Accounting and Financial Structure - Proficient Auto Logistics, Inc. has been identified as the designated accounting acquirer of the Founding Companies, with Proficient Transport as the designated accounting predecessor, affecting comparability in financial results [22]. Business Segments and Revenue - The Company operates two segments: Company Drivers and Subhaulers, with Company Drivers generating revenue through long-term contracts and Subhaulers utilizing independent contractors for transportation services [26][33]. - In 2025, five OEM customers accounted for approximately 59% of the Company's combined operating revenue, highlighting reliance on key customers [44]. - For the years ended December 31, 2025 and 2024, 36% of combined revenue came from Company-operated vehicles, indicating a strategy to maximize profitability through owned assets [40]. Operational Efficiency and Technology - The Company expects to increase its operating margin through improved asset utilization and operational efficiencies, with a focus on enhancing route density and backhaul opportunities [38]. - The Company anticipates ongoing technology enhancements to improve route planning and centralize accounting and financial reporting activities [25]. - The primary performance indicators for both segments are operating margins, which are influenced by customer rates, operating expenses, and transportation volumes [32][35]. - The Company has consolidated certain facilities to improve operational efficiency and balance coverage versus growth capacity [62]. Service Expansion and Market Opportunities - The Company aims to expand its service offerings and customer relationships, particularly through regional auto storage yards for major automotive OEMs [37]. - The auto transportation and logistics industry is highly fragmented, presenting opportunities for acquisitions of smaller regional providers to enhance network density and operational synergies [42]. Safety and Employee Management - The Company maintains a strong commitment to safety and training, which is expected to assist in attracting and retaining quality employees [50]. - Approximately 825 employees were reported as of December 31, 2025, with no employees subject to collective bargaining agreements [65]. Fuel Management and Environmental Initiatives - The Company exclusively utilizes renewable diesel and biodiesel blends, with biodiesel content up to 20% (B20), to enhance fuel efficiency and reduce emissions [57]. - In 2026, all operating companies are expected to transition to a centralized contracted fuel purchasing program, improving cost tracking and operational efficiency [59]. - The Company manages fuel purchasing to optimize supply security and cost, participating in the EPA SmartWay program to leverage efficiency technologies [57]. - The Company focuses on enhancing operational resilience and stakeholder value through targeted initiatives to reduce greenhouse gas emissions and improve fuel efficiency [53]. - The Company is testing new equipment and leveraging alternative fuel technologies as part of ongoing initiatives to contribute to emissions reductions [56]. Financial Challenges - Significant inflation has impacted insurance and claims costs, as well as the cost of acquiring new equipment and parts for maintenance [298]. - The Company has implemented a fuel surcharge program to mitigate the effects of fluctuating fuel prices, although it does not fully protect against short-term increases [299].

Compliance and Regulatory Issues - The company received a deficiency letter from Nasdaq on January 6, 2026, indicating non-compliance with the minimum bid price requirement of $1.00 per share, based on the closing bid price for the last 30 consecutive business days[35]. - The company has a compliance period of 180 days until July 6, 2026, to regain compliance with the minimum bid requirement, needing the closing bid price to meet or exceed $1.00 for at least ten consecutive business days[37]. - The company has received notices from Nasdaq regarding non-compliance with continued listing standards, which could lead to delisting and adversely affect market liquidity[171]. - The company has elected to take advantage of reduced reporting requirements as an emerging growth company, which may affect the comparability of its financial statements[159]. - Compliance with payment card network operating rules is critical, as violations could result in fines and affect the company's ability to offer services[219]. - Compliance with evolving data privacy laws, such as the GDPR, could result in penalties of up to €20 million or 4% of annual worldwide revenue for non-compliance[229]. - The U.K.'s exit from the EU has created regulatory uncertainty, particularly regarding data protection laws, with potential penalties for non-compliance of up to £17.5 million or 4% of worldwide revenues[230]. - The evolving regulatory landscape regarding user privacy and data protection may increase compliance costs and complexity in delivering services[231]. Mergers and Acquisitions - The company entered into a Merger Agreement on October 12, 2025, to merge with House of Doge Inc., with the expectation that the merger will be finalized by May 29, 2026[41][44]. - In connection with the merger, the company will issue approximately 663,250,176 shares of its common stock to holders of House of Doge's shares, with House of Doge becoming the majority shareholder post-merger[42]. Financial Performance and Revenue - The company incurred a net loss of $15,890,509 and $3,288,519 for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $30,538,211 as of December 31, 2025[169]. - Approximately 99% of the company's revenue has historically come from corporate relationships, indicating a high dependency on a limited number of clients[173]. - The revenue model primarily relies on business-to-business tournament-related fees, with a focus on developing a direct-to-consumer model for future growth[178]. - The company generates substantially all revenues from advertising fees related to tournaments, with plans to expand digital and on-campus presence at colleges and universities across the U.S.