Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 24, 2017 | Oct. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | BG Staffing, Inc. | |
Entity Central Index Key | 1,474,903 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | BGSF | |
Entity Common Stock, Shares Outstanding | 8,759,376 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 24, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Current assets | ||
Accounts receivable (net of allowance for doubtful accounts of $473,573 at 2017 and 2016) | $ 40,618,312 | $ 33,328,900 |
Prepaid expenses | 529,469 | 950,696 |
Other current assets | 98,261 | 154,673 |
Total current assets | 41,246,042 | 34,434,269 |
Property and equipment, net | 1,700,470 | 1,910,858 |
Other assets | ||
Deposits | 2,799,813 | 2,657,517 |
Deferred income taxes, net | 9,916,170 | 9,512,455 |
Intangible assets, net | 38,803,342 | 23,514,376 |
Goodwill | 17,826,199 | 9,184,659 |
Total other assets | 69,345,524 | 44,869,007 |
Total assets | 112,292,036 | 81,214,134 |
Current liabilities | ||
Long-term debt, current portion (net of deferred finance fees of $142,090 and $-0- for 2017 and 2016, respectively) | 2,614,160 | 0 |
Accrued interest | 308,979 | 100,868 |
Accounts payable | 1,946,662 | 951,672 |
Accrued expenses | 12,566,637 | 9,668,475 |
Accrued workers’ compensation | 281,237 | 754,556 |
Contingent consideration, current portion | 5,535,068 | 3,580,561 |
Other current liabilities | 317,294 | 0 |
Income taxes payable | 437,337 | 193,264 |
Total current liabilities | 24,007,374 | 15,249,396 |
Line of credit (net of deferred finance fees of $791,699 and $264,520 for 2017 and 2016, respectively) | 19,598,722 | 23,618,194 |
Long-term debt, less current portion (net of deferred finance fees of $277,750 and $-0- for 2017 and 2016, respectively) | 21,466,000 | 0 |
Contingent consideration, less current portion | 4,891,847 | 1,586,324 |
Other long-term liabilities | 219,061 | 271,766 |
Total liabilities | 70,183,004 | 40,725,680 |
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,8,759,376 and 8,668,485 shares issued and outstanding for 2017 and 2016, respectively | 87,594 | 86,685 |
Additional paid in capital | 37,585,052 | 36,142,688 |
Retained earnings | 4,436,386 | 4,259,081 |
Total stockholders’ equity | 42,109,032 | 40,488,454 |
Total liabilities and stockholders’ equity | $ 112,292,036 | $ 81,214,134 |
UNAUDITED CONSOLIDATED BALANCE3
UNAUDITED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 473,573 | $ 473,573 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 |
Common stock, shares issued (in shares) | 8,759,376 | 8,668,485 |
Common stock, shares outstanding (in shares) | 8,759,376 | 8,668,485 |
Deferred finance costs, line of credit arrangements, net | $ 791,699 | $ 264,520 |
Deferred finance costs, current | 142,090 | 0 |
Deferred finance costs, noncurrent | $ 277,750 | $ 0 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 71,281,674 | $ 67,407,350 | $ 196,899,224 | $ 189,573,350 |
Cost of services | 53,033,615 | 50,975,462 | 147,752,650 | 144,610,307 |
Gross profit | 18,248,059 | 16,431,888 | 49,146,574 | 44,963,043 |
Selling, general and administrative expenses | 11,175,596 | 10,291,746 | 31,562,377 | 28,668,466 |
Depreciation and amortization | 1,436,279 | 1,673,546 | 4,672,755 | 5,181,456 |
Operating income | 5,636,184 | 4,466,596 | 12,911,442 | 11,113,121 |
Loss on extinguishment of debt, net | 0 | 0 | 0 | (404,119) |
Interest expense, net | (883,668) | (701,968) | (2,279,652) | (3,278,182) |
Income (loss) before income taxes | 4,752,516 | 3,764,628 | 10,631,790 | 7,430,820 |
Income tax expense | 1,615,653 | 1,416,773 | 3,908,570 | 2,852,346 |
Net income (loss) | $ 3,136,863 | $ 2,347,855 | $ 6,723,220 | $ 4,578,474 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.36 | $ 0.27 | $ 0.77 | $ 0.58 |
Diluted (in dollars per share) | $ 0.35 | $ 0.26 | $ 0.75 | $ 0.56 |
Weighted-average shares outstanding: | ||||
Basic (shares) | 8,759,376 | 8,658,061 | 8,724,811 | 7,920,000 |
Diluted (shares) | 9,077,147 | 9,028,398 | 9,019,878 | 8,219,876 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 24, 2017 - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid in Capital | Retained Earnings |
Stockholders’ equity, December 25, 2016 at Dec. 25, 2016 | $ 40,488,454 | $ 0 | $ 86,685 | $ 36,142,688 | $ 4,259,081 |
Stockholders’ equity, December 25, 2016 (in shares) at Dec. 25, 2016 | 8,668,485 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 357,024 | 357,024 | |||
Issuance of shares, net of offering costs | 992,500 | $ 707 | 991,793 | ||
Issuance of shares, net of offering costs (in shares) | 70,670 | ||||
Exercise of common stock options | 93,749 | $ 202 | 93,547 | ||
Exercise of common stock options and warrants (in shares) | 20,221 | ||||
Cash dividend declared ($0.25 per share) | $ (6,545,915) | (6,545,915) | |||
Common stock, dividends, per share, declared | $ 0.25 | ||||
Net income (loss) | $ 6,723,220 | 6,723,220 | |||
Stockholders’ equity, September 24, 2017 at Sep. 24, 2017 | $ 42,109,032 | $ 0 | $ 87,594 | $ 37,585,052 | $ 4,436,386 |
Stockholders’ equity, June 25, 2017 (in shares) at Sep. 24, 2017 | 8,759,376 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 24, 2017 | Sep. 25, 2016 | |
Cash flows from operating activities | ||
Net income | $ 6,723,220 | $ 4,578,474 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 428,155 | 355,833 |
Amortization | 4,244,600 | 4,825,623 |
Loss on disposal of property and equipment | 17,373 | 10,192 |
Loss on extinguishment of debt, net | 0 | (404,119) |
Contingent consideration adjustment | 0 | (24,642) |
Amortization of deferred financing fees | 168,797 | 80,049 |
Amortization of debt discounts | 0 | 32,355 |
Interest expense on earn out payable | 907,340 | 1,449,316 |
Provision for doubtful accounts | 88,000 | 209,528 |
Stock-based compensation | 357,024 | 252,972 |
Deferred income taxes | (403,715) | (1,101,702) |
Net changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (1,803,486) | (3,362,087) |
Prepaid expenses | 519,859 | 285,304 |
Other current assets | 72,150 | 30,547 |
Deposits | (137,726) | (321,925) |
Accrued interest | 208,111 | (291,954) |
Accounts payable | (518,921) | (324,372) |
Accrued expenses | 1,252,864 | 1,024,696 |
Accrued workers’ compensation | (473,319) | (56,101) |
Other current liabilities | 120,569 | (945,382) |
Accrued taxes | 244,072 | (7,159) |
Other long-term liabilities | (52,703) | (41,398) |
Net cash provided by operating activities | 11,962,264 | 7,111,570 |
Cash flows from investing activities | ||
Business acquired, net of cash received | 24,500,000 | 0 |
Capital expenditures | (895,989) | (618,157) |
Proceeds from the sale of property and equipment | 1,500 | 7,587 |
Net cash used in investing activities | (25,394,489) | (610,570) |
Cash flows from financing activities | ||
Net (payments) borrowings under line of credit | (3,492,293) | 3,041,612 |
Proceeds from issuance of long-term debt | 25,000,000 | 0 |
Principal payments on long-term debt | 500,000 | 15,281,657 |
Payments of dividends | (6,545,915) | (5,863,801) |
Net proceeds from issuance of common stock | 86,249 | 15,254,406 |
Contingent consideration paid | 0 | (3,498,197) |
Deferred financing costs | 1,115,816 | 153,363 |
Net cash provided by (used in) financing activities | 13,432,225 | (6,501,000) |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Supplemental cash flow information: | ||
Cash paid for interest | 930,811 | 2,221,430 |
Cash paid for taxes, net of refunds | 4,058,353 | 3,961,226 |
Proceeds from issuance of long-term debt | $ 25,000,000 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 24, 2017 | |
