Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 28, 2019 | May 11, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | STAFFING 360 SOLUTIONS, INC. | ||
Entity Central Index Key | 0001499717 | ||
Current Fiscal Year End Date | --12-28 | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | STAF | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 28, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 9,198,756 | ||
Entity Common Stock, Shares Outstanding | 9,307,563 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Tax Identification Number | 68-0680859 | ||
Entity File Number | 001-37575 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 641 Lexington Avenue | ||
Entity Address, Address Line Two | Suite 2701 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | 646 | ||
Local Phone Number | 507-5710 | ||
Title of 12(b) Security | Common stock | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Current Assets: | ||
Cash | $ 1,196 | $ 3,181 |
Accounts receivable, net | 26,604 | 32,746 |
Prepaid expenses and other current assets | 842 | 1,197 |
Total Current Assets | 28,642 | 37,124 |
Property and equipment, net | 1,528 | 1,639 |
Goodwill | 31,049 | 32,061 |
Intangible assets, net | 19,511 | 22,657 |
Other assets | 3,223 | 2,956 |
ROU assets | 4,888 | |
Total Assets | 88,841 | 96,437 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 16,577 | 18,283 |
Accrued expenses - related party | 3,884 | 1,457 |
Current debt, related party | 37,780 | |
Current portion of debt | 676 | 657 |
Accounts receivable financing | 19,374 | 21,979 |
Leases - current liabilities | 1,797 | |
Other current liabilities | 3,907 | 9,642 |
Total Current Liabilities | 83,995 | 52,018 |
Long-term debt, related party | 34,568 | |
Long-term debt | 360 | 997 |
Leases - non current | 3,183 | |
Other long-term liabilities | 1,670 | 4,659 |
Total Liabilities | 89,208 | 92,242 |
Commitments and contingencies | ||
Series E-1 Preferred Stock, 6,500 designated, $0.00001 par value, 729 and 81 shares issued and outstanding as of December 28, 2019 and December 29, 2018, respectively | 0 | 0 |
Staffing 360 Solutions, Inc. Equity: | ||
Common stock, $0.00001 par value, 40,000,000 shares authorized; 8,785,748 and 5,326,068 shares issued and outstanding as of December 28, 2019 and December 29, 2018, respectively | 1 | 0 |
Additional paid in capital | 76,214 | 73,772 |
Accumulated other comprehensive income | (58) | 2,053 |
Accumulated deficit | (76,537) | (71,643) |
Total Stockholders' (Deficit) Equity | (367) | 4,195 |
Total Liabilities, Mezzanine Equity and Stockholders' (Deficit) Equity | 88,841 | 96,437 |
Series A Preferred Stock - Related Party [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | 0 | 0 |
Series E Preferred Stock [Member] | ||
Staffing 360 Solutions, Inc. Equity: | ||
Preferred stock value | $ 13 | $ 13 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 28, 2019 | Dec. 29, 2018 |
Series E-1 Preferred Stock, Shares Designated | 6,500 | 6,500 |
Series E-1 Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Series E-1 Preferred Stock, Shares Issued | 729 | 81 |
Series E-1 Preferred Stock, Shares Outstanding | 729 | 81 |
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 8,785,748 | 5,326,068 |
Common Stock, Shares, Outstanding | 8,785,748 | 5,326,068 |
Series A Preferred Stock - Related Party [Member] | ||
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Designated | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Issued | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Outstanding | 1,663,008 | 1,663,008 |
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1 | $ 1 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Designated | 13,000 | 13,000 |
Preferred Stock, Shares Issued | 13,000 | 13,000 |
Preferred Stock, Shares Outstanding | 13,000 | 13,000 |
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Revenue | $ 278,478 | $ 260,926 |
Cost of revenue | 230,169 | 212,622 |
Gross Profit | 48,309 | 48,304 |
Operating Expenses: | ||
Selling, general and administrative expenses | 44,327 | 43,579 |
Depreciation and amortization | 3,369 | 3,124 |
Operating expenses - restructuring | (10) | (57) |
Total Operating Expenses | 47,686 | 46,646 |
Income From Operations | 623 | 1,658 |
Other (Expenses) Income: | ||
Interest expense | (7,628) | (8,386) |
Amortization of debt discount and deferred financing costs | (857) | (580) |
Change in fair value of warrant liability | 0 | 879 |
Re-measurement gain (loss) on intercompany note | 383 | (686) |
Gain from sale of business | 0 | 238 |
Gain on settlement of deferred consideration | 1,924 | 0 |
Other, net | 326 | 398 |
Total Other Expenses, net | (5,852) | (8,137) |
Loss Before Benefit (Provision) For Income Tax | (5,229) | (6,479) |
Benefit (provision) for income taxes | 335 | (22) |
Net Loss | (4,894) | (6,501) |
Net loss Attributable to Common Stockholders | $ (7,382) | $ (6,987) |
Basic and Diluted Net Loss per Share: | ||
Net Loss | $ (0.60) | $ (1.46) |
Net Loss Attributable to Common Stockholders | $ (0.90) | $ (1.57) |
Weighted Average Shares Outstanding – Basic and Diluted | 8,198,519 | 4,444,033 |
Series A Preferred Stock - Related Party [Member] | ||
Other (Expenses) Income: | ||
Dividends - related party | $ 200 | $ 200 |
Series E Preferred Stock - Related Party [Member] | ||
Other (Expenses) Income: | ||
Dividends - related party | 1,560 | 195 |
Series E-1 Preferred Stock - Related Party [Member] | ||
Other (Expenses) Income: | ||
Dividends - related party | $ 728 | $ 91 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net Loss | $ (4,894) | $ (6,501) |
Other Comprehensive Income | ||
Foreign exchange translation (loss) gain | (2,111) | 1,270 |
Comprehensive Loss Attributable to the Company | $ (7,005) | $ (5,231) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Jackson Investment Group, LLC [Member] | Employees, Directors and Consultants [Member] | Term Loan [Member] | Clement May Limited [Member] | Series A Preferred Stock - Related Party [Member] | Series E Preferred Stock [Member] | Series E-1 Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock - Related Party [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Preferred Stock [Member]Series E-1 Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Jackson Investment Group, LLC [Member] | Common Stock [Member]Employees, Directors and Consultants [Member] | Common Stock [Member]Term Loan [Member] | Common Stock [Member]Clement May Limited [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Jackson Investment Group, LLC [Member] | Additional Paid-in Capital [Member]Employees, Directors and Consultants [Member] | Additional Paid-in Capital [Member]Term Loan [Member] | Additional Paid-in Capital [Member]Clement May Limited [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock - Related Party [Member] | Additional Paid-in Capital [Member]Series E Preferred Stock [Member] | Additional Paid-in Capital [Member]Series E-1 Preferred Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance at Dec. 30, 2017 | $ (6,785) | $ 57,574 | $ 783 | $ (65,142) | |||||||||||||||||||||||
Balance (in shares) at Dec. 30, 2017 | 1,663,008 | 3,909,114 | |||||||||||||||||||||||||
Shares issued for services | $ 1,151 | $ 1,151 | |||||||||||||||||||||||||
Shares issued for services, shares | 166,548 | ||||||||||||||||||||||||||
Sale of common stock, net, shares | 1,416,954 | ||||||||||||||||||||||||||
Share issuance | $ 3,534 | ||||||||||||||||||||||||||
Shares issued to/for, Acquisition of business | $ 21 | $ 21 | |||||||||||||||||||||||||
Shares issued to/for, Acquisition of business, shares | 15,000 | ||||||||||||||||||||||||||
Stock issued to/for Convertible of debt | 12,227 | $ 371 | $ 13 | 12,214 | $ 371 | ||||||||||||||||||||||
Stock issued to/for Convertible of debt, shares | 13,000 | 492,000 | |||||||||||||||||||||||||
At-Market-Facility, net | 2,245 | 2,245 | |||||||||||||||||||||||||
At-Market-Facility, net, shares | 742,980 | ||||||||||||||||||||||||||
Warrant adjustments | 682 | 682 | |||||||||||||||||||||||||
Dividends - Preferred Stock - Related Party | $ (200) | $ (195) | $ (91) | $ (200) | $ (195) | $ (91) | |||||||||||||||||||||
Dividends - Preferred Stock - Related Party (in shares) | (81) | ||||||||||||||||||||||||||
Foreign currency translation gain (loss) | 1,270 | 1,270 | |||||||||||||||||||||||||
Additional shares issues on share split, shares | 426 | ||||||||||||||||||||||||||
Net Loss | (6,501) | (6,501) | |||||||||||||||||||||||||
Balance at Dec. 29, 2018 | $ 4,195 | $ 13 | 73,772 | 2,053 | (71,643) | ||||||||||||||||||||||
Balance (in shares) at Dec. 29, 2018 | 81 | 81 | 81 | ||||||||||||||||||||||||
Balance at Dec. 29, 2018 | $ 0 | ||||||||||||||||||||||||||
Balance (in shares) at Dec. 29, 2018 | 1,663,008 | 13,000 | 5,326,068 | ||||||||||||||||||||||||
Shares issued for services | $ 832 | $ 832 | |||||||||||||||||||||||||
Shares issued for services, shares | 28,400 | ||||||||||||||||||||||||||
Sale of common stock, net | $ 4,361 | $ 1 | 4,360 | ||||||||||||||||||||||||
Sale of common stock, net, shares | 3,459,680 | 3,331,280 | 100,000 | ||||||||||||||||||||||||
Share issuance | $ 5,632 | $ 75 | $ 75 | ||||||||||||||||||||||||
Stock issued to/for Convertible of debt, shares | 7,303,371 | 439,157 | |||||||||||||||||||||||||
Dividends - Preferred Stock - Related Party | $ (200) | $ (1,560) | $ (728) | $ (200) | $ (1,560) | $ (728) | |||||||||||||||||||||
Dividends - Preferred Stock - Related Party (in shares) | (648) | ||||||||||||||||||||||||||
Dividends - Common stockholders | (337) | (337) | |||||||||||||||||||||||||
Foreign currency translation gain (loss) | (2,111) | (2,111) | |||||||||||||||||||||||||
Net Loss | (4,894) | (4,894) | |||||||||||||||||||||||||
Balance at Dec. 28, 2019 | $ (367) | $ 13 | $ 1 | $ 76,214 | $ (58) | $ (76,537) | |||||||||||||||||||||
Balance (in shares) at Dec. 28, 2019 | 729 | 729 | |||||||||||||||||||||||||
Balance at Dec. 28, 2019 | $ 0 | ||||||||||||||||||||||||||
Balance (in shares) at Dec. 28, 2019 | 1,663,008 | 13,000 | 8,785,748 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,894) | $ (6,501) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization of intangible assets | 3,369 | 3,124 |
Amortization of debt discount and deferred financing costs | 857 | 580 |
Gain on settlement of deferred consideration | (1,924) | 0 |
Stock based compensation | 832 | 1,151 |
Gain from sale of business | 0 | (238) |
Change in fair value of warrant liability | 0 | (879) |
Re-measurement loss on intercompany note | (383) | 686 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,574) | 5,141 |
Prepaid expenses and other current assets | 367 | 188 |
Other assets | (590) | 83 |
Accounts payable and accrued expenses | (1,893) | (1,456) |
Accounts payable - Related parties | 1,114 | (184) |
Other current liabilities | (94) | 198 |
Other long-term liabilities | (85) | (254) |
Other, net | 58 | 332 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (10,840) | 1,971 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of businesses, net of cash acquired | 0 | (9,760) |
Collection of UK factoring facility deferred purchase price | 13,970 | 10,448 |
Disposal of business, net of cash | 0 | 1,403 |
Purchase of property and equipment | (510) | (425) |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 13,460 | 1,666 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Third-party financing costs | (1,154) | (109) |
Related-party financing costs | (188) | (280) |
Payments for earn-outs | (6,230) | (1,402) |
Proceeds from term loans - related party | 2,538 | 8,428 |
Proceeds from term loans | 0 | 2,047 |
Repayment of term loans | (650) | (596) |
Repayments on accounts receivable financing, net | (2,708) | (13,759) |
Dividends - related party | (1,175) | (200) |
Proceeds from sale of common stock | 5,515 | 2,315 |
Dividends paid on common stock | (337) | 0 |
NET CASH USED IN FINANCING ACTIVITIES | (4,389) | (3,556) |
NET (DECREASE) INCREASE IN CASH | (1,769) | 81 |
Foreign currency translation | (216) | 0 |
CASH - Beginning of period | 3,181 | 3,100 |
CASH - End of period | $ 1,196 | $ 3,181 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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 reincorporated in the State of Delaware. We are a rapidly growing public company in the international staffing sector. Our high-growth business model is based on finding and acquiring, suitable, mature, profitable, operating, domestic and international staffing companies. Our targeted consolidation model is focused specifically on the accounting and finance, information technology (“IT”), engineering, administration (“Professional”) and light industrial (“Commercial”) disciplines. 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 this reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 28, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These 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. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying 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. All significant intercompany balances and transactions have been eliminated in consolidation. Change of Year End On February 28, 2017, the board of directors (the “Board”) approved the change of the Company’s fiscal year end from May 31 to a 52-53-week year ending on the Saturday closest to the 31 st Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the year ended December 28, 2019, the Company has an accumulated deficit of $76,537 and a working capital deficit of $55,353. At December 28, 2019, we had total debt of $39,313 and $1,196 of cash on hand. We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, bonds, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments The financial statements included in this annual report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, our note issued to Jackson Investment Group LLC (“Jackson”) includes certain financial customary covenants and the Company has had instances, including as of the year ended December 28, 2019, of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance, including as of December 28, 2019, and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. Due to substantial doubt about the Company’s ability to continue as a going concern, the Company was not in compliance with its covenant with MidCap for the period ended December 28, 2019, as such amounts due are callable by the lender which exceeds our current cash balance. On May 8, 2020, the Company received a notice from Midcap that they would currently not pursue available rights and remedies but reserve the right to do so at a later date. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company’s debt obligations and an unsecured payment associated with a historical acquisition are due in the next 12 months, and in the case our debt obligations with Jackson and MidCap Funding X Trust are due on demand due to certain covenant violations discussed above, which are in excess of cash and cash equivalents on hand. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. The Novel Coronavirus Disease 2019 (“COVID-19”), is impacting worldwide economic activity, and activity in the United States and the United Kingdom where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. As a result, we are subject to the plans and approaches of our clients to work during this period. This includes whether they support remote working when they have decided to close their facilities. To the extent that our clients have decided to or are required to close their facilities or not permit remote work when they decide to close facilities, we would no longer generate revenue and profit from that client. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to deploy its staffing workforce effectively thereby impacting contracts with customers in the Company’s Commercial Staffing and Professional Staffing business streams where we have seen declines in revenues during the months of March and April 2020. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2020 and the Company’s overall liquidity. These factors combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has applied for such funds and there is no assurance that the Company is eligible for these funds or will be able to obtain them. Effective March 27, 2020, Company is deferring Federal Insurance Contributions Act (“FICA”) taxes under the CARES Act section 2302. Payment of these tax deferrals are delayed to December 31, 2021 and December 31, 2022. The Company continues to examine the impact that the CARES Act may have on our business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The Company is, additionally, reviewing all of the available stimulus options in support of its UK business that have been implemented by the UK government including, but not limited to, furloughing of staff at the UK Government’s expense. Acquisitions Clement May Acquisition On June 28, 2018, the Company and Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited), a wholly-owned 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 and paid on or around December 28, 2019 pursuant to the Share Purchase Agreement, 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 acquisition, the Company entered into a term loan with HSBC Bank plc. The Company paid deferred consideration of £350 ($444) on June 26, 2019. The earnout payment of . Key Resources Inc. Acquisition On August 27, 2018, the Company and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect wholly-owned 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 KRI 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. On September 11, 2019, the Company entered into an amended agreement with the seller to delay the payment of the first year earnout of $2,027 until no later than February 27, 2020. The seller of KRI, Pamela D. Whitaker (“Whitaker”) has filed a lawsuit against the Company asserting claims for breach of contract and declaratory judgment against the Company due under a share purchase agreement and is seeking $4,054 in alleged damages. breach which more than approximates the earnout consideration recognized. The Company paid interest of $30 in Fiscal 2019 and $40 subsequent to Fiscal 2019 year end. PeopleServe Disposition On June 6, 2018, the Company divested the stock of PeopleServe Inc., and PeopleServe PRS, Inc. for total consideration of $1,502. The Company recorded a gain of $238 from the sale of the business. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for Fiscal 2019 and Fiscal 2018 include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations, testing long-lived assets for impairment and valuation reserves against deferred tax assets. Revenue Recognition On December 31, 2017, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of December 31, 2017 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Taxes Collected from Customers and Remitted to Governmental Agencies The Company records taxes on customer transactions due to governmental agencies as a receivable and a liability on the consolidated balance sheets. Sales taxes are recorded net on the consolidated statement of operations. Advertising Costs Costs for advertising are expensed when incurred. Advertising expenses for the Company were $1,365 and $1,332 for Fiscal 2019 and Fiscal 2018, respectively. Legal Contingencies and Expenses From time to time, the Company may become involved in various claims, disputes and legal or regulatory proceedings that arise in the ordinary course of business and relate to contractual and other obligations. The Company assesses its potential contingent and other liabilities by analyzing its claims, disputes and legal and regulatory matters using all available information and developing its views on estimated losses in consultation with its legal and other advisors. The Company determines whether a loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. If the contingency is not probable or cannot be reasonably estimated, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss may be incurred. Expenses associated with legal contingencies are expensed as incurred. Restructuring Charges The Company records a liability for significant costs associated with exit or disposal activities, including lease termination costs, certain employee severance costs associated with formal restructuring plans, facility closings or other similar activities and related asset impairments, when the liability is incurred. The determination of when the Company accrues for severance and related costs depends on whether the termination benefits are provided under a one-time benefit arrangement or under an ongoing benefit arrangement. Where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes severance costs when they are both probable and estimable. Costs associated with restructuring actions that include one-time severance benefits are only recorded once a liability has been incurred, including when management with the proper level of authority has committed to a restructuring plan and the plan has been communicated to employees. These charges are included in operational restructuring and other charges on the consolidated statements of operations. Other charges include knowledge transfer costs directly related to the restructuring initiatives and are expensed as incurred. The Briand Separation Agreement Matthew Briand, the Company’s former employee, board member and officer, resigned from his positions with the Company and subsidiaries. The Company entered into an agreement (the “Briand Separation Agreement”) with Mr. Briand dated December 21, 2017, with an effective date (“Separation Date”) of January 31, 2018, pursuant to which Mr. Briand may provide advisory services, if requested by the Company, through the effective date. The Company paid approximately $190 and $690 in Fiscal 2019 and Fiscal 2018, respectively, to Mr. Briand, in full settlement of his separation agreement. The Faiman Separation Agreement On September 11, 2019, David Faiman, the Company’s Chief Financial Officer, and the Company entered into an agreement whereby Mr. Faiman agreed to transition his position and responsibilities with the Company (“Faiman Separation Agreement”), and Mr. Faiman’s Employment Agreement, dated February 5, 2016, was terminated. Under the terms of the Faiman Separation Agreement, Mr. Faiman will continue as the Company’s Chief Financial Officer, including acting as the Company’s principal financial officer, for a period lasting until the earlier of (i) December 31, 2019 and (ii) either (a) such date that is a reasonable time, as determined by the Company, prior to the commencement of a new position by Mr. Faiman, or (b) upon the Company’s termination of Mr. Faiman’s obligation to provide transition services for Cause. Pursuant to the Faiman Separation Agreement, Mr. Faiman will be entitled to receive, among other things, (i) pay in an amount equal to his base salary through the separation date, payable in equal installments in accordance with the Company’s normal payroll policies, (ii) continuation of Mr. Faiman’s current Company-sponsored employee benefits through the separation date, (iii) accelerated vesting of any outstanding equity awards held by Mr. Faiman and the elimination of any obligations to forfeit such awards upon the termination of Mr. Faiman’s employment (provided that no award shall be extended beyond its original term) and (iv) a positive reference from the management of the Company. Effective January 1, 2020, Mr. Faiman was no longer with the Company. The Company has recognized approximately $190 in severance costs related to Mr. Faiman and has paid 91 subsequent to year end in 2020. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. The Company had no cash equivalents at the end of Fiscal 2019 or Fiscal 2018. Accounts Receivable Accounts receivable are presented net of an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after all efforts to collect have been exhausted. As of the end of Fiscal 2019 and the Fiscal 2018, the Company had an allowance for doubtful accounts of $210 and $248, respectively. Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using the exchange rate in effect at the balance sheet date and equity is translated at historical rate. Results of operations are translated using average exchange rates. