Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'NV5 Holdings, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 5,705,303 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001532961 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $9,694 | $13,868 |
Accounts receivable, net of allowance for doubtful accounts of $1,470 and $1,320 as of March 31, 2014 and December 31, 2013, respectively | 20,781 | 16,722 |
Prepaid expenses and other current assets | 867 | 509 |
Deferred income tax assets | 1,004 | 1,004 |
Total current assets | 32,346 | 32,103 |
Property and equipment, net | 1,462 | 1,310 |
Intangible assets, net | 5,432 | 2,993 |
Goodwill | 10,214 | 7,106 |
Cash surrender value of officers’ life insurance | 522 | 521 |
Other assets | 170 | 118 |
Deferred income tax assets | 724 | 724 |
Total Assets | 50,870 | 44,875 |
Liabilities and Stockholders’ Equity | ' | ' |
Accounts payable | 4,148 | 3,780 |
Accrued liabilities | 5,794 | 4,189 |
Income taxes payable | 673 | 765 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 422 | 401 |
Client deposits | 84 | 111 |
Current portion of contingent consideration | 381 | 333 |
Current portion of stock repurchase obligation | 665 | 687 |
Current portion of notes payable | 3,325 | 1,725 |
Total current liabilities | 15,492 | 11,991 |
Contingent consideration, less current portion | 316 | 638 |
Stock repurchase obligation, less current portion | 799 | 935 |
Notes payable, less current portion | 3,931 | 2,502 |
Total liabilities | 20,538 | 16,066 |
Commitments and contingencies | ' | ' |
Common stock, $0.01 par value; 45,000,000 shares authorized, 5,683,151 and 5,504,236 shares issued and outstanding as of March 31, 2014 and December 31, 2013 | 57 | 55 |
Additional paid-in capital | 24,531 | 23,717 |
Retained earnings | 5,744 | 5,037 |
Total stockholders’ equity | 30,332 | 28,809 |
Total liabilities and stockholders’ equity | $50,870 | $44,875 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance For Doubtful Accounts (in Dollars) | $1,470 | $1,320 |
Preferred stock, par value (in Dollars per share) | $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 (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 5,683,151 | 5,504,236 |
Common stock, shares outstanding | 5,683,151 | 5,504,236 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Gross revenues | $18,992 | $15,580 |
Direct costs (excluding depreciation and amortization): | ' | ' |
Salaries and wages | 5,660 | 4,468 |
Sub-consultant services | 3,087 | 2,383 |
Other direct costs | 891 | 388 |
Total direct costs | 9,638 | 7,239 |
Gross Profit | 9,354 | 8,341 |
Operating Expenses: | ' | ' |
Salaries and wages, payroll taxes and benefits | 5,086 | 4,915 |
General and administrative | 1,940 | 1,392 |
Facilities and facilities related | 773 | 854 |
Depreciation and amortization | 388 | 351 |
Total operating expenses | 8,187 | 7,512 |
Income from operations | 1,167 | 829 |
Other expense: | ' | ' |
Interest expense | -52 | -93 |
Total other expense | -52 | -93 |
Income before income tax expense | 1,115 | 736 |
Income tax expense | -408 | -180 |
Comprehensive income | $707 | $556 |
Earnings per Share: | ' | ' |
Basic (in Dollars per share) | $0.14 | $0.25 |
Diluted (in Dollars per share) | $0.13 | $0.23 |
Weighted average shares outstanding: | ' | ' |
Basic (in Shares) | 5,025,529 | 2,185,804 |
Diluted (in Shares) | 5,392,612 | 2,422,023 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands, except Share data | ||||
Balance at Dec. 31, 2013 | $55 | $23,717 | $5,037 | $28,809 |
Balance (in Shares) at Dec. 31, 2013 | 5,504,236 | ' | ' | ' |
Stock compensation | ' | 131 | ' | 131 |
Restricted stock issuance, net (in Shares) | 83,052 | ' | ' | ' |
Restricted stock issuance, net | 1 | -1 | ' | ' |
Stock issuance for acquisitions | 1 | 584 | ' | 585 |
Stock issuance for acquisitions (in Shares) | 82,876 | ' | ' | ' |
Payment of contingent consideration with common stock | ' | 100 | ' | 100 |
Payment of contingent consideration with common stock (in Shares) | 12,987 | ' | ' | ' |
Comprehensive income | ' | ' | 707 | 707 |
Balance at Mar. 31, 2014 | $57 | $24,531 | $5,744 | $30,332 |
Balance (in Shares) at Mar. 31, 2014 | 5,683,151 | ' | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows From Operating Activities: | ' | ' |
Comprehensive income | $707 | $556 |
Adjustments to reconcile comprehensive income to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 388 | 351 |
Provision for doubtful accounts | 78 | 31 |
Stock compensation | 131 | 61 |
Change in fair value of contingent consideration | 6 | ' |
Deferred income taxes | ' | -69 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ' | ' |
Accounts receivable | -1,845 | -707 |
Prepaid expenses and other assets | -334 | -553 |
Net change in cash surrender value of officers’ life insurance | ' | -1 |
Accounts payable | 130 | 89 |
Accrued liabilities | 1,266 | 1,132 |
Income taxes payable | -92 | -1,736 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 20 | -120 |
Client deposits | -27 | -13 |
Net cash provided by (used in) operating activities | 428 | -979 |
Cash Flows From Investing Activities: | ' | ' |
Cash paid for acquisitions | -3,750 | ' |
Payments of contingent consideration | -233 | ' |
Purchase of property and equipment | -179 | -276 |
Net cash used in investing activities | -4,162 | -276 |
Cash Flows From Financing Activities: | ' | ' |
Borrowings on notes payable | ' | 518 |
Payments on notes payable | -257 | -264 |
Payments of debt issuance costs | -27 | ' |
Payments on stock repurchase obligation | -156 | -163 |
Net cash (used in) provided by financing activities | -440 | 91 |
Net Decrease in Cash and Cash Equivalents | -4,174 | -1,164 |
Cash and cash equivalents – beginning of period | 13,868 | 2,294 |
Cash and cash equivalents – end of period | 9,694 | 1,130 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 78 | 88 |
Cash paid for income taxes | 500 | 1,985 |
Non-cash investing and financing activities: | ' | ' |
Contingent consideration (earn-out) | 54 | ' |
Notes payable for acquisitions | 3,284 | ' |
Stock issuance for acquisitions | 585 | ' |
Payment of contingent consideration with common stock | $100 | ' |
Note_1_Organization_and_Nature
Note 1 - Organization and Nature of Business Operations | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' |
Note 1 - Organization and Nature of Business Operations | |
Business | |
NV5 Holdings, Inc. 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 25 locations in California, Colorado, Florida, Pennsylvania, New Jersey, and Utah. We conduct our operations through two primary operating subsidiaries: (i) Nolte Associates, Inc. (“Nolte”), which began operations in 1949 and was incorporated as a California corporation in 1957 and was acquired by us in 2010, and (ii) NV5 Global, Inc. (formerly known as NV5, Inc.) (“NV5”), which was incorporated as a Delaware corporation in 2009. | |
Significant Transactions | |
On January 31, 2014, we acquired certain assets of Air Quality Consulting, Inc. (“AQC”) located in Tampa, Florida, which specializes in occupational health, safety and environmental consulting for a purchase price of up to $815 consisting of cash, notes and common stock (see Note 4). | |
On March 21, 2014, we acquired AK Environmental, LLC (“AK”), a natural gas pipeline inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase price was $7,000, consisting of cash, notes and common stock (see Note 4). | |
These acquisitions add growth to our environmental services and also allow us to offer these services on a broader scale within our existing network. In addition, these acquisitions expand our service offerings, strengthen our geographic diversification, and continue to build out our national footprint. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||
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 NV5 Holdings, Inc. 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, 2013. The accompanying consolidated balance sheet as of December 31, 2013 has been derived from those financial statements. The results of operations for the three months ended March 31, 2014 and cash flows for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for any future interim period or for the full 2014 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 fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of our reporting units for goodwill impairment assessment, 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 Federal Deposit Insurance Corporation 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 58% and 66% of our gross revenues for the three months ended March 31, 2014 and 2013, respectively, are from California-based projects and approximately 16% and 11% of revenues for the three months ended March 31, 2014 and 2013, respectively, are from one client. Furthermore, approximately 40% of our accounts receivable as of March 31, 2014 and December 31, 2013 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 on the acquisition date and at each reporting period. 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 (in years) | ||||||||
