Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 29, 2019 | Aug. 13, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Staffing 360 Solutions, Inc. | |
Entity Central Index Key | 0001499717 | |
Current Fiscal Year End Date | --12-28 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | STAF | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 29, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock, Shares Outstanding | 8,680,148 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37575 | |
Entity Tax Identification Number | 680680859 | |
Entity Address, Address Line One | 641 Lexington Avenue | |
Entity Address, Address Line Two | Suite 2701 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | New York | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 646 | |
Local Phone Number | 507-5710 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 29, 2018 |
Current Assets: | ||
Cash | $ 1,411 | $ 3,181 |
Accounts receivable, net | 31,694 | 32,746 |
Prepaid expenses and other current assets | 1,563 | 1,197 |
Total Current Assets | 34,668 | 37,124 |
Property and equipment, net | 1,686 | 1,639 |
Intangible assets, net | 21,219 | 22,657 |
Goodwill | 32,061 | 32,061 |
Right of use asset - leases | 5,409 | |
Other assets | 3,410 | 2,956 |
Total Assets | 98,453 | 96,437 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 20,712 | 18,283 |
Payable - related party | 1,917 | 1,457 |
Current portion of debt | 657 | 657 |
Accounts receivable financing | 17,288 | 21,979 |
Lease liabilities, current | 1,724 | |
Other current liabilities | 7,021 | 9,642 |
Total Current Liabilities | 49,319 | 52,018 |
Term loan - related party, net | 34,870 | 34,568 |
Term loan | 639 | 997 |
Lease liabilities, non current | 3,791 | |
Other long-term liabilities | 3,939 | 4,659 |
Total Liabilities | 92,558 | 92,242 |
Commitments and contingencies | ||
Series E-1 Preferred Stock, 6,500 designated, $0.00001 par value, 405 and 81 shares issued and outstanding as of June 29, 2019 and December 29, 2018, respectively | 0 | 0 |
Staffing 360 Solutions, Inc. Equity: | ||
Common stock, $0.00001 par value, 40,000,000 and 20,000,000 shares authorized as of June 29, 2019 and December 29, 2018, respectively; 8,245,948 and 5,326,068 shares issued and outstanding, as of June 29, 2019 and December 29, 2018, respectively | 1 | 0 |
Additional paid in capital | 76,711 | 73,772 |
Accumulated other comprehensive income | 2,055 | 2,053 |
Accumulated deficit | (72,885) | (71,643) |
Total Stockholders' Equity | 5,895 | 4,195 |
Total Liabilities and Stockholders' Equity | 98,453 | 96,437 |
Series A Preferred Stock - Related Party [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series E Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | $ 13 | $ 13 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 29, 2019 | Dec. 29, 2018 |
Series E-1 Preferred Stock, Shares Designated | 6,500 | 6,500 |
Series E-1 Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Series E-1 Preferred Stock, Shares Issued | 405 | 81 |
Series E-1 Preferred Stock, Shares Outstanding | 405 | 81 |
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 40,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 8,245,948 | 5,326,068 |
Common Stock, Shares, Outstanding | 8,245,948 | 5,326,068 |
Series A Preferred Stock - Related Party [Member] | ||
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
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 |
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1 | $ 1 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Designated | 13,000 | 13,000 |
Preferred Stock, Shares Issued | 13,000 | 13,000 |
Preferred Stock, Shares Outstanding | 13,000 | 13,000 |
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Revenue | $ 73,495 | $ 59,727 | $ 147,324 | $ 115,518 |
Cost of Revenue, excluding depreciation and amortization stated below | 61,403 | 47,845 | 123,114 | 92,055 |
Gross Profit | 12,092 | 11,882 | 24,210 | 23,463 |
Operating Expenses: | ||||
Selling, general and administrative expenses | 10,700 | 11,030 | 21,191 | 22,218 |
Depreciation and amortization | 877 | 712 | 1,754 | 1,510 |
Total Operating Expenses | 11,577 | 11,742 | 22,945 | 23,728 |
Income (Loss) From Operations | 515 | 140 | 1,265 | (265) |
Other (Expenses) Income: | ||||
Interest expense and amortization of debt discount and deferred financing costs | (1,911) | (2,066) | (3,918) | (4,143) |
Gain in fair value of warrant liability | 0 | 341 | 0 | 879 |
Re-measurement loss on intercompany note | (368) | (721) | (17) | (146) |
Gain on sale of business | 0 | 238 | 0 | 238 |
Gain on settlement of deferred consideration | 0 | 0 | 847 | 0 |
Other (loss) income, net | (29) | (9) | 257 | 241 |
Total Other Expenses, net | (2,308) | (2,217) | (2,831) | (2,931) |
Loss Before Provision for Income Tax | (1,793) | (2,077) | (1,566) | (3,196) |
Benefit from income taxes | 322 | 233 | 324 | 81 |
Net Loss | (1,471) | (1,844) | (1,242) | (3,115) |
Net Loss Attributable to Common Stock Holders | $ (2,093) | $ (1,894) | $ (2,486) | $ (3,215) |
Basic and Diluted Loss per Share: | ||||
Net Loss Attributable to Common Stock Holders | $ (0.25) | $ (0.46) | $ (0.33) | $ (0.79) |
Weighted Average Shares Outstanding – Basic and Diluted | 8,337,066 | 4,142,309 | 7,625,834 | 4,063,316 |
Series A Preferred Stock - Related Party [Member] | ||||
Other (Expenses) Income: | ||||
Dividends - related party | $ 50 | $ 50 | $ 100 | $ 100 |
Series E Preferred Stock - Related Party [Member] | ||||
Other (Expenses) Income: | ||||
Dividends - related party | 390 | 0 | 780 | 0 |
Series E-1 Preferred Stock - Related Party [Member] | ||||
Other (Expenses) Income: | ||||
Dividends - related party | $ 182 | $ 0 | $ 364 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,471) | $ (1,844) | $ (1,242) | $ (3,115) |
Other Comprehensive loss | ||||
Foreign exchange translation adjustment | 620 | 1,254 | 2 | 338 |
Comprehensive Loss Attributable to the Company | $ (851) | $ (590) | $ (1,240) | $ (2,777) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Employees, Directors and Consultants [Member] | Clement May Limited [Member] | Series E-1 Preferred Stock - Related Party [Member] | Series A Preferred Stock - Related Party [Member] | Series E Preferred Stock [Member] | Preferred Stock [Member]Series E-1 Preferred Stock - Related Party [Member] | Preferred Stock [Member]Series A Preferred Stock - Related Party [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Employees, Directors and Consultants [Member] | Common Stock [Member]Clement May Limited [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Employees, Directors and Consultants [Member] | Additional Paid-in Capital [Member]Clement May Limited [Member] | Additional Paid-in Capital [Member]Series E-1 Preferred Stock - Related Party [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock - Related Party [Member] | Additional Paid-in Capital [Member]Series E Preferred Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance at Dec. 30, 2017 | $ (6,785) | $ 57,574 | $ 783 | $ (65,142) | ||||||||||||||||
Balance (in shares) at Dec. 30, 2017 | 1,663,008 | 3,909,114 | ||||||||||||||||||
Shares issued for services | $ 663 | $ 663 | ||||||||||||||||||
Shares issued for services, shares | 110,322 | |||||||||||||||||||
Shares issued to/for, Acquisition of business | $ 21 | $ 21 | ||||||||||||||||||
Shares issued to/for, Acquisition of business, shares | 15,000 | |||||||||||||||||||
Sale of common stock, net, shares | 362,980 | |||||||||||||||||||
At-Market-Facility, net | $ 609 | 609 | ||||||||||||||||||
At-Market-Facility, net, shares | 237,232 | |||||||||||||||||||
Additional shares issues on share split, shares | 426 | |||||||||||||||||||
Warrant adjustments | 547 | 547 | ||||||||||||||||||
Dividends - Preferred Stock - Related Party | $ (100) | $ (100) | ||||||||||||||||||
Foreign currency translation gain | 338 | 338 | ||||||||||||||||||
Net Loss | (3,115) | (3,115) | ||||||||||||||||||
Balance at Jun. 30, 2018 | (7,822) | 59,314 | 1,121 | (68,257) | ||||||||||||||||
