Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
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 | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Common Stock, Shares Outstanding | 4,169,172 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Current Assets: | ||
Cash | $ 3,458 | $ 3,100 |
Accounts receivable, net | 25,097 | 33,392 |
Prepaid expenses and other current assets | 1,490 | 1,443 |
Total Current Assets | 30,045 | 37,935 |
Property and equipment, net | 1,499 | 1,618 |
Identifiable intangible assets, net | 16,494 | 17,145 |
Goodwill | 27,169 | 27,169 |
Other assets | 2,890 | 2,881 |
Total Assets | 78,097 | 86,748 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 19,476 | 16,709 |
Current portion of debt, net | 0 | 245 |
Accounts receivable financing | 16,269 | 25,983 |
Other current liabilities | 6,819 | 6,372 |
Total Current Liabilities | 42,564 | 49,309 |
Term loan - related party, net | 38,862 | 38,749 |
Warrant Liability | 888 | 1,426 |
Other long-term liabilities | 4,024 | 4,049 |
Total Liabilities | 86,338 | 93,533 |
Commitments and contingencies | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | ||
Common stock, $0.00001 par value, 40,000,000 and 20,000,000 shares authorized as of March 31, 2018 and December 30, 2017, respectively; 4,058,285 and 3,909,114 shares issued and outstanding, as of March 31, 2018 and December 30, 2017, respectively | 0 | 0 |
Additional paid in capital | 58,305 | 57,574 |
Accumulated other comprehensive (loss) income | (133) | 783 |
Accumulated deficit | (66,413) | (65,142) |
Total Stockholders' Deficit | (8,241) | (6,785) |
Total Liabilities Stockholders' Deficit | 78,097 | 86,748 |
Series A Preferred Stock - Related Party [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 | Mar. 31, 2018 | Dec. 30, 2017 |
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 40,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 4,058,285 | 3,909,114 |
Common Stock, Shares, Outstanding | 4,058,285 | 3,909,114 |
Series A Preferred Stock - Related Party [Member] | ||
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1 | $ 1 |
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, 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, 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 | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 55,791 | $ 40,712 |
Cost of Revenue, excluding depreciation and amortization stated below | 44,210 | 33,386 |
Gross Profit | 11,581 | 7,326 |
Operating Expenses: | ||
Selling, general and administrative expenses | 11,188 | 7,123 |
Depreciation and amortization | 798 | 760 |
Total Operating Expenses | 11,986 | 7,883 |
Loss From Operations | (405) | (557) |
Other Expenses (Income): | ||
Interest expense | (1,955) | (502) |
Amortization of debt discount and deferred financing costs | (122) | (559) |
Loss on extinguishment of debt, net | 0 | (1,368) |
Change in fair value of warrant liability | 538 | (92) |
Foreign currency re-measurement gain on intercompany note | 575 | 0 |
Other income | 250 | 2 |
Total Other Expenses | (714) | (2,519) |
Loss Before Provision for Income Tax | (1,119) | (3,076) |
Provision for income taxes | (152) | (5) |
Net Loss | (1,271) | (3,081) |
Dividends - Series A preferred stock - related party | 50 | 50 |
Deemed Dividends - Series D preferred stock | 0 | 880 |
Net Loss Attributable to Common Stock Holders | $ (1,321) | $ (4,011) |
Basic and Diluted Net Loss per Share: | ||
Net Loss | $ (0.32) | $ (1.36) |
Net Loss Attributable to Common Stock Holders | $ (0.33) | $ (1.78) |
Weighted Average Shares Outstanding – Basic and Diluted | 3,988,624 | 2,257,326 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net Loss | $ (1,271) | $ (3,081) |
Other Comprehensive loss | ||
Foreign exchange translation adjustment | (916) | (22) |
Comprehensive Loss Attributable to the Company | $ (2,187) | $ (3,103) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,271) | $ (3,081) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 147 | 78 |
Amortization of identifiable intangible assets | 651 | 682 |
Amortization of debt discount and deferred financing costs | 122 | 559 |
Loss on extinguishment of debt, net | 0 | 1,368 |
(Gain) loss in fair value of warrants | (538) | 92 |
Stock based compensation | 373 | 294 |
Foreign currency re-measurement gain on intercompany note | (575) | 0 |
Other | 52 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,026 | 2,658 |
Prepaid expenses and other current assets | (47) | (245) |
Other assets | (9) | 360 |
Accounts payable and accrued expenses | 2,795 | (397) |
Interest payable - related party | (160) | |
Other current liabilities | 447 | 36 |
Other long-term liabilities | 50 | (45) |
Other | (164) | (10) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 8,847 | 2,401 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (56) | (20) |
Collection of UK factoring facility deferred purchase price | 1,269 | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,213 | (20) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of term loan | (254) | |
Repayments on accounts receivable financing, net | (9,714) | (3,489) |
Dividends paid to related parties | (50) | |
Proceeds from At-The-Market Facility | 415 | |
Repayment of promissory notes | 0 | (4,561) |
Proceeds from term loan - related party | 0 | 7,400 |
Payments made for earn-outs | (90) | (1,050) |
Third party financing costs | (7) | (842) |
NET CASH USED IN FINANCING ACTIVITIES | (9,700) | (2,542) |
NET INCREASE (DECREASE) IN CASH | 360 | (161) |
Effect of exchange rates on cash | (2) | 0 |
Cash - Beginning of period | 3,100 | 650 |
