Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | $ 2,762,373.25 | ||
Trading Symbol | STGG | ||
Entity Common Stock, Shares Outstanding | 16,625,849 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 7,841 | $ 8,503 |
Contract receivables, net | 28,784 | 32,824 |
Investments held in Rabbi Trust | 332 | 4,517 |
Prepaid expenses and other current assets | 2,294 | 1,357 |
Deferred income taxes | 0 | 2,415 |
Total current assets | 39,251 | 49,616 |
Property and equipment, net | 1,157 | 1,698 |
Goodwill | 72,313 | 113,589 |
Intangible assets, net | 31,984 | 38,988 |
Other assets | 423 | 432 |
Total assets | 145,128 | 204,323 |
Current Liabilities | ||
Long-term debt, current portion | 4,496 | 2,555 |
Accounts payable and accrued expenses | 11,683 | 9,605 |
Accrued payroll and related liabilities | 6,391 | 8,441 |
Income taxes payable | 0 | 561 |
Billings in excess of revenue recognized | 688 | 304 |
Deferred compensation plan | 332 | 4,517 |
Deferred rent | 228 | 81 |
Total current liabilities | 23,818 | 26,064 |
Long-term debt, net of current portion and discount | 72,522 | 72,447 |
Deferred income taxes | 6,354 | 12,630 |
Deferred rent | 743 | 837 |
Total liabilities | 98,609 | 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, 2016 and 2015 | 0 | 0 |
STG Group, Inc. (Successor) common stock; $0.0001 par value; 100,000,000 shares authorized; 16,603,449 shares issued and outstanding at December 31, 2016 and 16,107,071 shares issued and outstanding at December 31, 2015 | 2 | 2 |
Additional paid-in capital | 102,920 | 100,547 |
Accumulated deficit | (56,403) | (8,204) |
Total stockholders' equity | 46,519 | 92,345 |
Total liabilities and stockholders' equity | $ 145,128 | $ 204,323 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 16,603,449 | 16,107,071 |
Common Stock, Shares, Outstanding | 16,603,449 | 16,107,071 |
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, 2016 | Dec. 31, 2014 | |
Contract revenue | $ 17,300 | $ 164,055 | ||
Direct expenses | 11,702 | 111,263 | ||
Gross profit | 5,598 | 52,792 | ||
Indirect and selling expenses | 6,407 | 54,538 | ||
Impairment of goodwill | 0 | 41,276 | ||
Impairment of other intangible assets | 0 | 0 | ||
Operating Expenses, Total | 6,407 | 95,814 | ||
Operating (loss) income | (809) | (43,022) | ||
Other income (expense) | ||||
Other income (expense), net | (132) | (354) | ||
Interest expense | (898) | (8,725) | ||
Other (expense) income, net | (1,030) | (9,079) | ||
(Loss) income before income taxes | (1,839) | (52,101) | ||
Income tax (benefit) expense | (1,585) | (3,902) | ||
Net (loss) income | $ (254) | $ (48,199) | ||
Net (Loss) income per share available to common stockholders | ||||
Basic and diluted | $ (0.02) | $ (2.98) | ||
Weighted average number of common shares outstanding | ||||
Basic and diluted | 16,107,071 | 16,172,040 | ||
Predecessor [Member] | ||||
Contract revenue | $ 176,345 | $ 209,727 | ||
Direct expenses | 120,989 | 141,925 | ||
Gross profit | 55,356 | 67,802 | ||
Indirect and selling expenses | 47,837 | 61,286 | ||
Impairment of goodwill | 2,064 | 5,117 | ||
Impairment of other intangible assets | 906 | 1,811 | ||
Operating Expenses, Total | 50,807 | 68,214 | ||
Operating (loss) income | 4,549 | (412) | ||
Other income (expense) | ||||
Other income (expense), net | 37 | 313 | ||
Interest expense | (57) | (70) | ||
Other (expense) income, net | (20) | 243 | ||
(Loss) income before income taxes | 4,529 | (169) | ||
Income tax (benefit) expense | 644 | 0 | ||
Net (loss) income | $ 3,885 | $ (169) | ||
Net (Loss) income per share available to common stockholders | ||||
Basic and diluted | $ 3,497 | $ (152) | ||
Weighted average number of common shares outstanding | ||||
Basic and diluted | 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] | Stockholder Note Receivable [Member] | (Accumulated Deficit) Retained Earnings [Member] | |
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 | |||||
Issuance of common stock to Sponsor (Note 11) | 1,666 | $ 0 | 1,666 | |||
Issuance of common stock to Sponsor (Note 11) (in shares) | 462,778 | |||||
Restricted stock awards | 0 | $ 0 | 0 | 0 | 0 | |
Restricted stock awards (in shares) | 33,600 | |||||
Stock-based compensation | 707 | $ 0 | 707 | 0 | 0 | |
Net income (loss) | (48,199) | 0 | 0 | 0 | (48,199) | |
Balance at Dec. 31, 2016 | $ 46,519 | $ 0 | $ 102,920 | $ 0 | $ (56,403) | |
Balance (in shares) at Dec. 31, 2016 | 16,603,449 | |||||
[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) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)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, 2016 | Dec. 31, 2014 | |
Cash Flows From Operating Activities | ||||
Net (loss) income | $ (254) | $ (48,199) | ||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Bad debt expense (recoveries) | 0 | (210) | ||
Lease termination costs | 0 | 0 | ||
Deferred rent | 66 | 53 | ||
Deferred taxes | (1,598) | (3,861) | ||
Amortization of deferred financing costs | 119 | 1,409 | ||
Depreciation and amortization of property and equipment | 57 | 549 | ||
Amortization of intangible assets | 852 | 7,004 | ||
Impairment of goodwill | 0 | 41,276 | ||
Impairment of other intangible assets | 0 | 0 | ||
Net loss on disposal of property and equipment | 0 | 0 | ||
Stock-based compensation | 28 | 707 | ||
(Increase) decrease in: | ||||
Contract receivables | 1,530 | 4,250 | ||
Prepaid expenses and other current assets | 527 | (937) | ||
Other assets | (356) | 9 | ||
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | (6,395) | 2,078 | ||
Accrued payroll and related liabilities | (4,321) | (2,050) | ||
Income taxes payable | 0 | (561) | ||
Deferred compensation plan | 0 | (3,808) | ||
Billings in excess of revenue recognized | 142 | 384 | ||
Net cash (used in) provided by operating activities | (9,603) | (1,907) | ||
Cash Flows From Investing Activities | ||||
Acquisition of Predecessor business, net of cash acquired of $2,184 | (69,216) | 0 | ||
Proceeds from the sale of property and equipment | 0 | 0 | ||
Proceeds from sales of investments held in Rabbi Trust | 0 | 3,808 | ||
Purchases of property and equipment | (10) | (8) | ||
Net cash provided by (used in) investing activities | (69,226) | 3,800 | ||
Cash Flows From Financing Activities | ||||
Net repayments of line-of-credit | 0 | 0 | ||
Increase (decrease) in outstanding checks in excess of bank balance | 0 | 0 | ||
Proceeds from long-term debt | 81,750 | 0 | ||
Payments on long-term debt | (512) | (4,221) | ||
Payments on note to Sponsor | (4,986) | 0 | ||
Deferred financing costs | (6,357) | 0 | ||
Deferred underwriters' fees | (1,898) | 0 | ||
Proceeds from issuance of common stock to Shareholders | 10,950 | 1,666 | ||
Note receivable issued to Predecessor stockholder | 0 | 0 | ||
Distributions to stockholders | 0 | 0 | ||
Net cash (used in) provided by financing activities | 78,947 | (2,555) | ||
Net (decrease) increase in cash and cash equivalents | 118 | (662) | ||
Cash and Cash Equivalents | ||||
Beginning | 8,385 | 8,503 | ||
Ending | 8,503 | $ 8,385 | 7,841 | |
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | 779 | 7,316 | ||
Cash paid for income taxes | 0 | 615 | ||
Supplemental Disclosures of Non-Cash Investing Activities | ||||
Change in investments held in Rabbi Trust | 113 | 377 | ||
Change in deferred compensation plan | (113) | (377) | ||
Property and equipment distributed to Predecessor stockholder | 0 | 0 | ||
Issuance of 9,681,873 shares of common stock to Predecessor stockholder | 82,632 | $ 0 | ||
Predecessor [Member] | ||||
Cash Flows From Operating Activities | ||||
Net (loss) income | 3,885 | $ (169) | ||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Bad debt expense (recoveries) | 0 | 200 | ||
Lease termination costs | 703 | 0 | ||
Deferred rent | (40) | (1,009) | ||
Deferred taxes | (90) | 0 | ||
Amortization of deferred financing costs | 0 | 0 | ||
Depreciation and amortization of property and equipment | 842 | 1,179 | ||
Amortization of intangible assets | 710 | 625 | ||
Impairment of goodwill | 2,064 | 5,117 | ||
Impairment of other intangible assets | 906 | 1,811 | ||
Net loss on disposal of property and equipment | 1,113 | 40 | ||
Stock-based compensation | 0 | 0 | ||
(Increase) decrease in: | ||||
Contract receivables | 13,163 | 7,049 | ||
Prepaid expenses and other current assets | 425 | 1,695 | ||
Other assets | 24 | 80 | ||
Increase (decrease) in: | ||||
Accounts payable and accrued expenses | 9,254 | (2,306) | ||
Accrued payroll and related liabilities | 1,589 | (413) | ||
Income taxes payable | 0 | 0 | ||
Deferred compensation plan | 0 | 0 | ||
Billings in excess of revenue recognized | (125) | 92 | ||
Net cash (used in) provided by operating activities | 34,423 | 13,991 | ||
Cash Flows From Investing Activities | ||||
Acquisition of Predecessor business, net of cash acquired of $2,184 | 0 | 0 | ||
Proceeds from the sale of property and equipment | 16 | 0 | ||
Proceeds from sales of investments held in Rabbi Trust | 0 | 0 | ||
Purchases of property and equipment | (1,397) | (1,280) | ||
Net cash provided by (used in) investing activities | (1,381) | (1,280) | ||
Cash Flows From Financing Activities | ||||
Net repayments of line-of-credit | (13,520) | (6,517) | ||
Increase (decrease) in outstanding checks in excess of bank balance | (6,141) | 2,172 | ||
Proceeds from long-term debt | 0 | 0 | ||
Payments on long-term debt | 0 | 0 | ||
Payments on note to Sponsor | 0 | 0 | ||
Deferred financing costs | 0 | 0 | ||
Deferred underwriters' fees | 0 | 0 | ||
Proceeds from issuance of common stock to Shareholders | 0 | 0 | ||
Note receivable issued to Predecessor stockholder | (2,500) | 0 | ||
Distributions to stockholders | (9,037) | (8,181) | ||
Net cash (used in) provided by financing activities | (31,198) | (12,526) | ||
Net (decrease) increase in cash and cash equivalents | 1,844 | 185 | ||
Cash and Cash Equivalents | ||||
Beginning | $ 2,184 | 340 | 155 | |
Ending | 2,184 | 340 | ||
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | 16 | 70 | ||
Cash paid for income taxes | 184 | 0 | ||
Supplemental Disclosures of Non-Cash Investing Activities | ||||
Change in investments held in Rabbi Trust | 320 | 615 | ||
Change in deferred compensation plan | (320) | (615) | ||
Property and equipment distributed to Predecessor stockholder | 111 | 0 | ||
Issuance of 9,681,873 shares of common stock to Predecessor stockholder | $ 0 | $ 0 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Cash Acquired from Acquisition | $ | $ 2,184 |
