63 unchanged sentences
ACCOUNTING POLICIES AND COMMENTS RELATED TO OPERATIONS
−Removed: discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements,
−Removed: which have been prepared in accordance with accounting principles generally accepted in the United States.
−Removed: The preparation of these unaudited
−Removed: consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
−Removed: revenues, and expenses based on historical experience and various other factors that are believed to be reasonable under the circumstances.
−Removed: Actual results may differ from these estimates under different assumptions or conditions.
+Added: discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have
+Added: been prepared in accordance with accounting principles generally accepted in the United States (“U.S.
+Added: The preparation
+Added: of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets,
+Added: liabilities, revenues, and expenses.
+Added: These estimates are based on historical experience and other factors believed to be reasonable
+Added: under the circumstances.
+Added: Actual results could differ from these estimates under different assumptions or conditions.
have been no material changes or developments in the Company’s evaluation of the accounting estimates and the underlying assumptions
7 unchanged sentences
OF OPERATIONS
−Removed: for the three months ended June 30, 2025 were $4,718, a decrease of $1,323 or 21.9% compared to $6,041 in the second quarter of 2024.
−Removed: decline was primarily attributable to our Employer of Record (EOR) segment, which generated $3,573 in revenue during the quarter, compared
−Removed: to $5,243 in the prior-year period, a decrease of $1,670, which exceeded the overall revenue shortfall by another 10%.
−Removed: of our top three revenue-producing clients contributed a combined $1,069 reduction in EOR revenue, representing approximately 65.4% of
−Removed: the total EOR decline.
−Removed: One of these clients had already begun reducing its media expenditure due to the off-cycle election year and was
−Removed: further impacted by federal agency policy changes initiated by the Department of Government Efficiency (DOGE), which led to additional
−Removed: cutbacks in services.
−Removed: Staffing revenue grew for the second consecutive quarter, increasing $385 (54.0%) to $1,098 in Q2 2025 compared to $713 in Q2 2024.
−Removed: also reflects an 18% improvement over Q1 2025, where staffing revenue was $932.
−Removed: The increase was primarily driven by two clients:
−Removed: start of a newly won bid from a federal agency initiating a managed services agreement in late July 2024, generating $227 in Q2 2025
−Removed: long-standing private sector client that transitioned a portion of its EOR population to managed staffing services, contributing
−Removed: $220 to Q2 Staffing revenue.
−Removed: mix of remaining clients being higher than in 2024.
−Removed: Direct Hire business generated $13 in revenue for the quarter, a decrease of $14 compared to the same period in 2024.
−Removed: Video Production
−Removed: revenue totaled $34, a decrease of $24 (41%) from $58 in the prior-year quarter.
−Removed: the six-month period ended June 30, 2025, revenues were $9,465, compared to $11,336 in the same period in 2024, a decline of $1,871 (16.5%).
−Removed: Approximately $886 (47.4%) of the decrease was attributable to a large media client that significantly reduced its spend due to 2025
−Removed: being a non-election year and an unexpected cut in government-related funding.
−Removed: Another client, which contributed $501 in the first half
−Removed: of 2024, merged its media department internally and discontinued EOR support.
+Added: for the three months ended September 30, 2025 were $5,417, a decrease of $813 or 13.1% compared to $6,230 in the third quarter of 2024.
+Added: The decline was primarily attributable to our
+Added: Employer of Record (EOR) segment, which generated $4,299 in revenue during the quarter, compared to $5,293 a year ago, a decrease of
+Added: $994 or 18.8%.
+Added: The shortfall exceeded the consolidated revenue decline by $186 or 22.9%, reflecting the segment’s
+Added: disproportionate impact on overall performance.
+Added: Two of the Company’s three largest EOR clients
+Added: from the prior year experienced a combined $1,243 decrease in revenue, representing 124.7% of the total quarterly decline and 123.5% of
+Added: the EOR-specific decline.
+Added: One of these clients accounted for $967 (97.1%) of the total reduction, primarily due to decreased media spending
+Added: in the off-cycle election year and further reductions linked to policy changes enacted by the Department of Government Efficiency (DOGE),
+Added: which curtailed project funding and related staffing levels.
