Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 3: Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements of the Company are prepared following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that is required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements can be condensed or omitted. Certain information and footnote disclosures normally included in our annual audited financial statements for the fiscal year ended December 31, 2025 have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods ended March 31, 2026 and 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2025. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year. The unaudited condensed consolidated financial statements reflect the operations of Lyneer Investments and our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. We operate as two operating segments; Domestic and International. Liquidity and Going Concern Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with lenders will remain available to us. In accordance with ASC Topic 205-40 — Going Concern (“Topic 205-40”), Management evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date the financial statements are issued. This evaluation includes considerations related to covenants contained in the Company’s credit facilities, forecasted liquidity, net losses and negative net working capital. Atlantic has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of its unaudited condensed consolidated financial statements. The Company expects that the acquisition of Circle8 will enhance its scale, liquidity, and access to capital, positioning the combined entity for potential premium valuation multiples and expanded international reach with established global clients. Management further anticipates that the transaction will drive operating efficiencies, improve profitability, and strengthen revenue stability through a diversified customer base and balanced geographic exposure across the United States and Europe. The unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company is also actively pursuing additional equity and debt financing alternatives and strategic partnerships. These plans are subject to successful execution and prevailing market conditions, and there can be no assurance that they will generate sufficient liquidity to alleviate the substantial doubt. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimated assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes may differ from management’s estimates and assumptions. Changes in estimates are reflected in reported results in the period in which they become known. Foreign Currency Translation Generally, the functional currency of operations outside the United States (“U.S.”) is the respective local currency, including the European Union euro and the Swiss franc. The assets and liabilities of all international subsidiaries are translated from the respective local currency to the U.S. dollar using exchange rates at the balance sheet date. Related translation adjustments are recorded as a component of accumulated other comprehensive loss. The Company's condensed consolidated statements of operations and comprehensive loss of all international subsidiaries are translated from the respective local currencies to the U.S. dollar using average exchange rates for the period covered by the statements of operations and comprehensive loss. Net Loss per Share The Company computes earnings per share in accordance with ASC 260 — Earnings per Share (“ASC 260”). Basic Earnings Per Share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Net income (loss) attributable to common stockholders is determined after consideration of amounts attributable to noncontrolling interests and after deducting dividends or dividend-like adjustments attributable to securities senior to common stock, including cumulative preferred dividends and other adjustments required to arrive at income (loss) available to common stockholders. ASC 260 requires basic and diluted EPS to be presented for entities with common stock or potential common stock and requires reconciliation of the numerators and denominators used in the calculations. Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effect of potentially dilutive securities. Potentially dilutive securities include stock options, restricted stock units, warrants, convertible instruments, contingently issuable shares and other equity-linked instruments, to the extent their effect is dilutive. The Company applies the treasury stock method to stock options, warrants and similar instruments and the if-converted method to convertible instruments, as applicable. Contingently issuable shares, are included in basic EPS only when all necessary conditions for issuance have been satisfied and are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period, to the extent dilutive, share-based awards issued to employees and non-employees which vest upon satisfaction of only a service condition are not considered contingently issuable shares under U.S. GAAP and are treated as having vested for the purpose of calculating diluted EPS. The Company’s capital structure includes participating securities. Participating securities are securities that may participate in undistributed earnings with common stock. Because the Series B Preferred Stock is entitled to participate in certain distributions with common stockholders, the Company applies the two-class method when required. Under the two-class method, earnings are allocated to common stockholders and participating securities based on their respective rights to receive dividends and share in undistributed earnings for the period, as if all current-period earnings had been distributed. Participating securities reduce EPS even if dividends are not actually paid. If the Company reports a net loss and the participating security does not have a contractual