Issuance Of Common Stock Shares Issued | shares | 9,681,873 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Nature of Business and Significant Accounting Policies Nature of business: 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% owned by STG Group and 1% owned by STG Ventures. Effective November 28, 2012, STG Doha, LLC (STG Doha) was incorporated in Doha, Qatar, and is 49% owned by STG Netherlands and 51% owned by Pro-Partnership, a local Qatar Company. STG Group holds full control over STG Doha due to an arrangement with the other partner, whereby the partner gives up ownership rights in lieu of a management fee paid to them by STG Group. STG Ventures, STG Netherlands and STG Doha did not have significant activity from the dates of inception through the year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and year ended December 31, 2014, 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 year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and year ended December 31, 2014. A summary of the Company’s significant accounting policies follows: Basis of presentation and principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). 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. Figures are expressed in thousands of dollars unless otherwise indicated. Going Concern Consideration: The Company was not in compliance with its financial covenants at September 30, 2016 or at December 31, 2016. At September 30, 2016, the non-compliance was cured by raising equity from stockholders’ (“Equity Cure”) as was allowed by the Lending Agreement. At December 31, 2016 the Company received a forbearance which expired on March 31, 2017. The Company entered into a Limited Waiver (“the Waiver”) from MC Admin Co LLC and other lenders under the Credit Agreement as of March 31, 2017, pursuant to which the lenders waived the Company’s non-compliance with the Specified Financial Covenants as of December 31, 2016. Based upon the preliminary results of operations through the first quarter of 2017, the Company anticipates that it will not be in compliance with the same financial covenants at March 31, 2017. One of the remedies the Lender has available to it, amongst others is the ability to accelerate repayment of the loan which the Company would not be able to immediately repay. The potential inability to meet financial covenants under the Company’s existing Credit Agreement and the potential acceleration of the debt by the Lender resulting in the reclassification of our debt from a long-term liability to a current liability due to the potential of future covenant defaults required us to evaluate whether there is substantial doubt regarding the Company’s ability to continue as a going concern. Management’s Plan to alleviate this condition is as follows: 1. Identify, qualify, and win new business to increase revenue and profits. 2. Complete the PSS transaction including the raising of equity and refinancing of our current Credit Agreement; or 3. Renegotiate the current Credit Agreement to obtain relief from the existing financial covenants and other terms. We considered the likelihood of refinancing the current Credit Agreement in connection with the PSS acquisition financing which contemplates new financial covenants and the renegotiation of the financial covenants in the event the acquisition of PSS is not completed. Based upon the executed term sheet for financing of the planned acquisition of the PSS which contemplates new financial covenants and discussions with our Lender regarding the need to renegotiate the existing financial covenants in the Credit Agreement in the event the acquisition is not completed, management determined that it was probable that the condition giving rise to the going concern evaluation has been sufficiently alleviated. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. 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, plant and equipment, valuation of a Rabbi Trust and related deferred compensation liability. Estimates and assumptions are also used when determining the allocation of the purchase price in a business combination to the fair value of assets and liabilities and determining related useful lives. Revenue recognition: 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 year ended December 31, 2016 and periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014. For the year ended December 31, 2016 and periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014, there were two, three, two, and three customers, respectively, that each provided revenue in excess of 10% of total revenue. These customers accounted for approximately 78%, 89%, 75%, and 84%, respectively, of the Company’s total revenue for the year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014. 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. Costs of revenue: For the year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014, there was one vendor that comprised approximately 16%, 10%, 11%, and 10%, of total direct expenses, respectively. Cash and cash equivalents: 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. Valuation of long-lived assets: Identifiable intangible assets: 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 December 31 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 year ended December 31, 2014, the Company recorded an impairment loss for goodwill of $2.1 million and $5.1 million, respectively. As of the Closing Date of the Business Combination, the Company determined that there was one reporting unit and as a result of acquisition accounting for the Business Combination, the carrying value of the reporting unit was equal to its fair value on the Closing Date. After performing a step zero analysis, no indicators of impairment were identified for the period from November 24, 2015 through December 31, 2015. For the year ended December 31, 2016, the Company has been unable to achieve its targeted revenue and profit forecasts; therefore, the Company recorded an impairment loss for goodwill of $41.3 million. Income taxes: The Company accounts for income taxes under FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes (ASC 740). At the end of each interim period, the Company estimates an annualized effective tax rate expected for the full year based on the most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. The Company uses this effective rate to provide for income taxes on a year-to-date basis, excluding the effect of significant 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 the Company has taken no uncertain tax positions that require adjustment to the quarterly condensed consolidated financial statements to comply with the provisions of this guidance. Interest and penalties related to tax matters are recognized in expense. There was no accrued interest or penalties recorded during the year ended December 31, 2016, for the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014. 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, 2013, and prior. Fair value of financial instruments 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, 2016 and 2015, 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. Financial credit risk: Debt issuance costs: Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Transaction-related expenses: The Company incurs transaction-related expenses primarily consisting of professional service fees and costs related to business acquisition activities. The Company recognized transaction-related expenses of approximately $2.6 million, $0.6 million, and $0.89 million, respectively, during the year ended December 31, 2016, the period from November 24, 2015 through December 31, 2015, and the period from January 1, 2015 through November 23, 2015, which primarily includes fees related to the Business Combination and related transactions, and the pending transaction disclosed further in Note 15. The transaction-related expenses were recognized as incurred within the respective Successor or Predecessor periods in accordance with the applicable accounting guidance on business combinations and classified with indirect and selling expenses on the consolidated statements of operations. Stock based compensation: Net (loss) income per share: Recent accounting pronouncements: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), In January 2017, the FASB issued ASU 2017-01, " Business Combinations (Topic 805) Clarifying the Definition of a Business", Business Combinations In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 provides guidance to simplify the subsequent measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test. Under the updates in ASU 2017-04, an entity should perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments of this ASU are effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The Company has not yet evaluated the impact, if any, that the adoption of ASU 2017-04 will have on our Consolidated Financial Statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combination After the close of business on November 23, 2015, the Company and STG Group completed the Business Combination in which the Company acquired STG Group from its current owner. The purchase price consisted of: (a) $ 68 3.4 8,578,199 445,161 35,000 8.50 5.6 8.50 658,513 2.5 Upon consummation of the Business Combination, the Predecessor changed its name to STG Group Holdings, Inc. and the Company changed its name from Global Defense & National Security Systems, Inc. to STG Group, Inc. The Company has recorded an allocation of the purchase price to the Predecessor’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the Business Combination date. 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 $ 26.4 13.5 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 $ 5.0 7.2 1.4 3.0 1.1 The pro forma adjustments increased amortization and interest expense by $ 6.7 8.4 0.6 7.0 3.5 There were no adjustments made to purchase price allocation during the year ended December 31, 2016. |
Contract Receivables and Billin
Contract Receivables and Billings in Excess of Revenue Recognized | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Contract Receivables and Billings in Excess of Revenue Recognized Successor December 31, 2016 December 31, 2015 Billed accounts receivable $ 21,588 $ 27,875 Unbilled accounts receivable 7,262 5,225 28,850 33,100 Less allowance for doubtful accounts (66) (276) $ 28,784 $ 32,824 Billing in excess of revenue recognized as of December 31, 2016 and 2015, is comprised primarily of billings from firm fixed-price contacts, where revenue is recognized in accordance with the proportional performance method. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4. Property and Equipment Estimated Successor Life December 31, 2016 December 31, 2015 Leasehold improvements Life of lease $ 1,324 $ 1,316 Computer hardware and software 1 - 3 years 329 329 Office furniture and equipment 1 - 7 years 110 110 1,763 1,755 Less accumulated depreciation and amortization (606) (57) $ 1,157 $ 1,698 Depreciation and amortization expense on property and equipment totaled $ 0.6 0.06 0.8 1.2 31 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5. Intangible Assets and Goodwill Successor December 31, 2016 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 6,136 $ 20,244 Trade name 15 years 13,460 1,720 11,740 $ 39,840 $ 7,856 $ 31,984 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 Amortization expense amounted to $ 7.0 0.9 0.7 0.6 Year Ending December 31, 2017 $ 6,535 2018 5,600 2019 5,111 2020 4,537 2021 3,191 Thereafter 7,010 $ 31,984 Predecessor Predecessor Predecessor Successor DSTI Seamast Access STG Group Total Balance, January 1, 2015, 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 - - - 113,589 113,589 Balance, December 31, 2015, Successor - - - 113,589 113,589 Impairment loss (41,276) (41,276) Balance, December 31, 2016, Successor $ - $ - $ - $ 72,313 $ 72,313 During the Predecessor periods, the Company 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 that the carrying value of the reporting unit was equal to its fair value on the Closing Date. For the year ended December 31, 2016, the Company recorded an impairment loss of $ 41.3 In performing the second step of the impairment testing, the Company’s third party valuation firm performed a theoretical purchase price allocation for the Company to determine the implied fair values of goodwill which were compared to the recorded amounts of goodwill for the Company’s sole reporting unit. Upon completion of the second step of the goodwill impairment test, the Company recorded a noncash goodwill impairment charge of $ 41.3 36 5 8 11 14 The goodwill impairment charges are recorded as impairment charges in the consolidated statements of operations. The assumptions that have the most significant impact on determination of the reporting unit fair value are the revenue growth rate, including 3 percent in the terminal year, maintaining adjusted EBITDA margins of 10 15.08 For the period from January 1, 2015 through November 23, 2015, the Company recorded an impairment loss on Access Systems’ goodwill of $ 2.0 3.5 1.7 0.91 1.8 The primary methods used to measure the impairment losses were the income method and the market approach. The significant unobservable inputs used were based on Company-specific information and included estimates of revenue, profit margins and discount rates. The Company used the two-step approach in measuring the impairment loss. In the second step, the implied value of the goodwill is estimated at the fair value of the reporting unit less the fair value of all other tangible and identifiable intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in the amount equal to that excess, not to exceed the carrying amount of the goodwill. Following an assessment of revenue, profit, and cash flow projections and the relevant discount rates, the Company did not record any impairment charges for the Successor period during the period from November 24, 2015 through December 31, 2015. Additionally, the Company performed an impairment test on its long-lived intangible assets. The first step of the impairment test is to compare the undiscounted cash flows of the asset group to the carrying amount. If the results of the test determine that the undiscounted cash flows of the asset group are less than the carrying amount, then an impairment exists and further testing is required. An impairment was not required as of December 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 67 $ 67 $ - $ - US Equity Large Cap Value 2 2 - - US Equity Large Cap Blend 84 84 - - US Equity Mid Cap Growth 2 2 - - US Equity Mid Cap Value 94 94 - - US Equity Small Cap Growth 73 73 - - International Equity 7 7 - - Fixed Income 1 1 - - Money Market Funds 2 2 - - Total $ 332 $ 332 $ - $ - 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 $ - $ - The mark to market adjustments are recorded in other income (expense), net, in the accompanying consolidated statements of operations for the year ended December 31, 2016, the periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and the year ended December 31, 2014, for a net investment (loss) income of $ 0.4 0.03 0.4 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Successor Successor December 31, 2016 December 31, 2015 Term loan 77,018 81,239 Less: debt discount on term loan (4,828) (6,237) Less: current portion (4,496) (2,555) $ 67,694 $ 72,447 Credit Agreement (Successor): In connection with the consummation of the Business Combination, all indebtedness under STG Group’s prior credit facility was repaid in full and the agreement was terminated. The Company replaced the prior credit facility and entered into a new facility (the Credit Agreement) with a different lending Group. The Credit Agreement provides for (a) a term loan in an aggregate principal amount of $ 81.8 15 90 November 23, 2020 6.4 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, 2016 and 2015 was 10.30 8.80 The Wall Street Journal The interest rate per annum for electing the Eurodollar Rate will be equal to the sum of 7.80% plus the Eurodollar Rate 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. The amount available under the line-of-credit was $15 million at December 31, 2016 (subject to lender consent) and 2015. 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. As of September 30, 2016, the Company did not meet the required consolidated senior secured leverage ratio and minimum consolidated EBITDA. The Company remained in compliance with the Credit Agreement as of September 30, 2016 by using a provision of the Credit Agreement that allowed the Company to cure (the "Cure Right") certain covenant non-compliance by issuances of common stock for cash and use of the proceeds to reduce the principal balance of the term loan. On November 14, 2016, the Company entered into Common Stock Purchase Agreements with Simon S. Lee Management Trust, for which Simon Lee, Chairman, is Trustee, and Phillip E. Lacombe, President and Chief Operating Officer (collectively, the “Investors”), that provided for the sale to the Investors of 462,778 3.60 1.7 As of December 31, 2016, the Company did not satisfy the covenants related to its required consolidated senior secured leverage ratio and minimum consolidated EBITDA. The Credit Agreement does not allow the Company to exercise the Cure Right in consecutive fiscal quarters; therefore, on February 24, 2017, the Company entered into a limited forbearance to credit agreement (the “Forbearance Agreement”) with MC Admin Co LLC and the other lenders under the Credit Agreement. In the Forbearance Agreement, the lenders agreed to forbear from exercising rights and remedies (including enforcement and collection actions), for which we agreed to pay a fee of up to $ 750,000 2 The Company entered into a Limited Waiver (“the Waiver”) from MC Admin Co LLC and other lenders under the Credit Agreement as of March 31, 2017, · Loans under the Credit Agreement are subject to additional interest at a rate of 2 until the earliest of (x) the date on which all loans are repaid and all commitments under the Credit Agreement are terminated, (y) the date we deliver the financial statements and certificates for the quarter ending March 31, 2017 showing that we are not in default under the Credit Agreement or (z) the date on which default interest is otherwise due under the Credit Agreement; · We must obtain lender consent prior to use of our revolving credit facility; and · We cannot effect a Cure Right in respect of the quarter ending March 31, 2017. The Credit Agreement also provides that the minimum consolidated EBITDA requirement will be increased on June 30, 2017. If our business continues to perform at the current level through that period, we do not expect to satisfy that covenant or the senior secured leverage ratio at that time, and it is likely that we will be in non-compliance at March 31, 2017. An inability to meet the required covenant levels could have a material adverse impact on us, including the need for us to effect an additional Cure Right or obtain additional forbearance or an amendment, waiver, or other changes in the Credit Agreement. The Credit Agreement does not allow the Company to exercise the Cure Right in consecutive fiscal quarters, more than three fiscal quarters in the aggregate, in more than two of any four fiscal quarters or for the quarter ending March 31, 2017. The amount allowed under the Cure Right may not exceed the lesser of $ 2.5 20 5 If we are not able to effect an amendment to the Credit Agreement, any future covenant non-compliance will give rise to an event of default thereunder if we are unable to effect a Cure Right or otherwise obtain forbearance or a waiver in which case the indebtedness under the Credit Agreement could be declared immediately due and payable, which could have a material adverse effect on the Company. In accordance with the terms of the Credit Agreement, and withstanding no acceleration of repayment of the debt, Year Ending December 31, 2017 $ 4,496 2018 6,336 2019 6,131 2020 60,055 $ 77,018 Line-of-credit (Predecessor): Until consummation of the Business Combination, the Company maintained a bank line-of-credit agreement, whereby the Company could borrow up to the lesser of either (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 (LIBOR) plus 1.75% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8. Commitments and Contingencies Operating leases: The Company leases office space and equipment under the terms of 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, and has been subleased under the terms of a sublease agreement. Because the Company vacated the space where its principal office was located, the Company disposed of the related leasehold improvements. There was a tenant improvement liability associated with the disposed assets. The Company recorded a loss on property and equipment of $ 1.1 0.7 0.8 0.9 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 $ 7.6 Year Ending December 31, 2017 $ 3,343 2018 2,591 2019 2,579 2020 2,350 2021 1,754 $ 12,617 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 $ 0.8 0.4 Rent expense, net of sublease income, aggregated to $ 1.9 0.2 2.3 3.3 Underwriters’ Agreement: In 2013, pursuant to their public offering, the Company entered into an agreement with their underwriters which entitled them to an underwriting discount of 3.0 2.75 1.9 0.6 Legal matters: From time to time the Company may be involved in litigation in the normal course of its business. Management does not expect that the resolution of these matters would have a material adverse effect on the Company’s business, operations, financial condition or cash flows. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 9. Benefit Plans The Deferred Compensation Plan: 0.3 4.5 0.01 0.05 0.1 4.1 401(k) profit sharing plan: 50 50 3 1.4 0.3 1.6 2.1 Self-funded insurance plan: year is $ 0.1 $ 7.5 10.6 0.9 0.9 Predecessor Management Incentive Plan: The Predecessor had the STG, Inc. Management Incentive Plan (the MIP Plan) in place prior to the consummation of the Business Combination. The MIP Plan was created effective November 1, 2011. The purpose of the MIP Plan was to enable STG Group to retain and recruit employees by providing them with the incentive of participating in the appreciation of the value of the STG Group’s common stock. The value of STG Group’s common stock represented the equity value determined by the Plan Committee based on a valuation performed by an external appraisal, which was performed as of the effective date of the MIP Plan (baseline valuation). The appreciation in value of the common stock, if any, was determined based on the appreciation between the baseline valuation and an internal appraisal performed by STG Group or external appraisal annually. STG Group would record annual compensation expense based on the proportion of this appreciation allocated to designated individuals. Only designated individuals had been identified to participate in the MIP Plan, as determined by the MIP Plan Committee. Awards (units under the MIP Plan) could be granted by the MIP Plan Committee at any time. Participants vested daily in their awards over a three year measurement period. If a participant remained employed with STG Group through the fifth anniversary of the grant date of an award, the participant’s plan account would be paid in three annual installments, commencing immediately following the fifth anniversary. If an employee separated from STG Group for other than cause, the participant’s vested portion would be paid in three annual installments, the first of which being due on the anniversary date of the first year of separation. If a change of control event were to occur (change in over 50% ownership), then all vested amounts under the grant were to be payable within five business days of such change of control. Select individuals were designated to participate in the MIP Plan. Upon consummation of the Business Combination, the MIP Plan was terminated with no resulting payouts to the participants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 10. Related Party Transactions On November 14, 2016, the Company entered into Common Stock Purchase Agreements with Simon S. Lee Management Trust, for which Simon Lee, the Company’s Chairman, is Trustee, and Phillip E. Lacombe, President and Chief Operating Officer (collectively, the “Investors”) that provided for the sale to the Investors of 462,778 3.60 1.7 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, 2016 and 2015, amounts due from this entity totaled $ 0.01 0.02 0.07 0.01 0.11 0.08 No amount was due to this entity as of December 31, 2016 and 2015 for amounts relating to work performed under subcontracts. The Company also recorded no direct costs for the year ended December 31, 2016 and $ 0.02 0.14 On September 15, 2015, the Company issued a note receivable to the Predecessor stockholder for $ 2.5 2.35 On November 23, 2015, Global Strategies Group (North America) Inc. 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 year ended December 31, 2016 and the period from November 24, 2015 through December 31, 2015 totaled $ 0.6 0.04 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
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 21.6 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, 2016 and 2015, the Company had authorized for issuance 100,000,000 0.0001 16,603,449 33,600 16,107,071 10,000,000 0.0001 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 11 Common Stock Dividends The Company declared a dividend of one share of common stock for every 1.06 Common Stock Purchase Agreements As further described in Note 7, on November 14, 2016, the Company entered into two Common Stock Purchase Agreements that provided for the sale of 462,778 3.60 1.7 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock Based Compensation In connection with the approval of the Business Combination, the 2015 Omnibus Incentive Plan (the Plan) was approved by shareholders 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 0.94 1.57 Stock Options 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 In June 2016, the Company granted non-qualified stock option awards under the Plan to certain key employees of the Company. The stock option awards expire in ten years from the date of grant and vest in 20 4.5 In September 2016, the Company granted non-qualified stock option awards under the Plan to a key employee of the Company. The stock option awards expire in ten years from the date of grant and vest at 25 25 1.5 2016 2015 Expected dividend yield 0 % 0 % Risk-free interest rate 1.5 % 1.7 % Expected option term 6 years 5.5 years Volatility 88.3 % 75.4 % Weighted-average fair value $ 2.66 $ 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 The total compensation expense related to stock option awards under the Plan was $ 0.6 0.03 0.3 1.0 2.50 Weighted Average Weighted Remaining Average Contractual Term Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding, beginning of period 33,336 $ 5.40 Granted 567,972 4.12 Exercised - - Forfeited - - Outstanding, end of period 601,308 $ 4.19 9.51 $ - Exercisable, end of period 210,485 $ 4.47 9.43 $ - There was no aggregate intrinsic value for the options outstanding and exercisable at December 31, 2016 because the exercise price exceeds the underlying share price. Restricted Stock Awards In June 2016, the Company granted restricted stock awards under the Plan to members of the Board of Directors. The awards vest at 20 40 The total compensation expense related to restricted stock awards granted under the Plan was $ 0.1 0.03 0.05 0.5 Outstanding (non-vested) and vested restricted awards as of December 31, 2016 totaled 22,400 33,600 1.99 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13. Income Taxes Successor Predecessor November 24, January 1, 2015 2015 Through Through Year Ended December 31, November 23, December 31, 2016 2015 2015 Current Federal $ - $ - $ - State (42) 13 734 (42) 13 734 Deferred Federal (3,415) (1,337) - State (445) (261) (90) (3,860) (1,598) (90) Total income tax (benefit) provision $ (3,902) $ (1,585) $ 644 Successor Successor Predecessor November 24, January 1, 2015 2015 Through Through Year Ended December 31 November December 31, 2016 31, 2015 23, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % 35.0 % State taxes net of Federal benefit 0.9 8.8 9.3 Benefit from S corporation election - - (30.0) Non-deductible transaction costs (1.1) (10.4) - Release of valuation allowance - 51.4 - Goodwill impairment (27.7) - - Permanent differences - (0.1) - Other 0.4 1.4 - 7.5 % 86.1 % 14.3 % Successor December 31, 2016 December 31, 2015 Deferred tax assets Deferred Compensation $ 101 $ 1,445 Accrued expenses and reserves 1,045 929 Deferred rent 381 521 Share-based compensation 262 - Net operating losses 2,726 476 4,515 3,371 Deferred tax liabilities Property and equipment (270) (11) Intangible assets (10,599) (13,575) (10,869) (13,586) Net deferred tax liability $ (6,354) $ (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 year ended December 31, 2014, STG Group, generally did not incur corporate level income taxes, exclusive of certain state level jurisdictions. In lieu of corporate income taxes, the Predecessor 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. In addition, the Company released a valuation allowance against GDEF’s deferred tax assets in the amount of $ 1.1 6.8 8.2 6.4 2.4 12.6 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Merger Agreement to Acquire PSS Holdings Inc. (“PSS”). On February 18, 2017, the Company entered into the Merger Agreement to acquire PSS. Under the terms of the Merger Agreement, the aggregate purchase price to be paid for PSS at closing is $ 119.5 The purchase price will also be increased by an additional $ 20,000 The consummation of the merger is subject to the satisfaction of certain conditions, including receipt of certain required third party consents. If any condition to the merger is not satisfied or waived, the merger will not be completed. In addition, the Company intends to fund the merger consideration through a combination of equity and debt financing. The Company does not presently have commitments for such financing. To the extent the merger is not completed for any reason with respect to our ability to obtain financing for the merger, we may be required to pay a termination fee of $ 625,000 On April 13, 2017, the Company received a letter from PSS purporting to terminate the Merger Agreement, unless we notify PSS that we are prepared to close and schedule the closing of the merger for no later than April 23, 2017. The Company does not believe the purported termination of the Merger Agreement is valid, and the Company is evaluating its alternatives and rights under the Merger Agreement. Forbearance Agreement and Waiver On February 24, 2017, we entered into a forbearance agreement with MC Admin Co LLC and the other lenders under our Credit Agreement. Under the forbearance agreement, the lenders agreed to forbear from exercising rights and remedies (including enforcement and collection actions) related to our failure to comply with the covenants related to the fixed charge coverage ratio, consolidated EBITDA and the senior secured leverage ratio, for the fiscal quarter ended December 31, 2016. The forbearance will expire no later than March 31, 2017. The Company entered into a Limited Waiver (“the Waiver”) from MC Admin Co LLC and other lenders under the Credit Agreement as of March 31, 2017, pursuant to which the lenders waived the Company’s noncompliance with the Specified Financial Covenants as of December 31, 2016. Pursuant to the Waiver: · Loans under the Credit Agreement are subject to additional interest at a rate of 2 until the earliest of (x) the date on which all loans are repaid and all commitments under the Credit Agreement are terminated, (y) the date we deliver the financial statements and certificates for the quarter ending March 31, 2017 showing that we are not in default under the Credit Agreement or (z) the date on which default interest is otherwise due under the Credit Agreement · We must obtain lender consent prior to use of our revolving credit facility; and · We cannot effect a Cure Right in respect of the quarter ending March 31, 2017. |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Nature of business: STG Group, Inc. (formerly, Global Defense & National Security Systems, Inc. or GDEF) and its subsidiaries (collectively, the Company) was originally incorporated in Delaware on July 3, 2013 as a blank check company, with Global Defense & National Security Holdings LLC (“Global Defense LLC” or the “Sponsor”) as Sponsor, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business combination. On November 23, 2015, the Company consummated its business combination with STG Group Holdings, Inc. (formerly, STG Group, Inc. or “STG Group”) pursuant to the stock purchase agreement, dated as of June 8, 2015, which provided for the purchase of all the capital stock of STG Group by the Company (the “Business Combination”). In connection with the closing of the Business Combination, the Company ceased to be a shell company in accordance with its Amended and Restated Certificate of Incorporation. The Company also changed its name from Global Defense & National Security Systems, Inc. to STG Group, Inc., and the Company’s securities were delisted from The NASDAQ Capital Market. The Company recommenced trading of its common stock under the symbol “STGG” on the OTC Pink Current Information tier of the over-the-counter market. The Company’s common stock now trades over-the-counter on the OTCQB. See Note 2 for a further discussion of the Business Combination. 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 year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and year ended December 31, 2014, 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 year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and January 1, 2015 through November 23, 2015, and year ended December 31, 2014. 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 consolidated 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 (GAAP). 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. Figures are expressed in thousands of dollars unless otherwise indicated. |
