Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 21, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | STG Group, Inc. | ||
Entity Central Index Key | 1,583,513 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 72,450,000 | ||
Trading Symbol | STGG | ||
Entity Common Stock, Shares Outstanding | 16,107,071 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 8,503 | |
Contract receivables, net | 32,824 | |
Investments held in Rabbi Trust | 4,517 | |
Prepaid expenses and other current assets | 1,357 | |
Deferred income taxes | 2,415 | |
Total current assets | 49,616 | |
Property and equipment, net | 1,698 | |
Goodwill | 113,589 | |
Intangible assets, net | 38,988 | |
Other assets | 432 | |
Total assets | 204,323 | |
Current Liabilities | ||
Outstanding checks in excess of bank balance | 0 | |
Line-of-credit | 0 | |
Long-term debt, current portion | 2,555 | |
Accounts payable and accrued expenses | 9,605 | |
Accrued payroll and related liabilities | 8,441 | |
Income taxes payable | 561 | |
Billings in excess of revenue recognized | 304 | |
Deferred compensation plan | 4,517 | |
Deferred rent | 81 | |
Total current liabilities | 26,064 | |
Long-term debt, net of current portion and discount | 72,447 | |
Deferred compensation plan | 0 | |
Deferred income taxes | 12,630 | |
Deferred rent | 837 | |
Total liabilities | $ 111,978 | |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2015 | $ 0 | |
Common stock value | 2 | |
Additional paid-in capital | 100,547 | |
(Accumulated deficit) retained earnings | (8,204) | |
Total stockholders’ equity | 92,345 | |
Total liabilities and stockholders' equity | $ 204,323 | |
Predecessor [Member] | ||
Current Assets | ||
Cash and cash equivalents | $ 340 | |
Contract receivables, net | 47,517 | |
Investments held in Rabbi Trust | 4,310 | |
Prepaid expenses and other current assets | 1,973 | |
Deferred income taxes | 0 | |
Total current assets | 54,140 | |
Property and equipment, net | 6,696 | |
Goodwill | 4,699 | |
Intangible assets, net | 3,000 | |
Other assets | 100 | |
Total assets | 68,635 | |
Current Liabilities | ||
Outstanding checks in excess of bank balance | 6,141 | |
Line-of-credit | 13,520 | |
Long-term debt, current portion | 0 | |
Accounts payable and accrued expenses | 7,305 | |
Accrued payroll and related liabilities | 9,629 | |
Income taxes payable | 0 | |
Billings in excess of revenue recognized | 287 | |
Deferred compensation plan | 0 | |
Deferred rent | 519 | |
Total current liabilities | 37,401 | |
Long-term debt, net of current portion and discount | 0 | |
Deferred compensation plan | 4,310 | |
Deferred income taxes | 0 | |
Deferred rent | 3,967 | |
Total liabilities | $ 45,678 | |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2015 | $ 0 | |
Common stock value | 0 | |
Additional paid-in capital | 12,891 | |
(Accumulated deficit) retained earnings | 10,066 | |
Total stockholders’ equity | 22,957 | |
Total liabilities and stockholders' equity | $ 68,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Issued | 16,107,071 | |
Common Stock, Shares, Outstanding | 16,107,071 | |
Predecessor [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 2,000 | |
Common Stock, Shares, Issued | 1,111 | |
Common Stock, Shares, Outstanding | 1,111 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Contract revenue | $ 17,300 | |||
Direct expenses | 11,702 | |||
Gross profit | 5,598 | |||
Indirect and selling expenses | 6,407 | |||
Impairment of goodwill | 0 | |||
Impairment of other intangible assets | 0 | |||
Operating Expenses, Total | 6,407 | |||
Operating (loss) income | (809) | |||
Other (expense) income | ||||
Other (expense) income, net | (132) | |||
Interest expense | (898) | |||
Other (expense) income, net | (1,030) | |||
(Loss) Income before income taxes | (1,839) | |||
Income tax (benefit) expense | (1,585) | |||
Net (Loss) Income | $ (254) | |||
Net (loss) income per share available to common stockholders | ||||
Basic and diluted | $ (0.02) | |||
Weighted average number of common shares outstanding | ||||
Basic and diluted | 16,107,071 | |||
Predecessor [Member] | ||||
Contract revenue | $ 176,345 | $ 209,727 | $ 248,858 | |
Direct expenses | 120,989 | 141,925 | 172,685 | |
Gross profit | 55,356 | 67,802 | 76,173 | |
Indirect and selling expenses | 47,837 | 61,286 | 70,041 | |
Impairment of goodwill | 2,064 | 5,117 | 1,655 | |
Impairment of other intangible assets | 906 | 1,811 | 0 | |
Operating Expenses, Total | 50,807 | 68,214 | 71,696 | |
Operating (loss) income | 4,549 | (412) | 4,477 | |
Other (expense) income | ||||
Other (expense) income, net | 37 | 313 | 828 | |
Interest expense | (57) | (70) | (126) | |
Other (expense) income, net | (20) | 243 | 702 | |
(Loss) Income before income taxes | 4,529 | (169) | 5,179 | |
Income tax (benefit) expense | 644 | 0 | 0 | |
Net (Loss) Income | $ 3,885 | $ (169) | $ 5,179 | |
Net (loss) income per share available to common stockholders | ||||
Basic and diluted | $ 3,497 | $ (152) | $ 4,662 | |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 1,111 | 1,111 | 1,111 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Receivables from Stockholder [Member] | (Accumulated Deficit) Retained Earnings [Member] | |
Balance (Predecessor [Member]) at Dec. 31, 2012 | $ 37,261 | $ 0 | $ 12,891 | $ 0 | $ 24,370 | |
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2012 | 1,111 | |||||
Distributions to stockholders | Predecessor [Member] | (11,133) | $ 0 | 0 | 0 | (11,133) | |
Net income (loss) | Predecessor [Member] | 5,179 | 0 | 0 | 0 | 5,179 | |
Balance (Predecessor [Member]) at Dec. 31, 2013 | 31,307 | $ 0 | 12,891 | 0 | 18,416 | |
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2013 | 1,111 | |||||
Distributions to stockholders | Predecessor [Member] | (8,181) | $ 0 | 0 | 0 | (8,181) | |
Net income (loss) | Predecessor [Member] | (169) | 0 | 0 | 0 | (169) | |
Balance (Predecessor [Member]) at Dec. 31, 2014 | 22,957 | $ 0 | 12,891 | 0 | 10,066 | |
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2014 | 1,111 | |||||
Stockholder note receivable | Predecessor [Member] | (2,500) | (2,500) | ||||
Distributions to stockholders | Predecessor [Member] | (9,148) | $ 0 | 0 | 0 | (9,148) | |
Net income (loss) | Predecessor [Member] | 3,885 | 0 | 0 | 0 | 3,885 | |
Balance (Predecessor [Member]) at Nov. 23, 2015 | 15,194 | $ 0 | 12,891 | (2,500) | 4,803 | |
Balance (in shares) (Predecessor [Member]) at Nov. 23, 2015 | 1,111 | |||||
Elimination of Predecessor common stock, additional paid-in capital, and retained earnings | Predecessor [Member] | (15,194) | $ 0 | (12,891) | 2,500 | (4,803) | |
Elimination of Predecessor common stock, additional paid-in capital, and retained earnings (in shares) | Predecessor [Member] | (1,111) | |||||
Adjustment to reflect STG Group, Inc. common stock, additional paid-in capital, and accumulated deficit (Note 1) | Predecessor [Member] | [1] | (1,011) | $ 0 | 6,939 | 0 | (7,950) |
Adjustment to reflect STG Group, Inc. common stock, additional paid-in capital, and accumulated deficit (Note 1) (in shares) | Predecessor [Member] | [1] | 3,027,986 | ||||
Issuance of common stock to Predecessor stockholders in conjunction with the Business Combination (Note 2) | Predecessor [Member] | 82,632 | $ 1 | 82,631 | 0 | 0 | |
Issuance of common stock to Predecessor stockholders in conjunction with the Business Combination (Note 2) (in shares) | Predecessor [Member] | 9,716,873 | |||||
Issuance of common stock to Sponsor (Note 11) | Predecessor [Member] | 10,950 | $ 0 | 10,950 | 0 | 0 | |
Issuance of common stock to Sponsor (Note 11) (in shares) | Predecessor [Member] | 1,030,103 | |||||
Common stock dividends declared | [2] | 0 | $ 1 | (1) | 0 | 0 |
Common stock dividends declared (in shares) | [2] | 2,332,109 | ||||
Stock-based compensation | 28 | $ 0 | 28 | 0 | 0 | |
Net income (loss) | (254) | 0 | 0 | 0 | (254) | |
Balance (Predecessor [Member]) at Dec. 31, 2015 | 92,571 | 1 | 100,520 | 0 | (7,950) | |
Balance at Dec. 31, 2015 | $ 92,345 | $ 2 | $ 100,547 | $ 0 | $ (8,204) | |
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2015 | 13,774,962 | |||||
Balance (in shares) at Dec. 31, 2015 | 16,107,071 | |||||
[1] | Adjustment to reflect STG Group, Inc. common stock, additional paid-in capital, and accumulated deficit is net of 2,031,383 shares of common stock redeemed, which reduced common stock and additional paid-in capital by $21,594 (Note 11). | |||||
[2] | The Company declared a dividend of one share of common stock for every 1.06 shares of common stock payable to stockholders of record immediately following the consummation of the Business Combination. Certain stockholders forfeited this right to receive the dividends as described further in Note 11. |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - Common Stock [Member] $ in Thousands | 1 Months Ended |
Dec. 31, 2015USD ($)shares | |
Stock Redeemed or Called During Period, Shares | shares | 2,031,383 |
Stock Redeemed or Called During Period, Value | $ | $ 21,594 |
Dividends Payable, Nature | one share of common stock for every 1.06 shares of common stock |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities | ||||
Net (loss) income | $ (254) | |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Provision for bad debt | 0 | |||
Lease termination costs | 0 | |||
Deferred rent | 66 | |||
Deferred taxes | (1,598) | |||
Amortization of deferred financing costs | 119 | |||
Depreciation and amortization of property and equipment | 57 | |||
Amortization of intangible assets | 852 | |||
Impairment of goodwill | 0 | |||
Impairment of other intangible assets | 0 | |||
Net loss on disposal of property and equipment | 0 | |||
Stock-based compensation | 28 | |||
(Increase) decrease in: | ||||
Contract receivables | 1,530 | |||
Prepaid expenses and other current assets | 527 | |||
Other assets | (356) | |||
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | (6,395) | |||
Accrued payroll and related liabilities | (4,321) | |||
Billings in excess of revenue recognized | 142 | |||
Net cash (used in) provided by operating activities | (9,603) | |||
Cash Flows From Investing Activities | ||||
Acquisition of Predecessor business, net of cash acquired of $2,184 | (69,216) | |||
Proceeds from the sale of property and equipment | 0 | |||
Purchases of property and equipment | (10) | |||
Net cash used in investing activities | (69,226) | |||
Cash Flows From Financing Activities | ||||
Increase in restricted cash and cash equivalents | 0 | |||
Net repayments of line-of-credit | 0 | |||
Increase (decrease) in outstanding checks in excess of bank balance | 0 | |||
Proceeds from long-term debt | 81,750 | |||
Payments on long-term debt | (512) | |||
Payments on note to Sponsor | (4,986) | |||
Deferred financing costs | (6,357) | |||
Deferred underwriters' fees | (1,898) | |||
Proceeds from issuance of common stock to Sponsor | 10,950 | |||
Note receivable issued to Predecessor stockholder | 0 | |||
Distributions to stockholders | 0 | |||
Net cash provided by (used in) financing activities | 78,957 | |||
Net (decrease) increase in cash and cash equivalents | 118 | |||
Cash and Cash Equivalents | ||||
Beginning | 8,385 | |||
Ending | 8,503 | $ 8,385 | ||
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | 779 | |||
Cash paid for income taxes | 0 | |||