Office furniture and equipment | 5 | ||||||||
Computer equipment | 3 | ||||||||
Survey and field equipment | 5 | ||||||||
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 months ended March 31, 2014 and 2013. | |||||||||
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 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, and weights the results accordingly. 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 a reporting unit 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 tests using the quantitative method of evaluating goodwill. Based on these quantitative analyses 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 March 31, 2014. There were no indicators, events or changes in circumstances to indicate that goodwill is impaired during the three months ended March 31, 2014 and 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 months ended March 31, 2014 and 2013. | |||||||||
See Note 7 for further information on goodwill and identified intangibles. | |||||||||
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 months ended March 31, 2014 and 2013. 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 months ended March 31, 2014 and 2013 exclude 588,596 and 414,195 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 months ended March 31, 2014 and 2013 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with our initial public offering. There were no issuable shares related to acquisitions or warrants outstanding as of March 31, 2013. In calculating diluted earnings per share for the quarters ended March 31, 2014 and 2013, there were no potentially dilutive securities that were not considered. | |||||||||
The following table represents a reconciliation of the comprehensive income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Comprehensive income – basic and diluted | $ | 707 | $ | 556 | |||||
Denominator: | |||||||||
Basic weighted average shares outstanding | 5,025,529 | 2,185,804 | |||||||
Effect of dilutive non-vested restricted shares and units | 297,316 | 236,219 | |||||||
Effect of dilutive issuable shares related to acquisitions | 42,843 | - | |||||||
Effect of warrants | 26,924 | - | |||||||
Diluted weighted average shares outstanding | 5,392,612 | 2,422,023 | |||||||
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 in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price 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 revenues and direct costs 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 the percentage of total contract revenues 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 revenues 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 revenues have been recognized when services are performed or based on the percentage-of-completion accounting method but the revenue recorded has not been billed 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 revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. | |||||||||
Allowance for Doubtful Accounts | |||||||||
The Company records 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: age, 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 and 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 included in accrued liabilities in the Company’s consolidated balance sheets. | |||||||||
Segment Information | |||||||||
The Company reports segment information in accordance with FASB 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 FASB 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 2010 to 2013. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. |
Note_3_Recent_Accounting_Prono
Note 3 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
Note 3 – Recent Accounting Pronouncements | |
From time to time, the FASB issues accounting standards updates (each being an "ASU") to its Accounting Standards Codification ("ASC"), which constitutes the primary source of GAAP. The Company regularly monitors ASUs as they are issued and considers their applicability to its business. All ASUs applicable to the Company are adopted by the due date and in the manner prescribed by the FASB. None of the ASU’s that were required to be adopted by the Company during the three months ended March 31, 2014 and 2013 had a significant impact on the Company’s consolidated financial position or results of operations. |
Note_4_Business_Acquisitions
Note 4 - Business Acquisitions | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||
Note 4 – Business Acquisitions | |||||||||
On January 31, 2014, we acquired certain assets of Air Quality Consulting, Inc. (“AQC”) located in Tampa, Florida, which specializes in occupational health, safety and environmental consulting. The purchase price was $815 in cash, notes and our common stock, consisting of $250 in cash, a $300 non-interest bearing promissory note, and $150 of our common stock (18,739 shares) as of the closing date. The purchase price includes an earn-out of $115 payable in cash. Payment of the earn-out is based on the achievement of a certain agreed upon metric for calendar year 2014, and, if achieved, is payable on April 1, 2015. The earn-out payment of $115 is non-interest bearing and is preliminarily recorded at estimated fair value based on a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration on the acquisition date. Therefore, we have discounted the $115 payment obligation for imputed interest and the probability of achieving this earn-out. As of March 31, 2014, the preliminary estimated fair value of this contingent consideration is approximately $54. Furthermore, the purchase price consisted of an uncollateralized non-interest bearing promissory note in the principal amount of $300, which we have imputed interest at a rate of 3.75%. This note is payable in two equal payments of $150 each due on the first and second anniversaries of the effective date of January 31, 2014 (see Note 9). The carrying value of this note was approximately $286 as of March 31, 2014. | |||||||||
On March 21, 2014, we acquired AK Environmental, LLC (“AK”), a natural gas pipeline inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase price was $7,000 in cash, notes and our common stock, consisting of $3,500 in cash, a $3,000 promissory note (bearing interest at 3.0%) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of the effective date of March 21, 2014 (see Note 9), and $500 of our common stock (64,137 shares) as of the closing date of the acquisition. | |||||||||
In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for AQC and AK, we engaged a third party independent valuation specialist. The Company has not completed the independent valuations but estimated our preliminary purchase price allocations based on historical inputs and data as of March 31, 2014. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of property and equipment acquired; (ii) finalization of the valuations and useful lives for intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of noncash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. We expect the purchase price allocations for the acquisitions of AQC and AK to be completed by the end of the second quarter of 2014. We estimated the fair value of the shares issued on a preliminary basis based on quoted market value on the closing date, net of an approximately 10% discount to recognize the legal restrictions imposed by the United States federal securities laws. | |||||||||
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 (see Note 9) and our common stock plus an earn-out of up to $1,000 in cash and/or our common stock in the Company’s sole discretion. Payment of the maximum $1,000 earn-out was based on the achievement of a certain agreed upon metric for calendar year 2013, and, if achieved, was payable in three annual installments beginning in January 31, 2014 in cash and/or our common stock. The maximum earn-out payment of $1,000 is non-interest bearing. Therefore, we have discounted the $1,000 payment obligation for imputed interest. During 2013, the agreed upon metric was met and, therefore, the earn-out was achieved. On January 31, 2014, we paid the first annual installment of $333, of which $233 was paid in cash and the remaining $100 was paid by issuing 12,987 shares our common stock. As of March 31, 2014 and December 31, 2013, we had contingent consideration obligations of $697 and $971, respectively. | |||||||||