Balance (in shares) at Jun. 30, 2018 | 1,663,008 | 4,272,094 | ||||||||||||||||||
Balance at Dec. 29, 2018 | $ 4,195 | $ 13 | 73,772 | 2,053 | (71,643) | |||||||||||||||
Balance (in shares) at Dec. 29, 2018 | 81 | 81 | ||||||||||||||||||
Balance at Dec. 29, 2018 | $ 0 | |||||||||||||||||||
Balance (in shares) at Dec. 29, 2018 | 1,663,008 | 13,000 | 5,326,068 | |||||||||||||||||
Shares issued for services | $ 423 | $ 423 | ||||||||||||||||||
Shares issued for services, shares | 17,200 | |||||||||||||||||||
Sale of common stock, net | $ 3,925 | $ 1 | 3,924 | |||||||||||||||||
Sale of common stock, net, shares | 2,919,880 | 2,902,680 | ||||||||||||||||||
Dividends - Preferred Stock - Related Party | $ (364) | $ (100) | $ (780) | $ (364) | $ (100) | $ (780) | ||||||||||||||
Dividends - Preferred Stock - Related Party (in shares) | (324) | |||||||||||||||||||
Dividends - Common Stock holders | $ (164) | (164) | ||||||||||||||||||
Foreign currency translation gain | 2 | 2 | ||||||||||||||||||
Net Loss | (1,242) | (1,242) | ||||||||||||||||||
Balance at Jun. 29, 2019 | $ 5,895 | $ 13 | $ 1 | $ 76,711 | $ 2,055 | $ (72,885) | ||||||||||||||
Balance (in shares) at Jun. 29, 2019 | 405 | 405 | ||||||||||||||||||
Balance at Jun. 29, 2019 | $ 0 | |||||||||||||||||||
Balance (in shares) at Jun. 29, 2019 | 1,663,008 | 13,000 | 8,245,948 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,242) | $ (3,115) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,754 | 1,510 |
Amortization of debt discount and deferred financing costs | 315 | 237 |
Gain in fair value of warrants | 0 | (879) |
Stock based compensation | 423 | 663 |
Gain on sale of business | 0 | (238) |
Gain on settlement of deferred consideration | (847) | 0 |
Re-measurement loss on intercompany note | 17 | 146 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,523) | 12,919 |
Prepaid expenses and other current assets | (365) | (57) |
Other assets | (454) | (58) |
Accounts payable and accrued expenses | 2,520 | 1,960 |
Interest payable - related party | (99) | (160) |
Other current liabilities | (58) | (88) |
Other long-term liabilities and other | 274 | 156 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (4,285) | 12,996 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of business, net of cash acquired | (1,910) | |
Disposal of business, net of cash | 1,968 | |
Purchase of property and equipment | (344) | (140) |
Collection of UK factoring facility deferred purchase price | 7,398 | 3,550 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 7,054 | 3,468 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of term loan | (348) | (254) |
Proceeds from term loan | 2,047 | |
Repayments on accounts receivable financing, net | (4,691) | (18,813) |
Dividends paid to related parties | (685) | (100) |
Dividends paid on common stock | (164) | |
Proceeds from sale of common stock | 4,914 | 629 |
Payments made for earn-outs | (2,573) | (165) |
Third party financing costs | (990) | (20) |
NET CASH USED IN FINANCING ACTIVITIES | (4,537) | (16,676) |
NET DECREASE IN CASH | (1,768) | (212) |
Effect of exchange rates on cash | (2) | (2) |
Cash - Beginning of period | 3,181 | 3,100 |
Cash - End of period | $ 1,411 | $ 2,886 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 29, 2019 | |
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, which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF,” on March 16, 2012. On June 15, 2017, the Company changed its state of domicile to Delaware. The Company effected a one-for-ten reverse stock split on September 17, 2015 and a one-for-five reverse stock split on January 3, 2018. All share and per share information in these consolidated financial statements has been retroactively adjusted to reflect these reverse stock splits. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 29, 2019 | |
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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 fiscal year ended December 29, 2018 are included in the Company’s December 29, 2018 Form 10-K (“Fiscal 2018”), filed with the United States Securities and Exchange Commission on March 25, 2019. 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 period ended June 29, 2019 are not necessarily indicative of results for the entire year ending December 28, 2019. This report is for the period December 30, 2018 to June 29, 2019 (“Q2 2019 YTD”), March 31, 2019 to June 29, 2019 (“Q2 2019”), December 31, 2017 to June 30, 2018 (“Q2 2018 YTD”) and April 1, 2018 to June 30, 2018 (“Q2 2018”). Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the quarter ended June 29, 2019, the Company has an accumulated deficit of $72,885 and a working capital deficit of $14,651. At June 29, 2019, we had total debt of $37,036 and $1,411 of cash on hand. We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, bonds, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, our note issued to Jackson Investment Group LLC includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson Investment Group LLC waivers of any non-compliance and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson Investment Group LLC refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately. Going concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has unsecured payments due in the next 12 months associated with historical acquisitions which are in excess of cash and cash equivalents on hand, in addition to funding operational growth and meeting debt service requirements. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Revenue Recognition On December 31, 2017, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of December 31, 2017 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was 20.5%, 2.52%, 20.7% and 11.1% for the period ending Q2 2019, Q2 2018, Q2 2019 YTD and Q2 2018 YTD, respectively. Foreign Currency The Company recorded a non cash foreign currency remeasurement loss of $368, $17, $721 and $146 in Q2 2019, Q2 2019 YTD, Q2 2018 and Q2 2018 YTD, respectively, associated with its U.S dollar denominated intercompany note. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The Company adopted this guidance effective December 30, 2018. 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 new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply i) the practical expedient which allows us to not separate lease and non-lease components, and (2) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. The adoption of the new standard resulted in the recognition of additional lease liabilities of approximately $5,515, and right-of-use assets of approximately $5,409 as of June 29, 2019 related to the Company’s operating leases. The new standard did not have a material impact to the Company’s consolidated statement of operations or consolidated statement of cash flows. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 29, 2019 | |
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/loss available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders (related parties) receive certain dividends or dividend equivalents that are considered participating securities and our loss per share is computed using the two-class method. For Q2 2019 and Q2 2018, pursuant to the two-class method, as a result of the net loss attributable to common stock holders, 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 equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes, unvested equity awards 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 June 29, 2019 and June 30, 2018 have not been included in the diluted earnings per share computations, as their inclusion would be anti dilutive due to the Company’s net loss as of June 29, 2019 and June 30, 2018: June 29, June 30, 2019 2018 Convertible preferred shares 7,590,585 43,239 Warrants 925,935 925,935 Restricted shares - unvested 512,010 565,932 Long term incentive plan (LTIP) 375,000 178,728 Options 79,560 125,400 Total 9,483,090 1,839,234 |
ACCOUNTS RECEIVABLE BASED FINAN
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES | 6 Months Ended |
Jun. 29, 2019 | |
Accounts Receivable Based Financing Activities [Abstract] | |