Supplemental Disclosures of Non-Cash Investing Activities | ||||
Change in investments held in Rabbi Trust | 113 | |||
Change in deferred compensation plan | (113) | |||
Property And Equipment Distributed To Predecessor Stockholder | 0 | |||
Issuance of 9,681,873 shares of common stock to Predecessor stockholder | 82,632 | |||
Predecessor [Member] | ||||
Cash Flows From Operating Activities | ||||
Net (loss) income | 3,885 | $ (169) | $ 5,179 | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Provision for bad debt | 0 | 200 | (420) | |
Lease termination costs | 703 | 0 | 0 | |
Deferred rent | (40) | (1,009) | 62 | |
Deferred taxes | (90) | 0 | 0 | |
Amortization of deferred financing costs | 0 | 0 | 0 | |
Depreciation and amortization of property and equipment | 842 | 1,179 | 1,162 | |
Amortization of intangible assets | 710 | 625 | 1,633 | |
Impairment of goodwill | 2,064 | 5,117 | 1,655 | |
Impairment of other intangible assets | 2,970 | 906 | 1,811 | 0 |
Net loss on disposal of property and equipment | 1,113 | 40 | 0 | |
Stock-based compensation | 0 | 0 | 0 | |
(Increase) decrease in: | ||||
Contract receivables | 13,163 | 7,049 | 4,473 | |
Prepaid expenses and other current assets | 425 | 1,695 | (543) | |
Other assets | 24 | 80 | 45 | |
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | 9,254 | (2,306) | (1,895) | |
Accrued payroll and related liabilities | 1,589 | (413) | 425 | |
Billings in excess of revenue recognized | (125) | 92 | (24) | |
Net cash (used in) provided by operating activities | 34,423 | 13,991 | 11,752 | |
Cash Flows From Investing Activities | ||||
Acquisition of Predecessor business, net of cash acquired of $2,184 | 0 | 0 | 0 | |
Proceeds from the sale of property and equipment | 16 | 0 | 0 | |
Purchases of property and equipment | (1,397) | (1,280) | (839) | |
Net cash used in investing activities | (1,381) | (1,280) | (839) | |
Cash Flows From Financing Activities | ||||
Increase in restricted cash and cash equivalents | 0 | 0 | 806 | |
Net repayments of line-of-credit | (13,520) | (6,517) | (3,514) | |
Increase (decrease) in outstanding checks in excess of bank balance | (6,141) | 2,172 | 2,663 | |
Proceeds from long-term debt | 0 | 0 | 0 | |
Payments on long-term debt | 0 | 0 | 0 | |
Payments on note to Sponsor | 0 | 0 | 0 | |
Deferred financing costs | 0 | 0 | 0 | |
Deferred underwriters' fees | 0 | 0 | 0 | |
Proceeds from issuance of common stock to Sponsor | 0 | 0 | 0 | |
Note receivable issued to Predecessor stockholder | (2,500) | 0 | 0 | |
Distributions to stockholders | (9,037) | (8,181) | (11,133) | |
Net cash provided by (used in) financing activities | (31,198) | (12,526) | (11,178) | |
Net (decrease) increase in cash and cash equivalents | 1,844 | 185 | (265) | |
Cash and Cash Equivalents | ||||
Beginning | $ 2,184 | 340 | 155 | 420 |
Ending | 2,184 | 340 | 155 | |
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | 16 | 70 | 126 | |
Cash paid for income taxes | 184 | 0 | 0 | |
Supplemental Disclosures of Non-Cash Investing Activities | ||||
Change in investments held in Rabbi Trust | 320 | 615 | 1,228 | |
Change in deferred compensation plan | (320) | (615) | (1,228) | |
Property And Equipment Distributed To Predecessor Stockholder | 111 | 0 | 0 | |
Issuance of 9,681,873 shares of common stock to Predecessor stockholder | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015shares | |
Issuance Of Common Stock Shares Issued | 9,681,873 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Nature of Business and Significant Accounting Policies The Company provides enterprise engineering, telecommunications, information management and security products and services to the federal government and commercial businesses. Segment information is not presented since all of the Company’s revenue is attributed to a single reportable segment. STG Group was incorporated in the State of Delaware on July 12, 2012, for the purpose of holding shares of STG, Inc. (STG) and the ownership interests of other entities in the future. Concurrent with the incorporation of STG Group, STG became a wholly-owned subsidiary of STG Group. Effective July 27, 2012, STG Ventures, LLC (STG Ventures) was created and its sole member was STG Group. On October 24, 2012, STG Netherlands, B.V. (STG Netherlands) was created as a cooperative in Amsterdam, and is 99 1 49 51 STG Ventures, STG Netherlands and STG Doha did not have significant activity from the dates of inception through the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and years ended December 31, 2014 and 2013, since any activity would be eliminated entirely upon consolidation with STG Group or with the Company. At the close of business on December 31, 2012, STG Group entered into a Reorganization and Acquisition Agreement with the stockholders of Access Systems, Incorporated (Access), a company incorporated under the laws of the Commonwealth of Virginia on June 15, 1992, to acquire all of the outstanding common stock of Access. Access provides software development and facilities management under contractual relationships, primarily with various agencies of the federal government. On January 2, 2013, STG Group contributed all of the outstanding common stock of Access to STG, Inc. As a result of the transfer, Access became STG, Inc.’s wholly-owned subsidiary. During the year ended December 31, 2013, STG Group formed STG Sentinel, LLC (Sentinel). During the year ended December 31, 2014, Sentinel formed STG Sentinel AFG, LLC (Sentinel AFG). STG Group is the sole member of Sentinel, which is the sole member of Sentinel AFG. There was no significant activity related to any of these subsidiaries formed during the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and years ended December 31, 2014 and 2013. A summary of the Company’s significant accounting policies follows: Basis of presentation and principles of consolidation: As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and STG Group is the acquiree and accounting predecessor. This determination was based upon an evaluation of facts which included, but was not limited to, consideration of the following: 1.) the relative voting rights of the stockholders in the combined entity after the Business Combination; 2.) the composition of the board of directors of the combined entity; 3.) the composition of the senior management team of the combined entity; 4.) and the cash consideration that was transferred by the Company to the acquiree’s shareholders. Based upon this evaluation, the preponderance of facts supported the conclusion that the Company was the accounting acquirer. The Company’s financial statement presentation distinguishes a “Predecessor” for STG Group for the periods up to and prior to the Closing Date. The Company was subsequently re-named as STG Group, Inc. and is the “Successor” for periods after the Closing Date, which includes the consolidation of STG Group subsequent to the Business Combination. The acquisition was accounted for as a business combination using the acquisition method of accounting, and Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. See Note 2 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the effective date of the acquisition, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and, therefore, are not comparable. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of STG Group, Inc. (Successor) and STG Group (Predecessor) and their wholly-owned subsidiaries, including STG Doha, which is consolidated under the variable interest entity model. Activity under STG Doha is immaterial to these consolidated financial statements. These entities are collectively referred to as the Company. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements Significant estimates embedded in the consolidated financial statements for the periods presented include revenue recognition on fixed-price contracts, the allowance for doubtful accounts, the valuation and useful lives of intangible assets, the length of certain customer relationships, useful lives of property and equipment, valuation of a Rabbi Trust and related deferred compensation liability, and share-based compensation. Estimates and assumptions are also used when determining the stock consideration and allocation of the purchase price in a business combination to the fair value of assets and liabilities and determining related useful lives. Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus a proportionate amount of the fee earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company considers performance-based fees, including award fees, under any contract type to be earned when it can demonstrate satisfaction of performance goals, based upon historical experience, or when the Company receives contractual notification from the customer that the fee has been earned. Revenue on time-and-materials contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses. Revenue on fixed-price contracts is primarily recognized using the proportional performance method of contract accounting. Unless it is determined as part of the Company’s regular contract performance review that overall progress on a contract is not consistent with costs expended to date, the Company determines the percentage completed based on the percentage of costs incurred to date in relation to total estimated costs expected upon completion of the contract. Revenue on other fixed-price service contracts is generally recognized on a straight-line basis over the contractual service period, unless the revenue is earned, or obligations fulfilled, in a different manner. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined and are recorded as forward loss liabilities in the consolidated financial statements. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Multiple agencies of the federal government directly or indirectly provided the majority of the Company’s contract revenue during the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the years ended December 31, 2014 and 2013. For the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, there were three, two, three, and four customers, respectively, that each provided revenue in excess of 10 89 75 84 91 Federal government contract costs, including indirect costs, are subject to audit and adjustment by the Defense Contract Audit Agency. Contract revenue has been recorded in amounts that are expected to be realized upon final settlement. For the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, there was one vendor 10 11 10 7 6.14 Investments held in Rabbi Trust: Contract receivables: Unbilled amounts represent costs and anticipated profits awaiting milestones to bill, contract retainages, award fees and fee withholdings, as well as amounts currently billable. In accordance with industry practice, contract receivables relating to long-term contracts are classified as current, even though portions of these amounts may not be realized within one year. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Management has recorded an allowance for contract receivables that are considered to be uncollectible. Both billed and unbilled receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Property and equipment: 0.91 1.81 Identifiable intangible assets: Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the business, estimation of the useful life over which cash flows will occur and determination of the weighted-average cost of capital. This discounted cash flow analysis is corroborated by top-down analysis, including a market assessment of enterprise value. The Company has elected to perform its annual analysis on October 1 each year at the reporting unit level and, during the Predecessor periods, had identified three reporting units with goodwill: DSTI, Seamast, and Access Systems. During the period from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, the Company recorded an impairment loss for goodwill of $ 2.06 5.12 1.66 As it related to the Predecessor operations in jurisdictions that do not recognize S corporations and after the conversion to a C Corporation, the Company recognizes deferred income taxes as accounted for under the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their income tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for effects of changes in tax laws and rates on the date of enactment. In accordance with authoritative guidance on accounting for uncertainty in income taxes issued by the FASB, management has evaluated the Company’s tax positions and has concluded that no uncertain tax positions were taken that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. Interest and penalties related to tax matters are recognized in tax expense. There was no accrued interest or penalties recorded during the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013. STG Group (Predecessor) is generally no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for the years ended December 31, 2011, and prior. Certain assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used. This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid. Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the reporting entity should use valuation models. The Company’s assets recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. Fair value measurement standards require an entity to maximize the use of observable inputs (such as quoted prices in active markets) and minimize the use of unobservable inputs (such as appraisals or other valuation techniques) to determine fair value. The inputs used in measuring fair value are categorized into three levels, as follows: Level 1 Inputs that are based upon quoted prices for identical instruments traded in active markets. Level 2 Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment. Level 3 Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. As of December 31, 2015 and 2014, the Company has no financial assets or liabilities that are categorized as Level 3. The Company has investments carried at fair value in mutual funds held in a Rabbi Trust, which is included in investments held in Rabbi Trust on the accompanying consolidated balance sheets. The Company does not measure non-financial assets and liabilities at fair value unless there is an event which requires this measurement. Debt issuance costs: Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 6.36 0.12 0.55 0.89 Net (loss) income per share: 33,336 diluted net (loss) income per share since they are anti-dilutive. Revenue from Contracts with Customers (Topic 606) In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In June 2014, the FASB issued ASU 2014-12, CompensationStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In February 2016, the FASB issued ASU 2016-05, Leases (Topic 842 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 2. Business Combination On June 8, 2015, the Company and the Predecessor Predecessor 68 3.4 8,578,199 445,161 35,000 8.50 5.6 8.50 658,513 1.0 621,238 2.50 Predecessor This is netted against the purchase price adjustments that were settled in cash. The Business Combination was completed after the close of business on November 23, 2015. Upon consummation of the Business Combination, the Predecessor The Company has recorded an allocation of the purchase price to the Predecessor Cash consideration: Cash consideration per Stock Purchase Agreement $ 68,000 Net working capital and other cash consideration adjustments 3,400 Total cash consideration 71,400 Stock consideration, including Conversion Shares 82,632 Total purchase price $ 154,032 Current assets $ 42,716 Property and equipment 1,745 Goodwill 113,589 Identifiable intangible assets 39,840 Other assets 166 Total assets acquired 198,056 Current liabilities 26,639 Deferred income taxes 11,903 Other long-term liabilities 5,482 Total liabilities assumed 44,024 Total purchase price 154,032 Less cash acquired 2,184 Total purchase price, net of cash acquired $ 151,848 Separately identifiable intangible assets are considered to be Level 3 fair value measurements and were valued by a third party valuation specialist. Intangible assets comprised of customer relationships for $ 26.38 13.46 20 The following unaudited pro forma financial information for the years ended December 31, 2015 and 2014, assumes the Business Combination occurred on January 1, 2014, after giving effect to certain adjustments for amortization, interest, and transaction-related expenses and income tax effects. There was also an adjustment to reverse the impairment charges taken on goodwill and other intangibles during these periods. The pro forma information is presented for illustrative purposes only and is not indicative of what actual results would have been if the acquisition had taken place on January 1, 2014, or of future results. (unaudited) 2015 2014 Contract revenue $ 193,645 $ 209,727 Operating income 3,134 (680) Net loss (3,134) (5,414) Net loss per share, basic and diluted (0.19) (0.34) The pro forma adjustments increased amortization and interest expense by $ 5.01 7.22 2.97 1.06 The pro forma adjustments increased amortization and interest expense by $ 6.65 8.44 0.55 6.93 3.46 |
Contract Receivables and Billin
Contract Receivables and Billings in Excess of Revenue Recognized | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Contract Receivables and Billings in Excess of Revenue Recognized Successor Predecessor December 31, 2015 December 31, 2014 Billed accounts receivable $ 27,875 $ 43,914 Unbilled accounts receivable 5,225 3,953 33,100 47,867 Less allowance for doubtful accounts (276) (350) $ 32,824 $ 47,517 Billing in excess of revenue recognized as of December 31, 2015 and 2014, is comprised primarily of billings from firm fixed-price contacts, where revenue is recognized in accordance with the percentage-of-completion method. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4. Property and Equipment Estimated Successor Predecessor Life December 31, 2015 December 31, 2014 Leasehold improvements Life of lease $ 1,316 $ 8,375 Computer hardware and software 1 - 3 years 329 3,223 Office furniture and equipment 1 - 7 years 110 607 Automobiles 5 years - 341 1,755 12,546 Less accumulated depreciation and amortization (57) (5,850) $ 1,698 $ 6,696 Depreciation and amortization expense on property and equipment totaled $ 0.06 0.84 1.18 1.16 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5. Intangible Assets and Goodwill Successor December 31, 2015 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 698 $ 25,682 Trade name 15 years 13,460 154 13,306 $ 39,840 $ 852 $ 38,988 Predecessor December 31, 2014 Estimated Accumulated Accumulated Life Cost Amortization Impairment Net Customer relationships 1 - 10 years $ 6,500 $ 1,689 $ 1,811 $ 3,000 Trade name 1 year 100 100 - - $ 6,600 $ 1,789 $ 1,811 $ 3,000 Amortization expense amounted to $ 0.85 0.71 0.63 1.63 Year Ending December 31, 2016 $ 7,003 2017 6,535 2018 5,600 2019 5,110 2020 4,537 Thereafter 10,203 $ 38,988 DSTI Seamast Access Total Balance, December 31, 2013, Predecessor $ 2,098 $ 1,898 $ 5,820 $ 9,816 Impairment loss (1,658) - (3,459) (5,117) Balance, December 31, 2014, Predecessor 440 1,898 2,361 4,699 Impairment loss - - (2,064) (2,064) Balance, November 23, 2015, Predecessor 440 1,898 297 2,635 Elimination of predecessor goodwill (440) (1,898) (297) (2,635) Acquisition of business - - - 113,589 Balance, December 31, 2015, Successor $ - $ - $ - $ 113,589 During the Predecessor periods, the Company had completed three acquisitions resulting in goodwill: DSTI, Seamast, and Access Systems. Subsequent to the Business Combination, the Company determined that there was one reporting unit and determined the carrying value of the reporting unit was equal to its fair value on the Closing Date. For the period from January 1, 2015 through November 23, 2015, the Company recorded an impairment loss on Access Systems’ goodwill of $ 2.06 3.46 1.66 1.66 0.91 1.81 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 6. Fair Value Measurements The Company has investments in mutual funds held in a Rabbi Trust which are classified as trading securities. The Rabbi Trust assets are used to fund amounts the Company owes to key managerial employees under the Company’s non-qualified deferred compensation plan (See Note 9). Based on the nature of the assets held, the Company uses quoted market prices in active markets for identical assets to determine fair values, which apply to Level 1 investments. Successor As of December 31, 2015 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 374 $ 374 $ - $ - US Equity Large Cap Value 48 48 - - US Equity Large Cap Blend 1,038 1,038 - - US Equity Mid Cap Growth 28 28 - - US Equity Mid Cap Value 1,795 1,795 - - US Equity Small Cap Growth 833 833 - - Growth Real Estate 25 25 - - International Equity 37 37 - - Fixed Income 158 158 - - Money Market Funds 181 181 - - Total $ 4,517 $ 4,517 $ - $ - Predecessor As of December 31, 2014 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 340 $ 340 $ - $ - US Equity Large Cap Value 68 68 - - US Equity Large Cap Blend 1,005 1,005 - - US Equity Mid Cap Growth 37 37 - - US Equity Mid Cap Value 1,853 1,853 - - US Equity Small Cap Growth 715 715 - - Growth Real Estate 40 40 - - International Equity 17 17 - - Fixed Income 67 67 - - Money Market Funds 168 168 - - Total $ 4,310 $ 4,310 $ - $ - The mark to market adjustments are recorded in other income (expense), net, in the accompanying consolidated statements of operations for the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, for a net investment (loss) income of ($0.14) million and $ 0.03 0.35 0.81 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7. Debt Successor Predecessor December 31, 2015 December 31, 2014 Term loan $ 81,239 $ - Predecessor line-of-credit - 13,520 81,239 13,520 Less: debt discount on term loan (6,237) - Less: current portion (2,555) - $ 72,447 $ 13,520 Credit Agreement (Successor): 81.75 15 90 November 23, 2020 6.36 The principal amount of the term loan amortizes in quarterly installments which increase after each annual period. The quarterly installments range from 0.625 2.500 At the Company’s election, the interest rate per annum applicable to all the facilities is based on a fluctuating rate of interest. The interest rate in effect as of December 31, 2015 was 8.80 6.80% plus the Base Rate (a) the base commercial lending rate of the Collateral Agent as publicly announced to be in effect from time to time, as adjusted by the Collateral Agent; (b) the sum of 0.50% per annum and the Federal Funds Rate (as defined in the Credit Agreement); (c) the