Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'NVEE | ' |
Entity Registrant Name | 'NV5 Holdings, Inc. | ' |
Entity Central Index Key | '0001532961 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,482,782 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $6,771 | $2,294 |
Accounts receivable, net of allowance for doubtful accounts of $1,374 and $1,631 as of September 30, 2013 and December 31, 2012, respectively | 17,977 | 15,052 |
Prepaid expenses and other current assets | 381 | 311 |
Deferred income tax assets | 511 | 543 |
Total current assets | 25,640 | 18,200 |
Property and equipment, net | 1,315 | 1,273 |
Intangible assets, net | 3,250 | 2,758 |
Goodwill | 7,106 | 5,857 |
Cash surrender value of officers' life insurance | 684 | 656 |
Other assets | 119 | 600 |
Deferred income tax assets | 715 | 619 |
Total Assets | 38,829 | 29,963 |
Current liabilities: | ' | ' |
Accounts payable | 4,667 | 3,261 |
Accrued liabilities | 4,744 | 3,082 |
Income taxes payable | 107 | 1,992 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 394 | 430 |
Client deposits | 110 | 47 |
Current portion of contingent consideration | 333 | ' |
Current portion of stock repurchase obligation | 713 | 772 |
Current portion of notes payable | 1,732 | 3,538 |
Total current liabilities | 12,800 | 13,122 |
Contingent consideration, less current portion | 634 | ' |
Stock repurchase obligation, less current portion | 1,068 | 1,621 |
Notes payable, less current portion | 2,843 | 3,851 |
Total liabilities | 17,345 | 18,594 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock: $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $0.01 par value, 45,000,000 shares authorized, 4,279,844 and 2,600,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 43 | 26 |
Additional paid-in capital | 16,939 | 9,065 |
Retained earnings | 4,502 | 2,278 |
Total stockholders' equity | 21,484 | 11,369 |
Total liabilities and stockholders' equity | $38,829 | $29,963 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,374 | $1,631 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 4,279,844 | 2,600,000 |
Common stock, shares outstanding | 4,279,844 | 2,600,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Gross contract revenues | $18,588 | $16,565 | $51,317 | $45,486 |
Direct costs (excluding depreciation and amortization): | ' | ' | ' | ' |
Salaries and wages | 5,315 | 4,642 | 14,747 | 12,672 |
Sub-consultant services | 3,535 | 2,826 | 9,010 | 7,514 |
Other direct costs | 598 | 537 | 1,508 | 1,486 |
Total direct costs | 9,448 | 8,005 | 25,265 | 21,672 |
Gross profit | 9,140 | 8,560 | 26,052 | 23,814 |
Operating Expenses: | ' | ' | ' | ' |
Salaries and wages, payroll taxes and benefits | 5,024 | 4,603 | 14,772 | 14,123 |
General and administrative | 1,698 | 1,586 | 4,540 | 4,675 |
Facilities and facilities related | 847 | 851 | 2,510 | 2,458 |
Depreciation and amortization | 403 | 376 | 1,126 | 1,089 |
Total operating expenses | 7,972 | 7,416 | 22,948 | 22,345 |
Income from operations | 1,168 | 1,144 | 3,104 | 1,469 |
Other (expense) income: | ' | ' | ' | ' |
Interest expense | -26 | -101 | -162 | -275 |
Total other (expense) | -26 | -101 | -162 | -275 |
Income before income tax expense | 1,142 | 1,043 | 2,942 | 1,194 |
Income tax expense | -211 | -364 | -718 | -413 |
Net income and comprehensive income | $931 | $679 | $2,224 | $781 |
Basic Earnings per Share | $0.25 | $0.31 | $0.68 | $0.34 |
Diluted Earnings per Share | $0.23 | $0.27 | $0.63 | $0.31 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholder's Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] |
In Thousands, except Share data | ||||
Beginning Balance at Dec. 31, 2012 | $11,369 | $26 | $9,065 | $2,278 |
Beginning Balance, Shares at Dec. 31, 2012 | 2,600,000 | 2,600,000 | ' | ' |
Stock compensation | 237 | ' | 237 | ' |
Proceeds from initial public offering, net of offering costs | 7,654 | 16 | 7,638 | ' |
Proceeds from initial public offering, net of offering costs, Shares | 1,400,000 | 1,610,000 | ' | ' |
Restricted stock issuance, net | ' | 1 | -1 | ' |
Restricted stock issuance, net, Shares | ' | 69,844 | ' | ' |
Net income | 2,224 | ' | ' | 2,224 |
Ending Balance at Sep. 30, 2013 | $21,484 | $43 | $16,939 | $4,502 |
Ending Balance, Shares at Sep. 30, 2013 | 4,279,844 | 4,279,844 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows From Operating Activities: | ' | ' |
Net income | $2,224 | $781 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 1,126 | 1,089 |
Provision for doubtful accounts | 22 | 294 |
Stock compensation | 237 | 152 |
Fair value adjustment to contingent consideration | 18 | ' |
Deferred income taxes | -64 | -1,044 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,682 | -1,824 |
Prepaid expenses and other assets | -9 | -459 |
Net change in cash surrender value of officers' life insurance | -28 | -4 |
Accounts payable | 1,019 | 1,293 |
Accrued liabilities | 1,386 | 180 |
Income taxes payable | -1,885 | -510 |
Client deposits | -20 | -116 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -37 | -111 |
Net cash provided by (used in) operating activities | 2,307 | -279 |
Cash Flows From Investing Activities: | ' | ' |
Cash paid for acquisitions | -1,617 | -1,000 |
Purchase of property and equipment | -407 | -445 |
Net cash used in investing activities | -2,024 | -1,445 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from initial public offering | 9,660 | ' |
Initial public offering costs | -1,580 | ' |
Borrowings | 517 | 2,250 |
Payments on long-term debt | -3,791 | -1,029 |
Payments on stock repurchase obligation | -612 | -637 |
Payments made for repurchase of common stock | ' | -54 |
Net cash provided by financing activities | 4,194 | 530 |
Net Increase (Decrease) in Cash and Cash Equivalents | 4,477 | -1,194 |
Cash and cash equivalents - beginning of period | 2,294 | 2,762 |
Cash and cash equivalents - end of period | 6,771 | 1,568 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 192 | 252 |
Cash paid for income taxes | 2,416 | 1,968 |
Non-cash investing and financing activities: | ' | ' |
Contingent consideration (earn-out) | 949 | ' |
Note payable issued for stock repurchase | ' | 1,062 |
Notes and stock payable for acquisitions | 697 | 2,500 |
Reclassification of previously capitalized initial public offering costs from other assets to additional paid-in capital upon completion of initial public offering (including costs incurred prior to 2013) | $426 | ' |
Organization_and_Nature_of_Bus
Organization and Nature of Business Operations | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Nature of Business Operations | ' |
Note 1 - Organization and Nature of Business Operations | |
Business | |
NV5 Holdings, Inc. (“Holdings”) and its subsidiaries (collectively, the “Company”, “we” or “our”) is a provider of professional and technical consulting and certification services to public and private sector clients. We focus on the infrastructure, construction, real estate and environmental markets. The scope of our projects includes planning, design, consulting, permitting, inspection and field supervision, and management oversight. We also provide forensic engineering, litigation support, condition assessment and compliance certification. We operate our business through a network of 22 locations in California, Colorado, Utah, Florida and New Jersey. We conduct our operations through two primary operating subsidiaries: (i) Nolte Associates, Inc. (“Nolte”), which began operations in 1949, was incorporated as a California corporation in 1957 and in which we acquired a controlling interest in August 2010, and (ii) NV5, Inc. (“NV5”), which was incorporated as a Delaware corporation in 2009. | |
Holdings was incorporated as a Delaware corporation in September 2011 as part of a Plan of Reorganization (the “Reorganization”), and owns all of the outstanding shares of Nolte and NV5. | |
Significant Transactions | |
Pursuant to a series of Buy-Sell agreements with selling stockholders, NV5 (“Successor”) gained control of Nolte (“Predecessor”) through the acquisition of a 57% interest in the common stock of Nolte on August 3, 2010, an additional 3% interest on December 31, 2010, and an additional 3% interest during the period of August 2011 through September 2011 (the “Nolte Transaction”). On August 18, 2011, the Board of Directors of Nolte unanimously approved the terms of the Reorganization, whereby the holders of the remaining 37% non-controlling interest in Nolte tendered each of their owned shares of Nolte common stock for 2.5 shares of Holding’s common stock, with Nolte becoming a wholly owned subsidiary of Holdings. On October 6, 2011, NV5 and Nolte completed the Reorganization and, thereafter, Holdings (i) issued shares of its common stock to the stockholders of NV5 in exchange for the contribution of their shares of NV5 common stock to Holdings, and (ii) Nolte became a wholly-owned subsidiary of Holdings. | |
Pursuant to an Asset Purchase Agreement, the Company acquired the North American operations for construction quality assurance, testing and geotechnical engineering services from Bureau Veritas North America in March 2010 (“BV” and the “BV Transaction”). | |
On July 27, 2012, the Company acquired certain assets and assumed certain liabilities of Kaderabek Company (“Kaco”), a 30-person engineering firm headquartered in Miami, Florida. Kaco commenced operations in 1984 and its development and engineering teams have worked on projects in South Florida, the Caribbean and Central America. | |
On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of Consilium Partners (“Consilium” or “Consilium Partners”), a 20-person owner’s representation and program management firm that serves both public and private clients, such as municipalities, major hospitality firms and institutional real estate owners (see Note 4). | |
On July 8, 2013, the Company acquired certain assets and assumed certain liabilities of the Tampa, Florida division of Pitman-Hartenstein & Associates (“PH&A”). PH&A specializes in transportation infrastructure engineering (see Note 4). | |
On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc. (“Dunn”). Dunn specializes in environmental and hydrogeology sciences in Northern California (see Note 4). | |
The acquisitions referenced above were accounted for as business combinations under the acquisition method of accounting. Under this method, the assets acquired, liabilities assumed and non-controlling interest, if any, were recorded in the Company’s consolidated financial statements at their respective fair values as of the acquisition dates, and the results of these acquisitions are included in the Company’s consolidated results from the respective dates of acquisition. | |
On March 7, 2013, the Company’s Board of Directors approved a 1.3866-for-1 forward stock split of its outstanding common shares, to be effected immediately prior to the consummation of an initial public offering. The stock split resulted in the issuance of 724,916 additional shares of common stock. All information presented in the accompanying consolidated financial statements has been retroactively adjusted to reflect this stock split. | |