obligation to share in losses, no allocation of net loss is made to that participating security beyond the deduction of any earned or accumulated dividends. The Series B Preferred Stock does not have a contractual obligation to share in losses. The Company also evaluates the effect of redeemable noncontrolling interests on EPS. When a redeemable noncontrolling interest is in the form of common stock redeemable at other than fair value, adjustments to increase the carrying amount of the instrument to its redemption value may affect the EPS numerator. The Company has elected to treat the full periodic adjustment to redemption value of such redeemable noncontrolling interests as a deemed dividend to the holder. Accordingly, such adjustments reduce net income (loss) available to common stockholders in the calculation of basic and diluted EPS. This election is applied consistently. In periods in which the Company reports a net loss, diluted EPS is typically the same as basic EPS because the inclusion of potential common shares is usually antidilutive however, the Company must consider the effect of each instrument representing potential common shares on the diluted EPS calculation including potential dilutive effects of assumed conversion or exercise. Fair Value Measurements The Company is required to measure certain assets and liabilities at fair value in accordance with ASC Topic 820 — Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines fair value using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These techniques include the market approach, income approach and cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach converts future amounts, such as cash flows or earnings, into a single present value amount using current market expectations. The cost approach is based on the amount that would be required currently to replace the service capacity of an asset. The Company applies a three-level hierarchy to categorize inputs used in fair value measurements: Level 1 — quoted prices in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1 inputs, including quoted prices for similar assets or liabilities or inputs corroborated by market data; and Level 3 — unobservable inputs reflecting the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability. Assets and liabilities are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The determination of fair value often requires the use of significant estimates and assumptions, and actual results could differ from those estimates. Warrant Instruments The Company has issued various warrant instruments which, upon exercise, may entitle the holder to receive equity instruments of the Company or a subsidiary. The Company accounts for warrants as either equity-classified or liability classified based on an assessment of the instruments’ specific terms and applicable authoritative guidance pursuant to ASC Topic 480 — Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815 — Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stock and whether the instrument holders could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and at each reporting period end date while the warrants are outstanding. Liability classified warrants are initially measured at their fair value and remeasured at each reporting date with changes in fair value recognized within “other expenses, gains and losses” in the Company’s condensed consolidated statement of operations and comprehensive loss. Embedded Derivatives The Company has issued certain convertible and redeemable preferred stock and debt instruments that meet the definition of hybrid instruments. Pursuant to ASC 815, the Company evaluates embedded features in hybrid instruments to determine whether such features must be bifurcated and accounted for separately as derivative instruments. An embedded feature is bifurcated if: (i) the economic characteristics and risks of the embedded feature are not clearly and closely related to the host instrument, (ii) the feature meets the definition of a derivative, and (iii) the hybrid instrument is not remeasured at fair value with changes in fair value reported in earnings. If a feature qualifies for bifurcation, it is initially measured at fair value and subsequently remeasured at each reporting date until the host instrument is extinguished or the feature no longer qualifies for separate accounting. Gains and losses on bifurcated derivatives are reported within “other expenses, gains and losses” in the Company’s condensed consolidated statements of operations and comprehensive loss. Preferred Stock The Company evaluates its preferred stock issuances using guidance of ASC 480, specifically the SEC Materials guidance of ASC 480-10-S99-3A, which requires preferred securities of SEC registrants that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder or (iii) upon the occurrence of an event that is not solely within the control of the issuer. The Company classifies its issued and outstanding preferred securities that are mandatorily redeemable as liabilities, whereas under ASC 480 the Company classifies its preferred securities whose redemption is contingent upon an event not entirely within the control of the Company as mezzanine equity. Redeemable Noncontrolling Interests (“NCI”) Redeemable noncontrolling interests represent ownership interests in consolidated subsidiaries that are not attributable to the Company but are subject to redemption provisions that are not solely within the Company’s control. The Company classifies noncontrolling interests within mezzanine equity in accordance with ASC 480 and the SEC guidance in ASC 480-10-S99-3A if such interests are (i) currently redeemable at the option of the holder (ii) redeemable or contingently redeemable in the future at the option of the holder or (iii) redeemable automatically upon the occurrence of a specified event that is not certain to occur and