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive income), while gains and losses resulting from foreign currency transactions are included in operations. Deferred Financing Costs Costs incurred in connection with obtaining certain financing are deferred and amortized on an effective interest method basis over the term of the related obligation. In accordance with Accounting Standards Update (“ASU”) 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. Business Combinations In accordance with ASC 805, "Business Combinations”, the Company records acquisitions under the purchase method of accounting, 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 us to make significant assumptions, including projections of future events and operating performance. Fair Value of Financial Instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures”, the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. There were no Level 1or 2 assets or liabilities or Level 3 assets in any period. The Company’s Level 3 liabilities were its warrants issued to Jackson and contingent consideration in connection with acquisitions. The Company had accounted for the warrants issued to Jackson as a liability under ASC 815-40 due to certain anti-dilution protection provisions. On April 25 The table below represents a rollforward of the Level 3 warrant liability and contingent consideration: Contingent Consideration Balance at December 30, 2017 $ 5,029 CBS Butler earnout adjustment (146 ) CBS Butler interest accretion 682 KRI deferred consideration 3,531 Clement May earnout 635 Balance at December 29, 2018 $ 9,731 CBS Butler earnout payment (3,930 ) CBS Butler gain on settlement of earnout (1,077 ) KRI deferred consideration 408 Clement May earnout (656 ) Change in fair value (537 ) Balance at December 28, 2019 $ 3,939 Cash is considered to be highly liquid and easily tradable and therefore classified as Level 1 within our fair value hierarchy. ASC 825-10-25, “Fair Value Option” expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives for each category as follows: Computers 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 years Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(expenses). Long-Lived Assets In accordance with ASC 360 “Property, Plant, and Equipment”, the Company periodically reviews its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Derivative and Hedging”. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the unde |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 28, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | NOTE 3 – LOSS PER COMMON SHARE The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income/loss available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our loss per share is computed using the two-class method. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, certain equity awards and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of the end of Fiscal 2019 and Fiscal 2018, have been excluded from the per share computations since their inclusion would be anti-dilutive: Fiscal 2019 Fiscal 2018 Warrants 925,935 925,935 Long term incentive plan (LTIP) 365,000 — Options 76,500 111,400 Convertible preferred shares 7,785,766 7,395,404 Restricted shares - unvested 590,440 572,256 Total 9,743,641 9,004,995 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 28, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: Fiscal 2019 Fiscal 2018 Computer software $ 314 $ 251 Office equipment 323 208 Computer equipment 1,009 960 Furniture and fixtures 1,175 965 Leasehold improvements 956 862 Total property and equipment, gross 3,777 3,246 Accumulated depreciation (2,250 ) (1,607 ) Total property and equipment, net $ 1,528 $ 1,639 Depreciation expense for Fiscal 2019 and Fiscal 2018 was $643 and $588, respectively. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 28, 2019 | |
Other Assets Noncurrent [Abstract] | |
Other Non-Current Assets | NOTE 5 – OTHER NON-CURRENT ASSETS The following provides a breakdown of other non-current assets: Fiscal 2019 Fiscal 2018 Collateral associated with workers' compensation insurance $ 3,204 $ 2,956 Other non-current assets 19 — Total $ 3,223 $ 2,956 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 28, 2019 | |
Schedule Of Investments [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS The following provides a breakdown of intangible assets as of: Fiscal 2019 Tradenames Non-Compete Customer Relationships Total Intangible assets, gross $ 9,458 $ 2,488 $ 22,757 $ 34,703 Accumulated amortization (3,558 ) (2,349 ) (9,285 ) (15,192 ) Intangible assets, net $ 5,900 $ 139 $ 13,472 $ 19,511 Fiscal 2018 Tradenames Non-Compete Customer Relationships Total Intangible assets, gross $ 9,580 $ 2,487 $ 23,234 $ 35,301 Accumulated amortization (2,747 ) (2,259 ) (7,638 ) (12,644 ) Intangible assets, net $ 6,833 $ 228 $ 15,596 $ 22,657 In connection with the acquisition of Clement May and KRI, the Company recognized intangible assets of $1,194 and $7,400, respectively, representing trade names, non compete and customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 10 years. n June 6, 2018, the Company divested the stock of PeopleServe Inc., and PeopleServe PRS, Inc. and As of December 28, 2019, estimated annual amortization expense for each of the next five fiscal years is as follows: Fiscal year ended December Amount 2020 $ 2,591 2021 2,546 2022 2,500 2023 2,500 2024 2,500 Thereafter 6,874 Total $ 19,511 Amortization of intangible assets for the period ended Fiscal 2019 and Fiscal 2018 was $2,726 and $2,811, respectively. The weighted average useful life remaining of intangible assets remaining is 8 years. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 7 – GOODWILL The following table provides a roll forward of goodwill: Fiscal 2019 Fiscal 2018 Beginning balance, gross $ 38,139 $ 33,247 Accumulated impairment losses (6,078 ) (6,078 ) Beginning balance, net 32,061 27,169 Acquisitions — 4,892 Currency translation adjustment (1,012 ) — Ending balance, net $ 31,049 $ 32,061 In Fiscal 2018, the Company recorded goodwill of $1,545 and $3,347 related to the acquisition of Clement May and KRI, respectively. Goodwill by reportable segment is as follows: Fiscal 2019 Fiscal 2018 Commercial Staffing - US $ 6,102 $ 6,102 Professional Staffing - US 10,527 10,527 Professional Staffing - UK 14,420 15,432 Ending balance, net $ 31,049 $ 32,061 Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350, requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. The Company performed its annual goodwill impairment testing as of September 29, 2019 and no impairment was recognized. The Company employed a combination of market approach (valuations using comparable company multiples) and income approach (discounted cash flow analysis) to derive the fair value of the reporting unit when performing its annual impairment testing. Volatility in the Company’s stock price can result in the net book value of our reporting unit approximating, or even temporarily exceeding market capitalization, however, the fair value of our reporting unit is not driven solely by the market price of our stock. As described above, fair value of our reporting unit is derived using a combination of an asset approach, an income approach and a market approach. These valuation techniques consider several other factors beyond our market capitalization, such as the estimated future cash flows of our reporting units, the discount rate used to present value such cash flows and the market multiples of comparable companies. Changes to input assumptions used in the analysis could result in materially different evaluations of goodwill impairment. No impairments to goodwill were recognized during the year ended December 28, 2019, however, in the case of two reporting units, the fair value exceeded the carrying value by a minimal percentage. Reporting Unit A has goodwill of $14.4 million and an estimated fair value that exceeds its carrying value by approximately 16.1% and Reporting Unit B has goodwill of $3.4 million and an estimated fair value that exceeds its carrying value by approximately 7%. Goodwill for these two reporting units The forecasts utilized by management in the goodwill impairment test for the year ended December 28, 2019 excluded any potential adverse operational impact of the COVID-19 pandemic. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 28, 2019 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following provides a breakdown of accounts payable and accrued expenses: Fiscal 2019 Fiscal 2018 Accounts payable $ 1,412 $ 3,213 Accrued payroll, taxes and bonuses 12,700 11,378 Severance costs 190 201 Other accrued expenses 2,275 3,491 Total $ 16,577 $ 18,283 |
ACCOUNTS RECEIVABLE FINANCING
ACCOUNTS RECEIVABLE FINANCING | 12 Months Ended |
Dec. 28, 2019 | |
Accounts Receivable Financing [Abstract] | |
Accounts Receivable Financing | NOTE 9 – ACCOUNTS RECEIVABLE FINANCING Midcap Funding Trust Prior to September 15, 2017, certain U.S. subsidiaries of the Company were parties to a $25,000 revolving loan facility with MidCap Funding X Trust (“MidCap”), with the option to increase the amount by an additional $25,000, with a maturity of April 8, 2019. The facility provided for borrowing of 85% against eligible receivables and carried an interest rate of LIBOR plus 4.0%, with a LIBOR floor of 1.0% per annum. The Company could prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) 2.0% if prepaid in the first year of the loan; and (ii) 1.0% if prepaid thereafter. This loan is secured by a first priority lien in favor of MidCap on all of the Company’s US based assets except for the CSI assets. The Company entered into customary pledge and guaranty agreements to evidence the security interest in favor of MidCap. On September 15, 2017, the Company amended the facility with Midcap to allow for additional borrowing against unbilled receivables up to 85% with a cap of $1,300 borrowing against such receivables. In addition, the maturity date of the facility was extended to April 8, 2020 and the prepayment premiums reset to: (i) 2% if prepaid in the first or second year post the amendment; and (ii) 1.0% if prepaid thereafter. No other material terms were amended on this date. On August 2, 2019, the Company amended the facility with Midcap to allow for additional borrowing against the unbilled receivables by $1,000 to a cap of $2,300 and extended the maturity of the facility to August 2020. The availability to the Company under the Midcap Facility is reduced by any outstanding letters of credit. The Midcap Facility allows the Company to issue letters of credit up to $150. As of December 28, 2019, $85 letters of credit were issued and outstanding. The facility provides events of default including: (i) failure to make payment of principal or interest on any MidCap loans when required, (ii) failure to perform obligations under the facility and related documents, (iii) not paying its debts as such debts become due and similar insolvency matters, and (iv) material adverse changes to the Company (subject to a 10-day notice and cure period). Upon an event of default, the Company’s obligations under the credit facility may, or in the event of insolvency or bankruptcy will automatically, be accelerated. Upon the occurrence of any event of default, facility will bear interest at a rate equal to the lesser of: (i) 3.0% above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default; and (ii) the maximum rate allowable under law. Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly reports and quarterly financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect their intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) except for certain permitted acquisitions, acquire any significant assets other than in the ordinary course of business, (iv) assume certain additional senior debt, or (v) amend any of their organizational documents. During the period August 31, 2015 through May 31, 2016, the Company was not in compliance with one or more of the covenants, however, did receive a waiver from MidCap for such covenants during this period. On July 11, 2016, the Company and MidCap amended the agreement and related covenants prospectively. The Company has since been in compliance with the covenants. The balance of the Midcap Facility as of Fiscal 2019 and Fiscal 2018 was $17,298 and $17,893, respectively, and is included in Accounts receivable financing on the Consolidated Balance Sheet. Due to substantial doubt about the Company’s ability to continue as a going concern, the Company was not in compliance with its covenant with MidCap for the period ended December 28, 2019, as such amounts due are callable by the lender which exceeds our current cash balance. On May 8, 2020, the Company received a notice from Midcap that they would currently not pursue available rights and remedies but reserve the right to do so at a later date. HSBC Invoice Finance (UK) Ltd CBS Butler had a revolving accounts receivable financing arrangement with HSBC Invoice Finance (UK) Ltd “HSBC”. The facility, whose maximum capacity was £8,500, had an original expiration of January 2011, and provided for termination by either party with 90 days notice. Under the arrangement, CBS Butler could borrow against eligible short-term trade receivables in exchange for cash and a subordinated interest. The Company would receive cash equal to approximately 90% (varies slightly by geographical location of the receivable) of the value of the eligible receivables. 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. 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 In July 2019, the aggregate Facility Limit was extended to £22,500 across all Borrowers. Under ASU 2016-16, “Statement of Cash Flows (Topic 230, Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force |
DEBT
DEBT | 12 Months Ended |
Dec. 28, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Fiscal 2019 Fiscal 2018 Jackson Investment Group - related party 38,278 35,740 HSBC Term Loan 1,035 1,653 Total Debt 39,313 37,393 Less Deferred Financing Costs (497 ) (1,171 ) Total Debt, Net 38,816 36,222 Less: Total Current Debt, Net (38,456 ) (657 ) Total Long-Term Debt $ 360 $ 35,565 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. 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. 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. Debt Exchange Agreement On November 15, 2018 the Company, entered into a Debt Exchange Agreement (the “Exchange Agreement”) with Jackson, pursuant to which, among other things, Jackson agreed to exchange $13,000 (the “Exchange Amount”) of indebtedness of the Company held by Jackson in exchange for 13,000 shares of a newly created class of preferred stock designated as the Series E Convertible Preferred Stock, par value $0.00001 per share, of the Company (the “Series E Preferred Stock”). The Company evaluated the accounting for the conversion of debt to preferred stock and concluded this conversion is a troubled debt restructuring. Accordingly, the issuance of the Series E Preferred Stock to Jackson in full settlement of the $13,000 in debt is accounted for similar to the transfer of assets, with the equity interest being measured at its fair value, less legal fees and other direct costs. ASC 470-60 requires that the excess of the carrying amount of the payable over the fair value of the assets or equity interest transferred be recognized as a gain. However, given that Jackson is a related party, ASC 470-50-40-2 states that this type of restructuring is in essence a capital transaction. As a result, no gain was recorded. Instead, the difference between the fair value of the Preferred Stock and Term Loan being extinguished was recorded within additional paid in capital. The Company recorded a total of $12,214 related to this conversion, net of legal fees and other direct costs including the write off of $445 in deferred financing costs related to the $13,000 debt. The Series E Preferred Stock ranks senior to the Company’s common stock and any other series or classes of preferred stock now or after issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock is initially convertible into 561 shares of common stock of the Company at any time after October 31, 2020 or the occurrence of a Preferred Default (as defined in the Certificate of Designation for the Series E Preferred Stock). A holder of Series E Preferred Stock is not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into the Company’s common stock. Series E Preferred Stock is redeemable by the Company at any time at a price per share equal to the stated value ($1,000 per share) plus all accrued and unpaid dividends thereon. The Series E Preferred Stock carries quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock. The shares of Series E-1 Preferred Stock have all the same terms, preferences and characteristics as the Series E Preferred Stock (including, without limitation, the right to receive cash dividends), except (i) Series E-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or November 15, 2020, for a cash payment equal to the Liquidation Value (as defined in the Certificate of Designation for the Series E Preferred Stock) plus any accrued and unpaid dividends thereon, (ii) each share of Series E-1 Preferred Stock is initially convertible into 602 shares of the Company’s common stock, and (iii) Series E‑1 Convertible Preferred Stock may be cancelled and extinguished by the Company if all shares of Series E Preferred Stock are redeemed by the Company on or prior to October 31, 2020. In connection with the debt exchange agreement with Jackson on November 15, 2018, the Company entered into Amendment No. 2 to the Amended and Restated Warrant Agreement with Jackson, where by the exercise price of the Warrant was reduced from $3.50 per share to $1.66 per share and the period within which the Warrant may be exercised was extended from January 26, 2022 to January 26, 2024. The Company calculated the $357 incremental fair value by calculating the fair value of the warrants immediately before and immediately after the modification and recorded this in additional paid in capital. On August 29, 2019, the Company, entered into a Fourth Omnibus Amendment and Reaffirmation Agreement with Jackson, as lender, which, among other things, amends the Amended and Restated Note Purchase Agreement, dated as of September 15, 2017. Pursuant to this agreement, the Company agreed to issue and sell to Jackson a 18% Senior Secured Note due December 31, 2019 in the aggregate principal amount of $2,538. All accrued and unpaid interest on the outstanding principal balance of this term note will be due and payable monthly on the first day of each month, beginning on October 1, 2019. Pursuant to the terms of this note, if this term note is not repaid by December 31, 2019, the Company will be required to issue 100,000 shares of its common stock to Jackson on a monthly basis until this term note is fully repaid, subject to certain exceptions to comply with Nasdaq listing standards. This note and all accrued interest remains unpaid. The Company has issued 500,000 shares to Jackson subsequent Fiscal 2019 year end. The Jackson Note includes certain financial customary covenants, including a leverage ratio covenant . As of December 28, 2019, the Company was not in compliance with all covenants. On May 5, 2020, the Company received a waiver from Jackson curing the non-compliance as of March 30, 2020 and December 28, 2019, the past due interest payments that were due on October 1, 2019, January 1, 2020 and April 1, 2020 and the non payment of the $2,538 loan that was due on December 31, 2019. The Company has been making penalty payments of 100,000 shares monthly for the $2,538 loan that remains unpaid at the date of this filing. HSBC Loan On April 20, 2020, the terms of the loan with HSBC was amended whereby no capital repayments will be made between April 2020 to September 2020, and only interest payments will be made during this time. Further, the Company is currently working with HSBC in the UK for an additional £1,000 term loan. |
LEASES
LEASES | 12 Months Ended |
Dec. 28, 2019 | |
Leases [Abstract] | |
Leases | NOTE 11 – LEASES On December 30, 2018, the Company adopted ASC 842 using the modified retrospective transition approach allowed under ASU 2018-11 which releases companies from presenting comparative periods and related disclosures under ASC 842 and requires a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has elected to apply the short-term lease exception to all leases of one year or less. In Fiscal 2019, as a result of the adoption of ASC 842, we have recorded a right of use (“ROU”) lease asset of approximately $4,888 with a corresponding lease liability of approximately $4,980 based on the present value of the minimum rental payments of such leases. The Company’s finance leases are immaterial both individually and in the aggregate. Quantitative information regarding the Company’s leases for Fiscal 2019 is as follows: Lease Cost Classification Fiscal 2019 Operating lease cost SG&A Expenses 1,732 Other information Weighted average remaining lease term (years) 3.7 Weighted average discount rate 6.45 % Future Lease Payments 2020 $ 1,825 2021 1,443 2022 594 2023 329 2024 321 Thereafter 1,143 $ 5,655 Less: Imputed Interest 675 $ 4,980 Leases - Current $ 1,797 Leases - Non current $ 3,183 As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This methodology was deemed to yield a measurement of the Right of Use Asset and associated lease liability that was appropriately stated in all material respects. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 28, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 12 – STOCKHOLDERS’ EQUITY The Company effected a one-for-ten reverse stock split on September 17, 2015 and a one-for-five reserve stock split effective after the market close on January 3, 2018 The Company issued the following shares of common stock during the Fiscal 2019: Number of Fair Value Fair Value at Issuance Common Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 3,331,280 $ 5,515 $ 1.40 $ 2.00 Consultants 6,000 10 1.56 1.56 Board and committee members 22,400 32 0.83 1.79 Jackson Investment Group 100,000 75 0.75 0.75 3,459,680 $ 5,632 The Company issued the following shares of common stock during the Fiscal 2018: Number of Fair Value Fair Value at Issuance Common Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) At-The-Market facility 742,980 $ 2,315 $ 1.61 $ 4.23 Jackson Investment Group 492,000 899 1.76 1.93 Employees 125,000 198 1.54 1.61 Board and committee members 21,000 44 1.40 3.25 Consultants 20,548 57 1.40 3.42 Acquisition 15,000 21 1.38 1.38 Reverse stock split (rounding up shares) 426 — — — 1,416,954 $ 3,534 The Company’s authorized common stock consists of 40,000,000 shares having a par value of $0.00001. As of the end of Fiscal 2019 and Fiscal 2018, the Company has issued and outstanding 8,785,748 and 5,326,068 common shares, respectively. In May 2017, the Company entered into an At-The-Market offering (“ATM”) agreement with Joseph Gunnar & Co., LLC to establish an at-the-market equity offering program pursuant to which they are able, with the Company’s authorization, to offer and sell up to $3 million of the Company’s common stock at prevailing market prices from time to time. In Fiscal 2019 and Fiscal 2018, the Company sold 428,600 and 742,980 shares of common stock under this program for net proceeds value of $528 (gross $600) and $2,245, respectively. On January 22, 2019 the Company issued and sold 387,500 shares of the Company’s common stock to an institutional purchaser at a purchase price of $2.00 per share, for aggregate gross proceeds of approximately $775, before placement fees and estimated offering expenses. The offering of the Securities was made under the Company’s shelf registration statement on Form S-3 (Registration No. 333-208910) (the “Registration Statement”), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on March 22, 2016. The offering of the Securities was made only by means of a prospectus supplement that forms a part of the registration statement. On February 12, 2019, the Company closed its previously announced firm commitment underwritten public offering in which, pursuant to an underwriting agreement between the Company and the underwriter, dated as of February 8, 2019, the Company issued and sold 2,425,000 shares of its common stock, at a public offering price of $1.65 per share. The gross proceeds from the offering were approximately $4,001 (net $3,078), excluding underwriting discounts and commissions and other estimated offering expenses. Pursuant to the underwriting agreement, the Company granted the underwriter an over-allotment option, which is exercisable for up to 45 days following the date of the prospectus for the offering, to purchase up to 363,750 additional shares of Common Stock. On March 14, 2019, our underwriters exercised a portion of the over-allotment option for 90,180 shares at an exercise price of $1.65 per share. The Company received a total of $138 in net proceeds. 