On March 26, 2013, the Company priced its initial public offering of 1,400,000 units. Each unit was sold at an offering price of $6.00 per unit and consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.80 per share. The units began trading on The Nasdaq Capital Market (“Nasdaq”) on March 27, 2013 and traded solely as units through September 26, 2013. The units sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-186229), which was declared effective by the SEC on March 26, 2013. On March 28, 2013, the underwriter of the offering exercised its option to purchase up to an additional 210,000 units, solely to cover over-allotments. The closing of the offering occurred, and was recorded, on April 2, 2013, upon which we received net proceeds of approximately $8.7 million after deducting underwriters’ discounts, legal and offering expenses and issued 1,610,000 units. | |
On September 27, 2013, the common stock and warrants comprising the Company’s units began trading separately on the Nasdaq under the symbols “NVEE” and “NVEEW”, respectively. In connection with the separate trading of the common stock and warrants, the Company’s units ceased trading under the symbol “NVEEU” on the close of the markets on September 26, 2013 and the units were delisted from Nasdaq. | |
On September 27, 2013, the warrants became exercisable at an exercise price of $7.80 per share (see exception below). The warrant exercise period expires on March 27, 2018 or earlier upon redemption. We may call the warrants for redemption as follows: (i) at a price of $0.01 for each warrant at any time while the warrants are exercisable, so long as a registration statement relating to the common stock issuable upon exercise of the warrants is effective and current: (ii) upon not less than 30 days prior written notice of redemption to each warrant holder; and (iii) if, and only if, the reported last sale price of the common stock equals or exceeds $12.00 per share for the 20-trading-day period ending on the third business day prior to the notice of redemption to warrant holders. | |
On September 27, 2013 and continuing until October 11, 2013 (the “Temporary Reduction Expiration Time”), the Company temporarily reduced the exercise price of all of our outstanding public warrants from $7.80 per share to $6.00 per share. All such warrants properly exercised in accordance with their respective terms prior to the Temporary Reduction Expiration Time were accepted by the Company at the reduced $6.00 per share exercise price and one share of the Company’s registered common stock per warrant was issued to the exercising warrant holder. After the Temporary Reduction Expiration Time, the exercise price of the public warrants automatically reverted to the warrant exercise price of $7.80 per share included in the original terms of the public warrants and the reduced exercise price was no longer in effect. Except for the reduced $6.00 per share exercise price of the warrants during the Temporary Reduction Expiration Time, the terms of the public warrants remain unchanged. During the Temporary Reduction Expiration Time, 1,196,471, or approximately 74% of the outstanding public warrants were exercised at the reduced exercise price of $6.00 per share. The temporary reduction in the warrant exercise price generated net cash proceeds to the Company of approximately $6.7 million after deducting underwriters’ discounts, legal and offering expenses. All such proceeds were received subsequent to September 30, 2013, and as a result, neither the temporary reduction of the exercise price, nor the receipt of the cash proceeds therefrom had any impact on the accompanying consolidated financial statements. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Note 2 - Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The consolidated financial statements include the accounts of Holdings and its subsidiaries, all of which were wholly owned for all periods presented. All intercompany accounts and transactions have been eliminated. | |||||||||||||||||
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine months ended September 30, 2013 and cash flows for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any future interim period or for the full 2013 fiscal year. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of 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 at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material. | |||||||||||||||||
Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the valuation of our intangible assets, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and reserves for professional liability claims. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the FDIC insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 66% and 75% of our revenues for the nine months ended September 30, 2013 and 2012, respectively, are from California-based projects and approximately 18% and 20% of revenues for the nine months ended September 30, 2013 and 2012, respectively, are from one client. Furthermore, approximately 44% and 45% of our accounts receivable as of September 30, 2013 and December 31, 2012, respectively, is from government and government-related contracts. As management continually evaluates the creditworthiness of these and future clients, the risk of credit default is considered limited. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows: | |||||||||||||||||
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||||||
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||||||
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||||||||||
The Company considers cash, cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. The carrying amount of cash, cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. | |||||||||||||||||
The Company measures contingent consideration liabilities recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We use a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. As such, the contingent consideration is classified within Level 3. Items classified as Level 3 within the valuation hierarchy, consisting of contingent consideration liabilities related to recent acquisitions, were valued based on various estimates, including probability of success, discount rates and amount of time until the conditions of the contingent payments are achieved. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. | |||||||||||||||||
Asset | Depreciation Period | ||||||||||||||||
Office furniture and equipment | 5 Years | ||||||||||||||||
Computer equipment | 3 Years | ||||||||||||||||
Survey and field equipment | 5 Years | ||||||||||||||||
Leasehold improvements | Lesser of the estimated useful lives or | ||||||||||||||||
remaining term of the lease | |||||||||||||||||
Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to property and equipment during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. | |||||||||||||||||
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is not met, then performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques. We are required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of our reporting units. If the carrying value of the assets and liabilities exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. We have elected to perform our annual goodwill impairment review on August 1 of each year. On August 1, 2013, we conducted our annual impairment test on the goodwill using the quantitative method of evaluating goodwill. Based on this quantitative analysis we determined the fair value of each of our reporting units exceeded the carrying value of the reporting unit. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2013 and no indicators, events or changes in circumstances indicated that goodwill was impaired during the period from August 2, 2013 through September 30, 2013. There were no indicators, events or changes in circumstances to indicate that goodwill is impaired during the three and nine months ended September 30, 2013. | |||||||||||||||||
Identifiable intangible assets primarily include customer backlog, customer relationships, tradenames and non-compete agreements. Amortizable intangible assets are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to amortizable intangible assets during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
See Note 7 for further information on goodwill and identified intangible assets. | |||||||||||||||||
Earnings per Share | |||||||||||||||||
Basic earnings per share is calculated by dividing net income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the three and nine months ended September 30, 2013 and 2012. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with ASC 260, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three and nine months ended September 30, 2013 and 2012 exclude 484,089 and 415,027 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the three and nine months ended September 30, 2013 includes non-vested restricted shares and units, issuable shares related to acquisition, and the warrants associated with our initial public offering. The warrants were dilutive for only a portion of the periods then ended. As discussed in Note 1, subsequent to September 30, 2013, the Company received cash proceeds from the exercise of a portion of these warrants, and issued 1,196,471 additional shares of common stock, all of which will be considered in the calculation of basic weighted average shares outstanding for the three months and year ending December 31, 2013. | |||||||||||||||||
The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income – basic and diluted | $ | 931 | $ | 679 | $ | 2,224 | $ | 781 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 3,795,754 | 2,215,774 | 3,259,104 | 2,282,082 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 290,864 | 218,195 | 256,954 | 213,861 | |||||||||||||
Effect of issuable shares related to acquisitions | 35,393 | 49,737 | 14,518 | 16,580 | |||||||||||||
Effect of warrants | 11,270 | — | 3,757 | — | |||||||||||||
Diluted weighted average shares outstanding | 4,133,281 | 2,483,706 | 3,534,333 | 2,512,523 | |||||||||||||
Revenue Recognition | |||||||||||||||||
We enter into contracts with our clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of our contracts are cost-reimbursable contracts that fall under the subcategory of time and materials contracts. | |||||||||||||||||
Cost-reimbursable contracts. Cost-reimbursable contracts consist of two similar contract types: time and materials contracts and cost-plus contracts. | |||||||||||||||||
• | Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have a fixed-price element in the form of an initial not-to-exceed or guaranteed maximum price provision. | ||||||||||||||||
• | Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. These contracts provide for reimbursement of the actual costs and overhead (at predetermine rates) we incur, plus a predetermined fee. Under some cost-plus contracts, our fee may be based on quality, schedule, and other performance factors. | ||||||||||||||||
Fixed-price contracts. Fixed-price contracts also consist of two contract types: lump-sum contracts and fixed-unit price contracts. | |||||||||||||||||
• | Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. | ||||||||||||||||
• | Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed. | ||||||||||||||||
Revenues from engineering services are recognized when services are performed and the revenues are earned in accordance with the accrual basis of accounting. | |||||||||||||||||
Revenues from long-term contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field labor, subcontractors, or the procurement of materials or equipment) in contract revenues and cost of revenue when the costs of these items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. | |||||||||||||||||
If estimated total costs on contracts indicate a loss or reduction to percentage of revenue recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. | |||||||||||||||||
Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated contract revenue when it is probable that the change order will result in an addition to the contract value and can be reliably estimated. | |||||||||||||||||
Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. | |||||||||||||||||
Unbilled work results when the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of contract revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of contract revenues recognized on these contracts as of the reporting date. | |||||||||||||||||
Advertising | |||||||||||||||||
Advertising costs are charged to expense in the period incurred and amounted to $36 and $35 for the three months ended September 30, 2013 and 2012, respectively, and $77 and $124 for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
The Company reports its billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: client type – federal government or commercial client, historical performance, historical collection trends and general economic conditions. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account which are included in income, while direct charge-offs of receivables are deducted from the allowance. | |||||||||||||||||
Professional Liability Expense | |||||||||||||||||
The Company maintains insurance for business risks including professional liability. For professional liability risks, the Company’s retention amount under its claims-made insurance policies includes an accrual for claims incurred but not reported for any potential liability, including any legal expenses, to be incurred for such claims if they occur. The Company’s accruals are based upon historical expense and management’s judgment. The Company maintains insurance coverage for various aspects of its business and operations; however the Company has elected to retain a portion of losses that may occur through the use of deductibles, limits and retentions under our insurance programs. Our insurance coverage may subject the Company to some future liability for which it is only partially insured or completely uninsured. Management believes its estimated accrual for errors, omission and professional liability claims is sufficient and any additional liability over amounts accrued is not expected to have a material effect on the Company’s consolidated results of operations or financial position. | |||||||||||||||||
Leases | |||||||||||||||||
The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is reflected as a short-term liability in the Company’s consolidated balance sheets. | |||||||||||||||||
Segment Information | |||||||||||||||||
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company has identified operating segments at the subsidiary entity level. However, each entity’s operating performance has been aggregated into one reportable segment. Each entity’s operations meet the aggregation criteria set forth in Topic No. 280. The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of customer, nature of service and distribution methods. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes in accordance with ASC Topic No. 740 “Income Taxes” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly. | |||||||||||||||||
The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Generally, the Company remains subject to income tax examinations by our major taxing authorities from inception in 2009. Nolte generally is no longer subject to income tax examinations by its major taxing authorities for years ending before September 28, 2006. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. As of September 30, 2013 and December 31, 2012, the Company does not have any material uncertain tax positions. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Note 3 –Recent Accounting Pronouncements | |
In December 2011, the FASB issued amended guidance requiring companies to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This guidance is required to be applied retrospectively for all prior periods presented and is effective for annual periods for fiscal years beginning on or after January 1, 2013, and interim periods within those annual fiscal years. The adoption of this standard did not have a material impact on consolidated results of operations and financial condition. | |
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. As the Company does not currently have any indefinite-lived intangible assets, the adoption of ASU 2012-02 did not impact our financial position or results of operations. |
Business_Acquisitions
Business Acquisitions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Acquisitions | ' | ||||
Note 4 – Business Acquisitions | |||||
On April 30, 2013, we acquired certain assets and assumed certain liabilities of Consilium Partners, a 20-person owner’s representation and program management firm that serves both public and private clients, such as municipalities, major hospitality firms and institutional real estate owners. Consilium Partners possesses specialized expertise in managing technically demanding projects, while having an affinity for leading teams and cultivating teamwork with the people who ultimately determine a project’s success. The purchase price was $1,083 consisting of cash, notes and common stock plus an earn-out of up to $1,000 in cash and/or our common stock. Payment of the $1,000 earn-out is based on the achievement of a certain agreed upon metric for calendar year 2013, and if achieved, is payable in three annual installments beginning in January 31, 2014 consisting of cash and/or our common stock. | |||||
On July 8, 2013, we acquired certain assets and assumed certain liabilities of the Tampa, Florida division of Pitman-Hartenstein & Associates (“PH&A”). PH&A specializes in transportation infrastructure engineering. The purchase price was $980 consisting of cash and notes. | |||||
On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc. (“Dunn”). Dunn specializes in environmental and hydrogeology sciences in Northern California. The purchase price was $250 consisting of cash, notes and common stock. | |||||
Under the acquisition method of accounting, the Company recognized the assets acquired and the liabilities assumed at their fair values and recorded an allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates. Goodwill was recorded based on the amount by which the purchase prices exceeded the fair value of the net assets acquired and the amount attributable to the reputation of the businesses acquired, the workforces in place and the synergies to be achieved from these acquisition. The allocation of the purchase prices to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) are based on valuations performed to determine the fair values of such assets as of the acquisition dates. | |||||
The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. We estimated the fair value of contingent earn-out payments as part of the initial purchase price of Consilium and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheet as of September 30, 2013. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former owners of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The contingent earn-out payments are not affected by employment termination. | |||||
We measure our earn-out (contingent consideration) liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We use a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities. | |||||
We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. | |||||
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2013: | |||||
Accounts receivable | $ | 1,266 | |||
Property and equipment | 38 | ||||
Other assets | 4 | ||||
Intangible assets: | |||||
Customer relationships | 724 | ||||
Trade name | 106 | ||||
Customer backlog | 269 | ||||
Non-compete | 115 | ||||
Total Assets | 2,522 | ||||
Liabilities | (508 | ) | |||
Net assets acquired | $ | 2,014 | |||
Consideration paid (Cash, Notes and stock) | $ | 2,314 | |||
Contingent earn-out liability (Cash and stock) | 949 | ||||
Total Consideration | $ | 3,263 | |||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 1,249 | |||
For income tax purposes, goodwill from these acquisitions is deductible over a 15-year period. | |||||
The consolidated financial statements of the Company include the results of operations from the businesses acquired from their respective dates of acquisition to September 30, 2013 and include gross revenues and net income of approximately $2 million and $0.2 million, respectively. Included in general and administrative expense for the nine and three months ended September 30, 2013 is $25 and $19, respectively of acquisition-related costs pertaining to our acquisition activities. The Company’s preliminary determination is that these acquisitions, individually and in the aggregate do not constitute significant business combinations and, therefore, historical financial statements and related pro forma financial statements are not required to be disclosed. The fair value of the contingent consideration obligation increased by $18 during the nine and three months ended September 30, 2013 as a result of increased probability of achieving agreed upon metric and accretion of imputed interest on the obligation. |
Accounts_Receivable_net
Accounts Receivable, net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable, net | ' | ||||||||
Note 5 – Accounts Receivable, net | |||||||||
Accounts receivable, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Billed | $ | 12,860 | $ | 11,907 | |||||
Unbilled | 5,926 | 4,270 | |||||||
Contract retentions | 565 | 506 | |||||||
19,351 | 16,683 | ||||||||
Less: allowance for doubtful accounts | (1,374 | ) | (1,631 | ) | |||||
Accounts receivable, net | $ | 17,977 | $ | 15,052 | |||||
Billed accounts receivable represent amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represent recognized revenues pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months. |
Property_and_Equipment_net
Property and Equipment, net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment, net | ' | ||||||||
Note 6 – Property and Equipment, net | |||||||||
Property and equipment, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Office furniture and equipment | $ | 221 | $ | 255 | |||||
Computer equipment | 961 | 861 | |||||||
Survey and field equipment | 1,007 | 898 | |||||||
Leasehold improvements | 1,029 | 1,032 | |||||||
3,218 | 3,046 | ||||||||
