HireQuest, Inc 8-K, filed Mar 23, 2021
HireQuest, Inc. (HQI)
8-K
2021-03-23
For: 2021-03-22
View Original
Added on
April 07, 2026
About this 8-K
HireQuest, Inc filed this 8-K on March 23, 2021, reporting on events of March 22, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 22,
2021
HIREQUEST,
INC.
(Exact
name of registrant as specified in its Charter)
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Delaware
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000-53088
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91-2079472
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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111
Springhall Drive, Goose Creek, SC
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29445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(843)
723-7400
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions
(see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Trading
Symbol(s)
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Name of Each
Exchange on Which Registered
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Common Stock,
$0.001 par value
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HQI
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The NASDAQ Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item
2.01 Completion of Acquisition or Disposition of
Assets.
On March 22, 2021,
HQ Link Corporation (“HQ Link”), a wholly-owned
subsidiary of HireQuest, Inc. (the “Company”) completed
its acquisition of certain assets (the “Transaction”)
of Link Staffing Services Corporation, Franlink, Inc., and
Stafflink, Inc. (collectively, the “Sellers”) in
accordance with the terms of the Asset Purchase Agreement (the
“Purchase Agreement”) dated February 12, 2021 by and
between HQ Link and Sellers. The aggregate consideration paid by HQ
Link was $11.1 million cash. The assets acquired included the
Sellers' franchise relationships and agreements, customer lists and
agreements, and other items set forth in the Purchase
Agreement.
The description of
the Transaction does not purport to be complete and is subject to,
and qualified in its entirety by reference to the full text of the
Purchase Agreement which was filed as Exhibit 2.1 to the
Company’s Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on February 16, 2021 and which is
incorporated herein by reference.
Item
8.01 Other Events.
On March 23, 2021,
the Company issued a press release announcing the closing of the
Transaction, a copy of which is furnished as Exhibit 99.4 to this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business
Acquired
The audited
consolidated financial statements of Sellers as of and for the
years ended December 29, 2019 and December 30, 2018, and the
related notes thereto, are filed as Exhibit 99.1 to this Form 8-K
and are incorporated in their entirety into this item by reference.
The unaudited consolidated balance sheets at September 27, 2020 and
December 29, 2019, the unaudited consolidated statement of
operations for the quarter and three quarters ended September 27,
2020 and September 29, 2019, and the unaudited consolidated
statement of cash flows for the quarter ended September 27, 2020,
and September 29, 2019, and the related notes thereto, of Sellers
are filed as Exhibit 99.2 to this Form 8-K and are incorporated in
their entirety into this item by reference.
(b)
Pro Forma Financial
Information
The unaudited pro
forma condensed combined financial statements, which include the
unaudited pro forma condensed combined balance sheet as of
September 30, 2020 and the unaudited pro forma condensed combined
statements of operations for the quarter ended September 30, 2020,
the three quarters ended September 30, 2020, and the year ended
December 31, 2019, and the related notes thereto, are filed as
Exhibit 99.3 to this Form 8-K and are incorporated in their
entirety into this item by reference.
The unaudited pro
forma condensed combined financial statements were derived from the
Company's and the Sellers' separate historical consolidated
financial statements. These pro forma financial statements may not
necessarily reflect what the Company's results of operations and
financial position would have been had the Transaction occurred
during the periods presented in the pro forma financial statements,
or what the Company's results of operations and financial position
will be in the future.
(c)
Not Applicable
(d)
Exhibits
99.1
Audited consolidated financial statements
of Sellers as of and for the years ended December 29, 2019 and
December 30, 2018, and the related notes thereto.
99.2
Unaudited
consolidated balance sheets at September 27, 2020 and December 29,
2019, the unaudited consolidated statement of operations for the
quarter and three quarters ended September 27, 2020 and September
29, 2019, and the unaudited consolidated statement of cash flows
for the quarter ended September 27, 2020, and September 29, 2019,
and the related notes thereto, of
Sellers.