+Added: Conversely, Staffing revenue grew for the third consecutive
+Added: quarter, increasing $231 (28.1%) to $1,053 in the third quarter of 2025 compared to
+Added: $822 in the same period 2024.
+Added: increase was primarily driven by two clients:
+Added: The start of a newly won
+Added: bid from a quasi-governmental organization initiating a managed services agreement in late July 2024, generating $212 more in revenue
+Added: which was $56 more than it generated in the third quarter 2025.
+Added: A long-standing private
+Added: sector client that transitioned a portion of its EOR population to managed staffing services, contributing $244 to third quarter
+Added: Staffing revenue.
+Added: Production produced $65 in revenue compared to $87 in the third quarter 2024, a decrease of $22 (25.3%) from $87 in the prior-year
+Added: Our Direct Hire business did not generate any revenue for the third quarter, a decrease of $28 compared to the same period
+Added: the nine-month period ended September 30, 2025, revenues were $14,882, compared to $17,566 in the same period in 2024, a decline of
+Added: $2,684 (15.3%), but a lower rate of decline than was seen a quarter ago when the year-to-date revenue comparison to 2024 was a
+Added: negative 21.9%.
+Added: Approximately $1,856 (47.5%) of the decrease was attributable to the aforementioned large media client that
+Added: significantly reduced its spend due to 2025 being a non-election year and then experienced an unexpected cut in government-related
Additionally,
−Removed: our top two clients reduced spending by a combined $373 in the first half of 2025.
−Removed: However, both have indicated that they expect to restore
−Removed: spending levels in the second half of the year.
−Removed: year ago, we ceased supporting one client engagement, and a portion of another, due to elevated risk exposure associated with their
−Removed: This action resulted in a loss of $489 in revenue over the six-month period, but it reflects our commitment to maintaining
+Added: a top client reduced spending by $423 in the nine months ending September 30 but indicated that they expect spending to restore to
+Added: the pace it was on a year ago.
+Added: year ago, we ceased supporting one client engagement, and a portion of another, due to elevated risk exposure associated with their activities.
+Added: This action resulted in an approximate loss of $541 in revenue over the none-month period, but it reflects our commitment to maintaining
prudent operational oversight.
−Removed: the decline in EOR revenue, which fell by $2,487 year-over-year in the first half of 2025, our Staffing segment improved by $650, increasing
−Removed: from $1,380 to $2,030 (47.1%).
−Removed: This growth was largely driven by the previously mentioned federal agency client, which accounted for
−Removed: 71% of the year-over-year increase and a restructured contract with a major broadcasting client, transitioning it from EOR to a Managed
−Removed: Staffing Services model beginning in April.
−Removed: Video Production and Direct Hire experienced modest declines over the six-month period, falling by a combined $34 (24.1%).
−Removed: we implemented cost restructuring initiatives in Q2 aimed at reducing overhead within the Video Production business unit.
+Added: EOR revenue over the nine months ending September 30, 2025 fell by $3,481 or 23.0%, our Staffing segment revenue improved by $881, increasing
+Added: to $3,083 from $2,202 (40.0%).
+Added: This growth was largely driven by the previously mentioned quasi-governmental client, which accounted
+Added: for 59.3% of the year-over-year increase and a restructured contract with a major broadcasting client, transitioning it from EOR to a
+Added: Managed Staffing Services model which began in April.
+Added: Video Production and Direct Hire experienced modest declines over the nine-month period, falling by a combined $84 (32.8%).
+Added: did not post revenue for the first time since the fourth quarter of 2022.
of Revenue / Gross Profit
−Removed: Months Ended June 30, 2025 vs.
−Removed: profit for the three months ended June 30, 2025 was $713, a $91 or 11.3% decrease compared to $804 in the same period in 2024.
−Removed: Despite the decline in absolute gross profit, the consolidated gross margin improved to 15.1%, up from 13.3% in the prior year
−Removed: The margin expansion reflects a continued mix shift toward higher-margin services and targeted cost containment
−Removed: EOR (Employer of Record) gross profit declined $186, gross margin improved from 12.0% to 12.4% in the second quarter 2024, demonstrating
−Removed: a larger percentage of the EOR business decline coming from our 1099 supplier processing as opposed to our W2 employee assignments.
−Removed: Staffing revenue growing 54.0% year over year to $1,098, gross profit increased at a stronger clip by $109 from $143 to $252 or 76.2%.
