NEW YORK, Nov. 05, 2024 (GLOBE NEWSWIRE) -- Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating Staffing 360 Solutions, Inc. (Nasdaq: STAF), relating to a proposed merger with Atlantic International Corp. Under the terms of the agreement, Staffing 360 shareholders will receive 1.20 ...

Individual investors often find it hard to make decisions based on rating upgrades by Wall Street analysts, since these are mostly driven by subjective factors that are hard to see and measure in real time. In these situations, the Zacks rating system comes in handy because of the power of a changing earnings picture in determining near-term stock price movements. The change in a company's future earnings potential, as reflected in earnings estimate revisions, and the nearterm price movement of its stock ar ...

At the effective time of the reverse stock split, every ten (10) shares of Staffing 360's issued and outstanding common stock will be converted automatically into one (1) issued and outstanding share of common stock without any change in the par value per share or the number of authorized shares of common stock. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It is not necessary for stockholders holding shares ...

NEW YORK, June 24, 2024 (GLOBE NEWSWIRE) -- Staffing 360 Solutions, Inc. (Nasdaq: STAF) ("Staffing 360" or the "Company"), a company executing a buy-integrate-build strategy through the acquisition of staffing organizations in the United States, announced today that it intends to effect a reverse stock split of its common stock at a ratio of one (1) post-split share for every ten (10) pre-split shares. The reverse stock split will become effective at 4:05 p.m., New York time, on Tuesday, June 25, 2024. Staf ...

NEW YORK, May 28, 2024 (GLOBE NEWSWIRE) -- Staffing 360 Solutions, Inc. ((STAF) ("Staffing 360" or the "Company"), a company executing a buy-integrate-build strategy through the acquisition of staffing organizations in the United States, today reported that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed it ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 68-0680859 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 757 3 Avenue 27Floor New York, New York 10017 (Address of principal executive offices) (Zip code) (646) 507-5710 (Registrant's telephone number, including area code) For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPO ...