Cash - End of period | $ 3,458 | $ 489 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF”, on March 16, 2012. On June 15, 2017, the Company changed its state of domicile to Delaware. The Company effected a one-for-ten reverse stock split on September 17, 2015 and a one-for-five reverse stock split on January 3, 2018. All share and per share information in these consolidated financial statements has been retroactively adjusted to reflect these reverse stock splits. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 30, 2017, the transition period ended December 31, 2016 and fiscal year ended May 31, 2016, which are included in the Company’s December 30, 2017 Form 10-K, filed with the United States Securities and Exchange Commission on March 29, 2018. 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 March 31, 2018 are not necessarily indicative of results for the entire year ending December 29, 2018. This report is for the periods January 1, 2017 to April 1, 2017 (“Q1 2017”) and December 31, 2017 to March 31, 2018 (“Q1 2018”). Revenue Recognition The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which control has transferred to the customer. Reclassifications We may make certain reclassifications to prior period amounts to conform with the current years’ presentation. These reclassifications did not have a material effect on our consolidated statement of financial position, results of operations or cash flows. Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was (8.8%) and 16.3% for Q1 2018 and Q1 2017, respectively. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law making significant changes to the Internal Revenue Code. The changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, allowing for immediate expensing of certain qualified property, modifications to many business deductions and credits, and providing various tax incentives. Shortly after the Tax Act was enacted, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides that in these cases a registrant should continue to apply Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2009-06, Income Taxes ("Topic 740") based on the provisions of the tax laws that were in effect immediately prior to the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for registrants to complete the accounting under Topic 740 The Company remeasured domestic deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally the 21% rate imposed by the Tax Act. The Company recorded an expense of $3.7 million to reduce the net deferred tax assets, along with a corresponding benefit for the reduction of the valuation allowance recorded against these balances in our financial statements for the year ended December 30, 2017. At March 31, 2018, in accordance with SAB 118, the Company has not completed its accounting for the tax effects of the one-time transition tax imposed by the Tax Act. In order to determine the amount of the liability with respect to the one-time transition tax, the Company must determine, in addition to other factors, the amount of post-1986 Earnings & Profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. In order to quantify the liability, we are awaiting further interpretative guidance, continuing to assess available tax methods and elections, and continuing to gather additional information to more precisely compute the amount of the transition tax. Therefore, we have not recorded an estimate of the transition tax in our financial statements. In addition, the Company is continuing to evaluate whether Global Intangible Low Tax Income taxes (“GILTI”) are recorded as a current period expense when incurred or whether such amounts should be factored into the Company's measurement of its deferred taxes. As a result, the Company has not included an estimate of the tax impacts related to GILTI in the first quarter of 2018. The Company has not elected a method and will only do so after completing their analysis of the GILTI provisions. Foreign Currency Staffing 360 Solutions, Inc. has an intercompany note due from Longbridge Recruitment 360 (U.K.) Limited (“Longbridge”), Recent Accounting Pronouncements 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 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” (“ASC 606”). 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. 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. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of January 1, 2018 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after January 1, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2018 | |
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 (related parties) receive certain dividends or dividend equivalents that are considered participating securities and our loss per share is computed using the two-class method. For Q1 2018 and Q1 2017, 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 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 March 31, 2018 and April 1, 2017 have been excluded from the per share computations, since their inclusion would be anti-dilutive: March 31, April 1, 2018 2017 Convertible bonds - Series B — 1,117 Convertible promissory notes — 184,138 Convertible preferred shares 43,239 692,838 Warrants 925,935 636,726 Restricted shares - unvested 475,332 246,252 Long term incentive plan (LTIP) 178,728 178,728 Options 125,400 122,400 Total 1,748,634 2,062,199 As of October 1, 2016, convertible preferred shares include the Company’s Series D Preferred Stock which contained both a fixed and variable conversion feature that fluctuated with the Company’s stock price. In addition, other restrictions prevented the holders from converting all of the Series D Preferred Stock at the same time. As a result, the Company could not determine 