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EX-32.2 - EX-32.2 - Staffing 360 Solutions, Inc.staf-ex322_9.htm
EX-32.1 - EX-32.1 - Staffing 360 Solutions, Inc.staf-ex321_6.htm
EX-31.2 - EX-31.2 - Staffing 360 Solutions, Inc.staf-ex312_7.htm
EX-31.1 - EX-31.1 - Staffing 360 Solutions, Inc.staf-ex311_8.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2016

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 001-37575

 

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

NEVADA

 

68-0680859

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

641 Lexington Avenue

Suite 1526

New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 634-6411

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

 

Accelerated Filer

 

 

 

 

 

Non-Accelerated Filer

  (Do not check if a smaller reporting company)

Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of October 13, 2016, there were 9,896,845 outstanding common stock shares, par value $0.00001 per share, of the issuer.

 

 

 

 

 


 

Form 10-Q Quarterly Report

INDEX

 

 

 

PART I
FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1

 

Financial Statements

 

3

 

 

Condensed Consolidated Balance Sheets as of August 31, 2016 (unaudited) and May 31, 2016

 

3

 

 

Condensed Consolidated Statements of Operations for the Three Months ended August 31, 2016 and 2015 (unaudited)

 

4

 

 

Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended August 31, 2016 and 2015 (unaudited)

 

5

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2016 and 2015 (unaudited)

 

6

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

Item 2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

24

Item 4

 

Controls and Procedures

 

24

 

 

 

 

 

 

 

PART II
OTHER INFORMATION

 

 

Item 1

 

Legal Proceedings

 

25

Item 1A

 

Risk Factors

 

26

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

26

Item 3

 

Defaults Upon Senior Securities

 

26

Item 4

 

Mine Safety Disclosures

 

26

Item 5

 

Other Information

 

26

Item 6

 

Exhibits

 

27

 

 

 

 

 

Signatures

 

 

 

28

 

 

2


 

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share, par values and stated values)

 

 

 

August 31,

 

 

May 31,

 

 

 

2016

 

 

2016

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,110

 

 

$

1,969

 

Accounts receivable, net

 

 

23,203

 

 

 

20,378

 

Prepaid expenses and other current assets

 

 

923

 

 

 

1,012

 

Total Current Assets

 

 

26,236

 

 

 

23,359

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

961

 

 

 

880

 

Intangible assets, net

 

 

10,059

 

 

 

10,741

 

Goodwill

 

 

15,333

 

 

 

14,833

 

Other assets

 

 

4,402

 

 

 

3,946

 

Total Assets

 

$

56,991

 

 

$

53,759

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

18,648

 

 

$

17,595

 

Current portion of debt, net

 

 

5,830

 

 

 

6,097

 

Accounts receivable financing

 

 

16,471

 

 

 

14,729

 

Other current liabilities

 

 

1,312

 

 

 

1,497

 

Total Current Liabilities

 

 

42,261

 

 

 

39,918

 

 

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

3,860

 

 

 

4,429

 

Other long-term liabilities

 

 

1,870

 

 

 

1,900

 

Total Liabilities

 

 

47,991

 

 

 

46,247

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

Series D Preferred Stock, 5,000 designated, $10,000 stated value, 118 and 0 shares

   issued and outstanding, respectively

 

 

774

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Staffing 360 Solutions, Inc. Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value, 20,000,000 shares authorized;

 

 

 

 

 

 

 

 

Series A Preferred Stock, 1,663,008 designated, $10.00 stated value, 1,663,008

   shares issued and outstanding

 

 

 

 

 

 

Series B Preferred Stock, 200,000 designated, $10.00 stated value, 0 and 133,000 shares

   issued and outstanding, respectively

 

 

 

 

 

 

Series C Preferred Stock, 500,000 designated, $1.00 stated value, 0 and 175,439 shares

   issued and outstanding, respectively

 

 

 

 

 

 

Common stock, $0.00001 par value, 20,000,000 shares authorized;  7,906,833 and 6,306,744

   shares issued and outstanding, respectively

 

 

 

 

 

 

Additional paid in capital

 

 

53,127

 

 

 

51,474

 

Accumulated other comprehensive income

 

 

564

 

 

 

159

 

Accumulated deficit

 

 

(45,465

)

 

 

(44,121

)

Total Equity

 

 

8,226

 

 

 

7,512

 

Total Liabilities and Equity

 

$

56,991

 

 

$

53,759

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

3


 

STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except share and per share values)

(UNAUDITED)

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

Revenue

 

$

47,750

 

 

$

35,884

 

 

 

 

 

 

 

 

 

 

Cost of Revenue, Excluding Depreciation and Amortization Stated Below

 