Going Concern [Policy Text Block] | Going Concern Consideration: The Company was not in compliance with its financial covenants at September 30, 2016 or at December 31, 2016. At September 30, 2016, the non-compliance was cured by raising equity from stockholders’ (“Equity Cure”) as was allowed by the Lending Agreement. At December 31, 2016 the Company received a forbearance which expired on March 31, 2017. The Company entered into a Limited Waiver (“the Waiver”) from MC Admin Co LLC and other lenders under the Credit Agreement as of March 31, 2017, pursuant to which the lenders waived the Company’s non-compliance with the Specified Financial Covenants as of December 31, 2016. Based upon the preliminary results of operations through the first quarter of 2017, the Company anticipates that it will not be in compliance with the same financial covenants at March 31, 2017. One of the remedies the Lender has available to it, amongst others is the ability to accelerate repayment of the loan which the Company would not be able to immediately repay. The potential inability to meet financial covenants under the Company’s existing Credit Agreement and the potential acceleration of the debt by the Lender resulting in the reclassification of our debt from a long-term liability to a current liability due to the potential of future covenant defaults required us to evaluate whether there is substantial doubt regarding the Company’s ability to continue as a going concern. Management’s Plan to alleviate this condition is as follows: 1. Identify, qualify, and win new business to increase revenue and profits. 2. Complete the PSS transaction including the raising of equity and refinancing of our current Credit Agreement; or 3. Renegotiate the current Credit Agreement to obtain relief from the existing financial covenants and other terms. We considered the likelihood of refinancing the current Credit Agreement in connection with the PSS acquisition financing which contemplates new financial covenants and the renegotiation of the financial covenants in the event the acquisition of PSS is not completed. Based upon the executed term sheet for financing of the planned acquisition of the PSS which contemplates new financial covenants and discussions with our Lender regarding the need to renegotiate the existing financial covenants in the Credit Agreement in the event the acquisition is not completed, management determined that it was probable that the condition giving rise to the going concern evaluation has been sufficiently alleviated. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those 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, plant and equipment, valuation of a Rabbi Trust and related deferred compensation liability. Estimates and assumptions are also used when determining the 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 recognition: Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered or goods delivered, the contract price is fixed or determinable and collectability is reasonably assured. Revenue associated with work performed prior to the completion and signing of contract documents is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status and its knowledge of available funding for the contract. 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 year ended December 31, 2016 and periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014. For the year ended December 31, 2016 and periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014, there were two three two three 10 78 89 75 84 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] | Costs of revenue include all direct contract costs, as well as indirect overhead costs and selling, general and administrative expenses that are allowable and allocable to contracts under federal procurement standards. Costs of revenue also include costs and expenses that are unallowable under applicable procurement standards and are not allocable to contracts for billing purposes. Such costs and expenses do not directly generate revenue, but are necessary for business operations. For the year ended December 31, 2016, periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014, there was one vendor 16 10 11 10 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Investments Held In Rabbi Trust [Policy Text Block] | The Company has investments in mutual funds held in a Rabbi Trust that are classified as trading securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The securities are classified as trading securities because they are held for resale in anticipation of short-term (generally 90 days or less) fluctuations in market prices. The trading securities are stated at fair value. Realized and unrealized gains and losses and other investment income are included in other income (expense) in the accompanying consolidated statements of operations. |
Receivables, Policy [Policy Text Block] | Contract receivables: Contract receivables are generated primarily from prime and subcontracting arrangements with federal governmental agencies. Billed contract receivables represent invoices that have been prepared based on contract terms and sent to the customer. Billed accounts receivable are considered past due if the invoice has been outstanding more than 30 days. The Company does not charge interest on accounts receivable; however, federal governmental agencies may pay interest on invoices outstanding more than 30 days. The Company records interest income from federal governmental agencies when received. All contract receivables are on an unsecured basis. 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. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Valuation of long-lived assets: The Company accounts for the valuation of long-lived assets, including amortizable intangible assets, under authoritative guidance issued by the Financial Accounting Standards Board (FASB), which requires that long-lived assets and certain intangible assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived assets is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. During the period from January 1, 2015 through November 23, 2015 and for the year ended December 31, 2014, the Company recorded an impairment loss on its customer relationships of $ 0.9 1.8 |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Identifiable intangible assets: Intangible assets of the Company are comprised of customer relationships and a trade name acquired as a result of the Business Combination described further in Note 2. The Company determined that the customer relationships and trade name represent finite-lived intangible assets with useful lives of eight and fifteen years, respectively. The assets are being amortized proportionately over the term of their useful lives based on the estimated economic benefit derived over the course of the asset life. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill: The Company records the excess of the purchase price of an acquired company over the fair value of the identifiable net assets acquired as goodwill. In accordance with authoritative guidance issued by the FASB, entities can elect to use a qualitative approach to test goodwill for impairment. Under this approach, the Company performs a qualitative assessment (Step Zero) to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying value. If the fair value of the reporting unit is less than the carrying value of the reporting unit, the Company is required to perform a goodwill impairment test using a two-step approach, which is performed at the reporting unit level. In the second step, the implied value of the goodwill is estimated at the fair value of the reporting unit, less the fair value of all other tangible and identifiable intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in the amount equal to that excess, not to exceed the carrying amount of the goodwill. If the fair value of the reporting unit is not less than the carrying value of the reporting unit, the two-step goodwill test is not required. 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 December 31 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 year ended December 31, 2014, the Company recorded an impairment loss for goodwill of $ 2.1 5.1 of impairment were identified for the 41.3 |
Income Tax, Policy [Policy Text Block] | In connection with the Business Combination, STG Group (Predecessor) converted from a Subchapter S Corporation to a C Corporation. Prior to this, STG Group, excluding STG Netherlands and STG Doha, was treated as an S corporation under Subchapter S of the Internal Revenue Code. Therefore, in lieu of corporate income taxes, the Predecessor stockholder separately accounted for his pro-rata share of STG Group’s income, deductions, losses and credits. The Company accounts for income taxes under FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes (ASC 740). At the end of each interim period, the Company estimates an annualized effective tax rate expected for the full year based on the most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. The Company uses this effective rate to provide for income taxes on a year-to-date basis, excluding the effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their related tax effects. The Company records the tax effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their tax effects in the period in which they occur. 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 the Company has taken no uncertain tax positions that require adjustment to the quarterly condensed consolidated financial statements to comply with the provisions of this guidance. Interest and penalties related to tax matters are recognized in expense. There was no accrued interest or penalties recorded during the year ended December 31, 2016, for the periods from November 24, 2015 through December 31, 2015 and from January 1, 2015 through November 23, 2015, and the year ended December 31, 2014. 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, 2013, and prior. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The carrying value of the Company’s cash and cash equivalents, contract receivables, line-of-credit, accounts payable and other short-term liabilities are believed to approximate fair value as of December 31, 2016 and 2015, respectively, because of the relatively short duration of these instruments. The Company also assessed long-term debt and determined that such amounts approximated fair value primarily since its terms and interest approximate current market terms and was negotiated with an unrelated third party lender. The Company considers the inputs related to these estimates to be Level 2 fair value measurements. 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, 2016 and 2015, 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] | Financial credit risk: The Company’s assets that are exposed to credit risk consist primarily of cash and cash equivalents, investments held in Rabbi Trust and contract receivables. Cash and cash equivalents are deposited with high-credit, quality financial institutions whose balances may, at times, exceed federally insured limits. The Company has not experienced any losses in such amounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. Investments held in Rabbi Trust are stated at fair value at each reporting period and are subject to market fluctuations. Contract receivables consist primarily of amounts due from various agencies of the federal government or prime contractors doing business with the federal government. Historically, the Company has not experienced significant losses related to contract receivables and, therefore, believes that the credit risk related to contract receivables is minimal. |
