Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Mar. 06, 2017 | Jun. 26, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BG Staffing, Inc. | ||
Entity Central Index Key | 1,474,903 | ||
Current Fiscal Year End Date | --12-25 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 8,669,308 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 25, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 94,777,292 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Current assets | ||
Accounts receivable (net of allowance for doubtful accounts of $473,573 and $446,548 at 2016 and 2015, respectively) | $ 33,328,900 | $ 32,324,284 |
Prepaid expenses | 950,696 | 861,146 |
Other current assets | 154,673 | 134,170 |
Total current assets | 34,434,269 | 33,319,600 |
Property and equipment, net | 1,910,858 | 1,489,061 |
Other assets | ||
Deposits | 2,657,517 | 2,233,410 |
Deferred income taxes, net | 9,512,455 | 8,411,792 |
Intangible assets, net | 23,514,376 | 29,761,035 |
Goodwill | 9,184,659 | 9,184,659 |
Total other assets | 44,869,007 | 49,590,896 |
Total assets | 81,214,134 | 84,399,557 |
Current liabilities | ||
Accrued interest | 100,868 | 627,638 |
Accounts payable | 951,672 | 1,572,195 |
Accrued payroll and expenses | 9,668,475 | 11,554,868 |
Accrued workers’ compensation | 754,556 | 788,878 |
Contingent consideration, current portion | 3,580,561 | 6,856,121 |
Other current liabilities | 0 | 1,459,838 |
Income taxes payable | 193,264 | 444,165 |
Total current liabilities | 15,249,396 | 23,303,703 |
Line of credit (net of deferred finance fees of $264,520 and $175,524 for 2016 and 2015, respectively) | 23,618,194 | 16,041,476 |
Long-term debt, less current portion (net of deferred finance fees of $-0- and $443,800 for 2016 and 2015, respectively) | 0 | 14,607,450 |
Contingent consideration, less current portion | 1,586,324 | 4,191,160 |
Other long-term liabilities | 271,766 | 327,344 |
Total liabilities | 40,725,680 | 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 | 36,142,688 | 20,446,948 |
Retained earnings | 4,259,081 | 5,407,596 |
Total stockholders’ equity | 40,488,454 | 25,928,424 |
Total liabilities and stockholders’ equity | $ 81,214,134 | $ 84,399,557 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 473,573 | $ 446,548 |
Line of credit - Deferred finance fees | 264,520 | 175,524 |
Long-term debt, less current portion - Deferred finance fees | $ 0 | $ 443,800 |
Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 19,500,000 | 19,500,000 |
Common Stock, Shares Issued | 8,668,485 | 7,387,955 |
Common Stock, Shares Outstanding | 8,668,485 | 7,387,955 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Income Statement [Abstract] | |||
Revenues | $ 253,852,214 | $ 217,533,856 | $ 172,810,551 |
Cost of services | 193,778,848 | 169,627,150 | 138,283,333 |
Gross profit | 60,073,366 | 47,906,706 | 34,527,218 |
Selling, general and administrative expenses | 37,804,208 | 30,390,277 | 24,084,360 |
Depreciation and amortization | 6,733,341 | 5,543,740 | 4,641,548 |
Operating income | 15,535,817 | 11,972,689 | 5,801,310 |
Loss on extinguishment of debt | (404,119) | (438,507) | 0 |
Loss on extinguishment of related party debt | 0 | 0 | (986,835) |
Interest expense, net | (3,961,617) | (2,995,645) | (2,472,047) |
Interest expense-related party | 0 | 0 | (213,322) |
Change in fair value of put option | 0 | 176,871 | (1,184,408) |
Income before income taxes | 11,170,081 | 8,715,408 | 944,698 |
Income tax expense | 4,287,674 | 3,368,000 | 1,373,562 |
Net (loss) income | $ 6,882,407 | $ 5,347,408 | $ (428,864) |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 0.85 | $ 0.76 | $ (0.08) |
Diluted (in dollars per share) | $ 0.82 | $ 0.73 | $ (0.08) |
Weighted average shares outstanding: | |||
Basic (in shares) | 8,107,637 | 7,079,459 | 5,648,605 |
Diluted (in shares) | 8,399,883 | 7,288,705 | 5,648,605 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid in Capital | Retained Earnings |
Stockholders’ equity, beginning of period at Dec. 29, 2013 | $ 8,102,674 | $ 0 | $ 55,988 | $ 1,065,228 | $ 6,981,458 |
Stockholders’ equity (in shares), beginning of period at Dec. 29, 2013 | 5,598,847 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation (in shares) | 8,800 | ||||
Share-based compensation | 1,193,208 | $ 88 | 1,193,120 | ||
Issuance of shares, net of offering costs (in shares) | 963,750 | ||||
Issuance of shares, net of offering costs | 8,368,744 | $ 9,639 | 8,359,105 | ||
Exercise of common stock options and warrants (shares) | 26,748 | ||||
Exercise of common stock options and warrants | 123,998 | $ 267 | 123,731 | ||
Cash dividends declared | $ (989,722) | (989,722) | |||
Common stock, dividends, per share, declared | $ 0.15 | ||||
Other | $ (6,746) | (6,746) | |||
Net income (loss) | (428,864) | (428,864) | |||
Stockholders’ equity (in shares), end of period at Dec. 28, 2014 | 6,598,145 | ||||
Stockholders’ equity, end of period at Dec. 28, 2014 | 16,363,292 | 0 | $ 65,982 | 10,734,438 | 5,562,872 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 352,881 | 352,881 | |||
Issuance of shares, net of offering costs (in shares) | 636,500 | ||||
Issuance of shares, net of offering costs | 6,334,610 | $ 6,365 | 6,328,245 | ||
Exercise of common stock options and warrants (shares) | 153,310 | ||||
Exercise of common stock options and warrants | 712,772 | $ 1,533 | 711,239 | ||
Cash dividends declared | $ (5,502,684) | (5,502,684) | |||
Common stock, dividends, per share, declared | $ 0.25 | ||||
Retirement of put options | $ 2,320,145 | 2,320,145 | |||
Net income (loss) | 5,347,408 | 5,347,408 | |||
Stockholders’ equity (in shares), end of period at Dec. 27, 2015 | 7,387,955 | ||||
Stockholders’ equity, end of period at Dec. 27, 2015 | 25,928,424 | 0 | $ 73,880 | 20,446,948 | 5,407,596 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 313,988 | 313,988 | |||
Issuance of shares, net of offering costs (in shares) | 1,191,246 | ||||
Issuance of shares, net of offering costs | 15,108,756 | $ 11,912 | 15,096,844 | ||
Exercise of common stock options and warrants (shares) | 89,284 | ||||
Exercise of common stock options and warrants | 285,801 | $ 893 | 284,908 | ||
Cash dividends declared | $ (8,030,922) | (8,030,922) | |||
Common stock, dividends, per share, declared | $ 0.25 | ||||
Net income (loss) | $ 6,882,407 | 6,882,407 | |||
Stockholders’ equity (in shares), end of period at Dec. 25, 2016 | 8,668,485 | ||||
Stockholders’ equity, end of period at Dec. 25, 2016 | $ 40,488,454 | $ 0 | $ 86,685 | $ 36,142,688 | $ 4,259,081 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Cash flows from operating activities | |||
Net income (loss) | $ 6,882,407 | $ 5,347,408 | $ (428,864) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | |||
Depreciation | 486,682 | 338,707 | 181,809 |
Amortization | 6,246,659 | 5,205,033 | 4,459,739 |
Loss (gain) on disposal of property and equipment | 10,192 | 1,380 | (3,112) |
Loss on extinguishment of debt, net | 404,119 | 438,507 | 0 |
Loss on extinguishment of related party debt | 0 | 0 | 986,835 |
Contingent consideration adjustment | (167,393) | 1,001,346 | (666,217) |
Amortization of deferred financing fees | 104,847 | 166,133 | 173,303 |
Amortization of debt discounts | 43,159 | 43,140 | 88,015 |
Interest expense on contingent consideration payable | 1,839,429 | 697,660 | 212,844 |
Paid-in-kind interest | 0 | 166,643 | 0 |
Put option adjustment | 0 | (176,871) | 1,184,408 |
Provision for doubtful accounts | 389,319 | 371,953 | 444,872 |
Share-based compensation | 313,988 | 352,881 | 1,193,208 |
Deferred income taxes | (1,100,663) | (717,373) | (129,448) |
Net changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (1,393,935) | (4,191,615) | 266,289 |
Prepaid expenses | (89,550) | (113,166) | 127,793 |
Other current assets | (20,503) | 112,993 | (156,174) |
Deposits | (424,107) | (345,276) | (653,421) |
Accrued interest | (296,363) | 246,112 | (110,121) |
Accounts payable | (620,523) | 185,334 | (818,620) |
Accrued payroll and expenses | (1,927,592) | 2,981,758 | (919,333) |
Accrued workers’ compensation | (34,322) | (564,838) | 211,053 |
Other current liabilities | (945,382) | (191,988) | 185,072 |
Income taxes payable | (110,750) | 444,165 | (148,759) |
Other long-term liabilities | (55,878) | (8,112) | 0 |
Net cash provided by operating activities | 9,533,840 | 11,791,914 | 5,681,171 |
Cash flows from investing activities | |||
Businesses acquired, net of cash received | 0 | (18,781,091) | 0 |
Capital expenditures | (938,943) | (563,169) | (327,934) |
Proceeds from sale of property and equipment | 7,587 | 1,259 | 5,000 |
Net cash used in investing activities | (931,356) | (19,343,001) | (322,934) |
Cash flows from financing activities | |||
Net borrowings (payments) under line of credit | 7,665,714 | 11,317,000 | (9,521,471) |
Proceeds from issuance of long-term debt | 0 | 15,000,000 | 0 |
Principal payments on long-term debt | (15,281,657) | (17,187,500) | (2,260,694) |
Payments on other current liabilities | (500,000) | (536,488) | (1,000,000) |
Payments of dividends | (8,030,922) | (6,492,406) | 0 |
Net proceeds from issuance of common stock | 15,254,406 | 7,047,382 | 8,492,742 |
Contingent consideration paid | (7,556,162) | (869,545) | (1,017,276) |
Other | 0 | 0 | (6,746) |
Deferred financing costs | (153,863) | (727,356) | (44,792) |
Net cash (used in) provided by financing activities | (8,602,484) | 7,551,087 | (5,358,237) |
Net change in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of year | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 0 | 0 | 0 |
Supplemental cash flow information: | |||
Cash paid for interest | 2,440,757 | 1,463,241 | 2,337,925 |
Cash paid for taxes, net of refunds | 5,500,076 | 3,639,253 | 1,647,576 |
Non-cash transactions: | |||
Prepaid offering costs | 0 | 0 | 227,009 |
Contingent consideration paid through relief of accounts receivable | 0 | 0 | 596,079 |
Dividend declared | 0 | 0 | 989,722 |
Goodwill adjustment | 0 | 0 | 550,751 |
Retirement of put options | 0 | 2,320,145 | 0 |
Leasehold improvements funded by landlord incentives | $ 0 | $ 321,450 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 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 19 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 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 Year The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 25, 2016 , December 27, 2015 and December 28, 2014 , referred to herein as Fiscal years 2016, 2015 and 2014, respectively. Reclassifications Certain reclassifications have been made to the 2014 and 2015 financial statements to conform with the 2016 presentation. Management Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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. Additionally, the valuation of share based compensation option expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. 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 accounts receivables, prepaid expenses, accounts payable, accrued liabilities, 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 December 25, 2016 and December 27, 2015 or revenue for the years ended December 25, 2016 , December 27, 2015 and December 28, 2014 . Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal year 2016 and the related percentage for Fiscal years 2015 and 2014 was generated in the following areas: 2016 2015 2014 Maryland 13 % 4 % — % North Carolina 10 % 11 % 13 % Rhode Island 13 % 17 % 21 % Texas 32 % 41 % 33 % 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 expected 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 for the fiscal years are as follows: 2016 2015 Beginning balance $ 446,548 $ 748,187 Provision for doubtful accounts 389,319 371,953 Amounts written off, net (362,294 ) (673,592 ) Ending balance $ 473,573 $ 446,548 Property and Equipment The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in the states in which it operates, with minimal loss retention for employees in the commercial segment. Under these policies, the Company is required to maintain refundable deposits of $2,476,201 and $2,062,858 , which are included in Deposits the accompanying consolidated balance sheets as of December 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 Fiscal years 2016 , 2015 and 2014 . 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. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in Fiscal years 2016 , 2015 and 2014 . The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including the identifiable intangible asset values. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal years 2016 , 2015 or 2014 . The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. 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 fees 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. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. 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 were 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 start their 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. Advertising The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. Total advertising expense for the Fiscal years 2016 , 2015 and 2014 was $1,255,482 , $841,054 and $623,289 , respectively. 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 (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) 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: December 25, December 27, December 28, Weighted-average number of common shares outstanding: 8,107,637 7,079,459 5,648,605 Effect of dilutive securities: Stock options 258,617 199,596 — Warrants 33,629 9,650 — Weighted-average number of diluted common shares outstanding 8,399,883 7,288,705 5,648,605 Stock options 50,000 21,042 103,860 Warrants 32,250 — 255,652 Anti-dilutive shares 82,250 21,042 359,512 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 net 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 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 and 2014 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU 2014-09, Revenue from Contracts with Customers. Since May 2014, the FASB has issued additional and amended authoritative guidance regarding revenue from contracts with customers in order to clarify and improve the understanding of the implementation guidance. As amended, the new guidance requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The new standard is effective for annual and interim periods beginning after December 15, 2017. Based on our preliminary analysis, the Company does not believe the adoption of this accounting guidance will have a material impact on the Company's financial condition or results of operations. The Company will continue to evaluate the impact of this guidance on the consolidated financial statements and the preliminary assessments are subject to change. In February 2016, the FASB issued 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 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 does not anticipate the adoption of ASU 2016-09 will have a material impact on the Company's financial condition or results of operations. In June 2016, the FASB issued ASU 2016-13 , which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2019, 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. Since the Company currently uses an expected losses from customers method, the Company does not anticipate the adoption of ASU 2016-13 will have a material impact on the Company's financial condition or results of operations. 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 does anticipate the adoption of ASU 2016-15 will have a material impact on the Company's consolidated statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company does not anticipate the adoption of ASU 2017-01 will have a material impact on the Company's financial condition or results of operations. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 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. On June 26, 2015, the Company paid an additional $281,091 for the working capital "true-up". The Company incurred costs of $295,639 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses. The 2015 consolidated statements of operations include the operating results of D&W operations for 44 weeks from the date of acquisition. D&W operations contributed approximately $18.5 million and $19.1 million of revenue for the years ended December 25, 2016 and December 27, 2015 , respectively. The net assets acquired from D&W were assigned to the Professional segment. The acquisition of D&W allows the Company to strengthen and expand its professional operations through finance and accounting personnel. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows: Accounts receivable $ 2,463,724 Property and equipment 22,100 Prepaid expenses and other current assets 3,299 Intangible assets 8,254,000 Goodwill 684,890 Liabilities assumed (611,108 ) Total net assets acquired $ 10,816,905 Cash $ 8,781,091 Fair value of contingent consideration 2,035,814 Total fair value of consideration transferred for acquired business $ 10,816,905 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 250,000 5 years Trade name 4,508,000 Indefinite Customer list 3,496,000 5 years Total $ 8,254,000 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. On February 4, 2016, VTS paid the Company an additional $277,928 for the working capital “true up”. The Company incurred costs of $236,172 related to the acquisition. These costs were expensed as incurred in selling, general and administrative expenses. The 2015 consolidated statements of operations include the operating results of VTS operations for 13 weeks from the date of acquisition. VTS operations contributed approximately $33.5 million and $9.2 million of revenue for the years ended December 25, 2016 and December 27, 2015 , respectively. The assets acquired from VTS were assigned to the Professional segment. The VTS acquisition allows the Company to strengthen and expand its professional operations through additional IT skill sets and geography. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows: Accounts receivable $ 4,010,556 Property and equipment 256,090 Prepaid expenses and other current assets 123,309 Intangible assets 12,988,000 Goodwill 2,095,402 Liabilities assumed (2,420,695 ) Total net assets acquired $ 17,052,662 Cash $ 10,000,000 Working capital due (277,928 ) Fair value of contingent consideration 7,330,590 Total fair value of consideration transferred for acquired business $ 17,052,662 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 100,000 5 years Trade name 3,781,000 Indefinite Customer list 9,107,000 5 years Total $ 12,988,000 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 2014 fiscal year would be as follows (dollars in thousands, except per share amounts): 2015 2014 Revenues $ 245,813 $ 223,745 Gross profit $ 54,977 $ 47,949 Net income $ 6,059 $ 556 Income per share: Basic $ 0.86 $ 0.10 Diluted $ 0.83 $ 0.10 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 38.6% . |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment as of December 25, 2016 and December 27, 2015 consist of the following: 2016 2015 Leasehold improvements $ 532,207 $ 501,205 Furniture and fixtures 761,471 745,420 Computer systems 1,820,848 1,020,797 Vehicles 97,627 80,913 3,212,153 2,348,335 Accumulated depreciation (1,301,295 ) (859,274 ) Property and equipment, net $ 1,910,858 $ 1,489,061 Total depreciation expense for the Fiscal years 2016 , 2015 and 2014 was $486,682 , $338,707 and $181,809 , respectively. |
INTANGIBILE ASSETS
INTANGIBILE ASSETS | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS In May 2014, due to a remarketing launch, the Company noticed significant remaining name recognition and distinctiveness in the Extrinsic and American Partners trade names within the Professional segment and decided to continue their use in operations indefinitely. The trade name assets’ useful lives were changed to indefinite lived intangible assets and were no longer amortized. At December 25, 2016 , these trade names have a remaining unamortized value of $2,537,566 . For the Fiscal years 2016 , 2015 and 2014 , the decrease in amortization expense associated with this change was $768,366 , $794,000 and $529,333 , respectively. The decrease in basic and diluted net income per share associated with this change would have been approximately $0.06 and $0.07 per share in in 2016 and 2015 , respectively, and an increase in basic and diluted net loss per share would have been approximately $0.04 per share in 2014 . Finite and indefinite lived intangible assets consist of the following at: December 25, 2016 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Customer lists $ 38,389,810 $ 27,755,016 $ 10,634,794 Covenant not to compete 1,423,000 1,017,984 405,016 39,812,810 28,773,000 11,039,810 Indefinite lives: Trade names 13,907,000 1,432,434 12,474,566 Total $ 53,719,810 $ 30,205,434 $ 23,514,376 December 27, 2015 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Customer lists $ 38,389,810 $ 21,786,291 $ 16,603,519 Covenant not to compete 1,423,000 740,050 682,950 39,812,810 22,526,341 17,286,469 Indefinite lives: Trade names 13,907,000 1,432,434 12,474,566 Total $ 53,719,810 $ 23,958,775 $ 29,761,035 Estimated future amortization expense for the next five years is as follows: Fiscal Years Ending: 2017 $ 4,780,629 2018 2,647,377 2019 2,279,126 2020 1,332,678 Total $ 11,039,810 Total amortization expense for the Fiscal years 2016 , 2015 and 2014 was $6,246,659 , $5,205,033 and $4,459,739 , respectively. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The changes in the carrying amount of goodwill as of and during the years ended were as follows at: Multifamily Professional Commercial Total Goodwill, December 28, 2014 $ 1,073,755 $ 305,791 $ 5,024,821 $ 6,404,367 Goodwill from acquisitions — 2,780,292 — 2,780,292 Goodwill, December 27, 2015 and December 25, 2016 $ 1,073,755 $ 3,086,083 $ 5,024,821 $ 9,184,659 |
ACCRUED PAYROLL AND EXPENSES, C
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 25, 2016 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES | ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES Accrued payroll and expenses consist of the following at: December 25, December 27, Temporary worker payroll $ 5,547,161 $ 5,667,704 Temporary worker payroll related 2,033,602 1,959,368 Accrued bonuses and commissions 892,742 1,050,495 Other 1,194,970 2,877,301 Accrued payroll and expenses $ 9,668,475 $ 11,554,868 The following is a schedule of future estimated contingent consideration payments to various parties as of December 25, 2016 related to the VTS acqusition: Estimated Cash Payment Discount Net Due date: December 2017 $ 4,250,000 $ (669,439 ) $ 3,580,561 December 2018 2,250,000 (663,676 ) 1,586,324 Contingent consideration $ 6,500,000 $ (1,333,115 ) $ 5,166,885 Other long-term liabilities consisted primarily of deferred rent at December 25, 2016 and December 27, 2015 . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's income tax expense for the fiscal years are comprised of the following: 2016 2015 2014 Current federal income taxes $ 3,570,814 $ 2,874,296 $ 1,401,505 Current state income taxes 1,817,523 1,211,077 101,505 Deferred income taxes (1,100,663 ) (717,373 ) (129,448 ) Income tax expense $ 4,287,674 $ 3,368,000 $ 1,373,562 Significant components of the Company’s deferred income taxes are as follows at: December 25, December 27, Deferred tax assets: Allowance for doubtful accounts $ 155,037 $ 145,156 Goodwill and intangible assets 7,532,321 4,176,365 Workers’ compensation 20,992 143,291 Contingent consideration 1,889,013 4,097,880 Share-based compensation 326,300 300,218 Deferred tax liabilities: Prepaid expenses (348,515 ) (290,576 ) Fixed assets (50,920 ) (148,769 ) Accrued interest (11,773 ) (11,773 ) Deferred income taxes, net $ 9,512,455 $ 8,411,792 The Company utilized all of its net operating loss carry forwards in 2014. The Company believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 25, 2016 or December 27, 2015 . The income tax provision, reconciled to the tax computed at the statutory Federal rate, is as follows: 2016 2015 2014 Tax expense at federal statutory rate of 34% $ 3,797,828 34.0 % $ 2,963,239 34.0 % $ 321,197 34.0 % State income taxes, net of federal benefit 488,498 4.4 % 335,785 3.9 % 133,516 14.1 % Permanent differences and other 26,951 0.2 % 45,175 0.4 % 85,779 9.1 % Extinguishment of debt — — % — — % 191,314 20.2 % Equity related items (25,603 ) (0.2 )% 23,801 0.3 % 531,587 56.3 % Change in initial deferred assets — — % — — % 110,169 11.7 % Income tax expense $ 4,287,674 38.4 % $ 3,368,000 38.6 % $ 1,373,562 145.4 % |
DEBT
DEBT | 12 Months Ended |