Under the acquisition method of accounting, the Company recognizes the assets acquired and the liabilities assumed at their fair values and records 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 is 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 acquisitions. 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 estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on our consolidated balance sheet as of the date of acquisition. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (i) 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 (ii) 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 on the acquisition date and at each reporting period until the contingency is ultimately resolved. 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. During the three months ended March 31, 2014, we recorded a change in fair value of $6 related to contingent consideration obligations. | |||||||||
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 preliminary fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2014: | |||||||||
Accounts receivable | $ | 2,292 | |||||||
Property and equipment | 103 | ||||||||
Prepaid expenses | 41 | ||||||||
Other assets | 7 | ||||||||
Intangible assets: | |||||||||
Customer relationships | 1,850 | ||||||||
Trade name | 230 | ||||||||
Customer backlog | 277 | ||||||||
Non-compete | 341 | ||||||||
Total Assets | 5,141 | ||||||||
Liabilities | (576 | ) | |||||||
Net assets acquired | $ | 4,565 | |||||||
Consideration paid (Cash, Notes and Common Stock) | $ | 7,619 | |||||||
Contingent earn-out liability (payable in cash) | 54 | ||||||||
Total Consideration | $ | 7,673 | |||||||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 3,108 | |||||||
For income tax purposes, goodwill from these acquisitions is deductible over a fifteen-year period. | |||||||||
The consolidated financial statements of the Company for the three months ended March 31, 2014 include the results of operations from the businesses acquired during 2014 from their respective dates of acquisition to March 31, 2014 and include gross revenues and pre-tax income of approximately $0.7 million and $53, respectively. Included in general and administrative expense for the three months ended March 31, 2014 is $33 of acquisition-related costs pertaining to our acquisition activities. | |||||||||
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three months ended March 31, 2014 and 2013 as if the AK acquisition had occurred as of January 1, 2013. The pro forma information provided below is compiled from the financial statements of the combined companies and includes pro forma adjustments for amortization expense, reduction in certain agreed on expenses, interest expense and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the AK operations actually been acquired on January 1, 2013; or (ii) future results of operations: | |||||||||
For the three months ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Gross revenues | $ | 23,065 | $ | 20,174 | |||||
Comprehensive income | $ | 619 | $ | 495 | |||||
Basic earnings per share | $ | 0.12 | $ | 0.22 | |||||
Diluted earnings per share | $ | 0.11 | $ | 0.2 | |||||
The Company determined that the AQC acquisition does not constitute a significant business combination. Therefore, historical financial statements and related pro forma financial statements are not required to be disclosed. |
Note_5_Accounts_Receivable_Net
Note 5 - Accounts Receivable, Net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | ||||||||
Note 5 – Accounts Receivable, net | |||||||||
Accounts receivable, net, consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Billed | $ | 14,790 | $ | 12,301 | |||||
Unbilled | 6,829 | 5,118 | |||||||
Contract retentions | 632 | 623 | |||||||
22,251 | 18,042 | ||||||||
Less: allowance for doubtful accounts | (1,470 | ) | (1,320 | ) | |||||
Accounts receivable, net | $ | 20,781 | $ | 16,722 | |||||
Billed accounts receivable represent amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represent recognized amounts 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. |
Note_6_Property_and_Equipment_
Note 6 - Property and Equipment, Net | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 6 – Property and Equipment, net | |||||||||
Property and equipment, net, consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 224 | $ | 224 | |||||
Computer equipment | 1,249 | 1,013 | |||||||
Survey and field equipment | 1,067 | 1,067 | |||||||
Leasehold improvements | 1,077 | 1,032 | |||||||
3,617 | 3,336 | ||||||||
Accumulated depreciation | (2,155 | ) | (2,026 | ) | |||||
Property and equipment – net | $ | 1,462 | $ | 1,310 | |||||
Depreciation expense for the three months ended March 31, 2014 and 2013 was $129 and $129, respectively. |
Note_7_Goodwill_and_Intangible
Note 7 - Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||||||
Note 7 – Goodwill and Intangible Assets | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The table set forth below shows the change in goodwill during the three months ended March 31, 2014: | |||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 7,106 | |||||||||||||||||||||||
Acquisitions | 3,108 | ||||||||||||||||||||||||
Balance as of the end of the period | $ | 10,214 | |||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Intangible assets, net, at March 31, 2014 and December 31, 2013 consists of the following: | |||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net Amount | Gross | Accumulated | Net Amount | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Customer relationships | $ | 6,125 | $ | (1,817 | ) | $ | 4,308 | $ | 4,275 | $ | (1,653 | ) | $ | 2,622 | |||||||||||
Trade name | 1,088 | (843 | ) | 245 | 858 | (813 | ) | 45 | |||||||||||||||||
Customer backlog | 1,162 | (768 | ) | 394 | 885 | (720 | ) | 165 | |||||||||||||||||
Non-compete | 548 | (63 | ) | 485 | 207 | (46 | ) | 161 | |||||||||||||||||
Total | $ | 8,923 | $ | (3,491 | ) | $ | 5,432 | $ | 6,225 | $ | (3,232 | ) | $ | 2,993 | |||||||||||
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 March 31, 2014 and 2013 was $259 and $222, respectively. | |||||||||||||||||||||||||
As of March 31, 2014, the future estimated aggregate amortization related to intangible assets is as follows: | |||||||||||||||||||||||||
Period ending March 31, | |||||||||||||||||||||||||
2015 | $ | 1,554 | |||||||||||||||||||||||
2016 | 979 | ||||||||||||||||||||||||
2017 | 796 | ||||||||||||||||||||||||
2018 | 664 | ||||||||||||||||||||||||
2019 | 480 | ||||||||||||||||||||||||
Thereafter | 959 | ||||||||||||||||||||||||
Total | $ | 5,432 | |||||||||||||||||||||||
Note_8_Accrued_Liabilities
Note 8 - Accrued Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Liabilities Disclosure [Abstract] | ' | ||||||||
Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
Note 8 – Accrued Liabilities | |||||||||
Accrued liabilities consist of the following: | |||||||||
March 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Stock payable for acquisitions | $ | 192 | $ | 192 | |||||
Deferred rent | 454 | 486 | |||||||
Payroll and related taxes | 1,863 | 864 | |||||||
Professional liability reserve | 186 | 248 | |||||||
Benefits | 1,115 | 916 | |||||||
Accrued vacation | 1,242 | 1,088 | |||||||
Other | 742 | 395 | |||||||
Total | $ | 5,794 | $ | 4,189 | |||||
Note_9_Notes_Payable
Note 9 - Notes Payable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 9 – Notes Payable | |||||||||
Notes payable consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Credit Facility totaling $8,000, due January 31, 2016 (1) | $ | — | $ | — | |||||
Note payable to bank (the “Term Loan”), interest at prime rate (minimum 4.50% effective January 31, 2014, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.50% and 5.0%, respectively), 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 | 1,006 | 1,144 | |||||||
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.25%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to the Credit Facility and the Term Loan (2). | 1,588 | 1,707 | |||||||
$3,000 uncollateralized promissory note issued to the former owners of AK (bearing interest at 3.0%), payable in three equal payments of $1,000 each due on the first, second and third anniversaries of the effective date of March 21, 2014 | 3,000 | — | |||||||
$2,000 uncollateralized promissory note issued to the former owner of Kaderabek Company (bearing interest at 200 basis points over the one-year LIBOR, actual interest rate as of March 31, 2014 and December 31, 2013 was 2.56% and 2.58%, respectively), $500 payable in December 2012, and 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 | 1,000 | |||||||
