| SCHEDULE OF SEGMENT REPORTING INFORMATION |
Segment
information for the three and six months ended June 30, 2026 and 2025, respectively, is as follows:
SCHEDULE OF
SEGMENT REPORTING INFORMATION
| | |
Building
Solutions | | |
Business
Services | | |
Energy
Services | | |
Investments | | |
Corporate
and Intersegment eliminations | | |
Total | |
| For
The Three Months Ended June 30, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 14,612 | | |
$ | 36,385 | | |
$ | 3,944 | | |
$ | 158 | | |
$ | (158 | ) | |
$ | 54,941 | |
| Cost
of revenues | |
| 11,454 | | |
| 18,570 | | |
| 2,048 | | |
| 74 | | |
| - | | |
| 32,146 | |
| Gross
profit (a) | |
| 3,158 | | |
| 17,815 | | |
| 1,896 | | |
| 84 | | |
| (158 | ) | |
| 22,795 | |
| Salaries
and related | |
| (1,786 | ) | |
| (14,369 | ) | |
| (583 | ) | |
| - | | |
| (1,229 | ) | |
| (17,967 | ) |
| Office
and general | |
| (1,074 | ) | |
| (2,032 | ) | |
| (506 | ) | |
| (157 | ) | |
| (1,104 | ) | |
| (4,873 | ) |
| Marketing
and promotion | |
| (11 | ) | |
| (982 | ) | |
| (8 | ) | |
| - | | |
| - | | |
| (1,001 | ) |
| Operating
expenses depreciation and amortization | |
| (101 | ) | |
| (213 | ) | |
| - | | |
| - | | |
| (10 | ) | |
| (324 | ) |
| Operating
income / (loss) | |
$ | 186 | | |
$ | 219 | | |
$ | 799 | | |
$ | (73 | ) | |
$ | (2,501 | ) | |
$ | (1,370 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| EBITDA
(loss) (b) | |
$ | 23 | | |
$ | 72 | | |
$ | 1,102 | | |
$ | (56 | ) | |
$ | (1,785 | ) | |
$ | (644 | ) |
| Total
depreciation and amortization | |
| (267 | ) | |
| (213 | ) | |
| (370 | ) | |
| (74 | ) | |
| (10 | ) | |
| (934 | ) |
| Interest
income / (expense), net | |
| (140 | ) | |
| (169 | ) | |
| (49 | ) | |
| 217 | | |
| 141 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Provision
for income tax | |
| - | | |
| (461 | ) | |
| - | | |
| - | | |
| 191 | | |
| (270 | ) |
| Net
income / (loss) | |
$ | (384 | ) | |
$ | (771 | ) | |
$ | 683 | | |
$ | 87 | | |
$ | (1,463 | ) | |
$ | (1,848 | ) |
| For
The Six Months Ended June 30, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 26,210 | | |
$ | 71,390 | | |
$ | 7,402 | | |
$ | 317 | | |
$ | (317 | ) | |
$ | 105,002 | |
| Cost
of revenues | |
| 21,411 | | |
| 36,129 | | |
| 3,963 | | |
| 149 | | |
| - | | |
| 61,652 | |
| Gross
profit (a) | |
| 4,799 | | |
| 35,261 | | |
| 3,439 | | |
| 168 | | |
| (317 | ) | |
| 43,350 | |
| Salaries
and related | |
| (3,378 | ) | |
| (29,461 | ) | |
| (1,266 | ) | |
| - | | |
| (2,602 | ) | |
| (36,707 | ) |
| Office
and general | |
| (2,241 | ) | |
| (4,161 | ) | |
| (884 | ) | |
| (249 | ) | |
| (1,935 | ) | |
| (9,470 | ) |
| Marketing
and promotion | |
| (23 | ) | |
| (1,879 | ) | |
| (21 | ) | |
| - | | |
| - | | |
| (1,923 | ) |
| Operating
expenses depreciation and amortization | |
| (191 | ) | |
| (405 | ) | |
| (19 | ) | |
| - | | |
| (20 | ) | |
| (635 | ) |
| Operating
income / (loss) | |
$ | (1,034 | ) | |
$ | (645 | ) | |
$ | 1,249 | | |
$ | (81 | ) | |
$ | (4,874 | ) | |
$ | (5,385 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| EBITDA
(loss) (b) | |
$ | (1,331 | ) | |
$ | (943 | ) | |
$ | 1,950 | | |
$ | (9 | ) | |
$ | (3,415 | ) | |
$ | (3,748 | ) |
| Total
depreciation and amortization | |
| (531 | ) | |
| (405 | ) | |
| (771 | ) | |
| (149 | ) | |
| (20 | ) | |
| (1,876 | ) |
| Interest
income / (expense), net | |
| (266 | ) | |
| (327 | ) | |
| (92 | ) | |
| 390 | | |
| 282 | | |
| (13 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Provision