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 Fiscal 2019, the Company has a total of 590,440 shares unvested issued to $896 Restricted Shares Weighted Average Price Per Share Balance at December 30, 2017 471,132 $ 6.14 Granted 168,424 1.66 Vested (67,300 ) 19.90 Balance at December 29, 2018 572,256 $ 3.47 Granted 22,400 1.48 Vested/adjustments (4,216 ) 5.52 Balance at December 28, 2019 590,440 $ 3.12 Series A Preferred Stock – Related Party On May 29, 2015, the Company filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock with the Nevada Secretary of State, whereby the Company designated 1,663,008 shares of preferred stock as Series A Preferred Stock, par value $0.00001 per share. On June 15, 2017, the Company reincorporated in the State of Delaware. The Series A Preferred Stock has a stated value of $1.00 per share and is entitled to a 12% dividend. Shares of the Series A Preferred Stock are convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020 (the “Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the Holder elects to convert. Originally the redemption date was December 31, 2018 and this was extended to December 31, 2020 in January 2019. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company legally available for distribution, prior to and in preference to distributions to the holders of the Company’s common stock, par value $0.00001 per share or classes and series of securities of the Company which by their terms do not rank senior to the Series A Preferred Stock, and either in preference to or pari passu with the holders of any other series of Preferred Stock that may be issued in the future that is expressly made senior or pari passu, as the case may be, an amount equal to the Stated Value of the Series A Preferred Stock less any dividends previously paid out on the Series A Preferred Stock. The holders will be entitled to receive cash dividends at the rate of 12% of the Stated Value per annum, payable monthly in cash, prior to and in preference to any declaration or payment of any dividend on the common stock. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend on any shares of common stock, unless at the time of such dividend the Company shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock. The Certificate of Designation filed on May 29, 2015, designating the Series A Preferred Stock, was filed in connection with the Company’s issuance of an aggregate of 1,663,008 shares of Series A Preferred Stock to Brendan Flood and Matthew Briand for the conversion of the Gross Profit Appreciation Bonus (as defined in each employment agreement) associated with their employment agreements. The Certificate of Designation was approved and related issuances were ratified by the Company’s Board and compensation committee on May 29, 2015. Up until the Redemption Date, holders may convert their shares into common stock at their election. On the Redemption Date, the Company shall redeem all of the shares of Series A Preferred Stock of each Holder, for cash or for shares of common stock in the Company’s sole discretion. If the Redemption Purchase Price is paid in shares of common stock, the holders shall initially receive one and three tenths (1.3) shares of common stock for each $50.00 of the Redemption Purchase Price. If the Redemption Purchase Price is paid in cash, the redemption price paid to each Holder shall be equal to the Stated Value for each share of Series A Preferred Stock, multiplied by the number of shares of Series A Preferred Stock held by such Holder, less the aggregate amount of dividends paid to such Holder through the Redemption Date. As of Fiscal 2019 and Fiscal 2018, we had issued and outstanding 1,663,008 Series A Preferred Stock shares and no accrued dividends. In Fiscal 2019 and Fiscal 2018, the Company paid dividends of $200 and $200, respectively. Subsequent to year end, the Company converted the Series A Preferred Shares awarded to Mr. Briand into 16,215 shares of common shares on January 21, 2020. Series E Preferred Stock The Series E Preferred Stock ranks senior to common stock and any other series or classes of preferred stock now or after issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock is initially convertible into 561.8 shares of our common stock at any time after October 31, 2020 or the occurrence of a Preferred Default. A holder of Series E Preferred Stock is not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into our common stock. Series E Preferred Stock is redeemable by the Company at any time at a price per share equal to the stated value ($1,000 per share) plus all accrued and unpaid dividends thereon. While the Series E Preferred Stock is outstanding, the Company is required to use the proceeds of any sales of equity securities, exclusively to redeem any outstanding shares of Series E Preferred Stock, except that the Company is permitted to use up to an aggregate of $3,000 of the gross proceeds from any equity offering completed on or before November 15, 2019 for working capital purposes. On January 22, 2019, the Company completed a registered direct offering of our common stock that generated $775 in gross proceeds that are to be used for working capital purposes. On February 12, 2019, the Company closed its previously announced firm commitment underwritten public offering in which, pursuant to an underwriting agreement between the Company and the underwriter, dated as of February 8, 2019, the Company issued and sold 2,425,000 shares of its common stock, at a public offering price of $1.65 per share. Notwithstanding the terms of the certificate of designations for Series E Preferred Stock, Jackson, the holder our outstanding shares of Series E Preferred Stock, did not require us to use the proceeds from our recent offerings in excess of $3,000 to redeem outstanding shares of the Series E Preferred Stock. Instead, we used such excess proceeds to make a terminal payment to the sellers of FirstPro in final settlement of all deferred consideration due under our asset purchase agreement with such sellers. In the event of liquidation, dissolution or winding up, the holders of the Series E Preferred Stock are entitled to receive out of the Company assets legally available for distribution, prior to and in preference to distributions to the holders of common stock or classes and series of securities which by their terms do not rank senior to the Series E Preferred Stock, and either in preference to or pari passu with the holders of any other series of preferred stock that may be issued in the future that is expressly made senior or pari passu, as the case may be, an amount equal to the stated value of the Series E Preferred Stock plus any accrued but unpaid dividends. The Series E Preferred Stock carries quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock equal to 5% per annum of the liquidation value of the outstanding Series E Preferred Stock. The shares of Series E-1 Preferred Stock have all the same terms, preferences and characteristics as the Series E Preferred Stock (including, without limitation, the right to receive cash dividends), except (i) Series E-1 Convertible Preferred Stock are mandatorily redeemable by us within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or November 15, 2020, for a cash payment equal to the Liquidation Value (as defined in the Certificate of Designation for the Series E Preferred Stock) plus any accrued and unpaid dividends thereon, (ii) each share of Series E-1 Preferred Stock is initially convertible into 602 shares of our common stock, and (iii) Series E-1 Convertible Preferred Stock may be cancelled and extinguished by us if all shares of Series E Preferred Stock are redeemed by us on or prior to October 31, 2020. As of December 28, 2019, 7,303,371 shares and 439,157 of common stock were issuable upon the potential conversion of Series E Preferred Stock and Series E-1 Preferred Stock, respectively. Due to the contingent nature of the cash redemption feature of the Series E-1 Preferred Stock, the Company classified the shares as mezzanine equity on the consolidated balance sheets. Warrants On January 26, 2017, the Company issued the Warrant to Jackson which entitled Jackson to purchase up to 630,000 shares of common stock at an initial exercise price of $6.75 per share (subject to adjustment). The Warrant is exercisable beginning on July 25, 2017 for a term of four and a half (4.5) years thereafter. The exercise price was subject to anti-dilution protection, including protection in circumstances where common stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the common stock. The Warrant had anti-dilution provisions which provided the holder with additional warrants and adjusted strike price in the event of stock repurchases by the Company or additional shares being issued in connection with the Series D Preferred Shares or Lighthouse promissory notes. As such, the Company has historically classified the Warrant as a liability. On April 5, 2017, the Company amended the Warrant and entered into a second subordinated secured note with Jackson for $1,650. Under the terms of the amended Warrant, Jackson may purchase up to an additional 275,508 shares of common stock 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 were 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. In connection with the debt exchange agreement with Jackson on November 15, 2018, the Company entered into Amendment No. 2 to the Amended and Restated Warrant Agreement with Jackson, where by the exercise price of the Warrant was reduced from $3.50 per share to $1.66 per share and the period within which the Warrant may be exercised was extended from January 26, 2022 to January 26, 2024. The Company calculated the $357 incremental fair value by calculating the fair value of the warrants immediately before and immediately after the modification and recorded this in additional paid in capital. Transactions involving the Company’s warrant issuances are summarized as follows: Weighted Number of Average Shares Exercise Price Outstanding at December 30, 2017 925,934 $ 5.03 Issued — — Exercised — — Expired or cancelled — — Outstanding at December 29, 2018 925,934 $ 1.76 Issued — — Exercised — — Expired or cancelled — — Outstanding at December 28, 2019 925,934 $ 1.76 The following table summarizes warrants outstanding as of Fiscal 2019: Number Weighted Weighted Outstanding Remaining Average Exercise Price and Exercisable Life (years) Exercise price $1.66 - $62.50 925,934 2.09 $ 1.76 Incentive Plans 2014 Equity Incentive Plan On January 28, 2014, our Board adopted the 2014 Equity Incentive Plan (the “2014 Plan”). Under the 2014 Plan, we may grant options to employees, directors, senior management of the company and, under certain circumstances, consultants. The purpose of the 2014 Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates. A maximum of 50,000 shares of common stock has been reserved for issuance under this plan. The 2014 Plan expires on January 28, 2024. As of Fiscal 2018, all 50,000 shares have been issued. 2015 Omnibus Incentive Plan On September 23, 2015, our Board adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). This plan has not been approved by our stockholders. Under the 2015 Plan, we may grant a variety of equity instruments to employees, directors, senior management of the company and, under certain circumstances, consultants. The purpose of the 2015 Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates. The 2015 Plan provides for an aggregate of 90,000 shares of common stock to be available for awards under the 2015 Plan (“Awards”). The number of shares available for grant pursuant to Awards under the 2015 Plan is referred to as the “Available Shares”. If an Award is forfeited, canceled, or if any Option terminates, expires or lapses without being exercised, the common stock subject to such Award will again be made available for future grant. However, shares that are used to pay the exercise price of an Option or that are withheld to satisfy the Participant’s tax withholding obligation will not be available for re-grant under the 2015 Plan. The Plan will have a term of ten years and no further Awards may be granted under the 2015 Plan after that date. 2016 Omnibus Incentive Plan On October 25, 2016, our Board adopted the 2016 Omnibus Incentive Plan (the “2016 Plan”) to, among other things, attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants and to promote the success of the Company’s business. The 2016 Plan’s terms and conditions are similar to that of the 2015 Plan. On January 26, 2017, our stockholders approved the 2016 Plan, pursuant to which 500,000 shares of the Company’s common stock will be reserved for issuance under stock, restricted stock and stock option awards 1,250,000 A summary of option activity during the Fiscal 2019 and Fiscal 2018 of the Company’s 2014 Equity Incentive Plan, 2015 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan is presented below: Options Weighted Average Exercise Outstanding at December 30, 2017 125,400 $ 43.98 Granted — — Exercised — — Expired or cancelled (14,000 ) 85.00 Outstanding at December 29, 2018 111,400 $ 28.46 Granted — — Exercised — — Expired or cancelled (34,900 ) 29.99 Outstanding at December 28, 2019 76,500 $ 27.76 During the Fiscal 2019 and Fiscal 2018, the Company recorded total share-based payment expense of $49 and $198, respectively, in connection with all options outstanding. The total compensation cost related to options not yet amortized is $56 at Fiscal 2019. The Company will recognize this charge over approximately 2.5 years. 2016 Long-Term Incentive Plan In May 2016, the Company’s Board approved the 2016 Long-Term Incentive Plan (the “2016 LTIP”). This plan was approved by our stockholders on January 26, 2017. The material features of the 2016 LTIP are: • The maximum number of shares of common stock to be issued under the 2016 LTIP is 260,000 shares; • The award of performance units is permitted; • The term of the 2016 LTIP expired on December 31, 2018. Board selected 260,000 shares to adequately motivate the participants and drive performance for the period. The estimated fair value of the 2016 LTIP plan based on third party valuation was $136. As of Fiscal 2017, all units had been issued and all compensation expense amortized. For Fiscal 2019 and Fiscal 2018, the Company recorded $0 and $0 in compensation expense, respectively, associated with the 2016 LTIP. All the units under this plan expired on December 31, 2018. 2019 Long-Term Incentive Plan In January 2019, the Company’s Board approved the 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Board granted 365,000 units to adequately motivate the participants and drive performance for the period. Units vest upon the following: • 50% upon the employee being in good standing on December 31, 2020; and, • 50% upon the average share price of the Company’s common stock during the 90-day period leading up to December 31, 2020, based upon the following Vesting Rate table: Average 2019 Price Vesting Rate <$8 per share 0 >$8 per share Pro-rated >=$12 per share Full Vesting The company has recognized expense of $232 related to the 2019 LTIP in Fiscal 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 28, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES Employment Agreements The Flood Employment Agreement On January 3, 2014, in connection with the acquisition of Initio, the Company entered into a services agreement (the “Flood Employment Agreement”) with Brendan Flood. Pursuant to the Flood Employment Agreement, Mr. Flood initially served as Executive Chairman of the Board. Mr. Flood was initially paid a salary of £192 per annum, less statutory deductions, plus other benefits including reimbursement for reasonable expenses, paid vacation and insurance coverage for his roles with both the Company and our U.K. subsidiary. Under the agreement, Mr. Flood’s salary is required to be adjusted (but not decreased) annually in connection with the CPI Adjustment (as defined in the Flood Employment Agreement). Mr. Flood is also entitled to an annual bonus of up to 50% of his annual base salary based reaching certain financial milestones. Additionally, Mr. Flood was entitled to a gross profit appreciation participation, which entitled the participants to 10% of Initio’s “Excess Gross Profit,” which is defined as the increase in Initio gross profits in excess of 120% of the base year’s gross profit, up to $400. Mr. Flood’s participating level was 62.5%. On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. The Flood Employment Agreement has a term of five years and will automatically renew thereafter unless 12 months written notice is provided by either party. This employment agreement includes customary non-compete/solicitation language for a period of 12 months after termination of employment, and in the event of a change in control, the Company may request that Mr. Flood continue employment with the new control entity On January 1, 2017 the Company increased his salary by the CPI Adjustment and provided an additional bonus of up to 25% of his base salary based upon achieving a certain leverage ratio. In December 2017, upon the reorganization of the Company and departure of Mr. Briand, Mr. Flood’s title was changed to Chairman and Chief Executive Officer of the Company. On January 1, 2018 the Company increased his salary by the CPI Adjustment. On January 1, 2019 and January 1, 2020, Mr. Flood was eligible for a CPI salary adjustment and chose to waive this adjustment. All other terms of Mr. Flood’s employment agreement remained unchanged. The Faiman Employment Agreements On February 5, 2016, the Company entered into an employment agreement (the “Faiman Employment Agreement”) with David Faiman. Pursuant to the Faiman Employment Agreement, Mr. Faiman was appointed as Chief Financial Officer effective March 1, 2016 and was granted an initial base salary of $275 per annum. Mr. Faiman was later appointed Treasurer and Executive Vice President of the Company until his departure from January 1, 2020 (refer to below for details). The Faiman Employment Agreement provides for severance payments of continued regular salary through the end of the year in the event of a termination by the Company not for cause or a resignation by the employee for good reason, which includes a change in title, duties, responsibilities or direct report superior. Mr. Faiman’s salary is required to be increased (but not decreased) annually in connection with the CPI Adjustment as defined in the Faiman Employment Agreement. In connection with his employment, On January 1, 2017 the Company increased his salary by the CPI Adjustment . On January 1, 2018 the Company increased his salary to an annualized salary of $320. On On September 11, 2019, David Faiman and the Company entered into an agreement whereby Mr. Faiman agreed to transition his position and responsibilities with the Company (“Faiman Separation Agreement”), and Mr. Faiman’s Employment Agreement, dated February 5, 2016, was terminated. Under the terms of the Faiman Separation Agreement, Mr. Faiman continued as the Company’s Chief Financial Officer including acting as the Company’s principal financial officer, for a period lasting until December 31, 2019. Pursuant to the Faiman Separation Agreement, Mr. Faiman will be entitled to receive, among other things, (i) pay in an amount equal to his base salary through the separation date, payable in equal installments in accordance with the Company’s normal payroll policies, (ii) continuation of Mr. Faiman’s current Company-sponsored employee benefits through the separation date, (iii) accelerated vesting of any outstanding equity awards held by Mr. Faiman and the elimination of any obligations to forfeit such awards upon the termination of Mr. Faiman’s employment (provided that no award shall be extended beyond its original term) and (iv) a positive reference from the management of the Company. In exchange for the consideration described above, Mr. Faiman granted a general release of claims in favor of the Company covering the period leading up to, and including, the date of the Separation Agreement. The Separation Agreement provides that, following the Separation Date and subject to Mr. Faiman executing another general release of claims in favor of the Company covering any claims leading up to, and including, the Separation Date, Mr. Faiman will also be entitled to additional consideration of, among other things, (i) severance in an amount equal to Mr. Faiman’s annual base salary for six (6) months, payable in equal installments in accordance with the Company’s normal payroll policies, and (ii) coverage under COBRA, payable directly by the Company, for all health insurance plan benefits to which Mr. Faiman was entitled prior to the Separation Date for a six (6) month period. The Company has recorded severance payable of approximately $190 in Fiscal 2019. The Lutzo Employment Agreement Effective August 10, 2018, Mr. Lutzo, our former legal counsel, is no longer with the Company. As part of his severance, he received severance pay in an amount equal to his annual base salary for six months and for a period of six months following his separation, all health insurance plan benefits which he was entitled to receive prior to the separation date. T he Company entered into an Employment Agreement with Alicia Barker that appointed her as the Company’s Chief Operating Officer effective July 1, 2018. Ms. Barker also serves as a member of our Board, but effective as of her appointment as our Chief Operating Officer, she no longer serves as a member of any Board committee and is not considered an independent director. Ms. Barker receives stock compensation for her service as a member of the Board. Under the terms of her employment agreement, Ms. Barker currently receives an annual base salary of $250 and is entitled to receive an annual performance bonus of up to 50% of her base salary based on the achievement of certain performance metrics. Ms. Barker’s base salary is required to be reviewed by the Board on an annual basis and may be increased, but not decreased, in its sole discretion. Ms. Barker’s employment agreement also entitles her to reimbursement of certain out-of-pocket expenses incurred in connection with her services to the Company and to participate in the benefit plans generally made available to other executives of the Company. In the event Ms. Barker is terminated without cause or for good reason (as such terms are defined in her employment agreement), she is entitled to receive (subject to certain requirements, including signing a general release of claims): (i) any earned but unpaid base salary and vacation time, as well as unreimbursed expenses, through her termination date; (ii) severance pay in an amount equal to 12 months base salary; and (iii) any earned but unpaid performance bonus. In the event Ms. Barker is terminated for cause or without good reason, she is only entitled to receive any earned but unpaid base salary and vacation time, as well as unreimbursed expenses, through her termination date. Ms. Barker’s employment agreement also contains customary confidentiality, non-solicitation and non-disparagement clauses. The Gibbens Employment Agreement The Company entered into an Employment Agreement with Mark Gibbens that appoints him as the Company’s Chief