Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 29, 2018 | Nov. 13, 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 | --12-29 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | STAF | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 29, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Common Stock, Shares Outstanding | 5,015,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
Current Assets: | ||
Cash | $ 2,824 | $ 3,100 |
Accounts receivable, net | 34,724 | 33,392 |
Prepaid expenses and other current assets | 1,295 | 1,443 |
Total Current Assets | 38,843 | 37,935 |
Property and equipment, net | 1,732 | 1,618 |
Identifiable intangible assets, net | 23,376 | 17,145 |
Goodwill | 32,061 | 27,169 |
Other assets | 2,873 | 2,881 |
Total Assets | 98,885 | 86,748 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 23,700 | 16,709 |
Current portion of debt, net | 675 | 245 |
Accounts receivable financing | 19,680 | 25,983 |
Other current liabilities | 9,350 | 6,372 |
Total Current Liabilities | 53,405 | 49,309 |
Term loan - related party, net | 46,697 | 38,749 |
Term loan, net | 1,185 | |
Warrant Liability | 0 | 1,426 |
Other long-term liabilities | 4,685 | 4,049 |
Total Liabilities | 105,972 | 93,533 |
Commitments and contingencies | ||
Staffing 360 Solutions, Inc. Equity: | ||
Common stock, $0.00001 par value, 40,000,000 and 20,000,000 shares authorized as of September 29, 2018 and December 30, 2017, respectively; 5,003,144 and 3,909,114 shares issued and outstanding, as of September 29, 2018 and December 30, 2017, respectively | 0 | 0 |
Additional paid in capital | 61,673 | 57,574 |
Accumulated other comprehensive income | 1,477 | 783 |
Accumulated deficit | (70,237) | (65,142) |
Total Stockholders' Deficit | (7,087) | (6,785) |
Total Liabilities and Stockholders' Deficit | 98,885 | 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 BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 29, 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 | 5,003,144 | 3,909,114 |
Common Stock, Shares, Outstanding | 5,003,144 | 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 | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 71,317 | $ 50,345 | $ 186,835 | $ 133,174 |
Cost of Revenue, excluding depreciation and amortization stated below | 58,821 | 40,768 | 150,876 | 108,347 |
Gross Profit | 12,496 | 9,577 | 35,959 | 24,827 |
Operating Expenses: | ||||
Selling, general and administrative expenses | 11,097 | 8,800 | 33,315 | 22,362 |
Depreciation and amortization | 741 | 790 | 2,251 | 2,310 |
Total Operating Expenses | 11,838 | 9,590 | 35,566 | 24,672 |
Income (Loss) From Operations | 658 | (13) | 393 | 155 |
Other (Expenses) Income: | ||||
Interest expense | (2,279) | (761) | (6,185) | (1,843) |
Amortization of debt discount and deferred financing costs | (156) | (1,212) | (393) | (2,610) |
Loss on extinguishment of debt, net | 0 | (4,764) | 0 | (6,132) |
Change in fair value of warrant liability | 0 | (688) | 879 | (493) |
Gain from sale of business | 0 | 0 | 238 | 0 |
Re-measurement loss on intercompany note | (186) | 0 | (332) | 0 |
Other, net | (14) | (10) | 227 | (31) |
Total Other Expenses, net | (2,635) | (7,435) | (5,566) | (11,109) |
Loss Before Provision for Income Tax | (1,977) | (7,448) | (5,173) | (10,954) |
Benefit from (Provision for) income taxes | (3) | (206) | 78 | (213) |
Net Loss | (1,980) | (7,654) | (5,095) | (11,167) |
Dividends - Series A preferred stock - related party | 50 | 50 | 150 | 150 |
Deemed Dividends - Series D preferred stock | 0 | 0 | 0 | 2,009 |
Net Loss Attributable to Common Stock Holders | $ (2,030) | $ (7,704) | $ (5,245) | $ (13,326) |
Basic and Diluted Net Loss per Share: | ||||
Net Loss | $ (0.42) | $ (2.63) | $ (1.20) | $ (4.25) |
Net Loss Attributable to Common Stock Holders | $ (0.43) | $ (2.65) | $ (1.23) | $ (5.07) |
Weighted Average Shares Outstanding – Basic and Diluted | 4,721,364 | 2,910,139 | 4,250,500 | 2,628,913 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Loss | $ (1,980) | $ (7,654) | $ (5,095) | $ (11,167) |
Other Comprehensive loss | ||||
Foreign exchange translation adjustment | 356 | 110 | 694 | (193) |
Comprehensive Loss Attributable to the Company | $ (1,624) | $ (7,544) | $ (4,401) | $ (11,360) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,095) | $ (11,167) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,251 | 2,310 |
Amortization of debt discount and deferred financing costs | 393 | 2,610 |
Loss on extinguishment of debt, net | 0 | 6,132 |
Gain in fair value of warrants | (879) | 493 |
Stock based compensation | 951 | 962 |
Re-measurement loss on intercompany note | 332 | 0 |
Gain from sale of business | (238) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,282 | (2,907) |
Prepaid expenses and other current assets | 71 | (552) |
Other assets | 165 | 196 |
Accounts payable and accrued expenses | 2,789 | (129) |
Interest payable - related party | (64) | |
Other current liabilities | (94) | (807) |
Other long-term liabilities | 97 | 285 |
Other | 188 | (201) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 7,149 | (2,775) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of business, net of cash acquired | (9,760) | (20,817) |
Disposal of business, net of cash | 1,403 | |
Purchase of property and equipment | (330) | (169) |
Collection of UK factoring facility deferred purchase price | 7,086 | |
NET CASH USED IN INVESTING ACTIVITIES | (1,601) | (20,986) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of promissory notes | 0 | (441) |
Proceeds from term loan - related party | 8,428 | 50,165 |
Repayments of term loan - related party | (11,165) | |
Proceeds from term loan | 2,047 | |
Repayments of term loan | (422) | (3,811) |
Proceeds from convertible notes | 400 | |
Repayments of convertible notes | (6,635) | |
Repayment of bonds | (50) | |
Repayments (proceeds) on accounts receivable financing, net | (16,220) | 5,242 |
Dividends paid to related parties | (150) | (515) |
Proceeds from At-The-Market Facility | 2,286 | 208 |
Repayment of Series D Preferred Stock | (1,500) | |
Payments made for earn-outs | (1,402) | (1,094) |
Financing costs - related party | (280) | |
Third party financing costs | (109) | (2,311) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (5,822) | 28,493 |
NET (DECREASE) INCREASE IN CASH | (274) | 4,732 |
Effect of exchange rates on cash | (2) | (2) |
Cash - Beginning of period | 3,100 | 650 |
Cash - End of period | $ 2,824 | $ 5,380 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 29, 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 | 9 Months Ended |
Sep. 29, 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 September 29, 2018 are not necessarily indicative of results for the entire year ending December 29, 2018. This report is for the periods July 1, 2018 to September 29, 2018 (“Q3 2018”), July 2, 2017 to September 30, 2017 (“Q3 2017”), December 31, 2017 to September 29, 2018 (“Q3 2018 YTD”) and January 1, 2017 to September 30, 2017 (“Q3 2017 YTD”). PeopleServe Disposition On June 6, 2018, the Company divested the stock of PeopleServe Inc., and PeopleServe PRS, Inc. for a total consideration of $1,502, net of $567 that was remitted back to the buyer on July 31, 2018 in connection with a net working capital true up. The Company recorded a gain of $238 from sale of the business. Clement May Acquisition On June 28, 2018, the Company and Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited), a whollyowned subsidiary of the Company, entered into share purchase agreements (“Share Purchase Agreements”) to acquire all of the share capital of Clement May Limited (“CML”). Consideration for the acquisition of all the shares was (i) an aggregate cash payment of £1,550 ($2,047), (ii) 15,000 shares of the Company’s common stock, (iii) an earn-out payment of up to £500, the amount to be calculated pursuant to that Share Purchase Agreement and to be paid on or around December 28, 2018, and (iv) deferred consideration of £350, to be paid on or around June 28, 2019, depending on the satisfaction of certain conditions set forth in that Share Purchase Agreement. To finance the above transaction, the Company entered into a term loan with HSBC Bank plc. Refer to Note 5 for further details. Key Resources Inc. Acquisition On August 27, 2018, the Company and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect subsidiary of the Company, entered into a share purchase agreement with Pamela D. Whitaker (“Seller”), pursuant to which the Seller sold 100% of the common shares of Key Resources Inc. (“KRI”) to Monroe Staffing (the “KRI Transaction”). The KRI Transaction closed simultaneously with the signing of the share purchase agreement. The purchase price in connection with the KRI Transaction was approximately $12,163, of which (a) approximately $8,109 was paid to the Seller at closing, (b) up to approximately $2,027 is payable as earnout consideration to the Seller on August 27, 2019 and (c) up to $2,027 is payable as earnout consideration to the Seller on August 27, 2020. The payment of the Earnout Consideration is contingent on KRI’s achievement of certain trailing gross profit amounts. To finance the above transaction, the Company entered into an agreement with Jackson Investment Group, LLC (“Jackson”) on August 27, 2018, pursuant to which the note purchase agreement dated as of September 15, 2017 was amended to add an additional senior debt investment of approximately $8,428 in the Company in exchange for a senior secured note in the principal amount of approximately $8,428. Revenue Recognition 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. 