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Note 2 - Acquisitions

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Note 2 - Acquisitions

Business Combinations

Ready Temporary Staffing

On December 30, 2024, we completed our acquisition of certain assets of RTS with the terms of an Asset Purchase Agreement dated December 13, 2024, including two locations in Colorado, for $1.4 million. The acquisition of RTS expanded our presence in Colorado and grew our franchise base.

The fair values of the assets acquired and liabilities assumed were determined based on information available to us. The following table summarizes the values of the identifiable assets acquired and liabilities assumed as of the acquisition date.

(in thousands)
Cash consideration		$	1,400
Total consideration		$	1,400

Customer lists		$	490
Accounts receivable			374
Property and equipment			35
Goodwill			558
Other current liabilities			(47	)
Accounts payable			(10	)
Purchase price		$	1,400

Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers, and future cash flows after the acquisition of RTS. Goodwill is deductible for income tax purposes.

The following table presents unaudited pro forma information (in thousands, except per share data) assuming (a) the acquisition of RTS had occurred on January 1, 2023, (b) all of RTS’ operations had been converted to franchises on such date, and (c) none of the other acquisitions discussed in this Note 2 had occurred. The unaudited pro forma information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had in fact taken place on that date.

		*Three months ended*								*Nine months ended*
Unaudited (in thousands except per share data)		*September 30, 2025 (actual)*				*September 30, 2024*				*September 30, 2025 (actual)*				*September 30, 2024*
Total revenue		$	8,497			$	9,662			$	23,608			$	27,327
Net income (loss)			2,304				(2,111	)			4,727				1,807
Basic earnings (loss) per share		$	0.17			$	(0.15	)		$	0.34			$	0.13
Basic weighted average shares outstanding			13,959				13,834				13,941				13,817
Diluted earnings (loss) per share		$	0.16			$	(0.15	)		$	0.34			$	0.13
Diluted weighted average shares outstanding			13,976				13,924				13,962				13,907

These calculations reflect increased amortization expense, increased SG&A expense, the elimination of losses associated with the transaction, and the consequential tax effects that would have resulted had the acquisition closed on January 1, 2023.

In connection with the acquisition, we sold certain assets related to the operations of the acquired locations to a related party. In connection with the purchase, the buyer executed a franchise agreement with us related to the RTS locations. The aggregate sale price for the operating assets was approximately $617 thousand. In conjunction with the sale of assets acquired in this transaction, we recognized a gain of approximately $139 thousand. For more information see Note 3 - Related Party Transactions regarding the Worlds Franchisees.

Asset Acquisitions

EPIC Labor

On September 30, 2024 we completed our acquisition of the customer relationships of EPIC Labor ("EPIC") in accordance with the terms of the Asset Purchase Agreement dated September 30, 2024. EPIC was a premier provider of healthcare and life science staffing services to the employers in Arkansas for over 25 years.

The following table summarizes the estimated fair values of the identifiable assets acquired as of the acquisition date:

(in thousands)
Cash consideration		$	300
Total consideration		$	300

Customer relationships		$	300

We determined the EPIC transaction was an asset acquisition for accounting purposes as substantially all of the fair value of the gross assets acquired was concentrated in the customer relationships. Accordingly, no pro forma financial information is presented.

Immediately after the acquisition, we sold all of the assets acquired. In connection with their purchase, the buyers executed franchise agreements with us and became franchisees. The aggregate sale price for the assets was approximately $200 thousand. In conjunction with the sale of assets acquired in this transaction, we recognized a loss of approximately $100 thousand.