on extinguishment of debt, net | 0 | 438,507 | 404,119 | 438,507 |
Interest expense, net | (701,968) | (660,590) | (3,278,182) | (1,751,083) |
Change in fair value of put option | 0 | (102,821) | 0 | 66,560 |
Income (loss) before income taxes | 3,764,628 | 3,656,011 | 7,430,820 | 6,275,613 |
Income tax expense | 1,416,773 | 1,441,333 | 2,852,346 | 2,434,692 |
Net income (loss) | $ 2,347,855 | $ 2,214,678 | $ 4,578,474 | $ 3,840,921 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.27 | $ 0.30 | $ 0.58 | $ 0.55 |
Diluted (in dollars per share) | $ 0.26 | $ 0.29 | $ 0.56 | $ 0.53 |
Weighted-average shares outstanding: | ||||
Basic (shares) | 8,658,061 | 7,359,632 | 7,920,000 | 6,978,309 |
Diluted (shares) | 9,028,398 | 7,573,530 | 8,219,876 | 7,181,518 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 25, 2016 - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid in Capital | Retained Earnings |
Stockholders’ equity, December 27, 2015 at Dec. 27, 2015 | $ 25,928,424 | $ 0 | $ 73,880 | $ 20,446,948 | $ 5,407,596 |
Stockholders’ equity, December 27, 2015 (in shares) at Dec. 27, 2015 | 7,387,955 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 252,972 | 252,972 | |||
Common stock, value, issued | 15,108,756 | $ 11,912 | 15,096,844 | ||
Common stock, shares issued (in shares) | 1,191,246 | ||||
Exercise of common stock options and warrants | 285,801 | $ 893 | 284,908 | ||
Exercise of common stock options and warrants (in shares) | 89,284 | ||||
Cash dividend declared ($0.25 per share) | $ (5,863,801) | (5,863,801) | |||
Common stock, dividends, per share, declared | $ 0.25 | ||||
Net income (loss) | $ 4,578,474 | 4,578,474 | |||
Stockholders’ equity, September 25, 2016 at Sep. 25, 2016 | $ 40,290,626 | $ 0 | $ 86,685 | $ 36,081,672 | $ 4,122,269 |
Stockholders’ equity, September 25, 2016 (in shares) at Sep. 25, 2016 | 8,668,485 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 25, 2016 | Sep. 27, 2015 | |
Cash flows from operating activities | ||
Net income | $ 4,578,474 | $ 3,840,921 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 355,833 | 232,486 |
Amortization | 4,825,623 | 3,501,928 |
Loss on disposal of property and equipment | 10,192 | 1,380 |
Loss on extinguishment of debt, net | 404,119 | 438,507 |
Contingent consideration adjustment | 24,642 | (8,688) |
Amortization of deferred financing fees | 80,049 | 129,141 |
Amortization of debt discounts | 32,355 | 32,355 |
Interest expense on earn out payable | 1,449,316 | 208,263 |
Put option adjustment | 0 | (66,560) |
Provision for doubtful accounts | 209,528 | 371,953 |
Stock-based compensation | 252,972 | 231,563 |
Deferred income taxes | (1,101,702) | 18,376 |
Net changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (3,362,087) | (5,706,619) |
Prepaid expenses | 285,304 | 251,541 |
Other current assets | 30,547 | (343,703) |
Deposits | (321,925) | (331,375) |
Accrued interest | (291,954) | 11,002 |
Accounts payable | (324,372) | 125,348 |
Accrued expenses | 1,024,696 | 2,560,233 |
Accrued workers’ compensation | (56,101) | (295,451) |
Other current liabilities | (945,382) | (176,998) |
Accrued taxes | (7,159) | 858,955 |
Other long-term liabilities | (41,398) | 10,188 |
Net cash provided by operating activities | 7,111,570 | 5,894,746 |
Cash flows from investing activities | ||
Business acquired, net of cash received | 0 | (8,781,091) |
Capital expenditures | (618,157) | (510,403) |
Proceeds from the sale of property and equipment | 7,587 | 1,259 |
Net cash used in investing activities | (610,570) | (9,290,235) |
Cash flows from financing activities | ||
Net borrowings under line of credit | 3,041,612 | 4,850,000 |
Proceeds from issuance of long-term debt | 0 | 15,000,000 |
Principal payments on long-term debt | (15,281,657) | (17,187,500) |
Payments of dividends | (5,863,801) | (4,645,751) |
Net proceeds from issuance of common stock | 15,254,406 | 7,025,382 |
Contingent consideration paid | (3,498,197) | (854,454) |
Deferred financing costs | (153,363) | (727,356) |
Net cash (used in) provided by financing activities | (6,501,000) | 3,460,321 |
Net change in cash and cash equivalents | 0 | 64,832 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 64,832 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,221,430 | 1,144,221 |
Cash paid for taxes, net of refunds | 3,961,226 | 1,947,636 |
Non-cash transactions: | ||
Retirement of put options | 0 | 1,466,326 |
Leasehold improvements funded by landlord incentives | $ 0 | $ 321,450 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 25, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NATURE OF OPERATIONS BG Staffing, Inc. is a provider of temporary staffing services that operates, along with its wholly owned subsidiaries BG Staffing, LLC, B G Staff Services Inc., BG Personnel, LP and BG Finance and Accounting, Inc. (“BGFA”) (collectively, the “Company”), primarily within the United States of America in three industry segments: Multifamily, Professional, and Commercial. The Multifamily segment provides front office and maintenance temporary workers to various apartment communities, in 18 states, via property management companies responsible for the apartment communities' day to day operations. The Professional segment provides skilled temporary workers on a nationwide basis for information technology ("IT") customer projects, and finance and accounting needs in Texas and Louisiana. The Commercial segment provides temporary workers primarily to logistics, distribution, and call center customers needing a flexible workforce in Illinois, Wisconsin, New Mexico, Texas, Tennessee and Mississippi. The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 27, 2015 , included in its Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 25, 2016 | |
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 Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 25, 2016 and December 27, 2015 , and include the thirteen and thirty-nine week periods ended September 25, 2016 and September 27, 2015 . Reclassifications Certain reclassifications have been made to the 2015 financial statements to conform with the 2016 presentation. 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. Significant estimates affecting the financial statements include goodwill, intangible assets and contingent consideration obligations related to acquisitions and put option valuation. Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets, contingent consideration and put option liability. The carrying values of cash and cash equivalents, accounts receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of the bank debt approximates fair value due to the variable nature of the interest rates under the credit agreement with Texas Capital Bank, National Association (“TCB”) that provides for a revolving credit facility (“Revolving Facility”) and current rates available to the Company for debt with similar terms and risk. