BGSF, INC., 10-K filed on 3/15/2024
Annual Report
v3.24.0.1
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Mar. 13, 2024
Jun. 25, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
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    
Title of 12(b) Security Common Stock, par value $0.01 per share    
Trading Symbol BGSF    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 98,630,996
Entity Common Stock, Shares Outstanding   10,928,763  
Entity Central Index Key 0001474903    
Current Fiscal Year End Date --01-01    
Amendment Flag false    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Document Financial Statement Error Correction [Flag] false    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name Whitley Penn LLP
Auditor Location Plano, Texas
Auditor Firm ID 726
v3.24.0.1
NATURE OF OPERATIONS
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS NATURE OF OPERATIONS
 
BGSF, Inc., provides consulting, managed services, and professional workforce solutions to a variety of industries through its various divisions in information technology (“IT”), Finance & Accounting, Managed Solutions, and Property Management (formally known as Real Estate which includes apartment communities and commercial buildings) (collectively, with its consolidated subsidiaries, the “Company”).

On March 21, 2022, the Company completed the sale of substantially all its Light Industrial segment (“InStaff”) assets to Jobandtalent (“J&T”), through the wholly-owned subsidiary, Sentech Engineering Services, Inc. Instaff’s financial results for reported periods have been reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows as discontinued operations. See “Note 4 - Discontinued Operations” in the Consolidated Financial Statements included elsewhere in this report for additional information.

On December 12, 2022, the Company acquired substantially all of the assets, and assumed certain of the liabilities of Horn Solutions, Inc. and Horn Solutions Dallas, LLC (collectively “Horn Solutions”). See “Note 3- Acquisitions.”

On April 24, 2023, the Company acquired substantially all of the assets and assumed certain of the liabilities of Arroyo Consulting, LLC (“Arroyo Consulting”), which is a nearshore and offshore workforce solutions company that specializes in IT and software development with operations in the United States, Colombia, and India. See “Note 3- Acquisitions.”

The Company operates primarily within the United States of America (“U.S.”) through the Property Management and Professional segments.
 
The Property Management segment provides office and maintenance talent in 38 states and D.C., to property management companies responsible for the apartment communities’ and commercial buildings’ day-to-day operations.
 
The Professional segment provides specialized talent and business consultants for information technology (“IT”), managed services, finance, accounting, legal and human resource. The segment operates across the U.S. in three divisions, IT, Managed Solutions, and Finance & Accounting, with the IT division providing additional nearshore and offshore solutions in Colombia and India.
v3.24.0.1
CONTINGENCIES
 12 Months Ended
Dec. 31, 2023
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.


Employment Agreements
 
The CEO’s employment agreement was effective as of October 1, 2018 and the agreement remains in effect under successive one-year extensions unless terminated pursuant to its terms. In the event that her employment is terminated by the Company without cause or by her for good reason, she will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for her and her dependents, grossed-up for federal income taxes. Additionally, she will become 100% vested in any awards outstanding under the Company’s 2013 Long-Term Incentive Plan, as amended, (“2013 Plan”) or similar plan. Should there be a sale of the Company that results in the termination of her employment or a material adverse change in her duties and responsibilities, she will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months.

The CFO’s employment agreement was effective as of March 20, 2023 and remains in effect through December 31, 2025 with successive one-year extensions unless terminated pursuant to its terms. In the event that his employment is terminated by the Company without cause or by him for good reason, he will be entitled to (i) twelve months of base salary, (ii) accrued bonus, and (iii) eighteen months of COBRA premiums for him and his dependents, grossed-up for federal income taxes. Additionally, he will become 100% vested in any awards outstanding under the 2013 Plan or similar plan. Should there be a sale of the Company that results in the termination of his employment, he will be entitled to all of the amounts listed above, however, base salary shall equal eighteen months.
v3.24.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Current assets      
Accounts receivable (net of allowance for credit losses of $554 and $558, respectively) $ 56,776,000 $ 66,285,000 $ 48,100,000
Prepaid expenses 2,963,000 2,418,000  
Other current assets 7,172,000 7,459,000  
Total current assets 66,911,000 76,162,000  
Property and equipment, net 1,217,000 2,081,000  
Other assets      
Deposits 2,699,000 2,616,000  
Software as a service, net 5,026,000 4,411,000  
Deferred income taxes, net 7,271,000 2,196,000  
Right-of-use asset - operating leases 5,435,000 4,462,000  
Intangible assets, net 30,370,000 47,552,000  
Goodwill 59,588,000 55,193,000 29,142,000
Total other assets 110,389,000 116,430,000  
Total assets 178,517,000 194,673,000  
Current liabilities      
Accounts payable 95,000 587,000  
Accrued payroll and expenses 14,902,000 19,171,000  
Borrowings under revolving credit facilities 24,746,000 0  
Long-term debt, current portion 34,000,000 4,000,000  
Accrued interest 438,000 273,000  
Income taxes payable 282,000 253,000  
Contingent consideration, current portion 4,208,000 1,081,000  
Convertible note 4,368,000 4,368,000  
Other current liabilities 0 1,000,000  
Lease liabilities, current portion 2,016,000 1,842,000  
Total current liabilities 85,055,000 28,207,000  
Line of credit (net of debt issuance costs of $259) 0 22,303,000  
Long-term debt, less current portion 0 36,000,000  
Contingent consideration, less current portion 4,112,000 0  
Lease liabilities, less current portion 3,814,000 3,049,000  
Other long-term liabilities 0 10,000  
Total liabilities 92,981,000 93,937,000  
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, 10,887,509 and 10,772,515 shares issued and outstanding, respectively, net of treasury stock, at cost, of 3,930 and 1,845 shares, respectively 52,000 70,000  
Additional paid in capital 68,551,000 67,003,000  
Retained earnings 16,933,000 33,663,000  
Total stockholders’ equity 85,536,000 100,736,000 $ 76,592,000
Total liabilities and stockholders’ equity $ 178,517,000 $ 194,673,000  
v3.24.0.1
CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 554,000 $ 558,000
Long-term debt, current portion - Debt issuance costs 0 0
Line of credit - Debt issuance costs 128,000 259,000
Long-term debt, less current portion - Debt issuance costs $ 0 $ 0
Preferred stock, par value (in dollars 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 (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 19,500,000 19,500,000
Common stock, shares issued (in shares) 10,888,000  
Common stock, shares outstanding (in shares) 10,888,000  
v3.24.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Income Statement [Abstract]      
Revenues $ 313,167,000 $ 298,422,000 $ 239,027,000
Cost of services 201,383,000 194,874,000 158,086,000
Gross profit 111,784,000 103,548,000 80,941,000
Selling, general and administrative expenses 88,650,000 83,211,000 65,116,000
Gain on contingent consideration 0 0 (2,403,000)
Impairment losses 22,545,000 0 0
Depreciation and amortization 7,774,000 4,054,000 3,698,000
Operating (loss) income (7,185,000) 16,283,000 14,530,000
Interest expense, net (5,976,000) (1,363,000) (1,433,000)
(Loss) income from continuing operations before income taxes (13,161,000) 14,920,000 13,097,000
Income tax benefit (expense) from continuing operations 2,938,000 (3,659,000) (2,639,000)
(Loss) income from continuing operations (10,223,000) 11,261,000 10,458,000
Income from discontinued operations:      
Income 0 1,235,000 4,570,000
Gain on sale 0 17,675,000 0
Income tax expense 0 (4,810,000) (919,000)
Net (loss) income (10,223,000) 25,361,000 14,109,000
Change in unrealized (losses) gains on cash flow hedges 0 (58,000) 181,000
Other comprehensive (loss) gain 0 (58,000) 181,000
Net comprehensive (loss) income $ (10,223,000) $ 25,303,000 $ 14,290,000
Net (loss) income per share - basic:      
Net Income from continuing operations (in dollars per share) $ (0.95) $ 1.08 $ 1.01
Net Income from discontinued operations: Income (in dollars per share) 0 0.12 0.44
Net Income from discontinued operations: Gain on sale (in dollars per share) 0 1.69 0
Net Income from discontinued operations: Income tax expense (in dollars per share) 0 (0.46) (0.09)
Net income per share - basic (in dollars per share) (0.95) 2.43 1.36
Net (loss) income per share - diluted:      
Net Income from continuing operations (in dollars per share) (0.95) 1.07 1.00
Net Income from discontinued operations: Income (in dollars per share) 0 0.12 0.44
Net Income from discontinued operations: Gain on sale (in dollars per share) 0 1.69 0
Net Income from discontinued operations: Income tax expense (in dollars per share) 0 (0.46)  
Net income per share - diluted (in dollars per share) $ (0.95) $ 2.42 $ 1.35
Weighted average shares outstanding:      
Basic (in shares) 10,766,000 10,427,000 10,367,000
Diluted (in shares) 10,766,000 10,473,000 10,417,000
Cash dividends declared per common share (in dollars per share) $ 0.60 $ 0.60  
v3.24.0.1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Total
Discontinued operations
Instaff
Preferred Stock
Common Stock
Treasury Stock Amount
Additional Paid in Capital
Additional Paid in Capital
Discontinued operations
Instaff
Retained Earnings
Accumulated Other Comprehensive (Loss)/Income
Stockholders’ equity, beginning of period at Dec. 27, 2020 $ 65,458,000     $ 103,000 $ (29,000) $ 60,457,000   $ 5,050,000 $ (123,000)
Stockholders’ equity (in shares), beginning of period at Dec. 27, 2020       10,328,000          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Share-based compensation 1,058,000 $ 54,000       1,058,000 $ 54,000    
Exercise of common stock shares (40,000)         (40,000)      
Issuance of restricted shares (shares)       (64,000)          
Issuance of restricted shares $ (9,000)     $ 1,000 (9,000) (1,000)      
Issuance of ESPP shares (in shares)       32,000          
Exercise of common stock shares (in shares) 600     1,000          
Exercise of common stock options $ 8,000         8,000      
Net (loss) income 14,109,000             14,109,000  
Other comprehensive gain (loss) 181,000               181,000
Stockholders’ equity, end of period at Dec. 26, 2021 76,592,000   $ 0 $ 104,000 (38,000) 61,876,000   14,592,000 58,000
Stockholders’ equity (in shares), end of period at Dec. 26, 2021       10,425,000          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Payments of dividends (4,567,000)             (4,567,000)  
Issuance of ESPP shares 340,000         340,000      
Share-based compensation 1,085,000 $ 7,000       1,085,000 $ 7,000    
Transaction fees related sale of discontinued operations           35,000      
Issuance of shares, net of offering costs       $ 3,000          
Exercise of common stock shares 3,341,000         3,338,000      
Issuance of restricted shares $ 0         (1,000)      
Issuance of restricted shares, net of shares of treasury stock (shares)       32,344          
Issuance of restricted shares, net of shares of treasury stock       $ 1,000          
Issuance of ESPP shares (in shares) 59,506                
Exercise of common stock options           10,000      
Exercise of common stock options and warrants (shares)       1,000          
Net (loss) income $ 25,361,000             25,361,000  
Other comprehensive gain (loss) (58,000)               (58,000)
Stockholders’ equity, end of period at Jan. 01, 2023 100,736,000   0 $ 108,000 (38,000) 67,003,000   33,663,000 0
Stockholders’ equity (in shares), end of period at Jan. 01, 2023       10,772,000          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Payments of dividends (6,290,000)             (6,290,000)  
Issuance of ESPP shares 653,000         653,000      
Share-based compensation 1,029,000                
Issuance of restricted shares, net of shares of treasury stock (shares)       56,889          
Issuance of restricted shares, net of shares of treasury stock $ (41,000)     $ 1,000 (19,000) (23,000)      
Issuance of ESPP shares (in shares) 54,305                
Exercise of common stock options and warrants (shares)       5,000          
Exercise of common stock options $ 30,000         30,000      
Net (loss) income (10,223,000)             (10,223,000)  
Stockholders’ equity, end of period at Dec. 31, 2023 85,536,000   $ 0 $ 109,000 $ (57,000) 68,551,000   16,933,000 $ 0
Stockholders’ equity (in shares), end of period at Dec. 31, 2023       10,888,000          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Payments of dividends (6,507,000)             $ (6,507,000)  
Issuance of ESPP shares $ 512,000         $ 512,000      
v3.24.0.1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - Parenthetical - shares
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Statement of Stockholders' Equity [Abstract]      
Treasury stock, shares (in shares) 610 231 176
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Cash flows from operating activities      
Net (loss) income $ (10,223,000) $ 25,361,000 $ 14,109,000
(Income) from discontinued operations 0 (1,235,000) (4,570,000)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:      
Depreciation 446,000 597,000 685,000
Amortization 7,328,000 3,457,000 3,013,000
Gain on sale of discontinued operations 0 (17,675,000) 0
Impairment losses 22,545,000 0 0
CARES Act credit 0 0 (2,368,000)
Loss on disposal of property and equipment 17,000 6,000 8,000
Contingent consideration adjustment 0 0 (2,403,000)
Amortization of debt issuance costs 199,000 172,000 75,000
Interest expense on contingent consideration payable 740,000 128,000 252,000
Provision for credit losses 798,000 315,000 221,000
Share-based compensation 1,029,000 1,085,000 1,058,000
Deferred income taxes, net of acquired deferred tax liability (5,075,000) 2,353,000 1,279,000
Net changes in operating assets and liabilities, net of effects of acquisitions:      
Accounts receivable 12,163,000 (14,793,000) (15,178,000)
Prepaid expenses and other current assets (2,159,000) (866,000) (200,000)
Deposits (83,000) 1,503,000 (126,000)
Software as a service 720,000 660,000 319,000
Accounts payable (492,000) (228,000) 156,000
Accrued payroll and expenses (7,426,000) 1,633,000 5,730,000
Accrued interest 165,000 171,000 24,000
Income taxes receivable and payable 729,000 (1,202,000) (560,000)
Other current liabilities (1,000,000) (4,551,000) 19,000
Operating leases (35,000) (127,000) (107,000)
Other long-term liabilities 0 (64,000) (78,000)
Net cash provided by (used in) continuing operating activities 20,386,000 (3,300,000) 1,358,000
Net cash (used in) provided by discontinued operating activities 0 (3,822,000) 5,305,000
Net cash provided by (used in) operating activities 20,386,000 (7,122,000) 6,663,000
Cash flows from investing activities      
Businesses acquired, net of cash acquired (6,917,000) (33,940,000) (3,791,000)
Business sold 0 30,722,000 0
Capital expenditures (2,597,000) (5,680,000) (3,204,000)
Proceeds from sale of property and equipment 0 0 5,000
Net cash used in continuing investing activities (9,514,000) (8,898,000) (6,990,000)
Net cash used in discontinued investing activities 0 (26,000) (34,000)
Net cash used in investing activities (9,514,000) (8,924,000) (7,024,000)
Cash flows from financing activities      
Net borrowings under line of credit 2,312,000 9,781,000 6,804,000
Proceeds from issuance of long-term debt 0 40,000,000 0
Principal payments on long-term debt (6,000,000) (26,863,000) (2,063,000)
Payments of dividends (6,507,000) (6,290,000) (4,567,000)
Issuance of ESPP shares 512,000 653,000 340,000
Issuance of shares under the 2013 Long-Term Incentive Plan and Form S-3 registration statement costs, net of exercises (10,000) (1,000) (41,000)
Contingent consideration paid (1,110,000) (1,110,000) 0
Debt issuance costs (69,000) (236,000) 0
Net cash (used in) provided by financing activities (10,872,000) 15,934,000 473,000
Net change in cash and cash equivalents 0 (112,000) 112,000
Cash and cash equivalents, beginning of year 0 112,000 0
Cash and cash equivalents, end of year 0 0 112,000
Supplemental cash flow information:      
Cash paid for interest, net 4,668,000 641,000 879,000
Cash paid for taxes, net of refunds $ 1,378,000 $ 7,562,000 $ 3,676,000
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2023
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 Year
 
