Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Mar. 12, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BG Staffing, Inc. | ||
Entity Central Index Key | 0001474903 | ||
Current Fiscal Year End Date | --12-30 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 10,229,490 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 30, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 234,569,924 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Accounts receivable (net of allowance for doubtful accounts of $468,233 and $473,573 at 2018 and 2017, respectively) | $ 37,606,721 | $ 36,707,885 |
Prepaid expenses | 984,219 | 947,968 |
Income taxes receivable | 0 | 190,912 |
Other current assets | 22,733 | 143,237 |
Total current assets | 38,613,673 | 37,990,002 |
Property and equipment, net | 2,556,992 | 2,039,935 |
Other assets | ||
Deposits | 3,209,419 | 2,907,104 |
Deferred income taxes, net | 4,870,997 | 6,402,513 |
Intangible assets, net | 33,034,173 | 37,323,286 |
Goodwill | 17,983,549 | 17,970,049 |
Total other assets | 59,098,138 | 64,602,952 |
Total assets | 100,268,803 | 104,632,889 |
Current liabilities | ||
Long-term debt, current portion (net of deferred finance fees of $44,920 and $138,801 for 2018 and 2017, respectively) | 4,242,580 | 2,923,699 |
Accrued interest | 308,547 | 330,630 |
Accounts payable | 146,257 | 1,909,612 |
Accrued payroll and expenses | 10,411,374 | 11,540,806 |
Accrued workers’ compensation | 530,980 | 592,121 |
Contingent consideration, current portion | 2,363,512 | 4,299,184 |
Other current liabilities | 0 | 74,052 |
Income taxes payable | 55,841 | 0 |
Total current liabilities | 18,059,091 | 21,670,104 |
Line of credit (net of deferred finance fees of $571,782 and $747,716 for 2018 and 2017, respectively) | 10,078,507 | 20,620,352 |
Long-term debt, less current portion (net of deferred finance fees of $65,850 and $246,030 for 2018 and 2017, respectively) | 5,767,650 | 20,578,970 |
Contingent consideration, less current portion | 0 | 2,178,486 |
Other long-term liabilities | 661,542 | 450,298 |
Total liabilities | 34,566,790 | 65,498,210 |
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, 10,227,247 and 8,759,376 shares issued and outstanding for 2018 and 2017, respectively, net of treasury stock, at cost, 828 shares and -0- shares for 2018 and 2017, respectively | 78,246 | 87,594 |
Additional paid in capital | 57,624,379 | 37,675,329 |
Retained earnings | 7,999,388 | 1,371,756 |
Total stockholders’ equity | 65,702,013 | 39,134,679 |
Total liabilities and stockholders’ equity | $ 100,268,803 | $ 104,632,889 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 468,233 | $ 473,573 |
Long-term debt, current portion - Deferred finance fees | 44,920 | 138,801 |
Line of credit - Deferred finance fees | 571,782 | 747,716 |
Long-term debt, less current portion - Deferred finance fees | $ 65,850 | $ 246,030 |
Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 19,500,000 | 19,500,000 |
Common Stock, Shares Issued | 10,227,247 | 8,759,376 |
Common Stock, Shares Outstanding | 10,227,247 | 8,759,376 |
Treasury Stock, Shares | 828 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 286,862,926 | $ 272,600,050 | $ 253,852,214 |
Cost of services | 210,267,734 | 204,198,052 | 193,778,848 |
Gross profit | 76,595,192 | 68,401,998 | 60,073,366 |
Selling, general and administrative expenses | 47,291,020 | 44,349,272 | 37,804,208 |
Depreciation and amortization | 5,044,487 | 6,291,958 | 6,733,341 |
Operating income | 24,259,685 | 17,760,768 | 15,535,817 |
Loss on extinguishment of debt | 0 | 0 | (404,119) |
Interest expense, net | (2,850,405) | (3,253,134) | (3,961,617) |
Income before income taxes | 21,409,280 | 14,507,634 | 11,170,081 |
Income tax expense | 3,859,739 | 8,659,200 | 4,287,674 |
Net (loss) income | $ 17,549,541 | $ 5,848,434 | $ 6,882,407 |
Net income per share: | |||
Basic (in dollars per share) | $ 1.83 | $ 0.67 | $ 0.85 |
Diluted (in dollars per share) | $ 1.79 | $ 0.65 | $ 0.82 |
Weighted average shares outstanding: | |||
Basic (in shares) | 9,577,498 | 8,733,941 | 8,107,637 |
Diluted (in shares) | 9,808,080 | 9,038,187 | 8,399,883 |
Common stock, dividends, per share, declared | $ 1.15 | $ 1 | $ 1 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Treasury Stock Amount | Additional Paid in Capital | Retained Earnings |
Stockholders’ equity, beginning of period at Dec. 27, 2015 | $ 25,928,424 | $ 0 | $ 73,880 | $ 0 | $ 20,446,948 | $ 5,407,596 |
Stockholders’ equity (in shares), beginning of period at Dec. 27, 2015 | 7,387,955 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 313,988 | 313,988 | ||||
Issuance of shares, net of offering costs (in shares) | 1,191,246 | |||||
Issuance of shares, net of offering costs | 15,108,756 | $ 11,912 | 15,096,844 | |||
Exercise of common stock options and warrants (shares) | 89,284 | |||||
Exercise of common stock options and warrants | 285,801 | $ 893 | 284,908 | |||
Option cancellation agreement | 0 | |||||
Cash dividends declared | (8,030,922) | (8,030,922) | ||||
Net income | 6,882,407 | 6,882,407 | ||||
Stockholders’ equity (in shares), end of period at Dec. 25, 2016 | 8,668,485 | |||||
Stockholders’ equity, end of period at Dec. 25, 2016 | 40,488,454 | 0 | $ 86,685 | 0 | 36,142,688 | 4,259,081 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 447,301 | 447,301 | ||||
Issuance of shares, net of offering costs (in shares) | 70,670 | |||||
Issuance of shares, net of offering costs | 992,500 | $ 707 | 991,793 | |||
Exercise of common stock options and warrants (shares) | 20,221 | |||||
Exercise of common stock options and warrants | 93,749 | $ 202 | 93,547 | |||
Option cancellation agreement | 0 | |||||
Cash dividends declared | (8,735,759) | (8,735,759) | ||||
Net income | 5,848,434 | 5,848,434 | ||||
Stockholders’ equity (in shares), end of period at Dec. 31, 2017 | 8,759,376 | |||||
Stockholders’ equity, end of period at Dec. 31, 2017 | 39,134,679 | 0 | $ 87,594 | 0 | 37,675,329 | 1,371,756 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 1,069,482 | 1,069,482 | ||||
Issuance of shares, net of offering costs (in shares) | 1,293,750 | |||||
Issuance of shares, net of offering costs | 21,360,138 | $ 12,938 | 21,347,200 | |||
Issuance of restricted shares, net of 828 shares of treasury stock (shares) | 41,172 | |||||
Issuance of restricted shares, net of 828 shares of treasury stock | (24,027) | $ 412 | (24,027) | (412) | ||
Exercise of common stock options and warrants (shares) | 132,949 | |||||
Exercise of common stock options and warrants | 869,278 | $ 1,329 | 867,949 | |||
Option cancellation agreement | (3,335,169) | (3,335,169) | ||||
Cash dividends declared | (10,921,909) | (10,921,909) | ||||
Net income | 17,549,541 | 17,549,541 | ||||
Stockholders’ equity (in shares), end of period at Dec. 30, 2018 | 10,227,247 | |||||
Stockholders’ equity, end of period at Dec. 30, 2018 | $ 65,702,013 | $ 0 | $ 102,273 | $ (24,027) | $ 57,624,379 | $ 7,999,388 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock, shares | 828 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Cash flows from operating activities | |||
Net income | $ 17,549,541 | $ 5,848,434 | $ 6,882,407 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 746,443 | 592,317 | 486,682 |
Amortization | 4,298,044 | 5,699,641 | 6,246,659 |
Loss on disposal of property and equipment | 17,765 | 17,373 | 10,192 |
Loss on extinguishment of debt, net | 0 | 0 | 404,119 |
Contingent consideration adjustment | (3,775,307) | (225,743) | (167,393) |
Amortization of deferred financing fees | 453,513 | 251,376 | 104,847 |
Amortization of debt discounts | 0 | 0 | 43,159 |
Interest expense on contingent consideration payable | 624,145 | 1,208,095 | 1,839,429 |
Provision for doubtful accounts | 40,618 | 760,633 | 389,319 |
Share-based compensation | 1,069,482 | 447,301 | 313,988 |
Deferred income taxes | 1,531,516 | 3,109,942 | (1,100,663) |
Net changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (939,454) | 1,434,308 | (1,393,935) |
Prepaid expenses | (36,251) | 102,443 | (89,550) |
Other current assets | 120,504 | 27,425 | (20,503) |
Deposits | (302,315) | (245,018) | (424,107) |
Accrued interest | (22,083) | 229,762 | (296,363) |
Accounts payable | (1,763,355) | (555,971) | (620,523) |
Accrued payroll and expenses | (1,129,431) | 284,667 | (1,927,592) |
Accrued workers’ compensation | (61,141) | (162,435) | (34,322) |
Other current liabilities | (87,553) | (299,691) | (945,382) |
Income taxes receivable and payable | 246,753 | (384,177) | (110,750) |
Other long-term liabilities | (154,959) | (76,959) | (55,878) |
Net cash provided by operating activities | 18,426,475 | 18,063,723 | 9,533,840 |
Cash flows from investing activities | |||
Businesses acquired, net of cash received | 0 | (24,500,000) | 0 |
Capital expenditures | (923,994) | (1,145,757) | (938,943) |
Proceeds from sale of property and equipment | 0 | 2,350 | 7,587 |
Net cash used in investing activities | (923,994) | (25,643,407) | (931,356) |
Cash flows from financing activities | |||
Net (payments) borrowings under line of credit | (10,717,778) | (2,514,646) | 7,665,714 |
Proceeds from issuance of long-term debt | 0 | 25,000,000 | 0 |
Principal payments on long-term debt | (13,766,500) | (1,112,500) | (15,281,657) |
Payments on other current liabilities | 0 | 0 | (500,000) |
Payments of dividends | (10,921,909) | (8,735,759) | (8,030,922) |
Issuance of shares under the 2013 Long-Term Incentive Plan and Form S-3 registration statement, net of exercises | 22,205,389 | 86,249 | 15,254,406 |
Option cancellation agreement | (3,335,169) | 0 | 0 |
Contingent consideration paid | (962,996) | (4,024,257) | (7,556,162) |
Deferred financing costs | (3,518) | (1,119,403) | (153,863) |
Net cash (used in) provided by financing activities | (17,502,481) | 7,579,684 | (8,602,484) |
Net change in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of year | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 0 | 0 | 0 |
Supplemental cash flow information: | |||
Cash paid for interest | 1,764,960 | 1,447,138 | 2,440,757 |
Cash paid for taxes, net of refunds | 2,012,325 | 5,909,250 | 5,500,076 |
Non-cash transactions: | |||
Leasehold improvements funded by landlord incentives | $ 366,202 | $ 255,493 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS BG Staffing, Inc. is a national 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: Real Estate, Professional, and Light Industrial. The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings , in 24 states, via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Professional segment provides skilled field talent on a nationwide basis for information technology ("IT") and finance and accounting client partner projects. The Light Industrial segment provides field talent primarily to logistics, distribution, and call center client partners needing a flexible workforce in Illinois, Wisconsin, New Mexico, Texas, Tennessee and Mississippi. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. Fiscal Year The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 30, 2018 , the 53 weeks ended December 31, 2017 , and the 52 weeks ended December 25, 2016 , referred to herein as Fiscal 2018 , 2017 and 2016 , respectively. Reclassifications Certain reclassifications have been made to the 2016 and 2017 financial statements to conform with the 2018 presentation. Management Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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 client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of December 30, 2018 and December 31, 2017 or revenue in Fiscal 2018 , 2017 and 2016 . Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2018 and the related percentage for Fiscal 2017 and 2016 was generated in the following areas: 2018 2017 2016 Maryland 11 % 12 % 13 % Tennessee 14 % 12 % 5 % Texas 29 % 29 % 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 client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for doubtful accounts for expected losses resulting from client partners’ 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 client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. Changes in the allowance for doubtful accounts for the fiscal years are as follows: 2018 2017 Beginning balance $ 473,573 $ 473,573 Provision for doubtful accounts 40,618 760,633 Amounts written off, net (45,958 ) (760,633 ) Ending balance $ 468,233 $ 473,573 Property and Equipment The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in the Texas, Washington, and Ohio and minimal loss retention coverage for team members and field talent in the Light Industrial segment and other non-Texas employees. Under these policies, the Company is required to maintain refundable deposits of $2.9 million and $2.7 million , which are included in Deposits the accompanying consolidated balance sheets, as of December 30, 2018 and December 31, 2017 , 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 2018 , 2017 and 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. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company 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 evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company 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. The Company determined that there were no impairment indicators for these assets in Fiscal 2018 , 2017 and 2016 . Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2018 , 2017 or 2016 . The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. Deferred Financing Fees Deferred financing fees are amortized using 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 a new valuation methodology, the fair value calculation of the expected future payments uses a discount rate 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 adopted the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU 2014-09, Revenue from Contracts with Customers on January 1, 2018 on a modified retrospective basis. As the initial adoption of the standard did not have a material impact on the Company's financial condition or results of operations, no cumulative effect was recognized at the date of initial application. The Company also had no significant changes to systems, processes, or controls. The Company derives its revenues from three segments: Real Estate, Professional, and Light Industrial. The Company provides temporary staffing and permanent placement services. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners. Temporary staffing revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent. 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 client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for permanent placement services are charged to employment candidates. Refer to Note 17 for disaggregated revenues by segment. Payment terms in our contracts vary by the type and location of our client partner and the services offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of December 30, 2018 . There were no revenues recognized during Fiscal 2018 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during Fiscal 2018 . Advertising The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. Total advertising expense for Fiscal 2018 , 2017 and 2016 was $1.9 million , $1.5 million , and $1.3 million , respectively. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock 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 earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: December 30, December 31, December 25, Weighted-average number of common shares outstanding: 9,577,498 8,733,941 8,107,637 Effect of dilutive securities: Stock options and restricted stock 186,995 268,765 258,617 Warrants 43,587 35,481 33,629 Weighted-average number of diluted common shares outstanding 9,808,080 9,038,187 8,399,883 Stock options and restricted stock 175,000 178,000 50,000 Warrants — 32,250 32,250 Anti-dilutive shares 175,000 210,250 82,250 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. On December 22, 2017, the President signed the Tax Cuts and Jobs Act (“TCJA”) into law. Effective January 1, 2018, among other changes, TCJA reduced the federal corporate tax rate to 21 percent. Accounting Standards Codification ("ASC") Topic 740-25 and 35 prescribes that the impact of changes in laws or rates shall be recognized at the date of enactment. Accordingly, in Fiscal 2017, we recorded a $3.3 million dollar reduction to our net deferred tax assets with an offsetting increase in income tax expense. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified net as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The Company does not have any net operating loss carry forwards. When appropriate, the Company will 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, the Company considers 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 believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 30, 2018 or December 31, 2017 . The Company follows the guidance of 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases, which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. In July 2018, the FASB issued ASU No. 2018-10 Codification Improvements to Topic 842, Leases. The amendments are intended to address narrow aspects of the guidance issued in the amendments in ASU 2016-02. Also in July 2018, the FASB issued ASU No. 2018-11 Leases (Topic 842): Targeted Improvements, which provides an additional (and optional) transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. These new provisions are effective for annual and interim periods beginning after December 15, 2018. Early application is permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company estimates that the adoption will result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $4 million on its Consolidated Balance Sheet, with no material impact to its Consolidated Statements of Operations. 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 June 2018, the FASB issued ASU 2018-07 Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) that expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements to nonemployee awards except for certain exemptions specified in the amendment. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted. The Company does not anticipate the adoption of ASU 2018-07 will have a material impact on the Company's financial condition or results of operations. In July 2018, the FASB issued ASU No. 2018-09 Codification Improvements, which facilitates amendments to a variety of topics to clarify, correct errors in, or make minor improvements to the accounting standards codification. The new guidance is effective beginning after December 15, 2018. The Company does not anticipate the adoption of ASU 2018-09 will have a material impact on the Company's financial statements or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new standard is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-15 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new guidance allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 30, 2018 | |
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, which was paid on October 24, 2017 net of a working capital adjustment. 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 120 days after the closing date. 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 Fiscal 2017 consolidated statement of operations includes 39 weeks of Zycron operations, which is approximately $27.1 million of revenue and $2.2 million of operating income. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows: Accounts receivable $ 4,345,312 Prepaid expenses and other assets 82,122 Property and equipment 128,431 Intangible assets 13,818,475 Goodwill 7,037,271 Liabilities assumed (2,997,027 ) Total net assets acquired $ 22,414,584 Cash $ 18,500,000 Hold back 500,000 Common stock 1,000,000 Working capital adjustment (177,469 ) Fair value of contingent consideration 2,592,053 Total fair value of consideration transferred for acquired business $ 22,414,584 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 475,000 5 years Trade name 5,006,000 Indefinite Client partner list 8,337,475 10 years Total $ 13,818,475 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 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 Fiscal 2017 consolidated statement of operations includes 15 weeks of Smart operations, which is approximately $3.2 million of revenue and $0.1 million of operating income. The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are expected to be deductible for tax purposes. The allocation is as follows: Accounts receivable $ 1,228,614 Prepaid expenses and other assets 38,150 Property and equipment 38,270 Intangible assets 4,903,602 Goodwill 1,748,119 Liabilities assumed (144,906 ) Total net assets acquired $ 7,811,849 Cash $ 6,000,000 Working capital adjustment 51,212 Fair value of contingent consideration 1,760,637 Total fair value of consideration transferred for acquired business $ 7,811,849 The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 20,000 5 years Client partner list 4,883,602 10 years Total $ 4,903,602 The Company incurred costs of $0.3 million related to the Zycron and Smart acquisitions. These costs were expensed as incurred in selling, general and administrative expenses in 2017. Supplemental Unaudited Pro Forma Information The Company estimates that the revenues and net income for the period below that would have been reported if the Zycron and Smart acquisitions had taken place on the first day of Fiscal 2017 would be as follows (dollars in thousands, except per share amounts): 2017 Revenues $ 290,359 Gross profit $ 73,647 Net income $ 6,117 Income per share: Basic $ 0.70 Diluted $ 0.68 Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility at a rate of 4.50% and tax expense of the pro forma adjustments at an effective tax rate of approximately 36.8% . 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 Fiscal 2017 or of the results that may be achieved by the combined enterprise in the future. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment as of December 30, 2018 and December 31, 2017 consist of the following: 2018 2017 Leasehold improvements $ 1,243,270 $ 720,212 Furniture and fixtures 1,062,696 773,268 Computer systems 2,273,205 1,827,486 Vehicles 96,288 96,288 4,675,459 3,417,254 Accumulated depreciation (2,118,467 ) (1,377,319 ) Property and equipment, net $ 2,556,992 $ 2,039,935 Total depreciation expense in Fiscal 2018 , 2017 and 2016 was $746,443 , $592,317 and $486,682 , respectively. |
INTANGIBILE ASSETS
INTANGIBILE ASSETS | 12 Months Ended |
Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Finite and indefinite lived intangible assets consist of the following at: December 30, 2018 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 51,609,561 $ 36,931,448 $ 14,678,113 Covenant not to compete 1,918,000 1,499,005 418,995 Computer software 848,111 391,612 456,499 54,375,672 38,822,065 15,553,607 Indefinite lives: Trade names 18,913,000 1,432,434 17,480,566 Total $ 73,288,672 $ 40,254,499 $ 33,034,173 December 31, 2017 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 51,609,561 $ 33,072,346 $ 18,537,215 Covenant not to compete 1,918,000 1,289,755 628,245 Computer software 839,180 161,920 677,260 54,366,741 34,524,021 19,842,720 Indefinite lives: Trade names 18,913,000 1,432,434 17,480,566 Total $ 73,279,741 $ 35,956,455 $ 37,323,286 Estimated future amortization expense for the next five years and thereafter is as follows: Fiscal Years Ending: 2019 $ 3,852,593 2020 2,903,452 2021 1,564,541 2022 1,361,281 2023 1,321,975 Thereafter 4,549,765 Total $ 15,553,607 Total amortization expense for Fiscal 2018 , 2017 and 2016 was $4.3 million , $5.7 million and $6.2 million , respectively. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The changes in the carrying amount of goodwill as of and during the years ended were as follows at: Real Estate Professional Light Industrial Total December 25, 2016 $ 1,073,755 $ 3,086,084 $ 5,024,820 $ 9,184,659 additions from acquisitions — 8,785,390 — 8,785,390 December 31, 2017 1,073,755 11,871,474 5,024,820 17,970,049 additions from acquisitions — 13,500 — 13,500 December 30, 2018 $ 1,073,755 $ 11,884,974 $ 5,024,820 $ 17,983,549 |
ACCRUED PAYROLL AND EXPENSES, C