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 were included in the amounts above. The Series D Preferred Stock contained beneficial conversion features; a portion was quantifiable at the date of issuance in the amount of $615, which was recognized immediately due to the immediate convertibility of the Series D Preferred Stock and that it had no true redemption date. The additional beneficial conversion feature was quantifiable only at the date of each subsequent conversion. Both beneficial conversion features represent additional value to the holders not known at the date of issuance. As such, they represent a dividend on the Series D Preferred Stock and recorded as a Deemed Dividend. These Deemed Dividends are presented on the Statement of Operations for purposes of calculating Earnings Per Share only and have no net impact on Shareholders’ Deficit. In April 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 60,000 shares of common stock. Deemed Dividends recorded were $0 and $880 for the period ended March 31, 2018 and April 1, 2017, respectively. |
ACCOUNTS RECEIVABLE BASED FINAN
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Receivable Based Financing Activities [Abstract] | |
Accounts Receivable Based Financing Facilities | NOTE 4 – ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES HSBC Invoice Finance (UK) Ltd – New Facility On February 8, 2018, CBS Butler, Longbridge and The JM Group, entered into a new arrangement with HSBC Invoice Finance (UK) Ltd (“HSBC”) which provides for HSBC to purchase the subsidiaries’ accounts receivable up to an aggregate amount of £11,500 across all three subsidiaries. The terms of the arrangement provide for HSBC to fund 90% of the purchased accounts receivable upfront and, a secured borrowing line of 70% of unbilled receivables capped at £1,000 (within the overall aggregate total facility of £11,500). The arrangement has an initial term of 12 months, with an automatic rolling three-month extension and carries a service charge of 1.80%. Under ASU 2016-16, “Statement of Cash Flows (Topic 230, Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force ABN AMRO Commercial Finance In conjunction with the HSBC Invoice Finance (UK) Ltd – New Facility, on February 8, 2018, Longbridge and The JM Group terminated this facility and the remaining balance was paid in full. CBS Butler In conjunction with the HSBC Invoice Finance (UK) Ltd – New Facility, on February 8, 2018, CBS Butler terminated this facility and the remaining balance was paid in full. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5 – DEBT March 31, December 31, 2018 2017 Jackson Investment Group - related party $ 40,000 $ 40,000 ABN AMRO — 254 Total Debt, Gross 40,000 40,254 Less: Debt Discount and Deferred Financing Costs (1,138 ) (1,260 ) Total Debt, Net 38,862 38,994 Less: Current Portion, Net — (245 ) Total Long-Term Debt, Net $ 38,862 $ 38,749 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 per annum, 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. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Equity | NOTE 6 – EQUITY Common Stock The Company issued the following shares of common stock during the period ended Q1 2018: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (minimum and maximum per share) At-the-Market Facility 130,545 $ 415 $ 2.35 $ 3.50 Consultants 14,000 46 3.22 3.42 Board and Committee members 4,200 15 3.25 3.25 Reverse stock split (rounding up shares) 426 - - - 149,171 $ 476 Subsequent to March 31, 2018, the Company had sold 106,687 shares of common stock through its at-the-market facility at a value of $213, and granted 4,200 shares of common stock valued $8 to the board of directors. Restricted Shares The Company has issued shares to employees and board and committee members under its 2015 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan. Under these plans, the shares vest after three years from issuance. As of March 31, 2018, the Company has a total of 475,322 Stock Options During the period Q1 2018 and Q1 2017, the Company recorded share based payment expense of $82 and $93, respectively, in connection with all options outstanding. Convertible Preferred Shares Series A Preferred Stock – Related Party In the period ended March 31, 2018 and April 1, 2017, the Company paid $50 and $0, respectively, in dividends to its Series A preferred stock holders. Series D Preferred Stock The Series D Preferred Stock contained beneficial conversion features; a portion was quantifiable at the date of issuance in the amount of $615, which was recognized immediately due to the immediate convertibility of the Series D Preferred Stock and that it had no true redemption date. The additional contingent beneficial conversion feature was quantifiable only at the date of each subsequent conversion. Both beneficial conversion features represent additional value to the holders. As such, they represent a dividend on the Series D Preferred Stock and recorded as a Deemed Dividend. These Deemed Dividends are presented on the Statement of Operations for purposes of calculation Earnings Per Share only and have no net impact on Shareholders’ Deficit. Deemed Dividends recorded were $0 and $880 for Q1 2018 and Q1 2017, respectively. 