Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Jan. 12, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Staffing 360 Solutions, Inc. | |
Entity Central Index Key | 1,499,717 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | STAF | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Common Stock, Shares Outstanding | 9,739,795 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2016 | May 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 1,235 | $ 1,969 |
Accounts receivable, net | 23,844 | 20,378 |
Prepaid expenses and other current assets | 680 | 1,012 |
Total Current Assets | 25,759 | 23,359 |
Property and equipment, net | 938 | 880 |
Intangible assets, net | 9,377 | 10,741 |
Goodwill | 15,680 | 14,833 |
Other assets | 4,511 | 3,946 |
Total Assets | 56,265 | 53,759 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 18,575 | 17,595 |
Current portion of debt, net | 3,716 | 6,097 |
Accounts receivable financing | 16,665 | 14,729 |
Other current liabilities | 1,270 | 1,497 |
Total Current Liabilities | 40,226 | 39,918 |
Long-term debt, net | 3,947 | 3,186 |
Other long-term liabilities | 3,071 | 3,143 |
Total Liabilities | 47,244 | 46,247 |
Commitments and contingencies | ||
Series D Preferred Stock, 5,000 shares designated, $10,000 stated value, 93 and 0 shares issued and outstanding, respectively | 612 | |
Staffing 360 Solutions, Inc. Equity: | ||
Common stock, $0.00001 par value, 20,000,000 shares authorized; 9,115,545 and 6,306,744 shares issued and outstanding, respectively | 0 | 0 |
Additional paid in capital | 54,589 | 51,474 |
Accumulated other comprehensive income | 761 | 159 |
Accumulated deficit | (46,941) | (44,121) |
Total Stockholders' Equity | 8,409 | 7,512 |
Total Liabilities and Stockholders' Equity | 56,265 | 53,759 |
Series A Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Nov. 30, 2016 | May 31, 2016 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10,000 | $ 10,000 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Designated | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 93 | 0 |
Preferred Stock, Shares Outstanding | 93 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 9,115,545 | 6,306,744 |
Common Stock, Shares, Outstanding | 9,115,545 | 6,306,744 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Issued | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Outstanding | 1,663,008 | 1,663,008 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 0 | 133,000 |
Preferred Stock, Shares Outstanding | 0 | 133,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, Shares Designated | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 175,439 |
Preferred Stock, Shares Outstanding | 0 | 175,439 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 47,137 | $ 41,350 | $ 94,887 | $ 77,234 |
Cost of Revenue, Excluding Depreciation and Amortization Stated Below | 39,040 | 33,880 | 78,301 | 63,443 |
Gross Profit | 8,097 | 7,470 | 16,586 | 13,791 |
Operating Expenses: | ||||
Selling, general and administrative expenses, excluding depreciation and amortization stated below | 7,405 | 8,334 | 15,090 | 14,492 |
Depreciation and amortization | 761 | 800 | 1,519 | 1,537 |
Total Operating Expenses | 8,166 | 9,134 | 16,609 | 16,029 |
Loss From Operations | (69) | (1,664) | (23) | (2,238) |
Other Expenses: | ||||
Interest expense | (553) | (755) | (1,196) | (1,281) |
Amortization of beneficial conversion feature | (184) | (193) | (369) | (366) |
Amortization of debt discount and deferred financing costs | (424) | (568) | (833) | (982) |
Other expense | (168) | (40) | (202) | (10) |
Total Other Expenses | (1,329) | (1,556) | (2,600) | (2,639) |
Loss Before (Provision) Benefit for Income Tax | (1,398) | (3,220) | (2,623) | (4,877) |
(Provision) Benefit for income taxes | (28) | 42 | (97) | 7 |
Net Loss | (1,426) | (3,178) | (2,720) | (4,870) |
Net loss attributable to non-controlling interest | 0 | 206 | 0 | 221 |
Net Loss Before Preferred Share Dividends | (1,426) | (3,384) | (2,720) | (5,091) |
Dividends - Series A preferred stock | (50) | (50) | (100) | (100) |
Net Loss Attributable to Common Stock | $ (1,476) | $ (3,434) | $ (2,820) | $ (5,191) |
Basic and Diluted Net Loss per Share: | ||||
Net Loss | $ (0.16) | $ (0.68) | $ (0.34) | $ (1.06) |
Net Loss Attributable to Common Stock | $ (0.17) | $ (0.73) | $ (0.36) | $ (1.13) |
Weighted Average Shares Outstanding – Basic and Diluted | 8,789,725 | 4,706,554 | 7,930,032 | 4,599,032 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,426) | $ (3,178) | $ (2,720) | $ (4,870) |
Other Comprehensive Income | ||||
Foreign exchange translation | 197 | 80 | 602 | 77 |
Comprehensive Loss | (1,229) | (3,098) | (2,118) | (4,793) |
Comprehensive Loss attributable to common stock | $ (1,229) | $ (3,098) | $ (2,118) | $ (4,793) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,720) | $ (4,870) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 155 | 109 |
Write-off of property and equipment | 49 | |
Amortization of intangible assets | 1,364 | 1,428 |
Amortization of debt discount and beneficial conversion feature | 1,202 | 1,348 |
Stock based compensation | 344 | 1,611 |
Loss (gain) on settlement of debt | 169 | (36) |
Interest paid in stock | 2 | 31 |
Other, net | (89) | 149 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,466) | (469) |
Prepaid expenses and other current assets | 332 | 74 |
Other assets | (565) | (391) |
Accounts payable and accrued expenses | 980 | 852 |
Other current liabilities | (188) | (46) |
Other long-term liabilities | (53) | 42 |
Other, net | 487 | |
NET CASH USED IN OPERATING ACTIVITIES | (2,046) | (119) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses, net of cash acquired | 0 | (3,654) |
Acquisition - payments made to seller | (849) | (83) |
Payments made for earn-outs | (69) | (86) |
Purchase of property and equipment | (213) | (98) |
NET CASH USED IN INVESTING ACTIVITIES | (1,131) | (3,921) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Third-party financing costs | (1,115) | |
Proceeds from convertible notes | 400 | 4,279 |
Repayment of convertible notes | (1,386) | (275) |
Proceeds from promissory notes | 273 | 1,555 |
Repayment of promissory notes | (995) | (1,052) |
Repayment of bonds | (5) | (100) |
Proceeds from accounts receivable financing | 2,800 | 1,772 |
Repayment of accounts receivable financing overadvance | (863) | |
Proceeds from sale of equity | 2,495 | 0 |
Financing cost associated with private placements | (274) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,445 | 5,064 |
NET (DECREASE) INCREASE IN CASH | (732) | 1,024 |
Effect of exchange rates on cash | (2) | (2) |
Cash - Beginning of period | 1,969 | 19 |
Cash - End of period | $ 1,235 | $ 1,041 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Nov. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation (“Golden Fork”), which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF”, on March 16, 2012. The Company effected a one-for-ten reverse stock split on September 17, 2015. Following the reverse split, the Company’s issued and outstanding shares of Common Stock decreased from 45,732,674 to 4,573,360. All share and per share information in these condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. As of November 30, 2016, the Company had a working capital deficiency of $ (46,941) $5,342 associated with debt and other amortizing obligations, Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, increased gross profit from organic revenue growth and managing and reducing operating and overhead costs In November of 2016, the Company engaged Source Capital Group, Inc. (‘Source Capital’) to act as a placement agent to conduct a general solicitation private placement offering solely to accredited investors under Rule 506(c) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. The Company is still in discussions with Source Capital regarding funding through private placement. The private placement expires on January 31, 2017. