Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36704 | |
Entity Registrant Name | BGSF, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0656684 | |
Entity Address, Address Line One | 5850 Granite Parkway, Suite 730 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 972 | |
Local Phone Number | 692-2400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BGSF | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 10,956,137 | |
Entity Central Index Key | 0001474903 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 226 | $ 0 |
Accounts receivable (net of allowance for credit losses of $674 and $554, respectively | 46,430 | 56,776 |
Prepaid expenses | 2,870 | 2,963 |
Other current assets | 3,416 | 7,172 |
Total current assets | 52,942 | 66,911 |
Property and equipment, net | 1,284 | 1,217 |
Other assets | ||
Deposits | 2,093 | 2,699 |
Software as a service, net | 4,750 | 5,026 |
Deferred income taxes, net | 7,398 | 7,271 |
Right-of-use asset - operating leases, net | 4,481 | 5,435 |
Intangible assets, net | 27,655 | 30,370 |
Goodwill | 59,151 | 59,588 |
Other Assets, Total | 105,528 | 110,389 |
Total assets | 159,754 | 178,517 |
Current liabilities | ||
Accounts payable | 254 | 95 |
Accrued payroll and expenses | 14,004 | 14,902 |
Line of credit (net of debt issuance costs of $128) | 0 | 24,746 |
Long-term debt, current portion (net of debt issuance costs of $29 and $0, respectively) | 3,371 | 34,000 |
Accrued interest | 220 | 438 |
Income taxes payable | 165 | 282 |
Contingent consideration, current portion | 0 | 4,208 |
Convertible notes payable | 4,368 | 4,368 |
Other current liabilities | 2,116 | 0 |
Lease liabilities, current portion | 1,719 | 2,016 |
Total current liabilities | 26,217 | 85,055 |
Line of credit (net of debt issuance costs of $318) | 13,748 | 0 |
Long-term debt, less current portion (net of debt issuance costs of $236) | 29,514 | 0 |
Contingent consideration, less current portion | 3,981 | 4,112 |
Lease liabilities, less current portion | 3,133 | 3,814 |
Total liabilities | 76,593 | 92,981 |
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 10,956,137 and 10,887,509 shares issued and outstanding, respectively, net of 3,930 shares of treasury stock, at cost, respectively. | 53 | 52 |
Additional paid in capital | 69,367 | 68,551 |
Retained earnings | 13,741 | 16,933 |
Total stockholders’ equity | 83,161 | 85,536 |
Total liabilities and stockholders’ equity | $ 159,754 | $ 178,517 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 674 | $ 554 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 |
Common stock, shares issued (in shares) | 10,956,137 | 10,887,509 |
Common stock, shares outstanding (in shares) | 10,956,137 | 10,887,509 |
Treasury stock at cost | $ 3,930 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 68,137 | $ 80,800 | $ 136,903 | $ 156,116 |
Cost of services | 44,507 | 51,226 | 89,835 | 99,758 |
Gross profit | 23,630 | 29,574 | 47,068 | 56,358 |
Selling, general and administrative expenses | 21,568 | 22,584 | 42,583 | 45,796 |
Impairment of intangible assets, finite-lived | 0 | 0 | 0 | 22,545 |
Depreciation and amortization | 1,981 | 1,940 | 3,988 | 3,696 |
Operating income (loss) | 81 | 5,050 | 497 | (15,679) |
Interest expense, net | (1,061) | (1,502) | (2,297) | (2,703) |
(Loss) income before income taxes | (980) | 3,548 | (1,800) | (18,382) |
Income tax (benefit) expense | 219 | (944) | 247 | 4,520 |
Net (loss) income | $ (761) | $ 2,604 | $ (1,553) | $ (13,862) |
Net (loss) income per share: | ||||
Basic (in dollars per share) | $ (0.07) | $ 0.24 | $ (0.14) | $ (1.29) |
Diluted (in dollars per share) | $ (0.07) | $ 0.24 | $ (0.14) | $ (1.29) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 10,880 | 10,759 | 10,858 | 10,731 |
Diluted (shares) | 10,880 | 10,770 | 10,858 | 10,731 |
Cash dividends declared per common share | $ 0 | $ 0.15 | $ 0.15 | $ 0.30 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Additional Paid in Capital | Retained Earnings |
Stockholders’ equity, beginning balance (in shares) at Jan. 01, 2023 | 10,772 | ||||
Stockholders’ equity, beginning balance at Jan. 01, 2023 | $ 100,736 | $ 108 | $ (38) | $ 67,003 | $ 33,663 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 361 | 361 | |||
Issuance of restricted shares (in shares) | 23 | ||||
Issuance of restricted shares | 0 | ||||
Issuance of ESPP Shares (shares) | 11 | ||||
Issuance of ESPP shares | 145 | 145 | |||
Dividends | (1,618) | (1,618) | |||
Net (loss) income | (16,466) | (16,466) | |||
Stockholders’ equity, ending balance (in shares) at Apr. 02, 2023 | 10,806 | ||||
Stockholders’ equity, ending balance at Apr. 02, 2023 | 83,158 | $ 108 | (38) | 67,509 | 15,579 |
Stockholders’ equity, beginning balance (in shares) at Jan. 01, 2023 | 10,772 | ||||
Stockholders’ equity, beginning balance at Jan. 01, 2023 | 100,736 | $ 108 | (38) | 67,003 | 33,663 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (13,862) | ||||
Stockholders’ equity, ending balance (in shares) at Jul. 02, 2023 | 10,839 | ||||
Stockholders’ equity, ending balance at Jul. 02, 2023 | 84,388 | $ 108 | (38) | 67,761 | 16,557 |
Stockholders’ equity, beginning balance (in shares) at Apr. 02, 2023 | 10,806 | ||||
Stockholders’ equity, beginning balance at Apr. 02, 2023 | 83,158 | $ 108 | (38) | 67,509 | 15,579 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 75 | 75 | |||
Exercise of common stock options | 30 | ||||
Issuance of ESPP Shares (shares) | 17 | ||||
Issuance of ESPP shares | 147 | 147 | |||
Dividends | (1,626) | (1,626) | |||
Net (loss) income | 2,604 | 2,604 | |||
Stockholders’ equity, ending balance (in shares) at Jul. 02, 2023 | 10,839 | ||||
Stockholders’ equity, ending balance at Jul. 02, 2023 | 84,388 | $ 108 | (38) | 67,761 | 16,557 |
Stockholders’ equity, beginning balance (in shares) at Dec. 31, 2023 | 10,888 | ||||
Stockholders’ equity, beginning balance at Dec. 31, 2023 | 85,536 | $ 109 | (57) | 68,551 | 16,933 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 235 | 235 | |||
Issuance of restricted shares (in shares) | 11 | ||||
Issuance of restricted shares | (1) | (1) | |||
Exercise of common stock options (in shares) | 16 | ||||
Exercise of common stock options | 102 | 102 | |||
Issuance of ESPP Shares (shares) | 14 | ||||
Issuance of ESPP shares | 112 | 112 | |||
Dividends | (1,639) | (1,639) | |||
Net (loss) income | (792) | (792) | |||
Stockholders’ equity, ending balance (in shares) at Mar. 31, 2024 | 10,929 | ||||
Stockholders’ equity, ending balance at Mar. 31, 2024 | 83,553 | $ 109 | (57) | 68,999 | 14,502 |
Stockholders’ equity, beginning balance (in shares) at Dec. 31, 2023 | 10,888 | ||||
Stockholders’ equity, beginning balance at Dec. 31, 2023 | 85,536 | $ 109 | (57) | 68,551 | 16,933 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (1,553) | ||||
Stockholders’ equity, ending balance (in shares) at Jun. 30, 2024 | 10,956 | ||||
Stockholders’ equity, ending balance at Jun. 30, 2024 | 83,161 | $ 110 | (57) | 69,367 | 13,741 |
Stockholders’ equity, beginning balance (in shares) at Mar. 31, 2024 | 10,929 | ||||
Stockholders’ equity, beginning balance at Mar. 31, 2024 | 83,553 | $ 109 | (57) | 68,999 | 14,502 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 236 | 236 | |||
Issuance of restricted shares (in shares) | 12 | ||||
Issuance of ESPP Shares (shares) | 15 | ||||
Issuance of ESPP shares | 133 | $ 1 | 132 | ||
Net (loss) income | (761) | (761) | |||
Stockholders’ equity, ending balance (in shares) at Jun. 30, 2024 | 10,956 | ||||
Stockholders’ equity, ending balance at Jun. 30, 2024 | $ 83,161 | $ 110 | $ (57) | $ 69,367 | $ 13,741 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jul. 02, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (1,553) | $ (13,862) |
Adjustments to reconcile net loss to net cash provided by activities: | ||
Depreciation | 184 | 238 |
Amortization | 3,804 | 3,458 |
Impairment losses | 0 | 22,545 |
Loss on disposal of property and equipment | (9) | 0 |
Amortization of debt issuance costs | 89 | 92 |
Interest expense on contingent consideration payable | (90) | 202 |
Provision for credit losses | 1,116 | 321 |
Share-based compensation | 471 | 436 |
Deferred income taxes, net of acquired deferred tax liability | (127) | (5,287) |
Net changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 9,230 | 7,672 |
Prepaid expenses | 93 | (93) |
Other current assets | 1,597 | 2,572 |
Deposits | 607 | (9) |
Software as a service | 358 | 362 |
