Attached files
file | filename |
---|---|
EX-32.2 - EX-32.2 - Staffing 360 Solutions, Inc. | staf-ex322_8.htm |
EX-32.1 - EX-32.1 - Staffing 360 Solutions, Inc. | staf-ex321_7.htm |
EX-31.2 - EX-31.2 - Staffing 360 Solutions, Inc. | staf-ex312_6.htm |
EX-31.1 - EX-31.1 - Staffing 360 Solutions, Inc. | staf-ex311_9.htm |
AmrF
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 March 28, 2020
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)
DELAWARE |
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68-0680859 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
641 Lexington Avenue, Suite 2701
New York, New York 10022
(Address of principal executive offices) (Zip Code)
(646) 507-5710
(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, every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
☐ |
|
Accelerated Filer |
☐ |
Non-Accelerated Filer |
☒ |
|
Smaller Reporting Company |
☒ |
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Emerging Growth Company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 June 26, 2020, there were 9,322,563 outstanding common stock shares, par value $0.00001 per share, of the issuer.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock |
|
STAF |
|
NASDAQ |
As previously reported by Staffing 360 Solutions, Inc. (the “Company”) in its Current Report on Form 8-K as filed with the Securities and Exchange Commission (“SEC”) on May 11, 2020 (in accordance with the SEC’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318) (as modified on March 25, 2020 by Release No. 34-88465, the “Order”), the Company disclosed that it was relying on the relief provided by the Order in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended March 28, 2020 (the “Report”) due to the circumstances related to coronavirus or COVID-19. Because of government regulations enacted to combat the COVID-19 pandemic, the Company’s offices and systems have been subject to closure and testing and, as a result, its staff were at the time and still are working remotely. The disturbance in the Company’s operations prevented the Company from making forward projections and determining the value of certain assets on its balance sheet. Therefore, due to COVID-19’s interference in the Company’s operations, the Company was unable to file the Report prior to the due date.
INDEX
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Item 1 |
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1 |
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Condensed Consolidated Balance Sheets as of March 28, 2020 (unaudited) and December 28, 2019 |
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1 |
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2 |
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3 |
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4 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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7 |
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Item 2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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Item 3 |
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32 |
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Item 4 |
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32 |
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Item 1 |
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33 |
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Item 1A |
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33 |
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Item 2 |
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35 |
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Item 3 |
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35 |
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Item 4 |
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35 |
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Item 5 |
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35 |
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Item 6 |
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36 |
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37 |
STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share, par values and stated values)
|
March 28, |
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December 28, |
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2020 |
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2019 |
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(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash |
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$ |
931 |
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$ |
1,196 |
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Accounts receivable, net |
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27,393 |
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26,604 |
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Prepaid expenses and other current assets |
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1,371 |
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|
842 |
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Total Current Assets |
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29,695 |
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28,642 |
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Property and equipment, net |
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1,442 |
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1,528 |
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Intangible assets, net |
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18,604 |
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19,511 |
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Goodwill |
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27,603 |
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31,049 |
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Right of use asset - leases |
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4,478 |
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4,888 |
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Other assets |
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2,988 |
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3,223 |
|
Total Assets |
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$ |
84,810 |
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$ |
88,841 |
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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$ |
19,050 |
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$ |
16,577 |
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Payable - related party |
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5,718 |
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3,884 |
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Current portion of debt |
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644 |
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676 |
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Current debt - related party |
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37,967 |
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37,780 |
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Accounts receivable financing |
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18,232 |
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19,374 |
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Lease liabilities, current |
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1,702 |
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1,797 |
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Other current liabilities |
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4,054 |
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3,907 |
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Total Current Liabilities |
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87,367 |
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83,995 |
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Term loan |
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181 |
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360 |
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Lease liabilities, non current |
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2,855 |
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3,183 |
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Other long-term liabilities |
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1,499 |
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|
1,670 |
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Total Liabilities |
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91,902 |
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89,208 |
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Commitments and contingencies |
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— |
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— |
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Series E-1 Preferred Stock, 6,500 designated, $0.00001 par value, 891 and 729 shares issued and outstanding as of March 28, 2020 and December 28, 2019, respectively |
