Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 26, 2021 | Nov. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 26, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36704 | |
Entity Registrant Name | BGSF, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0656684 | |
Entity Address, Address Line One | 5850 Granite Parkway, Suite 730 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 972 | |
Local Phone Number | 692-2400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BGSF | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 10,403,869 | |
Entity Central Index Key | 0001474903 | |
Current Fiscal Year End Date | --12-26 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Current assets | ||
Accounts receivable (net of allowance for credit losses of $521,001 and $492,087 for 2021 and 2020, respectively) | $ 54,051,208 | $ 41,493,800 |
Prepaid expenses and other current assets | 1,842,650 | 2,154,966 |
Other current assets | 19,898 | 0 |
Total current assets | 55,913,756 | 43,648,766 |
Property and equipment, net | 3,046,081 | 3,723,582 |
Other assets | ||
Deposits | 4,142,234 | 4,016,002 |
Other assets | 1,321,368 | 1,195,143 |
Deferred income taxes, net | 4,887,702 | 5,827,673 |
Right-of-use asset - operating leases | 4,674,345 | 6,009,054 |
Intangible assets, net | 35,959,677 | 33,781,168 |
Goodwill | 34,155,493 | 32,076,880 |
Other Assets, Total | 85,140,819 | 82,905,920 |
Total assets | 144,100,656 | 130,278,268 |
Current liabilities | ||
Long-term debt, current portion | 3,375,000 | 2,625,000 |
Accrued interest | 125,072 | 78,134 |
Accounts payable | 362,785 | 219,693 |
Accrued payroll and expenses | 15,515,677 | 11,448,403 |
Lease liability, current portion | 2,060,525 | 2,031,898 |
Other current liabilities | 3,549,785 | 0 |
Income taxes payable | 592,188 | 1,861,116 |
Total current liabilities | 26,633,782 | 18,264,244 |
Line of credit (net of deferred finance fees of $211,967 and $268,076 at 2021 and 2020, respectively) | 13,430,982 | 5,709,266 |
Long-term debt, less current portion | 24,050,000 | 26,300,000 |
Contingent consideration, less current portion | 969,057 | 2,287,926 |
Lease liability, less current portion | 3,366,279 | 4,903,539 |
Other long-term liabilities | 3,619,830 | 7,355,541 |
Total liabilities | 72,069,930 | 64,820,516 |
Commitments and contingencies | ||
Preferred stock, $0.01 par value per share, 500,000 shares authorized, -0- shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share; 19,500,000 shares authorized, 10,401,312 and 10,328,379 shares issued and outstanding for 2021 and 2020, respectively, net of treasury stock, at cost, 1,845 and 1,235 shares for 2021 and 2020, respectively. | 66,121 | 73,834 |
Additional paid in capital | 61,487,340 | 60,457,044 |
Retained earnings | 10,531,878 | 5,049,748 |
Accumulated other comprehensive loss | (54,613) | (122,874) |
Total stockholders’ equity | 72,030,726 | 65,457,752 |
Total liabilities and stockholders’ equity | $ 144,100,656 | $ 130,278,268 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses receivable, current | $ 521,001 | $ 492,087 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 |
Common stock, shares issued (in shares) | 10,403,869 | 10,328,379 |
Common stock, shares outstanding (in shares) | 10,403,869 | 10,328,379 |
Treasury stock, shares outstanding (in shares) | 1,235 | 1,235 |
Deferred finance costs, line of credit arrangements, net | $ 211,967 | $ 268,076 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 82,352,022 | $ 71,518,691 | $ 224,455,249 | $ 208,192,454 |
Cost of services | 57,685,150 | 51,806,765 | 159,190,832 | 151,299,654 |
Gross profit | 24,666,872 | 19,711,926 | 65,264,417 | 56,892,800 |
Selling, general and administrative expenses | 18,488,691 | 14,869,009 | 52,980,905 | 45,379,075 |
Gain on contingent consideration | (1,208,269) | (76,102) | (2,402,844) | (76,102) |
Depreciation and amortization | 1,190,710 | 1,270,951 | 2,940,967 | 4,129,615 |
Operating income | 6,195,740 | 3,648,068 | 11,745,389 | 220,698 |
Interest expense, net | 431,332 | 359,805 | 1,026,392 | 1,245,489 |
Income (Loss) before income taxes | 5,764,408 | 3,288,263 | 10,718,997 | (1,024,791) |
Income tax expense (benefit) | 1,120,799 | 722,700 | 1,920,753 | (259,951) |
Net income (loss) | 4,643,609 | 2,565,563 | 8,798,244 | (764,840) |
Change in unrealized (gains) losses on cash flow hedges | (6,232) | (17,241) | (68,261) | 154,482 |
Other comprehensive (income) loss | (6,232) | (17,241) | (68,261) | 154,482 |
Net comprehensive income (loss) | $ 4,649,841 | $ 2,582,804 | $ 8,866,505 | $ (919,322) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.45 | $ 0.25 | $ 0.85 | $ (0.07) |
Diluted (in dollars per share) | $ 0.45 | $ 0.25 | $ 0.85 | $ (0.07) |
Weighted-average shares outstanding: | ||||
Basic (shares) | 10,380,900 | 10,312,939 | 10,351,319 | 10,309,457 |
Diluted (shares) | 10,427,112 | 10,326,493 | 10,404,900 | 10,309,457 |
Cash dividends declared per common share | $ 0.12 | $ 0.05 | $ 0.32 | $ 0.40 |
Impairment losses | $ 0 | $ 0 | $ 0 | $ 7,239,514 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Treasury Stock Amount | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Stockholders’ equity, beginning balance at Dec. 29, 2019 | $ 68,456,990 | $ 0 | $ 103,093 | $ (27,318) | $ 59,617,787 | $ 8,763,428 | $ 0 |
Stockholders’ equity, beginning balance (in shares) at Dec. 29, 2019 | 10,309,236 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 192,913 | 192,913 | |||||
Issuance of restricted shares (in shares) | 2,250 | ||||||
Issuance of restricted shares | 0 | $ (23) | 23 | ||||
Cash dividend declared | (3,092,771) | (3,092,771) | |||||
Net income (loss) | 1,498,860 | 1,498,860 | |||||
Stockholders’ equity, ending balance at Mar. 29, 2020 | 67,055,992 | 0 | $ 103,070 | (27,318) | 59,810,723 | 7,169,517 | 0 |
Stockholders’ equity, ending balance (in shares) at Mar. 29, 2020 | 10,306,986 | ||||||
Stockholders’ equity, beginning balance at Dec. 29, 2019 | 68,456,990 | 0 | $ 103,093 | (27,318) | 59,617,787 | 8,763,428 | 0 |
Stockholders’ equity, beginning balance (in shares) at Dec. 29, 2019 | 10,309,236 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (764,840) | ||||||
Stockholders’ equity, ending balance at Sep. 27, 2020 | 64,034,756 | 0 | $ 103,170 | (27,318) | 60,238,267 | 3,875,119 | (154,482) |
Stockholders’ equity, ending balance (in shares) at Sep. 27, 2020 | 10,317,018 | ||||||
Stockholders’ equity, beginning balance at Mar. 29, 2020 | 67,055,992 | 0 | $ 103,070 | (27,318) | 59,810,723 | 7,169,517 | 0 |
Stockholders’ equity, beginning balance (in shares) at Mar. 29, 2020 | 10,306,986 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 193,077 | 193,077 | |||||
Share issuance cost | (10,000) | ||||||
Exercise of common stock options and warrants (in shares) | 0 | ||||||
Exercise of common stock options | 10,000 | $ 0 | |||||
Cash dividend declared | (515,349) | (515,349) | |||||
Net income (loss) | (4,829,263) | (4,829,263) | |||||
Unrealized gains (losses) on cash flow hedges | (171,723) | ||||||
Stockholders’ equity, ending balance at Jun. 28, 2020 | 61,722,734 | 0 | $ 103,070 | (27,318) | 59,993,800 | 1,824,905 | (171,723) |
Stockholders’ equity, ending balance (in shares) at Jun. 28, 2020 | 10,306,986 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 244,567 | 244,567 | |||||
Issuance of restricted shares (in shares) | (10,032) | ||||||
Issuance of restricted shares | $ 100 | (100) | |||||
Cash dividend declared | (515,349) | (515,349) | |||||
Net income (loss) | 2,565,563 | 2,565,563 | |||||
Unrealized gains (losses) on cash flow hedges | 17,241 | ||||||
Stockholders’ equity, ending balance at Sep. 27, 2020 | 64,034,756 | 0 | $ 103,170 | (27,318) | 60,238,267 | 3,875,119 | (154,482) |
Stockholders’ equity, ending balance (in shares) at Sep. 27, 2020 | 10,317,018 | ||||||
Stockholders’ equity, beginning balance at Dec. 27, 2020 | 65,457,752 | 0 | $ 103,284 | (29,450) | 60,457,044 | 5,049,748 | (122,874) |
Stockholders’ equity, beginning balance (in shares) at Dec. 27, 2020 | 10,328,379 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 236,007 | 236,007 | |||||
Share issuance cost | (10,000) | (10,000) | |||||
Issuance of restricted shares (in shares) | (7,518) | ||||||
Issuance of restricted shares | 0 | $ 75 | (75) | ||||
Exercise of common stock options and warrants (in shares) | 213 | ||||||
Exercise of common stock options | 0 | $ 2 | (2) | ||||
Cash dividend declared | (1,033,597) | (1,033,597) | |||||
Net income (loss) | 711,797 | 711,797 | |||||
Unrealized gains (losses) on cash flow hedges | (32,215) | 32,215 | |||||
Stockholders’ equity, ending balance at Mar. 28, 2021 | 65,394,174 | 0 | $ 103,361 | (29,450) | 60,682,974 | 4,727,948 | (90,659) |
Stockholders’ equity, ending balance (in shares) at Mar. 28, 2021 | 10,336,110 | ||||||
Stockholders’ equity, beginning balance at Dec. 27, 2020 | $ 65,457,752 | 0 | $ 103,284 | (29,450) | 60,457,044 | 5,049,748 | (122,874) |
Stockholders’ equity, beginning balance (in shares) at Dec. 27, 2020 | 10,328,379 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of ESPP Shares (shares) | 14,758 | ||||||
Net income (loss) | $ 8,798,244 | ||||||
Stockholders’ equity, ending balance at Sep. 26, 2021 | 72,030,726 | 0 | $ 104,013 | (37,892) | 61,487,340 | 10,531,878 | (54,613) |
Stockholders’ equity, ending balance (in shares) at Sep. 26, 2021 | 10,401,312 | ||||||
Stockholders’ equity, beginning balance at Mar. 28, 2021 | 65,394,174 | 0 | $ 103,361 | (29,450) | 60,682,974 | 4,727,948 | (90,659) |
Stockholders’ equity, beginning balance (in shares) at Mar. 28, 2021 | 10,336,110 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 225,380 | 225,380 | |||||
Issuance of restricted shares (in shares) | (7,230) | ||||||
Issuance of restricted shares | 0 | $ 72 | (72) | ||||
Cash dividend declared | (1,034,334) | (1,034,334) | |||||
Net income (loss) | 3,442,838 | 3,442,838 | |||||
Unrealized gains (losses) on cash flow hedges | 29,814 | ||||||
Stockholders’ equity, ending balance at Jun. 27, 2021 | 68,057,872 | 0 | $ 103,433 | (29,450) | 60,908,282 | 7,136,452 | (60,845) |
Stockholders’ equity, ending balance (in shares) at Jun. 27, 2021 | 10,343,340 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 424,328 | 424,328 | |||||
Share issuance cost (in shares) | 0 | ||||||
Share issuance cost | 3,500 | $ 0 | 3,500 | ||||
Issuance of restricted shares (in shares) | (42,814) | ||||||
Issuance of restricted shares | $ (8,442) | $ 428 | (8,442) | (428) | |||
Issuance of ESPP Shares (shares) | 14,758 | ||||||
Issuance of ESPP Shares | $ 154,922 | $ 148 | 154,774 | ||||
Exercise of common stock options and warrants (in shares) | 400 | ||||||
Exercise of common stock options | 3,888 | $ 4 | 3,884 | ||||
Cash dividend declared | (1,248,183) | (1,248,183) | |||||
Net income (loss) | 4,643,609 | 4,643,609 | |||||
Unrealized gains (losses) on cash flow hedges | 6,232 | ||||||
Stockholders’ equity, ending balance at Sep. 26, 2021 | $ 72,030,726 | $ 0 | $ 104,013 | $ (37,892) | $ 61,487,340 | $ 10,531,878 | $ (54,613) |
Stockholders’ equity, ending balance (in shares) at Sep. 26, 2021 | 10,401,312 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 8,798,244 | $ (764,840) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 589,465 | 653,199 |
Amortization | 2,351,502 | 3,476,416 |
Impairment losses | 0 | 7,239,514 |
Loss on disposal of property and equipment | 8,197 | 0 |
Contingent consideration adjustment | (2,402,844) | (76,102) |
Amortization of deferred financing fees | 56,109 | 56,109 |
Interest expense on contingent consideration payable | 210,002 | 144,911 |
