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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
16, 2023
Date
of Report (Date of earliest event reported)
STAFFING
360 SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37575 |
|
68-0680859 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
757
3rd Avenue
27th
Floor
New
York, NY 10017
(Address
of principal executive offices)
(646)
507-5710
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock |
|
STAF |
|
NASDAQ |
Item
2.02 Results of Operations and Financial Condition.
On
October 16, 2023, Staffing 360 Solutions, Inc. issued a press release announcing its first quarter 2023 financial results for the period
ended April 1, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that
is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Staffing 360 Solutions, Inc. |
|
|
|
|
By: |
/s/
Brendan Flood |
|
Name: |
Brendan
Flood
|
Date:
October 20, 2023 |
Title: |
Chairman
and Chief Executive Officer |
Exhibit
99.1
Staffing
360 Solutions Reports First Quarter 2023 Financial Results
—
Revenue Growth Driven by Gains in U.S. Professional Staffing Business Stream —
—
On Track to Resolve Outstanding First Quarter Form 10-Q Filing:
Plans
to Provide Update on Filing of Second Quarter Form 10-Q in the Coming Weeks —
NEW
YORK, October 16, 2023 - Staffing 360 Solutions, Inc. (Nasdaq: STAF) (“Staffing 360 Solutions” or the “Company”),
a company executing an international buy-integrate-build strategy through the acquisition of staffing organizations in the United States
and the United Kingdom, today reported its first quarter 2023 financial results for the period ended April 1, 2023. The Company also
believes that it is on track to file its outstanding first quarter Form 10-Q with the Securities and Exchange Commission this week and
plans to file its second quarter Form 10-Q in the coming weeks.
First
Quarter 2023 Overview
|
● |
Revenue
increased by 26.5% (23.5% in constant currency) to $63.1 million, compared with revenue of $49.9 million for the prior year period,
driven by an almost five-fold increase in U.S. professional staffing. |
|
|
|
|
● |
Gross
profit rose to $9.6 million, compared with $8.5 million for the prior year period, or an increase of 12.6% (6.9% in constant currency). |
|
|
|
|
● |
Operating
loss was approximately $1.4 million, compared with an operating loss of approximately $1.1 million for the prior year period. |
|
|
|
|
● |
Net
loss was $2.9 million, compared with a net loss of $2.3 million for the prior year period. |
|
|
|
|
● |
Diluted
loss per share loss was $0.90 , compared with a diluted loss per share loss of $1.33 in the prior year period. |
|
|
|
|
● |
EBITDA
loss narrowed to $600,000, compared with an EBITDA loss of $900,000 for the prior year period. |
|
|
|
|
● |
Adjusted EBITDA, a non-GAAP measure, rose 65% to $1.3 million, compared with Adjusted EBITDA of $800,000 in the prior year period. |
Non-GAAP
financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial results. The presentation of these non-GAAP
financial measures should not be considered in isolation or as a substitute for comparable GAAP financial measures and should be read
only in conjunction with the Company’s financial statements prepared in accordance with GAAP. Reconciliations of the Company’s
non-GAAP measures are included in the tables below.
Brendan
Flood, Chairman, CEO and President, said, “We believe that we are successfully executing on our growth strategy, with nearly 27%
year-over-year revenue growth for the first quarter, and positive adjusted EBITDA, led by significant gains in our U.S. professional
staffing segment, despite the continuing challenging macroeconomic environment. In addition to the planned filing of our outstanding
first quarter Form 10-Q, we are working to file our second quarter Form 10-Q as quickly as possible and expect to provide further information
in the coming weeks.
“Our
buy-integrate-build strategy is beginning to pay off, and we anticipate continued revenue growth and margin improvements as we move toward
our long-term goals. As we expect is the case with other staffing companies, we continue to closely monitor the marketplace and our clients’
needs for any recessionary, or other macro-economic impacts, and are ready to take necessary actions to mitigate any such impact. Our
primary focus is on providing meaningful staffing solutions to our clients, while driving future growth and shareholder value,”
concluded Flood.
Outlook
Although
industry conditions remain uncertain and are subject to change, the Company currently estimates revenues for the 2023 fiscal year in
the range of $250 million to $265 million.
About
Staffing 360 Solutions, Inc.