Financial Officer effective February 18, 2020, appointing Mr. Gibbens as the Company’s Chief Financial Officer commencing February 18, 2020 for an initial employment term of six months (“Initial Employment Term”). The Employment Agreement may be terminated at any time for any reason during the Initial Employment Term by either party upon no less than thirty days’ written notice, and will otherwise be automatically renewed for successive one year terms after the Initial Employment Term. Mr. Gibbens will also serve as the Company’s principal accounting officer and principal financial officer. Under the Employment Agreement with Mr. Gibbens, he will receive an annual base salary of $325. Provided that Mr. Gibbens is employed by the Company through the Initial Employment Term, as soon as administratively possible following the commencement of the first Renewal Term, and in no event later than thirty days following the commencement of the first Renewal Term, Mr. Gibbens shall receive, pursuant to the 2016 Omnibus Incentive Plan, (i) an award covering 40,000 shares of the Company’s common stock, which will vest in three (3) equal annual installments on each of the first three anniversaries of the award’s grant, provided Mr. Gibbens is still employed by the Company through the applicable vesting date, and (ii) an additional award covering 40,000 shares of the Company’s Common Stock, which will vest in accordance with the terms and conditions of the Company’s standard form of performance compensation award agreement. In the event that Mr. Gibbens’ employment continues beyond the Initial Employment Term, for each calendar year or portion thereof during his employment, Mr. Gibbens shall be eligible for a discretionary bonus prorated for any partial year upon the same terms and criteria as provided for the Company’s Chief Operating Officer, as set forth separately to Mr. Gibbens. On April 13, 2020, the Company and Mark Gibbens, agreed by mutual understanding that Mr. Gibbens’ employment as an officer and employee of the Company will cease as of May 13, 2020, in accordance with the terms of his employment agreement with the Company dated February 17, 2020. Mr. Gibbens ceased to serve as the Company’s principal accounting officer and principal financial officer, effective as of April 17, 2020. Earn-out Liabilities and Stock Value Guarantees Pursuant to the acquisition of CBS Butler on September 15, 2017, the purchase price includes an earn-out payment of up to £4,214 (payable in December 2018, based upon CBS Butler’s operating performance during the period September 1, 2017 through August 31, 2018) and deferred consideration of £150 less the aggregate amount of any net asset shortfall amount, if any, as determined pursuant to the acquisition agreements for the acquisition of CBS Butler. In September 2018, the Company paid the deferred consideration of £150 ($195). While the Company had recognized the liability for the contingent earn-out due the sellers of CBS Butler within current liabilities as of December 29, 2018, in March 2019 the Company filed a warranty claim against the sellers asserting certain misrepresentations for an amount which approximates the contingent earn-out. In April 2019, the sellers of CBS Butler responded denying the Company’s warranty claim and asserting that the earn-out amount is due. On July 5, 2019, the Company elling shareholders of CBS Butler for the full and final satisfaction of claims in exchange for a payment of approximately 2,150 used the proceeds from the term note entered into with Jackson on August 29, 2019 for $2,538, . Pursuant to the acquisition of FirstPro Inc. (“FirstPro”) on September 15, 2017, the purchase price included 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 made $300 and $892 in quarterly installments and annual installment in Fiscal 2018. On March 1, 2019, the Company paid $1,125 in full satisfaction of the remaining liability, recognizing a gain of $847. Pursuant to the acquisition of 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, 2019; and deferred consideration of £350, the amount to be calculated and paid pursuant to the Share Purchase Agreement, on or around June 28, 2019. The Company paid deferred consideration of £350 ($444) on June 26, 2019. The earnout payment of £500 ($656) was paid in December 2019. Pursuant to the acquisition of Key Resources Inc. (“KRI”) on August 27, 2018, the purchase price includes earnout consideration payable to the seller of $2,027 each on August 27, 2019 and August 27, 2020. The payment of the earnout consideration is contingent on KRI’s achievement of certain trailing gross profit amounts. On September 11, 2019, the Company entered into an amended agreement with the seller to delay the payment of the first year earnout of $2,027 until no later than February 27, 2020. For each full calendar month beyond August 27, 2019, that such payment is delayed, the Company shall pay the seller interest in the amount of $10 with the first such payment of interest due on September 30, 2019. In addition, the amended agreement was further amended to change the due date for the second year earnout payment of $2,027 from August 27, 2020 to February 27, 2020. While the Company had recognized the liability for the earnout consideration of $4,054 due to Whitaker, within current liabilities as of 28, 2019, in February 2020, the Company filed an action against Whitaker for of contract Lease Obligations The Company is party to multiple lease agreements for office space. The agreements require monthly rental payments through September 2029. Total minimum obligations are approximately $1,825, $1,443, $594, $329, $321, and $1,143 a for the twelve months ended fiscal 2020, 2021, 2022, 2023, 2024 and beyond, respectively. For Fiscal 2019 and Fiscal 2018, rent expense amounted to $1,732 and $1,775, respectively. Legal Proceedings NewCSI, Inc. vs. Staffing 360 Solutions, Inc. On May 22, 2014, NewCSI, Inc. (“Newsy”), 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 Newsy. Newsy claimed that the Company breached a provision of the Stock Purchase Agreement (“SPA § 2.7”) that required the Company to calculate and pay to Newsy 50% of certain “Deferred Tax Assets” within 90 days after December 31, 2013, subject to certain criteria. The case has been fully litigated resulting in the Company paying damages to Neswsy of $1,389 and reimbursing Newsy’s legal fees in the amount of $606 in June 2018. Whitaker v. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. On December 5, 2019, former owner of Key Resources, Inc. (“KRI”), Pamela D. Whitaker (“Whitaker”, “Plaintiff”), filed a complaint in Guilford County, North Carolina (the “North Carolina Action”) asserting claims for breach of contract and declaratory judgment against Monroe and the Company (the “Defendants” arising out of the alleged non-payment of certain earn-out payments and interest purportedly due under a Share Purchase Agreement pursuant to which Whitaker sold all issued and outstanding shares in her staffing agency, KRI to Staffing 360’s subsidiary, Monroe Staffing Services in August 2018. Whitaker is seeking $4,054 in alleged damages. Defendants removed the action to the Middle District of North Carolina on January 7, 2020, and Plaintiff moved to remand on February 4, 2020. Briefing on the motion to remand concluded on February 24, 2020. Separately, Defendants moved to dismiss the action on January 14, 2020 based on Plaintiff’s failure to state a claim, improper venue, and lack of personal jurisdiction as to defendant Staffing 360 Solutions, Inc. Alternatively, Defendants sought a transfer of the action to the Southern District of New York, based on the plain language of the Share Purchase Agreement’s forum selection clause. Briefing on Defendants’ motion to dismiss concluded on February 18, 2020. The parties await decisions from the court on both Plaintiff’s motion to remand and Defendants’ motion to dismiss. On February 28, 2020, Plaintiff moved for leave to file an amended complaint. Defendants filed their opposition to the motion for leave on March 19, 2020. Plaintiff has filed a reply. Separately, on February 26, 2020, Staffing 360 and Monroe filed an action against Whitaker in the United States District Court for the Southern District of New York (Case No. 1:20-cv-01716) (the “New York Action”). The New York Action concerns claims for breach of contract and fraudulent inducement arising from various misrepresentations made by Whitaker to Staffing 360 and Monroe in advance of, and included in, the share purchase agreement. Staffing 360 and Monroe are seeking damages in an amount to be determined at trial but in no event less than $6 million. Whitaker has not yet responded to the claims asserted in the New York Action. On April 28, 2020, Whitaker brought an action to dismiss Monroe’s action. Monroe has until June 11, 2020, to reply to Whitaker’s motion to dismiss. The Company intends to vigorously contest Whitaker’s claims in the North Carolina Action and pursue its claims in the New York Action. Other Matters On February 17, 2016, a previous law firm filed suit in the Supreme Court of the State of New York alleging that the Company owes $759, for legal services rendered. The Company disagreed with the quantity and quality of legal services provided by the firm to the Company. On March 17, 2016, the Company reached a settlement with the law firm in the amount of $505 to be paid in equal installments over 24 months beginning April 2016. The final payment was made on March 1, 2018. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 28, 2019 | |
Segments Geographical Areas [Abstract] | |
SEGMENT INFORMATION | NOTE 14 – SEGMENT INFORMATION In December 2017, the Company reorganized its operations into three reportable segments: Commercial – US; Professional – US and Professional - UK. Fiscal 2019 Fiscal 2018 Commercial Staffing - US $ 127,330 $ 107,318 Professional Staffing - US 37,294 49,752 Professional Staffing - UK 113,854 103,856 Total Revenue $ 278,478 $ 260,926 Commercial Staffing - US $ 20,080 $ 17,496 Professional Staffing - US 14,081 15,610 Professional Staffing - UK 14,148 15,199 Total Gross Profit $ 48,309 $ 48,304 Selling, general and administrative expenses $ (44,327 ) $ (43,579 ) Depreciation and amortization (3,369 ) (3,124 ) Operating expenses - restructuring 10 57 Interest expense (7,628 ) (8,386 ) Amortization of debt discount and deferred financing costs (857 ) (580 ) Change in fair value of warrant liability - 879 Re-measurement gain (loss) on intercompany note 383 (686 ) Gain from sale of business - 238 Gain on settlement of deferred consideration 1,924 - Other expense 326 398 Loss Before Provision for Income Tax $ (5,229 ) $ (6,479 ) For Fiscal 2019 and Fiscal 2018, the Company generated revenue in the U.S., the U.K. and Canada as follows: Fiscal 2019 Fiscal 2018 United States $ 164,624 $ 157,070 United Kingdom 113,854 103,856 Total Revenue $ 278,478 $ 260,926 For the period ended Fiscal 2019 and Fiscal 2018, the Company has assets in the U.S., the U.K. and Canada as follows: Fiscal 2019 Fiscal 2018 United States 74,671 $ 70,390 United Kingdom $ 14,170 26,047 Total Assets $ 88,841 $ 96,437 Total assets by segment is not presented as it is not reviewed by the Chief Operating Decision Maker in his evaluation of how to allocate capital and resources. For the period ended Fiscal 2019 and Fiscal 2018, the Company has goodwill in the U.S. and the U.K. as follows: Fiscal 2019 Fiscal 2018 United States $ 16,630 $ 16,630 United Kingdom 14,419 15,431 Total Goodwill $ 31,049 $ 32,061 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 15 – 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. On June 28, 2018, the Company and Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited), a wholly owned 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 and paid on or around December 28, 2019 pursuant to the Share Purchase Agreement, 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. The Company paid deferred consideration of £350 ($444) on June 26, 2019. The earnout payment of £500 ($656) was paid in December 2019. On August 27, 2018, the Company and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect wholly-owned 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. On September 11, 2019, the Company entered into an amended agreement with the seller to delay the payment of the first year earnout of $2,027 until no later than February 27, 2020. For each full calendar month beyond August 27, 2019, that such payment is delayed, the Company shall pay the seller interest in the amount of $10 with the first such payment of interest due on September 30, 2019. In addition, the amended agreement was further amended to change the due date for the second year earnout payment of $2,027 from August 27, 2020 to February 27, 2020. The seller of KRI, Pamela D. Whitaker (“Whitaker”) has filed a lawsuit against the Company asserting claims for breach of contract and declaratory judgment against the Company due under a share purchase agreement and is seeking $4,054 in alleged damages. breach which more than approximates the earnout consideration recognized. The Company paid interest of $30 in Fiscal 2019 and $40 subsequent to Fiscal 2019 year end. 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 connection with the acquisition of KRI and Clement May, the Company recorded the following intangible assets, based on valuation performed. KRI Clement May Goodwill $ 3,347 $ 1,545 Intangible assets Tradenames 1,000 470 Non-compete - 273 Customer Relationships 6,400 451 $ 7,400 $ 1,194 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 $ 11,537 $ 3,543 Less: Net assets acquired (790 ) (804 ) Intangibles (7,400 ) (1,194 ) Goodwill $ 3,347 $ 1,545 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 In Fiscal 2018, 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 KRI and Clement May occurred on January 1, 2017. Fiscal 2018 Revenues $ 308,093 Net loss from continuing operations (6,189 ) Weighted average number of common stock shares - basic and diluted 4,378,447 Net loss per share from continuing operations $ (1.41 ) The Company recorded revenues of $42,060 from the acquisitions completed during Fiscal 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 28, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16 – RELATED PARTY TRANSACTIONS In addition to the Series A Preferred Shares and notes and warrants issued to Jackson, the following are other related party transactions: Board and Committee Members Fiscal 2019 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 5,600 $ 8 $ 30 Jeff Grout 75 5,600 8 30 Nick Florio 75 5,600 8 30 Alicia Barker - 5,600 8 4 $ 225 22,400 $ 32 $ 94 Fiscal 2018 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 5,600 $ 12 $ 68 Jeff Grout 75 5,600 12 70 Nick Florio 75 5,600 12 69 Alicia Barker 19 4,200 7 1 $ 244 21,000 $ 43 $ 208 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 in the 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 and Human Resources 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 | 12 Months Ended |
Dec. 28, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 17 – SUPPLEMENTAL CASH FLOW INFORMATION Fiscal 2019 Fiscal 2018 Cash paid for: Interest $ 7,225 $ 6,657 Income taxes 324 268 Non Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 13,856 $ 12,586 Shares issued in connection with Jackson term loan 75 899 Increase in lease liabilities from obtaining right-of-use assets – ASC 842 adoption 5,965 - Shares issued for purchase consideration - 21 Warrants adjustments in connection with Jackson term loan - 682 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 18 – INCOME TAXES The components of loss before provision for income taxes for Fiscal 2018 and Fiscal 2019, are as follows: Fiscal 2019 Fiscal 2018 Domestic $ (4,795 ) $ (4,840 ) Foreign (434 ) (1,639 ) Loss before provision for income taxes $ (5,229 ) $ (6,479 ) The provision for income taxes consisted of the following: Fiscal 2019 Fiscal 2018 Current: Federal $ — $ — State 119 60 Foreign 21 39 Total current tax expense 140 99 Deferred: Federal 49 35 State 186 11 Foreign (710 ) (123 ) Total deferred tax expense (475 ) (77 ) Total tax (benefit) expense $ (335 ) $ 22 The difference between the income tax provision on income (loss) and the amount computed at the U.S. federal statutory rate is due to: Fiscal 2019 Income benefit provision at Federal Statutory Rate $ (1,004 ) 21.00 % International tax rate differentials (13 ) 0.28 % U.S. Permanent differences 349 -7.29 % Other True-Ups (325 ) 6.81 % State Taxes (1,741 ) 36.41 % Change in valuation allowance 2,399 -50.18 % Tax provision $ (335 ) 7.04 % Effective for the year ended December 28, 2018, the Tax Act resulted in a new limitation on interest expense under IRC Section 163(j). New IRC Section 163(j) limits the Company’s annual deduction of interest expense to the sum of business interest income and 30 percent of the adjusted taxable income of the Company. The limitation for the year ended December 28, 2019 resulted in disallowed interest of $6,756, which can be carried forward indefinitely. The Company has not provided for additional income or withholding taxes for any undistributed foreign earnings, nor have any taxes been provided for the outside basis difference inherent in these entities as the Company’s assertion is to indefinitely reinvest in foreign operations. Additionally, due to withholding tax, basis computations, and other related tax considerations, it is not practicable to estimate any taxes to be provided on outside basis differences at this time. Based on the amount of foreign undistributed earnings through December 31, 2019, we believe any such tax liability would be insignificant to the financial statements. Our deferred tax assets (liabilities) are as follows: Fiscal 2019 Fiscal 2018 Deferred tax assets Net operating loss carryforward $ 5,858 $ 5,393 Tax credit, deduction and capital loss carryforward 2,327 2,504 Share-based compensation 847 687 Debt issuance costs 333 660 Accrued expenses and other liabilities 454 615 Interest limitation and carryforward 3,639 1,155 Operating lease liabilities 731 — Total deferred tax assets 14,189 11,014 Less: valuation allowance (11,948 ) (9,619 ) Deferred tax assets, net of valuation allowance 2,241 1,395 Deferred tax liabilities: Deprecation 1,557 1,461 Basis differences in acquired intangibles 1,433 1,852 Operating lease - Right-of-use assets 731 — Total deferred tax liabilities 3,721 3,313 Deferred tax liability $ (1,480 ) $ (1,918 ) During Fiscal 2019 and Fiscal 2018, the Company has federal net operating losses (“NOLs”) of $14,371 and $15,264 that begin to expire in 2029. As of November 15, 2018, the company had a change in ownership under Section 382 which limits the amount of useable NOLs going forward. As such, the company reduced the Federal NOL available by $7,220. As of December 28, 2019 and December 29, 2018, the Company has state operating losses of $47,581 and $31,922 that begin to expire in 2030, and foreign NOLs totaling $1,514 and $2,958 with an indefinite life. As of December 28, 2019 and December 29, 2018, the Company also has capital loss carryforward of $7,531 and $9,554, which, if unused, will begin to expire in 2023 and a general business credit carryforward of $248 and $248. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. We consider the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and projected future taxable income in determining whether a valuation allowance is warranted. During Fiscal 2019, the Company maintained a valuation allowance against its U.S. deferred tax assets. The Company’s valuation allowance increased by $2,410 during Fiscal 2019 primarily attributable to the Section 163(j) interest limitation. Additionally, the Company released the valuation allowance against the U.K. deferred tax assets. As a result of a review of the all of the Company’s operations within the U.K., management evaluated future taxable income and the Company's reversal of deductible temporary differences in the U.K. and concluded that a release of valuation allowance of $393 was appropriate. During 2019, we maintained our federal and state tax attributes for unrecognized tax benefits related primarily to the treatment of stock compensation and stock options. If recognized, $674 of the unrecognized tax benefits are likely to attract a full valuation allowance, thereby offsetting the favorable impact to the effective rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Fiscal 2019 Fiscal 2018 Beginning balance $ 670 $ 1,136 Additions for tax positions of prior years 4 — Reductions for tax positions of prior years — 466 Loss before provision for income taxes $ 674 $ 670 It is reasonably possible that the amount of the unrecognized tax benefits with respect to our unrecognized tax positions will increase or decrease in the next 12 months. These changes may be the result of, among other things, method changes. However, quantification of an estimated range cannot be made at this time. The Company has accrued zero interest and penalties as of December 28, 2019 and December 28, 2018. The Company, or one of its subsidiaries, files its tax returns in the U.S., United Kingdom, Canada and certain state tax jurisdictions with varying statutes of limitations. The Company has no tax years under examination at this time. Additional years may be open to the extent attributes are being carried forward to an open year. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These 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. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying 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. All significant intercompany balances and transactions have been eliminated in consolidation. |
Change of Year End | Change of Year End On February 28, 2017, the board of directors (the “Board”) approved the change of the Company’s fiscal year end from May 31 to a 52-53-week year ending on the Saturday closest to the 31 st |
Liquidity | Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of the year ended December 28, 2019, the Company has an accumulated deficit of $76,537 and a working capital deficit of $55,353. At December 28, 2019, we had total debt of $39,313 and $1,196 of cash on hand. We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, bonds, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments The financial statements included in this annual report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, our note issued to Jackson Investment Group LLC (“Jackson”) includes certain financial customary covenants and the Company has had instances, including as of the year ended December 28, 2019, of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance, including as of December 28, 2019, and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. Due to substantial doubt about the Company’s ability to continue as a going concern, the Company was not in compliance with its covenant with MidCap for the period ended December 28, 2019, as such amounts due are callable by the lender which exceeds our current cash balance. On May 8, 2020, the Company received a notice from Midcap that they would currently not pursue available rights and remedies but reserve the right to do so at a later date. |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company’s debt obligations and an unsecured payment associated with a historical acquisition are due in the next 12 months, and in the case our debt obligations with Jackson and MidCap Funding X Trust are due on demand due to certain covenant violations discussed above, which are in excess of cash and cash equivalents on hand. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. The Novel Coronavirus Disease 2019 (“COVID-19”), is impacting worldwide economic activity, and activity in the United States and the United Kingdom where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. As a result, we are subject to the plans and approaches of our clients to work during this period. This includes whether they support remote working when they have decided to close their facilities. To the extent that our clients have decided to or are required to close their facilities or not permit remote work when they decide to close facilities, we would no longer generate revenue and profit from that client. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to deploy its staffing workforce effectively thereby impacting contracts with customers in the Company’s Commercial Staffing and Professional Staffing business streams where we have seen declines in revenues during the months of March and April 2020. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2020 and the Company’s overall liquidity. These factors combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern. |