Accounts Receivable Based Financing Facilities | NOTE 4 – ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES HSBC Invoice Finance (UK) Ltd – New Facility On February 8, 2018, CBS Butler Holdings Limited (“CBS Butler”), Staffing 360 Solutions Limited On June 28, 2018, Clement May Limited (“CML”), the Company’s new subsidiary entered into a new agreement with a minimum term of 12 months for purchase of debt (“APD”) with HSBC, joining CBS Butler, Staffing 360 Solutions Limited and The JM Group (collectively, with CML, the “Borrowers”) as “Connected Clients” as defined in the APD. The new Connected Client APDs carry an aggregate Facility Limit of £20,000 across all Borrowers. The obligations of the Borrowers are secured by a fixed charge and a floating charge on the Borrowers’ respective accounts receivable and are subject to cross-company guarantees among the Borrowers. In addition, the secured borrowing line against unbilled receivables was increased to £1,500 for a period of 90 days. In July 2019, the aggregate Facility Limit was extended to £22,500 across all Borrowers. Under ASU 2016-16, “Statement of Cash Flows (Topic 230, Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force Midcap Funding Trust On August 2, 2019, the Company amended the facility with Midcap to allow for additional borrowing against the unbilled receivables by $1,000 to a cap of $2,300 and extended the maturity of the facility to August 2020. ABN AMRO Commercial Finance In conjunction with the HSBC Invoice Finance ( UK) Ltd – New Facility, on February 8, 2018, Staffing 360 Solutions Limited and The JM Group terminated its facility with ABN AMRO Commercial Finance and the remaining balance was paid in full. |
DEBT
DEBT | 6 Months Ended |
Jun. 29, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5 – DEBT June 29, December 29, 2019 2018 Jackson Investment Group - related party $ 35,740 $ 35,740 HSBC Term Loan 1,296 1,653 Total Debt, Gross 37,036 37,393 Less: Debt Discount and Deferred Financing Costs (870 ) (1,171 ) Total Debt, Net 36,166 36,222 Less: Current Portion, Net (657 ) (657 ) Total Long-Term Debt, Net $ 35,509 $ 35,565 The note issued to Jackson Investment Group LLC (“Jackson”) includes certain financial customary covenants, including a leverage ratio covenant. As of June 29, 2019, the Company was not in compliance with all covenant s. On August 8, 2019, the Company received a waiver from Jackson curing the non-compliance as of June 29, 2019. |
LEASES
LEASES | 6 Months Ended |
Jun. 29, 2019 | |
Leases [Abstract] | |
Leases | NOTE 6 – LEASES On December 30, 2018, the Company adopted ASC 842 using the modified retrospective transition approach allowed under ASU 2018-11 which releases companies from presenting comparative periods and related disclosures under ASC 842 and requires a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of June 29, 2019, as a result of the adoption of ASC 842, we have recorded a right of use (“ROU”) lease asset of approximately $5,409 with a corresponding lease liability of approximately $5,515 based on the present value of the minimum rental payments of such leases. The Company’s finance leases are immaterial both individually and in the aggregate. Quantitative information regarding the Company’s leases for the period ended June 29, 2019 is as follows: Lease Cost Classification Q2 2019 YTD Operating lease cost SG&A Expenses 860 Other information Weighted average remaining lease term (years) 3.8 Weighted average discount rate 6.4 % Future Lease Payments 2019 $ 917 2020 1,734 2021 1,432 2022 583 2023 326 Thereafter 1,464 $ 6,456 As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 29, 2019 | |
Stockholders Equity Note [Abstract] | |
Equity | NOTE 7 – EQUITY Common Stock The Company issued the following shares of common stock during the six month period ended June 29, 2019: Shares issued to/for: Number of Common Shares Issued Fair Value of Shares Issued Fair Value at Issuance (minimum and maximum per share) Equity raise 2,902,680 $ 4,914 $ 1.65 $ 2.00 Consultants 6,000 9 1.56 1.56 Board and Committee members 11,200 19 1.58 1.79 2,919,880 $ 4,942 The Company issued the following shares of common stock during the six month period ended June 30, 2018: Shares issued to/for: Number of Common Shares Issued Fair Value of Shares Issued Fair Value at Issuance (minimum and maximum per share) At-the-Market Facility 237,232 $ 629 $ 1.61 $ 3.59 Employees 85,000 137 1.61 1.61 Consultants 15,522 48 1.50 3.42 Acquisition 15,000 21 1.38 1.38 Board and Committee members 9,800 24 1.74 3.25 Reverse stock split (rounding up shares) 426 - - - 362,980 $ 859 Subsequent to June 29, 2019, the Company granted 5,600 shares of common stock valued at $9 to the board of directors. On July 30, 2019, the Company sold 428,600 shares of our common stock at $1.40 per share, pursuant to prospectus supplement dated April 11, 2019. On July 29, 2019, the Company entered into a Securities Purchase Agreement with an institutional purchaser pursuant to which the Company issued and sold to the Purchaser 428,600 shares of the Company’s Common Stock at a purchase price of $1.40 per share, for aggregate gross proceeds of approximately $600,040 before placement fees and estimated offering expenses. The offering of these shares of Common Stock were made under the Company’s shelf registration statement on Form S-3 (Registration No. 333-230503), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission on April 11, 2019. Restricted Shares The Company has issued shares to employees and board and committee members under its 2015 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan. Under these plans, the shares are restricted for a period of three years from issuance. As of June 29, 2019, the Company has a total of the Company’s stock price on the date of issuance. The impact of forfeitures has historically been immaterial to the financial statements. The Company recorded compensation expense associated with these restricted shares of $130, $275, $235 and $480, for the periods ended Q2 2019, Q2 2019 YTD, Q2 2018 and Q2 2018 YTD, respectively. Stock Options The Company recorded share based payment expense of $12, $36, $53 and $135 for the periods ended Q2 2019, Q2 2019 YTD, Q2 2018 and Q2 2018 YTD, respectively. Convertible Preferred Shares Series A Preferred Stock – Related Party In the periods ended Q2 2019, Q2 2019 YTD, Q2 2018 and Q2 2018 YTD, the Company paid $50, $100, $50 and $100, respectively, in dividends to its Series A preferred stock holders. The Company did not have any Series A dividends payable to preferred stock holders at the end of Q2 2019 YTD and Q2 2018 YTD. Series E Preferred Stock - Related Party The Series E Preferred Stock ranks senior to common stock and any other series or classes of preferred stock now or after issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock is initially convertible into 561.8 shares of our common stock at any time after October 31, 2020 or the occurrence of a Preferred Default. A holder of Series E Preferred Stock is not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into our common stock. Series E Preferred Stock is redeemable by the Company at any time at a price per share equal to the stated value ($1,000 per share) plus all accrued and unpaid dividends thereon. While the Series E Preferred Stock is outstanding, the Company is required to use the proceeds of any sales of equity securities, exclusively to redeem any outstanding shares of Series E Preferred Stock, except that the Company is permitted to use up to an aggregate of $3,000 of the gross proceeds from any equity offering completed on or before November 15, 2019 for working capital purposes. On January 22, 2019, the Company completed a registered direct offering of 387,500 common stock that generated $775 in gross proceeds that were used for working capital purposes. On February 12, 2019, the Company closed its previously announced firm commitment underwritten public offering in which, pursuant to an underwriting agreement between the Company and the