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Concentration of Credit Risk Concentration of credit risk is limited due to the Company's diverse customer base and their dispersion across many different industries and geographic locations nationwide. No single customer accounted for more than 10% of the Company’s accounts receivable as of September 25, 2016 and December 27, 2015 or revenue for the thirty-nine week periods ended September 25, 2016 and September 27, 2015 . Geographic revenue in excess of 10% of the Company's consolidated revenue was generated in the following areas: Thirty-nine Weeks Ended September 25, September 27, North Carolina 10 % 12 % Maryland 13 % — % Rhode Island 14 % 19 % Texas 32 % 43 % Consequently, weakness in economic conditions in these regions could have a material adverse effect on the Company’s financial position and results of future operations. Accounts Receivable The Company extends credit to its customers in the normal course of business. Accounts receivable represents 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. Changes in the allowance for doubtful accounts are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Beginning balance $ 449,823 $ 812,964 $ 446,548 $ 748,187 Provision for doubtful accounts 162,612 146,291 209,528 371,953 Amounts written off, net (162,612 ) (219,395 ) (206,253 ) (380,280 ) Ending balance $ 449,823 $ 739,860 $ 449,823 $ 739,860 Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $1,170,445 and $859,274 at September 25, 2016 and December 27, 2015 , respectively. Long-Lived Assets The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments during 2016 and 2015 . Intangible Assets The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to five years, based on a pattern in which the economic benefit of the respective intangible asset is realized. The Company annually evaluates the remaining useful lives of all 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 evaluated 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. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. Paid-in-kind Interest The Company records paid-in-kind interest on a monthly basis to accrued interest. The first month following a quarter, the paid-in-kind accrued interest is reclassed to the related debt principal if not paid. Deferred Financing Fees Deferred financing charges are amortized on a straight-line basis, which approximates the effective interest method, over the term of the respective loans. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Contingent Consideration The Company has obligations, to be paid in cash, related to its acquisitions if certain future operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The calculation of the fair value of the expected future payments uses a discount rate that approximates the Company's weighted average cost of capital. Put Option The Company granted a put option to certain holders of equity in BG Staffing, Inc., which was carried at fair market value in other long-term liabilities in the consolidated balance sheet. Prior to second quarter 2015, the liability was revalued at each balance sheet date at the greater of an adjusted earnings before income taxes, depreciation and amortization method or the fair market value. During third quarter 2015, the liability calculation of fair market value was based on the closing price of the Company's stock. Changes in fair value are recorded as non-cash, non-operating income (expense) in the Company’s consolidated statements of operations. In October 2015, the remaining shares were sold that contained the put right to third parties, which caused the put rights on those shares to expire. Revenue Recognition The Company derives its revenues from three segments: Multifamily, Professional, and Commercial. The Company provides temporary and consultant staffing and permanent placement services. Revenues as presented on the consolidated statements of operations represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and equivalent amounts of reimbursable expenses are included in cost of services. The Company and its customers 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. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified workers, (ii) has the discretion to select the workers and establish their price and duties and (iii) bears the risk for services that are not fully paid for by customers. Temporary and consultant staffing revenues - Temporary and consultant staffing revenues are recognized when the services are rendered by the Company’s temporary workers or consultants. The Company assumes the risk of acceptability of its workers to its customers. Permanent placement staffing revenues - Permanent placement staffing revenues are recognized when employment candidates accept offers of permanent employment. The Company estimates the effect of permanent placement candidates who do not remain with its customers through the guarantee period (generally 90 days) based on historical experience. Allowances are established to estimate these losses. Fees to customers are generally calculated as a percentage of the new worker’s annual compensation. No fees for permanent placement services are charged to employment candidates. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. Earnings Per Share Basic earnings per common share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, September 27, September 25, September 27, Weighted-average number of common shares outstanding: 8,658,061 7,359,632 7,920,000 6,978,309 Effect of dilutive securities: Stock options 323,313 189,074 263,915 181,810 Warrants 47,024 24,824 35,961 21,399 Weighted-average number of diluted common shares outstanding 9,028,398 7,573,530 8,219,876 7,181,518 Stock options 50,000 21,042 50,000 21,042 Warrants — — — 77,970 Antidilutive shares 50,000 21,042 50,000 99,012 Income Taxes The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The Company recognizes any penalties and interest when necessary as part of selling, general and administrative expenses. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. Income tax expense attributable to income from operations for 2016 differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes primarily as a result of state taxes and permanent differences related to share-based compensation. Income tax expense attributable to income from operations for 2015 differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes primarily as a result of state taxes, permanent differences related to share-based compensation, and the fair value of the put option adjustment. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") 2016-02 Leases, which applies to lease transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-03, Intangibles - Goodwill and Other, Business Combinations, Consolidation, Derivatives and Hedging, which amends prior guidance by removing their effective dates. The new standard was effective immediately. The Company adopted this ASUs in the first quarter of 2016 on a prospective basis for intangibles and business combinations and retrospective basis for consolidation and derivatives. The adoption of ASU had no impact of the on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The new standard will become effective for the Company beginning with the first quarter of 2017, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers, which amends certain aspects of the Board's new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with the adoption of ASU 2014-09, which is effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions are classified in the statement of cash flows. The standard will become effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 25, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS D&W Talent, LLC On February 23, 2015 , the Company acquired substantially all of the assets and assumed certain liabilities of D&W Talent, LLC (“D&W”) for an initial cash consideration paid of $8.5 million and an undiscounted contingent consideration of up to $3.5 million based on the performance of the acquired business for the three years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was estimated at $2.0 million and later adjusted to $3.5 million in November 2015. All contingent consideration was paid by April 24, 2016. The purchase agreement contained a provision for a “true up” of acquired working capital 120 days after the closing date. The 2015 consolidated statements of operations include the operating results of D&W operations for 13 weeks and 31 weeks from the date of acquisition