−Removed: This is represented by Staffing’s GM landing on 22.9%, compared to 20.0% in the prior year.
−Removed: The level of the increase in the Staffing
−Removed: shift in lower margin EOR business to higher margin Staffing coupled with Staffing margins moving up from 270 basis points resulted in
−Removed: $109 increase in GP to what it otherwise would have landed had to lost revenue been equal.
−Removed: This was because Staffing gross margin for
−Removed: the quarter was favorably impacted by approximately 362 basis points, in reaching 22.9% due to lower-than-anticipated direct delivery
−Removed: costs relative to a consistent revenue base for a single client, a paradigm which will likely not occur in the third and fourth quarters.
−Removed: Production saw flat gross profit of $8, but margin improved to 23.9%, compared to 14.4% in Q2 2024 which was skewed by what was then
−Removed: a discretionary credit.
−Removed: Hire posted $13 in revenue, with gross profit of $12, a gross margin of 90.0%, consistent with prior-year trends.
−Removed: overall improvement in gross margin was driven largely by the stronger contribution from Staffing and more favorable margin performance
−Removed: across all segments.
−Removed: Months Ended June 30, 2025 vs.
−Removed: profit for the six-month period ended June 30, 2025 was $1,355, a decrease of $157, or 10.4%, compared to $1,512 in the prior-year period.
−Removed: Despite the reduction of gross profit, consolidated gross margin improved to 14.3%, compared to 13.3% in the six months ended June 30,
−Removed: This improvement reflects a favorable revenue mix shift, notably the reduction of lower-margin Employer of Record (“EOR”)
−Removed: revenue and higher profitability in our Staffing segment.
−Removed: shift toward higher-margin Staffing revenue, combined with an improvement in Staffing gross margin to 20.6% from 19.2%, contributed approximately
−Removed: $100 in additional gross profit.
−Removed: Absent this margin expansion and revenue mix shift, had the margin on the revenue loss been equal, gross
−Removed: profit would be down another $100.
−Removed: gross profit declined $293, or 24.7%, to $894 from $1,187 in the prior year period.
−Removed: EOR gross margin increased slightly to 12.2%, compared
−Removed: to 12.1% a year ago.
−Removed: The year-over-year decline in EOR revenue was driven primarily by reduced spending from our three largest EOR clients
−Removed: in 2024, which collectively accounted for $111, or 38%, of the reduction.
−Removed: Additionally, as disclosed elsewhere in this report, two clients
−Removed: with elevated risk profiles, lack of revenue and gross profit accounted for $100, or 34%, of the total EOR revenue decline.
−Removed: the Staffing segment benefitted from a $650 increase in revenue and a 140-basis point expansion in gross margin to 20.6%, compared to
−Removed: 19.2% in the same period of 2024.
−Removed: This improvement was partly attributable to a short-term fixed-fee client arrangement that temporarily
−Removed: lowered our delivery costs.
−Removed: The resulting gross profit uplift is estimated at approximately $540, with the associated margin impact accounting
−Removed: for 130 basis points of the segment’s margin expansion.
−Removed: Absent this temporary benefit, Staffing gross margin would have been approximately
−Removed: Production revenue was $84, generating gross profit of $21, a notable increase from $11 in the prior year period.
−Removed: Gross margin improved
−Removed: to 25.0%, more than doubling year-over-year, largely due to a one-time credit adjustment extended to a top-tier client as a goodwill
−Removed: Hire revenue declined by $28 to $23, while gross profit also declined $28 to $21.
−Removed: Despite the revenue reduction, gross margin remained
−Removed: robust at 91.3%, down slightly from 95.4% in the comparable period last year.
−Removed: margin expansion during the six-month period was driven by the decline in lower-margin EOR revenue and higher-margin growth in the Staffing
−Removed: It is estimated that approximately $46 in additional gross profit and 50 basis points in total gross margin were attributable
−Removed: to the aforementioned temporary cost reductions in Staffing to a single client.
−Removed: Excluding these effects, year-to-date gross margin would
−Removed: likely have been closer to 13.8%.
−Removed: Nonetheless, gross profit continues to be constrained by ongoing revenue declines in the EOR business,
−Removed: which remains the largest contributor to consolidated revenue.