for income tax | |
| - | | |
| 305 | | |
| - | | |
| - | | |
| (309 | ) | |
| (4 | ) |
| Net
income / (loss) | |
$ | (2,128 | ) | |
$ | (1,370 | ) | |
$ | 1,087 | | |
$ | 232 | | |
$ | (3,462 | ) | |
$ | (5,641 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As
of June 30, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts
receivable, net | |
$ | 7,940 | | |
$ | 22,000 | | |
$ | 4,971 | | |
$ | - | | |
$ | 29 | | |
$ | 34,940 | |
| Long-lived
assets, net of accumulated depreciation and amortization (c) | |
$ | 4,257 | | |
$ | 7,597 | | |
$ | 5,409 | | |
$ | 6,437 | | |
$ | 152 | | |
$ | 23,852 | |
| Total
assets | |
$ | 32,401 | | |
$ | 41,525 | | |
$ | 14,220 | | |
$ | 21,099 | | |
$ | (1,009 | ) | |
$ | 108,236 | |
| | |
Business
Services | | |
Corporate
and Intersegment eliminations | | |
Total | |
| For
The Three Months Ended June 30, 2025 | |
| | | |
| | | |
| | |
| Revenues | |
$ | 35,541 | | |
$ | - | | |
$ | 35,541 | |
| Cost
of revenues | |
| 16,906 | | |
| - | | |
| 16,906 | |
| Gross
profit (a) | |
| 18,635 | | |
| - | | |
| 18,635 | |
| Salaries
and related | |
| (14,460 | ) | |
| (377 | ) | |
| (14,837 | ) |
| Office
and general | |
| (1,646 | ) | |
| (1,147 | ) | |
| (2,793 | ) |
| Marketing
and promotion | |
| (971 | ) | |
| - | | |
| (971 | ) |
| Operating
expenses depreciation and amortization | |
| (243 | ) | |
| (2 | ) | |
| (245 | ) |
| Operating
income (loss) | |
$ | 1,315 | | |
$ | (1,526 | ) | |
$ | (211 | ) |
| | |
| | | |
| | | |
| | |
| EBITDA
(loss) (b) | |
$ | 954 | | |
$ | (1,106 | ) | |
$ | (152 | ) |
| Depreciation
and amortization | |
| (243 | ) | |
| (2 | ) | |
| (245 | ) |
| Interest
income (expense), net | |
| (157 | ) | |
| 211 | | |
| 54 | |
| | |
| | | |
| | | |
| | |
| Provision
for income taxes | |
| (372 | ) | |
| 27 | | |
| (345 | ) |
| Net
income (loss) | |
$ | 182 | | |
$ | (870 | ) | |
$ | (688 | ) |
| For
The Six Months Ended June 30, 2025 | |
| | | |
| | | |
| | |
| Revenues | |
$ | 67,407 | | |
$ | - | | |
$ | 67,407 | |
| Cost
of revenues | |
| 32,374 | | |
| - | | |
| 32,374 | |
| Gross
profit (a) | |
| 35,033 | | |
| - | | |
| 35,033 | |
| Salaries
and related | |
| (28,354 | ) | |
| (828 | ) | |
| (29,182 | ) |
| Office
and general | |
| (3,284 | ) | |
| (2,073 | ) | |
| (5,357 | ) |
| Marketing
and promotion | |
| (1,901 | ) | |
| - | | |
| (1,901 | ) |
| Operating
expenses depreciation and amortization | |
| (523 | ) | |
| (5 | ) | |
| (528 | ) |
| Operating
income (loss) | |
$ | 971 | | |
$ | (2,906 | ) | |
$ | (1,935 | ) |
| | |
| | | |
| | | |
| | |
| EBITDA
(loss) (b) | |
$ | 458 | | |
$ | (2,122 | ) | |
$ | (1,664 | ) |
| Total
depreciation and amortization | |
| (523 | ) | |
| (5 | ) | |
| (528 | ) |
| Interest
income (expense), net | |
| (278 | ) | |
| 403 | | |
| 125 | |
| | |
| | | |
| | | |
| | |
| Provision
for income taxes | |
| (448 | ) | |
| 71 | | |
| (377 | ) |
| Net
loss | |
$ | (791 | ) | |
$ | (1,653 | ) | |
$ | (2,444 | ) |
| As
of December 31, 2025 | |
Building
Solutions | | |
Business
Services | | |
Energy
Services | | |
Investments | | |
Corporate
and Intersegment eliminations | | |
Total | |
| Accounts
receivable, net | |
$ | 8,671 | | |
$ | 22,398 | | |
$ | 4,045 | | |
$ | - | | |
$ | 106 | | |
$ | 35,220 | |
| Long-lived
assets, net of accumulated depreciation and amortization (c) | |
$ | 4,320 | | |
$ | 7,934 | | |
$ | 7,235 | | |
$ | 6,586 | | |
$ | 167 | | |
$ | 26,242 | |
| Total
assets | |
$ | 34,105 | | |
$ | 43,418 | | |