Dec. 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 . 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, as administrative and syndication agent, and certain other lender parties, pursuant to a Commitment Increase Agreement, raising the 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. The Company's obligations are secured by a first priority security interest in all assets of the Company. 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, as amended, and $438,507 was recorded as a loss on extinguishment of debt in Fiscal year 2015. Proceeds from the June 2016 common stock issuance (See Note 12) 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 of Fiscal year 2016. On January 29, 2014, the Company amended the senior credit facility with Fifth Third Bank, which provided for a revolving credit facility ("Revolver") of $20.0 million , increased the original principal amount of the term loan facility ("Term Loan A") from $7.1 million to $11.3 million and added $8.0 million of subordinated debt ("Term Loan B"). Borrowings under the Revolver and Term Loan A were partially used to repay the senior subordinated loans with two private lenders and $986,835 was recorded as a loss on the extinguishment of related party debt in the first quarter of Fiscal year 2014. 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 December 25, 2016 and December 27, 2015 , $23.9 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: December 25, December 27, Base Rate $ 8,882,714 4.25 % $ 6,217,000 4.00 % LIBOR 5,000,000 3.95 % 3,000,000 3.57 % LIBOR 5,000,000 3.99 % 4,000,000 3.61 % LIBOR 5,000,000 4.16 % 3,000,000 3.77 % Total $ 23,882,714 $ 16,217,000 Long Term Debt Long-term debt consists of the following at: December 25, December 27, PC Subordinated Debt, principal and compounding deferred interest of 3% per annum due February 21, 2020. Interest is paid quarterly at an annual rate of 10%. $ — $ 15,051,250 Less deferred finance fees — (443,800 ) Long-term debt non-current portion $ — $ 14,607,450 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 December 25, 2016 , the Company was in compliance with these covenants. Maturities on the Revolving Facility as of December 25, 2016 , are as follows: Fiscal Years Ending: 2017 $ — 2018 — 2019 23,882,714 Less deferred finance fees: (264,520 ) Total $ 23,618,194 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 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 December 25, December 27, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 5,166,885 $ 11,047,281 The changes in the Level 3 fair value measurements from December 27, 2015 to December 25, 2016 relate to $1.8 million in accretion, $7.6 million in payments on contingent consideration, and the remaining in total gains included in earnings. The changes in the Level 3 fair value measurements from December 28, 2014 to December 27, 2015 relate to $0.7 million in accretion, $0.9 million in payments on contingent consideration, and $1.0 million in total losses included in earnings. The key inputs in determining the fair value of the contingent consideration as of December 25, 2016 and December 27, 2015 included discount rates ranging from 16% to 22% and management's estimates of future sales volumes and EBITDA. 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 | 12 Months Ended |
Dec. 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. Employment Agreements The CEO’s employment agreement was effective as of December 28, 2015 and continues until December 31, 2018 with successive one-year extensions unless terminated pursuant to its terms. In the event that his employment is terminated by the Company without cause or by him for good reason, he will be entitled to an amount equal to twelve months of base salary, bonus, and the amount of monthly COBRA premiums for he and his dependents, grossed-up for federal income taxes, for eighteen months. Should there be a sale of the Company that results in the termination of his employment or a material adverse change in his duties and responsibilities, he will be entitled to an amount equal to eighteen months of base salary, bonus, and the amount of monthly COBRA premiums for he and his dependents, grossed-up for federal income taxes, for eighteen months. Additionally, he will become 100% vested in any awards outstanding under the 2013 Long-Term Incentive Plan (the "2013 Plan") or similar plan. The COO’s employment agreement was effective as of August 1, 2016 and continues until July 31, 2017 with successive one-year extensions unless terminated pursuant to its terms. In the event that her employment is terminated by the Company without cause or by her for good reason, she will be entitled to an amount equal to six months of base salary and bonus. Should there be a sale of the Company that results in the termination of her employment or a material adverse change in her duties and responsibilities, she will be entitled to an amount equal to twelve months of base salary, bonus, and the amount of monthly COBRA premiums for she and her dependents, grossed-up for federal income taxes, for twelve months. Additionally, she will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. The CFO’s employment agreement was effective as of August 24, 2015 for one year, and remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that his employment is terminated by the Company without cause or by him for good reason, he will be entitled to an amount equal to six months of base salary and bonus. Should there be a sale of the Company that results in the termination of his employment or a material adverse change in his duties and responsibilities, he will be entitled to an amount equal to twelve months of base salary, bonus, and the amount of monthly COBRA premiums for he and his dependents, grossed-up for federal income taxes, for twelve months. Additionally, he will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 25, 2016 | |
Equity [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 an 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, which included a commission of $625,404 paid to Taglich Brothers, Inc. ("Taglich Brothers") the placement co-agent. In connection with the sale, the Company issued to Roth Capital Partners, LLC and Taglich Brothers (and/or their designees), warrants (the “2016 Warrant”) for the purchase of an aggregate of 32,250 shares of common stock. The 2016 Warrant is exercisable, in whole or in part, commencing on a date which is one year after the closing of the offering and expire on the five-year anniversary of the closing, and have an initial exercise price per share of $16.80 . Proceeds were used to pay off existing indebtedness of the Company under the Senior Subordinated Credit Agreement. On May 6, 2015, the Company issued and sold 636,500 shares of common stock, $0.01 par value per share, to various investors in a registered offering for an aggregate gross proceeds of $7,001,500 in cash. The purchase price to the public was $11.00 per share. The newly issued shares constituted approximately 9.6% 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 $667,256 in offering costs, which included a commission of $420,090 paid to Taglich Brothers the placement agent. In December 2014, in a series of transactions, various investors (collectively the “Investors”) joined a Securities Purchase Agreement (the “Purchase Agreement”) with the Company pursuant to which the Company issued and sold 963,750 (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), to the Investors in a private placement for an aggregate purchase price of approximately $9,396,562 in cash. The purchase price for the Shares under the Purchase Agreement was $9.75 per Share. The Shares constituted approximately 17.2% of the total of issued and outstanding shares of Common Stock immediately before the initial execution of the Purchase Agreement and the subsequent closing of the purchase and sale of the Shares thereunder. In connection with the closing of the purchase and sale of the shares, the Company paid to Taglich Brothers, the placement agent, commissions of approximately $751,725 . In connection with the sale, the Company issued to designees of Taglich Brothers, warrants (the “2014 Warrant”) to purchase 96,375 shares of Common Stock. The 2014 Warrant is exercisable at any time commencing on the sixth month anniversary of the issuance date in whole or in part, at an initial exercise price per share of $9.75 , and may be exercised in a cashless exercise. The exercise price and number of shares of Common Stock issuable under the 2014 Warrants are subject to adjustments for stock dividends, splits, combinations and similar events. The 2014 Warrants expire on the fifth anniversary of the date of issuance. The holder of the 2014 Warrant is entitled to the same registration rights provided to the Investors. The proceeds of the sale were used to pay indebtedness under the revolving credit facility. The board of directors has declared or paid the following cash dividends during 2016 and 2015 : Declared Date Record Date Distribution Date Dividend per Share Amount Paid December 19, 2014 December 31, 2014 January 30, 2015 $0.15 $ 989,722 May 1, 2015 May 11, 2015 May 25, 2015 $0.25 1,811,161 June 18, 2015 July 20, 2015 July 31, 2015 $0.25 1,844,868 October 27, 2015 November 9, 2015 November 20, 2015 $0.25 1,846,655 Total $ 6,492,406 January 26, 2016 February 8, 2016 February 19, 2016 $0.25 $ 1,846,989 April 28, 2016 May 9, 2016 May 16, 2016 $0.25 1,849,691 July 26, 2016 August 8, 2016 August 15, 2016 $0.25 2,167,121 October 19, 2016 October 31, 2016 November 7, 2016 $0.25 2,167,121 Total $ 8,030,922 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 25, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock Issued On June 24, 2014, under the 2013 Plan, the board of directors authorized and the Company issued a total of 8,800 shares of stock to all the current Company’s employees. For the year ended 2014, the Company recognized $65,120 of compensation expense related to the stock issuance. Stock Options In December 2013, the board of directors adopted the 2013 Plan. Under the 2013 Plan employees, directors and consultants of the Company may receive incentive stock options and other awards. A total of 900,000 shares of common stock of BG Staffing, Inc. were initially reserved for issuance pursuant to the 2013 Plan. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock hereunder, such shares shall again be available for issuance under the 2013 Plan. The term of each option shall be determined by the board of directors but shall not exceed 10 years. Unless otherwise specified in an option agreement, options shall vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value. The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatility of similar entities whose share prices are publicly available. The volatilities of those entities will continue to be considered unless circumstances change such that the identified entities are no longer similar to the Company or until there is sufficient information available to utilize the Company’s own stock volatility. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate employee termination within the valuation model; separate groups of employees that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. For the years ended 2016 , 2015 and 2014 , the Company recognized $313,988 , $346,358 and $1,017,675 of compensation expense related to stock awards, respectively. Unamortized share-based compensation expense as of December 25, 2016 amounted to $534,877 which is expected to be recognized over the next 2.4 years . The following assumptions were used to estimate the fair value of share options for the years ended: 2016 2015 2014 Weighted-average fair value of options $ 4.05 $ 1.83 $ 2.84 Weighted-average risk-free interest rate 1.1 % 1.5 % 1.3 % Weighted-average dividend yield $ 1.00 $ 1.00 $ — Weighted-average volatility factor 43.2 % 43.2 % 49.0 % Weighted-average expected life 6.0 yrs 6.0 yrs 5.6 yrs 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 29, 2013 — $ — 0.0 $ — Granted 596,363 $ 6.51 Exercised (8,290 ) $ 6.25 Forfeited / Canceled (2,607 ) $ 6.25 Options outstanding at December 28, 2014 585,466 $ 6.52 9.1 $ 3,204 Granted 286,000 $ 11.03 Exercised (50,800 ) $ 6.66 Forfeited / Canceled (45,000 ) $ 6.25 Options outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 Exercised (103,055 ) $ 6.91 Forfeited / Canceled (44,200 ) $ 9.94 Options outstanding at December 25, 2016 678,411 $ 8.95 7.8 $ 4,511 Options exercisable at December 27, 2015 377,666 $ 7.30 8.3 $ 2,889 Options exercisable at December 25, 2016 395,911 $ 8.01 7.6 $ 2,965 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 398,000 $ 2.34 Nonvested outstanding at December 25, 2016 282,500 $ 2.57 For the years ended 2016 , 2015 and 2014 , the Company issued 55,974 , -0- and 8,290 shares of common stock upon the cashless exercise of 87,655 , -0- and 8,290 stock options, respectively. As of March 6, 2017 , a total of 759,912 shares remain available for issuance under the 2013 Plan. Warrant Activity For the years ended 2016 , 2015 and 2014 , the Company recognized $-0- , $6,523 and $110,413 of compensation cost related to warrants, respectively. There is no unamortized stock compensation expense as of December 25, 2016 . The following assumptions were used to estimate the fair value of warrants for the years ended: 2016 2015 2014 Weighted-average fair value of warrants $ 2.48 $ 2.43 $ 3.05 Weighted-average risk-free interest rate 0.6 % 0.9 % 0.6 % Weighted-average dividend yield $ 1.00 $ 1.00 $ 0.35 Weighted-average volatility factor 43.2 % 49.0 % 49.0 % Weighted-average expected life 3.0 yrs 5.0 yrs 4.1 yrs 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 Warrants (in thousands) Warrants outstanding at December 29, 2013 224,205 $ 7.08 2.6 $ — Granted 121,375 $ 9.80 Exercised (18,458 ) $ 4.51 Expired (300 ) $ 4.51 Warrants exercisable at December 28, 2014 326,822 $ 8.24 2.9 $ 1,226 Granted 77,970 $ 11.85 Exercised (102,510 ) $ 4.68 Expired (168,449 ) $ 10.85 Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 Exercised (42,099 ) $ 11.42 Expired — $ — Warrants outstanding at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Warrants exercisable at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Warrants exercisable at December 25, 2016 91,734 $ 9.65 2.2 $ 532 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 — $ — Nonvested outstanding at December 25, 2016 32,250 $ — For the years ended 2016 , 2015 and 2014 , the Company issued 17,910 , 102,510 and 18,458 shares of common stock upon the cashless exercise of 42,099 , 102,510 and 18,458 warrants, respectively. The intrinsic value in the table above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options 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. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 25, 2016 | |
Leases, Operating [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company is a party to leases for its facilities, expiring at various dates through fiscal year 2022 . Total rental expense charged to operations amounted to $1,283,142 , $1,008,987 and $905,333 for Fiscal years 2016 , 2015 and 2014 , respectively. The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 25, 2016 : Fiscal Years Ending: 2017 $ 1,195,652 2018 741,289 2019 641,560 2020 424,356 2021 139,804 Thereafter 7,059 Total $ 3,149,720 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 25, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Through equity ownership in BG Staffing, Inc., the Company is affiliated with multiple investors. Two of these investors were private lenders that also held the senior subordinated loans (see Note 9), which were repaid on January 29, 2014. The Company recorded $986,835 as a loss on extinguishment of related party debt and related party interest expense of $213,322 for the year ended December 28, 2014 . Some of our investors are also principals of Taglich Brothers. The Company paid fees to Taglich Brothers related to three equity transactions in 2014, 2015, and 2016 (see Note 12). |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 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 $819,186 , $257,314 and $200,562 to the 401(k) Plan for Fiscal years 2016 , 2015 and 2014 , respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 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 19 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. The Company provides services through 52 branch offices and 17 on-site locations in 22 states to customers primarily within the United States of America. 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: 2016 2015 2014 Revenue: Multifamily $ 57,995,271 $ 43,196,739 $ 34,348,562 Professional 107,037,382 86,711,561 56,578,977 Commercial 88,819,561 87,625,556 81,883,012 Total $ 253,852,214 $ 217,533,856 $ 172,810,551 Depreciation: Multifamily $ 60,818 $ 45,717 $ 25,039 Professional 154,447 80,674 24,224 Commercial 92,701 92,750 75,199 Corporate 178,716 119,566 57,347 Total $ 486,682 $ 338,707 $ 181,809 Amortization: Multifamily $ 62,847 $ 150,833 $ 150,833 Professional 5,725,711 4,357,018 3,343,468 Commercial 458,101 697,182 965,438 Corporate — — — Total $ 6,246,659 $ 5,205,033 $ 4,459,739 Operating income: Multifamily $ 8,781,822 $ 6,021,124 $ 4,017,625 Professional 6,385,934 5,997,646 2,069,507 Commercial 5,717,240 5,386,764 4,251,962 Corporate - selling (99,242 ) — — Corporate - general and administrative (5,249,937 ) (5,432,845 ) (4,537,784 ) Total $ 15,535,817 $ 11,972,689 $ 5,801,310 Capital Expenditures: Multifamily $ 228,153 $ 88,053 $ 28,270 Professional 103,864 151,753 86,927 Commercial 98,077 148,913 78,309 Corporate 508,849 174,450 134,428 Total $ 938,943 $ 563,169 $ 327,934 Total Assets: Multifamily $ 9,320,335 $ 7,394,459 Professional 39,548,308 46,750,518 Commercial 21,574,855 20,820,483 Corporate 10,770,636 9,434,097 Total $ 81,214,134 $ 84,399,557 |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 25, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 59,550,986 $ 62,615,014 $ 67,407,350 $ 64,278,864 $ 253,852,214 Gross Profit $ 13,346,630 $ 15,184,525 $ 16,431,888 $ 15,110,323 $ 60,073,366 Loss on extinguishment of debt $ — $ (404,119 ) $ — $ — $ (404,119 ) Income before income taxes $ 1,382,504 $ 2,283,688 $ 3,764,628 $ 3,739,261 $ 11,170,081 Net income $ 833,138 $ 1,397,481 $ 2,347,855 $ 2,303,933 $ 6,882,407 Net income per share: Basic $ 0.11 $ 0.18 $ 0.27 $ 0.27 $ 0.85 Diluted $ 0.11 $ 0.17 $ 0.26 $ 0.26 $ 0.82 Weighted-average shares outstanding: Basic 7,388,536 7,711,050 8,658,061 8,668,485 8,107,637 Diluted 7,646,726 8,052,996 9,028,398 8,930,542 8,399,883 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 40,884,144 $ 49,781,392 $ 60,170,823 $ 66,697,497 $ 217,533,856 Gross Profit $ 8,341,022 $ 10,865,918 $ 13,855,513 $ 14,844,253 $ 47,906,706 Loss on extinguishment of debt $ — $ — $ (438,507 ) $ — $ (438,507 ) Change in fair value of put option $ (21,089 ) $ 190,470 $ (102,821 ) $ 110,311 $ 176,871 Income (loss) before income taxes $ 311,196 $ 2,308,405 $ 3,656,011 $ 2,439,796 $ 8,715,408 Net income (loss) $ 164,236 $ 1,462,006 $ 2,214,678 $ 1,506,488 $ 5,347,408 Net income (loss) per share: Basic $ 0.02 $ 0.21 $ 0.30 $ 0.20 $ 0.76 Diluted $ 0.02 $ 0.20 $ 0.29 $ 0.20 $ 0.73 Weighted-average shares outstanding: Basic 6,598,145 6,978,414 7,359,632 7,383,346 7,079,459 Diluted 6,935,949 7,270,157 7,573,530 7,645,844 7,288,705 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 25, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 24, 2017 , 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 February 20, 2017 to all shareholders of record as of the close of business on February 13, 2017 . |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 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 Year The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 25, 2016 , December 27, 2015 and December 28, 2014 , referred to herein as Fiscal years 2016, 2015 and 2014, respectively. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2014 and 2015 financial statements to conform with the 2016 presentation. |
Management Estimates | Management Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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. Additionally, the valuation of share based compensation option expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. |
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 accounts receivables, prepaid expenses, accounts payable, accrued liabilities, 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 expected 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 The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. |
Deposits | Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in the states in which it operates, with minimal loss retention for employees in the commercial segment. Under these policies, the Company is required to maintain refundable deposits of $2,476,201 and $2,062,858 , which are included in Deposits the accompanying consolidated balance sheets as of December 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 Fiscal years 2016 , 2015 and 2014 . |
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. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs were used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company determined that there were no impairment indicators for these assets in Fiscal years 2016 , 2015 and 2014 . The Company annually evaluates the remaining useful lives of the above intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Goodwill | Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including the identifiable intangible asset values. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal years 2016 , 2015 or 2014 . The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. |
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 fees 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. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. |
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 were 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 start their 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. |
Advertising | Advertising The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. |
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 (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) 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 net 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 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 and 2014 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU 2014-09, Revenue from Contracts with Customers. Since May 2014, the FASB has issued additional and amended authoritative guidance regarding revenue from contracts with customers in order to clarify and improve the understanding of the implementation guidance. As amended, the new guidance requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The new standard is effective for annual and interim periods beginning after December 15, 2017. Based on our preliminary analysis, the Company does not believe the adoption of this accounting guidance will have a material impact on the Company's financial condition or results of operations. The Company will continue to evaluate the impact of this guidance on the consolidated financial statements and the preliminary assessments are subject to change. In February 2016, the FASB issued 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 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 does not anticipate the adoption of ASU 2016-09 will have a material impact on the Company's financial condition or results of operations. In June 2016, the FASB issued ASU 2016-13 , which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2019, 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. Since the Company currently uses an expected losses from customers method, the Company does not anticipate the adoption of ASU 2016-13 will have a material impact on the Company's financial condition or results of operations. 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 does anticipate the adoption of ASU 2016-15 will have a material impact on the Company's consolidated statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company does not anticipate the adoption of ASU 2017-01 will have a material impact on the Company's financial condition or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal year 2016 and the related percentage for Fiscal years 2015 and 2014 was generated in the following areas: 2016 2015 2014 Maryland 13 % 4 % — % North Carolina 10 % 11 % 13 % Rhode Island 13 % 17 % 21 % Texas 32 % 41 % 33 % |
Summary of Valuation Allowance | Changes in the allowance for doubtful accounts for the fiscal years are as follows: 2016 2015 Beginning balance $ 446,548 $ 748,187 Provision for doubtful accounts 389,319 371,953 Amounts written off, net (362,294 ) (673,592 ) Ending balance $ 473,573 $ 446,548 |
Schedule of Weighted Average Number of Shares | 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: December 25, December 27, December 28, Weighted-average number of common shares outstanding: 8,107,637 7,079,459 5,648,605 Effect of dilutive securities: Stock options 258,617 199,596 — Warrants 33,629 9,650 — Weighted-average number of diluted common shares outstanding 8,399,883 7,288,705 5,648,605 |
Schedule of Securities excluded from Calculation of Earnings (loss) per Share | Stock options 50,000 21,042 103,860 Warrants 32,250 — 255,652 Anti-dilutive shares 82,250 21,042 359,512 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
