ANNUAL MEETING OF STOCKHOLDERS NEW YORK CITY … · This presentation contains forward-looking...

ANNUAL MEETING OF STOCKHOLDERS

NEW YORK CITY

JANUARY 26TH 2017

FORWARD-LOOKING STATEMENTS

2Annual Shareholders’ Meeting Staffing 360 Solutions

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933and Section 21E of the Securities Exchange Act of 1934, including statements regarding the business of the Company andits industry generally, business strategy and prospects. These statements are based on the Company’s estimates,projections, beliefs and assumptions and are not guarantees of future performance. These forward-looking statementsare subject to various risks and uncertainties, which may cause actual results to differ materially from the forward-lookingstatements. The Company disclaims any obligation to update these forward-looking statements except as required by law.

Non-GAAP Financial Measures

The Company uses financial measures which are not calculated and presented in accordance with US generally acceptedaccounting principles (“GAAP”) in evaluating its financial and operational decision making regarding potential acquisitionsand presenting the operating and financial performance of the Company, as well as a means to evaluate period-to periodcomparison. The Company presents these non-GAAP financial measures because it believes them to be an importantsupplemental measure of performance that is commonly used by securities analysts, investors and other interestedparties in the evaluation of companies in our industry. We refer you to the reconciliations in this presentation andapplicable earnings releases issued by the Company for those respective periods. The Company defines Adjusted EBITDAas earnings (or loss) from continuing operations before interest expense, income taxes, depreciation and amortization,and amortization of non-cash stock-based compensation, non-recurring acquisition and restructuring expenses andgoodwill impairment charges.

ANNUAL SHAREHOLDERS’ MEETING

3Annual Shareholders’ Meeting Staffing 360 Solutions

BRENDAN FLOOD

Executive Chairman

Director


4 Staffing 360 Solutions

DAVID FAIMAN

Chief Financial Officer

Company Secretary

Annual Shareholders’ Meeting



6,849,231 Proxy Votes Received

74.9% of Common Stock issued and outstanding

as of the Date of Record of December 16th 2016.




MATT BRIAND

President

Chief Executive Officer

Director


COMPANY OVERVIEW

High-growth staffing company which has made

significant strides in a short period of time.

Experienced and talented management team.

Market is highly fragmented, providing multiple

acquisition opportunities.

Acquired businesses have strong recurring

revenues and client retention.

Maintain low corporate overhead while growing

revenue faster than expenses.

Focus on optimizing and realizing shareholder

value.

Staffing 360 Solutions, Inc. (Ticker: STAF)

7 Staffing 360 SolutionsAnnual Shareholders’ Meeting

8

Track Record of Continued Revenue Growth

200Internal

Employees

4,300Temp.

Employees

1000+Customers

Billed

US & UKFocused on 2 Core

Geographies

OPERATING METRICS

Staffing 360 Solutions

$172

$41,198

$128,829

$165,552

$190,000

$300,000

$0

$50,000

$100,000

$150,000

$200,000

$250,000

$300,000

$350,000

FY 2013 FY 2014 FY 2015 FY 2016 CurrentAnnualized

Run Rate

FY 2017Target

Revenue

All

Nu

mb

ers

in T

ho

usa

nd

s


ACQUISITION HISTORY

Staffing 360 Solutions, Inc. has completed six acquisitions bringing it to

approximately $190 million in annualized revenues.


Poolia UK

Feb. 2014

Initio International

Holdings Ltd.

Jan. 2014

Control Solutions

International

Nov. 2013

PeopleSERVE

May 2014

Lighthouse Placement Services

July 2015

Monroe Staffing Longbridge

The JM Group

Nov. 2015

2014 2015


Accountin

g &

Fin

ance

Info

rmatio

n

Technolo

gy

Engin

eerin

g

Adm

inis

tratio

n

Lig

ht In

dustria

l

Corporate & Regional Specialists

FIVE STRATEGIC PILLARS

10

Staffing 360 Solutions’ focus is on meeting the staffing needs of

clients within one of the five “pillars” above.

Staffing 360 SolutionsAnnual Shareholders’ Meeting

ACQUISITION STRATEGY

Targeted Acquisition Criteria

Must fit within one of our strategic pillars.

No turnarounds – All acquisition candidates must be accretive:

Sustainable Margins

Recurring Revenues

Quality Customers

High Employee Retention

Improves Earnings per share

Existing operational management must be retained.

Objective to achieve 80% / 20% temp vs. perm at Gross Profit level

Sellers – Cash, stock & notes plus performance-based incentives.


MERGERS & ACQUISITIONS

12

Name Branding Pillars Locations Comments

Monroe StaffingLight Industrial, Administration, Engineering, IT, Accounting &

Finance

NH, MA, CT, NC, RI

4,000 temporary workers. Founded in 1969 in Monroe, CT. Client relationships ranging from new startup businesses to multinational enterprises.

The JM GroupInformation Technology and

Change ManagementLondon, England

Founded in 1981 with long-term clients driven by deep relationships. Core offering is IT, Change and Digital recruitment in Financial Services, Professional Services and Corporate sectors.

PeopleSERVEInformation Technology and

AdministrationChestnut Hill, MA

Listed among Inc. Magazine's 5,000 Fastest Growing Private Companies. Services government, commercial, and educational organizations throughout greater Boston area.

