10-K: Atlantic International Corp. Reports 2025 Financials
Annual Report
Atlantic International Corp. (ATLN) filed its annual report for the fiscal year ended December 31, 2025, detailing a 1.5% decrease in service revenue and a significant increase in SG&A expenses.
Summary
- Atlantic International Corp. reported a net loss of $59.4 million for the year ended December 31, 2025, compared to a net loss of $135.5 million in the prior year.
- Service revenue decreased by 1.5% to $435.9 million, primarily due to lower temporary placement services revenue, particularly from its largest client.
- Selling, general, and administrative (SG&A) expenses increased by 42.6% to $91.3 million, largely driven by higher stock compensation expenses and a full year of post-merger operational costs.
- The company's gross profit margin slightly decreased to 10.6% from 10.7% in the previous year.
- As of December 31, 2025, the company had cash and cash equivalents of $81,134 and total liabilities of $145.3 million, with a total stockholders' deficit of $32.1 million.
- The company's auditors issued a going concern qualification due to accumulated deficits, recurring losses, and expected future losses, raising substantial doubt about its ability to continue as a going concern.
- The company completed the acquisition of Circle8 Group B.V. on January 23, 2026, which is expected to enhance scale, liquidity, and international reach.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this filing as negative due to the increased operating expenses, declining revenue from a key client, and the going concern warning from auditors, despite the strategic acquisition of Circle8.
Positives
- The net loss for the year improved significantly, decreasing by 56.1% from $135.5 million in 2024 to $59.4 million in 2025.
- Permanent placement and other services revenue increased by 18.2% due to higher demand for permanent jobs.
- The company secured a new $70 million senior secured revolving credit facility on April 29, 2025, replacing its prior facility.
- The acquisition of Circle8 Group is expected to enhance scale, liquidity, and access to capital, positioning the combined entity for potential premium valuation multiples and expanded international reach.
Negatives
- Service revenue declined by 1.5% to $435.9 million, primarily due to a decrease in revenue from the largest client.
- Selling, general, and administrative (SG&A) expenses increased by 42.6% to $91.3 million, significantly impacting profitability.
- The company reported a substantial accumulated deficit of $194.9 million as of December 31, 2025.
- The company's auditors have raised substantial doubt about its ability to continue as a going concern.
- The company has significant debt obligations, with total liabilities exceeding $145 million.
- The company is involved in ongoing litigation with its former lender, SPP Credit Advisors, LLC, which could have a material adverse effect.
Risks
- Lyneer has significant debt obligations and potential defaults could adversely impact its financial condition and long-term viability.
- The company operates in a highly competitive and rapidly changing business environment, risking obsolescence or uncompetitiveness of its services.
- Customer agreements can be terminated at any time, making Lyneer vulnerable to significant revenue decreases.
- The company and Lyneer are involved in litigation with a former lender that could force repayment of indebtedness.
- Circle8's international operations expose the company to risks from political unrest, natural disasters, and currency fluctuations.
- Cybersecurity risks could impact business operations and expose the company to liability.
- The market price of common stock may be highly volatile, leading to potential loss of investment.
- The company has material weaknesses in internal control over financial reporting, including accounting for complex transactions and lack of segregation of duties.
Future Outlook
The company expects that the combination with Circle8 will enhance scale, liquidity, and access to capital, positioning the combined entity for potential premium valuation multiples and expanded international reach with established global clients. Management anticipates that the transaction will drive operating efficiencies, improve profitability, and strengthen revenue stability through a diversified customer base and balanced geographic exposure across the United States and Europe.
Management Comments
- The Company's management believes that Lyneer is one of the prominent and leading staffing firms in the ever-evolving staffing industry.
- Management understands that finding the perfect candidate starts before the job requisition even comes in. The Company employs the strategy of proactive recruitment to build a pipeline of pre-vetted candidates for order fulfillment.
- Management believes that Lyneer has earned a reputation as one of the premier workforce solutions partners in the United States.
- The Company expects that the combination with Circle8 will enhance scale, liquidity, and access to capital, positioning the combined entity for potential premium valuation multiples and expanded international reach with established global clients.
- Management further anticipates that the transaction will drive operating efficiencies, improve profitability, and strengthen revenue stability through a diversified customer base and balanced geographic exposure across the United States and Europe.
