Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 06, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | STG Group, Inc. | |
Entity Central Index Key | 1,583,513 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | STGG | |
Entity Common Stock, Shares Outstanding | 16,625,849 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 1,418 | $ 7,841 |
Contract receivables, net | 29,180 | 28,784 |
Investments held in Rabbi Trust | 447 | 332 |
Prepaid expenses and other current assets | 2,302 | 2,294 |
Total current assets | 33,347 | 39,251 |
Property and equipment, net | 1,057 | 1,157 |
Goodwill | 51,176 | 72,313 |
Intangible assets, net | 28,716 | 31,984 |
Other assets | 423 | 423 |
Total assets | 114,719 | 145,128 |
Current Liabilities | ||
Current portion of long-term debt, net of discount | 70,831 | 4,496 |
Accounts payable and accrued expenses | 14,325 | 11,683 |
Accrued payroll and related liabilities | 6,440 | 6,391 |
Billings in excess of revenue recognized | 679 | 688 |
Deferred compensation plan | 447 | 332 |
Deferred rent | 100 | 228 |
Total current liabilities | 92,822 | 23,818 |
Long-term debt, net of current portion and discount | 0 | 67,694 |
Deferred income taxes | 1,018 | 6,354 |
Deferred rent | 742 | 743 |
Total liabilities | 94,582 | 98,609 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock; $0.0001 par value; 100,000,000 shares authorized; 16,625,849 and 16,603,449 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 2 | 2 |
Additional paid-in capital | 103,473 | 102,920 |
Accumulated deficit | (83,338) | (56,403) |
Total stockholders' equity | 20,137 | 46,519 |
Total liabilities and stockholders' equity | $ 114,719 | $ 145,128 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 16,625,849 | 16,603,449 |
Common Stock, Shares, Outstanding | 16,625,849 | 16,603,449 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Contract revenue | $ 33,757 | $ 40,918 | $ 69,535 | $ 81,524 |
Direct expenses | 22,966 | 27,675 | 46,681 | 55,136 |
Gross profit | 10,791 | 13,243 | 22,854 | 26,388 |
Indirect and selling expenses | 14,225 | 13,254 | 29,138 | 25,957 |
Impairment of goodwill | 21,137 | 0 | 21,137 | 0 |
Operating (loss) income | (24,571) | (11) | (27,421) | 431 |
Other income (expense) | ||||
Other income (expense), net | 16 | 5 | 34 | (393) |
Interest expense | (2,445) | (2,150) | (4,870) | (4,312) |
Other income (expense) | (2,429) | (2,145) | (4,836) | (4,705) |
Loss before income taxes | (27,000) | (2,156) | (32,257) | (4,274) |
Income tax benefit | (3,440) | (839) | (5,322) | (1,488) |
Net loss | $ (23,560) | $ (1,317) | $ (26,935) | $ (2,786) |
Net loss per share available to common stockholders | ||||
Basic and diluted | $ (1.42) | $ (0.08) | $ (1.62) | $ (0.17) |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 16,605,463 | 16,107,933 | 16,604,456 | 16,107,504 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (26,935) | $ (2,786) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Deferred taxes | (5,336) | (1,528) |
Bad debt recoveries | 18 | (191) |
Deferred rent | (129) | 117 |
Amortization of deferred financing costs | 685 | 709 |
Depreciation and amortization of property and equipment | 239 | 278 |
Amortization of intangible assets | 3,268 | 3,502 |
Stock-based compensation | 553 | 266 |
Impairment of goodwill | 21,137 | 0 |
(Increase) decrease in: | ||
Contract receivables | (414) | 5,008 |
Prepaid expenses and other current assets | (8) | (1,220) |
Other assets | 0 | 9 |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 2,642 | (2,369) |
Accrued payroll and related liabilities | 49 | (967) |
Deferred compensation plan | 83 | (3,924) |
Billings in excess of revenue recognized | (9) | (92) |
Net cash used in operating activities | (4,157) | (3,188) |
Cash Flows From Investing Activities | ||
Proceeds from sales of investments held in Rabbi Trust | 0 | 3,924 |
Purchase of investments held in Rabbi Trust | (83) | 0 |
Purchases of property and equipment | (139) | (7) |
Net cash (used in) provided by investing activities | (222) | 3,917 |
Cash Flows From Financing Activities | ||
Payments on long-term debt | (2,044) | (1,022) |
Net cash used in financing activities | (2,044) | (1,022) |
Net decrease in cash and cash equivalents | (6,423) | (293) |
Cash and Cash Equivalents | ||
Beginning | 7,841 | 8,503 |
Ending | 1,418 | 8,210 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 4,185 | 3,603 |
Cash paid for income taxes | 18 | 597 |
Supplemental Disclosures of Non-Cash Investing Activities | ||
Change in investments held in Rabbi Trust | (32) | (398) |
Change in deferred compensation plan | $ 32 | $ 398 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | The Company provides enterprise engineering, telecommunications, information management and security products and services to the federal government and commercial businesses. Segment information is not presented since all of the Company’s revenue is attributed to a single reportable segment. In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and six months ended June 30, 2017 and 2016, are not necessarily indicative of the results that may be expected for the entire fiscal year. Figures are expressed in thousands of dollars unless otherwise indicated 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. The Company was not in compliance with its financial covenants related to the consolidated EBITDA and the senior secured leverage ratio under the Credit Agreement among the Company, MC Admin Co LLC (the “Lender”) and the other lenders party thereto (the “Credit Agreement”) at September 30, 2016, December 31, 2016, March 31, 2017, and June 30, 2017, and was also not in compliance with its financial covenant related to the fixed charge coverage ratio under the Credit Agreement (collectively with the consolidated EBITDA and senior secured leverage ratio covenants, the “Specified Financial Covenants”) at June 30, 2017. At September 30, 2016, the non-compliance was cured by raising equity from stockholders (“Equity Cure”) as was allowed by the Credit Agreement. At December 