for the thirteen and thirty-nine week periods ended, respectively, from the date of acquisition. D&W operations contributed approximately $4.6 million and $6.0 million of revenue for the thirteen week periods ended September 25, 2016 and September 27, 2015 , respectively, and approximately $14.0 million and $13.8 million of revenue for the thirty-nine week periods ended September 25, 2016 and September 27, 2015 , respectively. Vision Technology Services On September 28, 2015 , the Company acquired substantially all of the assets and assumed certain liabilities of Vision Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM, LLC (collectively, “VTS”) for an initial cash consideration paid of $10.0 million and an undiscounted contingent consideration of up to $10.75 million based on the performance of the acquired business for the three years following the date of acquisition. The fair value of the contingent consideration at the acquisition date was estimated at $7.3 million . The purchase agreement contained a provision for a “true up” of acquired working capital 120 days after the closing date. The 2015 consolidated statement of operations does not include any operating results of VTS. VTS operations contributed approximately $8.1 million and $25.3 million of revenue for the thirteen and thirty-nine week periods ended September 25, 2016 , respectively. Supplemental Unaudited Pro Forma Information The Company estimates that the revenues and net income for the periods below that would have been reported if the D&W and VTS acquisitions had taken place on the first day of the Company's 2015 fiscal year would be as follows (dollars in thousands, except per share amounts): September 27, 2015 Thirteen Weeks Ended Thirty-nine Weeks Ended Revenues $ 68,657 $ 179,116 Gross profit $ 15,802 $ 40,133 Net income $ 2,338 $ 4,683 Income per share: Basic $ 0.32 $ 0.67 Diluted $ 0.31 $ 0.65 Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility at a rate of 3.75% and tax expense of the pro forma adjustments at an effective tax rate of approximately 37.9% . |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are stated net of accumulated amortization of $28,784,398 and $23,958,775 at September 25, 2016 and December 27, 2015 , respectively. Total amortization expense for the thirteen week periods ended September 25, 2016 and September 27, 2015 was $1,548,914 and $1,197,449 , respectively. Total amortization expense for the thirty-nine week periods ended September 25, 2016 and September 27, 2015 was $4,825,623 and $3,501,928 , respectively. |
ACCRUED PAYROLL AND EXPENSES AN
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION | 9 Months Ended |
Sep. 25, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Payable And Expenses And Contingent Consideration | ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION Accrued payroll and expenses consist of the following at: September 25, December 27, Temporary worker payroll $ 6,567,263 $ 5,667,704 Temporary worker payroll related 2,404,292 1,965,931 Accrued bonuses and commissions 1,513,317 1,050,495 Other 2,134,500 2,870,738 $ 12,619,372 $ 11,554,868 The following is a schedule of future estimated contingent consideration payments to various parties as of September 25, 2016 : Estimated Cash Payment Discount Net Due date: December 2016 $ 4,250,000 $ (137,806 ) $ 4,112,194 December 2017 4,250,000 (841,496 ) 3,408,504 December 2018 2,250,000 (743,926 ) 1,506,074 Contingent consideration $ 10,750,000 $ (1,723,228 ) $ 9,026,772 |
DEBT
DEBT | 9 Months Ended |
Sep. 25, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT On August 21, 2015, the Company entered into a credit agreement (the “Credit Agreement”) with TCB. The Credit Agreement provides for the Revolving Facility maturing August 21, 2019 permitting the Company to borrow funds from time to time in an aggregate amount equal to the lesser of the borrowing base amount, which is 85% of eligible accounts, and TCB’s commitment of $25.0 million . The Company's obligations are secured by a first priority security interest in all assets of the Company. Effective September 21, 2016, pursuant to the terms of the Credit Agreement, the Company obtained an additional $10.0 million in credit commitments from TCB pursuant to a Commitment Increase Agreement, raising TCB's total commitment under the Credit Agreement to $35.0 million . All other terms and conditions of the Credit Agreement remain the same as those in effect prior to the increase. On August 21, 2015, the Company also entered into a senior subordinated credit agreement (the “Senior Subordinated Credit Agreement”) with Patriot Capital III SBIC, L.P. and Patriot Capital III, L.P. (together, “PC Subordinated Debt”), pursuant to which the foregoing lenders made term loans of $14,250,000 and $750,000 , respectively, with a maturity date of February 21, 2020. Interest accrued at a rate of 13% per annum (with at least 10% paid in cash quarterly and the remainder in cash or PIK interest added to the principal amount of the term loans). Prepayment of the loans prior to maturity was subject to an early repayment fee. The Company's obligations were secured by a security interest in all assets of the Company. Proceeds from the foregoing loan arrangements were used to pay off existing indebtedness of the Company under the Fifth Third Bank senior credit facility described below. Proceeds from the June 2016 common stock issuance (See Note 9) were used to pay off outstanding amounts under the Senior Subordinated Credit Agreement, $404,119 was recorded as a loss on extinguishment of debt, and a 2% repayment fee was recorded in interest expense in the second quarter 2016. On January 29, 2014 , the Company amended the senior credit facility, which provided for a revolving line of credit of $20.0 million , increased the original principal amount of the term loan facility from $7.1 million to $11.3 million and added $8.0 million of subordinated debt (“Term Loan B”). In connection with the acquisition of the assets of D&W (see Note 3) on February 23, 2015 , the Company entered into an amendment with its lenders under senior credit facility to add BGFA as an additional borrower under the agreement and increased the borrowing base amount from 80% to 85% of eligible receivables. Line of Credit At September 25, 2016 and December 27, 2015 , $19.3 million and $16.2 million , respectively, was outstanding on the Revolving Facility with TCB. Borrowings under the Revolving Facility bear interest equal to (i) Base Rate (the higher of Prime Rate, Federal Funds Rate plus 0.5% , or LIBOR plus 1.0% ) plus 0.5% or (ii) LIBOR plus 3.25% . Additionally, the Company pays an unused commitment fee of 0.25% on the unfunded portion of the Revolving Facility. Borrowings under the Revolving Facility bore interest as follows: September 25, December 27, Base Rate $ 5,258,612 4.00 % $ 6,217,000 4.00 % LIBOR 14,000,000 3.79 % 3,000,000 3.57 % LIBOR — — % 4,000,000 3.61 % LIBOR — — % 3,000,000 3.77 % Total $ 19,258,612 $ 16,217,000 The Credit Agreement contains, and the Senior Subordinated Credit Agreement contained, customary affirmative covenants as well as negative covenants restricting the ability of the Company and its subsidiaries to, among other things (with certain exceptions): (i) incur indebtedness; (ii) incur liens; (iii) enter into mergers, consolidations, or similar transactions; (iv) pay dividends or make distributions (except for permitted distributions as defined in the agreements); (v) make loans; (vi) dispose of assets; (vii) enter into transactions with affiliates; or (viii) change the nature of their business. In addition, the Company must comply with certain financial covenants, including minimum debt service coverage ratio, minimum current ratio and maximum leverage ratio. As of September 25, 2016 , the Company was in compliance with these covenants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 25, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy September 25, December 27, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 9,026,772 $ 11,047,281 In connection with the acquisition of substantially all of the assets and assumption of certain liabilities of InStaff Holding Corporation and InStaff Personnel, LLC, a wholly owned subsidiary of InStaff Holding Corporation (collectively, “InStaff”), the Company granted a put option to certain holders of equity in BG Staffing, Inc. The liability was transferred from Level 3 to Level 2 during the third quarter 2015 due to an increased active market. In October 2015, the remaining shares were sold that contained the put right to third parties, which caused the put rights on those shares to expire. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 25, 2016 | |