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 60,000 shares of common stock. Warrants The Company has accounted for the warrants issued to Jackson as a liability under ASC 815-40 due to certain anti-dilution protection provisions. The Company recorded a change in fair value of the warrant liability of $538 in Q1 2018 using Black-Scholes valuation model. The warrants issued to Jackson are considered to be Level 3 liabilities under ASC 820. On April 25 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Earn-out Liabilities and Stock Value Guarantees Pursuant to the acquisition of Control Solutions International, Inc. (“CSI”) on November 4, 2013, 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 Q1 2018 and Q1 2017, the Company paid $15 and $24, respectively, towards the earn-out liability. No further payments are due. Pursuant to the acquisition of The JM Group on November 5, 2015, 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 (“Appellate Court”) 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 on July 26, 2017, the Appellate Court affirmed the trial Court’s decision but left the legal fee award open for determination by further proceedings in the trial court. On August 29, 2017 the surety company released the supersedeas bond to the New CSI shareholders’ counsel, which was amount was approximately $5 less than the judgment amount with accumulated interest. Payment of this remaining balance has been made by the Company. On September 29, 2017 NewCSI filed a Supplemental Motion in the United States District Court for the Western District of Texas, Austin Division, seeking $629 in attorneys’ fees. The Company opposed this motion but the magistrate judge issued a report and recommendation on November 17, 2017 recommending an award of fees in the amount of $606. The Company has filed an objection with the trial judge to the magistrate’s report and recommendation and awaits a ruling. The Company has fully reserved the amount of the magistrate’s report and recommendation. The Company intends to aggressively assert its defenses in the remaining portion of the proceedings with NewCSI. Nevertheless, there can be no assurance that the outcome of this legal fees determination 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 entitled Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. On July 20, 2016, the arbitrator decided in favor of both of the respondents’ motions. Further on September 21, 2016 the arbitrator rendered the final award, which was set at $1,433. The former officers brought an action in US District Court in New York City under the caption Dealy et al., v. Staffing 360 Solutions, Inc. . |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Segments Geographical Areas [Abstract] | |
Segments | NOTE 8 – SEGMENTS For the period ended Q1 2018 and Q1 2017, the Company generated revenue and gross profit by segment as follows: Q1 2018 Q1 2017 Commercial Staffing - US $ 21,396 $ 22,411 Professional Staffing - US 14,667 11,696 Professional Staffing - UK 19,728 6,605 Total Revenue $ 55,791 $ 40,712 Commercial Staffing - US $ 3,679 $ 3,802 Professional Staffing - US 4,204 2,086 Professional Staffing - UK 3,698 1,438 Total Gross Profit $ 11,581 $ 7,326 Selling, general and administrative expenses $ (11,188 ) $ (7,123 ) Depreciation and amortization (798 ) (760 ) Interest expense (1,955 ) (502 ) Amortization of debt discount and deferred financing costs (122 ) (559 ) Loss on extinguishment of debt, net - (1,368 ) Change in fair value of warrant liability 538 (92 ) Foreign currency re-measurement gain on intercompany note 575 - Other expense 250 2 Loss Before Provision for Income Tax $ (1,119 ) $ (3,076 ) The following table disaggregates revenues by segments for Q1 2018 and Q1 2017: Q1 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 72 $ 1,507 $ 1,215 $ 2,794 Temporary Revenue 21,324 13,160 18,513 52,997 Total $ 21,396 $ 14,667 $ 19,728 $ 55,791 Q1 2017 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 32 $ 126 $ 627 $ 785 Temporary Revenue 22,379 11,570 5,978 39,927 Total $ 22,411 $ 11,696 $ 6,605 $ 40,712 As of March 31, 2018 and April 1, 2017, the Company has assets in the U.S., the U.K. and Canada as follows: March 31, December 30, 2018 2017 United States $ 47,446 $ 53,814 United Kingdom 30,603 32,861 Canada 48 73 Total Assets $ 78,097 $ 86,748 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 9 – ACQUISITIONS The following unaudited pro forma consolidated results of operation have been prepared, as if the acquisition of FirstPro and CBS Butler had occurred as of June 1, 2016: Q1 2017 Revenues $ 60,320 Net loss from continuing operations (3,487 ) |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 10 – OTHER RELATED PARTY TRANSACTIONS In addition to the Series A Preferred Shares and Notes issued to Jackson, the following are other related party transactions: Board and Committee Members During Q1 2018 and Q1 2017 the Company incurred the following for Board and Committee Members: Q1 2018 Q1 2017 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 19 1,400 $ 5 $ 20 $ 13 8,300 $ 31 $ 17 Jeff Grout 19 1,400 5 20 13 8,300 31 17 Nick Florio 19 1,400 5 20 13 8,300 31 17 $ 57 4,200 $ 15 $ 60 $ 39 24,900 $ 93 $ 51 The Company has no balances within accrued in accounts payable and accrued expenses – related parties account as of March 31, 2018. The Briand Separation Agreement The Company’s former employee, board member and officer resigned from his positions with the Company and subsidiaries. The Company entered into an agreement (the “Briand Separation Agreement”) with Mr. Briand dated December 21, 2017, with an effective date (“Separation Date”) of January 31, 2018, pursuant to which Mr. Briand may provide advisory services, if requested by the Company, through the effective date. The Company paid $462 in Q1 2018 to Mr. Briand as part of this separation agreement. The accrued balance due to Mr. Briand as of March 31, 2018 is $318. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION Q1 2018 Q1 2017 Cash paid for: Interest $ 1,710 $ 402 Income taxes 22 110 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 1,144 $ — Shares issued in connection with convertible note — 498 Shares issued in connection with Jackson term loan — 822 Warrants issued in connection with Jackson term loan — 1,613 Deemed Dividends 880 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 30, 2017, the transition period ended December 31, 2016 and fiscal year ended May 31, 2016, which are included in the Company’s December 30, 2017 Form 10-K, filed with the United States Securities and Exchange Commission on March 29, 2018. 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 March 31, 2018 are not necessarily indicative of results for the entire year ending December 29, 2018. This report is for the periods January 1, 2017 to April 1, 2017 (“Q1 2017”) and December 31, 2017 to March 31, 2018 (“Q1 2018”). |