Accounts payable | 160 | (1,515) |
Accrued payroll and expenses | (219) | (5,033) |
Accrued interest | (218) | 264 |
Income taxes receivable and payable | (771) | 274 |
Operating leases | (23) | (88) |
Net cash provided by operating activities | 14,717 | 12,549 |
Cash flows from investing activities | ||
Capital expenditures | (995) | (1,490) |
Net cash used in investing activities | (995) | (8,230) |
Cash flows from financing activities | ||
Net (payments) borrowings under line of credit | (10,808) | 2,438 |
Principal payments on long-term debt | (850) | (2,000) |
Payments of dividends | (1,639) | (3,244) |
Issuance of ESPP shares | 244 | 292 |
Issuance of shares under the 2013 Long-Term Incentive Plan, net of exercises | 102 | 30 |
Debt issuance costs | (545) | (65) |
Net cash provided by (used in) continuing financing activities | (13,496) | (3,659) |
Net change in cash and cash equivalents | 226 | 660 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 226 | 660 |
Supplemental cash flow information: | ||
Cash paid for interest, net | 2,417 | 2,036 |
Cash paid for taxes, net of refunds | 636 | 484 |
Businesses acquired, net of cash received | 0 | 6,740 |
Contingent consideration paid | $ 0 | $ 1,110 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NATURE OF OPERATIONS BGSF, Inc. provides consulting, managed services, and professional workforce solutions to a variety of industries through its various divisions in information technology (“IT”), Finance & Accounting, Managed Solutions, and Property Management (collectively, with its consolidated subsidiaries, the “Company”). The Company currently operates primarily within the United States of America (“U.S.”) through the Property Management and Professional segments. The Property Management segment provides office and maintenance field talent in 37 states and D.C., to property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Professional segment provides specialized talent and business consultants for IT, managed services, finance, accounting, legal, and human resources. The segment operates across the U.S. in three divisions, IT, Managed Solutions, and Finance & Accounting, with the IT division providing additional nearshore and offshore solutions in Colombia and India. The Company normally experiences seasonal fluctuations. The quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of client partners’ business. Demand for the Property Management workforce solutions has typically increased in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Overall first quarter demand can be affected by adverse weather conditions in the winter months. In addition, the Company's cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. The ongoing macroeconomic environment and interest rates impacts continue to have an adverse impact on market conditions. These factors may continue to impact labor markets by reducing workforce solutions demand by lengthening client and job candidate decision cycles, increasing early terminations, or diminishing projects. As a result, the Company's business, financial condition and results of operations may continue to be negatively affected. The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”), pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of its knowledge, that the disclosures herein are adequate to make the information presented not misleading. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023, included in its Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of June 30, 2024 and December 31, 2023, and include the thirteen and twenty-six week periods ended June 30, 2024 and July 2, 2023, referred to herein as Fiscal 2024 and 2023, respectively. Reclassifications Certain reclassifications have been made to the 2023 financial statements to conform with the 2024 presentation. Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated 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 consolidated financial statements include allowances for credit losses, intangible assets, lease liabilities, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based compensation 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, convertible debt, and contingent consideration. The carrying values of cash, accounts receivables, accounts payable, accrued payroll and expenses, 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 BMO Bank, N.A. (“BMO”) that provides for a revolving credit facility, 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 June 30, 2024 and December 31, 2023 or revenue for the twenty-six week periods ended June 30, 2024 and July 2, 2023. Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2024 and the related percentage for Fiscal 2023 was generated in the following areas at: Twenty-six Weeks Ended June 30, July 2, Tennessee 18 % 11 % Texas 22 % 27 % 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 credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for credit losses amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, credit loss, 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 reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. Changes in the allowance for credit losses are as follows (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Beginning balance $ 761 $ 558 $ 554 $ 558 Provision for credit losses, net 491 242 1,116 321 Amounts written off, net (578) (242) (996) (321) Ending balance $ 674 $ 558 $ 674 $ 558 Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $4.0 million and $4.1 million at June 30, 2024 and December 31, 2023, respectively. During the twenty-six week period ended June 30, 2024, $0.2 million was reclassified to Intangible assets from Property and equipment, primarily related to continued IT improvements, and reclassified $0.1 million from Property and equipment to Goodwill related to the Arroyo Consulting acquisition. Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $1.8 million and $2.4 million, which are included in Deposits in the accompanying consolidated balance sheets, as of June 30, 2024 and December 31, 2023, respectively. Software as a Service The Company capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, which are categorized as long-lived assets, and are reported as Software as a service in the accompanying consolidated balance sheets. All other internal-use software development costs are capitalized and reported as a component of computer software within Intangible assets. Software as a service is stated net of accumulated amortization of $2.3 million and $1.9 million at June 30, 2024 and December 31, 2023, respectively. During the twenty-six week period ended June 30, 2024, the Company added capital expenditures of $0.1 million to Software as a service, primarily related to continued IT improvements. The Company reviews its long-lived assets, primarily Property and equipment and Software as a service, 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 with respect to long-lived assets during Fiscal 2024 or Fiscal 2023. Leases The Company leases all their office space through operating leases, which expire at various dates through 2030. Many of the lease agreements obligate the Company to pay real estate taxes, insurance, and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases and subleases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases and subleases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term. Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined using the incremental borrowing rate based on the information available at lease commencement date, unless the implicit rate in the lease is readily determinable. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Intangible Assets The Company holds Intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three 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 are discounted back to their net present value. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of internal use software. During the twenty-six week period ended June 30, 2024, the Company added $0.6 million and reclassified $0.2 million to Intangible assets from Property and equipment, primarily related to continued IT improvements, and reclassified $0.3 million from Intangible assets to Goodwill related to the Arroyo Consulting acquisition. 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 considered the current and expected future economic and market conditions and its impact on each of the reporting units. 