daily one month LIBOR rate as published each business day in the Wall Street Journal for a one month period divided by a number equal to 1.00 minus the Reserve Percentage (as defined in the Credit Agreement) plus 100 basis points, as of such day and; (d) 2.00% The interest rate per annum for electing the Eurodollar Rate will be equal to the sum of 7.80% plus the Eurodollar Rate (a) the amount calculated by dividing (x) the rate which appears on the Bloomberg Page BBAM1, or the rate which is quoted by another authorized source, two business days prior to the commencement of any interest period as the LIBOR for such an amount by (y) a number equal to 1.00 minus the Reserve Percentage (as defined in the Credit Agreement) and; (b) 1.00% Advances under the revolving line-of-credit are limited by a borrowing base which may not exceed the lesser of (x) the difference between $15 million and amounts outstanding under letters of credit issued pursuant to the Credit Agreement; and (y) an amount equal to the sum of: (i) up to 85% of certain accounts receivable of the Company plus (ii) up to 100% of unrestricted cash on deposit in the Company’s accounts with the Collateral Agent, minus (iii) amounts outstanding under letters of credit issued pursuant to the Credit Agreement, minus (iv) reserves established by the Collateral Agent from time to time in its reasonable credit judgment exercised in good faith 15 The Company is also subject to certain provisions which will require mandatory prepayments of its term loan and has agreed to certain minimums for its fixed charge coverage ratio and consolidated EBITDA and certain maximums for its senior secured leverage ratio, as defined in the Credit Agreement. Year Ending December 31, 2016 $ 2,555 2017 4,496 2018 6,336 2019 6,131 2020 61,721 $ 81,239 Line-of-credit (Predecessor): (1) the sum of its billed accounts receivable and unbilled accounts receivable, less the balance in its doubtful accounts; or (2) $15 million up through the date of the Business Combination and $30 million at December 31, 2014 LIBOR plus 1.75% 30 13.52 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8. Commitments and Contingencies Operating leases: non-cancellable operating leases that expire at various dates through 2021. On March 25, 2015, the Company terminated a portion of an office lease agreement. The Company agreed to vacate the space no later than August 31, 2015. The remaining space is still under a lease agreement that expires on December 31, 2021 0.86 On April 8, 2015, the Company entered into a new lease agreement to lease space under an agreement which expires on September 30, 2020 The future minimum lease payments have not been reduced by minimum required rental income under sublease agreements totaling approximately $ 9.04 non-cancellable operating leases that have initial or remaining terms in excess of one year at December 31, 2015 (in thousands): Year Ending December 31, 2016 $ 3,254 2017 3,473 2018 2,602 2019 2,579 2020 2,350 Thereafter 1,754 $ 16,012 In conjunction with the principal office lease agreement, the Company was required to issue a letter-of-credit to the landlord as security for the new facility in the amount of $ 0.81 0.36 Rent expense, net of sublease income, aggregated to $ 0.19 2.25 3.28 4.83 Underwriters’ Agreement: 3.0 2.75 1.90 0.55 Legal matters: |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 9. Benefit Plans The Deferred Compensation Plan: 4.52 4.31 three year 0.01 0.05 0.10 0.08 401(k) profit sharing plan: 50 three year 50 0.25 1.57 2.09 2.12 Self-funded insurance plan: 0.13 9.5 10.56 9.96 0.94 0.96 Predecessor Management Incentive Plan: three year |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 10. Related Party Transactions A company owned by a party related to the majority stockholder of the Company is both a subcontractor to and customer of the Company on various contracts. As of December 31, 2015 and 2014, amounts due from this entity totaled $ 0.02 0.01 0.01 0.11 0.08 As of December 31, 2014, amounts due to this entity relating to work performed under subcontracts totaled $ 0.10 0.02 0.14 0.44 On September 15, 2015, the Company issued a note receivable to the Predecessor’s stockholder for $ 2.5 2.35 On November 23, 2015, Global Strategies Group (North America) Inc., an affiliate of the Sponsor, and the Company entered into a services agreement, pursuant to which the Company may retain Global Strategies Group (North America) Inc. from time to time to perform certain services: corporate development services such as assisting the Company in post-integration matters, regulatory compliance support services, financial services and financial reporting, business development and strategic services, marketing and public relations services, and human resources services. Global Strategies Group (North America) Inc. is an affiliate of both the Company and a Board member. Amounts paid and expensed under this agreement during the period from November 24, 2015 through December 31, 2015 totaled $ 0.04 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 11. Stockholders’ Equity On November 13, 2015, the Company held a special meeting in lieu of the 2015 Annual Meeting of the Stockholders where the Business Combination was approved by the Company’s stockholders. At the special meeting, 4,598,665 676,350 2,031,383 10.63 21.59 On November 23, 2015, the Company’s amended and restated certificate of incorporation authorized 110,000,000 100,000,000 0.0001 10,000,000 0.0001 At December 31, 2015, the Company had authorized for issuance 100,000,000 0.0001 16,107,071 Preferred Stock The Board of Directors of the Company is authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or noncumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Company at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. Backstop Purchase Agreement On November 23, 2015, the Company entered into a Second Amended and Restated Backstop Common Stock Purchase Agreement (“Backstop Purchase Agreement”) with the Sponsor of GDEF. The Backstop Purchase Agreement granted the Sponsor the right to purchase shares of common stock, at a price of $ 10.63 20,000,000 1,030,103 10.95 Common Stock Dividends The Company declared a dividend of one share of common stock for every 1.06 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 12. Stock Based Compensation In connection with the approval of the Business Combination, the 2015 Omnibus Incentive Plan (the Plan) was approved by stockholders to provide incentives to key employees, directors, and consultants of the Company and its subsidiaries. Awards under the Plan are generally not restricted for any specific form or structure and could include, without limitation, stock options, stock appreciation rights, dividend equivalent rights, restricted stock awards, cash-based awards, or other right or benefit under the Plan. The Plan allowed for the lesser of (i) 1.60 8 1.57 Upon completion of the Business Combination, the Company approved initial grants of non-qualified stock option awards under the Plan to the current independent members of the Board of Directors. The stock option awards expire in ten years from the date of grant and vest over a period of one year 20 30 40 40 12 100 0.03 0.09 0.92 Expected dividend yield 0 % Risk-free interest rate 1.7 % Expected option term 5.5 years Volatility 75.4 % Weighted-average fair value $ 3.46 The Company calculated the expected term of the stock option awards using the “simplified method” in accordance with the Securities and Exchange Commission Staff Accounting Bulletins No. 107 and 110 Weighted Average Weighted Remaining Average Contractual Term Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding, beginning of period - $ - Granted 33,336 5.40 Exercised - - Forfeited - - Outstanding, end of period 33,336 $ 5.40 9.92 $ - Exercisable, end of period - $ - - $ - There was no aggregate intrinsic value for the options outstanding and exercisable at December 31, 2015 because the exercise price exceeds the underlying share price as of December 31, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13. Income Taxes Successor Predecessor November 24, 2015 January 1, 2015 Through Through December 31, 2015 November 23, 2015 Current Federal $ - $ - State 13 734 13 734 Deferred Federal (1,337) - State (261) (90) (1,598) (90) Total income tax (benefit) provision $ (1,585) $ 644 Successor Predecessor November 24, 2015 January 1, 2015 Through Through December 31, 2015 November 23, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % State taxes net of Federal benefit 8.8 9.3 Benefit from S corporation election - (30.0) Non-deductible transaction costs (10.4) - Release of valuation allowance 51.4 - Permanent differences (0.1) - Other 1.4 - 86.1 % 14.3 % Deferred tax assets Deferred Compensation $ 1,445 Accrued expenses and reserves 929 Deferred rent 521 Net operating losses 476 3,371 Deferred tax liabilities Property and equipment (11) Intangible assets (13,575) (13,586) Net deferred tax liability $ (10,215) In connection with the Business Combination, STG Group (Predecessor) converted from a Subchapter S Corporation to a C Corporation. Prior to this, for the period from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, STG Group generally did not incur corporate level income taxes, exclusive of certain state level jurisdictions. In lieu of corporate income taxes, the Predecessor’s stockholder separately accounted for his pro-rata share of STG Group’s income, deductions, losses and credits. Therefore, the Company presented corporate level deferred tax assets and liabilities for solely the Successor period. For the year ended December 31, 2015, the Company recorded a valuation allowance release of $ 1.05 1.05 The Company’s gross net operating losses totaling approximately $ 1.22 2033 through 2035 totaling $ 2.4 12.6 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 14. Segment Information Segment information is not presented since all of the Company’s revenue and operations are attributed to a single reportable segment. In accordance with authoritative guidance on segment reporting under the FASB, the chief operating decision maker has been identified as the President. The President reviews operating results to make decisions about allocating resources and assessing performance for the entire company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 15. Subsequent Events The participants in the Deferred Compensation Plan were paid a distribution of their earnings to date through the consummation of the Business Combination. This distribution totaled $ 4.11 |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The Company provides enterprise engineering, telecommunications, information management and security products and services to the federal government and commercial businesses. Segment information is not presented since all of the Company’s revenue is attributed to a single reportable segment. STG Group was incorporated in the State of Delaware on July 12, 2012, for the purpose of holding shares of STG, Inc. (STG) and the ownership interests of other entities in the future. Concurrent with the incorporation of STG Group, STG became a wholly-owned subsidiary of STG Group. Effective July 27, 2012, STG Ventures, LLC (STG Ventures) was created and its sole member was STG Group. On October 24, 2012, STG Netherlands, B.V. (STG Netherlands) was created as a cooperative in Amsterdam, and is 99 1 49 51 STG Ventures, STG Netherlands and STG Doha did not have significant activity from the dates of inception through the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and years ended December 31, 2014 and 2013, since any activity would be eliminated entirely upon consolidation with STG Group or with the Company. At the close of business on December 31, 2012, STG Group entered into a Reorganization and Acquisition Agreement with the stockholders of Access Systems, Incorporated (Access), a company incorporated under the laws of the Commonwealth of Virginia on June 15, 1992, to acquire all of the outstanding common stock of Access. Access provides software development and facilities management under contractual relationships, primarily with various agencies of the federal government. On January 2, 2013, STG Group contributed all of the outstanding common stock of Access to STG, Inc. As a result of the transfer, Access became STG, Inc.’s wholly-owned subsidiary. During the year ended December 31, 2013, STG Group formed STG Sentinel, LLC (Sentinel). During the year ended December 31, 2014, Sentinel formed STG Sentinel AFG, LLC (Sentinel AFG). STG Group is the sole member of Sentinel, which is the sole member of Sentinel AFG. There was no significant activity related to any of these subsidiaries formed during the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and years ended December 31, 2014 and 2013. A summary of the Company’s significant accounting policies follows: |