Subsequent events | The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has applied for such funds and there is no assurance that the Company is eligible for these funds or will be able to obtain them. Effective March 27, 2020, Company is deferring Federal Insurance Contributions Act (“FICA”) taxes under the CARES Act section 2302. Payment of these tax deferrals are delayed to December 31, 2021 and December 31, 2022. The Company continues to examine the impact that the CARES Act may have on our business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The Company is, additionally, reviewing all of the available stimulus options in support of its UK business that have been implemented by the UK government including, but not limited to, furloughing of staff at the UK Government’s expense. |
Acquisitions | Acquisitions Clement May Acquisition On June 28, 2018, the Company and Staffing 360 Solutions Limited (formerly known as Longbridge Recruitment 360 Limited), a wholly-owned 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 and paid on or around December 28, 2019 pursuant to the Share Purchase Agreement, 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 acquisition, the Company entered into a term loan with HSBC Bank plc. The Company paid deferred consideration of £350 ($444) on June 26, 2019. The earnout payment of . Key Resources Inc. Acquisition On August 27, 2018, the Company and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect wholly-owned 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 KRI 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. On September 11, 2019, the Company entered into an amended agreement with the seller to delay the payment of the first year earnout of $2,027 until no later than February 27, 2020. The seller of KRI, Pamela D. Whitaker (“Whitaker”) has filed a lawsuit against the Company asserting claims for breach of contract and declaratory judgment against the Company due under a share purchase agreement and is seeking $4,054 in alleged damages. breach which more than approximates the earnout consideration recognized. The Company paid interest of $30 in Fiscal 2019 and $40 subsequent to Fiscal 2019 year end. |
PeopleServe Disposition | PeopleServe Disposition On June 6, 2018, the Company divested the stock of PeopleServe Inc., and PeopleServe PRS, Inc. for total consideration of $1,502. The Company recorded a gain of $238 from the sale of the business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for Fiscal 2019 and Fiscal 2018 include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations, testing long-lived assets for impairment and valuation reserves against deferred tax assets. |
Revenue Recognition | Revenue Recognition On December 31, 2017, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of December 31, 2017 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. |
Taxes Collected from Customers and Remitted to Governmental Agencies | Taxes Collected from Customers and Remitted to Governmental Agencies The Company records taxes on customer transactions due to governmental agencies as a receivable and a liability on the consolidated balance sheets. Sales taxes are recorded net on the consolidated statement of operations. |
Advertising Costs | Advertising Costs Costs for advertising are expensed when incurred. Advertising expenses for the Company were $1,365 and $1,332 for Fiscal 2019 and Fiscal 2018, respectively. |
Legal Contingencies and Expenses | Legal Contingencies and Expenses From time to time, the Company may become involved in various claims, disputes and legal or regulatory proceedings that arise in the ordinary course of business and relate to contractual and other obligations. The Company assesses its potential contingent and other liabilities by analyzing its claims, disputes and legal and regulatory matters using all available information and developing its views on estimated losses in consultation with its legal and other advisors. The Company determines whether a loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. If the contingency is not probable or cannot be reasonably estimated, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss may be incurred. Expenses associated with legal contingencies are expensed as incurred. |
Restructuring Charges | Restructuring Charges The Company records a liability for significant costs associated with exit or disposal activities, including lease termination costs, certain employee severance costs associated with formal restructuring plans, facility closings or other similar activities and related asset impairments, when the liability is incurred. The determination of when the Company accrues for severance and related costs depends on whether the termination benefits are provided under a one-time benefit arrangement or under an ongoing benefit arrangement. Where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes severance costs when they are both probable and estimable. Costs associated with restructuring actions that include one-time severance benefits are only recorded once a liability has been incurred, including when management with the proper level of authority has committed to a restructuring plan and the plan has been communicated to employees. These charges are included in operational restructuring and other charges on the consolidated statements of operations. Other charges include knowledge transfer costs directly related to the restructuring initiatives and are expensed as incurred. The Briand Separation Agreement Matthew Briand, the Company’s former employee, board member and officer, resigned from his positions with the Company and subsidiaries. The Company entered into an agreement (the “Briand Separation Agreement”) with Mr. Briand dated December 21, 2017, with an effective date (“Separation Date”) of January 31, 2018, pursuant to which Mr. Briand may provide advisory services, if requested by the Company, through the effective date. The Company paid approximately $190 and $690 in Fiscal 2019 and Fiscal 2018, respectively, to Mr. Briand, in full settlement of his separation agreement. The Faiman Separation Agreement On September 11, 2019, David Faiman, the Company’s Chief Financial Officer, and the Company entered into an agreement whereby Mr. Faiman agreed to transition his position and responsibilities with the Company (“Faiman Separation Agreement”), and Mr. Faiman’s Employment Agreement, dated February 5, 2016, was terminated. Under the terms of the Faiman Separation Agreement, Mr. Faiman will continue as the Company’s Chief Financial Officer, including acting as the Company’s principal financial officer, for a period lasting until the earlier of (i) December 31, 2019 and (ii) either (a) such date that is a reasonable time, as determined by the Company, prior to the commencement of a new position by Mr. Faiman, or (b) upon the Company’s termination of Mr. Faiman’s obligation to provide transition services for Cause. Pursuant to the Faiman Separation Agreement, Mr. Faiman will be entitled to receive, among other things, (i) pay in an amount equal to his base salary through the separation date, payable in equal installments in accordance with the Company’s normal payroll policies, (ii) continuation of Mr. Faiman’s current Company-sponsored employee benefits through the separation date, (iii) accelerated vesting of any outstanding equity awards held by Mr. Faiman and the elimination of any obligations to forfeit such awards upon the termination of Mr. Faiman’s employment (provided that no award shall be extended beyond its original term) and (iv) a positive reference from the management of the Company. Effective January 1, 2020, Mr. Faiman was no longer with the Company. The Company has recognized approximately $190 in severance costs related to Mr. Faiman and has paid 91 subsequent to year end in 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. The Company had no cash equivalents at the end of Fiscal 2019 or Fiscal 2018. |
Accounts Receivable | Accounts Receivable Accounts receivable are presented net of an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after all efforts to collect have been exhausted. As of the end of Fiscal 2019 and the Fiscal 2018, the Company had an allowance for doubtful accounts of $210 and $248, respectively. |
Income Taxes | Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using the exchange rate in effect at the balance sheet date and equity is translated at historical rate. Results of operations are translated using average exchange rates. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive income), while gains and losses resulting from foreign currency transactions are included in operations. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with obtaining certain financing are deferred and amortized on an effective interest method basis over the term of the related obligation. In accordance with Accounting Standards Update (“ASU”) 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. |
Business Combinations | Business Combinations In accordance with ASC 805, "Business Combinations”, the Company records acquisitions under the purchase method of accounting, 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 us to make significant assumptions, including projections of future events and operating performance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures”, the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. There were no Level 1or 2 assets or liabilities or Level 3 assets in any period. The Company’s Level 3 liabilities were its warrants issued to Jackson and contingent consideration in connection with acquisitions. The Company had accounted for the warrants issued to Jackson as a liability under ASC 815-40 due to certain anti-dilution protection provisions. On April 25 The table below represents a rollforward of the Level 3 warrant liability and contingent consideration: Contingent Consideration Balance at December 30, 2017 $ 5,029 CBS Butler earnout adjustment (146 ) CBS Butler interest accretion 682 KRI deferred consideration 3,531 Clement May earnout 635 Balance at December 29, 2018 $ 9,731 CBS Butler earnout payment (3,930 ) CBS Butler gain on settlement of earnout (1,077 ) KRI deferred consideration 408 Clement May earnout (656 ) Change in fair value (537 ) Balance at December 28, 2019 $ 3,939 Cash is considered to be highly liquid and easily tradable and therefore classified as Level 1 within our fair value hierarchy. ASC 825-10-25, “Fair Value Option” expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives for each category as follows: Computers 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 years Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(expenses). |
Long-Lived Assets | Long-Lived Assets In accordance with ASC 360 “Property, Plant, and Equipment”, the Company periodically reviews its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. |
Goodwill | Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company's goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Derivative and Hedging”. Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“OID”) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, “Compensation – Stock Compensation”, which requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On December 31, 2017, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers for all open contracts and related amendments as of December 31, 2017 using the modified retrospective method. The adoption had no impact to the reported results. Results for reporting periods beginning after December 31, 2017 are presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The Company adopted this guidance effective December 30, 2018. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply i) the practical expedient which allows us to not separate lease and non-lease components, and (2) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. The adoption of the new standard resulted in the recognition of additional lease liabilities of approximately $4,980, and right-of-use assets of approximately $4,888 as of December 28, 2019 related to the Company’s operating leases. The new standard did not have a material impact to the Company’s consolidated statement of operations or consolidated statement of cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Accounting Policies [Abstract] | |
Summary of Rollforward of Level 3 Warrant Liability and Contingent Consideration | The table below represents a rollforward of the Level 3 warrant liability and contingent consideration: Contingent Consideration Balance at December 30, 2017 $ 5,029 CBS Butler earnout adjustment (146 ) CBS Butler interest accretion 682 KRI deferred consideration 3,531 Clement May earnout 635 Balance at December 29, 2018 $ 9,731 CBS Butler earnout payment (3,930 ) CBS Butler gain on settlement of earnout (1,077 ) KRI deferred consideration 408 Clement May earnout (656 ) Change in fair value (537 ) Balance at December 28, 2019 $ 3,939 |
Property Plant And Equipment Estimated Useful Lives | Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives for each category as follows: Computers 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 years |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Common Share Equivalent Basis and Outstanding Excluded from per Share Computations of Antidilutive | The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income/loss available to stockholders by the weighted average number of common stock shares outstanding during each period. Our Series A preferred stock holders receive certain dividends or dividend equivalents that are considered participating securities and our loss per share is computed using the two-class method. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, certain equity awards and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of the end of Fiscal 2019 and Fiscal 2018, have been excluded from the per share computations since their inclusion would be anti-dilutive: Fiscal 2019 Fiscal 2018 Warrants 925,935 925,935 Long term incentive plan (LTIP) 365,000 — Options 76,500 111,400 Convertible preferred shares 7,785,766 7,395,404 Restricted shares - unvested 590,440 572,256 Total 9,743,641 9,004,995 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Fiscal 2019 Fiscal 2018 Computer software $ 314 $ 251 Office equipment 323 208 Computer equipment 1,009 960 Furniture and fixtures 1,175 965 Leasehold improvements 956 862 Total property and equipment, gross 3,777 3,246 Accumulated depreciation (2,250 ) (1,607 ) Total property and equipment, net $ 1,528 $ 1,639 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Other Assets Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | The following provides a breakdown of other non-current assets: Fiscal 2019 Fiscal 2018 Collateral associated with workers' compensation insurance $ 3,204 $ 2,956 Other non-current assets 19 — Total $ 3,223 $ 2,956 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Breakdown of Intangible Assets | The following provides a breakdown of intangible assets as of: Fiscal 2019 Tradenames Non-Compete Customer Relationships Total Intangible assets, gross $ 9,458 $ 2,488 $ 22,757 $ 34,703 Accumulated amortization (3,558 ) (2,349 ) (9,285 ) (15,192 ) Intangible assets, net $ 5,900 $ 139 $ 13,472 $ 19,511 Fiscal 2018 Tradenames Non-Compete Customer Relationships Total Intangible assets, gross $ 9,580 $ 2,487 $ 23,234 $ 35,301 Accumulated amortization (2,747 ) (2,259 ) (7,638 ) (12,644 ) Intangible assets, net $ 6,833 $ 228 $ 15,596 $ 22,657 |
Schedule of Estimated Annual Amortization Expense for Each of the Next Five Fiscal Years | As of December 28, 2019, estimated annual amortization expense for each of the next five fiscal years is as follows: Fiscal year ended December Amount 2020 $ 2,591 2021 2,546 2022 2,500 2023 2,500 2024 2,500 Thereafter 6,874 Total $ 19,511 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table provides a roll forward of goodwill: Fiscal 2019 Fiscal 2018 Beginning balance, gross $ 38,139 $ 33,247 Accumulated impairment losses (6,078 ) (6,078 ) Beginning balance, net 32,061 27,169 Acquisitions — 4,892 Currency translation adjustment (1,012 ) — Ending balance, net $ 31,049 $ 32,061 |
Summary of Goodwill by Reportable Segment | Goodwill by reportable segment is as follows: Fiscal 2019 Fiscal 2018 Commercial Staffing - US $ 6,102 $ 6,102 Professional Staffing - US 10,527 10,527 Professional Staffing - UK 14,420 15,432 Ending balance, net $ 31,049 $ 32,061 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | The following provides a breakdown of accounts payable and accrued expenses: Fiscal 2019 Fiscal 2018 Accounts payable $ 1,412 $ 3,213 Accrued payroll, taxes and bonuses 12,700 11,378 Severance costs 190 201 Other accrued expenses 2,275 3,491 Total $ 16,577 $ 18,283 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Fiscal 2019 Fiscal 2018 Jackson Investment Group - related party 38,278 35,740 HSBC Term Loan 1,035 1,653 Total Debt 39,313 37,393 Less Deferred Financing Costs (497 ) (1,171 ) Total Debt, Net 38,816 36,222 Less: Total Current Debt, Net (38,456 ) (657 ) Total Long-Term Debt $ 360 $ 35,565 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Leases | Quantitative information regarding the Company’s leases for Fiscal 2019 is as follows: Lease Cost Classification Fiscal 2019 Operating lease cost SG&A Expenses 1,732 |
Lessee Operating Lease Liability Maturity and Other Information | Other information Weighted average remaining lease term (years) 3.7 Weighted average discount rate 6.45 % Future Lease Payments 2020 $ 1,825 2021 1,443 2022 594 2023 329 2024 321 Thereafter 1,143 $ 5,655 Less: Imputed Interest 675 $ 4,980 Leases - Current $ 1,797 Leases - Non current $ 3,183 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity | The Company issued the following shares of common stock during the Fiscal 2019: Number of Fair Value Fair Value at Issuance Common Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 3,331,280 $ 5,515 $ 1.40 $ 2.00 Consultants 6,000 10 1.56 1.56 Board and committee members 22,400 32 0.83 1.79 Jackson Investment Group 100,000 75 0.75 0.75 3,459,680 $ 5,632 The Company issued the following shares of common stock during the Fiscal 2018: Number of Fair Value Fair Value at Issuance Common Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) At-The-Market facility 742,980 $ 2,315 $ 1.61 $ 4.23 Jackson Investment Group 492,000 899 1.76 1.93 Employees 125,000 198 1.54 1.61 Board and committee members 21,000 44 1.40 3.25 Consultants 20,548 57 1.40 3.42 Acquisition 15,000 21 1.38 1.38 Reverse stock split (rounding up shares) 426 — — — 1,416,954 $ 3,534 |
Schedule of Unvested Restricted Shares Issued to Employees and Board of Directors | The table below is a rollforward of unvested restricted shares issued to employees and board of directors. Restricted Shares Weighted Average Price Per Share Balance at December 30, 2017 471,132 $ 6.14 Granted 168,424 1.66 Vested (67,300 ) 19.90 Balance at December 29, 2018 572,256 $ 3.47 Granted 22,400 1.48 Vested/adjustments (4,216 ) 5.52 Balance at December 28, 2019 590,440 $ 3.12 |
Schedule of Warrant Activity | Transactions involving the Company’s warrant issuances are summarized as follows: Weighted Number of Average Shares Exercise Price Outstanding at December 30, 2017 925,934 $ 5.03 Issued — — Exercised — — Expired or cancelled — — Outstanding at December 29, 2018 925,934 $ 1.76 Issued — — Exercised — — Expired or cancelled — — Outstanding at December 28, 2019 925,934 $ 1.76 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes warrants outstanding as of Fiscal 2019: Number Weighted Weighted Outstanding Remaining Average Exercise Price and Exercisable Life (years) Exercise price $1.66 - $62.50 925,934 2.09 $ 1.76 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of option activity during the Fiscal 2019 and Fiscal 2018 of the Company’s 2014 Equity Incentive Plan, 2015 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan is presented below: Options Weighted Average Exercise Outstanding at December 30, 2017 125,400 $ 43.98 Granted — — Exercised — — Expired or cancelled (14,000 ) 85.00 Outstanding at December 29, 2018 111,400 $ 28.46 Granted — — Exercised — — Expired or cancelled (34,900 ) 29.99 Outstanding at December 28, 2019 76,500 $ 27.76 |
Summary of Relationship Between Performance and the Vesting Rate | Average 2019 Price Vesting Rate <$8 per share 0 >$8 per share Pro-rated >=$12 per share Full Vesting |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Segments Geographical Areas [Abstract] | |
Schedule of Revenue Assets and Goodwill by Geographical Segment | In December 2017, the Company reorganized its operations into three reportable segments: Commercial – US; Professional – US and Professional - UK. Fiscal 2019 Fiscal 2018 Commercial Staffing - US $ 127,330 $ 107,318 Professional Staffing - US 37,294 49,752 Professional Staffing - UK 113,854 103,856 Total Revenue $ 278,478 $ 260,926 Commercial Staffing - US $ 20,080 $ 17,496 Professional Staffing - US 14,081 15,610 Professional Staffing - UK 14,148 15,199 Total Gross Profit $ 48,309 $ 48,304 Selling, general and administrative expenses $ (44,327 ) $ (43,579 ) Depreciation and amortization (3,369 ) (3,124 ) Operating expenses - restructuring 10 57 Interest expense (7,628 ) (8,386 ) Amortization of debt discount and deferred financing costs (857 ) (580 ) Change in fair value of warrant liability - 879 Re-measurement gain (loss) on intercompany note 383 (686 ) Gain from sale of business - 238 Gain on settlement of deferred consideration 1,924 - Other expense 326 398 Loss Before Provision for Income Tax $ (5,229 ) $ (6,479 ) For Fiscal 2019 and Fiscal 2018, the Company generated revenue in the U.S., the U.K. and Canada as follows: Fiscal 2019 Fiscal 2018 United States $ 164,624 $ 157,070 United Kingdom 113,854 103,856 Total Revenue $ 278,478 $ 260,926 For the period ended Fiscal 2019 and Fiscal 2018, the Company has assets in the U.S., the U.K. and Canada as follows: Fiscal 2019 Fiscal 2018 United States 74,671 $ 70,390 United Kingdom $ 14,170 26,047 Total Assets $ 88,841 $ 96,437 Total assets by segment is not presented as it is not reviewed by the Chief Operating Decision Maker in his evaluation of how to allocate capital and resources. For the period ended Fiscal 2019 and Fiscal 2018, the Company has goodwill in the U.S. and the U.K. as follows: Fiscal 2019 Fiscal 2018 United States $ 16,630 $ 16,630 United Kingdom 14,419 15,431 Total Goodwill $ 31,049 $ 32,061 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Business Combinations [Abstract] | |
Schedule of Intangible Assets Acquisition | In connection with the acquisition of KRI and Clement May, the Company recorded the following intangible assets, based on valuation performed. KRI Clement May Goodwill $ 3,347 $ 1,545 Intangible assets Tradenames 1,000 470 Non-compete - 273 Customer Relationships 6,400 451 $ 7,400 $ 1,194 |