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. We now have 63 branch offices and 15 on-site locations located across 26 states. The Multifamily segment provides front office and maintenance temporary workers to various apartment communities, in 23 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") and finance and accounting customer projects. 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. Our business experiences seasonal fluctuations. Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our customers’ business. Demand for our Multifamily staffing services increase in the second and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Demand for our Commercial staffing services increases during the third quarter of the year and peaks in the fourth quarter. Demand for our Commercial staffing services is lower during the first quarter, in part due to customer shutdowns and adverse weather conditions in the winter months. In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 25, 2016 , included in its Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 24, 2017 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 24, 2017 and December 25, 2016 , and include the thirteen and thirty-nine week periods ended September 24, 2017 and September 25, 2016 . The thirty-nine weeks ended September 24, 2017 and September 25, 2016 are referred to herein as Fiscal 2017 and 2016, respectively. Reclassifications Certain reclassifications have been made to the 2016 financial statements to conform with the 2017 presentation. Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include goodwill, intangible assets and contingent consideration obligations related to acquisitions. 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 and contingent consideration. The carrying values of cash and cash equivalents, 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 and term loan and current rates available to the Company for debt with similar terms and risk. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Concentration of Credit Risk Concentration of credit risk is limited due to the Company's diverse customer base and their dispersion across many different industries and geographic locations nationwide. No single customer accounted for more than 10% of the Company’s accounts receivable as of September 24, 2017 and December 25, 2016 or revenue for the thirty-nine week periods ended September 24, 2017 and September 25, 2016 . Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2017 and the related percentage for Fiscal 2016 was generated in the following areas: Thirty-nine Weeks Ended September 24, September 25, Maryland 12 % 13 % Tennessee 11 % 5 % Texas 30 % 32 % 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 are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Beginning balance $ 473,573 $ 449,823 $ 473,573 $ 446,548 Provision for doubtful accounts 75,772 162,612 88,000 209,528 Amounts written off, net (75,772 ) (162,612 ) (88,000 ) (206,253 ) Ending balance $ 473,573 $ 449,823 $ 473,573 $ 449,823 Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $1,213,156 and $1,301,295 at September 24, 2017 and December 25, 2016 , respectively. During the thirty-nine week periods ended September 24, 2017 , the Company disposed of fully depreciated assets primarily not in use with an original cost of $426,066 . 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 $2,565,817 and $2,476,201 , which are included in Deposits the accompanying consolidated balance sheets as of September 24, 2017 and December 25, 2016 , 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 2017 and Fiscal 2016 . 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 ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. Paid-in-kind Interest The Company recorded 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 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. Prior to Fiscal 2017, 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. For acquisitions beginning in Fiscal 2017, based on new valuation methodology, the fair value calculation of the expected future payments uses a discount rate that is commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. Revenue Recognition The Company derives its revenues from three segments: Multifamily, Professional, and Commercial. The Company provides temporary 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 from services and the related direct costs on a gross basis in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. Temporary staffing revenues - Our revenues are generated based on negotiated rates and invoiced on a per-hour basis. Accordingly, temporary staffing revenues are recognized on the hours worked when the services are rendered by the Company’s temporary workers. 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. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. Earnings Per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of diluted earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Weighted-average number of common shares outstanding: 8,759,376 8,658,061 8,724,811 7,920,000 Effect of dilutive securities: Stock options 279,735 323,313 260,404 263,915 Warrants 38,036 47,024 34,663 35,961 Weighted-average number of diluted common shares outstanding 9,077,147 9,028,398 9,019,878 8,219,876 Stock options 178,000 50,000 178,000 50,000 Warrants 32,250 — 32,250 — Antidilutive shares 210,250 50,000 210,250 50,000 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. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. Goodwill is deductible for tax purposes. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. 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 Fiscal 2017 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 offset by a Work Opportunity Tax Credit. Income tax expense attributable to income from operations for Fiscal 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. 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. The Company is in the process of evaluating the impact of adoption. Based on the progress to date, 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. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” which provides more specific guidance related to how companies account for cloud computing costs. In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements” to clarify guidance, correct errors and make minor improvements to the Accounting Standards Codification (“ASC”) which amends ASC 350-40 to clarify that after ASU 2015-05 is adopted, companies are required to record an intangible asset for the license acquired in a software licensing arrangement. The asset for the software license is required to be recognized and measured at cost. The Company adopted both ASUs on a prospective basis in the second quarter of fiscal 2017 which did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 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 was effective for the Company beginning with the first quarter of 2017. The Company adopted this ASU on a prospective basis which had no impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 Intangibles-Goodwill and Other Simplifying the Test for Goodwill Impairment, which provides guidance to simplify the subsequent measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test. The new standard is effective for the Company beginning with the fourth quarter of 2020. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on the Company's financial condition or results of operations. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. The new standard is effective for the Company beginning with the first quarter 2018. The Company does not anticipate the adoption of ASU 2017-09 will have a material impact on the Company's financial condition or results of operations. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 24, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Zycron, Inc. On April 3, 2017 , the Company acquired substantially all of the assets and assumed certain liabilities of Zycron, Inc. (“Zycron”) for an initial cash consideration paid of $18.5 million and issued $1.0 million ( 70,670 shares privately placed) of the Company's common stock at closing. An additional $0.5 million was held back as partial security for post-closing purchase price adjustments and indemnification obligations. The purchase agreement further provides for contingent consideration of up to $3.0 million based on the performance of the acquired business for the two years following the date of acquisition. The purchase agreement contained a provision for a “true up” of acquired working capital under a process that is currently in progress. The net assets acquired were assigned to the Professional segment. The acquisition of Zycron allows the Company to strengthen and expand its IT operations throughout the southeastern U.S. region and selected markets across the country with talent and project management services. The 2016 consolidated statement of operations does not include any operating results of Zycron. 