$ | 12,526 | | |
$ | 21,689 | | |
$ | 1,493 | | |
$ | 113,231 | |
| (a) |
Gross
profit in the Business Services segment includes the direct staffing costs of salaries, payroll taxes, employee benefits, travel
expenses, and insurance costs for the Company’s contractors and reimbursed out-of-pocket expenses and other direct costs. The
region where services are provided, the mix of RPO and contracting, and the functional nature of the staffing services provided can
affect operating income and EBITDA. The salaries, commissions, payroll taxes, and employee benefits related to recruitment professionals
are included under the caption “Salaries and related” in the Condensed Consolidated Statements of Operations. |
| |
|
| (b) |
SEC
Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes, depreciation, and amortization. EBITDA is
presented to provide additional information to investors about the Company’s operations on a basis consistent with the measures
that the Company uses to manage its operations and evaluate its performance. Management also uses this measurement to evaluate working
capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income and net income prepared
in accordance with U.S. GAAP or as a measure of the Company’s profitability. |
| |
|
| (c) |
Comprised
of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. |
|
Segment
information for the year ended December 31, 2025 and 2024, respectively, is as follows:
SCHEDULE OF
SEGMENT REPORTING INFORMATION
| | |
Building
Solutions | | |
Business
Services | | |
Energy
Services | | |
Investments | | |
Corporate
and Intersegment Eliminations | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| For
the Year Ended December 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 27,578 | | |
$ | 139,652 | | |
$ | 4,929 | | |
$ | 212 | | |
$ | (212 | ) | |
$ | 172,159 | |
| Cost
of revenues | |
| 21,303 | | |
| 67,879 | | |
| 3,001 | | |
| 107 | | |
| - | | |
| 92,290 | |
| Gross
profit (a) | |
| 6,275 | | |
| 71,773 | | |
| 1,928 | | |
| 105 | | |
| (212 | ) | |
| 79,869 | |
| Salaries
and related | |
| (2,494 | ) | |
| (57,995 | ) | |
| (879 | ) | |
| - | | |
| (2,177 | ) | |
| (63,545 | ) |
| Office
and general | |
| (1,592 | ) | |
| (6,917 | ) | |
| (579 | ) | |
| (119 | ) | |
| (5,636 | ) | |
| (14,843 | ) |
| Marketing
and promotion | |
| (26 | ) | |
| (3,905 | ) | |
| (13 | ) | |
| - | | |
| (13 | ) | |
| (3,957 | ) |
| Operating
expenses depreciation and amortization | |
| (135 | ) | |
| (1,028 | ) | |
| (27 | ) | |
| - | | |
| (22 | ) | |
| (1,212 | ) |
| Operating
income (loss) | |
$ | 2,028 | | |
$ | 1,928 | | |
$ | 430 | | |
$ | (14 | ) | |
$ | (8,060 | ) | |
$ | (3,688 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| EBITDA
(loss), unaudited (b) | |
$ | 2,439 | | |
$ | 1,385 | | |
$ | 1,016 | | |
$ | (16 | ) | |
$ | (6,862 | ) | |
$ | (2,038 | ) |
| Total
depreciation and amortization | |
| (361 | ) | |
| (1,028 | ) | |
| (560 | ) | |
| (107 | ) | |
| (22 | ) | |
| (2,078 | ) |
| Interest
income (expense), net | |
| (212 | ) | |
| (510 | ) | |
| (99 | ) | |
| 283 | | |
| 798 | | |
| 260 | |
| Provision
for income tax | |
| - | | |
| (1,999 | ) | |
| - | | |
| - | | |
| (62 | ) | |
| (2,061 | ) |
| Net
income (loss) | |
$ | 1,866 | | |
$ | (2,152 | ) | |
$ | 357 | | |
$ | 160 | | |
$ | (6,148 | ) | |
$ | (5,917 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As
of December 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts
receivable, net | |
