Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 04, 2013 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
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Basis of Presentation |
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The accompanying unaudited condensed consolidated financial information of the Company as of and for the three and nine month periods ended October 4, 2013 and September 28, 2012 have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they are unaudited and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities & Exchange Commission (“SEC”). However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included and the Company believes the disclosures made are adequate to make the information presented not misleading. |
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The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended September 28, 2012, which are included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 7, 2013. |
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Effective January 14, 2013, the Board of Directors of the Company (the “Board”) elected to change the Company’s fiscal year from the Friday closest to September 30th to the Friday closest to December 31st. The change was intended to align the Company’s fiscal periods more closely with the seasonality of its business and improve comparability with industry peers. The Company’s fiscal quarters consist of 13 week periods, with the exception of a 53-week fiscal year during which the first quarter consists of a 14 week period. The three months ended April 5, 2013 was a 14-week fiscal quarter, accordingly the nine months ended October 4, 2013 includes 40 weeks. |
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On May 7, 2013, our wholly owned CRS Group subsidiary acquired certain assets and assumed certain liabilities of the Summit division of Tri-Tel (the "Summit Acquisition"). Tri-Tel is a related party that is owned by our controlling shareholder, Robert Cassera, a member of the Board who was the beneficial owner of 89.9% of the outstanding shares of our common stock through personal holdings and holdings of entities owned by him, including Tri-Tel, Tri-State Employment Services, Inc.,TS Employment Services, Inc. and TSE-PEO, Inc. (collectively “Tri-State”). In accordance with U.S. GAAP we recorded the Summit Acquisition under the "as if pooling-of-interests" method, as described in Note 3 to these unaudited condensed consolidated financial statements. |
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Revenue Recognition |
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Staffing and consulting revenues are recognized when professionals deliver services. Permanent placement revenue, which generated 0.4% and 0.8% of revenues for the three months ended and 0.6% and 0.9% for the nine months ended October 4, 2013 and September 28, 2012, respectively, is recognized when the candidate commences employment, net of an allowance for those not expected to remain with clients through a 90-day guarantee period, wherein the Company is obligated to find a suitable replacement. |
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Software and related service revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. Multi-year licensing arrangements typically include a perpetual license for current products combined with rights to receive future versions of software products on a when-and-if-available basis and are accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the billing coverage period. Revenue from certain arrangements that allow for the use of a product or service over a period of time without taking possession of software are also accounted for as subscriptions. |
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Accounts Receivable |
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The Company maintains an allowance for doubtful accounts for estimated losses resulting from its clients failing to make required payments for services rendered. Management estimates this allowance based upon knowledge of the financial condition of its clients, review of historical receivables and reserve trends and other pertinent information. If the financial condition of our clients deteriorates or there is an unfavorable trend in aggregate receivable collections, additional allowances may be required. The Company sells its accounts receivable under a sale agreement, as described in Note 5 to these unaudited condensed consolidated financial statements. |
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Intangible Assets |
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Goodwill and other intangible assets with indefinite lives are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. Intangible assets with finite lives are subject to amortization, and are tested for impairment when events and circumstances indicate that an asset or asset group might be impaired. See Note 4. |
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Related Party Liabilities |
The Company classifies liabilities to related parties on its balance sheet as the following: |
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• | Accrued wages and related obligations – due to related party represent accrued wages, taxes and other related items that have not yet been invoiced. | | | | | | | | | | | | | | |
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• | Loan payable – related party represents amounts due for items that have been invoiced from Tri-State. Tri-State charges the Company interest on a monthly basis at 12% per annum of the outstanding loan balance. | | | | | | | | | | | | | | |
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• | Related party long-term debt represents amounts due for long-term borrowings from a related party. | | | | | | | | | | | | | | |
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Per Share Information |
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The Company presents both basic and diluted earnings per share amounts (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects any potential dilution that could occur if securities or other contracts to issue common stock, such as options, warrants, convertible notes and convertible preferred stock, were exercised or converted into common stock or could otherwise cause the issuance of common stock that then shared in earnings. |
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When a net loss is recognized, the diluted loss per share is not computed because any potential issuance of shares of common stock would reduce the reported loss per share and, therefore, have an anti-dulitive effect. Therefore, such potential issuance of shares of common stock is included in the computation of diluted earnings per share for the three months and nine months ended October 4, 2013 and the three months ended September 28, 2012 but not for the nine months ended September 28, 2012. |
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The following table sets forth the computation of basic and diluted per share information: |
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| Three Months Ended | | Nine Months Ended |
| October 4, | | September 28, | | October 4, | | September 28, |
| 2013 | | 2012 | | 2013 | | 2012 |
| (unaudited) | | (unaudited and restated) | | (unaudited) | | (unaudited and restated) |
Numerator: | | | | | | | |
Net income (loss) | $ | 4,397,000 | | | $ | 1,392,000 | | | $ | 6,543,000 | | | $ | (3,582,000 | ) |
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Denominator: | | | | | | | |
Weighted average shares of common stock outstanding | 157,318,000 | | | 153,343,000 | | | 156,675,000 | | | 142,505,000 | |
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Dilutive effect of stock options and warrants | 5,578,000 | | | 250,000 | | | 2,720,000 | | | — | |
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Weighted average shares of common stock outstanding, assuming dilution | 162,896,000 | | | 153,593,000 | | | 159,395,000 | | | 142,505,000 | |
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Net income (loss) per share: | | | | | | | |
Basic | $ | 0.03 | | | $ | 0.01 | | | $ | 0.04 | | | $ | (0.03 | ) |
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Diluted | $ | 0.03 | | | $ | 0.01 | | | $ | 0.04 | | | $ | (0.03 | ) |
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Income Taxes |
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The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are recognized for the estimated tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end, based on enacted tax laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized when, in management’s opinion, it is more likely than not that the future tax benefits from some portion of the deferred tax assets will not be realized. U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that will likely be sustained under examination. Tax exposures can involve complex issues and may require an extended period to resolve. |
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In the three months ended October 4, 2013, the Company completed the utilization of its net operating loss carryforwards ("NOLs") and, as a result, had no effective tax rate. The Company has recorded $3,000,000 and $1,300,000 of deferred income tax assets and liabilities, respectively as of October 4, 2013. In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or NOLs can be utilized. The Company's management considered the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies and projected future taxable income in determining whether a valuation allowance is warranted. |
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As of October 4, 2013, the Company's management determined that it is more-likely-than-not that some portion of our deferred tax assets will not be realized and we maintained a valuation allowance of $1,256,000, decreasing the valuation by $444,000 for the three months ended October 4, 2013. |
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Use of Estimates |
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The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. |
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Reclassifications |
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Certain reclassifications have been made to the accompanying unaudited condensed consolidated financial statements of the prior periods to conform to the current period’s presentation. |