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 the loss can be made. The Company is not currently a party to any material litigation; however, in the ordinary course of our business the Company is periodically threatened with or named as a defendant in various lawsuits or actions. The principal risks that the Company insures against, subject to and upon the terms and conditions of various insurance policies, are workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 25, 2016 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY 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 June 2016, the Company issued and sold 1,191,246 shares of common stock, $0.01 par value per share, to various investors in a registered underwritten offering for aggregate gross proceeds of $16,677,444 in cash. The purchase price to the public was $14.00 per share. The newly issued shares constituted approximately 16.1% of the total of issued and outstanding shares of common stock immediately before the initial execution of the Underwriting Agreement. In connection with the closing, the Company incurred $1,568,688 in offering costs. Proceeds were used to pay off existing indebtedness of the Company under the Senior Subordinated Credit Agreement. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 25, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Stock Options For the thirteen week periods ended September 25, 2016 and September 27, 2015 , the Company recognized $111,134 and $48,564 of compensation cost related to stock option awards, respectively. For the thirty-nine week periods ended September 25, 2016 and September 27, 2015 , the Company recognized $252,972 and $225,039 of compensation cost related to stock option awards, respectively. Unamortized stock compensation expense as of September 25, 2016 amounted to $621,379 , which is expected to be recognized over the next 2.6 years. A summary of stock option activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Options outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 9.9 Exercised (103,055 ) $ 6.91 7.6 Forfeited / Canceled (37,000 ) $ 9.72 0.0 Options outstanding at September 25, 2016 685,611 $ 8.97 8.1 $ 5,699 Options exercisable at December 27, 2015 377,666 $ 7.30 8.3 $ 2,889 Options exercisable at September 25, 2016 374,511 $ 7.84 7.7 $ 3,535 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 398,000 $ 2.34 Nonvested outstanding at September 25, 2016 311,100 $ 2.27 For the thirty-nine week periods ended September 25, 2016 , the Company issued 71,374 shares of common stock upon the cashless exercise of 87,655 stock options. Warrant Activity For the thirteen week periods ended September 25, 2016 and September 27, 2015 , the Company did not recognize any compensation cost related to warrants. For the thirty-nine week periods ended September 25, 2016 and September 27, 2015 , the Company recognized $-0- and $6,524 of compensation cost related to warrants, respectively. There was no unamortized stock compensation expense to be recognized as of September 25, 2016 . A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 4.7 Exercised (42,099 ) $ 11.42 3.3 Warrants outstanding at September 25, 2016 123,984 $ 11.51 3.1 $ 714 Warrants exercisable at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Warrants exercisable at September 25, 2016 91,734 $ 9.65 2.5 $ 699 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 — $ — Nonvested outstanding at September 25, 2016 32,250 $ — For the thirty-nine week periods ended September 25, 2016 , the Company issued 17,910 shares of common stock upon the cashless exercise of 42,099 warrants. The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 25, 2016 | |
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 $217,103 and $69,405 to the 401(k) Plan for the thirteen week periods ended September 25, 2016 and September 27, 2015 , respectively. The Company contributed $622,772 and $187,856 to the 401(k) Plan for the thirty-nine week periods ended September 25, 2016 and September 27, 2015 , respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 25, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS The Company operates within three industry segments: Multifamily, Professional, and Commercial. The Multifamily segment provides front office and maintenance temporary workers to various apartment communities, in 18 states, via property management companies responsible for the apartment communities' day to day operations. The Professional segment provides skilled temporary workers on a nationwide basis for IT customer projects, and finance and accounting needs in Texas and Louisiana. The Commercial segment provides temporary workers primarily to logistics, distribution, and call center customers needing a flexible workforce in Illinois, Wisconsin, New Mexico, Texas, Tennessee and Mississippi. Segment operating income includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (corporate) expenses. Assets of corporate include cash, unallocated prepaid expenses, deferred tax assets, and other assets. The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Revenue: Multifamily $ 18,889,265 $ 14,073,077 $ 43,556,297 $ 31,743,075 Professional 25,821,676 22,170,557 80,828,787 56,738,701 Commercial 22,696,409 23,927,189 65,188,266 62,354,584 Total $ 67,407,350 $ 60,170,823 $ 189,573,350 $ 150,836,360 Depreciation: Multifamily $ 17,122 $ 8,342 $ 40,577 $ 36,745 Professional 39,071 19,100 113,482 43,309 Commercial 23,018 23,460 68,447 68,608 Corporate 45,421 45,786 133,327 83,824 Total $ 124,632 $ 96,688 $ 355,833 $ 232,486 Amortization: Multifamily $ — $ 37,708 $ 62,848 $ 113,125 Professional 1,454,293 1,000,700 4,399,296 2,848,100 Commercial 94,621 159,041 363,479 540,703 Total $ 1,548,914 $ 1,197,449 $ 4,825,623 $ 3,501,928 Operating income: Multifamily $ 3,331,981 $ 2,405,266 $ 6,859,318 $ 4,731,719 Professional 1,163,674 2,041,230 4,737,610 3,918,553 Commercial 1,364,353 1,592,570 4,070,037 3,658,154 Corporate (1,393,412 ) (1,181,137 ) (4,553,844 ) (3,909,783 ) Total $ 4,466,596 $ 4,857,929 $ 11,113,121 $ 8,398,643 Capital expenditures: Multifamily $ 23,185 $ 15,219 $ 119,592 $ 73,779 Professional 73,168 88,572 82,336 142,590 Commercial 19,908 30,541 60,229 136,672 Corporate 71,194 16,075 356,000 157,362 Total $ 187,455 $ 150,407 $ 618,157 $ 510,403 September 25, December 27, Total Assets: Multifamily $ 11,683,042 $ 7,394,459 Professional 41,726,601 46,750,518 Commercial 20,361,313 20,820,483 Corporate 10,295,175 9,434,097 Total $ 84,066,131 $ 84,399,557 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 25, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 19, 2016 , the Company's board of directors declared a cash dividend in the amount of $0.25 per share of common stock to be paid on November 7, 2016 to all shareholders of record as of the close of business on October 31, 2016 . |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 25, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 25, 2016 and December 27, 2015 , and include the thirteen and thirty-nine week periods ended September 25, 2016 and September 27, 2015 . |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2015 financial statements to conform with the 2016 presentation. |