Provision for credit losses | 322,144 | 153,805 |
Share-based compensation | 885,715 | 630,557 |
Deferred income taxes, net of acquired deferred tax liability | 939,971 | (1,352,702) |
Net changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (12,534,431) | 4,231,482 |
Prepaid expenses and other current assets | 315,942 | 244,699 |
Other current assets | (19,898) | 508,986 |
Deposits | (126,232) | (128,805) |
Other assets | 281,439 | (849,454) |
Accrued interest | 46,938 | 21,295 |
Accounts payable | 117,664 | (66,069) |
Accrued payroll and expenses | 4,018,994 | (21,446) |
Other current liabilities | 18,977 | (1,016,565) |
Income taxes receivable and payable | (1,268,928) | 197,426 |
Operating leases | (117,458) | (16,649) |
Other long-term liabilities | (136,642) | 5,022,287 |
Net cash provided by operating activities | 2,354,870 | 18,288,054 |
Cash flows from investing activities | ||
Business acquired, net of cash received | (3,780,000) | (21,657,689) |
Capital expenditures | (1,566,389) | (1,960,179) |
Proceeds from Sale of Furniture and Fixtures | 5,158 | 0 |
Net cash used in investing activities | (5,341,231) | (23,617,868) |
Cash flows from financing activities | ||
Net borrowings (payments) under line of credit | 7,665,607 | (12,336,717) |
Proceeds from issuance of long-term debt | 0 | 22,500,000 |
Principal payments on long-term debt | (1,500,000) | (700,000) |
Payments of dividends | (3,316,114) | (4,123,469) |
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Excluding Option Exercised | 154,922 | 0 |
Issuance of shares, net of offering costs | (18,054) | (10,000) |
Net cash provided by financing activities | 2,986,361 | 5,329,814 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Supplemental cash flow information: | ||
Cash paid for interest | 563,280 | 890,918 |
Cash paid for taxes, net of refunds | $ 2,187,334 | $ 855,101 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NATURE OF OPERATIONS BGSF, Inc., along with its wholly owned subsidiaries BG Staffing, LLC, B G Staff Services Inc., BG Personnel, LP, BG Finance and Accounting, Inc., BG California IT Staffing, Inc., BG California Multifamily Staffing, Inc., BG California Finance & Accounting Staffing, Inc., EdgeRock Technology Holdings, Inc., EdgeRock Technologies, LLC, and BG Personnel of Texas, LLC (collectively, the “Company”), is a national provider of workforce solutions. The Company operates primarily within the United States of America in three industry segments: Real Estate, Professional, and Light Industrial. The Real Estate segment provides office and maintenance field talent to various apartment communities and commercial buildings currently in 34 states and D.C., via property management companies responsible for the apartment communities' and commercial buildings' day-to-day operations. The Real Estate segment operates through two divisions, BG Multifamily and BG Talent. The Professional segment provides skilled field talent on a nationwide basis for information technology (“IT”) and finance, accounting, legal and human resource client partner projects. The Professional segment operates through three divisions, IT Consulting, IT Infrastructure & Development, and Finance and Accounting under various trade names including Extrinsic, American Partners, Donovan & Watkins, Vision Technology Services, Zycron, Smart Resources, L.J. Kushner & Associates, EdgeRock Technology Partners, and Momentum Solutionz. The Light Industrial segment provides field talent primarily to manufacturing, distribution, logistics, and call center client partners needing a flexible workforce currently out of 11 locations and 11 on-sites in 7 states. The Light Industrial segment operates through one division under the InStaff trade name. The Company normally experiences seasonal fluctuations. The quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of client partners’ businesses. Demand for the Real Estate workforce solutions increase in the second quarter and is highest during the third quarter of the year due to the increased turns in multifamily units during the summer months when schools are not in session. Demand for the Light Industrial workforce solutions increases during the third quarter of the year and peaks in the fourth quarter due to increases in the demand for holiday help. Overall first quarter demand can be affected by adverse weather conditions in the winter months. In addition, the cost of services typically increases in the first quarter primarily due to the reset of payroll taxes. Normal seasonal demand has been significantly affected by COVID-19. The Company has adjusted, and continues to monitor and change, its operations in response to COVID-19 in all of its segment, client partner, and home office locations. The outbreak continues to impact both operational and financial performance. The duration of the pandemic, as well as the continued spread of the outbreak, impacts the Company's client partners, and the ongoing government and community reactions to the pandemic remain unpredictable. The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”), pursuant to the applicable rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of its knowledge, that the disclosures herein are adequate to make the information presented not misleading. The Company has determined that there were no subsequent events that would require disclosure or adjustments to the accompanying consolidated financial statements through the date the financial statements were issued. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended December 27, 2020, included in its Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 26, 2021 and December 27, 2020, and include the thirteen and thirty-nine week periods ended September 26, 2021 and September 27, 2020, referred to herein as Fiscal 2021 and 2020, respectively. Reclassifications Certain reclassifications have been made to the 2020 financial statements to conform with the 2021 presentation. Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include allowances for credit losses, goodwill, intangible assets, lease liability, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. The COVID-19 pandemic continues to have a significant impact on our economy as a result of measures designed to stop the spread of the virus. In light of the ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply the Company’s significant accounting policies. While the ongoing COVID-19 response continues to evolve, management may continue to make changes to these estimates and judgments over time, which could result in meaningful impacts to the Company’s financial statements in future periods. Actual results and outcomes may differ from management’s estimates and assumptions. Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to, interest rate swap agreements used to mitigate interest rate risk, and the allocation of purchase price consideration to tangible and identifiable intangible assets and contingent consideration. The carrying values of cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of bank debt approximates fair value due to the variable nature of the interest rates under the credit agreement led by BMO Harris Bank, N.A. (“BMO”) that provides for a revolving credit facility and term loan and current rates available to the Company for debt with similar terms and risk. The fair value on the interest rate swap is based on quoted prices from BMO. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Concentration of Credit Risk Concentration of credit risk is limited due to the Company's diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of September 26, 2021 and December 27, 2020 or revenue for the thirty-nine week periods ended September 26, 2021 and September 27, 2020. Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2021 and the related percentage for Fiscal 2020 was generated in the following areas: Thirty-nine Weeks Ended September 26, September 27, Tennessee 11 % 14 % Texas 28 % 23 % Consequently, weakness in economic conditions in these regions could have a material adverse effect on the Company’s financial position and results of future operations. Accounts Receivable The Company extends credit to its client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. The Company will continue to actively monitor the impact of COVID-19 on expected credit losses. Changes in the allowance for credit losses are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Beginning balance $ 521,001 $ 467,200 $ 492,087 $ 468,233 EdgeRock Technology Holdings, Inc. (“EdgeRock”) acquisition — — — 47,498 Provision for credit losses, net 88,862 53,896 322,144 153,805 Amounts written off, net (88,862) (44,109) (293,230) (192,549) Ending balance $ 521,001 $ 476,987 $ 521,001 $ 476,987 Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $4.7 million and $4.3 million at September 26, 2021 and December 27, 2020, respectively. Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $3.9 million and $3.8 million, as of September 26, 2021 and December 27, 2020, respectively, which are included in Deposits in the accompanying consolidated balance sheets. Long-Lived Assets The Company capitalizes direct costs incurred in the development of internal-use software. Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other assets. All other internal-use software development costs are capitalized and reported as a component of computer software within intangible assets. The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments with respect to long-lived assets during Fiscal 2021 or Fiscal 2020. Leases The Company leases all their office space through operating leases, which expire at various dates through 2025. Many of the lease agreements obligate the Company to pay real estate taxes, insurance and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term. Right of use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Intangible Assets The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three ten Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets are discounted back to their net present value. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for these assets during Fiscal 2021. Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2021 or Fiscal 2020. Deferred Financing Fees Deferred financing fees are amortized using the effective interest method over the term of the respective loans. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. Contingent Consideration The Company has obligations, to be paid in cash, related to its acquisitions if certain operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The fair value calculation of the expected future payments uses a discount rate commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. Revenue Recognition The Company derives its revenues from three segments: Real Estate, Professional, and Light Industrial. The Company provides workforce solutions and placement services. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners. Workforce solutions revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent. Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment. Retained search placement revenues - any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues. The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period. Refer to Note 13 for disaggregated revenues by segment. Payment terms in the Company's contracts vary by the type and location of its client partner and the workforce solutions offered. The term between invoicing and when payment is due is not significant. There were no unsatisfied performance obligations as of September 26, 2021. There were no revenues recognized during the thirty-nine week period ended September 26, 2021 related to performance obligations satisfied or partially satisfied in previous periods. There are no contract costs capitalized. The Company did not recognize any contract impairments during the thirty-nine week period ended September 26, 2021. Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. Earnings Per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Weighted-average number of common shares outstanding: 10,380,900 10,312,939 10,351,319 10,309,457 Effect of dilutive securities: Stock options and restricted stock 46,212 13,554 53,581 — Weighted-average number of diluted common shares outstanding 10,427,112 10,326,493 10,404,900 10,309,457 Stock options and restricted stock 408,050 606,557 408,050 419,850 Warrants — 25,862 — 25,862 Antidilutive shares 408,050 632,419 408,050 445,712 Income Taxes The effective tax rates of 19.4% and 17.9% for the thirteen and thirty-nine week periods ended September 26, 2021, respectively, and 22.0% and 25.4% for thirteen and thirty-nine week periods ended September 27, 2020, respectively, were primarily due to state taxes offset by the Work Opportunity Tax Credit in Fiscal 2021 and Fiscal 2020 and the non-deductibility of transaction costs related to the EdgeRock acquisition in Fiscal 2020. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of September 26, 2021, the Company has a $5.5 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $1.3 million. When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As of September 26, 2021, goodwill with an adjusted tax basis of $30.9 million is remaining to be amortized for tax purposes. The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. Recent Accounting Pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No. 2021-01, Reference Rate Reform: Scope (“ASU 2021-01”), respectively. Together, ASU 2020-04 and ASU 2021-01 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate, towards new reference rates. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures, if adopted, and currently does not expect that it would be material. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 26, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 - ACQUISITIONS EdgeRock Technology Holding, Inc. On February 3, 2020, the Company acquired 100% of the equity of EdgeRock for a net purchase price cash consideration of $21.7 million. The purchase price at closing was paid out of available funds under the Company’s credit agreement led by BMO. The acquired business was assigned to the Professional segment. The acquisition of EdgeRock allows the Company to strengthen its operations in specialized IT consultants and technology professionals specialized in leading software and data ecosystems, as well as expand its IT geographic operations with offices in Arizona, Florida and Massachusetts. For the thirteen week period ended September 27, 2020, EdgeRock operations included approximately $9.2 million of revenue and $0.5 million of operating income. For the thirty-nine week period ended September 27, 2020, EdgeRock operations included thirty-four weeks for approximately $25.4 million of revenue and $1.1 million of operating income. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are non-deductible for tax purposes. For the thirty-nine week period ended September 27, 2020, the Company incurred costs of $0.5 million related to the EdgeRock acquisition. These costs were expensed as incurred in selling, general and administrative expenses. Momentum Solutionz LLC On February 8, 2021, the Company acquired substantially all of the assets and assumed certain liabilities of Momentum Solutionz (“Momentum”) for a purchase price of $3.8 million cash, subject to customary purchase price adjustments as specified in the purchase agreement. The purchase agreement further provides for contingent consideration of up to $2.2 million based on the performance of the acquired business for the two years following the date of acquisition. At closing, the purchase price was paid out of currently available funds under the Company’s credit agreement led by BMO. The acquired business was assigned to the Professional segment. The acquisition of Momentum allows the Company to strengthen its operations in IT consultants and technology professionals. Momentum provides IT consulting and managed workforce solutions for organizations utilizing ERP systems. The IT consulting workforce solutions include strategic planning, software selection, road mapping, cloud migration, and implementation of ERP systems. The IT managed workforce solutions include optimization and maintenance of ERP systems. Momentum provides workforce solutions to clients throughout the United States in a variety of industries, including but not limited to hospitals, retail, universities and mid-size businesses. The 2020 consolidated statement of income does not include any operating results of Momentum. For the thirteen week period ended September 26, 2021, Momentum operations included approximately $1.1 million of revenue and $0.3 million of operating income. For the thirty-nine week period ended September 26, 2021, Momentum operations included thirty-four weeks for approximately $2.3 million of revenue and $0.5 million of operating income. All amounts recorded to goodwill are expected to be deductible for tax purposes. The preliminary acquisition has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 345,121 Prepaid expenses and other assets 3,626 Property and equipment, net 5,101 Intangible assets 3,347,970 Goodwill 2,078,613 Liabilities assumed (73,708) Total net assets acquired $ 5,706,723 Cash $ 3,780,000 Fair value of contingent consideration 1,926,723 Total fair value of consideration transferred for acquired business $ 5,706,723 The preliminary allocation of the intangible assets is as follows: Estimated Fair Estimated Covenants not to compete $ 37,800 5 years Trade name 1,420,000 Indefinite Client partner list 1,890,170 10 years Total $ 3,347,970 For the thirty-nine week period ended September 26, 2021, the Company incurred costs of $0.2 million related to the Momentum acquisition. These costs were expensed as incurred in selling, general and administrative expenses. Supplemental Unaudited Pro Forma Information The Company estimates the revenues and net income for the periods below that would have been reported if the EdgeRock and Momentum acquisitions had taken place on the first day of the Company's 2020 fiscal year would be as follows (dollars in thousands, except per share amounts): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Revenues $ 82,352 $ 72,028 $ 224,691 $ 213,475 Gross profit $ 24,667 $ 20,004 $ 65,430 $ 59,106 Net income (loss) $ 4,646 $ 2,584 $ 8,842 $ (601) Income (Loss) per share: Basic $ 0.45 $ 0.25 $ 0.85 $ (0.06) Diluted $ 0.45 $ 0.25 $ 0.85 $ (0.06) Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility (as defined below) at a rate of 2.4% and tax (benefit) expense of the pro forma adjustments at effective tax rates of and 17.9% and 25.4% for thirteen and thirty-nine week periods ended Fiscal 2021 and Fiscal 2020, respectively. The pro forma operating results include adjustments to EdgeRock and Momentum related to synergy adjustments for expenses that would be duplicative and other non-recurring, non-operating and out of period expense items once integrated with the Company. Amounts set forth above are not necessarily indicative of the results that would have been attained had the EdgeRock and Momentum acquisitions taken place on the first day of the Company’s 2020 fiscal year or of the results that may be achieved by the combined enterprise in the future. |
LEASES
LEASES | 9 Months Ended |
Sep. 26, 2021 | |
Leases [Abstract] | |
Leases | LEASES For operating leases, the weighted average remaining lease term was 2.9 years and 3.5 years at September 26, 2021 and December 27, 2020, respectively. The weighted average discount rate was 4.9% at September 26, 2021 and December 27, 2020. The Company's future operating lease obligations that have not yet commenced are immaterial. The supplement cash flow information related to the Company's operating leases were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Cash paid for operating leases $ 579,844 $ 601,248 $ 1,739,688 $ 1,612,201 Operating lease costs $ 519,496 $ 525,679 $ 1,565,289 $ 1,536,718 Short-term lease costs $ 75,406 $ 108,359 $ 108,514 $ 308,543 The undiscounted annual future minimum lease payments consist of the following at: September 26, Less than one year $ 585,149 One to two years 2,215,659 Two to three years 1,660,916 Three to four years 1,038,580 Four to five years 311,375 Total lease payments 5,811,679 Interest (384,875) Present value of lease liabilities $ 5,426,804 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets are stated net of accumulated amortization of $50.9 million and $48.5 million at September 26, 2021 and December 27, 2020, respectively. During the thirty-nine week periods ended September 26, 2021, the Company added software assets of $0.1 million and reclassified $1.1 million from property and equipment related to the information technology improvement project. Amortization expense for the fiscal years are comprised of following: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Client partner lists $ 554,962 $ 918,349 $ 1,655,250 $ 3,009,370 Covenant not to compete 55,246 66,395 165,105 202,479 Acquisition intangibles 610,208 984,744 1,820,355 3,211,849 Computer software - amortization expense 389,797 79,486 531,147 264,567 Amortization expense 1,000,005 1,064,230 2,351,502 3,476,416 Computer software - selling, general and administrative expense 18,822 18,823 56,467 56,466 Total expense $ 1,018,827 $ 1,083,053 $ 2,407,969 $ 3,532,882 |
ACCRUED PAYROLL AND EXPENSES, O
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION | 9 Months Ended |
Sep. 26, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Payroll and Expense, Other Long-Term Liabilities, And Contingent Consideration | ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION Accrued payroll and expenses consist of the following at: September 26, December 27, Field talent payroll $ 6,844,894 $ 5,574,442 Field talent payroll related 1,645,870 1,036,135 Accrued bonuses and commissions 2,984,227 1,884,876 Other 4,040,686 2,952,950 Accrued payroll and expenses $ 15,515,677 $ 11,448,403 As of September 26, 2021, other current liabilities includes $3.5 million of deferred employer FICA and other long-term liabilities includes $3.5 million of deferred employer FICA and $0.1 million of interest rate swap (see Note 7). The deferred employer FICA is under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which allows relief to employers affected by the coronavirus pandemic. The CARES Act only applies to taxes incurred from March 27, 2020 through December 31, 2020. Half of the delayed payments are due by December 31, 2021, and the other half by December 31, 2022. The Company elected to delay the payment of these taxes. The following is a schedule of future estimated contingent consideration payments due as of September 26, 2021: Estimated Cash Payment Discount Net Due in: Less than one year $ 1,110,000 $ (57,250) $ 1,052,750 One to two years 1,110,000 (140,943) 969,057 Contingent consideration $ 2,220,000 $ (198,193) $ 2,021,807 |
DEBT