31, 2016 the Company received a forbearance which expired on March 31, 2017. The Company then 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 covenants related to the consolidated EBITDA, and the senior secured leverage ratio as of December 31, 2016. Pursuant to the Waiver: • Loans under the Credit Agreement are subject to additional interest at a rate of 2 • The Company must obtain lender consent prior to use of its revolving credit facility; and • The Company could not effect a Cure Right with respect to the quarter ending March 31, 2017. The Company was not in compliance with the covenants related to the consolidated EBITDA and the senior secured leverage ratio for quarter ended March 31, 2017 and was not in compliance with the Specified Financial Covenants for the quarter ended June 30, 2017. The Lender has not granted a waiver for the covenant violations as of March 31, 2017 and June 30, 2017. Without a waiver or other relief under the Credit Agreement, one of the remedies the Lender has available to it, amongst others, is the ability to accelerate repayment of the debt, which the Company would not be able to immediately repay. If the business continues to perform at the current level through the next quarter, the Company does not expect to satisfy the Specified Financial Covenants at that time, and it is likely that the Company will be in non-compliance at September 30, 2017. The Company’s inability to meet the required covenant levels could have a material adverse impact to the Company, including the need for the Company 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, or in more than two of any four fiscal quarters. The amount allowed under the Cure Right may not exceed the lesser of $ 2.5 20 5 The Lender’s not having granted a waiver or other relief from the Lender and the potential acceleration of the debt by the Lender resulted in the reclassification of debt from a long-term liability to a current liability as of March 31, 2017 and June 30, 2017. Even if the Lender does grant forbearance or an amendment to or waiver under the Credit Agreement, any future covenant non-compliance could give rise to an event of default thereunder. In addition, on May 18, 2017, the Company received a notice of default (the “Default Notice”) from MC Admin Co LLC (“MC Admin”) that states the Company was in default under the Credit Agreement for failing to deliver an annual budget to the lenders on January 15, 2017 as required by the Credit Agreement (the “Budget Delivery Default”). The Company believes this notice is incorrect, as the Company previously provided the required information to the lenders on February 7, 2017. The Default Notice stated that MC Admin was not taking action to enforce the lenders’ rights under the Credit Agreement at this time, although it also provided that, as a result of the default, the lenders had no obligations under the Credit Agreement to provide any additional loans or letters of credit. The Lender has not granted a waiver or other relief from the Budget Delivery Default. The potential acceleration of the loan repayment due to the Lender not providing a waiver required the Company 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 Raise additional equity which would be used to reduce the loan, or 3. Renegotiate the current Credit Agreement to obtain relief from the existing financial covenants and other terms. As discussed in our Form 10-Q for the quarter ended March 31, 2017, based on the facts that existed as of December 31, 2016, management determined that it was probable that the condition giving rise to the going concern evaluation had been sufficiently alleviated as of December 31, 2016. However, the Lender has not currently granted a waiver or other relief for the Budget Delivery Default or the financial covenant violations as of March 31, 2017 or June 30, 2017. Consequently, management has changed our assessment regarding the potential acceleration of the loan repayment made as of December 31, 2016. As the Lender has not currently granted a waiver or other form of relief for the financial covenant violations as of March 31, 2017 or June 30, 2017, and as disclosed above, sent us a default letter on May 18, 2017, there exists substantial doubt about our ability to continue as a going concern, in the event the Lender exercises its rights to accelerate the repayment of the loan. 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. 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 six months ended June 30, 2017 and 2016. For the six months ended June 30, 2017 and 2016, there were two customers that each provided revenue in excess of 10 82 80 83 80 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. There was one vendor that comprised approximately 11 11 12 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. During the three months ended June 30, 2017, the Company performed an interim impairment test of its intangible assets and concluded that no impairment existed. During the three and six months ended June 30, 2016 there were no adverse changes in long-lived assets which caused a need for an impairment analysis. using a two-step approach, which was performed at the reporting unit level. In the second step, the implied value of the goodwill was 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 exceeded the implied fair value of the goodwill, an impairment charge was 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 was not less than the carrying value of the reporting unit, the two-step goodwill test was not required. During the second quarter of 2017, the Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment 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 a 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 a 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, as of the Closing Date of the Business Combination, the Company determined that there was one reporting unit. During the six months ended June 30, 2017, the Company was unable to achieve its targeted revenue and profit forecasts; therefore, the Company recorded an impairment charge on goodwill of $ 21.1 Income Taxes 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 six months ended June 30, 2017 and 2016. 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 June 30, 2017 and December 31, 2016, 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 condensed 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. Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 0.3 0.7 0.4 0.7 New Accounting Pronouncements Adopted 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 January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment New Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 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 May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting |
Contract Receivables and Billin
Contract Receivables and Billings in Excess of Revenue Recognized | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 2. Contract Receivables and Billings in Excess of Revenue Recognized June 30, 2017 December 31, 2016 Billed accounts receivable $ 16,489 $ 21,588 Unbilled accounts receivable 12,775 7,262 29,264 28,850 Less: allowance for doubtful accounts (84) (66) $ 29,180 $ 28,784 Billings in excess of revenue recognized as of June 30, 2017 and December 31, 2016, are 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 | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and Equipment At June 30, 2017 and December 31, 2016, property and equipment consists of the following (in thousands): Estimated June 30, December 31, Life 2017 2016 Leasehold improvements Life of lease $ 1,324 $ 1,324 Computer hardware and software 1 - 3 years 464 329 Office furniture and equipment 1 - 7 years 114 110 1,902 1,763 Less: accumulated depreciation and amortization (845) (606) $ 1,057 $ 1,157 Depreciation and amortization expense on property and equipment totaled $0.1 million and $0.2 million, respectively, for the three and six months ended June 30, 2017 and $0.1 million and $0.3 million, respectively, for the three and six months ended June 30, 2016. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Intangible Assets June 30, 2017 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 8,672 $ 17,708 Trade name 15 years 13,460 2,452 11,008 $ 39,840 $ 11,124 $ 28,716 Identifiable intangible assets as of December 31, 2016, consist of the following (in thousands): 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 Amortization expense amounted to $ 1.6 3.3 1.8 3.5 Balance Gross carrying amount at December 31, 2016 $ 113,589 Accumulated impairment charges at December 31, 2016 (41,276) Net carrying value of goodwill at December 31, 2016 $ 72,313 Impairment charge for the quarter ended June 30, 2017 (21,137) Net carrying value of goodwill at June 30, 2017 $ 51,176 During the three months ended June 30, 2017, the Company recorded an impairment charge of $ 21.1 Upon completion of the interim goodwill impairment test, the Company recorded a noncash goodwill impairment charge of $ 21.1 29 0.7 6.7 4.7 10.4 The goodwill impairment charges are recorded as goodwill impairment in the consolidated statements of operations. A change in any of our assumptions, including key assumptions regarding revenue growth rate, adjusted EBITDA margins and weighted average cost of capital, individually or in the aggregate, or future financial performance that is below management expectations, may result in the carrying value of this reporting unit exceeding its fair value, and could result in additional impairment to goodwill and/or amortizable intangible assets in future periods. The primary method used to measure the impairment charge was the income method. The significant unobservable inputs used were based on company-specific information and included estimates of revenue, profit margins and discount rates. If the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment charge is recognized in the amount equal to that excess, not to exceed the carrying amount of the goodwill 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 charge was not required as of June 30, 2017 using this test. During the three months ended June 30, 2016, the Company did not identify any triggering events related to our goodwill and therefore was not required to test goodwill for impairment. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 5. Fair Value Measurements The Company has investments in mutual funds held in a Rabbi Trust which are classified as trading securities and are included in current assets on the accompanying condensed consolidated balance sheets. 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 8). 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. The mark to market adjustments are recorded in other income (expense), net, in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2017 which resulted in investment income of $ 0.01 0.03 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6. Debt June 30, December 31, 2017 2016 Term loan $ 74.975 $ 77,018 Less: debt discount on term loan (4,144) (4,828) Less: current portion (70,831) (4,496) $ - $ 67,694 Credit Agreement: 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 June 30, 2017 and December 31, 2016 was approximately 9.0 10.3 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 (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%. 