Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Apr. 01, 2017 | May 15, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Staffing 360 Solutions, Inc. | |
Entity Central Index Key | 1,499,717 | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | STAF | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 1, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Common Stock, Shares Outstanding | 14,641,979 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 01, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 489 | $ 650 |
Accounts receivable, net | 19,616 | 22,274 |
Prepaid expenses and other current assets | 858 | 613 |
Total Current Assets | 20,963 | 23,537 |
Property and equipment, net | 861 | 919 |
Identifiable intangible assets, net | 8,467 | 9,149 |
Goodwill | 15,779 | 15,779 |
Other assets | 4,212 | 4,573 |
Total Assets | 50,282 | 53,957 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 17,756 | 18,110 |
Current portion of debt, net | 3,139 | 3,639 |
Accounts receivable financing | 12,116 | 15,605 |
Other current liabilities | 850 | 1,274 |
Total Current Liabilities | 33,861 | 38,628 |
Long-term debt, net | 6,019 | 3,997 |
Other long-term liabilities | 2,371 | 3,054 |
Total Liabilities | 42,251 | 45,679 |
Commitments and contingencies | ||
Series D Preferred Stock, 5,000 shares designated, $10,000 stated value, 62 and 93 shares issued and outstanding, respectively | 407 | 612 |
Staffing 360 Solutions, Inc. Equity: | ||
Common stock, $0.00001 par value, 40,000,000 and 20,000,000 shares authorized as of April 1, 2017 and December 31, 2016, respectively; 13,901,995 and 9,139,795 shares issued and outstanding, as of April 1, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid in capital | 58,142 | 54,658 |
Accumulated other comprehensive income | 833 | 855 |
Accumulated deficit | (51,351) | (47,847) |
Total Stockholders' Equity | 7,624 | 7,666 |
Total Liabilities, Mezzanine Equity and Stockholders' Equity | 50,282 | 53,957 |
Series A Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 01, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Designated | 5,000 | 5,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10,000 | $ 10,000 |
Preferred Stock, Shares Issued | 62 | 93 |
Preferred Stock, Shares Outstanding | 62 | 93 |
Preferred Stock, Par or Stated 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 | 13,901,995 | 9,139,795 |
Common Stock, Shares, Outstanding | 13,901,995 | 9,139,795 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Issued | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Outstanding | 1,663,008 | 1,663,008 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, Shares Designated | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 40,712 | $ 43,160 |
Cost of Revenue, Excluding Depreciation and Amortization Stated Below | 33,386 | 35,934 |
Gross Profit | 7,326 | 7,226 |
Operating Expenses: | ||
Selling, general and administrative expenses, excluding depreciation and amortization stated below | 7,627 | 7,530 |
Depreciation and amortization | 760 | 839 |
Total Operating Expenses | 8,387 | 8,369 |
Loss From Operations | (1,061) | (1,143) |
Other Expenses: | ||
Interest expense | (502) | (600) |
Amortization of beneficial conversion feature | (184) | (183) |
Amortization of debt discount and deferred financing costs | (335) | (473) |
Debt extinguishment costs | (1,368) | 0 |
Other income (expense) | 2 | (22) |
Total Other Expenses | (2,387) | (1,278) |
Loss Before Provision for Income Tax | (3,448) | (2,421) |
Provision for income taxes | 5 | 301 |
Net Loss | (3,453) | (2,722) |
Net income attributable to non-controlling interest | 0 | 42 |
Net Loss Before Preferred Share Dividends | (3,453) | (2,764) |
Dividends - Series A preferred stock | (50) | (50) |
Net Loss Attributable to Common Stock | $ (3,503) | $ (2,814) |
Basic and Diluted Net Loss per Share: | ||
Net Loss | $ (0.28) | $ (0.55) |
Net Loss Attributable to Common Stock | $ (0.29) | $ (0.57) |
Weighted Average Shares Outstanding – Basic and Diluted | 12,170,155 | 4,940,075 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net Loss | $ (3,453) | $ (2,722) |
Other Comprehensive Income | ||
Foreign exchange translation adjustment | (22) | 145 |
Comprehensive Loss | (3,475) | (2,577) |
Comprehensive income attributable to non-controlling interest | 42 | |
Comprehensive Loss attributable to common stock | $ (3,475) | $ (2,619) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,453) | $ (2,722) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 78 | 58 |
Amortization of identifiable intangible assets | 682 | 781 |
Amortization of debt discount, deferred financing and beneficial conversion feature | 519 | 656 |
Debt extinguishment costs | 1,368 | 0 |
Stock based compensation | 754 | 401 |
Interest paid in common stock | 0 | 5 |
Modification expense | 4 | (14) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,658 | 764 |
Prepaid expenses and other current assets | (245) | (296) |
Other assets | 360 | (280) |
Accounts payable and accrued expenses | (353) | 2,042 |
Other current liabilities | 36 | (10) |
Other long-term liabilities | 5 | 339 |
Other, net | (10) | 76 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 2,403 | 1,800 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Posting of surety bond | 0 | (1,405) |
Payments made for earn-outs | (1,050) | (29) |
Purchase of property and equipment | (20) | (43) |
NET CASH USED IN INVESTING ACTIVITIES | (1,070) | (1,477) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes | 0 | 578 |
Repayment of convertible notes | (3,485) | (253) |
Proceeds from promissory notes | 0 | 300 |
Repayment of promissory notes | (512) | (475) |
Proceeds from term loan | 7,400 | 500 |
Repayments of term loan | (564) | (290) |
Repayment of bonds | 0 | (415) |
Repayments on accounts receivable financing, net | (3,489) | (1,320) |
Third party financing costs | (842) | (246) |
Proceeds from overadvance of accounts receivable financing | 0 | 1,050 |
NET CASH USED IN FINANCING ACTIVITIES | (1,492) | (571) |
NET DECREASE IN CASH | (159) | (248) |
Effect of exchange rates on cash | (2) | 0 |
Cash - Beginning of period | 650 | 650 |
Cash - End of period | $ 489 | $ 402 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Apr. 01, 2017 | |
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. The Company effected a one-for-ten reverse stock split on September 17, 2015. Following the reverse split, the Company’s issued and outstanding shares of common stock decreased from 45,732,674 to 4,573,360. All share and per share information in these condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Apr. 01, 2017 | |
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 transition period ended December 31, 2016 and for the years ended May 31, 2016 and 2015, which are included in the Company’s December 31, 2016 Form 10-KT, as amended, filed with the United States Securities and Exchange Commission on April 12, 2017. 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 April 1, 2017 are not necessarily indicative of results for the entire year ending December 30, 2017. The accompanying condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. In July 2016, the Company received an unfavorable ruling in the matter of Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. On January 26, 2017, the Company entered into a $7,400 financing transaction with Jackson Investment Group, LLC (“JIG”). The capital was used in part to pay short-term debt obligations. As of the date of these financial statements are issued, the Company has $4,619 associated with debt and other amortizing obligations, due in the next 12 months. The Company’s projected cash flows from operations include the assumption that the arbitration loss will be paid in the next 12 months, and are sufficient to address this and its other obligations in the normal course of business. While management’s projected cash flows are forecasted to be sufficient to meet the Company’s obligations over the next 12 months, management believes it is prudent to continue its capital raising efforts in case its forecast is not achieved. Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, increased gross profit from organic revenue growth and managing and reducing operating and overhead costs. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next 12 months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. In addition, the Company has received a letter of support from a significant shareholder pertaining to the arbitration loss, whereby the shareholder has agreed to provide funds to the Company sufficient to settle the arbitration loss in full, in return for consideration as may be agreed. However, based upon an evaluation of the Company’s continued growth trajectory, past success in raising capital and meetings its obligations as well as its plans for raising capital discussed above, management believes that the Company is a going concern. Change of Year End On February 28, 2017, the Board of Directors of the Company (the “Board”) approved the change of the Company’s fiscal year end from May 31 to a 52-53 week year ending on the Saturday closest to the 31 st Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. In accordance with ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. These The Company has reclassified the Midcap Additional Term Loan from Long-term debt to Other long-term liabilities, as this represents the long term portion of funds received from the Accounts receivable financing facility. These reclassifications had no impact on reported results of operations. Commencing in January 2017, the Company started paying down the Midcap Additional Term Loan and as such has $600 of the Midcap Additional Term Loan classified in Other current liabilities and remainder is classified in Other long term liabilities. Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. 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 from continuing operations was 16.3% and 42.9% for the period ended April 1, 2017 and March 26, 2016, respectively. Recent Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-08, “Receivables—Nonrefundable Fees and Other Costs”. The FASB is issuing this update to amend the amortization period for certain purchased callable debt securities held at a premium, the FASB is shortening the amortization period for the premium to the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment”. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The guidance is effective for annual periods fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. The amendments in this update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. The new guidance requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. Companies will also need to disclose information about the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. In March 2016, the FASB issued ASU 2016-09, “Stock Compensation”, regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The adoption of this standard had no material financial impact. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement–Period Adjustments”. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for annual reporting periods beginning after December 15, 2015. The Adoption of this guidance had no material impact on the Company’s financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 supersedes the revenue recognition requirements of FASB ASC Topic 605, “Revenue Recognition” and most industry-specific guidance throughout the ASC, resulting in the creation of FASB ASC Topic 606, “Revenue from Contracts with Customers”. ASU 2014-09 requires entities to recognize revenue in a way that depicts 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 in exchange for those goods or services. This ASU provides alternative methods of adoption. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers, Deferral of the Effective Date”. ASU 2015-14 defers the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers, Principal versus Agent Considerations” (Reporting Revenue Gross versus Net) clarifying the implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether the nature of a promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). The determination influences the timing and amount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing”, clarifying the implementation guidance on identifying performance obligations and licensing. The amendments in this ASU clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The effective date and transition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently assessing the potential impact of adopting ASU 2014-09, ASU 2016-08 and ASU 2016-10 on its financial statements and related disclosures. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 3 Months Ended |
Apr. 01, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | NOTE 3 – LOSS PER COMMON SHARE The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our earnings (loss) per share is computed using the two-class method. For the period ended April 1, 2017 and March 26, 2016, pursuant to the two-class method, as a result of the net loss, losses were not allocated to the participating securities. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of April 1, 2017 and March 26, 2016 have been excluded from the per share computations, since their inclusion would be anti-dilutive: April 1, March 26, 2017 2016 Convertible bonds - Series A — 17,651 Convertible bonds - Series B 5,587 74,772 Convertible promissory notes 920,688 893,221 Convertible preferred shares 3,464,191 316,191 Warrants 3,183,630 1,275,990 Options 627,300 322,000 Total 8,201,396 2,899,825 Convertible preferred shares include the Company’s Series D Preferred Stock which contains both a fixed and variable conversion feature that fluctuates with the Company’s stock price. In addition, other restrictions prevent the holders from converting all of the Series D Preferred Stock at the same time. As a result, it is difficult to estimate the exact amount of shares of common stock the Series D Preferred Stock could be converted into at any time. As a result, only the fixed portion of the conversion features are included in the amounts above. In April 2017, the Company entered into an agreement with holders of the Series D Preferred Stock to redeem the remaining 62 shares of Series D Preferred Stock and terminate all future conversion rights, in return for $1,500 in cash and 300,000 shares of common stock. |
DEBT
DEBT | 3 Months Ended |
Apr. 01, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4 – DEBT April 1, December 31, 2017 2016 Bonds: Bonds - Series B $ 50 $ 50 Convertible Notes: Non-interest Bearing Convertible Note (January 6, 2016) — 359 Non-interest Bearing Convertible Note (September 16, 2017) 565 477 8% Convertible Note (July 8, 2015) — 1,960 8% Convertible Note (February 8, 2016) — 728 Lighthouse- Seller Note #1 1,749 1,874 Lighthouse - Seller Note #2 156 234 Promissory Notes: Staffing (UK) - Seller Note — 112 PeopleServe - Seller Note 132 329 Term Loans: Jackson Investment Group Term Loan 7,400 — Midcap Financial Trust - Term Loan 1,725 2,025 ABN AMRO - Term Loan 588 694 Sterling National Bank 120 168 Less Debt Discount and Deferred Financing Costs (3,327 ) (1,374 ) Total Debt 9,158 7,636 Less: Current Portion, Net (3,139 ) (3,639 ) Total Long-Term Debt, Net $ 6,019 $ 3,997 Series B Bonds In late April 2017, these bonds were paid in full. Non-interest Bearing Convertible Note (January 6, 2016) This note was paid in full in January 2017. Non-interest Bearing Convertible Note (September 16, 2017) This note was due to mature in March 2017. In March 2017, the Company extended the note to September 2017 with a new maturity value of $565. 8% Convertible Note (July 8, 2015) and 8% Convertible Note (February 8, 2016) On January 3, 2017, the Company entered into an amendment agreement pursuant to which, the parties refinanced an aggregate amount of $2,688 of indebtedness and extended all amortization payments for the two 8% convertible notes dated July 8, 2015 and February 8, 2016 (collectively, the “Amendment”) to October 1, 2018, which was approximately 21 months from the date of the refinancing. The Amendment had a new face value of $3,126, and an 8% interest rate, with no interest payments due until October 1, 2017, payable quarterly thereafter, and an overall term of 21 months with principal due at maturity. The Amendment was convertible into shares of common stock at a price of $3.00 per share at holder’s election, and the holder agreed to eliminate the 20% pre-payment penalty for an early redemption. In connection with the refinancing, the Company issued the holder 600,000 shares of common stock, valued at $498. The Amendment resulted in the extinguishment of the old notes of $2,688 and recording of the new debt and debt issue costs. The Company recorded a $870 loss upon extinguishment. On January 26, 2017, the Amendment was paid in full resulting a loss of $498. Lighthouse Seller Note #1 During the period ended April 1, 2017 and March 26, 2016, the Company paid $125 and $125 in principal, respectively. Lighthouse Seller Note #2 During the period ended April 1, 2017 and March 26, 2016, the Company paid $78 and $78 in principal, respectively. Staffing (UK) – Sellers Note The Company paid this note in full in January 2017. PeopleSERVE – Sellers Note During the period ended April 1, 2017 and March 26, 2016, the Company paid $197 and $197 in principal, respectively. Jackson Investment Group Term Loan On January 26, 2017, the Company entered into a note and warrant purchase agreement with JIG for $7,400. Under the terms of this agreement, the Company issued to JIG 1,650,000 shares of common stock and a warrant to purchase up to 3,150,000 shares of common stock at an initial exercise price of $1.35 per share (the “Warrant”). The note accrues interest on the principal