D&W Talent, LLC | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows: Accounts receivable $ 2,463,724 Property and equipment 22,100 Prepaid expenses and other current assets 3,299 Intangible assets 8,254,000 Goodwill 684,890 Liabilities assumed (611,108 ) Total net assets acquired $ 10,816,905 Cash $ 8,781,091 Fair value of contingent consideration 2,035,814 Total fair value of consideration transferred for acquired business $ 10,816,905 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 250,000 5 years Trade name 4,508,000 Indefinite Customer list 3,496,000 5 years Total $ 8,254,000 |
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 4,010,556 Property and equipment 256,090 Prepaid expenses and other current assets 123,309 Intangible assets 12,988,000 Goodwill 2,095,402 Liabilities assumed (2,420,695 ) Total net assets acquired $ 17,052,662 Cash $ 10,000,000 Working capital due (277,928 ) Fair value of contingent consideration 7,330,590 Total fair value of consideration transferred for acquired business $ 17,052,662 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 100,000 5 years Trade name 3,781,000 Indefinite Customer list 9,107,000 5 years Total $ 12,988,000 |
D&W Talent, LLC, Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |
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 2014 fiscal year would be as follows (dollars in thousands, except per share amounts): 2015 2014 Revenues $ 245,813 $ 223,745 Gross profit $ 54,977 $ 47,949 Net income $ 6,059 $ 556 Income per share: Basic $ 0.86 $ 0.10 Diluted $ 0.83 $ 0.10 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment as of December 25, 2016 and December 27, 2015 consist of the following: 2016 2015 Leasehold improvements $ 532,207 $ 501,205 Furniture and fixtures 761,471 745,420 Computer systems 1,820,848 1,020,797 Vehicles 97,627 80,913 3,212,153 2,348,335 Accumulated depreciation (1,301,295 ) (859,274 ) Property and equipment, net $ 1,910,858 $ 1,489,061 |
INTANGIBILE ASSETS (Tables)
INTANGIBILE ASSETS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Finite and indefinite lived intangible assets consist of the following at: December 25, 2016 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Customer lists $ 38,389,810 $ 27,755,016 $ 10,634,794 Covenant not to compete 1,423,000 1,017,984 405,016 39,812,810 28,773,000 11,039,810 Indefinite lives: Trade names 13,907,000 1,432,434 12,474,566 Total $ 53,719,810 $ 30,205,434 $ 23,514,376 December 27, 2015 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Customer lists $ 38,389,810 $ 21,786,291 $ 16,603,519 Covenant not to compete 1,423,000 740,050 682,950 39,812,810 22,526,341 17,286,469 Indefinite lives: Trade names 13,907,000 1,432,434 12,474,566 Total $ 53,719,810 $ 23,958,775 $ 29,761,035 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for the next five years is as follows: Fiscal Years Ending: 2017 $ 4,780,629 2018 2,647,377 2019 2,279,126 2020 1,332,678 Total $ 11,039,810 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill as of and during the years ended were as follows at: Multifamily Professional Commercial Total Goodwill, December 28, 2014 $ 1,073,755 $ 305,791 $ 5,024,821 $ 6,404,367 Goodwill from acquisitions — 2,780,292 — 2,780,292 Goodwill, December 27, 2015 and December 25, 2016 $ 1,073,755 $ 3,086,083 $ 5,024,821 $ 9,184,659 |
ACCRUED PAYROLL AND EXPENSES,32
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued payroll and expenses consist of the following at: December 25, December 27, Temporary worker payroll $ 5,547,161 $ 5,667,704 Temporary worker payroll related 2,033,602 1,959,368 Accrued bonuses and commissions 892,742 1,050,495 Other 1,194,970 2,877,301 Accrued payroll and expenses $ 9,668,475 $ 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 December 25, 2016 related to the VTS acqusition: Estimated Cash Payment Discount Net Due date: December 2017 $ 4,250,000 $ (669,439 ) $ 3,580,561 December 2018 2,250,000 (663,676 ) 1,586,324 Contingent consideration $ 6,500,000 $ (1,333,115 ) $ 5,166,885 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company's income tax expense for the fiscal years are comprised of the following: 2016 2015 2014 Current federal income taxes $ 3,570,814 $ 2,874,296 $ 1,401,505 Current state income taxes 1,817,523 1,211,077 101,505 Deferred income taxes (1,100,663 ) (717,373 ) (129,448 ) Income tax expense $ 4,287,674 $ 3,368,000 $ 1,373,562 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes are as follows at: December 25, December 27, Deferred tax assets: Allowance for doubtful accounts $ 155,037 $ 145,156 Goodwill and intangible assets 7,532,321 4,176,365 Workers’ compensation 20,992 143,291 Contingent consideration 1,889,013 4,097,880 Share-based compensation 326,300 300,218 Deferred tax liabilities: Prepaid expenses (348,515 ) (290,576 ) Fixed assets (50,920 ) (148,769 ) Accrued interest (11,773 ) (11,773 ) Deferred income taxes, net $ 9,512,455 $ 8,411,792 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision, reconciled to the tax computed at the statutory Federal rate, is as follows: 2016 2015 2014 Tax expense at federal statutory rate of 34% $ 3,797,828 34.0 % $ 2,963,239 34.0 % $ 321,197 34.0 % State income taxes, net of federal benefit 488,498 4.4 % 335,785 3.9 % 133,516 14.1 % Permanent differences and other 26,951 0.2 % 45,175 0.4 % 85,779 9.1 % Extinguishment of debt — — % — — % 191,314 20.2 % Equity related items (25,603 ) (0.2 )% 23,801 0.3 % 531,587 56.3 % Change in initial deferred assets — — % — — % 110,169 11.7 % Income tax expense $ 4,287,674 38.4 % $ 3,368,000 38.6 % $ 1,373,562 145.4 % |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the Revolving Facility bore interest as follows: December 25, December 27, Base Rate $ 8,882,714 4.25 % $ 6,217,000 4.00 % LIBOR 5,000,000 3.95 % 3,000,000 3.57 % LIBOR 5,000,000 3.99 % 4,000,000 3.61 % LIBOR 5,000,000 4.16 % 3,000,000 3.77 % Total $ 23,882,714 $ 16,217,000 |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following at: December 25, December 27, PC Subordinated Debt, principal and compounding deferred interest of 3% per annum due February 21, 2020. Interest is paid quarterly at an annual rate of 10%. $ — $ 15,051,250 Less deferred finance fees — (443,800 ) Long-term debt non-current portion $ — $ 14,607,450 |
Schedule of Maturities of Long-term Debt | Maturities on the Revolving Facility as of December 25, 2016 , are as follows: Fiscal Years Ending: 2017 $ — 2018 — 2019 23,882,714 Less deferred finance fees: (264,520 ) Total $ 23,618,194 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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 December 25, December 27, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 5,166,885 $ 11,047,281 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Equity [Abstract] | |
Dividends Declared | The board of directors has declared or paid the following cash dividends during 2016 and 2015 : Declared Date Record Date Distribution Date Dividend per Share Amount Paid December 19, 2014 December 31, 2014 January 30, 2015 $0.15 $ 989,722 May 1, 2015 May 11, 2015 May 25, 2015 $0.25 1,811,161 June 18, 2015 July 20, 2015 July 31, 2015 $0.25 1,844,868 October 27, 2015 November 9, 2015 November 20, 2015 $0.25 1,846,655 Total $ 6,492,406 January 26, 2016 February 8, 2016 February 19, 2016 $0.25 $ 1,846,989 April 28, 2016 May 9, 2016 May 16, 2016 $0.25 1,849,691 July 26, 2016 August 8, 2016 August 15, 2016 $0.25 2,167,121 October 19, 2016 October 31, 2016 November 7, 2016 $0.25 2,167,121 Total $ 8,030,922 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Valuation Assumptions Used For Stock Options | The following assumptions were used to estimate the fair value of share options for the years ended: 2016 2015 2014 Weighted-average fair value of options $ 4.05 $ 1.83 $ 2.84 Weighted-average risk-free interest rate 1.1 % 1.5 % 1.3 % Weighted-average dividend yield $ 1.00 $ 1.00 $ — Weighted-average volatility factor 43.2 % 43.2 % 49.0 % Weighted-average expected life 6.0 yrs 6.0 yrs 5.6 yrs |
Stock Option 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 29, 2013 — $ — 0.0 $ — Granted 596,363 $ 6.51 Exercised (8,290 ) $ 6.25 Forfeited / Canceled (2,607 ) $ 6.25 Options outstanding at December 28, 2014 585,466 $ 6.52 9.1 $ 3,204 Granted 286,000 $ 11.03 Exercised (50,800 ) $ 6.66 Forfeited / Canceled (45,000 ) $ 6.25 Options outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 Exercised (103,055 ) $ 6.91 Forfeited / Canceled (44,200 ) $ 9.94 Options outstanding at December 25, 2016 678,411 $ 8.95 7.8 $ 4,511 Options exercisable at December 27, 2015 377,666 $ 7.30 8.3 $ 2,889 Options exercisable at December 25, 2016 395,911 $ 8.01 7.6 $ 2,965 |
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 December 25, 2016 282,500 $ 2.57 |
Valuation Assumptions For Warrants | The following assumptions were used to estimate the fair value of warrants for the years ended: 2016 2015 2014 Weighted-average fair value of warrants $ 2.48 $ 2.43 $ 3.05 Weighted-average risk-free interest rate 0.6 % 0.9 % 0.6 % Weighted-average dividend yield $ 1.00 $ 1.00 $ 0.35 Weighted-average volatility factor 43.2 % 49.0 % 49.0 % Weighted-average expected life 3.0 yrs 5.0 yrs 4.1 yrs |
Warrant 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 Warrants (in thousands) Warrants outstanding at December 29, 2013 224,205 $ 7.08 2.6 $ — Granted 121,375 $ 9.80 Exercised (18,458 ) $ 4.51 Expired (300 ) $ 4.51 Warrants exercisable at December 28, 2014 326,822 $ 8.24 2.9 $ 1,226 Granted 77,970 $ 11.85 Exercised (102,510 ) $ 4.68 Expired (168,449 ) $ 10.85 Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 Exercised (42,099 ) $ 11.42 Expired — $ — Warrants outstanding at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Warrants exercisable at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Warrants exercisable at December 25, 2016 91,734 $ 9.65 2.2 $ 532 |
Schedule of Nonvested Warrant Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2015 — $ — Nonvested outstanding at December 25, 2016 32,250 $ — |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 25, 2016 : Fiscal Years Ending: 2017 $ 1,195,652 2018 741,289 2019 641,560 2020 424,356 2021 139,804 Thereafter 7,059 Total $ 3,149,720 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 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: 2016 2015 2014 Revenue: Multifamily $ 57,995,271 $ 43,196,739 $ 34,348,562 Professional 107,037,382 86,711,561 56,578,977 Commercial 88,819,561 87,625,556 81,883,012 Total $ 253,852,214 $ 217,533,856 $ 172,810,551 Depreciation: Multifamily $ 60,818 $ 45,717 $ 25,039 Professional 154,447 80,674 24,224 Commercial 92,701 92,750 75,199 Corporate 178,716 119,566 57,347 Total $ 486,682 $ 338,707 $ 181,809 Amortization: Multifamily $ 62,847 $ 150,833 $ 150,833 Professional 5,725,711 4,357,018 3,343,468 Commercial 458,101 697,182 965,438 Corporate — — — Total $ 6,246,659 $ 5,205,033 $ 4,459,739 Operating income: Multifamily $ 8,781,822 $ 6,021,124 $ 4,017,625 Professional 6,385,934 5,997,646 2,069,507 Commercial 5,717,240 5,386,764 4,251,962 Corporate - selling (99,242 ) — — Corporate - general and administrative (5,249,937 ) (5,432,845 ) (4,537,784 ) Total $ 15,535,817 $ 11,972,689 $ 5,801,310 Capital Expenditures: Multifamily $ 228,153 $ 88,053 $ 28,270 Professional 103,864 151,753 86,927 Commercial 98,077 148,913 78,309 Corporate 508,849 174,450 134,428 Total $ 938,943 $ 563,169 $ 327,934 Total Assets: Multifamily $ 9,320,335 $ 7,394,459 Professional 39,548,308 46,750,518 Commercial 21,574,855 20,820,483 Corporate 10,770,636 9,434,097 Total $ 81,214,134 $ 84,399,557 |
QUARTERLY FINANCIAL DATA (UNA40
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 25, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 59,550,986 $ 62,615,014 $ 67,407,350 $ 64,278,864 $ 253,852,214 Gross Profit $ 13,346,630 $ 15,184,525 $ 16,431,888 $ 15,110,323 $ 60,073,366 Loss on extinguishment of debt $ — $ (404,119 ) $ — $ — $ (404,119 ) Income before income taxes $ 1,382,504 $ 2,283,688 $ 3,764,628 $ 3,739,261 $ 11,170,081 Net income $ 833,138 $ 1,397,481 $ 2,347,855 $ 2,303,933 $ 6,882,407 Net income per share: Basic $ 0.11 $ 0.18 $ 0.27 $ 0.27 $ 0.85 Diluted $ 0.11 $ 0.17 $ 0.26 $ 0.26 $ 0.82 Weighted-average shares outstanding: Basic 7,388,536 7,711,050 8,658,061 8,668,485 8,107,637 Diluted 7,646,726 8,052,996 9,028,398 8,930,542 8,399,883 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 40,884,144 $ 49,781,392 $ 60,170,823 $ 66,697,497 $ 217,533,856 Gross Profit $ 8,341,022 $ 10,865,918 $ 13,855,513 $ 14,844,253 $ 47,906,706 Loss on extinguishment of debt $ — $ — $ (438,507 ) $ — $ (438,507 ) Change in fair value of put option $ (21,089 ) $ 190,470 $ (102,821 ) $ 110,311 $ 176,871 Income (loss) before income taxes $ 311,196 $ 2,308,405 $ 3,656,011 $ 2,439,796 $ 8,715,408 Net income (loss) $ 164,236 $ 1,462,006 $ 2,214,678 $ 1,506,488 $ 5,347,408 Net income (loss) per share: Basic $ 0.02 $ 0.21 $ 0.30 $ 0.20 $ 0.76 Diluted $ 0.02 $ 0.20 $ 0.29 $ 0.20 $ 0.73 Weighted-average shares outstanding: Basic 6,598,145 6,978,414 7,359,632 7,383,346 7,079,459 Diluted 6,935,949 7,270,157 7,573,530 7,645,844 7,288,705 |