Staffing
360 Solutions, Inc. is engaged in the execution of an international buy-integrate-build strategy through the acquisition of domestic
and international staffing organizations in the United States and United Kingdom. The Company believes that the staffing industry offers
opportunities for accretive acquisitions and as part of its targeted consolidation model, is pursuing acquisition targets in the finance
and accounting, administrative, engineering, IT, and light industrial staffing space.
For
more information, visit http://www.staffing360solutions.com. Follow Staffing 360 Solutions on Facebook, LinkedIn and Twitter.
Forward-Looking
Statements
This
press release contains forward-looking statements, which may be identified by words such as “expect,” “look forward
to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project,” or words of similar meaning. Forward-looking statements are not guarantees of future performance,
are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s
control, and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by
such forward-looking statements. Such risks and uncertainties include, without limitation, our ability to retain our listing on the Nasdaq
Capital Market and to regain and maintain compliance with the rules of the Nasdaq Capital Market; market and other conditions; the geographic,
social and economic impact of COVID-19 endemic and its ongoing effects on the Company’s ability to conduct its business and raise
capital in the future when needed; weakness in general economic conditions and levels of capital spending by customers in the industries
the Company serves; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation
of customer capital projects or the inability of the Company’s customers to pay the Company’s fees; the termination of a
major customer contract or project; delays or reductions in U.S. government spending; credit risks associated with the Company’s
customers; competitive market pressures; the availability and cost of qualified labor; the Company’s level of success in attracting,
training and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations,
including the impact of health care reform laws and regulations; the possibility of incurring liability for the Company’s business
activities, including, but not limited to, the activities of the Company’s temporary employees; the Company’s performance
on customer contracts; negative outcome of pending and future claims and litigation; government policies, legislation or judicial decisions
adverse to the Company’s businesses; the Company’s ability to access the capital markets by pursuing additional debt and
equity financing to fund its business plan and expenses on terms acceptable to the Company or at all; and the Company’s ability
to comply with its contractual covenants, including in respect of its debt agreements, as well as various additional risks, many of which
are now unknown and generally out of the Company’s control, and which are detailed from time to time in reports filed by the Company
with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. Staffing 360 Solutions does not undertake any duty to update any statements contained herein (including any forward-looking
statements), except as required by law.
Investor
Relations Contact:
Roger
Pondel or Laurie Berman
PondelWilkinson
Inc.
310-279-5980
pwinvestor@pondel.com
(financial
tables follow)
STAFFING
360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(All
amounts in thousands, except share, per share and par values)
| |
As of | | |
As of | |
| |
April 1, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 1,402 | | |
$ | 1,992 | |
Accounts receivable, net | |
| 24,427 | | |
| 23,628 | |
Prepaid expenses and other current assets | |
| 2,195 | | |
| 1,762 | |
Total Current Assets | |
| 28,024 | | |
| 27,382 | |
| |
| | | |
| | |
Property and equipment, net | |
| 1,172 | | |
| 1,230 | |
Goodwill | |
| 19,891 | | |
| 19,891 | |
Intangible assets, net | |
| 16,639 | | |
| 17,385 | |
Other assets | |
| 7,404 | | |
| 6,701 | |
Right of use asset | |
| 8,728 | | |
| 9,070 | |
Total Assets | |
$ | 81,858 | | |
$ | 81,659 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 17,177 | | |