+Added: Months Ended September 30, 2025 vs.
+Added: profit for the three months ended September 30, 2025 was $749, a decrease of $85 (10.2%) from $834 in the prior year period.
+Added: the decline in absolute dollars, consolidated gross margin improved to 13.8% from 13.4% in 3Q24, reflecting an ongoing mix shift toward
+Added: higher-margin services.
+Added: Margin expansion moderated versus 15.1% in 2Q25 due to items noted below.
+Added: EOR media project (contracted high-volume discounts).
+Added: A $1.37 million EOR media project that started late September and concluded in
+Added: early October was priced at high-volume, discounted markups.
+Added: The project reduced 3Q25 margins by 80 basis points (“bps”).
+Added: of Record (EOR)
+Added: gross profit declined $170 year-over-year, and unit margin fell to 11.0% (from 12.1% in 3Q24).
+Added: The decrease reflects (i) the discounted
+Added: media project noted above and (ii) client volume rebates contractually triggered at spend thresholds.
+Added: Additionally, mix pressure from
+Added: reduced volumes at certain higher-margin EOR clients accounted for roughly 20 basis points of the year-over-year margin decline.
+Added: gross profit increased $121 to $265 (up 84.0%) from $144 in 3Q24, exceeding the 2Q25 year-over-year increase of $109 (from $143 to $252,
+Added: Staffing gross margin rose to 25.2% from 17.5% in 3Q24.
+Added: The improvement was driven by, (a) lower-than-anticipated direct delivery
+Added: costs against a stable revenue base at a single client and (b) a media client that migrated from an EOR delivery model to a managed service
+Added: Together, these two client streams represented approximately 43.3% of Staffing revenue in the quarter and produced ~35.8% margins.
+Added: Prospectively, we expect normalized margins of approximately 25% on these streams;
+Added: if all else were equal to 3Q25, overall Staffing margin
+Added: would be approximately 20.5%.
+Added: Production & Direct Hire
+Added: Production generated $13 of gross profit on $65 of revenue (19.8% margin) versus $23 of gross profit on $87 of revenue (26.4% margin)
+Added: Direct Hire generated no gross profit in 3Q25 compared with $26 in 3Q24, which reduced consolidated gross margin by approximately
+Added: 50 basis points year-over-year.
+Added: Months Ended September 30, 2025 vs.
+Added: profit for the nine-month period ended September 30, 2025 was $2,103, a decrease of $243 (10.4%) from $2,346 in the prior-year period.
+Added: Despite the lower gross profit, consolidated gross margin improved by 70 basis points to 14.1% from 13.4% in the nine months ended September
+Added: 30, 2024, reflecting a favorable mix shift of lower margin Employer of Record (“EOR”) to stronger Staffing segment profitability.
+Added: mix shift toward higher-margin Staffing revenue, coupled with Staffing gross margin expansion to 22.2% from 18.6%, contributed approximately
+Added: $109 in incremental gross profit year-over-year.
+Added: Absent this mix/margin lift, gross profit would have been roughly $111 lower.
+Added: of Record (EOR)
+Added: gross profit declined $462 (25.3%) to $1,365 from $1,827 in the prior year period.
+Added: EOR gross margin decreased to 11.7% from 12.1%.
+Added: drivers were:
+Added: Lower spend from two of the three largest 2024 EOR clients
+Added: and attrition at one account;
+Added: Rebates that are earned by clients that hit revenue thresholds;
+Added: Reduced volumes at several higher-margin EOR clients;
+Added: A media client’s transition to a managed-service model;
+Added: A large project that lifted revenue but had lower contracted
+Added: have also expanded much for the same reasons cited in the quarterly performance with the nine-month GM reaching 22.2% compared to 18.6%
+Added: This improvement has been partly attributable to a short-term fixed-fee client arrangement that temporarily lowered our delivery
+Added: costs, adding an estimated $96 to gross profit and 175 basis points to the segment margin.
+Added: Excluding this temporary benefit, Staffing gross margin
+Added: would have approximately 20.5%.
+Added: Notably, three key clients now on fixed-fee arrangements account for approximately 63.4% of Staffing revenue
+Added: and are averaging 20.9% margin year-to-date, versus two clients comprising approximately 44.2% in 2024 at an 18.4% margin.