[225]. - Corporate relationships accounted for 99% of revenue from inception through December 31, 2025, indicating a high dependency on a limited number of clients and vendors[222]. User Engagement and Community Development - The company aims to create a differentiated marketing channel for advertisers targeting Gen Z and Millennial gamers through its community-driven platform[51]. - The company has executed strategic partnerships with Learfield Communications, expanding its reach across nearly 200 universities for digital and physical activations[55]. - The company aims to leverage its Brag House platform to enhance user engagement and monetize through in-game transactions and advertising partnerships[69]. - The Bragging Functionality incentivizes user participation and community formation, enhancing engagement through in-application currency called Brag Bucks[81]. - The company emphasizes user retention through continuous platform updates and partnerships with gaming corporations and universities[104]. - The company is focused on increasing its workforce, particularly in development, marketing, production, and sales teams over the next 12 months[151]. - Brag House's platform is designed to foster an inclusive community, aiming to increase user acquisition and engagement across various demographics[150]. - The company plans to expand its community of casual gamers, which represents over 99% of all gamers globally, presenting significant growth opportunities[133]. Marketing and Advertising Strategies - The company has seen a 46% year-over-year increase in impressions from 2020 to 2025, indicating strong growth in community engagement[50]. - The average engagement rate across marketing platforms is 6.5%, significantly higher than the industry average of 1.5%[109]. - Cost per thousand impressions (CPM) is $3.26, nearly half the gaming industry average of $5.64, while cost per click (CPC) is $0.39, compared to the industry average of $0.70[109]. - The company prioritizes optimizing gamer experience, which may limit advertising revenue but aims to enhance long-term monetization potential[226]. - The company’s marketing strategy includes eight primary channels, focusing on college campuses and leveraging social media to reach potentially hundreds of millions of users[126]. Product Development and Technology - The company is developing a proprietary machine learning-based SaaS platform for anonymized predictive data insights into Gen Z behavior, with a beta version expected by Q3 2026[56]. - The company expects to have a beta version of the new software ready by Q3 2026, followed by A/B testing in Q4 2026[94]. - The development of the data insights revenue model is seen as a strategic advantage for enhancing brand partnerships and marketing solutions[102]. - The company must continue to develop engaging tournaments and leverage popular games to remain competitive in the market[189]. - The company’s growth is contingent on effective interoperability with mobile operating systems, which it does not control, potentially impacting user engagement[216]. Risks and Challenges - The company anticipates that it may not achieve profitability in the near term, which could adversely affect its ability to raise capital and continue operations[170]. - The company is subject to risks associated with operating in a rapidly evolving industry, which may impact its ability to monetize its gaming platform effectively[177]. - Intense competition in the amateur gaming industry may lead to a decline in revenue, margins, and profitability if competitors launch more successful platforms or tournaments[183]. - Negative gamer perceptions about the brand and platform could harm the business and increase costs associated with addressing gamer concerns[197]. - Data privacy and security practices are critical, as any perceived inadequacies could lead to data breaches and affect user trust[201]. - The company faces significant risks related to data security breaches, which could lead to legal liabilities and harm its profitability and reputation[202]. - Cybersecurity threats pose ongoing risks to the company's gaming platform and infrastructure, potentially disrupting operations and degrading user experience[204]. - The company relies on third-party payment processors for transactions, and any issues with these processors could undermine user trust and operational efficiency[217]. - The company faces risks from over-reliance on third-party relationships, which could lead to unanticipated costs and impact financial performance[222]. - Changes in the online advertising market could adversely affect the company's ability to increase advertising revenue and profitability[225]. - The company may incur significant legal and remediation costs due to potential system failures or cyber-attacks affecting user data and services[221].