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— |
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— |
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Stockholders' Deficit: |
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Staffing 360 Solutions, Inc. Equity: |
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Preferred stock, $0.00001 par value, 20,000,000 shares authorized; |
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Series A Preferred Stock - Related Party, 1,039,380 shares designated, $0.00001 par value, 1,039,380 shares issued and outstanding, as of March 28, 2020 and December 28, 2019, respectively |
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— |
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— |
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Series E Preferred Stock - Related Party, 13,000 designated, $0.00001 par value, 13,000 shares issued and outstanding as of March 28, 2020 and December 28, 2019 |
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13 |
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13 |
|
Common stock, $0.00001 par value, 40,000,000 shares authorized as of March 28, 2020 and December 28, 2019; 9,107,563 and 8,785,748 shares issued and outstanding, as of March 28, 2020 and December 28, 2019, respectively |
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1 |
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1 |
|
Additional paid in capital |
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76,028 |
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76,214 |
|
Accumulated other comprehensive income (loss) |
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400 |
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(58 |
) |
Accumulated deficit |
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(83,534 |
) |
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(76,537 |
) |
Total Stockholders' Deficit |
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(7,092 |
) |
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(367 |
) |
Total Liabilities and Stockholders' Deficit |
|
$ |
84,810 |
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$ |
88,841 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands, except share and per share values)
(UNAUDITED)
|
Q1 2020 YTD |
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Q1 2019 YTD |
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Revenue |
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$ |
58,692 |
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$ |
73,829 |
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Cost of Revenue, excluding depreciation and amortization stated below |
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48,044 |
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61,711 |
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Gross Profit |
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10,648 |
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12,118 |
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Operating Expenses: |
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Selling, general and administrative expenses |
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10,961 |
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10,491 |
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Impairment of goodwill |
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2,969 |
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— |
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Depreciation and amortization |
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785 |
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877 |
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Total Operating Expenses |
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14,715 |
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11,368 |
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(Loss) Income From Operations |
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(4,067 |
) |
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750 |
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Other (Expenses) Income: |
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Interest expense and amortization of debt discount and deferred financing costs |
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(2,417 |
) |
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(2,007 |
) |
Re-measurement (loss) gain on intercompany note |
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(675 |
) |
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351 |
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Gain on settlement of deferred consideration |
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— |
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847 |
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Other (loss) income, net |
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(14 |
) |
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|
286 |
|
Total Other Expenses, net |
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(3,106 |
) |
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(523 |
) |
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(Loss) Income Before Provision for Income Tax |
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(7,173 |
) |
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227 |
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Benefit from income taxes |
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176 |
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2 |
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Net (Loss) Income |
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(6,997 |
) |
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229 |
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Dividends - Series A Preferred Stock - related party |
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31 |
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50 |
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Dividends - Series E Preferred Stock - related party |
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390 |
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390 |
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Dividends - Series E-1 Preferred Stock - related party |
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182 |
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182 |
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Net Loss Attributable to Common Stock Holders |
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$ |
(7,600 |
) |
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$ |
(393 |
) |
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Basic and Diluted Loss per Share: |
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Net Loss Attributable to Common Stock Holders |
|
$ |
(0.90 |
) |
|
$ |
(0.06 |
) |
Weighted Average Shares Outstanding – Basic and Diluted |
|
|
8,473,820 |
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6,914,601 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(All amounts in thousands)
(UNAUDITED)
|
Q1 2020 YTD |
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Q1 2019 YTD |
|
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Net (Loss) Income |
|
$ |
(6,997 |
) |
|
$ |
229 |
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Other Comprehensive Income (Loss) |
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Foreign exchange translation adjustment |
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458 |
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(618 |
) |
Comprehensive Loss Attributable to the Company |
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$ |
(6,539 |
) |
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$ |
(389 |
) |
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 CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(All amounts in thousands)
(UNAUDITED)
Shares |
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Par Value |
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Shares |
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Par Value |
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Shares |
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Par Value |
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Shares |
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Par Value |
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Additional paid in capital |
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Accumulated other comprehensive income (loss) |
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Accumulated Deficit |
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Total Deficit |
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Series E-1 |
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Series A |
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Series E |
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Common Stock |
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Balance December 28, 2019 |