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 point control has transferred to the customer. Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was (0.31)%, 4.0%, 1.59% and 2.3% for the period ending Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, 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 September 29, 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 third 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 Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited) Staffing 360 Solutions Limited Staffing 360 Solutions Limited 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. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 29, 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 Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, 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 September 29, 2018 and September 30, 2017 have been excluded from the per share computations, since their inclusion would be anti-dilutive: September 29, September 30, 2018 2017 Convertible preferred shares 43,239 43,239 Warrants 925,935 932,234 Restricted shares - unvested 595,272 463,052 Long term incentive plan (LTIP) 123,515 178,728 Options 125,400 122,400 Total 1,813,361 1,739,653 |
ACCOUNTS RECEIVABLE BASED FINAN
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES | 9 Months Ended |
Sep. 29, 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, Staffing 360 Solutions Limited On June 28, 2018, CML, the Company’s new subsidiary entered into a new agreement with a minimum term of 12 months for purchase of debt (“APD”) with HSBC, joining CBS Butler, Staffing 360 Solutions Limited 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, Staffing 360 Solutions Limited 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 | 9 Months Ended |
Sep. 29, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5 – DEBT September 29, December 30, 2018 2017 Jackson Investment Group - related party $ 48,428 $ 40,000 HSBC Term Loan 1,860 — ABN AMRO — 254 Total Debt, Gross 50,288 40,254 Less: Debt Discount and Deferred Financing Costs (1,731 ) (1,260 ) Total Debt, Net 48,557 38,994 Less: Current Portion, Net (675 ) (245 ) Total Long-Term Debt, Net $ 47,882 $ 38,749 HSBC Term Loan On June 26, 2018, the Company’s UK subsidiary, Staffing 360 Solutions Limited (formerly known as Staffing 360 Solutions (Holdings) Limited), entered into a term loan agreement (the “Term Loan”) with HSBC Bank plc (“HSBC plc”). The Term Loan was drawn down on June 28, 2018 in an original principal amount of £1,550 ($2,047) to fund the upfront cash consideration of the Clement May acquisition. The Term Loan matures on June 28, 2021, unless otherwise accelerated or terminated earlier. The interest rate on the Term Loan is 2.35% over the base rate of 0.75%, which is subject to periodic adjustment, and is payable in monthly installments of principal and interest. The obligations of Staffing 360 Solutions Limited under the term Loan are secured by fixed and floating charges in favor of HSBC plc on all of Staffing 360 Solutions Limited and its UK subsidiaries’ assets, undertakings, accounts receivable and certain other assets pursuant to the terms of the Term Loan agreement. 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, maturing in October 2017. The Company paid this in full on September 18, 2017. Lighthouse Seller Note #1 During the period Q3 2017 and Q3 2017 YTD, the Company paid $1,624 and $1,874 in principal of notes payable, respectively. The Company paid this note in full on September 18, 2017. Lighthouse Seller Note #2 During the period Q3 2017 and Q3 2017 YTD, the Company paid $78 and $234 in principal of notes payable, respectively. This note was paid in full in Q3 2017. Non-interest Bearing Convertible Note (September 10, 2016) On September 10, 2016, the Company entered into a non interest bearing convertible note for $477, whereby the Company received cash of $400. This note 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. The Company paid this in full on September 18, 2017. 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 $15.00 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 120,000 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. Jackson Investment Group Term Loan Note #2 – Related Party On April 5, 2017, the Company amended the note and warrant purchase agreement and entered into a second subordinated secured note for $1,650. Under the terms of this amended agreement, the Company issued to Jackson 59,397 shares of common stock, with an additional 74,184 shares of common stock that were issued after obtaining shareholder approval for issuance of shares to Jackson in excess of the 19.99% limit in June 2017. Also on April 5, 2017, the Company amended the Warrant to allow Jackson to purchase up to an additional 275,508 shares of common stock, modified the initial exercise price of the Warrant to $5.00 per share and modified the conversion price of accrued interest on the note issued to Jackson in January 2017 to $7.50. The Warrant was also amended to increase the amount of common stock issuable to Jackson 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 satisfied all of its outstanding obligations with Midcap Financial Trust, the maturity date would have been 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 Jackson, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to Jackson 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 Jackson at maturity or in the event of a prepayment by the Company, at a conversion price equal to $7.50 per share. The proceeds of this transaction were used to redeem the remaining shares and conversion rights of the Series D Preferred Stock. The Company has accounted for these warrants as a liability under ASC 815-40 due to certain anti-dilution protection provisions. The Company has recorded a liability of $1,426 at December 30, 2017. On April 25, 2018, the Company and Jackson amended the Warrant to remove the anti-dilution clauses. Refer to Note 6 for further details. The Company paid this note in full on September 18, 2017 and entered into a new note with Jackson (refer to “Jackson Note – Related Party”) Jackson Investment Group Term Loan Note #3 – Related Party In August 2017, the Company entered into a promissory note with Jackson for $1,600, with a term of 60 days at interest of 10% per annum and in return for 32,000 shares of common stock. The proceeds of the note were used to fund the satisfaction of a judgment entered in the matter of Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc. The Company paid this in full on September 18, 2017 and entered into a new note with Jackson (refer to “Jackson Note – Related Party”). Jackson Investment Group Term Loan Note #4 – Related Party On September 1, 2017, the Company entered into a promissory note with Jackson for $515, with a term of 31 days at interest of 12% per annum. The proceeds of the note were used to fund other debt obligations. The Company paid this in full on September 18, 2017 and entered into a new note with Jackson (refer to “Jackson Note – Related Party”). Jackson Note – Related Party On September 15, 2017, the Company entered into a $40,000 note agreement with Jackson. The proceeds of the sale of the secured note were used to repay the existing subordinated notes previously issued to Jackson pursuant to the existing note purchase agreement in the aggregate principal amount of $11,165 and to fund a portion of the purchase price consideration of the Firstpro Acquisition and the CBS Butler Acquisition and repay certain other outstanding indebtedness of the Company. The maturity date for the amounts due under the Jackson Note is September 15, 2020. The Jackson Note will accrue interest at 12% per annum, due quarterly on January 1, April 1, July 1 and October 1 in each year, with the first such payment due on January 1, 2018. Interest on any overdue payment of principal or interest due under the Jackson Note will accrue at a rate per annum that is 5% in excess of the rate of interest otherwise payable thereunder. The Company paid a closing fee of $1,000 in connection with its entry into the A&R Note Purchase Agreement and agreed to issue 450,000 shares of the Company’s common stock as a closing commitment fee. These shares are subject to registration rights in favor of Jackson which was included in a new resale registration statement which was filed by the Company on November 1, 2017. The Jackson Note resulted in the extinguishment of the old notes of $11,165 and recording of the new debt of $40,000 at fair value. The Company recorded $4,764 loss upon extinguishment of debt, and deferred debt issuance costs of $1,385 to be amortized over the term of the new loan. Immediately prior to closing the Jackson Note, Jackson owned 526,697 shares of common stock and 905,508 warrants. On August 27, 2018, Company entered into an amended agreement with Jackson, pursuant to which the note purchase agreement dated as of September 15, 2017 was amended and made a new senior debt investment of approximately $8,428 in the Company in exchange for a senior secured note in the principal amount of approximately $8,428. Terms of the additional investment are the same as the Jackson Note. From the proceed of the additional investment, the Company paid a closing fee of $280 and legal fees of $39, and issued 192,000 shares of the Company’s common stock as a closing commitment fee. In connection with the additional investment, the Company entered into Amendment No. 1 to Amended and Restated Warrant Agreement (“Warrant Agreement”) with Jackson. The Warrant Amendment amended that certain Amended and Restated Warrant Agreement with Jackson, dated as of April 25, 2018 (the “Warrant”), to reduce the exercise price of the Warrant from $5.00 per share to $3.50 per share. The incremental fair value of repricing the Warrant to $3.50 per share is $135 and was recognized as deferred financing costs to be amortized over the term of the loan. The Jackson Note includes certain financial customary covenants, including a leverage ratio covenant. As of September 29, 2018, the Company was not in compliance with this covenant. On November 13, 2018, the Company received a waiver from Jackson curing the non-compliance as of September 29, 2018. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 29, 2018 | |