Portfolio Composition - As of December 31, 2025, the portfolio consisted of 37 companies with a fair value of $172.7 million, comprising 80.76% first lien investments and 19.24% equity or other positions[19] - The industry composition of the portfolio included Professional Services (14.50%), IT Services (9.18%), and Insurance (8.87%), among others, totaling 100%[20] - As of December 31, 2025, the total fair value of investments is $172,658,862, with Investment Rating 2 comprising 64.9% of the portfolio[56] - The total number of investments in the portfolio decreased from 71 as of December 31, 2024, to 68 as of December 31, 2025[56] - The Company’s portfolio at fair value consisted of 80.76% first lien investments and 19.24% equity, warrant, or other positions as of December 31, 2025[105] Investment Strategy - The investment strategy includes standalone first and second lien loans, unitranche loans, and selective investments in unsecured debt and equity through warrants[34] - The investment strategy focuses on established companies with a history of positive operating cash flow and strong management teams[38] - The company targets middle-market companies with annual revenues of at least $50 million and EBITDA of at least $15 million, with typical investments ranging from $5 million to $25 million[36] - The current investment environment shows reduced availability of capital for middle-market companies, leading to less competition and higher quality deal flow[30] - Middle-market debt investments are generally priced more attractively, offering stronger covenant packages and higher interest rates compared to larger public debt financings[32] Management and Advisory - The Adviser is responsible for sourcing investment opportunities and monitoring portfolio companies, ensuring a disciplined approach to risk management[21] - The Adviser manages assets totaling $21.3 billion as of December 31, 2025, providing a significant advantage in investment opportunities[35] - The Adviser emphasizes disciplined underwriting policies and rigorous portfolio management, requiring majority approval from the Investment Committee for all initial investments[35] - The Adviser seeks to structure debt investments with strong protections, including default penalties and financial covenants, to minimize capital loss risk[37] - The Adviser utilizes extensive relationships with private equity sponsors and intermediaries to source attractive investment opportunities[39] - The Adviser provides managerial assistance to portfolio companies, which may include monitoring operations and consulting, potentially generating fees for these services[65] Financial Performance and Fees - The average total yield of debt and income-producing securities was 10.34%, while the average total yield on the total portfolio was 7.71%[19] - The Base Management Fee is calculated at an annual rate of 1.75% of gross assets, which includes assets purchased with borrowed funds[74] - The Income-Based Fee is 20.0% of Pre-Incentive Fee Net Investment Income exceeding a 2.0% hurdle rate, with a catch-up provision for income between 2.0% and 2.5%[78] - Pre-Incentive Fee Net Investment Income does not include realized capital gains or losses, and it is possible to pay an Incentive Fee in a loss quarter if the Pre-Incentive Fee Net Investment Income exceeds the hurdle rate[80] - The cumulative incentive compensation accrued for the preceding 11 quarters was $9,000,000, while 20.0% of the cumulative net increase in net assets was $8,000,000, which did not exceed the cumulative fees accrued[90] Market Conditions and Competition - Private equity firms had over $1.0 trillion of uncalled capital in the US as of December 3, 2025, indicating robust demand for debt capital[32] - The company faces competition from larger public and private funds, commercial banks, and private equity funds, which may have access to funding sources not available to the company[66] - The company is positioned to leverage current market conditions to structure attractively priced debt investments with potential return-enhancing mechanisms[35] Regulatory Compliance - The company must ensure that qualifying assets represent at least 70% of total assets when acquiring new assets, as per the 1940 Act[121] - The company is prohibited from acquiring more than 3% of the voting stock of any registered investment company without obtaining exemptive relief from the SEC[120] - The company is subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless it meets specific distribution requirements[146] - To qualify as a Regulated Investment Company (RIC), the company must distribute at least 90% of its investment company taxable income to stockholders[143] - The company must derive at least 90% of its gross income from specific sources to maintain its RIC status[151] Interest Rate Sensitivity - 98.0% of the company's debt investments bear interest based on floating rates, such as SOFR and the Prime Rate[500] - A 1.00% increase in interest rates would increase net interest income by approximately 44.27%, while a decrease would reduce it by 41.77%[501] - A 2.00% increase in interest rates would increase net interest income by approximately 89.87%, while a decrease would reduce it by 83.54%[501]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-42714 LIGHTWAVE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or ...