13 and 25 weeks of Zycron operations are included in the thirteen and thirty-nine week periods ended September 24, 2017 , which is approximately $9.0 million and $17.6 million , respectively, of revenue and and $0.9 million and $1.6 million , respectively, of operating income. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 4,345,312 Prepaid expenses and other assets 82,122 Property and equipment 128,431 Intangible assets 13,818,474 Goodwill 6,901,101 Liabilities assumed (2,983,222 ) Total net assets acquired $ 22,292,218 Cash $ 18,500,000 Hold back 500,000 Common stock 1,000,000 Working capital adjustment (299,835 ) Fair value of contingent consideration 2,592,053 Total fair value of consideration transferred for acquired business $ 22,292,218 Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 475,000 5 years Trade name 5,006,000 Indefinite Customer list 8,337,474 10 years Total $ 13,818,474 Smart Resources, Inc. On September 18, 2017 , the Company acquired substantially all of the assets and assumed certain liabilities of Smart Resources, Inc. and Accountable Search, LLC (collectively, "Smart") for an initial cash consideration paid of $6.0 million . The purchase agreement provides for contingent consideration of up to $2.0 million based on the performance of the acquired business for the two years following the date of acquisition. The purchase agreement contained a provision for a “true up” of acquired working capital under a process that will begin approximately 90 days after the closing date. The net assets acquired were assigned to the Professional segment. The acquisition of Smart allows the Company to strengthen and expand its finance and accounting operations in the Chicago market with temporary and direct hire services. The 2016 consolidated statement of income does not include any operating results of Smart. One (1) week of Smart operations are included in the thirteen and thirty-nine week periods ended September 24, 2017 , which is approximately $0.2 million of revenue and $-0- of operating income. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 1,228,614 Prepaid expenses and other assets 36,816 Property and equipment 40,626 Intangible assets 4,927,045 Goodwill 1,740,439 Liabilities assumed (216,343 ) Total net assets acquired $ 7,757,197 Cash $ 6,000,000 Working capital adjustment (3,440 ) Fair value of contingent consideration 1,760,637 Total fair value of consideration transferred for acquired business $ 7,757,197 Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 20,000 5 years Customer list 4,907,045 10 years Total $ 4,927,045 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 Zycron and Smart acquisitions had taken place on the first day of the Company's 2016 fiscal year would be as follows (dollars in thousands, except per share amounts): Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Revenues $ 73,782 $ 80,519 $ 214,659 $ 228,577 Gross profit $ 19,196 $ 18,428 $ 54,391 $ 54,034 Net income $ 3,203 $ 2,933 $ 6,992 $ 5,270 Income per share: Basic $ 0.37 $ 0.34 $ 0.80 $ 0.67 Diluted $ 0.35 $ 0.32 $ 0.78 $ 0.64 Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility at a rate of 4.5% and tax expense of the pro forma adjustments at an effective tax rate of approximately 36.8% for Fiscal 2017 and 38.4% for Fiscal 2016 . The pro forma information presented includes adjustments that will have a continuing impact on the operations that management considers non-recurring in assessing Zycron and Smart's historical performances. Amounts set forth above are not necessarily indicative of the results that would have been attained had the Zycron and Smart acquisitions taken place on the first day of the Company’s 2016 fiscal year or of the results that may be achieved by the combined enterprise in the future. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 24, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are stated net of accumulated amortization of $34,501,414 and $30,205,434 at September 24, 2017 and December 25, 2016 , respectively. During the thirty-nine week periods ended September 24, 2017 , the Company added $440,668 and reclassified $347,379 of software assets from property and equipment. Total amortization expense for the thirteen week periods ended September 24, 2017 and September 25, 2016 was $1,291,925 and $1,548,914 , respectively. Total amortization expense for the thirty-nine week periods ended September 24, 2017 and September 25, 2016 was $4,244,600 and $4,825,623 , respectively. |
ACCRUED PAYROLL AND EXPENSES AN
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION | 9 Months Ended |
Sep. 24, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Payable And Expenses And Contingent Consideration | ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION Accrued payroll and expenses consist of the following at: September 24, December 25, Temporary worker payroll $ 6,672,200 $ 5,547,161 Temporary worker payroll related 2,570,505 2,033,602 Accrued bonuses and commissions 1,181,071 892,742 Other 2,142,861 1,194,970 $ 12,566,637 $ 9,668,475 The following is a schedule of future estimated contingent consideration payments to various parties as of September 24, 2017 : Estimated Cash Payment Discount Net Due in: Less than one year $ 5,750,000 $ (214,932 ) $ 5,535,068 One to two years 3,250,000 (727,741 ) 2,522,259 Two to three years 2,500,000 (130,412 ) 2,369,588 Contingent consideration $ 11,500,000 $ (1,073,085 ) $ 10,426,915 As of September 24, 2017 , the Zycron hold back balance of $158,072 , included in other current liabilities, was a partial security for post-closing purchase price adjustments and indemnification obligations and also contained the working capital adjustment and other amounts paid or received on behalf of the either party to the acquisition. |
DEBT
DEBT | 9 Months Ended |
Sep. 24, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company had a credit agreement (the “Credit Agreement”) with TCB providing for a 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 $35.0 million . In connection with the acquisition of the assets of Zycron described above, on April 3, 2017, the Company entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with TCB with an aggregate commitment of $55.0 million . The Amended Credit Agreement provides for a revolving credit facility maturing April 3, 2022 (the “Revolving Facility”), 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 $35.0 million and also provides for a term loan maturing April 3, 2022 (the “Term Loan”) in the amount of $20.0 million with principal payable quarterly, based on an annual percentage of the original principal amount as defined in the Amended Credit Agreement. TCB may also make loans (“Swing Line Loans”) not to exceed the lesser of $7.5 million or the aggregate commitment. Additionally, the Amended Credit Agreement provides for the Company to increase the commitment with a $20.0 million accordion feature. The Company borrowed $20.0 million on the Term Loan in conjunction with the closing of the Zycron acquisition on April 3, 2017. Proceeds from the foregoing loan arrangements were used to pay off existing indebtedness of the Company on the revolving credit facility under the Credit Agreement, dated as of August 21, 2015, as amended, with TCB. The Company borrowed $5.0 million on the accordion in conjunction with the closing of the Smart acquisition on September 18, 2017. The Revolving Facility and Term Loan bear interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin (as such terms are defined in the Amended Credit Agreement). Swing Line Loans bear interest at the Base Rate plus the Applicable Margin. All interest and commitment fees are generally paid quarterly. The Company’s obligations under the Amended Credit Agreement are secured by a first priority security interest in substantially all tangible and intangible property of the Company and its subsidiaries. The Amended Credit Agreement's customary affirmative and negative covenants remain substantially the same as those in effect under the Credit Agreement including 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 and the Company must comply with certain financial covenants. The Company may not permit the Leverage Ratio (as defined in the Amended Credit Agreement) to be greater than the following: 2.50 to 1.0 (April 3, 2017 to end of fiscal March 2018), 2.00 to 1.0 (March 31, 2018 to end of fiscal March 2019), 1.50 to 1.0 (March 31, 2019 to end of fiscal March 