Stockholders Equity Note [Abstract] | |
Equity | NOTE 6 – EQUITY Common Stock The Company issued the following shares of common stock during the nine month period ended September 29, 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 726,821 $ 2,286 $ 1.61 $ 4.23 Jackson Investment Group 192,000 371 1.93 $ 1.93 Employees 125,000 199 1.54 1.61 Consultants 19,383 55 1.40 3.42 Acquisition 15,000 21 1.38 1.38 Board and Committee members 15,400 32 1.40 3.25 Reverse stock split (rounding up shares) 426 - - - 1,094,030 $ 2,964 Subsequent to September 29, 2018, the Company sold 5,109 shares of common stock through its at-the-market facility at a value of $10, and granted 5,600 shares of common stock valued $11 to the board of directors, and 1,165 shares of common valued at $2 for consulting services. Restricted Shares The Company has issued shares to employees and board and committee members under its 2015 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan. Under these plans, the shares are restricted for a period of three years from issuance. As of September 29, 2018, the Company has a total of 597,272 the Company’s stock price on the date of issuance. The impact of forfeitures has historically been immaterial to the financial statements. The Company recorded compensation expense associated with these restricted shares of $248, $206, $728 and $575, for the periods ended Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, respectively. Stock Options The Company recorded share based payment expense of $33, $101, $168 and $299 for the periods ended Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, respectively. Convertible Preferred Shares Series A Preferred Stock – Related Party In the period ended Q3 2018 YTD and Q3 2017 YTD, the Company paid $150 and $515, respectively, in dividends to its Series A preferred stock holders. The Company did not have any Series A dividends payable to preferred stock holders at the end of Q3 2018 YTD and Q3 2017 YTD. 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 $2,009 for Q3 2018 YTD and Q3 2017 YTD, 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 had accounted for the warrants issued to Jackson as a liability under ASC 815-40 due to certain anti-dilution protection provisions. The warrants issued to Jackson are considered to be Level 3 liabilities under ASC 820. On April 25 In connection with the additional investment from Jackson, the Company entered into Amendment No. 1 to Amended and Restated Warrant Agreement (“Warrant agreement”) with Jackson. The Warrant Amendment amended that certain Amended and Restated Warrant Agreement with Jackson, dated as of April 25, 2018 (the “Warrant”), to reduce the exercise price of the Warrant from $5.00 per share to $3.50 per share. The incremental fair value of repricing the Warrants to $3.50 per share is $135 and was recognized as deferred financing costs to be amortized over the term of the Jackson Note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 29, 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 included monthly cash payments to the former owner and shareholder 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 Q2 2018 and Q2 2017, the Company paid $0 and $24, respectively, towards the earn-out liability. During Q3 2018 YTD and Q3 2017 YTD, the Company paid $15 and $68, 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. Pursuant to the acquisition of CBS Butler Holdings Limited (“CBS Butler”) on September 15, 2017, the purchase price includes an earn-out payment of up to £4,214 (payable in December 2018, based upon CBS Butler’s operating performance during the period September 1, 2017 through August 31, 2018), and (iv) deferred consideration of £150 less the aggregate amount of each CBS Butler Shareholder’s portion of the net asset shortfall amount, if any, as determined pursuant to the Share Purchase Agreement and the Option Purchase Agreement. In September 2018, the Company paid the deferred consideration of £150 ($195). Pursuant to the acquisition of FirstPro Inc. (“FirstPro”) on September 15, 2017, the purchase price includes deferred quarterly installments of $75 beginning on October 1, 2017, and $2,675 is payable annually in three equal installments beginning on September 15, 2018. The Company has made $75 and $300 in quarterly installments during the period Q3 2018 and Q3 2018 YTD, respectively. The Company made its annual installment of $892 in September 2018. Pursuant to the acquisition of Clement May on June 28, 2018, the purchase price includes an earnout payment of up to £500 to be paid on or around December 28, 2018; and deferred consideration of £350, the amount to be calculated and paid pursuant to the Share Purchase Agreement, to be paid on or around June 28, 2019. Pursuant to the acquisition of KRI on August 27, 2018, the purchase price includes earnout consideration payable to the seller of $2,027 and $2,027 on August 27, 2019 and August 27, 2020, respectively. The payment of the earnout consideration is contingent on KRI’s achievement of certain trailing gross profit amounts. 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. 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. A 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. 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. 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 filed an objection with the trial judge to the magistrate’s report and recommendation. On May 30, 2018 the trial judge issued an order adopting the report and recommendation of the magistrate judge and awarding NewCSI the amount of $606 in legal fees, plus interest at the statutory rate of 2.27% per annum. The Company paid $606 in full settlement of this matter in June 2018. 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 | 9 Months Ended |
Sep. 29, 2018 | |
Segments Geographical Areas [Abstract] | |
Segments | NOTE 8 – SEGMENTS The Company generated revenue and gross profit by segment as follows: Q3 2018 Q3 2017 Q3 2018 YTD Q3 2017 YTD Commercial Staffing - US $ 28,496 $ 25,635 $ 73,441 $ 71,354 Professional Staffing - US 11,301 12,259 40,034 36,187 Professional Staffing - UK 31,520 12,451 73,360 25,633 Total Revenue $ 71,317 $ 50,345 $ 186,835 $ 133,174 Commercial Staffing - US $ 4,463 $ 4,642 $ 12,278 $ 12,947 Professional Staffing - US 4,069 2,411 12,268 6,528 Professional Staffing - UK 3,964 2,524 11,413 5,352 Total Gross Profit $ 12,496 $ 9,577 $ 35,959 $ 24,827 Selling, general and administrative expenses $ (11,097 ) $ (8,800 ) $ (33,315 ) $ (22,362 ) Depreciation and amortization (741 ) (790 ) (2,251 ) (2,310 ) Interest expense (2,279 ) (761 ) (6,185 ) (1,843 ) Amortization of debt discount and deferred financing costs (156 ) (1,212 ) (393 ) (2,610 ) Loss on extinguishment of debt, net — (4,764 ) — (6,132 ) Change in fair value of warrant liability — (688 ) 879 (493 ) Gain from sale of business — — 238 — Re-measurement loss on intercompany note (186 ) — (332 ) — Other (expense) income, net (14 ) (10 ) 227 (31 ) Loss Before Provision for Income Tax $ (1,977 ) $ (7,448 ) $ (5,173 ) $ (10,954 ) The following table disaggregates revenues by segments: Q3 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 13 $ 1,714 $ 907 $ 2,634 Temporary Revenue 28,483 9,587 30,613 68,683 Total $ 28,496 $ 11,301 $ 31,520 $ 71,317 Q3 2017 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 92 $ 291 $ 992 $ 1,375 Temporary Revenue 25,543 11,968 11,459 48,970 Total $ 25,635 $ 12,259 $ 12,451 $ 50,345 Q3 2018 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 128 $ 4,887 $ 3,302 $ 8,317 Temporary Revenue 73,313 35,147 70,058 178,518 Total $ 73,441 $ 40,034 $ 73,360 $ 186,835 Q3 2017 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 136 $ 570 $ 2,248 $ 2,954 Temporary Revenue 71,218 35,617 23,385 130,220 Total $ 71,354 $ 36,187 $ 25,633 $ 133,174 As of September 29, 2018 and December 30, 2017, the Company has assets in the U.S., the U.K. and Canada as follows: September 29, December 30, 2018 2017 United States $ 58,484 $ 53,814 United Kingdom 40,306 32,861 Canada 95 73 Total Assets $ 98,885 $ 86,748 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 29, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 9 – ACQUISITIONS In accordance with ASC 805, the Company accounts for acquisitions using the purchase method under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. In