+Added: Production & Direct Hire
+Added: Production gross profit at $34 is $1 better than a year ago, with gross margins improving to 22.8% from 18.6% as 2024’s gross margin
+Added: was handicapped largely due to a one-time credit adjustment extended to a top-tier client as a goodwill gesture early last year.
+Added: Hire gross profit at $21 through nine months is $54 or 72.0% lower from this point a year ago.
+Added: Margins have declined by 5.5 basis
+Added: points to 90.0% due to a new policy in 2025 which applies a flat recruiting software allocation versus the estimated percentage of
+Added: use previously employed.
and Administrative (“G&A”)
−Removed: and administrative (“G&A”) expenses for the three months ended June 30, 2025 were $966, a decrease of $20, or 2.0%, compared
−Removed: to $986 in the same period in 2024.
−Removed: This decline was primarily attributable to lower compensation-related expenses resulting from a slight
−Removed: reduction in average headcount, which declined from 22.8 to 22.1 year over year.
−Removed: The corresponding $61, or 9.3%, decrease in fully loaded
−Removed: salaries, including payroll taxes and benefits, reflected several contributing factors:
−Removed: (i) a $39 reduction related to the suspension
−Removed: of the Company’s 2025 bonus program, (ii) a $12 decrease in health and welfare costs, and (iii) a $32 favorable variance in accrued
−Removed: leave expense.
−Removed: G&A expenses increased by $41 to $307, driven by a $26 rise in human resources-related legal fees, a reclassification of Business
−Removed: License & Taxes from income tax expense to SG&A, and a $5 increase in software expenses.
−Removed: Non-salary costs increased by $41 to
−Removed: $307, primarily due to a $26 increase in HR-related legal fees, a reclassification of Business License & Taxes from income tax expense
−Removed: to SG&A, and a $5 increase in software-related costs.
−Removed: December 29, 2023, the Maryland Circuit Court certified an arbitration award as a judgment.
−Removed: As a result, expenses related to the award
−Removed: are now focused on collection and recovery.
−Removed: Beginning in 2024, the Company reclassified legal expenses associated with non-core operational
−Removed: matters, including those related to the Receiver, from SG&A to Other Expense.
−Removed: the six-month period ended June 30, 2025, G&A expenses totaled $1,989, an increase of $55, or 2.9%, compared to $1,933 in the same
−Removed: period in 2024.
−Removed: While fully loaded salaries declined by $25 due to the aforementioned headcount and bonus reductions, non-salary expenses
−Removed: increased by $80.
−Removed: This increase was primarily driven by (i) $26 in higher legal fees related to a human resources matter, and (ii) a
−Removed: $26 increase in payroll processing costs, attributable to the absence of a first-quarter ADP fee waiver received in the prior year.
−Removed: increases included $19 in Business License & Taxes, due to reclassification, $10 in software expenses related to platform improvements,
−Removed: and $9 in depreciation expense.
−Removed: These increases were partially offset by reductions in staff event costs, business insurance, and consulting
−Removed: expenses, each of which declined by approximately $6.
−Removed: Company incurred $36 in interest expense during the three months ended June 30, 2025, compared to $20 for the same period in 2024.
−Removed: the six months ended June 30, 2025, total interest expense was $88, up from $35 in the prior-year period.
−Removed: These amounts reflect charges
−Removed: related to financing, invoice factoring, and the use of an advance rate (BIP) program against client receivables.
+Added: and administrative (“G&A”) expenses for the three months ended September 30, 2025 were $977, an increase of $19 or 19.8%
+Added: compared to $958 in the same period of 2024.
+Added: The increase was primarily attributable to a one-time $125 accrual related to a legal settlement recognized in September, along with $21 in related legal fees.
+Added: Excluding these items, G&A expenses would have been
+Added: approximately $122 lower year-over-year, representing a 13.2% decrease.
+Added: Salary-related costs declined $100 (16.8%), driven by a $45
+Added: bonus reversal, $39 in lower wages from the first phase of headcount reduction, and $19 in lower health and welfare benefits.
+Added: expenses increased $124, reflecting the settlement accrual and incremental legal costs.
+Added: the nine months ended September 30, 2025, G&A expenses were $2,966, an increase of $75 or 2.6% compared to $2,891 in the prior-year
+Added: Loaded salaries decreased $125, driven by $77 in eliminated 2025 bonus accruals, $16 in lower wages, $30 in reduced benefits,
+Added: and $13 in lower accrued leave.
