v3.26.1
Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation 

 

The Company consolidates its wholly-owned subsidiaries and all significant intercompany transactions have been eliminated in the unaudited condensed consolidated financial statements. 

 
Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Significant balances subject to such estimates and assumptions include carrying amounts of property and equipment and intangible assets, valuation allowances for receivables, carrying amounts for deferred tax assets and liabilities, and liabilities incurred from operations and customer incentives. Actual results could differ from those estimates.

 
Segment Reporting, Policy [Policy Text Block]

Segment Reporting

 

Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker ("CODM”) in assessing performance and deciding how to allocate resources. The Company's CODM is the Chief Executive Officer ("CEO").

 

In  November 2025, the Company appointed a new CEO, William Linnane. During the fourth quarter of 2025, revised internal reporting began to be provided to and reviewed by the CODM. The Company provides similar merchandising, marketing, and business services in the United States of America ("U.S.") and Canada, and the CODM now reviews financial information by two geographic components: (i) U.S. and (ii) Canada, for purposes of allocating resources and assessing performance. As a result, beginning in the fourth quarter of 2025, the Company determined that it has two reportable segments: U.S. and Canada. For the first three quarters of 2025, the previous CODM managed all business activities on a consolidated basis, and as a result, the Company had one reportable segment. Segment information for the three months ended March 31, 2025 has been recast to reflect this reportable segment structure.

 
Income Tax, Policy [Policy Text Block]

Deferred Taxes

 

The Company records deferred tax assets to the extent the Company believes these assets will more likely than not be realized. Management evaluates the realizability of deferred tax assets at each reporting date, considering all available positive and negative evidence, both objective and subjective. In performing this assessment, the Company considers, among other factors:

 

 

●

Historical operating results and cumulative pre-tax income or loss;

 

●

The expected timing, amount, and character of future taxable income;

 

●

The reversal pattern of existing taxable and deductible temporary differences;

 

●

Tax-planning strategies that may be implemented, if any; and

 

●

The duration of and limitations on carryforward periods for net operating losses and other attributes.

 

Based on the evaluation of positive and negative evidence, the Company determined that it is more likely than not that its deferred tax assets will not be realized as of December 31, 2025.  Accordingly, a valuation allowance of $7.6 million, related principally to deferred tax assets for net operating losses ("NOLs"), disallowed interest expense, and tax credits that are uncertain as to realizability. As of  March 31, 2026, the facts have not changed, and a valuation allowance is still appropriate. The Company will continue to monitor its operating results and evaluate the need for and amount of the valuation allowance for each reporting period.

 
New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements 

 

In  December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires companies to report specific categories of rate reconciliation, certain details of income taxes paid and certain information by tax jurisdictions. ASU 2023-09 is effective for annual periods beginning after  December 15, 2024. The Company implemented this ASU prospectively for the fiscal year ending  December 31, 2025.

 

 

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

On  November 4, 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after  December 15, 2026, and interim periods within fiscal years beginning after  December 15, 2027. The Company is evaluating the impact that adoption will have on the Company's consolidated financial statements and related disclosures.

 
Supplemental Balance Sheet Information [Policy Text Block]

Supplemental Balance Sheet Information

  

March 31,

  

December 31,

 

Accounts receivable, net, consists of the following:

 

2026

  

2025

 

(in thousands)

        

Trade

 $22,501  $17,774 

Unbilled

  11,023   8,841 

Non-trade

  353   391 

Gross accounts receivable

  33,877   27,006 

Less allowance for credit losses

  -   - 

Accounts receivable, net

 $33,877  $27,006 

 

  

March 31,

  

December 31,

 

Activity in allowance for credit losses

 

2026

  

2025

 

(in thousands)

        

Balance in allowance for credit losses as of January 1

 $-  $411 

Write-offs charged against the allowance

  -   (411)

Ending balance in allowance for credit losses

 $-  $- 

 

  

March 31,

  

December 31,

 

Property and equipment consist of the following:

 

2026

  

2025

 

(in thousands)

        

Equipment

 $3,146  $3,904 

Furniture and fixtures

  897   1,027 

Leasehold improvements

  538   538 

Capitalized internal use software costs

  21,524   21,329 

Capitalized software in development

  186   92 

Gross property and equipment

  26,291   26,890 

Less accumulated depreciation and amortization

  (22,448)  (23,289)

Property and equipment, net

 $3,843  $3,601 

 

  

March 31,

  

December 31,

 

Intangible assets consist of the following:

 

2026

  

2025

 

(in thousands)

        

Trade names

 $900  $900 

Patents

  870   870 

Gross intangible assets

  1,770   1,770 

Less accumulated amortization

  (1,095)  (1,061)

Intangible assets, net

 $675  $709 

 

The remaining amortization for each of the following years succeeding December 31, 2026 is summarized as follows: (in thousands)

    

Year

 

Amount

 

2026

 $99 

2027

  36 

2028

  36 

2029

  36 

2030

  36 

Thereafter

  432 

Total

 $675 

 

 

  

March 31,

  

December 31,

 

Accrued expenses and other current liabilities:

 

2026

  

2025

 

(in thousands)

        

Taxes payable

 $3,501  $1,607 

Accrued salaries and wages

  3,045   1,905 

Accrued third party labor

  106   198 

Other

  3,118   1,866 

Accrued expenses and other current liabilities

 $9,770  $5,576 

 
Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

 

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The US GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

 

●  Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
●  Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
●  Level 3 Prices or valuation techniques where little or no market data is available that requires inputs significant to the fair value measurement and unobservable.

 

If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.

 

The fair value of the Company's lines of credit approximate the carrying value reflected on the condensed consolidated balance sheets, due to their short-term nature.

 

The fair value of the long-term portion of the Resource Plus Seller Notes is determined using a discounted cash flow methodology. Under this approach, the expected future cash flows of the notes are discounted to their present value using a discount rate derived from observable market data, such as current interest rates or yield curves for similar instruments. This valuation technique utilizes inputs classified as Level 2 under the ASC 820 fair value hierarchy. Accordingly, the carrying amount of the long-term portion of the Resource Plus Seller Notes approximates its fair value, as it represents the present value of the notes’ future cash flows.

 

The fair value of the long-term portion of the PC Group Unsecured Loan is determined using a discounted cash flow methodology. Under this approach, the expected future cash flows of the notes are discounted to their present value using a discount rate derived from observable market data, such as current interest rates or yield curves for similar instruments. This valuation technique utilizes inputs classified as Level 2 under the ASC 820 fair value hierarchy. Accordingly, the carrying amount of the long-term portion of the Unsecured Loan approximates its fair value, as it represents the present value of the notes’ future cash flows. The Company measures certain financial liabilities at fair value on a recurring basis, including the contingent cash settlement feature associated with the Unsecured Loan. The fair value of this liability is determined using a valuation model that incorporates significant unobservable inputs, including expected future stock price performance, volatility assumptions, and probability-weighted settlement scenarios. As such, this liability, which was determined to be effective as of April 2026, based on the issuance of common shares, is classified within Level 3 of the fair value hierarchy. Changes in the fair value of this liability will be recognized in earnings in the period in which they occur.

 
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block]

Restructuring costs and severance

 

Restructuring costs and severance include severance costs paid in connection with the reorganization of the Company's executive team and expenses related to the move of the Company's headquarters to Charlotte, NC.  For the three months ended  March 31, 2026 the Company recognized expense of $0.2 million.  The costs are presented separately on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.