Management 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. Significant estimates affecting the financial statements include goodwill, intangible assets and contingent consideration obligations related to acquisitions and put option valuation. |
Financial Instruments | Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets, contingent consideration and put option liability. The carrying values of cash and cash equivalents, accounts receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of the bank debt approximates fair value due to the variable nature of the interest rates under the credit agreement with Texas Capital Bank, National Association (“TCB”) that provides for a revolving credit facility (“Revolving Facility”) and current rates available to the Company for debt with similar terms and risk. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable The Company extends credit to its customers in the normal course of business. Accounts receivable represents 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. |
Property and Equipment | Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $1,170,445 and $859,274 at September 25, 2016 and December 27, 2015 , respectively. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments during 2016 and 2015 . |
Intangible Assets | Intangible Assets The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to five years, based on a pattern in which the economic benefit of the respective intangible asset is realized. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Goodwill | Goodwill Goodwill is not amortized, but instead is evaluated 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. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. |
Deferred Rent | Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. |
Paid-in-kind Interest | Paid-in-kind Interest The Company records paid-in-kind interest on a monthly basis to accrued interest. The first month following a quarter, the paid-in-kind accrued interest is reclassed to the related debt principal if not paid. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing charges are amortized on a straight-line basis, which approximates the effective interest method, over the term of the respective loans. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. |
Contingent Consideration | Contingent Consideration The Company has obligations, to be paid in cash, related to its acquisitions if certain future operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The calculation of the fair value of the expected future payments uses a discount rate that approximates the Company's weighted average cost of capital. |
Put Option | Put Option The Company granted a put option to certain holders of equity in BG Staffing, Inc., which was carried at fair market value in other long-term liabilities in the consolidated balance sheet. Prior to second quarter 2015, the liability was revalued at each balance sheet date at the greater of an adjusted earnings before income taxes, depreciation and amortization method or the fair market value. During third quarter 2015, the liability calculation of fair market value was based on the closing price of the Company's stock. Changes in fair value are recorded as non-cash, non-operating income (expense) in the Company’s consolidated statements of operations. In October 2015, the remaining shares were sold that contained the put right to third parties, which caused the put rights on those shares to expire. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from three segments: Multifamily, Professional, and Commercial. The Company provides temporary and consultant staffing and permanent placement services. Revenues as presented on the consolidated statements of operations represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and equivalent amounts of reimbursable expenses are included in cost of services. The Company and its customers 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. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified workers, (ii) has the discretion to select the workers and establish their price and duties and (iii) bears the risk for services that are not fully paid for by customers. Temporary and consultant staffing revenues - Temporary and consultant staffing revenues are recognized when the services are rendered by the Company’s temporary workers or consultants. The Company assumes the risk of acceptability of its workers to its customers. Permanent placement staffing revenues - Permanent placement staffing revenues are recognized when employment candidates accept offers of permanent employment. The Company estimates the effect of permanent placement candidates who do not remain with its customers through the guarantee period (generally 90 days) based on historical experience. Allowances are established to estimate these losses. Fees to customers are generally calculated as a percentage of the new worker’s annual compensation. No fees for permanent placement services are charged to employment candidates. |
Share-based Compensation | Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. |
Earnings Per Share | Earnings Per Share Basic earnings per common share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. |
Income Taxes | Income Taxes The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The Company recognizes any penalties and interest when necessary as part of selling, general and administrative expenses. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. Income tax expense attributable to income from operations for 2016 differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes primarily as a result of state taxes and permanent differences related to share-based compensation. Income tax expense attributable to income from operations for 2015 differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes primarily as a result of state taxes, permanent differences related to share-based compensation, and the fair value of the put option adjustment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") 2016-02 Leases, which applies to lease transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-03, Intangibles - Goodwill and Other, Business Combinations, Consolidation, Derivatives and Hedging, which amends prior guidance by removing their effective dates. The new standard was effective immediately. The Company adopted this ASUs in the first quarter of 2016 on a prospective basis for intangibles and business combinations and retrospective basis for consolidation and derivatives. The adoption of ASU had no impact of the on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The new standard will become effective for the Company beginning with the first quarter of 2017, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers, which amends certain aspects of the Board's new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently with the adoption of ASU 2014-09, which is effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions are classified in the statement of cash flows. The standard will become effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Geographic revenue in excess of 10% of the Company's consolidated revenue was generated in the following areas: Thirty-nine Weeks Ended September 25, September 27, North Carolina 10 % 12 % Maryland 13 % — % Rhode Island 14 % 19 % Texas 32 % 43 % |