 

39,261

 

 

 

29,563

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

8,489

 

 

 

6,321

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative expenses, excluding

   depreciation and amortization stated below

 

 

7,685

 

 

 

6,158

 

Depreciation and amortization

 

 

758

 

 

 

737

 

Total Operating Expenses

 

 

8,443

 

 

 

6,895

 

 

 

 

 

 

 

 

 

 

Income (Loss) From Operations

 

 

46

 

 

 

(574

)

 

 

 

 

 

 

 

 

 

Other (Expenses)/Income:

 

 

 

 

 

 

 

 

Interest expense

 

 

(643

)

 

 

(526

)

Amortization of beneficial conversion feature

 

 

(185

)

 

 

(173

)

Amortization of debt discount and deferred financing costs

 

 

(409

)

 

 

(414

)

Other (expense) income

 

 

(34

)

 

 

30

 

Total Other Expenses

 

 

(1,271

)

 

 

(1,083

)

 

 

 

 

 

 

 

 

 

Loss Before Provision For Income Tax

 

 

(1,225

)

 

 

(1,657

)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

(69

)

 

 

(35

)

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(1,294

)

 

 

(1,692

)

 

 

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

 

 

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

Net Loss Before Preferred Share Dividends

 

 

(1,294

)

 

 

(1,677

)

 

 

 

 

 

 

 

 

 

Dividends - Series A preferred stock

 

 

(50

)

 

 

(50

)

 

 

 

 

 

 

 

 

 

Net Loss Attributable to Common Stock

 

$

(1,344

)

 

$

(1,727

)

 

 

 

 

 

 

 

 

 

Basic and Diluted Net Loss per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(0.18

)

 

$

(0.38

)

Net Loss Attributable to Common Stock

 

$

(0.19

)

 

$

(0.38

)

Weighted Average Shares Outstanding – Basic and Diluted

 

 

7,080,041

 

 

 

4,492,974

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

4


 

STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands)

(UNAUDITED)

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

Net Loss

 

$

(1,294

)

 

$

(1,692

)

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

Foreign exchange translation

 

 

405

 

 

 

(4

)

Comprehensive Loss

 

 

(889

)

 

 

(1,696

)

Comprehensive loss attributable to non-controlling interest

 

 

 

 

 

(15

)

Comprehensive Loss attributable to common stock

 

$

(889

)

 

$

(1,681

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

5


 

STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)

(UNAUDITED)

 

 

 

Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

 

$

(1,294

)

 

$

(1,692

)

Adjustments to reconcile net loss to net cash (used in) provided by operating

   activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

76

 

 

 

51

 

Amortization of intangible assets

 

 

682

 

 

 

686

 

Amortization of debt discount and beneficial conversion feature

 

 

594

 

 

 

587

 

Stock based compensation

 

 

166

 

 

 

225

 

Gain on settlement of debt

 

 

 

 

 

(35

)

Other, net

 

 

(45

)

 

 

(45

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,825

)

 

 

55

 

Prepaid expenses and other current assets

 

 

89

 

 

 

337

 

Other assets

 

 

(456

)

 

 

(224

)

Accounts payable and accrued expenses

 

 

654

 

 

 

570

 

Accounts payable - Related parties

 

 

 

 

 

50

 

Other current liabilities

 

 

(170

)

 

 

(12

)

Other long-term liabilities

 

 

(6

)

 

 

22

 

Other, net

 

 

325

 

 

 

 

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

 

 

(2,210

)

 

 

575

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

 

 

 

(2,498

)

Acquisition - payments due to seller

 

 

(100

)

 

 

(9

)

Payments due for earn-outs

 

 

(39

)

 

 

(53

)

Purchase of property and equipment

 

 

(157

)

 

 

(65

)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(296

)

 

 

(2,625

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Third-party financing costs

 

 

 

 

 

(464

)

Proceeds from convertible notes payable

 

 

 

 

 

3,805

 

Repayment of convertible notes payable

 

 

 

 

 

(275

)

Proceeds from promissory notes payable

 

 

287

 

 

 

350

 

Repayment of promissory notes

 

 

(1,635

)

 

 

(450

)

Proceeds from accounts receivable financing

 

 

2,604

 

 

 

(118

)

Proceeds from overadvance of accounts receivable financing

 

 

(863

)

 

 

 

Proceeds from sale of equity

 

 

2,495

 

 

 

 

Financing cost associated with private placements

 

 

(239

)

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

2,649

 

 

 

2,848

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

 

143

 

 

 

798

 

 

 

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

 

(2

)

 

 

(2

)

 

 

 

 

 

 

 

 

 

Cash - Beginning of period

 

 

1,969

 

 

 

19

 

 

 

 

 

 

 

 

 

 

Cash - End of period

 

$

2,110

 

 

$

815

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

6


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation (“Golden Fork”), which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF”, on March 16, 2012.