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. In Fiscal 2023, management decided to eliminate the use of various trade names and go to market under the BGSF brand. Management's rebranding created an impairment of $22.5 million. There were no impairment indicators during Fiscal 2024. See “Note 6 - Intangible Assets.” Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. During the twenty-six week period ended June 30, 2024, the Company reclassified $0.4 million from Intangible assets and Property and equipment to Goodwill related to the Arroyo Consulting acquisition. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2024 or Fiscal 2023. Debt Issuance Costs Debt issuance costs 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 operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. 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 derives its revenues in Property Management and Professional segments by providing workforce solutions, placement services, and managed 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. Workforce solution 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. Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment. Retained search placement revenues - Any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues. Managed services revenues - include both workforce solution revenues and fixed fee revenues from client partner contracts. Services performed represent the transfer of control to the client partner over a given period of time. Fixed fee revenues are recognized in equal amounts at fixed intervals as promised services are delivered. The Company estimates the effect of 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 placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period. Refer to Note 14 for disaggregated revenues by segment. Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of June 30, 2024. There were no revenues recognized during the twenty-six week period ended June 30, 2024 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 the twenty-six week period ended June 30, 2024. The opening balance of accounts receivable at January 1, 2023 was $66.3 million. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for common stock 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 (loss) 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 (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Weighted-average number of common shares outstanding: 10,880 10,759 10,858 10,731 Effect of dilutive securities: Stock options and restricted stock — 11 — — Weighted-average number of diluted common shares outstanding 10,880 10,770 10,858 10,731 Stock options and restricted stock 884 793 884 543 Convertible note 255 255 255 255 Antidilutive shares 1,139 1,048 1,139 798 Income Taxes The consolidated effective tax rate was 22.3% and 26.6% for the thirteen week periods ended June 30, 2024 and July 2, 2023, respectively. The consolidated effective tax rate was 13.7% and 24.6% for the twenty-six week periods ended June 30, 2024 and July 2, 2023, respectively. Although both fiscal periods consisted of a federal benefit at statutory rates, Fiscal 2024 had a lower state expense and a temporary book to tax difference for equity related items. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of June 30, 2024, the Company has a $2.6 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $1.3 million. 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 follows the guidance Accounting Standards Codification (“ASC”) Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes any penalties and interest when necessary as part of selling, general and administrative expenses. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. The new standard provides guidance to improve reportable segment disclosure with enhanced reporting of significant segment expenses. The new guidance is effective after December 15, 2023, and interim periods beginning after December 15, 2024, and early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. The new standard requires annual disclosure of the specific categories in the rate reconciliation, and additional information for reconciling items that meet a quantitative threshold. Additional information may be required on reconciling items. The new guidance is effective after December 15, 2024, and early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Arroyo Consulting On April 24, 2023, the Company acquired substantially all of the assets, and assumed certain of the liabilities, of Arroyo Consulting for cash consideration of $6.8 million. Certain post-closing liabilities were held back of $0.4 million and partial security for any indemnification obligations was held back for one year of $0.9 million. The purchase agreement further provides for contingent consideration of up to $8.5 million based on the performance of the acquired business for the two years following the date of acquisition. The purchase price at closing was paid out of funds under the Company's credit agreement led by BMO, see “Note 8 - Debt”. The purchase agreement contained a provision for a “true up” of acquired working capital, which was paid on July 1, 2024, out of the delayed draw funds under the Company's credit agreement along with the hold backs and the full year one contingent consideration payment. The acquired business was assigned to the Professional segment. The acquisition of Arroyo Consulting allows the Company to strengthen the go-to-market cross-selling efforts providing clients a cost effective alternative offering nearshore and offshore IT resources. Arroyo Consulting provides nearshore and offshore professional workforce solutions specializing in IT and software development with operations in the United States, Colombia, and India. The Fiscal 2023 Arroyo Consulting operations included ten weeks for $4.1 million of revenue and $1.0 million of operating income, which included $0.2 million in amortization expense on acquisition intangibles. The final purchase price has been allocated to the assets acquired and liabilities as follows (in thousands): Accounts receivable $ 3,476 Prepaid expenses and other assets 72 Property and equipment, net 145 Right-of-use asset - operating lease 141 Intangible assets 11,760 Goodwill (no deductible tax basis) 3,400 Current liabilities assumed (2,621) Lease liabilities - operating leases (85) Total net assets acquired $ 16,288 Cash $ 6,800 Hold back, working capital* 350 Hold back, indemnities* 850 Working capital adjustment* 679 Fair value of contingent consideration 7,609 Total fair value of consideration transferred for acquired business $ 16,288 *Included in Other current liabilities The allocation of the intangible assets is as follows (in thousands): Estimated Fair Estimated Covenants not to compete $ 356 5 years Client partner list 11,234 10 years Computer software 170 5 years Total $ 11,760 The Company incurred total costs of $0.6 million in Fiscal 2024 and Fiscal 2023 related to the Arroyo Consulting acquisition. These costs were expensed as incurred in selling, general and administrative expenses. Supplemental Unaudited Pro Forma Information The Company estimates what would have been reported if the revenues and net income of the Arroyo Consulting acquisition had taken place on the first day of Fiscal 2023 (in thousands, except income per share): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 2, Revenues $ 82,428 $ 162,919 Gross profit $ 30,026 $ 58,527 Net income (loss) $ 2,755 $ (12,933) Income (loss) per share: Basic $ 0.26 $ (1.21) Diluted $ 0.26 $ (1.21) Pro forma net income (loss) includes amortization of primarily client partner lists, interest expense on additional borrowings on the new term loan and the revolving facility (the “Revolving Facility”) (see “Note 8 - Debt”) at a rate of 7.1%. The tax benefit of the pro forma adjustments at effective tax rate of 26.6% and 24.6% for the thirteen and twenty-six week period ended July 2, 2023, respectively. The pro forma operating results include adjustments to Arroyo Consulting related to synergy adjustments for expenses that would be duplicative and other non-recurring, non-operating and out of period expense items once integrated with the Company. There were no material nonrecurring adjustments. Amounts set forth above are not necessarily indicative of the results that would have been attained had the Arroyo Consulting acquisition taken place on the first day of Fiscal 2023 or the results that may be achieved by the combined enterprise in the future. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | OTHER CURRENT ASSETS Other current assets as of June 30, 2024 and December 31, 2023 consist of the following (in thousands): June 30, December 31, CARES Act receivable $ 1,661 $ 2,470 Income tax receivable 1,340 685 Receivable from seller of Arroyo Consulting, net — 3,843 Other 415 174 Total $ 3,416 $ 7,172 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | LEASES The Company's future operating lease obligations that have not yet commenced are immaterial. Short-term leases and subleases were immaterial. The supplemental balance sheet information related to the Company's operating leases were as follows at (dollars in thousands): June 30, December 31, Weighted average remaining lease term of operating leases 3.3 years 3.5 years Weighted average discount rate for operating leases 6.7 % 6.5 % The supplemental cash flow information related to the Company's operating leases were as follows (dollars in thousands): Twenty-six Weeks Ended June 30, July 2, Cash paid for operating leases $ 1,178 $ 1,115 Operating lease expense $ 1,157 $ 917 The undiscounted annual future minimum lease payments consist of the following at (in thousands): June 30, 2024 (remaining) $ 1,133 2025 1,605 2026 1,227 2027 871 2028 512 Thereafter 74 Total lease payments 5,422 Imputed interest (570) Present value of lease liabilities $ 4,852 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are stated net of accumulated amortization of $53.1 million and $49.3 million at June 30, 2024 and December 31, 2023, respectively. Amortization expense for Fiscal 2024 and Fiscal 2023 are comprised of following (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Client partner lists $ 1,487 $ 1,482 $ 2,982 $ 2,788 Covenant not to compete 75 67 157 123 Acquisition intangibles 1,562 1,549 3,139 2,911 Computer software - amortization expense 329 280 665 547 Total expense $ 1,891 $ 1,829 $ 3,804 $ 3,458 |
ACCRUED PAYROLL AND EXPENSES, O
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Payroll and Expense, Other Long-Term Liabilities, And Contingent Consideration | ACCRUED PAYROLL AND EXPENSES Accrued payroll and expenses consist of the following at (in thousands): June 30, December 31, Field talent payroll $ 5,404 $ 5,014 Field talent payroll related 1,671 1,039 Accrued bonuses and commissions 2,079 2,931 Other 4,850 5,918 Accrued payroll and expenses $ 14,004 $ 14,902 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | DEBT On July 16, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”), which would have matured on July 16, 2024, led by BMO, as lead administrative agent, lender, letters of credit issuer, and swing line lender. The Company entered into four amendments from August 18, 2022 through May 19, 2023, which changed the interest rate component from LIBOR to the Secured Overnight Financing Rate (“SOFR”), exercised the option to borrow $40.0 million, required 2.5% of the original principal balance of the new term loan, permitted a foreign entity acquisition, modified the distributions terms, and increased a revolving credit facility (the "Revolving Facility") by $6.0 million. On March 12, 2024, the Credit Agreement was amended and restated through the Company’s entry into an Amended and Restated Credit Agreement, maturing March 12, 2028, led by BMO as administrative agent, letter of credit issuer, and swing line lender (the “Restated Agreement”). The Restated Agreement provides for a Revolving Facility permitting the Company to borrow funds from time to time in an aggregate amount up to $40 million. The Restated Agreement also provides for a term loan commitment, permitting the Company to borrow funds from time to time (the “Term Loan”) and for a delayed draw term loan commitment of $4.3 million. The Company is required to repay the Term Loan in quarterly principal installments equal to 2.5% of the aggregate principal balance. The Restated Agreement provides for interest either at the Base Rate plus the Applicable Margin, or the Adjusted Term SOFR plus the Applicable Margin (as defined in the Restated Agreement). The Company’s obligations are secured by a first priority security interest in substantially all tangible and intangible property of the Company’s and its subsidiaries. The Restated Agreement provides for a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio (as defined in the Restated Amendment). The Company will pay an unused commitment fee on the daily average unused amount of Revolving Facility. The Company was in compliance with the affirmative and negative covenants as of June 30, 2024. Letter of Credit In conjunction with the EdgeRock acquisition, the Company entered into a standby letter of credit arrangement, which expires February 12, 2028, for purposes of protecting a lessor against default on lease payments. As of June 30, 2024, the Company had a maximum financial exposure from this standby letter of credit totaling $0.1 million, all of which is considered usage against the Revolving Facility. The Company has no history of default, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any disputes thereunder that might arise in the future would not materially affect the Company’s consolidated financial statements. Accordingly, no liability has been recorded in respect to these arrangements as of June 30, 2024 or December 31, 2023. Line of Credit At June 30, 2024 and December 31, 2023, $14.1 million and $24.9 million respectively, was outstanding on the revolving facilities. Average daily balance for the thirteen week periods ended June 30, 2024 and July 2, 2023 was $14.9 million and $25.4 million, respectively. Average daily balance for the twenty-six week periods ended June 30, 2024 and July 2, 2023 was $17.9 million and $23.0 million, respectively. Borrowings under the revolving facilities consisted of and bore interest at (in thousands): June 30, December 31, Base Rate $ 6,566 10.25 % $ 4,874 9.75 % SOFR 7,500 8.18 % 3,000 7.69 % SOFR — — % 2,000 7.71 % SOFR — — % 15,000 7.77 % Total $ 14,066 $ 24,874 Long-Term Debt Long-term debt consisted of and bore interest at (in thousands): June 30, December 31, SOFR $ 33,150 8.18 % $ 34,000 7.79 % Convertible Note At June 30, 2024 and December 31, 2023, the Company had a two-year convertible unsecured promissory note of $4.4 million due to the seller with an annual interest rate of 6%, with interest paid quarterly related to the Horn Solutions acquisition. The promissory note is convertible into shares of our common stock at any time after the one-year anniversary of the promissory note at a conversion price equal to $17.12 per share, prior to the maturity date of December 12, 2024. The promissory note is subordinate to the Company’s senior debt. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
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 requires the Company 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 (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value June 30, December 31, Convertible note Convertible note Level 2 $ 4,368 $ 4,368 Contingent consideration Contingent consideration - current and long-term Level 3 $ 3,981 $ 8,320 The change in the Level 3 fair value measurements from December 31, 2023 to June 30, 2024 is primarily due to the movement of the current portion of the contingent consideration with the net of cash collected under the service agreement to Other current liabilities. Key inputs in determining the fair value of the contingent consideration as of June 30, 2024 and December 31, 2023 included discount rates of approximately 7% as well as management's estimates of future sales volumes and earnings before interest, income taxes, depreciation, and amortization (“EBITDA”). |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