$200 uncollateralized promissory note issued to the former owners of Consilium Partners (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 | 200 | |||||||
$168 uncollateralized promissory note issued in conjunction with the Tampa division of Pitman-Hartenstein & Associates acquisition (bearing interest at 4.0%), payable in two equal payments of $84 each due on December 31, 2013 and December 31, 2014 | 84 | 84 | |||||||
$92 uncollateralized promissory note issued to the former owner of Dunn Environmental, Inc. (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 | 92 | |||||||
$300 uncollateralized promissory note issued to the former owner of AQC (non-interest bearing, interest imputed at 3.75%), payable in two equal payments of $150 each due on the first and second anniversaries of the effective date of January 31, 2014, net of unamortized discount of $14 as of March 31, 2014 | 286 | — | |||||||
Total debt | 7,256 | 4,227 | |||||||
Less: current maturities | (3,325 | ) | (1,725 | ) | |||||
Long-term debt, net of current maturities | $ | 3,931 | $ | 2,502 | |||||
-1 | On January 31, 2014, we entered into a Business Loan Agreement with Western Alliance Bank, an Arizona corporation, as lender, which provides for a two-year, $8 million revolving credit facility with a maturity date of January 31, 2016 (the “Credit Facility”). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which was the interest rate at March 31, 2014. The Credit Facility contains a cross default and cross collateralization provision with the Term Loan. The Credit Facility contains certain financial covenants, including an annual maximum debt to tangible net worth ratio of 4.00:1.00 as of December 31, 2013 and 8.5:1 for each annual period ending on the last day of each fiscal year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.50:1.00 for each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. The Credit Facility is guaranteed by (i) NV5, (ii) Nolte, and (iii) Mr. Dickerson Wright. The Credit Facility is secured by a first priority lien on substantially all of the assets of the Company, NV5, and Nolte. In connection with entering into the Credit Facility, on January 31, 2014, the Company terminated two credit facilities totaling $4.0 million. In conjunction with closing the Credit Facility, we paid approximately $27 in debt issuance costs which is included in Prepaid Expenses on the consolidated balance sheet and is being amortized into interest expense over the two-year term of the Credit Facility. | ||||||||
-2 | Upon issuance in 2010, a portion of this note payable was convertible into shares of common stock of the Company. 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 March 31, 2014 are as follows: | |||||||||
Period ending March 31, | |||||||||
2015 | $ | 3,325 | |||||||
2016 | 2,229 | ||||||||
2017 | 1,543 | ||||||||
2018 | 159 | ||||||||
Total | $ | 7,256 | |||||||
Note_10_Stock_Repurchase_Oblig
Note 10 - Stock Repurchase Obligation | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stock Repurchase Obligation [Abstract] | ' | ||||
Stock Repurchase Obligation [Text Block] | ' | ||||
Note 10 – Stock Repurchase Obligation | |||||
The stock repurchase obligation at March 31, 2014 and December 31, 2013 represents notes payable for the repurchase of common stock of certain former noncontrolling interests in 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 though their maturity dates, which range between 2014 and 2019. The outstanding balance of the stock repurchase obligation was $1,464 and $1,622 as of March 31, 2014 and December 31, 2013, respectively. | |||||
Future maturities of these notes as of March 31, 2014 are as follows: | |||||
Period ending March 31, | |||||
2015 | $ | 665 | |||
2016 | 268 | ||||
2017 | 133 | ||||
2018 | 133 | ||||
2019 | 133 | ||||
Thereafter | 132 | ||||
Total | $ | 1,464 | |||
Note_11_Leases
Note 11 - Leases | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
Leases of Lessee Disclosure [Text Block] | ' |
Note 11 – Leases | |
The Company leases various office facilities from unrelated parties. These leases expire through 2018 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. The Company recognized lease expense of $665 and $730 during the three months ended March 31, 2014 and 2013, respectively, which is included in “Facilities and facilities related” in the consolidated statements of comprehensive income. Included in these amounts are $14 and $59 for the three months ended March 31, 2014 and 2013, respectively, for office leases with stockholders of the Company. |
Note_12_Commitments_and_Contin
Note 12 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
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. |
Note_13_Officers_Life_Insuranc
Note 13 - Officers' Life Insurance | 3 Months Ended |
Mar. 31, 2014 | |
Investments, All Other Investments [Abstract] | ' |
Life Insurance, Corporate or Bank Owned [Text Block] | ' |
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 acquisition of Nolte in 2010, and the Company has no further financial obligations under these policies as of March 31, 2014. | |
The net cash surrender value of these policies at March 31, 2014 and December 31, 2013 was $522 and $521, respectively. |
Note_14_StockBased_Compensatio
Note 14 - Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
Note 14 – Stock-Based Compensation | |
During September and October 2011, we adopted, and our stockholders approved, respectively, our 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”), 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. As of March 31, 2014, 563,220 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 March 2014, we granted from the 2011 Equity Plan 83,052 restricted shares of our common stock to management and employees with an aggregate deferred compensation amount of approximately $737. The fair value of these shares are based on the quoted market values of the Company’s common stock as of the grant dates, which is a weighted-average of $8.87 per share. The restricted shares of our common stock granted provide for service-based vesting after three years following the grant date. | |
Share-based compensation expense relating to restricted stock awards during the three months ended March 31, 2014 and 2013 was $131 and $61, respectively. As of March 31, 2014, no shares or units have vested since the 2011 Equity Plan inception, and approximately $1,630 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.7 years, is unrecognized at March 31, 2014. |
Note_15_Income_Taxes
Note 15 - Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 15 – Income Taxes | |
As of March 31, 2014, the Company had net current and net non-current deferred income tax assets of $1,004 and $724, respectively. As of December 31, 2013, the Company had current and net non-current deferred income tax assets of $1,004 and $724, respectively. No valuation allowance against the Company’s net deferred income tax assets is needed as of March 31, 2014 or December 31, 2013. 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 36.6% for the three months ended March 31, 2014. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of 39.0% is principally due to the domestic production activities deduction. Our consolidated effective income tax rate was 24.5% for the three months ended March 31, 2013. The reduction in the effective income tax rate compared to the combined statutory federal and state income tax rate of 39.0% is principally due to the domestic production activities deduction and research and development credits. The effective income tax rate for the three months ended March 31, 2013 also includes the discrete income tax benefit of 9.5% 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. | |
In 2011, the California Franchise Tax Board (“CFTB”) 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 tax returns for the years 2005 to 2010. We responded to these inquiries, but in the fourth quarter of 2012, the CFTB denied these credits in full. In early 2013, the CFTB assigned a new examiner. The CFTB examiner requested and received additional documentation supporting our qualified research activities. In addition, the CFTB examiner conducted a field visit in order to understand our design activities associated with these qualified research activities as the CFTB is reconsidering and reevaluating its position. | |
Nolte believes it has appropriate qualified research activities, qualified research expenses and documentation to support the credits and believes this position meets the recognition criteria under ASC 740-10. Accordingly, we have 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. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis Of Presentation And Principles Of Consolidation Policy [Text Block] | ' | ||||||||