$ | 8,671 | | |
$ | 22,398 | | |
$ | 4,045 | | |
$ | - | | |
$ | 106 | | |
$ | 35,220 | |
| Long-lived
assets, net of accumulated depreciation and amortization (c) | |
$ | 4,320 | | |
$ | 7,934 | | |
$ | 7,235 | | |
$ | 6,586 | | |
$ | 167 | | |
$ | 26,242 | |
| Total
assets | |
$ | 34,105 | | |
$ | 43,418 | | |
$ | 12,526 | | |
$ | 21,689 | | |
$ | 1,493 | | |
$ | 113,231 | |
| | |
Business
Services | | |
Corporate
and Intersegment Eliminations | | |
Total | |
| For
the Year Ended December 31, 2024 | |
| | | |
| | | |
| | |
| Revenues | |
$ | 140,056 | | |
$ | - | | |
$ | 140,056 | |
| Cost
of revenues | |
| 69,904 | | |
| - | | |
| 69,904 | |
| Gross
profit (a) | |
| 70,152 | | |
| - | | |
| 70,152 | |
| Salaries
and related | |
| (56,943 | ) | |
| (1,366 | ) | |
| (58,309 | ) |
| Office
and general | |
| (7,295 | ) | |
| (3,408 | ) | |
| (10,703 | ) |
| Marketing
and promotion | |
| (3,584 | ) | |
| (4 | ) | |
| (3,588 | ) |
| Operating
expenses depreciation and amortization | |
| (1,350 | ) | |
| (11 | ) | |
| (1,361 | ) |
| Operating
income (loss) | |
$ | 980 | | |
$ | (4,789 | ) | |
$ | (3,809 | ) |
| | |
| | | |
| | | |
| | |
| EBITDA
(loss) (b) | |
$ | 1,119 | | |
$ | (3,588 | ) | |
$ | (2,469 | ) |
| Total
depreciation and amortization | |
| (1,350 | ) | |
| (11 | ) | |
| (1,361 | ) |
| Interest
income (expense), net | |
| (520 | ) | |
| 880 | | |
| 360 | |
| Provision
for incomes taxes | |
| (1,242 | ) | |
| (58 | ) | |
| (1,300 | ) |
| Net
loss | |
$ | (1,993 | ) | |
$ | (2,777 | ) | |
$ | (4,770 | ) |
| | |
| | | |
| | | |
| | |
| As
of December 31, 2024 | |
| | | |
| | | |
| | |
| Accounts
receivable, net | |
$ | 20,093 | | |
$ | - | | |
$ | 20,093 | |
| Long-lived
assets, net of accumulated depreciation and amortization (c) | |
$ | 8,410 | | |
$ | 26 | | |
$ | 8,436 | |
| Total
assets | |
$ | 45,273 | | |
$ | 7,310 | | |
$ | 52,583 | |
| (a) | Gross
profit in the Business Services segment includes the direct staffing costs of salaries, payroll
taxes, employee benefits, travel expenses, and insurance costs for the Company’s contractors
and reimbursed out-of-pocket expenses and other direct costs. The region where services are
provided, the mix of RPO and contracting, and the functional nature of the staffing services
provided can affect operating income and EBITDA. The salaries, commissions, payroll taxes,
and employee benefits related to recruitment professionals are included under the caption
“Salaries and related” in the Consolidated Statements of Operations. |
| | |
| (b) | SEC
Regulation S-K Item 229.10(e)1(ii)(A) defines EBITDA as earnings before interest, taxes,
depreciation and amortization. EBITDA is presented to provide additional information to investors
about the Company’s operations on a basis consistent with the measures that the Company
uses to manage its operations and evaluate its performance. Management also uses this measurement
to evaluate working capital requirements. EBITDA should not be considered in isolation or
as a substitute for operating income and net income prepared in accordance with U.S. GAAP
or as a measure of the Company’s profitability. |
| | |
| (c) | Comprised
of property and equipment, intangible assets and goodwill, net of accumulated depreciation
and amortization. |
|
| SCHEDULE OF REVENUE AND LONG-LIVED ASSETS BY GEOGRAPHICAL AREA |
A
summary of revenues for the three and six months ended June 30, 2026 and 2025 and net assets by geographic area as of June 30, 2026 and