NATURE OF OPERATIONS NATURE OF
NATURE OF OPERATIONS NATURE OF OPERATIONS (Details Textual) (Details) | 12 Months Ended |
Dec. 25, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Revenue from External Customers by Geographic Areas) (Details) - Sales Revenue, Net - Credit Concentration Risk | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Maryland | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 13.00% | 4.00% | 0.00% |
North Carolina | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 10.00% | 11.00% | 13.00% |
Rhode Island | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 13.00% | 17.00% | 21.00% |
Texas | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 32.00% | 41.00% | 33.00% |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Changes in the Allowance for Doubtful Accounts) (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance at the beginning of the period | $ 446,548 | $ 748,187 | |
Provision for doubtful accounts | 389,319 | 371,953 | $ 444,872 |
Accounts written off | (362,294) | (673,592) | |
Allowance at the end of the period | $ 473,573 | $ 446,548 | $ 748,187 |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Fiscal period, length | 364 days | 364 days | 364 days |
Deposits | $ 2,476,201 | $ 2,062,858 | |
Goodwill, impairment loss | 0 | 0 | $ 0 |
Advertising expense | $ 1,255,482 | $ 841,054 | $ 623,289 |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Finite-lived intangible asset, useful life | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Finite-lived intangible asset, useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Weighted Average Number of Shares) (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Weighted-average number of basic common shares outstanding | 8,668,485 | 8,658,061 | 7,711,050 | 7,388,536 | 7,383,346 | 7,359,632 | 6,978,414 | 6,598,145 | 8,107,637 | 7,079,459 | 5,648,605 |
Weighted-average number of diluted common shares outstanding | 8,930,542 | 9,028,398 | 8,052,996 | 7,646,726 | 7,645,844 | 7,573,530 | 7,270,157 | 6,935,949 | 8,399,883 | 7,288,705 | 5,648,605 |
Employee Stock Option | |||||||||||
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Effect of dilutive securities (in shares) | 258,617 | 199,596 | 0 | ||||||||
Warrant | |||||||||||
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Effect of dilutive securities (in shares) | 33,629 | 9,650 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 82,250 | 21,042 | 359,512 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 50,000 | 21,042 | 103,860 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 32,250 | 0 | 255,652 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Feb. 04, 2016 | Sep. 28, 2015 | Jun. 26, 2015 | Feb. 23, 2015 | Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | Nov. 30, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||
Revenues | $ 64,278,864 | $ 67,407,350 | $ 62,615,014 | $ 59,550,986 | $ 66,697,497 | $ 60,170,823 | $ 49,781,392 | $ 40,884,144 | $ 253,852,214 | $ 217,533,856 | $ 172,810,551 | |||||
Effective tax rate for pro forma adjustments | 38.40% | 38.60% | 145.40% | |||||||||||||
D&W Talent, LLC | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, effective date of acquisition | Feb. 23, 2015 | |||||||||||||||
Payments to acquire businesses, gross | $ 8,500,000 | |||||||||||||||
Business combination of contingent consideration | $ 3,500,000 | |||||||||||||||
Period of contingent performance | 3 years | |||||||||||||||
Fair value of contingent consideration | $ 2,035,814 | $ 3,500,000 | ||||||||||||||
Period for true-up of acquired working capital | 120 days | |||||||||||||||
Adjustment to business acquisitions | $ 281,091 | |||||||||||||||
Business combination, acquisition related costs | $ 295,639 | |||||||||||||||
Revenues | $ 18,500,000 | $ 19,100,000 | ||||||||||||||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, effective date of acquisition | Sep. 28, 2015 | |||||||||||||||
Payments to acquire businesses, gross | $ 10,000,000 | |||||||||||||||
Business combination of contingent consideration | $ 10,750,000 | |||||||||||||||
Period of contingent performance | 3 years | |||||||||||||||
Fair value of contingent consideration | $ 7,330,590 | |||||||||||||||
Period for true-up of acquired working capital | 120 days | |||||||||||||||
Adjustment to business acquisitions | $ 277,928 | |||||||||||||||
Business combination, acquisition related costs | $ 236,172 | |||||||||||||||
Revenues | $ 33,500,000 | $ 9,200,000 | ||||||||||||||
Pro Forma | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Effective tax rate for pro forma adjustments | 38.60% | |||||||||||||||
Revolving Credit Facility | Pro Forma | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Line of credit facility, rate on additional borrowings | 3.75% |
ACQUISITIONS (Schedule of Recog
ACQUISITIONS (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Sep. 28, 2015 | Feb. 23, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Nov. 30, 2015 | Dec. 28, 2014 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 9,184,659 | $ 9,184,659 | $ 6,404,367 | |||
D&W Talent, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 2,463,724 | |||||
Property and equipment | 22,100 | |||||
Prepaid expenses and other current assets | 3,299 | |||||
Intangible assets | 8,254,000 | 8,254,000 | ||||
Goodwill | 684,890 | |||||
Liabilities assumed | (611,108) | |||||
Total net assets acquired | 10,816,905 | |||||
Cash | 8,781,091 | |||||
Fair value of contingent consideration | 2,035,814 | $ 3,500,000 | ||||
Total fair value of consideration transferred for acquired business | $ 10,816,905 | |||||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 4,010,556 | |||||
Property and equipment | 256,090 | |||||
Prepaid expenses and other current assets | 123,309 | |||||
Intangible assets | 12,988,000 | $ 12,988,000 | ||||
Goodwill | 2,095,402 | |||||
Liabilities assumed | (2,420,695) | |||||
Total net assets acquired | 17,052,662 | |||||
Cash | 10,000,000 | |||||
Working capital due | (277,928) | |||||
Fair value of contingent consideration | 7,330,590 | |||||
Total fair value of consideration transferred for acquired business | $ 17,052,662 |
ACQUISITIONS (Allocation of Int
ACQUISITIONS (Allocation of Intangible Assets) (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Sep. 28, 2015 | Feb. 23, 2015 | |
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 12,988,000 | $ 12,988,000 | |
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 100,000 | ||
Finite-lived intangible asset, useful life | 5 years | ||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 3,781,000 | ||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | Customer lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 9,107,000 | ||
Finite-lived intangible asset, useful life | 5 years | ||
D&W Talent, LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 8,254,000 | $ 8,254,000 | |
D&W Talent, LLC | Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 250,000 | ||
Finite-lived intangible asset, useful life | 5 years | ||
D&W Talent, LLC | Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 4,508,000 | ||
D&W Talent, LLC | Customer lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 3,496,000 | ||
Finite-lived intangible asset, useful life | 5 years |
ACQUISITIONS (Pro Forma Informa
ACQUISITIONS (Pro Forma Information) (Details) - D&W Talent, LLC, Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 27, 2015 | Dec. 28, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 245,813 | $ 223,745 |
Gross profit | 54,977 | 47,949 |
Net income | $ 6,059 | $ 556 |
Net income (loss) per share: | ||
Basic (in dollar per share) | $ 0.86 | $ 0.10 |
Diluted (in dollar per share) | $ 0.83 | $ 0.10 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property, Plant and Equipment) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,212,153 | $ 2,348,335 |
Accumulated depreciation | (1,301,295) | (859,274) |
Property and equipment, net | 1,910,858 | 1,489,061 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 532,207 | 501,205 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 761,471 | 745,420 |
Computer systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,820,848 | 1,020,797 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 97,627 | $ 80,913 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 486,682 | $ 338,707 | $ 181,809 |
INTANGIBILE ASSETS (Schedule of
INTANGIBILE ASSETS (Schedule of Finite and Indefinite Lived Intangible Assets) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 39,812,810 | $ 39,812,810 |
Accumulated Amortization | 28,773,000 | 22,526,341 |
Net Carrying Value | 11,039,810 | 17,286,469 |
Intangible assets net excluding goodwill gross | 53,719,810 | 53,719,810 |
Intangible assets accumulated amortization | 30,205,434 | 23,958,775 |
Intangible Assets, net (excluding goodwill), total | 23,514,376 | 29,761,035 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets excluding goodwill gross | 13,907,000 | 13,907,000 |
Indefinite lived intangible assets accumulated amortization | 1,432,434 | 1,432,434 |
Indefinite-lived intangible assets (excluding goodwill) | 12,474,566 | 12,474,566 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 38,389,810 | 38,389,810 |
Accumulated Amortization | 27,755,016 | 21,786,291 |
Net Carrying Value | 10,634,794 | 16,603,519 |
Covenant not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 1,423,000 | 1,423,000 |
Accumulated Amortization | 1,017,984 | 740,050 |
Net Carrying Value | $ 405,016 | $ 682,950 |
INTANGIBILE ASSETS (Schedule 54
INTANGIBILE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Fiscal Year Ending: | ||
2,017 | $ 4,780,629 | |
2,018 | 2,647,377 | |
2,019 | 2,279,126 | |
2,020 | 1,332,678 | |
Net Carrying Value | $ 11,039,810 | $ 17,286,469 |
INTANGIBILE ASSETS (Detail Text
INTANGIBILE ASSETS (Detail Textual) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 6,246,659 | $ 5,205,033 | $ 4,459,739 |
Professional | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived trade names | 2,537,566 | ||
Decrease in amortization expense | $ 768,366 | $ 794,000 | $ 529,333 |
Increase (decrease) in earnings per share, basic and diluted | $ 0.06 | $ 0.07 | $ 0.04 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 25, 2016 | Dec. 27, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 9,184,659 | $ 6,404,367 |
Goodwill from acquisitions | 0 | 2,780,292 |
Goodwill, ending balance | 9,184,659 | 9,184,659 |
Multifamily | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,073,755 | 1,073,755 |
Goodwill from acquisitions | 0 | 0 |
Goodwill, ending balance | 5,024,821 | 1,073,755 |
Professional | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 3,086,083 | 305,791 |
Goodwill from acquisitions | 0 | 2,780,292 |
Goodwill, ending balance | 1,073,755 | 3,086,083 |
Commercial | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 5,024,821 | 5,024,821 |
Goodwill from acquisitions | 0 | 0 |
Goodwill, ending balance | $ 3,086,083 | $ 5,024,821 |
ACCRUED PAYROLL AND EXPENSES,57
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Schedule of Accrued Liabilities) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Temporary worker payroll | $ 5,547,161 | $ 5,667,704 |
Temporary worker payroll related | 2,033,602 | 1,959,368 |
Accrued bonuses and commissions | 892,742 | 1,050,495 |
Other | 1,194,970 | 2,877,301 |
Accrued Liabilities, Current | $ 9,668,475 | $ 11,554,868 |
ACCRUED PAYROLL AND EXPENSES,58
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Schedule of Future Estimated Earnout Payments) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Contingent consideration, current portion | $ 4,250,000 | |
Contingent consideration, liability in year two | 2,250,000 | |
Contingent consideration, liability, total | 6,500,000 | |
Interest expense, earn out payable, current portion | (669,439) | |