$ | 16,526 | |
Accrued expenses – related party | |
| 218 | | |
| 218 | |
Current portion of debt | |
| 125 | | |
| 249 | |
Accounts receivable financing | |
| 16,525 | | |
| 18,268 | |
Leases – current liabilities | |
| 1,245 | | |
| 1,188 | |
Earnout liabilities | |
| 8,344 | | |
| 8,344 | |
Other current liabilities | |
| 2,219 | | |
| 2,639 | |
Total Current Liabilities | |
| 45,853 | | |
| 47,432 | |
| |
| | | |
| | |
Long-term debt – related party | |
| 8,705 | | |
| 8,661 | |
Redeemable Series H preferred stock, net | |
| 8,448 | | |
| 8,393 | |
Leases – noncurrent | |
| 8,298 | | |
| 8,640 | |
Other long-term liabilities | |
| 200 | | |
| 180 | |
Total Liabilities | |
| 71,504 | | |
| 73,306 | |
| |
| | | |
| | |
Commitments and contingencies | |
| — | | |
| — | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Preferred stock, $0.00001 par value, 20,000,000 shares authorized; | |
| | | |
| | |
Series J
Preferred Stock, 40,000 shares designated, $0.00001 par value, 0 and 0 shares issued and outstanding as of April 1, 2023 and
December 31, 2022, respectively | |
| — | | |
| — | |
Common stock, $0.00001 par value, 200,000,000 shares authorized; 3,856,020 and 2,629,199 shares issued and outstanding, as of April 1, 2023 and December 31, 2022, respectively | |
| 1 | | |
| 1 | |
Additional paid in capital | |
| 116,419 | | |
| 111,586 | |
Accumulated other comprehensive loss | |
| (2,196 | ) | |
| (2,219 | ) |
Accumulated deficit | |
| (103,870 | ) | |
| (101,015 | ) |
Total Stockholders’ Equity | |
| 10,354 | | |
| 8,353 | |
Total Liabilities and Stockholders’ Equity | |
$ | 81,858 | | |
$ | 81,659 | |
STAFFING
360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(All
amounts in thousands, except share, per share and per share values)
(UNAUDITED)
| |
Quarter Ended | |
| |
April 1, 2023 | | |
April 2, 2022 | |
Revenue | |
$ | 63,105 | | |
$ | 49,893 | |
| |
| | | |
| | |
Cost of Revenue, excluding depreciation and amortization stated below | |
| 53,517 | | |
| 41,380 | |
| |
| | | |
| | |
Gross Profit | |
| 9,588 | | |
| 8,513 | |
| |
| | | |
| | |
Operating Expenses: | |
| | | |
| | |
Selling, general and administrative expenses | |
| 10,167 | | |
| 8,909 | |
Depreciation and amortization | |
| 775 | | |
| 655 | |
Total Operating Expenses | |
| 10,942 | | |
| 9,564 | |
| |
| | | |
| | |
Loss From Operations | |
| (1,354 | ) | |
| (1,051 | ) |
| |
| | | |
| | |
Other Expenses: | |
| | | |
| | |
Interest expense | |
| (1,349 | ) | |
| (670 | ) |
Amortization of debt discount and deferred financing costs | |
| (98 | ) | |
| (96 | ) |
Re-measurement loss on intercompany note | |
| — | | |
| (443 | ) |
Other loss, net | |
| (14 | ) | |
| (58 | ) |
Total Other Expenses, net | |
| (1,461 | ) | |
| (1,267 | ) |
| |
| | | |
| | |
Loss Before Benefit from Income Tax | |
| (2,815 | ) | |
| (2,318 | ) |
| |
| | | |
| | |
Provision from Income taxes | |
| (40 | ) | |
| (6 | ) |
| |
| | | |
| | |
Net Loss | |
| (2,855 | ) | |
| (2,324 | ) |
| |
| | | |
| | |
Net Loss – Basic and Diluted | |
$ | (0.90 | ) | |
$ | (1.33 | ) |
| |
| | | |
| | |
Weighted Average Shares Outstanding – Basic and Diluted | |
| 3,177,517 | | |
| 1,752,949 | |
STAFFING
360 SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All
amounts in thousands)
(UNAUDITED)
| |
April 1, 2023 | | |
April 2, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net Loss | |
$ | (2,855 | ) | |
$ | (2,324 | ) |
Adjustments to reconcile net loss income to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 775 | | |
| 655 | |
Amortization of debt discount and deferred financing costs | |
| 98 | | |
| 96 | |
Accounts receivable allowance | |
| 18 | | |
| (1 | ) |
Right of use assets depreciation | |
| 355 | | |
| 324 | |
Stock based compensation | |
| 720 | | |
| 42 | |
Re-measurement loss on intercompany note | |
| — | | |
| 443 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (2,519 | ) | |
| (5,621 | ) |
Prepaid expenses and other current assets | |
| (437 | ) | |
| (526 | ) |
Other assets | |
| (1,015 | ) | |
| 812 | |
Accounts payable and accrued expenses | |
| 717 | | |
| 3,999 | |
Accounts payable, related party | |
| — | | |
| 122 | |
Other current liabilities | |