Revenue Recognition | Revenue Recognition The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which control has transferred to the customer. |
Reclassifications | Reclassifications We may make certain reclassifications to prior period amounts to conform with the current years’ presentation. These reclassifications did not have a material effect on our consolidated statement of financial position, results of operations or cash flows. |
Income Taxes | Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was (8.8%) and 16.3% for Q1 2018 and Q1 2017, respectively. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law making significant changes to the Internal Revenue Code. The changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, allowing for immediate expensing of certain qualified property, modifications to many business deductions and credits, and providing various tax incentives. Shortly after the Tax Act was enacted, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides that in these cases a registrant should continue to apply Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2009-06, Income Taxes ("Topic 740") based on the provisions of the tax laws that were in effect immediately prior to the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for registrants to complete the accounting under Topic 740 The Company remeasured domestic deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally the 21% rate imposed by the Tax Act. The Company recorded an expense of $3.7 million to reduce the net deferred tax assets, along with a corresponding benefit for the reduction of the valuation allowance recorded against these balances in our financial statements for the year ended December 30, 2017. At March 31, 2018, in accordance with SAB 118, the Company has not completed its accounting for the tax effects of the one-time transition tax imposed by the Tax Act. In order to determine the amount of the liability with respect to the one-time transition tax, the Company must determine, in addition to other factors, the amount of post-1986 Earnings & Profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. In order to quantify the liability, we are awaiting further interpretative guidance, continuing to assess available tax methods and elections, and continuing to gather additional information to more precisely compute the amount of the transition tax. Therefore, we have not recorded an estimate of the transition tax in our financial statements. In addition, the Company is continuing to evaluate whether Global Intangible Low Tax Income taxes (“GILTI”) are recorded as a current period expense when incurred or whether such amounts should be factored into the Company's measurement of its deferred taxes. As a result, the Company has not included an estimate of the tax impacts related to GILTI in the first quarter of 2018. The Company has not elected a method and will only do so after completing their analysis of the GILTI provisions. |
Foreign Currency | Foreign Currency Staffing 360 Solutions, Inc. has an intercompany note due from Longbridge Recruitment 360 (U.K.) Limited (“Longbridge”), |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 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” (“ASC 606”). 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. 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. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of January 1, 2018 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after January 1, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 (related parties) receive certain dividends or dividend equivalents that are considered participating securities and our loss per share is computed using the two-class method. For Q1 2018 and Q1 2017, 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 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 March 31, 2018 and April 1, 2017 have been excluded from the per share computations, since their inclusion would be anti-dilutive: March 31, April 1, 2018 2017 Convertible bonds - Series B — 1,117 Convertible promissory notes — 184,138 Convertible preferred shares 43,239 692,838 Warrants 925,935 636,726 Restricted shares - unvested 475,332 246,252 Long term incentive plan (LTIP) 178,728 178,728 Options 125,400 122,400 Total 1,748,634 2,062,199 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, December 31, 2018 2017 Jackson Investment Group - related party $ 40,000 $ 40,000 ABN AMRO — 254 Total Debt, Gross 40,000 40,254 Less: Debt Discount and Deferred Financing Costs (1,138 ) (1,260 ) Total Debt, Net 38,862 38,994 Less: Current Portion, Net — (245 ) Total Long-Term Debt, Net $ 38,862 $ 38,749 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | The Company issued the following shares of common stock during the period ended Q1 2018: Shares issued to/for: Number of common shares