The Company effected a one-for-ten reverse stock split on September 17, 2015. Following the reverse split, the Company’s issued and outstanding shares of Common Stock decreased from 45,732,674 to 4,573,360. All share and per share information in these condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year.  As of August 31, 2016, the Company had a working capital deficiency of $16,025, an accumulated deficit of $45,465, for the quarter ended August 31, 2016 a net loss of $1,294, and, as of the date these unaudited condensed consolidated financial statements are issued, the Company has approximately $9.3 million associated with long term debt and other amortizing obligations, due in the next 12 months. The Company’s projected cash flows from operations for the same period are not sufficient to address these obligations in the normal course. As a result, the Company will need to seek additional funding through capital raises to meet some of these short term obligations.

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, increased gross profit from organic revenue growth and managing and reducing operating and overhead costs. In addition, the Company has the ability to raise additional capital through private investments. As of August 29, 2016, as disclosed in the Company’s Form 10-K for the fiscal year ended May 31, 2016, the Company had received a memorandum of understanding and was in discussions with one investor for capital that would be at least sufficient to meet all of the obligations discussed above. Subsequent to that date, that investor informed the Company that its intention was not to pursue the investment opportunity. As such, management continues to have discussions with other potential investors.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon the management’s ability to successfully secure additional sources of financing and increased profitable operations.  Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. However, based upon an evaluation of the Company’s continued growth trajectory, past success in raising capital and meetings its obligations as well as its plans for raising capital discussed above, management believes that the Company is a going concern.

 

 

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.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. As described below, the Company consolidates PeopleSERVE PRS, Inc. (“PRS”), an entity of which it previously owned 49%, since the Company was deemed to be the primary beneficiary of this entity. All inter-company transactions have been eliminated. On April 29, 2016, the Company acquired the remaining 51% for $101. All inter-company transactions have been eliminated.

Interim Financial Statements

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP.

7


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended May 31, 2016 and 2015, respectively, which are included in the Company’s May 31, 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on August 29, 2016. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three months ended August 31, 2016 are not necessarily indicative of results for the entire year ending May 31, 2017.

Reclassifications

Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no impact on reported results of operations. In accordance with ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs”, debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of adopting this guidance.

 

In April 2016, the FASB issued ASU 2016 – 10 “Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance.

In March 2016, the FASB issued authoritative guidance regarding the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is to be applied for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The guidance requires companies to apply the requirements retrospectively, modified retrospectively, or prospectively depending on the amendment(s) applied. The Company is currently evaluating the impact of adopting this guidance.

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842).  This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less.  All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The Company is currently evaluating the impact of adopting this guidance.

8


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

In January 2016, the FASB issued ASU 2016-01, which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts With Customers (Topic 606)”. The amendments in this ASU defer the effective date of ASU 2014-09 “Revenue From Contracts With Customers (Topic 606)”. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is still evaluating the impact of adopting this guidance.

 

 

NOTE 3 – LOSS PER COMMON SHARE

The Company utilizes the guidance per ASC 260, “Earnings per Share”.  Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method).  Such securities, shown below, presented on a common share equivalent basis and outstanding as of August 31, 2016 and 2015 have been excluded from the per share computations, since its inclusion would be anti-dilutive:

 

 

 

August 31,

 

 

 

2016

 

 

2015

 

Convertible bonds - Series A

 

 

 

 

 

19,906

 

Convertible bonds - Series B

 

 

5,777

 

 

 

83,460

 

Convertible promissory notes

 

 

2,095,451

 

 

 

1,142,157

 

Convertible preferred shares

 

 

688,191

 

 

 

216,191

 

Warrants

 

 

83,764

 

 

 

1,637,903

 

Options

 

 

320,500

 

 

 

349,500

 

Total

 

 

3,193,683

 

 

 

3,449,117

 

 

 

9


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

NOTE 4 DEBT

 

 

 

August 31,

 

 

May 31,

 

 

 

2016

 

 

2016

 

Bonds:

 

 

 

 

 

 

 

 

Bonds - Series B

 

$

55

 

 

$

55

 

 

 

 

 

 

 

 

 

 

Convertible Notes:

 

 

 

 

 

 

 

 

Non-interest bearing convertible note - January 6, 2016

 

 

359

 

 

 

359

 

8% Convertible Note - July 8, 2015

 

 

2,940

 

 

 

3,920

 