The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 31, 2023, and 53 weeks ended January 1, 2023, and the 52 weeks ended December 26, 2021, referred as Fiscal 2023, 2022, and 2021, respectively.
 
Reclassifications
 
Certain reclassifications have been made to the 2022 and 2021 financial statements to conform with the 2023 presentation.
 
Management Estimates
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in United States of America (“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 liabilities, 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
 
The Company uses fair value measurements in areas that include, but are not limited to, the allocation of purchase price consideration to tangible and identifiable intangible assets, convertible debt, contingent consideration, and interest rate swap agreements. The carrying values of cash, accounts receivables, accounts payable, accrued payroll and expenses, 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 with BMO Harris Bank, N.A. (“BMO”) that provides for a revolving credit facility, term loan and current rates available to the Company for debt with similar terms and risk. In Fiscal 2022 and 2021, Management determined the fair value on the interest rate swap 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 December 31, 2023 and January 1, 2023 or revenue from continuing operations in Fiscal 2023, 2022 and 2021. Geographic revenue from continuing operations in excess of 10% of the Company’s consolidated revenue in Fiscal 2023 and the related percentage for Fiscal 2022 and 2021 was generated in the following areas at:
December 31,
2023		January 1,
2023		December 26,
2021
Tennessee13 %10 %12 %
Texas25 %23 %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, credit loss, 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.
 
Changes in the allowance for credit losses from continuing operations are as follows at (in thousands): 
 December 31,
2023		January 1,
2023
Beginning balance$558 $449 
Acquired allowance for credit losses - Horn Solutions
— 109 
Provision for credit losses, net798 315 
Amounts written off, net(802)(315)
Ending balance$554 $558 
Property and Equipment
 
The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations.
 
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 $2.4 million, which are included in Deposits in the accompanying consolidated balance sheets, as of December 31, 2023 and January 1, 2023.

Software as a service
 
The Company capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, and are reported as a component of Software as a service. All other internal-use software development costs are capitalized and reported as a component of computer software within Intangible assets. In Fiscal 2023, the Company added software assets of $0.6 million and reclassified $0.7 million from property and equipment related to the information technology improvement project.

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 2023, 2022 or 2021.

Leases

The Company leases all their office space through operating leases, which expire at various dates through 2030. 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 1 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 using the incremental borrowing rate based on the information available at lease commencement date, unless the implicit rate in the lease is readily determinable. 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 finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective Intangible asset is realized.
 
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 internal use software. 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 considered the current and expected future economic and market conditions and its impact on each of the reporting units. 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. In the first quarter of Fiscal 2023, management decided to eliminate the use of various trade names and go to market under the BGSF brand. Management’s rebranding created an impairment charge of $22.5 million. The Company determined that there were no impairment indicators for these assets in Fiscal 2022.

Goodwill

Goodwill represents the difference between the total consideration paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2023, 2022 or 2021.

The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below.

In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value.
 
The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess.
 
The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit’s fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.

Cash Flow Hedge

The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument was recorded in accumulated other comprehensive income or loss. The Company reclassified the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affected earnings. There were no outstanding cash flow hedges at December 31, 2023 or January 1, 2023.

Debt Issuance Costs
 
Debt issuance costs 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 continuing operations in Property Management and Professional segments by providing workforce solutions, placement services, and managed 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 from continuing operations as presented on the consolidated statements of operations and comprehensive (loss) income 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 solution 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.

Managed services revenues - include both workforce solution revenues and fixed fee revenues from client partner contracts. Services performed represent the transfer of control to the client partner over a given period of time. Fixed fee revenues are recognized in equal amounts at fixed intervals as promised services are delivered.

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 19 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 December 31, 2023 or January 1, 2023. There were no revenues recognized during Fiscal 2023 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 Fiscal 2023, 2022, and 2021. The opening balance of accounts receivable at December 26, 2021, was $48.1 million.
 
Advertising
 
The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. Total advertising expense from continuing operations for Fiscal 2023, 2022, and 2021 was $2.1 million, $2.0 million, and $2.0 million, respectively.
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 (in thousands):
 December 31,
2023		January 1,
2023		December 26,
2021
Weighted-average number of common shares outstanding:10,766 10,427 10,367 
Effect of dilutive securities: 
Stock options and restricted stock— 46 50 
Weighted-average number of diluted common shares outstanding10,766 10,473 10,417 
Stock options and restricted stock812 360 402 
Convertible note255 255 — 
Antidilutive shares1,067 615 402 

Income Taxes
 
The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As a matter of operation, we first calculated the effective tax on continuing operations, and then allocated the remaining taxes to our discontinued operations, in accordance with Accounting Standards Codification (“ASC”) Topic 740. As of December 31, 2023 and January 1, 2023, goodwill of $45.9 million and $50.4 million, respectively, which is limited annually and is expected to be deductible for tax purposes.

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 December 31, 2023, the Company has a $2.6 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. Additionally, there was an increase of $5.2 million to the deferred tax assets related to the $22.5 million in impairment losses as of December 31, 2023.

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 believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 31, 2023 or January 1, 2023.
 
The Company follows the guidance of 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. The new standard provides guidance to improve reportable segment disclosure with enhanced reporting of significant segment expenses. The new guidance is effective after December 15, 2023, and interim periods beginning after December 15, 2024, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. The new standard requires annual disclosure of the specific categories in the rate reconciliation, and additional information for reconciling items that meet a quantitative threshold. Additional information may be required on reconciling items. The new guidance is effective after December 15, 2024, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
v3.24.0.1
ACQUISITIONS
 12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
ACQUISITIONS ACQUISITIONS
Horn Solutions

On December 12, 2022, the Company acquired substantially all of the assets, and assumed certain of the liabilities, of Horn Solutions. The purchase price of $42.7 million was paid at closing with $33.9 million in cash and $3.4 million of the Company common stock (254,455 shares of the Company common stock privately placed under Section 4(a)(2) of the Securities Act of 1933, as amended), as well as a two-year convertible promissory note of $4.4 million with an annual interest rate of 6%, with interest paid quarterly. The promissory note is convertible into shares of the Company common stock at any time after the one-year anniversary of the promissory note at a conversion price equal to $17.12 per share. The promissory note is subordinate to the Company’s senior debt. An additional portion of the purchase price, $1.0 million in cash, was held back as partial security for a post-closing purchase price adjustment. The asset purchase agreement contained a provision for a “true up” of acquired working capital within 120 days after the closing date. In May 2023, the hold back and true-up were paid, adjusting businesses acquired by $0.1 million in goodwill. The purchase price at closing was paid out of funds under the Company’s credit agreement led by BMO, see “Note 12 - Debt”.

The acquired business was assigned to the Professional segment. The acquisition of Horn Solutions allowed the Company to strengthen and expand its finance and accounting operations by providing consulting, project loan staff, interim staff, direct hire, and managed services through three complementary business units: strategic accounting and finance, information technology, and transactional accounting and office staffing. Horn Solutions provides services to clients in a variety of industries including, but not limited to energy, financial services, healthcare, real estate and construction, service, manufacturing, and software industries.

Shortly after closing, Horn Solutions was fully integrated into the Company's organizational structure and does not operate as a discrete entity. Consequently, the amount of revenue and earnings of Horn Solutions included in the Consolidated Statement of Comprehensive (Loss) Income since the acquisition date is impracticable to provide.
The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows (in thousands):

Accounts receivable$3,734 
Prepaid expenses and other assets118 
Property and equipment, net83 
Right-of-use asset - operating leases1,528 
Intangible assets13,484 
Goodwill (deductible tax basis of $26.1 million)26,610 
Current liabilities assumed(1,787)
Lease liability - operating leases(1,528)
Total net assets acquired$42,242 
Cash$33,940 
Hold back1,000 
Convertible Note4,368 
Common stock3,351 
Working capital adjustment(417)
Total fair value of consideration transferred for acquired business$42,242 

The allocation of the intangible assets is as follows (in thousands):
 Estimated Fair
Value		Estimated 
Useful Lives
Covenants not to compete$50 5 years
Client partner list13,434 10 years
Total$13,484  

The Company incurred costs of $0.4 million in Fiscal 2023 and Fiscal 2022 related to the Horn Solutions acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

Arroyo Consulting

On April 24, 2023, the Company acquired substantially all of the assets, and assumed certain of the liabilities, of Arroyo Consulting for cash consideration of $6.8 million. Certain post-closing liabilities were held back of $0.4 million and a partial security for any indemnification obligation was held back for one year of $0.9 million. The purchase agreement further provides for contingent consideration of up to $8.5 million based on the performance of the acquired business for the two years following the date of acquisition. The purchase price at closing was paid out of funds under the Company’s credit agreement led by BMO, see “Note 12 - Debt”. The purchase agreement contained a provision for a “true up” of acquired working capital within 120 days after the closing date, which has not yet been finalized with the seller.

The acquired business was assigned to the Professional segment. The acquisition of Arroyo Consulting allows the Company to strengthen the go-to-market cross-selling efforts providing clients a cost effective alternative offering nearshore and offshore IT resources. Arroyo Consulting provides nearshore and offshore professional workforce solutions specializing in IT and software development with operations in the United States, Colombia, and India.

The 2022 and 2021 consolidated statements of operations do not include any operating results of Arroyo Consulting. The Fiscal 2023 consolidated statement of operation and comprehensive (loss) income included thirty-six weeks for approximately $14.8 million of revenue and $4.0 million of operating income, which included $0.7 million in amortization expense on acquisition intangibles.
The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows (in thousands):

Accounts receivable$3,452 
Right-of-use asset - operating leases141 
Intangible assets11,468 
Goodwill (no deductible tax basis)3,836 
Current liabilities assumed(2,471)
Lease liability - operating leases(140)
Total net assets acquired$16,286 
Cash$6,800 
Hold back, working capital*350 
Hold back, indemnities* 850 
Working capital adjustment*677 
Fair value of contingent consideration7,609 
Total fair value of consideration transferred for acquired business$16,286 
*Included in Other current liabilities

The allocation of the intangible assets is as follows (in thousands):

 Estimated Fair
Value		Estimated 
Useful Lives
Covenants not to compete$352 5 years
Client partner list10,946 10 years
Computer software170 3 years
Total$11,468  

The Company incurred costs of $0.6 million in Fiscal 2023 related to the Arroyo Consulting acquisition. These costs were expensed as incurred in selling, general and administrative expenses.

Supplemental Unaudited Pro Forma Information

The Company estimates what would have been reported if the revenues and net income from continuing operations of the Horn Solutions and Arroyo Consulting acquisitions had taken place on the first day of the Company’s Fiscal 2022 (in thousands, except income per share): 
December 31,
2023		January 1,
2023
Revenues$320 $346 
Gross profit$114 $123 
Net (loss) income from continuing operations$(10)$13 
Net (loss) income per share from continuing operations: 
Basic$(0.89)$1.29 
Diluted$(0.89)$1.29 

Pro forma net (loss) income includes amortization of primarily client partner lists, interest expense on additional borrowings on the New Term Loan and the revolving facility (the “Revolving Facility”)(see “Note 12 - Debt”) at a rate of 2.5%. The tax benefit of the pro forma adjustments at an effective tax rate of 22.3% for Fiscal 2023 and 24.5% for Fiscal 2022. The pro forma operating results include adjustments to Horn Solutions and Arroyo Consulting 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. There were no material nonrecurring adjustments.
Amounts set forth above are not necessarily indicative of the results that would have been attained had the Horn Solutions and Arroyo Consulting acquisitions taken place on the first day of Fiscal 2022 or of the results that may be achieved by the combined enterprise in the future.
v3.24.0.1
DISCONTINUED OPERATIONS
 12 Months Ended
Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
On March 21, 2022, the Company sold substantially all of the assets and certain liabilities of InStaff to Sentech Engineering Services, Inc. (“Sentech”) for a sale price of approximately $30.3 million cash, subject to customary sales price and working capital adjustments specified in the purchase agreement. The purchase agreement provided for deferred consideration of $2.0 million, which was received April 3, 2023. The sale resulted in an original pre-tax gain on sale of discontinued operations of $17.3 million, with an additional pre-tax gain of $0.4 million recognized as part of the net working capital adjustment in October 2022.
The InStaff financial results for periods prior to the sale have been reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows as discontinued operations.