Summary of Valuation Allowance | Changes in the allowance for doubtful accounts are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Beginning balance $ 449,823 $ 812,964 $ 446,548 $ 748,187 Provision for doubtful accounts 162,612 146,291 209,528 371,953 Amounts written off, net (162,612 ) (219,395 ) (206,253 ) (380,280 ) Ending balance $ 449,823 $ 739,860 $ 449,823 $ 739,860 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, September 27, September 25, September 27, Weighted-average number of common shares outstanding: 8,658,061 7,359,632 7,920,000 6,978,309 Effect of dilutive securities: Stock options 323,313 189,074 263,915 181,810 Warrants 47,024 24,824 35,961 21,399 Weighted-average number of diluted common shares outstanding 9,028,398 7,573,530 8,219,876 7,181,518 Stock options 50,000 21,042 50,000 21,042 Warrants — — — 77,970 Antidilutive shares 50,000 21,042 50,000 99,012 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The Company estimates that the revenues and net income for the periods below that would have been reported if the D&W and VTS acquisitions had taken place on the first day of the Company's 2015 fiscal year would be as follows (dollars in thousands, except per share amounts): September 27, 2015 Thirteen Weeks Ended Thirty-nine Weeks Ended Revenues $ 68,657 $ 179,116 Gross profit $ 15,802 $ 40,133 Net income $ 2,338 $ 4,683 Income per share: Basic $ 0.32 $ 0.67 Diluted $ 0.31 $ 0.65 |
ACCRUED PAYROLL AND EXPENSES 23
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued payroll and expenses consist of the following at: September 25, December 27, Temporary worker payroll $ 6,567,263 $ 5,667,704 Temporary worker payroll related 2,404,292 1,965,931 Accrued bonuses and commissions 1,513,317 1,050,495 Other 2,134,500 2,870,738 $ 12,619,372 $ 11,554,868 |
Schedule of Future Estimated Earnout Payments | The following is a schedule of future estimated contingent consideration payments to various parties as of September 25, 2016 : Estimated Cash Payment Discount Net Due date: December 2016 $ 4,250,000 $ (137,806 ) $ 4,112,194 December 2017 4,250,000 (841,496 ) 3,408,504 December 2018 2,250,000 (743,926 ) 1,506,074 Contingent consideration $ 10,750,000 $ (1,723,228 ) $ 9,026,772 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the Revolving Facility bore interest as follows: September 25, December 27, Base Rate $ 5,258,612 4.00 % $ 6,217,000 4.00 % LIBOR 14,000,000 3.79 % 3,000,000 3.57 % LIBOR — — % 4,000,000 3.61 % LIBOR — — % 3,000,000 3.77 % Total $ 19,258,612 $ 16,217,000 |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy September 25, December 27, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 9,026,772 $ 11,047,281 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity | A summary of stock option activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Options outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 9.9 Exercised (103,055 ) $ 6.91 7.6 Forfeited / Canceled (37,000 ) $ 9.72 0.0 Options outstanding at September 25, 2016 685,611 $ 8.97 8.1 $ 5,699 Options exercisable at December 27, 2015 377,666 $ 7.30 8.3 $ 2,889 Options exercisable at September 25, 2016 374,511 $ 7.84 7.7 $ 3,535 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 398,000 $ 2.34 Nonvested outstanding at September 25, 2016 311,100 $ 2.27 |
Warrant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity | A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 4.7 Exercised (42,099 ) $ 11.42 3.3 Warrants outstanding at September 25, 2016 123,984 $ 11.51 3.1 $ 714 Warrants exercisable at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Warrants exercisable at September 25, 2016 91,734 $ 9.65 2.5 $ 699 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 — $ — Nonvested outstanding at September 25, 2016 32,250 $ — |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 25, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 25, 2016 September 27, 2015 September 25, 2016 September 27, 2015 Revenue: Multifamily $ 18,889,265 $ 14,073,077 $ 43,556,297 $ 31,743,075 Professional 25,821,676 22,170,557 80,828,787 56,738,701 Commercial 22,696,409 23,927,189 65,188,266 62,354,584 Total $ 67,407,350 $ 60,170,823 $ 189,573,350 $ 150,836,360 Depreciation: Multifamily $ 17,122 $ 8,342 $ 40,577 $ 36,745 Professional 39,071 19,100 113,482 43,309 Commercial 23,018 23,460 68,447 68,608 Corporate 45,421 45,786 133,327 83,824 Total $ 124,632 $ 96,688 $ 355,833 $ 232,486 Amortization: Multifamily $ — $ 37,708 $ 62,848 $ 113,125 Professional 1,454,293 1,000,700 4,399,296 2,848,100 Commercial 94,621 159,041 363,479 540,703 Total $ 1,548,914 $ 1,197,449 $ 4,825,623 $ 3,501,928 Operating income: Multifamily $ 3,331,981 $ 2,405,266 $ 6,859,318 $ 4,731,719 Professional 1,163,674 2,041,230 4,737,610 3,918,553 Commercial 1,364,353 1,592,570 4,070,037 3,658,154 Corporate (1,393,412 ) (1,181,137 ) (4,553,844 ) (3,909,783 ) Total $ 4,466,596 $ 4,857,929 $ 11,113,121 $ 8,398,643 Capital expenditures: Multifamily $ 23,185 $ 15,219 $ 119,592 $ 73,779 Professional 73,168 88,572 82,336 142,590 Commercial 19,908 30,541 60,229 136,672 Corporate 71,194 16,075 356,000 157,362 Total $ 187,455 $ 150,407 $ 618,157 $ 510,403 September 25, December 27, Total Assets: Multifamily $ 11,683,042 $ 7,394,459 Professional 41,726,601 46,750,518 Commercial 20,361,313 20,820,483 Corporate 10,295,175 9,434,097 Total $ 84,066,131 $ 84,399,557 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 9 Months Ended |
Sep. 25, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Credit Concentration Risk | 9 Months Ended | |
Sep. 25, 2016 | Sep. 27, 2015 | |
North Carolina | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Maryland | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Rhode Island | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 14.00% | |
Texas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 32.00% | |
Sales Revenue, Net | North Carolina | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Sales Revenue, Net | Maryland | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 0.00% | |
Sales Revenue, Net | Rhode Island | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 19.00% | |
Sales Revenue, Net | Texas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 43.00% |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes In The Allowance For Doubtful Accounts (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 449,823 | $ 812,964 | $ 446,548 | $ 748,187 |
Provision for doubtful accounts | 162,612 | 146,291 | 209,528 | 371,953 |
Amounts written off, net | (162,612) | (219,395) | (206,253) | (380,280) |
Ending balance | $ 449,823 | $ 739,860 | $ 449,823 | $ 739,860 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 9 Months Ended | ||
Sep. 25, 2016USD ($)segment | Sep. 27, 2015USD ($) | Dec. 27, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated depreciation and amortization, property, plant, and equipment | $ 1,170,445 | $ 859,274 | |
Impairment of long-lived assets | $ 0 | $ 0 | |
Number of reportable segments | segment | 3 | ||
Federal statutory income tax rate, percent | 34.00% | 34.00% | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Fiscal period, length | 364 days | 364 days | |
Useful life | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Fiscal period, length | 371 days | 371 days | |
Useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | ||||
Basic (shares) | 8,658,061 | 7,359,632 | 7,920,000 | 6,978,309 |
Effect of dilutive securities: | ||||
Weighted-average number of diluted common shares outstanding | 9,028,398 | 7,573,530 | 8,219,876 | 7,181,518 |