December 31, 2025, were as follows:
SCHEDULE OF REVENUE AND LONG-LIVED
ASSETS BY GEOGRAPHICAL AREA
| | |
Australia | | |
United States | | |
United Kingdom | | |
Other | | |
Total | |
| For
The Three Months Ended June 30, 2026 | |
| | |
| |
| Revenue
(a) | |
$ | 18,079 | | |
$ | 25,846 | | |
$ | 5,424 | | |
$ | 5,592 | | |
$ | 54,941 | |
| For
The Three Months Ended June 30, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue
(a) | |
$ | 16,832 | | |
$ | 6,739 | | |
$ | 6,211 | | |
$ | 5,759 | | |
$ | 35,541 | |
| For
The Six Months Ended June 30, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue
(a) | |
$ | 35,505 | | |
$ | 48,263 | | |
$ | 10,223 | | |
$ | 11,011 | | |
$ | 105,002 | |
| For
The Six Months Ended June 30, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue
(a) | |
$ | 31,694 | | |
$ | 13,249 | | |
$ | 11,505 | | |
$ | 10,959 | | |
$ | 67,407 | |
| As
of June 30, 2026 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Long-lived
assets, net of accumulated depreciation and amortization (b) | |
$ | 46 | | |
$ | 21,814 | | |
$ | 50 | | |
$ | 1,942 | | |
$ | 23,852 | |
| Net
assets | |
$ | 2,046 | | |
$ | 43,386 | | |
$ | 2,074 | | |
$ | 12,291 | | |
$ | 59,797 | |
| As
of December 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Long-lived
assets, net of accumulated depreciation and amortization (b) | |
$ | 32 | | |
$ | 24,160 | | |
$ | 35 | | |
$ | 2,015 | | |
$ | 26,242 | |
| Net
assets | |
$ | 3,855 | | |
$ | 47,524 | | |
$ | 1,475 | | |
$ | 12,853 | | |
$ | 65,707 | |
| (a) |
Revenue
by geographic region disclosed above is net of any inter-segment revenue and, therefore, represents only revenue from external customers
according to the location of the operating subsidiary. |
| |
|
| (b) |
Comprised
of property and equipment, intangible assets and goodwill, net of accumulated depreciation and amortization. |
|
A
summary of revenues for the year ended December 31, 2025 and 2024 and net assets by geographic area as of December 31, 2025 and 2024,
were as follows:
SCHEDULE OF REVENUE AND LONG-LIVED
ASSETS BY GEOGRAPHICAL AREA
| | |
Australia | | |
United States | | |
United Kingdom | | |
Other | | |
Total | |
| For the Year Ended December 31, 2025 | |
| | |
| | |
| |
| Revenue (a) | |
$ | 68,839 | | |
$ | 60,504 | | |
$ | 21,100 | | |
$ | 21,716 | | |
$ | 172,159 | |
| For the Year Ended December 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue (a) | |
$ | 70,674 | | |
$ | 26,577 | | |
$ | 22,900 | | |
$ | 19,905 | | |
$ | 140,056 | |
| As of December 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Long-lived assets, net of accumulated depreciation and amortization (b) | |
$ | 32 | | |
$ | 24,160 | | |
$ | 35 | | |
$ | 2,015 | | |
$ | 26,242 | |
| Net assets | |
$ | 3,855 | | |
$ | 47,524 | | |
$ | 1,475 | | |
$ | 12,853 | | |
$ | 65,707 | |
| As of December 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | |
| Long-lived assets, net of accumulated depreciation and amortization (b) | |
$ | 20 | | |
$ | 6,667 | | |
$ | 16 | | |
$ | 1,733 | | |
$ | 8,436 | |
| Net assets | |
$ | 7,788 | | |
$ | 17,066 | | |
$ | 3,076 | | |
$ | 12,498 | | |
$ | 40,428 | |
| (a) | Revenue
by geographic region disclosed above is net of any inter-segment revenue and, therefore,
represents only revenue from external customers according to the location of the operating
subsidiary. |
| | |
| (b) | Comprised
of property and equipment, intangible assets and goodwill, net of accumulated depreciation
and amortization. |
|