|
729 |
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$ |
— |
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1,663,008 |
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$ |
— |
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13,000 |
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$ |
13 |
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8,785,748 |
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$ |
1 |
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$ |
76,214 |
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$ |
(58 |
) |
|
$ |
(76,537 |
) |
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$ |
(367 |
) |
Shares issued to/for: |
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Employees, directors and consultants |
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— |
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— |
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— |
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— |
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— |
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— |
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5,600 |
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|
— |
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|
173 |
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— |
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— |
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|
173 |
|
Share issuance to Jackson |
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— |
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— |
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— |
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— |
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— |
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— |
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300,000 |
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|
— |
|
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|
244 |
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|
— |
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— |
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|
244 |
|
Conversion of Series A to common shares |
|
— |
|
|
|
— |
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(623,628 |
) |
|
|
— |
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— |
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|
— |
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16,215 |
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— |
|
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— |
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— |
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— |
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— |
|
Dividends - Series A Preferred Stock - Related Party |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
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— |
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— |
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— |
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|
(31 |
) |
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— |
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|
— |
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|
|
(31 |
) |
Dividends - Series E Preferred Stock - Related Party |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
Dividends - Series E-1 Preferred Stock - Related Party |
|
162 |
|
|
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— |
|
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|
— |
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|
— |
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|
|
— |
|
|
|
— |
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|
|
— |
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|
— |
|
|
|
(182 |
) |
|
|
— |
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|
|
— |
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|
|
(182 |
) |
Foreign currency translation gain |
|
— |
|
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|
— |
|
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— |
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— |
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— |
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|
— |
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— |
|
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|
— |
|
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|
— |
|
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|
458 |
|
|
|
— |
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|
458 |
|
Net loss |
|
— |
|
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— |
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|
|
— |
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— |
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— |
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— |
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|
— |
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|
— |
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|
— |
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|
— |
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|
(6,997 |
) |
|
|
(6,997 |
) |
Balance March 28, 2020 |
|
891 |
|
|
$ |
— |
|
|
|
|
1,039,380 |
|
|
$ |
— |
|
|
|
13,000 |
|
|
$ |
13 |
|
|
|
9,107,563 |
|
|
$ |
1 |
|
|
$ |
76,028 |
|
|
$ |
400 |
|
|
$ |
(83,534 |
) |
|
$ |
(7,092 |
) |
|
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|
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 CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(All amounts in thousands)
(UNAUDITED)
Shares |
|
|
Par Value |
|
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Additional paid in capital |
|
|
Accumulated other comprehensive loss |
|
|
Accumulated Deficit |
|
|
Total Equity |
|
|||||||||||||
|
Series E-1 |
|
|
|
Series A |
|
|
Series E |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance December 29, 2018 |
|
81 |
|
|
$ |
— |
|
|
|
|
1,663,008 |
|
|
$ |
— |
|
|
|
13,000 |
|
|
$ |
13 |
|
|
|
5,326,068 |
|
|
$ |
— |
|
|
$ |
73,772 |
|
|
$ |
2,053 |
|
|
$ |
(71,643 |
) |
|
|
4,195 |
|
Shares issued to/for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees, directors and consultants |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,600 |
|
|
|
— |
|
|
|
199 |
|
|
|
— |
|
|
|
— |
|
|
|
199 |
|
Sale of common stock, net |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,902,680 |
|
|
|
— |
|
|
|
3,964 |
|
|
|
— |
|
|
|
— |
|
|
|
3,964 |
|
Dividends - Series A Preferred Stock - Related Party |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(50 |
) |
|
|
— |
|
|
|
— |
|
|
|
(50 |
) |
Dividends - Series E Preferred Stock - Related Party |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
Dividends - Series E-1 Preferred Stock - Related Party |
|
162 |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(182 |
) |
|
|
— |
|
|
|
— |
|
|
|
(182 |
) |
Dividends - Common Stockholders |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
Foreign currency translation gain |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(618 |
) |
|
|
— |
|
|
|
(618 |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
229 |
|
|
|
229 |
|
Balance March 30, 2019 |
|
243 |
|
|
$ |
— |
|
|
|
|
1,663,008 |
|
|
$ |
— |
|
|
|
13,000 |
|
|
$ |
13 |
|
|
|
8,234,348 |
|
|
$ |
— |
|
|
$ |
77,232 |
|
|
$ |
1,435 |
|
|
$ |
(71,414 |
) |
|
$ |
7,266 |
|
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)
|
Q1 2020 YTD |
|
|
Q1 2019 YTD |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net (Loss) Income |
|
$ |
(6,997 |
) |
|
$ |
229 |
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
785 |
|
|
|
877 |
|
Amortization of debt discount and deferred financing costs |
|
|
187 |
|
|
|
157 |
|
Stock based compensation |
|
|
173 |
|
|
|
199 |
|
Impairment of goodwill |
|
|
2,969 |
|
|
|
— |
|
Gain on settlement of deferred consideration |
|
|
— |
|
|
|
(847 |
) |
Re-measurement (loss) gain on intercompany note |
|
|
675 |
|
|
|
(351 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(3,886 |
) |
|
|
(5,186 |
) |
Prepaid expenses and other current assets |
|
|
(551 |
) |
|
|
(212 |
) |
Other assets |
|
|
1,172 |
|
|
|
(79 |
) |
Accounts payable and accrued expenses |
|
|
3,012 |
|
|
|
3,547 |
|
Interest payable - related party |
|
|
1,474 |
|
|
|
— |
|
Other current liabilities |
|
|
149 |
|
|
|
(118 |
) |
Other long-term liabilities and other |
|
|
(835 |
) |
|
|
558 |
|
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES |
|
|
(1,673 |
) |
|
|
(1,226 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(95 |
) |
|
|
(44 |
) |
Collection of UK factoring facility deferred purchase price |
|
|
2,720 |
|
|
|
3,469 |
|
NET CASH PROVIDED BY INVESTING ACTIVITIES |
|
|
2,625 |
|
|
|
3,425 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Repayment of term loan |
|
|
(168 |
) |
|
|
(156 |
) |
Repayments on accounts receivable financing, net |
|
|
(1,050 |
) |
|
|
(5,137 |
) |
Dividends paid to related parties |
|
|
— |
|
|
|
(245 |
) |
Dividends paid on common stock |
|
|
— |
|
|
|
(81 |
) |
Proceeds from sale of common stock |
|
|
— |
|