underwriter, dated as of February 8, 2019, the Company issued and sold 2,425,000 shares of its common stock, at a public offering price of $1.65 per share. Notwithstanding the terms of the certificate of designations for Series E Preferred Stock, Jackson, the holder our outstanding shares of Series E Preferred Stock, did not require us to use the proceeds from our recent offerings in excess of $3,000 to redeem outstanding shares of the Series E Preferred Stock. Instead, we used such excess proceeds to make a terminal payment to the sellers of FirstPro Inc. in final settlement of all deferred consideration due under our asset purchase agreement with such sellers. As of June 29, 2019, 7,303,371 shares and 243,976 of common stock were issuable upon the potential conversion of Series E Preferred Stock and Series E-1 Preferred Stock, respectively. Due to the contingent nature of the cash redemption feature of the Series E-1 Preferred Stock, the Company classified the shares as mezzanine equity on the consolidated balance sheets. In the period ended Q2 2019, the Company paid $585 in dividends to its Series E preferred stock holders. Warrants The Company had accounted for certain warrants issued to Jackson as a liability under ASC 815-40 due to certain anti-dilution protection provisions. The warrants issued to Jackson are considered to be Level 3 liabilities under ASC 820. On April 25 2019 Long-Term Incentive Plan In January 2019, the Company’s Board approved the 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Board granted 375,000 units to adequately motivate the participants and drive performance for the period. Units vest upon the following: • 50% upon the employee being in good standing on December 31, 2020; and, • 50% upon the average share price of the Company’s common stock during the 90-day period leading up to December 31, 2020, based upon the following Vesting Rate table: Average 2019 Price Vesting Rate <$8 per share 0 >$8 per share Pro-rated >=$12 per share Full Vesting The Company performed a valuation of these units and determined them to be valued at $586 using a combination of Black-Sholes and Monte Carlo valuation models. The Company recorded share based expense of approximately $72 and $102 in Q2 2019 and Q2 2019 YTD in connection with these awards. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 29, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Earn-out Liabilities and Stock Value Guarantees Pursuant to the acquisition of CBS Butler on September 15, 2017, the purchase price includes an earn-out payment of up to £4,214 (payable in December 2018, based upon CBS Butler’s operating performance during the period September 1, 2017 through August 31, 2018) and deferred consideration of £150 less the aggregate amount of any net asset shortfall amount, if any, as determined pursuant to the acquisition agreements for the acquisition of CBS Butler. In September 2018, the Company paid the deferred consideration of £150 ($195). While the Company has recognized the liability for the contingent earn-out due the sellers of CBS Butler within current liabilities as of December 29, 2018, in March 2019 the Company filed a warranty claim against the sellers asserting certain misrepresentations for an amount which approximates the contingent earn-out. In April 2019, the sellers of CBS Butler responded denying the Company’s warranty claim and asserting that the earn-out amount is due. On July 5, 2019, the Company elling shareholders of CBS Butler for the full and final satisfaction of claims in exchange for a payment of approximately 2,150 Pursuant to the acquisition of FirstPro Inc., on September 15, 2017, the purchase price includes deferred quarterly installments of $75 beginning on October 1, 2017, and $2,675 is payable annually in three equal installments beginning on September 15, 2018. On March 1, 2019, the Company paid $1,125 in full satisfaction of the remaining liability, recognizing a gain of $847. Pursuant to the acquisition of CML on June 28, 2018, the purchase price includes an earnout payment of up to £500 to be paid on or around December 28, 2019; and deferred consideration of £350, the amount to be calculated and paid pursuant to the Share Purchase Agreement, on or around June 28, 2019. The Company paid deferred consideration of £350 ($444) on June 26, 2019. Pursuant to the acquisition of Key Resources Inc. (“KRI”) on August 27, 2018, the purchase price includes earnout consideration payable to the seller of $2,027 and $2,027 on August 27, 2019 and August 27, 2020, respectively. The payment of the earnout consideration is contingent on KRI’s achievement of certain trailing gross profit amounts. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 29, 2019 | |
Segments Geographical Areas [Abstract] | |
SEGMENTS | NOTE 9 – SEGMENTS The Company generated revenue and gross profit by segment as follows: Q2 2019 Q2 2018 Q2 2019 YTD Q2 2018 YTD Commercial Staffing - US $ 32,553 $ 23,549 $ 62,638 $ 44,945 Professional Staffing - US 9,481 14,066 19,061 28,733 Professional Staffing - UK 31,461 22,112 65,625 41,840 Total Revenue $ 73,495 $ 59,727 $ 147,324 $ 115,518 Commercial Staffing - US $ 5,085 $ 3,917 $ 9,715 $ 7,815 Professional Staffing - US 3,491 4,214 7,205 8,199 Professional Staffing - UK 3,516 3,751 7,290 7,449 Total Gross Profit $ 12,092 $ 11,882 $ 24,210 $ 23,463 Selling, general and administrative expenses $ (10,700 ) $ (11,030 ) $ (21,191 ) $ (22,218 ) Depreciation and amortization (877 ) (712 ) (1,754 ) (1,510 ) Interest expense and amortization of debt discount and deferred financing costs (1,911 ) (2,066 ) (3,918 ) (4,143 ) Gain in fair value of warrant liability — 341 — 879 Re-measurement loss on intercompany note (368 ) (721 ) (17 ) (146 ) Gain on sale of business — 238 — 238 Gain on settlement of deferred consideration — — 847 — Other income, net (29 ) (9 ) 257 241 Loss Before Provision for Income Tax $ (1,793 ) $ (2,077 ) $ (1,566 ) $ (3,196 ) The following table disaggregates revenues by segments: Q2 2019 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 32 $ 1,596 $ 766 $ 2,394 Temporary Revenue 32,521 7,885 30,695 71,101 Total $ 32,553 $ 9,481 $ 31,461 $ 73,495 Q2 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 43 $ 1,666 $ 1,180 $ 2,889 Temporary Revenue 23,506 12,400 20,932 56,838 Total $ 23,549 $ 14,066 $ 22,112 $ 59,727 Q2 2019 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 97 $ 3,477 $ 1,651 $ 5,225 Temporary Revenue 62,541 15,584 63,974 142,099 Total $ 62,638 $ 19,061 $ 65,625 $ 147,324 Q2 2018 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 115 $ 3,173 $ 2,395 $ 5,683 Temporary Revenue 44,830 25,560 39,445 109,835 Total $ 44,945 $ 28,733 $ 41,840 $ 115,518 As of June 29, 2019 and December 29, 2018, the Company has assets in the U.S., the U.K. and Canada as follows: June 29, December 29, 2019 2018 United States $ 72,878 $ 70,267 United Kingdom 25,448 26,047 Canada 127 123 Total Assets $ 98,453 $ 96,437 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 29, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 10 – ACQUISITIONS The following unaudited pro forma consolidated results of operations have been prepared, as if the acquisition of KRI and CML were acquired on January 1, 2017. Q2 2018 Q2 2018 YTD Revenues $ 80,450 $ 157,252 Net loss from continuing operations (1,851 ) (3,124 ) Included in revenues for Q2 2018 and Q2 2018 YTD, is $3,316 and $7,653 associated with PeopleServe Inc., which was disposed in June 2018. |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 29, 2019 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 11 – OTHER RELATED PARTY TRANSACTIONS In addition to the Series E and Series E-1 Preferred Shares and notes issued to Jackson, the following are other related party transactions: Board and Committee Members The Company had the following activity with its Board and Committee Members: Q2 2019 Q2 2018 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 19 1,400 $ 2 $ 7 $ 19 1,400 $ 2 $ 20 Jeff Grout 19 1,400 2 7 19 1,400 2 20 Nick Florio 19 1,400 2 7 19 1,400 2 20 Alicia Barker — 1,400 2 2 19 1,400 2 — $ 57 5,600 $ 8 $ 23 $ 76 5,600 $ 8 $ 60 Q2 2019 YTD Q2 2018 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 38 2,800 $ 5 $ 15 $ 38 2,800 $ 7 $ 40 Jeff Grout 38 2,800 5 15 38 2,800 7 40 Nick Florio 38 2,800 5 15 38 2,800 7 40 Alicia Barker - 2,800 5 2 19 1,400 2 - $ 114 11,200 $ 20 $ 47 $ 133 9,800 $ 23 $ 120 The Briand Separation Agreement Matthew Briand, the Company’s former employee, board member and officer, resigned from his positions with the Company and subsidiaries. The Company entered into an agreement (the “Briand Separation Agreement”) with Mr. Briand dated December 21, 2017, with an effective date (“Separation Date”) of January 31, 2018, pursuant to which Mr. Briand may provide advisory services, if requested by the Company, through the effective date. The Company paid approximately $190 in Q2 2019 YTD to Mr. Briand in full settlement of his separation agreement. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 29, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION Q2 2019 YTD Q2 2018 YTD Cash paid for: Interest $ 4,195 $ 3,360 Income taxes 109 98 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 7,569 $ 3,585 Shares issued in connection with acquisition of business - 21 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 29, 2019 | |
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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 fiscal year ended December 29, 2018 are included in the Company’s December 29, 2018 Form 10-K (“Fiscal 2018”), filed with the United States Securities and Exchange Commission on March 25, 2019. 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 period ended June 29, 2019 are not necessarily indicative of results for the entire year ending December 28, 2019. This report is for the period December 30, 2018 to June 29, 2019 (“Q2 2019 YTD”), March 31, 2019 to June 29, 2019 (“Q2 2019”), December 31, 2017 to June 30, 2018 (“Q2 2018 YTD”) and April 1, 2018 to June 30, 2018 (“Q2 2018”). |
Liquidity | Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the quarter ended June 29, 2019, the Company has an accumulated deficit of $72,885 and a working capital deficit of $14,651. At June 29, 2019, we had total debt of $37,036 and $1,411 of cash on hand. We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, bonds, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, our note issued to Jackson Investment Group LLC includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson Investment Group LLC waivers of any non-compliance and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson Investment Group LLC refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately. |
Going concern | Going concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has unsecured payments due in the next 12 months associated with historical acquisitions which are in excess of cash and cash equivalents on hand, in addition to funding operational growth and meeting debt service requirements. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
Revenue Recognition | Revenue Recognition On December 31, 2017, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of December 31, 2017 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. |
Reclassifications | Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
Income Taxes | Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was 20.5%, 2.52%, 20.7% and 11.1% for the period ending Q2 2019, Q2 2018, Q2 2019 YTD and Q2 2018 YTD, respectively. |
Foreign Currency | Foreign Currency The Company recorded a non cash foreign currency remeasurement loss of $368, $17, $721 and $146 in Q2 2019, Q2 2019 YTD, Q2 2018 and Q2 2018 YTD, respectively, associated with its U.S dollar denominated intercompany note. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The Company adopted this guidance effective December 30, 2018. 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 new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply i) the practical expedient which allows us to not separate lease and non-lease components, and (2) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. The adoption of the new standard resulted in the recognition of additional lease liabilities of approximately $5,515, and right-of-use assets of approximately $5,409 as of June 29, 2019 related to the Company’s operating leases. The new standard did not have a material impact to the Company’s consolidated statement of operations or consolidated statement of cash flows. |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Common Share Equivalent Not Included in Diluted Earnings per Share Computations | 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 equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes, unvested equity awards 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 June 29, 2019 and June 30, 2018 have not been included in the diluted earnings per share computations, as their inclusion would be anti dilutive due to the Company’s net loss as of June 29, 2019 and June 30, 2018: June 29, June 30, 2019 2018 Convertible preferred shares 7,590,585 43,239 Warrants 925,935 925,935 Restricted shares - unvested 512,010 565,932 Long term incentive plan (LTIP) 375,000 178,728 Options 79,560 125,400 Total 9,483,090 1,839,234 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | June 29, December 29, 2019 2018 Jackson Investment Group - related party $ 35,740 $ 35,740 HSBC Term Loan 1,296 1,653 Total Debt, Gross 37,036 37,393 Less: Debt Discount and Deferred Financing Costs (870 ) (1,171 ) Total Debt, Net 36,166 36,222 Less: Current Portion, Net (657 ) (657 ) Total Long-Term Debt, Net $ 35,509 $ 35,565 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Leases | Quantitative information regarding the Company’s leases for the period ended June 29, 2019 is as follows: Lease Cost Classification Q2 2019 YTD Operating lease cost SG&A Expenses 860 |
Lessee Operating Lease Liability Maturity and Other Information | Other information Weighted average remaining lease term (years) 3.8 Weighted average discount rate 6.4 % Future Lease Payments 2019 $ 917 2020 1,734 2021 1,432 2022 583 2023 326 Thereafter 1,464 $ 6,456 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | The Company issued the following shares of common stock during the six month period ended June 29, 2019: Shares issued to/for: Number of Common Shares Issued Fair Value of Shares Issued Fair Value at Issuance (minimum and maximum per share) Equity raise 2,902,680 $ 4,914 $ 1.65 $ 2.00 Consultants 6,000 9 1.56 1.56 Board and Committee members 11,200 19 1.58 1.79 2,919,880 $ 4,942 The Company issued the following shares of common stock during the six month period ended June 30, 2018: Shares issued to/for: Number of Common Shares Issued Fair Value of Shares Issued Fair Value at Issuance (minimum and maximum per share) At-the-Market Facility 237,232 $ 629 $ 1.61 $ 3.59 Employees 85,000 137 1.61 1.61 Consultants 15,522 48 1.50 3.42 Acquisition 15,000 21 1.38 1.38 Board and Committee members 9,800 24 1.74 3.25 Reverse stock split (rounding up shares) 426 - - - 362,980 $ 859 |