DEBT | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT On July 16, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”), maturing July 16, 2024, led by BMO, as administrative agent, lender, letters of credit issuer, and swing line lender. The Credit Agreement provides for a revolving credit facility (the “Revolving Facility”) permitting the Company to borrow funds from time to time in an aggregate amount up to $35 million. The Credit Agreement also provided for a term loan commitment (the “Term Loan”) permitting the Company to borrow funds from time to time in an aggregate amount not to exceed $30 million with principal payable quarterly, based on an annual percentage of the original principal amount as defined in the Credit Agreement, all of which has been funded. The Company may from time to time, with a maximum of two, request an increase in the aggregate Term Loan up to $40 million, with minimum increases of $10 million. The Company’s obligations under the Credit Agreement are secured by a first priority security interest in substantially all tangible and intangible property of the Company and its subsidiaries. The Credit Agreement bears interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin (as such terms are defined in the Credit Agreement). The Company also pays an unused commitment fee on the daily average unused amount of Revolving Facility and Term Loan. The Credit Agreement contains customary affirmative and negative covenants. The Company is subject to a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio as defined in the Credit Agreement. The Company was in compliance with these covenants as of September 26, 2021. On February 8, 2021, the Company borrowed $3.8 million on the Revolving Facility in conjunction with the closing of the Momentum acquisition. Letter of Credit In March 2020, in conjunction with the 2020 EdgeRock acquisition, the Company entered into a standby letter of credit arrangement, which expires December 31, 2024, for purposes of protecting a lessor against default on lease payments. As of September 26, 2021, the Company had a maximum financial exposure from this standby letter of credit totaling $0.1 million, all of which is considered usage against the Revolving Facility. The Company has no history of default, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any disputes thereunder that might arise in the future would not materially affect the Company's consolidated financial statements. Accordingly, no liability has been recorded in respect to these arrangements as of September 26, 2021. Line of Credit At September 26, 2021 and December 27, 2020, $13.6 million and $6.0 million, respectively, was outstanding on the revolving facilities. Average daily balance for the thirteen week periods ended September 26, 2021 and September 27, 2020 was $12.3 million and $9.2 million, respectively. Average daily balance for the thirty-nine week periods ended September 26, 2021 and September 27, 2020 was $9.2 million and $13.8 million, respectively. Borrowings under the revolving facilities consisted of and bore interest at: September 26, December 27, Base Rate $ 4,642,949 4.25 % $ 1,977,342 4.25 % LIBOR 9,000,000 2.35 % 4,000,000 2.15 % Total $ 13,642,949 $ 5,977,342 Long-Term Debt Long-term debt consists of and bore interest at: September 26, December 27, Base Rate $ 2,800,000 2.34 % $ 4,300,000 2.15 % Fixed rate 24,625,000 2.39 % 24,625,000 2.39 % Long-term debt $ 27,425,000 $ 28,925,000 Cash Flow Hedge In April 2020, the Company entered into a pay-fixed/receive-floating interest rate swap agreement with our bank syndicate lead by BMO that reduces the floating interest rate component on the Term Loan obligation. The $25.0 million notional amount was effective on June 3, 2020 and designed as a cash flow hedge on the underlying variable rate interest payments against a fixed interest rate that terminates on June 1, 2023. In accordance with cash flow hedge accounting treatment, the Company has determined that the hedge is perfectly effective using the change-in-variable-cash-flow method. The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument is recorded in accumulated other comprehensive loss. The Company reclassifies the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affects earnings. Hedge effectiveness is tested quarterly. As of September 26, 2021, the instrument was perfectly effective and no additional amounts were reclassed from accumulated other comprehensive loss into income in the thirteen and thirty-nine week periods ended September 26, 2021 or September 27, 2020. See Note 8 for location on the balance sheet. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements defines fair value and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities - includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value September 26, December 27, Interest rate swap Other long-term liabilities Level 2 $ 54,613 $ 122,874 Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 2,021,807 $ 2,287,926 The changes in the Level 2 fair value measurements from December 27, 2020 to September 26, 2021 change in the fair market value of the interest rate swap agreement. Key inputs in determining the fair value of the interest rate swap as of September 26, 2021 and December 27, 2020 are quoted prices from BMO (See Note 7). |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. The Company insures against, subject to and upon the terms and conditions of various insurance policies, claims or losses from workers’ compensation, general liability, automobile liability, property damage, professional liability, employment practices, fiduciary liability, fidelity losses, crime and cyber risk, and director and officer liability. Under the Company's bylaws, the Company’s directors and officers are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. The Company has also entered into indemnification agreements with its directors and certain officers. Impact of COVID-19 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 26, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Authorized capital stock consists of 19,500,000 shares of common stock, par value $0.01 per share and 500,000 shares of undesignated preferred stock, par value $0.01 per share. Restricted Stock The Company issued net restricted common stock of 23,172 shares to non-team member (non-employee) directors in Fiscal 2021. The restricted shares of $0.01 par value per share were issued under the 2013 Long-Term Incentive Plan and contain a three-year service condition. The restricted stock constitutes issued and outstanding shares of the Company’s common stock, except for the right of disposal, for all purposes during the period of restriction including voting rights and dividend distributions. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Stock Options For the thirteen week periods ended September 26, 2021 and September 27, 2020, the Company recognized $0.2 million of compensation expense related to stock options. For the thirty-nine week periods ended September 26, 2021 and September 27, 2020, the Company recognized $0.5 million and $0.4 million, respectively, of compensation expense related to stock options. Unamortized share-based compensation expense as of September 26, 2021 amounted to $0.9 million which is expected to be recognized over the next 2.7 years. A summary of stock option activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Awards Options outstanding at December 27, 2020 652,655 $ 17.63 7.1 $ 665 Granted 116,374 $ 11.57 Exercised (1,000) $ 9.72 Forfeited / Canceled (20,150) $ 17.56 Options outstanding at September 26, 2021 747,879 $ 16.70 6.9 $ 871 Options exercisable at December 27, 2020 416,717 $ 16.96 6.3 $ 463 Options exercisable at September 26, 2021 528,315 $ 17.26 6.1 $ 592 Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2020 235,938 $ 18.83 Nonvested outstanding at September 26, 2021 219,564 $ 15.36 For the thirty-nine week period ended September 26, 2021, the Company issued 213 shares of common stock upon the cashless exercise of 600 stock options. Restricted Stock For the thirteen week periods ended September 26, 2021 and September 27, 2020, the Company recognized $0.2 million and $0.1 million of compensation expense related to restricted stock awards. For the thirty-nine week periods ended September 26, 2021 and September 27, 2020, the Company recognized $0.4 million and $0.2 million, respectively, of compensation expense related to restricted stock awards. Unamortized share-based compensation expense as of September 26, 2021 amounted to $0.6 million which is expected to be recognized over the next 2.6 years. A summary of restricted stock activity is presented as follows: Number of Weighted Average Grant Date Fair Value Restricted stock outstanding at December 27, 2020 25,218 $ 16.01 Issued 58,172 $ 11.99 Vested (26,048) $ 17.51 Restricted stock outstanding at September 26, 2021 57,342 $ 11.25 Nonvested outstanding at December 27, 2020 25,218 $ 16.01 Nonvested outstanding at September 26, 2021 57,342 $ 11.25 Warrant Activity For the thirteen and thirty-nine week periods ended September 26, 2021 and September 27, 2020, the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense to be recognized as of September 26, 2021. A summary of warrant activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options Warrants outstanding at December 27, 2020 25,862 $ 16.80 0.4 $ — Forfeited (25,862) $ 16.80 Warrants outstanding at September 26, 2021 — $ — 0.0 $ — Warrants exercisable at December 27, 2020 25,862 $ 16.80 0.4 $ — Warrants exercisable at September 26, 2021 — $ — 0.0 $ — There were no nonvested warrants outstanding at September 26, 2021 or December 27, 2020. The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. 2020 Employee Stock Purchase Plan (“2020 ESPP”) In November 2020, the Company's shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For the thirty-nine week period ended September 26, 2021, the Company issued 14,758 shares of common stock under the ESPP. |
TEAM MEMBER BENEFIT PLAN
TEAM MEMBER BENEFIT PLAN | 9 Months Ended |
Sep. 26, 2021 | |
Retirement Benefits [Abstract] | |
Team Member Benefit Plan | TEAM MEMBER BENEFIT PLAN Defined Contribution Plan |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Segment Reporting [Abstract] | |
Business Segments | BUSINESS SEGMENTS The Company operates within three industry segments: Real Estate, Professional, and Light Industrial. Segment operating income includes all revenue and cost of services, direct selling expenses, depreciation and amortization expense and excludes all general and administrative (home office) expenses. Assets of home office include cash, unallocated prepaid expenses, property and equipment, deferred tax assets, and other assets. The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Revenue: Real Estate $ 24,788,784 $ 19,156,486 $ 64,613,631 $ 50,964,763 Professional 39,396,028 34,041,737 106,719,095 107,035,087 Light Industrial 18,167,210 18,320,468 53,122,523 50,192,604 Total $ 82,352,022 $ 71,518,691 $ 224,455,249 $ 208,192,454 Depreciation: Real Estate $ 51,696 $ 54,549 $ 160,482 $ 163,685 Professional 97,141 100,727 294,174 309,467 Light Industrial 21,307 22,733 69,483 74,887 Home office 20,561 28,712 65,326 105,160 Total $ 190,705 $ 206,721 $ 589,465 $ 653,199 Amortization: Professional $ 610,273 $ 1,004,964 $ 1,820,554 $ 3,353,128 Home office 389,732 59,266 530,948 123,288 Total $ 1,000,005 $ 1,064,230 $ 2,351,502 $ 3,476,416 Operating income: Real Estate $ 4,369,878 $ 3,346,316 $ 9,795,540 $ 7,159,432 Professional - without impairment losses 3,399,330 1,793,937 7,476,688 5,232,301 Professional - impairment losses — — — (7,239,514) Light Industrial 1,164,117 1,272,796 3,330,564 3,240,347 Home office - selling (222,361) (186,549) (660,330) (426,359) Home office - general and administrative (3,723,494) (2,654,534) (10,599,917) (7,821,611) Home office - gain on contingent consideration 1,208,270 76,102 2,402,844 76,102 Total $ 6,195,740 $ 3,648,068 $ 11,745,389 $ 220,698 Capital expenditures: Real Estate $ 29,733 $ 25,000 $ 94,674 $ 68,273 Professional 16,229 28,693 96,124 102,591 Light Industrial 7,390 9,519 34,505 12,720 Home office 409,537 — 1,341,086 1,776,595 Total $ 462,889 $ 63,212 $ 1,566,389 $ 1,960,179 September 26, December 27, Total Assets: Real Estate $ 20,016,373 $ 15,598,575 Professional 93,544,514 81,671,193 Light Industrial 14,510,863 16,122,052 Home office 16,028,906 16,886,448 Total $ 144,100,656 $ 130,278,268 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTSDividendOn November 3, 2021, the Company's board of directors declared a cash dividend in the amount of $0.12 per share of common stock to be paid on November 22, 2021 to all shareholders of record as of the close of business on November 15, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions and balances have been eliminated in consolidation. |