connection with the acquisition of KRI and Clement May, the Company recorded the following identifiable intangible assets, based on preliminary valuation. KRI Clement May Goodwill (1) $ 3,346 $ 1,545 Intangible assets Tradenames $ 1,000 $ 470 Non-compete — 273 Customer Relationships 6,400 451 $ 7,400 $ 1,194 (1) G oodwill amounts for KRI are shown net of adjustments of $627 for discounting of deferred earnouts and other purchase accounting adjustments. Goodwill of Clement May is included in the Company’s Professional-UK reportable segment. Goodwill of KRI is included in the Company’s Professional-US reportable segment. Identified intangible assets for Clement May are being amortized on a straight-line basis over their weighted average estimated useful life of 8.4 of $14,305 i Identified intangible assets of KRI are being amortized on a straight-line basis over their weighted average estimated useful life of 10 y of $2,531 i The following table summarizes the final allocation of the purchase price to the estimated fair values of net assets acquired at the date of the acquisition: KRI Clement May Purchase price $ 11,536 $ 3,543 Less: Net assets acquired $ (790 ) $ (804 ) Intangible assets (7,400 ) (1,194 ) Goodwill $ 3,346 $ 1,545 The Company recorded a total of $105 and $35 in third party expenses associated with consummating the Clement May and KRI acquisitions, respectively, which are included in Selling, general and administrative expenses, excluding depreciation and amortization stated on the Consolidated Statement 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, and acquisition of KRI and Clement May acquired on January 1, 2017. Q3 2018 Q3 2017 Q3 2018 YTD Q3 2017 YTD Revenues $ 76,749 $ 83,118 $ 234,001 $ 244,485 Net loss from continuing operations (2,269 ) (7,683 ) (5,392 ) (11,956 ) |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 29, 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 The Company had the following activity with its Board and Committee Members: Q3 2018 Q3 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 $ 2 $ 22 $ 19 1,400 $ 6 $ 19 Jeff Grout 19 1,400 2 22 19 1,400 6 19 Nick Florio 19 1,400 2 22 19 1,400 7 19 Alicia Barker — 1,400 2 — — — — — $ 57 5,600 $ 8 $ 66 $ 57 4,200 $ 19 $ 57 Q3 2018 YTD Q3 2017 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 56 4,200 $ 9 $ 62 $ 50 14,900 $ 60 $ 53 Jeff Grout 56 4,200 9 62 50 14,900 60 53 Nick Florio 56 4,200 9 62 50 15,100 61 53 Alicia Barker 19 2,800 4 — — — — — $ 187 15,400 $ 31 $ 186 $ 150 44,900 $ 181 $ 159 The Company has no balances in accounts payable and accrued expenses – related parties account as of September 29, 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 $16 in Q3 2018 to Mr. Briand as part of this separation agreement. The accrued balance due to Mr. Briand as of September 29, 2018 is $284. Appointment of Officers On March 28, 2018, the Company appointed Alicia Barker to fill the Class II director vacancy created by the departure of Mr. Briand earlier this year, such appointment was effective April 1, 2018. Ms. Barker joined the company’s board of directors as an independent director and serves on the Board’s Compensation Committee and on the Nominating and Corporate Governance Committee. Effective July 1, 2018, the Company entered into an Employment Agreement with Alicia Barker that appointed her as the Company’s Chief Operating Officer. Ms. Barker will continue as a member of the Company’s board of directors, but effective with her appointment will no longer be a member of any Board committee, nor an independent member of the Board, bringing the number of independent directors to three of five Board members. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 29, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION Q3 2018 YTD Q3 2017 YTD Cash paid for: Interest $ 4,775 $ 1,827 Income taxes 104 140 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 8,418 $ — Shares issued in connection with acquisition of business 21 — Shares issued in connection with convertible note — 498 Shares issued in connection with Jackson term loan 371 2,527 Shares issued in connection with Series D payoff — 208 Shares issued in connection with CBS Butler acquisition — 430 Warrants issued in connection with Jackson term loan 682 2,303 CSI earnout (payment with Surety bond) — 1,405 Deemed Dividends — 2,009 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 29, 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 September 29, 2018 are not necessarily indicative of results for the entire year ending December 29, 2018. This report is for the periods July 1, 2018 to September 29, 2018 (“Q3 2018”), July 2, 2017 to September 30, 2017 (“Q3 2017”), December 31, 2017 to September 29, 2018 (“Q3 2018 YTD”) and January 1, 2017 to September 30, 2017 (“Q3 2017 YTD”). |
PeopleServe Disposition | PeopleServe Disposition On June 6, 2018, the Company divested the stock of PeopleServe Inc., and PeopleServe PRS, Inc. for a total consideration of $1,502, net of $567 that was remitted back to the buyer on July 31, 2018 in connection with a net working capital true up. The Company recorded a gain of $238 from sale of the business. |
Acquisition | Clement May Acquisition On June 28, 2018, the Company and Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited), a whollyowned subsidiary of the Company, entered into share purchase agreements (“Share Purchase Agreements”) to acquire all of the share capital of Clement May Limited (“CML”). Consideration for the acquisition of all the shares was (i) an aggregate cash payment of £1,550 ($2,047), (ii) 15,000 shares of the Company’s common stock, (iii) an earn-out payment of up to £500, the amount to be calculated pursuant to that Share Purchase Agreement and to be paid on or around December 28, 2018, and (iv) deferred consideration of £350, to be paid on or around June 28, 2019, depending on the satisfaction of certain conditions set forth in that Share Purchase Agreement. To finance the above transaction, the Company entered into a term loan with HSBC Bank plc. Refer to Note 5 for further details. Key Resources Inc. Acquisition On August 27, 2018, the Company and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect subsidiary of the Company, entered into a share purchase agreement with Pamela D. Whitaker (“Seller”), pursuant to which the Seller sold 100% of the common shares of Key Resources Inc. (“KRI”) to Monroe Staffing (the “KRI Transaction”). The KRI Transaction closed simultaneously with the signing of the share purchase agreement. The purchase price in connection with the KRI Transaction was approximately $12,163, of which (a) approximately $8,109 was paid to the Seller at closing, (b) up to approximately $2,027 is payable as earnout consideration to the Seller on August 27, 2019 and (c) up to $2,027 is payable as earnout consideration to the Seller on August 27, 2020. The payment of the Earnout Consideration is contingent on KRI’s achievement of certain trailing gross profit amounts. To finance the above transaction, the Company entered into an agreement with Jackson Investment Group, LLC (“Jackson”) on August 27, 2018, pursuant to which the note purchase agreement dated as of September 15, 2017 was amended to add an additional senior debt investment of approximately $8,428 in the Company in exchange for a senior secured note in the principal amount of approximately $8,428. |
Revenue Recognition | Revenue Recognition 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. 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 point control has transferred to the customer. |
Reclassifications | Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
Income Taxes | Income Taxes The Company's provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. The Company’s effective tax rate may change from period to period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, and tax audit settlements. The effective income tax rate was (0.31)%, 4.0%, 1.59% and 2.3% for the period ending Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, 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 September 29, 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 third 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 Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited) Staffing 360 Solutions Limited Staffing 360 Solutions Limited |