Consolidation, Policy [Policy Text Block] | Basis of presentation and principles of consolidation: As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and STG Group is the acquiree and accounting predecessor. This determination was based upon an evaluation of facts which included, but was not limited to, consideration of the following: 1.) the relative voting rights of the stockholders in the combined entity after the Business Combination; 2.) the composition of the board of directors of the combined entity; 3.) the composition of the senior management team of the combined entity; 4.) and the cash consideration that was transferred by the Company to the acquiree’s shareholders. Based upon this evaluation, the preponderance of facts supported the conclusion that the Company was the accounting acquirer. The Company’s financial statement presentation distinguishes a “Predecessor” for STG Group for the periods up to and prior to the Closing Date. The Company was subsequently re-named as STG Group, Inc. and is the “Successor” for periods after the Closing Date, which includes the consolidation of STG Group subsequent to the Business Combination. The acquisition was accounted for as a business combination using the acquisition method of accounting, and Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. See Note 2 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the effective date of the acquisition, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and, therefore, are not comparable. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of STG Group, Inc. (Successor) and STG Group (Predecessor) and their wholly-owned subsidiaries, including STG Doha, which is consolidated under the variable interest entity model. Activity under STG Doha is immaterial to these consolidated financial statements. These entities are collectively referred to as the Company. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements |
Use of Estimates, Policy [Policy Text Block] | Use of estimates: Significant estimates embedded in the consolidated financial statements for the periods presented include revenue recognition on fixed-price contracts, the allowance for doubtful accounts, the valuation and useful lives of intangible assets, the length of certain customer relationships, useful lives of property and equipment, valuation of a Rabbi Trust and related deferred compensation liability, and share-based compensation. Estimates and assumptions are also used when determining the stock consideration and allocation of the purchase price in a business combination to the fair value of assets and liabilities and determining related useful lives. |
Revenue Recognition, Loyalty Programs [Policy Text Block] | Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus a proportionate amount of the fee earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company considers performance-based fees, including award fees, under any contract type to be earned when it can demonstrate satisfaction of performance goals, based upon historical experience, or when the Company receives contractual notification from the customer that the fee has been earned. Revenue on time-and-materials contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses. Revenue on fixed-price contracts is primarily recognized using the proportional performance method of contract accounting. Unless it is determined as part of the Company’s regular contract performance review that overall progress on a contract is not consistent with costs expended to date, the Company determines the percentage completed based on the percentage of costs incurred to date in relation to total estimated costs expected upon completion of the contract. Revenue on other fixed-price service contracts is generally recognized on a straight-line basis over the contractual service period, unless the revenue is earned, or obligations fulfilled, in a different manner. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined and are recorded as forward loss liabilities in the consolidated financial statements. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Multiple agencies of the federal government directly or indirectly provided the majority of the Company’s contract revenue during the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the years ended December 31, 2014 and 2013. For the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, there were three, two, three, and four customers, respectively, that each provided revenue in excess of 10 89 75 84 91 Federal government contract costs, including indirect costs, are subject to audit and adjustment by the Defense Contract Audit Agency. Contract revenue has been recorded in amounts that are expected to be realized upon final settlement. |
Cost of Sales, Policy [Policy Text Block] | For the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, there was one vendor 10 11 10 7 |
Cash and Cash Equivalents, Policy [Policy Text Block] | 6.14 |
Investments Held In Rabbi Trust [Policy Text Block] | Investments held in Rabbi Trust: |
Receivables, Policy [Policy Text Block] | Contract receivables: Unbilled amounts represent costs and anticipated profits awaiting milestones to bill, contract retainages, award fees and fee withholdings, as well as amounts currently billable. In accordance with industry practice, contract receivables relating to long-term contracts are classified as current, even though portions of these amounts may not be realized within one year. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Management has recorded an allowance for contract receivables that are considered to be uncollectible. Both billed and unbilled receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment: |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 0.91 1.81 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Identifiable intangible assets: |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill: Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the business, estimation of the useful life over which cash flows will occur and determination of the weighted-average cost of capital. This discounted cash flow analysis is corroborated by top-down analysis, including a market assessment of enterprise value. The Company has elected to perform its annual analysis on October 1 each year at the reporting unit level and, during the Predecessor periods, had identified three reporting units with goodwill: DSTI, Seamast, and Access Systems. During the period from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013, the Company recorded an impairment loss for goodwill of $ 2.06 5.12 1.66 |
Income Tax, Policy [Policy Text Block] | As it related to the Predecessor operations in jurisdictions that do not recognize S corporations and after the conversion to a C Corporation, the Company recognizes deferred income taxes as accounted for under the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their income tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for effects of changes in tax laws and rates on the date of enactment. In accordance with authoritative guidance on accounting for uncertainty in income taxes issued by the FASB, management has evaluated the Company’s tax positions and has concluded that no uncertain tax positions were taken that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. Interest and penalties related to tax matters are recognized in tax expense. There was no accrued interest or penalties recorded during the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015 and the years ended December 31, 2014 and 2013. STG Group (Predecessor) is generally no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for the years ended December 31, 2011, and prior. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Certain assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used. This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid. Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the reporting entity should use valuation models. The Company’s assets recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. Fair value measurement standards require an entity to maximize the use of observable inputs (such as quoted prices in active markets) and minimize the use of unobservable inputs (such as appraisals or other valuation techniques) to determine fair value. The inputs used in measuring fair value are categorized into three levels, as follows: Level 1 Inputs that are based upon quoted prices for identical instruments traded in active markets. Level 2 Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment. Level 3 Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. As of December 31, 2015 and 2014, the Company has no financial assets or liabilities that are categorized as Level 3. The Company has investments carried at fair value in mutual funds held in a Rabbi Trust, which is included in investments held in Rabbi Trust on the accompanying consolidated balance sheets. The Company does not measure non-financial assets and liabilities at fair value unless there is an event which requires this measurement. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | |
Debt issuance costs [Policy Text Block] | Debt issuance costs: Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 6.36 0.12 |
Business Combinations and Other Purchase of Business Transactions, Policy [Policy Text Block] | 0.55 0.89 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | |
Earnings Per Share, Policy [Policy Text Block] | Net (loss) income per share: 33,336 diluted net (loss) income per share since they are anti-dilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements: Revenue from Contracts with Customers (Topic 606) In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In June 2014, the FASB issued ASU 2014-12, CompensationStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In February 2016, the FASB issued ASU 2016-05, Leases (Topic 842 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash consideration: Cash consideration per Stock Purchase Agreement $ 68,000 Net working capital and other cash consideration adjustments 3,400 Total cash consideration 71,400 Stock consideration, including Conversion Shares 82,632 Total purchase price $ 154,032 Current assets $ 42,716 Property and equipment 1,745 Goodwill 113,589 Identifiable intangible assets 39,840 Other assets 166 Total assets acquired 198,056 Current liabilities 26,639 Deferred income taxes 11,903 Other long-term liabilities 5,482 Total liabilities assumed 44,024 Total purchase price 154,032 Less cash acquired 2,184 Total purchase price, net of cash acquired $ 151,848 |
Business Acquisition, Pro Forma Information [Table Text Block] | (unaudited) 2015 2014 Contract revenue $ 193,645 $ 209,727 Operating income 3,134 (680) Net loss (3,134) (5,414) Net loss per share, basic and diluted (0.19) (0.34) |
Contract Receivables and Bill26
Contract Receivables and Billings in Excess of Revenue Recognized (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Contract Receivables [Table Text Block] | Successor Predecessor December 31, 2015 December 31, 2014 Billed accounts receivable $ 27,875 $ 43,914 Unbilled accounts receivable 5,225 3,953 33,100 47,867 Less allowance for doubtful accounts (276) (350) $ 32,824 $ 47,517 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated Successor Predecessor Life December 31, 2015 December 31, 2014 Leasehold improvements Life of lease $ 1,316 $ 8,375 Computer hardware and software 1 - 3 years 329 3,223 Office furniture and equipment 1 - 7 years 110 607 Automobiles 5 years - 341 1,755 12,546 Less accumulated depreciation and amortization (57) (5,850) $ 1,698 $ 6,696 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Identifiable intangible assets as of December 31, 2015, consist of the following (in thousands): Successor December 31, 2015 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 698 $ 25,682 Trade name 15 years 13,460 154 13,306 $ 39,840 $ 852 $ 38,988 Predecessor December 31, 2014 Estimated Accumulated Accumulated Life Cost Amortization Impairment Net Customer relationships 1 - 10 years $ 6,500 $ 1,689 $ 1,811 $ 3,000 Trade name 1 year 100 100 - - $ 6,600 $ 1,789 $ 1,811 $ 3,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Ending December 31, 2016 $ 7,003 2017 6,535 2018 5,600 2019 5,110 2020 4,537 Thereafter 10,203 $ 38,988 |
Schedule of Goodwill [Table Text Block] | DSTI Seamast Access Total Balance, December 31, 2013, Predecessor $ 2,098 $ 1,898 $ 5,820 $ 9,816 Impairment loss (1,658) - (3,459) (5,117) Balance, December 31, 2014, Predecessor 440 1,898 2,361 4,699 Impairment loss - - (2,064) (2,064) Balance, November 23, 2015, Predecessor 440 1,898 297 2,635 Elimination of predecessor goodwill (440) (1,898) (297) (2,635) Acquisition of business - - - 113,589 Balance, December 31, 2015, Successor $ - $ - $ - $ 113,589 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following tables set forth the fair values of financial assets that are measured at fair value on a recurring basis as of December 31, 2015 and 2014, (in thousands): Successor As of December 31, 2015 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 374 $ 374 $ - $ - US Equity Large Cap Value 48 48 - - US Equity Large Cap Blend 1,038 1,038 - - US Equity Mid Cap Growth 28 28 - - US Equity Mid Cap Value 1,795 1,795 - - US Equity Small Cap Growth 833 833 - - Growth Real Estate 25 25 - - International Equity 37 37 - - Fixed Income 158 158 - - Money Market Funds 181 181 - - Total $ 4,517 $ 4,517 $ - $ - Predecessor As of December 31, 2014 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 340 $ 340 $ - $ - US Equity Large Cap Value 68 68 - - US Equity Large Cap Blend 1,005 1,005 - - US Equity Mid Cap Growth 37 37 - - US Equity Mid Cap Value 1,853 1,853 - - US Equity Small Cap Growth 715 715 - - Growth Real Estate 40 40 - - International Equity 17 17 - - Fixed Income 67 67 - - Money Market Funds 168 168 - - Total $ 4,310 $ 4,310 $ - $ - |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Successor Predecessor December 31, 2015 December 31, 2014 Term loan $ 81,239 $ - Predecessor line-of-credit - 13,520 81,239 13,520 Less: debt discount on term loan (6,237) - Less: current portion (2,555) - $ 72,447 $ 13,520 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ending December 31, 2016 $ 2,555 2017 4,496 2018 6,336 2019 6,131 2020 61,721 $ 81,239 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | non-cancellable operating leases that have initial or remaining terms in excess of one year at December 31, 2015 (in thousands): Year Ending December 31, 2016 $ 3,254 2017 3,473 2018 2,602 2019 2,579 2020 2,350 Thereafter 1,754 $ 16,012 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option is estimated on the date of grant using the Black-Scholes model that uses the following assumptions: Expected dividend yield 0 % Risk-free interest rate 1.7 % Expected option term 5.5 years Volatility 75.4 % Weighted-average fair value $ 3.46 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Weighted Remaining Average Contractual Term Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding, beginning of period - $ - Granted 33,336 5.40 Exercised - - Forfeited - - Outstanding, end of period 33,336 $ 5.40 9.92 $ - Exercisable, end of period - $ - - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Successor Predecessor November 24, 2015 January 1, 2015 Through Through December 31, 2015 November 23, 2015 Current Federal $ - $ - State 13 734 13 734 Deferred Federal (1,337) - State (261) (90) (1,598) (90) Total income tax (benefit) provision $ (1,585) $ 644 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax (benefit) expense recognized in the accompanying consolidated statements of operations differs from the amounts computed by applying the Federal income tax rate to earnings before income tax (benefit) expense. Successor Predecessor November 24, 2015 January 1, 2015 Through Through December 31, 2015 November 23, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % State taxes net of Federal benefit 8.8 9.3 Benefit from S corporation election - (30.0) Non-deductible transaction costs (10.4) - Release of valuation allowance 51.4 - Permanent differences (0.1) - Other 1.4 - 86.1 % 14.3 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets Deferred Compensation $ 1,445 Accrued expenses and reserves 929 Deferred rent 521 Net operating losses 476 3,371 Deferred tax liabilities Property and equipment (11) Intangible assets (13,575) (13,586) Net deferred tax liability $ (10,215) |
Nature of Business and Signif34
Nature of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Sale of Stock, Percentage of Ownership after Transaction | 99.00% | |||||
Percentage of Ownership Interest | 1.00% | |||||
Bank Overdrafts | $ 0 | $ 0 | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | |||||
Goodwill, Impairment Loss | 0 | |||||
Debt Issuance Cost | 6,360 | |||||
Amortization of Debt Discount (Premium) | 120 | |||||
Business Acquisition, Transaction Costs | $ 550 | $ 550 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 33,336 | 0 | 33,336 | |||
Predecessor [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Bank Overdrafts | $ 6,140 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 2,970 | $ 906 | 1,811 | $ 0 | ||
Goodwill, Impairment Loss | 2,064 | $ 5,117 | $ 1,655 | |||
Debt Issuance Cost | $ 6,360 | |||||
Business Acquisition, Transaction Costs | $ 890 | |||||
Sales Revenue, Net [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Customer | three | |||||
Concentration Risk, Percentage | 89.00% | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Sales Revenue, Net [Member] | Predecessor [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Customer | two | three | four | |||
Concentration Risk, Percentage | 75.00% | 84.00% | 91.00% | |||
Cost of Goods, Product Line [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Concentration Risk, Supplier | one vendor | |||||
Cost of Goods, Product Line [Member] | Predecessor [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Percentage | 11.00% | 10.00% | 7.00% | |||
Concentration Risk, Supplier | one vendor | one vendor | one vendor | |||
STG Netherlands [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Percentage of Ownership Interest | 49.00% | |||||
Pro-Partnership [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 51.00% |
Business Combination (Details)
Business Combination (Details) $ in Thousands | 1 Months Ended |
Dec. 31, 2015USD ($) | |
Cash consideration: | |
Cash consideration per Stock Purchase Agreement | $ 68,000 |
Net Working Capital And Other Cash Consideration Adjustments | 3,400 |
Total cash consideration | 71,400 |
Stock consideration, including Conversion Shares | 82,632 |
Total purchase price | 154,032 |
Current assets | 42,716 |
Property and equipment | 1,745 |
Goodwill | 113,589 |
Identifiable intangible assets | 39,840 |
Other assets | 166 |
Total assets acquired | 198,056 |
Current liabilities | 26,639 |
Deferred income taxes | 11,903 |
Other long-term liabilities | 5,482 |
Total liabilities assumed | 44,024 |
Total purchase price | 154,032 |
Less cash acquired | (2,184) |
Total purchase price, net of cash acquired | $ 151,848 |
Business Combination (Details 1
Business Combination (Details 1) - Predecessor [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Pro Forma Of Financial Information [Line Items] | ||
Contract revenue | $ 193,645 | $ 209,727 |
Operating income | 3,134 | (680) |
Net loss | $ (3,134) | $ (5,414) |
Net loss per share, basic and diluted | $ (0.19) | $ (0.34) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination Disclosure [Line Items] | ||||
Cash consideration per Stock Purchase Agreement | $ 68,000 | |||
Net Working Capital And Other Cash Consideration Adjustments | 3,400 | |||
Payments to Acquire Notes Receivable | 2,500 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | |||
Stock Based Transactions Discounted Rate | 20.00% | |||
Predecessor [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 2,970 | $ 906 | $ 1,811 | $ 0 |
Increased Amortization | 5,010 | 6,650 | ||
Increased Interest Expense | 7,220 | 8,440 | ||
Reversed Transaction Related Expenses | 1,440 | 550 | ||
Decreased Income Tax Benefit | 1,060 | $ 3,460 | ||
Customer Relationships [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | 26,380 | |||
Trade Names [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Indefinite-lived Intangible Assets Acquired | $ 13,460 | |||
Private Placement [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Stock Dividends, Shares, Total | 621,238 | |||
Private Placement [Member] | Common Stock [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Business Acquisition, Share Price | $ 8.50 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 5,600 | |||
Conversion of Stock, Shares Issued | 658,513 | |||
Stock Dividends Payable Amount Per Share Two | $ 1 | |||