Financial Performance - Total revenue for the year ended December 31, 2025, was $4,949,916, a significant increase from $807,089 in 2024, representing a growth of approximately 512%[70] - The gross profit for 2025 was $804,777, compared to $784,390 in 2024, indicating a slight increase of about 2.5%[70] - The net loss for the year 2025 was $726,890, compared to a net loss of $114,261 in 2024, reflecting a deterioration in financial performance[70] - The operating loss for the Company in 2025 was reported at $(293,617), an improvement from $(312,358) in 2024[195][196] - Total operating expenses for 2025 were $1,098,394, slightly higher than $1,096,748 in 2024, indicating stable cost management[197][199] - The company reported interest income of $157,198 in 2025, up from $152,123 in 2024, suggesting improved financial income streams[197][199] Assets and Liabilities - Cash and cash equivalents increased to $133,064 in 2025 from $114,138 in 2024, showing a growth of approximately 16.6%[66] - Total assets rose to $16,652,523 in 2025, up from $15,040,664 in 2024, marking an increase of about 10.7%[68] - Total liabilities increased to $2,966,716 in 2025 from $1,414,940 in 2024, representing a significant rise of approximately 109%[68] - Total cash, cash equivalents, and restricted cash at the end of 2025 amounted to $328,414, up from $309,488 in 2024[89] Shareholder Information - The company reported a weighted average of 14,979,672 shares outstanding in 2025, compared to 14,958,817 shares in 2024, indicating a slight increase in shares[72] - The Company has authorized 100,000,000 shares of common stock, with 15,149,705 shares issued and outstanding as of December 31, 2025, compared to 14,958,817 shares in 2024, indicating a growth of about 1.3%[156] - The Company has 2,232,879 shares of preferred stock issued or outstanding, an increase from 1,607,886 shares in 2024, representing a growth of approximately 38.7%[155] - The Company declared dividends of $112,191 in 2025, compared to no dividends declared in 2024[69] - A dividend of $0.0025 per share was declared for each quarterly period from June 30, 2025, through June 30, 2026, totaling $37,852 paid to shareholders[200] Investments and Income - The company anticipates future royalty income from investments in various mining projects, real estate, and technologies, primarily in eastern Kentucky, Indiana, and Limpopo, South Africa[100] - The company recorded total investments in corporations and LLCs of $10,248,661 as of December 31, 2025, slightly up from $10,235,925 in 2024[120] - The company has a 41.75% ownership interest in FUB Mineral LLC, with passthrough activity recorded as $12,736 in 2025, up from $5,491 in 2024[122] - The company holds a 9.9% ownership interest in Ferrox Holdings Ltd., which focuses on mining operations in South Africa[123] - The Company has rental income of $2,500 per month from property in Pike County, Kentucky, with a total consideration of $149,150 paid for the rights[139] Stock and Compensation - Stock-based compensation for board members includes 25,000 warrants at an exercise price of $1.00 per share, with a vesting term of three years[105] - The total stock-based compensation expense for warrants to directors was $27,626 for the year ended December 31, 2025, compared to $6,906 in 2024, reflecting an increase of approximately 300%[159] - The Company has $41,437 of unrecognized compensation cost related to unvested stock warrants as of December 31, 2025, down from $75,971 in 2024, indicating a decrease of approximately 45.4%[160] Tax and Regulatory Matters - The provision for income taxes was deemed de minimis for the years ending December 31, 2025, and 2024[112] - The Company has no uncertain tax positions and has recognized any interest and penalties related to uncertain tax positions through its income tax expense[109] - The effective income tax rate is lower than the U.S. federal statutory rate of 21% due to certain expenses being deductible for tax purposes but not for financial reporting[170] Market and Operational Insights - The expected volatility for the Company's warrants increased to 35.61% in 2025 from 25.02% in 2024, indicating a higher risk perception in the market[178] - The Company plans to leverage its power infrastructure to support digital currency operations, including hosting or managing mining activities[193] - The Company is involved in various claims and litigation, but management believes the resolution will not materially impact its financial position[185] - The Company operates in segments including Corporate, RMC, RMCES, and Vault, with all revenue-generating activities concentrated in eastern Kentucky, Indiana, and Limpopo, South Africa[187][189]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40233 ROYALTY MANAGEMENT HOLDING CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Flo ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on December 15, 2025, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 each[20]. - An additional $4,950,000 was generated from the private sale of 495,000 Private Placement Units, bringing total gross proceeds to $177,450,000[21]. - A total of $172,500,000, consisting of $168,975,000 from the IPO and $3,525,000 from the Private Placement, has been placed in a Trust Account[22]. - The company has funds available for a Business Combination amounting to $172,766,305 as of December 31, 2025, before redemptions and taxes[79]. - The company has access to up to $693,507 from the proceeds of the Initial Public Offering and Private Placement held outside of the Trust Account[128]. - The company incurred total fees of $10,350,000 during the Initial Public Offering, including a cash underwriting fee of $3,450,000 and a Deferred Fee of $6,900,000[200]. Business