Accumulated depreciation | (1,903 | ) | (1,773 | ) | |||||
Property and equipment – net | $ | 1,315 | $ | 1,273 | |||||
Depreciation expense for the three months ended September 30, 2013 and 2012 was $139 and $148, respectively, and $404 and $486 for the nine months ended September 30, 2013 and 2012, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, net | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets, net | ' | ||||||||||||||||||||||||
Note 7 – Goodwill and Intangible Assets, net | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The table set forth below shows the change in goodwill during the period from December 31, 2012 through September 30, 2013: | |||||||||||||||||||||||||
Goodwill as of December 31, 2012 | $ | 5,857 | |||||||||||||||||||||||
2013 acquisitions | 1,249 | ||||||||||||||||||||||||
Goodwill as of September 30, 2013 | $ | 7,106 | |||||||||||||||||||||||
Intangible assets | |||||||||||||||||||||||||
Intangible assets, net, at September 30, 2013 and December 31, 2012 consists of the following: | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net Amount | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | Amount | |||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Customer relationships | $ | 4,275 | $ | (1,491 | ) | $ | 2,784 | $ | 3,551 | $ | (1,093 | ) | $ | 2,458 | |||||||||||
Trade names | 858 | (786 | ) | 72 | 752 | (581 | ) | 171 | |||||||||||||||||
Customer backlog | 885 | (665 | ) | 220 | 616 | (572 | ) | 44 | |||||||||||||||||
Non-compete agreements | 207 | (33 | ) | 174 | 92 | (7 | ) | 85 | |||||||||||||||||
Total | $ | 6,225 | $ | (2,975 | ) | $ | 3,250 | $ | 5,011 | $ | (2,253 | ) | $ | 2,758 | |||||||||||
Trade names are amortized on a straight-line basis over their estimated lives ranging from one to three years. Customer backlog and customer relationships are amortized based on the future expected revenues, with weighted average amortization periods ranging from 1 to 9 years. Non-compete agreements are amortized over their contractual lives ranging from 4 to 5 years. | |||||||||||||||||||||||||
Amortization expense for the three months ended September 30, 2013 and 2012 was $263 and $228, respectively, and $721 and $603 for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||||||||||
As of September 30, 2013, the future estimated aggregate amortization related to intangible assets is as follows: | |||||||||||||||||||||||||
Period ending September 30, | |||||||||||||||||||||||||
2014 | $ | 885 | |||||||||||||||||||||||
2015 | 668 | ||||||||||||||||||||||||
2016 | 507 | ||||||||||||||||||||||||
2017 | 390 | ||||||||||||||||||||||||
2018 | 262 | ||||||||||||||||||||||||
Thereafter | 538 | ||||||||||||||||||||||||
Total | $ | 3,250 | |||||||||||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
Note 8 – Accrued Liabilities | |||||||||
Accrued liabilities consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Stock payable for acquisition | $ | 237 | — | ||||||
Deferred rent | 521 | 614 | |||||||
Payroll and related taxes | 1,494 | 632 | |||||||
Professional fees | 180 | 235 | |||||||
Benefits | 848 | 294 | |||||||
Compensated absences | 1,232 | 1,054 | |||||||
Other | 232 | 253 | |||||||
Total | $ | 4,744 | $ | 3,082 | |||||
Notes_Payable
Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
Note 9 – Notes Payable | |||||||||
Notes payable consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Two line of credit facilities totaling $4,000 (the “Line Facilities”), due October 30, 2013, interest payable monthly at prime rate plus 1% with a minimum of 4.50% until maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders and a wholly owned subsidiary, and contain cross default provisions with each other and with the note payable described below (1) | $ | — | $ | 1,983 | |||||
Note payable to bank (the “Term Loan”), interest at prime rate (minimum 5.0%), due February 1, 2015, payable in monthly installments of $46 and a lump sum of the remaining principal balance outstanding at maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders | 1,282 | 1,696 | |||||||
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to note payable to bank (2) | 1,827 | 2,184 | |||||||
$2,000 uncollateralized promissory note issued to the former owner of Kaco (bearing interest at 3.0% for the first year and 200 basis points over the one-year LIBOR for the years thereafter), payable in three equal payments of $500 each due on the first, second and third anniversaries of the effective date of July 27, 2012 | 1,000 | 1,500 | |||||||
$200 uncollateralized promissory note issued to the former owners of Consilium (bearing interest at 4.0%), payable in three equal payments of $66 each due on the first, second and third anniversaries of the effective date of April 30, 2013 | 200 | — | |||||||
$168 uncollateralized promissory note issued in conjunction with PH&A acquisition (bearing interest at 4.0%), payable in two equal payments of $84 each due on December 31, 2013 and December 31, 2014 | 168 | — | |||||||
$92 uncollateralized promissory note issued to the former owner of Dunn (bearing interest at 4.0%), payable in two equal payments of $46 each due on the first and second anniversaries of the effective date of August 12, 2013 | 92 | — | |||||||
Other | 6 | 26 | |||||||
Total debt | 4,575 | 7,389 | |||||||
Less: current maturities | (1,732 | ) | (3,538 | ) | |||||
Long-term debt, net of current maturities | $ | 2,843 | $ | 3,851 | |||||
-1 | During the first quarter we borrowed $517 under the Line Facilities, however on April 4, 2013, we repaid the outstanding principal balance of $2,500 to the bank. Our capacity to borrow under the Line Facilities as of November 13, 2013 is $4,000. On October 18, 2013, we extended the maturity dates of the Line Facilities to November 30, 2013 as we continue to work with our lender to extend and/or expand the capacity of the Line Facilities. | ||||||||
-2 | On March 12, 2013, the note holder provided his irrevocable confirmation that he will not elect to convert any portion of this note into common stock of the Company now or in the future. | ||||||||
Future contractual maturities of long-term debt as of September 30, 2013 are as follows: | |||||||||
Period ending September 30, | |||||||||
2014 | $ | 1,732 | |||||||
2015 | 1,903 | ||||||||
2016 | 543 | ||||||||
2017 | 397 | ||||||||
Total | $ | 4,575 | |||||||
Stock_Repurchase_Obligation
Stock Repurchase Obligation | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Stock Repurchase Obligation | ' | ||||
Note 10– Stock Repurchase Obligation | |||||
The Stock Repurchase Obligation at September 30, 2013 and December 31, 2012 represents notes payable for the repurchase of common stock of certain former stockholders of Nolte. These notes are unsecured and subordinated to bank debt and the maintenance of related debt covenants, and bear interest from 3.25% to 4.25%. The rates adjust annually based on the prime rate. The notes require quarterly interest and principal payments of approximately $180 through 2019. The outstanding balance of the stock repurchase obligation was $1,781 and $2,393 as of September 30, 2013 and December 31, 2012, respectively. | |||||
Future maturities of these notes as of September 30, 2013 are as follows: | |||||
Period ending September 30, | |||||
2014 | $ | 713 | |||
2015 | 474 | ||||
2016 | 196 | ||||
2017 | 133 | ||||
2018 | 132 | ||||
Thereafter | 133 | ||||
Total | $ | 1,781 | |||
Leases
Leases | 9 Months Ended |
Sep. 30, 2013 | |
Leases [Abstract] | ' |
Leases | ' |
Note 11 – Leases | |
The Company leases various office facilities from unrelated parties. These leases expire through 2017 and, in certain cases, provide for escalating rental payments and reimbursement for operating costs. The Company also leases office space from a stockholder on a month-to-month basis and the former owner of Kaco which became a stockholder on December 28, 2012 in conjunction with the Kaco acquisition. The Company recognized lease expense of $744 and $706 during the three months ended September 30, 2013 and 2012, respectively, and $2,164 and $2,090 during the nine months ended September 30, 2013 and 2012, respectively, which is included in “Facilities and facilities related” in the consolidated statements of comprehensive income. Included in these amounts are $59 and $48 for the three months ended September 30, 2013 and 2012, respectively, and $178 and $77 for the nine months ended September 30, 2013 and 2012, respectively, for office leases with stockholders of the Company. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 12 – Commitments and Contingencies | |
Litigation, Claims and Assessments | |
From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably possible to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. |
Officers_Life_Insurance
Officers' Life Insurance | 9 Months Ended |
Sep. 30, 2013 | |
Investments All Other Investments [Abstract] | ' |
Officers' Life Insurance | ' |
Note 13 – Officers’ Life Insurance | |
Investments in life insurance policies were made with the intention of utilizing them as a long-term funding source for post-retirement benefits. However, they do not represent a committed funding source for these obligations and are subject to claims from creditors. This plan was terminated in conjunction with the Nolte Transaction, and the Company has no further financial obligations under these policies as of September 30, 2013. | |
The net cash surrender value of these policies at September 30, 2013 and December 31, 2012 was $684 and $656, respectively. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Stock-Based Compensation | ' |
Note 14 – Stock-Based Compensation | |
During September and October 2011, we adopted, and our stockholders approved, respectively, our 2011 Equity Incentive Plan, as amended (the “2011 Equity Plan”), which was subsequently amended and restated in March 2013, which provides our directors, executive officers, and other employees with additional incentives by allowing them to acquire an ownership interest in our business and, as a result, encouraging them to contribute to our success. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. A total of 554,658 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by our Board of Directors. | |
During the nine months ended September 30, 2013, we granted from the 2011 Equity Plan 74,675 restricted shares to management and employees and 8,508 restricted stock units to non-employee directors with an aggregate deferred compensation amount of approximately $654. The fair value of these shares and units are based on the quoted market values of the Company’s equity as of the grant dates, which is a weighted-average of $7.87 per share. The restricted shares granted provide for service based vesting after three years following the grant date and the restricted stock units granted provide for service based vesting as of the day immediately preceding the first annual meeting of the stockholders of the Company following the grant date. | |