2020), 1.0 to 1.0 (From and after end of fiscal March, 2020). Moreover, the Company may not permit, for any four fiscal quarter period, the Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) to be less than 1.50 to 1.00, and may not permit the Dividend Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) to be less than (a) 1.10 to 1.00 for any four fiscal quarter period ending on or before September 30, 2017 or (b) 1.20 to 1.00 for any four fiscal quarter period thereafter. As of September 24, 2017 , the Company was in compliance with these covenants. Line of Credit At September 24, 2017 and December 25, 2016 , $20.4 million and $23.9 million , respectively, was outstanding on the Revolving Facility with TCB. Borrowings under the Revolving Facility bore interest equal to Base Rate or LIBOR plus the Applicable Margin (as such terms are defined in the Amended Credit Agreement or Credit Amendment, respectively). Additionally, the Company pays an unused commitment fee on the unfunded portion of the Revolving Facility. Borrowings under the Revolving Facility bore interest at: September 24, December 25, Base Rate $ 5,390,421 5.25 % $ 8,882,714 4.25 % LIBOR 5,000,000 4.05 % 5,000,000 3.95 % LIBOR 5,000,000 4.06 % 5,000,000 3.99 % LIBOR 5,000,000 4.07 % 5,000,000 4.16 % Total $ 20,390,421 $ 23,882,714 Long-Term Debt Long-term debt consists of and bore interest at: September 24, December 25, Base Rate $ 700,000 5.25 % $ — — % LIBOR 6,500,000 4.30 % — — % LIBOR 6,500,000 4.31 % — — % LIBOR 6,000,000 4.32 % — — % LIBOR 4,800,000 4.33 % — — % Less current portion on long-term debt (2,756,250 ) — Long-term debt, less current portion $ 21,743,750 $ — |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 24, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy September 24, December 25, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 10,426,915 $ 5,166,885 The changes in the Level 3 fair value measurements from December 25, 2016 to September 24, 2017 relate to $4.4 million in the Zycron and Smart acquisitions and $0.9 million in accretion. The key inputs in determining the fair value of the contingent consideration as of September 24, 2017 and December 25, 2016 included discount rates of ranging from 8% and 22% as well as management's estimates of future sales volumes and EBITDA. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 24, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. The Company is not currently a party to any material litigation; however, in the ordinary course of our business the Company is periodically threatened with or named as a defendant in various lawsuits or actions. The principal risks that the Company insures against, subject to and upon the terms and conditions of various insurance policies, are workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 24, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share. On April 3, 2017, the Company issued 70,670 shares of common stock, $0.01 par value per share, in a private placement for a value of $1 million at the closing of the Zycron acquisition. The Company incurred $7,500 in offering costs. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 24, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Stock Options On May 16, 2017, the stockholders of the Company approved and made effective an amendment to the BG Staffing, Inc. 2013 Long-Term Incentive Plan to add an additional 250,000 shares of common stock available for issuance. The board of directors of the Company had previously approved the amendment subject to stockholder approval. A total of 900,000 shares of common stock were originally reserved for issuance, which brings the new total available for issuance to 1,150,000 shares of common stock. For the thirteen week periods ended September 24, 2017 and September 25, 2016 , the Company recognized $92,293 and $111,134 of compensation cost related to stock option awards, respectively. For the thirty-nine week periods ended September 24, 2017 and September 25, 2016 , the Company recognized $357,024 and $252,972 of compensation cost related to stock option awards, respectively. Unamortized stock compensation expense as of September 24, 2017 amounted to $680,321 , which is expected to be recognized over the next 2.6 years. A summary of stock option activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Options outstanding at December 25, 2016 678,411 $ 8.95 7.8 $ 4,511 Granted 128,000 $ 16.76 Exercised (28,800 ) $ 7.71 Forfeited / Canceled (12,200 ) $ 11.00 Options outstanding at September 24, 2017 765,411 $ 10.27 7.5 $ 5,096 Options exercisable at December 25, 2016 395,911 $ 8.01 7.6 $ 2,965 Options exercisable at September 24, 2017 479,611 $ 8.65 7.0 $ 3,963 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 25, 2016 282,500 $ 2.57 Nonvested outstanding at September 24, 2017 285,800 $ 3.01 For the thirty-nine week periods ended September 24, 2017 , the Company issued 5,221 shares of common stock upon the cashless exercise of 9,402 stock options. Warrant Activity For the thirteen and thirty-nine week periods ended September 24, 2017 and September 25, 2016 , the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense to be recognized as of September 24, 2017 . A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Warrants outstanding at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Warrants outstanding at September 24, 2017 123,984 $ 11.89 2.6 $ 494 Warrants exercisable at December 25, 2016 91,734 $ 9.65 2.2 $ 532 Warrants exercisable at September 24, 2017 123,984 $ 11.89 2.6 $ 494 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 25, 2016 32,250 $ — Nonvested outstanding at September 24, 2017 — $ — The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 24, 2017 | |
Retirement Benefits [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 $232,863 and $217,103 to the 401(k) Plan for the thirteen week periods ended September 24, 2017 and September 25, 2016 , respectively. The Company contributed $657,623 and $622,772 to the 401(k) Plan for the thirty-nine week periods ended September 24, 2017 and September 25, 2016 , respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 24, 2017 | |
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 23 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 and finance and accounting customer projects. The Commercial segment provides temporary workers primarily to logistics, distribution, and call center customers needing a flexible workforce in Illinois, Wisconsin, New Mexico, Texas, Tennessee and Mississippi. Segment operating income includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (corporate) expenses. Assets of corporate include cash, unallocated prepaid expenses, fixed assets, deferred tax assets, and other assets. The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Revenue: Multifamily $ 21,758,642 $ 18,889,265 $ 51,436,393 $ 43,556,297 Professional 31,739,816 25,821,676 91,769,877 80,828,787 Commercial 17,783,216 22,696,409 53,692,954 65,188,266 Total $ 71,281,674 $ 67,407,350 $ 196,899,224 $ 189,573,350 Depreciation: Multifamily $ 23,255 $ 17,122 $ 70,159 $ 40,577 Professional 44,261 39,071 129,968 113,482 Commercial 27,690 23,018 80,231 68,447 Corporate 49,148 45,421 147,797 133,327 Total $ 144,354 $ 124,632 $ 428,155 $ 355,833 Amortization: Multifamily $ — $ — $ — $ 62,848 Professional 1,222,402 1,454,293 3,993,474 4,399,296 Commercial 66,151 94,621 245,903 363,479 Corporate 3,372 — 5,223 — Total $ 1,291,925 $ 1,548,914 $ 4,244,600 $ 4,825,623 Operating income: Multifamily $ 4,020,995 $ 3,331,981 $ 8,524,536 $ 6,859,318 Professional 2,119,550 1,163,674 6,344,222 4,737,610 Commercial 1,108,842 1,364,353 3,000,444 4,070,037 Corporate - selling (119,097 ) — (371,906 ) — Corporate - general and administrative (1,494,106 ) (1,393,412 ) (4,585,854 ) (4,553,844 ) Total $ 5,636,184 $ 4,466,596 $ 12,911,442 $ 11,113,121 Capital expenditures: Multifamily $ 3,947 $ 23,185 $ 76,542 $ 119,592 Professional 52,987 73,168 501,928 82,336 Commercial 2,463 19,908 71,262 60,229 Corporate — 71,194 246,257 356,000 Total $ 59,397 $ 187,455 $ 895,989 $ 618,157 September 24, December 25, Total Assets: Multifamily $ 13,283,021 $ 9,320,335 Professional 70,887,537 39,548,308 Commercial 17,359,515 21,574,855 Corporate 10,761,963 10,770,636 Total $ 112,292,036 $ 81,214,134 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 24, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Dividend On October 20, 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 November 7, 2017 to all shareholders of record as of the close of business on November 2, 2017 . |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 24, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fiscal Year | Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 24, 2017 and December 25, 2016 , and include the thirteen and thirty-nine week periods ended September 24, 2017 and September 25, 2016 |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2016 financial statements to conform with the 2017 presentation. |