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon the management’s ability to successfully secure additional sources of financing and increased profitable operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. As described below, the Company consolidates PeopleSERVE PRS, Inc. (“PRS”), an entity of which it previously owned 49%, since the Company was deemed to be the primary beneficiary of this entity. All inter-company transactions have been eliminated. On April 29, 2016, the Company acquired the remaining 51% for $101. All inter-company transactions have been eliminated. Interim Financial Statements These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended May 31, 2016 and 2015, respectively, which are included in the Company’s May 31, 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on August 29, 2016. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended November 30, 2016 are not necessarily indicative of results for the entire year ending May 31, 2017. Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. In accordance with ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. The Company has reclassified the Midcap Additional Term Loan from Long-term debt to Other long-term liabilities, as this represents the long term portion of funds received from the Accounts receivable financing facility. These reclassifications had no impact on reported results of operations. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. The new guidance requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. Companies will also need to disclose information about the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. In April 2016, the FASB issued ASU 2016 – 10 “Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance. In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts With Customers (Topic 606)”. The amendments in this ASU defer the effective date of ASU 2014-09 “Revenue From Contracts With Customers (Topic 606)”. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is still evaluating the impact of adopting this guidance . |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Nov. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | NOTE 3 – LOSS PER COMMON SHARE The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our earnings (loss) per share is computed using the two-class method. For the three and six months ended November 30, 2016 and 2015, pursuant to the two-class method, as a result of the net loss, losses were not allocated to the participating securities. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of November 30, 2016 and 2015 have been excluded from the per share computations, since their inclusion would be anti-dilutive: November 30, 2016 2015 Convertible bonds - Series A — 17,500 Convertible bonds - Series B 5,401 89,062 Convertible promissory notes 1,227,416 895,159 Convertible preferred shares 592,191 216,191 Warrants 83,764 1,637,903 Options 319,500 330,000 Total 2,228,272 3,185,815 |
DEBT
DEBT | 6 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4 – DEBT November 30, May 31, 2016 2016 Bonds: Bonds - Series B $ 50 $ 55 Convertible Notes: Non-interest bearing convertible note (January 6, 2016) 359 359 Non-interest bearing convertible note (September 10, 2016) 477 — 8% Convertible Note (July 8, 2015) 1,960 3,920 8% Convertible Note (February 8, 2016) 728 728 Lighthouse- Seller Note #1 1,874 2,124 Lighthouse - Seller Note #2 234 390 Promissory Notes: Sterling National Bank 184 272 Staffing (UK) - Seller Note 116 144 PeopleServe - Seller Note 395 789 Midcap Financial Trust - Term Loan 2,125 2,375 ABN AMRO - Term Loan 741 821 Less Debt Discount and Deferred Financing Costs (1,580 ) (2,694 ) Total Debt 7,663 9,283 Less: Current Portion, Net (3,716 ) (6,097 ) Total Long-Term Debt, Net $ 3,947 $ 3,186 Bonds – Series B: On September 30, 2016, the Company amended two Series B bonds totaling $50. The holders received a total of 1,250 common stock shares. In addition, the bonds were extended for six months and will mature on March 31, 2017. For the three and six months ended November 30, 2016, the Company paid $0 and $5 in principal, respectively. For the three and six months ended November 30, 2015, the Company paid $0 and $100, in principal, respectively. Non-interest bearing convertible note (January 6, 2016): On July 8, 2016, the Company paid $59 in the form of an extension fee to extend the term for an additional six months. Non-interest bearing convertible note (September 10, 2016): On September 10, 2016, the Company entered into a non interest bearing convertible note for $477, whereby the Company received cash of $400. This note matures in March 2017. 8% Convertible Note (July 8, 2015): During the three and six months ended November 30, 2016, the Company paid cash of $0 and $980 in principal, respectively. During the three months ended November 30, 2016, the Company converted $980 into 890,910 shares of Common Stock. As of the November 30, 2016, all shares had been issued. On January 3, 2017, the Company entered into an agreement to extend the maturities of the 8% Convertible Note (July 8, 2015) and 8% Convertible Note (February 8, 2016). Under the terms of the extension, the notes will now mature on October 1, 2018 in the amount of $3,126, with 8% interest, first payable on October 1, 2017 and payable quarterly thereafter. The Company also modified the conversion price reducing it from $10.00 per share to $3.00 per share. Lighthouse Seller Note #1: During the three and six months ended November 30, 2016, the Company paid $125 and $250 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $0 and $125 in principal, respectively. Lighthouse Seller Note #2: During the three and six months ended November 30, 2016, the Company paid $78 and $156 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $0 and $78 in principal, respectively. Sterling National Bank Promissory Note: During the three and six months ended November 30, 2016, the Company paid $45 and $88 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $0 and $52 in principal, respectively. Staffing (UK) – Sellers Note : During the three and six months ended November 30, 2016, the Company paid $14 and $28 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $14 and $28 in principal, respectively. PeopleSERVE – Sellers Note : During the three and six months ended November 30, 2016, the Company paid $197 and $395 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $197 and $394 in principal, respectively. Midcap Financial Trust – Term Loan: During the three and six months ended November 30, 2016, the Company paid $175 and $250 in principal, respectively. During the three and six months ended November 30, 2015, the Company paid $188 and $375 in principal, respectively. ABN AMRO Term Loan: In June 2016, Company borrowed an additional $273. All terms of the original loan remain unchanged. During the three and six months ended November 30, 2016, the Company paid $117 and $234 in principal, respectively. In November of 2016, the Company engaged Source Capital Group, Inc. to act as a placement agent to conduct a general solicitation private placement offering solely to accredited investors under Rule 506(c) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. The Company is still in discussions with Source Capital regarding funding through this private placement offering. The private placement expires on January 31, 2017. In connection with the private placement, the Company filed certificates of designation for Series E-1 and E-2 preferred shares. No shares have been issued and in January 2017, the Company had the certificates of designation withdrawn. |
EQUITY
EQUITY | 6 Months Ended |