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. |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 29, 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 Q3 2018, Q3 2017, Q3 2018 YTD and Q3 2017 YTD, 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 September 29, 2018 and September 30, 2017 have been excluded from the per share computations, since their inclusion would be anti-dilutive: September 29, September 30, 2018 2017 Convertible preferred shares 43,239 43,239 Warrants 925,935 932,234 Restricted shares - unvested 595,272 463,052 Long term incentive plan (LTIP) 123,515 178,728 Options 125,400 122,400 Total 1,813,361 1,739,653 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | September 29, December 30, 2018 2017 Jackson Investment Group - related party $ 48,428 $ 40,000 HSBC Term Loan 1,860 — ABN AMRO — 254 Total Debt, Gross 50,288 40,254 Less: Debt Discount and Deferred Financing Costs (1,731 ) (1,260 ) Total Debt, Net 48,557 38,994 Less: Current Portion, Net (675 ) (245 ) Total Long-Term Debt, Net $ 47,882 $ 38,749 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | The Company issued the following shares of common stock during the nine month period ended September 29, 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 726,821 $ 2,286 $ 1.61 $ 4.23 Jackson Investment Group 192,000 371 1.93 $ 1.93 Employees 125,000 199 1.54 1.61 Consultants 19,383 55 1.40 3.42 Acquisition 15,000 21 1.38 1.38 Board and Committee members 15,400 32 1.40 3.25 Reverse stock split (rounding up shares) 426 - - - 1,094,030 $ 2,964 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenues Gross Profit and Assets by Geographical Segment | The Company generated revenue and gross profit by segment as follows: Q3 2018 Q3 2017 Q3 2018 YTD Q3 2017 YTD Commercial Staffing - US $ 28,496 $ 25,635 $ 73,441 $ 71,354 Professional Staffing - US 11,301 12,259 40,034 36,187 Professional Staffing - UK 31,520 12,451 73,360 25,633 Total Revenue $ 71,317 $ 50,345 $ 186,835 $ 133,174 Commercial Staffing - US $ 4,463 $ 4,642 $ 12,278 $ 12,947 Professional Staffing - US 4,069 2,411 12,268 6,528 Professional Staffing - UK 3,964 2,524 11,413 5,352 Total Gross Profit $ 12,496 $ 9,577 $ 35,959 $ 24,827 Selling, general and administrative expenses $ (11,097 ) $ (8,800 ) $ (33,315 ) $ (22,362 ) Depreciation and amortization (741 ) (790 ) (2,251 ) (2,310 ) Interest expense (2,279 ) (761 ) (6,185 ) (1,843 ) Amortization of debt discount and deferred financing costs (156 ) (1,212 ) (393 ) (2,610 ) Loss on extinguishment of debt, net — (4,764 ) — (6,132 ) Change in fair value of warrant liability — (688 ) 879 (493 ) Gain from sale of business — — 238 — Re-measurement loss on intercompany note (186 ) — (332 ) — Other (expense) income, net (14 ) (10 ) 227 (31 ) Loss Before Provision for Income Tax $ (1,977 ) $ (7,448 ) $ (5,173 ) $ (10,954 ) As of September 29, 2018 and December 30, 2017, the Company has assets in the U.S., the U.K. and Canada as follows: September 29, December 30, 2018 2017 United States $ 58,484 $ 53,814 United Kingdom 40,306 32,861 Canada 95 73 Total Assets $ 98,885 $ 86,748 |
Disaggregation of Revenues by Segments | The following table disaggregates revenues by segments: Q3 2018 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 13 $ 1,714 $ 907 $ 2,634 Temporary Revenue 28,483 9,587 30,613 68,683 Total $ 28,496 $ 11,301 $ 31,520 $ 71,317 Q3 2017 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 92 $ 291 $ 992 $ 1,375 Temporary Revenue 25,543 11,968 11,459 48,970 Total $ 25,635 $ 12,259 $ 12,451 $ 50,345 Q3 2018 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 128 $ 4,887 $ 3,302 $ 8,317 Temporary Revenue 73,313 35,147 70,058 178,518 Total $ 73,441 $ 40,034 $ 73,360 $ 186,835 Q3 2017 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 136 $ 570 $ 2,248 $ 2,954 Temporary Revenue 71,218 35,617 23,385 130,220 Total $ 71,354 $ 36,187 $ 25,633 $ 133,174 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Business Combinations [Abstract] | |
Schedule of Identifiable Intangible Assets Acquisition | In connection with the acquisition of KRI and Clement May, the Company recorded the following identifiable intangible assets, based on preliminary valuation. KRI Clement May Goodwill (1) $ 3,346 $ 1,545 Intangible assets Tradenames $ 1,000 $ 470 Non-compete — 273 Customer Relationships 6,400 451 $ 7,400 $ 1,194 (1) G oodwill amounts for KRI are shown net of adjustments of $627 for discounting of deferred earnouts and other purchase accounting adjustments. |
Summary of Final Allocation of Purchase Price to Estimated Fair Values of Net Assets Acquired | The following table summarizes the final allocation of the purchase price to the estimated fair values of net assets acquired at the date of the acquisition: KRI Clement May Purchase price $ 11,536 $ 3,543 Less: Net assets acquired $ (790 ) $ (804 ) Intangible assets (7,400 ) (1,194 ) Goodwill $ 3,346 $ 1,545 |
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, and acquisition of KRI and Clement May acquired on January 1, 2017. Q3 2018 Q3 2017 Q3 2018 YTD Q3 2017 YTD Revenues $ 76,749 $ 83,118 $ 234,001 $ 244,485 Net loss from continuing operations (2,269 ) (7,683 ) (5,392 ) (11,956 ) |
OTHER RELATED PARTY TRANSACTI_2
OTHER RELATED PARTY TRANSACTIONS (Table) | 9 Months Ended |
Sep. 29, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Other Related Party Transactions | The Company had the following activity with its Board and Committee Members: Q3 2018 Q3 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 $ 2 $ 22 $ 19 1,400 $ 6 $ 19 Jeff Grout 19 1,400 2 22 19 1,400 6 19 Nick Florio 19 1,400 2 22 19 1,400 7 19 Alicia Barker — 1,400 2 — — — — — $ 57 5,600 $ 8 $ 66 $ 57 4,200 $ 19 $ 57 Q3 2018 YTD Q3 2017 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 56 4,200 $ 9 $ 62 $ 50 14,900 $ 60 $ 53 Jeff Grout 56 4,200 9 62 50 14,900 60 53 Nick Florio 56 4,200 9 62 50 15,100 61 53 Alicia Barker 19 2,800 4 — — — — — $ 187 15,400 $ 31 $ 186 $ 150 44,900 $ 181 $ 159 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | Q3 2018 YTD Q3 2017 YTD Cash paid for: Interest $ 4,775 $ 1,827 Income taxes 104 140 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 8,418 $ — Shares issued in connection with acquisition of business 21 — Shares issued in connection with convertible note — 498 Shares issued in connection with Jackson term loan 371 2,527 Shares issued in connection with Series D payoff — 208 Shares issued in connection with CBS Butler acquisition — 430 Warrants issued in connection with Jackson term loan 682 2,303 CSI earnout (payment with Surety bond) — 1,405 Deemed Dividends — 2,009 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | Jan. 03, 2018 | Sep. 17, 2015 | Sep. 29, 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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) £ in Thousands, $ in Thousands | Dec. 28, 2018GBP (£) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($)shares | Jun. 28, 2018GBP (£)shares | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 29, 2018 | Dec. 30, 2017USD ($) | Dec. 28, 2019GBP (£) | Jul. 31, 2018USD ($) | Jun. 06, 2018USD ($) |
Accounting Policies [Line Items] | |||||||||||||
Gain from sale of business | $ 0 | $ 0 | $ 238 | $ 0 | |||||||||
Revenue | $ 71,317 | $ 50,345 | $ 186,835 | $ 133,174 | |||||||||
Customer contract stipulates payment due | 30 days | 30 days | |||||||||||
Effective income tax rate | (0.31%) | 4.00% | 1.59% | 2.30% | |||||||||
U.S. corporate tax rate | 35.00% | ||||||||||||
Tax expense effect on net deferred tax assets | $ 3,700 | ||||||||||||
Foreign currency remeasurement loss | $ 186 | $ 0 | $ 332 | $ 0 | |||||||||
Temporary Contractor Revenue [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Revenue | 68,683 | 48,970 | 178,518 | 130,220 | |||||||||
Permanent Placement Revenue [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Revenue | $ 2,634 | $ 1,375 | $ 8,317 | $ 2,954 | |||||||||
Jackson Note [Member] | Senior Secured Note [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Principal amount of debt exchanged for senior secured note | $ 8,428 | ||||||||||||
Senior Debt [Member] | Jackson Note [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Debt Instrument, Face Amount | 8,428 | ||||||||||||
Scenario, Plan [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
U.S. corporate tax rate | 21.00% | ||||||||||||
Clement May Limited [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Aggregate cash payment | $ 2,047 | £ 1,550 | |||||||||||
Number of common stock issued | shares | 15,000 | 15,000 | |||||||||||
Contingent consideration arrangements, description | Consideration for the acquisition of all the shares was (i) an aggregate cash payment of £1,550 ($2,047), (ii) 15,000 shares of the Company’s common stock, (iii) an earn-out payment of up to £500, the amount to be calculated pursuant to that Share Purchase Agreement and to be paid on or around December 28, 2018, and (iv) deferred consideration of £350, to be paid on or around June 28, 2019, depending on the satisfaction of certain conditions set forth in that Share Purchase Agreement. | ||||||||||||
Clement May Limited [Member] | Scenario, Forecast [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Payments for earn-out | £ | £ 500 | ||||||||||||
Deferred consideration | £ | £ 350 | ||||||||||||
Key Resources Inc. [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Deferred consideration | 3,427 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Aggregate cash payment | 8,109 | ||||||||||||
Aggregate consideration price | 12,163 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Deferred consideration | 2,027 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | Maximum [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Deferred consideration | 2,027 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Deferred consideration | 2,027 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | Maximum [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Deferred consideration | $ 2,027 | ||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Ownership percentage | 100.00% | ||||||||||||
PeopleServe Inc., and PeopleServe PRS, Inc. [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Total consideration received | $ 1,502 | ||||||||||||
Consideration remitted back to buyer | $ 567 | ||||||||||||
Gain from sale of business | $ 238 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 9 Months Ended | |