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 using a provision of the Credit Agreement that allowed the Company to cure (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. The Company used the proceeds to reduce the principal balance of the term loan as required to effect the Cure Right. As of December 31, 2016, the Company did not meet the 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 the Credit Agreement (the “February Forbearance Agreement”) with MC Admin Co LLC and the other lenders under the Credit Agreement. The Company then entered into a Limited Waiver (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 • The Company must obtain lender consent prior to use of its revolving credit facility; and • The Company could not effect a Cure Right with respect to the quarter ending March 31, 2017. The Waiver does not apply to covenant non-compliance after December 31, 2016 or to covenants other than the Specified Financial Covenants. As of March 31, 2017 the Company was not in compliance with the covenants related to the consolidated EBITDA and the senior secured leverage ratio. In addition, on May 18, 2017, the Company received a Default Notice from MC Admin that states the Company was in default under the Credit Agreement for the Budget Delivery Default. The Company believes this notice is incorrect, as the Company previously provided the required information to the lenders on February 7, 2017. The Default Notice stated that MC Admin was not taking action to enforce the lenders’ rights under the Credit Agreement at this time, although it also provided that, as a result of the default, the lenders had no obligations under the Credit Agreement to provide any additional loans or letters of credit. As of June 30, 2017 the Company was not in compliance with the Specified Financial Covenants. The Lender has not granted a waiver or forbearance for the Budget Delivery Default or the covenant violations as of March 31, 2017 and June 30, 2017. One of the remedies the Lender has available to it, amongst others, is the ability to accelerate repayment of the debt, which the Company would not be able to immediately repay. The Lender’s not having granted a waiver or other relief and the potential acceleration of the debt by the Lender resulted in the reclassification of the debt from a long-term liability to a current liability as of March 31, 2017 and June 30, 2017. If the business continues to perform at the current level through the next quarter, the Company does not expect to satisfy the Specified Financial Covenants at that time, and it is likely that the Company will be in non-compliance at September 30, 2017. The Company’s inability to meet the required covenant levels could have a material adverse impact to the Company, including the need for the Company 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, or in more than two of any four fiscal quarters. The amount allowed under the Cure Right may not exceed the lesser of $ 2.5 20 5 Any additional forbearance, amendment or waiver under the Credit Agreement may result in increased interest rates or premiums and more restrictive covenants and other terms less advantageous to the Company, and may require the payment of a fee for such forbearance, amendment or waiver. If the Company is unable to renegotiate the financial covenants either through a new credit agreement or through an amendment of the existing financial covenants under the current Credit Agreement, we may not be able to obtain a forbearance, waiver or effect a cure, on acceptable terms. Even if the Lender does grant forbearance or an amendment to or waiver under the Credit Agreement, any future covenant non-compliance could give rise to an event of default thereunder. If the Lender does not grant forbearance or a waiver of the covenant non-compliance as of March 31, 2017 and June 30, 2017, the Budget Delivery Default, or any future covenant non-compliance, the indebtedness under the Credit Agreement could be declared immediately due and payable, which could have a material adverse effect on the Company. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 7. Commitments and Contingencies 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. |
Deferred Compensation Plan
Deferred Compensation Plan | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Deferred Compensation Plan The Company maintains a deferred compensation plan (the Deferred Compensation Plan) in the form of a Rabbi Trust, covering key managerial employees of the Company as determined by the Board of Directors. The Deferred Compensation Plan gives certain senior employees the ability to defer all, or a portion, of their salaries and bonuses on a pre-tax basis and invest the funds in marketable securities that can be bought and sold at the employee’s discretion. The future compensation is payable upon either termination of employment or change of control. The liabilities are classified within current liabilities as of June 30, 2017 and December 31, 2016 on the condensed consolidated balance sheets. The assets held in the Rabbi Trust are comprised of mutual funds and are carried at fair value based on the quoted market prices. As of June 30, 2017 and December 31, 2016, the amount payable under the Deferred Compensation Plan was equal to the value of the assets owned by the Company. These assets total $ 0.4 0.3 0.04 0.08 4.1 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 9. Related Party Transactions A company owned by a party related to the majority stockholder of the Company is both a subcontractor to and customer of the Company on various contracts. As of June 30, 2017 there were no amounts due from this entity and at December 31, 2016, amounts due from this entity totaled $ 0.01 0.01 0.03 0.04 No amount was due to this entity as of June 30, 2017 and December 31, 2016 for amounts relating to work performed under subcontracts. The Company recorded no direct costs for the three and six months ended June 30, 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 three and six months ended June 30, 2017 totaled $ 0.1 0.3 0.1 0.3 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders’ Equity 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 June 30, 2017 and December 31, 2016, the Company had authorized for issuance 100,000,000 0.0001 16,625,849 16,603,449 33,600 10,000,000 0.0001 |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 11. Stock Based Compensation In connection with the approval of the Business Combination, the 2015 Omnibus Incentive Plan (the Plan) was approved by stockholders to provide incentives to key employees, directors, and consultants of the Company and its subsidiaries. Awards under the Plan are generally not restricted for any specific form or structure