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES | ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES Accrued payroll and expenses consist of the following at: December 30, December 31, Field talent payroll $ 4,236,534 $ 5,124,908 Field talent payroll related 1,402,926 2,454,539 Accrued bonuses and commissions 1,673,130 1,172,497 Other 3,098,784 2,788,862 Accrued payroll and expenses $ 10,411,374 $ 11,540,806 The following is a schedule of future estimated contingent consideration payments to various parties as of December 30, 2018 : Estimated Cash Payment Discount Net Due in: Less than one year $ 2,500,000 $ (136,488 ) $ 2,363,512 Other long-term liabilities consisted primarily of deferred rent at December 30, 2018 and December 31, 2017 . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's income tax expense for the fiscal years are comprised of the following: 2018 2017 2016 Current federal income tax $ 1,568,308 $ 4,619,445 $ 3,570,814 Current state income tax 759,915 929,813 1,817,523 Deferred income tax (credit) 1,531,516 3,109,942 (1) (1,100,663 ) Income tax expense $ 3,859,739 $ 8,659,200 $ 4,287,674 (1) Fiscal 2017 includes the impact of TCJA. Significant components of the Company’s deferred income taxes are as follows at: December 30, December 31, Deferred tax assets: Allowance for doubtful accounts $ 102,980 $ 104,289 Goodwill and intangible assets 4,320,035 4,840,582 Workers’ compensation 85,413 51,115 Contingent consideration 581,278 1,593,048 Share-based compensation 276,552 266,094 Deferred tax liabilities: Prepaid expenses (202,832 ) (268,456 ) Fixed assets (292,429 ) (184,159 ) Deferred income taxes, net $ 4,870,997 $ 6,402,513 The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows: 2018 2017 2016 Tax expense at federal statutory rate $ 4,495,949 21.0 % $ 4,979,395 34.3 % $ 3,797,828 34.0 % State income taxes, net of federal benefit 776,984 3.6 % 610,691 4.2 % 488,498 4.4 % Re-measurement of deferred assets — — % 3,314,037 22.8 % — — % Equity, permanent differences and other (714,845 ) (3.3 )% (62,318 ) (0.4 )% 1,348 — % Work Opportunity Tax Credit (698,349 ) (3.3 )% (182,605 ) (1.2 )% — — % Income tax expense $ 3,859,739 18.0 % $ 8,659,200 59.7 % $ 4,287,674 38.4 % |
DEBT
DEBT | 12 Months Ended |
Dec. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company had a 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 receivable, 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 receivable, 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 originally provided for the Company to increase the commitment by $20.0 million ( $15.0 million remaining) with an accordion feature. 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 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. Additionally, the Company pays an unused commitment fee on the unfunded portion of the Revolving Facility. 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 original credit agreement. The Company is subject to a maximum Leverage Ratio, a minimum Fixed Charge Coverage Ratio, and a minimum Dividend Fixed Charge Coverage Ratio, as defined in the Amended Credit Agreement. As of December 30, 2018 , the Company was in compliance with these covenants. The Company borrowed $20.0 million on the Term Loan in conjunction with the closing of the Zycron acquisition on April 3, 2017. The Company borrowed $5.0 million on the accordion in conjunction with the closing of the Smart acquisition on September 18, 2017. Proceeds from the May 2018 common stock issuance (see Note 12) were used to pay down $10.7 million of the principal outstanding under the Term Loan without a repayment fee and reduce the Revolving Facility by $7.5 million . Line of Credit At December 30, 2018 and December 31, 2017 , $10.7 million and $21.4 million , respectively, was outstanding on the Revolving Facility with TCB. Average daily balance for Fiscal 2018 , 2017 and 2016 was $15.6 million , $20.3 million , and $17.5 million , respectively. Borrowings under the Revolving Facility bore interest at: December 30, December 31, Base Rate $ 650,289 6.50 % $ 6,368,068 5.50 % LIBOR 5,000,000 5.16 % 5,000,000 4.09 % LIBOR 5,000,000 5.16 % 5,000,000 4.13 % LIBOR — — % 5,000,000 4.24 % Total $ 10,650,289 $ 21,368,068 Long Term Debt Long-term debt bore interest at: December 30, December 31, Base Rate $ 1,121,000 6.50 % $ 687,500 5.50 % LIBOR 6,500,000 5.41 % 6,500,000 4.34 % LIBOR 2,500,000 5.41 % 6,500,000 4.38 % LIBOR — — % 6,000,000 4.49 % LIBOR — — % 4,200,000 4.64 % Long-term debt, less current portion $ 10,121,000 $ 23,887,500 Maturities on the Revolving Facility and long-term debt as of December 30, 2018 , are as follows: Fiscal: 2019 $ 4,287,500 2020 5,512,500 2021 321,000 2022 10,650,289 20,771,289 Less deferred finance fees (682,552 ) Total $ 20,088,737 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 30, 2018 | |
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 prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy December 30, December 31, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 2,363,512 $ 6,477,670 The changes in the Level 3 fair value measurements from December 31, 2017 to December 30, 2018 relate to $0.6 million in accretion, $1.0 million in payments on contingent consideration, and the remaining in gains included in earnings. The changes in the Level 3 fair value measurements from December 25, 2016 to December 31, 2017 relate to $4.4 million attributable to the Zycron and Smart acquisitions, $1.2 million in accretion, $4.0 million in payments on contingent consideration, and the remaining in gains included in earnings. Key inputs in determining the fair value of the contingent consideration as of December 30, 2018 and December 31, 2017 included discount rates ranging from 8% to 22% as well as management's estimates of future sales volumes and EBITDA. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. The Company is not currently a party to any material litigation; however, in the ordinary course of our business the Company is periodically threatened with or named as a defendant in various lawsuits or actions. The principal risks that the Company insures against, subject to and upon the terms and conditions of various insurance policies, are workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers. Employment Agreements The CEO’s employment agreement was effective as of October 1, 2018 and shall continue through September 30, 2021. The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that her employment is terminated by the Company without cause or by her for good reason, she will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for her and her dependents, grossed-up for federal income taxes. Additionally, she will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. Should there be a sale of the Company that results in the termination of her employment or a material adverse change in her duties and responsibilities, she will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months. The CFO’s employment agreement was effective as of October 1, 2018 and shall continue through September 30, 2021. The agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that his employment is terminated by the Company without cause or by him for good reason, he will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for him and his dependents, grossed-up for federal income taxes. Additionally, he will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. Should there be a sale of the Company that results in the termination of his employment or a material adverse change in his duties and responsibilities, he will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 30, 2018 | |
Equity [Abstract] | |
EQUITY | EQUITY Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share. In August 2018, the Company issued a net of 41,172 shares of restricted common stock, $0.01 par value per share, to various team members and directors under the 2013 Long-Term Incentive Plan, as amended (the “2013 Plan”). The restricted shares contain a three -year service condition. The restricted stock constitutes issued and outstanding shares of the Company’s common stock, except for the right of disposal, for all purposes during the period of restriction including voting rights and dividend distributions. The Company repurchased 828 shares of company stock, or treasury stock, to satisfy the withholding obligation in connection with the vesting of a portion of the restricted stock. Treasury stock is accounted for under the cost method whereby the entire cost of the acquired stock is recorded. In May 2018, the Company issued and sold 1,293,750 shares of common stock, $0.01 par value per share, to various investors in a registered offering for an aggregate purchase price (before deducting underwriting discounts and commissions and other estimated offering expenses) of $23.3 million in cash. The public offering price was $18.00 per share. The newly issued shares constituted approximately 14.7% of the total of issued and outstanding shares of common stock immediately before the initial execution of the Underwriting Agreement. In connection with the closing, the Company incurred $1.9 million in offering costs. Proceeds were used to pay off existing indebtedness of the Company under the Amended Credit Agreement and cancel outstanding in-the-money stock options held by L. Allen Baker, Jr., BG Staffing's former President and Chief Executive Officer, as described in Note 13 below. In 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 $1.0 million at the closing of the Zycron acquisition. The Company incurred $7.5 thousand in offering costs. In June 2016, the Company issued and sold 1,191,246 shares of common stock, $0.01 par value per share, to various investors in a registered underwritten offering for aggregate gross proceeds of $16.7 million in cash. The purchase price to the public was $14.00 per share. The newly issued shares constituted approximately 16.1% of the total of issued and outstanding shares of common stock immediately before the initial execution of the Underwriting Agreement. In connection with the closing, the Company incurred $1.6 million in offering costs, which included a commission of $0.6 million paid to Taglich Brothers, Inc. ("Taglich Brothers") the placement co-agent. In connection with the sale, the Company issued to Roth Capital Partners, LLC and Taglich Brothers (and/or their designees), warrants (the “2016 Warrant”) for the purchase of an aggregate of 32,250 shares of common stock. The 2016 Warrant is exercisable, in whole or in part, commencing on a date which is one year after the closing of the offering and expires on the five-year anniversary of the closing, and has an initial exercise price per share of $16.80 . Proceeds were used to pay off existing indebtedness of the Company under the Senior Subordinated Credit Agreement (See Note 9). |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock Options and Restricted Stock In December 2013, the board of directors adopted the 2013 Long-Term Incentive Plan (the "2013 Plan"). Under the 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. A total of 900,000 shares of common stock of BG Staffing, Inc. were initially reserved for issuance pursuant to the 2013 Plan. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the 2013 Plan. On May 16, 2017, stockholders of the Company approved and made effective an amendment to the 2013 Plan to add an additional 250,000 shares of common stock reserved for issuance. The board of directors of the Company had previously approved the amendment subject to stockholder approval. The term of each option is determined by the board of directors but does not exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value. The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatility of similar entities whose share prices are publicly available. The volatilities of those entities will continue to be considered unless circumstances change such that the identified entities are no longer similar to the Company or until there is sufficient information available to utilize the Company’s own stock volatility. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. On May 31, 2018, the Company entered into a stock option cancellation agreement (the "Option Cancellation Agreement") with L. Allen Baker, Jr., the Company's former President and Chief Executive Officer, pursuant to which the Company agreed to pay Mr. Baker $18.00 per share of common stock underlying his vested in-the-money stock options granted under the Company’s 2013 Plan, less the exercise price per share thereof, in exchange for the cancellation and termination of such stock options. Pursuant to the terms of the Option Cancellation Agreement, the Company paid $3.3 million to Mr. Baker in exchange for the cancellation of 284,888 stock options granted to him under the 2013 Plan. For Fiscal 2018 , 2017 and 2016 , the Company recognized $1.1 million , $0.4 million and $0.3 million of compensation expense related to stock awards, respectively. Unamortized share-based compensation expense as of December 30, 2018 amounted to $1.3 million which is expected to be recognized over the next 3.0 years . The following assumptions were used to estimate the fair value of share options and restricted stock for the years ended: 2018 2017 2016 Weighted-average fair value of awards $ 12.27 $ 3.94 $ 4.05 Weighted-average risk-free interest rate 2.7 % 1.8 % 1.1 % Weighted-average dividend yield $ 1.00 $ 1.00 $ 1.00 Weighted-average volatility factor 42.3 % 43.2 % 43.2 % Weighted-average expected life 8.6 yrs 6.0 yrs 6.0 yrs A summary of stock option and restricted stock 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) Awards outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 Exercised (103,055 ) $ 6.91 Forfeited / Canceled (44,200 ) $ 9.94 Awards 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 Awards outstanding at December 31, 2017 765,411 $ 10.27 7.3 $ 4,521 Granted 217,000 $ 20.73 Exercised (163,338 ) $ 10.47 Forfeited / Canceled (292,088 ) $ 6.71 Awards outstanding at December 30, 2018 526,985 $ 16.49 7.7 $ 2,932 Awards exercisable at December 31, 2017 498,611 $ 8.74 6.8 $ 3,640 Awards exercisable at December 30, 2018 238,085 $ 13.96 7.2 $ 1,684 Number of Weighted Average Grant Date Fair Value Non-vested outstanding at December 31, 2017 266,800 $ 3.09 Non-vested outstanding at December 30, 2018 288,900 $ 8.34 For Fiscal 2018 , 2017 and 2016 , the Company issued 49,541 , 5,221 , and 55,974 shares of common stock upon the cashless exercise of 86,053 , 13,800 , and 87,655 stock options, respectively. Included in awards outstanding are 31,500 shares of restricted stock, at a weighted average price per share of $28.61 , issued under the 2013 Plan as of December 30, 2018 . For Fiscal 2018 , 2017 and 2016 , the Company recognized $0.4 million , $-0- million , and $-0- million of compensation expense related to restricted stock, respectively. As of December 30, 2018 , a total of 864,516 shares remain available for issuance under the 2013 Plan. Warrant Activity For Fiscal 2018 , 2017 and 2016 , the Company did not recognize of compensation cost related to warrants. There was no unamortized stock compensation expense remaining to be recognized as of December 30, 2018 . The following assumptions were used to estimate the fair value of warrants for the years ended: 2016 Weighted-average fair value of warrants $ 2.48 Weighted-average risk-free interest rate 0.6 % Weighted-average dividend yield $ 1.00 Weighted-average volatility factor 43.2 % Weighted-average expected life 3.0 yrs A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Warrants (in thousands) Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 Exercised (42,099 ) $ 11.42 Expired — $ — Warrants exercisable at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Granted — $ — Exercised — $ — Expired — $ — Warrants outstanding at December 31, 2017 123,984 $ 11.51 2.2 $ 577 Granted — $ — Exercised (30,768 ) $ 11.27 Expired — $ — Warrants outstanding at December 30, 2018 93,216 $ 11.59 1.3 $ 805 Warrants exercisable at December 31, 2017 123,984 $ 11.51 2.2 $ 577 Warrants exercisable at December 30, 2018 93,216 $ 11.59 1.3 $ 805 There were no non-vested warrants outstanding at December 30, 2018 and December 31, 2017 . For Fiscal 2018 , 2017 and 2016 , the Company issued 16,623 , -0- and 17,910 shares of common stock upon the cashless exercise of 30,768 , -0- and 42,099 warrants, respectively. The intrinsic value in the table above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 30, 2018 | |
Leases, Operating [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company is a party to leases for its facilities, expiring at various dates through fiscal year 2025 . Total rental expense charged to operations amounted to $2.0 million , $1.7 million and $1.3 million for Fiscal 2018 , 2017 and 2016 , respectively. The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 30, 2018 : Fiscal: 2019 $ 1,836,743 2020 1,280,359 2021 1,162,276 2022 997,489 2023 571,401 Thereafter 416,900 Total $ 6,265,168 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Some of our equity owners are also principals of Taglich Brothers. The Company paid fees to Taglich Brothers related to two equity transactions in 2016 and 2018 (see Note 12). |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 30, 2018 | |
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 $1.1 million , $0.9 million and $0.8 million to the 401(k) Plan for Fiscal 2018 , 2017 and 2016 , respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 30, 2018 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The Company operates within three industry segments: Real Estate, Professional, and Light Industrial. The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings, in 24 states, via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Professional segment provides skilled field talent on a nationwide basis for IT and finance and accounting client partner projects. The Light Industrial segment provides field talent primarily to logistics, distribution, and call center client partners needing a flexible workforce in Illinois, Wisconsin, New Mexico, Texas, Tennessee and Mississippi. Segment operating income includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (corporate) expenses. Assets of corporate include cash, unallocated prepaid expenses, deferred tax assets, and other assets. The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: 2018 2017 2016 Revenue: Real Estate $ 86,874,241 $ 71,806,700 $ 57,995,271 Professional 119,299,424 126,641,358 107,037,382 Light Industrial 80,689,261 74,151,992 88,819,561 Total $ 286,862,926 $ 272,600,050 $ 253,852,214 2018 2017 2016 Depreciation: Real Estate $ 169,682 $ 109,085 $ 60,818 Professional 273,691 179,809 154,447 Light Industrial 101,124 106,867 92,701 Corporate 201,946 196,556 178,716 Total $ 746,443 $ 592,317 $ 486,682 Amortization: Real Estate $ — $ — $ 62,847 Professional 4,168,463 5,378,992 5,725,711 Light Industrial 110,251 312,054 458,101 Corporate 19,330 8,595 — Total $ 4,298,044 $ 5,699,641 $ 6,246,659 Operating income: Real Estate $ 14,775,846 $ 11,553,163 $ 8,781,822 Professional 7,967,368 8,518,293 6,385,934 Light Industrial 5,583,999 4,304,018 5,717,240 Corporate - selling (666,472 ) (541,160 ) (99,242 ) Corporate - general and administrative (3,401,056 ) (6,073,546 ) (5,249,937 ) Total $ 24,259,685 $ 17,760,768 $ 15,535,817 Capital Expenditures: Real Estate $ 124,643 $ 139,309 $ 228,153 Professional 474,670 564,987 103,864 Light Industrial 119,886 53,969 98,077 Corporate 204,795 387,492 508,849 Total $ 923,994 $ 1,145,757 $ 938,943 Total Assets: Real Estate $ 12,647,505 $ 11,678,908 Professional 62,403,104 67,089,681 Light Industrial 18,992,392 18,075,307 Corporate 6,225,802 7,788,993 Total $ 100,268,803 $ 104,632,889 |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 66,855,470 $ 70,945,438 $ 77,062,137 $ 71,999,881 $ 286,862,926 Gross Profit $ 17,309,931 $ 19,192,279 $ 21,373,025 $ 18,719,957 $ 76,595,192 Income before income taxes $ 3,164,213 $ 5,835,370 $ 6,429,644 $ 5,980,053 $ 21,409,280 Net income $ 2,465,571 $ 5,169,884 $ 5,061,386 $ 4,852,700 $ 17,549,541 Net income per share: Basic $ 0.28 $ 0.56 $ 0.50 $ 0.48 $ 1.83 Diluted $ 0.27 $ 0.54 $ 0.49 $ 0.47 $ 1.79 Weighted-average shares outstanding: Basic 8,761,292 9,235,353 10,109,791 10,184,652 9,577,498 Diluted 9,087,016 9,538,545 10,342,559 10,365,117 9,808,080 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 56,843,687 $ 68,773,862 $ 71,281,674 $ 75,700,827 $ 272,600,050 Gross Profit $ 13,671,234 $ 17,227,279 $ 18,248,059 $ 19,255,426 $ 68,401,998 Income before income taxes $ 2,134,737 $ 3,744,537 $ 4,752,516 $ 3,875,844 $ 14,507,634 Net income (loss) $ 1,301,831 $ 2,284,526 $ 3,136,863 $ (874,786 ) $ 5,848,434 Net income (loss) per share: Basic $ 0.15 $ 0.26 $ 0.36 $ (0.10 ) $ 0.67 Diluted $ 0.15 $ 0.25 $ 0.35 $ (0.10 ) $ 0.65 Weighted-average shares outstanding: Basic 8,668,955 8,746,100 8,759,376 8,759,376 8,733,941 Diluted 8,924,419 9,050,596 9,077,147 8,759,376 9,038,187 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 6, 2019 , the Company's board of directors declared a cash dividend in the amount of $0.30 per share of common stock to be paid on February 26, 2019 to all shareholders of record as of the close of business on February 19, 2019 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 30, 2018 , the 53 weeks ended December 31, 2017 , and the 52 weeks ended December 25, 2016 , referred to herein as Fiscal 2018 , 2017 and 2016 , respectively. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2016 and 2017 financial statements to conform with the 2018 presentation. |
Management Estimates | Management Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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 client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for doubtful accounts for expected losses resulting from client partners’ 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 client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. |
Property and Equipment | Property and Equipment The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. |
Deposits | Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in the Texas, Washington, and Ohio and minimal loss retention coverage for team members and field talent in the Light Industrial segment and other non-Texas employees. Under these policies, the Company is required to maintain refundable deposits of $2.9 million and $2.7 million , which are included in Deposits the accompanying consolidated balance sheets, as of December 30, 2018 and December 31, 2017 , 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 2018 , 2017 and 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. Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets were discounted back to their net present value. The Company 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 evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company 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. The Company determined that there were no impairment indicators for these assets in Fiscal 2018 , 2017 and 2016 . |
Goodwill | Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2018 , 2017 or 2016 . The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. |
Deferred Rent | Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees are amortized using 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 a new valuation methodology, the fair value calculation of the expected future payments uses a discount rate 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 adopted the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") ASU 2014-09, Revenue from Contracts with Customers on January 1, 2018 on a modified retrospective basis. As the initial adoption of the standard did not have a material impact on the Company's financial condition or results of operations, no cumulative effect was recognized at the date of initial application. The Company also had no significant changes to systems, processes, or controls. The Company derives its revenues from three segments: Real Estate, Professional, and Light Industrial. The Company provides temporary staffing and permanent placement services. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners. Temporary staffing revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent. 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 client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for permanent placement services are charged to employment candidates. Refer to Note 17 for disaggregated revenues by segment. Payment terms in our contracts vary by the type and location of our client partner and the services offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of December 30, 2018 . There were no revenues recognized during Fiscal 2018 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during Fiscal 2018 . |