Antidilutive securities excluded from computation of earnings per share, amount | 50,000 | 21,042 | 50,000 | 99,012 |
Employee Stock Option | ||||
Effect of dilutive securities: | ||||
Stock options | 323,313 | 189,074 | 263,915 | 181,810 |
Antidilutive securities excluded from computation of earnings per share, amount | 50,000 | 21,042 | 50,000 | 21,042 |
Warrant | ||||
Effect of dilutive securities: | ||||
Warrants | 47,024 | 24,824 | 35,961 | 21,399 |
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | 77,970 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Sep. 28, 2015 | Feb. 23, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Nov. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Revenues | $ 67,407,350 | $ 60,170,823 | $ 189,573,350 | $ 150,836,360 | |||
D&W Talent, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Initial cash paid for acquisition | $ 8,500,000 | ||||||
Business combination contingent consideration | $ 3,500,000 | ||||||
Business combination, period of contingency | 3 years | ||||||
Fair value of contingent consideration | $ 2,000,000 | $ 3,500,000 | |||||
Period for true-up of acquired working capital | 120 days | ||||||
Revenues | 4,600,000 | $ 6,000,000 | 14,000,000 | $ 13,800,000 | |||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |||||||
Business Acquisition [Line Items] | |||||||
Initial cash paid for acquisition | $ 10,000,000 | ||||||
Business combination contingent consideration | $ 10,750,000 | ||||||
Business combination, period of contingency | 3 years | ||||||
Fair value of contingent consideration | $ 7,300,000 | ||||||
Period for true-up of acquired working capital | 120 days | ||||||
Revenues | $ 8,100,000 | $ 25,300,000 | |||||
Pro Forma | |||||||
Business Acquisition [Line Items] | |||||||
Effective tax rate for pro forma adjustments | 37.90% | ||||||
Revolving Credit Facility | Pro Forma | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility, rate on additional borrowings | 3.75% |
ACQUISITIONS (Supplemental Unau
ACQUISITIONS (Supplemental Unaudited Pro Forma Information) (Details) - D&W Talent, LLC, Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 27, 2015 | Sep. 27, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 68,657 | $ 179,116 |
Gross profit | 15,802 | 40,133 |
Net income (loss) | $ 2,338 | $ 4,683 |
Income (loss) per share: | ||
Basic (in dollar per share) | $ 0.32 | $ 0.67 |
Diluted (in dollar per share) | $ 0.31 | $ 0.65 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible assets, accumulated amortization | $ 28,784,398 | $ 28,784,398 | $ 23,958,775 | ||
Amortization of intangible assets | $ 1,548,914 | $ 1,197,449 | $ 4,825,623 | $ 3,501,928 |
ACCRUED PAYROLL AND EXPENSES 36
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Accrued Payroll and Expenses (Details) - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Temporary worker payroll | $ 6,567,263 | $ 5,667,704 |
Temporary worker payroll related | 2,404,292 | 1,965,931 |
Accrued bonuses and commissions | 1,513,317 | 1,050,495 |
Other | 2,134,500 | 2,870,738 |
Accrued liabilities, current | $ 12,619,372 | $ 11,554,868 |
ACCRUED PAYROLL AND EXPENSES 37
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Schedule of Future Estimated Earn Out Payments (Details) - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Contingent consideration, current portion | $ 4,250,000 | |
Contingent consideration, liability in year two | 4,250,000 | |
Contingent consideration, liability in year three | 2,250,000 | |
Contingent consideration, liability, total | 10,750,000 | |
Interest expense, earn out payable, current portion | (137,806) | |
Interest expense, earn out payable in year two | (841,496) | |
Interest expense, earn out payable in year three | (743,926) | |
Interest expense, earn out payable, total | 1,723,228 | |
Contingent consideration, current portion, net | 4,112,194 | $ 6,856,121 |
Contingent consideration, liability in year two, net | 3,408,504 | |
Contingent consideration, liability in year three, net | 1,506,074 | |
Contingent consideration, liability, total, net | $ 9,026,772 |
DEBT (Details Textual)
DEBT (Details Textual) | Aug. 21, 2015USD ($) | Feb. 23, 2015 | Feb. 22, 2015 | Sep. 25, 2016USD ($) | Jun. 26, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 25, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 21, 2016USD ($) | Dec. 27, 2015USD ($) | Jan. 29, 2014USD ($) | Jan. 28, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt, net | $ 0 | $ 438,507 | $ 404,119 | $ 438,507 | ||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, borrowing capacity, percentage | 85.00% | 80.00% | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | |||||||||||
Term Loan A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 11,300,000 | |||||||||||
Expiration date | Jan. 29, 2014 | |||||||||||
Line of credit facility, previous borrowing capacity | $ 7,100,000 | |||||||||||
Term Loan B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Subordinated debt | $ 8,000,000 | |||||||||||
Senior Subordinated Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt, net | $ 404,119 | |||||||||||
Repayment fee for debt extinguishment (as a percent) | 0.02 | |||||||||||
Senior Subordinated Credit Agreement | Patriot Capital III SBIC, L.P. | Subordinated Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 14,250,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 13.00% | 13.00% | ||||||||||
Debt instrument, percentage paid in cash (at least) | 0.10 | 0.10 | ||||||||||
Senior Subordinated Credit Agreement | Patriot Capital III, L.P. | Subordinated Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, borrowing capacity, percentage | 85.00% | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 35,000,000 | ||||||||||
Line of credit facility, change in borrowing capacity | $ 10,000,000 | |||||||||||
Long-term line of credit | $ 19,258,612 | $ 19,258,612 | $ 16,217,000 | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | |||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | Federal Funds Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | Adjusted LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 3.25% |
DEBT - Borrowings Under Revolvi
DEBT - Borrowings Under Revolving Facility (Details) - Credit Agreement - Texas Capital Bank, National Association (TCB) - Revolving Credit Facility - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 5,258,612 | $ 6,217,000 |
Debt instrument, interest rate, stated percentage for initial borrowing amount | 4.00% | 4.00% |
Second borrowing amount | $ 14,000,000 | $ 3,000,000 |
Debt instrument, interest rate, stated percentage for second borrowing amount | 3.79% | 3.57% |
Third borrowing amount | $ 0 | $ 4,000,000 |
Debt instrument, interest rate, stated percentage for third borrowing amount | 0.00% | 3.61% |
Fourth borrowing amount | $ 0 | $ 3,000,000 |
Debt instrument, interest rate, stated percentage for fourth borrowing amount | 0.00% | 3.77% |
Total borrowing amount | $ 19,258,612 | $ 16,217,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 25, 2016 | Dec. 27, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,026,772 | |
Fair Value, Inputs, Level 3 | Contingent Consideration | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,026,772 | $ 11,047,281 |
EQUITY (Details Textual)
EQUITY (Details Textual) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2016USD ($)shares | Sep. 25, 2016USD ($)$ / sharesshares | Dec. 27, 2015$ / sharesshares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | shares | 19,500,000 | 19,500,000 | |
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | shares | 500,000 | 500,000 | |
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, value, issued | $ | $ 15,108,756 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares issued (in shares) | shares | 1,191,246 | ||