Interest expense, earn out payable in year two | (663,676) | |
Interest expense, earn out payable, total | (1,333,115) | |
Contingent consideration, current portion, net | 3,580,561 | $ 6,856,121 |
Contingent consideration, liability in year two, net | 1,586,324 | |
Contingent consideration, liability, total, net | $ 5,166,885 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | |||
Current federal income taxes | $ 3,570,814 | $ 2,874,296 | $ 1,401,505 |
Current state income taxes | 1,817,523 | 1,211,077 | 101,505 |
Deferred income taxes | (1,100,663) | (717,373) | (129,448) |
Income tax expense | $ 4,287,674 | $ 3,368,000 | $ 1,373,562 |
INCOME TAXES (Significant Compo
INCOME TAXES (Significant Components of Deferred Income Taxes) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 155,037 | $ 145,156 |
Goodwill and intangible assets | 7,532,321 | 4,176,365 |
Workers’ compensation | 20,992 | 143,291 |
Contingent consideration | 1,889,013 | 4,097,880 |
Share-based compensation | 326,300 | 300,218 |
Deferred tax liabilities: | ||
Prepaid expenses | (348,515) | (290,576) |
Fixed assets | (50,920) | (148,769) |
Accrued interest | (11,773) | (11,773) |
Deferred income taxes, net | $ 9,512,455 | $ 8,411,792 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at federal statutory rate of 34% | $ 3,797,828 | $ 2,963,239 | $ 321,197 |
Federal statutory income tax rate, percent | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | $ 488,498 | $ 335,785 | $ 133,516 |
State and local income taxes, percent | 4.40% | 3.90% | 14.10% |
Permanent differences and other | $ 26,951 | $ 45,175 | $ 85,779 |
Permanent difference and other, percent | 0.20% | 0.40% | 9.10% |
Extinguishment of debt | $ 0 | $ 0 | $ 191,314 |
Extinguishment of debt, percent | 0.00% | 0.00% | 20.20% |
Equity related items | $ (25,603) | $ 23,801 | $ 531,587 |
Equity related items, percent | (0.20%) | 0.30% | 56.30% |
Change in initial deferred assets | $ 0 | $ 0 | $ 110,169 |
Change in deferred tax assets valuation allowance, percent | 0.00% | 0.00% | 11.70% |
Income tax expense | $ 4,287,674 | $ 3,368,000 | $ 1,373,562 |
Total income tax expense, percent | 38.40% | 38.60% | 145.40% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 34.00% | 34.00% | 34.00% |
DEBT (Details Textual)
DEBT (Details Textual) | Aug. 21, 2015USD ($) | Feb. 23, 2015 | Feb. 22, 2015 | Dec. 25, 2016USD ($) | Sep. 25, 2016USD ($) | Jun. 26, 2016USD ($) | Mar. 27, 2016USD ($) | Dec. 27, 2015USD ($) | Sep. 27, 2015USD ($) | Jun. 28, 2015USD ($) | Mar. 29, 2015USD ($) | Mar. 30, 2014USD ($) | Sep. 25, 2016 | Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | Dec. 28, 2014USD ($) | Sep. 21, 2016USD ($) | Jan. 29, 2014USD ($)private_lender |
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt, net | $ 0 | $ 0 | $ 404,119 | $ 0 | $ 0 | $ 438,507 | $ 0 | $ 0 | $ 404,119 | $ 438,507 | $ 0 | |||||||
PC Subordinated Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | 0 | 15,051,250 | 0 | $ 15,051,250 | ||||||||||||||
Subordinated Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of private lenders | private_lender | 2 | |||||||||||||||||
Extinguishment of debt, gain (loss), net of tax | $ 986,835 | |||||||||||||||||
Term Loan A | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 11,300,000 | |||||||||||||||||
Line of credit facility, current borrowing capacity | 7,100,000 | |||||||||||||||||
Term Loan B | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | 8,000,000 | |||||||||||||||||
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 | |||||||||||||||||
Line of credit facility, collateral | secured by all assets of the Company. | |||||||||||||||||
Loss on extinguishment of debt, net | 438,507 | |||||||||||||||||
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 | |||||||||||||||||
Line of credit facility, amount outstanding | 23,882,714 | $ 16,217,000 | $ 23,882,714 | $ 16,217,000 | ||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||||||||
Unused commitment fee (as a percent) | 0.25% | |||||||||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | Federal Funds Effective Swap Rate | Scenario One | ||||||||||||||||||
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 | 3.25% | |||||||||||||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario Two | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||||||||||||
Senior Subordinated Credit Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt, net | $ 404,119 | |||||||||||||||||
Debt instrument, repayment fee, percentage | 0.02 | |||||||||||||||||
Senior Subordinated Credit Agreement | Patriot Capital III SBIC, L.P. | PC Subordinated Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 14,250,000 | $ 14,250,000 | ||||||||||||||||
Senior Subordinated Credit Agreement | Patriot Capital III SBIC, L.P. | Subordinated Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, stated percentage | 13.00% | |||||||||||||||||
Debt Instrument, interest rate, percentage paid in cash | 0.10 | |||||||||||||||||
Senior Subordinated Credit Agreement | Patriot Capital III, L.P. | PC Subordinated Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 750,000 | $ 750,000 |
DEBT (Borrowings under the Revo
DEBT (Borrowings under the Revolving Facility) (Details) - Credit Agreement - Texas Capital Bank, National Association (TCB) - Revolving Credit Facility - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 8,882,714 | $ 6,217,000 |
Second borrowing amount | 5,000,000 | 3,000,000 |
Third borrowing amount | 5,000,000 | 4,000,000 |
Fourth borrowing amount | 5,000,000 | 3,000,000 |
Total borrowing amount | $ 23,882,714 | $ 16,217,000 |
Debt instrument, interest rate, stated percentage for initial borrowing amount | 4.25% | 4.00% |
Debt instrument, interest rate, stated percentage for second borrowing amount | 3.95% | 3.57% |
Debt instrument, interest rate, stated percentage for third borrowing amount | 3.99% | 3.61% |
Debt instrument, interest rate, effective percentage for fourth borrowing amount | 4.16% | 3.77% |
DEBT (Schedule of Long Term Deb
DEBT (Schedule of Long Term Debt) (Details) - USD ($) | 12 Months Ended | |
Dec. 27, 2015 | Dec. 25, 2016 | |
Debt Instrument [Line Items] | ||
Less deferred finance fees | $ 443,800 | $ 0 |
Long-term debt, less current portion | 14,607,450 | 0 |
PC Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, total | $ 15,051,250 | $ 0 |
Subordinated borrowing, interest rate (as a percent) | 10.00% | |
Compounding deferred fee (as a percent) | 3.00% |
DEBT (Maturities on the Revolvi
DEBT (Maturities on the Revolving Facility) (Details) - USD ($) | Dec. 25, 2016 | Dec. 27, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 0 | |
2,018 | 0 | |
2,019 | 23,882,714 | |
Less deferred finance fees: | (264,520) | $ (175,524) |
Long-term debt less deferred finance fees | $ 23,618,194 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value) (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 5,166,885 | ||
Interest expense on contingent consideration payable | 1,839,429 | $ 697,660 | $ 212,844 |
Contingent consideration paid | (7,556,162) | (869,545) | (1,017,276) |
Contingent consideration adjustment | 167,393 | (1,001,346) | $ 666,217 |
Contingent Consideration | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 5,166,885 | $ 11,047,281 | |
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (as a percent) | 16.00% | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (as a percent) | 22.00% |
EQUITY (Details Textual)
EQUITY (Details Textual) | May 06, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 25, 2016USD ($)$ / sharesshares | Dec. 27, 2015USD ($)$ / sharesshares | Dec. 28, 2014USD ($)shares |
Equity [Line Items] | ||||||
Common stock, shares authorized | shares | 19,500,000 | 19,500,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | shares | 500,000 | 500,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Issuance of shares, net of offering costs | $ 15,108,756 | $ 6,334,610 | $ 8,368,744 | |||
Common stock, shares issued (in shares) | shares | 8,668,485 | 7,387,955 | ||||
Net proceeds from issuance of common stock | $ 15,254,406 | $ 7,047,382 | $ 8,492,742 | |||
Taglich Brothers, Inc. | ||||||
Equity [Line Items] | ||||||
Class of warrant or right, outstanding | shares | 32,250 | 96,375 | ||||
Exercise price of warrants or rights | $ / shares | $ 16.80 | $ 9.75 | ||||
Common Stock | ||||||
Equity [Line Items] | ||||||
Issuance of shares, net of offering costs (in shares) | shares | 1,191,246 | 636,500 | 963,750 | |||
Issuance of shares, net of offering costs | $ 11,912 | $ 6,365 | $ 9,639 | |||
Private Placement | ||||||
Equity [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Payments for commissions | $ 420,090 | $ 625,404 | $ 751,725 | |||
Common stock, shares issued (in shares) | shares | 636,500 | 963,750 | ||||
Net proceeds from issuance of common stock | $ 7,001,500 | $ 9,396,562 | ||||
Debt issuance costs incurred during noncash or partial noncash transaction | $ 667,256 | |||||
Private Placement | Common Stock | ||||||
Equity [Line Items] | ||||||
Shares issued (in dollars per share) | $ / shares | $ 11 | $ 9.75 | ||||
Sale of stock, percentage of investors ownership before transaction | 9.60% | |||||
Sale of stock, percentage of investors ownership after transaction | 17.20% | |||||
Common Stock | ||||||
Equity [Line Items] | ||||||
Issuance of shares, net of offering costs (in shares) | shares | 1,191,246 | |||||
Issuance of shares, net of offering costs | $ 16,677,444 | |||||
Shares issued (in dollars per share) | $ / shares | $ 14 | |||||
Percentage of issued and outstanding shares | 0.161 | |||||
Payments of stock issuance costs | $ 1,568,688 |
EQUITY (Schedule of Dividends D
EQUITY (Schedule of Dividends Declared) (Details) - USD ($) | Nov. 07, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 19, 2016 | Nov. 20, 2015 | Jul. 31, 2015 | May 25, 2015 | Jan. 30, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 |
Equity [Abstract] | |||||||||||
Dividend declared date | Oct. 19, 2016 | Jul. 26, 2016 | Apr. 28, 2016 | Jan. 26, 2016 | Oct. 27, 2015 | Jun. 18, 2015 | May 1, 2015 | Dec. 19, 2014 | |||
Dividends payable date of record | Oct. 31, 2016 | Aug. 8, 2016 | May 9, 2016 | Feb. 8, 2016 | Nov. 9, 2015 | Jul. 20, 2015 | May 11, 2015 | Dec. 31, 2014 | |||
Dividend payable date | Nov. 7, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 19, 2016 | Nov. 20, 2015 | Jul. 31, 2015 | May 25, 2015 | Jan. 30, 2015 | |||
Dividends per common share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.15 | |||
Payments of dividends | $ 2,167,121 | $ 2,167,121 | $ 1,849,691 | $ 1,846,989 | $ 1,846,655 | $ 1,844,868 | $ 1,811,161 | $ 989,722 | $ 8,030,922 | $ 6,492,406 | $ 0 |
SHARE-BASED COMPENSATION- Stock
SHARE-BASED COMPENSATION- Stock Issued (Details) - USD ($) | Jun. 24, 2014 | Dec. 28, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost related to stock awards | $ 65,120 | |
Long Term Incentive Plan 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 8,800 |
SHARE-BASED COMPENSATION- Sto71
SHARE-BASED COMPENSATION- Stock Options (Details) - USD ($) | Jun. 24, 2014 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Mar. 06, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost related to stock awards | $ 65,120 | ||||||||
Unamortized stock compensation expense | $ 534,877 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Exercised | (87,655) | 0 | (8,290) | ||||||
Options exercisable (in shares) | 395,911 | 377,666 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||
Options exercisable at beginning of period (in dollars per share) (in shares) | $ 8.01 | $ 7.30 | $ 8.01 | $ 7.30 | |||||
Options exercisable at ending of period (in dollars per share) (in shares) | $ 8.01 | $ 7.30 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||||
Options exercisable, weighted average remaining contractual term | 7 years 6 months 22 days | 8 years 4 months 2 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | |||||||||
Options exercisable at beginning of period | $ 2,965,000 | $ 2,889,000 | $ 2,965,000 | $ 2,889,000 | |||||
Options exercisable at ending of period | 2,965,000 | 2,889,000 | |||||||
Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost related to stock awards | $ 313,988 | $ 346,358 | $ 1,017,675 | ||||||
Unamortized stock compensation expense, recognition period | 2 years 4 months 24 days | ||||||||
Conversion of stock, shares issued | (55,974) | 0 | (8,290) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||
Weighted-average fair value of warrants | $ 4.05 | $ 1.83 | $ 2.84 | ||||||
Weighted-average risk-free interest rate | 1.10% | 1.50% | 1.30% | ||||||