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. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share. Restricted Stock The Company issued net restricted common stock of 23,310 and 34,112 shares to team members and non-team member (non-employee) directors in Fiscal 2024 and Fiscal 2023, respectively. The restricted shares of $0.01 par value per share were issued under the 2013 Long-Term Incentive Plan (“2013 Plan”) and 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Stock Options For the thirteen week periods ended June 30, 2024 and July 2, 2023, the Company recognized $0.1 million of compensation expense related to stock options. For the twenty-six week periods ended June 30, 2024 and July 2, 2023, the Company recognized $0.2 million of compensation expense related to stock options. Unamortized share-based compensation expense as of June 30, 2024 amounted to $0.6 million which is expected to be recognized over the next 2.1 years. As of June 30, 2024, a total of 1.2 million shares remain available for issuance under 2013 Plan. A summary of stock option activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Awards Options outstanding at December 31, 2023 922,310 $ 15.30 6.0 $ 104 Exercised (16,298) $ 6.25 Options outstanding at June 30, 2024 906,012 $ 15.47 5.6 $ 33 Options exercisable at December 31, 2023 663,740 $ 16.84 5.0 $ 103 Options exercisable at June 30, 2024 649,957 $ 17.11 4.6 $ 130 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 31, 2023 258,570 $ 7.84 Nonvested outstanding at June 30, 2024 256,055 $ 7.81 Restricted Stock For the thirteen week periods ended June 30, 2024 and July 2, 2023, the Company recognized $0.1 million of compensation expense related to restricted stock awards. For the twenty-six week periods ended June 30, 2024 and July 2, 2023, the Company recognized $0.3 million of compensation expense related to restricted stock awards. Unamortized share-based compensation expense as of June 30, 2024 amounted to $0.6 million which is expected to be recognized over the next 1.7 years. |
TEAM MEMBER BENEFIT PLAN
TEAM MEMBER BENEFIT PLAN | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Team Member Benefit Plan | TEAM MEMBER BENEFIT PLAN Defined Contribution Plan The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible team members and field talent. The 401(k) Plan allows participants to make contributions subject to applicable statutory limitations. The Company matches participants contributions 100% up to the first 3% and 50% of the next 2% of a team member's or field talent’s compensation. The Company contributed $0.5 million to the 401(k) Plan for the thirteen week periods ended June 30, 2024 and July 2, 2023. The Company contributed $1.0 million to the 401(k) Plan for the twenty-six week periods ended June 30, 2024 and July 2, 2023. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS The Company has operations through the Property Management and Professional segments. Segment income (loss) from operations includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (home office) expenses. Assets of home office include cash, unallocated prepaid expenses, property and equipment, deferred income taxes, and other assets. The following table provides a reconciliation of revenue and income (loss) from operations by reportable segment to consolidated results for the periods indicated (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Revenue: Property Management $ 25,726 $ 31,071 $ 50,273 $ 59,477 Professional 42,411 49,729 86,630 96,639 Total $ 68,137 $ 80,800 $ 136,903 $ 156,116 Depreciation: Property Management $ 31 $ 33 $ 63 $ 68 Professional 49 67 101 143 Home office 10 11 20 27 Total $ 90 $ 111 $ 184 $ 238 Amortization: Professional $ 1,600 $ 1,549 $ 3,216 $ 2,911 Home office 291 280 588 547 Total $ 1,891 $ 1,829 $ 3,804 $ 3,458 Operating income (loss): Property Management $ 3,203 $ 5,774 $ 6,605 $ 10,464 Professional - without impairment losses 1,556 3,786 3,230 6,413 Professional - impairment losses — — — (22,545) Home office (4,678) (4,510) (9,338) (10,011) Total $ 81 $ 5,050 $ 497 $ (15,679) Capital expenditures: Property Management $ 7 $ 21 $ 20 $ 53 Professional 69 184 132 232 Home office 425 540 843 1,205 Total $ 501 $ 745 $ 995 $ 1,490 June 30, December 31, Total assets: Property Management $ 22,811 $ 29,884 Professional 112,517 122,751 Home office 24,426 25,882 Total $ 159,754 $ 178,517 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jul. 02, 2023 | Apr. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Pay vs Performance Disclosure | ||||||
Net (loss) income | $ (761) | $ (792) | $ 2,604 | $ (16,466) | $ (1,553) | $ (13,862) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fiscal Year | Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of June 30, 2024 and December 31, 2023, and include the thirteen and twenty-six week periods ended June 30, 2024 and July 2, 2023, referred to herein as Fiscal 2024 and 2023, respectively. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2023 financial statements to conform with the 2024 presentation. |
Management Estimates | Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated 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 consolidated financial statements include allowances for credit losses, intangible assets, lease liabilities, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based compensation 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, convertible debt, and contingent consideration. The carrying values of cash, accounts receivables, accounts payable, accrued payroll and expenses, 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 BMO Bank, N.A. (“BMO”) that provides for a revolving credit facility, 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. |
Concentration of Credit Risk | Concentration of Credit Risk |
Property and Equipment | Property and Equipment |
Deposits | Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $1.8 million and $2.4 million, which are included in Deposits in the accompanying consolidated balance sheets, as of June 30, 2024 and December 31, 2023, respectively. |
Leases | Leases The Company leases all their office space through operating leases, which expire at various dates through 2030. Many of the lease agreements obligate the Company to pay real estate taxes, insurance, and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases and subleases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases and subleases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term. |
Intangible Assets | Intangible Assets The Company holds Intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three 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 are discounted back to their net present value. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of internal use software. During the twenty-six week period ended June 30, 2024, the Company added $0.6 million and reclassified $0.2 million to Intangible assets from Property and equipment, primarily related to continued IT improvements, and reclassified $0.3 million from Intangible assets to Goodwill related to the Arroyo Consulting acquisition. 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 considered the current and expected future economic and market conditions and its impact on each of the reporting units. 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. In Fiscal 2023, management decided to eliminate the use of various trade names and go to market under the BGSF brand. Management's rebranding created an impairment of $22.5 million. There were no impairment indicators during Fiscal 2024. See “Note 6 - Intangible Assets.” |
Goodwill | Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. The Company considered the current and expected future economic and market conditions and its impact on each of the reporting units. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. During the twenty-six week period ended June 30, 2024, the Company reclassified $0.4 million from Intangible assets and Property and equipment to Goodwill related to the Arroyo Consulting acquisition. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2024 or Fiscal 2023. |
Deferred Financing Fees | Debt Issuance Costs Debt issuance costs 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 operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. 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 derives its revenues in Property Management and Professional segments by providing workforce solutions, placement services, and managed 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. Workforce solution 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. Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment. Retained search placement revenues - Any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues. Managed services revenues - include both workforce solution revenues and fixed fee revenues from client partner contracts. Services performed represent the transfer of control to the client partner over a given period of time. Fixed fee revenues are recognized in equal amounts at fixed intervals as promised services are delivered. The Company estimates the effect of 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 placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period. Refer to Note 14 for disaggregated revenues by segment. Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of June 30, 2024. There were no revenues recognized during the twenty-six week period ended June 30, 2024 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 the twenty-six week period ended June 30, 2024. The opening balance of accounts receivable at January 1, 2023 was $66.3 million. |