During April 2012, we granted from the 2011 Equity Plan 39,657 restricted shares to management and employees of which 2,565 shares forfeited during 2012 with an aggregate deferred compensation amount of approximately $268. During the nine and three months ended September 30, 2013, there were 4,574 and 207shares, respectively, forfeited. The fair value of these shares is based on the estimated fair value of the Company’s equity as of the grant date, which was estimated at $7.21 per share. These awards provide for service based vesting after three years. | |
In 2010, prior to the inception of the 2011 Equity Plan, the Company issued 377,104 restricted shares to management and employees of the Company with an aggregate deferred compensation amount of approximately $765. This grant was not part of the 2011 Equity Plan. Each award is service based, and vests after five years or upon certain other events, subject to each award agreement. The fair value of these shares was calculated based on the estimated fair value of the Company’s equity as of the grant date, which was approximately $2.03 per share. | |
Share-based compensation expense relating to restricted stock awards during the three months ended September 30, 2013 and 2012 was $121 and $58, respectively, and for the nine months ended September 30, 2013 and 2012 was $237 and $152, respectively. As of September 30, 2013, no shares or units have vested since the Plan inception, and approximately $982 of deferred compensation, which is expected to be recognized over the next 1.6 years, is unrecognized at September 30, 2013. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 15 – Income Taxes | |
As of September 30, 2013, the Company had net current and net non-current deferred income tax assets of $511 and $715, respectively. As of December 31, 2012, the Company had current and net non-current deferred income tax assets of $543 and $619, respectively. Deferred income tax assets consist primarily of accounting reserves and certain research and development tax credits not currently utilized for tax purposes. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. | |
Our consolidated effective income tax rate was 24.4% and 18.5% for the nine and three months ended September 30, 2013, respectively. The difference between the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due to the domestic production activities deduction and research and development credits as well as higher tax deductions realized on our 2012 federal and state tax returns filed during the third quarter of 2013. The effective tax rate for the nine months ended September 30, 2013 also includes the discrete tax benefit of 5.7% related to the retroactive legislative reinstatement on January 2, 2013 of the Research and Development tax credit for the year ended December 31, 2012, which is required to be included in the period the reinstatement was enacted into law. Our consolidated effective income tax rate was 34.6% and 34.9% for the nine and three months ended September 30, 2012, respectively. The reduction in the effective tax rate compared to the combined statutory federal and state tax rate of 39.0% is due primarily to the domestic production activities deduction during 2012. | |
In 2011, the California Franchise Tax Board initiated an examination of Nolte’s state of California tax filings and raised various questions about approximately $700 of research and development tax credits generated and included on Nolte’s state of California tax returns for the years 2005-2010. Nolte responded to these inquiries, but in the fourth quarter of 2012, the California Franchise Tax Board denied these credits in full. | |
Nolte has appealed the ruling and engaged a specialist firm to assist with the appeal. Nolte is vigorously defending its position and believes this position meets the recognition criteria under ASC 740-10. Nolte believes it has appropriate documentation to support the credits in full. Accordingly, Nolte has not recorded a liability for uncertain tax benefits related to these state or federal research and development credits. An adverse outcome could have an adverse impact on our financial position, results of operations and cash flows. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The consolidated financial statements include the accounts of Holdings and its subsidiaries, all of which were wholly owned for all periods presented. All intercompany accounts and transactions have been eliminated. | |||||||||||||||||
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine months ended September 30, 2013 and cash flows for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any future interim period or for the full 2013 fiscal year. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of 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 at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material. | |||||||||||||||||
Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the valuation of our intangible assets, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and reserves for professional liability claims. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the FDIC insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. | |||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 66% and 75% of our revenues for the nine months ended September 30, 2013 and 2012, respectively, are from California-based projects and approximately 18% and 20% of revenues for the nine months ended September 30, 2013 and 2012, respectively, are from one client. Furthermore, approximately 44% and 45% of our accounts receivable as of September 30, 2013 and December 31, 2012, respectively, is from government and government-related contracts. As management continually evaluates the creditworthiness of these and future clients, the risk of credit default is considered limited. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows: | |||||||||||||||||
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||||||||||
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||||||
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||||||||||
The Company considers cash, cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. The carrying amount of cash, cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. | |||||||||||||||||
The Company measures contingent consideration liabilities recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We use a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. As such, the contingent consideration is classified within Level 3. Items classified as Level 3 within the valuation hierarchy, consisting of contingent consideration liabilities related to recent acquisitions, were valued based on various estimates, including probability of success, discount rates and amount of time until the conditions of the contingent payments are achieved. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. | |||||||||||||||||
Asset | Depreciation Period | ||||||||||||||||
Office furniture and equipment | 5 Years | ||||||||||||||||
Computer equipment | 3 Years | ||||||||||||||||
Survey and field equipment | 5 Years | ||||||||||||||||
Leasehold improvements | Lesser of the estimated useful lives or | ||||||||||||||||
remaining term of the lease | |||||||||||||||||
Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to property and equipment during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. | |||||||||||||||||
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is not met, then performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques. We are required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of our reporting units. If the carrying value of the assets and liabilities exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. We have elected to perform our annual goodwill impairment review on August 1 of each year. On August 1, 2013, we conducted our annual impairment test on the goodwill using the quantitative method of evaluating goodwill. Based on this quantitative analysis we determined the fair value of each of our reporting units exceeded the carrying value of the reporting unit. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2013 and no indicators, events or changes in circumstances indicated that goodwill was impaired during the period from August 2, 2013 through September 30, 2013. There were no indicators, events or changes in circumstances to indicate that goodwill is impaired during the three and nine months ended September 30, 2013. | |||||||||||||||||
Identifiable intangible assets primarily include customer backlog, customer relationships, tradenames and non-compete agreements. Amortizable intangible assets are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to amortizable intangible assets during the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||||
See Note 7 for further information on goodwill and identified intangible assets. | |||||||||||||||||
Earnings per Share | ' | ||||||||||||||||
Earnings per Share | |||||||||||||||||
Basic earnings per share is calculated by dividing net income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the three and nine months ended September 30, 2013 and 2012. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with ASC 260, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three and nine months ended September 30, 2013 and 2012 exclude 484,089 and 415,027 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the three and nine months ended September 30, 2013 includes non-vested restricted shares and units, issuable shares related to acquisition, and the warrants associated with our initial public offering. The warrants were dilutive for only a portion of the periods then ended. As discussed in Note 1, subsequent to September 30, 2013, the Company received cash proceeds from the exercise of a portion of these warrants, and issued 1,196,471 additional shares of common stock, all of which will be considered in the calculation of basic weighted average shares outstanding for the three months and year ending December 31, 2013. | |||||||||||||||||
The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income – basic and diluted | $ | 931 | $ | 679 | $ | 2,224 | $ | 781 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 3,795,754 | 2,215,774 | 3,259,104 | 2,282,082 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 290,864 | 218,195 | 256,954 | 213,861 | |||||||||||||
Effect of issuable shares related to acquisitions | 35,393 | 49,737 | 14,518 | 16,580 | |||||||||||||
Effect of warrants | 11,270 | — | 3,757 | — | |||||||||||||
Diluted weighted average shares outstanding | 4,133,281 | 2,483,706 | 3,534,333 | 2,512,523 | |||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
We enter into contracts with our clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of our contracts are cost-reimbursable contracts that fall under the subcategory of time and materials contracts. | |||||||||||||||||
Cost-reimbursable contracts. Cost-reimbursable contracts consist of two similar contract types: time and materials contracts and cost-plus contracts. | |||||||||||||||||
• | Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have a fixed-price element in the form of an initial not-to-exceed or guaranteed maximum price provision. | ||||||||||||||||
• | Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. These contracts provide for reimbursement of the actual costs and overhead (at predetermine rates) we incur, plus a predetermined fee. Under some cost-plus contracts, our fee may be based on quality, schedule, and other performance factors. | ||||||||||||||||
Fixed-price contracts. Fixed-price contracts also consist of two contract types: lump-sum contracts and fixed-unit price contracts. | |||||||||||||||||
• | Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. | ||||||||||||||||
• | Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed. | ||||||||||||||||
Revenues from engineering services are recognized when services are performed and the revenues are earned in accordance with the accrual basis of accounting. | |||||||||||||||||
Revenues from long-term contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field labor, subcontractors, or the procurement of materials or equipment) in contract revenues and cost of revenue when the costs of these items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. | |||||||||||||||||
If estimated total costs on contracts indicate a loss or reduction to percentage of revenue recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. | |||||||||||||||||
Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated contract revenue when it is probable that the change order will result in an addition to the contract value and can be reliably estimated. | |||||||||||||||||
Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. | |||||||||||||||||
Unbilled work results when the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of contract revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of contract revenues recognized on these contracts as of the reporting date. | |||||||||||||||||
Advertising | ' | ||||||||||||||||
Advertising | |||||||||||||||||
Advertising costs are charged to expense in the period incurred and amounted to $36 and $35 for the three months ended September 30, 2013 and 2012, respectively, and $77 and $124 for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
Allowance for Doubtful Accounts | ' | ||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
The Company reports its billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: client type – federal government or commercial client, historical performance, historical collection trends and general economic conditions. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account which are included in income, while direct charge-offs of receivables are deducted from the allowance. | |||||||||||||||||
Professional Liability Expense | ' | ||||||||||||||||
Professional Liability Expense | |||||||||||||||||
The Company maintains insurance for business risks including professional liability. For professional liability risks, the Company’s retention amount under its claims-made insurance policies includes an accrual for claims incurred but not reported for any potential liability, including any legal expenses, to be incurred for such claims if they occur. The Company’s accruals are based upon historical expense and management’s judgment. The Company maintains insurance coverage for various aspects of its business and operations; however the Company has elected to retain a portion of losses that may occur through the use of deductibles, limits and retentions under our insurance programs. Our insurance coverage may subject the Company to some future liability for which it is only partially insured or completely uninsured. Management believes its estimated accrual for errors, omission and professional liability claims is sufficient and any additional liability over amounts accrued is not expected to have a material effect on the Company’s consolidated results of operations or financial position. | |||||||||||||||||
Leases | ' | ||||||||||||||||
Leases | |||||||||||||||||
The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is reflected as a short-term liability in the Company’s consolidated balance sheets. | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
Segment Information | |||||||||||||||||
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company has identified operating segments at the subsidiary entity level. However, each entity’s operating performance has been aggregated into one reportable segment. Each entity’s operations meet the aggregation criteria set forth in Topic No. 280. The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas: economic characteristics, class of customer, nature of service and distribution methods. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes in accordance with ASC Topic No. 740 “Income Taxes” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly. | |||||||||||||||||
The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Generally, the Company remains subject to income tax examinations by our major taxing authorities from inception in 2009. Nolte generally is no longer subject to income tax examinations by its major taxing authorities for years ending before September 28, 2006. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. As of September 30, 2013 and December 31, 2012, the Company does not have any material uncertain tax positions. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Estimated Useful Lives of Property and Equipment | ' | ||||||||||||||||
Asset | Depreciation Period | ||||||||||||||||
Office furniture and equipment | 5 Years | ||||||||||||||||
Computer equipment | 3 Years | ||||||||||||||||
Survey and field equipment | 5 Years | ||||||||||||||||
Leasehold improvements | Lesser of the estimated useful lives or | ||||||||||||||||
remaining term of the lease | |||||||||||||||||
Reconciliation of Basic and Diluted Earnings Per Share | ' | ||||||||||||||||
The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income – basic and diluted | $ | 931 | $ | 679 | $ | 2,224 | $ | 781 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 3,795,754 | 2,215,774 | 3,259,104 | 2,282,082 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 290,864 | 218,195 | 256,954 | 213,861 | |||||||||||||
Effect of issuable shares related to acquisitions | 35,393 | 49,737 | 14,518 | 16,580 | |||||||||||||
Effect of warrants | 11,270 | — | 3,757 | — | |||||||||||||
Diluted weighted average shares outstanding | 4,133,281 | 2,483,706 | 3,534,333 | 2,512,523 | |||||||||||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | ' | ||||
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2013: | |||||
Accounts receivable | $ | 1,266 | |||
Property and equipment | 38 | ||||
Other assets | 4 | ||||
Intangible assets: | |||||
Customer relationships | 724 | ||||
Trade name | 106 | ||||
Customer backlog | 269 | ||||
Non-compete | 115 | ||||
Total Assets | 2,522 | ||||
Liabilities | (508 | ) | |||
Net assets acquired | $ | 2,014 | |||
Consideration paid (Cash, Notes and stock) | $ | 2,314 | |||
Contingent earn-out liability (Cash and stock) | 949 | ||||
Total Consideration | $ | 3,263 | |||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 1,249 | |||
Accounts_Receivable_net_Tables
Accounts Receivable, net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Components of Accounts Receivable, Net | ' | ||||||||
Accounts receivable, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Billed | $ | 12,860 | $ | 11,907 | |||||
Unbilled | 5,926 | 4,270 | |||||||
Contract retentions | 565 | 506 | |||||||
19,351 | 16,683 | ||||||||
Less: allowance for doubtful accounts | (1,374 | ) | (1,631 | ) | |||||
Accounts receivable, net | $ | 17,977 | $ | 15,052 | |||||
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment, Net | ' | ||||||||
Property and equipment, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Office furniture and equipment | $ | 221 | $ | 255 | |||||
Computer equipment | 961 | 861 | |||||||
Survey and field equipment | 1,007 | 898 | |||||||
Leasehold improvements | 1,029 | 1,032 | |||||||
3,218 | 3,046 | ||||||||
Accumulated depreciation | (1,903 | ) | (1,773 | ) | |||||
Property and equipment – net | $ | 1,315 | $ | 1,273 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Change in Goodwill | ' | ||||||||||||||||||||||||
The table set forth below shows the change in goodwill during the period from December 31, 2012 through September 30, 2013: | |||||||||||||||||||||||||
Goodwill as of December 31, 2012 | $ | 5,857 | |||||||||||||||||||||||
2013 acquisitions | 1,249 | ||||||||||||||||||||||||
Goodwill as of September 30, 2013 | $ | 7,106 | |||||||||||||||||||||||
Summary of Intangible Assets, Net | ' | ||||||||||||||||||||||||
Intangible assets, net, at September 30, 2013 and December 31, 2012 consists of the following: | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Gross | Accumulated | Net Amount | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | Amount | |||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Customer relationships | $ | 4,275 | $ | (1,491 | ) | $ | 2,784 | $ | 3,551 | $ | (1,093 | ) | $ | 2,458 | |||||||||||
Trade names | 858 | (786 | ) | 72 | 752 | (581 | ) | 171 | |||||||||||||||||
Customer backlog | 885 | (665 | ) | 220 | 616 | (572 | ) | 44 | |||||||||||||||||
Non-compete agreements | 207 | (33 | ) | 174 | 92 | (7 | ) | 85 | |||||||||||||||||
Total | $ | 6,225 | $ | (2,975 | ) | $ | 3,250 | $ | 5,011 | $ | (2,253 | ) | $ | 2,758 | |||||||||||
Estimated Future Amortization Expense | ' | ||||||||||||||||||||||||
As of September 30, 2013, the future estimated aggregate amortization related to intangible assets is as follows: | |||||||||||||||||||||||||
Period ending September 30, | |||||||||||||||||||||||||
2014 | $ | 885 | |||||||||||||||||||||||
2015 | 668 | ||||||||||||||||||||||||
2016 | 507 | ||||||||||||||||||||||||
2017 | 390 | ||||||||||||||||||||||||
2018 | 262 | ||||||||||||||||||||||||
Thereafter | 538 | ||||||||||||||||||||||||
Total | $ | 3,250 | |||||||||||||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
Accrued liabilities consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Stock payable for acquisition | $ | 237 | — | ||||||
Deferred rent | 521 | 614 | |||||||
Payroll and related taxes | 1,494 | 632 | |||||||
Professional fees | 180 | 235 | |||||||
Benefits | 848 | 294 | |||||||
Compensated absences | 1,232 | 1,054 | |||||||
Other | 232 | 253 | |||||||
Total | $ | 4,744 | $ | 3,082 | |||||
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
Notes payable consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Two line of credit facilities totaling $4,000 (the “Line Facilities”), due October 30, 2013, interest payable monthly at prime rate plus 1% with a minimum of 4.50% until maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders and a wholly owned subsidiary, and contain cross default provisions with each other and with the note payable described below (1) | $ | — | $ | 1,983 | |||||
Note payable to bank (the “Term Loan”), interest at prime rate (minimum 5.0%), due February 1, 2015, payable in monthly installments of $46 and a lump sum of the remaining principal balance outstanding at maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders | 1,282 | 1,696 | |||||||
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to note payable to bank (2) | 1,827 | 2,184 | |||||||
