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Note 18 - Subsequent Events
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 18  Subsequent Events

 

On December 1, 2025, HQ MRI entered into the Contribution Agreement with MRI Operations with an effective date of January 1, 2026 (the "Effective Date"). Pursuant to the Contribution Agreement, HQ MRI agreed to transfer, and MRI Operations agreed to accept, certain assets and liabilities associated with the MRINetwork, including those necessary for day-to-day activities, as of the Effective Date in exchange for MRI Operations issuing to HQ MRI 40% of the ownership units of MRI Operations (the "Transaction"). The closing of the transaction occurred on January 1, 2026. The Contribution Agreement contains customary representations, warranties, and covenants. The contract-staffing assets of the MRINetwork were not transferred as part of the Transaction and were retained wholly by HQ MRI. 

 

Also on December 1, 2025, HQ MRI and other members of MRI Operations, consisting of SA Talent, LLC, MR Ventures, LLC, Angott Search Group, TJAMB Entities, LLC, and Mark Schwartz, entered into the MRI Operations operating agreement (the "Operating Agreement") with an effective date of January 1, 2026. The Operating Agreement contains standard terms and provisions including those regarding management of MRI Operations, addition of new members and dissociation of existing members; allocation of profits and losses; transfers, purchases, and sales of membership interests; indemnification and personal liability; and dissolution and liquidation.

 

Discontinued Operations Assessment

Management evaluated the Transaction to determine whether it represents a strategic shift that has, or will have, a major effect on our operations and financial results. While the Transaction represents the contribution of certain assets and liabilities associated with the MRINetwork, management concluded that the Transaction does not constitute a strategic shift. This conclusion is based on, among other factors, the Transaction did not result in the elimination of a major line of business and did not alter our business model or long-term strategy, our continued involvement with MRINetwork through our 40% ownership interest, and the continued significance of the retained core franchise-based staffing operations, which remain the primary driver of revenues and cash flows. Accordingly, the Transaction does not meet the criteria for discontinued operations presentation and the results of the partial divested components have not been presented as discontinued operations in our consolidated financial statements.

 

Continuing Involvement

In connection with the Transaction, HQ MRI retained a 40% equity ownership interest in MRI Operations. As a result, we expect to continue to participate in the financial performance of MRI Operations through our equity interest. Our continuing involvement includes exposure to the risks and rewards associated with the underlying business and may include ongoing collaboration and strategic alignment with MRI Operations. Our continuing involvement is expected to persist for the foreseeable future and will be reflected in our financial statements in accordance with the applicable accounting guidance.