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 $ 11,537 $ 3,543 Less: Net assets acquired (790 ) (804 ) Intangibles (7,400 ) (1,194 ) Goodwill $ 3,347 $ 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 KRI and Clement May occurred on January 1, 2017. Fiscal 2018 Revenues $ 308,093 Net loss from continuing operations (6,189 ) Weighted average number of common stock shares - basic and diluted 4,378,447 Net loss per share from continuing operations $ (1.41 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | Board and Committee Members Fiscal 2019 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 5,600 $ 8 $ 30 Jeff Grout 75 5,600 8 30 Nick Florio 75 5,600 8 30 Alicia Barker - 5,600 8 4 $ 225 22,400 $ 32 $ 94 Fiscal 2018 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 5,600 $ 12 $ 68 Jeff Grout 75 5,600 12 70 Nick Florio 75 5,600 12 69 Alicia Barker 19 4,200 7 1 $ 244 21,000 $ 43 $ 208 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow Supplemental Information | Fiscal 2019 Fiscal 2018 Cash paid for: Interest $ 7,225 $ 6,657 Income taxes 324 268 Non Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 13,856 $ 12,586 Shares issued in connection with Jackson term loan 75 899 Increase in lease liabilities from obtaining right-of-use assets – ASC 842 adoption 5,965 - Shares issued for purchase consideration - 21 Warrants adjustments in connection with Jackson term loan - 682 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income Before Provision For Income Taxes | The components of loss before provision for income taxes for Fiscal 2018 and Fiscal 2019, are as follows: Fiscal 2019 Fiscal 2018 Domestic $ (4,795 ) $ (4,840 ) Foreign (434 ) (1,639 ) Loss before provision for income taxes $ (5,229 ) $ (6,479 ) |
Schedule of Components of Provision for Income Taxes | The provision for income taxes consisted of the following: Fiscal 2019 Fiscal 2018 Current: Federal $ — $ — State 119 60 Foreign 21 39 Total current tax expense 140 99 Deferred: Federal 49 35 State 186 11 Foreign (710 ) (123 ) Total deferred tax expense (475 ) (77 ) Total tax (benefit) expense $ (335 ) $ 22 |
The Difference Between the Income Tax Provision on Income (Loss) and the Amount Computed at the U.S. Federal Statutory Rate | The difference between the income tax provision on income (loss) and the amount computed at the U.S. federal statutory rate is due to: Fiscal 2019 Income benefit provision at Federal Statutory Rate $ (1,004 ) 21.00 % International tax rate differentials (13 ) 0.28 % U.S. Permanent differences 349 -7.29 % Other True-Ups (325 ) 6.81 % State Taxes (1,741 ) 36.41 % Change in valuation allowance 2,399 -50.18 % Tax provision $ (335 ) 7.04 % |
Schedule of Deferred Tax Assets (Liabilities) | Our deferred tax assets (liabilities) are as follows: Fiscal 2019 Fiscal 2018 Deferred tax assets Net operating loss carryforward $ 5,858 $ 5,393 Tax credit, deduction and capital loss carryforward 2,327 2,504 Share-based compensation 847 687 Debt issuance costs 333 660 Accrued expenses and other liabilities 454 615 Interest limitation and carryforward 3,639 1,155 Operating lease liabilities 731 — Total deferred tax assets 14,189 11,014 Less: valuation allowance (11,948 ) (9,619 ) Deferred tax assets, net of valuation allowance 2,241 1,395 Deferred tax liabilities: Deprecation 1,557 1,461 Basis differences in acquired intangibles 1,433 1,852 Operating lease - Right-of-use assets 731 — Total deferred tax liabilities 3,721 3,313 Deferred tax liability $ (1,480 ) $ (1,918 ) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Fiscal 2019 Fiscal 2018 Beginning balance $ 670 $ 1,136 Additions for tax positions of prior years 4 — Reductions for tax positions of prior years — 466 Loss before provision for income taxes $ 674 $ 670 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | Jan. 03, 2018 | Sep. 17, 2015 | Dec. 28, 2019 |
Business Combinations [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | one-for-ten reverse stock split on September 17, 2015 and a one-for-five reverse stock split on January 3, 2018 | ||
Reverse stock split, ratio | 0.2 | 0.1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($)shares | Jun. 28, 2018GBP (£)shares | Feb. 29, 2020USD ($) | Sep. 28, 2019USD ($) | Mar. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Dec. 28, 2019GBP (£) | Sep. 11, 2019USD ($) | Jun. 28, 2019GBP (£) | Jun. 26, 2019USD ($) | Jun. 26, 2019GBP (£) | Jun. 28, 2018GBP (£) | Jun. 06, 2018USD ($) | Dec. 30, 2017USD ($) |
Accounting Policies [Line Items] | ||||||||||||||||
Accumulated deficit | $ 76,537,000 | $ 71,643,000 | ||||||||||||||
Working capital deficit | 55,353,000 | |||||||||||||||
Debt instrument carrying amount | 39,313,000 | 37,393,000 | ||||||||||||||
Cash | 1,196,000 | 3,181,000 | ||||||||||||||
Business combination earnout consideration payable | 3,939,000 | 9,731,000 | $ 5,029,000 | |||||||||||||
Gain from sale of business | 0 | 238,000 | ||||||||||||||
Revenue | 278,478,000 | 260,926,000 | ||||||||||||||
Advertising expenses | 1,365,000 | 1,332,000 | ||||||||||||||
Cash equivalents, at carrying value | 0 | 0 | ||||||||||||||
Allowance for doubtful accounts | 210,000 | 248,000 | ||||||||||||||
Change in fair value of warrant liability | 0 | 879,000 | ||||||||||||||
Operating lease, liability | 4,980,000 | |||||||||||||||
Operating lease, right-of-use asset | 4,888,000 | |||||||||||||||
ASU 2016-02 Leases [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Operating lease, liability | 4,980,000 | |||||||||||||||
Operating lease, right-of-use asset | 4,888,000 | |||||||||||||||
Level 3 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Change in fair value of warrant liability | 0 | 879,000 | ||||||||||||||
Temporary Contractor Revenue [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Revenue | 266,974,000 | 250,416,000 | ||||||||||||||
Permanent Placement Revenue [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Revenue | 11,504,000 | 10,510,000 | ||||||||||||||
PeopleServe Inc., and PeopleServe PRS, Inc. [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Total consideration received | $ 1,502,000 | |||||||||||||||
Gain from sale of business | 238,000 | |||||||||||||||
Whitaker [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | 4,054,000 | |||||||||||||||
Separation Agreement [Member] | Mr. Briand [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Severance costs | 190,000 | 690,000 | ||||||||||||||
Separation Agreement [Member] | Mr. Faiman [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Severance costs | 190,000 | |||||||||||||||
Separation Agreement [Member] | Subsequent Event [Member] | Mr. Faiman [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Severance costs | $ 91,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earn-out payment | £ | £ 500,000 | |||||||||||||||
Clement May Limited [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate cash payment | $ 2,047,000 | £ 1,550,000 | ||||||||||||||
Number of common stock issued | shares | 15,000 | 15,000 | ||||||||||||||
Business combination earn-out payment | $ 656,000 | 500,000 | ||||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | |||||||||||||
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 and paid on or around December 28, 2019 pursuant to the Share Purchase Agreement, 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. | |||||||||||||||
Business combination earnout consideration payable | $ 1,100,000 | £ 850,000 | ||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate cash payment | $ 2,047,000 | £ 1,550,000 | ||||||||||||||
Business combination earn-out payment | $ 656,000 | 500,000 | ||||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | 350,000 | ||||||||||||
Clement May Limited [Member] | Maximum [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earn-out payment | £ | 500,000 | |||||||||||||||
Clement May Limited [Member] | Maximum [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earn-out payment | 656,000 | £ 500,000 | £ 500,000 | |||||||||||||
Key Resources Inc. [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination deferred consideration | 408,000 | $ 3,531,000 | ||||||||||||||
Business combination earnout consideration payable | $ 3,427,000 | |||||||||||||||
Key Resources Inc. [Member] | Jackson Note [Member] | Senior Debt [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 8,428,000 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate cash payment | 8,109,000 | |||||||||||||||
Aggregate consideration price | 12,163,000 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Share Purchase Agreement [Member] | Monroe Staffing Services, LLC [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Aggregate cash payment | $ 8,109,000 | |||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||
Aggregate consideration price | $ 12,163,000 | |||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration interest payment | $ 30,000 | |||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration interest payment | $ 40,000 | |||||||||||||||
Alleged damages | $ 4,054,000 | |||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Postpone Date on February 27, 2020 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 | |||||||||||||||
Business combination earnout consideration interest payment | $ 10,000 | |||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Prepone Date on February 27, 2020 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Maximum [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Maximum [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earnout consideration payable | 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Maximum [Member] | Share Purchase Agreement [Member] | Monroe Staffing Services, LLC [Member] | Earnout Consideration on August 27, 2019 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earn-out payment | 2,027,000 | |||||||||||||||
Key Resources Inc. [Member] | Maximum [Member] | Share Purchase Agreement [Member] | Monroe Staffing Services, LLC [Member] | Earnout Consideration on August 27, 2020 [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Business combination earn-out payment | $ 2,027,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) £ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Jun. 28, 2019GBP (£) | Jun. 26, 2019USD ($) | Jun. 26, 2019GBP (£) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Beginning balance | $ 9,731 | $ 5,029 | |||
Change in fair value | (537) | ||||
Ending balance | 3,939 | 9,731 | |||
CBS Butler Acquisition [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Earnout adjustment | (146) | ||||
Interest accretion | 682 | ||||
Earnout payment | (3,930) | ||||
Gain on settlement of earnout | (1,077) | ||||
KRI [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Deferred consideration | 408 | 3,531 | |||
Clement May Limited [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Earnout payment | $ (656) | $ 635 | |||
Deferred consideration | £ 350 | $ 444 | £ 350 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 28, 2019 | |
Computers [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computers [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Network Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Network Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) - shares | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 9,743,641 | 9,004,995 |
Warrants [Member] | ||
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 925,935 | 925,935 |
Long term incentive plan (LTIP) [Member] | ||
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 365,000 | |
Options [Member] | ||
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 76,500 | 111,400 |
Convertible preferred shares [Member] | ||
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 7,785,766 | 7,395,404 |
Restricted shares - unvested [Member] | ||
Earnings Per Share Diluted [Line Items] | ||
Shares excluded in computation of earnings per common share | 590,440 | 572,256 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,777 | $ 3,246 |
Accumulated depreciation | (2,250) | (1,607) |
Total property and equipment, net | 1,528 | 1,639 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 314 | 251 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 323 | 208 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,009 | 960 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,175 | 965 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 956 | $ 862 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 643 | $ 588 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Other Assets Noncurrent [Abstract] | ||
Collateral associated with workers' compensation insurance | $ 3,204 | $ 2,956 |
Other non-current assets | 19 | |
Total | $ 3,223 | $ 2,956 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Intangible assets, gross | $ 34,703 | $ 35,301 |
Accumulated amortization | (15,192) | (12,644) |
Intangible assets, net | 19,511 | 22,657 |
Tradenames [Member] | ||
Intangible assets, gross | 9,458 | 9,580 |
Accumulated amortization | (3,558) | (2,747) |
Intangible assets, net | 5,900 | 6,833 |
Non-Compete [Member] | ||
Intangible assets, gross | 2,488 | 2,487 |
Accumulated amortization | (2,349) | (2,259) |
Intangible assets, net | 139 | 228 |
Customer Relationships [Member] | ||
Intangible assets, gross | 22,757 | 23,234 |
Accumulated amortization | (9,285) | (7,638) |
Intangible assets, net | $ 13,472 | $ 15,596 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | Aug. 27, 2018 | Jun. 06, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Jun. 28, 2018 |
Accumulated amortization | $ 15,192 | $ 12,644 | |||
Amortization of intangible assets | $ 2,726 | 2,811 | |||
Weighted average useful life of intangible assets | 8 years | ||||
PeopleServe Inc., and PeopleServe PRS, Inc. [Member] | |||||
Write off gross intangibles | $ 2,999 | ||||
Accumulated amortization | $ 2,460 | ||||
Tradenames [Member] | |||||
Accumulated amortization | $ 3,558 | 2,747 | |||
Customer Relationships [Member] | |||||
Accumulated amortization | $ 9,285 | $ 7,638 | |||
Clement May [Member] | |||||
Intangible assets | $ 1,194 | ||||
Clement May [Member] | Tradenames [Member] | |||||
Intangible assets | 470 | ||||
Clement May [Member] | Customer Relationships [Member] | |||||
Intangible assets | $ 451 | ||||
Key Resources Inc. [Member] | |||||
Intangible assets | $ 7,400 | ||||
Key Resources Inc. [Member] | Tradenames [Member] | |||||
Intangible assets | $ 1,000 | ||||
Weighted average estimated useful life | 10 years | ||||
Key Resources Inc. [Member] | Customer Relationships [Member] | |||||
Intangible assets | $ 6,400 | ||||
Weighted average estimated useful life | 10 years | ||||
Clement May and KRI [Member] | Tradenames [Member] | |||||
Weighted average estimated useful life | 10 years | ||||
Clement May and KRI [Member] | Customer Relationships [Member] | |||||
Weighted average estimated useful life | 10 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2020 | $ 2,591 | |
2021 | 2,546 | |
2022 | 2,500 | |
2023 | 2,500 | |
2024 | 2,500 | |
Thereafter | 6,874 | |
Intangible assets, net | $ 19,511 | $ 22,657 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance, gross | $ 38,139 | $ 33,247 |
Accumulated impairment losses | (6,078) | (6,078) |
Beginning balance, net | 32,061 | 27,169 |
Acquisitions | 0 | 4,892 |
Currency translation adjustment | (1,012) | 0 |
Ending balance, net | $ 31,049 | $ 32,061 |
GOODWILL (Details Textual)
GOODWILL (Details Textual) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2019USD ($) | Dec. 28, 2019USD ($)Reporting_Unit | Dec. 29, 2018USD ($) | |
Goodwill [Line Items] | |||
Goodwill related to acquisition | $ 0 | $ 4,892 | |
Description of the underlying cause of impairment of goodwill | ASC 350, requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. | ||
Impairment of goodwill | $ 0 | $ 0 | |
Number of reporting units | Reporting_Unit | 2 | ||
Percent of fair value of reporting unit excess of carrying value | 7.00% | ||
Minimum [Member] | Long-term Revenue Growth Rate [Member] | |||
Goodwill [Line Items] | |||
Percent of fair value of reporting unit excess of carrying value | 2.00% | ||
Maximum [Member] | Long-term Revenue Growth Rate [Member] | |||
Goodwill [Line Items] | |||
Percent of fair value of reporting unit excess of carrying value | 6.00% | ||
Reporting Unit A [Member] | |||
Goodwill [Line Items] | |||
Aggregate goodwill to reporting unit | $ 14,400 | ||
Percent of fair value of reporting unit excess of carrying value | 16.10% | ||
Reporting Unit B [Member] | |||
Goodwill [Line Items] | |||
Aggregate goodwill to reporting unit | $ 3,400 | ||
Clement May [Member] | |||
Goodwill [Line Items] | |||
Goodwill related to acquisition | 1,545 | ||
Key Resources Inc. [Member] | |||
Goodwill [Line Items] | |||
Goodwill related to acquisition | $ 3,347 |
GOODWILL (Details 1)
GOODWILL (Details 1) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Goodwill [Line Items] | |||
Goodwill | $ 31,049 | $ 32,061 | $ 27,169 |
UNITED STATES [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 16,630 | 16,630 | |
UNITED KINGDOM [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 14,419 | 15,431 | |
Commercial Staffing [Member] | UNITED STATES [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 6,102 | 6,102 | |
Professional Staffing [Member] | UNITED STATES [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 10,527 | 10,527 | |
Professional Staffing [Member] | UNITED KINGDOM [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 14,420 | $ 15,432 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 1,412 | $ 3,213 |
Accrued payroll, taxes and bonuses | 12,700 | 11,378 |
Severance costs | 190 | 201 |
Other accrued expenses | 2,275 | 3,491 |
Total | $ 16,577 | $ 18,283 |
ACCOUNTS RECEIVABLE FINANCING -
ACCOUNTS RECEIVABLE FINANCING - Midcap Funding Trust (Details Textual) - USD ($) | Aug. 02, 2019 | Sep. 15, 2017 | Sep. 14, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | Sep. 17, 2017 |
Accounts Receivable Based Financing Activities [Line Items] | ||||||
Debt Instrument, Description | one or more of the covenants | |||||
Principal amount of outstanding receivables sold | $ 17,298,000 | $ 17,893,000 | ||||
MidCap Financial Trust [Member] | Revolving Credit Facility [Member] | ||||||
Accounts Receivable Based Financing Activities [Line Items] | ||||||
Long-term Line of Credit | $ 25,000,000 | |||||
Additional lending facility | $ 25,000,000 | |||||
Line of Credit Facility, Maturity Date | Apr. 8, 2019 | |||||
Line of Credit Facility, Percentage of Borrowings Against Eligible Receivables | 85.00% | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||
LIBOR floor rate | 1.00% | |||||
Line of Credit Facility, Interest Rate Description | Interest rate of LIBOR plus 4.0%, with a LIBOR floor of 1.0% per annum. | |||||
Line of Credit Facility, Frequency of Payment and Payment Terms | The Company could prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) 2.0% if prepaid in the first year of the loan; and (ii) 1.0% if prepaid thereafter. | |||||
Midcap Facility [Member] | ||||||
Accounts Receivable Based Financing Activities [Line Items] | ||||||
Line of Credit Facility, Maturity Date | Apr. 8, 2020 | |||||
Line of Credit Facility, Frequency of Payment and Payment Terms | The prepayment premiums reset to: (i) 2% if prepaid in the first or second year post the amendment; and (ii) 1.0% if prepaid thereafter. | |||||
Unbilled receivables, maximum incremental borrowing percentage | 85.00% | |||||
Unbilled receivables, maximum incremental borrowing | $ 1,300,000 | |||||
Letters of credit outstanding | $ 85,000 | |||||
Letters of credit issued | $ 85,000 | |||||
Midcap Facility [Member] | Letter of Credit [Member] | ||||||
Accounts Receivable Based Financing Activities [Line Items] | ||||||
Lending facility | $ 150,000 | |||||
Amended Midcap Facility [Member] | ||||||
Accounts Receivable Based Financing Activities [Line Items] | ||||||
Unbilled receivables, maximum incremental borrowing | $ 2,300,000 | |||||
Unbilled receivables, minimum incremental borrowing | $ 1,000,000 | |||||
Line of credit facility, extended maturity period | 2020-08 |
ACCOUNTS RECEIVABLE FINANCING_2
ACCOUNTS RECEIVABLE FINANCING - HSBC Invoice Finance (UK) Ltd (Details Textual) - CBS Butler [Member] | 12 Months Ended |
Dec. 28, 2019EUR (€) | |
HSBC [Member] | |
Accounts Receivable Based Financing Activities [Line Items] | |
Lending facility | € 8,500,000 |
Original expiration date | 2011-01 |
Notice for termination period by either parties | 90 days |
HSBC [Member] | Deferred Purchase Price [Member] | |
Accounts Receivable Based Financing Activities [Line Items] | |
Percentage of cash received equal to eligible receivables | 90.00% |
HSBC Invoice Finance (UK) Ltd - New Facility [Member] | |
Accounts Receivable Based Financing Activities [Line Items] | |
Line of Credit Facility, Maturity Date | Feb. 8, 2018 |
ACCOUNTS RECEIVABLE FINANCING_3
ACCOUNTS RECEIVABLE FINANCING - HSBC Invoice Finance (UK) Ltd New Facility (Details Textual) - CBS Butler, Staffing 360 Solutions Limited and The JM Group [Member] - HSBC Invoice Finance (UK) Ltd - New Facility [Member] | Jun. 28, 2018GBP (£) | Feb. 08, 2018USD ($)Subsidiary | Jul. 31, 2019GBP (£) | Feb. 08, 2018GBP (£)Subsidiary |
Accounts Receivable Based Financing Activities [Line Items] | ||||
Lending facility | $ 15,042,000 | £ 11,500,000 | ||
Number of subsidiaries | Subsidiary | 3 | 3 | ||
Factoring Arrangement Advance Percentage Eligible Receivable | 90.00% | |||
Percentage of secured borrowing line of unbilled receivables | 70.00% | 70.00% | ||
Unbilled receivables, maximum secured borrowing | $ 1,308,000 | £ 1,000,000 | ||
Arrangement initial term | 12 months | |||
Arrangement automatic rolling extension period | 3 months | |||
Percentage of service charge | 1.80% | |||
Clement May Limited [Member] | ||||
Accounts Receivable Based Financing Activities [Line Items] | ||||
Minimum agreement term for purchase of debt | 12 months | |||
Clement May Limited [Member] | Agreement Purchase Debt [Member] | ||||
Accounts Receivable Based Financing Activities [Line Items] | ||||
Lending facility | £ 20,000,000 | £ 22,500,000 | ||
Unbilled receivables, maximum secured borrowing | £ 1,500,000 | |||
Unbilled receivables period | 90 days |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | ||
Debt instrument | $ 39,313 | $ 37,393 |
Less Deferred Financing Costs | (497) | (1,171) |
Total Debt, Net | 38,816 | 36,222 |
Less: Total Current Debt, Net | (38,456) | (657) |
Total Long-Term Debt | 360 | 35,565 |
HSBC Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | 1,035 | 1,653 |
Jackson Investment Group - related party [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument | $ 38,278 | $ 35,740 |
DEBT - Jackson Note Related Par
DEBT - Jackson Note Related Party (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2018 | Aug. 27, 2018 | Apr. 25, 2018 | Sep. 15, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 05, 2017 |
Debt Instrument [Line Items] | |||||||
Shares issued, shares | 3,459,680 | 1,416,954 | |||||
Common Stock, Shares, Outstanding | 8,785,748 | 5,326,068 | |||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||
Warrant Agreement [Member] | Jackson Investment Group Term Loan Note #2 - Related Party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.66 | $ 3.50 | |||||
Incremental fair value of repricing the warrant | $ 357 | $ 135 | |||||
Jackson Note - Related Party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Common Stock, Shares, Outstanding | 526,697 | ||||||
Warrant, outstanding | 905,508 | ||||||
Jackson Note - Related Party [Member] | A&R Note Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Face Amount | $ 40,000 | ||||||
Proceeds from sale of secured notes to repay existing subordinated notes aggregate principal amount | $ 11,165 | ||||||
Debt Instrument, Maturity Date | Sep. 15, 2020 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
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 | ||||||
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 | ||||||
Shares issued, shares | 450,000 | ||||||
Extinguishment of debt, amount | $ 11,165 | ||||||
Jackson Note - Related Party [Member] | Amended Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payment of closing fee | $ 280 | ||||||
Shares issued, shares | 192,000 | ||||||
Payment of legal fee | $ 39 | ||||||
Jackson Note - Related Party [Member] | Amended Agreement [Member] | Senior Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Face Amount | $ 8,428 |
DEBT - Debt Exchange Agreement
DEBT - Debt Exchange Agreement (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2020 | Dec. 29, 2019 | Aug. 29, 2019 | Nov. 15, 2018 | Apr. 25, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 05, 2017 |
Debt Instrument [Line Items] | ||||||||
Deferred financing costs | $ 497 | $ 1,171 | ||||||
Preferred stock, dividend description | The Series E Preferred Stock carries quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock equal to 5% per annum of the liquidation value of the outstanding Series E Preferred Stock. | |||||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||