Nov. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Equity | NOTE 5 – EQUITY Common Stock The Company issued 2,808,801 common shares during the six months ended November 30, 2016 as summarized below: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (per share) Conversion of Series D preferred Stock 1,340,960 $ 2,157 $ 1.31 $ 1.74 Conversion of debt 890,910 1,149 1.29 1.29 Private placements 210,645 426 2.35 2.35 Conversion of Series C preferred stock 175,439 332 1.89 1.89 Conversion of Series B preferred stock 133,000 198 1.49 1.49 Consultants 38,297 66 1.56 1.96 Employees 9,800 38 0.69 1.59 Board and Committee members 8,500 15 1.59 1.99 Shares issued for extension of Convertible Bonds 1,250 2 1.36 1.36 2,808,801 $ 4,383 The Company’s authorized common stock consists of 20,000,000 shares having par value of $0.00001. The Company had issued and outstanding 9,115,545 and 6,306,744 common stock shares as of November 30, 2016 and May 31, 2016, respectively. During the three months ended November 30, 2016, the Company converted $980 into 890,910 shares of Common Stock. On January 3, 2017, the Company entered into an agreement to extend the maturities of the 8% Convertible Note (July 8, 2015) and 8% Convertible Note (February 8, 2016). Under the terms of the extension, the notes will now mature on October 1, 2018 in the amount of $3,126, with 8% interest, first payable on October 1, 2017 and payable quarterly thereafter. The Company also modified the conversion price reducing it from $10.00 per share to $3.00 per share. . On September 27, 2016, the Board of Directors recommended that 790,000 shares of Common Stock, to be issued to management, directors and employees be submitted to shareholders for approval at the next shareholder meeting. These shares were issued erroneously. The Company processed the retraction of these shares in October 2016. Convertible Preferred Shares Series B Preferred Stock On July 8, 2016, holders of Series B Preferred Stock elected to convert all 133,000 shares to 133,000 shares of Common Stock. The Company had issued and outstanding 0 and 133,000 shares of Series B Preferred Stock, as of November 30, 2016 and May 31, 2016, respectively. Series C Preferred Stock On June 16, 2016, the Company filed an Amendment to the Certificate of Designation for the Series C Preferred Stock, par value $0.00001 per share. The Amendment increased the number of Series C Preferred Stock from 500,000 to 2,000,000 shares authorized. On June 24, 2016, holders of Series C Preferred Stock elected to convert all 175,439 shares to 175,439 shares of Common Stock. The Company had issued and outstanding 0 and 175,439 shares of Series C Preferred Stock as of November 30, 2016 and May 31, 2016, respectively. Series D Preferred Stock On June 24, 2016, the Company entered into a Securities Purchase Agreement with certain purchasers pursuant to which the Company sold to the purchasers 211 shares of the Company’s Series D Preferred Stock at a face value of $10,000 (whole dollars) per share of Series D Preferred, and Original Issue Discount of 5% and a conversion price into common stock of $2.50 per share, for aggregate proceeds of approximately $2,000 before placement fees and estimated offering expenses. The offering of the Series D Preferred Stock was made under the Company’s Shelf Registration. During the six months ended November 30, 2016, holders of this series converted 118 shares of Series D Preferred Stock to 1,340,960 shares of Common Stock. Shares Balance Face Value 211 $ 2,110 Original Issue Discount (110 ) Beneficial Conversion Feature (615 ) Beginning Balance, Net 1,385 Conversions (118 ) (773 ) Ending Balance, Net 93 $ 612 Due to the contingent nature of the cash redemption feature of the Series D Preferred Stock, the Company has classified the shares as temporary equity on the condensed consolidated balance sheet. In addition, at the commitment date these were issued, the Company determined that a beneficial conversion feature (“BCF”) existed in the amount of $615, which was recorded within Additional Paid-In Capital on the condensed consolidated balance sheet. On September 22, 2016, the Company and Discover Growth Fund agreed that a Trigger Event, as defined in the Stock Purchase Agreement between Staffing 360 Solutions, Inc. and Discover Growth Fund dated June 24, 2016, filed as an exhibit to our Current Report on Form 8-K on June 27, 2016 (the “Series D Purchase Agreement”), had occurred as of September 22, 2016. A Trigger Event gives the holders of the Series D Preferred Stock certain additional rights and removes certain restrictions in respect of the Series D Preferred Stock, as set forth in the Series D Purchase Agreement. Discover Growth Fund has agreed not to submit any additional conversion notices until the Company obtains stockholder approval for the transaction, so long as such approval is obtained by January 31, 2017. The Company intends to seek stockholder approval for the transaction at its annual shareholder meeting in January 2017. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Nov. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Earn-out Liabilities and Stock Value Guarantees Pursuant to the acquisition of Control Solutions International, Inc. (“CSI”), the purchase price includes monthly cash payments to the former owners and shareholders of CSI for performance-based compensation equal to 20% of CSI’s consolidated gross profit from the date of closing through the end of the sixteenth quarter following the date of closing not to exceed a total of $2,100. During the six months ended November 30, 2016 and the fiscal year ended May 31, 2016, the Company paid $69 and $160, respectively, towards the earn-out liability. At November 30, 2016 the remaining balance was $1,330 of which approximately $138 is recorded in other current liabilities and $1,192 is recorded in other long-term liabilities. Legal Proceedings NewCSI, Inc. vs. Staffing 360 Solutions, Inc. On May 22, 2014, NewCSI, the former owners of Control Solutions International, filed a complaint in the United States District Court for the Western District of Texas, Austin Division, against the Company arising from the terms of the CSI Stock Purchase Agreement dated August 14, 2013. NewCSI claims that the Company breached a provision of the CSI Stock Purchase Agreement (“SPA § 2.7”) that required the Company to calculate and pay to NewCSI 50% of certain “Deferred Tax Assets” within 90 days after December 31, 2013. The Complaint sought payment of the amount allegedly owed under SPA § 2.7 and acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $1,400, less amounts paid to date, and attorneys’ fees. The Company responded denying the material allegations and interposing numerous affirmative defenses. On October 8, 2014, NewCSI filed a Motion of Summary Judgment (the “Motion”). On March 30, 2015, a Magistrate Judge of the District Court issued a Report and Recommendation that the District Court deny the Motion. The Recommendation became a final decision on April 13, 2015. On December 31, 2014, NewCSI filed an amended complaint to which NewCSI added an additional count asserting an “Adjustment Event” had occurred requiring an acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $2,100, less amounts paid to date ($1,671 at December 31, 2014), should Staffing 360 or CSI “be unable, or admit in writing its inability, to pay its debts as they mature.” The Company responded denying the material allegations and interposing numerous affirmative defenses, including that the earn-out liability was fully expensed at the time of the acquisition and fully accrued for on the Company’s balance sheet as part of the purchase accounting at the time of the acquisition. The final pretrial conference in this matter was held April 22, 2015. A jury was selected on May 14, 2015, and the trial was held May 18-20, 2015. On May 20, 2015, the jury rendered a verdict, finding that Staffing 360 had not complied with SPA § 2.7 and owed $154, but that NewCSI had not proven that Staffing 360 or CSI had become unable to pay debts as they came due. The Court had held that it was not a question for the jury to decide if damages for breach of SPA § 2.7 should include accelerated earn-out payments. On June 3, 2015, NewCSI filed a Motion for Entry of Judgment as Matter of Law seeking entry of a judgment in the amount of $154, plus accelerated earn-out payments in the amount of $1,152, plus statutory interest. NewCSI did not challenge the jury verdict on the ability to pay issue. Also on June 3, 2015, Staffing 360 filed a Motion for Entry of Judgment as a Matter of Law seeking entry of judgment against NewCSI on the jury’s finding that Staffing 360 had not complied with SPA § 2.7, or, in the alternative, for a reduction of damages to $54 and to hold that NewCSI may not be awarded accelerated earn-out payments as that would result in an