Debt issuance costs [Policy Text Block] | In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 6.4 1.4 0.1 |
Business Combinations and Other Purchase of Business Transactions, Policy [Policy Text Block] | Transaction-related expenses: The Company incurs transaction-related expenses primarily consisting of professional service fees and costs related to business acquisition activities. The Company recognized transaction-related expenses of approximately $ 2.6 0.6 0.89 the pending transaction disclosed further in Note 15. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock based compensation: The Company measures compensation expense for stock based equity awards based on the fair value of the awards on the grant date. Compensation is recognized as expense in the accompanying consolidated statements of operations ratably over the required service period or, for performance based awards, when the achievement of the performance targets become probable. |
Earnings Per Share, Policy [Policy Text Block] | Net (loss) income per share: Basic net (loss) income per share available to common shareholders of the Company is calculated by dividing the net (loss) income by the weighted average number of common shares outstanding during the year. Common shares issuable upon exercise of the stock options and future vesting of the restricted stock awards (see Note 12) have not been included in the computation because their inclusion would have had an antidilutive effect for all periods presented. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. 4.5 10.9 6.4 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), In January 2017, the FASB issued ASU 2017-01, " Business Combinations (Topic 805) Clarifying the Definition of a Business", Business Combinations In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 provides guidance to simplify the subsequent measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test. Under the updates in ASU 2017-04, an entity should perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments of this ASU are effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The Company has not yet evaluated the impact, if any, that the adoption of ASU 2017-04 will have on our Consolidated Financial Statements. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The calculation of purchase price and purchase price allocation is as follows (in thousands): 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] | The table below summarizes pro forma results for the years ended December 31, 2015 and 2014, (in thousands, except for per share information): (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, 2016 | |
Receivables [Abstract] | |
Schedule of Contract Receivables [Table Text Block] | At December 31, 2016 and 2015, contract receivables consist of the following (in thousands): Successor December 31, 2016 December 31, 2015 Billed accounts receivable $ 21,588 $ 27,875 Unbilled accounts receivable 7,262 5,225 28,850 33,100 Less allowance for doubtful accounts (66) (276) $ 28,784 $ 32,824 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | At December 31, 2016 and 2015, property and equipment consists of the following (in thousands): Estimated Successor Life December 31, 2016 December 31, 2015 Leasehold improvements Life of lease $ 1,324 $ 1,316 Computer hardware and software 1 - 3 years 329 329 Office furniture and equipment 1 - 7 years 110 110 1,763 1,755 Less accumulated depreciation and amortization (606) (57) $ 1,157 $ 1,698 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Identifiable intangible assets as of December 31, 2016, consist of the following (in thousands): Successor December 31, 2016 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 6,136 $ 20,244 Trade name 15 years 13,460 1,720 11,740 $ 39,840 $ 7,856 $ 31,984 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization of the intangible assets for subsequent years is as follows (in thousands): Year Ending December 31, 2017 $ 6,535 2018 5,600 2019 5,111 2020 4,537 2021 3,191 Thereafter 7,010 $ 31,984 |
Schedule of Goodwill [Table Text Block] | The Company’s goodwill balance by reporting unit, consists of the following as of December 31 (in thousands): Predecessor Predecessor Predecessor Successor DSTI Seamast Access STG Group Total Balance, January 1, 2015, 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 - - - 113,589 113,589 Balance, December 31, 2015, Successor - - - 113,589 113,589 Impairment loss (41,276) (41,276) Balance, December 31, 2016, Successor $ - $ - $ - $ 72,313 $ 72,313 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015, (in thousands): Successor As of December 31, 2016 Fair Value Hierarchy Level Description Assets Level 1 Level 2 Level 3 Assets Mutual Funds US Equity Large Cap Growth $ 67 $ 67 $ - $ - US Equity Large Cap Value 2 2 - - US Equity Large Cap Blend 84 84 - - US Equity Mid Cap Growth 2 2 - - US Equity Mid Cap Value 94 94 - - US Equity Small Cap Growth 73 73 - - International Equity 7 7 - - Fixed Income 1 1 - - Money Market Funds 2 2 - - Total $ 332 $ 332 $ - $ - 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 $ - $ - |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The Company’s debt as of December 31, 2016 and 2015, consists of the following: Successor Successor December 31, 2016 December 31, 2015 Term loan 77,018 81,239 Less: debt discount on term loan (4,828) (6,237) Less: current portion (4,496) (2,555) $ 67,694 $ 72,447 |
Schedule of Maturities of Long-term Debt [Table Text Block] | future annual maturities of long-term debt outstanding at December 31, 2016, are as follows (in thousands): Year Ending December 31, 2017 $ 4,496 2018 6,336 2019 6,131 2020 60,055 $ 77,018 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following is a schedule of the approximate future minimum lease payments required under non-cancelable operating leases that have initial or remaining terms in excess of one year at December 31, 2016 (in thousands): Year Ending December 31, 2017 $ 3,343 2018 2,591 2019 2,579 2020 2,350 2021 1,754 $ 12,617 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | During the year ended December 31, 2016, and the period from November 24, 2015 through December 31, 2015, 2016 2015 Expected dividend yield 0 % 0 % Risk-free interest rate 1.5 % 1.7 % Expected option term 6 years 5.5 years Volatility 88.3 % 75.4 % Weighted-average fair value $ 2.66 $ 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 33,336 $ 5.40 Granted 567,972 4.12 Exercised - - Forfeited - - Outstanding, end of period 601,308 $ 4.19 9.51 $ - Exercisable, end of period 210,485 $ 4.47 9.43 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Successor Predecessor November 24, January 1, 2015 2015 Through Through Year Ended December 31, November 23, December 31, 2016 2015 2015 Current Federal $ - $ - $ - State (42) 13 734 (42) 13 734 Deferred Federal (3,415) (1,337) - State (445) (261) (90) (3,860) (1,598) (90) Total income tax (benefit) provision $ (3,902) $ (1,585) $ 644 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Successor Successor Predecessor November 24, January 1, 2015 2015 Through Through Year Ended December 31 November December 31, 2016 31, 2015 23, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % 35.0 % State taxes net of Federal benefit 0.9 8.8 9.3 Benefit from S corporation election - - (30.0) Non-deductible transaction costs (1.1) (10.4) - Release of valuation allowance - 51.4 - Goodwill impairment (27.7) - - Permanent differences - (0.1) - Other 0.4 1.4 - 7.5 % 86.1 % 14.3 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s temporary differences which gave rise to deferred tax assets and liabilities as of December 31, 2016 and 2015 were as follows: Successor December 31, 2016 December 31, 2015 Deferred tax assets Deferred Compensation $ 101 $ 1,445 Accrued expenses and reserves 1,045 929 Deferred rent 381 521 Share-based compensation 262 - Net operating losses 2,726 476 4,515 3,371 Deferred tax liabilities Property and equipment (270) (11) Intangible assets (10,599) (13,575) (10,869) (13,586) Net deferred tax liability $ (6,354) $ (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, 2016 | Dec. 31, 2014 | Dec. 31, 2012 | Nov. 30, 2015 | |
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% | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | ||||
Goodwill, Impairment Loss | 0 | 41,276 | ||||
Amortization of Debt Discount (Premium) | 100 | 1,400 | ||||
Business Acquisition, Transaction Costs | 600 | $ 890 | 2,600 | |||
Debt Related Commitment Fees and Debt Issuance Costs | 6,400 | |||||
Deferred Tax Liabilities, Net, Noncurrent | $ 12,630 | $ 6,354 | ||||
Accounting Standards Update 2015-17 [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Deferred Tax Liabilities, Net, Current | $ 10,900 | |||||
Deferred Tax Liabilities, Net, Noncurrent | 6,400 | |||||
Deferred Tax Assets, Net | $ 4,500 | |||||
Predecessor [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 906 | $ 1,811 | ||||
Goodwill, Impairment Loss | $ 2,064 | $ 5,117 | ||||
Sales Revenue, Net [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Customer | three | two | ||||
Concentration Risk, Percentage | 89.00% | 78.00% | ||||
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 | ||||
Concentration Risk, Percentage | 75.00% | 84.00% | ||||
Cost of Goods, Product Line [Member] | ||||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 16.00% | ||||
Concentration Risk, Supplier | one vendor | 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% | ||||
Concentration Risk, Supplier | 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) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
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 | $ 72,313 |
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 | $ 2,184 |
Total purchase price, net of cash acquired | $ 151,848 |
Business Combination (Details 1
Business Combination (Details 1) - 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 | |
Operating income | 3,134 | |
Net loss | $ (3,134) | |
Net loss per share, basic and diluted | $ (0.19) | |
Predecessor [Member] | ||