Common stock, value, issued | $ | $ 16,677,444 | ||
Shares issued, price per share (in USD per share) | $ / shares | $ 14 | ||
Percentage of issued and outstanding shares | 0.161 | ||
Offering costs | $ | $ 1,568,688 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options converted | 87,655 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $ 111,134 | $ 48,564 | $ 252,972 | $ 225,039 |
Unamortized stock compensation expense | 621,379 | $ 621,379 | ||
Unamortized stock compensation expense, recognition period | 2 years 7 months 10 days | |||
Shares issued in period | 71,374 | |||
Options converted | 103,055 | |||
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | 0 | $ 0 | $ 0 | $ 6,524 |
Shares issued in period | 17,910 | |||
Options converted | 42,099 | |||
Unamortized warrant compensation expense | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 25, 2016 | Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Exercised (in shares) | (87,655) | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning number of shares, outstanding (in shares) | 775,666 | |
Granted (in shares) | 50,000 | |
Exercised (in shares) | (103,055) | |
Forfeited / Canceled (in shares) | (37,000) | |
Number of shares, outstanding (in shares) | 685,611 | 775,666 |
Ending number of shares, options exercisable | 374,511 | 377,666 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Beginning balance of options outstanding (in dollars per share) | $ 8.19 | |
Granted (in dollars per share) | 17.46 | |
Exercised (in dollars per share) | 6.91 | |
Forfeited / Canceled (in dollars per share) | 9.72 | |
Ending balance of options outstanding (in dollars per share) | 8.97 | $ 8.19 |
Options exercisable at end of period | $ 7.84 | $ 7.30 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | ||
Options outstanding, weighted average remaining contractual term | 8 years 1 month 10 days | 8 years 8 months 1 day |
Options granted, weighted average remaining contractual term | 9 years 10 months 24 days | |
Options exercised, weighted average remaining contractual term | 7 years 6 months 22 days | |
Options forfeited / canceled, weighted average remaining contractual term | 0 years | |
Optons exercisable, weighted average remaining contractual term | 7 years 8 months 27 days | 8 years 4 months 2 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Roll Forward] | ||
Beginning balance, intrinsic value | $ 5,246 | |
Ending value, intrinsic value | 5,699 | $ 5,246 |
Options exercisable, aggregate intrinsic value | $ 3,535 | $ 2,889 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Nonvested, number of shares | 311,100 | 398,000 |
Nonvested options, weighted average grant date fair value | $ 2.27 | $ 2.34 |
SHARE-BASED COMPENSATION - Su44
SHARE-BASED COMPENSATION - Summary of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 25, 2016 | Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of warrants, exercisable | 133,833 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 10.21 | |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of warrants, outstanding, beginning balance (in shares) | 133,833 | |
Number of warrants, granted (in shares) | 32,250 | |
Number of warrants, exercised (in shares) | (42,099) | |
Number of warrants, outstanding, ending balance (in shares) | 123,984 | 133,833 |
Number of warrants, exercisable | 91,734 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding warrants, weighted average exercise price, beginning balance (in dollars per share) | $ 10.21 | |
Granted warrants, weighted average exercise price (in dollars per share) | 16.80 | |
Exercised warrants, weighted average exercise price (in dollars per share) | 11.42 | |
Outstanding warrants, weighted average exercise price, ending balance (in dollars per share) | 11.51 | $ 10.21 |
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 9.65 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Warrants outstanding, weighted average remaining contractual life | 3 years 22 days | 3 years 6 months 15 days |
Warrants granted, weighted average remaining contractual life | 4 years 8 months 9 days | |
Warrants exercised, weighted average remaining contractual life | 3 years 3 months 4 days | |
Warrants exercisable, weighted average remaining contractual life | 2 years 5 months 23 days | 3 years 6 months 15 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Roll Forward] | ||
Outstanding warrants, intrinsic value, beginning balance | $ 634 | |
Outstanding warrants, intrinsic value, ending balance | 714 | $ 634 |
Exercisable warrants, intrinsic price | $ 699 | $ 634 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value [Abstract] [Roll Forward] | ||
Nonvested number of shares | 32,250 | 0 |
Nonvested warrants, weighted average grant date fair value | 0 | 0 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 217,103 | $ 69,405 | $ 622,772 | $ 187,856 |
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 Text
BUSINESS SEGMENTS (Details Textual) | 9 Months Ended |
Sep. 25, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
BUSINESS SEGMENTS (Reconciliati
BUSINESS SEGMENTS (Reconciliation of Revenue and Operating Income) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2016 | Sep. 27, 2015 | Sep. 25, 2016 | Sep. 27, 2015 | Dec. 27, 2015 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 67,407,350 | $ 60,170,823 | $ 189,573,350 | $ 150,836,360 | |
Depreciation | 124,632 | 96,688 | 355,833 | 232,486 | |
Amortization | 1,548,914 | 1,197,449 | 4,825,623 | 3,501,928 | |
Operating income | 4,466,596 | 4,857,929 | 11,113,121 | 8,398,643 | |
Capital expenditures | 187,455 | 150,407 | 618,157 | 510,403 | |
Total assets | 84,066,131 | 84,066,131 | $ 84,399,557 | ||
Operating Segments | Multifamily | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 18,889,265 | 14,073,077 | 43,556,297 | 31,743,075 | |
Depreciation | 17,122 | 8,342 | 40,577 | 36,745 | |
Amortization | 0 | 37,708 | 62,848 | 113,125 | |
Operating income | 3,331,981 | 2,405,266 | 6,859,318 | 4,731,719 | |
Capital expenditures | 23,185 | 15,219 | 119,592 | 73,779 | |
Total assets | 11,683,042 | 11,683,042 | 7,394,459 | ||
Operating Segments | Professional | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 25,821,676 | 22,170,557 | 80,828,787 | 56,738,701 | |
Depreciation | 39,071 | 19,100 | 113,482 | 43,309 | |
Amortization | 1,454,293 | 1,000,700 | 4,399,296 | 2,848,100 | |
Operating income | 1,163,674 | 2,041,230 | 4,737,610 | 3,918,553 | |
Capital expenditures | 73,168 | 88,572 | 82,336 | 142,590 | |
Total assets | 41,726,601 | 41,726,601 | 46,750,518 | ||
Operating Segments | Commercial | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 22,696,409 | 23,927,189 | 65,188,266 | 62,354,584 | |
Depreciation | 23,018 | 23,460 | 68,447 | 68,608 | |
Amortization | 94,621 | 159,041 | 363,479 | 540,703 | |
Operating income | 1,364,353 | 1,592,570 | 4,070,037 | 3,658,154 | |
Capital expenditures | 19,908 | 30,541 | 60,229 | 136,672 | |
Total assets | 20,361,313 | 20,361,313 | 20,820,483 | ||
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation | 45,421 | 45,786 | 133,327 | 83,824 | |
Operating income | (1,393,412) | (1,181,137) | (4,553,844) | (3,909,783) | |
Capital expenditures | 71,194 | $ 16,075 | 356,000 | $ 157,362 | |
Total assets | $ 10,295,175 | $ 10,295,175 | $ 9,434,097 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | Oct. 19, 2016 | Sep. 25, 2016 |
Subsequent Event [Line Items] | ||
Common stock, dividends, per share, declared | $ 0.25 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Dividend declared date | Nov. 7, 2016 | |
Common stock, dividends, per share, declared | $ 0.25 | |
Dividend payable date | Oct. 19, 2016 | |
Dividend payable date of record | Oct. 31, 2016 |