amount at a rate of 6% per annum and has a maturity date of July 25, 2018. No interest or principal is payable until maturity. At any time during the term of the note, upon notice to JIG, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to JIG an amount not less than $100 of the outstanding principal (and in multiples of $100), plus any accrued but unpaid interest and liquidated damages and other amounts due under the note. The note’s principal is not convertible into shares of common stock; however 50% of the accrued interest on the note may be converted into shares of common stock, at the sole election of JIG at maturity or upon prepayment by the Company, at a conversion price equal to $2.00 per share. On March 14, 2017, the Company and JIG amended the warrant to include a blocker preventing JIG from owning more than 19.99% of the Company’s shares outstanding as of January 26, 2017, until the such ownership is approved by the shareholders consistent with Nasdaq Rule 5635(b). The warrant is exercisable beginning on July 25, 2017 for a term of four and a half (4.5) years thereafter. The exercise price is subject to anti-dilution protection, including protection in circumstances where common stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the common stock. On April 5, 2017, the Company amended the note and warrant purchase agreement with JIG and entered into a second subordinated secured note with JIG for $1,650. Under the terms of this amended agreement, the Company issued to JIG 296,984 shares of common stock, with an additional 370,921 shares of common stock to be issued upon shareholder approval of the issuance of shares to JIG in excess of the 19.99% limit. Also on April 5, 2017, the Company amended the Warrant to allow JIG to purchase up to an additional 825,463 shares of common stock, modified the initial exercise price of the Warrant to $1.00 per share and modified the conversion price of accrued interest on the note issued to JIG in January 2017 to $1.50. The Warrant was also amended to increase the amount of common stock issuable to JIG pursuant to the anti-dilution clause contained therein. The second note accrues interest on the principal amount at a rate of 6% per annum and has a maturity date of June 8, 2019; however, in the event the Company satisfies all of its outstanding obligations with Midcap Financial Trust, the maturity date will be adjusted to July 25, 2018. No interest or principal is payable on the second note until maturity. At any time during the term of the second note, upon notice to JIG, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to JIG an amount not less than $100 of the outstanding principal (and in multiples of $100), plus any accrued but unpaid interest and liquidated damages and other amounts due under the note. The second note’s principal is not convertible into shares of common stock; however, 50% of the accrued interest on the second note can be converted into shares of common stock, at the sole election of JIG at maturity or in the event of a prepayment by the Company, at a conversion price equal to $1.50 per share. The proceeds of this transaction were used to redeem the remaining shares and conversion rights of the Series D Preferred Stock. Midcap Financial Trust – Term Loan During the period ended April 1, 2017 and March 26, 2016, the Company paid $300 and $125 in principal, respectively. ABN AMRO Term Loan During the period ended April 1, 2017 and March 26, 2016, the Company paid $116 and $135 in principal, respectively. Since payments on this term loan are in denominated GBP, the Company is subject to foreign exchange charges. On March 29, 2017, Sterling National Bank Promissory Note During the period ended April 1, 2017 and March 26, 2016, the Company paid $48 and $40 in principal, respectively. Non-interest Bearing Convertible Note - April 11, 2017 On April 11, 2017, the Company entered into a non-interest bearing convertible note for $477, whereby the Company received cash of $400. This note will mature in October 2017. |
EQUITY
EQUITY | 3 Months Ended |
Apr. 01, 2017 | |
Stockholders Equity Note [Abstract] | |
Equity | NOTE 5 – EQUITY Common Stock The Company issued 4,762,200 shares of common stock during the period ended April 1, 2017 as summarized below: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (per share) Conversion of Series D Preferred Stock 1,673,000 $ 1,052 $ 0.56 $ 0.76 JIG term loan 1,650,000 876 0.73 0.73 Employees 706,200 539 0.75 0.75 Extension of convertible notes 600,000 498 0.83 0.83 Board and Committee members 125,500 93 0.62 0.75 Consultants 7,500 6 0.70 0.75 4,762,200 $ 3,064 The difference between the fair value of shares issued and the change in Additional Paid In Capital during the period results from the accounting for conversions of Series D Preferred Stock which uses a historical value versus the fair value of common stock issued on the date of conversion. As of December 31, 2016, the Company’s authorized common stock consists of 20,000,000 shares having par value of $0.00001. Effective January 26, 2017, after obtaining shareholder approval, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 shares to 40,000,000 shares. The Company had issued and outstanding 13,901,995 and 9,139,795 shares of common stock as of April 1, 2017 and December 31, 2016, respectively. Subsequent to April 1, 2017 the Company issued 300,000 shares of common stock to the holders of the Series D Preferred Stock in connection with the redemption of such Series D Preferred Stock, and 296,984 shares of common stock in connection with the April 2017 amendments with JIG. In May 2017, using its effective shelf registration on Form S-3 (No. 333-208910), the Company entered into an at-the-market offering agreement with Joseph Gunnar & Co., LLC to establish an at-the-market equity offering program pursuant to which they are able, with the Company’s authorization, to offer and sell up to $3 million of the Company’s common stock at prevailing market prices from time to time. As of the date these unaudited condensed consolidated financial statements are issued, the Company had sold 72,409 shares of common stock under this program. Convertible Preferred Shares Series D Preferred Stock During the period ended April 1, 2017, holders converted 31 shares of Series D Preferred Stock to 1,673,000 shares of common stock. Shares Balance Face Value 211 $ 2,110 Original Issue Discount (110 ) Beneficial Conversion Feature (615 ) Conversions (118 ) (773 ) Balance, Net at December 31, 2016 93 612 Conversions (31 ) (205 ) Ending Balance, Net at April 1, 2017 62 $ 407 Due to the contingent nature of the cash redemption feature of the Series D Preferred Stock, the Company has classified the shares as temporary equity on the condensed consolidated balance sheet. In addition, at the commitment date these shares were issued, the Company determined that a beneficial conversion feature (“BCF”) existed in the amount of $615, which was recorded within Additional Paid-In Capital on the condensed consolidated balance sheet. On April 5, 2017, the Company entered into an agreement with holders of the Series D Preferred shares to redeem the remaining 62 shares of Series D Preferred Stock and terminate all future conversion rights, in return for $1,500 in cash and 300,000 shares of common stock. Warrants On January 26, 2017, the Company issued the Warrant to JIG which entitled JIG to purchase up to 3,150,000 shares of common stock at an initial exercise price of $1.35 per share (subject to adjustment). The Warrant is exercisable beginning on July 25, 2017 for a term of four and a half (4.5) years thereafter. The exercise price is subject to anti-dilution protection, including protection in circumstances where common stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the common stock. Transactions involving the Company’s warrant issuances are summarized as follows: Number of shares Weighted Average Price Per Share Oustanding at December 31, 2016 33,630 $ 19.52 Issued 3,150,000 1.35 Exercised — — Expired or cancelled — — Outstanding at April 1, 2017 3,183,630 $ 1.54 On April 5, 2017, the Company amended the Warrant and entered into a second subordinated secured note with JIG for $1,650. Under the terms of the amended Warrant, JIG may purchase up to an additional 825,463 shares of common stock at $1.00 per share. The Warrant was amended to increase the amount of common stock issuable to JIG pursuant to the anti-dilution clause contained therein, and to adjust the initial exercise price to $1.00 per share. Stock Options On October 25, 2016, our Board adopted the 2016 Omnibus Incentive Plan (the “2016 Plan”) to, among other things, attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants and to promote the success of the Company’s business. On January 26, 2017, our stockholders approved the 2016 Plan, pursuant to which 2,500,000 shares of the Company’s common stock will be reserved for issuance under stock and stock option awards. During the period ended April 1, 2017 the Company issued to employees and consultants, 838,300 shares and 313,500 options, with an exercise price of $1.35 per share to purchase shares of common stock, and therefore has 1,348,200 remaining under this plan. The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option pricing model. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Exercise price $ 1.35 Market price at date of grant $ 0.80 Volatility 108.72 % Expected dividend rate — Expected term (years) 5 Risk-free interest rate 1.93 % During the period ended April 1, 2017 and March 26, 2016, the Company recorded share based payment expense of $93 and $90, respectively, in connection with all options outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Apr. 01, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES Earn-out Liabilities and Stock Value Guarantees Pursuant to the acquisition of Control Solutions International, Inc. (“CSI”), the purchase price includes monthly cash payments to the former owners and shareholders of CSI for performance-based compensation equal to 20% of CSI’s consolidated gross profit from the date of closing through the end of the sixteenth quarter following the date of closing not to exceed a total of $2,100. During the period ended April 1, 2017 and March 26, 2016, the Company paid $23 and $29, respectively, towards the earn-out liability. At April 1, 2017, the remaining balance was $1,298 of which approximately $105 is recorded in other current liabilities and $1,193 is recorded in other long-term liabilities. Pursuant to the acquisition of The JM Group, the purchase price includes a cash payment to the shareholders for performance-based compensation of (a) £850 if the gross profit for the 12 month period ending on the anniversary date of the date of completion (the “Anniversary TTM Gross Profit”) is equal to 90% or more of the gross profit for the twelve months ending October 31, 2015 (the “Completion TTM Gross Profit”); or (b) if the Anniversary TTM Gross Profit is less than 90% of the Completion TTM Gross Profit, a sum equal to £850 multiplied by the Anniversary TTM Gross Profit/Completion TTM Gross Profit. The Company recorded the maximum contingent liability amount of £850 ($1,180). At December 31, 2016, the remaining balance was $1,026 and was recorded in other current liabilities. While unpaid, the balance accrued interest at 10.25% per annum. The balance was paid in full in January 2017. Legal Proceedings NewCSI, Inc. vs. Staffing 360 Solutions, Inc. On May 22, 2014, NewCSI, Inc. (“NewCSI”), the former owners of Control Solutions International, filed a complaint in the United States District Court for the Western District of Texas, Austin Division, against the Company arising from the terms of the Stock Purchase Agreement dated August 14, 2013 between the Company and NewCSI. NewCSI claims that the Company breached a provision of the Stock Purchase Agreement (“SPA § 2.7”) that required the Company to calculate and pay to NewCSI 50% of certain “Deferred Tax Assets” within 90 days after December 31, 2013, subject to certain criteria. The Complaint sought payment of the amount allegedly owed under SPA § 2.7 and acceleration of earn-out payments provided for in the Stock Purchase Agreement of $1,400, less amounts paid to date, and attorneys’ fees. The Company responded denying the material allegations and interposing numerous affirmative defenses. On October 8, 2014, NewCSI filed a Motion of Summary Judgment (the “Motion”). On March 30, 2015, a Magistrate Judge of the District Court issued a Report and Recommendation that the District Court deny the Motion. The Recommendation became a final decision on April 13, 2015. On December 31, 2014, NewCSI filed an amended complaint to which NewCSI added an additional count asserting an “Adjustment Event” had occurred requiring an acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $2,100, less amounts paid as of December 31, 2014 totaling $429 (balance of $1,671 at December 31, 2014), should the Company or CSI “be unable, or admit in writing its inability, to pay its debts as they mature.” The Company responded denying the material allegations and interposing numerous affirmative defenses, including that the earn-out liability was fully expensed at the time of the acquisition and fully accrued for on the Company’s balance sheet as part of the purchase accounting at the time of the acquisition. The final pretrial conference in this matter was held April 22, 2015. A jury was selected on May 14, 2015, and the trial was held May 18-20, 2015. On May 20, 2015, the jury rendered a verdict, finding that the Company had not complied with SPA § 2.7 and owed $154, but that NewCSI had not proven that the Company or CSI had become unable to pay debts as they came due. The Court had held that it was not a question for the jury to decide if damages for breach of SPA § 2.7 should include accelerated earn-out payments. On June 3, 2015, NewCSI filed a Motion for Entry of Judgment as Matter of Law seeking entry of a judgment in the amount of $154, plus accelerated earn-out payments in the amount of $1,152, plus statutory interest. NewCSI did not challenge the jury verdict on the ability to pay issue. Also on June 3, 2015, the Company filed a Motion for Entry of Judgment as a Matter of Law seeking entry of judgment against NewCSI on the jury’s finding that the Company had not complied with SPA § 2.7, or, in the alternative, for a reduction of damages to $154 and to hold that NewCSI may not be awarded accelerated earn-out payments as that would result in an illegal penalty. On October 21, 2015, judgment was entered in this action in favor of NewCSI and against the Company in the amount of $1,307, plus pre-judgment interest, post-judgment interest, and costs. On January 26, 2016, the District Court set the bond in respect of the NewCSI litigation at $1,384. The Company has filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit seeking reversal of the judgment and posted a supersedeas bond to stay the execution of the judgment pending appeal. On April 18, 2016, the Court granted the NewCSI shareholders’ request for payment of attorneys’ fees, but reserved judgment on the amount of fees to award pending the outcome of the Company’s appeal. As of January 2016, the NewCSI shareholders have claimed they have incurred $552 in attorney’s fees, which could increase during the pendency of the appeal. On November 3, 2016, oral arguments for the appeal were heard and now the Company is awaiting further instruction from the United States Court of Appeals for the Fifth Circuit. We believe that the Company acted in a manner consistent with our contractual rights, and we intend to aggressively defend the Company against NewCSI. Nevertheless, there can be no assurance that the outcome of this litigation will be favorable to the Company. Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. On November 13, 2015, in a separate proceeding, Staffing 360 initiated an arbitration before JAMS against three officers of Staffing 360, each a former Staffing 360 officer and employee. In its demand for arbitration and statement of claim, Staffing 360 alleged that these individuals breached their employment agreements with Staffing 360 and the fiduciary duties each owed to the Company. The three respondents responded with a counterclaim alleging wrongful termination and have moved to dismiss the arbitration, as well as moved for severance in relation to the remainder of their contracts. On July 20, 2016, the arbitrator decided in favor of both of the respondents’ motions. Further on September 21, 2016 the arbitrator rendered the final award, which was set at $1,433. |
SEGMENTS
SEGMENTS | 3 Months Ended |
Apr. 01, 2017 | |
Segments Geographical Areas [Abstract] | |