is not solely within the control of the Company. Subsequent to initial recognition, if a redeemable noncontrolling interest is reflected in mezzanine equity and is currently redeemable, the Company adjusts the carrying amount of the redeemable noncontrolling interests to the greater of (i) the carrying amount after attribution of the noncontrolling interest’s share of net income (loss) and other comprehensive income (loss) and (ii) the maximum redemption value at the end of each reporting period. If the redemption value exceeds the carrying amount after attribution, the Company records an adjustment to increase the carrying amount to redemption value. For redeemable noncontrolling interests that are not currently redeemable, but probable of becoming redeemable in the future, the Company recognizes the adjustment to carry it at the redemption value (provided this exceeds the value of the instrument after the attribution of allocable gains and losses) either immediately or over time using the effective interest method, depending on which method management determines best reflects the economics of the instrument. At March 31, 2026 the Company had one outstanding redeemable noncontrolling interest. This redeemable noncontrolling interest resulted from the Circle8 Acquisition. The Company’s redeemable noncontrolling interest was probable of becoming redeemable in the future and accreted to its full redemption value during the period ending March 31, 2026. Adjustments to the redemption value are recorded as equity transactions and are recognized as reductions of retained earnings, or, in the absence of retained earnings due to an accumulated deficit, as reductions of additional paid-in capital. For purposes of earnings per share, the Company has elected to treat adjustments to the redemption value of redeemable noncontrolling interests as deemed dividends to the holders of such interests. Accordingly, these adjustments reduce net income (loss) attributable to common stockholders in the calculation of basic and diluted earnings per share. Joint and Several Liability Arrangements On August 31, 2021, in connection with IDC obtaining a controlling financial interest in Lyneer Investments by acquiring ninety (90%) percent of Lyneer Investments’ outstanding equity (the “Transaction”), Lyneer entered into several debt facilities under which it is jointly and severally liable for repayment with IDC. The Company measures obligations resulting from joint and several liability arrangements in accordance with ASC 405-40 — Obligations Resulting from Joint and Several Liability Arrangements (“ASC 405-40”). ASC 405-40 requires that when determining the amount of liability to recognize under a joint and several obligation, a reporting entity which is an obligor under a joint and several liability arrangement first look to the terms of a related agreement with its co-obligors and record an amount equal to what it is obligated to pay under that agreement, plus any amount it expects to pay on behalf of the co-obligors. If no agreement with the co-obligors exists a reporting entity should recognize the full amount that it could be required to pay under the joint and several liability obligations. The amounts recognized in the Company’s financial statements represents its portion of amounts Lyneer expects to repay under its respective joint and several liability agreements as of March 31, 2026 and December 31, 2025, respectively. As of the date of the Merger, the Company derecognized its joint and several debt obligations as it believed it was reasonably probable that IDC has the ability to repay their portion. See Note 8: Debt for more information and discussion regarding the Debt Allocation agreement. Segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer (“CEO”) is the CODM. The CODM reviews financial information presented on a consolidated domestic and consolidated international basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has two operating and reportable segments, which are Domestic and International operations. Business Combinations Business Combinations are accounted for under the acquisition method in accordance with ASC 805. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired to be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. Acquisitions that do not meet the definition of a business under ASC 805 are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition, rather the fair value of consideration transferred over the fair value of the net assets acquired is allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition. Goodwill Goodwill represents the excess of the sum of the fair value of the purchase price, the fair value of any noncontrolling interest retained, and the fair value of any previously held equity interest in the target over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is reviewed for impairment. In accordance with ASC Topic 350 — Intangibles-Goodwill and Other (“ASC 350”), goodwill is tested for impairment annually, at the reporting unit level and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company tests impairment annually during the fourth calendar quarter. Events that could indicate impairment include, but are not limited to, current economic and market conditions, including a significant adverse change in legal factors, business climate, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. In performing the impairment test, the Company utilizes the single step approach prescribed under ASC 350. This requires a comparison of the carrying value of the reporting unit to its estimated fair value and to the extent the carrying value exceeds the fair value, a charge is recorded up to the amount of goodwill in the reporting unit. Contingent Consideration Our acquisitions may include contingent consideration, which requires us to recognize the fair value of the estimated liability at the time of the acquisition. Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized on the condensed consolidated statements of operations and comprehensive loss. Cash payments to settle the contingent consideration liability within a relatively short period of time after the acquisition is completed are classified as investing activities in the condensed consolidated statements of cash flows. Cash payments to settle the contingent consideration liability up to the acquisition date fair value (including measurement period adjustments) that are not within a relatively short period of time are recorded as financing activities in the condensed consolidated statements of cash flows. Cash payments to settle contingent consideration liability in excess of the acquisition date fair value (including measurement period adjustments) are recorded as operating activities in the condensed consolidated statements of cash flows. Alternatively, in connection with acquisitions, we may enter into obligations to make contingent payments to certain selling shareholders, which are, in substance compensation for future services and not payment for the acquired business. Arrangements of this nature are considered transactions separate from the business combination, and costs incurred thereunder are accounted for as compensation expense. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assesses, on a quarterly basis, the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC Topic 740 — Income Taxes (“ASC 740”). ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. The assessment considers all available positive or negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company recognizes uncertain tax positions that it has taken or expects to take on a tax return. Management makes a determination as to whether it is more likely than not that an income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the Company were to incur an income tax liability from an uncertain tax position in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. Subleases If a leased building or portion thereof is subleased to a third party, the company accounts for the sublease in accordance with ASC 842. The lease liability and Right-of-Use (“ROU”) asset for the original lease remain on the balance sheet. Sublease rental income is recognized over the term of the sublease on a straight-line basis unless another systematic basis is more representative of the pattern of benefits. Costs related to the leased asset continue to be recognized as lease expense according to the original lease classification (operating or finance). Deferred Financing Costs Costs that are incremental and direct to obtaining debt financing are capitalized and amortized as a component of “interest expense” on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, over the term of the related debt based on the effective interest method. Unamortized deferred financing fees are presented as a contra-liability with respect to the associated outstanding debt on the Company’s consolidated balance sheets. Revenue Recognition The Company derives its revenues from four service lines: Temporary Placement Services, Brokerage Services, and Payrolling, Permanent Placement and Other Services. Revenues are recognized when promised services are delivered to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To determine revenue recognition for arrangements within the scope of ASC Topic 606 — Revenue from Contracts with Customers (“ASC 606”), the Company applies the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. Temporary Placement Services Revenue In Temporary Placement Services revenue, the Company provides a fully managed professional who meets the customer’s specifications for the duration of an assignment. The services performed by the Company include sourcing and recruiting the candidate, contracting and onboarding, payroll administration, compliance monitoring, and ongoing assignment management. As these services are interrelated, they are not considered to be individually distinct and therefore are accounted for as a single performance obligation. Temporary Placement Services revenue is recognized in the amount that the Company has the right to invoice when services are rendered by the contracted professionals assigned to customer engagements. Customers are invoiced concurrently with the cycle of approved timesheets, which align with the services provided. Most customers are invoiced monthly and payment terms can vary, but customers primarily have payment terms of between 14 to 30 days. As such, revenue is recognized over time with the delivery of services. As the business is driven primarily by large customers with high credit scores, credit checks are not usually performed in our International segment. Revenues that have been recognized but not invoiced for Temporary Staffing Services customers are included in “unbilled accounts receivable” on the accompanying consolidated balance sheets and represent a contract asset under ASC 606. Terms of collection vary based on the customer; however, payment generally is due within 30 days. All engagement professionals placed on temporary assignment by the Company are not employees of the Company; however, the Company assumes the risk of acceptability of its engagement professionals to its customers. In addition, the Company bears the responsibility to address performance issues related to the professional on assignment, and to arrange replacements for this professional when requested by the customer. The Company records Temporary Staffing Services revenue on a gross basis as a principal. The Company has concluded that gross reporting is appropriate because it (i) performs the sourcing, recruiting, and qualification of suitable professionals through its supplier network, (ii) is primarily responsible for the fulfillment of the services to