99.3
Unaudited pro forma condensed
combined financial statements, which include the unaudited pro
forma condensed combined balance sheet as of September 30, 2020 and
the unaudited pro forma condensed combined statements of operations
for the quarter ended September 30, 2020, the three quarters ended
September 30, 2020, and the year ended December 31, 2019, and the
related notes thereto.
Cautionary Note Regarding
Forward Looking Statements.
This
Current Report on Form 8-K, the exhibits attached hereto and
incorporated herein by reference, and the press release furnished
as Exhibit 99.4 contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including statements regarding the acquisition of certain assets of
Sellers and Snelling Staffing and the expected benefits from such
transactions including increased earnings and revenue, growth, and
the effects of expanded scale. All statements other than statements
of historical facts contained herein, including the statements
identified in the preceding sentences and other statements
regarding our future financial position and results of operations,
liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements.
The words “expect,” “expectation,”
“intend,” “anticipate,” “will,”
“believe,” “may,” “estimate,”
“continue,” “should,” “plan,”
“could,” “target,” “potential,”
“is likely,” and similar expressions as they relate to
the Company, Sellers, or Snelling Staffing, are intended to
identify forward-looking statements. We have based these
forward-looking statements largely on management’s
expectations and projections regarding future events, negotiations,
and financial trends that we believe may affect our financial
condition, operating performance, business strategy, and financial
needs. These forward-looking statements involve a number of risks
and uncertainties.
Important
factors that could cause actual results to differ materially from
these forward-looking statements include: the possibility that the
anticipated benefits of the asset acquisitions will not be realized
or will not be realized within the expected time period; the risk
that Sellers' or Snelling Staffing’s business may not be
integrated successfully; the risk that disruption from the
acquisitions may make it more difficult to maintain existing
business and operational relationships; and several other
factors.
Further
information on risks we face is detailed in our filings with the
Securities and Exchange Commission, including our Form 10-K for the
fiscal year ended December 31, 2019, our quarterly reports on Form
10-Q filed since that date, and our current reports on Form 8-K
filed with the SEC on February 1, February 16, and March 2,
2021, and will be contained in our SEC filings in connection with
this acquisition and the Snelling acquisition. Any forward-looking
statement made by us herein speaks only as of the date on which it
is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us
to predict all of them. The Company undertakes no obligations to
publicly update any forward-looking statements, whether as a result
of new information, future developments or otherwise, except as may
otherwise be required by law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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HIREQUEST,
INC.
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(Registrant)
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Date: March 23,
2021
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/s/ John McAnnar
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John
McAnnar
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Chief Legal
Officer
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LINK STAFFING SERVICES CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
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(unaudited)
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September 27, 2020
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December 29, 2019
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ASSETS
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Current assets:
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Cash
and cash equivalents
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$ 8,373,730
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$ 330,749
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Accounts
receivable - trade, net of allowance for doubtful
accounts
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7,555,508
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8,561,206
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Prepaid
expenses
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638,849
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872,112
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Other
current assets
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216,914
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148,205
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Total
current assets
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16,785,001
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9,912,272
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Property and equipment, net
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1,003,199
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1,246,990
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Other assets:
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Notes
receivable, franchisees
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164,694
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482,246
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Workers'
compensation deposits
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1,771,257
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1,915,088
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Intangible
assets, net of accumulated amortization
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266,474
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254,323
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Total
other assets
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2,202,425
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2,651,657
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TOTAL ASSETS
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$ 19,990,625
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$ 13,810,919
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The
accompanying notes are an integral part of these consolidated
financial statements.