$2,000 uncollateralized promissory note issued to the former owner of Kaco (bearing interest at 3.0% for the first year and 200 basis points over the one-year LIBOR for the years thereafter), payable in three equal payments of $500 each due on the first, second and third anniversaries of the effective date of July 27, 2012 | 1,000 | 1,500 | |||||||
$200 uncollateralized promissory note issued to the former owners of Consilium (bearing interest at 4.0%), payable in three equal payments of $66 each due on the first, second and third anniversaries of the effective date of April 30, 2013 | 200 | — | |||||||
$168 uncollateralized promissory note issued in conjunction with PH&A acquisition (bearing interest at 4.0%), payable in two equal payments of $84 each due on December 31, 2013 and December 31, 2014 | 168 | — | |||||||
$92 uncollateralized promissory note issued to the former owner of Dunn (bearing interest at 4.0%), payable in two equal payments of $46 each due on the first and second anniversaries of the effective date of August 12, 2013 | 92 | — | |||||||
Other | 6 | 26 | |||||||
Total debt | 4,575 | 7,389 | |||||||
Less: current maturities | (1,732 | ) | (3,538 | ) | |||||
Long-term debt, net of current maturities | $ | 2,843 | $ | 3,851 | |||||
-1 | During the first quarter we borrowed $517 under the Line Facilities, however on April 4, 2013, we repaid the outstanding principal balance of $2,500 to the bank. Our capacity to borrow under the Line Facilities as of November 13, 2013 is $4,000. On October 18, 2013, we extended the maturity dates of the Line Facilities to November 30, 2013 as we continue to work with our lender to extend and/or expand the capacity of the Line Facilities. | ||||||||
-2 | On March 12, 2013, the note holder provided his irrevocable confirmation that he will not elect to convert any portion of this note into common stock of the Company now or in the future. | ||||||||
Schedule of Future Contractual Maturities of Long-Term Debt | ' | ||||||||
Future contractual maturities of long-term debt as of September 30, 2013 are as follows: | |||||||||
Period ending September 30, | |||||||||
2014 | $ | 1,732 | |||||||
2015 | 1,903 | ||||||||
2016 | 543 | ||||||||
2017 | 397 | ||||||||
Total | $ | 4,575 | |||||||
Stock_Repurchase_Obligation_Ta
Stock Repurchase Obligation (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Future Maturities | ' | ||||
Future maturities of these notes as of September 30, 2013 are as follows: | |||||
Period ending September 30, | |||||
2014 | $ | 713 | |||
2015 | 474 | ||||
2016 | 196 | ||||
2017 | 133 | ||||
2018 | 132 | ||||
Thereafter | 133 | ||||
Total | $ | 1,781 | |||
Organization_and_Nature_of_Bus1
Organization and Nature of Business Operations - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2013 | Jul. 27, 2012 | Aug. 31, 2011 | Sep. 30, 2013 | Sep. 27, 2013 | Aug. 18, 2011 | Sep. 30, 2013 | Sep. 30, 2011 | Dec. 31, 2010 | Aug. 03, 2010 | |
Person | Person | Location | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||
Subsidiary | ||||||||||
Organization And Nature Of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of locations | ' | ' | ' | 22 | ' | ' | ' | ' | ' | ' |
Number of subsidiaries | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Percentage of common stock interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57.00% |
Percentage of additional interest acquired | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | ' |
Percentage of non-controlling interest | ' | ' | ' | ' | ' | 37.00% | ' | ' | ' | ' |
Non-controlling interest share conversion | ' | ' | 'Each of their owned shares of Nolte common stock for 2.5 shares of Holding's common stock, with Nolte becoming a wholly owned subsidiary of Holdings. | ' | ' | ' | ' | ' | ' | ' |
Number of employees | 20 | 30 | ' | ' | ' | ' | ' | ' | ' | ' |
Forward stock split of outstanding common shares | ' | ' | ' | 1.3866 | ' | ' | ' | ' | ' | ' |
Additional shares issued as a result of stock split | ' | ' | ' | ' | ' | ' | 724,916 | ' | ' | ' |
Common stock public offering | ' | ' | ' | 1,400,000 | ' | ' | 1,610,000 | ' | ' | ' |
Public offering price per unit | ' | ' | ' | $6 | ' | ' | ' | ' | ' | ' |
Additional units issued | ' | ' | ' | 210,000 | ' | ' | ' | ' | ' | ' |
Offer close date | ' | ' | ' | 2-Apr-13 | ' | ' | ' | ' | ' | ' |
Initial public offering, Description | ' | ' | ' | 'Each unit was sold at an offering price of $6.00 per unit and consists of one share of the Companybs common stock and one warrant to purchase one share of the Companybs common stock | ' | ' | ' | ' | ' | ' |
Net proceeds received after deducting underwriters' discounts, legal and offering expenses | ' | ' | ' | $9,660,000 | ' | ' | ' | ' | ' | ' |
Issued units | ' | ' | ' | 1,610,000 | ' | ' | ' | ' | ' | ' |
Warrants exercisable price, per share | ' | ' | ' | $7.80 | $6 | ' | ' | ' | ' | ' |
Warrant exercise period expiration date | ' | ' | ' | 27-Mar-18 | ' | ' | ' | ' | ' | ' |
Warrant price for redemption | ' | ' | ' | 0.01 | ' | ' | ' | ' | ' | ' |
Common stock price for redemption | ' | ' | ' | $12 | ' | ' | ' | ' | ' | ' |
Number of warrants outstanding | ' | ' | ' | 1,196,471 | ' | ' | ' | ' | ' | ' |
Outstanding warrants rate | ' | ' | ' | 74.00% | ' | ' | ' | ' | ' | ' |
Warrant exercise price | ' | ' | ' | $6,700,000 | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment | Non-vested restricted shares [Member] | Non-vested restricted shares [Member] | Subsequent Event [Member] | Government-related contracts [Member] | Government-related contracts [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | ||||
California-based projects [Member] | California-based projects [Member] | ||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents maturity period | ' | ' | 'Three months or less | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | 20.00% | 66.00% | 75.00% |
Percentage of accounts receivable | ' | ' | ' | ' | ' | ' | ' | 44.00% | 45.00% | ' | ' | ' | ' |
Number of non-vested restricted shares issued | ' | ' | ' | ' | 484,089 | 415,027 | ' | ' | ' | ' | ' | ' | ' |
Additional common stock issued from exercise of warrants | 11,270 | ' | 3,757 | ' | ' | ' | 1,196,471 | ' | ' | ' | ' | ' | ' |
Advertising costs | $36 | $35 | $77 | $124 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Office furniture and equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of assets | '5 years |
Computer equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of assets | '3 years |
Survey and field equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of assets | '5 years |
Leasehold improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of assets | 'Lesser of the estimated useful lives or remaining term of the lease |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Net income - basic and diluted | $931 | $679 | $2,224 | $781 |
Denominator: | ' | ' | ' | ' |
Basic weighted average shares outstanding | 3,795,754 | 2,215,774 | 3,259,104 | 2,282,082 |
Effect of dilutive non-vested restricted shares and units | 290,864 | 218,195 | 256,954 | 213,861 |
Effect of issuable shares related to acquisitions | 35,393 | 49,737 | 14,518 | 16,580 |
Effect of warrants | 11,270 | ' | 3,757 | ' |
Diluted weighted average shares outstanding | 4,133,281 | 2,483,706 | 3,534,333 | 2,512,523 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 08, 2013 | Aug. 12, 2013 | |
Partner | Partner | Consilium Partners [Member] | Pitman-Hartenstein & Associates [Member] | Dunn Environmental, Inc. [Member] | |
Installment | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Date of acquisition | ' | 30-Apr-13 | ' | ' | ' |
Number of Partners | 20 | 20 | ' | ' | ' |
Purchase price for acquisition in cash, notes and common stock | ' | $2,314,000 | $1,083,000 | ' | ' |
Earn-out payments in cash and common stock | ' | 949,000 | 1,000,000 | ' | ' |
Number of annual installments | ' | ' | 3 | ' | ' |
Due date of installment payment | ' | ' | 'January 31, 2014 | ' | ' |
Business acquisition, purchase price | 2,014,000 | 2,014,000 | ' | 980,000 | 250,000 |
Goodwill from acquisition is deductible, in years | ' | '15 years | ' | ' | ' |
Gross revenues from business and assets acquired | ' | 2,000,000 | ' | ' | ' |
Net income from business and assets acquired | ' | 200,000 | ' | ' | ' |
General and administrative expense | 19,000 | 25,000 | ' | ' | ' |
Increase in fair value of contingent consideration | $18,000 | $18,000 | ' | ' | ' |
Business_Acquisitions_Schedule
Business Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' |
Accounts receivable | $1,266 |
Property and equipment | 38 |
Other assets | 4 |
Total Assets | 2,522 |
Liabilities | -508 |
Net assets acquired | 2,014 |
Consideration paid (Cash, Notes and stock) | 2,314 |
Contingent earn-out liability (Cash and stock) | 949 |
Total Consideration | 3,263 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 1,249 |
Customer relationships [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 724 |
Trade names [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 106 |
Customer backlog [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 269 |
Non-compete agreements [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | $115 |
Accounts_Receivable_net_Compon
Accounts Receivable, net - Components of Accounts Receivable, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $19,351 | $16,683 |
Less: allowance for doubtful accounts | -1,374 | -1,631 |
Accounts receivable, net | 17,977 | 15,052 |
Billed [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | 12,860 | 11,907 |
Unbilled [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | 5,926 | 4,270 |
Contract retentions [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $565 | $506 |
Property_and_Equipment_net_Com
Property and Equipment, net - Components of Property and Equipment, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $3,218 | $3,046 |
Accumulated depreciation | -1,903 | -1,773 |
Property and equipment - net | 1,315 | 1,273 |
Office furniture and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 221 | 255 |
Computer equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 961 | 861 |
Survey and field equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,007 | 898 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $1,029 | $1,032 |
Property_and_Equipment_net_Add
Property and Equipment, net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Property Plant And Equipment [Abstract] | ' | ' | ' | ' |
Depreciation expense | $139 | $148 | $404 | $486 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets, net - Change in Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Goodwill as of December 31, 2012 | $5,857 |
2013 acquisitions | 1,249 |
Goodwill as of September 30, 2013 | $7,106 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, net - Summary of Intangible Assets, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $6,225 | $5,011 |
Accumulated Amortization | -2,975 | -2,253 |
Net Amount | 3,250 | 2,758 |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 4,275 | 3,551 |
Accumulated Amortization | -1,491 | -1,093 |
Net Amount | 2,784 | 2,458 |