Management Estimates | Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include goodwill, intangible assets and contingent consideration obligations related to acquisitions. 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 and contingent consideration. The carrying values of cash and cash equivalents, 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 and term loan 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 Property and equipment are stated net of accumulated depreciation and amortization of $1,213,156 and $1,301,295 at September 24, 2017 and December 25, 2016 , respectively. |
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 $2,565,817 and $2,476,201 , which are included in Deposits the accompanying consolidated balance sheets as of September 24, 2017 and December 25, 2016 , 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 2017 and Fiscal 2016 . |
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 ten years, based on a pattern in which the economic benefit of the respective intangible asset is realized. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Goodwill | Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. |
Deferred Rent | Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. |
Paid-in-kind Interest | Paid-in-kind Interest The Company recorded 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 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. Prior to Fiscal 2017, 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. For acquisitions beginning in Fiscal 2017, based on new valuation methodology, the fair value calculation of the expected future payments uses a discount rate that is commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from three segments: Multifamily, Professional, and Commercial. The Company provides temporary 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 from services and the related direct costs on a gross basis in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. Temporary staffing revenues - Our revenues are generated based on negotiated rates and invoiced on a per-hour basis. Accordingly, temporary staffing revenues are recognized on the hours worked when the services are rendered by the Company’s temporary workers. 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. |
Share-based Compensation | Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. |
Earnings Per Share | Earnings Per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of diluted 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. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. Goodwill is deductible for tax purposes. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. 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 Fiscal 2017 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 offset by a Work Opportunity Tax Credit. Income tax expense attributable to income from operations for Fiscal 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. |
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. The Company is in the process of evaluating the impact of adoption. Based on the progress to date, 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. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” which provides more specific guidance related to how companies account for cloud computing costs. In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements” to clarify guidance, correct errors and make minor improvements to the Accounting Standards Codification (“ASC”) which amends ASC 350-40 to clarify that after ASU 2015-05 is adopted, companies are required to record an intangible asset for the license acquired in a software licensing arrangement. The asset for the software license is required to be recognized and measured at cost. The Company adopted both ASUs on a prospective basis in the second quarter of fiscal 2017 which did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 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 was effective for the Company beginning with the first quarter of 2017. The Company adopted this ASU on a prospective basis which had no impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 Intangibles-Goodwill and Other Simplifying the Test for Goodwill Impairment, which provides guidance to simplify the subsequent measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test. The new standard is effective for the Company beginning with the fourth quarter of 2020. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on the Company's financial condition or results of operations. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. The new standard is effective for the Company beginning with the first quarter 2018. The Company does not anticipate the adoption of ASU 2017-09 will have a material impact on the Company's financial condition or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2017 and the related percentage for Fiscal 2016 was generated in the following areas: Thirty-nine Weeks Ended September 24, September 25, Maryland 12 % 13 % Tennessee 11 % 5 % Texas 30 % 32 % |
Summary of Valuation Allowance | Changes in the allowance for doubtful accounts are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, 2017 September 25, 2016 September 24, 2017 September 25, 2016 Beginning balance $ 473,573 $ 449,823 $ 473,573 $ 446,548 Provision for doubtful accounts 75,772 162,612 88,000 209,528 Amounts written off, net (75,772 ) (162,612 ) (88,000 ) (206,253 ) Ending balance $ 473,573 $ 449,823 $ 473,573 $ 449,823 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Weighted-average number of common shares outstanding: 8,759,376 8,658,061 8,724,811 7,920,000 Effect of dilutive securities: Stock options 279,735 323,313 260,404 263,915 Warrants 38,036 47,024 34,663 35,961 Weighted-average number of diluted common shares outstanding 9,077,147 9,028,398 9,019,878 8,219,876 Stock options 178,000 50,000 178,000 50,000 Warrants 32,250 — 32,250 — Antidilutive shares 210,250 50,000 210,250 50,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 4,345,312 Prepaid expenses and other assets 82,122 Property and equipment 128,431 Intangible assets 13,818,474 Goodwill 6,901,101 Liabilities assumed (2,983,222 ) Total net assets acquired $ 22,292,218 Cash $ 18,500,000 Hold back 500,000 Common stock 1,000,000 Working capital adjustment (299,835 ) Fair value of contingent consideration 2,592,053 Total fair value of consideration transferred for acquired business $ 22,292,218 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 475,000 5 years Trade name 5,006,000 Indefinite Customer list 8,337,474 10 years Total $ 13,818,474 |
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 Zycron and Smart acquisitions had taken place on the first day of the Company's 2016 fiscal year would be as follows (dollars in thousands, except per share amounts): Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Revenues $ 73,782 $ 80,519 $ 214,659 $ 228,577 Gross profit $ 19,196 $ 18,428 $ 54,391 $ 54,034 Net income $ 3,203 $ 2,933 $ 6,992 $ 5,270 Income per share: Basic $ 0.37 $ 0.34 $ 0.80 $ 0.67 Diluted $ 0.35 $ 0.32 $ 0.78 $ 0.64 |
ACCRUED PAYROLL AND EXPENSES 23
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued payroll and expenses consist of the following at: September 24, December 25, Temporary worker payroll $ 6,672,200 $ 5,547,161 Temporary worker payroll related 2,570,505 2,033,602 Accrued bonuses and commissions 1,181,071 892,742 Other 2,142,861 1,194,970 $ 12,566,637 $ 9,668,475 |