Share-based Compensation | Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for common stock 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 (loss) 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 consolidated effective tax rate was 22.3% and 26.6% for the thirteen week periods ended June 30, 2024 and July 2, 2023, respectively. The consolidated effective tax rate was 13.7% and 24.6% for the twenty-six week periods ended June 30, 2024 and July 2, 2023, respectively. Although both fiscal periods consisted of a federal benefit at statutory rates, Fiscal 2024 had a lower state expense and a temporary book to tax difference for equity related items. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of June 30, 2024, the Company has a $2.6 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $1.3 million. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. The new standard provides guidance to improve reportable segment disclosure with enhanced reporting of significant segment expenses. The new guidance is effective after December 15, 2023, and interim periods beginning after December 15, 2024, and early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. The new standard requires annual disclosure of the specific categories in the rate reconciliation, and additional information for reconciling items that meet a quantitative threshold. Additional information may be required on reconciling items. The new guidance is effective after December 15, 2024, and early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2024 and the related percentage for Fiscal 2023 was generated in the following areas at: Twenty-six Weeks Ended June 30, July 2, Tennessee 18 % 11 % Texas 22 % 27 % |
Summary of Valuation Allowance | Changes in the allowance for credit losses are as follows (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Beginning balance $ 761 $ 558 $ 554 $ 558 Provision for credit losses, net 491 242 1,116 321 Amounts written off, net (578) (242) (996) (321) Ending balance $ 674 $ 558 $ 674 $ 558 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Weighted-average number of common shares outstanding: 10,880 10,759 10,858 10,731 Effect of dilutive securities: Stock options and restricted stock — 11 — — Weighted-average number of diluted common shares outstanding 10,880 10,770 10,858 10,731 Stock options and restricted stock 884 793 884 543 Convertible note 255 255 255 255 Antidilutive shares 1,139 1,048 1,139 798 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The final purchase price has been allocated to the assets acquired and liabilities as follows (in thousands): Accounts receivable $ 3,476 Prepaid expenses and other assets 72 Property and equipment, net 145 Right-of-use asset - operating lease 141 Intangible assets 11,760 Goodwill (no deductible tax basis) 3,400 Current liabilities assumed (2,621) Lease liabilities - operating leases (85) Total net assets acquired $ 16,288 Cash $ 6,800 Hold back, working capital* 350 Hold back, indemnities* 850 Working capital adjustment* 679 Fair value of contingent consideration 7,609 Total fair value of consideration transferred for acquired business $ 16,288 *Included in Other current liabilities |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The allocation of the intangible assets is as follows (in thousands): Estimated Fair Estimated Covenants not to compete $ 356 5 years Client partner list 11,234 10 years Computer software 170 5 years Total $ 11,760 |
Business Acquisition, Pro Forma Information | The Company estimates what would have been reported if the revenues and net income of the Arroyo Consulting acquisition had taken place on the first day of Fiscal 2023 (in thousands, except income per share): Thirteen Weeks Ended Twenty-six Weeks Ended July 2, July 2, Revenues $ 82,428 $ 162,919 Gross profit $ 30,026 $ 58,527 Net income (loss) $ 2,755 $ (12,933) Income (loss) per share: Basic $ 0.26 $ (1.21) Diluted $ 0.26 $ (1.21) |
Deferred Costs, Capitalized, Pr
Deferred Costs, Capitalized, Prepaid, and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets as of June 30, 2024 and December 31, 2023 consist of the following (in thousands): June 30, December 31, CARES Act receivable $ 1,661 $ 2,470 Income tax receivable 1,340 685 Receivable from seller of Arroyo Consulting, net — 3,843 Other 415 174 Total $ 3,416 $ 7,172 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The supplemental balance sheet information related to the Company's operating leases were as follows at (dollars in thousands): June 30, December 31, Weighted average remaining lease term of operating leases 3.3 years 3.5 years Weighted average discount rate for operating leases 6.7 % 6.5 % |
Supplement Cash Flow Information | The supplemental cash flow information related to the Company's operating leases were as follows (dollars in thousands): Twenty-six Weeks Ended June 30, July 2, Cash paid for operating leases $ 1,178 $ 1,115 Operating lease expense $ 1,157 $ 917 |
Lessee, Operating Lease, Liability, Maturity | The undiscounted annual future minimum lease payments consist of the following at (in thousands): June 30, 2024 (remaining) $ 1,133 2025 1,605 2026 1,227 2027 871 2028 512 Thereafter 74 Total lease payments 5,422 Imputed interest (570) Present value of lease liabilities $ 4,852 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Amortization expense for Fiscal 2024 and Fiscal 2023 are comprised of following (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Client partner lists $ 1,487 $ 1,482 $ 2,982 $ 2,788 Covenant not to compete 75 67 157 123 Acquisition intangibles 1,562 1,549 3,139 2,911 Computer software - amortization expense 329 280 665 547 Total expense $ 1,891 $ 1,829 $ 3,804 $ 3,458 |
ACCRUED PAYROLL AND EXPENSES,_2
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued payroll and expenses consist of the following at (in thousands): June 30, December 31, Field talent payroll $ 5,404 $ 5,014 Field talent payroll related 1,671 1,039 Accrued bonuses and commissions 2,079 2,931 Other 4,850 5,918 Accrued payroll and expenses $ 14,004 $ 14,902 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the revolving facilities consisted of and bore interest at (in thousands): June 30, December 31, Base Rate $ 6,566 10.25 % $ 4,874 9.75 % SOFR 7,500 8.18 % 3,000 7.69 % SOFR — — % 2,000 7.71 % SOFR — — % 15,000 7.77 % Total $ 14,066 $ 24,874 Long-term debt consisted of and bore interest at (in thousands): June 30, December 31, SOFR $ 33,150 8.18 % $ 34,000 7.79 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value June 30, December 31, Convertible note Convertible note Level 2 $ 4,368 $ 4,368 Contingent consideration Contingent consideration - current and long-term Level 3 $ 3,981 $ 8,320 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Activity | A summary of stock option activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Awards Options outstanding at December 31, 2023 922,310 $ 15.30 6.0 $ 104 Exercised (16,298) $ 6.25 Options outstanding at June 30, 2024 906,012 $ 15.47 5.6 $ 33 Options exercisable at December 31, 2023 663,740 $ 16.84 5.0 $ 103 Options exercisable at June 30, 2024 649,957 $ 17.11 4.6 $ 130 |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 31, 2023 258,570 $ 7.84 Nonvested outstanding at June 30, 2024 256,055 $ 7.81 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of revenue and income (loss) from operations by reportable segment to consolidated results for the periods indicated (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 30, July 2, June 30, July 2, Revenue: Property Management $ 25,726 $ 31,071 $ 50,273 $ 59,477 Professional 42,411 49,729 86,630 96,639 Total $ 68,137 $ 80,800 $ 136,903 $ 156,116 Depreciation: Property Management $ 31 $ 33 $ 63 $ 68 Professional 49 67 101 143 Home office 10 11 20 27 Total $ 90 $ 111 $ 184 $ 238 Amortization: Professional $ 1,600 $ 1,549 $ 3,216 $ 2,911 Home office 291 280 588 547 Total $ 1,891 $ 1,829 $ 3,804 $ 3,458 Operating income (loss): Property Management $ 3,203 $ 5,774 $ 6,605 $ 10,464 Professional - without impairment losses 1,556 3,786 3,230 6,413 Professional - impairment losses — — — (22,545) Home office (4,678) (4,510) (9,338) (10,011) Total $ 81 $ 5,050 $ 497 $ (15,679) Capital expenditures: Property Management $ 7 $ 21 $ 20 $ 53 Professional 69 184 132 232 Home office 425 540 843 1,205 Total $ 501 $ 745 $ 995 $ 1,490 June 30, December 31, Total assets: Property Management $ 22,811 $ 29,884 Professional 112,517 122,751 Home office 24,426 25,882 Total $ 159,754 $ 178,517 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - Sales Revenue, Net - Geographic Concentration Risk | 6 Months Ended | |