Industry Context
StockSavvy.ai notes that Atlantic International Corp. operates in the highly competitive and fragmented staffing and workforce solutions industry. The company's strategy involves organic growth and strategic acquisitions, aiming to consolidate the market and leverage synergies. The recent acquisition of Circle8 Group, a European IT and technology staffing firm, diversifies Atlantic's revenue streams and expands its geographic reach, aligning with industry trends of specialization and global expansion in talent acquisition.
Comparison to Industry Standards
- The company's gross profit margin of 10.6% for 2025 is slightly below the 10.7% reported in 2024, indicating pressure on margins in a competitive market.
- The significant increase in SG&A expenses to 20.9% of revenue in 2025, compared to 14.5% in 2024, is a key area of concern and deviates from industry best practices for cost management.
- The company's reliance on a few large clients, with one client representing 16% of Lyneer's 2024 revenues, is a common risk factor in the staffing industry, though less concentrated than some industry peers.
- The company's stated goal to build a global staffing organization through M&A aligns with consolidation trends seen in larger industry players like Adecco Group and Randstad, though Atlantic is currently a smaller player.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Christopher Broderick | Kevin J. Murphy | 2025-08-15 | Resignation of Christopher Broderick |
| Chief Executive Officer | Daniel Jones | Jeffrey Jagid | 2024-06-18 | Merger completion and appointment of new CEO |
| Chief Financial Officer | Jeffrey Jagid (Interim) | Kevin J. Murphy | 2026-02-02 | Appointment of Kevin J. Murphy |
| Executive Chairman of the Board | Guus Franke | 2026-01-23 | Appointment following Circle8 acquisition | |
| Chief Operating Officer | Matthew Evelt | 2026-03-30 | Resignation and termination for Cause of Matthew Evelt |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | Board of directors expanded to six members following the Circle8 acquisition. | 2026-01-23 | Enhances oversight and strategic direction with the addition of Guus Franke as Executive Chairman. |
| Equity Incentive Plan | Stockholders approved the 2025 Omnibus Equity Incentive Plan, reserving 10,000,000 shares. | 2025-11-07 | Provides a framework for incentivizing and retaining key personnel through equity awards. |
| Related-Party Transactions Policy | Board of directors adopted a written policy for review and approval of related-party transactions by the Audit Committee. | 2024-06-01 | Strengthens corporate governance by ensuring fair and transparent dealings with related parties. |
Legal Proceedings
- Michael Smith v. Infinity Staffing Solutions, LLC, et. al.: Wage and hour and inaccurate wage statement claims settled for $300,000, disbursed March 21, 2024.
- Rosanna Vargas v. DHL Express (USA), Inc. et. al.: Personal injury claim settled for approximately $1,030,000, with $230,000 outstanding as of December 31, 2025.
- Enrique Briseno, et al. vs. Three Hands Corporation, et al.: Class action wage and hour complaint settled for $425,000, with the company responsible for $300,000, payment overdue.
- Aguilar, et al v Lyneer Staffing Solutions, et al: Settlement reached for $3,050,000, with the company responsible for $200,000, paid in January 2026.
- Theresa Alvarez and Mirna Reyes vs. Liquid Graphics, Inc., Lyneer Staffing Solutions, LLC, Liz Long, et. al: Class action wage and hour complaint settled for $750,000, with the company responsible for $650,000, paid in October 2025.
- Maria Reyes vs. Lyneer Staffing Solutions, LLC: Class action wage and hour PAGA complaint settled for $925,000, with payment due within 90 days of final approval.
- BAC Rhino 3 Federal LLC vs. Atlantic International Corp: Breach of contract lawsuit for accelerated rent, settled for $1,000,000, with $950,000 owed as of December 31, 2025.
- Atlantic International Corp. and Lyneer subsidiaries commenced a lawsuit against SPP Credit Advisors, LLC, alleging a coordinated attack to seize control based on fabricated default.
- SPP Credit Advisors, LLC commenced a lawsuit against Atlantic and its officers, seeking declaratory relief for management control.
Related Party Transactions
- Transactions with Lyneer Management Holdings (LMH): Earnout notes payable to LMH were $0 as of December 31, 2025 and 2024. Interest expense incurred on these notes was $0 in 2025 and $292,996 in 2024.