Schedule of Future Estimated Earnout Payments | The following is a schedule of future estimated contingent consideration payments to various parties as of September 24, 2017 : Estimated Cash Payment Discount Net Due in: Less than one year $ 5,750,000 $ (214,932 ) $ 5,535,068 One to two years 3,250,000 (727,741 ) 2,522,259 Two to three years 2,500,000 (130,412 ) 2,369,588 Contingent consideration $ 11,500,000 $ (1,073,085 ) $ 10,426,915 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the Revolving Facility bore interest at: September 24, December 25, Base Rate $ 5,390,421 5.25 % $ 8,882,714 4.25 % LIBOR 5,000,000 4.05 % 5,000,000 3.95 % LIBOR 5,000,000 4.06 % 5,000,000 3.99 % LIBOR 5,000,000 4.07 % 5,000,000 4.16 % Total $ 20,390,421 $ 23,882,714 |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy September 24, December 25, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 10,426,915 $ 5,166,885 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity | A summary of stock option activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Options outstanding at December 25, 2016 678,411 $ 8.95 7.8 $ 4,511 Granted 128,000 $ 16.76 Exercised (28,800 ) $ 7.71 Forfeited / Canceled (12,200 ) $ 11.00 Options outstanding at September 24, 2017 765,411 $ 10.27 7.5 $ 5,096 Options exercisable at December 25, 2016 395,911 $ 8.01 7.6 $ 2,965 Options exercisable at September 24, 2017 479,611 $ 8.65 7.0 $ 3,963 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 25, 2016 282,500 $ 2.57 Nonvested outstanding at September 24, 2017 285,800 $ 3.01 |
Warrant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity | A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options (in thousands) Warrants outstanding at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Warrants outstanding at September 24, 2017 123,984 $ 11.89 2.6 $ 494 Warrants exercisable at December 25, 2016 91,734 $ 9.65 2.2 $ 532 Warrants exercisable at September 24, 2017 123,984 $ 11.89 2.6 $ 494 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 25, 2016 32,250 $ — Nonvested outstanding at September 24, 2017 — $ — |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 24, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 24, September 25, September 24, September 25, Revenue: Multifamily $ 21,758,642 $ 18,889,265 $ 51,436,393 $ 43,556,297 Professional 31,739,816 25,821,676 91,769,877 80,828,787 Commercial 17,783,216 22,696,409 53,692,954 65,188,266 Total $ 71,281,674 $ 67,407,350 $ 196,899,224 $ 189,573,350 Depreciation: Multifamily $ 23,255 $ 17,122 $ 70,159 $ 40,577 Professional 44,261 39,071 129,968 113,482 Commercial 27,690 23,018 80,231 68,447 Corporate 49,148 45,421 147,797 133,327 Total $ 144,354 $ 124,632 $ 428,155 $ 355,833 Amortization: Multifamily $ — $ — $ — $ 62,848 Professional 1,222,402 1,454,293 3,993,474 4,399,296 Commercial 66,151 94,621 245,903 363,479 Corporate 3,372 — 5,223 — Total $ 1,291,925 $ 1,548,914 $ 4,244,600 $ 4,825,623 Operating income: Multifamily $ 4,020,995 $ 3,331,981 $ 8,524,536 $ 6,859,318 Professional 2,119,550 1,163,674 6,344,222 4,737,610 Commercial 1,108,842 1,364,353 3,000,444 4,070,037 Corporate - selling (119,097 ) — (371,906 ) — Corporate - general and administrative (1,494,106 ) (1,393,412 ) (4,585,854 ) (4,553,844 ) Total $ 5,636,184 $ 4,466,596 $ 12,911,442 $ 11,113,121 Capital expenditures: Multifamily $ 3,947 $ 23,185 $ 76,542 $ 119,592 Professional 52,987 73,168 501,928 82,336 Commercial 2,463 19,908 71,262 60,229 Corporate — 71,194 246,257 356,000 Total $ 59,397 $ 187,455 $ 895,989 $ 618,157 September 24, December 25, Total Assets: Multifamily $ 13,283,021 $ 9,320,335 Professional 70,887,537 39,548,308 Commercial 17,359,515 21,574,855 Corporate 10,761,963 10,770,636 Total $ 112,292,036 $ 81,214,134 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 9 Months Ended |
Sep. 24, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Sales Revenue, Net - Credit Concentration Risk | 9 Months Ended | |
Sep. 24, 2017 | Sep. 25, 2016 | |
Maryland | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 12.00% | 13.00% |
Tennessee | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.00% | 5.00% |
Texas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 30.00% | 32.00% |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes In The Allowance For Doubtful Accounts (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 473,573 | $ 449,823 | $ 473,573 | $ 446,548 |
Provision for doubtful accounts | 75,772 | 162,612 | 88,000 | 209,528 |
Amounts written off, net | (75,772) | (162,612) | (88,000) | (206,253) |
Ending balance | $ 473,573 | $ 449,823 | $ 473,573 | $ 449,823 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 9 Months Ended | ||
Sep. 24, 2017USD ($)segment | Sep. 25, 2016USD ($) | Dec. 25, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated depreciation and amortization, property, plant, and equipment | $ 1,213,156 | $ 1,301,295 | |
Original cost of fully depreciated assets disposed of | 426,066 | ||
Deposit contracts, assets | 2,565,817 | $ 2,476,201 | |
Impairment of long-lived assets | $ 0 | $ 0 | |
Number of reportable segments | segment | 3 | ||
Federal statutory income tax rate, percent | 34.00% | 34.00% | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Fiscal period, length | 364 days | 364 days | |
Useful life | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Fiscal period, length | 371 days | 371 days | |
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | ||||
Basic (shares) | 8,759,376 | 8,658,061 | 8,724,811 | 7,920,000 |
Effect of dilutive securities: | ||||
Weighted-average number of diluted common shares outstanding | 9,077,147 | 9,028,398 | 9,019,878 | 8,219,876 |
Antidilutive securities excluded from computation of earnings per share, amount | 210,250 | 50,000 | 210,250 | 50,000 |
Employee Stock Option | ||||
Effect of dilutive securities: | ||||
Stock options | 279,735 | 323,313 | 260,404 | 263,915 |
Antidilutive securities excluded from computation of earnings per share, amount | 178,000 | 50,000 | 178,000 | 50,000 |
Warrant | ||||
Effect of dilutive securities: | ||||
Warrants | 38,036 | 47,024 | 34,663 | 35,961 |
Antidilutive securities excluded from computation of earnings per share, amount | 32,250 | 0 | 32,250 | 0 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Sep. 18, 2017 | Apr. 03, 2017 | Sep. 24, 2017 | Sep. 24, 2017 | Sep. 25, 2016 | Dec. 25, 2016 |
Business Acquisition [Line Items] | ||||||
Revenue of acquiree since acquisition date, actual | $ 8,700,000 | |||||
Goodwill | $ 17,826,199 | 17,826,199 | $ 9,184,659 | |||
Zycron, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Initial cash paid for acquisition | $ 18,500,000 | |||||
Stock issued during period, value, acquisitions | 1,000,000 | |||||
Escrow deposit | 500,000 | |||||
Contingent consideration | $ 3,000,000 | |||||
Business combination, period of contingency | 2 years | |||||
Revenue of acquiree since acquisition date, actual | 17,600,000 | 9,000,000 | ||||
Operating income of acquiree since acquisition date, actual | 1,600,000 | $ 900,000 | ||||
Goodwill | $ 6,901,101 | |||||
Smart, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Initial cash paid for acquisition | $ 6,000,000 | |||||
Contingent consideration | $ 2,000,000 | |||||
Business combination, period of contingency | 2 years | |||||
Business combination, period for true-up of acquired working capital | 90 days | |||||
Revenue of acquiree since acquisition date, actual | 200,000 | |||||
Operating income of acquiree since acquisition date, actual | $ 0 | |||||
Goodwill | $ 1,740,439 | |||||
Private Placement | Zycron, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during period, shares, acquisitions | 70,670 | |||||
Pro Forma | ||||||
Business Acquisition [Line Items] | ||||||
Effective income tax rate reconciliation, percent | 36.80% | 38.40% |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 18, 2017 | Apr. 03, 2017 | Sep. 24, 2017 | Dec. 25, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 17,826,199 | $ 9,184,659 | ||
Fair value of contingent consideration | $ 10,426,915 | |||
Smart, Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1,228,614 | |||
Prepaid expenses and other assets | 36,816 | |||
Property and equipment | 40,626 | |||
Intangible assets | 4,927,045 | |||
Goodwill | 1,740,439 | |||
Liabilities assumed | (216,343) | |||
Total net assets acquired | 7,757,197 | |||
Cash | 6,000,000 | |||
Working capital adjustment | (3,440) | |||
Fair value of contingent consideration | 1,760,637 | |||
Total fair value of consideration transferred for acquired business | $ 7,757,197 | |||
Zycron, Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 4,345,312 | |||