issued Fair Value of shares issued Fair Value at Issuance (minimum and maximum per share) At-the-Market Facility 130,545 $ 415 $ 2.35 $ 3.50 Consultants 14,000 46 3.22 3.42 Board and Committee members 4,200 15 3.25 3.25 Reverse stock split (rounding up shares) 426 - - - 149,171 $ 476 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenues Gross Profit and Assets by Geographical Segment | For the period ended Q1 2018 and Q1 2017, the Company generated revenue and gross profit by segment as follows: Q1 2018 Q1 2017 Commercial Staffing - US $ 21,396 $ 22,411 Professional Staffing - US 14,667 11,696 Professional Staffing - UK 19,728 6,605 Total Revenue $ 55,791 $ 40,712 Commercial Staffing - US $ 3,679 $ 3,802 Professional Staffing - US 4,204 2,086 Professional Staffing - UK 3,698 1,438 Total Gross Profit $ 11,581 $ 7,326 Selling, general and administrative expenses $ (11,188 ) $ (7,123 ) Depreciation and amortization (798 ) (760 ) Interest expense (1,955 ) (502 ) Amortization of debt discount and deferred financing costs (122 ) (559 ) Loss on extinguishment of debt, net - (1,368 ) Change in fair value of warrant liability 538 (92 ) Foreign currency re-measurement gain on intercompany note 575 - Other expense 250 2 Loss Before Provision for Income Tax $ (1,119 ) $ (3,076 ) As of March 31, 2018 and April 1, 2017, the Company has assets in the U.S., the U.K. and Canada as follows: March 31, December 30, 2018 2017 United States $ 47,446 $ 53,814 United Kingdom 30,603 32,861 Canada 48 73 Total Assets $ 78,097 $ 86,748 |
Disaggregation of Revenues by Segments | The following table disaggregates revenues by segments for Q1 2018 and Q1 2017: Q1 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 72 $ 1,507 $ 1,215 $ 2,794 Temporary Revenue 21,324 13,160 18,513 52,997 Total $ 21,396 $ 14,667 $ 19,728 $ 55,791 Q1 2017 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 32 $ 126 $ 627 $ 785 Temporary Revenue 22,379 11,570 5,978 39,927 Total $ 22,411 $ 11,696 $ 6,605 $ 40,712 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Unaudited Pro Forma Consolidated Results of Operations | The following unaudited pro forma consolidated results of operation have been prepared, as if the acquisition of FirstPro and CBS Butler had occurred as of June 1, 2016: Q1 2017 Revenues $ 60,320 Net loss from continuing operations (3,487 ) |
OTHER RELATED PARTY TRANSACTI24
OTHER RELATED PARTY TRANSACTIONS (Table) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Other Related Party Transactions | During Q1 2018 and Q1 2017 the Company incurred the following for Board and Committee Members: Q1 2018 Q1 2017 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 19 1,400 $ 5 $ 20 $ 13 8,300 $ 31 $ 17 Jeff Grout 19 1,400 5 20 13 8,300 31 17 Nick Florio 19 1,400 5 20 13 8,300 31 17 $ 57 4,200 $ 15 $ 60 $ 39 24,900 $ 93 $ 51 |
SUPPLEMENTAL CASH FLOW INFORM25
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | Q1 2018 Q1 2017 Cash paid for: Interest $ 1,710 $ 402 Income taxes 22 110 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 1,144 $ — Shares issued in connection with convertible note — 498 Shares issued in connection with Jackson term loan — 822 Warrants issued in connection with Jackson term loan — 1,613 Deemed Dividends 880 |
ORGANIZATION AND DESCRIPTION 26
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | Jan. 03, 2018 | Sep. 17, 2015 | Mar. 31, 2018 |
Business Combinations [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | one-for-ten reverse stock split on September 17, 2015 and a one-for-five reverse stock split on January 3, 2018 | ||
Reverse stock split, ratio | 0.2 | 0.1 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | |
Accounting Policies [Line Items] | ||||
Revenue | $ 55,791 | $ 40,712 | ||
Customer contract stipulates payment due | 30 days | |||
Effective income tax rate | (8.80%) | 16.30% | ||
U.S. corporate tax rate | 35.00% | |||
Tax expense effect on net deferred tax assets | $ 3,700 | |||
Foreign currency remeasurement gain | $ 575 | $ 0 | ||
Scenario, Plan [Member] | ||||
Accounting Policies [Line Items] | ||||
U.S. corporate tax rate | 21.00% | |||
Temporary Contractor Revenue [Member] | ||||
Accounting Policies [Line Items] | ||||
Revenue | 52,997 | 39,927 | ||
Permanent Placement Revenue [Member] | ||||
Accounting Policies [Line Items] | ||||
Revenue | $ 2,794 | $ 785 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,748,634 | 2,062,199 |
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 | 1,117 | |
Convertible promissory notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 184,138 | |
Convertible preferred shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 43,239 | 692,838 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 925,935 | 636,726 |
Restricted shares - unvested [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 475,332 | 246,252 |
Long term incentive plan (LTIP) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 178,728 | 178,728 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 125,400 | 122,400 |
LOSS PER COMMON SHARE ((Details
LOSS PER COMMON SHARE ((Details Textual)) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Apr. 01, 2017 | Apr. 30, 2017 | Apr. 05, 2017 | |
Earnings Per Share [Line Items] | ||||
Deemed dividends | $ 0 | $ 880 | ||
Series D Preferred Stock [Member] | ||||
Earnings Per Share [Line Items] | ||||
Redemption of remaining shares | 62 | 62 | ||
Termination of future conversion rights for cash | $ 1,500 | $ 1,500 | ||
Deemed dividends | 0 | $ 880 | ||
Temporary equity beneficial conversion feature | $ 615 | |||
Series D Preferred Stock [Member] | Common Stock [Member] | ||||
Earnings Per Share [Line Items] | ||||