illegal penalty. On October 21, 2015, judgment was entered in this action in favor of NewCSI and against the Company in the amount of $1,307, plus pre-judgment interest, post-judgment interest, and costs. On January 26, 2016, the District Court set the bond in respect of the NewCSI litigation at $1,384. The Company has filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit seeking reversal of the judgment and posted a supersedeas bond to stay the execution of the judgment pending appeal. On April 18, 2016, the Court granted the NewCSI shareholders’ request for payment of attorneys’ fees, but reserved judgment on the amount of fees to award pending the outcome of the Company’s appeal. As of January 2016, the NewCSI shareholders have claimed they have incurred $552 in attorney’s fees, which could increase during the pendency of the appeal. On November 3, 2016, oral arguments for the appeal were heard and now the Company is awaiting further instruction from the United States Court of Appeals for the Fifth Circuit. We believe that the Company acted in a manner consistent with our contractual rights, and we intend to aggressively defend the Company against NewCSI. Nevertheless, there can be no assurance that the outcome of this litigation will be favorable to the Company. Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. On November 13, 2015, in a separate proceeding, Staffing 360 initiated an arbitration before JAMS against three officers of Staffing 360, each a former Staffing 360 officer and employee. In its demand for arbitration and statement of claim, Staffing 360 alleged that these individuals breached their employment agreements with Staffing 360 and the fiduciary duties each owed to the Company. The three respondents responded with a counterclaim alleging wrongful termination and have moved to dismiss the arbitration, as well as moved for severance in relation to the remainder of their contracts. On July 20, 2016, the arbitrator decided in favor of both of the respondents’ motions. Further on September 21, 2016 the arbitrator rendered the final award, which was set at $1,433. The Company is awaiting the respondents’ motion to confirm the award. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Nov. 30, 2016 | |
Segments Geographical Areas [Abstract] | |
Segment Reporting Disclosure | NOTE 7 – SEGMENTS The Company’s operating segments, which are consistent with its reportable segments, are organized by geography in accordance with its internal management and reporting structure. For the three and six months ended November 30, 2016 and 2015, the Company generated revenue and gross profit by segment as follows: For the Three Months Ended November 30, For the Six Months Ended November 30, 2016 2015 2016 2015 United States $ 42,050 $ 36,952 $ 80,583 $ 70,712 United Kingdom 5,031 4,362 14,223 6,461 Canada 56 36 81 61 Total Revenue $ 47,137 $ 41,350 $ 94,887 $ 77,234 For the Three Months Ended November 30, For the Six Months Ended November 30, 2016 2015 2016 2015 United States $ 6,470 $ 6,255 $ 13,620 $ 11,713 United Kingdom 1,607 1,208 2,950 2,060 Canada 20 7 16 18 Total Gross Profit $ 8,097 $ 7,470 $ 16,586 $ 13,791 Selling, general and administrative expenses, excluding depreciation and amortization stated below $ (7,405 ) $ (8,334 ) $ (15,090 ) $ (14,492 ) Depreciation and amortization (761 ) (800 ) (1,519 ) (1,537 ) Interest expense (553 ) (755 ) (1,196 ) (1,281 ) Amortization of beneficial conversion feature (184 ) (193 ) (369 ) (366 ) Amortization of debt discount and deferred financing costs (424 ) (568 ) (833 ) (982 ) Other expense (168 ) (40 ) (202 ) (10 ) Loss Before (Provision) Benefit for Income Tax $ (1,398 ) $ (3,220 ) $ (2,623 ) $ (4,877 ) As of November 30, 2016 and May 31, 2016, the Company has assets in the U.S., the U.K. and Canada as follows: November 30, May 31, 2016 2016 United States $ 47,083 $ 43,683 United Kingdom 9,140 10,067 Canada 42 9 Total Assets $ 56,265 $ 53,759 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Nov. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 8 – ACQUISITIONS The following unaudited pro forma consolidated results of operations have been prepared, as if the acquisition of Lighthouse Placement Services, Inc. (“Lighthouse”) and The JM Group had occurred as of June 1, 2015: For the Three Months Ended November 30, For the Six Months Ended November 30, 2015 2015 Revenues $ 45,706 $ 89,201 Net loss from continuing operations $ (3,180 ) $ (4,748 ) Net loss per share from continuing operations $ (0.67 ) $ (1.02 ) Weighted average number of common stock shares – Basic and diluted 4,734,999 4,646,016 Pursuant to the acquisition of Lighthouse, the sellers received 62,460 shares of Common Stock. In the event that the volume weighted average price (“VWAP”) price for the 90 days prior to the anniversary of the acquisition date, is less than $10.00 per share, then the Company shall pay to the sellers an amount equal to $10.00 per share less the VWAP price multiplied by each share. On the anniversary of the acquisition date, the Company calculated the amount as $500. During the three and six months ended November 30, 2016, the Company paid $100 and $500, respectively. On September 8, 2016, the Company paid $173 in relation to the 20,000 shares issued with a corresponding increase to Goodwill of $173. Pursuant to the acquisition of The JM Group Limited (“The JM Group”), the purchase price includes a cash payment to the shareholders for performance-based compensation of (a) £850 if the gross profit for the 12 month period ending on the anniversary date of the date of completion (the “Anniversary TTM Gross Profit”) is equal to 90% or more of the gross profit for the twelve months ending October 31, 2015 (the “Completion TTM Gross Profit”); or (b) if the Anniversary TTM Gross Profit is less than 90% of the Completion TTM Gross Profit, a sum equal to £850 multiplied by the Anniversary TTM Gross Profit/Completion TTM Gross Profit. The Company recorded the maximum contingent liability amount of £850 ($1,180). At November 30, 2016 the remaining balance was $1,063 and is recorded in other current liabilities. While unpaid, the liability accrues 10.25% interest per annum. In addition, the Company will issue an aggregate of 20,000 shares of Common Stock valued at $4.70 totaling $94, if the Anniversary Gross Profit (defined) of The JM Group is 100% or more the Completion Gross Profit (defined). If the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of The JM Group’s Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) 20,000. If the Anniversary Gross Profit is less than 75% of the Completion Gross Profit, no shares are due. Pursuant to the acquisition of The JM Group, in addition to the 20,000 contingent shares discussed above, the sellers received 40,000 shares of Common Stock. In the event that the VWAP price for the 90 days prior to the anniversary of the acquisition date, is less than $10.00 per share, then the Company shall pay to the sellers an amount equal to $10.00 per share less the VWAP price multiplied by each share. As a result of the lower stock price, on November 14, 2016 the Company paid $346 in relation to the 40,000 shares issued and recorded an increase of $346 to Goodwill. On September 8, 2016, the Company paid $173 in relation to the 20,000 shares issued with a corresponding increase to Goodwill of $173. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS Consulting Fees – Related Party Board and Committee Members During the three and six months ended November 30, 2016, the Company incurred $13 and $25 in board of director fees to Dimitri Villard. Mr. Villard received 1,500 common shares valued at $3 and 1,500 shares valued at $3, respectively, for his services as a board and committee member for the six months ended November 30, 2016. During the three months ended November 30, 2016, Mr. Villard received 750 750 1 0 During the three and six months ended November 30, 2016, the Company incurred $ 13 1,500 1,500 3 750 750 1 13 During the three and six months ended November 30, 2016, the Company incurred $13 and $25 1,500 1,000 2 750 750 1 0 Other Related Party At November 30, 2015, the Company had $50 accrued in accounts payable and accrued expenses – related parties account for advisory services provided by Trilogy Capital Partners, Inc. (“Trilogy”). The Company’s former employee, Vice Chairman, President and Secretary, is the majority owner of Trilogy. Effective December 31, 2014, he voluntarily resigned from his positions with the Company and subsidiaries. The Advisory Agreement terminated by December 31, 2015 and the Company did not renew this advisory agreement. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Nov. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 10 – SUPPLEMENTAL CASH FLOW INFORMATION For the Six Months Ended November 30, 2016 2015 Cash paid for: Interest $ 944 $ 859 Income taxes 84 52 Non Cash Investing and Financing Activities: Common stock issued in connection with purchase of subsidiary $ 846 $ 700 Promissory notes issued in connection with acquisitions — 3,893 Earn-out liability — 1,310 Conversion of a convertible note payable 980 — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS Where applicable, all material subsequent events have been disclosed in their respective footnotes. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. As described below, the Company consolidates PeopleSERVE PRS, Inc. (“PRS”), an entity of which it previously owned 49%, since the Company was deemed to be the primary beneficiary of this entity. All inter-company transactions have been eliminated. On April 29, 2016, the Company acquired the remaining 51% for $101. All inter-company transactions have been eliminated. |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended May 31, 2016 and 2015, respectively, which are included in the Company’s May 31, 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on August 29, 2016. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended November 30, 2016 are not necessarily indicative of results for the entire year ending May 31, 2017. |
Reclassifications | Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. In accordance with ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. The Company has reclassified the Midcap Additional Term Loan from Long-term debt to Other long-term liabilities, as this represents the long term portion of funds received from the Accounts receivable financing facility. These reclassifications had no impact on reported results of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. The new guidance requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. Companies will also need to disclose information about the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. In April 2016, the FASB issued ASU 2016 – 10 “Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance. In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts With Customers (Topic 606)”. The amendments in this ASU defer the effective date of ASU 2014-09 “Revenue From Contracts With Customers (Topic 606)”. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is still evaluating the impact of adopting this guidance . |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Common Share | The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our earnings (loss) per share is computed using the two-class method. For the three and six months ended November 30, 2016 and 2015, pursuant to the two-class method, as a result of the net loss, losses were not allocated to the participating securities. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of November 30, 2016 and 2015 have been excluded from the per share computations, since their inclusion would be anti-dilutive: November 30, 2016 2015 Convertible bonds - Series A — 17,500 Convertible bonds - Series B 5,401 89,062 Convertible promissory notes 1,227,416 895,159 Convertible preferred shares 592,191 216,191 Warrants 83,764 1,637,903 Options 319,500 330,000 Total 2,228,272 3,185,815 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | November 30, May 31, 2016 2016 Bonds: Bonds - Series B $ 50 $ 55 Convertible Notes: Non-interest bearing convertible note (January 6, 2016) 359 359 Non-interest bearing convertible note (September 10, 2016) 477 — 8% Convertible Note (July 8, 2015) 1,960 3,920 8% Convertible Note (February 8, 2016) 728 728 Lighthouse- Seller Note #1 1,874 2,124 Lighthouse - Seller Note #2 234 390 Promissory Notes: Sterling National Bank 184 272 Staffing (UK) - Seller Note 116 144 PeopleServe - Seller Note 395 789 Midcap Financial Trust - Term Loan 2,125 2,375 ABN AMRO - Term Loan 741 821 Less Debt Discount and Deferred Financing Costs (1,580 ) (2,694 ) Total Debt 7,663 9,283 Less: Current Portion, Net (3,716 ) (6,097 ) Total Long-Term Debt, Net $ 3,947 $ 3,186 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | Common Stock The Company issued 2,808,801 common shares during the six months ended November 30, 2016 as summarized below: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (per share) Conversion of Series D preferred Stock 1,340,960 $ 2,157 $ 1.31 $ 1.74 Conversion of debt 890,910 1,149 1.29 1.29 Private placements 210,645 426 2.35 2.35 Conversion of Series C preferred stock 175,439 332 1.89 1.89 Conversion of Series B preferred stock 133,000 198 1.49 1.49 Consultants 38,297 66 1.56 1.96 Employees 9,800 38 0.69 1.59 Board and Committee members 8,500 15 1.59 1.99 Shares issued for extension of Convertible Bonds 1,250 2 1.36 1.36 2,808,801 $ 4,383 |
Schedule of Conversions of Series D Preferred Stock to Common Stock. | During the six months ended November 30, 2016, holders of this series converted 118 shares of Series D Preferred Stock to 1,340,960 shares of Common Stock. Shares Balance Face Value 211 $ 2,110 Original Issue Discount (110 ) Beneficial Conversion Feature (615 ) Beginning Balance, Net 1,385 Conversions (118 ) (773 ) Ending Balance, Net 93 $ 612 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenues Gross Profit and Assets by Geographical Segment | The Company’s operating segments, which are consistent with its reportable segments, are organized by geography in accordance with its internal management and reporting structure. For the three and six months ended November 30, 2016 and 2015, the Company generated revenue and gross profit by segment as follows: For the Three Months Ended November 30, For the Six Months Ended November 30, 2016 2015 2016 2015 United States $ 42,050 $ 36,952 $ 80,583 $ 70,712 United Kingdom 5,031 4,362 14,223 6,461 Canada 56 36 81 61 Total Revenue $ 47,137 $ 41,350 $ 94,887 $ 77,234 For the Three Months Ended November 30, For the Six Months Ended November 30, 2016 2015 2016 2015 United States $ 6,470 $ 6,255 $ 13,620 $ 11,713 United Kingdom 1,607 1,208 2,950 2,060 Canada 20 7 16 18 Total Gross Profit $ 8,097 $ 7,470 $ 16,586 $ 13,791 Selling, general and administrative expenses, excluding depreciation and amortization stated below $ (7,405 ) $ (8,334 ) $ (15,090 ) $ (14,492 ) Depreciation and amortization (761 ) (800 ) (1,519 ) (1,537 ) Interest expense (553 ) (755 ) (1,196 ) (1,281 ) Amortization of beneficial conversion feature (184 ) (193 ) (369 ) (366 ) Amortization of debt discount and deferred financing costs (424 ) (568 ) (833 ) (982 ) Other expense (168 ) (40 ) (202 ) (10 ) Loss Before (Provision) Benefit for Income Tax $ (1,398 ) $ (3,220 ) $ (2,623 ) $ (4,877 ) As of November 30, 2016 and May 31, 2016, the Company has assets in the U.S., the U.K. and Canada as follows: November 30, May 31, 2016 2016 United States $ 47,083 $ 43,683 United Kingdom 9,140 10,067 Canada 42 9 Total Assets $ 56,265 $ 53,759 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Unaudited Pro Forma Consolidated Results of Operations | The following unaudited pro forma consolidated results of operations have been prepared, as if the acquisition of Lighthouse Placement Services, Inc. (“Lighthouse”) and The JM Group had occurred as of June 1, 2015: For the Three Months Ended November 30, For the Six Months Ended November 30, 2015 2015 Revenues $ 45,706 $ 89,201 Net loss from continuing operations $ (3,180 ) $ (4,748 ) Net loss per share from continuing operations $ (0.67 ) $ (1.02 ) Weighted average number of common stock shares – Basic and diluted 4,734,999 4,646,016 |
SUPPLEMENTAL CASH FLOW INFORM24