8% Convertible Note - February 8, 2016

 

 

728

 

 

 

728

 

Lighthouse- Seller Note #1

 

 

1,999

 

 

 

2,124

 

Lighthouse - Seller Note #2

 

 

312

 

 

 

390

 

 

 

 

 

 

 

 

 

 

Promissory Notes:

 

 

 

 

 

 

 

 

Sterling National Bank

 

 

229

 

 

 

272

 

Staffing (UK) - Seller Note

 

 

129

 

 

 

144

 

PeopleServe - Seller Note

 

 

592

 

 

 

789

 

Midcap Financial Trust - Term Loan

 

 

2,300

 

 

 

2,375

 

Midcap Financial Trust - Additional Term Loan

 

 

1,300

 

 

 

1,300

 

ABN AMRO - Term Loan

 

 

902

 

 

 

821

 

 

 

 

 

 

 

 

 

 

Less Debt Discount and Deferred Financing Costs

 

 

(2,155

)

 

 

(2,751

)

 

 

 

 

 

 

 

 

 

Total Debt

 

 

9,690

 

 

 

10,526

 

 

 

 

 

 

 

 

 

 

Less: Current Portion, Net

 

 

(5,830

)

 

 

(6,097

)

 

 

 

 

 

 

 

 

 

Total Long-Term Debt, Net

 

$

3,860

 

 

$

4,429

 

 

Non-interest bearing convertible note – January 6, 2016: On July 8, 2016, the Company paid $59 in the form of an extension fee and extended the term for an additional six months.

8% Convertible Note – July 8, 2015: During the three months ended August 31, 2016 and 2015, the Company paid $980 and $0 in principal, respectively. On September 30, 2016, the Company agreed to convert $980 into 890,910 shares of Common Stock.

Lighthouse Promissory Notes: During the three months ended August 31, 2016 and 2015, the Company paid $203 and $0 in principal, respectively.

Sterling National Bank Promissory Note: During the three months ended August 31, 2016 and 2015, the Company paid $43 and $0 in principal, respectively.

Staffing (UK) – Sellers Note: During the three months ended August 31, 2016 and 2015, the Company paid $14 and $14 in principal, respectively.

PeopleSERVE – Sellers Note: During the three months ended August 31, 2016 and 2015, the Company paid $197 and $197 in principal, respectively.

ABN AMRO Term Loan: During the three months ended August 31, 2016 and 2015, the Company paid $123 and $0 in principal, respectively. In June 2016, the Company borrowed £213. All terms of the original loan remain unchanged.

Midcap Financial Trust – Term Loan: During the three months ended August 31, 2016 and 2015, the Company paid $75 and $188 in principal towards the Midcap Financial Trust Term Loan, respectively.

10


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

Non-interest bearing convertible note – September 16, 2016:  On September 16, 2016, the Company issued a non-interest bearing convertible note totaling $477.

Bonds – Series B: On September 30, 2016, the Company amended two Series B bonds totaling $50. The holders received a total of 1,250 common stock shares. In addition, the bonds were extended for six months and will mature on March 31, 2017.

 

 

NOTE 5 – EQUITY

The issuance of 1,600,089 common stock shares during the three months ended August 31, 2016 is summarized below:

 

 

 

Number of

 

 

 

 

 

 

Fair Value at

 

 

 

Common Stock

 

 

Fair Value at

 

 

Issuance

 

Shares issued to/for:

 

Shares

 

 

Issuance

 

 

(per share)

 

Consultants

 

 

15,330

 

 

$

30

 

 

$

1.96

 

-

$

1.96

 

Board and committee members

 

 

4,250

 

 

 

8

 

 

 

1.99

 

-

 

1.99

 

Private placements

 

 

210,645

 

 

 

495

 

 

 

2.35

 

-

 

2.35

 

Conversion of Series B preferred stock

 

 

133,000

 

 

 

181

 

 

 

1.36

 

-

 

1.36

 

Conversion of Series C preferred stock

 

 

175,439

 

 

 

332

 

 

 

1.89

 

-

 

1.89

 

Conversion of Series D preferred stock

 

 

1,061,425

 

 

 

1,721

 

 

 

1.31

 

-

 

1.74

 

 

 

 

1,600,089

 

 

$

2,767

 

 

 

 

 

 

 

 

 

 

As of August 31, 2016 and May 31, 2016, the Company has issued and outstanding 7,906,833 and 6,306,744 common stock shares, respectively.

 

On September 27, 2016, the Board of Directors recommended that 790,000 shares of Common Stock, to be issued to management, directors and employees be submitted to shareholders for approval at the next shareholder meeting. The shares were issued erroneously. The Company is currently processing their retraction however the share count, as of the date of the filing of this Quarterly Report, includes such shares.