and could include, without limitation, stock options, stock appreciation rights, dividend equivalent rights, restricted stock awards, cash-based awards, or other right or benefit under the Plan. The Plan allowed for the lesser of: (i) 1.6 8 0.6 0.9 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 40 100 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 During the first quarter of 2017, the Company granted non-qualified stock option awards under the Plan to certain employees and senior management of the Company. The stock option awards expire in ten years from the date of grant and vest in 20 4.0 2017 2016 Expected dividend yield 0% 0% Risk-free interest rate 1.9% 1.7% Expected option term 6 years 6 years Volatility 85.3% 88.2% Weighted-average fair value 1.44 3.24 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 $ 0.1 0.5 0.2 0.3 0.04 0.2 0.08 0.1 0.8 2.6 Weighted Average Remaining Aggregate Intrinsic Options Weighted Average Exercise Price Contractual Term (Years) Value Outstanding, beginning of period 679,308 $ 4.28 Granted 460,808 5.00 Exercised - - Forfeited (237,650) 5.00 Outstanding, end of period 902,466 4.46 9.26 $ - Exercisable, end of period 411,946 $ 4.43 9.13 $ - There was no aggregate intrinsic value for the options outstanding and exercisable at June 30, 2017, 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 $ 0.02 0.05 0.02 0.01 0.02 0.01 There were no outstanding non-vested restricted awards as of June 30, 2017, and there were 22,400 44,800 11,200 1.99 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 12. Income Taxes The effective income tax rate was 12.7 16.5 38.9 34.8 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 13. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Termination of the Merger Agreement by PSS On July 1, 2017, the Agreement and Plan of Merger, dated as of February 18, 2017, and amended on May 8, 2017, among STG Group, Inc. (the “Company”), PSS Holdings, Inc. (“PSS”) and the other parties thereto was terminated by PSS following the expiration of the date for closing the transaction in accordance with the terms of the agreement. In connection with the termination, and pursuant to the terms of the agreement, PSS retained the $ 925,000 |
Nature of Business and Signif20
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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. |
Consolidation, Policy [Policy Text Block] | Basis of presentation: In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and six months ended June 30, 2017 and 2016, are not necessarily indicative of the results that may be expected for the entire fiscal year. Figures are expressed in thousands of dollars unless otherwise indicated |
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. |
Going Concern [Policy Text Block] | Going concern: The Company was not in compliance with its financial covenants related to the consolidated EBITDA and the senior secured leverage ratio under the Credit Agreement among the Company, MC Admin Co LLC (the “Lender”) and the other lenders party thereto (the “Credit Agreement”) at September 30, 2016, December 31, 2016, March 31, 2017, and June 30, 2017, and was also not in compliance with its financial covenant related to the fixed charge coverage ratio under the Credit Agreement (collectively with the consolidated EBITDA and senior secured leverage ratio covenants, the “Specified Financial Covenants”) at June 30, 2017. At September 30, 2016, the non-compliance was cured by raising equity from stockholders (“Equity Cure”) as was allowed by the Credit Agreement. At December 31, 2016 the Company received a forbearance which expired on March 31, 2017. The Company then 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 covenants related to the consolidated EBITDA, and the senior secured leverage ratio as of December 31, 2016. Pursuant to the Waiver: • Loans under the Credit Agreement are subject to additional interest at a rate of 2 • The Company must obtain lender consent prior to use of its revolving credit facility; and • The Company could not effect a Cure Right with respect to the quarter ending March 31, 2017. The Company was not in compliance with the covenants related to the consolidated EBITDA and the senior secured leverage ratio for quarter ended March 31, 2017 and was not in compliance with the Specified Financial Covenants for the quarter ended June 30, 2017. The Lender has not granted a waiver for the covenant violations as of March 31, 2017 and June 30, 2017. Without a waiver or other relief under the Credit Agreement, one of the remedies the Lender has available to it, amongst others, is the ability to accelerate repayment of the debt, which the Company would not be able to immediately repay. If the business continues to perform at the current level through the next quarter, the Company does not expect to satisfy the Specified Financial Covenants at that time, and it is likely that the Company will be in non-compliance at September 30, 2017. The Company’s inability to meet the required covenant levels could have a material adverse impact to the Company, including the need for the Company 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, or in more than two of any four fiscal quarters. The amount allowed under the Cure Right may not exceed the lesser of $ 2.5 20 5 The Lender’s not having granted a waiver or other relief from the Lender and the potential acceleration of the debt by the Lender resulted in the reclassification of debt from a long-term liability to a current liability as of March 31, 2017 and June 30, 2017. Even if the Lender does grant forbearance or an amendment to or waiver under the Credit Agreement, any future covenant non-compliance could give rise to an event of default thereunder. In addition, on May 18, 2017, the Company received a notice of default (the “Default Notice”) from MC Admin Co LLC (“MC Admin”) that states the Company was in default under the Credit Agreement for failing to deliver an annual budget to the lenders on January 15, 2017 as required by the Credit