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | For the Six Months Ended November 30, 2016 2015 Cash paid for: Interest $ 944 $ 859 Income taxes 84 52 Non Cash Investing and Financing Activities: Common stock issued in connection with purchase of subsidiary $ 846 $ 700 Promissory notes issued in connection with acquisitions — 3,893 Earn-out liability — 1,310 Conversion of a convertible note payable 980 — |
ORGANIZATION AND DESCRIPTION 25
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) - USD ($) $ in Thousands | Sep. 17, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 |
Business Acquisition [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | one-for-ten | |||||
Stock Issued During Period, Shares, Reverse Stock Splits | 45,732,674 | |||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 4,573,360 | |||||
Working capital deficiency | $ (14,467) | $ (14,467) | ||||
Accumulated deficit | (46,941) | (46,941) | $ (44,121) | |||
Net Loss | (1,426) | $ (3,178) | (2,720) | $ (4,870) | ||
Debt and other amortizing obligations, due in the next 12 months | $ 5,342 | $ 5,342 | ||||
Private Placement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock offering expiration date | Jan. 31, 2017 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - PeopleSERVE PRS, Inc. [Member] - USD ($) $ in Thousands | Apr. 29, 2016 | Nov. 30, 2016 |
Accounting Policies [Line Items] | ||
Equity Interest in Acquiree, Percentage | 49.00% | |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |
Business combination purchase price | $ 101 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 2,228,272 | 3,185,815 |
Convertible bonds - Series A [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 0 | 17,500 |
Convertible bonds - Series B [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 5,401 | 89,062 |
Convertible promissory notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,227,416 | 895,159 |
Convertible preferred shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 592,191 | 216,191 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 83,764 | 1,637,903 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 319,500 | 330,000 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | May 31, 2016 |
Debt Instrument [Line Items] | ||
Less Debt Discount and Deferred Financing Costs | $ (1,580) | $ (2,694) |
Total Debt | 7,663 | 9,283 |
Less: Current Portion, Net | (3,716) | (6,097) |
Total Long-Term Debt, Net | 3,947 | 3,186 |
Bonds - Series B [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 50 | 55 |
Non-interest bearing convertible note - September 10, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 477 | 0 |
Non-interest bearing convertible note - January 6, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 359 | 359 |
8% Convertible Note - July 8, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,960 | 3,920 |
8% Convertible Note - February 8, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 728 | 728 |
Lighthouse - Seller Note #1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,874 | 2,124 |
Lighthouse - Seller Note #2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 234 | 390 |
Sterling National Bank [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 184 | 272 |
Staffing (UK) - Seller Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 116 | 144 |
PeopleServe - Seller Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 395 | 789 |
Midcap Financial Trust - Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 2,125 | 2,375 |
ABN AMRO - Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | $ 741 | $ 821 |
DEBT (Parenthetical) (Details)
DEBT (Parenthetical) (Details) | Nov. 30, 2016 | Jul. 08, 2015 |
8% Convertible Note - July 8, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% |
8% Convertible Note - February 8, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
DEBT (Details Textual)
DEBT (Details Textual) | Jan. 03, 2017USD ($)$ / shares | Sep. 30, 2016USD ($)Bondshares | Sep. 10, 2016USD ($) | Jul. 08, 2016USD ($) | Jun. 30, 2016USD ($) | Nov. 30, 2016USD ($)shares | Nov. 30, 2015USD ($) | Nov. 30, 2016USD ($) | Nov. 30, 2015USD ($) | May 31, 2016USD ($) | Jul. 08, 2015 |
Debt Instrument [Line Items] | |||||||||||
Proceeds from convertible notes | $ 400,000 | $ 4,279,000 | |||||||||
Debt Conversion Converted Instrument, Amount | $ 980,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 890,910 | ||||||||||
Private Placement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock offering expiration date | Jan. 31, 2017 | ||||||||||
Sterling National Bank Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | $ 45,000 | $ 0 | $ 88,000 | 52,000 | |||||||
Debt instrument | 184,000 | 184,000 | $ 272,000 | ||||||||
Staffing (UK) – Sellers Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 14,000 | 14,000 | 28,000 | 28,000 | |||||||
Debt instrument | 116,000 | 116,000 | 144,000 | ||||||||
PeopleSERVE - Sellers Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 197,000 | 197,000 | 395,000 | 394,000 | |||||||
Debt instrument | 395,000 | 395,000 | 789,000 | ||||||||
Midcap Financial Trust - Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 175,000 | 188,000 | 250,000 | 375,000 | |||||||
Debt instrument | 2,125,000 | 2,125,000 | 2,375,000 | ||||||||
ABN AMRO - Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 117,000 | 234,000 | |||||||||
Debt instrument | 741,000 | 741,000 | 821,000 | ||||||||
Proceeds from Issuance of Debt | $ 273,000 | ||||||||||
8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Oct. 1, 2018 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt instrument | $ 3,126,000 | ||||||||||
Debt instrument, first payable | Oct. 1, 2017 | ||||||||||
8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, conversion price | $ / shares | $ 10 | ||||||||||
8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, conversion price | $ / shares | $ 3 | ||||||||||
Series B Convertible Bonds [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||
Stock issued in bond transaction | shares | 1,250 | ||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2017 | ||||||||||
Number of amended bonds | Bond | 2 | ||||||||||
Principal payments | 0 | 0 | 5,000 | 100,000 | |||||||
Debt instrument | 50,000 | 50,000 | 55,000 | ||||||||
Non-interest bearing convertible note - January 6, 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extension Fee | $ 59,000 | ||||||||||
Debt instrument | 359,000 | 359,000 | 359,000 | ||||||||
Non-interest bearing convertible note - September 10, 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible Notes Payable | $ 477,000 | ||||||||||
Proceeds from convertible notes | $ 400,000 | ||||||||||
Convertible notes, maturity date | 2017-03 | ||||||||||
Debt instrument | 477,000 | 477,000 | 0 | ||||||||
8% Convertible Note - July 8, 2015 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | $ 0 | $ 980,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||
Debt Conversion Converted Instrument, Amount | $ 980,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 890,910 | ||||||||||
Debt instrument | $ 1,960,000 | $ 1,960,000 | 3,920,000 | ||||||||
8% Convertible Note - July 8, 2015 [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
8% Convertible Note - February 8, 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||
Debt instrument | $ 728,000 | $ 728,000 | 728,000 | ||||||||
8% Convertible Note - February 8, 2016 [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Lighthouse - Seller Note #1 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument | 1,874,000 | 1,874,000 | 2,124,000 | ||||||||
Lighthouse - Seller Note #1 [Member] | Lighthouse Placement Services [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 125,000 | 0 | 250,000 | 125,000 | |||||||
Lighthouse - Seller Note #2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument | 234,000 | 234,000 | $ 390,000 | ||||||||
Lighthouse - Seller Note #2 [Member] | Lighthouse Placement Services [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | $ 78,000 | $ 0 | $ 156,000 | $ 78,000 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 03, 2017 | Sep. 28, 2016 | Jun. 24, 2016 | Nov. 30, 2016 | Nov. 30, 2016 | Sep. 27, 2016 | Jul. 08, 2016 | Jun. 16, 2016 | May 31, 2016 | Apr. 06, 2016 | Jul. 08, 2015 |