PART I [Business](index=5&type=section&id=ITEM%201.%20Business) Staffing 360 Solutions, Inc. is an international staffing company growing via U.S. and U.K. acquisitions, specializing in professional and commercial staffing - The company's high-growth business model centers on acquiring mature, profitable staffing companies in the U.S. and U.K., focusing on professional and commercial disciplines[14](index=14&type=chunk)[16](index=16&type=chunk) Revenue Performance (Fiscal 2022 vs. 2021) | Fiscal Year | Revenue (in thousands) | | :--- | :--- | | **2022** | $244,917 | | **2021** | $197,770 | - The increase in revenue for Fiscal **2022** was primarily attributed to the acquisition of Headway Workforce Solutions, which closed on May **18**, **2022**[17](index=17&type=chunk)[18](index=18&type=chunk) - The company operates as a temporary staffing firm but also provides permanent placements. It faces significant competition from a large number of firms, with key competitive factors being price and service reliability[20](index=20&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - As of the report date, the company employs approximately **265** full-time internal staff and places over **6,000** individuals with its clients[40](index=40&type=chunk) [Risk Factors](index=8&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces substantial risks including recurring losses, high debt, and internal control weaknesses, raising significant doubt about its ability to continue as a going concern - The company has a history of substantial losses and a negative working capital position, which raises substantial doubt about its ability to continue as a going concern[45](index=45&type=chunk)[48](index=48&type=chunk) - As of December **31**, **2022**, total gross debt was approximately **$18.3 million**. This debt level and its associated covenants could negatively impact financial condition and limit business growth[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Management has identified a material weakness in internal controls over financial reporting due to a lack of sufficient competent finance personnel and an inadequate process for goodwill assessment[46](index=46&type=chunk)[117](index=117&type=chunk)[120](index=120&type=chunk) - The company has previously received deficiency letters from Nasdaq regarding non-compliance with listing requirements, and failure to meet these standards in the future could result in delisting[95](index=95&type=chunk)[96](index=96&type=chunk)[99](index=99&type=chunk) - The business is exposed to risks from currency exchange rate fluctuations, particularly between the U.S. dollar and the British pound, which can adversely affect reported revenue[72](index=72&type=chunk) - The COVID-**19** pandemic has adversely affected the business by impacting customer demand and the ability to deploy its workforce, and its ongoing effects remain a source of uncertainty[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[130](index=130&type=chunk) [Properties](index=27&type=section&id=ITEM%202.%20Properties) The company leases all **17** of its office facilities, including its New York City headquarters, located across the U.S. and U.K. - The company's headquarters is a leased space of **6,960** square feet in New York, NY, with the lease expiring in **2029**[132](index=132&type=chunk) - There are a total of **17** leased facilities in the U.S. (New York, Connecticut, Massachusetts, Rhode Island, North Carolina) and the U.K. (London, Redhill)[132](index=132&type=chunk) - All offices are operated from leased spaces ranging from approximately **1,200** to **10,000** square feet, with lease expirations from **2023** through **2029**[133](index=133&type=chunk) [Legal Proceedings](index=27&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is engaged in ongoing litigation with Pamela D. Whitaker concerning earn-out payments and a countersuit for breach of contract - The company is involved in a legal dispute with Pamela D. Whitaker, former owner of Key Resources, Inc. (KRI), over earn-out payments from an August **2018** acquisition[135](index=135&type=chunk) - Whitaker is seeking **$4,054,395** in alleged damages for breach of contract related to non-payment of earn-outs[135](index=135&type=chunk) - The company and its subsidiary, Monroe, filed a countersuit against Whitaker for breach of contract and fraudulent inducement, seeking damages of no less than **$6,000,000**[139](index=139&type=chunk) - After a jurisdictional dispute, the Fourth Circuit ordered the case to be transferred to the Southern District of New York, where the actions have been consolidated and are currently pending[138](index=138&type=chunk)[142](index=142&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[146](index=146&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=ITEM%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "STAF", with dividends suspended and future payments restricted by debt agreements - The company's common stock trades on Nasdaq under the ticker symbol "STAF"[148](index=148&type=chunk) - As of May **18**, **2023**, there were approximately **504** shareholders of record[148](index=148&type=chunk) - Dividends were suspended after the first payment in February **2019**. Future dividends are not guaranteed and are restricted by debt agreements, which limit payments to a maximum of **$100,000** per fiscal quarter[150](index=150&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal **2022** revenue increased, but the company reported a significant net loss and faces substantial doubt about its ability to continue as a going concern due to various charges Fiscal 2022 vs. 2021 Results of Operations | Metric | Fiscal 2022 (in thousands) | Fiscal 2021 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $244,917 | $197,770 | 23.8% | | **Gross Profit** | $42,769 | $33,867 | 26.3% | | **Loss from Operations** | ($13,457) | ($7,300) | 84.4% | | **Net (Loss) Income** | ($16,994) | $8,158 | -308.3% | - The **$47.1 million** revenue increase was driven by the Headway acquisition (**$60.8M**), partially offset by an organic revenue decline (**$6.9M**) and unfavorable foreign currency translation (**$6.7M**)[189](index=189&type=chunk) - Operating expenses increased by **36.6%** to **$56.2 million**, which includes a **$10.0 million** impairment of goodwill charge in Fiscal **2022**, compared to a **$3.1 million** impairment in Fiscal **2021**[195](index=195&type=chunk) - The significant decrease in net income was primarily driven by the absence of the **$19.6 million** PPP forgiveness gain that was recognized in Fiscal **2021**[196](index=196&type=chunk) Adjusted EBITDA (Non-GAAP) | Fiscal Year | Adjusted EBITDA (in thousands) | | :--- | :--- | | **2022** | $7,427 | | **2021** | $2,434 | - The company faces significant liquidity challenges, with a working capital deficit of **$20.1 million** and an accumulated deficit of **$101.0 million** as of December **31**, **2022**. These factors raise substantial doubt about its ability to continue as a going concern[209](index=209&type=chunk)[210](index=210&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies - Not required for smaller reporting companies[231](index=231&type=chunk) [Financial Statements and Supplementary Data](index=43&type=section&id=ITEM%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements are presented, with the auditor's report expressing substantial doubt about the company's going concern ability due to recurring losses and capital deficiency - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a going concern, citing recurring losses from operations and a net capital deficiency[236](index=236&type=chunk)[252](index=252&type=chunk) - Critical Audit Matters identified by the auditor include the Goodwill Impairment Assessment, which involved significant management estimates, and the Estimation of Fair Value of Certain Acquired Assets