Stock Dividends Payable Amount Per Share One | $ 1.06 | |||
STG Group Holdings Inc [Member] | Common Stock [Member] | ||||
Business Combination Disclosure [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 8,578,199 | |||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 445,161 | |||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 35,000 | |||
Business Acquisition, Share Price | $ 8.50 |
Contract Receivables and Bill38
Contract Receivables and Billings in Excess of Revenue Recognized (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Billed accounts receivable | $ 27,875 | |
Unbilled accounts receivable | 5,225 | |
Accounts Receivable, Gross | 33,100 | |
Less allowance for doubtful accounts | (276) | |
Accounts and Other Receivables, Net, Current | $ 32,824 | |
Predecessor [Member] | ||
Billed accounts receivable | $ 43,914 | |
Unbilled accounts receivable | 3,953 | |
Accounts Receivable, Gross | 47,867 | |
Less allowance for doubtful accounts | (350) | |
Accounts and Other Receivables, Net, Current | $ 47,517 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Gross | $ 1,755 | |
Less accumulated depreciation and amortization | (57) | |
Property, Plant and Equipment, Net, Total | $ 1,698 | |
Leasehold Improvements [Member] | ||
Estimated Life | Life of lease | |
Property, Plant and Equipment, Gross | $ 1,316 | |
Computer Hardware and Software [Member] | ||
Estimated Life | 1 - 3 years | |
Property, Plant and Equipment, Gross | $ 329 | |
Office Equipment [Member] | ||
Estimated Life | 1 - 7 years | |
Property, Plant and Equipment, Gross | $ 110 | |
Automobiles [Member] | ||
Estimated Life | 5 years | |
Property, Plant and Equipment, Gross | $ 0 | |
Predecessor [Member] | ||
Property, Plant and Equipment, Gross | $ 12,546 | |
Less accumulated depreciation and amortization | (5,850) | |
Property, Plant and Equipment, Net, Total | 6,696 | |
Predecessor [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 8,375 | |
Predecessor [Member] | Computer Hardware and Software [Member] | ||
Property, Plant and Equipment, Gross | 3,223 | |
Predecessor [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | 607 | |
Predecessor [Member] | Automobiles [Member] | ||
Property, Plant and Equipment, Gross | $ 341 |
Property and Equipment (Detai40
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation, Depletion and Amortization, Total | $ 60 | $ 840 | $ 1,180 | $ 1,160 |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cost | $ 39,840 | |
Accumulated Amortization | 852 | |
Net | $ 38,988 | |
Customer Relationships [Member] | ||
Estimated Life | 8 years | |
Cost | $ 26,380 | |
Accumulated Amortization | 698 | |
Net | $ 25,682 | |
Trade name | ||
Estimated Life | 15 years | |
Cost | $ 13,460 | |
Accumulated Amortization | 154 | |
Net | $ 13,306 | |
Predecessor [Member] | ||
Cost | $ 6,600 | |
Accumulated Amortization | 1,789 | |
Accumulated Impairment | 1,811 | |
Net | 3,000 | |
Predecessor [Member] | Customer Relationships [Member] | ||
Cost | 6,500 | |
Accumulated Amortization | 1,689 | |
Accumulated Impairment | 1,811 | |
Net | $ 3,000 | |
Predecessor [Member] | Customer Relationships [Member] | Maximum [Member] | ||
Estimated Life | 10 years | |
Predecessor [Member] | Customer Relationships [Member] | Minimum [Member] | ||
Estimated Life | 1 year | |
Predecessor [Member] | Trade name | ||
Estimated Life | 1 year | |
Cost | $ 100 | |
Accumulated Amortization | 100 | |
Accumulated Impairment | 0 | |
Net | $ 0 |
Intangible Assets and Goodwil42
Intangible Assets and Goodwill (Details 1) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 7,003 |
2,017 | 6,535 |
2,018 | 5,600 |
2,019 | 5,110 |
2,020 | 4,537 |
Thereafter | 10,203 |
Finite-Lived Intangible Assets, Net, Beginning Balance | $ 38,988 |
Intangible Assets and Goodwil43
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Impairment loss | $ 0 | |||
Elimination of predecessor goodwill | (2,635) | |||
Acquisition of business | 113,589 | |||
Goodwill | 113,589 | |||
DSTI [Member] | ||||
Elimination of predecessor goodwill | (440) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | |||
Seamast [Member] | ||||
Elimination of predecessor goodwill | (1,898) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | |||
Access [Member] | ||||
Impairment loss | $ (2,060) | |||
Elimination of predecessor goodwill | (297) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | |||
Predecessor [Member] | ||||
Goodwill | 2,635 | 4,699 | $ 9,816 | |
Impairment loss | (2,064) | (5,117) | $ (1,655) | |
Goodwill | 2,635 | 4,699 | 9,816 | |
Predecessor [Member] | DSTI [Member] | ||||
Goodwill | 440 | 440 | 2,098 | |
Impairment loss | 0 | (1,658) | ||
Goodwill | 440 | 440 | 2,098 | |
Predecessor [Member] | Seamast [Member] | ||||
Goodwill | 1,898 | 1,898 | 1,898 | |
Impairment loss | 0 | 0 | ||
Goodwill | 1,898 | 1,898 | 1,898 | |
Predecessor [Member] | Access [Member] | ||||
Goodwill | $ 297 | 2,361 | 5,820 | |
Impairment loss | (2,064) | (3,459) | (1,660) | |
Goodwill | $ 297 | $ 2,361 | $ 5,820 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amortization of Intangible Assets | $ 852 | |||
Goodwill, Impairment Loss | $ 0 | |||
Predecessor [Member] | ||||
Amortization of Intangible Assets | $ 710 | $ 630 | $ 1,630 | |
Goodwill, Impairment Loss | 2,064 | 5,117 | 1,655 | |
Access [Member] | ||||
Goodwill, Impairment Loss | 2,060 | |||
Access [Member] | Predecessor [Member] | ||||
Goodwill, Impairment Loss | 2,064 | 3,459 | $ 1,660 | |
Access [Member] | Customer Relationships [Member] | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | 910 | |||
Access [Member] | Customer Relationships [Member] | Predecessor [Member] | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | 1,810 | |||
DSTI [Member] | Predecessor [Member] | ||||
Goodwill, Impairment Loss | $ 0 | $ 1,658 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investment Owned, at Fair Value | $ 4,517 | $ 4,310 |
Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 4,517 | 4,310 |
Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Growth [Member] | ||
Investment Owned, at Fair Value | 374 | 340 |
Mutual Funds [Member] | US Equity - Large Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 374 | 340 |
Mutual Funds [Member] | US Equity - Large Cap Growth [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Growth [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Value [Member] | ||
Investment Owned, at Fair Value | 48 | 68 |
Mutual Funds [Member] | US Equity - Large Cap Value [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 48 | 68 |
Mutual Funds [Member] | US Equity - Large Cap Value [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Value [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Blend [Member] | ||
Investment Owned, at Fair Value | 1,038 | 1,005 |
Mutual Funds [Member] | US Equity - Large Cap Blend [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 1,038 | 1,005 |
Mutual Funds [Member] | US Equity - Large Cap Blend [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Large Cap Blend [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Mid Cap Growth [Member] | ||
Investment Owned, at Fair Value | 28 | 37 |
Mutual Funds [Member] | US Equity - Mid Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 28 | 37 |
Mutual Funds [Member] | US Equity - Mid Cap Growth [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Mid Cap Growth [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Mid Cap Value [Member] | ||
Investment Owned, at Fair Value | 1,795 | 1,853 |
Mutual Funds [Member] | US Equity - Mid Cap Value [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 1,795 | 1,853 |
Mutual Funds [Member] | US Equity - Mid Cap Value [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Mid Cap Value [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Small Cap Growth [Member] | ||
Investment Owned, at Fair Value | 833 | 715 |
Mutual Funds [Member] | US Equity - Small Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 833 | 715 |
Mutual Funds [Member] | US Equity - Small Cap Growth [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Mutual Funds [Member] | US Equity - Small Cap Growth [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Growth Real Estate [Member] | ||
Investment Owned, at Fair Value | 25 | 40 |
Growth Real Estate [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 25 | 40 |
Growth Real Estate [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Growth Real Estate [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
International Equity [Member] | ||
Investment Owned, at Fair Value | 37 | 17 |
International Equity [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 37 | 17 |
International Equity [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
International Equity [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Fixed Income [Member] | ||
Investment Owned, at Fair Value | 158 | 67 |
Fixed Income [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 158 | 67 |
Fixed Income [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Fixed Income [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Money Market Funds [Member] | ||
Investment Owned, at Fair Value | 181 | 168 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 181 | 168 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | $ 0 | $ 0 |
Fair Value Measurements (Deta46
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investment Income, Net, Total | $ (140) | $ 30 | $ 350 | $ 810 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||
Long-term Debt, Total | $ 81,239 | |
Less: debt discount on term loan | (6,237) | |
Less: current portion | (2,555) | |
Long-term Debt, Excluding Current Maturities, Total | 72,447 | |
Loans Payable [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Total | 81,239 | |
Line of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Total | $ 0 | |
Predecessor [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Total | $ 13,520 | |
Less: debt discount on term loan | 0 | |
Less: current portion | 0 | |
Long-term Debt, Excluding Current Maturities, Total | 13,520 | |
Predecessor [Member] | Loans Payable [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Total | 0 | |
Predecessor [Member] | Line of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Long-term Debt, Total | $ 13,520 |
Debt (Details 1)
Debt (Details 1) $ in Thousands | Dec. 31, 2015USD ($) |
Short-term Debt [Line Items] | |
2,016 | $ 2,555 |
2,017 | 4,496 |
2,018 | 6,336 |
2,019 | 6,131 |
2,020 | 61,721 |
Long Term Debt, Total | $ 81,239 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Debt Issuance Cost | $ 6,360 | ||
Long-term Line of Credit | $ 15,000 | $ 15,000 | |
Predecessor [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Issuance Cost | 6,360 | ||
Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate During Period | 8.80% | ||
Debt Instrument, Description of Variable Rate Basis | (a) the base commercial lending rate of the Collateral Agent as publicly announced to be in effect from time to time, as adjusted by the Collateral Agent; (b) the sum of 0.50% per annum and the Federal Funds Rate (as defined in the Credit Agreement); (c) the daily one month LIBOR rate as published each business day in the Wall Street Journal for a one month period divided by a number equal to 1.00 minus the Reserve Percentage (as defined in the Credit Agreement) plus 100 basis points, as of such day and; (d) 2.00% | ||