the end customer, (iii) bears the risk associated with performance issues, including the obligation to replace a professional if required by the customer, (iv) has discretion in setting the prices for their services, and (v) bears the inventory risk, as they are obligated to pay the professional regardless of if they are paid. Brokerage Services Revenue Brokerage Services include both Contract Management and Managed Service Provider (“MSP”) services, both of which consist of administrative-related functions in which the Company does not control the professionals’ services to customers. Contract Management Revenue For Contract Management revenue, the Company provides administrative, contractual, payroll, and compliance management for a professional already selected by the end‑customer. The Company does not perform sourcing or recruiting activities. The Company’s role is to act as an arranger, managing and coordinating the administrative activities described in the agreement rather than providing the underlying professional services. The services performed by the Company include drafting and executing assignment documentation, onboarding the contractor into the Company’s systems, administering time capture and invoicing workflows, processing payroll, ensuring tax and regulatory compliance, and monitoring ongoing assignment requirements. As these administrative services are interrelated, they are not considered to be individually distinct and therefore are accounted for as a single performance obligation. Contract Management revenues are recognized in the amount the Company has the right to invoice for administrative, contractual, payroll, and compliance support provided for professionals who have been selected directly by the customer. The Company invoices customers based on approved hours worked by the customer‑designated professional, applying a fixed administrative fee or marginal rate for these activities provided by the Company. In most cases, the customer sets the hourly rate for both the professional as well as the administrative fee for the Company. Most customers are invoiced monthly and payment terms can vary, but customers primarily have payment terms of approximately 14 to 30 days. As such, revenue is recognized over time with the delivery of services. As the business is driven primarily by large customers with high credit scores, credit checks are not usually performed. Revenues that have been recognized but not invoiced for Contract Management customers are included in “contract assets” on the accompanying unaudited condensed consolidated balance sheets and represent a contract asset under ASC 606. Terms of collection vary based on the customer; however, payment generally is due within 30 days. The Company enters into a contractor agreement directly with each professional assigned to an engagement. However, this is solely for the purpose of the contract management services and does not render the professional a legal employee of the Company. The Company is not responsible for performance issues related to the work of the professional, and they are only allowed to replace the professional upon request and approval from the customer. The Company records Contract Management revenue on a net basis as an agent. The Company has concluded that net reporting is appropriate because the services provided under Contract Management constitute administrative and brokerage-related activities rather than control over the underlying services. Specifically, (i) the Company does not have discretion over choosing the professional who is performing the services, as the individuals have been chosen directly by the customer, (ii) the Company’s role is limited to administrative and compliance‑related functions rather than activities which relate to the services performed by the professional, and (iii) the Company has limited discretion over pricing, as the administrative fee is usually set by the customer. Managed Service Provider (“MSP”) Services For Managed Service Provider (“MSP”) revenue, the Company provides end-to-end hiring management services for customers seeking to hire temporary labor, seconded staff, and self-employed professionals. The services performed by the Company include coordination with pre-approved workforce suppliers during the hiring process, posting and managing job vacancies, onboarding and offboarding contractors, and performing hiring administration. As these services are interrelated, they are not considered to be individually distinct and therefore are accounted for as a single performance obligation. Managed Service Provider revenues are recognized in the amount the Company has the right to invoice for supplier coordination and hiring administration. The Company invoices customers based on approved hours worked by the customer‑designated professional, applying a fixed administrative fee as agreed upon in the contract. Most customers are invoiced monthly and payment terms can vary, but customers primarily have payment terms of approximately 14 to 30 days. As such, revenue is recognized over time with the delivery of services. As the business is driven primarily by large customers with high credit scores, credit checks are not usually performed. Revenues that have been recognized but not invoiced for Managed Service Provider customers are included in “contract assets” on the accompanying unaudited condensed consolidated balance sheets and represent a contract asset under ASC 606. Terms of collection vary based on the customer; however, payment generally is due within 30 days. The Company enters into a separate agreement directly with each professional who is contracted for temporary employment at the end customer. However, this is solely for the purpose of the administrative services and does not render the professional a legal employee of the Company. The Company is not responsible for performance