Summary of Relationship Between Performance and the Vesting Rate | Average 2019 Price Vesting Rate <$8 per share 0 >$8 per share Pro-rated >=$12 per share Full Vesting |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenue Assets by Geographical Segment | The Company generated revenue and gross profit by segment as follows: Q2 2019 Q2 2018 Q2 2019 YTD Q2 2018 YTD Commercial Staffing - US $ 32,553 $ 23,549 $ 62,638 $ 44,945 Professional Staffing - US 9,481 14,066 19,061 28,733 Professional Staffing - UK 31,461 22,112 65,625 41,840 Total Revenue $ 73,495 $ 59,727 $ 147,324 $ 115,518 Commercial Staffing - US $ 5,085 $ 3,917 $ 9,715 $ 7,815 Professional Staffing - US 3,491 4,214 7,205 8,199 Professional Staffing - UK 3,516 3,751 7,290 7,449 Total Gross Profit $ 12,092 $ 11,882 $ 24,210 $ 23,463 Selling, general and administrative expenses $ (10,700 ) $ (11,030 ) $ (21,191 ) $ (22,218 ) Depreciation and amortization (877 ) (712 ) (1,754 ) (1,510 ) Interest expense and amortization of debt discount and deferred financing costs (1,911 ) (2,066 ) (3,918 ) (4,143 ) Gain in fair value of warrant liability — 341 — 879 Re-measurement loss on intercompany note (368 ) (721 ) (17 ) (146 ) Gain on sale of business — 238 — 238 Gain on settlement of deferred consideration — — 847 — Other income, net (29 ) (9 ) 257 241 Loss Before Provision for Income Tax $ (1,793 ) $ (2,077 ) $ (1,566 ) $ (3,196 ) The following table disaggregates revenues by segments: Q2 2019 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 32 $ 1,596 $ 766 $ 2,394 Temporary Revenue 32,521 7,885 30,695 71,101 Total $ 32,553 $ 9,481 $ 31,461 $ 73,495 Q2 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 43 $ 1,666 $ 1,180 $ 2,889 Temporary Revenue 23,506 12,400 20,932 56,838 Total $ 23,549 $ 14,066 $ 22,112 $ 59,727 Q2 2019 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 97 $ 3,477 $ 1,651 $ 5,225 Temporary Revenue 62,541 15,584 63,974 142,099 Total $ 62,638 $ 19,061 $ 65,625 $ 147,324 Q2 2018 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 115 $ 3,173 $ 2,395 $ 5,683 Temporary Revenue 44,830 25,560 39,445 109,835 Total $ 44,945 $ 28,733 $ 41,840 $ 115,518 As of June 29, 2019 and December 29, 2018, the Company has assets in the U.S., the U.K. and Canada as follows: June 29, December 29, 2019 2018 United States $ 72,878 $ 70,267 United Kingdom 25,448 26,047 Canada 127 123 Total Assets $ 98,453 $ 96,437 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
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 KRI and CML were acquired on January 1, 2017. Q2 2018 Q2 2018 YTD Revenues $ 80,450 $ 157,252 Net loss from continuing operations (1,851 ) (3,124 ) |
OTHER RELATED PARTY TRANSACTI_2
OTHER RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Other Related Party Transactions | The Company had the following activity with its Board and Committee Members: Q2 2019 Q2 2018 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 19 1,400 $ 2 $ 7 $ 19 1,400 $ 2 $ 20 Jeff Grout 19 1,400 2 7 19 1,400 2 20 Nick Florio 19 1,400 2 7 19 1,400 2 20 Alicia Barker — 1,400 2 2 19 1,400 2 — $ 57 5,600 $ 8 $ 23 $ 76 5,600 $ 8 $ 60 Q2 2019 YTD Q2 2018 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 38 2,800 $ 5 $ 15 $ 38 2,800 $ 7 $ 40 Jeff Grout 38 2,800 5 15 38 2,800 7 40 Nick Florio 38 2,800 5 15 38 2,800 7 40 Alicia Barker - 2,800 5 2 19 1,400 2 - $ 114 11,200 $ 20 $ 47 $ 133 9,800 $ 23 $ 120 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 29, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | Q2 2019 YTD Q2 2018 YTD Cash paid for: Interest $ 4,195 $ 3,360 Income taxes 109 98 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 7,569 $ 3,585 Shares issued in connection with acquisition of business - 21 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | Jan. 03, 2018 | Sep. 17, 2015 | Jun. 29, 2019 |
Business Combinations [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | one-for-ten reverse stock split on September 17, 2015 and a one-for-five reverse stock split on January 3, 2018 | ||
Reverse stock split, ratio | 0.2 | 0.1 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Jun. 26, 2019 | Dec. 29, 2018 | |
Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ 72,885 | $ 72,885 | $ 71,643 | |||
Working capital deficit | 14,651 | 14,651 | ||||
Debt instrument carrying amount | 37,036 | 37,036 | $ 37,036 | 37,393 | ||
Cash | 1,411 | 1,411 | $ 3,181 | |||
Revenue | $ 73,495 | $ 59,727 | $ 147,324 | $ 115,518 | ||
Effective income tax rate | 20.50% | 2.52% | 20.70% | 11.10% | ||
Foreign currency remeasurement loss | $ 368 | $ 721 | $ 17 | $ 146 | ||
Operating lease, right-of-use asset | 5,409 | 5,409 | ||||
ASU 2016-02 Leases [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Operating lease, liability | 5,515 | 5,515 | ||||
Operating lease, right-of-use asset | 5,409 | 5,409 | ||||
Temporary Contractor Revenue [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Revenue | 71,101 | 56,838 | 142,099 | 109,835 | ||
Permanent Placement Revenue [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Revenue | $ 2,394 | $ 2,889 | $ 5,225 | $ 5,683 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Shares Included In Computation Of Diluted Earnings Per Share [Line Items] | ||
Convertible preferred shares | 7,590,585 | 43,239 |
Warrants | 925,935 | 925,935 |
Total | 9,483,090 | 1,839,234 |
Long term incentive plan (LTIP) [Member] | ||
Shares Included In Computation Of Diluted Earnings Per Share [Line Items] | ||
Share-based compensation | 375,000 | 178,728 |
Restricted shares - unvested [Member] | ||
Shares Included In Computation Of Diluted Earnings Per Share [Line Items] | ||
Share-based compensation | 512,010 | 565,932 |
Options [Member] | ||
Shares Included In Computation Of Diluted Earnings Per Share [Line Items] | ||
Share-based compensation | 79,560 | 125,400 |
ACCOUNTS RECEIVABLE BASED FIN_2
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES- HSBC Invoice Finance (UK) Ltd New Facility (Details Textual) - CBS Butler Holdings Limited, Staffing 360 Solutions Limited and The JM Group [Member] - HSBC Invoice Finance (UK) Ltd - New Facility [Member] | Jun. 28, 2018GBP (£) | Feb. 08, 2018GBP (£)Subsidiary | Jul. 31, 2019GBP (£) |
Accounts Receivable Based Financing Activities [Line Items] | |||
Lending facility | £ 11,500,000 | ||
Number of subsidiaries | Subsidiary | 3 | ||
Factoring Arrangement Advance Percentage Eligible Receivable | 90.00% | ||
Percentage of secured borrowing line of unbilled receivables | 70.00% | ||
Unbilled receivables, maximum secured borrowing | £ 1,000,000 | ||
Arrangement initial term | 12 months | ||
Arrangement automatic rolling extension period | 3 months | ||
Percentage of service charge | 1.80% | ||
Clement May Limited [Member] | |||
Accounts Receivable Based Financing Activities [Line Items] | |||
Minimum agreement term for purchase of debt | 12 months | ||
Clement May Limited [Member] | Agreement Purchase Debt [Member] | |||
Accounts Receivable Based Financing Activities [Line Items] | |||
Lending facility | £ 20,000,000 | £ 22,500,000 | |
Unbilled receivables, maximum secured borrowing | £ 1,500,000 | ||
Unbilled receivables period | 90 days |
ACCOUNTS RECEIVABLE BASED FIN_3
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES - Midcap Funding Trust (Details Textual) - Amended Midcap Facility [Member] | Aug. 02, 2019USD ($) |
Accounts Receivable Based Financing Activities [Line Items] | |
Unbilled receivables, minimum incremental borrowing | $ 1,000,000 |
Unbilled receivables, maximum incremental borrowing | $ 2,300,000 |
Line of credit facility, extended maturity period | 2020-08 |
ACCOUNTS RECEIVABLE BASED FIN_4
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES - ABN AMRO Commercial Finance (Details Textual) | 6 Months Ended |
Jun. 29, 2019 | |
Accounts Receivable Financing [Member] | |
Accounts Receivable Based Financing Activities [Line Items] | |
Line of Credit Facility, Maturity Date | Feb. 8, 2018 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Jun. 29, 2019 | Jun. 26, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | |||
Debt instrument | $ 37,036 | $ 37,036 | $ 37,393 |
Less: Debt Discount and Deferred Financing Costs | (870) | (1,171) | |
Total Debt, Net | 36,166 | 36,222 | |
Less: Current Portion, Net | $ (657) | (657) | (657) |
Total Long-Term Debt, Net | 35,509 | 35,565 | |
HSBC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument | 1,296 | 1,653 | |
Jackson Investment Group - related party [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument | $ 35,740 | $ 35,740 |
LEASES (Details Textual)
LEASES (Details Textual) $ in Thousands | Jun. 29, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Operating lease, right-of-use asset | $ 5,409 |
ASU 2016-02 Leases [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease, right-of-use asset | 5,409 |
Operating lease, liability | $ 5,515 |
LEASES (Details)
LEASES (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2019USD ($) | |
SG&A Expenses [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease cost | $ 860 |