Prepaid expenses and other assets | 82,122 | |||
Property and equipment | 128,431 | |||
Intangible assets | 13,818,474 | |||
Goodwill | 6,901,101 | |||
Liabilities assumed | (2,983,222) | |||
Total net assets acquired | 22,292,218 | |||
Cash | 18,500,000 | |||
Hold back | 500,000 | |||
Common stock | 1,000,000 | |||
Working capital adjustment | (299,835) | |||
Fair value of contingent consideration | 2,592,053 | |||
Total fair value of consideration transferred for acquired business | $ 22,292,218 |
ACQUISITIONS - Finite-Lived and
ACQUISITIONS - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) | Sep. 18, 2017 | Apr. 03, 2017 |
Smart, Inc. | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,927,045 | |
Smart, Inc. | Covenants not to compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles acquired | $ 20,000 | |
Acquired finite-lived Intangible Assets, weighted average useful life | 5 years | |
Smart, Inc. | Customer list | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles acquired | $ 4,907,045 | |
Acquired finite-lived Intangible Assets, weighted average useful life | 10 years | |
Zycron, Inc. | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 13,818,474 | |
Zycron, Inc. | Covenants not to compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles acquired | $ 475,000 | |
Acquired finite-lived Intangible Assets, weighted average useful life | 5 years | |
Zycron, Inc. | Customer list | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles acquired | $ 8,337,474 | |
Acquired finite-lived Intangible Assets, weighted average useful life | 10 years | |
Trade name | Zycron, Inc. | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles acquired | $ 5,006,000 |
ACQUISITIONS (Supplemental Unau
ACQUISITIONS (Supplemental Unaudited Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Zycron, Inc. | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 73,782 | $ 80,519 | $ 214,659 | $ 228,577 |
Gross profit | 19,196 | 18,428 | 54,391 | 54,034 |
Net income (loss) | $ 3,203 | $ 2,933 | $ 6,992 | $ 5,270 |
Income per share: | ||||
Basic pro forma (in usd per share) | $ 0.37 | $ 0.34 | $ 0.80 | $ 0.67 |
Diluted pro forma (in usd per share) | $ 0.35 | $ 0.32 | $ 0.78 | $ 0.64 |
Pro Forma | ||||
Income per share: | ||||
Effective income tax rate reconciliation, percent | 36.80% | 38.40% | ||
Pro Forma | Revolving Credit Facility | ||||
Income per share: | ||||
Line of credit facility, interest rate during period | 4.50% |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible assets, accumulated amortization | $ 34,501,414 | $ 34,501,414 | $ 30,205,434 | ||
Capitalized computer software, additions | 440,668 | ||||
Capitalized computer software, gross | 347,379 | ||||
Amortization of intangible assets | $ 1,291,925 | $ 1,548,914 | $ 4,244,600 | $ 4,825,623 |
ACCRUED PAYROLL AND EXPENSES 38
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Accrued Payroll and Expenses (Details) - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Temporary worker payroll | $ 6,672,200 | $ 5,547,161 |
Temporary worker payroll related | 2,570,505 | 2,033,602 |
Accrued bonuses and commissions | 1,181,071 | 892,742 |
Other | 2,142,861 | 1,194,970 |
Accrued liabilities, current | $ 12,566,637 | $ 9,668,475 |
ACCRUED PAYROLL AND EXPENSES 39
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Schedule of Future Estimated Earn Out Payments (Details) - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Contingent consideration, current portion | $ 5,750,000 | |
Contingent consideration, liability in year two | 3,250,000 | |
Contingent consideration, liability in year three | 2,500,000 | |
Contingent consideration, liability, total | 11,500,000 | |
Interest expense, earn out payable, current portion | (214,932) | |
Interest expense, earn out payable in year two | (727,741) | |
Interest expense, earn out payable in year three | (130,412) | |
Interest expense, earn out payable, total | 1,073,085 | |
Contingent consideration, current portion, net | 5,535,068 | $ 3,580,561 |
Contingent consideration, liability in year two, net | 2,522,259 | |
Contingent consideration, liability in year three, net | 2,369,588 | |
Contingent consideration, liability, total, net | $ 10,426,915 |
ACCRUED PAYROLL AND EXPENSES 40
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Narrative (Details) | Sep. 24, 2017USD ($) |
Accrued Liabilities, Current [Abstract] | |
Other liabilities, current | $ 158,072 |
DEBT (Details Textual)
DEBT (Details Textual) | Apr. 03, 2017USD ($) | Sep. 21, 2016USD ($) | Sep. 24, 2017USD ($) | Sep. 18, 2017USD ($) | Dec. 25, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Minimum fixed charge coverage ratio | 1.50 | ||||
Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing capacity, percentage | 85.00% | ||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | ||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 20,390,421 | $ 23,882,714 | |||
Amended Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing capacity, percentage | 85.00% | ||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | ||||
Amended Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 55,000,000 | ||||
Senior Notes | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long term debt | 20,000,000 | $ 5,000,000 | |||
Maximum | Bridge Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long term debt | 7,500,000 | ||||
Maximum | Commitments to Extend Credit | Amended Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Long term debt | $ 20,000,000 | ||||
April 3rd 2017 to March 31st 2018 | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 2.50 | ||||
March 31st 2018 to March 31st 2019 | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 2 | ||||
March 31st 2019, to March 31st 2020 | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 1.50 | ||||
After March 31st 2020 | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 1 | ||||
September 30th 2016 to September 30th 2017 | |||||
Debt Instrument [Line Items] | |||||
Minimum dividend fixed charge coverage ratio | 1.10 | ||||
After September 30th 2017 | |||||
Debt Instrument [Line Items] | |||||
Minimum dividend fixed charge coverage ratio | 1.20 |
DEBT - Borrowings Under Revolvi
DEBT - Borrowings Under Revolving Facility (Details) - Credit Agreement - Texas Capital Bank, National Association (TCB) - Revolving Credit Facility - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 5,390,421 | $ 8,882,714 |
Debt Instrument, Interest Rate, Effective Percentage for Initial Borrowing Amount | 5.25% | 4.25% |
Second borrowing amount | $ 5,000,000 | $ 5,000,000 |
Debt Instrument, Interest Rate, Effective Percentage for Second Borrowing Amount | 4.05% | 3.95% |
Third borrowing amount | $ 5,000,000 | $ 5,000,000 |
Debt Instrument, Interest Rate, Effective Percentage for Third Borrowing Amount | 4.06% | 3.99% |
Fourth borrowing amount | $ 5,000,000 | $ 5,000,000 |
Debt Instrument, Interest Rate, Effective Percentage for Fourth Borrowing Amount | 4.07% | 4.16% |
Total borrowing amount | $ 20,390,421 | $ 23,882,714 |
DEBT - Borrowing Under Term Loa
DEBT - Borrowing Under Term Loan (Details) - USD ($) | Sep. 24, 2017 | Dec. 25, 2016 |
Debt Instrument [Line Items] | ||
Less current portion on long-term debt | $ (2,614,160) | $ 0 |
Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross, Initial Borrowing | $ 700,000 | $ 0 |
Debt Instrument, Interest Rate, Effective Percentage for Initial Borrowing Amount | 5.25% | 0.00% |
Long-Term Debt, Gross, Second Borrowing Amount | $ 6,500,000 | $ 0 |
Debt Instrument, Interest Rate, Effective Percentage for Second Borrowing Amount | 4.30% | 0.00% |
Long-Term Debt, Gross, Third Borrowing Amount | $ 6,500,000 | $ 0 |
Debt Instrument, Interest Rate, Effective Percentage for Third Borrowing Amount | 4.31% | 0.00% |
Long-Term Debt, Gross, Fourth Borrowing Amount | $ 6,000,000 | $ 0 |
Debt Instrument, Interest Rate, Effective Percentage for Fourth Borrowing Amount | 4.32% | 0.00% |
Long-Term Debt, Gross, Fifth Borrowing Amount | $ 4,800,000 | |
Debt Instrument, Interest Rate, Effective Percentage for Fifth Borrowing Amount | 4.33% | |
Less current portion on long-term debt | $ (2,756,250) | $ 0 |
Long-term debt, less current portion | $ 21,743,750 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Dec. 25, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 10,426,915 | ||