Lighthouse Engineering and related skills Haverhill, MA

One of the Best Places to Work according to Boston Business Journal. 50+ years of executivemanagement experience servicing local businesses, international enterprises, and defense contractors.

Longbridge Accounting & Finance and IT London, England

Niche business with deep client relationships. Newly combined London offices provide cost savings and room for expansion. Absorbed the Poolia acquisition

Control SolutionsAccounting & Finance, Information

TechnologyBoston, MA

Provides clients with industry experts specializing in various technical fields. Experience in international markets. Non-strategic

Overview of businesses acquired

Staffing 360 SolutionsAnnual Shareholders’ Meeting

FINANCIAL PERFORMANCE


HISTORICAL RESULTS*

* Fiscal year end is May 31.

(1) Revenue CAGR is calculated over the period from Fiscal 2014 to TTM November 2016.

(2) Adjusted EBITDA CAGR is calculated over the period from Fiscal 2015 to TTM November 2016, since Fiscal 2014 is negative.

$41,198

$128,829

$165,552

$183,205

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

$180,000

$200,000

2014 2015 2016 TTM Q2 2017

Historical ResultsRevenue

(Numbers in Thousands)

-$2,673

$752

$4,111

$5,379

-$4,000

-$3,000

-$2,000

-$1,000

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

2014 2015 2016 TTM Q2 2017

Historical ResultsAdjusted EBITDA

(Numbers in Thousands)


14

SUMMARY FINANCIALS – PROFIT & LOSS

• Pursuant to US GAAP requirements, the Company has revised historical results for the fiscal year ended May 31, 2016 to exclude discontinued operations.


Non-GAAP Adjusted EBITDA Calculations

Fiscal 2017 Fiscal 20166 Months Ended 6 Months Ended

$000's November 30, 2016 November 30, 2015*

(Unaudited)

Revenue 94,887$ 77,234$

Gross Profit 16,586$ 13,791$

Income (Loss) from Operations (23)$ (2,238)$

Net Loss Attributable to Common Stock (2,820)$ (5,191)$

Adjustments

Interest Expense 1,196$ 1,281$

Provision for (Benefit from) Income Taxes 97 (7)

Depreciation and Amortization 2,721 2,885

EBITDA 1,194 (1,032)

Acquisition, Capital Raising & Other Non-Recurring Expenses 1,263 998

Other Non-Cash Charges 392 1,586

Dividends – Series A Preferred Stock 100 100

Other Income/ (Expense) 202 10

Net Income Attributable to Non-Controlling Interest - 221

Adjusted EBITDA 3,151$ 1,883$

Trailing Twelve Months Adjusted EBITDA 5,379$ 2,435$


November 30, 2016 May 31, 2016

$000's (Unaudited)

ASSETS

Assets

Current Assets 25,759$ 23,359$

Other Assets 30,506 30,400

Total Assets 56,265$ 53,759$

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities

Current Liabilities 40,226$ 39,918$

Other Liabilities 7,018 6,329

Total Liabilities 47,244 46,247

Series D Preferred Stock 612 -

Total Stockholders’ Equity 8,409 7,512

Total Liabilities and Stockholders’ Equity 56,265$ 53,759$

15

SUMMARY FINANCIALS – BALANCE SHEET


Fiscal Period Ended


LEVERAGE RATIO


Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017

Revenue 32,188$ 35,884$ 41,350$ 43,954$ 44,364$ 47,751$ 47,137$

Gross Profit 5,518$ 6,320$ 7,470$ 7,591$ 7,667$ 8,489$ 8,097$

AEBITDA 404$ 619$ 1,264$ 1,158$ 1,070$ 1,758$ 1,394$

TTM AEBITDA 752$ 1,735$ 2,436$ 3,445$ 4,111$ 5,250$ 5,380$

Non-ABL Debt 7,785$ 14,829$ 17,279$ 15,057$ 12,975$ 11,616$ 10,228$

Leverage Ratio 10.4x 8.5x 7.1x 4.4x 3.2x 2.2x 1.9x

$752

$1,735

$2,436

$3,445

$4,111

$5,250 $5,380

10.4

8.5

7.1

4.4

3.2

2.2 1.9

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

-

2.0

4.0

6.0

8.0

10.0

12.0

Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017

Leverage Ratio TTM AEBITDA




DARREN MINTON

Executive Vice President


PROPOSALS

Proposal 1: Election of Directors

Proposal 2: Approve the Change in Corporate Domicile from the State of Nevada to the Stateof Delaware

Proposal 3: Approval of the 2016 Omnibus Incentive Plan.

Proposal 4: Approval of the 2016 Long-Term Incentive Plan.

Proposal 5: Advisory Vote to Approve Executive Compensation.

Proposal 6: Frequency of Stockholder Advisory Votes on Executive Compensation.

Proposal 7: Approval of Potential Issuance of More than 19.99% of our Outstanding Common Stockunder the Series D Redeemable Convertible Preferred Stock under Nasdaq Listing Rules.

Proposal 8: Approval of an Amendment to the Company’s Articles of Incorporation to Increase theNumber of Authorized Shares of Common Stock from 20,000,000 Shares to 40,000,000.




QUESTIONS & ANSWERS




MEETING ADJOURNED


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