Fiscal Year | Fiscal Periods The Company has a 52/53 week fiscal year. Fiscal periods for the consolidated financial statements included herein are as of September 26, 2021 and December 27, 2020, and include the thirteen and thirty-nine week periods ended September 26, 2021 and September 27, 2020, referred to herein as Fiscal 2021 and 2020, respectively. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2020 financial statements to conform with the 2021 presentation. |
Management Estimates | Management Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include allowances for credit losses, goodwill, intangible assets, lease liability, contingent consideration obligations related to acquisitions, and income taxes. Additionally, the valuation of share-based compensation expense uses a model based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. |
Financial Instruments | Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable The Company extends credit to its client partners in the normal course of business. Accounts receivable represents unpaid balances due from client partners. The Company maintains an allowance for credit losses for expected losses resulting from client partners’ non-payment of balances due to the Company. The Company’s determination of the allowance for uncollectible amounts is based on management’s judgments and assumptions, including general economic conditions, portfolio composition, prior loss experience, evaluation of credit risk related to certain individual client partners and the Company’s ongoing examination process. Receivables are written off after they are deemed to be uncollectible after all reasonable means of collection have been exhausted. Recoveries of receivables previously written off are recorded when received. The Company will continue to actively monitor the impact of COVID-19 on expected credit losses. |
Property and Equipment | Property and Equipment |
Deposits | Deposits The Company maintains guaranteed costs policies for workers' compensation coverage in monopolistic states and minimal loss retention coverage in all other states. Under these policies, the Company is required to maintain refundable deposits of $3.9 million and $3.8 million, as of September 26, 2021 and December 27, 2020, respectively, which are included in Deposits in the accompanying consolidated balance sheets. |
Long-Lived Assets | Long-Lived Assets The Company capitalizes direct costs incurred in the development of internal-use software. Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other assets. All other internal-use software development costs are capitalized and reported as a component of computer software within intangible assets. The Company reviews its long-lived assets, primarily fixed assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments with respect to long-lived assets during Fiscal 2021 or Fiscal 2020. |
Leases | Leases The Company leases all their office space through operating leases, which expire at various dates through 2025. Many of the lease agreements obligate the Company to pay real estate taxes, insurance and certain maintenance costs, which are accounted for separately. Certain of the Company’s lease arrangements contain renewal provisions from 3 to 10 years, exercisable at the Company's option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet as right-of-use assets and lease liabilities for the lease term. |
Intangible Assets | Intangible Assets The Company holds intangible assets with indefinite and finite lives. Intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three ten Identifiable intangible assets recognized in conjunction with acquisitions are recorded at fair value. Significant unobservable inputs are used to determine the fair value of the identifiable intangible assets based on the income approach valuation model whereby the present worth and anticipated future benefits of the identifiable intangible assets are discounted back to their net present value. The Company capitalizes purchased software and internal payroll costs directly incurred in the modification of software for internal use. Software maintenance and training costs are expensed in the period incurred. The Company evaluates the recoverability of intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Company annually evaluates the remaining useful lives of all intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for these assets during Fiscal 2021. |
Goodwill | Goodwill Goodwill is not amortized, but instead is evaluated at the reporting unit level for impairment annually at the end of each fiscal year, or more frequently, if conditions indicate an earlier review is necessary. If the Company has determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, the Company may use a qualitative assessment for the annual impairment test. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on each of the reporting units. The Company determined there were no impairment indicators for goodwill assets during Fiscal 2021 or Fiscal 2020. |
Deferred Financing Fees | Deferred Financing Fees |
Contingent Consideration | Contingent Consideration The Company has obligations, to be paid in cash, related to its acquisitions if certain operating and financial goals are met. The fair value of this contingent consideration is determined using expected cash flows and present value technique. The fair value calculation of the expected future payments uses a discount rate commensurate with the risks of the expected cash flow. The resulting discount is amortized as interest expense over the outstanding period using the effective interest method. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from three segments: Real Estate, Professional, and Light Industrial. The Company provides workforce solutions and placement services. Revenues are recognized when promised services are delivered to client partners, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues as presented on the consolidated statements of operations represent services rendered to client partners less sales adjustments and allowances. Reimbursements, including those related to out-of-pocket expenses, are also included in revenues, and the related amounts of reimbursable expenses are included in cost of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified field talent, (ii) has the discretion to select the field talent and establish their price and duties and (iii) bears the risk for services that are not fully paid for by client partners. Workforce solutions revenues - Field talent revenues from contracts with client partners are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s field talent. Contingent placement revenues - Any revenues associated with workforce solutions that are provided on a contingent basis are recognized once the contingency is resolved, as this is when control is transferred to the client partner, usually when employment candidates start their employment. Retained search placement revenues - any revenues from these workforce solutions are recognized based on the contractual amount for services completed to date which best depicts the transfer of control of services, which is less than 1% of consolidated revenues. The Company estimates the effect of placement candidates who do not remain with its client partners through the guarantee period (generally 90 days) based on historical experience. Allowances, recorded as a liability, are established to estimate these losses. Fees to client partners are generally calculated as a percentage of the new worker’s annual compensation. No fees for placement workforce solutions are charged to employment candidates. These assumptions determine the timing of revenue recognition for the reported period. Refer to Note 13 for disaggregated revenues by segment. |
Share-based Compensation | Share-Based Compensation The Company recognizes compensation expense in selling, general and administrative expenses over the service period for options or restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. |
Earnings Per Share | Earnings Per Share Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. Antidilutive shares are excluded from the calculation of earnings per share. |
Income Taxes | Income Taxes The effective tax rates of 19.4% and 17.9% for the thirteen and thirty-nine week periods ended September 26, 2021, respectively, and 22.0% and 25.4% for thirteen and thirty-nine week periods ended September 27, 2020, respectively, were primarily due to state taxes offset by the Work Opportunity Tax Credit in Fiscal 2021 and Fiscal 2020 and the non-deductibility of transaction costs related to the EdgeRock acquisition in Fiscal 2020. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts are classified as noncurrent in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. As of September 26, 2021, the Company has a $5.5 million net operating loss carry forward from the 2020 EdgeRock acquisition with no expiration date. These net operating losses are subject to an annual Internal Revenue Code Section 382 limitation of $1.3 million. When appropriate, the Company will record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, the Company considers whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As of September 26, 2021, goodwill with an adjusted tax basis of $30.9 million is remaining to be amortized for tax purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and ASU No. 2021-01, Reference Rate Reform: Scope (“ASU 2021-01”), respectively. Together, ASU 2020-04 and ASU 2021-01 provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate, towards new reference rates. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures, if adopted, and currently does not expect that it would be material. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Concentration of Credit Risk Concentration of credit risk is limited due to the Company's diverse client partner base and their dispersion across many different industries and geographic locations nationwide. No single client partner accounted for more than 10% of the Company’s accounts receivable as of September 26, 2021 and December 27, 2020 or revenue for the thirty-nine week periods ended September 26, 2021 and September 27, 2020. Geographic revenue in excess of 10% of the Company's consolidated revenue in Fiscal 2021 and the related percentage for Fiscal 2020 was generated in the following areas: Thirty-nine Weeks Ended September 26, September 27, Tennessee 11 % 14 % Texas 28 % 23 % Consequently, weakness in economic conditions in these regions could have a material adverse effect on the Company’s financial position and results of future operations. |