Segment Reporting Disclosure | NOTE 7 – SEGMENTS The Company’s operating segments, which are consistent with its reportable segments, are organized by geography in accordance with its internal management and reporting structure. For the period ended April 1, 2017 and March 26, 2016, the Company generated revenue and gross profit by segment as follows: January 1, 2017 to April 1, 2017 December 27, 2015 to March 26, 2016 United States $ 34,011 $ 35,024 United Kingdom 6,669 8,120 Canada 32 16 Total Revenue $ 40,712 $ 43,160 United States $ 5,869 $ 5,529 United Kingdom 1,447 1,691 Canada 10 6 Total Gross Profit $ 7,326 $ 7,226 Selling, general and administrative expenses, excluding depreciation and amortization stated below $ (7,627 ) $ (7,530 ) Depreciation and amortization (760 ) (839 ) Interest expense (502 ) (600 ) Amortization of beneficial conversion feature (184 ) (183 ) Amortization of debt discount and deferred financing costs (335 ) (473 ) Debt extinguishment costs (1,368 ) — Other income (expense) 2 (22 ) Loss Before Provision for Income Tax $ (3,448 ) $ (2,421 ) As of April 1, 2017, and December 31, 2016, the Company has assets in the U.S., the U.K. and Canada as follows: April 1, December 31, 2017 2016 United States $ 40,960 $ 44,990 United Kingdom 9,295 8,936 Canada 27 31 Total Assets $ 50,282 $ 53,957 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Apr. 01, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Consulting Fees – Related Party Board and Committee Members During the period ended April 1, 2017 and March 26, 2016, the Company incurred $13 and $13, respectively, in board of director fees to Dimitri Villard. During the period ended April 1, 2017 and March 26, 2016, Mr. Villard also received 1,500 and 1,500 shares of common stock valued at $1 and $6, respectively for his services as a board and committee member. During the period ended April 1, 2017, Mr. Villard received 40,000 shares valued at $30 as a bonus. The Company has $ 0 During the period ended April 1, 2017 and March 26, 2016, the Company incurred $ 13 1,500 and 1,500 shares of During the period ended April 1, 2017 and March 26, 2016, the Company incurred $13 and $13, respectively, 2,500 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Apr. 01, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 9 – SUPPLEMENTAL CASH FLOW INFORMATION January 1, 2017 to April 1, 2017 December 27, 2015 to March 26, 2016 Cash paid for: Interest $ 402 $ 564 Income taxes 110 3 Non Cash Investing and Financing Activities: Shares issued in connection with convertible note $ 498 $ — Shares issued in connection with JIG term loan 876 — Warrants issued in connection with JIG term loan 1,145 — Conversion of a convertible note payable — (1,066 ) Shares issued in connection with convertible notes — 248 Shares issued in connection with promissory notes — 65 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Apr. 01, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS Where applicable, all material subsequent events have been disclosed in their respective footnotes. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Apr. 01, 2017 | |
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 transition period ended December 31, 2016 and for the years ended May 31, 2016 and 2015, which are included in the Company’s December 31, 2016 Form 10-KT, as amended, filed with the United States Securities and Exchange Commission on April 12, 2017. 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 April 1, 2017 are not necessarily indicative of results for the entire year ending December 30, 2017. The accompanying condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. In July 2016, the Company received an unfavorable ruling in the matter of Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. On January 26, 2017, the Company entered into a $7,400 financing transaction with Jackson Investment Group, LLC (“JIG”). The capital was used in part to pay short-term debt obligations. As of the date of these financial statements are issued, the Company has $4,619 associated with debt and other amortizing obligations, due in the next 12 months. The Company’s projected cash flows from operations include the assumption that the arbitration loss will be paid in the next 12 months, and are sufficient to address this and its other obligations in the normal course of business. While management’s projected cash flows are forecasted to be sufficient to meet the Company’s obligations over the next 12 months, management believes it is prudent to continue its capital raising efforts in case its forecast is not achieved. Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, increased gross profit from organic revenue growth and managing and reducing operating and overhead costs. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next 12 months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. In addition, the Company has received a letter of support from a significant shareholder pertaining to the arbitration loss, whereby the shareholder has agreed to provide funds to the Company sufficient to settle the arbitration loss in full, in return for consideration as may be agreed. However, based upon an evaluation of the Company’s continued growth trajectory, past success in raising capital and meetings its obligations as well as its plans for raising capital discussed above, management believes that the Company is a going concern. |
Change of Year End | Change of Year End On February 28, 2017, the Board of Directors of the Company (the “Board”) approved the change of the Company’s fiscal year end from May 31 to a 52-53 week year ending on the Saturday closest to the 31 st |
Reclassifications | Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. In accordance with ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. These The Company has reclassified the Midcap Additional Term Loan from Long-term debt to Other long-term liabilities, as this represents the long term portion of funds received from the Accounts receivable financing facility. These reclassifications had no impact on reported results of operations. Commencing in January 2017, the Company started paying down the Midcap Additional Term Loan and as such has $600 of the Midcap Additional Term Loan classified in Other current liabilities and remainder is classified in Other long term liabilities. |
Income Taxes | Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. 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 from continuing operations was 16.3% and 42.9% for the period ended April 1, 2017 and March 26, 2016, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-08, “Receivables—Nonrefundable Fees and Other Costs”. The FASB is issuing this update to amend the amortization period for certain purchased callable debt securities held at a premium, the FASB is shortening the amortization period for the premium to the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment”. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The guidance is effective for annual periods fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business”. The amendments in this update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”. The new guidance requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. If restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet. Companies will also need to disclose information about the nature of the restrictions. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance. In March 2016, the FASB issued ASU 2016-09, “Stock Compensation”, regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The adoption of this standard had no material financial impact. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement–Period Adjustments”. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for annual reporting periods beginning after December 15, 2015. The Adoption of this guidance had no material impact on the Company’s financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 supersedes the revenue recognition requirements of FASB ASC Topic 605, “Revenue Recognition” and most industry-specific guidance throughout the ASC, resulting in the creation of FASB ASC Topic 606, “Revenue from Contracts with Customers”. ASU 2014-09 requires entities to recognize revenue in a way that depicts 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 in exchange for those goods or services. This ASU provides alternative methods of adoption. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers, Deferral of the Effective Date”. ASU 2015-14 defers the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers, Principal versus Agent Considerations” (Reporting Revenue Gross versus Net) clarifying the implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether the nature of a promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). The determination influences the timing and amount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing”, clarifying the implementation guidance on identifying performance obligations and licensing. The amendments in this ASU clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The effective date and transition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently assessing the potential impact of adopting ASU 2014-09, ASU 2016-08 and ASU 2016-10 on its financial statements and related disclosures. |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Apr. 01, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Common Share | The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our earnings (loss) per share is computed using the two-class method. For the period ended April 1, 2017 and March 26, 2016, pursuant to the two-class method, as a result of the net loss, losses were not allocated to the participating securities. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of April 1, 2017 and March 26, 2016 have been excluded from the per share computations, since their inclusion would be anti-dilutive: April 1, March 26, 2017 2016 Convertible bonds - Series A — 17,651 Convertible bonds - Series B 5,587 74,772 Convertible promissory notes 920,688 893,221 Convertible preferred shares 3,464,191 316,191 Warrants 3,183,630 1,275,990 Options 627,300 322,000 Total 8,201,396 2,899,825 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Apr. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | April 1, December 31, 2017 2016 Bonds: Bonds - Series B $ 50 $ 50 Convertible Notes: Non-interest Bearing Convertible Note (January 6, 2016) — 359 Non-interest Bearing Convertible Note (September 16, 2017) 565 477 8% Convertible Note (July 8, 2015) — 1,960 8% Convertible Note (February 8, 2016) — 728 Lighthouse- Seller Note #1 1,749 1,874 Lighthouse - Seller Note #2 156 234 Promissory Notes: Staffing (UK) - Seller Note — 112 PeopleServe - Seller Note 132 329 Term Loans: Jackson Investment Group Term Loan 7,400 — Midcap Financial Trust - Term Loan 1,725 2,025 ABN AMRO - Term Loan 588 694 Sterling National Bank 120 168 Less Debt Discount and Deferred Financing Costs (3,327 ) (1,374 ) Total Debt 9,158 7,636 Less: Current Portion, Net (3,139 ) (3,639 ) Total Long-Term Debt, Net $ 6,019 $ 3,997 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Apr. 01, 2017 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | Common Stock The Company issued 4,762,200 shares of common stock during the period ended April 1, 2017 as summarized below: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (per share) Conversion of Series D Preferred Stock 1,673,000 $ 1,052 $ 0.56 $ 0.76 JIG term loan 1,650,000 876 0.73 0.73 Employees 706,200 539 0.75 0.75 Extension of convertible notes 600,000 498 0.83 0.83 Board and Committee members 125,500 93 0.62 0.75 Consultants 7,500 6 0.70 0.75 4,762,200 $ 3,064 The difference between the fair value of shares issued and the change in Additional Paid In Capital during the period results from the accounting for conversions of Series D Preferred Stock which uses a historical value versus the fair value of common stock issued on the date of conversion. |
Schedule of Conversions of Series D Preferred Stock to Common Stock | During the period ended April 1, 2017, holders converted 31 shares of Series D Preferred Stock to 1,673,000 shares of common stock. Shares Balance Face Value 211 $ 2,110 Original Issue Discount (110 ) Beneficial Conversion Feature (615 ) Conversions (118 ) (773 ) Balance, Net at December 31, 2016 93 612 Conversions (31 ) (205 ) Ending Balance, Net at April 1, 2017 62 $ 407 |
Schedule Of Warrant Activity | Transactions involving the Company’s warrant issuances are summarized as follows: Number of shares Weighted Average Price Per Share Oustanding at December 31, 2016 33,630 $ 19.52 Issued 3,150,000 1.35 Exercised — — Expired or cancelled — — Outstanding at April 1, 2017 3,183,630 $ 1.54 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Exercise price $ 1.35 Market price at date of grant $ 0.80 Volatility 108.72 % Expected dividend rate — Expected term (years) 5 Risk-free interest rate 1.93 % |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Apr. 01, 2017 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenues Gross Profit and Assets by Geographical Segment | The Company’s operating segments, which are consistent with its reportable segments, are organized by geography in accordance with its internal management and reporting structure. For the period ended April 1, 2017 and March 26, 2016, the Company generated revenue and gross profit by segment as follows: January 1, 2017 to April 1, 2017 December 27, 2015 to March 26, 2016 United States $ 34,011 $ 35,024 United Kingdom 6,669 8,120 Canada 32 16 Total Revenue $ 40,712 $ 43,160 United States $ 5,869 $ 5,529 United Kingdom 1,447 1,691 Canada 10 6 Total Gross Profit $ 7,326 $ 7,226 Selling, general and administrative expenses, excluding depreciation and amortization stated below $ (7,627 ) $ (7,530 ) Depreciation and amortization (760 ) (839 ) Interest expense (502 ) (600 ) Amortization of beneficial conversion feature (184 ) (183 ) Amortization of debt discount and deferred financing costs (335 ) (473 ) Debt extinguishment costs (1,368 ) — Other income (expense) 2 (22 ) Loss Before Provision for Income Tax $ (3,448 ) $ (2,421 ) As of April 1, 2017, and December 31, 2016, the Company has assets in the U.S., the U.K. and Canada as follows: April 1, December 31, 2017 2016 United States $ 40,960 $ 44,990 United Kingdom 9,295 8,936 Canada 27 31 Total Assets $ 50,282 $ 53,957 |
SUPPLEMENTAL CASH FLOW INFORM22
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Apr. 01, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | January 1, 2017 to April 1, 2017 December 27, 2015 to March 26, 2016 Cash paid for: Interest $ 402 $ 564 Income taxes 110 3 Non Cash Investing and Financing Activities: Shares issued in connection with convertible note $ 498 $ — Shares issued in connection with JIG term loan 876 — Warrants issued in connection with JIG term loan 1,145 — Conversion of a convertible note payable — (1,066 ) Shares issued in connection with convertible notes — 248 Shares issued in connection with promissory notes — 65 |
ORGANIZATION AND DESCRIPTION 23
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) - shares | Sep. 17, 2015 | Apr. 01, 2017 |
Business Combinations [Abstract] | ||
Stockholders' Equity, Reverse Stock Split | one-for-ten | |
Stock Issued During Period, Shares, Reverse Stock Splits | 45,732,674 | |
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 4,573,360 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 01, 2017 | Mar. 26, 2016 | Mar. 31, 2017 | Jan. 31, 2017 | Jan. 26, 2017 | |
Accounting Policies [Line Items] | |||||
Accrued loss | $ 1,649 | ||||
Effective income tax rate from continuing operations | 16.30% | 42.90% | |||
Other Current Liabilities [Member] | |||||
Accounting Policies [Line Items] | |||||
Reclassification of Midcap Additional Term Loan from Long-term debt to Other long-term liabilities | $ 600 | ||||
Financing Transaction with Jackson Investment, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Debt Instrument, Face Amount | $ 7,400 | ||||
Debt and other amortizing obligations, due in the next 12 months | $ 4,619 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 8,201,396 | 2,899,825 |
Convertible bonds - Series A [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 0 | 17,651 |
Convertible bonds - Series B [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 5,587 | 74,772 |
Convertible promissory notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 920,688 | 893,221 |
Convertible preferred shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 3,464,191 | 316,191 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 3,183,630 | 1,275,990 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 627,300 | 322,000 |
LOSS PER COMMON SHARE ((Details
LOSS PER COMMON SHARE ((Details Textual)) - Subsequent Event [Member] - Series D Preferred Stock [Member] $ in Thousands | 1 Months Ended |
Apr. 30, 2017USD ($)shares | |
Subsequent Event [Line Items] | |
Shares of series D preferred stock redeemed | 62 |
Cash paid for redemption of series D preferred stock | $ | $ 1,500 |
Shares of common stock issued for redemption of series D preferred stock | 300,000 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Apr. 01, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Less Debt Discount and Deferred Financing Costs | $ (3,327) | $ (1,374) |
Total Debt | 9,158 | 7,636 |
Less: Current Portion, Net | (3,139) | (3,639) |
Total Long-Term Debt, Net | 6,019 | 3,997 |
8% Convertible Note - July 8, 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 0 | 1,960 |
8% Convertible Note - February 8, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 0 | 728 |
Bonds - Series B [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 50 | 50 |
Non-interest Bearing Convertible Note - January 6, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 0 | 359 |
Non-interest Bearing Convertible Note - September 16, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 565 | 477 |
Lighthouse Seller Note #1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,749 | 1,874 |
Lighthouse Seller Note #2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 156 | 234 |
Staffing (UK) - Seller Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 0 | 112 |
PeopleServe - Seller Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 132 | 329 |
Jackson Investment Group Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 7,400 | 0 |
Midcap Financial Trust - Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,725 | 2,025 |
ABN AMRO - Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 588 | 694 |
Sterling National Bank [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | $ 120 | $ 168 |
DEBT (Parenthetical) (Details)
DEBT (Parenthetical) (Details) | Apr. 01, 2017 |
8% Convertible Note - July 8, 2015 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