Weighted-average dividend yield | 100.00% | 100.00% | 0.00% | ||||||
Weighted-average volatility factor | 43.20% | 43.20% | 49.00% | ||||||
Weighted-average expected life | 6 years | 6 years | 5 years 7 months 6 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Options outstanding at beginning of period (in shares) | 775,666 | 585,466 | 0 | ||||||
Granted | 50,000 | 286,000 | 596,363 | ||||||
Exercised | (103,055) | (50,800) | (8,290) | ||||||
Forfeited / Canceled | (44,200) | (45,000) | (2,607) | ||||||
Options outstanding at ending of period (in shares) | 678,411 | 775,666 | 585,466 | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||||||
Options outstanding at beginning of period (in dollars per share) | $ 8.19 | $ 6.52 | $ 0 | ||||||
Granted | 17.46 | 11.03 | 6.51 | ||||||
Exercised | 6.91 | 6.66 | 6.25 | ||||||
Forfeited / Canceled | 9.94 | 6.25 | 6.25 | ||||||
Options outstanding at ending of period (in dollars per share) | $ 8.95 | $ 8.19 | $ 6.52 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||||
Options outstanding, weighted average remaining contractual term | 7 years 10 months 6 days | 8 years 8 months 1 day | 9 years 1 month 17 days | 0 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | |||||||||
Options outstanding at beginning of period | $ 5,246,000 | $ 3,204,000 | $ 0 | ||||||
Options outstanding at ending of period | $ 4,511,000 | $ 5,246,000 | $ 3,204,000 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||||||
Nonvested, number of shares | 282,500 | 398,000 | |||||||
Nonvested options, weighted average grant date fair value | $ 2.57 | $ 2.34 | |||||||
Long Term Incentive Plan 2013 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for issuance (in shares) | 900,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Granted | 8,800 | ||||||||
Long Term Incentive Plan 2013 | Vested Immediately | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rights, percentage | 20.00% | ||||||||
Long Term Incentive Plan 2013 | Vesting Over Four Years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting rights, percentage | 20.00% | ||||||||
Long Term Incentive Plan 2013 | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period, options (in years) | 10 years | ||||||||
Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for issuance (in shares) | 759,912 |
SHARE-BASED COMPENSATION- Sto72
SHARE-BASED COMPENSATION- Stock Warrants (Details) - USD ($) | 12 Months Ended | |||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $ 65,120 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Exercised | 87,655 | 0 | 8,290 | |
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $ 0 | $ 6,523 | $ 110,413 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted-average fair value of warrants | $ 2.48 | $ 2.43 | $ 3.05 | |
Weighted-average risk-free interest rate | 0.60% | 0.90% | 0.60% | |
Weighted-average dividend yield | 100.00% | 100.00% | 35.00% | |
Weighted-average volatility factor | 43.20% | 49.00% | 49.00% | |
Weighted-average expected life | 3 years | 5 years 4 days | 4 years 22 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Warrants outstanding at beginning of period (in shares) | 133,833 | 326,822 | 224,205 | |
Granted | 32,250 | 77,970 | 121,375 | |
Exercised | (42,099) | (102,510) | (18,458) | |
Expired | 0 | (168,449) | (300) | |
Warrants outstanding at ending of period (in shares) | 123,984 | 133,833 | 326,822 | 224,205 |
Warrants exercisable (in shares) | 91,734 | 133,833 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Abstract] [Abstract] | ||||
Warrants outstanding at beginning of period (in dollars per share) | $ 10.21 | $ 8.24 | $ 7.08 | |
Granted | 16.80 | 11.85 | 9.80 | |
Exercised | 11.42 | 4.68 | 4.51 | |
Expired | 0 | 10.85 | 4.51 | |
Warrants outstanding at ending of period (in dollars per share) | 11.51 | 10.21 | $ 8.24 | $ 7.08 |
Warrants exercisable (in dollars per share) | $ 9.65 | $ 10.21 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Additional Disclosures [Abstract] | ||||
Warrants outstanding, weighted remaining contractual life | 2 years 9 months 22 days | 3 years 6 months 15 days | 2 years 11 months 9 days | 2 years 6 months 29 days |
Warrants exercisable, weighted remaining contractual life | 2 years 2 months 23 days | 3 years 6 months 15 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Abstract] | ||||
Warrants outstanding at beginning of period | $ 634,000 | $ 1,226,000 | $ 0 | |
Warrants outstanding at ending of period | 532,000 | 634,000 | $ 1,226,000 | $ 0 |
Warrants exercisable, total intrinsic value | $ 532,000 | $ 634,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Nonvested, number of warrants | 32,250 | 0 | ||
Nonvested warrants, weighted average grant date fair value | $ 0 | $ 0 | ||
Conversion of stock, shares issued | (17,910) | (102,510) | (18,458) | |
Exercised | 42,099 | 102,510 | 18,458 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $ 313,988 | $ 346,358 | $ 1,017,675 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted-average fair value of warrants | $ 4.05 | $ 1.83 | $ 2.84 | |
Weighted-average risk-free interest rate | 1.10% | 1.50% | 1.30% | |
Weighted-average dividend yield | 100.00% | 100.00% | 0.00% | |
Weighted-average volatility factor | 43.20% | 43.20% | 49.00% | |
Weighted-average expected life | 6 years | 6 years | 5 years 7 months 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Conversion of stock, shares issued | (55,974) | 0 | (8,290) | |
Exercised | 103,055 | 50,800 | 8,290 |
OPERATING LEASES (Details Textu
OPERATING LEASES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Leases, Operating [Abstract] | |||
Operating leases, rent expense, net | $ 1,283,142 | $ 1,008,987 | $ 905,333 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) | Dec. 25, 2016USD ($) |
Leases, Operating [Abstract] | |
2,017 | $ 1,195,652 |
2,018 | 741,289 |
2,019 | 641,560 |
2,020 | 424,356 |
2,021 | 139,804 |
Thereafter | 7,059 |
Operating Leases, Future Minimum Payments Due | $ 3,149,720 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | 12 Months Ended | ||
Dec. 25, 2016USD ($) | Dec. 27, 2015USD ($) | Dec. 28, 2014USD ($)investor | |
Related Party Transactions [Abstract] | |||
Number of investors | investor | 2 | ||
Loss on extinguishment of related party debt | $ 0 | $ 0 | $ 986,835 |
Interest expense, related party | $ 0 | $ 0 | $ 213,322 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 819,186 | $ 257,314 | $ 200,562 |
First 3% Employee Compensation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | ||
Next 2% Employee Compensation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2016USD ($)stateofficelocation | Sep. 25, 2016USD ($) | Jun. 26, 2016USD ($) | Mar. 27, 2016USD ($) | Dec. 27, 2015USD ($) | Sep. 27, 2015USD ($) | Jun. 28, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 25, 2016USD ($)segmentstateofficelocation | Dec. 27, 2015USD ($) | Dec. 28, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 3 | ||||||||||
Number of offices | office | 52 | 52 | |||||||||
Number of on-site locations | location | 17 | 17 | |||||||||
Number of states in which entity operates | state | 22 | 22 | |||||||||
Revenues | $ 64,278,864 | $ 67,407,350 | $ 62,615,014 | $ 59,550,986 | $ 66,697,497 | $ 60,170,823 | $ 49,781,392 | $ 40,884,144 | $ 253,852,214 | $ 217,533,856 | $ 172,810,551 |
Depreciation | 486,682 | 338,707 | 181,809 | ||||||||
Amortization | 6,246,659 | 5,205,033 | 4,459,739 | ||||||||
Operating income | 15,535,817 | 11,972,689 | 5,801,310 | ||||||||
Capital expenditures | (938,943) | (563,169) | (327,934) | ||||||||
Total Assets | 81,214,134 | 84,399,557 | 81,214,134 | 84,399,557 | |||||||
Commercial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 88,819,561 | 87,625,556 | 81,883,012 | ||||||||
Multifamily | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 57,995,271 | 43,196,739 | 34,348,562 | ||||||||
Professional | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 107,037,382 | 86,711,561 | 56,578,977 | ||||||||
Operating Segments | Commercial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 92,701 | 92,750 | 75,199 | ||||||||
Amortization | 458,101 | 697,182 | 965,438 | ||||||||
Operating income | 5,717,240 | 5,386,764 | 4,251,962 | ||||||||
Capital expenditures | (98,077) | (148,913) | (78,309) | ||||||||
Total Assets | 21,574,855 | 20,820,483 | 21,574,855 | 20,820,483 | |||||||
Operating Segments | Multifamily | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 60,818 | 45,717 | 25,039 | ||||||||
Amortization | 62,847 | 150,833 | 150,833 | ||||||||
Operating income | 8,781,822 | 6,021,124 | 4,017,625 | ||||||||
Capital expenditures | (228,153) | (88,053) | (28,270) | ||||||||
Total Assets | 9,320,335 | 7,394,459 | 9,320,335 | 7,394,459 | |||||||
Operating Segments | Professional | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 154,447 | 80,674 | 24,224 | ||||||||
Amortization | 5,725,711 | 4,357,018 | 3,343,468 | ||||||||
Operating income | 6,385,934 | 5,997,646 | 2,069,507 | ||||||||
Capital expenditures | (103,864) | (151,753) | (86,927) | ||||||||
Total Assets | 39,548,308 | 46,750,518 | 39,548,308 | 46,750,518 | |||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 178,716 | 119,566 | 57,347 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Capital expenditures | (508,849) | (174,450) | (134,428) | ||||||||
Total Assets | $ 10,770,636 | $ 9,434,097 | 10,770,636 | 9,434,097 | |||||||
Corporate, Non-Segment | Selling and Marketing Expense | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | (99,242) | 0 | 0 | ||||||||
Corporate, Non-Segment | General and Administrative Expense | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | $ (5,249,937) | $ (5,432,845) | $ (4,537,784) |
QUARTERLY FINANCIAL DATA (UNA78
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 25, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 27, 2015 | Sep. 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 64,278,864 | $ 67,407,350 | $ 62,615,014 | $ 59,550,986 | $ 66,697,497 | $ 60,170,823 | $ 49,781,392 | $ 40,884,144 | $ 253,852,214 | $ 217,533,856 | $ 172,810,551 |
Gross Profit | 15,110,323 | 16,431,888 | 15,184,525 | 13,346,630 | 14,844,253 | 13,855,513 | 10,865,918 | 8,341,022 | 60,073,366 | 47,906,706 | 34,527,218 |
Loss on extinguishment of debt | 0 | 0 | (404,119) | 0 | 0 | (438,507) | 0 | 0 | (404,119) | (438,507) | 0 |
Change in fair value of put option | 110,311 | (102,821) | 190,470 | (21,089) | 0 | 176,871 | (1,184,408) | ||||
Income (loss) before income taxes | 3,739,261 | 3,764,628 | 2,283,688 | 1,382,504 | 2,439,796 | 3,656,011 | 2,308,405 | 311,196 | 11,170,081 | 8,715,408 | 944,698 |
Net income (loss) | $ 2,303,933 | $ 2,347,855 | $ 1,397,481 | $ 833,138 | $ 1,506,488 | $ 2,214,678 | $ 1,462,006 | $ 164,236 | $ 6,882,407 | $ 5,347,408 | $ (428,864) |
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.27 | $ 0.27 | $ 0.18 | $ 0.11 | $ 0.20 | $ 0.30 | $ 0.21 | $ 0.02 | $ 0.85 | $ 0.76 | $ (0.08) |
Diluted (in dollars per share) | $ 0.26 | $ 0.26 | $ 0.17 | $ 0.11 | $ 0.20 | $ 0.29 | $ 0.20 | $ 0.02 | $ 0.82 | $ 0.73 | $ (0.08) |
Weighted-average shares outstanding: | |||||||||||
Basic (in shares) | 8,668,485 | 8,658,061 | 7,711,050 | 7,388,536 | 7,383,346 | 7,359,632 | 6,978,414 | 6,598,145 | 8,107,637 | 7,079,459 | 5,648,605 |
Weighted-average number of diluted common shares outstanding | 8,930,542 | 9,028,398 | 8,052,996 | 7,646,726 | 7,645,844 | 7,573,530 | 7,270,157 | 6,935,949 | 8,399,883 | 7,288,705 | 5,648,605 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | Jan. 24, 2017 | Nov. 07, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 19, 2016 | Nov. 20, 2015 | Jul. 31, 2015 | May 25, 2015 | Jan. 30, 2015 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 28, 2014 |
Subsequent Event [Line Items] | ||||||||||||
Dividend declared date | Oct. 19, 2016 | Jul. 26, 2016 | Apr. 28, 2016 | Jan. 26, 2016 | Oct. 27, 2015 | Jun. 18, 2015 | May 1, 2015 | Dec. 19, 2014 | ||||
Common stock, dividends, per share, declared | $ 0.25 | $ 0.25 | $ 0.15 | |||||||||
Dividend payable date | Nov. 7, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 19, 2016 | Nov. 20, 2015 | Jul. 31, 2015 | May 25, 2015 | Jan. 30, 2015 | ||||
Dividends payable date of record | Oct. 31, 2016 | Aug. 8, 2016 | May 9, 2016 | Feb. 8, 2016 | Nov. 9, 2015 | Jul. 20, 2015 | May 11, 2015 | Dec. 31, 2014 | ||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Dividend declared date | Jan. 24, 2017 | |||||||||||
Common stock, dividends, per share, declared | $ 0.25 | |||||||||||
Dividend payable date | Feb. 20, 2017 |