in the Headway business combination[242](index=242&type=chunk)[244](index=244&type=chunk)[257](index=257&type=chunk) Key Balance Sheet Data (as of Dec 31, 2022) | Account | Amount (in thousands) | | :--- | :--- | | Total Assets | $81,659 | | Total Liabilities | $73,306 | | Total Stockholders' Equity | $8,353 | | Working Capital Deficit | ($20,050) | - The company recognized a goodwill impairment charge of **$10.0 million** during Fiscal **2022** related to its Staffing UK reporting unit, which experienced prolonged revenue declines post-COVID-**19**[265](index=265&type=chunk)[355](index=355&type=chunk) - The acquisition of Headway on May **18**, **2022**, resulted in the recognition of **$7.8 million** in goodwill and **$6.8 million** in intangible assets (customer relationships and trade name)[355](index=355&type=chunk)[381](index=381&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=105&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[556](index=556&type=chunk) [Controls and Procedures](index=105&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of December **31**, **2022**, due to material weaknesses in finance personnel and goodwill impairment evaluation - Management concluded that disclosure controls and procedures were ineffective as of December **31**, **2022**[559](index=559&type=chunk) - A material weakness was identified due to the lack of a sufficient complement of competent finance personnel to accurately account for, review, and disclose transactions[558](index=558&type=chunk)[562](index=562&type=chunk) - A second material weakness was identified related to ineffective design and operating effectiveness over forecasts used in the annual goodwill impairment evaluation. This deficiency resulted in a **$10 million** impairment charge that was identified during the audit[563](index=563&type=chunk) - A remediation plan is in progress, which includes hiring additional employees and external consultants and implementing new policies and controls[564](index=564&type=chunk) [Other Information](index=107&type=section&id=ITEM%209B.%20Other%20Information) The company reports no other information for this item - None[569](index=569&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=107&type=section&id=ITEM%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[570](index=570&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=108&type=section&id=ITEM%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's Board of Directors comprises six members, including four independent directors, with key executive officers and four standing committees - The Board of Directors is composed of six members: Brendan Flood, Dimitri Villard, Nicholas Florio, Vincent Cebula, Jeff Grout, and Alicia Barker[573](index=573&type=chunk)[576](index=576&type=chunk) - Four of the six directors (Messrs. Villard, Florio, Cebula, and Grout) are determined to be independent under Nasdaq listing rules[586](index=586&type=chunk) - The Board has four standing committees: Audit, Nominating and Corporate Governance, Compensation and Human Resources, and Mergers and Acquisitions[588](index=588&type=chunk) - The company has adopted a code of ethics that applies to its executive officers, directors, and employees[606](index=606&type=chunk) [Executive Compensation](index=116&type=section&id=ITEM%2011.%20Executive%20Compensation) This section details Fiscal **2022** compensation for Named Executive Officers, comprising base salary, bonuses, and equity awards, along with non-employee director compensation - The Named Executive Officers for Fiscal **2022** were Brendan Flood (CEO), Alicia Barker (COO), and Joe Yelenic (SVP, Corporate Finance)[608](index=608&type=chunk)[610](index=610&type=chunk) 2022 Summary Compensation Table for NEOs | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Brendan Flood**, Chairman & CEO | 503,000 | 300,000 | 30,192 | 327,669 | 29,345 | **1,190,206** | | **Alicia Barker**, COO | 275,018 | 217,513 | 34,206 | — | 28,385 | **555,122** | | **Joe Yelenic**, SVP, Corp. Finance | 200,000 | 99,000 | — | — | — | **299,000** | - Non-employee directors receive an annual cash retainer of **$100,000** and quarterly restricted stock awards for their service[626](index=626&type=chunk)[628](index=628&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=121&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of May **19**, **2023**, directors and executive officers beneficially owned **13.16%** of common stock, with Jackson Investment Group holding **6.07%** - As of May **19**, **2023**, there were **4,311,020** shares of common stock outstanding[630](index=630&type=chunk) Beneficial Ownership as of May 19, 2023 | Name of Beneficial Owner | Percent of Common Stock | | :--- | :--- | | Brendan Flood | 9.34% | | Directors and officers as a group (8 persons) | 13.16% | | Jackson Investment Group, LLC | 6.07% | - The company has several equity compensation plans, including the **2014**, **2015**, **2016**, **2020**, and **2021** Omnibus Incentive Plans, under which stock options and other awards are granted[497](index=497&type=chunk)[498](index=498&type=chunk)[501](index=501&type=chunk)[670](index=670&type=chunk)[671](index=671&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=132&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) This section details the company's extensive financial relationship with Jackson Investment Group, LLC, a major lender and stockholder, involving numerous debt agreements - The Audit Committee is responsible for reviewing and approving all related party transactions[699](index=699&type=chunk) - The company has a significant and complex financial relationship with Jackson Investment Group, LLC, a greater than **5%** stockholder, involving debt financing, warrants, and preferred stock[701](index=701&type=chunk) - On October **27**, **2022**, the company entered into a Third Amended and Restated Note Purchase Agreement with Jackson, extending the maturity date of its approximately **$9.0 million** note to October **14**, **2024**, and adjusting interest rate terms[710](index=710&type=chunk)[711](index=711&type=chunk) - In connection with the October **2022** debt amendment, the company issued **100,000** shares of common stock and a warrant to purchase **24,332** shares to Jackson, and also reduced the exercise price on an existing warrant[711](index=711&type=chunk)[714](index=714&type=chunk) [Principal Accountant Fees and Services](index=135&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company engaged Baker Tilly US, LLP as its new independent auditor on August **26**, **2022**, replacing BDO USA, LLP - The company changed its independent registered public accounting firm from BDO USA, LLP to Baker Tilly US, LLP on August **26**, **2022**[718](index=718&type=chunk) Principal Accountant Fees (in thousands) | Fee Type | Fiscal 2022 (Baker Tilly) | Fiscal 2022 (BDO) | Fiscal 2021 (BDO) | | :--- | :--- | :--- | :--- | | Audit Fees | $467 | $553 | $1,137 | | Audit-Related Fees | $41 | $0 | $0 | | **Total** | **$508** | **$553** | **$1,137** | - All audit and non-audit services provided by the independent auditors were pre-approved by the Audit Committee[722](index=722&type=chunk) PART IV [Exhibit and Financial Statement Schedules](index=136&type=section&id=ITEM%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form **10-K** report, including consolidated financial statements and corporate documents - This section contains the index to the Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm[724](index=724&type=chunk) - A detailed list of exhibits is provided, including governance documents (Certificate of Incorporation, Bylaws), material contracts (debt agreements, acquisition agreements), and certifications required by the Sarbanes-Oxley Act[726](index=726&type=chunk) [Form 10-K Summary](index=144&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[736](index=736&type=chunk)