The financial results of InStaff are as follows at (in thousands):

January 1,
2023
December 26, 2021
Revenue$16,465 $71,292 
Cost of services14,144 60,948 
Gross profit2,321 10,344 
Selling expenses1,062 5,684 
Depreciation24 90 
Income from discontinued operations before gain on sale and income taxes $1,235 $4,570 
v3.24.0.1
OTHER CURRENT ASSETS
 12 Months Ended
Dec. 31, 2023
Other current assets [Abstract]  
Other Current Assets OTHER CURRENT ASSETS
Other current assets consist of the following at (in thousands): 
 December 31,
2023		January 1,
2023
CARES Act receivable$2,188 $2,368 
Deferred consideration— 2,000 
Income tax receivable685 1,667 
Horn Solutions working capital adjustment— 534 
Workers’ compensation deposit refund receivable— 448 
Due from Arroyo and Sentech, respectively3,843 411 
Other456 31 
$7,172 $7,459 

CARES Act Receivable
The Employee Retention Credit (“ERC”) was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act allows relief to businesses affected by the coronavirus pandemic, by providing payment to employers for qualified wages and health insurance benefits for team members. The CARES Act applies to taxes incurred from March 27, 2020, through the second quarter of 2021.
v3.24.0.1
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
 
Property and equipment consist of the following at (in thousands): 
 December 31,
2023		January 1,
2023
Leasehold improvements$665 $1,397 
Furniture and fixtures1,152 1,506 
Computer systems3,476 4,077 
 5,293 6,980 
Accumulated depreciation(4,076)(4,899)
Property and equipment, net$1,217 $2,081 
 
Total depreciation expense from continuing operations in Fiscal 2023, 2022 and 2021 was $0.4 million, $0.6 million, and $0.7 million, respectively. In Fiscal 2023, the Company completed software assets and reclassed $0.7 million to Software as a service and $0.2 million to Intangible assets related to the information technology improvement project.
v3.24.0.1
LEASES
 12 Months Ended
Dec. 31, 2023
Leases, Operating [Abstract]  
LEASES LEASES
 
The Company’s future continuing operating lease obligations that have not yet commenced are immaterial. Short-term leases were immaterial. The supplemental balance sheet and cash flow information related to the Company's operating leases were as follows at (dollars in thousands): 

December 31,
2023		January 1,
2023		December 26, 2021
Weighted average remaining lease term of operation leases3.5 years3.3 years2.7 years
Weighted average discount rate for continuing operating leases6.5 %5.2 %5.0 %
Cash paid for continuing operating leases$2,185 $2,115 $2,136 
Continuing operating lease expense$2,155 $1,887 $1,907 
Right-of -use assets obtained in exchange for new operating lease liabilities$2,837 $2,248 $6 

The undiscounted annual future minimum lease payments of continuing operations consist of the following at (in thousands):
December 31, 2023
2024$2,306 
20251,591 
20261,211 
2027852 
2028512 
Thereafter74 
Total lease payment6,546 
Interest(716)
Present value of lease liabilities$5,830 
v3.24.0.1
INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS INTANGIBLE ASSETS
In the first quarter of Fiscal 2023, management decided to eliminate the use of various trade names and go to market under the BGSF brand. Management’s rebranding created an impairment charge of $22.5 million. The Company determined that there were no impairment indicators for these assets in Fiscal 2022.
Finite and indefinite lived intangible assets consist of the following at (in thousands):
 December 31, 2023
Gross ValueAccumulated
Amortization		Net
Carrying
Value
Finite lives:   
Client partner lists$69,114 $44,150 $24,964 
Covenants not to compete2,743 2,153 590 
Computer software7,825 3,009 4,816 
Total$79,682 $49,312 $30,370 
 
 January 1, 2023
Gross ValueAccumulated
Amortization		Net
Carrying
Value
Finite lives:   
Client partner lists$58,609 $38,227 $20,382 
Covenants not to compete2,391 1,886 505 
Computer software7,208 3,087 4,121 
68,208 43,200 25,008 
Indefinite lives:
Trade names23,977 1,433 22,544 
Total$92,185 $44,633 $47,552 

Estimated future amortization expense for the next five years and thereafter is as follows (in thousands): 
Fiscal Years Ending: 
2024$7,185 
20255,593 
20264,332 
20273,125 
20282,469 
Thereafter7,666 
Total$30,370 
Total amortization expense from continuing operations for Fiscal 2023, 2022 and 2021 was $7.3 million, $3.5 million and $3.0 million, respectively. In Fiscal 2023, the Company added software assets of $1.5 million and reclassified $0.2 million from property and equipment related to the information technology improvement project.
v3.24.0.1
GOODWILL
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL GOODWILL
 
The changes in the carrying amount of goodwill as of and during the years ended were as follows at (in thousands):
 Property ManagementProfessionalTotal
December 26, 2021$1,074 $28,068 $29,142 
Additions from acquisitions— 26,051 26,051 
January 1, 20231,074 54,119 55,193 
Additions from acquisitions— 4,395 4,395 
December 31, 2023$1,074 $58,514 $59,588 
v3.24.0.1
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION
 12 Months Ended
Dec. 31, 2023
Accrued Liabilities, Current [Abstract]  
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION
 
Accrued payroll and expenses consist of the following at (in thousands):
 December 31,
2023		January 1,
2023
Field talent payroll$5,014 $6,923 
Field talent payroll related1,039 941 
Accrued bonuses and commissions2,931 5,740 
Other5,918 5,567 
Accrued payroll and expenses$14,902 $19,171 

The following is a schedule of future estimated contingent consideration payments at (in thousands): 
December 31, 2023
Estimated Cash PaymentDiscountNet
Due in: 
Less than one year$4,250 $(42)$4,208 
One to two years4,250 (138)4,112 
Contingent consideration$8,500 $(180)$8,320 
v3.24.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
At December 31, 2023, federal income tax receivable of $0.7 million is included in Other current assets and state income tax payable of $0.3 million is included in Income taxes payable. At January 1, 2023, federal income tax receivable of $1.7 million is included in Other current assets and state income tax payable of $0.3 million is included in Income taxes payable.

The Company’s income tax expense for the fiscal years are comprised of the following at (in thousands): 
 December 31, 2023January 1,
2023		December 26, 2021
Current federal income tax$(1,312)$(589)$(594)
Current state income tax(825)(717)(766)
Deferred tax benefit (income)5,075 (2,353)(1,279)
Income tax benefit (expense) from continuing operations2,938 (3,659)(2,639)
Income tax (expense) from discontinued operations— (4,810)(919)
Income tax benefit (expense)$2,938 $(8,469)$(3,558)
Significant components of the Company’s deferred income taxes are as follows at (in thousands): 
 December 31,
2023		January 1,
2023
Deferred tax assets:
Allowance for credit losses$120 $127 
Goodwill and intangible assets5,242 787 
Accrued payroll and expenses681 404 
Contingent consideration2,087 271 
Share-based compensation602 504 
Net operating loss carry forward662 985 
Deferred tax liabilities:
Prepaid expenses and other current assets(735)(579)
Property and equipment(1,388)(303)
Deferred income taxes, net$7,271 $2,196 

The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows at (in thousands): 
 December 31, 2023January 1, 2023December 26, 2021
Tax benefit (expense) at federal statutory rate$2,764 (21.0)%$(3,133)(21.0)%$(2,750)(21.0)%
State income tax benefit (expense), net of federal benefit194 (1.5)%(795)(5.3)%(1,100)(8.4)%
Equity, permanent differences and other(319)2.3 %(178)(1.2)%503 3.7 %
Work Opportunity Tax Credit, net299 (2.3)%447 3.0 %708 5.4 %
Income tax benefit (expense) from continuing operations2,938 (22.5)%(3,659)(24.5)%(2,639)(20.3)%
Income tax (expense) from discontinued operations— — %(4,810)(24.5)%(919)(20.3)%
Income tax benefit (expense)$2,938 (22.5)%$(8,469)(24.5)%$(3,558)(20.3)%
v3.24.0.1
DEBT
 12 Months Ended
Dec. 31, 2023
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 lead administrative agent, lender, letters of credit issuer, and swing line lender. The Credit Agreement provided for 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 and repaid. The Company also had the option to request an increase in in the aggregate Term Loan by $40 million, which was done in connection with the Horn Solutions acquisition. The Company’s obligations under the Credit Amendment are secured by a first priority security interest in substantially all tangible and intangible property of the Company and its subsidiaries. The Credit Agreement bore interest either at the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin through August 17, 2022 (as such terms are defined in the Credit Agreement). The Company pays an unused commitment fee on the daily average unused amount of the Revolving Facility.

On August 18, 2022, the Company entered into an amendment to the Credit Agreement with BMO, which changed the interest rate component from LIBOR to the Secured Overnight Financing Rate (“SOFR”), plus the Applicable Margin (as such terms are defined in the amended credit agreement). In connection with the Horn Solutions acquisition on December 12, 2022 (See “Note 3 - Acquisitions”), the Company exercised the option to borrow $40.0 million, as noted above, pursuant to a second amendment to the Credit Agreement (“Second Credit Amendment”). The Second Credit Amendment requires 2.5% of the original principal balance of the New Term Loan payable on the last business day of each quarter, beginning on March 31, 2023.

On April 24, 2023, in connection with the acquisition of Arroyo Consulting, the Company entered into a Third Amendment to the Credit Agreement (“Third Credit Amendment”) with BMO. The Third Credit Amendment revised language to permit an acquisition of a foreign entity under certain circumstances and modified the terms of permitted distributions and guarantors.
On May 19, 2023, the Company entered into a Fourth Amendment to the Credit Agreement (“Fourth Credit Amendment”) increasing the Revolving Facility by $6.0 million to an aggregate amount up to $41.0 million.

The Company is subject to a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio (as such terms are defined in the amended Second Credit Amendment). The Company was in compliance with the customary affirmative and negative covenants as of December 31, 2023.

The indebtedness under the Credit Agreement had a maturity date of July 16, 2024, which has been classified within current liabilities as of December 31, 2023. The Credit Agreement was amended and restated on March 12, 2024. See Note 21 - Subsequent Events.

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 December 31, 2023, 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 December 31, 2023 or January 1, 2023.

Line of Credit

At December 31, 2023 and January 1, 2023, $24.9 million and $22.6 million, respectively, was outstanding on the revolving facilities. Average daily balance for Fiscal 2023, 2022 and 2021 was $23.1 million, $18.4 million, and $9.9 million, respectively.

Borrowings under the revolving facilities consisted of and bore interest at (in thousands):
December 31,
2023		January 1,
2023
Base Rate$4,874 9.75 %$2,562 8.25 %
SOFR3,000 7.69 %20,000 6.45 %
SOFR2,000 7.71 %— — %
SOFR15,000 7.77 %— — %
Total$24,874 $22,562 

Long-Term Debt

Long-term debt consisted of and bore interest at (in thousands):
December 31,
2023		January 1,
2023
SOFR$34,000 7.79 %$40,000 6.72 %
Long-term debt$34,000 $40,000 

Maturities on the Revolving Facility with BMO and long-term debt as of , are as follows at (in thousands):
Fiscal:December 31,
2023
2024$58,874 
Less debt issuance costs(128)
Total, net$58,746 
Cash Flow Hedge

In April 2020, the Company entered into a pay-fixed/receive-floating interest rate swap agreement with our bank syndicate led by BMO that reduces the floating interest rate component on the Term Loan obligation. The $25.0 million notional amount was designed as a cash flow hedge on the underlying variable rate interest payments against a fixed interest rate. In accordance with cash flow hedge accounting treatment, the Company had determined that the hedge was perfectly effective using the change-in-variable-cash-flow method.

On March 21, 2022, the Company paid down the balance, which cancelled the agreement. The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument was recorded in accumulated other comprehensive income or loss. The Company reclassified the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affected earnings.

Convertible Note

At December 31, 2023 and January 1, 2023, the Company had a two-year convertible unsecured promissory note of $4.4 million due to the seller with an annual interest rate of 6%, with interest paid quarterly related to the Horn Solutions acquisition on December 12, 2022 (See “Note 3 - Acquisitions”). The promissory note is convertible into shares of our common stock at any time after the one-year anniversary of the promissory note at a conversion price equal to $17.12 per share, prior to the maturity date of December 12, 2024. The promissory note is subordinate to the Company’s senior debt.
v3.24.0.1
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2023
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 (in thousands):
Amounts Recorded at Fair Value  Financial Statement Classification  Fair Value Hierarchy  December 31,
2023		January 1,
2023
Convertible noteConvertible noteLevel 2$4,368 $4,368 
Contingent consideration, net Contingent consideration, net - current and long-term Level 3$8,320 $1,081 
The changes in the Level 3 fair value measurements from January 1, 2023 to December 31, 2023 relates primarily to an increase from Arroyo Consulting acquisition, including $0.7 million in accretion, offset by a $1.1 million payment for the 2021 Momentum Solutionz acquisition. Key inputs in determining the fair value of the contingent consideration as of December 31, 2023 and January 1, 2023 included discount rates of approximately 7% and 9%, respectively, as well as management’s estimates of future sales volumes and earnings before interest, income taxes, depreciation, and amortization (“EBITDA”).
v3.24.0.1
EQUITY
 12 Months Ended
Dec. 31, 2023
Equity [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 56,889 and 32,344 shares to team members and non-team member (non-employee) directors in Fiscal 2023 and Fiscal 2022, respectively. The restricted shares of $0.01 par value per share were issued under the 2013 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.