 

On September 30, 2016, the Company agreed to convert $980 into 890,910 shares of Common Stock.

Convertible Preferred Shares

Series B Preferred Stock. 

On July 8, 2016, holders of Series B Preferred Stock elected to convert all 133,000 shares to 133,000 shares of Common Stock.

As of August 31, 2016 and May 31, 2016, we had issued and outstanding 0 and 133,000 shares of Series B Preferred Stock, respectively.

Series C Preferred Stock.

On June 16, 2016, the Company filed an Amendment to the Certificate of Designation for the Series C Preferred Stock, par value $0.00001 per share. The Amendment increased the number of Series C Preferred Stock from 500,000 to 2,000,000 shares authorized.

On June 24, 2016, holders of Series C Preferred Stock elected to convert all 175,439 shares to Common Stock.

As of August 31, 2016 and May 31, 2016, we had issued and outstanding 0 and 175,439 shares of Series C Preferred Stock, respectively.

Series D Preferred Stock. On June 27, 2016, the Company filed a Certificate of Designation of Series D Preferred Stock with the Nevada Secretary of State, whereby the Company designated 5,000 shares as Series D Preferred, par value $0.00001 per share (the “Series D Preferred Stock”). The Series D Preferred Stock shall have a face value of $10,000 (whole dollars) per share (the “Face Value”), original issue discount of 5% (“OID”) and conversion price of $2.50 per share. The Certificate of Designation sets forth the

11


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

voting powers, designations, preferences, privileges, limitations, restrictions and relative rights applicable to the Series D Preferred Stock. Except as otherwise required by law, the Series D Preferred Stock shall have no voting rights, except: (a) during a period where a dividend (or part of a dividend) is in arrears; (b) on a proposal to reduce the Company's share capital; (c) on a resolution to approve the terms of a buy-back agreement; (d) on a proposal to wind up the Company; (e) on a proposal for the disposal of all or substantially all the Company's property, business and undertaking; and (f) during the winding-up of the entity.

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the Company, pari passu with any distribution or payment made to the holders of Preferred Stock and Common Stock by reason of their ownership thereof, the holders of Series D Preferred Stock (each a “Holder”) will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series D Preferred Stock equal to $10,000 (whole dollars), plus an amount equal to any accrued but unpaid In-Kind Accrual thereon.

Commencing on the date of the issuance of any such shares of Series D Preferred Stock, each outstanding share of Series D Preferred Stock will accrue a cumulative in-kind payment accrual (“In-Kind Accrual”), at a rate equal to 6.50% per annum, subject to adjustment as provided in this Certificate of Designations, of the Face Value.  In-Kind Accrual will be payable with respect to any shares of Series D Preferred Stock upon any of the following: (a) upon redemption of such shares in accordance with the Certificate of Designation; (b) upon conversion of such shares in accordance with the Certificate of Designation; and (c) when, as and if otherwise declared by the board of directors of the Company.  The In-Kind Accrual is not a dividend that accrues and payable but rather used only the calculation in the case of a redemption or conversion.

Each share of Series D Preferred Stock shall be convertible at the option of the Company and Holder thereof, in accordance with the Certificate of Designation, into that number of shares of Common Stock (subject to the limitations set forth in the Certificate of Designation) determined by dividing the Face Value of such share of Series D Preferred Stock by the conversion price for the Series D Preferred Stock, which shall equal $2.50, subject to adjustment in accordance with the Certificate of Designation. Holders may effect conversions by providing the Company with a conversion notice in accordance with form and procedures set forth in the Certificate of Designation.  The shares of common stock underlying the Series D Preferred Stock offered by this prospectus supplement will be fully paid and non-assessable.

The Company may not issue shares of Common Stock to any Holder which, when aggregated with all other shares of Common Stock then deemed beneficially owned by such Holder, would result in such Holder owning more than 4.99% of all Common Stock outstanding immediately after giving effect to such issuance; provided, however, that such Holder may increase such amount to 9.99% upon not less than 61 days’ prior notice to the Company.

On June 24, 2016, the Company entered into a Securities Purchase Agreement with certain purchasers pursuant to which the Company sold to the purchasers 211 shares of the Company’s Series D Preferred Stock at a face value of $10,000 (whole dollars) per share of Series D Preferred, and Original Issue Discount of 5% and a conversion price into common stock of $2.50 per share, for aggregate proceeds of approximately $2,000 before placement fees and estimated offering expenses. The offering of the Series D Preferred Stock was made under the Company’s Shelf Registration.   