Termination of future conversion rights for shares | 60,000 | 60,000 |
ACCOUNTS RECEIVABLE BASED FIN30
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES- HSBC Invoice Finance (UK) Ltd New Facility (Details Textual) - HSBC Invoice Finance (UK) Ltd – New Facility [Member] - CBS Butler, Longbridge and The JM Group [Member] | Feb. 08, 2018GBP (£)Subsidiary |
Accounts Receivable Based Financing Activities [Line Items] | |
Lending facility | £ 11,500,000 |
Number of subsidiaries | Subsidiary | 3 |
Factoring Arrangement Advance Percentage Eligible Receivable | 90.00% |
Percentage of secured borrowing line of unbilled receivables | 70.00% |
Unbilled receivables, maximum secured borrowing | £ 1,000,000 |
Arrangement initial term | 12 months |
Arrangement automatic rolling extension period | 3 months |
Percentage of service charge | 1.80% |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Debt instrument | $ 40,000 | $ 40,254 |
Less: Debt Discount and Deferred Financing Costs | (1,138) | (1,260) |
Total Debt, Net | 38,862 | 38,994 |
Less: Current Portion, Net | 0 | (245) |
Total Long-Term Debt, Net | 38,862 | 38,749 |
Jackson Investment Group - related party [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 40,000 | 40,000 |
ABN AMRO [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | $ 0 | $ 254 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Jan. 26, 2017 | Jan. 03, 2017 | Mar. 31, 2018 | Apr. 01, 2017 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ 0 | $ (1,368,000) | ||
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) |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 149,171 |
Fair Value of shares issued | $ | $ 476 |
At-the-Market Facility [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 130,545 |
Fair Value of shares issued | $ | $ 415 |
At-the-Market Facility [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 2.35 |
At-the-Market Facility [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 3.50 |
Reverse Stock Split [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 426 |
Consultants [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 14,000 |
Fair Value of shares issued | $ | $ 46 |
Consultants [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 3.22 |
Consultants [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 3.42 |
Board and Committee members [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 4,200 |
Fair Value of shares issued | $ | $ 15 |
Board and Committee members [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 3.25 |
Board and Committee members [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 3.25 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 14, 2018 | Mar. 31, 2018 | Apr. 01, 2017 | Apr. 30, 2017 | Apr. 05, 2017 | |
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 149,171 | ||||
Stock issued | $ 476 | ||||
Stock based compensation | 373 | $ 294 | |||
Dividends paid | 50 | ||||
Deemed dividends | 0 | 880 | |||
Change in fair value of warrant liability | 538 | (92) | |||
Level 3 [Member] | |||||
Stockholders Equity [Line Items] | |||||
Change in fair value of warrant liability | 538 | ||||
Series A Preferred Stock - Related Party [Member] | |||||
Stockholders Equity [Line Items] | |||||
Dividends paid | 50 | 0 | |||
Series D Preferred Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Temporary Equity Beneficial Conversion Feature | 615 | ||||
Deemed dividends | 0 | 880 | |||
Redemption of remaining shares | 62 | 62 | |||
Termination of future conversion rights for cash | $ 1,500 | $ 1,500 | |||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Termination of future conversion rights for shares | 60,000 | 60,000 | |||
Stock Options [Member] | |||||
Stockholders Equity [Line Items] | |||||
Stock based compensation | $ 82 | 93 | |||
2015 And 2016 Omnibus Incentive Plan [Member] | Restricted Shares [Member] | |||||
Stockholders Equity [Line Items] | |||||
Share-based Compensation arrangement by share-based payment award, expiration period | 3 years | ||||
Stock based compensation | $ 245 | $ 173 | |||
2015 And 2016 Omnibus Incentive Plan [Member] | Employees and Board and Committee Members [Member] | Restricted Shares [Member] | |||||
Stockholders Equity [Line Items] | |||||
Unvested shares issued | 475,322 | ||||
At-the-Market Facility [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 130,545 | ||||
Stock issued | $ 415 | ||||
Subsequent Event [Member] | Board of Directors [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 4,200 | ||||
Stock issued | $ 8 | ||||
Subsequent Event [Member] | At-the-Market Facility [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares issued, shares | 106,687 | ||||
Stock issued | $ 213 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Earn-out Liabilities and Stock Value Guarantees (Details Textual) £ in Thousands | Nov. 04, 2013USD ($) | Mar. 31, 2018USD ($) | Apr. 01, 2017USD ($) | Oct. 31, 2015GBP (£) | Dec. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Oct. 31, 2015GBP (£) |
Commitments And Contingencies [Line Items] | |||||||
Payments To Earn Out Agreement | $ 90,000 | $ 1,050,000 | |||||
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 | $ 15,000 | $ 24,000 | |||||
JM Group Acquisition [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 90.00% | ||||||
Performance based compensation, gross profit threshold | £ | £ 850 | ||||||
Business Combination, Contingent Consideration, Liability | $ 1,180,000 | £ 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 | Nov. 17, 2017 | Sep. 29, 2017 | Aug. 29, 2017 | Sep. 21, 2016 | Jan. 26, 2016 | Oct. 21, 2015 | Jun. 03, 2015 | May 20, 2015 | Aug. 14, 2013 | Aug. 31, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | Jan. 31, 2016 | Dec. 31, 2014 |