In connection with the vesting portions of the restricted stock, the Company repurchased 2,085, -0-, and 610 shares of company stock, or treasury stock, to satisfy the withholding obligation in connection with the vesting of a portion of the restricted stock for Fiscal 2023, 2022, and 2021, respectively. Treasury stock is accounted for under the cost method whereby the entire cost of the acquired stock is recorded.
v3.24.0.1
SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION SHARE-BASED COMPENSATION
Stock Options
 
In December 2013, the board of directors adopted the original 2013 Plan. Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan. As of December 31, 2023, a total of 1,215,987 shares remain available for issuance under the 2013 Plan.

The term of each option is determined by the board of directors but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value.

The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatilities of the Company for a period equal to the expected life of the option.

The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.

For Fiscal 2023, 2022 and 2021, the Company recognized $0.4 million, $0.7 million and $0.6 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from continuing operations as of December 31, 2023 amounted to $0.9 million which is expected to be recognized over the next 2.6 years.
 
The following assumptions were used to estimate the fair value of stock options for the years ended: 
 December 31, 2023January 1, 2023December 26, 2021
Weighted-average fair value of awards$3.00  $5.17  $4.91 
Weighted-average risk-free interest rate4.2 %2.7 %0.8 %
Weighted-average dividend yield$0.60 $0.54 $0.35 
Weighted-average volatility factor52.8 %54.6 %53.3 %
Weighted-average expected life10.0yrs10.0yrs10.0yrs
A summary of stock option activity is presented as follows: 
 Number of
Shares		Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Options
(in thousands)
Awards outstanding at December 27, 2020652,655 $17.63 7.1$665 
Granted116,374 $11.57 
Exercised(1,350)$9.72 
Forfeited / Canceled(72,350)$15.01 
Awards outstanding at December 26, 2021695,329 $16.91 6.7$665 
Granted164,000 $12.87 
Exercised(1,000)$9.75 
Forfeited / Canceled(36,650)$17.65 
Awards outstanding at January 1, 2023821,679 $16.08 6.4$1,907 
Granted126,470 $10.02 
Exercised(4,800)$6.25 
Forfeited / Canceled(21,039)$17.38 
Awards outstanding at December 31, 2023922,310 $15.30 6.0$104 
Awards exercisable at January 1, 2023573,863 $17.50 5.4$1,164 
Awards exercisable at December 31, 2023663,740 $16.84 5.0$103 

 Number of
Shares		Weighted Average Grant Date Fair Value
Non-vested outstanding at January 1, 2023247,816 $7.64 
Non-vested outstanding at December 31, 2023258,570 $7.84 

During Fiscal 2023 and 2022, there were no cashless stock option exercises. During Fiscal 2021 the Company issued 213 shares of common stock upon the cashless exercise of 600 stock options.

Restricted Stock

For Fiscal 2023, 2022 and 2021, the Company recognized $0.6 million, $0.4 million, and $0.5 million, respectively, of compensation expense related to restricted stock. Unamortized share-based compensation expense as of December 31, 2023 amounted to $0.6 million which is expected to be recognized over the next 1.8 years.
A summary of restricted stock activity is presented as follows: 
 Number of
Shares		Weighted Average Grant Date Fair Value
Restricted outstanding at December 27, 202025,218 $16.01 
Issued64,702 $12.04 
Vested(29,076)$15.75 
Restricted outstanding at December 26, 202160,844 $11.91 
Issued32,344 $13.14 
Vested(31,168)$11.79 
Restricted outstanding at January 1, 202362,020 $12.21 
Issued57,974 $11.22 
Vested(43,303)$11.71 
Forfeited / Canceled(967)$12.62 
Restricted outstanding at December 31, 202375,724 $11.73 
Nonvested outstanding at January 1, 202362,020 $12.21 
Nonvested outstanding at December 31, 202375,724 $11.73 

Warrant Activity
 
For Fiscal 2023, 2022 and 2021, the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense remaining to be recognized as of December 31, 2023.
 
A summary of warrant activity is presented as follows:
 Number of
Shares		Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Warrants
(in thousands)
Warrants outstanding at December 27, 202025,862 $16.80 0.4$— 
Expired(25,862)$16.80 
Warrants outstanding at December 26,2021, January 1, 2023, and December 31, 2023— $— 0.0$— 
Warrants exercisable January 1, 2023 and December 31, 2023— $— 0.0$— 

There were no non-vested warrants outstanding at December 31, 2023, January 1, 2023, and December 26, 2021. There were no exercises of warrants in Fiscal 2023, 2022, and 2021.

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 Fiscal 2023, and 2022, the Company issued 54,305 and 59,506 shares of common stock under the 2020 ESPP, respectively.
v3.24.0.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
 
There were no related party transactions in Fiscal 2023, 2022, or 2021.
v3.24.0.1
TEAM MEMBER BENEFIT PLAN
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
TEAM MEMBER BENEFIT PLAN TEAM MEMBER BENEFIT PLAN
 
Defined Contribution Plan

The Company provides a defined contribution plan (the “401(k) Plan”) for the benefit of its eligible team members and field talent. The 401(k) Plan allows participants to make contributions subject to applicable statutory limitations. The Company matches participants contributions 100% up to the first 3% and 50% of the next 2% of a team member or field talent’s compensation. The Company contributed $2.0 million, $1.5 million and $1.5 million from continuing operations to the 401(k) Plan for Fiscal 2023, 2022 and 2021, respectively.
v3.24.0.1
BUSINESS SEGMENTS
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
BUSINESS SEGMENTS BUSINESS SEGMENTS
 
The Company has continuing operations through the Property Management and Professional segments.

Segment (loss) income from continuing operations 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 (loss) income from continuing operations by reportable segment to consolidated results for the periods indicated at (in thousands):

 December 31, 2023January 1, 2023December 26, 2021
Revenue:  
Property Management$125,077 $121,093 $92,018 
Professional188,090 177,329 147,009 
Total$313,167 $298,422 $239,027 
Depreciation:  
Property Management$133 $179 $210 
Professional263 355 390 
Home office50 63 85 
Total$446 $597 $685 
Amortization:  
Professional$6,198 $2,338 $2,431 
Home office1,130 1,119 582 
Total$7,328 $3,457 $3,013 
December 31, 2023January 1, 2023December 26, 2021
Operating (loss) income:
Property Management$23,155 $19,803 $14,663 
Professional - without CARES Act credit and impairment loss12,292 15,604 10,340 
Professional - CARES Act credit— — 921 
Professional - impairment loss(22,545)— — 
Home office - general and administrative(20,087)(19,124)(14,948)
Home office - CARES Act credit— — 1,150 
Home office - gain on contingent consideration— — 2,404 
Total$(7,185)$16,283 $14,530 
Capital Expenditures:
Property Management$70 $135 $106 
Professional444 90 107 
Home office2,083 5,455 2,991 
Total$2,597 $5,680 $3,204 
Total Assets:  
Property Management$29,884 $29,302 
Professional122,751 141,018 
Home office25,882 24,353 
Total$178,517 $194,673 
v3.24.0.1
QUARTERLY FINANCIAL DATA (UNAUDITED)
 12 Months Ended
Dec. 31, 2023
Quarterly Financial Information Disclosure [Abstract]  
QUARTERLY FINANCIAL DATA (UNAUDITED) QUARTERLY FINANCIAL DATA (UNAUDITED)
December 31, 2023
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter		Fiscal
Year
Revenues$75,316 $80,800 $83,484 $73,567 $313,167 
Gross profit$26,784 $29,574 $29,979 $25,447 $111,784 
Net (loss) income $(16,466)$2,604 $2,640 $999 $(10,223)
Net (loss) income per share:
Basic$(1.54)$0.24 $0.24 $0.11 $(0.95)
Diluted$(1.54)$0.24 $0.24 $0.11 $(0.95)
Weighted-average shares outstanding:
Basic10,712 10,759 10,791 10,812 10,766 
Diluted10,712 10,770 10,803 10,823 10,766 
January 1, 2023
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter		Fiscal
Year
Revenues$68,542 $74,089 $78,508 $77,283 $298,422 
Gross Profit$23,431 $25,059 $28,000 $27,058 $103,548 
Income from continuing operations$2,008 $3,184 $4,652 $1,417 $11,261 
Income (loss) from discontinued operations, net of tax$13,792 $(7)$— $315 $14,100 
Net income$15,800 $3,177 $4,652 $1,732 $25,361 
Net income per share - basic:
Income from continuing operations$0.19 $0.31 $0.44 $0.14 $1.08 
Income from discontinued operations0.12 — — — 0.12 
Gain on sale1.65 — — 0.04 1.69 
Income tax expense(0.45)— — (0.01)(0.46)
Net income per share - basic$1.51 $0.31 $0.44 $0.17 $2.43 
Net income per share - diluted:
Income from continuing operations$0.19 $0.30 $0.44 $0.14 $1.07 
Income from discontinued operations0.12— — — 0.12
Gain on sale1.66— — 0.03 1.69
Income tax expense(0.45)— — (0.01)(0.46)
Net income per share - diluted$1.52 $0.30 $0.44 $0.16 $2.42 
Weighted-average shares outstanding:
Basic10,429 10,472 10,492 10,501 10,427 
Diluted10,485 10,514 10,533 10,544 10,473 
v3.24.0.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
 
Dividend

On February 7, 2024, the Company’s board of directors declared a cash dividend in the amount of $0.15 per share of common stock to be paid on February 27, 2024 to all shareholders of record as of the close of business on February 20, 2024.

Credit Agreement

On March 12, 2024, the Credit Agreement was amended and restated through the Company’s entry into an Amended and Restated Credit Agreement with certain lenders, BMO Bank, N.A., as administrative agent, letter of credit Issuer, and swing line lender, and BMO Capital Markets Corp., as sole lead arranger and sole book runner. The Amended and Restated Credit Agreement has a maturity date of March 12, 2028. The Amended and Restated Credit Agreement provides for a revolving credit facility permitting us to borrow funds from time to time in an aggregate amount up to $40 million. Term loans with an outstanding principal balance of $34 million were outstanding under the Credit Agreement remain outstanding under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement further provides for a delayed draw term loan commitment of $4.3 million. The Company is required to repay the term loans in quarterly principal installments in an amount equal to 2.5% of the aggregate principal balance thereof. The Amended and Restated Credit Agreement provides for interest either at the Base Rate plus the Applicable Margin, or the Adjusted Term SOFR plus the Applicable Margin (in each case, as such terms are defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement also provides for letter of credit fees and commitment fees as further described therein. The Company’s obligations under the Amended and Restated Credit Amendment are secured by a first priority security interest in substantially all of the Company’s and its Subsidiaries’ tangible and intangible property. The Amended and Restated Credit Agreement provides for a maximum Leverage Ratio and a minimum Fixed Charge Coverage Ratio (as such terms are defined in the Amended and Restated Credit Amendment), and also provides for, among other items, representations and warranties and affirmative and negative covenants, as described therein.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2023
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 Year
 
The Company has a 52/53 week fiscal year. Fiscal years for the consolidated financial statements included herein are for the 52 weeks ended December 31, 2023, and 53 weeks ended January 1, 2023, and the 52 weeks ended December 26, 2021, referred as Fiscal 2023, 2022, and 2021, respectively.
Reclassifications
Reclassifications
 
Certain reclassifications have been made to the 2022 and 2021 financial statements to conform with the 2023 presentation.
Management Estimates
Management Estimates
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in United States of America (“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 liabilities, 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
 
The Company uses fair value measurements in areas that include, but are not limited to, the allocation of purchase price consideration to tangible and identifiable intangible assets, convertible debt, contingent consideration, and interest rate swap agreements. The carrying values of cash, accounts receivables, accounts payable, accrued payroll and expenses, 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 with BMO Harris Bank, N.A. (“BMO”) that provides for a revolving credit facility, term loan and current rates available to the Company for debt with similar terms and risk. In Fiscal 2022 and 2021, Management determined the fair value on the interest rate swap based on quoted prices from BMO.
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, credit loss, 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.
Property and Equipment
Property and Equipment
 
The Company depreciates the cost of property and equipment over the estimated useful lives of the assets using the straight-line method ranging from five to seven years. The costs of leasehold improvements are amortized over the shorter of the estimated useful life or lease term. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations.
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 $2.4 million, which are included in Deposits in the accompanying consolidated balance sheets, as of December 31, 2023 and January 1, 2023.
Other Assets
Software as a service
 
The Company capitalizes direct costs incurred in cloud computing implementation costs from hosting arrangements, and are reported as a component of Software as a service. All other internal-use software development costs are capitalized and reported as a component of computer software within Intangible assets. In Fiscal 2023, the Company added software assets of $0.6 million and reclassified $0.7 million from property and equipment related to the information technology improvement project.
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 2023, 2022 or 2021.
Leases
Leases

The Company leases all their office space through operating leases, which expire at various dates through 2030. 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 1 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 using the incremental borrowing rate based on the information available at lease commencement date, unless the implicit rate in the lease is readily determinable. 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
Intangible Assets
 
The Company holds intangible assets with finite lives. Intangible assets with finite useful lives are amortized over their respective estimated useful lives, ranging from three to ten years, based on a pattern in which the economic benefit of the respective Intangible asset is realized.
 
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 internal use software. 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 considered the current and expected future economic and market conditions and its impact on each of the reporting units. 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. In the first quarter of Fiscal 2023, management decided to eliminate the use of various trade names and go to market under the BGSF brand. Management’s rebranding created an impairment charge of $22.5 million. The Company determined that there were no impairment indicators for these assets in Fiscal 2022.
Goodwill
Goodwill

Goodwill represents the difference between the total consideration paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2023, 2022 or 2021.