Summary of Valuation Allowance | Changes in the allowance for credit losses are as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Beginning balance $ 521,001 $ 467,200 $ 492,087 $ 468,233 EdgeRock Technology Holdings, Inc. (“EdgeRock”) acquisition — — — 47,498 Provision for credit losses, net 88,862 53,896 322,144 153,805 Amounts written off, net (88,862) (44,109) (293,230) (192,549) Ending balance $ 521,001 $ 476,987 $ 521,001 $ 476,987 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the respective periods: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Weighted-average number of common shares outstanding: 10,380,900 10,312,939 10,351,319 10,309,457 Effect of dilutive securities: Stock options and restricted stock 46,212 13,554 53,581 — Weighted-average number of diluted common shares outstanding 10,427,112 10,326,493 10,404,900 10,309,457 Stock options and restricted stock 408,050 606,557 408,050 419,850 Warrants — 25,862 — 25,862 Antidilutive shares 408,050 632,419 408,050 445,712 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | NOTE 3 - ACQUISITIONS EdgeRock Technology Holding, Inc. On February 3, 2020, the Company acquired 100% of the equity of EdgeRock for a net purchase price cash consideration of $21.7 million. The purchase price at closing was paid out of available funds under the Company’s credit agreement led by BMO. The acquired business was assigned to the Professional segment. The acquisition of EdgeRock allows the Company to strengthen its operations in specialized IT consultants and technology professionals specialized in leading software and data ecosystems, as well as expand its IT geographic operations with offices in Arizona, Florida and Massachusetts. For the thirteen week period ended September 27, 2020, EdgeRock operations included approximately $9.2 million of revenue and $0.5 million of operating income. For the thirty-nine week period ended September 27, 2020, EdgeRock operations included thirty-four weeks for approximately $25.4 million of revenue and $1.1 million of operating income. The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition. All amounts recorded to goodwill are non-deductible for tax purposes. For the thirty-nine week period ended September 27, 2020, the Company incurred costs of $0.5 million related to the EdgeRock acquisition. These costs were expensed as incurred in selling, general and administrative expenses. Momentum Solutionz LLC On February 8, 2021, the Company acquired substantially all of the assets and assumed certain liabilities of Momentum Solutionz (“Momentum”) for a purchase price of $3.8 million cash, subject to customary purchase price adjustments as specified in the purchase agreement. The purchase agreement further provides for contingent consideration of up to $2.2 million based on the performance of the acquired business for the two years following the date of acquisition. At closing, the purchase price was paid out of currently available funds under the Company’s credit agreement led by BMO. The acquired business was assigned to the Professional segment. The acquisition of Momentum allows the Company to strengthen its operations in IT consultants and technology professionals. Momentum provides IT consulting and managed workforce solutions for organizations utilizing ERP systems. The IT consulting workforce solutions include strategic planning, software selection, road mapping, cloud migration, and implementation of ERP systems. The IT managed workforce solutions include optimization and maintenance of ERP systems. Momentum provides workforce solutions to clients throughout the United States in a variety of industries, including but not limited to hospitals, retail, universities and mid-size businesses. The 2020 consolidated statement of income does not include any operating results of Momentum. For the thirteen week period ended September 26, 2021, Momentum operations included approximately $1.1 million of revenue and $0.3 million of operating income. For the thirty-nine week period ended September 26, 2021, Momentum operations included thirty-four weeks for approximately $2.3 million of revenue and $0.5 million of operating income. All amounts recorded to goodwill are expected to be deductible for tax purposes. The preliminary acquisition has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows: Accounts receivable $ 345,121 Prepaid expenses and other assets 3,626 Property and equipment, net 5,101 Intangible assets 3,347,970 Goodwill 2,078,613 Liabilities assumed (73,708) Total net assets acquired $ 5,706,723 Cash $ 3,780,000 Fair value of contingent consideration 1,926,723 Total fair value of consideration transferred for acquired business $ 5,706,723 The preliminary allocation of the intangible assets is as follows: Estimated Fair Estimated Covenants not to compete $ 37,800 5 years Trade name 1,420,000 Indefinite Client partner list 1,890,170 10 years Total $ 3,347,970 For the thirty-nine week period ended September 26, 2021, the Company incurred costs of $0.2 million related to the Momentum acquisition. These costs were expensed as incurred in selling, general and administrative expenses. |
Business Acquisition, Pro Forma Information | The Company estimates the revenues and net income for the periods below that would have been reported if the EdgeRock and Momentum acquisitions had taken place on the first day of the Company's 2020 fiscal year would be as follows (dollars in thousands, except per share amounts): Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Revenues $ 82,352 $ 72,028 $ 224,691 $ 213,475 Gross profit $ 24,667 $ 20,004 $ 65,430 $ 59,106 Net income (loss) $ 4,646 $ 2,584 $ 8,842 $ (601) Income (Loss) per share: Basic $ 0.45 $ 0.25 $ 0.85 $ (0.06) Diluted $ 0.45 $ 0.25 $ 0.85 $ (0.06) Pro forma net income includes amortization of identifiable intangible assets, interest expense on additional borrowings on the Revolving Facility (as defined below) at a rate of 2.4% and tax (benefit) expense of the pro forma adjustments at effective tax rates of and 17.9% and 25.4% for thirteen and thirty-nine week periods ended Fiscal 2021 and Fiscal 2020, respectively. The pro forma operating results include adjustments to EdgeRock and Momentum related to synergy adjustments for expenses that would be duplicative and other non-recurring, non-operating and out of period expense items once integrated with the Company. Amounts set forth above are not necessarily indicative of the results that would have been attained had the EdgeRock and Momentum acquisitions taken place on the first day of the Company’s 2020 fiscal year or of the results that may be achieved by the combined enterprise in the future. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Leases [Abstract] | |
Supplement Cash Flow Information | The supplement cash flow information related to the Company's operating leases were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Cash paid for operating leases $ 579,844 $ 601,248 $ 1,739,688 $ 1,612,201 Operating lease costs $ 519,496 $ 525,679 $ 1,565,289 $ 1,536,718 Short-term lease costs $ 75,406 $ 108,359 $ 108,514 $ 308,543 |
Lessee, Operating Lease, Liability, Maturity | The undiscounted annual future minimum lease payments consist of the following at: September 26, Less than one year $ 585,149 One to two years 2,215,659 Two to three years 1,660,916 Three to four years 1,038,580 Four to five years 311,375 Total lease payments 5,811,679 Interest (384,875) Present value of lease liabilities $ 5,426,804 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Amortization expense for the fiscal years are comprised of following: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Client partner lists $ 554,962 $ 918,349 $ 1,655,250 $ 3,009,370 Covenant not to compete 55,246 66,395 165,105 202,479 Acquisition intangibles 610,208 984,744 1,820,355 3,211,849 Computer software - amortization expense 389,797 79,486 531,147 264,567 Amortization expense 1,000,005 1,064,230 2,351,502 3,476,416 Computer software - selling, general and administrative expense 18,822 18,823 56,467 56,466 Total expense $ 1,018,827 $ 1,083,053 $ 2,407,969 $ 3,532,882 |
ACCRUED PAYROLL AND EXPENSES,_2
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued payroll and expenses consist of the following at: September 26, December 27, Field talent payroll $ 6,844,894 $ 5,574,442 Field talent payroll related 1,645,870 1,036,135 Accrued bonuses and commissions 2,984,227 1,884,876 Other 4,040,686 2,952,950 Accrued payroll and expenses $ 15,515,677 $ 11,448,403 |
Schedule of Future Estimated Earnout Payments | The following is a schedule of future estimated contingent consideration payments due as of September 26, 2021: Estimated Cash Payment Discount Net Due in: Less than one year $ 1,110,000 $ (57,250) $ 1,052,750 One to two years 1,110,000 (140,943) 969,057 Contingent consideration $ 2,220,000 $ (198,193) $ 2,021,807 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Borrowings under the revolving facilities consisted of and bore interest at: September 26, December 27, Base Rate $ 4,642,949 4.25 % $ 1,977,342 4.25 % LIBOR 9,000,000 2.35 % 4,000,000 2.15 % Total $ 13,642,949 $ 5,977,342 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value September 26, December 27, Interest rate swap Other long-term liabilities Level 2 $ 54,613 $ 122,874 Contingent consideration, net Contingent consideration, net - current and long-term Level 3 $ 2,021,807 $ 2,287,926 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Activity | A summary of stock option activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Awards Options outstanding at December 27, 2020 652,655 $ 17.63 7.1 $ 665 Granted 116,374 $ 11.57 Exercised (1,000) $ 9.72 Forfeited / Canceled (20,150) $ 17.56 Options outstanding at September 26, 2021 747,879 $ 16.70 6.9 $ 871 Options exercisable at December 27, 2020 416,717 $ 16.96 6.3 $ 463 Options exercisable at September 26, 2021 528,315 $ 17.26 6.1 $ 592 A summary of restricted stock activity is presented as follows: Number of Weighted Average Grant Date Fair Value Restricted stock outstanding at December 27, 2020 25,218 $ 16.01 Issued 58,172 $ 11.99 Vested (26,048) $ 17.51 Restricted stock outstanding at September 26, 2021 57,342 $ 11.25 Nonvested outstanding at December 27, 2020 25,218 $ 16.01 Nonvested outstanding at September 26, 2021 57,342 $ 11.25 A summary of warrant activity is presented as follows: Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Total Intrinsic Value of Options Warrants outstanding at December 27, 2020 25,862 $ 16.80 0.4 $ — Forfeited (25,862) $ 16.80 Warrants outstanding at September 26, 2021 — $ — 0.0 $ — Warrants exercisable at December 27, 2020 25,862 $ 16.80 0.4 $ — Warrants exercisable at September 26, 2021 — $ — 0.0 $ — |