Pro Forma Of Financial Information [Line Items] | ||
Contract revenue | $ 209,727 | |
Operating income | (680) | |
Net loss | $ (5,414) | |
Net loss per share, basic and diluted | $ (0.34) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | ||
Asset Impairment Charges | $ 3,000 | ||
Stock Based Transactions Discounted Rate | 20.00% | ||
Increased Amortization | $ 5,000 | ||
Increased Interest Expense | 7,200 | ||
Reversed Transaction Related Expenses | 1,400 | ||
Decreased Income Tax Benefit | $ 1,100 | ||
Predecessor [Member] | |||
Business Combination Disclosure [Line Items] | |||
Asset Impairment Charges | $ 7,000 | ||
Increased Amortization | 6,700 | ||
Increased Interest Expense | 8,400 | ||
Reversed Transaction Related Expenses | 600 | ||
Decreased Income Tax Benefit | $ 3,500 | ||
Customer Relationships [Member] | |||
Business Combination Disclosure [Line Items] | |||
Indefinite-lived Intangible Assets Acquired | 26,400 | ||
Trade Names [Member] | |||
Business Combination Disclosure [Line Items] | |||
Indefinite-lived Intangible Assets Acquired | $ 13,500 | ||
Private Placement [Member] | Common Stock [Member] | |||
Business Combination Disclosure [Line Items] | |||
Business Acquisition, Share Price | $ 8.50 | $ 8.50 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 5,600 | ||
Conversion of Stock, Shares Issued | 658,513 | ||
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 | $ 8.50 |
Contract Receivables and Bill38
Contract Receivables and Billings in Excess of Revenue Recognized (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Billed accounts receivable | $ 21,588 | $ 27,875 |
Unbilled accounts receivable | 7,262 | 5,225 |
Accounts Receivable, Gross | 28,850 | 33,100 |
Less allowance for doubtful accounts | (66) | (276) |
Accounts and Other Receivables, Net, Current | $ 28,784 | $ 32,824 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Gross | $ 1,763 | $ 1,755 |
Less accumulated depreciation and amortization | (606) | (57) |
Property, Plant and Equipment, Net, Total | $ 1,157 | 1,698 |
Leasehold Improvements [Member] | ||
Estimated Life | Life of lease | |
Property, Plant and Equipment, Gross | $ 1,324 | 1,316 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment, Gross | $ 329 | 329 |
Computer Hardware and Software [Member] | Maximum [Member] | ||
Estimated Life | 3 | |
Computer Hardware and Software [Member] | Minimum [Member] | ||
Estimated Life | 1 | |
Office Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 110 | $ 110 |
Office Equipment [Member] | Maximum [Member] | ||
Estimated Life | 7 | |
Office Equipment [Member] | Minimum [Member] | ||
Estimated Life | 1 |
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, 2016 | Dec. 31, 2014 | |
Depreciation, Depletion and Amortization, Total | $ 60 | $ 600 | ||
Predecessor [Member] | ||||
Depreciation, Depletion and Amortization, Total | $ 800 | $ 1,200 |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cost | $ 39,840 | $ 39,840 |
Accumulated Amortization | 7,856 | 852 |
Net | $ 31,984 | $ 38,988 |
Customer Relationships [Member] | ||
Estimated Life | 8 years | 8 years |
Cost | $ 26,380 | $ 26,380 |
Accumulated Amortization | 6,136 | 698 |
Net | $ 20,244 | $ 25,682 |
Trade name | ||
Estimated Life | 15 years | 15 years |
Cost | $ 13,460 | $ 13,460 |
Accumulated Amortization | 1,720 | 154 |
Net | $ 11,740 | $ 13,306 |
Intangible Assets and Goodwil42
Intangible Assets and Goodwill (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
2,017 | $ 6,535 | |
2,018 | 5,600 | |
2,019 | 5,111 | |
2,020 | 4,537 | |
2,021 | 3,191 | |
Thereafter | 7,010 | |
Finite-Lived Intangible Assets, Net, Beginning Balance | $ 31,984 | $ 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, 2016 | Dec. 31, 2014 | |
Goodwill | $ 113,589 | |||
Impairment loss | $ 0 | (41,276) | ||
Elimination of predecessor goodwill | (2,635) | |||
Acquisition of business | 113,589 | |||
Goodwill | 113,589 | 72,313 | ||
DSTI [Member] | ||||
Goodwill | 0 | |||
Impairment loss | ||||
Elimination of predecessor goodwill | (440) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | 0 | ||
Seamast [Member] | ||||
Goodwill | 0 | |||
Impairment loss | ||||
Elimination of predecessor goodwill | (1,898) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | 0 | ||
Access [Member] | ||||
Goodwill | 0 | |||
Impairment loss | (41,300) | |||
Elimination of predecessor goodwill | (297) | |||
Acquisition of business | 0 | |||
Goodwill | 0 | 0 | ||
Parent Company [Member] | ||||
Goodwill | 113,589 | |||
Impairment loss | (41,276) | |||
Elimination of predecessor goodwill | 0 | |||
Acquisition of business | 113,589 | |||
Goodwill | 113,589 | $ 72,313 | ||
Predecessor [Member] | ||||
Goodwill | 2,635 | $ 4,699 | ||
Impairment loss | (2,064) | $ (5,117) | ||
Goodwill | 2,635 | 4,699 | ||
Predecessor [Member] | DSTI [Member] | ||||
Goodwill | 440 | 440 | ||
Impairment loss | 0 | (1,700) | ||
Goodwill | 440 | 440 | ||
Predecessor [Member] | Seamast [Member] | ||||
Goodwill | 1,898 | 1,898 | ||
Impairment loss | 0 | |||
Goodwill | 1,898 | 1,898 | ||
Predecessor [Member] | Access [Member] | ||||
Goodwill | 297 | 2,361 | ||
Impairment loss | (2,064) | (3,500) | ||
Goodwill | 297 | 2,361 | ||
Predecessor [Member] | Parent Company [Member] | ||||
Goodwill | $ 0 | 0 | ||
Impairment loss | 0 | |||
Goodwill | $ 0 | $ 0 |
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, 2016 | Dec. 31, 2014 | |
Amortization of Intangible Assets | $ 852 | $ 7,004 | ||
Goodwill, Impairment Loss | $ 0 | $ 41,276 | ||
Percentage of Impairment Charge On Goodwill | 36.00% | |||
Forecast Adjusted EBITDA Margin, Percentage | 10.00% | |||
Percentage of Weighted Average Cost Of Capital | 15.08% | |||
Seamast [Member] | ||||
Estimated Additional Goodwill Impairment Loss | $ 8,000 | |||
Predecessor [Member] | ||||
Amortization of Intangible Assets | $ 700 | $ 600 | ||
Goodwill, Impairment Loss | 2,064 | 5,117 | ||
Access [Member] | ||||
Goodwill, Impairment Loss | 41,300 | |||
Estimated Additional Goodwill Impairment Loss | 11,000 | |||
Access [Member] | Predecessor [Member] | ||||
Goodwill, Impairment Loss | 2,064 | 3,500 | ||
Access [Member] | Customer Relationships [Member] | Predecessor [Member] | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | 910 | 1,800 | ||
DSTI [Member] | ||||
Goodwill, Impairment Loss | ||||
Estimated Additional Goodwill Impairment Loss | 5,000 | |||
DSTI [Member] | Predecessor [Member] | ||||
Goodwill, Impairment Loss | 0 | $ 1,700 | ||
Parent Company [Member] | ||||
Goodwill, Impairment Loss | 41,276 | |||
Estimated Additional Goodwill Impairment Loss | $ 14,000 | |||
Parent Company [Member] | Predecessor [Member] | ||||
Goodwill, Impairment Loss | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investment Owned, at Fair Value | $ 332 | $ 4,517 |
Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 332 | 4,517 |
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 | 67 | 374 |
Mutual Funds [Member] | US Equity - Large Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 67 | 374 |
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 | 2 | 48 |
Mutual Funds [Member] | US Equity - Large Cap Value [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 2 | 48 |
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 | 84 | 1,038 |
Mutual Funds [Member] | US Equity - Large Cap Blend [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 84 | 1,038 |
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 | 2 | 28 |
Mutual Funds [Member] | US Equity - Mid Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 2 | 28 |
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 | 94 | 1,795 |
Mutual Funds [Member] | US Equity - Mid Cap Value [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 94 | 1,795 |
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 | 73 | 833 |
Mutual Funds [Member] | US Equity - Small Cap Growth [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 73 | 833 |
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 | |
Growth Real Estate [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 25 | |
Growth Real Estate [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Investment Owned, at Fair Value | 0 | |
Growth Real Estate [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Investment Owned, at Fair Value | 0 | |
International Equity [Member] | ||
Investment Owned, at Fair Value | 7 | 37 |
International Equity [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 7 | 37 |
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 | 1 | 158 |
Fixed Income [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 1 | 158 |
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 | 2 | 181 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investment Owned, at Fair Value | 2 | 181 |
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, 2016 | Dec. 31, 2014 | |
Investment Income, Net, Total | $ (140) | $ 400 | ||
Predecessor [Member] | ||||
Investment Income, Net, Total | $ 30 | $ 400 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Term loan | $ 77,018 | $ 81,239 |
Less: debt discount on term loan | (4,828) | (6,237) |
Less: current portion | (4,496) | (2,555) |
Long-term Debt, Excluding Current Maturities, Total | $ 72,522 | $ 72,447 |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
2,017 | $ 4,496 | |
2,018 | 6,336 | |
2,019 | 6,131 | |
2,020 | 60,055 | |
Long Term Debt, Total | $ 77,018 | $ 81,239 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 |
Line of Credit Facility [Line Items] | ||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 6,400 | |||
Stock Issued During Period, Shares, New Issues | 462,778 | |||
Sale of Stock, Price Per Share | $ 3.60 | |||
Stock Issued During Period, Value, New Issues | $ 1,700 | |||
Credit Agreement [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Forbearance Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||
Maximum Amount Of Agreed To Pay Fee | $ 750,000 | |||
Scenario, Forecast [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage Of Line Of Credit Facility Current Borrowing Capacity On Ebitda | 20.00% | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 | |||
Line of Credit Facility, Current Borrowing Capacity | $ 2,500 | |||
Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate During Period | 10.30% | 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 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 | $ 81,800 | |||
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] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | $ 15,000 | |||
Line of Credit [Member] | Predecessor [Member] | ||||
Line of Credit Facility [Line Items] | ||||
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 | |||
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 |
Commitments and Contingencies50
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies [Line Items] | |
2,017 | $ 3,343 |
2,018 | 2,591 |
2,019 | 2,579 |
2,020 | 2,350 |
2,021 | 1,754 |
Operating Leases, Future Minimum Payments Due, Total | $ 12,617 |
Commitments and Contingencies51
Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Apr. 08, 2015 | Dec. 31, 2015 | Mar. 25, 2015 | Nov. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 |