LEASES (Details1)
LEASES (Details1) $ in Thousands | Jun. 29, 2019USD ($) |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 3 years 9 months 18 days |
Weighted average discount rate | 6.40% |
Future Lease Payments | |
2019 | $ 917 |
2020 | 1,734 |
2021 | 1,432 |
2022 | 583 |
2023 | 326 |
Thereafter | 1,464 |
Total | $ 6,456 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 2,919,880 | 362,980 |
Fair Value of Shares Issued | $ 4,942 | $ 859 |
Acquisition [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 15,000 | |
Fair Value of Shares Issued | $ 21 | |
Minimum [Member] | Acquisition [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.38 | |
Maximum [Member] | Acquisition [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.38 | |
Equity Raise [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 2,902,680 | |
Fair Value of Shares Issued | $ 4,914 | |
Equity Raise [Member] | Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.65 | |
Equity Raise [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 2 | |
At-the-Market Facility [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 237,232 | |
Fair Value of Shares Issued | $ 629 | |
At-the-Market Facility [Member] | Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.61 | |
At-the-Market Facility [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 3.59 | |
Reverse Stock Split [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 426 | |
Consultants [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 6,000 | 15,522 |
Fair Value of Shares Issued | $ 9 | $ 48 |
Consultants [Member] | Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.56 | $ 1.50 |
Consultants [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.56 | $ 3.42 |
Board and Committee members [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 11,200 | 9,800 |
Fair Value of Shares Issued | $ 19 | $ 24 |
Board and Committee members [Member] | Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.58 | $ 1.74 |
Board and Committee members [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.79 | $ 3.25 |
Employees [Member] | ||
Stockholders Equity [Line Items] | ||
Number of Common Shares Issued | 85,000 | |
Fair Value of Shares Issued | $ 137 | |
Employees [Member] | Minimum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.61 | |
Employees [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Fair Value at Issuance (per share) | $ 1.61 |
EQUITY - Common Stock (Details
EQUITY - Common Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Aug. 09, 2019 | Jul. 30, 2019 | Jul. 29, 2019 | Jun. 29, 2019 | Jun. 30, 2018 |
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 2,919,880 | 362,980 | |||
Stock issued | $ 4,942 | $ 859 | |||
Gross proceeds from issuance of common stock | $ 4,914 | $ 629 | |||
Subsequent Event [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 428,600 | ||||
Shares Issued, price per share | $ 1.40 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 428,600 | ||||
Shares Issued, price per share | $ 1.40 | ||||
Gross proceeds from issuance of common stock | $ 600,040 | ||||
Subsequent Event [Member] | Board of Directors [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 5,600 | ||||
Stock issued | $ 9 |
EQUITY - Restricted Shares (Det
EQUITY - Restricted Shares (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Stockholders Equity [Line Items] | ||||
Stock based compensation | $ 423 | $ 663 | ||
2015 And 2016 Omnibus Incentive Plan [Member] | Restricted Shares [Member] | ||||
Stockholders Equity [Line Items] | ||||
Share-based compensation restricted period | 3 years | |||
Stock based compensation | $ 130 | $ 235 | $ 275 | $ 480 |
2015 And 2016 Omnibus Incentive Plan [Member] | Employees and Board and Committee Members [Member] | Restricted Shares [Member] | ||||
Stockholders Equity [Line Items] | ||||
Shares issued | 512,010 |
EQUITY - Stock Options (Details
EQUITY - Stock Options (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Stockholders Equity [Line Items] | ||||
Stock based compensation | $ 423 | $ 663 | ||
Stock Options [Member] | ||||
Stockholders Equity [Line Items] | ||||
Stock based compensation | $ 12 | $ 53 | $ 36 | $ 135 |
EQUITY - Series A Preferred Sto
EQUITY - Series A Preferred Stock (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Stockholders Equity [Line Items] | ||||
Dividends paid | $ 685,000 | $ 100,000 | ||
Series A Preferred Stock - Related Party [Member] | ||||
Stockholders Equity [Line Items] | ||||
Dividends paid | $ 50,000 | $ 50,000 | 100,000 | 100,000 |
Preferred stock accrued dividends | $ 0 | $ 0 | $ 0 | $ 0 |
EQUITY - Series E Preferred Sto
EQUITY - Series E Preferred Stock (Details Textual) - USD ($) | Feb. 08, 2019 | Jan. 22, 2019 | Jun. 29, 2019 | Jun. 29, 2019 | Jun. 30, 2018 |
Stockholders Equity [Line Items] | |||||
Common stock shares issued | 2,919,880 | 362,980 | |||
Gross proceeds from issuance of common stock | $ 4,914,000 | $ 629,000 | |||
Fair Value of Shares Issued | 4,942,000 | 859,000 | |||
Dividends paid | $ 685,000 | $ 100,000 | |||
Series E Preferred Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Convertible preferred stock, shares issued upon conversion | 561.8 | 561.8 | |||
Convertible preferred stock, term | Each share of Series E Preferred Stock is initially convertible into 561.8 shares of our common stock at any time after October 31, 2020 or the occurrence of a Preferred Default. A holder of Series E Preferred Stock is not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into our common stock. | ||||
Preferred stock, stated value per share | $ 1,000 | $ 1,000 | |||
Fair Value of Shares Issued | $ 2,425,000 | ||||
Shares Issued, price per share | $ 1.65 | ||||
Proceeds from offering in excess to redeem preferred stock | $ 3,000,000 | ||||
Common stock issued to holder | 7,303,371 | ||||
Dividends paid | $ 585,000 | ||||
Series E Preferred Stock [Member] | Registered Direct Offering [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common stock shares issued | 387,500 | ||||
Gross proceeds from issuance of common stock | $ 775,000 | ||||
Series E Preferred Stock [Member] | Maximum [Member] | |||||
Stockholders Equity [Line Items] | |||||
Gross proceeds from equity offering | $ 3,000,000 | ||||
Series E1 Preferred Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common stock issued to holder | 243,976 |
EQUITY - Warrants (Details Text
EQUITY - Warrants (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Stockholders Equity [Line Items] | |||||
Change in fair value of warrant liability | $ 0 | $ 341 | $ 0 | $ 879 | |
Level 3 [Member] | |||||
Stockholders Equity [Line Items] | |||||
Change in fair value of warrant liability | $ 341 | $ 879 |
EQUITY - Long-Term Incentive Pl
EQUITY - Long-Term Incentive Plan (Details Textual) - 2019 Long-Term Incentive Plan [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2019 | Jun. 29, 2019 | Jun. 29, 2019 | |
Stockholders Equity [Line Items] | |||
Stock options granted | 375,000 | ||
Units vesting upon employees being in good standing, Percentages | 50.00% | ||
Units vesting upon average share price, Percentages | 50.00% | ||
Stock based compensation expenses | $ 72 | $ 102 | |
Long term incentive plan determined value | $ 586 |
EQUITY (Details 2)
EQUITY (Details 2) - 2019 Long-Term Incentive Plan [Member] | 6 Months Ended |
Jun. 29, 2019$ / shares | |
Less Than 8 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate | 0.00% |
Less Than 8 Per Share [Member] | Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average share price | $ 8 |
More Than 8 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate, Description | Pro-rated |
More Than 8 Per Share [Member] | Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average share price | $ 8 |
More Than or Equal to 12 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate, Description | Full Vesting |