Schedule of Nonvested Share Activity | Number of Weighted Average Grant Date Fair Value Nonvested outstanding at December 27, 2020 235,938 $ 18.83 Nonvested outstanding at September 26, 2021 219,564 $ 15.36 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the periods indicated: Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, Revenue: Real Estate $ 24,788,784 $ 19,156,486 $ 64,613,631 $ 50,964,763 Professional 39,396,028 34,041,737 106,719,095 107,035,087 Light Industrial 18,167,210 18,320,468 53,122,523 50,192,604 Total $ 82,352,022 $ 71,518,691 $ 224,455,249 $ 208,192,454 Depreciation: Real Estate $ 51,696 $ 54,549 $ 160,482 $ 163,685 Professional 97,141 100,727 294,174 309,467 Light Industrial 21,307 22,733 69,483 74,887 Home office 20,561 28,712 65,326 105,160 Total $ 190,705 $ 206,721 $ 589,465 $ 653,199 Amortization: Professional $ 610,273 $ 1,004,964 $ 1,820,554 $ 3,353,128 Home office 389,732 59,266 530,948 123,288 Total $ 1,000,005 $ 1,064,230 $ 2,351,502 $ 3,476,416 Operating income: Real Estate $ 4,369,878 $ 3,346,316 $ 9,795,540 $ 7,159,432 Professional - without impairment losses 3,399,330 1,793,937 7,476,688 5,232,301 Professional - impairment losses — — — (7,239,514) Light Industrial 1,164,117 1,272,796 3,330,564 3,240,347 Home office - selling (222,361) (186,549) (660,330) (426,359) Home office - general and administrative (3,723,494) (2,654,534) (10,599,917) (7,821,611) Home office - gain on contingent consideration 1,208,270 76,102 2,402,844 76,102 Total $ 6,195,740 $ 3,648,068 $ 11,745,389 $ 220,698 Capital expenditures: Real Estate $ 29,733 $ 25,000 $ 94,674 $ 68,273 Professional 16,229 28,693 96,124 102,591 Light Industrial 7,390 9,519 34,505 12,720 Home office 409,537 — 1,341,086 1,776,595 Total $ 462,889 $ 63,212 $ 1,566,389 $ 1,960,179 September 26, December 27, Total Assets: Real Estate $ 20,016,373 $ 15,598,575 Professional 93,544,514 81,671,193 Light Industrial 14,510,863 16,122,052 Home office 16,028,906 16,886,448 Total $ 144,100,656 $ 130,278,268 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | 9 Months Ended |
Sep. 26, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Sales Revenue, Net - Geographic Concentration Risk | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | |
Tennessee | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.00% | 14.00% |
Texas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 28.00% | 23.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes In The Allowance For Credit Losses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 521,001 | $ 467,200 | $ 492,087 | $ 468,233 |
EdgeRock Technology Holdings, Inc. (“EdgeRock”) acquisition | 0 | 0 | 0 | 47,498 |
Provision for credit losses, net | 88,862 | 53,896 | 322,144 | 153,805 |
Amounts written off, net | (88,862) | (44,109) | (293,230) | (192,549) |
Ending balance | $ 521,001 | $ 476,987 | $ 521,001 | $ 476,987 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2021USD ($) | Sep. 27, 2020 | Sep. 26, 2021USD ($)segment | Sep. 27, 2020 | Dec. 27, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Accumulated depreciation and amortization, property, plant, and equipment | $ 4.7 | $ 4.7 | $ 4.3 | ||
Deposit contracts, assets | $ 3.9 | $ 3.9 | $ 3.8 | ||
Number of reportable segments | segment | 3 | ||||
Effective income tax rate reconciliation, percent | 19.40% | 22.00% | 17.90% | 25.40% | |
Operating loss carryforwards | $ 5.5 | $ 5.5 | |||
Goodwill, expected tax deductible amount | $ 30.9 | $ 30.9 | |||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Renewal term | 3 years | 3 years | |||
Useful life | 3 years | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Renewal term | 10 years | 10 years | |||
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Schedule of Weighted Average Number of Shares, Diluted [Line Items] | ||||
Basic (shares) | 10,380,900 | 10,312,939 | 10,351,319 | 10,309,457 |
Effect of dilutive securities: | ||||
Weighted-average number of diluted common shares outstanding | 10,427,112 | 10,326,493 | 10,404,900 | 10,309,457 |
Antidilutive securities excluded from computation of earnings per share, amount | 408,050 | 632,419 | 408,050 | 445,712 |
Stock options and restricted stock | ||||
Effect of dilutive securities: | ||||
Stock options and restricted stock | 46,212 | 13,554 | 53,581 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 408,050 | 606,557 | 408,050 | 419,850 |
Warrant | ||||
Effect of dilutive securities: | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 25,862 | 0 | 25,862 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Feb. 08, 2021 | Feb. 03, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 |
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 2,021,807 | $ 2,021,807 | ||||
Effective income tax rate reconciliation, percent | 19.40% | 22.00% | 17.90% | 25.40% | ||
EdgeRock Technology Holdings, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Percentage acquired | 100.00% | |||||
Initial cash paid for acquisition | $ 21,700,000 | |||||
Pro forma revenue | $ 9,200,000 | $ 25,400,000 | ||||
Pro forma net income | $ 500,000 | 1,100,000 | ||||
Acquisition related costs | $ 500,000 | |||||
Momentum Solutionz | ||||||
Business Acquisition [Line Items] | ||||||
Initial cash paid for acquisition | $ 3,800,000 | |||||
Pro forma revenue | $ 1,100,000 | $ 2,300,000 | ||||
Pro forma net income | $ 300,000 | 500,000 | ||||
Acquisition related costs | $ 200,000 | |||||
Contingent consideration | $ 2,200,000 | |||||
Revolving Credit Facility | Pro Forma | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, interest rate during period | 2.40% |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Feb. 03, 2020 | Sep. 26, 2021 | Dec. 27, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 34,155,493 | $ 32,076,880 | |
Momentum Solutionz | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 345,121 | ||
Prepaid expenses and other assets | 3,626 | ||
Property and equipment | 5,101 | ||
Intangible assets | 3,347,970 | $ 3,347,970 | |
Goodwill | 2,078,613 | ||
Liabilities assumed | (73,708) | ||
Total net assets acquired | 5,706,723 | ||
Cash | 3,780,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 1,926,723 | ||
Total fair value of consideration transferred for acquired business | $ 5,706,723 |
ACQUISITIONS - Finite-Lived and
ACQUISITIONS - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Momentum Solutionz - USD ($) | 9 Months Ended | |
Sep. 26, 2021 | Feb. 03, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets acquired | $ 1,420,000 | |
Intangible assets | 3,347,970 | $ 3,347,970 |
Covenants not to compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 37,800 | |
Useful life | 5 years | |
Client partner lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 1,890,170 | |
Useful life | 10 years |
ACQUISITIONS (Supplemental Unau
ACQUISITIONS (Supplemental Unaudited Pro Forma Information) (Details) - L.J. Kushner & Associates, L.L.C. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 82,352 | $ 72,028 | $ 224,691 | $ 213,475 |
Gross profit | 24,667 | 20,004 | 65,430 | 59,106 |
Net income (loss) | $ 4,646 | $ 2,584 | $ 8,842 | $ (601) |
Income (Loss) per share: | ||||
Basic pro forma (in usd per share) | $ 0.45 | $ 0.25 | $ 0.85 | $ (0.06) |
Diluted pro forma (in usd per share) | $ 0.45 | $ 0.25 | $ 0.85 | $ (0.06) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | |
Leases [Abstract] | |||||
Operating lease, weighted average remaining lease term (years) | 2 years 10 months 24 days | 2 years 10 months 24 days | 3 years 6 months | ||
Operating lease, weighted average discount rate, percent | 4.90% | 4.90% | |||
Cash paid for operating leases | $ 579,844 | $ 601,248 | $ 1,739,688 | $ 1,612,201 | |
Operating lease costs | 519,496 | 525,679 | 1,565,289 | 1,536,718 | |
Short-term lease costs | $ 75,406 | $ 108,359 | $ 108,514 | $ 308,543 |
LEASES - Undiscounted Annual Fu
LEASES - Undiscounted Annual Future Minimum Lease Payments (Details) | Sep. 26, 2021USD ($) |
Leases [Abstract] | |
2020 | $ 585,149 |
2021 | 2,215,659 |
2022 | 1,660,916 |
2023 | 1,038,580 |
2024 | 311,375 |
Total lease payments | 5,811,679 |
Interest | (384,875) |
Present value of lease liabilities | $ 5,426,804 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Leases [Abstract] | ||||
Cash paid for operating leases | $ 579,844 | $ 601,248 | $ 1,739,688 | $ 1,612,201 |
Operating lease costs | 519,496 | 525,679 | 1,565,289 | 1,536,718 |
Short-term lease costs | $ 75,406 | $ 108,359 | $ 108,514 | $ 308,543 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2021 | Dec. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, accumulated amortization | $ 50.9 | $ 48.5 |
Capitalized computer software, additions | 0.1 | |
Capitalized computer software, period increase | $ 1.1 |
INTANGIBLE ASSETS (Schedule of
INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 610,208 | $ 984,744 | $ 1,820,355 | $ 3,211,849 |
Amortization of intangible assets | 1,000,005 | 1,064,230 | 2,351,502 | 3,476,416 |
Total expense | 1,018,827 | 1,083,053 | 2,407,969 | 3,532,882 |
Client partner lists | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 554,962 | 918,349 | 1,655,250 | 3,009,370 |
Covenants not to compete | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 55,246 | 66,395 | 165,105 | 202,479 |
Amortization Expense | Computer Software, Intangible Asset | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 389,797 | 79,486 | 531,147 | 264,567 |
Selling, General and Administrative Expenses | Computer Software, Intangible Asset | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 18,822 | $ 18,823 | $ 56,467 | $ 56,466 |
ACCRUED PAYROLL AND EXPENSES,_3
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION - Accrued Payroll and Expenses (Details) - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Field talent payroll | $ 6,844,894 | $ 5,574,442 |
Field talent payroll related | 1,645,870 | 1,036,135 |
Accrued bonuses and commissions | 2,984,227 | 1,884,876 |
Other | 4,040,686 | 2,952,950 |
Accrued payroll and expenses | $ 15,515,677 | $ 11,448,403 |
ACCRUED PAYROLL AND EXPENSES,_4
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION - Narrative (Details) | Sep. 26, 2021USD ($) |
Income Taxes [Line Items] | |
Derivative, notional amount | $ 25,000,000 |
Other Current Liabilities | |
Income Taxes [Line Items] | |
Deferred employer FICA | 3,500,000 |
Other long-term liabilities | |
Income Taxes [Line Items] | |
Deferred employer FICA | 3,500,000 |
Interest Rate Swap | Other long-term liabilities | |
Income Taxes [Line Items] | |
Derivative, notional amount | $ 100,000 |
ACCRUED PAYROLL AND EXPENSES,_5
ACCRUED PAYROLL AND EXPENSES, OTHER LONG-TERM LIABILITIES, AND CONTINGENT CONSIDERATION - Schedule of Future Estimated Earn Out Payments (Details) - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Estimated Cash Payment, 2021 | $ 1,110,000 | |
Discount, 2021 | 57,250 | |
Net, Less than one year | 1,052,750 | $ 0 |
Estimated Cash Payment, 2022 | 1,110,000 | |
Discount, 2022 | (140,943) | |
Net, 2022 | 969,057 | |
Estimated Cash Payment, Total | 2,220,000 | |
Discount, Total | (198,193) | |
Contingent consideration, less current portion | $ 2,021,807 |
DEBT (Details Textual)
DEBT (Details Textual) | Jul. 16, 2019USD ($)request | Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Dec. 27, 2020USD ($) | Feb. 03, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 100,000 | $ 100,000 | |||||
Long-term line of credit | 13,430,982 | 13,430,982 | $ 5,709,266 | ||||
Line of credit facility, average outstanding amount | 12,300,000 | $ 9,200,000 | 9,200,000 | $ 13,800,000 | |||
Derivative, notional amount | 25,000,000 | 25,000,000 | |||||
Credit Agreement | BMO Harris Bank, N.A. | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | ||||||
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 13,642,949 | $ 13,642,949 | $ 5,977,342 | ||||
Term Loan | Credit Agreement | BMO Harris Bank, N.A. | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt | $ 30,000,000 | ||||||
Number of requests to increase term loan | request | 2 | ||||||
Line of credit facility, maximum increase | $ 40,000,000 | ||||||
Line of credit facility, minimum increase | $ 10,000,000 | ||||||