During the three months ended August 31, 2016, holders of this series converted 93 shares of Series D Preferred Stock to 1,061,425 shares of Common Stock.

 

 

 

Shares

 

 

Balance

 

Face Value

 

 

211

 

 

$

2,110

 

Original Issue Discount

 

 

 

 

 

 

(110

)

Beneficial Conversion Feature

 

 

 

 

 

 

(615

)

Beginning Balance, Net

 

 

 

 

 

 

1,385

 

Conversions

 

 

(93

)

 

 

(611

)

Ending Balance, Net

 

 

118

 

 

 

774

 

 

Due to the contingent nature of the cash redemption feature of the Series D Preferred Stock, the Company has classified the shares as temporary equity on the condensed consolidated balance sheet. In addition, at the commitment date these were issued, the Company

12


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

determined that a beneficial conversion feature (“BCF”) existed in the amount of $615, which was recorded within Additional Paid-In Capital on the condensed consolidated balance sheet.

On September 22, 2016, the Company and Discover Growth Fund have agreed that a Trigger Event, as defined in the Stock Purchase Agreement between Staffing 360 Solutions, Inc. and Discover Growth Fund dated June 24, 2016, filed as an exhibit to our Current Report on Form 8-K on June 27, 2016 (the “Series D Purchase Agreement”), has occurred as of September 22, 2016.  A Trigger Event gives the holders of the Series D Preferred Stock certain additional rights and removes certain restrictions in respect of the Series D Preferred Stock, as set forth in the Series D Purchase Agreement. Discover Growth Fund has agreed not to submit any additional conversion notices until we obtain stockholder approval for the transaction, so long as such approval is obtained by January 2017.  We intend to seek stockholder approval for the transaction in our proxy statement. 

 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Earn-out Liabilities and Stock Value Guarantees

Pursuant to the acquisition of Control Solutions International, Inc. (CSI), the purchase price includes monthly cash payments to the former owners and shareholders of CSI for performance-based compensation equal to 20% of CSI’s consolidated gross profit from the date of closing through the end of the sixteenth quarter following the date of closing not to exceed a total of $2,100. During the three months ended August 31, 2016 and the fiscal year ended May 31, 2016, the Company paid $39 and $160, respectively, towards the earn-out liability. At August 31, 2016 the remaining balance was $1,359 of which $159 is recorded in other current liabilities and $1,200 is recorded in other long-term liabilities.

Pursuant to the acquisition of Lighthouse Placement Services, Inc. (Lighthouse), the sellers received 62,460 shares of Common Stock. In the event that the VWAP price for the 90 days prior to the anniversary of the acquisition date, is less than $10.00 per share, then the Company shall pay to the sellers an amount equal to $10.00 per share less the VWAP price multiplied by each share. On the anniversary of the acquisition date, the Company calculated the amount as $500. As of August 31, 2016, the Company paid $100 and the remaining $400 was included in accounts payable and accrued expenses. In September 2016 the remaining $400 was paid.

Legal Proceedings 

NewCSI, Inc. vs. Staffing 360 Solutions, Inc.

On May 22, 2014, NewCSI, the former owners of Control Solutions International, filed a complaint in the United States District Court for the Western District of Texas, Austin Division, against the Company arising from the terms of the CSI Stock Purchase Agreement dated August 14, 2013.  NewCSI claims that the Company breached a provision of the CSI Stock Purchase Agreement (“SPA § 2.7”) that required the Company to calculate and pay to NewCSI 50% of certain “Deferred Tax Assets” within 90 days after December 31, 2013.  The Complaint sought payment of the amount allegedly owed under SPA § 2.7 and acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $1,400, less amounts paid to date, and attorneys’ fees.  The Company responded denying the material allegations and interposing numerous affirmative defenses. On October 8, 2014, NewCSI filed a Motion of Summary Judgment (the “Motion”). On March 30, 2015, a Magistrate Judge of the District Court issued a Report and Recommendation that the District Court deny the Motion.  The Recommendation became a final decision on April 13, 2015.

On December 31, 2014, NewCSI filed an amended complaint to which NewCSI added an additional count asserting an “Adjustment Event” had occurred requiring an acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $2,100, less amounts paid to date ($1,671 at December 31, 2014), should Staffing 360 or CSI “be unable, or admit in writing its inability, to pay its debts as they mature.”  The Company responded denying the material allegations and interposing numerous affirmative defenses, including that the earn-out liability was fully expensed at the time of the acquisition and fully accrued for on the Company’s balance sheet as part of the purchase accounting at the time of the acquisition.  The final pretrial conference in this matter was held April 22, 2015.  A jury was selected on May 14, 2015, and the trial was held May 18-20, 2015.  On May 20, 2015, the jury rendered a verdict, finding that Staffing 360 had not complied with SPA § 2.7 and owed $154, but that NewCSI had not proven that Staffing 360 or CSI had become unable to pay debts as they came due.  The Court had held that it was not a question for the jury to decide if damages for breach of SPA § 2.7 should include accelerated earn-out payments.