Warrant Agreement [Member] | Jackson Investment Group Term Loan Note #2 - Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.66 | $ 3.50 | ||||||
Incremental fair value of repricing the warrant | $ 357 | $ 135 | ||||||
Jackson Investment Group, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Face Amount | $ 1,650 | |||||||
Jackson Investment Group, LLC [Member] | 18% Senior Secured Note Due December 31, 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Face Amount | $ 2,538 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2019 | |||||||
Debt instrument, interest payment description | All accrued and unpaid interest on the outstanding principal balance of this term note will be due and payable monthly on the first day of each month, beginning on October 1, 2019 | |||||||
Debt instrument, date of first interest payment | Oct. 1, 2019 | |||||||
Debt instrument, default of payment description | Pursuant to the terms of this note, if this term note is not repaid by December 31, 2019, the Company will be required to issue 100,000 shares of its common stock to Jackson on a monthly basis until this term note is fully repaid, subject to certain exceptions to comply with Nasdaq listing standards | |||||||
Number of common shares issuable on monthly basis in event of default | 100,000 | |||||||
Number of common shares issued in event of default | 100,000 | |||||||
Non payment of loans due | $ 2,538 | |||||||
Unpaid loans | $ 2,538 | |||||||
Jackson Investment Group, LLC [Member] | 18% Senior Secured Note Due December 31, 2019 [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, default of payment description | On May 5, 2020, the Company received a waiver from Jackson curing the non-compliance as of March 30, 2020 and December 28, 2019, the past due interest payments that were due on October 1, 2019, January 1, 2020 and April 1, 2020 | |||||||
Number of common shares issued in event of default | 500,000 | |||||||
Debt Exchange Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Face Amount | 13,000 | |||||||
Conversion of net of legal fees | 12,214 | |||||||
Other director fees including write off | 445 | |||||||
Deferred financing costs | $ 13,000 | |||||||
Debt Exchange Agreement [Member] | Warrant Agreement [Member] | Jackson Investment Group Term Loan Note #2 - Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.66 | $ 3.50 | ||||||
Incremental fair value of repricing the warrant | $ 357 | |||||||
Series E Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock issued to/for Convertible of debt, shares | 7,303,371 | |||||||
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 1,000 | |||||||
Preferred stock dividend rate, percentage | 12.00% | 17.00% | ||||||
Series E Preferred Stock [Member] | Debt Exchange Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Initially convertible into common stock | 561 | |||||||
Stated value plus accrued and unpaid dividends | $ 1,000 | |||||||
Preferred stock, dividend description | The Series E Preferred Stock carries quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock. | |||||||
Preferred stock dividend rate, percentage | 12.00% | 17.00% | ||||||
Series E Preferred Stock [Member] | Debt Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock issued to/for Convertible of debt, shares | 13,000 | |||||||
Preferred Stock, Stated Value Per Share (in dollars per share) | $ 0.00001 | |||||||
Full settlement of debt | $ 13,000 | |||||||
Series E-1 Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock issued to/for Convertible of debt, shares | 439,157 | |||||||
Mandatory redeemable preferred stock maturity period | 30 days | |||||||
Preferred stock convertible into common stock | 602 | |||||||
Series E-1 Preferred Stock [Member] | Debt Exchange Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Mandatory redeemable preferred stock maturity period | 30 days | |||||||
Preferred stock convertible into common stock | 602 |
DEBT - HSBC Loan (Details Textu
DEBT - HSBC Loan (Details Textual) £ in Thousands | Apr. 20, 2020GBP (£) |
HSBC Term Loan [Member] | Subsequent Event [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | £ 1,000 |
LEASES (Details Textual)
LEASES (Details Textual) $ in Thousands | Dec. 28, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Operating lease, right-of-use asset | $ 4,888 |
Operating lease, liability | 4,980 |
ASU 2016-02 Leases [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease, right-of-use asset | 4,888 |
Operating lease, liability | $ 4,980 |
LEASES (Details)
LEASES (Details) $ in Thousands | 12 Months Ended |
Dec. 28, 2019USD ($) | |
SG&A Expenses [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease cost | $ 1,732 |
LEASES (Details1)
LEASES (Details1) $ in Thousands | Dec. 28, 2019USD ($) |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 3 years 8 months 12 days |
Weighted average discount rate | 6.45% |
Future Lease Payments | |
2020 | $ 1,825 |
2021 | 1,443 |
2022 | 594 |
2023 | 329 |
2024 | 321 |
Thereafter | 1,143 |
Total | 5,655 |
Less: Imputed Interest | 675 |
Operating lease, liability | 4,980 |
Leases - current liabilities | 1,797 |
Leases - non current | $ 3,183 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) | Mar. 14, 2019USD ($)$ / sharesshares | Feb. 08, 2019USD ($)$ / shares | Jan. 22, 2019USD ($)$ / sharesshares | Jan. 03, 2018 | Sep. 17, 2015 | May 31, 2017USD ($) | Dec. 28, 2019USD ($)$ / sharesshares | Dec. 29, 2018USD ($)$ / sharesshares |
Stockholders Equity [Line Items] | ||||||||
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 | ||||||
Common stock, shares authorized | shares | 40,000,000 | 40,000,000 | ||||||
Common stock, par or stated value per share | $ / shares | $ 0.00001 | $ 0.00001 | ||||||
Common stock, shares, issued | shares | 8,785,748 | 5,326,068 | ||||||
Common stock, shares, outstanding | shares | 8,785,748 | 5,326,068 | ||||||
Shares issued | $ 5,632,000 | $ 3,534,000 | ||||||
Shares issued, shares | shares | 3,459,680 | 1,416,954 | ||||||
Sale of common stock, net | $ 4,361,000 | |||||||
Proceeds from issuance of common stock | $ 775,000 | $ 5,515,000 | $ 2,315,000 | |||||
Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued, shares | shares | 387,500 | 3,331,280 | ||||||
Sale of common stock, net | $ 1,000 | |||||||
Shares Issued, price per share | $ / shares | $ 2 | |||||||
At-the-Market Offering [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued | $ 2,315,000 | |||||||
Shares issued, shares | shares | 428,600 | 742,980 | ||||||
Sale of common stock, net | $ 528,000 | $ 2,245,000 | ||||||
Proceeds from issuance of common stock | $ 600,000 | |||||||
Underwritten Public Offering [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Sale of common stock, net | $ 3,078,000 | |||||||
Proceeds from issuance of common stock | 4,001,000 | |||||||
Underwritten Public Offering [Member] | Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued | $ 2,425,000 | |||||||
Shares Issued, price per share | $ / shares | $ 1.65 | |||||||
Over-allotment Option [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Sale of common stock, net | $ 138,000 | |||||||
Period for exercise of shares available for purchase to underwriters under over allotment option | 45 days | |||||||
Over-allotment Option [Member] | Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued, shares | shares | 90,180 | |||||||
Shares Issued, price per share | $ / shares | $ 1.65 | |||||||
Maximum [Member] | At-the-Market Offering [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued | $ 3,000,000 | |||||||
Shares Issued, price per share | $ / shares | $ 4.23 | |||||||
Maximum [Member] | Over-allotment Option [Member] | Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares issued | $ 363,750 | |||||||
Minimum [Member] | At-the-Market Offering [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares Issued, price per share | $ / shares | $ 1.61 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 28, 2019 | Dec. 29, 2018 | |
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 3,459,680 | 1,416,954 | |
Fair Value of Shares Issued | $ 5,632 | $ 3,534 | |
Jackson Investment Group, LLC [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 100,000 | 492,000 | |
Fair Value of Shares Issued | $ 75 | $ 899 | |
Acquisition [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 15,000 | ||
Fair Value of Shares Issued | $ 21 | ||
Minimum [Member] | Jackson Investment Group, LLC [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 0.75 | $ 1.76 | |
Minimum [Member] | Acquisition [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | 1.38 | ||
Maximum [Member] | Jackson Investment Group, LLC [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 0.75 | 1.93 | |
Maximum [Member] | Acquisition [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.38 | ||
Equity Raise [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 3,331,280 | ||
Fair Value of Shares Issued | $ 5,515 | ||
Equity Raise [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.40 | ||
Equity Raise [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 2 | ||
At-the-Market Facility [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 428,600 | 742,980 | |
Fair Value of Shares Issued | $ 2,315 | ||
At-the-Market Facility [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.61 | ||
At-the-Market Facility [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value of Shares Issued | $ 3,000 | ||
Fair Value at Issuance (per share) | $ 4.23 | ||
Reverse Stock Split [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 426 | ||
Consultants [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 6,000 | 20,548 | |
Fair Value of Shares Issued | $ 10 | $ 57 | |
Consultants [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.56 | $ 1.40 | |
Consultants [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.56 | $ 3.42 | |
Employees [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 125,000 | ||
Fair Value of Shares Issued | $ 198 | ||
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 | ||
Board and Committee Members [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Shares Issued | 22,400 | 21,000 | |
Fair Value of Shares Issued | $ 32 | $ 44 | |
Board and Committee Members [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 0.83 | $ 1.40 | |
Board and Committee Members [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 1.79 | $ 3.25 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Shares (Details Textual) - USD ($) $ in Thousands | Feb. 05, 2016 | Dec. 28, 2019 | Dec. 29, 2018 |
Stockholders Equity [Line Items] | |||
Stock based compensation | $ 832 | $ 1,151 | |
Restricted Shares [Member] | |||
Stockholders Equity [Line Items] | |||
Unvested shares issued | 10,000 | ||
2015 And 2016 Omnibus Incentive Plan [Member] | Restricted Shares [Member] | |||
Stockholders Equity [Line Items] | |||
Share-based compensation restricted period | 3 years | ||
Stock based compensation | $ 539 | $ 896 | |
2015 And 2016 Omnibus Incentive Plan [Member] | Employees and Board and Committee Members [Member] | Restricted Shares [Member] | |||
Stockholders Equity [Line Items] | |||
Unvested shares issued | 590,440 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Restricted Shares [Member] - $ / shares | Feb. 05, 2016 | Dec. 28, 2019 | Dec. 29, 2018 |
Stockholders Equity [Line Items] | |||
Granted | 10,000 | ||
2015 And 2016 Omnibus Incentive Plan [Member] | Employees and Board of Directors [Member] | |||
Stockholders Equity [Line Items] | |||
Balance balance | 572,256 | 471,132 | |
Granted | 22,400 | 168,424 | |
Vested/adjustments | (4,216) | (67,300) | |
Ending balance | 590,440 | 572,256 | |
Balance balance | $ 3.47 | $ 6.14 | |
Granted | 1.48 | 1.66 | |
Vested/adjustments | 5.52 | 19.90 | |
Ending balance | $ 3.12 | $ 3.47 |
STOCKHOLDERS' EQUITY - Series A
STOCKHOLDERS' EQUITY - Series A Preferred Stock (Details Textual) - USD ($) | Jan. 21, 2020 | May 29, 2015 | Dec. 28, 2019 | Dec. 29, 2018 |
Stockholders Equity [Line Items] | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 | ||
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | ||
Dividends paid | $ 1,175,000 | $ 200,000 | ||
Mr. Briand [Member] | Subsequent Event [Member] | ||||
Stockholders Equity [Line Items] | ||||
Preferred stock convertible into common stock | 16,215 | |||
Series A Preferred Stock - Related Party [Member] | ||||
Stockholders Equity [Line Items] | ||||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 | ||
Preferred stock, stated value per share | $ 1 | $ 1 | $ 1 | |
Preferred stock, dividend rate, percentage | 12.00% | 12.00% | ||
Preferred stock, redemption terms | Shares of the Series A Preferred Stock are convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020 (the “Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the Holder elects to convert. Originally the redemption date was December 31, 2018 and this was extended to December 31, 2020 in January 2019. | |||
Conversion of preferred stock to common stock conversion ratio | 1.3 | |||
Preferred stock, shares issued | 1,663,008 | 1,663,008 | 1,663,008 | |
Preferred stock, shares outstanding | 1,663,008 | 1,663,008 | ||
Preferred stock accrued dividends | $ 0 | $ 0 | ||
Dividends paid | $ 200,000 | $ 200,000 | ||
Series A Preferred Stock - Related Party [Member] | Designated Shares [Member] | ||||
Stockholders Equity [Line Items] | ||||
Preferred stock, shares authorized | 1,663,008 | |||
Preferred stock, par value per share | $ 0.00001 | |||
Convertible Preferred Stock [Member] | ||||
Stockholders Equity [Line Items] | ||||
Preferred stock, redemption terms | the holders shall initially receive one and three tenths (1.3) shares of common stock | |||
Preferred stock, redemption price per share | $ 50 |
STOCKHOLDERS' EQUITY - Series E
STOCKHOLDERS' EQUITY - Series E Preferred Stock (Details Textual) - USD ($) | Feb. 08, 2019 | Jan. 22, 2019 | Nov. 15, 2018 | Dec. 28, 2019 | Dec. 29, 2018 |
Stockholders Equity [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 775,000 | $ 5,515,000 | $ 2,315,000 | ||
Fair Value of Shares Issued | $ 5,632,000 | $ 3,534,000 | |||
Preferred stock, dividend description | The Series E Preferred Stock carries quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock equal to 5% per annum of the liquidation value of the outstanding Series E Preferred Stock. | ||||
Series E Preferred Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Number of common stock issuable on conversion of preferred stock | 561.8 | ||||
Convertible preferred stock, term | Each share of Series E Preferred Stock is initially convertible into 561.8 shares of our common stock at any time after October 31, 2020 or the occurrence of a Preferred Default. A holder of Series E Preferred Stock is not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into our common stock. | ||||
Preferred stock, stated value per share | $ 1,000 | ||||
Fair Value of Shares Issued | $ 2,425,000 | ||||
Shares Issued, price per share | $ 1.65 | ||||
Proceeds from offering in excess to redeem preferred stock | $ 3,000,000 | ||||
Preferred stock, dividend rate, percentage | 12.00% | 17.00% | |||
Preferred stock dividend liquidation, percentage | 5.00% | ||||
Common stock issued to holder | 7,303,371 | ||||
Series E Preferred Stock [Member] | Registered Direct Offering [Member] | |||||
Stockholders Equity [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 775,000 | ||||
Series E Preferred Stock [Member] | Maximum [Member] | |||||
Stockholders Equity [Line Items] | |||||
Gross proceeds from equity offering | $ 3,000,000 | ||||
Series E-1 Preferred Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Mandatory redeemable preferred stock maturity period | 30 days | ||||
Preferred stock convertible into common stock | 602 | ||||
Common stock issued to holder | 439,157 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2018 | Apr. 25, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | Apr. 05, 2017 | Jan. 26, 2017 |
Stockholders Equity [Line Items] | ||||||
Change in fair value of warrant liability | $ 0 | $ 879 | ||||
Jackson Investment Group Term Loan Note #2 - Related Party [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
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 | $ 1.66 | $ 3.50 | ||||
Incremental fair value of repricing the warrant | $ 357 | $ 135 | ||||
Exercisable date of warrant | Jan. 26, 2024 | Jan. 26, 2022 | ||||
Level 3 [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Change in fair value of warrant liability | $ 0 | $ 879 | ||||
Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 62.50 | |||||
Minimum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.66 | |||||
Jackson Investment Group, LLC [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Class of warrant or right exercisable term | 4 years 6 months | |||||
Debt instrument, face amount | $ 1,650 | |||||
Share price | $ 5 | |||||
Jackson Investment Group, LLC [Member] | Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Additional stock issuable, shares | 275,508 | |||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 5 | $ 6.75 | ||||
Jackson Investment Group, LLC [Member] | Common Stock [Member] | Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 630,000 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Stockholders Equity [Line Items] | |||
Weighted Average Exercise Price, Outstanding | $ 1.76 | ||
Warrants [Member] | |||
Stockholders Equity [Line Items] | |||
Number of shares, Outstanding | 925,934 | 925,934 | 925,934 |
Weighted Average Exercise Price, Outstanding | $ 1.76 | $ 1.76 | $ 5.03 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) | 12 Months Ended |
Dec. 28, 2019$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Class of Warrant or Right, Number Outstanding and Exercisable | shares | 925,934 |
Warrants Outstanding Weighted Average Remaining Contractual Life (years) | 2 years 1 month 2 days |
Weighted Average Exercise Price | $ 1.76 |
Minimum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Exercise Price | 1.66 |
Maximum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Exercise Price | $ 62.50 |
STOCKHOLDERS' EQUITY - Incentiv
STOCKHOLDERS' EQUITY - Incentive Plans (Details Textual) - USD ($) $ in Thousands | Jan. 28, 2014 | Dec. 31, 2016 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 28, 2019 | May 30, 2018 | Jan. 26, 2017 |
Stockholders Equity [Line Items] | |||||||
Stock options granted | 0 | ||||||
Stock based compensation | $ 832 | $ 1,151 | |||||
Stock Options [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation | 49 | $ 198 | |||||
Total compensation cost not yet amortized | $ 56 | $ 56 | |||||
Total compensation cost not yet amortized, period of recognize | 2 years 6 months | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 50,000 | ||||||
Plan expiry date | Jan. 28, 2024 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 50,000 | ||||||
2015 Omnibus Incentive Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 90,000 | 90,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
2016 Omnibus Incentive Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 602,612 | 602,612 | |||||
Shares issued | 647,388 | ||||||
2016 Omnibus Incentive Plan [Member] | Stock, Restricted Stock and Stock Option Awards [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Shares reserved for future issuance | 1,250,000 | 500,000 | |||||
2016 Omnibus Incentive Plan [Member] | Stock Options [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options granted | 0 | 0 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) - $ / shares | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Options | ||
Outstanding | 111,400 | 125,400 |
Granted | 0 | |
Exercised | 0 | |
Expired or cancelled | (34,900) | (14,000) |
Outstanding | 76,500 | 111,400 |
Weighted Average Exercise Price | ||
Outstanding | $ 28.46 | $ 43.98 |
Expired or cancelled | 29.99 | 85 |
Outstanding | $ 27.76 | $ 28.46 |
STOCKHOLDERS' EQUITY - Long-Ter
STOCKHOLDERS' EQUITY - Long-Term Incentive Plan (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | May 31, 2016 | |
Stockholders Equity [Line Items] | ||||
Stock based compensation | $ 832 | $ 1,151 | ||
Stock options granted | 0 | |||
2016 Long-Term Incentive Plan [Member] | ||||
Stockholders Equity [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 260,000 | |||
Plan expiry date | Dec. 31, 2018 | |||
Common stock will be authorized but unissued | 260,000 | |||
Estimated fair value of stock based compensation by third party valuation | $ 136 | |||
Stock based compensation | 0 | $ 0 | ||
2019 Long-Term Incentive Plan [Member] | ||||
Stockholders Equity [Line Items] | ||||
Stock options granted | 365,000 | |||
Units vesting upon employees being in good standing, Percentages | 50.00% | |||
Units vesting upon average share price, Percentages | 50.00% | |||
Stock based compensation expenses | $ 232 |
STOCKHOLDERS' EQUITY (Details 6
STOCKHOLDERS' EQUITY (Details 6) - 2019 Long-Term Incentive Plan [Member] | 12 Months Ended |
Dec. 28, 2019$ / shares | |
Less Than 8 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate | 0.00% |
Less Than 8 Per Share [Member] | Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average share price | $ 8 |
More Than 8 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate, Description | Pro-rated |
More Than 8 Per Share [Member] | Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average share price | $ 8 |
More Than or Equal to 12 Per Share [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting rate, Description | Full Vesting |
Average share price | $ 12 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Employment Agreement (Details Textual) £ in Thousands, $ in Thousands | Feb. 18, 2020USD ($)shares | Aug. 10, 2018 | Jul. 01, 2018USD ($) | Jan. 01, 2018USD ($) | Feb. 05, 2016USD ($)shares | Jan. 03, 2014GBP (£) | Jan. 03, 2014USD ($) | Dec. 28, 2019USD ($) | Jan. 01, 2017 |
David Faiman [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Officers' Compensation | $ 320 | $ 275 | |||||||
Percentage of Additional Bonus on Base Salary | 25.00% | ||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 50.00% | ||||||||
Entitle to receive severance pay, period | 6 months | ||||||||
Entitled to receive severance pay prior to separation period | 6 months | ||||||||
Severance payable | $ 190 | ||||||||
Mr. Christopher Lutzo [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Severance pay received as part of severance, period | 6 months | ||||||||
Severance pay received following his separation, period | 6 months | ||||||||
Alicia Barker [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Officers' Compensation | $ 250 | ||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 50.00% | ||||||||
Entitle to receive severance pay, period | 12 months | ||||||||
Mark Gibbens [Member] | Subsequent Event [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Officers' Compensation | $ 325 | ||||||||
Initial employment agreement term | 6 months | ||||||||
Renewed employment agreement term | 1 year | ||||||||
Share-based compensation restricted period | 3 years | ||||||||
Mark Gibbens [Member] | Subsequent Event [Member] | 2016 Omnibus Incentive Plan [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Number of shares, Issued | shares | 40,000 | ||||||||
Restricted Shares [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Number of shares, Issued | shares | 10,000 | ||||||||
Performance Shares [Member] | Mark Gibbens [Member] | Subsequent Event [Member] | 2016 Omnibus Incentive Plan [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Number of shares, Issued | shares | 40,000 | ||||||||
Brendan Flood [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Officers' Compensation | £ | £ 192 | ||||||||
Employment agreement, officer, commission percentage of gross profit | 50.00% | 50.00% | |||||||
Performance based compensation, gross profit threshold | $ 400 | ||||||||
Percentage Of Gross Profit Appreciation Participation | 10.00% | 10.00% | |||||||
Gross Profits In Excess Percentage | 120.00% | 120.00% | |||||||
Gross profit appreciation participation participating level | 62.50% | 62.50% | |||||||