| (363 | ) | |
| (128 | ) |
Other long-term liabilities and other | |
| 77 | | |
| (749 | ) |
NET CASH USED IN OPERATING ACTIVITIES | |
| (4,429 | ) | |
| (2,856 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| (28 | ) | |
| (42 | ) |
Collection of UK factoring facility deferred purchase price | |
| 1,626 | | |
| 1,877 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | |
| 1,598 | | |
| 1,835 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Third party financing costs | |
| (319 | ) | |
| — | |
Repayment of term loan | |
| (124 | ) | |
| — | |
Proceeds from term loan | |
| — | | |
| (117 | ) |
Repayments on accounts receivable financing, net | |
| (1,743 | ) | |
| — | |
Dividends paid to related parties | |
| — | | |
| (2,036 | ) |
Proceeds from sale of common stock and warrants, net of third-party financing costs | |
| 4,433 | | |
| — | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | |
| 2,247 | | |
| (2,153 | ) |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (584 | ) | |
| (3,174 | ) |
| |
| | | |
| | |
Effect of exchange rates on cash | |
| (6 | ) | |
| (29 | ) |
| |
| | | |
| | |
Cash – Beginning of period | |
| 1,992 | | |
| 4,558 | |
| |
| | | |
| | |
Cash – End of period | |
$ | 1,402 | | |
$ | 1,355 | |
Use
of Non-GAAP Financial Measures
Staffing
360 Solutions provides Adjusted EBITDA, a non-generally accepted accounting principal (“GAAP”) financial measure, because
it believes it offers to investors additional information for monitoring its profit and cash flow generation. Adjusted EBITDA is a non-GAAP
financial measure and is defined as net income (loss) attributable to common stock before interest expense, benefit from income taxes,
depreciation and amortization, acquisition, capital raising and other non-recurring expenses, other non-cash charges, impairment of goodwill,
re-measurement gain on intercompany note, restructuring charges, other income, and charges the Company considers to be non-recurring
in nature such as legal expenses associated with litigation, professional fees associated potential and completed acquisition. Adjusted
EBITDA is not intended to replace EBITDA other measures of financial performance reported in accordance with GAAP.
| |
Three Months Ended | | |
Trailing Twelve Months | |
| |
April 1, 2023 | | |
April 2, 2022 | | |
April 1, 2023 | | |
April 2, 2022 | |
Net (loss) income | |
$ | (2,855 | ) | |
$ | (2,324 | ) | |
$ | (17,525 | ) | |
$ | 7,522 | |
| |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 1,349 | | |
| 670 | | |
| 4,560 | | |
| 3,370 | |
Expense (benefit) from income taxes | |
| 40 | | |
| 6 | | |
| (188 | ) | |
| (388 | ) |
Depreciation and amortization | |
| 873 | | |
| 751 | | |
| 3,714 | | |
| 3,055 | |
EBITDA | |
$ | (593 | ) | |
$ | (897 | ) | |
$ | (9,439 | ) | |
$ | 13,559 | |
| |
| | | |
| | | |
| | | |
| | |
Acquisition, capital raising and other non-recurring expenses (1) | |
| 1,872 | | |
| 1,188 | | |
| 8,638 | | |
| 3,872 | |
Other non-cash charges (2) | |
| 35 | | |
| 16 | | |
| 19 | | |
| 158 | |
Impairment of Goodwill | |
| — | | |
| — | | |
| 10,000 | | |
| 3,104 | |
Re-measurement gain on intercompany note | |
| — | | |
| 443 | | |
| (443 | ) | |
| 831 | |
Gain on sale of business | |
| — | | |
| — | | |
| (726 | ) | |
| — | |
Other loss (income) | |
| 16 | | |
| 58 | | |
| (42 | ) | |
| (19,412 | ) |
Adjusted EBITDA | |
$ | 1,330 | | |
$ | 808 | | |
$ | 8,007 | | |
$ | 2,112 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted Gross Profit | |
| | | |
| | | |
$ | 43,843 | | |
$ | 35,938 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA as percentage of Adjusted Gross Profit | |
| | | |
| | | |
| 18.3 | % | |
| 5.9 | % |
|
(1) |
Acquisition,
capital raising, and other non-recurring expenses primarily relate to capital raising expenses, acquisition and integration expenses,
and legal expenses incurred in relation to matters outside the ordinary course of business. |
|
|
|
|
(2) |
Other
non-cash charges primarily relate to staff option and share compensation expense, expense for shares issued to directors for board
services, and consideration paid for consulting services. |
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