+Added: Within non-salary costs (excluding the legal settlement impact), payroll fees rose $33 due to a prior-year
+Added: first-quarter fee holiday, and business license and non-income taxes increased $16 following the initiation of these charges in mid-2024.
+Added: In addition, recruiting software expenses rose $10, and enterprise software costs increased $12, reflecting higher subscription pricing
+Added: and reinstated sales-prospecting SaaS tools.
+Added: These increases were partially offset by a $21 reduction in contract services compared to
+Added: 2024, when an external recruiting contractor was engaged.
+Added: expenses related to the settlement totaled $161 out of $176 in total legal costs for the year.
+Added: Excluding the settlement accrual
+Added: and related fees, G&A expenses would have declined by approximately $86 or 3.0% year-over-year.
+Added: Company incurred $43 in interest expense during the three months ended September 30, 2025, compared to $27 for the same period in 2024.
+Added: For the nine months ended September 30, 2025, total interest expense was $131, up from $62 in the prior-year period.
+Added: These amounts reflect
+Added: charges related to financing, invoice factoring, and the use of an advance rate (BIP) program against client receivables.
The year-over-year
2 unchanged sentences
While the volume of factored invoices rose, the Company’s average cost of capital declined during 2025, due to
−Removed: a lower prime rate environment and the favorable impact of structured invoice sales programs.
+Added: a lower prime rate environment and the favorable impact of structured receivables purchase programs.
Income (Expense)
−Removed: non-operational one time or short-term costs, in the second quarter totaled $44 consisting solely of in Receiver costs versus $136
−Removed: which included restructuring-based employee matters and other Vivos related legal charges, in the same period 2024.
−Removed: there were Receiver and arbitration award related costs being reclassed from SG&A legal.
−Removed: In the fourth quarter of 2024, we closed
−Removed: out the employee and the SWC matters.
−Removed: the six months ended June 30, 2025, Other Expense was $71 consisting exclusively of receivership activities, compared to $229 which consisted
−Removed: of SWC, and employee severance and related legal fees.
+Added: non-operational one time or short-term costs, in the third quarter totaled $62 consisting solely of Receiver costs versus $68 which included
+Added: restructuring-based employee matters and other Vivos related legal charges, in the same period 2024.
+Added: A year ago, there were Receiver
+Added: and arbitration award related costs being reclassed from SG&A legal.
+Added: In the fourth quarter of 2024, we closed out the employee and
+Added: the SWC matters.
+Added: The most recent employee-related settlement was booked to G&A legal.
+Added: the nine months ended September 30, 2025, Other Expense was $132 consisting exclusively of receivership activities, compared to $297
+Added: which consisted of SWC, and employee severance and related legal fees.
AND CAPITAL RESOURCES
8 unchanged sentences
but operate through supplier payment programs facilitated by client-affiliated financial institutions.
−Removed: of our larger clients have recently adopted extended payment terms, 60 to 90 days.
−Removed: amounting to unilateral term extensions of 30 to 60
−Removed: To mitigate the impact of these changes, we adopted Buyer-Initiated Payment (BIP) and Receivable Purchase Programs with American
−Removed: Express, MUFG, and JP Morgan.
−Removed: Combined with our factoring facility and biweekly prepayments (averaging approximately $56 every two weeks),
−Removed: these programs have materially improved our cash conversion cycle.
−Removed: Our Days Sales Outstanding (DSO) improved from 66 days at the beginning
−Removed: of 2023 to 49 days by March 2024 and has averaged 51 days since.
−Removed: For the trailing twelve months ended June 30, 2025, our DSO remained
−Removed: strong at 50.96 compared to 49.5 in the prior year period.
−Removed: BIP and Receivable Purchase Programs allow MMG to receive payment for 100% of client-approved invoices, net of a flat interest rate.
−Removed: For the MUFG program, rates vary based on daily invoice volume, with higher volume reducing the effective rate.
−Removed: The JP Morgan agreement,
−Removed: executed on April 23, 2025, purchases only one of our largest client’s invoices within 15 days of approval, using the Secured Overnight
−Removed: Financing Rate (SOFR) plus an 80-basis point program fee.