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 NV5 Holdings, Inc. 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, 2013. The accompanying consolidated balance sheet as of December 31, 2013 has been derived from those financial statements. The results of operations for the three months ended March 31, 2014 and cash flows for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for any future interim period or for the full 2014 fiscal year. | |||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||
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 fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of our reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts, and reserves for professional liability claims. | |||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||
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 Federal Deposit Insurance Corporation 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 Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||
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 58% and 66% of our gross revenues for the three months ended March 31, 2014 and 2013, respectively, are from California-based projects and approximately 16% and 11% of revenues for the three months ended March 31, 2014 and 2013, respectively, are from one client. Furthermore, approximately 40% of our accounts receivable as of March 31, 2014 and December 31, 2013 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 Measurement, Policy [Policy Text Block] | ' | ||||||||
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 on the acquisition date and at each reporting period. 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, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||
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 (in years) | ||||||||
Office furniture and equipment | 5 | ||||||||
Computer equipment | 3 | ||||||||
Survey and field equipment | 5 | ||||||||
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 months ended March 31, 2014 and 2013. | |||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||||||||
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 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, and weights the results accordingly. 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 a reporting unit 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 tests using the quantitative method of evaluating goodwill. Based on these quantitative analyses 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 March 31, 2014. There were no indicators, events or changes in circumstances to indicate that goodwill is impaired during the three months ended March 31, 2014 and 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 months ended March 31, 2014 and 2013. | |||||||||
See Note 7 for further information on goodwill and identified intangibles. | |||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||
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 months ended March 31, 2014 and 2013. 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 months ended March 31, 2014 and 2013 exclude 588,596 and 414,195 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 months ended March 31, 2014 and 2013 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with our initial public offering. There were no issuable shares related to acquisitions or warrants outstanding as of March 31, 2013. In calculating diluted earnings per share for the quarters ended March 31, 2014 and 2013, there were no potentially dilutive securities that were not considered. | |||||||||
The following table represents a reconciliation of the comprehensive income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013: | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Comprehensive income – basic and diluted | $ | 707 | $ | 556 | |||||
Denominator: | |||||||||
Basic weighted average shares outstanding | 5,025,529 | 2,185,804 | |||||||
Effect of dilutive non-vested restricted shares and units | 297,316 | 236,219 | |||||||
Effect of dilutive issuable shares related to acquisitions | 42,843 | - | |||||||
Effect of warrants | 26,924 | - | |||||||
Diluted weighted average shares outstanding | 5,392,612 | 2,422,023 | |||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||
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 in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price 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 revenues and direct costs 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 the percentage of total contract revenues 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 revenues 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 revenues have been recognized when services are performed or based on the percentage-of-completion accounting method but the revenue recorded has not been billed 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 revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date | |||||||||
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | ' | ||||||||
Allowance for Doubtful Accounts | |||||||||
The Company records 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: age, 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 and are included in income, while direct charge-offs of receivables are deducted from the allowance. | |||||||||
Professional Liability Claims [Policy Text Block] | ' | ||||||||
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. | |||||||||
Lease, Policy [Policy Text Block] | ' | ||||||||
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 included in accrued liabilities in the Company’s consolidated balance sheets. | |||||||||
Segment Reporting, Policy [Policy Text Block] | ' | ||||||||
Segment Information | |||||||||
The Company reports segment information in accordance with FASB 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 Tax, Policy [Policy Text Block] | ' | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with FASB 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 2010 to 2013. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule Of Property Plant And Equipment Estimated Useful Life [Table Text Block] | ' | ||||||||
Asset | Depreciation Period (in years) | ||||||||
Office furniture and equipment | 5 | ||||||||
Computer equipment | 3 | ||||||||
Survey and field equipment | 5 | ||||||||
Leasehold improvements | Lesser of the estimated useful lives or | ||||||||
remaining term of the lease | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Comprehensive income – basic and diluted | $ | 707 | $ | 556 | |||||
Denominator: | |||||||||
Basic weighted average shares outstanding | 5,025,529 | 2,185,804 | |||||||
Effect of dilutive non-vested restricted shares and units | 297,316 | 236,219 | |||||||
Effect of dilutive issuable shares related to acquisitions | 42,843 | - | |||||||
Effect of warrants | 26,924 | - | |||||||
Diluted weighted average shares outstanding | 5,392,612 | 2,422,023 |
Note_4_Business_Acquisitions_T
Note 4 - Business Acquisitions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||
Accounts receivable | $ | 2,292 | |||||||
Property and equipment | 103 | ||||||||
Prepaid expenses | 41 | ||||||||
Other assets | 7 | ||||||||
Intangible assets: | |||||||||
Customer relationships | 1,850 | ||||||||
Trade name | 230 | ||||||||
Customer backlog | 277 | ||||||||
Non-compete | 341 | ||||||||
Total Assets | 5,141 | ||||||||
Liabilities | (576 | ) | |||||||
Net assets acquired | $ | 4,565 | |||||||
Consideration paid (Cash, Notes and Common Stock) | $ | 7,619 | |||||||
Contingent earn-out liability (payable in cash) | 54 | ||||||||
Total Consideration | $ | 7,673 | |||||||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 3,108 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||
For the three months ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Gross revenues | $ | 23,065 | $ | 20,174 | |||||
Comprehensive income | $ | 619 | $ | 495 | |||||
Basic earnings per share | $ | 0.12 | $ | 0.22 | |||||
Diluted earnings per share | $ | 0.11 | $ | 0.2 |
Note_5_Accounts_Receivable_Net1
Note 5 - Accounts Receivable, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Billed | $ | 14,790 | $ | 12,301 | |||||
Unbilled | 6,829 | 5,118 | |||||||
Contract retentions | 632 | 623 | |||||||
22,251 | 18,042 | ||||||||
Less: allowance for doubtful accounts | (1,470 | ) | (1,320 | ) | |||||
Accounts receivable, net | $ | 20,781 | $ | 16,722 |
Note_6_Property_and_Equipment_1
Note 6 - Property and Equipment, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 224 | $ | 224 | |||||
Computer equipment | 1,249 | 1,013 | |||||||
Survey and field equipment | 1,067 | 1,067 | |||||||
Leasehold improvements | 1,077 | 1,032 | |||||||