Stockholders Equity [Line Items] | |||||||||||
Shares issued, shares | 2,808,801 | ||||||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Common Stock, Shares, Issued | 9,115,545 | 9,115,545 | 6,306,744 | ||||||||
Common Stock, Shares, Outstanding | 9,115,545 | 9,115,545 | 6,306,744 | ||||||||
Debt Conversion Converted Instrument, Amount | $ 980 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 890,910 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 175,439 | 133,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred Stock, Shares Outstanding | 93 | 93 | 0 | ||||||||
Series B Preferred Stock [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Shares issued, shares | 133,000 | ||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 133,000 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 133,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Series C Preferred Stock [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Shares issued, shares | 175,439 | ||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 175,439 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 175,439 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 1 | $ 1 | $ 0.00001 | $ 1 | |||||||
Preferred Stock, Shares Authorized | 2,000,000 | 500,000 | |||||||||
Series D Preferred Stock [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Shares issued, shares | 1,340,960 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,340,960 | 1,340,960 | |||||||||
Preferred Stock, Shares Outstanding | 211 | 93 | 93 | ||||||||
Preferred Stock Face Value Per Share | $ 10,000 | ||||||||||
Preferred Stock Discount on Shares Percent | 5.00% | ||||||||||
Preferred Stock Conversion Price Per Share | $ 2.50 | ||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 2,000 | ||||||||||
Conversion of Stock, Shares Converted | 118 | ||||||||||
Temporary Equity Beneficial Conversion Feature | $ 615 | $ 615 | $ 615 | ||||||||
Management [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common Stock, to be issued | 790,000 | ||||||||||
Retraction of shares issued erroneously month and year | 2016-10 | ||||||||||
8% Convertible Note - July 8, 2015 [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Conversion Converted Instrument, Amount | $ 980 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 890,910 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||
Debt instrument | $ 1,960 | $ 1,960 | $ 3,920 | ||||||||
8% Convertible Note - February 8, 2016 [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||
Debt instrument | $ 728 | $ 728 | $ 728 | ||||||||
Subsequent Event [Member] | 8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Maturity Date | Oct. 1, 2018 | ||||||||||
Debt instrument | $ 3,126 | ||||||||||
Debt instrument, first payable | Oct. 1, 2017 | ||||||||||
Subsequent Event [Member] | 8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | Maximum [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, conversion price | $ 10 | ||||||||||
Subsequent Event [Member] | 8% Convertible Note - July 8, 2015 and February 8, 2016 [Member] | Minimum [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, conversion price | $ 3 | ||||||||||
Subsequent Event [Member] | 8% Convertible Note - July 8, 2015 [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Subsequent Event [Member] | 8% Convertible Note - February 8, 2016 [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Common Shares [Member] | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Shares issued, shares | 2,808,801 |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Nov. 30, 2016USD ($)$ / sharesshares | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 2,808,801 |
Fair Value of shares issued | $ | $ 4,383 |
Consultants [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 38,297 |
Fair Value of shares issued | $ | $ 66 |
Consultants [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.56 |
Consultants [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.96 |
Board and committee members [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 8,500 |
Fair Value of shares issued | $ | $ 15 |
Board and committee members [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.59 |
Board and committee members [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.99 |
Employees [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 9,800 |
Fair Value of shares issued | $ | $ 38 |
Employees [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.69 |
Employees [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.59 |
Shares issued for extension of convertible bonds [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 1,250 |
Fair Value of shares issued | $ | $ 2 |
Shares issued for extension of convertible bonds [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.36 |
Shares issued for extension of convertible bonds [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.36 |
Private placements [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 210,645 |
Fair Value of shares issued | $ | $ 426 |
Private placements [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 2.35 |
Private placements [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 2.35 |
Conversion of debt [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 890,910 |
Fair Value of shares issued | $ | $ 1,149 |
Conversion of debt [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.29 |
Conversion of debt [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.29 |
Series B preferred stock [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 133,000 |
Fair Value of shares issued | $ | $ 198 |
Series B preferred stock [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.49 |
Series B preferred stock [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.49 |
Series C preferred stock [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 175,439 |
Fair Value of shares issued | $ | $ 332 |
Series C preferred stock [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.89 |
Series C preferred stock [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.89 |
Series D preferred stock [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 1,340,960 |
Fair Value of shares issued | $ | $ 2,157 |
Series D preferred stock [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.31 |
Series D preferred stock [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.74 |
EQUITY (Details 1)
EQUITY (Details 1) - USD ($) $ in Thousands | 6 Months Ended | ||
Nov. 30, 2016 | Jun. 24, 2016 | May 31, 2016 | |
Temporary Equity [Line Items] | |||
Temporary Equity, Shares | 93 | 0 | |
Temporary Equity, Net | $ 612 | ||
Series D Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares | 93 | 211 | |
Temporary Equity Conversion, Shares | (118) | ||
Temporary Equity, Net | $ 612 | $ 2,110 | $ 1,385 |
Temporary Equity Original Issue Discount | (110) | ||
Temporary Equity Beneficial Conversion Feature | (615) | $ (615) | |
Temporary Equity Conversion | $ (773) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Earn-out Liabilities and Stock Value Guarantees (Details Textual) - USD ($) | Nov. 04, 2013 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 |
Commitments And Contingencies [Line Items] | ||||
Payments To Earn Out Agreement | $ 69,000 | $ 86,000 | ||
CSI Acquisition [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 20.00% | |||
Business Combination Maximum Contingent Consideration | $ 2,100,000 | |||
Payments To Earn Out Agreement | 69,000 | $ 160,000 | ||
Business Combination, Contingent Consideration, Liability | 1,330,000 | |||
CSI Acquisition [Member] | Other Current Liabilities [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | 138,000 | |||
CSI Acquisition [Member] | Other Long-term Liabilities [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 1,192,000 |
COMMITMENTS AND CONTINGENCIES35
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details Textual) - USD ($) $ in Thousands | Sep. 21, 2016 | Jan. 26, 2016 | Oct. 21, 2015 | Jun. 03, 2015 | May 20, 2015 | Aug. 14, 2013 | Nov. 30, 2016 | Nov. 30, 2015 | Jan. 31, 2016 | Dec. 31, 2014 |
Commitments And Contingencies [Line Items] | ||||||||||