Staffing 360 Solutions, Inc. (NASDAQ:STAF) Q3 2021 Earnings Conference Call November 16, 2021 9:00 AM ET Company Participants Terri MacInnis - Vice President, Investor Relations Brendan Flood - Chairman and Chief Executive Officer Khalid Anwar - Principal Accounting and Principal Financial Officer Conference Call Participants Operator Good day everyone and welcome to the Staffing 360 Solutions' Fiscal Q3 Results Conference Call. Today conference is being recorded. At this time, I'd like to turn the conferen ...

Staffing 360 Solutions, Inc. (NASDAQ:STAF) Q2 2021 Earnings Conference Call August 17, 2021 9:00 AM ET Company Participants Brendan Flood - Chairman, President, and CEO Khalid Anwar - Principal Accounting & Principal Financial Officer Conference Call Participants Operator Greetings to all and welcome to the Staffing 360 Solutionsâ Fiscal Q2 2021 Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operato ...

Call Start: 09:00 Call End: 09:31 January 1, 0000 ET Q4 2020 Earnings Conference Call April 21, 2021, 9:00 am ET Company Participants Brendan Flood - Chairman & CEO Khalid Anwar - Principal Accounting & Principal Financial Officer Conference Call Participants William Gregozeski - Greenridge Global Operator Greetings everyone and welcome to the Staffing 360 Solutions Fiscal 2020 Year-End Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session wil ...