Employment Agreement Term | 5 years | ||||||||
Written Notice Period To Terminate Employment Agreement | 12 months | ||||||||
Period of Customary Non-compete or Solicitation Language after Termination of Employment | 12 months | ||||||||
Percentage of Additional Bonus on Base Salary | 25.00% | ||||||||
Deferred Compensation Arrangement with Individual, Description | On January 3, 2014, in connection with the acquisition of Initio, the Company entered into a services agreement (the “Flood Employment Agreement”) with Brendan Flood. Pursuant to the Flood Employment Agreement, Mr. Flood initially served as Executive Chairman of the Board. Mr. Flood was initially paid a salary of £192 per annum, less statutory deductions, plus other benefits including reimbursement for reasonable expenses, paid vacation and insurance coverage for his roles with both the Company and our U.K. subsidiary. Under the agreement, Mr. Flood’s salary is required to be adjusted (but not decreased) annually in connection with the CPI Adjustment (as defined in the Flood Employment Agreement). Mr. Flood is also entitled to an annual bonus of up to 50% of his annual base salary based reaching certain financial milestones. Additionally, Mr. Flood was entitled to a gross profit appreciation participation, which entitled the participants to 10% of Initio’s “Excess Gross Profit,” which is defined as the increase in Initio gross profits in excess of 120% of the base year’s gross profit, up to $400. Mr. Flood’s participating level was 62.5%. On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. The Flood Employment Agreement has a term of five years and will automatically renew thereafter unless 12 months written notice is provided by either party. This employment agreement includes customary non-compete/solicitation language for a period of 12 months after termination of employment, and in the event of a change in control, the Company may request that Mr. Flood continue employment with the new control entity. On January 1, 2017 the Company increased his salary by the CPI Adjustment and provided an additional bonus of up to 25% of his base salary based upon achieving a certain leverage ratio. In December 2017, upon the reorganization of the Company and departure of Mr. Briand, Mr. Flood’s title was changed to Chairman and Chief Executive Officer of the Company. On January 1, 2018 the Company increased his salary by the CPI Adjustment. On January 1, 2019 and January 1, 2020, Mr. Flood was eligible for a CPI salary adjustment and chose to waive this adjustment. All other terms of Mr. Flood’s employment agreement remained unchanged. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Earn-out Liabilities and Stock Value Guarantees (Details Textual) | Aug. 30, 2019USD ($) | Aug. 30, 2019GBP (£) | Aug. 29, 2019USD ($) | Jul. 26, 2019GBP (£) | Jul. 05, 2019GBP (£) | Mar. 01, 2019USD ($) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($) | Jun. 28, 2018GBP (£) | Feb. 29, 2020USD ($) | Sep. 28, 2019USD ($) | Sep. 29, 2018USD ($) | Sep. 29, 2018GBP (£) | Mar. 26, 2020USD ($) | Dec. 29, 2018USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Dec. 28, 2019GBP (£) | Sep. 11, 2019USD ($) | Jun. 28, 2019GBP (£) | Jun. 26, 2019USD ($) | Jun. 26, 2019GBP (£) | Jun. 28, 2018GBP (£) | Dec. 30, 2017USD ($) | Sep. 15, 2017USD ($)Installment | Sep. 15, 2017GBP (£)Installment |
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Proceeds from term loans - related party | $ 2,538,000 | $ 8,428,000 | ||||||||||||||||||||||||
Business combination earnout consideration payable | $ 9,731,000 | 3,939,000 | $ 9,731,000 | $ 5,029,000 | ||||||||||||||||||||||
Whitaker [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earnout consideration payable | 4,054,000 | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earn-out payment | £ | £ 500,000 | |||||||||||||||||||||||||
CBS Butler Acquisition [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Accrual final payments | £ | £ 2,500,000 | £ 2,150,000 | ||||||||||||||||||||||||
Gain on final settlement of litigation | $ 1,077,000 | £ 894,000 | ||||||||||||||||||||||||
CBS Butler Acquisition [Member] | Jackson Investment Group, LLC [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Proceeds from term loans - related party | $ 2,538,000 | |||||||||||||||||||||||||
CBS Butler Acquisition [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 Acquisition [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 | 300,000 | $ 892,000 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Business combination remaining liability paid | $ 1,125,000 | |||||||||||||||||||||||||
Business combination purchase gain recognized | $ 847,000 | |||||||||||||||||||||||||
Clement May Limited [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earn-out payment | 656,000 | 500,000 | ||||||||||||||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | |||||||||||||||||||||||
Business combination deferred consideration paid | $ 2,047,000 | £ 1,550,000 | ||||||||||||||||||||||||
Business combination earnout consideration payable | 1,100,000 | £ 850,000 | ||||||||||||||||||||||||
Clement May Limited [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earn-out payment | £ | 500,000 | |||||||||||||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earn-out payment | 656,000 | 500,000 | ||||||||||||||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | 350,000 | ||||||||||||||||||||||
Business combination deferred consideration paid | $ 2,047,000 | £ 1,550,000 | ||||||||||||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earn-out payment | 656,000 | £ 500,000 | £ 500,000 | |||||||||||||||||||||||
Key Resources Inc. [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination deferred consideration | $ 3,531,000 | 408,000 | $ 3,531,000 | |||||||||||||||||||||||
Business combination earnout consideration payable | $ 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 earnout consideration payable | 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 earnout consideration payable | 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 earnout consideration payable | 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 earnout consideration payable | $ 2,027,000 | |||||||||||||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earnout consideration interest payment | $ 30,000 | |||||||||||||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earnout consideration interest payment | $ 40,000 | |||||||||||||||||||||||||
Alleged damages | $ 4,054,000 | |||||||||||||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Postpone Date on February 27, 2020 [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 | |||||||||||||||||||||||||
Business combination earnout consideration interest payment | $ 10,000 | |||||||||||||||||||||||||
Key Resources Inc. [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Prepone Date on February 27, 2020 [Member] | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Lease Obligations (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||
2020 | $ 1,825 | |
2021 | 1,443 | |
2022 | 594 | |
2023 | 329 | |
2024 | 321 | |
Thereafter | 1,143 | |
Rent expense | $ 1,732 | $ 1,775 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details Textual) - USD ($) | Mar. 17, 2016 | Feb. 17, 2016 | Aug. 14, 2013 | Jun. 30, 2018 | Dec. 28, 2019 | Feb. 26, 2020 |
Ellenoff Grossman Schole LLP [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Alleged damages | $ 505,000 | |||||
Loss Contingency, Damages Awarded, Value | $ 759,000 | |||||
Loss Contingency, Settlement Agreement, Terms | equal installments over 24 months beginning April 2016. | |||||
Whitaker [Member] | North Carolina Action [Member] | North Carolina [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Alleged damages | $ 4,054,000 | |||||
Whitaker [Member] | New York Action [Member] | New York [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Estimated claims for breach of contract and fraudulent inducement | $ 6,000,000 | |||||
NewCSI Inc [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss Contingency Damages Sought Deferred Tax Assets Percentage | 50.00% | |||||
Litigation Settlement, Amount | $ 1,389,000 | |||||
Litigation settlement, legal fees | $ 606,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | $ 278,478 | $ 260,926 | |
Total Gross Profit | 48,309 | 48,304 | |
Selling, general and administrative expenses | (44,327) | (43,579) | |
Depreciation and amortization | (3,369) | (3,124) | |
Operating expenses - restructuring | 10 | 57 | |
Interest expense | (7,628) | (8,386) | |
Amortization of debt discount and deferred financing costs | (857) | (580) | |
Change in fair value of warrant liability | 0 | 879 | |
Re-measurement gain (loss) on intercompany note | 383 | (686) | |
Gain from sale of business | 0 | 238 | |
Gain on settlement of deferred consideration | 1,924 | 0 | |
Other expense | 326 | 398 | |
Loss Before Benefit (Provision) For Income Tax | (5,229) | (6,479) | |
Total Assets | 88,841 | 96,437 | |
Total Goodwill | 31,049 | 32,061 | $ 27,169 |
UNITED STATES [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 164,624 | 157,070 | |
Total Assets | 74,671 | 70,390 | |
Total Goodwill | 16,630 | 16,630 | |
UNITED STATES [Member] | Commercial Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 127,330 | 107,318 | |
Total Gross Profit | 20,080 | 17,496 | |
Total Goodwill | 6,102 | 6,102 | |
UNITED STATES [Member] | Professional Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 37,294 | 49,752 | |
Total Gross Profit | 14,081 | 15,610 | |
Total Goodwill | 10,527 | 10,527 | |
UNITED KINGDOM [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 113,854 | 103,856 | |
Total Assets | 14,170 | 26,047 | |
Total Goodwill | 14,419 | 15,431 | |
UNITED KINGDOM [Member] | Professional Staffing [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total Revenue | 113,854 | 103,856 | |
Total Gross Profit | 14,148 | 15,199 | |
Total Goodwill | $ 14,420 | $ 15,432 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) | Aug. 27, 2018USD ($) | Jun. 28, 2018USD ($)shares | Jun. 28, 2018GBP (£)shares | Feb. 29, 2020USD ($) | Sep. 28, 2019USD ($) | Mar. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | Dec. 28, 2019GBP (£) | Sep. 11, 2019USD ($) | Jun. 28, 2019GBP (£) | Jun. 26, 2019USD ($) | Jun. 26, 2019GBP (£) | Jun. 28, 2018GBP (£) | Dec. 30, 2017USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | $ 3,939,000 | $ 9,731,000 | $ 5,029,000 | ||||||||||||
Jackson Note [Member] | Senior Secured Note [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Principal amount of debt exchanged for senior secured note | $ 8,428,000 | ||||||||||||||
Jackson Note [Member] | Senior Debt [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | 8,428,000 | ||||||||||||||
Whitaker [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | 4,054,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment | £ | £ 500,000 | ||||||||||||||
Clement May Limited [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Cash payment | $ 2,047,000 | £ 1,550,000 | |||||||||||||
Shares issued in acquisition (in shares) | shares | 15,000 | 15,000 | |||||||||||||
Business combination earn-out payment | 656,000 | 500,000 | |||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | ||||||||||||
Business combination earnout consideration payable | $ 1,100,000 | £ 850,000 | |||||||||||||
Business acquired receivables and fair value | $ 14,305,000 | ||||||||||||||
Clement May Limited [Member] | Non-compete [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 8 years 4 months 24 days | 8 years 4 months 24 days | |||||||||||||
Clement May Limited [Member] | Tradenames [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 8 years 4 months 24 days | 8 years 4 months 24 days | |||||||||||||
Clement May Limited [Member] | Customer Relationships [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 8 years 4 months 24 days | 8 years 4 months 24 days | |||||||||||||
Clement May Limited [Member] | Maximum [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment | £ | 500,000 | ||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Cash payment | $ 2,047,000 | £ 1,550,000 | |||||||||||||
Business combination earn-out payment | $ 656,000 | 500,000 | |||||||||||||
Business combination deferred consideration | £ 350,000 | $ 444,000 | £ 350,000 | 350,000 | |||||||||||
Business combination earn-out payment due date | Jun. 28, 2019 | ||||||||||||||
Clement May Limited [Member] | Share Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment | $ 656,000 | £ 500,000 | £ 500,000 | ||||||||||||
Clement May Limited [Member] | Common Stock [Member] | Share Purchase Agreement [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Shares issued in acquisition (in shares) | shares | 15,000 | 15,000 | |||||||||||||
KRI [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination deferred consideration | $ 408,000 | 3,531,000 | |||||||||||||
Business combination earnout consideration payable | 3,427,000 | ||||||||||||||
Business acquired receivables and fair value | $ 2,531,000 | ||||||||||||||
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 | 35,000 | ||||||||||||||
KRI [Member] | Non-compete [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 10 years | ||||||||||||||
KRI [Member] | Tradenames [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 10 years | ||||||||||||||
KRI [Member] | Customer Relationships [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Weighted average estimated useful life | 10 years | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Cash payment | $ 8,109,000 | ||||||||||||||
Aggregate consideration price | 12,163,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Cash payment | $ 8,109,000 | ||||||||||||||
Percentage of common stock acquired | 100.00% | ||||||||||||||
Aggregate consideration price | $ 12,163,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | 2,027,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2019 [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment due date | Aug. 27, 2019 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | 2,027,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Earnout Consideration on August 27, 2020 [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment due date | Aug. 27, 2020 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2019 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | 2,027,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2019 [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment | 2,027,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2020 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | 2,027,000 | ||||||||||||||
KRI [Member] | Share Purchase Agreement [Member] | Maximum [Member] | Earnout Consideration on August 27, 2020 [Member] | Monroe Staffing Services, LLC [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earn-out payment | $ 2,027,000 | ||||||||||||||
KRI [Member] | Amended Share Purchase Agreement [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration interest payment | $ 30,000 | ||||||||||||||
KRI [Member] | Amended Share Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration interest payment | $ 40,000 | ||||||||||||||
Alleged damages | $ 4,054,000 | ||||||||||||||
KRI [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Postpone Date on February 27, 2020 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 | ||||||||||||||
Business combination earnout consideration interest payment | $ 10,000 | ||||||||||||||
KRI [Member] | Amended Share Purchase Agreement [Member] | Earnout Consideration Prepone Date on February 27, 2020 [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Business combination earnout consideration payable | $ 2,027,000 | ||||||||||||||
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 | 105,000 | ||||||||||||||
FirstPro, CBS Butler and KRI, Clement May [Member] | |||||||||||||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||||||||||||
Revenues from acquisitions | $ 42,060,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 | Aug. 27, 2018 | Jun. 28, 2018 | Dec. 30, 2017 |
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 31,049 | $ 32,061 | $ 27,169 | ||
KRI [Member] | |||||
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 3,347 | ||||
Intangible assets | |||||
Intangible assets | 7,400 | ||||
Clement May [Member] | |||||
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,545 | ||||
Intangible assets | |||||
Intangible assets | 1,194 | ||||
Tradenames [Member] | KRI [Member] | |||||
Intangible assets | |||||
Intangible assets | 1,000 | ||||
Tradenames [Member] | Clement May [Member] | |||||
Intangible assets | |||||
Intangible assets | 470 | ||||
Non-compete [Member] | Clement May [Member] | |||||
Intangible assets | |||||
Intangible assets | 273 | ||||
Customer Relationships [Member] | KRI [Member] | |||||
Intangible assets | |||||
Intangible assets | $ 6,400 | ||||
Customer Relationships [Member] | Clement May [Member] | |||||
Intangible assets | |||||
Intangible assets | $ 451 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 | Aug. 27, 2018 | Jun. 28, 2018 | Dec. 30, 2017 |
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 31,049 | $ 32,061 | $ 27,169 | ||
KRI [Member] | |||||
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Purchase price | $ 11,537 | ||||
Net assets acquired | (790) | ||||
Intangibles | (7,400) | ||||
Goodwill | $ 3,347 | ||||
Clement May [Member] | |||||
Acquired Indefinite Lived Intangible Assets [Line Items] | |||||
Purchase price | $ 3,543 | ||||
Net assets acquired | (804) | ||||
Intangibles | (1,194) | ||||
Goodwill | $ 1,545 |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - KRI and CML [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 29, 2018USD ($)$ / sharesshares | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | |
Revenues | $ 308,093 |
Net loss from continuing operations | $ (6,189) |
Weighted average number of common stock shares - basic and diluted | shares | 4,378,447 |
Net loss per share from continuing operations | $ / shares | $ (1.41) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Related Party Transaction [Line Items] | ||
Compensation Expense Recognized | $ 832 | $ 1,151 |
Board and Committee Members [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 225 | $ 244 |
Shares Issued | 22,400 | 21,000 |
Value of Shares Issued | $ 32 | $ 43 |
Compensation Expense Recognized | 94 | 208 |
Board and Committee Members [Member] | Dimitri Villard [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 75 | $ 75 |
Shares Issued | 5,600 | 5,600 |
Value of Shares Issued | $ 8 | $ 12 |
Compensation Expense Recognized | 30 | 68 |
Board and Committee Members [Member] | Jeff Grout [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 75 | $ 75 |
Shares Issued | 5,600 | 5,600 |
Value of Shares Issued | $ 8 | $ 12 |
Compensation Expense Recognized | 30 | 70 |
Board and Committee Members [Member] | Nick Florio [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 75 | $ 75 |
Shares Issued | 5,600 | 5,600 |
Value of Shares Issued | $ 8 | $ 12 |
Compensation Expense Recognized | $ 30 | 69 |
Board and Committee Members [Member] | Alicia Barker [Member] | ||
Related Party Transaction [Line Items] | ||
Cash Compensation | $ 19 | |
Shares Issued | 5,600 | 4,200 |
Value of Shares Issued | $ 8 | $ 7 |
Compensation Expense Recognized | $ 4 | $ 1 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Textual) | 12 Months Ended |
Dec. 28, 2019Board_MemberDirector | |
Related Party Transactions [Abstract] | |
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 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Cash paid for: | ||
Interest | $ 7,225 | $ 6,657 |
Income taxes | 324 | 268 |
Non Cash Investing and Financing Activities: | ||
Deferred purchase price of UK factoring facility | 13,970 | 10,448 |
Shares issued for purchase consideration | 0 | 21 |
ASU 2016-02 Leases [Member] | ||
Non Cash Investing and Financing Activities: | ||
Increase in lease liabilities from obtaining right-of-use assets – ASC 842 adoption | 5,965 | 0 |
HSBC Invoice Finance (UK) Ltd Factoring Facility [Member] | ||
Non Cash Investing and Financing Activities: | ||
Deferred purchase price of UK factoring facility | 13,856 | 12,586 |
Jackson Investment Group Term Loan [Member] | ||
Non Cash Investing and Financing Activities: | ||
Shares issued | 75 | 899 |
Warrants adjustments in connection with Jackson term loan | $ 0 | $ 682 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Income Loss From Continuing Operations Before Income Taxes Minority Interest And Income Loss From Equity Method Investments [Abstract] | ||
Domestic | $ (4,795) | $ (4,840) |
Foreign | (434) | (1,639) |
Loss Before Benefit (Provision) For Income Tax | $ (5,229) | $ (6,479) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Current: | ||
State | $ 119 | $ 60 |
Foreign | 21 | 39 |
Total current tax expense | 140 | 99 |
Deferred: | ||
Federal | 49 | 35 |
State | 186 | 11 |
Foreign | (710) | (123) |
Total deferred tax expense | (475) | (77) |
Total tax (benefit) expense | $ (335) | $ 22 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Income Taxes [Line Items] | ||
Income benefit provision at Federal Statutory Rate | $ (1,004) | |
International tax rate differentials | (13) | |
Other True-Ups | (325) | |
State Taxes | (1,741) | |
Change in valuation allowance | 2,399 | |
Total tax (benefit) expense | $ (335) | $ 22 |
Income benefit provision at Federal Statutory Rate | 21.00% | |
International tax rate differentials | 0.28% | |
Other True-Ups | 6.81% | |
State Taxes | 36.41% | |
Change in valuation allowance | (50.18%) | |
Tax provision | 7.04% | |
US [Member] | ||
Income Taxes [Line Items] | ||
Permanent differences | $ 349 | |
Permanent differences | (7.29%) |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Income Taxes [Line Items] | |||
Percentage of adjusted taxable income of annual deduction of interest expense, limitation | 30.00% | ||
Disallowed interest, limitation | $ 6,756,000 | ||
Capital loss carryforward | $ 7,531,000 | $ 9,554,000 | |
Capital loss carryforward expiration beginning year | 2023 | 2023 | |
Deferred tax assets, tax credit carryforward, general business | $ 248,000 | $ 248,000 | |
Increase in valuation allowance | 2,410,000 | ||
Unrecognized tax benefits | 674,000 | 670,000 | $ 1,136,000 |
Income tax examination, penalties and interest accrued | $ 0 | 0 | |
Income tax examination, description | The Company has no tax years under examination at this time | ||
UNITED KINGDOM [Member] | |||
Income Taxes [Line Items] | |||
Deferred Tax Assets Valuation Allowance due to Reversal of Future Taxable and Deductible Temporary Differences | $ 393,000 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating losses ("NOLs") | 14,371,000 | $ 15,264,000 | |
Decrease in net operating losses | $ 7,220,000 | ||
Net operating losses expiration beginning year | 2029 | 2029 | |
State [Member] | |||
Income Taxes [Line Items] | |||
Net operating losses ("NOLs") | $ 47,581,000 | $ 31,922,000 | |
Net operating losses expiration beginning year | 2030 | 2030 | |
Foreign [Member] | |||
Income Taxes [Line Items] | |||
Net operating losses ("NOLs") | $ 1,514,000 | $ 2,958,000 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Deferred tax assets | ||
Net operating loss carryforward | $ 5,858 | $ 5,393 |
Tax credit, deduction and capital loss carryforward | 2,327 | 2,504 |
Share-based compensation | 847 | 687 |
Debt issuance costs | 333 | 660 |
Accrued expenses and other liabilities | 454 | 615 |
Interest limitation and carryforward | 3,639 | 1,155 |
Operating lease liabilities | 731 | |
Total deferred tax assets | 14,189 | 11,014 |
Less: valuation allowance | (11,948) | (9,619) |
Deferred tax assets, net of valuation allowance | 2,241 | 1,395 |
Deferred tax liabilities: | ||
Deprecation | 1,557 | 1,461 |
Basis differences in acquired intangibles | 1,433 | 1,852 |
Total deferred tax liabilities | 3,721 | 3,313 |
Operating lease - Right-of-use assets | 731 | |
Deferred tax liability | $ (1,480) | $ (1,918) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 670 | $ 1,136 |
Additions for tax positions of prior years | 4 | |
Reductions for tax positions of prior years | 466 | |
Loss before provision for income taxes | $ 674 | $ 670 |