8% Convertible Note - February 8, 2016 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | May 12, 2017 | Apr. 11, 2017 | Apr. 05, 2017 | Mar. 14, 2017 | Jan. 26, 2017 | Jan. 03, 2017 | Mar. 31, 2017 | Apr. 01, 2017 | Mar. 26, 2016 |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ (1,368,000) | $ 0 | |||||||
Shares issued, shares | 4,762,200 | ||||||||
Proceeds from convertible notes | $ 0 | 578,000 | |||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued, shares | 72,409 | ||||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued, shares | 4,762,200 | ||||||||
Jackson Investment Group, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued, shares | 1,650,000 | ||||||||
Class of Warrant or Right Exercisable Term | 4 years 6 months | ||||||||
Jackson Investment Group, LLC [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,650,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | ||||||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.35 | ||||||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,150,000 | ||||||||
PeopleSERVE - Sellers Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | $ 197,000 | 197,000 | |||||||
Jackson Investment Group Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jul. 25, 2018 | ||||||||
Debt Instrument, Face Amount | $ 7,400,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 2 | ||||||||
Principal payments | $ 0 | ||||||||
Shares issued, shares | 1,650,000 | ||||||||
Redemption of outstanding principal amount, multiples | $ 100,000 | ||||||||
Redemption of aggregate principal amount of outstanding notes, description | At any time during the term of the note, upon notice to JIG, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to JIG an amount not less than $100 of the outstanding principal (and in multiples of $100), plus any accrued but unpaid interest and liquidated damages and other amounts due under the note. | ||||||||
Percentage of accrued interest convertible into shares of common stock | 50.00% | ||||||||
Minimum threshold limit of ownership interest percentage | 19.99% | ||||||||
Class of Warrant or Right Exercisable Term | 4 years 6 months | ||||||||
Jackson Investment Group Term Loan [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 8, 2019 | ||||||||
Debt Instrument, Face Amount | $ 1,650,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | ||||||||
Principal payments | $ 0 | ||||||||
Shares issued, shares | 296,984 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||
Redemption of outstanding principal amount, multiples | $ 100,000 | ||||||||
Redemption of aggregate principal amount of outstanding notes, description | At any time during the term of the second note, upon notice to JIG, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to JIG an amount not less than $100 of the outstanding principal (and in multiples of $100), plus any accrued but unpaid interest and liquidated damages and other amounts due under the note. | ||||||||
Percentage of accrued interest convertible into shares of common stock | 50.00% | ||||||||
Minimum threshold limit of ownership interest percentage | 19.99% | ||||||||
Additional stock issued during period shares to be issued in excess percentage | 370,921 | ||||||||
Additional stock issued during period shares new issues | 825,463 | ||||||||
Restated debt instrument, maturity date | Jul. 25, 2018 | ||||||||
Jackson Investment Group Term Loan [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption of outstanding principal amount | $ 100,000 | ||||||||
Jackson Investment Group Term Loan [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption of outstanding principal amount | $ 100,000 | ||||||||
Midcap Financial Trust - Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | $ 300,000 | 125,000 | |||||||
ABN AMRO - Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | $ 116,000 | 135,000 | |||||||
8% Convertible Note (July 8, 2015) and 8% Convertible Note (February 8, 2016) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument refinanced aggregate amount | $ 2,688,000 | ||||||||
Debt Instrument, Maturity Date | Oct. 1, 2018 | ||||||||
Financing Original Issue Term | 21 months | ||||||||
Debt Instrument, Face Amount | $ 3,126,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt instrument, payment terms | No interest payments due until October 1, 2017, payable quarterly thereafter, and an overall term of 21 months with principal due at maturity. | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | ||||||||
Debt instrument percentage of prepayment penalty for early redemption | 20.00% | ||||||||
Common stock issued to holder | 600,000 | ||||||||
Common stock issued to holder, value | $ 498,000 | ||||||||
Extinguishment of Debt, Amount | 2,688,000 | ||||||||
Loss on extinguishment of debt | $ (498,000) | $ (870,000) | |||||||
Non-interest Bearing Convertible Note - September 16, 2017 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes, extended maturity date | 2017-09 | ||||||||
Convertible Notes Payable | $ 565,000 | ||||||||
Lighthouse Seller Note #1 [Member] | Lighthouse Placement Services [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | $ 125,000 | 125,000 | |||||||
Lighthouse Seller Note #2 [Member] | Lighthouse Placement Services [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | 78,000 | 78,000 | |||||||
Sterling National Bank Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payments | $ 48,000 | $ 40,000 | |||||||
Non-interest Bearing Convertible Note - April 11, 2017 [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible Notes Payable | $ 477,000 | ||||||||
Proceeds from convertible notes | $ 400,000 | ||||||||
Convertible notes, maturity date | 2017-10 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | May 12, 2017 | Jan. 26, 2017 | Apr. 01, 2017 | Mar. 26, 2016 | Dec. 31, 2016 | Apr. 05, 2017 | Jun. 24, 2016 |
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 4,762,200 | ||||||
Common Stock, Shares Authorized | 40,000,000 | 20,000,000 | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||
Common Stock, Shares, Issued | 13,901,995 | 9,139,795 | |||||
Common Stock, Shares, Outstanding | 13,901,995 | 9,139,795 | |||||
Shares issued | $ 3,064,000 | ||||||
Stock based compensation | 754,000 | $ 401,000 | |||||
Stock Options [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation | $ 93,000 | $ 90,000 | |||||
2016 Omnibus Incentive Plan [Member] | Stock and Stock Option Awards [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares reserved for future issuance | 2,500,000 | ||||||
2016 Omnibus Incentive Plan [Member] | Stock Options [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Options, exercise price | $ 1.35 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,348,200 | ||||||
2016 Omnibus Incentive Plan [Member] | Stock Options [Member] | Employees and Consultants [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued | 838,300 | ||||||
Options granted | 313,500 | ||||||
Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 1,650,000 | ||||||
Class of Warrant or Right Exercisable Term | 4 years 6 months | ||||||
Series D Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 1,673,000 | ||||||
Shares issued | $ 1,052,000 | ||||||
Conversion of Stock, Shares Converted | 31 | 118 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,673,000 | ||||||
Temporary Equity Beneficial Conversion Feature | $ 615,000 | $ 615,000 | |||||
Subsequent Event [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 72,409 | ||||||
Subsequent Event [Member] | Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,650,000 | ||||||
Share Price | $ 1 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued | $ 3,000,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Additional stock issuable, shares | 825,463 | ||||||
Subsequent Event [Member] | Jackson Investment Group LLC Amendment [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 296,984 | ||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 300,000 | ||||||
Redemption of remaining shares | 62 | ||||||
Termination of future conversion rights for cash | $ 1,500,000 | ||||||
Common Shares [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 4,762,200 | ||||||
Common Shares [Member] | Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.35 | ||||||
Common Shares [Member] | Maximum [Member] | Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,150,000 | ||||||
Common Shares [Member] | Subsequent Event [Member] | Jackson Investment Group, LLC [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Common Shares [Member] | Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Termination of future conversion rights for shares | 300,000 |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Apr. 01, 2017USD ($)$ / sharesshares | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 4,762,200 |
Fair Value of shares issued | $ | $ 3,064 |
Series D preferred stock [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 1,673,000 |