The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below.

In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, the Company assesses relevant events and circumstances that could affect the significant inputs used to determine the fair value.
 
The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess.
 
The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit’s fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.
Cash Flow Hedge
Cash Flow Hedge

The unrealized gains or losses associated with the change in the fair value of the effective portion of the hedging instrument was recorded in accumulated other comprehensive income or loss. The Company reclassified the interest rate swap from accumulated other comprehensive gain or loss against interest expense in the same period in which the hedge transaction affected earnings. There were no outstanding cash flow hedges at December 31, 2023 or January 1, 2023.
Debt Issuance Costs
Debt Issuance Costs
 
Debt issuance costs 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
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 continuing operations in Property Management and Professional segments by providing workforce solutions, placement services, and managed 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 from continuing operations as presented on the consolidated statements of operations and comprehensive (loss) income 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 solution 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.

Managed services revenues - include both workforce solution revenues and fixed fee revenues from client partner contracts. Services performed represent the transfer of control to the client partner over a given period of time. Fixed fee revenues are recognized in equal amounts at fixed intervals as promised services are delivered.

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 19 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 December 31, 2023 or January 1, 2023. There were no revenues recognized during Fiscal 2023 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 Fiscal 2023, 2022, and 2021. The opening balance of accounts receivable at December 26, 2021, was $48.1 million.
Advertising
Advertising
 
The Company recognizes advertising expense in selling, general and administrative expenses as the services are incurred. Total advertising expense from continuing operations for Fiscal 2023, 2022, and 2021 was $2.1 million, $2.0 million, and $2.0 million, respectively.
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 current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. The Company recognizes any penalties when necessary as part of selling, general and administrative expenses. As a matter of operation, we first calculated the effective tax on continuing operations, and then allocated the remaining taxes to our discontinued operations, in accordance with Accounting Standards Codification (“ASC”) Topic 740. As of December 31, 2023 and January 1, 2023, goodwill of $45.9 million and $50.4 million, respectively, which is limited annually and is expected to be deductible for tax purposes.

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 December 31, 2023, the Company has a $2.6 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. Additionally, there was an increase of $5.2 million to the deferred tax assets related to the $22.5 million in impairment losses as of December 31, 2023.

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 believes that it is more likely than not that all deferred tax assets will be realized and thus, believes that a valuation allowance is not required as of December 31, 2023 or January 1, 2023.
 
The Company follows the guidance of 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
Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. The new standard provides guidance to improve reportable segment disclosure with enhanced reporting of significant segment expenses. The new guidance is effective after December 15, 2023, and interim periods beginning after December 15, 2024, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

In December 2023, FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. The new standard requires annual disclosure of the specific categories in the rate reconciliation, and additional information for reconciling items that meet a quantitative threshold. Additional information may be required on reconciling items. The new guidance is effective after December 15, 2024, early adoption is permitted. The Company is evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Revenue from External Customers by Geographic Areas Geographic revenue from continuing operations in excess of 10% of the Company’s consolidated revenue in Fiscal 2023 and the related percentage for Fiscal 2022 and 2021 was generated in the following areas at:
December 31,
2023		January 1,
2023		December 26,
2021
Tennessee13 %10 %12 %
Texas25 %23 %23 %
Summary of Valuation Allowance the allowance for credit losses from continuing operations are as follows at (in thousands): 
 December 31,
2023		January 1,
2023
Beginning balance$558 $449 
Acquired allowance for credit losses - Horn Solutions
— 109 
Provision for credit losses, net798 315 
Amounts written off, net(802)(315)
Ending balance$554 $558 
Schedule of Weighted Average Number of Shares
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 (in thousands):
 December 31,
2023		January 1,
2023		December 26,
2021
Weighted-average number of common shares outstanding:10,766 10,427 10,367 
Effect of dilutive securities: 
Stock options and restricted stock— 46 50 
Weighted-average number of diluted common shares outstanding10,766 10,473 10,417 
Schedule of Securities excluded from Calculation of Earnings (loss) per Share
Stock options and restricted stock812 360 402 
Convertible note255 255 — 
Antidilutive shares1,067 615 402 
v3.24.0.1
ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows (in thousands):

Accounts receivable$3,734 
Prepaid expenses and other assets118 
Property and equipment, net83 
Right-of-use asset - operating leases1,528 
Intangible assets13,484 
Goodwill (deductible tax basis of $26.1 million)26,610 
Current liabilities assumed(1,787)
Lease liability - operating leases(1,528)
Total net assets acquired$42,242 
Cash$33,940 
Hold back1,000 
Convertible Note4,368 
Common stock3,351 
Working capital adjustment(417)
Total fair value of consideration transferred for acquired business$42,242 
The preliminary purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows (in thousands):

Accounts receivable$3,452 
Right-of-use asset - operating leases141 
Intangible assets11,468 
Goodwill (no deductible tax basis)3,836 
Current liabilities assumed(2,471)
Lease liability - operating leases(140)
Total net assets acquired$16,286 
Cash$6,800 
Hold back, working capital*350 
Hold back, indemnities* 850 
Working capital adjustment*677 
Fair value of contingent consideration7,609 
Total fair value of consideration transferred for acquired business$16,286 
*Included in Other current liabilities
Allocation of Intangible Assets
The allocation of the intangible assets is as follows (in thousands):
 Estimated Fair
Value		Estimated 
Useful Lives
Covenants not to compete$50 5 years
Client partner list13,434 10 years
Total$13,484  
The allocation of the intangible assets is as follows (in thousands):

 Estimated Fair
Value		Estimated 
Useful Lives
Covenants not to compete$352 5 years
Client partner list10,946 10 years
Computer software170 3 years
Total$11,468  
Business Acquisition, Pro Forma Information
The Company estimates what would have been reported if the revenues and net income from continuing operations of the Horn Solutions and Arroyo Consulting acquisitions had taken place on the first day of the Company’s Fiscal 2022 (in thousands, except income per share): 
December 31,
2023		January 1,
2023
Revenues$320 $346 
Gross profit$114 $123 
Net (loss) income from continuing operations$(10)$13 
Net (loss) income per share from continuing operations: 
Basic$(0.89)$1.29 
Diluted$(0.89)$1.29 
v3.24.0.1
DISCONTINUED OPERATIONS (Tables)
 12 Months Ended
Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations
The financial results of InStaff are as follows at (in thousands):

January 1,
2023
December 26, 2021
Revenue$16,465 $71,292 
Cost of services14,144 60,948 
Gross profit2,321 10,344 
Selling expenses1,062 5,684 
Depreciation24 90 
Income from discontinued operations before gain on sale and income taxes $1,235 $4,570 
v3.24.0.1
OTHER CURRENT ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
Other current assets [Abstract]  
Schedule of Other Current Assets consist of the following at (in thousands): 
 December 31,
2023		January 1,
2023
CARES Act receivable$2,188 $2,368 
Deferred consideration— 2,000 
Income tax receivable685 1,667 
Horn Solutions working capital adjustment— 534 
Workers’ compensation deposit refund receivable— 448 
Due from Arroyo and Sentech, respectively3,843 411 
Other456 31 
$7,172 $7,459 
v3.24.0.1
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment consist of the following at (in thousands): 
 December 31,
2023		January 1,
2023
Leasehold improvements$665 $1,397 
Furniture and fixtures1,152 1,506 
Computer systems3,476 4,077 
 5,293 6,980 
Accumulated depreciation(4,076)(4,899)
Property and equipment, net$1,217 $2,081 
v3.24.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2023
Leases, Operating [Abstract]  
Lessee, Operating Lease, Liability, Maturity
The undiscounted annual future minimum lease payments of continuing operations consist of the following at (in thousands):
December 31, 2023
2024$2,306 
20251,591 
20261,211 
2027852 
2028512 
Thereafter74 
Total lease payment6,546 
Interest(716)
Present value of lease liabilities$5,830 
v3.24.0.1
INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
Finite and indefinite lived intangible assets consist of the following at (in thousands):
 December 31, 2023
Gross ValueAccumulated
Amortization		Net
Carrying
Value
Finite lives:   
Client partner lists$69,114 $44,150 $24,964 
Covenants not to compete2,743 2,153 590 
Computer software7,825 3,009 4,816 
Total$79,682 $49,312 $30,370 
 