Advertising | Advertising The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock 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 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. On December 22, 2017, the President signed the Tax Cuts and Jobs Act (“TCJA”) into law. Effective January 1, 2018, among other changes, TCJA reduced the federal corporate tax rate to 21 percent. Accounting Standards Codification ("ASC") Topic 740-25 and 35 prescribes that the impact of changes in laws or rates shall be recognized at the date of enactment. Accordingly, in Fiscal 2017, we recorded a $3.3 million dollar reduction to our net deferred tax assets with an offsetting increase in income tax expense. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified net as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The Company does not have any net operating loss carry forwards. When appropriate, the Company will 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, the Company considers 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 believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 30, 2018 or December 31, 2017 . The Company follows the guidance of 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 Leases, which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. In July 2018, the FASB issued ASU No. 2018-10 Codification Improvements to Topic 842, Leases. The amendments are intended to address narrow aspects of the guidance issued in the amendments in ASU 2016-02. Also in July 2018, the FASB issued ASU No. 2018-11 Leases (Topic 842): Targeted Improvements, which provides an additional (and optional) transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. These new provisions are effective for annual and interim periods beginning after December 15, 2018. Early application is permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company estimates that the adoption will result in the recognition of right-of-use assets and lease liabilities for operating leases of approximately $4 million on its Consolidated Balance Sheet, with no material impact to its Consolidated Statements of Operations. 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 June 2018, the FASB issued ASU 2018-07 Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) that expands the scope to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements to nonemployee awards except for certain exemptions specified in the amendment. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that fiscal year. Early adoption is permitted. The Company does not anticipate the adoption of ASU 2018-07 will have a material impact on the Company's financial condition or results of operations. In July 2018, the FASB issued ASU No. 2018-09 Codification Improvements, which facilitates amendments to a variety of topics to clarify, correct errors in, or make minor improvements to the accounting standards codification. The new guidance is effective beginning after December 15, 2018. The Company does not anticipate the adoption of ASU 2018-09 will have a material impact on the Company's financial statements or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new standard is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-15 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new guidance allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2018 and the related percentage for Fiscal 2017 and 2016 was generated in the following areas: 2018 2017 2016 Maryland 11 % 12 % 13 % Tennessee 14 % 12 % 5 % Texas 29 % 29 % 32 % |
Summary of Valuation Allowance | Changes in the allowance for doubtful accounts for the fiscal years are as follows: 2018 2017 Beginning balance $ 473,573 $ 473,573 Provision for doubtful accounts 40,618 760,633 Amounts written off, net (45,958 ) (760,633 ) Ending balance $ 468,233 $ 473,573 |
Schedule of Weighted Average Number of Shares | The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: December 30, December 31, December 25, Weighted-average number of common shares outstanding: 9,577,498 8,733,941 8,107,637 Effect of dilutive securities: Stock options and restricted stock 186,995 268,765 258,617 Warrants 43,587 35,481 33,629 Weighted-average number of diluted common shares outstanding 9,808,080 9,038,187 8,399,883 |
Schedule of Securities excluded from Calculation of Earnings (loss) per Share | Stock options and restricted stock 175,000 178,000 50,000 Warrants — 32,250 32,250 Anti-dilutive shares 175,000 210,250 82,250 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Zycron, Inc. | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 4,345,312 Prepaid expenses and other assets 82,122 Property and equipment 128,431 Intangible assets 13,818,475 Goodwill 7,037,271 Liabilities assumed (2,997,027 ) Total net assets acquired $ 22,414,584 Cash $ 18,500,000 Hold back 500,000 Common stock 1,000,000 Working capital adjustment (177,469 ) Fair value of contingent consideration 2,592,053 Total fair value of consideration transferred for acquired business $ 22,414,584 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 475,000 5 years Trade name 5,006,000 Indefinite Client partner list 8,337,475 10 years Total $ 13,818,475 |
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 1,228,614 Prepaid expenses and other assets 38,150 Property and equipment 38,270 Intangible assets 4,903,602 Goodwill 1,748,119 Liabilities assumed (144,906 ) Total net assets acquired $ 7,811,849 Cash $ 6,000,000 Working capital adjustment 51,212 Fair value of contingent consideration 1,760,637 Total fair value of consideration transferred for acquired business $ 7,811,849 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows: Estimated Fair Value Estimated Useful Lives Covenants not to compete $ 20,000 5 years Client partner list 4,883,602 10 years Total $ 4,903,602 |
D&W Talent, LLC, Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |
Business Acquisition, Pro Forma Information | The Company estimates that the revenues and net income for the period below that would have been reported if the Zycron and Smart acquisitions had taken place on the first day of Fiscal 2017 would be as follows (dollars in thousands, except per share amounts): 2017 Revenues $ 290,359 Gross profit $ 73,647 Net income $ 6,117 Income per share: Basic $ 0.70 Diluted $ 0.68 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment as of December 30, 2018 and December 31, 2017 consist of the following: 2018 2017 Leasehold improvements $ 1,243,270 $ 720,212 Furniture and fixtures 1,062,696 773,268 Computer systems 2,273,205 1,827,486 Vehicles 96,288 96,288 4,675,459 3,417,254 Accumulated depreciation (2,118,467 ) (1,377,319 ) Property and equipment, net $ 2,556,992 $ 2,039,935 |
INTANGIBILE ASSETS (Tables)
INTANGIBILE ASSETS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Finite and indefinite lived intangible assets consist of the following at: December 30, 2018 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 51,609,561 $ 36,931,448 $ 14,678,113 Covenant not to compete 1,918,000 1,499,005 418,995 Computer software 848,111 391,612 456,499 54,375,672 38,822,065 15,553,607 Indefinite lives: Trade names 18,913,000 1,432,434 17,480,566 Total $ 73,288,672 $ 40,254,499 $ 33,034,173 December 31, 2017 Gross Value Accumulated Amortization Net Carrying Value Finite lives: Client partner lists $ 51,609,561 $ 33,072,346 $ 18,537,215 Covenant not to compete 1,918,000 1,289,755 628,245 Computer software 839,180 161,920 677,260 54,366,741 34,524,021 19,842,720 Indefinite lives: Trade names 18,913,000 1,432,434 17,480,566 Total $ 73,279,741 $ 35,956,455 $ 37,323,286 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for the next five years and thereafter is as follows: Fiscal Years Ending: 2019 $ 3,852,593 2020 2,903,452 2021 1,564,541 2022 1,361,281 2023 1,321,975 Thereafter 4,549,765 Total $ 15,553,607 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill as of and during the years ended were as follows at: Real Estate Professional Light Industrial Total December 25, 2016 $ 1,073,755 $ 3,086,084 $ 5,024,820 $ 9,184,659 additions from acquisitions — 8,785,390 — 8,785,390 December 31, 2017 1,073,755 11,871,474 5,024,820 17,970,049 additions from acquisitions — 13,500 — 13,500 December 30, 2018 $ 1,073,755 $ 11,884,974 $ 5,024,820 $ 17,983,549 |
ACCRUED PAYROLL AND EXPENSES,_2
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued payroll and expenses consist of the following at: December 30, December 31, Field talent payroll $ 4,236,534 $ 5,124,908 Field talent payroll related 1,402,926 2,454,539 Accrued bonuses and commissions 1,673,130 1,172,497 Other 3,098,784 2,788,862 Accrued payroll and expenses $ 10,411,374 $ 11,540,806 |
Schedule of Future Estimated Earnout Payments | The following is a schedule of future estimated contingent consideration payments to various parties as of December 30, 2018 : Estimated Cash Payment Discount Net Due in: Less than one year $ 2,500,000 $ (136,488 ) $ 2,363,512 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company's income tax expense for the fiscal years are comprised of the following: 2018 2017 2016 Current federal income tax $ 1,568,308 $ 4,619,445 $ 3,570,814 Current state income tax 759,915 929,813 1,817,523 Deferred income tax (credit) 1,531,516 3,109,942 (1) (1,100,663 ) Income tax expense $ 3,859,739 $ 8,659,200 $ 4,287,674 (1) Fiscal 2017 includes the impact of TCJA. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes are as follows at: December 30, December 31, Deferred tax assets: Allowance for doubtful accounts $ 102,980 $ 104,289 Goodwill and intangible assets 4,320,035 4,840,582 Workers’ compensation 85,413 51,115 Contingent consideration 581,278 1,593,048 Share-based compensation 276,552 266,094 Deferred tax liabilities: Prepaid expenses (202,832 ) (268,456 ) Fixed assets (292,429 ) (184,159 ) Deferred income taxes, net $ 4,870,997 $ 6,402,513 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows: 2018 2017 2016 Tax expense at federal statutory rate $ 4,495,949 21.0 % $ 4,979,395 34.3 % $ 3,797,828 34.0 % State income taxes, net of federal benefit 776,984 3.6 % 610,691 4.2 % 488,498 4.4 % Re-measurement of deferred assets — — % 3,314,037 22.8 % — — % Equity, permanent differences and other (714,845 ) (3.3 )% (62,318 ) (0.4 )% 1,348 — % Work Opportunity Tax Credit (698,349 ) (3.3 )% (182,605 ) (1.2 )% — — % Income tax expense $ 3,859,739 18.0 % $ 8,659,200 59.7 % $ 4,287,674 38.4 % |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the Revolving Facility bore interest at: December 30, December 31, Base Rate $ 650,289 6.50 % $ 6,368,068 5.50 % LIBOR 5,000,000 5.16 % 5,000,000 4.09 % LIBOR 5,000,000 5.16 % 5,000,000 4.13 % LIBOR — — % 5,000,000 4.24 % Total $ 10,650,289 $ 21,368,068 |
Schedule of Long-term Debt Instruments | Long-term debt bore interest at: December 30, December 31, Base Rate $ 1,121,000 6.50 % $ 687,500 5.50 % LIBOR 6,500,000 5.41 % 6,500,000 4.34 % LIBOR 2,500,000 5.41 % 6,500,000 4.38 % LIBOR — — % 6,000,000 4.49 % LIBOR — — % 4,200,000 4.64 % Long-term debt, less current portion $ 10,121,000 $ 23,887,500 |
Schedule of Maturities of Long-term Debt | Maturities on the Revolving Facility and long-term debt as of December 30, 2018 , are as follows: Fiscal: 2019 $ 4,287,500 2020 5,512,500 2021 321,000 2022 10,650,289 20,771,289 Less deferred finance fees (682,552 ) Total $ 20,088,737 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy December 30, December 31, Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 2,363,512 $ 6,477,670 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Valuation Assumptions Used For Stock Options | The following assumptions were used to estimate the fair value of share options and restricted stock for the years ended: 2018 2017 2016 Weighted-average fair value of awards $ 12.27 $ 3.94 $ 4.05 Weighted-average risk-free interest rate 2.7 % 1.8 % 1.1 % Weighted-average dividend yield $ 1.00 $ 1.00 $ 1.00 Weighted-average volatility factor 42.3 % 43.2 % 43.2 % Weighted-average expected life 8.6 yrs 6.0 yrs 6.0 yrs |
Stock Option Activity | A summary of stock option and restricted stock 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) Awards outstanding at December 27, 2015 775,666 $ 8.19 8.7 $ 5,246 Granted 50,000 $ 17.46 Exercised (103,055 ) $ 6.91 Forfeited / Canceled (44,200 ) $ 9.94 Awards 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 Awards outstanding at December 31, 2017 765,411 $ 10.27 7.3 $ 4,521 Granted 217,000 $ 20.73 Exercised (163,338 ) $ 10.47 Forfeited / Canceled (292,088 ) $ 6.71 Awards outstanding at December 30, 2018 526,985 $ 16.49 7.7 $ 2,932 Awards exercisable at December 31, 2017 498,611 $ 8.74 6.8 $ 3,640 Awards exercisable at December 30, 2018 238,085 $ 13.96 7.2 $ 1,684 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Non-vested outstanding at December 31, 2017 266,800 $ 3.09 Non-vested outstanding at December 30, 2018 288,900 $ 8.34 |