Agreement (the “Budget Delivery Default”). The Company believes this notice is incorrect, as the Company previously provided the required information to the lenders on February 7, 2017. The Default Notice stated that MC Admin was not taking action to enforce the lenders’ rights under the Credit Agreement at this time, although it also provided that, as a result of the default, the lenders had no obligations under the Credit Agreement to provide any additional loans or letters of credit. The Lender has not granted a waiver or other relief from the Budget Delivery Default. The potential acceleration of the loan repayment due to the Lender not providing a waiver required the Company 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 Raise additional equity which would be used to reduce the loan, or 3. Renegotiate the current Credit Agreement to obtain relief from the existing financial covenants and other terms. As discussed in our Form 10-Q for the quarter ended March 31, 2017, based on the facts that existed as of December 31, 2016, management determined that it was probable that the condition giving rise to the going concern evaluation had been sufficiently alleviated as of December 31, 2016. However, the Lender has not currently granted a waiver or other relief for the Budget Delivery Default or the financial covenant violations as of March 31, 2017 or June 30, 2017. Consequently, management has changed our assessment regarding the potential acceleration of the loan repayment made as of December 31, 2016. As the Lender has not currently granted a waiver or other form of relief for the financial covenant violations as of March 31, 2017 or June 30, 2017, and as disclosed above, sent us a default letter on May 18, 2017, there exists substantial doubt about our ability to continue as a going concern, in the event the Lender exercises its rights to accelerate the repayment of the loan. 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. |
Revenue Recognition, Loyalty Programs [Policy Text Block] | 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 six months ended June 30, 2017 and 2016. For the six months ended June 30, 2017 and 2016, there were two customers that each provided revenue in excess of 10 82 80 83 80 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: There was one vendor that comprised approximately 11 11 12 |
Investments Held In Rabbi Trust [Policy Text Block] | Investments held in Rabbi Trust: |
Receivables, Policy [Policy Text Block] | Contract receivables: Unbilled amounts represent costs and anticipated profits awaiting milestones to bill, contract retainages, award fees and fee withholdings, as well as amounts currently billable In accordance with industry practice, contract receivables relating to long-term contracts are classified as current, even though portions of these amounts may not be realized within one year. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Management has recorded an allowance for contract receivables that are considered to be uncollectible. Both billed and unbilled receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | During the three months ended June 30, 2017, the Company performed an interim impairment test of its intangible assets and concluded that no impairment existed. During the three and six months ended June 30, 2016 there were no adverse changes in long-lived assets which caused a need for an impairment analysis. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Identifiable intangible assets: |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill: using a two-step approach, which was performed at the reporting unit level. In the second step, the implied value of the goodwill was 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 exceeded the implied fair value of the goodwill, an impairment charge was 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 was not less than the carrying value of the reporting unit, the two-step goodwill test was not required. During the second quarter of 2017, the Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment 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 a 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 a 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, as of the Closing Date of the Business Combination, the Company determined that there was one reporting unit. During the six months ended June 30, 2017, the Company was unable to achieve its targeted revenue and profit forecasts; therefore, the Company recorded an impairment charge on goodwill of $ 21.1 |
Income Tax, Policy [Policy Text Block] | Income taxes: Income Taxes 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 six months ended June 30, 2017 and 2016. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 June 30, 2017 and December 31, 2016, 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 condensed 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: |
Debt issuance costs [Policy Text Block] | Debt issuance costs: Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 0.3 0.7 0.4 0.7 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock based compensation: |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share: |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Adopted 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 January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment New Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 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 May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following table summarizes the revision made to the Company’s long-term debt as of December 31, 2016 in its Consolidated Balance Sheets for the year ended December 31, 2016 (dollars in thousands): Previously Revised Long-term debt, net of current portion and discount 72,522 67,694 |
Contract Receivables and Bill22