 January 1, 2023
Gross ValueAccumulated
Amortization		Net
Carrying
Value
Finite lives:   
Client partner lists$58,609 $38,227 $20,382 
Covenants not to compete2,391 1,886 505 
Computer software7,208 3,087 4,121 
68,208 43,200 25,008 
Indefinite lives:
Trade names23,977 1,433 22,544 
Total$92,185 $44,633 $47,552 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future amortization expense for the next five years and thereafter is as follows (in thousands): 
Fiscal Years Ending: 
2024$7,185 
20255,593 
20264,332 
20273,125 
20282,469 
Thereafter7,666 
Total$30,370 
v3.24.0.1
GOODWILL (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in the carrying amount of goodwill as of and during the years ended were as follows at (in thousands):
 Property ManagementProfessionalTotal
December 26, 2021$1,074 $28,068 $29,142 
Additions from acquisitions— 26,051 26,051 
January 1, 20231,074 54,119 55,193 
Additions from acquisitions— 4,395 4,395 
December 31, 2023$1,074 $58,514 $59,588 
v3.24.0.1
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION (Tables)
 12 Months Ended
Dec. 31, 2023
Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities
Accrued payroll and expenses consist of the following at (in thousands):
 December 31,
2023		January 1,
2023
Field talent payroll$5,014 $6,923 
Field talent payroll related1,039 941 
Accrued bonuses and commissions2,931 5,740 
Other5,918 5,567 
Accrued payroll and expenses$14,902 $19,171 
Schedule of Future Estimated Earnout Payments
The following is a schedule of future estimated contingent consideration payments at (in thousands): 
December 31, 2023
Estimated Cash PaymentDiscountNet
Due in: 
Less than one year$4,250 $(42)$4,208 
One to two years4,250 (138)4,112 
Contingent consideration$8,500 $(180)$8,320 
v3.24.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
The Company’s income tax expense for the fiscal years are comprised of the following at (in thousands): 
 December 31, 2023January 1,
2023		December 26, 2021
Current federal income tax$(1,312)$(589)$(594)
Current state income tax(825)(717)(766)
Deferred tax benefit (income)5,075 (2,353)(1,279)
Income tax benefit (expense) from continuing operations2,938 (3,659)(2,639)
Income tax (expense) from discontinued operations— (4,810)(919)
Income tax benefit (expense)$2,938 $(8,469)$(3,558)
Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company’s deferred income taxes are as follows at (in thousands): 
 December 31,
2023		January 1,
2023
Deferred tax assets:
Allowance for credit losses$120 $127 
Goodwill and intangible assets5,242 787 
Accrued payroll and expenses681 404 
Contingent consideration2,087 271 
Share-based compensation602 504 
Net operating loss carry forward662 985 
Deferred tax liabilities:
Prepaid expenses and other current assets(735)(579)
Property and equipment(1,388)(303)
Deferred income taxes, net$7,271 $2,196 
Schedule of Effective Income Tax Rate Reconciliation
The income tax provision, reconciled to the tax computed at the statutory federal rate, is as follows at (in thousands): 
 December 31, 2023January 1, 2023December 26, 2021
Tax benefit (expense) at federal statutory rate$2,764 (21.0)%$(3,133)(21.0)%$(2,750)(21.0)%
State income tax benefit (expense), net of federal benefit194 (1.5)%(795)(5.3)%(1,100)(8.4)%
Equity, permanent differences and other(319)2.3 %(178)(1.2)%503 3.7 %
Work Opportunity Tax Credit, net299 (2.3)%447 3.0 %708 5.4 %
Income tax benefit (expense) from continuing operations2,938 (22.5)%(3,659)(24.5)%(2,639)(20.3)%
Income tax (expense) from discontinued operations— — %(4,810)(24.5)%(919)(20.3)%
Income tax benefit (expense)$2,938 (22.5)%$(8,469)(24.5)%$(3,558)(20.3)%
v3.24.0.1
DEBT (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Line of Credit Facilities
Borrowings under the revolving facilities consisted of and bore interest at (in thousands):
December 31,
2023		January 1,
2023
Base Rate$4,874 9.75 %$2,562 8.25 %
SOFR3,000 7.69 %20,000 6.45 %
SOFR2,000 7.71 %— — %
SOFR15,000 7.77 %— — %
Total$24,874 $22,562 
Schedule of Long-term Debt Instruments
Long-term debt consisted of and bore interest at (in thousands):
December 31,
2023		January 1,
2023
SOFR$34,000 7.79 %$40,000 6.72 %
Long-term debt$34,000 $40,000 
Schedule of Maturities of Long-term Debt
Maturities on the Revolving Facility with BMO and long-term debt as of , are as follows at (in thousands):
Fiscal:December 31,
2023
2024$58,874 
Less debt issuance costs(128)
Total, net$58,746 
v3.24.0.1
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
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 (in thousands):
Amounts Recorded at Fair Value  Financial Statement Classification  Fair Value Hierarchy  December 31,
2023		January 1,
2023
Convertible noteConvertible noteLevel 2$4,368 $4,368 
Contingent consideration, net Contingent consideration, net - current and long-term Level 3$8,320 $1,081 
v3.24.0.1
SHARE-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Valuation Assumptions Used For Stock Options
The following assumptions were used to estimate the fair value of stock options for the years ended: 
 December 31, 2023January 1, 2023December 26, 2021
Weighted-average fair value of awards$3.00  $5.17  $4.91 
Weighted-average risk-free interest rate4.2 %2.7 %0.8 %
Weighted-average dividend yield$0.60 $0.54 $0.35 
Weighted-average volatility factor52.8 %54.6 %53.3 %
Weighted-average expected life10.0yrs10.0yrs10.0yrs
Stock Option Activity
A summary of stock option activity is presented as follows: 
 Number of
Shares		Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Options
(in thousands)
Awards outstanding at December 27, 2020652,655 $17.63 7.1$665 
Granted116,374 $11.57 
Exercised(1,350)$9.72 
Forfeited / Canceled(72,350)$15.01 
Awards outstanding at December 26, 2021695,329 $16.91 6.7$665 
Granted164,000 $12.87 
Exercised(1,000)$9.75 
Forfeited / Canceled(36,650)$17.65 
Awards outstanding at January 1, 2023821,679 $16.08 6.4$1,907 
Granted126,470 $10.02 
Exercised(4,800)$6.25 
Forfeited / Canceled(21,039)$17.38 
Awards outstanding at December 31, 2023922,310 $15.30 6.0$104 
Awards exercisable at January 1, 2023573,863 $17.50 5.4$1,164 
Awards exercisable at December 31, 2023663,740 $16.84 5.0$103 
Schedule of Nonvested Share Activity
 Number of
Shares		Weighted Average Grant Date Fair Value
Non-vested outstanding at January 1, 2023247,816 $7.64 
Non-vested outstanding at December 31, 2023258,570 $7.84 
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity
A summary of restricted stock activity is presented as follows: 
 Number of
Shares		Weighted Average Grant Date Fair Value
Restricted outstanding at December 27, 202025,218 $16.01 
Issued64,702 $12.04 
Vested(29,076)$15.75 
Restricted outstanding at December 26, 202160,844 $11.91 
Issued32,344 $13.14 
Vested(31,168)$11.79 
Restricted outstanding at January 1, 202362,020 $12.21 
Issued57,974 $11.22 
Vested(43,303)$11.71 
Forfeited / Canceled(967)$12.62 
Restricted outstanding at December 31, 202375,724 $11.73 
Nonvested outstanding at January 1, 202362,020 $12.21 
Nonvested outstanding at December 31, 202375,724 $11.73 
Warrant Activity
A summary of warrant activity is presented as follows:
 Number of
Shares		Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Warrants
(in thousands)
Warrants outstanding at December 27, 202025,862 $16.80 0.4$— 
Expired(25,862)$16.80 
Warrants outstanding at December 26,2021, January 1, 2023, and December 31, 2023— $— 0.0$— 
Warrants exercisable January 1, 2023 and December 31, 2023— $— 0.0$— 
v3.24.0.1
BUSINESS SEGMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
 December 31, 2023January 1, 2023December 26, 2021
Revenue:  
Property Management$125,077 $121,093 $92,018 
Professional188,090 177,329 147,009 
Total$313,167 $298,422 $239,027 
Depreciation:  
Property Management$133 $179 $210 
Professional263 355 390 
Home office50 63 85 
Total$446 $597 $685 
Amortization:  
Professional$6,198 $2,338 $2,431 
Home office1,130 1,119 582 
Total$7,328 $3,457 $3,013 
December 31, 2023January 1, 2023December 26, 2021
Operating (loss) income:
Property Management$23,155 $19,803 $14,663 
Professional - without CARES Act credit and impairment loss12,292 15,604 10,340 
Professional - CARES Act credit— — 921 
Professional - impairment loss(22,545)— — 
Home office - general and administrative(20,087)(19,124)(14,948)
Home office - CARES Act credit— — 1,150 
Home office - gain on contingent consideration— — 2,404 
Total$(7,185)$16,283 $14,530 
Capital Expenditures:
Property Management$70 $135 $106 
Professional444 90 107 
Home office2,083 5,455 2,991 
Total$2,597 $5,680 $3,204 
Total Assets:  
Property Management$29,884 $29,302 
Professional122,751 141,018 
Home office25,882 24,353 
Total$178,517 $194,673 
v3.24.0.1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)
 12 Months Ended
Dec. 31, 2023
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Data
December 31, 2023
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter		Fiscal
Year
Revenues$75,316 $80,800 $83,484 $73,567 $313,167 
Gross profit$26,784 $29,574 $29,979 $25,447 $111,784 
Net (loss) income $(16,466)$2,604 $2,640 $999 $(10,223)
Net (loss) income per share:
Basic$(1.54)$0.24 $0.24 $0.11 $(0.95)
Diluted$(1.54)$0.24 $0.24 $0.11 $(0.95)
Weighted-average shares outstanding:
Basic10,712 10,759 10,791 10,812 10,766 
Diluted10,712 10,770 10,803 10,823 10,766 
January 1, 2023
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter		Fiscal
Year
Revenues$68,542 $74,089 $78,508 $77,283 $298,422 
Gross Profit$23,431 $25,059 $28,000 $27,058 $103,548 
Income from continuing operations$2,008 $3,184 $4,652 $1,417 $11,261 
Income (loss) from discontinued operations, net of tax$13,792 $(7)$— $315 $14,100 
Net income$15,800 $3,177 $4,652 $1,732 $25,361 
Net income per share - basic:
Income from continuing operations$0.19 $0.31 $0.44 $0.14 $1.08 
Income from discontinued operations0.12 — — — 0.12 
Gain on sale1.65 — — 0.04 1.69 
Income tax expense(0.45)— — (0.01)(0.46)
Net income per share - basic$1.51 $0.31 $0.44 $0.17 $2.43 
Net income per share - diluted:
Income from continuing operations$0.19 $0.30 $0.44 $0.14 $1.07 
Income from discontinued operations0.12— — — 0.12
Gain on sale1.66— — 0.03 1.69
Income tax expense(0.45)— — (0.01)(0.46)
Net income per share - diluted$1.52 $0.30 $0.44 $0.16 $2.42 
Weighted-average shares outstanding:
Basic10,429 10,472 10,492 10,501 10,427 
Diluted10,485 10,514 10,533 10,544 10,473 
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Revenue from External Customers by Geographic Areas (Details) - Sales Revenue, Net - Credit Risk
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Tennessee      
Revenue, Major Customer [Line Items]      
Concentration risk, percentage 13.00% 10.00% 12.00%
Texas      
Revenue, Major Customer [Line Items]      
Concentration risk, percentage 25.00% 23.00% 23.00%
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in the Allowance for Doubtful Accounts (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning balance $ 558,000 $ 449,000  
Acquired allowance for credit losses - Horn Solutions 0 109,000  
Provision for credit losses 798,000 315,000 $ 221,000
Amounts written off, net (802,000) (315,000)  
Ending balance $ 554,000 $ 558,000 $ 449,000
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Summary Of Significant Accounting Policies [Line Items]      
Fiscal period, length 364 days 371 days 364 days
Deposits $ 2,400,000    
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Goodwill, impairment loss 0 $ 0 $ 0
Impairment losses 22,545,000 0 0
Advertising expense 2,100,000 2,000,000 $ 2,000,000
Goodwill, amount expected to be tax deductible 45,900,000 $ 50,400,000  
Operating loss carryforward, not subject to expiration 2,600,000    
Net operating loss carry forward limitation 1,300,000    
Increase to deferred tax assets 5,200,000    
Other Assets      
Summary Of Significant Accounting Policies [Line Items]      
Software assets 600,000    
Reclassifications of other assets $ 700,000    
Minimum      
Summary Of Significant Accounting Policies [Line Items]      
Property, plant and equipment, useful life 5 years    
Lessee, operating lease, renewal term (in years) 1 year    
Finite-lived intangible asset, useful life 3 years    
Maximum      
Summary Of Significant Accounting Policies [Line Items]      
Property, plant and equipment, useful life 7 years    
Lessee, operating lease, renewal term (in years) 10 years    
Finite-lived intangible asset, useful life 10 years    
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Weighted Average Number of Shares (Details) - shares
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Oct. 01, 2023
Jul. 02, 2023
Apr. 02, 2023
Jan. 01, 2023
Sep. 25, 2022
Jun. 26, 2022
Mar. 27, 2022
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Schedule of Weighted Average Number of Shares, Diluted [Line Items]                      
Weighted-average number of basic common shares outstanding 10,812,000 10,791,000 10,759,000 10,712,000 10,501,000 10,492,000 10,472,000 10,429,000 10,766,000 10,427,000 10,367,000
Weighted-average number of diluted common shares outstanding (in shares) 10,823,000 10,803,000 10,770,000 10,712,000 10,544,000 10,533,000 10,514,000 10,485,000 10,766,000 10,473,000 10,417,000
Stock options and restricted stock                      
Schedule of Weighted Average Number of Shares, Diluted [Line Items]                      
Effect of dilutive securities (in shares)                 0 46,000 50,000
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share, amount 1,067,000 615,000 402,000
Stock options and restricted stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share, amount 812,000 360,000 402,000
Convertible Notes Payable      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share, amount 255,000 255,000 0
v3.24.0.1
ACQUISITIONS - Narrative (Details) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 12, 2022
Feb. 08, 2021
Oct. 01, 2023
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
May 01, 2023
Apr. 24, 2023
Business Acquisition [Line Items]                
Convertible note       $ 4,368,000 $ 4,368,000      
Debt instrument, convertible, conversion price         $ 17.12      
Business combination, working capital adjustment             $ 100,000  
Contingent consideration, net       $ 8,320,000       $ 8,500,000
Effective tax rate for pro forma adjustments       (22.50%) (24.50%) (20.30%)    
Momentum Solutionz                
Business Acquisition [Line Items]                
Business combination, acquisition related costs   $ 600,000            
Horn Solutions, Inc.                
Business Acquisition [Line Items]                
Business combination, consideration transferred $ 42,700,000              
Cash consideration 33,900,000              
Common stock 3,351,000              
Issuance of shares, net of offering costs 254,455              
Convertible note 4,368,000              
Interest rate on convertible debt         6.00%      
Escrow deposit 1,000,000              
Business combination, acquisition related costs 400,000              
Cash $ 33,940,000              
Arroyo Consulting                
Business Acquisition [Line Items]                
Cash               6,800,000
Holdback consideration, working capital               350,000
Holdback consideration, indemnities               $ 850,000
Revenue of acquiree since acquisition date     $ 14,800,000          
Operating income (loss) from acquiree since acquisition date     4,000,000          
Amortization of intangible assets of acquiree since acquisition     $ 700,000          
Pro Forma                
Business Acquisition [Line Items]                
Effective tax rate for pro forma adjustments       2230.00% 2450.00%      