Valuation Assumptions For Warrants | The following assumptions were used to estimate the fair value of warrants for the years ended: 2016 Weighted-average fair value of warrants $ 2.48 Weighted-average risk-free interest rate 0.6 % Weighted-average dividend yield $ 1.00 Weighted-average volatility factor 43.2 % Weighted-average expected life 3.0 yrs |
Warrant Activity | A summary of warrant activity is presented as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Warrants (in thousands) Warrants outstanding at December 27, 2015 133,833 $ 10.21 3.5 $ 634 Granted 32,250 $ 16.80 Exercised (42,099 ) $ 11.42 Expired — $ — Warrants exercisable at December 25, 2016 123,984 $ 11.51 2.8 $ 532 Granted — $ — Exercised — $ — Expired — $ — Warrants outstanding at December 31, 2017 123,984 $ 11.51 2.2 $ 577 Granted — $ — Exercised (30,768 ) $ 11.27 Expired — $ — Warrants outstanding at December 30, 2018 93,216 $ 11.59 1.3 $ 805 Warrants exercisable at December 31, 2017 123,984 $ 11.51 2.2 $ 577 Warrants exercisable at December 30, 2018 93,216 $ 11.59 1.3 $ 805 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 30, 2018 : Fiscal: 2019 $ 1,836,743 2020 1,280,359 2021 1,162,276 2022 997,489 2023 571,401 Thereafter 416,900 Total $ 6,265,168 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
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: 2018 2017 2016 Revenue: Real Estate $ 86,874,241 $ 71,806,700 $ 57,995,271 Professional 119,299,424 126,641,358 107,037,382 Light Industrial 80,689,261 74,151,992 88,819,561 Total $ 286,862,926 $ 272,600,050 $ 253,852,214 2018 2017 2016 Depreciation: Real Estate $ 169,682 $ 109,085 $ 60,818 Professional 273,691 179,809 154,447 Light Industrial 101,124 106,867 92,701 Corporate 201,946 196,556 178,716 Total $ 746,443 $ 592,317 $ 486,682 Amortization: Real Estate $ — $ — $ 62,847 Professional 4,168,463 5,378,992 5,725,711 Light Industrial 110,251 312,054 458,101 Corporate 19,330 8,595 — Total $ 4,298,044 $ 5,699,641 $ 6,246,659 Operating income: Real Estate $ 14,775,846 $ 11,553,163 $ 8,781,822 Professional 7,967,368 8,518,293 6,385,934 Light Industrial 5,583,999 4,304,018 5,717,240 Corporate - selling (666,472 ) (541,160 ) (99,242 ) Corporate - general and administrative (3,401,056 ) (6,073,546 ) (5,249,937 ) Total $ 24,259,685 $ 17,760,768 $ 15,535,817 Capital Expenditures: Real Estate $ 124,643 $ 139,309 $ 228,153 Professional 474,670 564,987 103,864 Light Industrial 119,886 53,969 98,077 Corporate 204,795 387,492 508,849 Total $ 923,994 $ 1,145,757 $ 938,943 Total Assets: Real Estate $ 12,647,505 $ 11,678,908 Professional 62,403,104 67,089,681 Light Industrial 18,992,392 18,075,307 Corporate 6,225,802 7,788,993 Total $ 100,268,803 $ 104,632,889 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 66,855,470 $ 70,945,438 $ 77,062,137 $ 71,999,881 $ 286,862,926 Gross Profit $ 17,309,931 $ 19,192,279 $ 21,373,025 $ 18,719,957 $ 76,595,192 Income before income taxes $ 3,164,213 $ 5,835,370 $ 6,429,644 $ 5,980,053 $ 21,409,280 Net income $ 2,465,571 $ 5,169,884 $ 5,061,386 $ 4,852,700 $ 17,549,541 Net income per share: Basic $ 0.28 $ 0.56 $ 0.50 $ 0.48 $ 1.83 Diluted $ 0.27 $ 0.54 $ 0.49 $ 0.47 $ 1.79 Weighted-average shares outstanding: Basic 8,761,292 9,235,353 10,109,791 10,184,652 9,577,498 Diluted 9,087,016 9,538,545 10,342,559 10,365,117 9,808,080 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Revenues $ 56,843,687 $ 68,773,862 $ 71,281,674 $ 75,700,827 $ 272,600,050 Gross Profit $ 13,671,234 $ 17,227,279 $ 18,248,059 $ 19,255,426 $ 68,401,998 Income before income taxes $ 2,134,737 $ 3,744,537 $ 4,752,516 $ 3,875,844 $ 14,507,634 Net income (loss) $ 1,301,831 $ 2,284,526 $ 3,136,863 $ (874,786 ) $ 5,848,434 Net income (loss) per share: Basic $ 0.15 $ 0.26 $ 0.36 $ (0.10 ) $ 0.67 Diluted $ 0.15 $ 0.25 $ 0.35 $ (0.10 ) $ 0.65 Weighted-average shares outstanding: Basic 8,668,955 8,746,100 8,759,376 8,759,376 8,733,941 Diluted 8,924,419 9,050,596 9,077,147 8,759,376 9,038,187 |
NATURE OF OPERATIONS NATURE OF
NATURE OF OPERATIONS NATURE OF OPERATIONS (Details Textual) (Details) | 12 Months Ended |
Dec. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Revenue from External Customers by Geographic Areas) (Details) - Sales Revenue, Net - Credit Concentration Risk | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Maryland | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | 13.00% |
Tennessee | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 14.00% | 12.00% | 5.00% |
Texas | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, percentage | 29.00% | 29.00% | 32.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Changes in the Allowance for Doubtful Accounts) (Details) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance at the beginning of the period | $ 473,573 | $ 473,573 | |
Provision for doubtful accounts | 40,618 | 760,633 | $ 389,319 |
Accounts written off | (45,958) | (760,633) | |
Allowance at the end of the period | $ 468,233 | $ 473,573 | $ 473,573 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | Mar. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Fiscal period, length | 364 days | 371 days | 364 days | |
Deposits | $ 2,900,000 | $ 2,700,000 | ||
Goodwill, impairment loss | 0 | 0 | $ 0 | |
Advertising expense | 1,900,000 | $ 1,500,000 | $ 1,300,000 | |
Tax Cuts and Jobs Act of 2017, change in tax rate, deferred tax asset, income tax expense | $ 3,300,000 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Finite-lived intangible asset, useful life | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 7 years | |||
Finite-lived intangible asset, useful life | 10 years | |||
Forecast | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease, right-of-use asset | $ 4,000,000 | |||
Operating lease, liability | $ 4,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Weighted Average Number of Shares) (Details) - shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Weighted-average number of basic common shares outstanding | 10,184,652 | 10,109,791 | 9,235,353 | 8,761,292 | 8,759,376 | 8,759,376 | 8,746,100 | 8,668,955 | 9,577,498 | 8,733,941 | 8,107,637 |
Weighted-average number of diluted common shares outstanding | 10,365,117 | 10,342,559 | 9,538,545 | 9,087,016 | 8,759,376 | 9,077,147 | 9,050,596 | 8,924,419 | 9,808,080 | 9,038,187 | 8,399,883 |
Stock options and restricted stock | |||||||||||
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Effect of dilutive securities (in shares) | 186,995 | 268,765 | 258,617 | ||||||||
Warrant | |||||||||||
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | |||||||||||
Effect of dilutive securities (in shares) | 43,587 | 35,481 | 33,629 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 175,000 | 210,250 | 82,250 |
Stock options and restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 175,000 | 178,000 | 50,000 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 32,250 | 32,250 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Sep. 18, 2017 | Apr. 03, 2017 | Sep. 28, 2015 | Feb. 23, 2015 | Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 |
Business Acquisition [Line Items] | |||||||||||||||
Revenues | $ 71,999,881 | $ 77,062,137 | $ 70,945,438 | $ 66,855,470 | $ 75,700,827 | $ 71,281,674 | $ 68,773,862 | $ 56,843,687 | $ 286,862,926 | $ 272,600,050 | $ 253,852,214 | ||||
Business combination, acquisition related costs | $ 300,000 | ||||||||||||||
Effective tax rate for pro forma adjustments | 18.00% | 59.70% | 38.40% | ||||||||||||
Zycron, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, effective date of acquisition | Apr. 3, 2017 | ||||||||||||||
Payments to acquire businesses, gross | $ 18,500,000 | ||||||||||||||
Stock issued during period, value, acquisitions | 1,000,000 | ||||||||||||||
Hold back | 500,000 | ||||||||||||||
Business combination of contingent consideration | $ 3,000,000 | ||||||||||||||
Business combination, contingent consideration arrangements, period of contingency | 2 years | ||||||||||||||
Period for true-up of acquired working capital | 120 days | ||||||||||||||
Revenues | $ 27,100,000 | ||||||||||||||
Operating income | 2,200,000 | ||||||||||||||
Smart, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, effective date of acquisition | Sep. 18, 2017 | ||||||||||||||
Payments to acquire businesses, gross | $ 6,000,000 | ||||||||||||||
Business combination of contingent consideration | $ 2,000,000 | ||||||||||||||
Business combination, contingent consideration arrangements, period of contingency | 2 years | ||||||||||||||
Period for true-up of acquired working capital | 90 days | ||||||||||||||
Revenues | 3,200,000 | ||||||||||||||
Operating income | $ 100,000 | ||||||||||||||
Pro Forma | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Effective tax rate for pro forma adjustments | 36.80% | ||||||||||||||
Revolving Credit Facility | Pro Forma | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Line of credit facility, rate on additional borrowings | 4.50% | ||||||||||||||
Private Placement | Zycron, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Stock issued during period, shares, acquisitions | 70,670 |
ACQUISITIONS (Schedule of Recog
ACQUISITIONS (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) | Sep. 18, 2017 | Apr. 03, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 17,983,549 | $ 17,970,049 | $ 9,184,659 | ||
Fair value of contingent consideration | 4,400,000 | ||||
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 | 13,818,475 | 13,818,475 | |||
Goodwill | 7,037,271 | ||||
Liabilities assumed | (2,997,027) | ||||
Total net assets acquired | 22,414,584 | ||||
Cash | 18,500,000 | ||||
Hold back | 500,000 | ||||
Working capital adjustment | 177,469 | ||||
Fair value of contingent consideration | 2,592,053 | ||||
Total fair value of consideration transferred for acquired business | $ 22,414,584 | ||||
Smart, Inc. | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 1,228,614 | ||||
Prepaid expenses and other assets | 38,150 | ||||
Property and equipment | 38,270 | ||||
Intangible assets | 4,903,602 | ||||
Goodwill | 1,748,119 | ||||
Liabilities assumed | (144,906) | ||||
Total net assets acquired | 7,811,849 | ||||
Cash | 6,000,000 | ||||
Working capital adjustment | 51,212 | ||||
Fair value of contingent consideration | 1,760,637 | ||||
Total fair value of consideration transferred for acquired business | $ 7,811,849 | ||||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,903,602 |
ACQUISITIONS (Allocation of Int
ACQUISITIONS (Allocation of Intangible Assets) (Details) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Sep. 18, 2017 | Apr. 03, 2017 | |
Zycron, Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 13,818,475 | $ 13,818,475 | |
Zycron, Inc. | Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 475,000 | ||
Finite-lived intangible asset, useful life | 5 years | ||
Zycron, Inc. | Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 5,006,000 | ||
Zycron, Inc. | Client partner list | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 8,337,475 | ||
Finite-lived intangible asset, useful life | 10 years | ||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 4,903,602 | ||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | 20,000 | ||
Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM | Client partner list | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 4,883,602 | ||
Smart, Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 4,903,602 | ||
Smart, Inc. | Covenants not to compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years | ||
Smart, Inc. | Client partner list | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years |
ACQUISITIONS (Pro Forma Informa
ACQUISITIONS (Pro Forma Information) (Details) - D&W Talent, LLC, Technology Services, Inc., Vision Technology Services, LLC, and VTS-VM $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 30, 2018USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 290,359 |
Gross profit | 73,647 |
Net income | $ 6,117 |
Net income (loss) per share: | |