Jun. 30, 2024 | Jul. 02, 2023 | |
Tennessee | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 18% | 11% |
Texas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 22% | 27% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes In The Allowance For Credit Losses (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 761 | $ 558 | $ 554 | $ 558 |
Provision for credit losses, net | 491 | 242 | 1,116 | 321 |
Amounts written off, net | (578) | (242) | (996) | (321) |
Ending balance | $ 674 | $ 558 | $ 674 | $ 558 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated depreciation and amortization, property, plant, and equipment | $ 4,000 | $ 4,000 | $ 4,100 | |||
Deposit contracts, assets | 1,800 | 1,800 | 2.4 | |||
Property, plant and equipment, other, accumulated depreciation | 2,300,000 | 2,300,000 | 1,900,000 | |||
Additions to other assets | 100,000 | |||||
Impairment of long-lived assets held-for-use | 0 | $ 0 | ||||
Additions to intangible assets | 600,000 | |||||
Reclassifications to intangible assets | 200,000 | |||||
Accounts receivable, net of allowance for credit losses | $ 46,430 | $ 46,430 | $ 56,776 | $ 66,300 | ||
Effective income tax rate reconciliation, percent | 22.30% | 26.60% | 13.70% | 24.60% | ||
Property, plant and equipment and intangible assets, reclassifications to goodwill | $ 0.4 | |||||
Operating loss carryforwards | $ 2,600,000 | 2,600,000 | ||||
Net operating loss carry forward limitation | $ 1,300,000 | 1,300,000 | ||||
Property, plant and equipment, reclassifications to goodwill | 300,000 | |||||
Arroyo Consulting | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Reclassifications to intangible assets | 200,000 | |||||
Property, plant and equipment, reclassifications to goodwill | 0.1 | |||||
Trade name | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets, indefinite-lived | $ 22,500,000 | |||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Renewal term | 3 years | 3 years | ||||
Useful life | 3 years | 3 years | ||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Renewal term | 10 years | 10 years | ||||
Useful life | 10 years | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | ||||
Basic (shares) | 10,880 | 10,759 | 10,858 | 10,731 |
Effect of dilutive securities: | ||||
Weighted-average number of diluted common shares outstanding | 10,880 | 10,770 | 10,858 | 10,731 |
Antidilutive securities excluded from computation of earnings per share, amount | 1,139 | 1,048 | 1,139 | 798 |
Stock options and restricted stock | ||||
Effect of dilutive securities: | ||||
Stock options and restricted stock | 0 | 11 | 0 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 884 | 793 | 884 | 543 |
Warrant | ||||
Effect of dilutive securities: | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 255 | 255 | 255 | 255 |
ACQUISITIONS - Acquisitions (De
ACQUISITIONS - Acquisitions (Details Textual) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jul. 02, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | Apr. 24, 2023 | |
Business Acquisition [Line Items] | |||||||
Lease liabilities, less current portion | $ 8,500 | ||||||
Effective income tax rate reconciliation, percent | 22.30% | 26.60% | 13.70% | 24.60% | |||
Pro Forma | Revolving Credit Facility | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility, interest rate during period | 7.10% | ||||||
Arroyo Consulting | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 6,800 | ||||||
Hold back, working capital* | 350 | ||||||
Hold back, indemnities* | 850 | ||||||
Pro forma revenue | $ 4,100 | ||||||
Pro forma operating income (loss) | 1,000 | ||||||
Intangible assets | $ 200,000 | $ 200,000 | $ 200,000 | $ 11,760 | |||
Acquisition related costs | $ 600,000 | $ 600,000 |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jul. 02, 2023 | Apr. 24, 2023 |
Business Acquisition [Line Items] | ||||
Goodwill (no deductible tax basis) | $ 59,151 | $ 59,588 | ||
Arroyo Consulting | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 3,476 | |||
Property and equipment, net | 145 | |||
Right-of-use asset - operating lease | 141 | |||
Intangible assets | $ 200,000 | 11,760 | ||
Goodwill (no deductible tax basis) | 3,400 | |||
Current liabilities assumed | (2,621) | |||
Lease liabilities - operating leases | (85) | |||
Total net assets acquired | 16,288 | |||
Cash | 6,800 | |||
Hold back, working capital* | 350 | |||
Hold back, indemnities* | 850 | |||
Working capital adjustment* | 679 | |||
Fair value of contingent consideration | 7,609 | |||
Total fair value of consideration transferred for acquired business | 16,288 | |||
Arroyo Consulting | Covenants not to compete | ||||
Business Acquisition [Line Items] | ||||
Prepaid expenses and other assets | $ 72 |
ACQUISITIONS - Finite-Lived and
ACQUISITIONS - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Arroyo Consulting - USD ($) | Apr. 24, 2023 | Jul. 02, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 11,760 | $ 200,000 |
Covenants not to compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 356 | |
Useful life | 5 years | |
Client partner lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 11,234 | |
Useful life | 10 years | |
Computer software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 170 | |
Useful life | 5 years |
ACQUISITIONS (Supplemental Unau
ACQUISITIONS (Supplemental Unaudited Pro Forma Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 82,428 | $ 162,919 |
Business Acquisition, Pro Forma Gross Profit | 30,026 | 58,527 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 2,755 | $ (12,933) |
Earnings Per Share, Pro Forma [Abstract] | ||
Basic pro forma (in usd per share) | $ 0.26 | $ (1.21) |
Diluted pro forma (in usd per share) | $ 0.26 | $ (1.21) |
Deferred Costs, Capitalized, _2
Deferred Costs, Capitalized, Prepaid, and Other Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cares Act receivable | $ 1,661 | $ 2,470 |
Income taxes receivable | 1,340 | 685 |
Receivable from seller of Arroyo Consulting, net | 0 | 3,843 |
Other | 415 | 174 |
Other current assets | $ 3,416 | $ 7,172 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jul. 02, 2023 | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 1,157 | $ 917 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jul. 02, 2023 | |
Leases [Abstract] | ||
Operating Lease, Payments | $ 1,178 | $ 1,115 |
Operating Lease, Cost | $ 1,157 | $ 917 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information Related to Leases (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term (years) | 3 years 3 months 18 days | 3 years 6 months |
Operating lease, weighted average discount rate, percent | 6.70% | 6.50% |
LEASES - Undiscounted Annual Fu
LEASES - Undiscounted Annual Future Minimum Lease Payments (Details) | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 1,133 |
2025 | 1,605 |
2026 | 1,227 |
2027 | 871 |
Thereafter | 74 |
Total lease payments | 5,422 |
Imputed interest | (570) |
Present value of lease liabilities | 4,852 |
2027 | $ 512 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, accumulated amortization | $ 53.1 | $ 49.3 |
INTANGIBLE ASSETS (Schedule of
INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,891 | $ 1,829 | $ 3,804 | $ 3,458 |
Amortization of acquired intangible assets | 1,562 | 1,549 | 3,139 | 2,911 |
Client partner lists | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 2,982 | 2,788 | ||
Amortization of acquired intangible assets | 1,487 | 1,482 | ||