Pro Forma | Revolving Credit Facility                
Business Acquisition [Line Items]                
Line of credit facility, rate on additional borrowings       2.50%        
v3.24.0.1
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
 12 Months Ended
Dec. 12, 2022
Dec. 31, 2023
Apr. 24, 2023
Jan. 01, 2023
Dec. 26, 2021
Business Acquisition [Line Items]          
Goodwill   $ 59,588,000   $ 55,193,000 $ 29,142,000
Convertible note   4,368,000   4,368,000  
Horn Solutions, Inc.          
Business Acquisition [Line Items]          
Accounts receivable $ 3,734,000        
Prepaid expenses and other assets 118,000        
Property and equipment, net 83,000        
Right-of-use asset - operating leases 1,528,000        
Intangible assets 13,484,000   $ 13,484,000    
Goodwill 26,610,000        
Current liabilities assumed (1,787,000)        
Lease liability - operating leases (1,528,000)        
Total net assets acquired 42,242,000        
Cash 33,940,000        
Convertible note 4,368,000        
Common stock 3,351,000        
Working capital adjustment (417,000) 0   $ 534,000  
Total fair value of consideration transferred for acquired business $ 42,242,000        
Arroyo Consulting          
Business Acquisition [Line Items]          
Accounts receivable     3,452,000    
Right-of-use asset - operating leases     141,000    
Intangible assets     11,468,000    
Goodwill     3,836,000    
Current liabilities assumed     (2,471,000)    
Lease liability - operating leases   (140,000)      
Total net assets acquired     16,286,000    
Cash     6,800,000    
Holdback consideration, working capital     350,000    
Holdback consideration, indemnities     850,000    
Working capital adjustment     677,000    
Fair value of contingent consideration     $ 7,609,000    
Total fair value of consideration transferred for acquired business   $ 16,286,000      
v3.24.0.1
ACQUISITIONS - Allocation of Intangible Assets (Details) - USD ($)
 12 Months Ended
Apr. 24, 2023
Dec. 31, 2023
Jan. 01, 2023
Dec. 12, 2022
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, gross     $ 68,208,000  
Client Partner List        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, gross   $ 69,114,000 58,609,000  
Computer software        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, gross   7,825,000 $ 7,208,000  
Horn Solutions, Inc.        
Finite-Lived Intangible Assets [Line Items]        
Total $ 13,484,000     $ 13,484,000
Indefinite-lived intangible assets, Estimated Fair Value   $ 13,434,000    
Horn Solutions, Inc. | Covenant not to compete        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, estimated fair value $ 50,000      
Finite-lived intangible asset, useful life 10 years      
Arroyo Consulting        
Finite-Lived Intangible Assets [Line Items]        
Total $ 11,468,000      
Arroyo Consulting | Covenant not to compete        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, estimated fair value $ 352,000      
Finite-lived intangible asset, useful life 5 years      
Arroyo Consulting | Client Partner List        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, estimated fair value $ 10,946,000      
Finite-lived intangible asset, useful life 10 years      
Arroyo Consulting | Computer software        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets, gross $ 170,000      
Finite-lived intangible asset, useful life     3 years  
v3.24.0.1
ACQUISITIONS - Pro Forma Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Business Combinations [Abstract]      
Revenues $ 320,000 $ 346,000  
Gross profit 114,000 123,000  
Net (loss) income from continuing operations $ (10,000) $ 13,000  
Earnings Per Share, Pro Forma [Abstract]      
Net income per share, basic (in dollars per share) $ (0.89) $ 1.29  
Net income per share, diluted (in dollars per share) $ (0.89) $ 1.29  
Effective tax rate for pro forma adjustments (22.50%) (24.50%) (20.30%)
v3.24.0.1
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($)
 1 Months Ended
Mar. 21, 2022
Oct. 31, 2022
Dec. 31, 2023
Jan. 01, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Gain on sale $ 17,300,000 $ 400,000    
Discontinued operations | Instaff        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Consideration 30,300,000      
Additional consideration $ 2,000,000   $ 0 $ 2,000,000
v3.24.0.1
DISCONTINUED OPERATIONS - Financial Results of Instaff (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Income from discontinued operations before gain on sale and income taxes $ 0 $ 1,235,000 $ 4,570,000
Instaff | Discontinued operations      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Revenue 16,465,000 71,292,000  
Cost of services 14,144,000 60,948,000  
Gross profit 2,321,000 10,344,000  
Selling expenses 1,062,000 5,684,000  
Depreciation 24,000 90,000  
Income from discontinued operations before gain on sale and income taxes $ 1,235,000 $ 4,570,000  
v3.24.0.1
OTHER CURRENT ASSETS (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Dec. 12, 2022
Mar. 21, 2022
Other current assets [Line Items]        
CARES Act receivable $ 2,188,000 $ 2,368,000    
Income tax receivable 685,000 1,667,000    
Workers’ compensation deposit refund receivable 0 448,000    
Due from Arroyo and Sentech, respectively 3,843,000 411,000    
Other 456,000 31,000    
Other current assets 7,172,000 7,459,000    
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment (4,076,000) (4,899,000)    
Leasehold improvements 665,000 1,397,000    
Furniture and fixtures 1,152,000 1,506,000    
Computer systems 3,476,000 4,077,000    
Horn Solutions, Inc.        
Other current assets [Line Items]        
Working capital adjustment 0 534,000 $ (417,000)  
Discontinued operations | Instaff        
Other current assets [Line Items]        
Deferred consideration $ 0 $ 2,000,000   $ 2,000,000
v3.24.0.1
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Property, Plant and Equipment [Abstract]    
Leasehold improvements $ 665,000 $ 1,397,000
Furniture and fixtures 1,152,000 1,506,000
Computer systems 3,476,000 4,077,000
Property and equipment, gross 5,293,000 6,980,000
Accumulated depreciation (4,076,000) (4,899,000)
Property and equipment, net $ 1,217,000 $ 2,081,000
v3.24.0.1
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Property, Plant and Equipment [Line Items]      
Depreciation $ 446,000 $ 597,000 $ 685,000
Other assets      
Property, Plant and Equipment [Line Items]      
Reclassifications of other assets 700,000    
Other Intangible Assets      
Property, Plant and Equipment [Line Items]      
Reclassifications of other assets $ 200,000    
v3.24.0.1
LEASES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Leases, Operating [Abstract]      
Operating lease, weighted average remaining lease term (years) 3 years 6 months 3 years 3 months 18 days 2 years 8 months 12 days
Operating lease, weighted average discount rate, percent 6.50% 5.20% 5.00%
Operating lease, payments $ 2,185,000 $ 2,115,000 $ 2,136,000
Operating lease, cost $ 2,155,000 $ 1,887,000 $ 1,907,000
v3.24.0.1
LEASES - Undiscounted Annual Future Minimum Lease Payments (Details)
Dec. 31, 2023
USD ($)
Leases, Operating [Abstract]  
2024 $ 2,306,000
2025 1,591,000
2026 1,211,000
2027 852,000
2028 512,000
Thereafter 74,000
Total lease payment 6,546,000
Interest (716,000)
Present value of lease liabilities $ 5,830,000
v3.24.0.1
LEASES (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Leases [Abstract]      
Operating lease, weighted average remaining lease term (years) 3 years 6 months 3 years 3 months 18 days 2 years 8 months 12 days
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 2,837,000 $ 2,248,000 $ 6,000
v3.24.0.1
INTANGIBLE ASSETS - Schedule of Finite and Indefinite Lived Intangible Assets (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Value   $ 68,208,000
Accumulated Amortization   43,200,000
Net Carrying Value $ 30,370,000 25,008,000
Intangible assets net excluding goodwill gross 79,682,000 92,185,000
Intangible assets accumulated amortization 49,312,000 44,633,000
Intangible assets, net (excluding goodwill), total 30,370,000 47,552,000
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Indefinite lived intangible assets excluding goodwill gross   23,977,000
Indefinite lived intangible assets accumulated amortization   1,433,000
Indefinite-lived intangible assets (excluding goodwill)   22,544,000
Client Partner List    
Finite-Lived Intangible Assets [Line Items]    
Gross Value 69,114,000 58,609,000
Accumulated Amortization 44,150,000 38,227,000
Net Carrying Value 24,964,000 20,382,000
Covenants not to compete    
Finite-Lived Intangible Assets [Line Items]    
Gross Value 2,743,000 2,391,000
Accumulated Amortization 2,153,000 1,886,000
Net Carrying Value 590,000 505,000
Computer software    
Finite-Lived Intangible Assets [Line Items]    
Gross Value 7,825,000 7,208,000
Accumulated Amortization 3,009,000 3,087,000
Net Carrying Value $ 4,816,000 $ 4,121,000
v3.24.0.1
INTANGIBLE ASSETS - Schedule of Future Amortization Expense (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Fiscal Year Ending:    
2024 $ 7,185,000  
2025 5,593,000  
2026 4,332,000  
2027 3,125,000  
2028 2,469,000  
Thereafter 7,666,000  
Net Carrying Value $ 30,370,000 $ 25,008,000
v3.24.0.1
INTANGIBLE ASSETS - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets $ 7,300,000 $ 3,500,000 $ 3,000,000
Trade Names      
Finite-Lived Intangible Assets [Line Items]      
Indefinite lived intangible assets excluding goodwill gross   $ 23,977,000  
Other Intangible Assets      
Finite-Lived Intangible Assets [Line Items]      
Software assets 1,500,000    
Reclassifications of other assets $ 200,000    
v3.24.0.1
GOODWILL (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 55,193,000 $ 29,142,000
Additions from acquisitions 4,395,000 26,051,000
Goodwill, ending balance 59,588,000 55,193,000
Property Management    
Goodwill [Roll Forward]    
Goodwill, beginning balance 1,074,000 1,074,000
Additions from acquisitions 0 0
Goodwill, ending balance 1,074,000 1,074,000
Professional    
Goodwill [Roll Forward]    
Goodwill, beginning balance 54,119,000 28,068,000
Additions from acquisitions 4,395,000 26,051,000
Goodwill, ending balance $ 58,514,000 $ 54,119,000
v3.24.0.1
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Schedule of Accrued Liabilities (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Accrued Liabilities, Current [Abstract]    
Field talent payroll $ 5,014,000 $ 6,923,000
Field talent payroll related 1,039,000 941,000
Accrued bonuses and commissions 2,931,000 5,740,000
Other 5,918,000 5,567,000
Accrued payroll and expenses $ 14,902,000 $ 19,171,000
v3.24.0.1
ACCRUED PAYROLL AND EXPENSES AND CONTINGENT CONSIDERATION - Schedule of Future Estimated Earnout Payments (Details) - USD ($)
Dec. 31, 2023
Apr. 24, 2023
Accrued Liabilities, Current [Abstract]    
Estimated cash payment, less than one year $ 4,250,000  
Discount, less than one year 42,000  
Net, less than one year 4,208,000  
Estimate Cash Payment, one to two years 4,250,000  
Interest Expense, Earn Out Payable In Year Two (138,000)  
Net, One to two years 4,112,000  
Estimated Cash Payments, Total 8,500,000  
Interest Expense, Earn Out Payable, Total (180,000)  
Contingent consideration, net $ 8,320,000 $ 8,500,000
v3.24.0.1
INCOME TAXES - Narrative (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Income Tax Disclosure [Abstract]    
Income tax receivable $ 685,000 $ 1,667,000
Income taxes payable $ 282,000 $ 253,000
v3.24.0.1
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Income Tax Disclosure [Abstract]      
Current federal income tax $ (1,312,000) $ (589,000) $ (594,000)
Current state income tax (825,000) (717,000) (766,000)
Deferred tax benefit (income) 5,075,000 (2,353,000) (1,279,000)
Income tax benefit (expense) from continuing operations 2,938,000 (3,659,000) (2,639,000)
Income tax (expense) from discontinued operations 0 (4,810,000) (919,000)
Income tax benefit (expense) $ 2,938,000 $ (8,469,000) $ (3,558,000)
v3.24.0.1
INCOME TAXES - Significant Components of Deferred Income Taxes (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Deferred tax assets:    
Allowance for credit losses $ 120,000 $ 127,000
Goodwill and intangible assets 5,242,000 787,000
Accrued payroll and expenses 681,000 404,000
Contingent consideration 2,087,000 271,000
Share-based compensation 602,000 504,000
Net operating loss carry forward 662,000 985,000
Deferred tax liabilities:    
Prepaid expenses and other current assets (735,000) (579,000)
Property and equipment (1,388,000) (303,000)
Deferred income taxes, net $ 7,271,000 $ 2,196,000
v3.24.0.1
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Income Tax Disclosure [Abstract]      
Tax benefit (expense) at federal statutory rate $ 2,764,000 $ (3,133,000) $ (2,750,000)
Federal statutory income tax rate, percent (21.00%) (21.00%) (21.00%)
State income tax benefit (expense), net of federal benefit $ 194,000 $ (795,000) $ (1,100,000)
State and local income taxes, percent (1.50%) (5.30%) (8.40%)
Equity, permanent differences and other $ (319,000) $ (178,000) $ 503,000
Equity, permanent difference and other, percent 2.30% (1.20%) 3.70%
Work Opportunity Tax Credit, net $ 299,000 $ 447,000 $ 708,000
Work Opportunity Tax Credit, percent (2.30%) 3.00% 5.40%
Income tax benefit (expense) from continuing operations $ 2,938,000 $ (3,659,000) $ (2,639,000)
Income tax expense (benefit) from continuing operations, percent (22.50%) (24.50%) (20.30%)
Income tax (expense) from discontinued operations $ 0 $ (4,810,000) $ (919,000)
Income tax expense (benefit) from discontinued operations, percent 0.00% (24.50%) (20.30%)
Income tax benefit (expense) $ 2,938,000 $ (8,469,000) $ (3,558,000)
Effective tax rate for pro forma adjustments (22.50%) (24.50%) (20.30%)
v3.24.0.1
DEBT - Narrative (Details)
 12 Months Ended
Mar. 31, 2023
Dec. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
$ / shares
Dec. 26, 2021
USD ($)
May 19, 2023
USD ($)
Dec. 12, 2022
USD ($)
Apr. 30, 2020
USD ($)
Jul. 16, 2019
USD ($)
Debt Instrument [Line Items]                
Letters of credit outstanding, amount   $ 100,000            
Line of credit facility, amount outstanding   0 $ 22,303,000          
Derivative, notional amount             $ 25,000,000  
Convertible note   4,368,000 $ 4,368,000          
Debt instrument, convertible, conversion price | $ / shares     $ 17.12          
Horn Solutions, Inc.                
Debt Instrument [Line Items]                
Convertible note           $ 4,368,000    
Interest rate on convertible debt     6.00%          
Credit Agreement | Revolving Credit Facility                
Debt Instrument [Line Items]                
Line of credit facility, maximum increase         $ 41,000,000      
Line Of Credit Facility, Increased Borrowing Capacity         $ 6,000,000      
Credit Agreement | BMO Harris Bank, N.A. | Term Loan Facility                
Debt Instrument [Line Items]                
Long-term debt               $ 30,000,000
Line of credit facility, maximum increase           $ 40,000,000    
Credit Agreement | BMO Harris Bank, N.A. | Revolving Credit Facility                
Debt Instrument [Line Items]                
Line of credit facility, maximum borrowing capacity               $ 35,000,000
Percentage of principal balance due at quarter end 0.025              
Credit Agreement | BMO Harris Bank, N.A. | Revolving Credit Facility | Line of Credit                
Debt Instrument [Line Items]                
Line of credit facility, amount outstanding   24,900,000            
Average daily balance   $ 23,100,000            
Credit Agreement | Texas Capital Bank, National Association (TCB) | Revolving Credit Facility | Line of Credit                