Basic (in dollar per share) | $ / shares | $ 0.70 |
Diluted (in dollar per share) | $ / shares | $ 0.68 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property, Plant and Equipment) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,675,459 | $ 3,417,254 |
Accumulated depreciation | (2,118,467) | (1,377,319) |
Property and equipment, net | 2,556,992 | 2,039,935 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,243,270 | 720,212 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,062,696 | 773,268 |
Computer systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,273,205 | 1,827,486 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 96,288 | $ 96,288 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 746,443 | $ 592,317 | $ 486,682 |
INTANGIBILE ASSETS (Schedule of
INTANGIBILE ASSETS (Schedule of Finite and Indefinite Lived Intangible Assets) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 54,375,672 | $ 54,366,741 |
Accumulated Amortization | 38,822,065 | 34,524,021 |
Net Carrying Value | 15,553,607 | 19,842,720 |
Intangible assets net excluding goodwill gross | 73,288,672 | 73,279,741 |
Intangible assets accumulated amortization | 40,254,499 | 35,956,455 |
Intangible Assets, net (excluding goodwill), total | 33,034,173 | 37,323,286 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets excluding goodwill gross | 18,913,000 | 18,913,000 |
Indefinite lived intangible assets accumulated amortization | 1,432,434 | 1,432,434 |
Indefinite-lived intangible assets (excluding goodwill) | 17,480,566 | 17,480,566 |
Client partner list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 51,609,561 | 51,609,561 |
Accumulated Amortization | 36,931,448 | 33,072,346 |
Net Carrying Value | 14,678,113 | 18,537,215 |
Covenant not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 1,918,000 | 1,918,000 |
Accumulated Amortization | 1,499,005 | 1,289,755 |
Net Carrying Value | 418,995 | 628,245 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 848,111 | 839,180 |
Accumulated Amortization | 391,612 | 161,920 |
Net Carrying Value | $ 456,499 | $ 677,260 |
INTANGIBILE ASSETS (Schedule _2
INTANGIBILE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Fiscal Year Ending: | ||
2019 | $ 3,852,593 | |
2020 | 2,903,452 | |
2021 | 1,564,541 | |
2022 | 1,361,281 | |
2023 | 1,321,975 | |
Thereafter | 4,549,765 | |
Net Carrying Value | $ 15,553,607 | $ 19,842,720 |
INTANGIBILE ASSETS (Detail Text
INTANGIBILE ASSETS (Detail Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 4.3 | $ 5.7 | $ 6.2 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Goodwill [Line Items] | |||
Goodwill | $ 17,983,549 | $ 17,970,049 | $ 9,184,659 |
additions from acquisitions | 13,500 | 8,785,390 | |
Real Estate | |||
Goodwill [Line Items] | |||
Goodwill | 1,073,755 | 1,073,755 | 1,073,755 |
additions from acquisitions | 0 | 0 | |
Professional | |||
Goodwill [Line Items] | |||
Goodwill | 11,884,974 | 11,871,474 | 3,086,084 |
additions from acquisitions | 13,500 | 8,785,390 | |
Light Industrial | |||
Goodwill [Line Items] | |||
Goodwill | 5,024,820 | 5,024,820 | $ 5,024,820 |
additions from acquisitions | $ 0 | $ 0 |
ACCRUED PAYROLL AND EXPENSES,_3
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Schedule of Accrued Liabilities) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Field talent payroll | $ 4,236,534 | $ 5,124,908 |
Field talent payroll related | 1,402,926 | 2,454,539 |
Accrued bonuses and commissions | 1,673,130 | 1,172,497 |
Other | 3,098,784 | 2,788,862 |
Accrued payroll and expenses | $ 10,411,374 | $ 11,540,806 |
ACCRUED PAYROLL AND EXPENSES,_4
ACCRUED PAYROLL AND EXPENSES, CONTINGENT CONSIDERATION, AND OTHER LONG-TERM LIABILITIES (Schedule of Future Estimated Earnout Payments) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Contingent consideration, current portion | $ 2,500,000 | |
Interest expense, earn out payable, current portion | (136,488) | |
Contingent consideration, current portion, net | $ 2,363,512 | $ 4,299,184 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current federal income tax | $ 1,568,308 | $ 4,619,445 | $ 3,570,814 |
Current state income tax | 759,915 | 929,813 | 1,817,523 |
Deferred income tax (credit) | 1,531,516 | 3,109,942 | (1,100,663) |
Income tax expense | $ 3,859,739 | $ 8,659,200 | $ 4,287,674 |
INCOME TAXES (Significant Compo
INCOME TAXES (Significant Components of Deferred Income Taxes) (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 102,980 | $ 104,289 |
Goodwill and intangible assets | 4,320,035 | 4,840,582 |
Workers’ compensation | 85,413 | 51,115 |
Contingent consideration | 581,278 | 1,593,048 |
Share-based compensation | 276,552 | 266,094 |
Deferred tax liabilities: | ||
Prepaid expenses | (202,832) | (268,456) |
Fixed assets | (292,429) | (184,159) |
Deferred income taxes, net | $ 4,870,997 | $ 6,402,513 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at federal statutory rate | $ 4,495,949 | $ 4,979,395 | $ 3,797,828 |
Federal statutory income tax rate, percent | 21.00% | 34.30% | 34.00% |
State income taxes, net of federal benefit | $ 776,984 | $ 610,691 | $ 488,498 |
State and local income taxes, percent | 3.60% | 4.20% | 4.40% |
Re-measurement of deferred assets | $ 0 | $ 3,314,037 | $ 0 |
Re-measurement of deferred assets, percent | 0.00% | 22.80% | 0.00% |
Equity, permanent differences and other | $ (714,845) | $ (62,318) | $ 1,348 |
Equity, permanent difference and other, percent | (3.30%) | (0.40%) | 0.00% |
Work Opportunity Tax Credit | $ (698,349) | $ (182,605) | $ 0 |
Work Opportunity Tax Credit, percent | (3.30%) | (1.20%) | 0.00% |
Income tax expense | $ 3,859,739 | $ 8,659,200 | $ 4,287,674 |
Total income tax expense, percent | 18.00% | 59.70% | 38.40% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | 34.30% | 34.00% |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | May 25, 2018 | Apr. 03, 2017 | Aug. 21, 2015 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | Sep. 18, 2017 | Sep. 21, 2016 |
Debt Instrument [Line Items] | ||||||||
Repayments of long-term debt | $ 10,700,000 | $ 13,766,500 | $ 1,112,500 | $ 15,281,657 | ||||
Repayments of lines of credit | $ 7,500,000 | |||||||
Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 55,000,000 | |||||||
Line of credit facility, collateral | secured by a first priority security interest in substantially all tangible and intangible property of the Company | |||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity, percentage | 85.00% | |||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||||||
Line of credit facility, amount outstanding | $ 10,650,289 | 21,368,068 | ||||||
Average daily balance | $ 15,600,000 | $ 20,300,000 | $ 17,500,000 | |||||
Amended Credit Agreement | Commitments to Extend Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 15,000,000 | |||||||
Amended Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity, percentage | 85.00% | |||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||||||
Term Loan Facility | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 20,000,000 | $ 5,000,000 | ||||||
Maximum | Amended Credit Agreement | Commitments to Extend Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 20,000,000 | |||||||
Maximum | Term Loan Facility | Bridge Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 7,500,000 |
DEBT (Borrowings under the Revo
DEBT (Borrowings under the Revolving Facility) (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Document Period End Date | Dec. 30, 2018 | |
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 650,289 | $ 6,368,068 |
Second borrowing amount | 5,000,000 | 5,000,000 |
Third borrowing amount | 5,000,000 | 5,000,000 |
Fourth borrowing amount | 0 | 5,000,000 |
Total borrowing amount | $ 10,650,289 | $ 21,368,068 |
Interest rate, Initial Borrowing Amount | 6.50% | 5.50% |
Interest rate, Second Borrowing Amount | 5.16% | 4.09% |
Interest rate, Third Borrowing Amount | 5.16% | 4.13% |
Interest rate, Fourth Borrowing Amount | 0.00% | 4.24% |
DEBT (Schedule of Long Term Deb
DEBT (Schedule of Long Term Debt) (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Document Period End Date | Dec. 30, 2018 | |
Credit Agreement | Long-term Debt | Texas Capital Bank, National Association (TCB) | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross, Initial Borrowing | $ 1,121,000 | $ 687,500 |
Interest rate, Initial Borrowing Amount | 6.50% | 5.50% |
Long-Term Debt, Gross, Second Borrowing Amount | $ 6,500,000 | $ 6,500,000 |
Interest rate, Second Borrowing Amount | 5.40% | 4.30% |
Long-Term Debt, Gross, Third Borrowing Amount | $ 2,500,000 | $ 6,500,000 |
Interest rate, Third Borrowing Amount | 5.40% | 4.40% |
Long-Term Debt, Gross, Fourth Borrowing Amount | $ 0 | $ 6,000,000 |
Interest rate, Fourth Borrowing Amount | 0.00% | 4.50% |
Long-Term Debt, Gross, Fifth Borrowing Amount | $ 0 | $ 4,200,000 |
Interest Rate, Fifth Borrowing Amount | 0.00% | 4.64% |
Long-term Debt, Gross | $ 10,121,000 | $ 23,887,500 |
DEBT (Maturities on the Revolvi
DEBT (Maturities on the Revolving Facility) (Details) | Dec. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 4,287,500 |
2020 | 5,512,500 |
2021 | 321,000 |
2022 | 10,650,289 |
Long-term Debt including Line of Credit | 20,771,289 |
Less deferred finance fees | (682,552) |
Long-term debt less deferred finance fees | $ 20,088,737 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value) (Details) | 12 Months Ended | ||
Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 25, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest expense on contingent consideration payable | $ 624,145 | $ 1,208,095 | $ 1,839,429 |
Contingent consideration paid | (962,996) | (4,024,257) | $ (7,556,162) |
Fair value of contingent consideration | 4,400,000 | ||
Contingent Consideration | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 2,363,512 | $ 6,477,670 | |
Discount Rate | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (as a percent) | 0.08 | ||
Discount Rate | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate (as a percent) | 0.22 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | May 25, 2018 | Apr. 03, 2017 | Aug. 26, 2018 | Jun. 30, 2016 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | May 31, 2018 |
Equity [Line Items] | ||||||||
Common stock, shares authorized | 19,500,000 | 19,500,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 500,000 | 500,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Award service period | 3 years | |||||||
Issuance of shares, net of offering costs (in shares) | 1,293,750 | |||||||
Issuance of shares, net of offering costs | $ 23,300,000 | $ 21,360,138 | $ 992,500 | $ 15,108,756 | ||||
Shares issued, price per share | $ 18 | |||||||
Payments of stock issuance costs | $ 1,900,000 | |||||||
Treasury stock, shares | 828 | 828 | 0 | |||||
Taglich Brothers, Inc. | ||||||||
Equity [Line Items] | ||||||||
Class of warrant or right, outstanding | 32,250 | |||||||
Exercise price of warrants or rights | $ 16.80 | |||||||
Common Stock | ||||||||
Equity [Line Items] | ||||||||
Issuance of restricted shares | 41,172 | 41,172 | ||||||
Issuance of shares, net of offering costs (in shares) | 1,293,750 | 70,670 | 1,191,246 | |||||
Issuance of shares, net of offering costs | $ 12,938 | $ 707 | $ 11,912 | |||||
Private Placement | ||||||||
Equity [Line Items] | ||||||||
Payments for commissions | $ 600,000 | |||||||
Common Stock | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares, net of offering costs (in shares) | 70,670 | 1,191,246 | ||||||
Issuance of shares, net of offering costs | $ 1,000,000 | $ 16,700,000 | ||||||
Shares issued, price per share | $ 14 | |||||||
Percentage of issued and outstanding shares | 14.70% | 16.10% | ||||||
Payments of stock issuance costs | $ 7,500 | $ 1,600,000 |
SHARE-BASED COMPENSATION- Stock
SHARE-BASED COMPENSATION- Stock Options and Restricted Stock (Details) - USD ($) | May 31, 2018 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | Dec. 30, 2018 | May 25, 2018 | Dec. 31, 2017 | May 16, 2017 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance | 864,516 | |||||||||
Shares issued, price per share | $ 18 | |||||||||
Option cancellation agreement | $ (3,335,169) | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Exercised | (86,053) | (13,800) | (87,655) | |||||||
Options exercisable (in shares) | 238,085 | 498,611 | ||||||||