Sep. 29, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,813,361 | 1,739,653 |
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 | 43,239 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 925,935 | 932,234 |
Restricted shares - unvested [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 595,272 | 463,052 |
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 | 123,515 | 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 |
ACCOUNTS RECEIVABLE BASED FIN_2
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES- HSBC Invoice Finance (UK) Ltd New Facility (Details Textual) - HSBC Invoice Finance (UK) Ltd - New Facility [Member] - CBS Butler, Staffing 360 Solutions Limited and The JM Group [Member] | Jun. 28, 2018GBP (£) | 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% | |
Clement May Limited [Member] | Agreement Purchase Debt [Member] | ||
Accounts Receivable Based Financing Activities [Line Items] | ||
Lending facility | £ 20,000,000 | |
Unbilled receivables, maximum secured borrowing | £ 1,500,000 | |
Minimum agreement term for purchase of debt | 12 months | |
Unbilled receivables period | 90 days |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
Debt Instrument [Line Items] | ||
Debt instrument | $ 50,288 | $ 40,254 |
Less: Debt Discount and Deferred Financing Costs | (1,731) | (1,260) |
Total Debt, Net | 48,557 | 38,994 |
Less: Current Portion, Net | (675) | (245) |
Total Long-Term Debt, Net | 47,882 | 38,749 |
HSBC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,860 | 0 |
Jackson Investment Group - related party [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 48,428 | 40,000 |
ABN AMRO [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | $ 0 | $ 254 |
DEBT (Details Textual)
DEBT (Details Textual) $ / shares in Units, £ in Thousands | Aug. 27, 2018USD ($)shares | Jun. 28, 2018USD ($) | Jun. 28, 2018GBP (£) | Apr. 25, 2018USD ($)$ / shares | Sep. 15, 2017USD ($)shares | Sep. 01, 2017USD ($) | Apr. 11, 2017USD ($) | Apr. 05, 2017USD ($)$ / sharesshares | Jan. 26, 2017USD ($) | Jan. 03, 2017USD ($)$ / sharesshares | Sep. 16, 2016USD ($) | Aug. 31, 2017USD ($)shares | Mar. 31, 2017USD ($) | Sep. 29, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 29, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 30, 2017USD ($)shares | Jan. 31, 2017$ / shares |
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from convertible notes | $ 400,000 | ||||||||||||||||||
Loss on extinguishment of debt | $ 0 | $ (4,764,000) | $ 0 | (6,132,000) | |||||||||||||||
Shares issued, shares | shares | 1,094,030 | ||||||||||||||||||
Warrant liability | $ 0 | $ 0 | $ 1,426,000 | ||||||||||||||||
Common Stock, Shares, Outstanding | shares | 5,003,144 | 5,003,144 | 3,909,114 | ||||||||||||||||
Jackson Investment Group, LLC [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||
Shares issued, shares | shares | 192,000 | ||||||||||||||||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, conversion price | $ / shares | $ 7.50 | ||||||||||||||||||
Shares issued, shares | shares | 32,000 | ||||||||||||||||||
8% Convertible Note (July 8, 2015) and 8% Convertible Note (February 8, 2016) [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 1, 2018 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||
Debt instrument refinanced aggregate amount | $ 2,688,000 | ||||||||||||||||||
Financing Original Issue Term | 21 months | ||||||||||||||||||
Debt Instrument Face Amount | $ 3,126,000 | ||||||||||||||||||
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, conversion price | $ / shares | $ 15 | ||||||||||||||||||
Debt instrument percentage of prepayment penalty for early redemption | 20.00% | ||||||||||||||||||
Common stock issued to holder | shares | 120,000 | ||||||||||||||||||
Common stock issued to holder, value | $ 498,000 | ||||||||||||||||||
Extinguishment of Debt, Amount | 2,688,000 | ||||||||||||||||||
Loss on extinguishment of debt | $ (498,000) | $ (870,000) | |||||||||||||||||
Jackson Note – Related Party [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 526,697 | ||||||||||||||||||
Warrant, outstanding | shares | 905,508 | ||||||||||||||||||
Jackson Note – Related Party [Member] | Senior Debt [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument Face Amount | $ 8,428,000 | ||||||||||||||||||
Jackson Note – Related Party [Member] | A&R Note Purchase Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 15, 2020 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Debt Instrument Face Amount | $ 40,000,000 | ||||||||||||||||||
Debt instrument, payment terms | The Jackson Note will accrue interest at 12% per annum, due quarterly on January 1, April 1, July 1 and October 1 in each year, with the first such payment due on January 1, 2018 | ||||||||||||||||||
Extinguishment of Debt, Amount | 11,165,000 | ||||||||||||||||||
Loss on extinguishment of debt | $ (4,764,000) | ||||||||||||||||||
Shares issued, shares | shares | 450,000 | ||||||||||||||||||
Proceeds from sale of secured notes to repay existing subordinated notes aggregate principal amount | $ 11,165,000 | ||||||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||||||||||||
Debt instrument, date of first required payment | Jan. 1, 2018 | ||||||||||||||||||
Debt instrument, interest payment due description | Interest on any overdue payment of principal or interest due under the Jackson Note will accrue at a rate per annum that is 5% in excess of the rate of interest otherwise payable thereunder | ||||||||||||||||||
Debt instrument, incremental percentage on interest rate | 5.00% | ||||||||||||||||||
Payment of closing fee | $ 1,000,000 | ||||||||||||||||||
Debt issuance costs | $ 1,385,000 | ||||||||||||||||||
Jackson Note – Related Party [Member] | Amended Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Shares issued, shares | shares | 192,000 | ||||||||||||||||||
Payment of closing fee | $ 280,000 | ||||||||||||||||||
Payment of legal fee | 39,000 | ||||||||||||||||||
Jackson Note – Related Party [Member] | Amended Agreement [Member] | Senior Debt [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument Face Amount | 8,428,000 | ||||||||||||||||||
Non-interest Bearing Convertible Note - April 11, 2017 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible Notes Payable | $ 477,000 | ||||||||||||||||||
Proceeds from convertible notes | $ 400,000 | ||||||||||||||||||
Convertible notes, maturity date | 2017-10 | ||||||||||||||||||
Lighthouse Seller Note #1 [Member] | Lighthouse Placement Services [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest or principal payment | 1,624,000 | 1,874,000 | |||||||||||||||||
Lighthouse - Seller Note #2 [Member] | Lighthouse Placement Services [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest or principal payment | $ 78,000 | $ 234,000 | |||||||||||||||||
Non-interest Bearing Convertible Note - September 10, 2016 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible Notes Payable | $ 477,000 | $ 565,000 | |||||||||||||||||
Proceeds from convertible notes | $ 400,000 | ||||||||||||||||||
Convertible notes, maturity date | 2017-03 | ||||||||||||||||||
Convertible notes, extended maturity date | 2017-09 | ||||||||||||||||||
HSBC Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from credit agreement | $ 2,047,000 | £ 1,550 | |||||||||||||||||
Debt Instrument, Maturity Date | Jun. 28, 2021 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.35% | 2.35% | |||||||||||||||||
Debt Instrument Basis Spread On Variable Rate | 0.75% | 0.75% | |||||||||||||||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 8, 2019 | ||||||||||||||||||
Interest or principal payment | $ 0 | ||||||||||||||||||
Debt Instrument Face Amount | $ 1,650,000 | ||||||||||||||||||
Debt Instrument, conversion price | $ / shares | $ 7.50 | ||||||||||||||||||
Shares issued, shares | shares | 59,397 | ||||||||||||||||||
Additional stock issued during period shares to be issued in excess percentage | shares | 74,184 | ||||||||||||||||||
Minimum threshold limit of ownership interest percentage | 19.99% | ||||||||||||||||||
Additional stock issued during period shares new issues | shares | 275,508 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5 | ||||||||||||||||||
Restated debt instrument, maturity date | Jul. 25, 2018 | ||||||||||||||||||
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 Jackson, the Company may also, at its option, redeem all or some of the then outstanding principal amount of the note by paying to Jackson 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% | ||||||||||||||||||
Warrant liability | $ 1,426,000 | ||||||||||||||||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | Warrant Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.50 | ||||||||||||||||||
Incremental fair value of repricing the warrant | $ 135,000 | ||||||||||||||||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption of outstanding principal amount | $ 100,000 | ||||||||||||||||||
Jackson Investment Group Term Loan Note #3 - Related Party [Member] | Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Financing Original Issue Term | 60 days | ||||||||||||||||||
Debt Instrument Face Amount | $ 1,600,000 | ||||||||||||||||||
Jackson Investment Group Term Loan Note #4 - Related Party [Member] | Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Financing Original Issue Term | 31 days | ||||||||||||||||||
Debt Instrument Face Amount | $ 515,000 | ||||||||||||||||||