Commitments And Contingencies [Line Items] | ||||||||||||||
Payments To Earn Out Agreement | $ 90 | $ 1,050 | ||||||||||||
Purchase agreement commitment earn out amount | $ 2,100 | |||||||||||||
Loss Contingency, Final Award | $ 1,433 | |||||||||||||
Loss contingency, amount paid | $ 1,582 | |||||||||||||
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 | |||||||||||||
Remaining judgment amount to be paid | $ 5 | |||||||||||||
Litigation settlement attorney's seeking fees | $ 629 | |||||||||||||
Litigation settlement judge recommended award fees | $ 606 |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 30, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | $ 55,791 | $ 40,712 | |
Total Gross Profit | 11,581 | 7,326 | |
Selling, general and administrative expenses | (11,188) | (7,123) | |
Depreciation and amortization | (798) | (760) | |
Interest expense | (1,955) | (502) | |
Amortization of debt discount and deferred financing costs | (122) | (559) | |
Loss on extinguishment of debt, net | 0 | (1,368) | |
Change in fair value of warrant liability | 538 | (92) | |
Foreign currency re-measurement gain on intercompany note | 575 | 0 | |
Other expense | 250 | 2 | |
Loss Before Provision for Income Tax | (1,119) | (3,076) | |
Total Assets | 78,097 | $ 86,748 | |
UNITED STATES [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Assets | 47,446 | 53,814 | |
UNITED STATES [Member] | Commercial Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 21,396 | 22,411 | |
Total Gross Profit | 3,679 | 3,802 | |
UNITED STATES [Member] | Professional Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 14,667 | 11,696 | |
Total Gross Profit | 4,204 | 2,086 | |
UNITED KINGDOM [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Assets | 30,603 | 32,861 | |
UNITED KINGDOM [Member] | Professional Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 19,728 | 6,605 | |
Total Gross Profit | 3,698 | $ 1,438 | |
CANADA [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Assets | $ 48 | $ 73 |
SEGMENTS (Details 1)
SEGMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 55,791 | $ 40,712 |
Temporary Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 52,997 | 39,927 |
Permanent Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 2,794 | 785 |
UNITED STATES [Member] | Commercial Staffing [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 21,396 | 22,411 |
UNITED STATES [Member] | Commercial Staffing [Member] | Temporary Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 21,324 | 22,379 |
UNITED STATES [Member] | Commercial Staffing [Member] | Permanent Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 72 | 32 |
UNITED STATES [Member] | Professional Staffing [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 14,667 | 11,696 |
UNITED STATES [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 13,160 | 11,570 |
UNITED STATES [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 1,507 | 126 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 19,728 | 6,605 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 18,513 | 5,978 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 1,215 | $ 627 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - FirstPro and CBS Butler [Member] $ in Thousands | 3 Months Ended |
Apr. 01, 2017USD ($) | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |
Revenues | $ 60,320 |
Net loss from continuing operations | $ (3,487) |
OTHER RELATED PARTY TRANSACTI40
OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Related Party Transaction [Line Items] | ||
Stock based compensation | $ 373 | $ 294 |
Board and Committee members [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 57 | $ 39 |
Shares Issued | 4,200 | 24,900 |
Value of Shares Issued | $ 15 | $ 93 |
Stock based compensation | 60 | 51 |
Board and Committee members [Member] | Dimitri Villard [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 19 | $ 13 |
Shares Issued | 1,400 | 8,300 |
Value of Shares Issued | $ 5 | $ 31 |
Stock based compensation | 20 | 17 |
Board and Committee members [Member] | Jeff Grout [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 19 | $ 13 |
Shares Issued | 1,400 | 8,300 |
Value of Shares Issued | $ 5 | $ 31 |
Stock based compensation | 20 | 17 |
Board and Committee members [Member] | Nick Florio [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 19 | $ 13 |
Shares Issued | 1,400 | 8,300 |
Value of Shares Issued | $ 5 | $ 31 |
Stock based compensation | $ 20 | $ 17 |
OTHER RELATED PARTY TRANSACTI41
OTHER RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 30, 2017 | |
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses | $ 19,476,000 | $ 16,709,000 |
Mr. Briand [Member] | Separation Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Severance pay | 462,000 | |
Accrued balance due | 318,000 | |
Board and Committee members [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM42
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Cash paid for: | ||
Interest | $ 1,710 | $ 402 |
Income taxes | 22 | 110 |
Non-Cash Investing and Financing Activities: | ||
Collection of UK factoring facility deferred purchase price | 1,269 | |
Deemed Dividends | 0 | 880 |
HSBC Invoice Finance (UK) Ltd – Factoring Facility [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Collection of UK factoring facility deferred purchase price | 1,144 | 0 |
Convertible Note [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued | 0 | 498 |
Jackson Investment Group Term Loan [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued | 0 | 822 |
Warrants issued in connection with Jackson term loan | $ 0 | $ 1,613 |