Common Stock, Shares Outstanding | 10,227,247 | 8,759,376 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Options exercisable at beginning of period (in dollars per share) (in shares) | $ 13.96 | $ 8.74 | $ 13.96 | $ 8.74 | ||||||
Options exercisable at ending of period (in dollars per share) (in shares) | $ 13.96 | $ 8.74 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||
Options exercisable, weighted average remaining contractual term | 7 years 2 months 12 days | 6 years 9 months 15 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | ||||||||||
Options exercisable at beginning of period | $ 1,684,000 | $ 3,640,000 | $ 1,684,000 | $ 3,640,000 | ||||||
Options exercisable at ending of period | 1,684,000 | 3,640,000 | ||||||||
Employee Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost related to stock awards | $ 1,100,000 | $ 400,000 | $ 300,000 | |||||||
Unamortized stock compensation expense | $ 1,300,000 | |||||||||
Unamortized stock compensation expense, recognition period | 3 years 2 days | |||||||||
Conversion of stock, shares issued | 49,541 | 5,221 | 55,974 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||
Weighted-average fair value of warrants | $ 12.27 | $ 3.94 | $ 4.05 | |||||||
Weighted-average risk-free interest rate | 2.70% | 1.80% | 1.10% | |||||||
Weighted-average dividend yield | 100.00% | 100.00% | 100.00% | |||||||
Weighted-average volatility factor | 42.30% | 43.20% | 43.20% | |||||||
Weighted-average expected life | 8 years 7 months 24 days | 6 years | 6 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Options outstanding at beginning of period (in shares) | 765,411 | 678,411 | 775,666 | |||||||
Granted | 217,000 | 128,000 | 50,000 | |||||||
Exercised | (163,338) | (28,800) | (103,055) | |||||||
Forfeited / Canceled | (292,088) | (12,200) | (44,200) | |||||||
Options outstanding at ending of period (in shares) | 526,985 | 765,411 | 678,411 | 775,666 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Options outstanding at beginning of period (in dollars per share) | $ 10.27 | $ 8.95 | $ 8.19 | |||||||
Granted | 20.73 | 16.76 | 17.46 | |||||||
Exercised | 10.47 | 7.71 | 6.91 | |||||||
Forfeited / Canceled | 6.71 | 11 | 9.94 | |||||||
Options outstanding at ending of period (in dollars per share) | $ 16.49 | $ 10.27 | $ 8.95 | $ 8.19 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||||
Options outstanding, weighted average remaining contractual term | 7 years 8 months 19 days | 7 years 3 months 7 days | 7 years 10 months 6 days | 8 years 8 months 6 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Abstract] | ||||||||||
Options outstanding at beginning of period | $ 4,521,000 | $ 4,511,000 | $ 5,246,000 | |||||||
Options outstanding at ending of period | 2,932,000 | 4,521,000 | 4,511,000 | $ 5,246,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Nonvested, number of shares | 288,900 | 266,800 | ||||||||
Nonvested options, weighted average grant date fair value | $ 8.34 | $ 3.09 | ||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation cost related to stock awards | $ 400,000 | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Common Stock, Shares Outstanding | 31,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Granted | $ 28.61 | |||||||||
Long Term Incentive Plan 2013 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance | 900,000 | |||||||||
Additional capital shares reserved for future issuance | 250,000 | |||||||||
Long Term Incentive Plan 2013 | Vested Immediately | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights, percentage | 20.00% | |||||||||
Long Term Incentive Plan 2013 | Vesting Over Four Years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting rights, percentage | 20.00% | |||||||||
Long Term Incentive Plan 2013 | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period, options (in years) | 10 years | |||||||||
Chief Executive Officer | Cancellation Agreement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued, price per share | $ 18 | |||||||||
Option cancellation agreement | $ 3,300,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Forfeited / Canceled | (284,888) |
SHARE-BASED COMPENSATION- Sto_2
SHARE-BASED COMPENSATION- Stock Warrants (Details) - USD ($) | 12 Months Ended | |||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | Dec. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Exercised | 86,053 | 13,800 | 87,655 | |
Warrant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost related to stock awards | $ 0 | $ 0 | $ 0 | |
Unamortized stock compensation expense | $ 0 | |||
Unamortized stock compensation expense, recognition period | 0 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted-average fair value of warrants | $ 2.48 | |||
Weighted-average risk-free interest rate | 0.60% | |||
Weighted-average dividend yield | 100.00% | |||
Weighted-average volatility factor | 43.20% | |||
Weighted-average expected life | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Warrants outstanding at beginning of period (in shares) | 123,984 | 123,984 | 133,833 | |
Granted | 0 | 0 | 32,250 | |
Exercised | (30,768) | 0 | (42,099) | |
Expired | 0 | 0 | 0 | |
Warrants outstanding at ending of period (in shares) | 93,216 | 123,984 | 123,984 | 133,833 |
Warrants exercisable (in shares) | 93,216 | 123,984 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Abstract] [Abstract] | ||||
Warrants outstanding at beginning of period (in dollars per share) | $ 11.51 | $ 11.51 | $ 10.21 | |
Granted | 0 | 0 | 16.80 | |
Exercised | 11.27 | 0 | 11.42 | |
Expired | 0 | 0 | 0 | |
Warrants outstanding at ending of period (in dollars per share) | 11.59 | 11.51 | $ 11.51 | $ 10.21 |
Warrants exercisable (in dollars per share) | $ 11.59 | $ 11.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Additional Disclosures [Abstract] | ||||
Warrants outstanding, weighted remaining contractual life | 1 year 3 months 11 days | 2 years 2 months 9 days | 2 years 9 months 22 days | 3 years 6 months 15 days |
Warrants exercisable, weighted remaining contractual life | 1 year 3 months 11 days | 2 years 2 months 9 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Abstract] | ||||
Warrants outstanding at beginning of period | $ 577,000 | $ 532,000 | $ 634,000 | |
Warrants outstanding at ending of period | 805,000 | 577,000 | $ 532,000 | $ 634,000 |
Warrants exercisable, total intrinsic value | $ 805,000 | $ 577,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Nonvested, number of warrants | 0 | 0 | ||
Nonvested warrants, weighted average grant date fair value | $ 0 | $ 0 | ||
Conversion of stock, shares issued | 16,623 | 0 | 17,910 | |
Exercised | 30,768 | 0 | 42,099 |
OPERATING LEASES (Details Textu
OPERATING LEASES (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Leases, Operating [Abstract] | |||
Operating leases, rent expense, net | $ 2 | $ 1.7 | $ 1.3 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) | Dec. 30, 2018USD ($) |
Leases, Operating [Abstract] | |
2019 | $ 1,836,743 |
2020 | 1,280,359 |
2021 | 1,162,276 |
2022 | 997,489 |
2023 | 571,401 |
Thereafter | 416,900 |
Operating Leases, Future Minimum Payments Due | $ 6,265,168 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | 12 Months Ended |
Dec. 31, 2017transaction | |
Related Party Transactions [Abstract] | |
Number of equity transactions | 2 |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, cost recognized | $ 1.1 | $ 0.9 | $ 0.8 |
First 3% Employee Compensation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | ||
Next 2% Employee Compensation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | ||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Jul. 01, 2018USD ($) | Apr. 01, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 24, 2017USD ($) | Jun. 25, 2017USD ($) | Mar. 26, 2017USD ($) | Dec. 30, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 25, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | segment | 3 | ||||||||||
Revenues | $ 71,999,881 | $ 77,062,137 | $ 70,945,438 | $ 66,855,470 | $ 75,700,827 | $ 71,281,674 | $ 68,773,862 | $ 56,843,687 | $ 286,862,926 | $ 272,600,050 | $ 253,852,214 |
Depreciation | 746,443 | 592,317 | 486,682 | ||||||||
Amortization | 4,298,044 | 5,699,641 | 6,246,659 | ||||||||
Operating income | 24,259,685 | 17,760,768 | 15,535,817 | ||||||||
Capital expenditures | (923,994) | (1,145,757) | (938,943) | ||||||||
Total Assets | 100,268,803 | 104,632,889 | 100,268,803 | 104,632,889 | |||||||
Real Estate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 86,874,241 | 71,806,700 | 57,995,271 | ||||||||
Professional | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 119,299,424 | 126,641,358 | 107,037,382 | ||||||||
Light Industrial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 80,689,261 | 74,151,992 | 88,819,561 | ||||||||
Operating Segments | Real Estate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 169,682 | 109,085 | 60,818 | ||||||||
Amortization | 0 | 0 | 62,847 | ||||||||
Operating income | 14,775,846 | 11,553,163 | 8,781,822 | ||||||||
Capital expenditures | (124,643) | (139,309) | (228,153) | ||||||||
Total Assets | 12,647,505 | 11,678,908 | 12,647,505 | 11,678,908 | |||||||
Operating Segments | Professional | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 273,691 | 179,809 | 154,447 | ||||||||
Amortization | 4,168,463 | 5,378,992 | 5,725,711 | ||||||||
Operating income | 7,967,368 | 8,518,293 | 6,385,934 | ||||||||
Capital expenditures | (474,670) | (564,987) | (103,864) | ||||||||
Total Assets | 62,403,104 | 67,089,681 | 62,403,104 | 67,089,681 | |||||||
Operating Segments | Light Industrial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 101,124 | 106,867 | 92,701 | ||||||||
Amortization | 110,251 | 312,054 | 458,101 | ||||||||
Operating income | 5,583,999 | 4,304,018 | 5,717,240 | ||||||||
Capital expenditures | (119,886) | (53,969) | (98,077) | ||||||||
Total Assets | 18,992,392 | 18,075,307 | 18,992,392 | 18,075,307 | |||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 201,946 | 196,556 | 178,716 | ||||||||
Amortization | 19,330 | 8,595 | 0 | ||||||||
Capital expenditures | (204,795) | (387,492) | (508,849) | ||||||||
Total Assets | $ 6,225,802 | $ 7,788,993 | 6,225,802 | 7,788,993 | |||||||
Corporate, Non-Segment | Selling and Marketing Expense | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | (666,472) | (541,160) | (99,242) | ||||||||
Corporate, Non-Segment | General and Administrative Expense | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | $ (3,401,056) | $ (6,073,546) | $ (5,249,937) |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 71,999,881 | $ 77,062,137 | $ 70,945,438 | $ 66,855,470 | $ 75,700,827 | $ 71,281,674 | $ 68,773,862 | $ 56,843,687 | $ 286,862,926 | $ 272,600,050 | $ 253,852,214 |
Gross Profit | 18,719,957 | 21,373,025 | 19,192,279 | 17,309,931 | 19,255,426 | 18,248,059 | 17,227,279 | 13,671,234 | 76,595,192 | 68,401,998 | 60,073,366 |
Income before income taxes | 5,980,053 | 6,429,644 | 5,835,370 | 3,164,213 | 3,875,844 | 4,752,516 | 3,744,537 | 2,134,737 | 21,409,280 | 14,507,634 | 11,170,081 |
Net income | $ 4,852,700 | $ 5,061,386 | $ 5,169,884 | $ 2,465,571 | $ (874,786) | $ 3,136,863 | $ 2,284,526 | $ 1,301,831 | $ 17,549,541 | $ 5,848,434 | $ 6,882,407 |
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.48 | $ 0.50 | $ 0.56 | $ 0.28 | $ (0.10) | $ 0.36 | $ 0.26 | $ 0.15 | $ 1.83 | $ 0.67 | $ 0.85 |
Diluted (in dollars per share) | $ 0.47 | $ 0.49 | $ 0.54 | $ 0.27 | $ (0.10) | $ 0.35 | $ 0.25 | $ 0.15 | $ 1.79 | $ 0.65 | $ 0.82 |
Weighted-average shares outstanding: | |||||||||||
Basic (in shares) | 10,184,652 | 10,109,791 | 9,235,353 | 8,761,292 | 8,759,376 | 8,759,376 | 8,746,100 | 8,668,955 | 9,577,498 | 8,733,941 | 8,107,637 |
Weighted-average number of diluted common shares outstanding | 10,365,117 | 10,342,559 | 9,538,545 | 9,087,016 | 8,759,376 | 9,077,147 | 9,050,596 | 8,924,419 | 9,808,080 | 9,038,187 | 8,399,883 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | Feb. 06, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 25, 2016 |
Subsequent Event [Line Items] | ||||
Common stock, dividends, per share, declared | $ 1.15 | $ 1 | $ 1 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividend declared date | Feb. 6, 2019 | |||
Common stock, dividends, per share, declared | $ 0.30 | |||
Dividend payable date | Feb. 26, 2019 | |||
Dividends payable date of record | Feb. 19, 2019 |