Trade names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 858 | 752 |
Accumulated Amortization | -786 | -581 |
Net Amount | 72 | 171 |
Customer backlog [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 885 | 616 |
Accumulated Amortization | -665 | -572 |
Net Amount | 220 | 44 |
Non-compete agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 207 | 92 |
Accumulated Amortization | -33 | -7 |
Net Amount | $174 | $85 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets, net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $263 | $228 | $721 | $603 |
Trade names [Member] | Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated lives of intangible asset | ' | ' | '1 year | ' |
Trade names [Member] | Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated lives of intangible asset | ' | ' | '3 years | ' |
Customer backlog [Member] | Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Weighted average amortization period | ' | ' | '1 year | ' |
Customer backlog [Member] | Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Weighted average amortization period | ' | ' | '9 years | ' |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Weighted average amortization period | ' | ' | '1 year | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Weighted average amortization period | ' | ' | '9 years | ' |
Non-compete agreements [Member] | Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated lives of intangible asset | ' | ' | '4 years | ' |
Non-compete agreements [Member] | Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated lives of intangible asset | ' | ' | '5 years | ' |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets, net - Estimated Future Amortization Expense (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $885 | ' |
2015 | 668 | ' |
2016 | 507 | ' |
2017 | 390 | ' |
2018 | 262 | ' |
Thereafter | 538 | ' |
Net Amount | $3,250 | $2,758 |
Accrued_Liabilities_Accrued_Li
Accrued Liabilities - Accrued Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Stock payable for acquisition | $237 | ' |
Deferred rent | 521 | 614 |
Payroll and related taxes | 1,494 | 632 |
Professional fees | 180 | 235 |
Benefits | 848 | 294 |
Compensated absences | 1,232 | 1,054 |
Other | 232 | 253 |
Total | $4,744 | $3,082 |
Notes_Payable_Notes_Payable_De
Notes Payable - Notes Payable (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Apr. 04, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 18, 2013 | Nov. 13, 2013 |
Kaco [Member] | Kaco [Member] | Consilium Partners [Member] | Consilium Partners [Member] | PH&A Acquisition [Member] | PH&A Acquisition [Member] | Dunn [Member] | Dunn [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Two line of credit facilities totaling $4,000 (the "Line Facilities"), due October 30, 2013, interest payable monthly at prime rate plus 1% with a minimum of 4.50% until maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders and a wholly owned subsidiary, and contain cross default provisions with each other and with the note payable described below | ' | ' | ' | ' | $1,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable to bank (the "Term Loan"), interest at prime rate (minimum 5.0%), due February 1, 2015, payable in monthly installments of $46 and a lump sum of the remaining principal balance outstanding at maturity, collateralized by substantially all Company assets, guaranteed by certain stockholders | ' | ' | 1,282 | ' | 1,696 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to note payable to bank | ' | ' | 1,827 | ' | 2,184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Uncollateralized promissory notes issued | ' | ' | ' | ' | ' | 1,000 | 1,500 | 200 | ' | 168 | ' | 92 | ' | ' | ' |
Other | ' | ' | 6 | ' | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | 4,575 | ' | 7,389 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: current maturities | ' | ' | -1,732 | ' | -3,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | ' | ' | 2,843 | ' | 3,851 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 |
Repayment of outstanding principal balance | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from line of credit | ' | $517 | $517 | $2,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Facilities, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Nov-13 | ' |
Notes_Payable_Notes_Payable_Pa
Notes Payable - Notes Payable (Parenthetical) (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Debt Instrument [Line Items] | ' |
Number of lines of credit facilities | 2 |
Lines of credit facilities amount | 4,000 |
Line Facilities [Member] | ' |
Debt Instrument [Line Items] | ' |
Interest rate of debt instrument at prime rate plus percentage | 1.00% |
Minimum interest rate of debt instrument | 4.50% |
Debt instrument due date | 30-Oct-13 |
Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Minimum interest rate of debt instrument | 5.00% |
Debt instrument periodic payment | 46 |
Debt instrument due date | 1-Feb-15 |
Note payable to former stockholder [Member] | ' |
Debt Instrument [Line Items] | ' |
Interest rate of debt instrument at prime rate plus percentage | 1.00% |
Maximum interest rate of debt instrument | 7.00% |
Debt instrument periodic payment | 119 |
Debt instrument due date | 29-Jul-17 |
Promissory note [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument due date | 12-Aug-13 |
Promissory note [Member] | Kaco [Member] | ' |
Debt Instrument [Line Items] | ' |
Uncollateralized promissory notes | 2,000 |
Debt instrument bearing interest rate | 3.00% |
Basis points over the one-year LIBOR | '200 basis point |
Promissory note [Member] | Consilium Partners [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument due date | 30-Apr-13 |
Uncollateralized promissory notes | 200 |
Debt instrument bearing interest rate | 4.00% |
Promissory note [Member] | PH&A Acquisition [Member] | ' |
Debt Instrument [Line Items] | ' |
Uncollateralized promissory notes | 168 |
Debt instrument bearing interest rate | 4.00% |
Promissory note [Member] | Dunn [Member] | ' |
Debt Instrument [Line Items] | ' |
Uncollateralized promissory notes | 92 |
Debt instrument bearing interest rate | 4.00% |
First anniversary [Member] | Promissory note [Member] | Kaco [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 500 |
First anniversary [Member] | Promissory note [Member] | Consilium Partners [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 66 |
First anniversary [Member] | Promissory note [Member] | PH&A Acquisition [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 84 |
Debt instrument due date | 31-Dec-13 |
First anniversary [Member] | Promissory note [Member] | Dunn [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 46 |
Second anniversary [Member] | Promissory note [Member] | Kaco [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 500 |
Second anniversary [Member] | Promissory note [Member] | Consilium Partners [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 66 |
Second anniversary [Member] | Promissory note [Member] | PH&A Acquisition [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 84 |
Debt instrument due date | 31-Dec-14 |
Second anniversary [Member] | Promissory note [Member] | Dunn [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 46 |
Third anniversary [Member] | Promissory note [Member] | Kaco [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 500 |
Third anniversary [Member] | Promissory note [Member] | Consilium Partners [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument periodic payment | 66 |
Notes_Payable_Schedule_of_Futu
Notes Payable - Schedule of Future Contractual Maturities of Long-Term Debt (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total | $4,575 | $7,389 |
Notes payable [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2014 | 1,732 | ' |
2015 | 1,903 | ' |
2016 | 543 | ' |
2017 | 397 | ' |
Total | $4,575 | ' |
Stock_Repurchase_Obligation_Ad
Stock Repurchase Obligation - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Interest and principal payments | $180 | ' |
Outstanding stock repurchase obligation | $1,781 | $2,393 |
Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument interest rate | 3.25% | ' |
Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument interest rate | 4.25% | ' |
Stock_Repurchase_Obligation_Sc
Stock Repurchase Obligation - Schedule of Future Maturities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total | $4,575 | $7,389 |
Stock repurchase obligation [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2014 | 713 | ' |
2015 | 474 | ' |
2016 | 196 | ' |
2017 | 133 | ' |
2018 | 132 | ' |
Thereafter | 133 | ' |
Total | $1,781 | ' |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Leases expiration period | ' | ' | '2017 | ' |
Lease expense | $847 | $851 | $2,510 | $2,458 |
Facilities and facilities related [Member] | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Lease expense | 744 | 706 | 2,164 | 2,090 |
Office leases [Member] | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Lease expense | $59 | $48 | $178 | $77 |
Officers_Life_Insurance_Additi
Officers' Life Insurance - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Compensation And Retirement Disclosure [Abstract] | ' | ' |
Net cash surrender value | $684 | $656 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Apr. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Restricted shares [Member] | Restricted stock awards [Member] | Restricted stock awards [Member] | Restricted stock awards [Member] | Restricted stock awards [Member] | 2011 Equity Plan [Member] | 2011 Equity Plan [Member] | 2011 Equity Plan [Member] | 2011 Equity Plan [Member] | 2011 Equity Plan [Member] | |||
Restricted shares [Member] | Restricted shares [Member] | Restricted shares [Member] | Restricted Stock Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock authorized and reserved for issuance | ' | ' | ' | ' | ' | ' | ' | 554,658 | ' | ' | ' | ' |
Rate of reserve for shares issued and outstanding | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' |
Restricted shares granted | ' | ' | 377,104 | ' | ' | ' | ' | ' | 39,657 | ' | 74,675 | 8,508 |
Aggregate deferred compensation amount | ' | ' | $765 | ' | ' | ' | ' | $654 | $268 | ' | ' | ' |
Estimated fair value of equity as of grant date | ' | ' | $2.03 | ' | ' | ' | ' | $7.87 | $7.21 | ' | ' | ' |
Awards vesting period | ' | ' | '5 years | ' | ' | ' | ' | ' | '3 years | ' | '3 years | ' |
Restricted shares forfeited | ' | ' | ' | ' | ' | ' | ' | ' | 2,565 | 207 | 4,574 | ' |
Stock compensation | 237 | 152 | ' | 121 | 58 | 237 | 152 | ' | ' | ' | ' | ' |
Deferred compensation | $982 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation recognition period | '1 year 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Deferred income tax assets, current | $511 | ' | $511 | ' | $543 | ' |
Deferred income tax assets, non-current | 715 | ' | 715 | ' | 619 | ' |
Effective income tax rate | 18.50% | 34.90% | 24.40% | 34.60% | ' | ' |
Effective tax rate includes discrete tax benefit | ' | ' | 5.70% | ' | ' | ' |
Effective statutory federal and state tax rate | ' | ' | 39.00% | ' | 39.00% | ' |
Research and development tax credits | ' | ' | ' | ' | ' | $700 |