Interest expense on earn out payable | 907,340 | $ 1,449,316 | |
Fair Value, Inputs, Level 3 | Contingent Consideration | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 10,426,915 | $ 5,166,885 | |
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (percentage) | 8.00% | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (percentage) | 22.00% | ||
Zycron and Smart, Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent liability | $ 4,400,000 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | Apr. 03, 2017 | Sep. 24, 2017 | Dec. 25, 2016 |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 | |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Payments of stock issuance costs | $ 7,500 | ||
Zycron, Inc. | |||
Class of Stock [Line Items] | |||
Stock issued during period, value, acquisitions | $ 1,000,000 | ||
Private Placement | Zycron, Inc. | |||
Class of Stock [Line Items] | |||
Stock issued during period, shares, acquisitions | 70,670 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | May 16, 2017 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options converted | 9,402 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost related to stock awards | $ 92,293 | $ 111,134 | $ 357,024 | $ 252,972 | ||
Unamortized stock compensation expense | 680,321 | $ 680,321 | ||||
Unamortized stock compensation expense, recognition period | 2 years 6 months 28 days | |||||
Shares issued in period | 5,221 | |||||
Options converted | 28,800 | |||||
Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost related to stock awards | 0 | $ 0 | ||||
Unamortized warrant compensation expense | $ 0 | $ 0 | ||||
Long Term Incentive Plan 2013 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional capital shares reserved for future issuance | 250,000 | |||||
Capital shares reserved for future issuance | 1,150,000 | 900,000 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 24, 2017 | Dec. 25, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Exercised (in shares) | (9,402) | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning number of shares, outstanding (in shares) | 678,411 | |
Granted (in shares) | 128,000 | |
Exercised (in shares) | (28,800) | |
Forfeited / Canceled (in shares) | (12,200) | |
Number of shares, outstanding (in shares) | 765,411 | 678,411 |
Ending number of shares, options exercisable | 479,611 | 395,911 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Beginning balance of options outstanding (in dollars per share) | $ 8.95 | |
Granted (in dollars per share) | 16.76 | |
Exercised (in dollars per share) | 7.71 | |
Forfeited / Canceled (in dollars per share) | 11 | |
Ending balance of options outstanding (in dollars per share) | 10.27 | $ 8.95 |
Options exercisable at end of period | $ 8.65 | $ 8.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | ||
Options outstanding, weighted average remaining contractual term | 7 years 6 months 13 days | 7 years 9 months 18 days |
Optons exercisable, weighted average remaining contractual term | 7 years 5 days | 7 years 6 months 22 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Roll Forward] | ||
Beginning balance, intrinsic value | $ 4,511 | |
Ending value, intrinsic value | 5,096 | $ 4,511 |
Options exercisable, aggregate intrinsic value | $ 3,963 | $ 2,965 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Nonvested, number of shares | 285,800 | 282,500 |
Nonvested options, weighted average grant date fair value | $ 3.01 | $ 2.57 |
SHARE-BASED COMPENSATION - Su48
SHARE-BASED COMPENSATION - Summary of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 24, 2017 | Dec. 25, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of warrants, exercisable | 91,734 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 9.65 | |
Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Number of warrants, outstanding, beginning balance (in shares) | 123,984 | |
Number of warrants, outstanding, ending balance (in shares) | 123,984 | 123,984 |
Number of warrants, exercisable | 123,984 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding warrants, weighted average exercise price, beginning balance (in dollars per share) | $ 11.51 | |
Outstanding warrants, weighted average exercise price, ending balance (in dollars per share) | 11.89 | $ 11.51 |
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 11.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Warrants outstanding, weighted average remaining contractual life | 2 years 7 months 13 days | 2 years 9 months 22 days |
Exercisable warrants, weighted average remaining contractual life | 2 years 7 months 13 days | 2 years 2 months 23 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Roll Forward] | ||
Outstanding warrants, intrinsic value, beginning balance | $ 532 | |
Outstanding warrants, intrinsic value, ending balance | 494 | $ 532 |
Exercisable warrants, intrinsic price | $ 494 | $ 532 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value [Abstract] [Roll Forward] | ||
Nonvested number of shares | 0 | 32,250 |
Nonvested warrants, weighted average grant date fair value | 0 | 0 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 232,863 | $ 217,103 | $ 657,623 | $ 622,772 |
First 3% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | |||
Next 2% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% |
BUSINESS SEGMENTS (Details Text
BUSINESS SEGMENTS (Details Textual) | 9 Months Ended |
Sep. 24, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
BUSINESS SEGMENTS (Reconciliati
BUSINESS SEGMENTS (Reconciliation of Revenue and Operating Income) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2017 | Sep. 25, 2016 | Sep. 24, 2017 | Sep. 25, 2016 | Dec. 25, 2016 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 71,281,674 | $ 67,407,350 | $ 196,899,224 | $ 189,573,350 | |
Depreciation | 144,354 | 124,632 | 428,155 | 355,833 | |
Amortization | 1,291,925 | 1,548,914 | 4,244,600 | 4,825,623 | |
Operating income | 5,636,184 | 4,466,596 | 12,911,442 | 11,113,121 | |
Capital expenditures | 59,397 | 187,455 | 895,989 | 618,157 | |
Total assets | 112,292,036 | 112,292,036 | $ 81,214,134 | ||
Operating Segments | Multifamily | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 21,758,642 | 18,889,265 | 51,436,393 | 43,556,297 | |
Depreciation | 23,255 | 17,122 | 70,159 | 40,577 | |
Amortization | 0 | 0 | 0 | 62,848 | |
Operating income | 4,020,995 | 3,331,981 | 8,524,536 | 6,859,318 | |
Capital expenditures | 3,947 | 23,185 | 76,542 | 119,592 | |
Total assets | 13,283,021 | 13,283,021 | 9,320,335 | ||
Operating Segments | Professional | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 31,739,816 | 25,821,676 | 91,769,877 | 80,828,787 | |
Depreciation | 44,261 | 39,071 | 129,968 | 113,482 | |
Amortization | 1,222,402 | 1,454,293 | 3,993,474 | 4,399,296 | |
Operating income | 2,119,550 | 1,163,674 | 6,344,222 | 4,737,610 | |
Capital expenditures | 52,987 | 73,168 | 501,928 | 82,336 | |
Total assets | 70,887,537 | 70,887,537 | 39,548,308 | ||
Operating Segments | Commercial | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 17,783,216 | 22,696,409 | 53,692,954 | 65,188,266 | |
Depreciation | 27,690 | 23,018 | 80,231 | 68,447 | |
Amortization | 66,151 | 94,621 | 245,903 | 363,479 | |
Operating income | 1,108,842 | 1,364,353 | 3,000,444 | 4,070,037 | |
Capital expenditures | 2,463 | 19,908 | 71,262 | 60,229 | |
Total assets | 17,359,515 | 17,359,515 | 21,574,855 | ||
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation | 49,148 | 45,421 | 147,797 | 133,327 | |
Amortization | 3,372 | 0 | 5,223 | 0 | |
Capital expenditures | 0 | 71,194 | 246,257 | 356,000 | |
Total assets | 10,761,963 | 10,761,963 | $ 10,770,636 | ||
Corporate, Non-Segment | Selling and Marketing Expense | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | (119,097) | 0 | (371,906) | 0 | |
Corporate, Non-Segment | General and Administrative Expense | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | $ (1,494,106) | $ (1,393,412) | $ (4,585,854) | $ (4,553,844) |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - $ / shares | Oct. 20, 2017 | Sep. 24, 2017 |
Subsequent Event [Line Items] | ||
Common stock, dividends, per share, declared | $ 0.25 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Dividend payable date | Oct. 20, 2017 | |
Common stock, dividends, per share, declared | $ 0.25 | |
Dividend declared date | Nov. 7, 2017 | |
Dividend payable date of record | Nov. 2, 2017 |