Covenant not to compete | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 157 | 123 | ||
Amortization of acquired intangible assets | 75 | 67 | ||
Amortization Expense | Computer software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 329 | $ 280 | $ 665 | $ 547 |
ACCRUED PAYROLL AND EXPENSES,_3
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION - Accrued Payroll and Expenses (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Field talent payroll | $ 5,404 | $ 5,014 |
Field talent payroll related | 1,671 | 1,039 |
Accrued bonuses and commissions | 2,079 | 2,931 |
Other | 4,850 | 5,918 |
Accrued payroll and expenses | $ 14,004 | $ 14,902 |
DEBT (Details Textual)
DEBT (Details Textual) | 3 Months Ended | 6 Months Ended | |||||
Mar. 12, 2024 USD ($) | May 19, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jul. 02, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jul. 02, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 100,000 | $ 100,000 | |||||
Long-term line of credit | 13,748 | 13,748 | $ 0 | ||||
Line of credit facility, average outstanding amount | 14,900,000 | $ 25,400,000 | 17,900,000 | $ 23,000,000 | |||
Convertible notes payable | 4,368 | 4,368 | $ 4,368 | ||||
Conversion price | $ / shares | $ 17.12 | ||||||
Horn Solutions, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes payable | $ 4.4 | ||||||
Debt instrument, interest rate, stated percentage | 6% | ||||||
Credit Agreement | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, increased borrowing capacity | $ 6 | ||||||
Credit Agreement | BMO Harris Bank, N.A. | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of principal balance due at quarter end | 0.025 | 0.025 | |||||
Line of credit facility, maximum borrowing capacity | $ 40 | ||||||
Long-term line of credit | 14,066 | 14,066 | $ 24,874 | ||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 14,100,000 | $ 14,100,000 | $ 24,900,000 | ||||
Term Loan | Credit Agreement | BMO Harris Bank, N.A. | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum increase | $ 40 | ||||||
Long term debt | $ 4.3 |
DEBT - Borrowings Under Revolvi
DEBT - Borrowings Under Revolving Facility (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Fourth borrowing amount | $ 0 | $ 15,000 |
Total borrowing amount | 13,748 | 0 |
Credit Agreement | BMO Harris Bank, N.A. | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 6,566 | $ 4,874 |
Initial borrowing amount, interest rate, effective percentage | 10.25% | 9.75% |
Third borrowing amount | $ 0 | $ 2,000 |
Third borrowing amount, interest rate, effective percentage | 0% | 7.71% |
Fourth borrowing amount, interest rate, effective percentage | 0% | 7.77% |
Total borrowing amount | $ 14,066 | $ 24,874 |
Credit Agreement, Additional Borrowings | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Second borrowing amount | $ 7,500 | $ 3,000 |
Credit Agreement, Additional Borrowings | BMO Harris Bank, N.A. | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Second borrowing amount, interest rate, effective percentage | 8.18% | 7.69% |
DEBT - Borrowing Under Term Loa
DEBT - Borrowing Under Term Loan (Details) - Credit Agreement - Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt, less current portion | $ 33,150 | $ 34,000 |
Debt instrument, interest rate, stated percentage | 8.18% | 7.79% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jul. 02, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 24, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 8,500 | |||
Interest expense on contingent consideration payable | $ (90) | $ 202 | ||
Level 3 | Contingent Consideration | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 3,981 | $ 8,320 | ||
Measurement Input, Discount Rate | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate | 0.07 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2024 | Jul. 02, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 02, 2023 | Jan. 01, 2023 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 | ||||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | ||||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 | ||||
Stockholders' Equity Attributable to Parent | $ 83,161 | $ 84,388 | $ 83,553 | $ 85,536 | $ 83,158 | $ 100,736 |
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued | 23,310 | 34,112 | ||||
Shares, Outstanding | 10,956 | 10,839 | 10,929 | 10,888 | 10,806 | 10,772 |
Stockholders' Equity Attributable to Parent | $ 110 | $ 108 | $ 109 | $ 109 | $ 108 | $ 108 |
Restricted stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value (in USD per share) | $ 0.01 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 100 | $ 100 | $ 200 | $ 200 |
Unamortized stock compensation expense | $ 600 | $ 600 | ||
Unamortized stock compensation expense, recognition period | 2 years 1 month 6 days | |||
Shares available for issuance | 1,200,000 | 1,200,000 | ||
Exercise of common stock options (shares) | 16,298 | |||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 100 | $ 300 | ||
Unamortized stock compensation expense | $ 600 | $ 600 | ||
Unamortized stock compensation expense, recognition period | 1 year 8 months 12 days |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock Option and Restricted Stock Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2024 | Oct. 01, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning number of shares, outstanding (in shares) | 922,310 | ||
Exercised (in shared) | (16,298) | ||
Number of shares, outstanding (in shares) | 906,012 | ||
Ending number of shares, options exercisable | 649,957 | 663,740 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | |||
Beginning balance of options outstanding (in dollars per share) | $ 15.30 | ||
Ending balance of options outstanding (in dollars per share) | 15.47 | ||
Options exercisable at end of period | $ 17.11 | $ 16.84 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | |||
Options outstanding, weighted average remaining contractual term | 5 years 7 months 6 days | 6 years | |
Optons exercisable, weighted average remaining contractual term | 4 years 7 months 6 days | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Roll Forward] | |||
Beginning balance, intrinsic value | $ 104 | ||
Ending value, intrinsic value | 33 | ||
Options exercisable, aggregate intrinsic value | $ 130 | $ 103 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested, number of shares | 256,055 | 258,570 | |
Nonvested options, weighted average grant date fair value | $ 7.81 | $ 7.84 | |
Exercised (in dollars per share) | $ 6.25 |
TEAM MEMBER BENEFIT PLAN (Detai
TEAM MEMBER BENEFIT PLAN (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 0.5 | $ 0.5 | $ 1 | $ 1 |
First 3% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 100% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3% | |||
Next 2% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2% |
BUSINESS SEGMENTS (Reconciliati
BUSINESS SEGMENTS (Reconciliation of Revenue and Operating Income) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jul. 02, 2023 | Jun. 30, 2024 | Jul. 02, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 68,137 | $ 80,800 | $ 136,903 | $ 156,116 | |
Depreciation | 90 | 111 | 184 | 238 | |
Amortization | 1,891 | 1,829 | 3,804 | 3,458 | |
Operating income | 81 | 5,050 | 497 | (15,679) | |
Capital expenditures | 501 | 745 | 995 | 1,490 | |
Total assets | 159,754 | 159,754 | $ 178,517 | ||
Impairment losses | 0 | 0 | 0 | (22,545) | |
Operating Segments | Real Estate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 25,726 | 31,071 | 50,273 | 59,477 | |
Depreciation | 31 | 33 | 63 | 68 | |
Operating income | 3,203 | 5,774 | 6,605 | 10,464 | |
Capital expenditures | 7 | 21 | 20 | 53 | |
Total assets | 22,811 | 22,811 | 29,884 | ||
Operating Segments | Professional | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 42,411 | 49,729 | 86,630 | 96,639 | |
Depreciation | 49 | 67 | 101 | 143 | |
Amortization | 1,600 | 1,549 | 3,216 | 2,911 | |
Operating income | 1,556 | 3,786 | 3,230 | 6,413 | |
Capital expenditures | 69 | 184 | 132 | 232 | |
Total assets | 112,517 | 112,517 | 122,751 | ||
Home office | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation | 10 | 11 | 20 | 27 | |
Amortization | 291 | 280 | 588 | 547 | |
Capital expenditures | 425 | 540 | 843 | 1,205 | |
Total assets | 24,426 | 24,426 | $ 25,882 | ||
Home office | General and Administrative Expense | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | $ (4,678) | $ (4,510) | $ (9,338) | $ (10,011) |