Senior Secured Note [Member] | Jackson Note – Related Party [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount of debt exchanged for senior secured note | 8,428,000 | ||||||||||||||||||
Senior Secured Note [Member] | Jackson Note – Related Party [Member] | Amended Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount of debt exchanged for senior secured note | $ 8,428,000 |
EQUITY (Details)
EQUITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 29, 2018USD ($)$ / sharesshares | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 1,094,030 |
Fair Value of shares issued | $ | $ 2,964 |
At-the-Market Facility [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 726,821 |
Fair Value of shares issued | $ | $ 2,286 |
Reverse Stock Split [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 426 |
Jackson Investment Group [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 192,000 |
Fair Value of shares issued | $ | $ 371 |
Minimum [Member] | At-the-Market Facility [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.61 |
Minimum [Member] | Jackson Investment Group [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | 1.93 |
Maximum [Member] | At-the-Market Facility [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | 4.23 |
Maximum [Member] | Jackson Investment Group [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.93 |
Acquisition [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 15,000 |
Fair Value of shares issued | $ | $ 21 |
Acquisition [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.38 |
Acquisition [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.38 |
Employees [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 125,000 |
Fair Value of shares issued | $ | $ 199 |
Employees [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.54 |
Employees [Member] | Maximum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.61 |
Consultants [Member] | |
Stockholders Equity [Line Items] | |
Number of common shares issued | shares | 19,383 |
Fair Value of shares issued | $ | $ 55 |
Consultants [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.40 |
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 | 15,400 |
Fair Value of shares issued | $ | $ 32 |
Board and Committee members [Member] | Minimum [Member] | |
Stockholders Equity [Line Items] | |
Fair Value at Issuance (per share) | $ 1.40 |
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 ($) | Apr. 25, 2018 | Apr. 05, 2017 | Nov. 09, 2018 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 |
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 1,094,030 | ||||||
Stock issued | $ 2,964,000 | ||||||
Stock based compensation | 951,000 | $ 962,000 | |||||
Dividends paid | 150,000 | 515,000 | |||||
Deemed dividends | $ 0 | $ 0 | 0 | 2,009,000 | |||
Change in fair value of warrant liability | 0 | (688,000) | 879,000 | (493,000) | |||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 59,397 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | Warrant Agreement [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.50 | ||||||
Incremental fair value of repricing the warrant | $ 135,000 | ||||||
Level 3 [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Change in fair value of warrant liability | 0 | (688,000) | 879,000 | (493,000) | |||
Series A Preferred Stock - Related Party [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Dividends paid | 150,000 | 515,000 | |||||
Preferred stock accrued dividends | 0 | 0 | 0 | 0 | |||
Series D Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Temporary Equity Beneficial Conversion Feature | 615,000 | 615,000 | |||||
Deemed dividends | 0 | 2,009,000 | |||||
Redemption of remaining shares | 62 | ||||||
Termination of future conversion rights for cash | $ 1,500,000 | ||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Termination of future conversion rights for shares | 60,000 | ||||||
Stock Options [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation | 33,000 | 101,000 | $ 168,000 | 299,000 | |||
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 | $ 248,000 | $ 206,000 | $ 728,000 | $ 575,000 | |||
2015 And 2016 Omnibus Incentive Plan [Member] | Employees and Board and Committee Members [Member] | Restricted Shares [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Unvested shares issued | 597,272 | ||||||
At-the-Market Facility [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 726,821 | ||||||
Stock issued | $ 2,286,000 | ||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 5,600 | ||||||
Stock issued | $ 11,000 | ||||||
Subsequent Event [Member] | Consulting Services [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 1,165 | ||||||
Stock issued | $ 2,000 | ||||||
Subsequent Event [Member] | At-the-Market Facility [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares issued, shares | 5,109 | ||||||
Stock issued | $ 10,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Earn-out Liabilities and Stock Value Guarantees (Details Textual) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($) | Jun. 28, 2018GBP (£) | Nov. 04, 2013USD ($) | Sep. 29, 2018USD ($) | Sep. 29, 2018GBP (£) | Sep. 29, 2018USD ($) | Jun. 30, 2018USD ($) | Jul. 01, 2017USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Oct. 31, 2015GBP (£) | Sep. 15, 2017USD ($)Installment | Sep. 15, 2017GBP (£)Installment | Dec. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Oct. 31, 2015GBP (£) |
Commitments And Contingencies [Line Items] | |||||||||||||||||
Payments To Earn Out Agreement | $ 1,402,000 | $ 1,094,000 | |||||||||||||||
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 | $ 0 | $ 24,000 | $ 15,000 | $ 68,000 | |||||||||||||
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 | £ | £ 850,000 | ||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,180,000 | £ 850,000 | |||||||||||||||
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% | ||||||||||||||||
CBS Butler [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination deferred consideration | £ | £ 150,000 | ||||||||||||||||
Business combination earn-out payment payable month and year | 2018-12 | ||||||||||||||||
Business combination deferred consideration paid | $ 195,000 | £ 150,000 | |||||||||||||||
CBS Butler [Member] | Share Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination earn-out payment | £ | £ 4,214,000 | ||||||||||||||||
FirstPro [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination deferred consideration paid | $ 892,000 | $ 75,000 | $ 300,000 | ||||||||||||||
Business acquisition cost of acquired entity each quarterly installment payment | $ 75,000 | ||||||||||||||||
Business acquisition cost of acquired entity annual equal installment payment | $ 2,675,000 | ||||||||||||||||
Business combination number of equal annual installments. | Installment | 3 | 3 | |||||||||||||||
Business acquisition quarterly installment payment beginning date | Oct. 1, 2017 | ||||||||||||||||
Business acquisition annual equal installment payment beginning date | Sep. 15, 2018 | ||||||||||||||||
Clement May Limited [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination deferred consideration paid | $ 2,047,000 | £ 1,550,000 | |||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination deferred consideration | £ | 350,000 | ||||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination earn-out payment | £ | £ 500,000 | ||||||||||||||||
Key Resources Inc. [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 3,427,000 | ||||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business combination deferred consideration paid | 8,109,000 | ||||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | 2,027,000 | ||||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | 2,027,000 | ||||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2019 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | 2,027,000 | ||||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2020 [Member] | |||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,027,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details Textual) - USD ($) $ in Thousands | May 30, 2018 | 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 | Jun. 30, 2018 | Aug. 31, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | Dec. 31, 2014 |
Commitments And Contingencies [Line Items] | |||||||||||||||
Payments To Earn Out Agreement | $ 1,402 | $ 1,094 | |||||||||||||
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 | $ 606 | |||||||||||
Remaining judgment amount to be paid | $ 5 | ||||||||||||||
Litigation settlement attorney's seeking fees | $ 629 | ||||||||||||||
Litigation settlement judge recommended award fees | $ 606 | ||||||||||||||
Litigation settlement legal fees | $ 606 | ||||||||||||||
Litigation settlement statutory interest rate percentage | 2.27% |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | Dec. 30, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | $ 71,317 | $ 50,345 | $ 186,835 | $ 133,174 | |
Total Gross Profit | 12,496 | 9,577 | 35,959 | 24,827 | |
Selling, general and administrative expenses | (11,097) | (8,800) | (33,315) | (22,362) | |
Depreciation and amortization | (741) | (790) | (2,251) | (2,310) | |
Interest expense | (2,279) | (761) | (6,185) | (1,843) | |
Amortization of debt discount and deferred financing costs | (156) | (1,212) | (393) | (2,610) | |
Loss on extinguishment of debt, net | 0 | (4,764) | 0 | (6,132) | |
Change in fair value of warrant liability | 0 | (688) | 879 | (493) | |