Debt Instrument, Interest Rate, Basis for Effective Rate | 6.80% plus the Base Rate | ||
Eurodollar [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Description of Variable Rate Basis | (a) the amount calculated by dividing (x) the rate which appears on the Bloomberg Page BBAM1, or the rate which is quoted by another authorized source, two business days prior to the commencement of any interest period as the LIBOR for such an amount by (y) a number equal to 1.00 minus the Reserve Percentage (as defined in the Credit Agreement) and; (b) 1.00% | ||
Debt Instrument, Interest Rate, Basis for Effective Rate | 7.80% plus the Eurodollar Rate | ||
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument Quarterly Installments Percentage of Principal Amount | 0.625% | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument Quarterly Installments Percentage of Principal Amount | 2.50% | ||
Loans Payable [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | 81,750 | $ 81,750 | |
Debt Instrument, Maturity Date | Nov. 23, 2020 | ||
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | 15,000 | $ 15,000 | |
Debt Instrument, Maturity Date | Nov. 23, 2020 | ||
Line of Credit Facility, Description | Advances under the revolving line-of-credit are limited by a borrowing base which may not exceed the lesser of (x) the difference between $15 million and amounts outstanding under letters of credit issued pursuant to the Credit Agreement; and (y) an amount equal to the sum of: (i) up to 85% of certain accounts receivable of the Company plus (ii) up to 100% of unrestricted cash on deposit in the Companys accounts with the Collateral Agent, minus (iii) amounts outstanding under letters of credit issued pursuant to the Credit Agreement, minus (iv) reserves established by the Collateral Agent from time to time in its reasonable credit judgment exercised in good faith | ||
Line of Credit [Member] | Predecessor [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term Line of Credit | $ 13,520 | ||
Line of Credit Facility, Description | (1) the sum of its billed accounts receivable and unbilled accounts receivable, less the balance in its doubtful accounts; or (2) $15 million up through the date of the Business Combination and $30 million at December 31, 2014 | ||
Line of Credit Facility, Interest Rate Description | LIBOR plus 1.75% | ||
Uncommitted Accordion Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | $ 90,000 | $ 90,000 | |
Debt Instrument, Maturity Date | Nov. 23, 2020 | ||
Uncommitted Guidance Facility [Member] | Predecessor [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | $ 30,000 |
Commitments and Contingencies50
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | |
2,016 | $ 3,254 |
2,017 | 3,473 |
2,018 | 2,602 |
2,019 | 2,579 |
2,020 | 2,350 |
Thereafter | 1,754 |
Operating Leases, Future Minimum Payments Due, Total | $ 16,012 |
Commitments and Contingencies51
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Apr. 08, 2015 | Dec. 31, 2015 | Mar. 25, 2015 | Nov. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Commitments And Contingencies [Line Items] | |||||||
Letter Of Credit Required To Issue In Conjunction With Lease Agreement | $ 810 | ||||||
Letter Of Credit Can Be Reduced In Conjunction With Termination Agreement | 360 | ||||||
Lease Expiration Date | Sep. 30, 2020 | Dec. 31, 2021 | |||||
Gain (Loss) on Disposition of Property Plant Equipment, Total | $ (1,130) | ||||||
Gain (Loss) on Contract Termination | $ (700) | ||||||
Operating Leases, Rent Expense, Sublease Rentals | 9,040 | ||||||
Operating Leases, Rent Expense, Net, Total | $ 190 | $ 2,250 | $ 3,280 | $ 4,830 | |||
Property Subject to Operating Lease [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 860 | ||||||
Underwriter [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percentage Of Underwriting Discount | 3.00% | ||||||
Deferred Fees Percentage | 2.75% | ||||||
Payment of Underwriting Fees | $ 1,900 | ||||||
Payment of Additional Underwriting Fees | $ 550 |
Benefit Plans (Details Textual)
Benefit Plans (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Compensation Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Plan Assets | $ 4,520 | $ 4,520 | $ 4,310 | ||
Deferred Compensation Arrangement with Individual, Employer Contribution | 10 | $ 50 | 100 | $ 80 | |
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 3 years | ||||
401(k) profit sharing plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 50.00% | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 250 | 1,570 | 2,090 | 2,120 | |
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 3 years | ||||
Self-funded insurance plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 9,500 | $ 9,500 | 10,560 | $ 9,960 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 130 | ||||
Accrued Unpaid Liabilities Related To Claims Premiums and Administrative Fees | $ 940 | $ 940 | $ 960 | ||
Predecessor Management Incentive Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 3 years |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 15, 2015 | Nov. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||||
Due from Related Parties | $ 20 | $ 10 | |||
Revenue from Related Parties | 10 | $ 110 | 80 | ||
Due to Related Parties | 100 | ||||
Related Party Costs | $ 20 | $ 140 | $ 440 | ||
Proceeds from Related Party Debt | $ 2,500 | ||||
Related Party Transaction, Rate | 2.35% | ||||
Related Party Transaction, Amounts of Transaction | $ 40 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Common Stock Voted In Favor Of Business Combination Proposal | 4,598,665 | ||
Common Stock Voted Against Business Combination Proposal | 676,350 | ||
Capital Units, Authorized | 100,000,000 | 110,000,000 | 100,000,000 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.0001 | $ 0.001 |
Common Stock, Shares, Issued | 16,107,071 | 16,107,071 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Equity Redemption Price Per Share | $ 10.63 | ||
Stock Redeemed or Called During Period, Shares | 2,031,383 | ||
Stock Redeemed or Called During Period, Value | $ 21,594,000 | ||
Backstop Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Threshold Cash Amount | $ 20,000,000 | ||
Sale of Stock, Price Per Share | $ 10.63 | ||
Common Stock, Dividends, Per Share, Declared | $ 1.06 | ||
Backstop Purchase Agreement [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 1,030,103 | ||
Stock Issued During Period, Value, Issued for Services | $ 10,950,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.70% |
Expected option term | 5 years 6 months |
Volatility | 75.40% |
Weighted-average fair value | $ 3.46 |
Stock Based Compensation (Det56
Stock Based Compensation (Details 1) | 1 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Outstanding, beginning of period, Options | shares | 0 |
Granted, Options | shares | 33,336 |
Exercised, Options | shares | 0 |
Forfeited, Options | shares | 0 |
Outstanding, end of period, Options | shares | 33,336 |
Exercisable, end of period, Options | shares | 0 |
Outstanding, beginning of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | 5.40 |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Outstanding, end of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | 5.40 |
Exercisable, end of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years), Outstanding, end of period | 9 years 11 months 1 day |
Weighted Average Remaining Contractual Term (Years), Exercisable, end of period | 0 years |
Aggregate Intrinsic Value, Outstanding, end of period (in dollars) | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable, end of period (in dollars) | $ | $ 0 |
Stock Based Compensation (Det57
Stock Based Compensation (Details Textual) - Omnibus Incentive Plan 2015 [Member] shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 1,600 | 1,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 8.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 1,570 | 1,570 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |
Share Based Compensation Arrangement By Share Based Payment Award, Award Exercise Price Percentage Limit | 100.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ | $ 30 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ | $ 90 | $ 90 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months 1 day | |
Share-based Compensation Award, Tranche I [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 30 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | |
Share-based Compensation Award, Tranche II [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 40.00% | 40.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | |
Current | ||
Federal | $ 0 | |
State | 13 | |
Current Federal, State and Local, Tax Expense (Benefit), Total | 13 | |
Deferred | ||
Federal | (1,337) | |
State | (261) | |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (1,598) | |
Income Tax Expense (Benefit) | $ (1,585) | |
Predecessor [Member] | ||
Current | ||
Federal | $ 0 | |
State | 734 | |
Current Federal, State and Local, Tax Expense (Benefit), Total | 734 | |
Deferred | ||
Federal | 0 | |
State | (90) | |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (90) | |
Income Tax Expense (Benefit) | $ 644 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 1 Months Ended | 11 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | |
Tax at Federal statutory rate of 35% | 35.00% | |
State taxes - net of Federal benefit | 8.80% | |
Benefit from S corporation election | 0.00% | |
Non-deductible transaction costs | (10.40%) | |
Release of valuation allowance | 51.40% | |
Permanent differences | (0.10%) | |
Other | 1.40% | |
Effective Income Tax Rate Reconciliation, Percent, Total | 86.10% | |
Predecessor [Member] | ||
Tax at Federal statutory rate of 35% | 35.00% | |
State taxes - net of Federal benefit | 9.30% | |
Benefit from S corporation election | (30.00%) | |
Non-deductible transaction costs | 0.00% | |
Release of valuation allowance | 0.00% | |
Permanent differences | 0.00% | |
Other | 0.00% | |
Effective Income Tax Rate Reconciliation, Percent, Total | 14.30% |
Income Taxes (Details 2)
Income Taxes (Details 2) | Dec. 31, 2015USD ($) |
Deferred tax assets | |
Deferred Compensation | $ 1,445 |
Accrued expenses and reserves | 929 |
Deferred rent | 521 |
Net operating losses | 476 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 3,371 |
Deferred tax liabilities | |
Property and equipment | (11) |
Intangible assets | (13,575) |
Deferred Tax Liabilities, Net, Total | (13,586) |
Net deferred tax liability | $ (10,215) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Deferred Tax Assets, Valuation Allowance | $ 1,050 | $ 1,050 |
Long-term Debt, Total | 81,239 | 81,239 |
Operating Loss Carryforwards | 1,220 | $ 1,220 |
Operating Loss Carryforwards Expiration Year | 2033 through 2035 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,050 | |
STG Group [Member] | ||
Long-term Debt, Total | 12,600 | 12,600 |
Deferred Tax Assets, Net, Total | $ 2,400 | $ 2,400 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) $ in Thousands | Jan. 25, 2016USD ($) |
Subsequent Event [Member] | |
Deferred Compensation Arrangement with Individual, Distributions Paid | $ 4,110 |