Contract Receivables and Billings in Excess of Revenue Recognized (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Contract Receivables [Table Text Block] | At June 30, 2017 and December 31, 2016, contract receivables consist of the following (in thousands): June 30, 2017 December 31, 2016 Billed accounts receivable $ 16,489 $ 21,588 Unbilled accounts receivable 12,775 7,262 29,264 28,850 Less: allowance for doubtful accounts (84) (66) $ 29,180 $ 28,784 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | At June 30, 2017 and December 31, 2016, property and equipment consists of the following (in thousands): Estimated June 30, December 31, Life 2017 2016 Leasehold improvements Life of lease $ 1,324 $ 1,324 Computer hardware and software 1 - 3 years 464 329 Office furniture and equipment 1 - 7 years 114 110 1,902 1,763 Less: accumulated depreciation and amortization (845) (606) $ 1,057 $ 1,157 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Identifiable intangible assets as of June 30, 2017, consist of the following (in thousands): June 30, 2017 Estimated Accumulated Life Cost Amortization Net Customer relationships 8 years $ 26,380 $ 8,672 $ 17,708 Trade name 15 years 13,460 2,452 11,008 $ 39,840 $ 11,124 $ 28,716 Identifiable intangible assets as of December 31, 2016, consist of the following (in thousands): 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 |
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill are as follows (in thousands): Balance Gross carrying amount at December 31, 2016 $ 113,589 Accumulated impairment charges at December 31, 2016 (41,276) Net carrying value of goodwill at December 31, 2016 $ 72,313 Impairment charge for the quarter ended June 30, 2017 (21,137) Net carrying value of goodwill at June 30, 2017 $ 51,176 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The Company’s debt as of June 30, 2017 and December 31, 2016 consists of the following: June 30, December 31, 2017 2016 Term loan $ 74.975 $ 77,018 Less: debt discount on term loan (4,144) (4,828) Less: current portion (70,831) (4,496) $ - $ 67,694 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | During the six months ended June 30, 2017 and 2016, the fair value of each option was estimated on the date of grant using the Black-Scholes model that uses the following weighted average assumptions: 2017 2016 Expected dividend yield 0% 0% Risk-free interest rate 1.9% 1.7% Expected option term 6 years 6 years Volatility 85.3% 88.2% Weighted-average fair value 1.44 3.24 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock option awards as of June 30, 2017, and changes during the six months ended June 30, 2017 were as follows: Weighted Average Remaining Aggregate Intrinsic Options Weighted Average Exercise Price Contractual Term (Years) Value Outstanding, beginning of period 679,308 $ 4.28 Granted 460,808 5.00 Exercised - - Forfeited (237,650) 5.00 Outstanding, end of period 902,466 4.46 9.26 $ - Exercisable, end of period 411,946 $ 4.43 9.13 $ - |
Nature of Business and Signif27
Nature of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||
Goodwill, Impairment Loss | $ 21,137 | $ 0 | $ 21,137 | $ 0 |
Amortization of Debt Discount (Premium) | 300 | $ 400 | 700 | $ 700 |
Line of Credit Facility, Current Borrowing Capacity | 2,500 | 2,500 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 | $ 5,000 | ||
Percentage Of Line Of Credit Facility Current Borrowing Capacity On Ebitda | 20.00% | 20.00% | ||
Credit Agreement [Member] | ||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | ||
Sales Revenue, Net [Member] | ||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||
Concentration Risk, Percentage | 83.00% | 80.00% | 82.00% | 80.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||
Cost of Goods, Product Line [Member] | ||||
Nature of Business and Significant Accounting Policies Disclosure [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | 11.00% | 11.00% | 12.00% |
Concentration Risk, Supplier | one vendor | one vendor | one vendor | one vendor |
Contract Receivables and Bill28
Contract Receivables and Billings in Excess of Revenue Recognized (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Billed accounts receivable | $ 16,489 | $ 21,588 |
Unbilled accounts receivable | 12,775 | 7,262 |
Accounts Receivable, Gross | 29,264 | 28,850 |
Less: allowance for doubtful accounts | (84) | (66) |
Accounts and Other Receivables, Net, Current | $ 29,180 | $ 28,784 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Gross | $ 1,902 | $ 1,763 |
Less: accumulated depreciation and amortization | (845) | (606) |
Property, Plant and Equipment, Net, Total | $ 1,057 | 1,157 |
Leasehold improvements [Member] | ||
Estimated Life | Life of lease | |
Property, Plant and Equipment, Gross | $ 1,324 | 1,324 |
Computer hardware and software [Member] | ||
Property, Plant and Equipment, Gross | $ 464 | 329 |
Computer hardware and software [Member] | Maximum [Member] | ||
Estimated Life (years) | 3 years | |
Computer hardware and software [Member] | Minimum [Member] | ||
Estimated Life (years) | 1 year | |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 114 | $ 110 |
Office furniture and equipment [Member] | Maximum [Member] | ||
Estimated Life (years) | 7 years | |
Office furniture and equipment [Member] | Minimum [Member] | ||
Estimated Life (years) | 1 year |
Property and Equipment (Detai30
Property and Equipment (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Depreciation, Depletion and Amortization, Total | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.3 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Cost | $ 39,840 | $ 39,840 |
Accumulated Amortization | 11,124 | 7,856 |
Net | $ 28,716 | $ 31,984 |
Customer relationships [Member] | ||
Estimated Life | 8 years | 8 years |
Cost | $ 26,380 | $ 26,380 |
Accumulated Amortization | 8,672 | 6,136 |
Net | $ 17,708 | $ 20,244 |
Trade name [Member] | ||
Estimated Life | 15 years | 15 years |
Cost | $ 13,460 | $ 13,460 |
Accumulated Amortization | 2,452 | 1,720 |
Net | $ 11,008 | $ 11,740 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||||
Gross carrying amount at December 31, 2016 | $ 113,589 | ||||
Accumulated impairment charges at December 31, 2016 | $ (41,276) | ||||