3,617 | 3,336 | ||||||||
Accumulated depreciation | (2,155 | ) | (2,026 | ) | |||||
Property and equipment – net | $ | 1,462 | $ | 1,310 |
Note_7_Goodwill_and_Intangible1
Note 7 - Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 7,106 | |||||||||||||||||||||||
Acquisitions | 3,108 | ||||||||||||||||||||||||
Balance as of the end of the period | $ | 10,214 | |||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net Amount | Gross | Accumulated | Net Amount | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Customer relationships | $ | 6,125 | $ | (1,817 | ) | $ | 4,308 | $ | 4,275 | $ | (1,653 | ) | $ | 2,622 | |||||||||||
Trade name | 1,088 | (843 | ) | 245 | 858 | (813 | ) | 45 | |||||||||||||||||
Customer backlog | 1,162 | (768 | ) | 394 | 885 | (720 | ) | 165 | |||||||||||||||||
Non-compete | 548 | (63 | ) | 485 | 207 | (46 | ) | 161 | |||||||||||||||||
Total | $ | 8,923 | $ | (3,491 | ) | $ | 5,432 | $ | 6,225 | $ | (3,232 | ) | $ | 2,993 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||||||||
Period ending March 31, | |||||||||||||||||||||||||
2015 | $ | 1,554 | |||||||||||||||||||||||
2016 | 979 | ||||||||||||||||||||||||
2017 | 796 | ||||||||||||||||||||||||
2018 | 664 | ||||||||||||||||||||||||
2019 | 480 | ||||||||||||||||||||||||
Thereafter | 959 | ||||||||||||||||||||||||
Total | $ | 5,432 |
Note_8_Accrued_Liabilities_Tab
Note 8 - Accrued Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Liabilities Disclosure [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
March 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Stock payable for acquisitions | $ | 192 | $ | 192 | |||||
Deferred rent | 454 | 486 | |||||||
Payroll and related taxes | 1,863 | 864 | |||||||
Professional liability reserve | 186 | 248 | |||||||
Benefits | 1,115 | 916 | |||||||
Accrued vacation | 1,242 | 1,088 | |||||||
Other | 742 | 395 | |||||||
Total | $ | 5,794 | $ | 4,189 |
Note_9_Notes_Payable_Tables
Note 9 - Notes Payable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Credit Facility totaling $8,000, due January 31, 2016 (1) | $ | — | $ | — | |||||
Note payable to bank (the “Term Loan”), interest at prime rate (minimum 4.50% effective January 31, 2014, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.50% and 5.0%, respectively), 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 | 1,006 | 1,144 | |||||||
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.25%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to the Credit Facility and the Term Loan (2). | 1,588 | 1,707 | |||||||
$3,000 uncollateralized promissory note issued to the former owners of AK (bearing interest at 3.0%), payable in three equal payments of $1,000 each due on the first, second and third anniversaries of the effective date of March 21, 2014 | 3,000 | — | |||||||
$2,000 uncollateralized promissory note issued to the former owner of Kaderabek Company (bearing interest at 200 basis points over the one-year LIBOR, actual interest rate as of March 31, 2014 and December 31, 2013 was 2.56% and 2.58%, respectively), $500 payable in December 2012, and 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 | 1,000 | |||||||
$200 uncollateralized promissory note issued to the former owners of Consilium Partners (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 | 200 | |||||||
$168 uncollateralized promissory note issued in conjunction with the Tampa division of Pitman-Hartenstein & Associates acquisition (bearing interest at 4.0%), payable in two equal payments of $84 each due on December 31, 2013 and December 31, 2014 | 84 | 84 | |||||||
$92 uncollateralized promissory note issued to the former owner of Dunn Environmental, Inc. (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 | 92 | |||||||
$300 uncollateralized promissory note issued to the former owner of AQC (non-interest bearing, interest imputed at 3.75%), payable in two equal payments of $150 each due on the first and second anniversaries of the effective date of January 31, 2014, net of unamortized discount of $14 as of March 31, 2014 | 286 | — | |||||||
Total debt | 7,256 | 4,227 | |||||||
Less: current maturities | (3,325 | ) | (1,725 | ) | |||||
Long-term debt, net of current maturities | $ | 3,931 | $ | 2,502 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||
Period ending March 31, | |||||||||
2015 | $ | 3,325 | |||||||
2016 | 2,229 | ||||||||
2017 | 1,543 | ||||||||
2018 | 159 | ||||||||
Total | $ | 7,256 |
Note_10_Stock_Repurchase_Oblig1
Note 10 - Stock Repurchase Obligation (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stock Repurchase Obligation [Abstract] | ' | ||||
Schedule Of Future Maturities For Recorded Debt [Table Text Block] | ' | ||||
Period ending March 31, | |||||
2015 | $ | 665 | |||
2016 | 268 | ||||
2017 | 133 | ||||
2018 | 133 | ||||
2019 | 133 | ||||
Thereafter | 132 | ||||
Total | $ | 1,464 |
Note_1_Organization_and_Nature1
Note 1 - Organization and Nature of Business Operations (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 21, 2014 |
Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | ||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | ' | ' | ' |
Number of Business Locations | 25 | ' | ' |
Number of Subsidiaries | 2 | ' | ' |
Business Combination, Consideration Transferred | $7,673 | $815 | $7,000 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements (in Shares) | 297,316 | 236,219 |
Number of Reportable Segments | 1 | ' |
Restricted Stock [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements (in Shares) | 588,596 | 414,195 |
California-Based Projects Revenue [Member] | Sales Revenue, Net [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 58.00% | 66.00% |
One Client [Member] | Sales Revenue, Net [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 16.00% | 11.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 40.00% | ' |
Government Contracts Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | ' | 40.00% |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment | 3 Months Ended |
Mar. 31, 2014 | |
Office, Furniture, And Equipment [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | ' |
Property, Plant, And Equipment Useful Lives | '5 years |
Computer Equipment [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | ' |
Property, Plant, And Equipment Useful Lives | '3 years |
Survey And Field Equipment [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | ' |
Property, Plant, And Equipment Useful Lives | '5 years |
Leasehold Improvements [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | ' |
Leasehold improvements | 'Lesser of the estimated useful lives or remaining term of the lease |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | ' | ' |
Comprehensive income – basic and diluted (in Dollars) | $707 | $556 |
Denominator: | ' | ' |
Basic weighted average shares outstanding | 5,025,529 | 2,185,804 |
Effect of dilutive non-vested restricted shares and units | 297,316 | 236,219 |
Effect of dilutive issuable shares related to acquisitions | 42,843 | ' |
Effect of warrants | 26,924 | ' |
Diluted weighted average shares outstanding | 5,392,612 | 2,422,023 |
Note_4_Business_Acquisitions_D
Note 4 - Business Acquisitions (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||
Mar. 31, 2014 | Jan. 31, 2015 | Mar. 21, 2015 | Jan. 31, 2014 | Mar. 21, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 21, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Apr. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | General and Administrative Expense [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AQC and AK [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Kaco [Member] | ||
Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | Consilium Partners [Member] | ||||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | $7,673,000 | ' | ' | ' | ' | ' | ' | $815,000 | ' | $7,000,000 | ' | ' | ' | ' | $1,083,000 | ' | ' | ' |
Payments to Acquire Businesses, Gross | 233,000 | ' | ' | ' | ' | ' | ' | 250,000 | ' | 3,500,000 | ' | ' | ' | 233,000 | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | 54,000 | ' | ' | ' | ' | ' | ' | 300,000 | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Other | ' | ' | ' | 150,000 | 500,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | ' | ' | ' | 18,739 | 64,137 | 12,987 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | 115,000 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | 54,000 | ' | ' | ' | ' | ' | ' | 697,000 | 971,000 | ' |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Equal Installments | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | 150,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | 286,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' |