Payments To Earn Out Agreement | $ 69 | $ 86 | ||||||||
Purchase agreement commitment earn out amount | $ 2,100 | |||||||||
Loss Contingency, Final Award | $ 1,433 | |||||||||
Loss Contingency, Balance Amount | $ 1,591 | |||||||||
NewCSI Inc [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Payments To Earn Out Agreement | $ 1,400 | |||||||||
Loss Contingency Damages Sought Deferred Tax Assets Percentage | 50.00% | |||||||||
Acceleration of Earn Out Payments Amount | $ 1,152 | $ 1,671 | ||||||||
Damage sought, deferred tax asset | 54 | $ 154 | ||||||||
Litigation Settlement, Amount | $ 1,384 | $ 1,307 | $ 154 | |||||||
Litigation Reserve | $ 552 |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | $ 47,137 | $ 41,350 | $ 94,887 | $ 77,234 | |
Gross Profit | 8,097 | 7,470 | 16,586 | 13,791 | |
Selling, general and administrative expenses, excluding depreciation and amortization stated below | (7,405) | (8,334) | (15,090) | (14,492) | |
Depreciation and amortization | (761) | (800) | (1,519) | (1,537) | |
Interest expense | (553) | (755) | (1,196) | (1,281) | |
Amortization of beneficial conversion feature | (184) | (193) | (369) | (366) | |
Amortization of debt discount and deferred financing costs | (424) | (568) | (833) | (982) | |
Other expense | (168) | (40) | (202) | (10) | |
Loss Before (Provision) Benefit for Income Tax | (1,398) | (3,220) | (2,623) | (4,877) | |
Assets, Total | 56,265 | 56,265 | $ 53,759 | ||
UNITED STATES [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 42,050 | 36,952 | 80,583 | 70,712 | |
Gross Profit | 6,470 | 6,255 | 13,620 | 11,713 | |
Assets, Total | 47,083 | 47,083 | 43,683 | ||
UNITED KINGDOM [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 5,031 | 4,362 | 14,223 | 6,461 | |
Gross Profit | 1,607 | 1,208 | 2,950 | 2,060 | |
Assets, Total | 9,140 | 9,140 | 10,067 | ||
CANADA [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 56 | 36 | 81 | 61 | |
Gross Profit | 20 | $ 7 | 16 | $ 18 | |
Assets, Total | $ 42 | $ 42 | $ 9 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - Lighthouse and The JM Group [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Nov. 30, 2015 | Nov. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenues | $ 45,706 | $ 89,201 |
Net loss from continuing operations | $ (3,180) | $ (4,748) |
Net loss per share from continuing operations | $ (0.67) | $ (1.02) |
Weighted average number of common stock shares – Basic and diluted | 4,734,999 | 4,646,016 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) $ / shares in Units, £ in Thousands, $ in Thousands | Oct. 14, 2016USD ($) | Sep. 08, 2016USD ($)shares | Nov. 30, 2016USD ($)$ / shares | Nov. 30, 2016USD ($)$ / sharesshares | Oct. 31, 2015GBP (£) | Oct. 31, 2015USD ($) | Oct. 31, 2015GBP (£) |
Business Acquisition [Line Items] | |||||||
Performance Based Compensation Percentage Of Gross Profit Below Threshold | 90.00% | ||||||
Lighthouse Placement Services [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of Common Stock received by sellers | shares | 62,460 | ||||||
Business Combination, Contingent Consideration, Liability | $ 500 | $ 500 | |||||
Business Combination, Contingent Consideration, Liability Paid | $ 173 | $ 100 | $ 500 | ||||
Stock Issued During Period, Shares, Acquisitions | shares | 20,000 | ||||||
Increase to goodwill | $ 173 | ||||||
Lighthouse Placement Services [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares price | $ / shares | $ 10 | $ 10 | |||||
JM Group Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of Common Stock received by sellers | shares | 40,000 | ||||||
Shares price | $ / shares | 10 | $ 10 | |||||
Business Combination, Contingent Consideration, Liability | $ 1,180 | £ 850 | |||||
Business Combination, Contingent Consideration, Liability Paid | $ 346 | 173 | |||||
Stock Issued During Period, Shares, Acquisitions | shares | 20,000 | ||||||
Increase to goodwill | $ 346 | $ 173 | |||||
Performance based compensation, gross profit threshold | £ | £ 850 | ||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 90.00% | ||||||
Shares Issued, Price Per Share | $ / shares | $ 4.70 | $ 4.70 | |||||
Shares issued pursuant to acquisition of subsidiary | $ 94 | ||||||
Other Commitments, Description | the Company will issue an aggregate of 20,000 shares of Common Stock valued at $4.70 totaling $94, if the Anniversary Gross Profit (defined) of The JM Group is 100% or more the Completion Gross Profit (defined). If the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of The JM Group’s Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) 20,000. If the Anniversary Gross Profit is less than 75% of the Completion Gross Profit, no shares are due. | ||||||
JM Group Acquisition [Member] | Other Current Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | $ 1,063 | $ 1,063 | |||||
Business Combination Contingent Consideration Percentage of Accrued Interest Rate on Liability | 10.25% | 10.25% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) $ in Thousands | Oct. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 |
Dimitri Villard [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees Related Parties | $ 13 | $ 13 | $ 25 | $ 25 | |
Stock Issued During Period, Shares, as Bonus | 30,000 | ||||
Stock Issued During Period, Value, as Bonus | $ 150 | ||||
Accounts Payable, Related Parties, Noncurrent | $ 0 | $ 0 | |||
Dimitri Villard [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 3,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 19 | ||||
Dimitri Villard [Member] | Common Stock [Member] | Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 750 | 1,500 | |||
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 3 | |||
Dimitri Villard [Member] | Common Stock [Member] | Committee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 750 | 1,500 | |||
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 3 | |||
Jeff Grout [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees Related Parties | 13 | 13 | 25 | $ 25 | |
Stock Issued During Period, Shares, as Bonus | 30,000 | ||||
Stock Issued During Period, Value, as Bonus | $ 150 | ||||
Accounts Payable, Related Parties, Noncurrent | $ 0 | $ 0 | |||
Jeff Grout [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 3,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 19 | ||||
Jeff Grout [Member] | Common Stock [Member] | Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 750 | 1,500 | |||
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 3 | |||
Jeff Grout [Member] | Common Stock [Member] | Committee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 750 | 1,500 | |||
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 3 | |||
Nick Florio [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting Fees Related Parties | 13 | 25 | 25 | ||
Stock Issued During Period, Shares, as Bonus | 30,000 | ||||
Stock Issued During Period, Value, as Bonus | $ 150 | ||||
Accounts Payable, Related Parties, Noncurrent | $ 0 | 0 | $ 0 | $ 0 | |
Nick Florio [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 750 | 2,500 | |||
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 16 | |||
Nick Florio [Member] | Common Stock [Member] | Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 1,500 | ||||
Stock Issued During Period, Value, Issued for Services | $ 3 | ||||
Nick Florio [Member] | Common Stock [Member] | Committee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 2 | ||||
Trilogy Capital Partners, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Payable, Related Parties, Noncurrent | $ 50 | $ 50 | |||
Agreement Termination Date | Dec. 31, 2015 |
SUPPLEMENTAL CASH FLOW INFORM40
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | |
Cash paid for: | |||
Interest | $ 944 | $ 859 | |
Income taxes | 84 | 52 | |
Non Cash Investing and Financing Activities: | |||
Common stock issued in connection with purchase of subsidiary | 846 | 700 | |
Promissory notes issued in connection with acquisitions | 0 | 3,893 | |
Earn-out liability | 0 | 1,310 | |
Conversion of debt instrument | $ 980 | ||
Convertible Notes Payable [Member] | |||
Non Cash Investing and Financing Activities: | |||
Conversion of debt instrument | $ 980 | $ 0 |