Combination Strategy - The company must complete its initial Business Combination by December 15, 2027, or face termination and distribution of Trust Account funds[23]. - The focus will be on acquiring international companies, particularly in the Pan-Eurasian region and Africa, to leverage competitive advantages in the U.S. market[25]. - The company intends to focus its initial search efforts on the Pan-Eurasian region, including developed economies in Western Europe and developing markets in Eastern Europe and Asia[49]. - Target businesses are expected to have an equity value between $200 million and $2 billion and demonstrate a clear plan for shareholder value creation, including revenue growth and margin expansion[55]. - The company will prioritize industries with established business models and proven profitability, particularly in natural resources and related sectors[56]. - The management team has extensive experience in SPACs and international investments, enhancing the likelihood of successful Business Combinations[31]. Shareholder Considerations - Public shareholders may experience dilution due to the conversion of Founder Shares and Private Placement Rights, potentially impacting share value[40]. - The Founder Shares will convert into Class A Ordinary Shares on a one-for-one basis at the time of the initial Business Combination, with potential adjustments based on additional Class A shares issued[41]. - Public Shareholders may experience significant dilution if additional funds are raised through equity or convertible debt issuances, particularly due to anti-dilution provisions[42]. - Public Shareholders will have the opportunity to redeem their shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[66]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[98]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[112]. Risks and Challenges - The company may face increased competition from other SPACs for attractive targets, which could impact the terms of acquisition negotiations[64]. - The company may face competition from other SPACs, private equity groups, and public companies, which may have greater financial and technical resources[132]. - The company may not be able to return $10.00 per Public Share to shareholders if bankruptcy claims deplete the Trust Account[129]. - The company may depend on loans from its Sponsor or Management Team if net proceeds from the Initial Public Offering and Private Placement are insufficient to fund its search for a target business[144]. - The company may face adverse developments in the financial services industry, including liquidity issues and defaults, which could negatively impact its business and financial condition[143]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial Business Combination[142]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $37,028, primarily from interest income of $266,306 on marketable securities, offset by operating costs of $229,278[199]. - Cash used in operating activities for the year ended December 31, 2025, was $252,205, with changes in operating assets and liabilities consuming $98,043 of cash[201]. - The company has no long-term debt or capital lease obligations, with administrative service fees of $10,000 per month incurred starting December 11, 2025[209]. - The company lacks sufficient liquidity to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[208]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements[137]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[139]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[140]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prohibit the transaction[149]. Miscellaneous - The company has not encountered any cybersecurity incidents since its IPO, but acknowledges the risks associated with cybersecurity vulnerabilities[171]. - There are currently no material litigations pending against the company or its officers[173]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to the completion of its initial Business Combination[179]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[118].

Financial Performance - The company reported a significant increase in revenue, achieving $1.5 billion for the fiscal year, representing a 20% year-over-year growth[7]. - The company anticipates a revenue growth of 10% to 15% for the next fiscal year, driven by new product launches and market expansion[7]. - The backlog of orders has grown to $500 million, indicating strong demand for the company's services[7]. User Growth - User data showed a 15% increase in active users, reaching 2 million by the end of the quarter[7]. Investment and Development - Investment in research and development increased by 25%, focusing on innovative technologies and product enhancements[7]. - A strategic acquisition was completed, enhancing the company's capabilities in artificial intelligence, expected to contribute an additional $100 million in revenue[7]. - The transition to a subscription-based revenue model is projected to improve margins by 5% over the next three years[7]. Market Expansion - The company plans to expand its market presence in Europe and Asia, targeting a 30% increase in market share over the next two years[7]. Competitive Landscape - The company is facing competitive pressures, with a noted 10% increase in market competition from larger firms[7]. - The company has identified key risks, including regulatory changes and market saturation, which could impact future performance[7].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Commission file number: 001-41992 TruBridge, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 74-3032373 (State or Other Jurisdiction of Incorporation or Organization) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITIO ...