On June 3, 2015, NewCSI filed a Motion for Entry of Judgment as Matter of Law seeking entry of a judgment in the amount of $154, plus accelerated earn-out payments in the amount of $1,152, plus statutory interest.  NewCSI did not challenge the jury verdict on the

13


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

ability to pay issue.  Also on June 3, 2015, Staffing 360 filed a Motion for Entry of Judgment as a Matter of Law seeking entry of judgment against NewCSI on the jury’s finding that Staffing 360 had not complied with SPA § 2.7, or, in the alternative, for a reduction of damages to $54 and to hold that NewCSI may not be awarded accelerated earn-out payments as that would result in an illegal penalty.

On October 21, 2015, judgment was entered in this action in favor of NewCSI and against the Company in the amount of $1,307, plus pre-judgment interest, post-judgment interest, and costs.

On January 26, 2016, the District Court set the bond in respect of the NewCSI litigation at $1,384. The Company has filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit seeking reversal of the judgment and posted a supersedeas bond to stay the execution of the judgment pending appeal.  On April 18, 2016, the Court granted the NewCSI shareholders’ request for payment of attorneys’ fees, but reserved judgment on the amount of fees to award pending the outcome of the Company’s appeal.  As of January 2016, the NewCSI shareholders have claimed they have incurred $552 in attorney’s fees, which could increase during the pendency of the appeal.  On September 16, 2016, the Company was notified that oral argument for the appeal is scheduled for November 3, 2016.

We believe that the Company acted in a manner consistent with our contractual rights, and we intend to aggressively defend the Company against NewCSI. Nevertheless, there can be no assurance that the outcome of this litigation, which is now pending before the Fifth Circuit, will be favorable to the Company.

Staffing 360 Solutions, Inc. v. Former Officers of Staffing 360 Solutions, Inc.

On November 13, 2015, in a separate proceeding, Staffing 360 initiated an arbitration before JAMS against three officers of Staffing 360, each a former Staffing 360 officer and employee.  In its demand for arbitration and statement of claim, Staffing 360 alleged that these individuals breached their employment agreements with Staffing 360 and the fiduciary duties each owed to the Company.  The three respondents responded with a counterclaim alleging wrongful termination and have moved to dismiss the arbitration, as well as moved for severance in relation to the remainder of their contracts. On July 20, 2016, the arbitrator decided in favor of both of the respondents’ motions.  Further on September 21, 2016 the arbitrator rendered the final award, which was set at $1,433. The Company is awaiting the respondents’ motion to confirm the award.  In addition, the Company has calculated interest and made a payment towards legal fees included in the final award amount. As of August 31, 2016 the balance is $1,539. This amount has already been fully accrued for and expensed on the Company’s balance sheet.

 

 

NOTE 7 – SEGMENTS

The Company’s operating segments, which are consistent with its reportable segments, are organized by geography in accordance with its internal management and reporting structure.

14


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

For the three months ended August 31, 2016 and 2015, the Company generated revenue and gross profit by segment as follows:

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

United States

 

$

38,533

 

 

$

33,759

 

United Kingdom

 

 

9,192

 

 

 

2,099

 

Canada

 

 

25

 

 

 

26

 

Total Revenue

 

$

47,750

 

 

$

35,884

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

United States

 

$

7,149

 

 

$

5,452

 

United Kingdom

 

 

1,343

 

 

 

852

 

Canada

 

 

(3

)

 

 

17

 

Total Gross Profit

 

$

8,489

 

 

$

6,321

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses, excluding

   depreciation and amortization stated below

 

$

(7,685

)

 

$

(6,158

)

Depreciation and amortization

 

 

(758

)

 

 

(737

)

Interest expense

 

 

(643

)

 

 

(526

)

Amortization of beneficial conversion feature

 

 

(185

)

 

 

(173

)

Amortization of debt discount and deferred financing costs

 

 

(409

)

 

 

(414

)

Other (expense) income

 

 

(34

)

 

 

30

 

Loss Before Provision For Income Tax

 

$

(1,225

)

 

$

(1,657

)

 

As of August 31, 2016 and May 31, 2016, the Company has assets in the U.S., the U.K. and Canada as follows:

 

 

 

August 31,

 

 

May 31,

 

 

 