Fair Value of shares issued | $ | $ 1,052 |
Series D preferred stock [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.56 |
Series D preferred stock [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.76 |
JIG term loan [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 1,650,000 |
Fair Value of shares issued | $ | $ 876 |
JIG term loan [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.73 |
JIG term loan [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.73 |
Extension of convertible notes [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 600,000 |
Fair Value of shares issued | $ | $ 498 |
Extension of convertible notes [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.83 |
Extension of convertible notes [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.83 |
Consultants [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 7,500 |
Fair Value of shares issued | $ | $ 6 |
Consultants [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.70 |
Consultants [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.75 |
Board and Committee members [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 125,500 |
Fair Value of shares issued | $ | $ 93 |
Board and Committee members [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.62 |
Board and Committee members [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.75 |
Employees [Member] | |
Stockholders Equity [Line Items] | |
Shares issued, shares | shares | 706,200 |
Fair Value of shares issued | $ | $ 539 |
Employees [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.75 |
Employees [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 0.75 |
EQUITY (Details 1)
EQUITY (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | |
Apr. 01, 2017 | Dec. 31, 2016 | Jun. 24, 2016 | |
Temporary Equity [Line Items] | |||
Temporary Equity, Shares | 62 | 93 | |
Temporary Equity, Net | $ 407 | $ 612 | |
Series D Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares | 62 | 93 | 211 |
Temporary Equity Conversion, Shares | (31) | (118) | |
Temporary Equity, Net | $ 407 | $ 612 | $ 2,110 |
Temporary Equity Original Issue Discount | (110) | ||
Temporary Equity Beneficial Conversion Feature | (615) | $ (615) | |
Temporary Equity Conversion | $ (205) | $ (773) |
EQUITY (Details 2)
EQUITY (Details 2) | 3 Months Ended |
Apr. 01, 2017$ / sharesshares | |
Statement Of Stockholders Equity [Abstract] | |
Outstanding | shares | 33,630 |
Issued | shares | 3,150,000 |
Outstanding | shares | 3,183,630 |
Outstanding | $ / shares | $ 19.52 |
Issued | $ / shares | 1.35 |
Outstanding | $ / shares | $ 1.54 |
EQUITY (Details 3)
EQUITY (Details 3) - Stock Options [Member] | 3 Months Ended |
Apr. 01, 2017$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise price | $ 1.35 |
Market price at date of grant | $ 0.80 |
Volatility | 108.72% |
Expected term (years) | 5 years |
Risk-free interest rate | 1.93% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Earn-out Liabilities and Stock Value Guarantees (Details Textual) £ in Thousands | Nov. 04, 2013USD ($) | Apr. 01, 2017USD ($) | Mar. 26, 2016USD ($) | Oct. 31, 2015GBP (£) | Dec. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Oct. 31, 2015GBP (£) |
Commitments And Contingencies [Line Items] | |||||||
Payments To Earn Out Agreement | $ 1,050,000 | $ 29,000 | |||||
Performance Based Compensation Percentage Of Gross Profit Below Threshold | 90.00% | ||||||
CSI Acquisition [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 20.00% | ||||||
Business Combination Maximum Contingent Consideration | $ 2,100,000 | ||||||
Payments To Earn Out Agreement | 23,000 | $ 29,000 | |||||
Business Combination, Contingent Consideration, Liability | 1,298,000 | ||||||
CSI Acquisition [Member] | Other Current Liabilities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 105,000 | ||||||
CSI Acquisition [Member] | Other Long-term Liabilities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | $ 1,193,000 | ||||||
JM Group Acquisition [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 90.00% | ||||||
Business Combination, Contingent Consideration, Liability | $ 1,180,000 | £ 850 | |||||
Performance based compensation, gross profit threshold | £ | £ 850 | ||||||
JM Group Acquisition [Member] | Other Current Liabilities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | $ 1,026,000 | ||||||
Business Combination Contingent Consideration Percentage Of Accrued Interest Rate On Liability | 10.25% |
COMMITMENTS AND CONTINGENCIES36
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details Textual) - USD ($) $ in Thousands | Sep. 21, 2016 | Jan. 26, 2016 | Oct. 21, 2015 | Jun. 03, 2015 | May 20, 2015 | Aug. 14, 2013 | Apr. 01, 2017 | Mar. 26, 2016 | Jan. 31, 2016 | Dec. 31, 2014 |
Commitments And Contingencies [Line Items] | ||||||||||
Payments To Earn Out Agreement | $ 1,050 | $ 29 | ||||||||
Purchase agreement commitment earn out amount | $ 2,100 | |||||||||
Loss Contingency, Final Award | $ 1,433 | |||||||||
Accrued loss | $ 1,649 | |||||||||
NewCSI Inc [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Payments To Earn Out Agreement | $ 1,400 | |||||||||
Loss Contingency Damages Sought Deferred Tax Assets Percentage | 50.00% | |||||||||
Acceleration of Earn Out Payments Amount | $ 1,152 | 429 | ||||||||
Purchase agreement commitment earn out amount remaining balance | $ 1,671 | |||||||||
Damage sought, deferred tax asset | 154 | $ 154 | ||||||||
Litigation Settlement, Amount | $ 1,384 | $ 1,307 | $ 154 | |||||||
Litigation Reserve | $ 552 |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 01, 2017 | Mar. 26, 2016 | Dec. 31, 2016 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 40,712 | $ 43,160 | |
Gross Profit | 7,326 | 7,226 | |
Selling, general and administrative expenses, excluding depreciation and amortization stated below | (7,627) | (7,530) | |
Depreciation and amortization | (760) | (839) | |
Interest expense | (502) | (600) | |
Amortization of beneficial conversion feature | (184) | (183) | |
Amortization of debt discount and deferred financing costs | (335) | (473) | |
Debt extinguishment costs | (1,368) | 0 | |
Other income (expense) | 2 | (22) | |
Loss Before Provision for Income Tax | (3,448) | (2,421) | |
Assets, Total | 50,282 | $ 53,957 | |
UNITED STATES [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 34,011 | 35,024 | |
Gross Profit | 5,869 | 5,529 | |
Assets, Total | 40,960 | 44,990 | |
UNITED KINGDOM [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 6,669 | 8,120 | |
Gross Profit | 1,447 | 1,691 | |
Assets, Total | 9,295 | 8,936 | |
CANADA [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 32 | 16 | |
Gross Profit | 10 | $ 6 | |
Assets, Total | $ 27 | $ 31 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
Dimitri Villard [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Related Parties | $ 13 | $ 13 |
Stock Issued During Period, Shares, as Bonus | 40,000 | |
Stock Issued During Period, Value, as Bonus | $ 30 | |
Accounts Payable, Related Parties, Noncurrent | $ 0 | |
Dimitri Villard [Member] | Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 1,500 | 1,500 |
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 6 |
Jeff Grout [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Related Parties | $ 13 | $ 13 |
Stock Issued During Period, Shares, as Bonus | 40,000 | |
Stock Issued During Period, Value, as Bonus | $ 40 | |
Accounts Payable, Related Parties, Noncurrent | $ 0 | |
Jeff Grout [Member] | Common Stock [Member] | Board and Committee members [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 1,500 | 1,500 |
Stock Issued During Period, Value, Issued for Services | $ 1 | $ 6 |
Nick Florio [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting Fees Related Parties | $ 13 | $ 13 |
Stock Issued During Period, Shares, as Bonus | 40,000 | |
Stock Issued During Period, Value, as Bonus | $ 30 | |
Accounts Payable, Related Parties, Noncurrent | $ 0 | |
Nick Florio [Member] | Common Stock [Member] | Board and Committee members [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 2,500 | 1,250 |
Stock Issued During Period, Value, Issued for Services | $ 2 | $ 5 |
SUPPLEMENTAL CASH FLOW INFORM39
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2017 | Mar. 26, 2016 | |
Cash paid for: | ||
Interest | $ 402 | $ 564 |
Income taxes | 110 | 3 |
Convertible Note [Member] | ||
Non Cash Investing and Financing Activities: | ||
Shares issued | 498 | 0 |
Convertible Notes [Member] | ||
Non Cash Investing and Financing Activities: | ||
Shares issued | 0 | 248 |
Promissory Notes [Member] | ||
Non Cash Investing and Financing Activities: | ||
Shares issued | 0 | 65 |
Convertible Notes Payable [Member] | ||
Non Cash Investing and Financing Activities: | ||
Conversion of debt instrument | 0 | (1,066) |
Jackson Investment Group Term Loan [Member] | ||
Non Cash Investing and Financing Activities: | ||
Shares issued | 876 | 0 |
Warrants issued in connection with JIG term loan | $ 1,145 | $ 0 |