- Transactions with IDC: The company and IDC were co-borrowers on various debt facilities. IDC generally made payments and collected reimbursement from the company. Amounts payable to IDC for taxes and expenses were $2,091,035 as of December 31, 2024. Amounts receivable from IDC were $1,369,833 as of December 31, 2025.
- On April 28, 2025, IDC was no longer considered a related party.
Stakeholder Impact
- Shareholders: The company's net loss and going concern warning may negatively impact shareholder value. The volatile stock price and potential dilution from future capital raises are also concerns.
- Employees: The company's financial instability and ongoing litigation could create uncertainty for employees. Executive employment agreements provide for severance and accelerated vesting in certain termination scenarios.
- Creditors/Lenders: The company has significant debt obligations and is involved in litigation with its former lender, SPP Credit Advisors, LLC, which could impact repayment and future financing.
- Suppliers/Vendors: The company's financial health could affect its ability to meet payment obligations to suppliers and vendors.
Next Steps
- Integrate Circle8 Group's operations and realize expected synergies.
- Continue to pursue additional debt and equity financing.
- Address material weaknesses in internal control over financial reporting.
- Resolve ongoing litigation with former lender SPP Credit Advisors, LLC.
- Continue to evaluate cybersecurity needs and develop appropriate measures.
Key Dates
| Date | Description |
|---|---|
| 2021-08-31 | Acquisition Date of Lyneer Investments, LLC by IDC Technologies, Inc. |
| 2023-05-29 | Agreement and Plan of Merger dated as of May 29, 2023 |
| 2024-01-16 | Amendment to Omnibus Agreement for Seller Notes and Earnout Notes |
| 2024-04-17 | Put-Call Option Note entered into with LMH |
| 2024-04-29 | Loan and Security Agreement for new revolving credit facility entered into |
| 2024-06-18 | Completion of the Merger transaction and reorganization with Lyneer and IDC; corporate name change to Atlantic International Corp.; trading symbol changed to ATLN. |
| 2024-07-22 | Amendment to extend the maturity date of the Credit Agreement to June 18, 2026 |
| 2024-09-12 | Amendment No. 1 to Convertible Promissory Note for Merger Note |
| 2024-10-25 | Company issued shares of common stock to employees as special incentive |
| 2025-01-23 | First Amendment to Executive Employment Agreements for Jeffrey Jagid and Michael Tenore |
| 2025-01-23 | Completion of the acquisition of Circle8 Group B.V. |
| 2025-02-02 | Kevin J. Murphy appointed Chief Financial Officer |
| 2025-03-20 | Company closed on a Securities Purchase Agreement for Series B Convertible Preferred Stock |
| 2025-03-30 | Matthew Evelt resigned as Chief Operating Officer and was terminated for Cause |
| 2025-04-15 | Date of the Report |
| 2025-10-01 | Company sold receivables under a factoring agreement |
| 2025-10-21 | Company sold receivables under a factoring agreement |
| 2025-11-07 | Stockholders approved the 2025 Omnibus Equity Incentive Plan |
| 2026-01-23 | Guus Franke appointed Executive Chairman of the Board |
| 2026-01-23 | Company and St. Laurent entered into a Confidential Settlement Agreement for Promissory Notes |
| 2026-01-29 | Promissory Notes settled in full |
| 2026-02-02 | Kevin J. Murphy entered into an employment agreement as Chief Financial Officer |
| 2026-04-02 | Atlantic and Lyneer subsidiaries commenced lawsuit against SPP Credit Advisors, LLC |
| 2026-04-02 | SPP Credit Advisors, LLC commenced lawsuit against Atlantic and its officers |
| 2026-04-10 | Closing stock price for common stock on Nasdaq Global Select Market was $2.78 |
Recommendation
sellThe company's financial performance in 2025 shows a significant increase in operating expenses, a decline in revenue from its largest client, and a substantial net loss. Coupled with the auditor's going concern warning and ongoing litigation with its former lender, the outlook is highly uncertain. While the acquisition of Circle8 offers potential for future growth, the immediate financial challenges and operational risks outweigh the potential positives, suggesting a sell recommendation for investors.
Keywords
Atlantic International Corp, Form 10-K, Annual Report, Staffing Services, Workforce Solutions, Lyneer, Circle8, Merger, Financial Results, Net Loss, SG&A Expenses, Going Concern
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