Debt Instrument [Line Items]                
Line of credit facility, amount outstanding     $ 22,600,000          
Average daily balance     $ 18,400,000 $ 9,900,000        
v3.24.0.1
DEBT - Borrowings under the Revolving Facility (Details) - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 24,746,000 $ 0
Line Of Credit Facility, Initial Borrowing | Revolving Credit Facility | Base Rate | Line of Credit    
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 4,874,000 $ 2,562,000
Interest rate on convertible debt 9.75% 8.25%
Line Of Credit Facility, Second Borrowing | Revolving Credit Facility | SOFR | Line of Credit    
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 3,000,000 $ 20,000,000
Interest rate on convertible debt 7.69% 6.45%
Line Of Credit Facility, Third Borrowing | Revolving Credit Facility | SOFR | Line of Credit    
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 2,000,000 $ 0
Interest rate on convertible debt 7.71% 0.00%
Line Of Credit Facility, Fourth Borrowing | Revolving Credit Facility | SOFR | Line of Credit    
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 15,000,000 $ 0
Interest rate on convertible debt 7.77% 0.00%
Credit Agreement | SOFR    
Line of Credit Facility [Line Items]    
Interest rate on convertible debt 7.79% 6.72%
Credit Agreement | Revolving Credit Facility | Line of Credit    
Line of Credit Facility [Line Items]    
Borrowings under revolving credit facilities $ 24,874,000 $ 22,562,000
v3.24.0.1
DEBT - Schedule of Long Term Debt (Details) - Credit Agreement - USD ($)
Dec. 31, 2023
Jan. 01, 2023
Debt Instrument [Line Items]    
Long-term debt $ 34,000,000 $ 40,000,000
SOFR    
Debt Instrument [Line Items]    
Long-term debt $ 34,000,000 $ 40,000,000
Interest on long-term debt 7.79% 6.72%
v3.24.0.1
DEBT - Maturities on the Revolving Facility (Details)
Dec. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 58,874,000
Less debt issuance costs (128,000)
Long-term debt less deferred finance fees $ 58,746,000
v3.24.0.1
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($)
Dec. 31, 2023
Apr. 24, 2023
Jan. 01, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note $ 4,368,000   $ 4,368,000
Contingent consideration, net 8,320,000 $ 8,500,000  
Contingent consideration, net - current and long-term | Fair Value, Measurements, Recurring | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration, net $ 8,320,000   $ 1,081,000
v3.24.0.1
FAIR VALUE MEASUREMENTS - Narrative (Details)
 12 Months Ended
Dec. 12, 2022
USD ($)
Dec. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
Dec. 26, 2021
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Convertible note   $ 4,368,000 $ 4,368,000  
Interest expense on contingent consideration payable   740,000 $ 128,000 $ 252,000
Contingent consideration, net - current and long-term | Level 3 | Fair Value, Measurements, Recurring        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Cash consideration   $ (1,100,000)    
Horn Solutions, Inc.        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Convertible note $ 4,368,000      
Interest rate on convertible debt     6.00%  
Cash consideration $ (33,900,000)      
Discount Rate        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Discount rate (as a percent)   0.07 0.09  
v3.24.0.1
EQUITY (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Dec. 27, 2020
Equity [Line Items]        
Common stock, shares authorized (in shares) 19,500,000 19,500,000    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01  
Preferred stock, shares authorized (in shares) 500,000 500,000    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01    
Common Stock        
Equity [Line Items]        
Issuance of restricted shares (in shares) 56,889 32,344    
Shares repurchased during period (in shares) 2,085   0 610
v3.24.0.1
SHARE-BASED COMPENSATION- Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Nov. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Capital shares reserved for future issuance (in shares) 1,215,987     250,000
Conversion of stock, shares issued (in shares)   0 213  
Exercised (in shares)     (600)  
Issuance of ESPP shares (in shares) 54,305 59,506    
Employee Stock Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation cost related to stock awards $ 400,000 $ 700,000 $ 600,000  
Unamortized stock compensation expense $ 900,000      
Unamortized stock compensation expense, recognition period 2 years 7 months 6 days      
Exercised (in shares) (4,800) (1,000)    
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation cost related to stock awards $ 600,000 $ 400,000 $ 500,000  
Unamortized stock compensation expense $ 600,000      
Unamortized stock compensation expense, recognition period 1 year 9 months 18 days      
Exercised (in shares)     (1,350)  
Warrant        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation cost related to stock awards $ 0 $ 0 $ 0  
Unamortized stock compensation expense $ 0      
Long Term Incentive Plan 2013 | Vested Immediately        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting rights, percentage 20.00%      
Long Term Incentive Plan 2013 | Vesting Over Four Years        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting rights, percentage 20.00%      
Maximum | Long Term Incentive Plan 2013        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expiration period, options (in years) 10 years      
v3.24.0.1
SHARE-BASED COMPENSATION- Stock Options Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Dec. 27, 2020
Number of Shares        
Exercised (in shares)     (600)  
Employee Stock Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Weighted-average fair value of warrants (in dollars per share) $ 3.00 $ 5.17 $ 4.91  
Weighted-average risk-free interest rate 4.20% 2.70% 0.80%  
Weighted-average dividend yield 60.00% 54.00% 35.00%  
Weighted-average volatility factor 52.80% 54.60% 53.30%  
Weighted-average expected life 10 years 10 years 10 years  
Number of Shares        
Options outstanding at beginning of period (in shares) 821,679 695,329 652,655  
Granted (in shares) 126,470 164,000 116,374  
Exercised (in shares) (4,800) (1,000)    
Forfeited / Canceled (in shares) (21,039) (36,650) (72,350)  
Options outstanding at ending of period (in shares) 922,310 821,679 695,329 652,655
Options exercisable (in shares) 663,740 573,863    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]        
Options outstanding at beginning of period (in dollars per share) $ 16.08 $ 16.91 $ 17.63  
Granted (in dollars per share) 10.02 12.87 11.57  
Exercised (in dollars per share) 6.25 9.75 9.72  
Forfeited / Canceled (in dollars per share) 17.38 17.65 15.01  
Options outstanding at ending of period (in dollars per share) 15.30 16.08 $ 16.91 $ 17.63
Options exercisable at beginning of period (in dollars per share) (in shares) 16.84 17.50    
Options exercisable at ending of period (in dollars per share) (in shares) $ 16.84 $ 17.50    
Options outstanding, weighted average remaining contractual term 6 years 6 years 4 months 24 days 6 years 8 months 12 days 7 years 1 month 6 days
Options exercisable, weighted average remaining contractual term 5 years 5 years 4 months 24 days    
Options outstanding at beginning of period $ 1,907 $ 665 $ 665  
Options outstanding at ending of period 104 1,907 $ 665 $ 665
Options exercisable at beginning of period 103 1,164    
Options exercisable at ending of period $ 103 $ 1,164    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Nonvested, number of shares 258,570 247,816    
Nonvested options, weighted average grant date fair value $ 7.84 $ 7.64    
v3.24.0.1
SHARE-BASED COMPENSATION- Restricted Stock Activity (Details) - Restricted Stock - $ / shares
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Number of Shares      
Shares outstanding at beginning of period (in shares) 62,020 60,844 25,218
Issued (in shares) 57,974 32,344 64,702
Vested (in shares) (43,303) (31,168) (29,076)
Shares outstanding at ending of period (in shares) 75,724 62,020 60,844
Weighted Average Grant Date Fair Value      
Beginning balance (in dollars per share) $ 12.21 $ 11.91 $ 16.01
Issued (in dollars per share) 11.22 13.14 12.04
Vested (in dollars per share) 11.71 11.79 15.75
Ending balance (in dollars per share) $ 11.73 $ 12.21 $ 11.91
Nonvested (in shares) 75,724 62,020  
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations (967)    
Forfeited / Canceled, Weighted Average Granted Fair Value (in dollars per share) $ 12.62    
v3.24.0.1
SHARE-BASED COMPENSATION- Stock Warrants Activity (Details) - Warrant - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 26, 2021
Dec. 27, 2020
Number of Shares      
Shares outstanding at beginning of period (in shares)   25,862  
Exercised   (25,862)  
Shares outstanding at ending of period (in shares) 0   25,862
Warrants exercisable (in shares) 0    
Weighted Average Exercise Price Per Share      
Warrants outstanding at beginning of period (in dollars per share)   $ 16.80  
Exercised   $ 16.80  
Warrants outstanding at ending of period (in dollars per share) $ 0   $ 16.80
Warrants exercisable (in dollars per share) $ 0    
Warrants outstanding, weighted remaining contractual life 0 years   4 months 24 days
Warrants exercisable, weighted remaining contractual life 0 years    
Warrants outstanding at beginning of period   $ 0  
Warrants outstanding at ending of period $ 0   $ 0
Warrants exercisable, total intrinsic value $ 0    
v3.24.0.1
TEAM MEMBER BENEFIT PLAN (Details Textual) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Defined Benefit Plan Disclosure [Line Items]      
Defined contribution plan, cost recognized $ 2.0 $ 1.5 $ 1.5
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%    
v3.24.0.1
BUSINESS SEGMENTS (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Oct. 01, 2023
Jul. 02, 2023
Apr. 02, 2023
Jan. 01, 2023
Sep. 25, 2022
Jun. 26, 2022
Mar. 27, 2022
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Segment Reporting Information [Line Items]                      
Revenues $ 73,567,000 $ 83,484,000 $ 80,800,000 $ 75,316,000 $ 77,283,000 $ 78,508,000 $ 74,089,000 $ 68,542,000 $ 313,167,000 $ 298,422,000 $ 239,027,000
Depreciation                 446,000 597,000 685,000
Amortization:                 7,328,000 3,457,000 3,013,000
Operating income (loss)                 (7,185,000) 16,283,000 14,530,000
Capital Expenditures:                 2,597,000 5,680,000 3,204,000
Total Assets 178,517,000       194,673,000       178,517,000 194,673,000  
Property Management                      
Segment Reporting Information [Line Items]                      
Revenues                 125,077,000 121,093,000 92,018,000
Professional                      
Segment Reporting Information [Line Items]                      
Revenues                 188,090,000 177,329,000 147,009,000
Operating Segments | Property Management                      
Segment Reporting Information [Line Items]                      
Depreciation                 133,000 179,000 210,000
Operating income (loss)                 23,155,000 19,803,000 14,663,000
Capital Expenditures:                 70,000 135,000 106,000
Total Assets 29,884,000       29,302,000       29,884,000 29,302,000  
Operating Segments | Professional                      
Segment Reporting Information [Line Items]                      
Depreciation                 263,000 355,000 390,000
Amortization:                 6,198,000 2,338,000 2,431,000
Operating income (loss)                 12,292,000 15,604,000 10,340,000
Capital Expenditures:                 444,000 90,000 107,000
Total Assets 122,751,000       141,018,000       122,751,000 141,018,000  
Operating Segments | CARES Act Credit | Professional                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 0 0 921,000
Operating Segments | Impairment Loss | Professional                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 (22,545,000) 0 0
Home office                      
Segment Reporting Information [Line Items]                      
Depreciation                 50,000 63,000 85,000
Amortization:                 1,130,000 1,119,000 582,000
Capital Expenditures:                 2,083,000 5,455,000 2,991,000
Total Assets $ 25,882,000       $ 24,353,000       25,882,000 24,353,000  
Home office | CARES Act Credit                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 0 0 1,150,000
Home office | General and Administrative Expense                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 (20,087,000) (19,124,000) (14,948,000)
Home office | Contingent consideration, net - current and long-term                      
Segment Reporting Information [Line Items]                      
Operating income (loss)                 $ 0 $ 0 $ 2,404,000
v3.24.0.1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Oct. 01, 2023
Jul. 02, 2023
Apr. 02, 2023
Jan. 01, 2023
Sep. 25, 2022
Jun. 26, 2022
Mar. 27, 2022
Dec. 31, 2023
Jan. 01, 2023
Dec. 26, 2021
Quarterly Financial Information Disclosure [Abstract]                      
Revenues $ 73,567,000 $ 83,484,000 $ 80,800,000 $ 75,316,000 $ 77,283,000 $ 78,508,000 $ 74,089,000 $ 68,542,000 $ 313,167,000 $ 298,422,000 $ 239,027,000
Gross Profit 25,447,000 29,979,000 29,574,000 26,784,000 27,058,000 28,000,000 25,059,000 23,431,000 111,784,000 103,548,000 80,941,000
Income from continuing operations         1,417,000 4,652,000 3,184,000 2,008,000 (10,223,000) 11,261,000 10,458,000
Income (loss) from discontinued operations, net of tax         315,000 0 (7,000) 13,792,000   14,100,000  
Net (loss) income $ 999,000 $ 2,640,000 $ 2,604,000 $ (16,466,000) $ 1,732,000 $ 4,652,000 $ 3,177,000 $ 15,800,000 $ (10,223,000) $ 25,361,000 $ 14,109,000
Net (loss) income per share - basic:                      
Net Income from continuing operations (in dollars per share) $ 0.11 $ 0.24 $ 0.24 $ (1.54) $ 0.14 $ 0.44 $ 0.31 $ 0.19 $ (0.95) $ 1.08 $ 1.01
Income from discontinued operations (in dollars per share) 0         0 0 0.12   0.12  
Gain on sale (in dollars per share) 0.04         0 0 1.65   1.69  
Income tax expense (in dollars per share) (0.01)         0 0 (0.45) 0 (0.46) (0.09)
Net income per share - basic (in dollars per share)         0.17 0.44 0.31 1.51 (0.95) 2.43 1.36
Net (loss) income per share - diluted:                      
Net Income from continuing operations (in dollars per share) $ 0.11 $ 0.24 $ 0.24 $ (1.54) 0.14 0.44 0.30 0.19 (0.95) 1.07 1.00
Net Income from discontinued operations: Income (in dollars per share)         0 0 0 0.12   0.12  
Gain on sale (in dollars per share)         0.03 0 0 1.66   1.69  
Income tax expense (in dollars per share)         (0.01) 0 0 (0.45) 0 (0.46)  
Net income per share - diluted (in dollars per share)         $ 0.16 $ 0.44 $ 0.30 $ 1.52 $ (0.95) $ 2.42 $ 1.35
Weighted-average shares outstanding:                      
Basic (in shares) 10,812,000 10,791,000 10,759,000 10,712,000 10,501,000 10,492,000 10,472,000 10,429,000 10,766,000 10,427,000 10,367,000
Diluted (in shares) 10,823,000 10,803,000 10,770,000 10,712,000 10,544,000 10,533,000 10,514,000 10,485,000 10,766,000 10,473,000 10,417,000
v3.24.0.1
SUBSEQUENT EVENTS (Details Textual) - $ / shares
 12 Months Ended
Feb. 08, 2024
Dec. 31, 2023
Jan. 01, 2023
Subsequent Event [Line Items]      
Cash dividends declared per common share (in dollars per share)   $ 0.60 $ 0.60
Subsequent Event      
Subsequent Event [Line Items]      
Cash dividends declared per common share (in dollars per share) $ 0.15    
v3.24.0.1
Label Element Value
Horn Solutions, Inc. [Member]  
Stock Issued During Period, Shares, New Issues us-gaap_StockIssuedDuringPeriodSharesNewIssues 254,000