issues related to the work of the professional. The Company records Managed Service Provider revenue on a net basis as an agent. The Company has concluded that net reporting is appropriate because the services represent arranger and administrative activities rather than control over the underlying professional services. Specifically, (i) the Company does not have full discretion over choosing the professional who is performing the services, as they merely facilitate hiring process among the pre-approved suppliers, (ii) the Company’s role is limited to administrative, coordination, and hiring management functions rather than activities which relate to the providing or directing the performance of the professional, and (iii) the Company does not assume responsibility for, nor does it control, the performance or quality of services provided by the professional. Payrolling Revenue For Payrolling revenue, the Company provides professionals, who they employ, to customers for assignments. The Company assumes employer obligations; social contributions, compliance, and other legal responsibilities, while the client maintains operational supervision over the specific assignment. As these services are interrelated, they are not considered to be individually distinct and therefore are accounted for as a single performance obligation. Payrolling revenue is recognized in the amount which the Company has a right to invoice when the services are rendered by its engagement professionals. The Company invoices its customers for temporary placement services concurrently with each periodic payroll which coincides with the services provided. While all customers are invoiced weekly and payment terms vary, the majority of our customers have payments terms of 14 to 30 days. As such, revenue is recognized over time with the delivery of services. As the business is driven primarily by large customers with high credit scores, credit checks are not usually performed. Revenues that have been recognized but not invoiced for temporary staffing customers are included in “contract assets” on the accompanying unaudited condensed consolidated balance sheets and represent a contract asset under ASC 606. Terms of collection vary based on the customer; however, payment generally is due within 30 days. The engagement professionals placed on assignment by the Company are legally employees of the Company while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security, and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers. The Company records Payrolling revenue on a gross basis as a principal, as there is no third party involved. Other Comprehensive Loss Other comprehensive loss is recorded in accumulated other comprehensive loss as a component of stockholders’ equity and consists of foreign currency translation adjustments from foreign subsidiaries and noncontrolling interests where the functional currency is not the U.S. dollar, Recent Accounting Pronouncements Standards Recently Adopted In May 2025, the FASB issued ASU 2025-03 — Business Combinations (Topic 805) and Consolidation (Topic 810) (“ASU 2025-03”) to improve the requirements for identifying the accounting acquirer in Topic 805. Under ASU 2025‑03, when a business combination is effected primarily through the exchange of equity interests, the reporting entity must apply the factors in ASC 805‑10‑55‑12 through 55‑15 to determine the accounting acquirer, regardless of whether the legal acquiree is a variable interest entity (“VIE”). Accordingly, we evaluate the guidance in ASC 805‑10‑55‑12 through 55‑15 to determine which entity should be identified as the accounting acquirer. The Company adopted ASU 2025-03 in the interim period March 31, 2026; however, the guidance was not applicable to the Circle8 transaction. On April 23, 2026, the FASB issued ASU 2026-01 Equity (Topic 505), Initial measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (“ASU 2026-01”). The ASU requires paid-in-kind (“PIK”) dividends to be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. The measurement will be used for both recording the dividend in the financial statements and calculating earnings per share. The new guidance does not change when PIK dividends are recorded or when they impact earnings per share. It is effective for all entities for annual reporting periods beginning after December 15, 2026 (and interim periods within those annual periods) with early adoption permitted. The Company early adopted ASU 2026-01 in the interim period ending March 31, 2026. The Company does not believe these ASUs have a material effect on its consolidated financial statements. Standards Not Yet Adopted In November 2024, the FASB issued ASU 2024-03 — Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”) to improve the disclosures about an entity’s expenses and provide more detailed information about the types of expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The Company plans to adopt ASU 2024-03 for the reporting period ended December 31, 2026. In January 2025, the FASB issued ASU 2025-01 — Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2025-01”) to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company plans to adopt ASU 2025-01 for the annual reporting period December 31, 2026 and interim periods for the quarterly reporting period March 31, 2027. In December 2025, the FASB issued ASU 2025-11 — Interim Reporting (Topic 270) (“ASU 2025-11”) to clarify interim disclosure requirement and the applicability of Topic 270. An amendment added a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities. The Company plans to adopt ASU 2025-11 for the reporting period December 31, 2027. The Company does not believe any other recently issued but not yet effective accounting pronouncements will have a material effect on its consolidated financial statements.
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