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LINK STAFFING SERVICES CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS - CONTINUED
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(unaudited)
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September 27, 2020
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December 29, 2019
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LIABILITIES AND STOCKHOLDER’ EQUITY
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Cash
overdrafts
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$ -
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$ 156,851
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Revolving
line of credit
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10,131,462
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2,793,816
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Current
maturity of capital lease obligations
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-
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19,944
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Accounts
payable and accrued liabilities
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2,397,071
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1,707,228
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Distributions
payable to stockholders
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376,890
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476,889
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Payable
to franchisees
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883,324
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1,065,235
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Workers'
compensation reserve
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577,612
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861,606
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Total
current liabilities
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14,366,359
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7,081,569
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Long-term liabilities:
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Capital
lease obligations
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29,817
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-
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Notes
payable, stockholders
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6,366,865
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6,374,435
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Total
long-term liabilities
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6,396,682
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6,374,435
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Total liabilities
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20,763,041
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13,456,004
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Stockholders' equity:
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Common
stock - voting, $1 par value; 100,000 shares authorized; 83,926
shares issued and outstanding,
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respectively
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83,926
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83,926
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Additional
paid-in capital
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552,278
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552,278
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Retained
deficit
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(1,407,827)
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(280,496)
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(771,623)
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355,708
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Treasury
stock - 40 shares, at cost
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(793)
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(793)
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Total
stockholders' equity 354,915 1,030,456
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(772,416)
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354,915
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ 19,990,625
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$ 13,810,919
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The
accompanying notes are an integral part of these consolidated
financial statements.
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LINK STAFFING SERVICES CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(unaudited)
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Quarter Ended
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Three Quarters Ended
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September 27, 2020
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September 29, 2019
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September 27, 2020
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September 29, 2019
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Service revenues
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$ 17,161,413
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$ 21,134,666
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$ 48,760,965
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$ 65,050,137
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Payroll and other direct operating expenses
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15,487,475
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18,959,835
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43,769,233
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58,074,047
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Gross
margin
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1,673,938
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2,174,831
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4,991,732
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6,976,090
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General and administrative expenses
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1,691,303
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2,018,532
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5,702,535
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6,824,400
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Income
from operations
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(17,365)
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156,299
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(710,803)
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151,690
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Other income (expense):
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Interest
expense
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(84,897)
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(34,929)
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(186,493)
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(193,429)
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Interest
income
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3,268
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4,238
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10,509
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13,503
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Other
income, net
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18,307
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13,227
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23,129
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111,631
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Depreciation
and amortization
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(101,676)
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(88,705)
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(303,641)
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(274,931)
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Total
other expense
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(164,998)
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(106,169)
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(456,496)
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(343,226)
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(Loss) income before provision for state taxes
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(182,363)
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50,130
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(1,167,299)
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(191,536)
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Provision for state taxes
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22,500
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22,500
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67,450
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50,624
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(Loss) income before non-controlling interest in subsidiary
income
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(204,863)
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27,630
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(1,234,749)
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(242,160)
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Non-controlling interest in subsidiary loss (income)
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-
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-
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-
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CONSOLIDATED NET (LOSS) INCOME
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$ (204,863)
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$ 27,630
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$ (1,234,749)
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$ (242,160)
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The
accompanying notes are an integral part of these consolidated
financial statements.