Number Of Partners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' |
Number Of Equal Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Earnout Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 333,000 | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Goodwill And Intangible Assets Expected Tax Deductible Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years |
Business Acquisition, Pro Forma Revenue | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,065,000 | 20,174,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Net Income (Loss) | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 619,000 | 495,000 | ' | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | ' | ' | ' | ' | ' | $33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_4_Business_Acquisitions_D1
Note 4 - Business Acquisitions (Details) - Fair Value of the Assets Acquired and Liabilities Assumed (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Note 4 - Business Acquisitions (Details) - Fair Value of the Assets Acquired and Liabilities Assumed [Line Items] | ' |
Accounts receivable | $2,292 |
Property and equipment | 103 |
Prepaid expenses | 41 |
Other assets | 7 |
Intangible assets: | ' |
Total Assets | 5,141 |
Liabilities | -576 |
Net assets acquired | 4,565 |
Consideration paid (Cash, Notes and Common Stock) | 7,619 |
Contingent earn-out liability (payable in cash) | 54 |
Total Consideration | 7,673 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 3,108 |
Customer Relationships [Member] | ' |
Intangible assets: | ' |
Intangible Assets | 1,850 |
Trade Names [Member] | ' |
Intangible assets: | ' |
Intangible Assets | 230 |
Customer Backlog [Member] | ' |
Intangible assets: | ' |
Intangible Assets | 277 |
Non-Compete [Member] | ' |
Intangible assets: | ' |
Intangible Assets | $341 |
Note_4_Business_Acquisitions_D2
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ' | ' |
Gross revenues | $700 | ' |
Comprehensive income | 53 | ' |
AK Environmental, LLC [Member] | ' | ' |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ' | ' |
Gross revenues | 23,065 | 20,174 |
Comprehensive income | $619 | $495 |
Basic earnings per share | $0.12 | $0.22 |
Diluted earnings per share | $0.11 | $0.20 |
Note_5_Accounts_Receivable_Net2
Note 5 - Accounts Receivable, Net (Details) - Components of Accounts Receivable, Net (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Gross | $22,251 | $18,042 |
Less: allowance for doubtful accounts | -1,470 | -1,320 |
Accounts receivable, net | 20,781 | 16,722 |
Billed [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Gross | 14,790 | 12,301 |
Unbilled [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Gross | 6,829 | 5,118 |
Contract Retentions [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Gross | $632 | $623 |
Note_6_Property_and_Equipment_2
Note 6 - Property and Equipment, Net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $129 | $129 |
Note_6_Property_and_Equipment_3
Note 6 - Property and Equipment, Net (Details) - Components of Property and Equipment, Net (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $3,617 | $3,336 |
Accumulated depreciation | -2,155 | -2,026 |
Property and equipment – net | 1,462 | 1,310 |
Office, Furniture, And Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 224 | 224 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 1,249 | 1,013 |
Survey And Field Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 1,067 | 1,067 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $1,077 | $1,032 |
Note_7_Goodwill_and_Intangible2
Note 7 - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Amortization of Intangible Assets (in Dollars) | $259 | $222 |
Minimum [Member] | Trade Names [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '1 year | ' |
Minimum [Member] | Customer Backlog [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '1 year | ' |
Minimum [Member] | Customer Relationships [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '1 year | ' |
Minimum [Member] | Noncompete Agreements [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '4 years | ' |
Maximum [Member] | Trade Names [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '3 years | ' |
Maximum [Member] | Customer Backlog [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '9 years | ' |
Maximum [Member] | Customer Relationships [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '9 years | ' |
Maximum [Member] | Noncompete Agreements [Member] | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '5 years | ' |
Note_7_Goodwill_and_Intangible3
Note 7 - Goodwill and Intangible Assets (Details) - Goodwill (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Abstract] | ' |
Balance | $7,106 |
Acquisitions | 3,108 |
Balance | $10,214 |
Note_7_Goodwill_and_Intangible4
Note 7 - Goodwill and Intangible Assets (Details) - Summary of Intangible Assets, Net (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $8,923 | $6,225 |
Accumulated Amortization | -3,491 | -3,232 |
Net Amount | 5,432 | 2,993 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 6,125 | 4,275 |
Accumulated Amortization | -1,817 | -1,653 |
Net Amount | 4,308 | 2,622 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,088 | 858 |
Accumulated Amortization | -843 | -813 |
Net Amount | 245 | 45 |
Customer Backlog [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,162 | 885 |
Accumulated Amortization | -768 | -720 |
Net Amount | 394 | 165 |
Noncompete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 548 | 207 |
Accumulated Amortization | -63 | -46 |
Net Amount | $485 | $161 |
Note_7_Goodwill_and_Intangible5
Note 7 - Goodwill and Intangible Assets (Details) - Estimated Future Amortization Expense (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated Future Amortization Expense [Abstract] | ' | ' |
2015 | $1,554 | ' |
2016 | 979 | ' |
2017 | 796 | ' |
2018 | 664 | ' |
2019 | 480 | ' |
Thereafter | 959 | ' |
Total | $5,432 | $2,993 |
Note_8_Accrued_Liabilities_Det
Note 8 - Accrued Liabilities (Details) - Accrued Liabilities (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Stock payable for acquisitions | $192 | $192 |
Deferred rent | 454 | 486 |
Payroll and related taxes | 1,863 | 864 |
Professional liability reserve | 186 | 248 |
Benefits | 1,115 | 916 |
Accrued vacation | 1,242 | 1,088 |
Other | 742 | 395 |
Total | $5,794 | $4,189 |
Note_9_Notes_Payable_Details
Note 9 - Notes Payable (Details) (USD $) | 3 Months Ended | 1 Months Ended | 1 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | |
Prepaid Expenses and Other Current Assets [Member] | Western Alliance Bank [Member] | Western Alliance Bank [Member] | Western Alliance Bank [Member] | Western Alliance Bank [Member] | Western Alliance Bank [Member] | ||
Prime Rate [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Years After December 31, 2013 [Member] | Minimum [Member] | |||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Note 9 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Expiration Period | ' | ' | ' | '2 years | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | ' | ' | ' | $8,000,000 | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 0.50% | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | 3.75% |
Debt to Tangible Net Worth Covenant Ratio | ' | ' | ' | ' | 4.00% | 8.50% | ' |
Debt Service Coverage Ratio | ' | ' | ' | ' | 1.50% | ' | ' |
Line of Credit Facility, Increase (Decrease), Net (in Dollars) | -4,000,000 | ' | ' | ' | ' | ' | ' |
Payments of Debt Issuance Costs (in Dollars) | $27,000 | $27,000 | ' | ' | ' | ' | ' |
Note_9_Notes_Payable_Details_N
Note 9 - Notes Payable (Details) - Notes Payable (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
Total debt | $7,256 | $4,227 | ||
Less: current maturities | -3,325 | -1,725 | ||
Long-term debt, net of current maturities | 3,931 | 2,502 | ||
Term Loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Note payable to bank (the “Term Loanâ€), interest at prime rate (minimum 4.50% effective January 31, 2014, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.50% and 5.0%, respectively), 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 | 1,006 | 1,144 | ||
Note Payable - Former Stockholder of Nolte [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Note payable to former stockholder of Nolte, interest at prime rate plus 1% (maximum 7.0%, actual interest rate as of March 31, 2014 and December 31, 2013 was 4.25%), due July 29, 2017, payable in quarterly principal installments of $119. Unsecured and subordinated to the Credit Facility and the Term Loan (2). | 1,588 | [1] | 1,707 | [1] |
Uncollateralized Promissory Note - AK [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 3,000 | ' | ||