−Removed: Based on current rates, this results in an annualized cost of approximately
−Removed: 5.27%, significantly lower than our average factoring APR of 10.6%, which is based on a prime rate of 7.5%.
+Added: of our larger clients over the past few years have adopted extended payment terms, 60 to 90 days.
+Added: amounting to unilateral
+Added: term extensions of 30 to 60 days.
+Added: To mitigate the impact of these changes, we adopted Receivable
+Added: Purchase Programs with MUFG and JPMorgan.
+Added: Combined with our factoring facility and biweekly prepayments
+Added: (averaging approximately $62 every two weeks), these programs have materially improved our cash conversion cycle.
+Added: Our Days Sales
+Added: Outstanding (DSO) improved from 66 days at the beginning of 2023 to 49 days by March 2024 and has averaged 50 days since.
+Added: trailing twelve months ended September 30, 2025, our DSO remained strong at 47 compared to 52 in the prior year period.
+Added: Receivable Purchase Programs enable MMG to receive payment for 100% of client-approved invoices, net of a flat interest rate.
+Added: the MUFG program, rates vary based on daily invoice volume, with higher volume reducing the effective rate.
+Added: The JPM agreement,
+Added: executed on April 23, 2025, purchases invoices from one of the Company’s largest client’s and provides payment within 15
+Added: days of approval, at the Secured Overnight Financing Rate (SOFR) plus 80 basis points.
+Added: Based on a SOFR of 3.98% as of November 12,
+Added: 2025, the effective annualized rate is approximately 4.78%, substantially below the Company’s average 10.5% factoring rate
+Added: (tied to the 7.00% prime rate as of November 14, 2025).
factoring facility with Gulf advances 93% of eligible receivables, subject to a 15-basis point advance fee and an interest rate of prime
1 unchanged sentence
These financing arrangements, combined with the portion of client business that pays in advance
−Removed: of payroll (~$56 every two weeks), help offset the impact of approximately 32% of our revenue coming from clients on 90-day terms, some
−Removed: of which involve delayed issuance of purchase orders.
−Removed: of June 30, 2025, 96.8% of accounts receivable were current (aged <31 days), compared to 97.5% a year earlier.
−Removed: Our long-term credit performance
−Removed: remains strong, with total bad debt over the past five years amounting to just one hundred and eighty dollars.
+Added: of payroll (approximately $56 every two weeks), help offset the impact of
+Added: approximately 32% of our revenue coming from clients on 90-day terms, some of which involve delayed issuance of purchase orders.
+Added: of September 30, 2025, 99.1% of accounts receivable were current or less
+Added: than 30 days past due, compared to 98.7% a year earlier.
+Added: Our long-term credit performance remains strong, with total bad debt over the
+Added: past five years amounting to just one hundred and eighty dollars.
primary uses of cash include payments to field talent, corporate and staff employee payroll and related liabilities, operating expenses,
5 unchanged sentences
financing to ensure timely fulfillment of payroll and other obligations.
−Removed: of June 30, 2025, the Vivos Debtors owed the Company $6,100 in notes receivable, which includes a $3,000 defaulted promissory note and
−Removed: a $750 unpaid tax obligation dating back to December 2019.
+Added: of September 30, 2025, the Vivos Debtors owed the Company $6,228 in notes receivable, which includes a $3,000 defaulted promissory note
+Added: and a $750 unpaid tax obligation dating back to December 2019.
the Maslow–Reliability merger, the Company anticipated accessing capital markets and using its common stock as acquisition currency.
5 unchanged sentences
is no assurance as to the timing of such actions.
−Removed: of June 30, 2025, our working capital totaled $6,773, compared to $7,296 as of December 31, 2024.
−Removed: Adjusting for the notes receivable
−Removed: related to the Vivos Debtors, our working capital stood at $673, compared to $1,449 as of December 31, 2024.
+Added: of September 30, 2025, our working capital totaled $6,565, compared to $7,296 as of December 31, 2024 and $7,536 on September 30, 2024.
+Added: Adjusting for the notes receivable related to the Vivos Debtors, our working capital stood at $337, compared to $1,449 as of December
+Added: 31, 2024 and $1,709 on September 30, 2024.
Quantitative and Qualitative Disclosures About Market Risk
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.