Net carrying value of goodwill at December 31, 2016 | $ 72,313 | ||||
Impairment charge for the quarter ended June 30, 2017 | $ 21,137 | $ 0 | 21,137 | $ 0 | |
Net carrying value of goodwill at June 30, 2017 | $ 51,176 | $ 51,176 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization of Intangible Assets | $ 3,300 | $ 1,800 | $ 3,268 | $ 3,502 |
Goodwill, Impairment Loss | $ 21,137 | $ 0 | $ 21,137 | 0 |
Percentage of Impairment Charge On Goodwill | 29.00% | |||
Seamast [Member] | ||||
Estimated Additional Goodwill Impairment Loss | $ 6,700 | |||
Access [Member] | ||||
Goodwill, Impairment Loss | 21,100 | |||
Estimated Additional Goodwill Impairment Loss | 4,700 | |||
DSTI [Member] | ||||
Estimated Additional Goodwill Impairment Loss | 700 | |||
Parent Company [Member] | ||||
Goodwill, Impairment Loss | $ 21,100 | |||
Estimated Additional Goodwill Impairment Loss | $ 10,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Investment Income, Net, Total | $ 10 | $ (400) | $ 30 | $ (400) |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Term loan | $ 74,975 | $ 77,018,000 |
Less: debt discount on term loan | (4,144,000) | (4,828,000) |
Less: current portion | (70,831,000) | (4,496,000) |
Long-term Debt, Excluding Current Maturities | $ 0 | $ 67,694,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Debt Related Commitment Fees and Debt Issuance Costs | $ 6.4 | |
Percentage Of Line Of Credit Facility Current Borrowing Capacity On Ebitda | 20.00% | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 5 | |
Line of Credit Facility, Current Borrowing Capacity | $ 2.5 | |
Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |
Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Interest Rate During Period | 9.00% | 10.30% |
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 | $ 81.8 | |
Debt Instrument, Maturity Date | Nov. 23, 2020 | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Face Amount | $ 15 | |
Uncommitted Accordion Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Face Amount | $ 90 |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 25, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Deferred Compensation Arrangement with Individual, Distribution Paid | $ 4,100 | |||
Deferred Compensation, Excluding Share-based Payments and Retirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Deferred Compensation Arrangement with Individual, Contributions by Employer | $ 40 | $ 80 | ||
Deferred Compensation Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Deferred Compensation Plan Assets | $ 400 | $ 400 | $ 300 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Due from Related Parties | $ 10,000 | ||||
Revenue from Related Parties | $ 30,000 | $ 10,000 | $ 40,000 | ||
Due to Related Parties | $ 0 | 0 | $ 0 | ||
Related Party Costs | 0 | 0 | |||
Related Party Transaction, Amounts of Transaction | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Nov. 23, 2015 |
Class of Stock [Line Items] | |||
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 | 16,625,849 | 16,603,449 | |
Common Stock, Shares, Outstanding | 16,625,849 | 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] | |||
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 Based Compensation (Detai
Stock Based Compensation (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.90% | 1.70% |
Expected option term | 6 years | 6 years |
Volatility | 85.30% | 88.20% |
Weighted-average fair value | $ 1.44 | $ 3.24 |
Stock Based Compensation (Det41
Stock Based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Outstanding, beginning of period, Options | shares | 679,308 |
Granted, Options | shares | 460,808 |
Exercised, Options | shares | 0 |
Forfeited, Options | shares | (237,650) |
Outstanding, end of period, Options | shares | 902,466 |
Exercisable, end of period, Options | shares | 411,946 |
Outstanding, beginning of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.28 |
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | 5 |
Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Forfeited, Weighted Average Exercise Price (in dollars per share) | $ / shares | 5 |
Outstanding, end of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | 4.46 |
Exercisable, end of period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.43 |
Weighted Average Remaining Contractual Term (Years), Outstanding, end of period | 9 years 3 months 4 days |
Weighted Average Remaining Contractual Term (Years), Exercisable, end of period | 9 years 1 month 17 days |
Aggregate Intrinsic Value, Outstanding, end of period (in dollars) | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable, end of period (in dollars) | $ | $ 0 |
Stock Based Compensation (Det42
Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 7 months 6 days | ||||||||
Restricted Stock or Unit Expense | $ 100 | $ 200 | $ 500 | $ 300 | |||||
Excess Tax Benefit from Share-based Compensation, Operating Activities | 40 | 80 | 200 | 100 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 800 | 800 | |||||||
Restricted Stock [Member] | |||||||||
Restricted Stock or Unit Expense | 20 | 20 | 50 | 20 | |||||
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 10 | $ 10 | $ 20 | $ 10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 44,800 | 44,800 | 44,800 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 22,400 | 11,200 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 1.99 | $ 1.99 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 1.99 | ||||||||
Non-qualified Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year 6 months | 4 years 6 months | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||
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 | 600,000 | 600,000 | 900,000 | ||||||
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 Rights, Percentage | 40.00% | 40.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Effective Income Tax Rate Reconciliation, Percent | 12.70% | 38.90% | 16.50% | 34.80% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | May 08, 2017USD ($) |
Other Payments to Acquire Businesses | $ 925,000 |