Uncollateralized Promissory Note - Kaco [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 1,000 | 1,000 | ||
Uncollateralized Promissory Note - Consilium [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 200 | 200 | ||
Uncollateralized Promissory Note - PH&A [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 84 | 84 | ||
Uncollateralized Promissory Note - Dunn [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 92 | 92 | ||
Uncollateralized Promissory Note - AQC [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Uncollaterized Promissory Note | 286 | ' | ||
Line of Credit [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Credit Facility totaling $8,000, due January 31, 2016 (1) | ' | [2] | ' | [2] |
[1] | Upon issuance in 2010, a portion of this note payable was convertible into shares of common stock of the Company. 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. | |||
[2] | On January 31, 2014, we entered into a Business Loan Agreement with Western Alliance Bank, an Arizona corporation, as lender, which provides for a two-year, $8 million revolving credit facility with a maturity date of January 31, 2016 (the "Credit Facility"). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which was the interest rate at March 31, 2014. The Credit Facility contains a cross default and cross collateralization provision with the Term Loan. The Credit Facility contains certain financial covenants, including an annual maximum debt to tangible net worth ratio of 4.00:1.00 as of December 31, 2013 and 8.5:1 for each annual period ending on the last day of each fiscal year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.50:1.00 for each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. The Credit Facility is guaranteed by (i) NV5, (ii) Nolte, and (iii) Mr. Dickerson Wright. The Credit Facility is secured by a first priority lien on substantially all of the assets of the Company, NV5, and Nolte. In connection with entering into the Credit Facility, on January 31, 2014, the Company terminated two credit facilities totaling $4.0 million. In conjunction with closing the Credit Facility, we paid approximately $27 in debt issuance costs which is included in Prepaid Expenses on the consolidated balance sheet and is being amortized into interest expense over the two-year term of the Credit Facility. |
Note_9_Notes_Payable_Details_N1
Note 9 - Notes Payable (Details) - Notes Payable (Parentheticals) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Interest imputed | 3.75% | 3.75% |
Prime Rate [Member] | Note Payable - Former Stockholder of Nolte [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest Rate of Debt Instrument | 1.00% | 1.00% |
London Interbank Offered Rate (LIBOR) [Member] | Uncollateralized Promissory Note - Kaco [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis Points Over the One-Year LIBOR for Years Thereafter | 200.00% | 200.00% |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Minimum Interest Rate of Debt Instrument | 4.50% | 4.50% |
Debt Instrument, Periodic Payment | 46 | 46 |
Actual interest rate | 4.50% | 5.00% |
Note Payable - Former Stockholder of Nolte [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 119 | 119 |
Actual interest rate | 4.25% | 4.25% |
Maximum Interest Rate of Debt Instrument | 7.00% | 7.00% |
Uncollateralized Promissory Note - AK [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 1,000 | ' |
Interest Rate of Debt Instrument | 3.00% | ' |
Uncollateralized Promissory Notes, Face Amount | 3,000 | ' |
Uncollateralized Promissory Note - Kaco [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 500 | 500 |
Actual interest rate | 2.56% | 2.58% |
Uncollateralized Promissory Notes, Face Amount | 2,000 | 2,000 |
Uncollateralized Promissory Note - Consilium [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 66 | 66 |
Interest Rate of Debt Instrument | 4.00% | 4.00% |
Uncollateralized Promissory Notes, Face Amount | 200 | 200 |
Uncollateralized Promissory Note - PH&A [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 84 | 84 |
Interest Rate of Debt Instrument | 4.00% | 4.00% |
Uncollateralized Promissory Notes, Face Amount | 168 | 168 |
Uncollateralized Promissory Note - Dunn [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 46 | 46 |
Interest Rate of Debt Instrument | 4.00% | 4.00% |
Uncollateralized Promissory Notes, Face Amount | 92 | 92 |
Uncollateralized Promissory Note - AQC [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt Instrument, Periodic Payment | 150 | ' |
Uncollateralized Promissory Notes, Face Amount | 300 | ' |
Line of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Lines of Credit Facililty, Amount | 8,000 | ' |
Note_9_Notes_Payable_Details_F
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-Term Debt (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-Term Debt [Line Items] | ' | ' |
Total | $7,256 | $4,227 |
Note Payable [Member] | ' | ' |
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-Term Debt [Line Items] | ' | ' |
2015 | 3,325 | ' |
2016 | 2,229 | ' |
2017 | 1,543 | ' |
2018 | 159 | ' |
Total | $7,256 | ' |
Note_10_Stock_Repurchase_Oblig2
Note 10 - Stock Repurchase Obligation (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Unsecured and Subordinated Note Payable [Member] | ||
Note 10 - Stock Repurchase Obligation (Details) [Line Items] | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | 3.25% |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | 4.25% |
Employee Stock Ownership Plan (ESOP), Repurchase Obligation Amount | $1,464 | $1,622 | ' |
Note_10_Stock_Repurchase_Oblig3
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes [Line Items] | ' | ' |
Total | $7,256 | $4,227 |
Stock Repurchase Plan [Member] | ' | ' |
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes [Line Items] | ' | ' |
2015 | 665 | ' |
2016 | 268 | ' |
2017 | 133 | ' |
2018 | 133 | ' |
2019 | 133 | ' |
Thereafter | 132 | ' |
Total | $1,464 | ' |
Note_11_Leases_Details
Note 11 - Leases (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Note 11 - Leases (Details) [Line Items] | ' | ' |
Operating Leases, Rent Expense | $773 | $854 |
Office Rental Expense - Unrelated Parties [Member] | ' | ' |
Note 11 - Leases (Details) [Line Items] | ' | ' |
Operating Leases, Rent Expense | 665 | 730 |
Month to Month Basis - Stockholder Office Lease [Member] | ' | ' |
Note 11 - Leases (Details) [Line Items] | ' | ' |
Operating Leases, Rent Expense | $14 | $59 |
Note_13_Officers_Life_Insuranc1
Note 13 - Officers' Life Insurance (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments, All Other Investments [Abstract] | ' | ' |
Cash Surrender Value of Life Insurance | $522 | $521 |
Note_14_StockBased_Compensatio1
Note 14 - Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 31 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | ||
Equity Plan 2011 [Member] | Equity Plan 2011 [Member] | ||||||
Note 14 - Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | ' | ' | ' | ' | ' | ' | 563,220 |
Rate Of Increase Decrease In Shares Authorized For Issuance | ' | ' | ' | ' | ' | ' | 3.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | ' | 83,052 | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Compensation Expense | ' | $737 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | $8.87 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '3 years | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 131 | ' | ' | 131 | 61 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | ' | ' | ' | ' | ' | 0 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | ' | ' | $1,630 | ' | $1,630 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | '1 year 255 days | ' | ' | ' |
Note_15_Income_Taxes_Details
Note 15 - Income Taxes (Details) (USD $) | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2014 | |
Under Examination by California Franchise Tax Board [Member] | Research Tax Credit Carryforward [Member] | |||||
Note 15 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Deferred Tax Assets, Net, Current | $1,004,000 | ' | $1,004,000 | ' | ' | ' |
Deferred Tax Assets, Net, Noncurrent | 724,000 | ' | 724,000 | ' | ' | ' |
Deferred Tax Liabilities, Net, Current | ' | ' | ' | 1,004,000 | ' | ' |
Deferred Tax Liabilities, Net, Noncurrent | ' | ' | ' | 724,000 | ' | ' |
Deferred Tax Assets, Valuation Allowance | ' | ' | 0 | 0 | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 36.60% | 24.50% | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 39.00% | 39.00% | ' | ' | ' | ' |
Net Discrete Benefits Percentage Points of Effective Tax Rate | ' | 9.50% | ' | ' | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | ' | ' | ' | ' | 700,000 | ' |
Liability for Uncertain Tax Positions, Current | ' | ' | ' | ' | ' | $0 |