Acquisition and Expansion - The company completed the acquisition of TEC Staffing Services for approximately $9.8 million on December 4, 2023, expanding its presence in Arkansas [17]. - The company is continuously evaluating acquisition opportunities to expand its franchisee base and diversify its national footprint [36]. - The company closed 12 offices in 2025, acquiring or adding 7 and closing 19, while 197 MRI offices were divested to MRINetwork Operations [24]. - The company has a strategy for growth through new office development by franchisees, which may face challenges that could hinder expansion [96]. Financial Performance - In 2025, the company's revenue was $30.6 million, with system-wide sales reaching $500.2 million, primarily from franchisee-owned offices [24]. - Total revenue declined by 11.4% from $34.6 million in 2024 to $30.6 million in 2025 [170]. - Income from operations increased to $6.3 million in 2025 from $4.4 million in 2024, despite a decline in system-wide sales [170]. - Franchise royalties accounted for 94.6% of total revenue in 2025, totaling $28.995 million [171]. - Adjusted EBITDA for 2025 was $14.087 million, representing 46.0% of total revenue [171]. - The company ended 2025 with assets exceeding liabilities by over $68.3 million [168]. Staffing and Employment - The company employed approximately 75,000 temporary employees and contracted with 85 independent contractors during 2025 [24]. - The company has experienced shortages of qualified candidates, which could increase recruitment costs and adversely affect business [84]. - The company’s ability to open new offices and increase revenue is contingent upon recruiting qualified franchisees, which may not occur timely [114]. Franchise Operations - As of December 31, 2025, there were 413 franchised offices operated by 327 franchisees, with 197 offices being MRI offices divested to MRINetwork Operations, LLC on January 1, 2026 [46]. - Approximately 15% of franchisees owned multiple offices, with the largest franchisee owning 19 offices [46]. - The company incentivizes franchisees to expand into new markets through its Franchise Expansion Incentive Program, which includes assistance with startup costs [36]. - The typical temporary staffing franchise agreement has a term of five years, designed to remove barriers to entry such as access to working capital and affordable workers' compensation insurance [51]. Market Conditions and Competition - The staffing and recruiting industry in the U.S. generated record annual revenue of approximately $190 to $225 billion in 2025, with 75% to 90% from temporary staffing services [28]. - The staffing industry is highly fragmented and competitive, with no single company dominating the market, and competition tends to track the overall strength of the economy [63]. - The company faces increasing competition from gig-economy companies, which may adversely affect its business and results of operations [125]. - The company operates in a highly competitive industry, with no assurance of retaining clients or market share in the future [143]. Risks and Challenges - The company relies on a small number of individuals for management, which poses a risk to operational efficiency and financial condition [88]. - The company faces risks related to acquisitions, including potential negative impacts on stock price and financial results due to goodwill and intangible asset impairments [79]. - The company is dependent on workers' compensation insurance, and unexpected changes in claims could materially impact financial condition [86]. - The company anticipates that economic and political conditions may adversely affect its operations and those of its franchisees [78]. - The company faces risks related to the financial success of franchisees, as their inability to operate profitably could lead to decreased royalty payments [108]. Financial Management and Capital Structure - The company’s revolving line of credit with Bank of America includes restrictive covenants that could limit liquidity and operational flexibility [100]. - The company has paid a quarterly dividend of $0.06 per common share since the second quarter of 2021 [159]. - A one-year repurchase plan was authorized in December 2025 with a maximum cost of $20 million for share repurchases [160]. - Net cash generated by operating activities in 2025 was approximately $12.1 million, including net income from continuing operations of approximately $6.6 million [198]. Technology and Innovation - The company is integrating AI technology into its proprietary software to enhance customer interaction and improve franchisee operations [69]. - The company must continue to invest in technology to remain relevant, as clients increasingly rely on automation and artificial intelligence [126]. Internal Controls and Compliance - The company identified a material weakness in internal control over financial reporting beginning in 2021, which was effectively remediated as of December 31, 2025 [129]. - The company may incur significant expenses to comply with mandatory privacy and security standards imposed by law and regulation [122].