Average share price | $ 12 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) $ in Thousands | Jul. 26, 2019GBP (£) | Jul. 05, 2019GBP (£) | Mar. 01, 2019USD ($) | Sep. 29, 2018USD ($) | Sep. 29, 2018GBP (£) | Jun. 29, 2019USD ($) | Jun. 29, 2019GBP (£) | Jun. 29, 2019USD ($) | Jun. 29, 2019GBP (£) | Jun. 30, 2018USD ($) | Jun. 26, 2019GBP (£) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($) | Jun. 28, 2018GBP (£) | Sep. 15, 2017USD ($)Installment | Sep. 15, 2017GBP (£)Installment |
Commitments And Contingencies [Line Items] | ||||||||||||||||
Payment towards earnout | $ 2,573 | $ 165 | ||||||||||||||
CBS Butler [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination deferred consideration | £ | £ 150,000 | |||||||||||||||
Business combination earn-out payment payable month and year | 2018-12 | 2018-12 | ||||||||||||||
Business combination deferred consideration paid | $ 195 | £ 150,000 | ||||||||||||||
Payment towards earnout | $ 929 | £ 732,000 | ||||||||||||||
Gain on final settlement of litigation | $ 1,250 | £ 1,000,000 | ||||||||||||||
CBS Butler [Member] | Subsequent Event [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Accrual final payments | £ | £ 2,500,000 | £ 2,150,000 | ||||||||||||||
CBS Butler [Member] | Maximum [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination earn-out payment | £ | £ 4,214,000 | |||||||||||||||
FirstPro [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business acquisition cost of acquired entity each quarterly installment payment | $ 75 | |||||||||||||||
Business acquisition cost of acquired entity annual equal installment payment | $ 2,675 | |||||||||||||||
Business combination number of equal annual installments. | Installment | 3 | 3 | ||||||||||||||
Business acquisition quarterly installment payment beginning date | Oct. 1, 2017 | Oct. 1, 2017 | ||||||||||||||
Business acquisition annual equal installment payment beginning date | Sep. 15, 2018 | Sep. 15, 2018 | ||||||||||||||
Business combination remaining liability paid | $ 1,125 | |||||||||||||||
Business combination purchase gain recognized | $ 847 | |||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444 | £ 350,000 | |||||||||||||
Clement May Limited [Member] | Maximum [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination earn-out payment | £ | £ 500,000 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination, earnout consideration payable | $ 2,027 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Business combination, earnout consideration payable | $ 2,027 |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | Dec. 29, 2018 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | $ 73,495 | $ 59,727 | $ 147,324 | $ 115,518 | |
Total Gross Profit | 12,092 | 11,882 | 24,210 | 23,463 | |
Selling, general and administrative expenses | (10,700) | (11,030) | (21,191) | (22,218) | |
Depreciation and amortization | (877) | (712) | (1,754) | (1,510) | |
Interest expense and amortization of debt discount and deferred financing costs | (1,911) | (2,066) | (3,918) | (4,143) | |
Gain in fair value of warrant liability | 0 | 341 | 0 | 879 | |
Re-measurement loss on intercompany note | (368) | (721) | (17) | (146) | |
Gain on sale of business | 0 | 238 | 0 | 238 | |
Gain on settlement of deferred consideration | 0 | 0 | 847 | 0 | |
Other income, net | (29) | (9) | 257 | 241 | |
Loss Before Provision for Income Tax | (1,793) | (2,077) | (1,566) | (3,196) | |
Total Assets | 98,453 | 98,453 | $ 96,437 | ||
UNITED STATES [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | 72,878 | 72,878 | 70,267 | ||
UNITED STATES [Member] | Commercial Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 32,553 | 23,549 | 62,638 | 44,945 | |
Total Gross Profit | 5,085 | 3,917 | 9,715 | 7,815 | |
UNITED STATES [Member] | Professional Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 9,481 | 14,066 | 19,061 | 28,733 | |
Total Gross Profit | 3,491 | 4,214 | 7,205 | 8,199 | |
UNITED KINGDOM [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | 25,448 | 25,448 | 26,047 | ||
UNITED KINGDOM [Member] | Professional Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 31,461 | 22,112 | 65,625 | 41,840 | |
Total Gross Profit | 3,516 | $ 3,751 | 7,290 | $ 7,449 | |
CANADA [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | $ 127 | $ 127 | $ 123 |
SEGMENTS (Details 1)
SEGMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 73,495 | $ 59,727 | $ 147,324 | $ 115,518 |
Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 71,101 | 56,838 | 142,099 | 109,835 |
Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 2,394 | 2,889 | 5,225 | 5,683 |
UNITED STATES [Member] | Commercial Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 32,553 | 23,549 | 62,638 | 44,945 |
UNITED STATES [Member] | Commercial Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 32,521 | 23,506 | 62,541 | 44,830 |
UNITED STATES [Member] | Commercial Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 32 | 43 | 97 | 115 |
UNITED STATES [Member] | Professional Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 9,481 | 14,066 | 19,061 | 28,733 |
UNITED STATES [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 7,885 | 12,400 | 15,584 | 25,560 |
UNITED STATES [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 1,596 | 1,666 | 3,477 | 3,173 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 31,461 | 22,112 | 65,625 | 41,840 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 30,695 | 20,932 | 63,974 | 39,445 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 766 | $ 1,180 | $ 1,651 | $ 2,395 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - KRI and CML [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||
Revenues | $ 80,450 | $ 157,252 |
Net loss from continuing operations | $ (1,851) | $ (3,124) |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
PeopleServe Inc [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | $ 3,316 | $ 7,653 |
OTHER RELATED PARTY TRANSACTI_3
OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2019 | Jun. 30, 2018 | Jun. 29, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Compensation Expense Recognized | $ 423 | $ 663 | ||
Board and Committee members [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 57 | $ 76 | $ 114 | $ 133 |
Shares Issued | 5,600 | 5,600 | 11,200 | 9,800 |
Value of Shares Issued | $ 8 | $ 8 | $ 20 | $ 23 |
Compensation Expense Recognized | 23 | 60 | 47 | 120 |
Board and Committee members [Member] | Dimitri Villard [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 38 | $ 38 |
Shares Issued | 1,400 | 1,400 | 2,800 | 2,800 |
Value of Shares Issued | $ 2 | $ 2 | $ 5 | $ 7 |
Compensation Expense Recognized | 7 | 20 | 15 | 40 |
Board and Committee members [Member] | Jeff Grout [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 38 | $ 38 |
Shares Issued | 1,400 | 1,400 | 2,800 | 2,800 |
Value of Shares Issued | $ 2 | $ 2 | $ 5 | $ 7 |
Compensation Expense Recognized | 7 | 20 | 15 | 40 |
Board and Committee members [Member] | Nick Florio [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 38 | $ 38 |
Shares Issued | 1,400 | 1,400 | 2,800 | 2,800 |
Value of Shares Issued | $ 2 | $ 2 | $ 5 | $ 7 |
Compensation Expense Recognized | $ 7 | 20 | $ 15 | 40 |
Board and Committee members [Member] | Alicia Barker [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | ||
Shares Issued | 1,400 | 1,400 | 2,800 | 1,400 |
Value of Shares Issued | $ 2 | $ 2 | $ 5 | $ 2 |
Compensation Expense Recognized | $ 2 | $ 2 |
OTHER RELATED PARTY TRANSACTI_4
OTHER RELATED PARTY TRANSACTIONS (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 29, 2019USD ($) | |
Mr. Briand [Member] | Separation Agreement [Member] | |
Related Party Transaction [Line Items] | |
Severance pay | $ 190 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2019 | Jun. 30, 2018 | |
Cash paid for: | ||
Interest | $ 4,195 | $ 3,360 |
Income taxes | 109 | 98 |
Non-Cash Investing and Financing Activities: | ||
Deferred purchase price of UK factoring facility | 7,398 | 3,550 |
Shares issued in connection with acquisition of business | 0 | 21 |
HSBC Invoice Finance (UK) Ltd Factoring Facility [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Deferred purchase price of UK factoring facility | $ 7,569 | $ 3,585 |