Gain from sale of business | 0 | 0 | 238 | 0 | |
Re-measurement loss on intercompany note | (186) | 0 | (332) | 0 | |
Other (expense) income, net | (14) | (10) | 227 | (31) | |
Loss Before Provision for Income Tax | (1,977) | (7,448) | (5,173) | (10,954) | |
Total Assets | 98,885 | 98,885 | $ 86,748 | ||
UNITED STATES [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | 58,484 | 58,484 | 53,814 | ||
UNITED STATES [Member] | Commercial Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 28,496 | 25,635 | 73,441 | 71,354 | |
Total Gross Profit | 4,463 | 4,642 | 12,278 | 12,947 | |
UNITED STATES [Member] | Professional Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 11,301 | 12,259 | 40,034 | 36,187 | |
Total Gross Profit | 4,069 | 2,411 | 12,268 | 6,528 | |
UNITED KINGDOM [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | 40,306 | 40,306 | 32,861 | ||
UNITED KINGDOM [Member] | Professional Staffing [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Revenue | 31,520 | 12,451 | 73,360 | 25,633 | |
Total Gross Profit | 3,964 | $ 2,524 | 11,413 | $ 5,352 | |
CANADA [Member] | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total Assets | $ 95 | $ 95 | $ 73 |
SEGMENTS (Details 1)
SEGMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 71,317 | $ 50,345 | $ 186,835 | $ 133,174 |
Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 68,683 | 48,970 | 178,518 | 130,220 |
Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 2,634 | 1,375 | 8,317 | 2,954 |
UNITED STATES [Member] | Commercial Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 28,496 | 25,635 | 73,441 | 71,354 |
UNITED STATES [Member] | Commercial Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 28,483 | 25,543 | 73,313 | 71,218 |
UNITED STATES [Member] | Commercial Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 13 | 92 | 128 | 136 |
UNITED STATES [Member] | Professional Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 11,301 | 12,259 | 40,034 | 36,187 |
UNITED STATES [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 9,587 | 11,968 | 35,147 | 35,617 |
UNITED STATES [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 1,714 | 291 | 4,887 | 570 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 31,520 | 12,451 | 73,360 | 25,633 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Temporary Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | 30,613 | 11,459 | 70,058 | 23,385 |
UNITED KINGDOM [Member] | Professional Staffing [Member] | Permanent Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | $ 907 | $ 992 | $ 3,302 | $ 2,248 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Sep. 29, 2018 | Aug. 27, 2018 | Jun. 28, 2018 | Dec. 30, 2017 |
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 32,061 | $ 27,169 | ||
KRI [Member] | ||||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 3,346 | |||
Intangible assets | ||||
Intangible assets | 7,400 | |||
KRI [Member] | Tradenames [Member] | ||||
Intangible assets | ||||
Intangible assets | 1,000 | |||
KRI [Member] | Customer Relationships [Member] | ||||
Intangible assets | ||||
Intangible assets | $ 6,400 | |||
Clement May [Member] | ||||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 1,545 | |||
Intangible assets | ||||
Intangible assets | 1,194 | |||
Clement May [Member] | Tradenames [Member] | ||||
Intangible assets | ||||
Intangible assets | 470 | |||
Clement May [Member] | Non-compete [Member] | ||||
Intangible assets | ||||
Intangible assets | 273 | |||
Clement May [Member] | Customer Relationships [Member] | ||||
Intangible assets | ||||
Intangible assets | $ 451 |
ACQUISITIONS (Parenthetical) (D
ACQUISITIONS (Parenthetical) (Details) $ in Thousands | Aug. 27, 2018USD ($) |
KRI [Member] | |
Acquired Indefinite Lived Intangible Assets [Line Items] | |
Goodwill, adjustments | $ 627 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) £ in Thousands, $ in Thousands | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($) | Jun. 28, 2018GBP (£) |
Clement May [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Business acquired receivables and fair value | $ 14,305 | ||
Business Combination, Contingent Consideration, Liability | 1,122 | £ 850 | |
Clement May [Member] | Selling, General and Administrative Expenses, Excluding Depreciation and Amortization [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Business acquisition expenses related to third party | $ 105 | ||
KRI [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Business acquired receivables and fair value | $ 2,531 | ||
Business Combination, Contingent Consideration, Liability | 3,427 | ||
KRI [Member] | Selling, General and Administrative Expenses, Excluding Depreciation and Amortization [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Business acquisition expenses related to third party | $ 35 | ||
Tradenames [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted average estimated useful life | 10 years | 8 years 4 months 24 days | |
Non-compete [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted average estimated useful life | 10 years | 8 years 4 months 24 days | |
Customer Relationships [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted average estimated useful life | 10 years | 8 years 4 months 24 days |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) $ in Thousands | Sep. 29, 2018 | Aug. 27, 2018 | Jun. 28, 2018 | Dec. 30, 2017 |
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 32,061 | $ 27,169 | ||
KRI [Member] | ||||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Purchase price | $ 11,536 | |||
Net assets acquired | (790) | |||
Intangible assets | (7,400) | |||
Goodwill | $ 3,346 | |||
Clement May [Member] | ||||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||||
Purchase price | $ 3,543 | |||
Net assets acquired | (804) | |||
Intangible assets | (1,194) | |||
Goodwill | $ 1,545 |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - FirstPro, CBS Butler and KRI, Clement May [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Revenues | $ 76,749 | $ 83,118 | $ 234,001 | $ 244,485 |
Net loss from continuing operations | $ (2,269) | $ (7,683) | $ (5,392) | $ (11,956) |
OTHER RELATED PARTY TRANSACTI_3
OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Stock based compensation | $ 951 | $ 962 | ||
Board and Committee members [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 57 | $ 57 | $ 187 | $ 150 |
Shares Issued | 5,600 | 4,200 | 15,400 | 44,900 |
Value of Shares Issued | $ 8 | $ 19 | $ 31 | $ 181 |
Stock based compensation | 66 | 57 | 186 | 159 |
Board and Committee members [Member] | Dimitri Villard [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 56 | $ 50 |
Shares Issued | 1,400 | 1,400 | 4,200 | 14,900 |
Value of Shares Issued | $ 2 | $ 6 | $ 9 | $ 60 |
Stock based compensation | 22 | 19 | 62 | 53 |
Board and Committee members [Member] | Jeff Grout [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 56 | $ 50 |
Shares Issued | 1,400 | 1,400 | 4,200 | 14,900 |
Value of Shares Issued | $ 2 | $ 6 | $ 9 | $ 60 |
Stock based compensation | 22 | 19 | 62 | 53 |
Board and Committee members [Member] | Nick Florio [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | $ 19 | $ 56 | $ 50 |
Shares Issued | 1,400 | 1,400 | 4,200 | 15,100 |
Value of Shares Issued | $ 2 | $ 7 | $ 9 | $ 61 |
Stock based compensation | $ 22 | $ 19 | 62 | $ 53 |
Board and Committee members [Member] | Alicia Barker [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cash Compensation | $ 19 | |||
Shares Issued | 1,400 | 2,800 | ||
Value of Shares Issued | $ 2 | $ 4 |
OTHER RELATED PARTY TRANSACTI_4
OTHER RELATED PARTY TRANSACTIONS (Details Textual) | 3 Months Ended | 9 Months Ended | |
Sep. 29, 2018USD ($) | Sep. 29, 2018USD ($)Board_MemberDirector | Dec. 30, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses | $ 23,700,000 | $ 23,700,000 | $ 16,709,000 |
Employment agreement description | Effective July 1, 2018, the Company entered into an Employment Agreement with Alicia Barker that appointed her as the Company’s Chief Operating Officer. Ms. Barker will continue as a member of the Company’s board of directors | ||
Number of board members | Board_Member | 5 | ||
Number of independent directors | Director | 3 | ||
Mr. Briand [Member] | Separation Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Severance pay | 16,000 | ||
Accrued balance due | 284,000 | $ 284,000 | |
Board and Committee members [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses | $ 0 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2018 | Sep. 30, 2017 | |
Cash paid for: | ||
Interest | $ 4,775 | $ 1,827 |
Income taxes | 104 | 140 |
Non-Cash Investing and Financing Activities: | ||
Collection of UK factoring facility deferred purchase price | 7,086 | |
CSI earnout (payment with Surety bond) | 0 | 1,405 |
Deemed Dividends | 0 | 2,009 |
Acquisition of Business [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued | 21 | 0 |
CBS Butler Acquisition [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued | 0 | 430 |
HSBC Invoice Finance (UK) Ltd Factoring Facility [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Collection of UK factoring facility deferred purchase price | 8,418 | 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 | 371 | 2,527 |
Warrants issued in connection with Jackson term loan | 682 | 2,303 |
Series D Payoff [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Shares issued | $ 0 | $ 208 |