2016

 

 

2016

 

United States

 

$

47,517

 

 

$

43,683

 

United Kingdom

 

 

9,457

 

 

 

10,067

 

Canada

 

 

17

 

 

 

9

 

Total Assets

 

$

56,991

 

 

$

53,759

 

 

 

NOTE 8 – ACQUISITIONS

 

The following unaudited pro forma consolidated results of operations have been prepared, as if the acquisition of Lighthouse and The JM Group had occurred as of June 1, 2015:

 

 

 

 

For the Three Months

Ended August 31,

 

 

 

2015

 

Revenues

 

$

43,550

 

Net loss from continuing operations

 

$

(1,504

)

Net loss per share from continuing operations

 

$

(0.33

)

Weighted average number of common stock shares – Basic

   and diluted

 

 

4,558,370

 

 

 

15


STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share, per share and stated value per share)

(UNAUDITED)

 

NOTE 9 – RELATED PARTY TRANSACTIONS

Consulting Fees – Related Party

Board and Committee Members

During the three months ended August 31, 2016 and 2015, the Company incurred $13 in board of director fees to Dimitri Villard. Mr. Villard received 1,500 common stock shares valued at $3 and 1,500 shares valued at $12, respectively, for his services as a board and committee member. At August 31, 2016, the Company has $0 accrued in accounts payable and accrued expenses – related parties account.

During the three months ended August 31, 2016 and 2015, the Company incurred $13 in board of director fees to Jeff Grout. In addition, during the three months ended August 31, 2016 and 2015, Mr. Grout received 1,500 common stock shares valued at $3 and 1,500 common stock shares valued at $12, respectively, for his service as a board and committee member. At August 31, 2016, the Company has $0 accrued in accounts payable and accrued expenses – related parties account.

During the three months ended August 31, 2016 and 2015, the Company incurred $13 in board of director fees to Nick Florio. Mr. Florio received 1,250 common stock shares valued at $2 and 1,250 common stock shares valued a $10 for his services as a board and committee member. At the request of Mr. Florio, all cash payments, common stock issuances and stock option issuances have been made in the name of Citrin Cooperman & Company, LLP. At August 31, 2016, the Company has accrued $0 in accounts payable and accrued expenses – related parties account.

 

 

NOTE 10 – SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$

500

 

 

$

266

 

Income taxes

 

 

 

 

 

52

 

 

 

 

 

 

 

 

 

 

Non Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Common stock issued in connection with purchase of

   subsidiary

 

$

 

 

$

512

 

Promissory notes issued in connection with acquisitions

 

 

 

 

 

3,123

 

Conversion of promissory notes

 

 

 

 

 

3,255

 

 

 

NOTE 11 – SUBSEQUENT EVENTS

Where applicable, all material subsequent events have been disclosed in their respective footnotes.

 

 

 

16


 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, may, can, will, should, project, predict, plan, potential, goal, target, “is designed to” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”), trading symbol “STAF”, is incorporated in the State of Nevada. As 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, United States (“U.S.”) and United Kingdom (“U.K.”) based staffing companies. Our targeted consolidation model is focused specifically on the accounting and finance, information technology (“IT”), engineering, administration and light industrial disciplines.

Business Model, Operating History and Acquisitions

Our business plan is to expand and grow through multiple acquisitions while continuing to supplement this with organic growth. The Company, excluding discontinued operations, generated revenue of $0.2 million, $41.2 million, $128.8 million and $165.6 million for the fiscal years ended May 2013, 2014, 2015 and 2016, respectively. This growth has been achieved primarily through acquisitions, while existing operations continue to grow organically.

We are a high-growth international staffing company engaged in the acquisition of U.S. and U.K. based staffing companies. As part of our consolidation model, we pursue a broad spectrum of staffing companies supporting primarily the accounting and finance, IT, engineering, administration and light industrial disciplines. Our typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. In furthering our business model, the Company is regularly in discussions and negotiations with various suitable, mature acquisition targets.

The following table sets forth the results of our operations for the three months ended August, 2016 and 2015 indicated as a percentage of revenue:

 

 

 

For the Three Months Ended August 31,

 

 

 

2016

 

 

2015

 

Revenue

 

$

47,750

 

 

 

100

%

 

$

35,884

 

 

 

100

%

Direct cost of revenue

 

 

39,261

 

 

 

82

%

 

 

29,563

 

 

 

82

%

Gross profit

 

 

8,489

 

 

 

18

%

 

 

6,321

 

 

 

18

%

Operating expenses

 

 

8,443

 

 

 

18

%

 

 

6,895

 

 

 

19

%

Income (loss) from operations

 

 

46