Commitments And Contingencies [Line Items] | |||||||
Percentage Of Underwriting Discount | 3.00% | ||||||
Letter Of Credit Required To Issue In Conjunction With Lease Agreement | $ 0.8 | ||||||
Letter Of Credit Can Be Reduced In Conjunction With Termination Agreement | 0.4 | ||||||
Operating Leases, Rent Expense, Sublease Rentals | 7.6 | ||||||
Operating Leases, Rent Expense, Net, Total | $ 0.2 | 1.9 | |||||
Predecessor [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Lease Expiration Date | Sep. 30, 2020 | ||||||
Gain (Loss) on Disposition of Property Plant Equipment, Total | $ 1.1 | ||||||
Gain (Loss) on Contract Termination | $ 0.7 | ||||||
Operating Leases, Rent Expense, Net, Total | $ 2.3 | $ 3.3 | |||||
Property Subject to Operating Lease [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Operating Leases, Rent Expense, Sublease Rentals | $ 0.9 | ||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 0.8 | ||||||
Underwriter [Member] | Predecessor [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percentage Of Underwriting Discount | 3.00% | ||||||
Deferred Fees Percentage | 2.75% | ||||||
Payment of Underwriting Fees | $ 1.9 | ||||||
Payment of Additional Underwriting Fees | $ 0.6 |
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, 2016 | Dec. 31, 2014 | Jan. 25, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Distributions Paid | $ 4,100 | ||||
Percentage Of Underwriting Discount | 3.00% | ||||
Deferred Compensation Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Plan Assets | $ 4,500 | $ 300 | |||
Deferred Compensation Arrangement with Individual, Employer Contribution | 10 | ||||
Deferred Compensation Plan [Member] | Predecessor [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Employer Contribution | $ 50 | $ 100 | |||
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 | 300 | $ 1,400 | |||
401(k) profit sharing plan | Predecessor [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1,600 | 2,100 | |||
Self-funded insurance plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 7,500 | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | 100 | ||||
Accrued Unpaid Liabilities Related To Claims Premiums and Administrative Fees | $ 900 | $ 900 | |||
Self-funded insurance plan [Member] | Predecessor [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 10,600 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2016 | Nov. 14, 2016 | Dec. 31, 2015 | Sep. 15, 2015 | Nov. 23, 2015 | Dec. 31, 2016 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||||||
Due from Related Parties | $ 20 | $ 10 | |||||
Revenue from Related Parties | 10 | 70 | |||||
Related Party Transaction, Amounts of Transaction | $ 40 | $ 600 | |||||
Stock Issued During Period, Shares, New Issues | 462,778 | ||||||
Sale of Stock, Price Per Share | $ 3.60 | $ 3.60 | |||||
Stock Issued During Period, Value, New Issues | $ 1,700 | ||||||
Predecessor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from Related Parties | $ 110 | $ 80 | |||||
Related Party Costs | $ 20 | $ 140 | |||||
Proceeds from Related Party Debt | $ 2,500 | ||||||
Related Party Transaction, Rate | 2.35% | ||||||
Investor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 462,778 | ||||||
Sale of Stock, Price Per Share | $ 3.60 | $ 3.60 | |||||
Stock Issued During Period, Value, New Issues | $ 1,700 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 14, 2016 | Nov. 14, 2016 | Nov. 13, 2015 | Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Stock Redeemed or Called During Period, Shares | 2,031,383 | |||||
Stock Redeemed or Called During Period, Value | $ 21,594,000 | |||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 16,107,071 | 16,603,449 | ||||
Sale of Stock, Price Per Share | $ 3.60 | $ 3.60 | ||||
Stock Issued During Period, Value, Issued for Services | $ 1,666,000 | |||||
Stock Issued During Period, Value, New Issues | $ 1,700,000 | |||||
Stock Issued During Period, Shares, New Issues | 462,778 | |||||
Common Stock, Shares, Outstanding | 16,107,071 | 16,603,449 | ||||
Common Stock Shares Subject To Vesting of Restricted Stock Awards | 33,600 | 33,600 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Predecessor [Member] | ||||||
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 | 110,000,000 | |||||
Common Stock, Shares Authorized | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Stock Issued During Period, Value, Issued for Services | $ 10,950,000 | |||||
Common Stock Purchase Agreements [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of Stock, Price Per Share | $ 1,700,000 | $ 1,700,000 | ||||
Stock Issued During Period, Value, New Issues | $ 462,778 | |||||
Stock Issued During Period, Shares, New Issues | 3.60 | |||||
Common Stock [Member] | Predecessor [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 | $ 21,600,000 | |||||
Backstop Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 1.06 | |||||
Backstop Purchase Agreement [Member] | Predecessor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Threshold Cash Amount | $ 20,000,000 | |||||
Sale of Stock, Price Per Share | $ 10.63 | |||||
Backstop Purchase Agreement [Member] | Common Stock [Member] | Predecessor [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 | $ 11,000,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.70% | 1.50% |
Expected option term | 5 years 6 months | 6 years |
Volatility | 75.40% | 88.30% |
Weighted-average fair value | $ 3.46 | $ 2.66 |
Stock Based Compensation (Det56
Stock Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Outstanding, beginning of period, Options | shares | 33,336 |
Granted, Options | shares | 567,972 |
Exercised, Options | shares | 0 |
Forfeited, Options | shares | 0 |
Outstanding, end of period, Options | shares | 601,308 |
Exercisable, end of period, Options | shares | 210,485 |
Outstanding, beginning of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 5.40 |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | 4.12 |
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 | 4.19 |
Exercisable, end of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.47 |
Weighted Average Remaining Contractual Term (Years), Outstanding, end of period | 9 years 6 months 4 days |
Weighted Average Remaining Contractual Term (Years), Exercisable, end of period | 9 years 5 months 5 days |
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) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 6 months | ||||
Restricted Stock or Unit Expense | $ 30 | $ 600 | |||
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 300 | 300 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 1,000 | ||||
Restricted Stock [Member] | |||||
Restricted Stock or Unit Expense | 100 | ||||
Excess Tax Benefit from Share-based Compensation, Operating Activities | 30 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 50 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 22,400 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 33,600 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.99 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 6 months | ||||
Non-qualified Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year 6 months | 4 years 6 months | |||
Share-based Compensation Award, Tranche I [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 40.00% | ||||
Share-based Compensation Award, Tranche I [Member] | Non-qualified Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||
Share-based Compensation Award, Tranche II [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||
Share-based Compensation Award, Tranche II [Member] | Non-qualified Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||
Omnibus Incentive Plan 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,600,000 | 1,600,000 | |||
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 | 1,570,000 | 940,000 | 1,570,000 | ||
Share Based Compensation Arrangement By Share Based Payment Award, Award Exercise Price Percentage Limit | 100.00% | ||||
Omnibus Incentive Plan 2015 [Member] | Share-based Compensation Award, Tranche I [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||
Omnibus Incentive Plan 2015 [Member] | 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% | ||||
Omnibus Incentive Plan 2015 [Member] | 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 | 12 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2016 | |
Current | |||
Federal | $ 0 | $ 0 | |
State | 13 | (42) | |
Current Federal, State and Local, Tax Expense (Benefit), Total | 13 | (42) | |
Deferred | |||
Federal | (1,337) | (3,415) | |
State | (261) | (445) | |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (1,598) | (3,860) | |
Total income tax (benefit) provision | $ (1,585) | $ (3,902) | |
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) | ||
Total income tax (benefit) provision | $ 644 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Nov. 23, 2015 | Dec. 31, 2016 | |
Tax at Federal statutory rate of 35% | 35.00% | 35.00% | |
State taxes - net of Federal benefit | 8.80% | 0.90% | |
Benefit from S corporation election | 0.00% | 0.00% | |
Non-deductible transaction costs | (10.40%) | (1.10%) | |
Release of valuation allowance | 51.40% | 0.00% | |
Goodwill impairment | 0.00% | (27.70%) | |
Permanent differences | (0.10%) | 0.00% | |
Other | 1.40% | 0.40% | |
Effective Income Tax Rate Reconciliation, Percent, Total | 86.10% | 7.50% | |
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% | ||
Goodwill impairment | 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) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Deferred Compensation | $ 101 | $ 1,445 |
Accrued expenses and reserves | 1,045 | 929 |
Deferred rent | 381 | 521 |
Share-based compensation | 262 | 0 |
Net operating losses | 2,726 | 476 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 4,515 | 3,371 |
Deferred tax liabilities | ||
Property and equipment | (270) | (11) |
Intangible assets | (10,599) | (13,575) |
Deferred Tax Liabilities, Net, Total | (10,869) | (13,586) |
Net deferred tax liability | $ (6,354) | $ (10,215) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% |
Deferred Tax Assets, Valuation Allowance | $ 1,100 | |
Long-term Debt, Total | $ 81,239 | $ 77,018 |
Operating Loss Carryforwards Expiration Year | 2033 through 2036 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 6,800 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | 8,200 | |
STG Group [Member] | ||
Long-term Debt, Total | $ 12,600 | 6,400 |
Deferred Tax Assets, Net, Total | $ 2,400 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | ||||
Feb. 18, 2017 | Dec. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 23, 2015 | |
Business Combination, Consideration Transferred, Total | $ 71,400,000 | ||||
Business Acquisition, Transaction Costs | $ 600,000 | $ 2,600,000 | $ 890,000 | ||
Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||
Subsequent Event [Member] | PSS Holdings, Inc [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 119,500,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 20,000 | ||||
Business Acquisition, Transaction Costs | $ 625,000 |