Senior Notes | Term Loan | BMO Harris Bank, N.A. | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt | $ 3,800,000 |
DEBT - Borrowings Under Revolvi
DEBT - Borrowings Under Revolving Facility (Details) - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Line of Credit Facility [Line Items] | ||
Total borrowing amount | $ 13,430,982 | $ 5,709,266 |
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Initial borrowing amount | $ 4,642,949 | $ 1,977,342 |
Debt Instrument, Interest Rate, Effective Percentage for Initial Borrowing Amount | 4.25% | 4.25% |
Second borrowing amount | $ 9,000,000 | $ 4,000,000 |
Debt Instrument, Interest Rate, Effective Percentage for Second Borrowing Amount | 2.35% | 2.15% |
Total borrowing amount | $ 13,642,949 | $ 5,977,342 |
DEBT - Borrowing Under Term Loa
DEBT - Borrowing Under Term Loan (Details) - Texas Capital Bank, National Association (TCB) - Revolving Credit Facility - Credit Agreement - USD ($) | Sep. 26, 2021 | Dec. 27, 2020 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Gross, Initial Borrowing | $ 2,800,000 | $ 4,300,000 |
Debt Instrument, Interest Rate, Effective Percentage for Initial Borrowing Amount | 2.34% | 2.15% |
Long-Term Debt, Gross, Second Borrowing Amount | $ 24,625,000 | $ 24,625,000 |
Debt Instrument, Interest Rate, Effective Percentage for Second Borrowing Amount | 2.39% | 2.39% |
Long-term debt, less current portion | $ 27,425,000 | $ 28,925,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 9 Months Ended | ||||
Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Feb. 08, 2021USD ($) | Dec. 27, 2020USD ($) | Feb. 03, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Other long-term liabilities | $ 3,619,830 | $ 7,355,541 | |||
Contingent consideration | 2,021,807 | ||||
Interest expense on contingent consideration payable | 210,002 | $ 144,911 | |||
Momentum Solutionz | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 2,200,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 1,926,723 | ||||
Level 2 | Other long-term liabilities | Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Other long-term liabilities | 54,613 | 122,874 | |||
Level 3 | Contingent Consideration | Fair Value, Measurements, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 2,021,807 | $ 2,287,926 | |||
Measurement Input, Discount Rate | Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Discount rate | 0.089 | ||||
Measurement Input, Discount Rate | Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Discount rate | 0.092 |
EQUITY (Details Textual)
EQUITY (Details Textual) - $ / shares | 9 Months Ended | |
Sep. 26, 2021 | Dec. 27, 2020 | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 19,500,000 | 19,500,000 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Restricted stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in USD per share) | $ 0.01 | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 23,172 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options converted | 600 | ||||
Issuance of ESPP Shares (shares) | 14,758 | 14,758 | |||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | $ 0.2 | $ 0.1 | $ 0.5 | $ 0.4 | |
Unamortized stock compensation expense | 0.9 | $ 0.9 | |||
Unamortized stock compensation expense, recognition period | 2 years 8 months 12 days | ||||
Shares issued in period | 213 | ||||
Options converted | 1,000 | ||||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | $ 0.4 | $ 0.2 | |||
Unamortized stock compensation expense | $ 0.6 | $ 0.6 | |||
Unamortized stock compensation expense, recognition period | 2 years 7 months 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (26,048) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 17.51 | ||||
Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-option equity instruments, nonvested, number of shares | 0 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock Option and Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options converted | (600) | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | $ 200 | $ 100 | $ 500 | $ 400 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Beginning number of shares, outstanding (in shares) | 652,655 | ||||
Options converted | (1,000) | ||||
Granted (in shares) | 116,374 | ||||
Forfeited / Canceled (in shares) | (20,150) | ||||
Number of shares, outstanding (in shares) | 747,879 | 747,879 | 652,655 | ||
Ending number of shares, options exercisable | 528,315 | 528,315 | 416,717 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | |||||
Beginning balance of options outstanding (in dollars per share) | $ 17.63 | ||||
Exercised (in dollars per share) | 9.72 | ||||
Granted (in dollars per share) | 11.57 | ||||
Forfeited / Canceled (in dollars per share) | 17.56 | ||||
Ending balance of options outstanding (in dollars per share) | $ 16.70 | 16.70 | $ 17.63 | ||
Options exercisable at end of period | $ 17.26 | $ 17.26 | $ 16.96 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | |||||
Options outstanding, weighted average remaining contractual term | 6 years 10 months 24 days | 7 years 1 month 6 days | |||
Optons exercisable, weighted average remaining contractual term | 6 years 1 month 6 days | 6 years 3 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Roll Forward] | |||||
Beginning balance, intrinsic value | $ 665 | ||||
Ending value, intrinsic value | $ 871 | 871 | $ 665 | ||
Options exercisable, aggregate intrinsic value | $ 592 | $ 592 | $ 463 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Nonvested, number of shares | 219,564 | 219,564 | 235,938 | ||
Nonvested options, weighted average grant date fair value | $ 15.36 | $ 15.36 | $ 18.83 | ||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation expense | $ 400 | $ 200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Beginning number of shares, outstanding (in shares) | 25,218 | ||||
Granted (in shares) | 58,172 | ||||
Number of shares, outstanding (in shares) | 57,342 | 57,342 | 25,218 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | |||||
Beginning balance of options outstanding (in dollars per share) | $ 16.01 | ||||
Granted (in dollars per share) | 11.99 | ||||
Ending balance of options outstanding (in dollars per share) | $ 11.25 | $ 11.25 | $ 16.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Nonvested, number of shares | 57,342 | 57,342 | 25,218 | ||
Nonvested options, weighted average grant date fair value | $ 11.25 | $ 11.25 | $ 16.01 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 27, 2021 | Sep. 26, 2021 | Dec. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Number of warrants, exercisable | 25,862 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | |||
Forfeited, weighted average exercise price, (in dollars per share) | $ 16.80 | ||
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 16.80 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Roll Forward] | |||
Options converted | 600 | ||
Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Number of warrants, outstanding, beginning balance (in shares) | 25,862 | 25,862 | |
Forfeited (in shares) | (25,862) | ||
Number of warrants, outstanding, ending balance (in shares) | 0 | ||
Number of warrants, exercisable | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding warrants, weighted average exercise price, beginning balance (in dollars per share) | $ 16.80 | $ 16.80 | |
Outstanding warrants, weighted average exercise price, ending balance (in dollars per share) | 0 | ||
Exercisable warrants, weighted average exercise price (in dollars per share) | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Warrants outstanding, weighted average remaining contractual life | 4 months 24 days | 0 years | |
Exercisable warrants, weighted average remaining contractual life | 4 months 24 days | 0 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Intrinsic Value [Roll Forward] | |||
Outstanding warrants, intrinsic value, beginning balance | $ 0 | $ 0 | |
Outstanding warrants, intrinsic value, ending balance | 0 | ||
Exercisable warrants, intrinsic price | $ 0 | $ 0 |
TEAM MEMBER BENEFIT PLAN (Detai
TEAM MEMBER BENEFIT PLAN (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 0.4 | $ 0.3 | $ 1.2 | $ 1 |
First 3% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | |||
Next 2% Employee Compensation | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% |
BUSINESS SEGMENTS (Details Text
BUSINESS SEGMENTS (Details Textual) | 9 Months Ended |
Sep. 26, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
BUSINESS SEGMENTS (Reconciliati
BUSINESS SEGMENTS (Reconciliation of Revenue and Operating Income) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 27, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 82,352,022 | $ 71,518,691 | $ 224,455,249 | $ 208,192,454 | |
Depreciation | 190,705 | 206,721 | 589,465 | 653,199 | |
Amortization | 1,000,005 | 1,064,230 | 2,351,502 | 3,476,416 | |
Operating income | 6,195,740 | 3,648,068 | 11,745,389 | 220,698 | |
Capital expenditures | 462,889 | 63,212 | 1,566,389 | 1,960,179 | |
Total assets | 144,100,656 | 144,100,656 | $ 130,278,268 | ||
Operating Segments | Real Estate | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24,788,784 | 19,156,486 | 64,613,631 | 50,964,763 | |
Depreciation | 51,696 | 54,549 | 160,482 | 163,685 | |
Operating income | 4,369,878 | 3,346,316 | 9,795,540 | 7,159,432 | |
Capital expenditures | 29,733 | 25,000 | 94,674 | 68,273 | |
Total assets | 20,016,373 | 20,016,373 | 15,598,575 | ||
Operating Segments | Professional | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 39,396,028 | 34,041,737 | 106,719,095 | 107,035,087 | |
Depreciation | 97,141 | 100,727 | 294,174 | 309,467 | |
Amortization | 610,273 | 1,004,964 | 1,820,554 | 3,353,128 | |
Operating income | 3,399,330 | 1,793,937 | 7,476,688 | 5,232,301 | |
Capital expenditures | 16,229 | 28,693 | 96,124 | 102,591 | |
Total assets | 93,544,514 | 93,544,514 | 81,671,193 | ||
Operating Segments | Light Industrial | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 18,167,210 | 18,320,468 | 53,122,523 | 50,192,604 | |
Depreciation | 21,307 | 22,733 | 69,483 | 74,887 | |
Operating income | 1,164,117 | 1,272,796 | 3,330,564 | 3,240,347 | |
Capital expenditures | 7,390 | 9,519 | 34,505 | 12,720 | |
Total assets | 14,510,863 | 14,510,863 | 16,122,052 | ||
Operating Segments | Impairment Loss | Professional | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | 0 | 0 | 0 | (7,239,514) | |
Home office | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation | 20,561 | 28,712 | 65,326 | 105,160 | |
Amortization | 389,732 | 59,266 | 530,948 | 123,288 | |
Capital expenditures | 409,537 | 0 | 1,341,086 | 1,776,595 | |
Total assets | 16,028,906 | 16,028,906 | $ 16,886,448 | ||
Home office | Selling and Marketing Expense | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | (222,361) | (186,549) | (660,330) | (426,359) | |
Home office | General and Administrative Expense | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | (3,723,494) | (2,654,534) | (10,599,917) | (7,821,611) | |
Home office | Contingent Consideration | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | $ 1,208,270 | $ 76,102 | $ 2,402,844 | $ 76,102 |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) - $ / shares | Nov. 03, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 |
Subsequent Event [Line Items] | |||||
Cash dividends declared per common share | $ 0.12 | $ 0.05 | $ 0.32 | $ 0.40 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends payable, date declared | Nov. 3, 2021 | ||||
Cash dividends declared per common share | $ 0.12 | ||||
Dividends payable, date to be paid | Nov. 22, 2021 | ||||
Dividends payable, date of record | Nov. 15, 2021 |