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Additional
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Retained
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Non-
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Total
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Common Stock
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Paid-in
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Earnings
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Controlling
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Treasury
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Stockholders'
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Shares
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Par Value
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Capital
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(Deficit)
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Interest
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Stock
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Equity
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Balance at December 30, 2018
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83,926
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$ 83,926
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$ 552,278
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$ 395,045
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$ -
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$ (793)
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$ 1,030,456
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Contributions
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-
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-
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-
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-
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2,747
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-
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2,747
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Distributions
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-
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-
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-
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(568,707)
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-
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-
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(568,707)
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Net Loss
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-
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-
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-
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(106,834)
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(2,747)
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-
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(109,581)
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Balance at December 29, 2019
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83,926
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83,926
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552,278
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(280,496)
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-
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(793)
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354,915
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Contributions
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-
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-
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-
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107,418
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-
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-
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107,418
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Net Loss
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-
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-
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-
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(1,234,749)
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-
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-
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(1,234,749)
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Balance at September 27, 2020
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83,926
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$ 83,926
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$ 552,278
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$ (1,407,827)
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$ -
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$ (793)
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$ (772,416)
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Balance at December 30, 2017
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83,028
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$ 83,028
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$ 483,710
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$ 773,246
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$ -
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$ (793)
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$ 1,339,191
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Issuance of common stock
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898
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|
898
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68,568
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-
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-
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-
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69,466
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Distributions
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-
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-
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-
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(946,908)
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(14,296)
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-
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(961,204)
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Net Loss
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-
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-
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-
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568,707
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14,296
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-
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583,003
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||||
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Balance at December 29, 2018
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83,926
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83,926
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552,278
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395,045
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-
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(793)
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1,030,456
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||||
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Distributions
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-
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-
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-
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(568,708)
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-
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-
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(568,708)
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Net Loss
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-
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-
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-
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(242,160)
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-
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-
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(242,160)
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Balance at September 29, 2019
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83,926
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$ 83,926
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$ 552,278
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$ (415,823)
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$ -
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$ (793)
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$ 219,588
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The
accompanying notes are an integral part of these consolidated
financial statements.
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LINK STAFFING SERVICES CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(unaudited)
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September 27, 2020
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September 29, 2019
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|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net
(loss) income
|
$ (1,234,749)
|
|
$ (242,160)
|
|
|
Adjustment
to reconcile net (loss) income to net cash from operating
activities:
|
-
|
|
|
|
|
Depreciation
and amortization
|
303,641
|
|
274,931
|
|
|
Bad
debt
|
35,401
|
|
12,228
|
|
|
Changes
in:
|
|
|
|
|
|
Accounts
receivable - trade
|
1,005,698
|
|
1,842,044
|
|
|
Write-off
due from affiliate
|
(207,401)
|
|
(348,232)
|
|
|
Prepaid
expenses
|
233,263
|
|
24,098
|
|
|
Other
current assets
|
(68,709)
|
|
(45,002)
|
|
|
Workers'
compensation deposits
|
143,831
|
|
(43,429)
|
|
|
Accounts
payable and accrued liabilities
|
689,843
|
|
829,644
|
|
|
Payable
to franchisees
|
(181,911)
|
|
(404,447)
|
|
|
Workers'
compensation reserve
|
(283,994)
|
|
(205,072)
|
|
|
Net
cash from operating activities
|
434,913
|
|
1,694,603
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Net
change in notes receivable, franchisees
|
317,552
|
|
131,665
|
|
|
Purchases
of property and equipment
|
-
|
|
(100,780)
|
|
|
Development
of trademark
|
-
|
|
(72,001)
|
|
|
Net
cash from investing activities
|
317,552
|
|
(41,116)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Change
in cash overdraft
|
(156,851)
|
|
(486,434)
|
|
|
Principal
payments of notes payable, franchisees
|
-
|
|
-
|
|
|
Principal
payments of obligations under capital lease
|
9,873
|
|
120,960
|
|
|
Net
borrowings (repayments) under revolving line of credit
|
7,337,646
|
|
(662,272)
|
|
|
Payments
on note payable to stockholder
|
(7,570)
|
|
-
|
|
|
Proceeds
from note payable to stockholder
|
-
|
|
344,377
|
|
|
Cash
contributions (distributions) to stockholders
|
107,418
|
|
(568,708)
|
|
|
Net
cash from financing activities
|
7,290,516
|
|
(1,252,077)
|
|
|
Net
change in cash
|
8,042,981
|
|
401,410
|
|
|
Cash - beginning of year
|
330,749
|
|
212,601
|
|
|
CASH - END OF YEAR
|
$ 8,373,730
|
|
$ 614,011
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
LINK STAFFING SERVICES CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – DESCRIPTION OF BUSINESS
Link
Staffing Services Corporation (the “Parent Company”)
and Subsidiaries (collectively, the “Company”) are
temporary and permanent employment placement service companies
specializing in supplying s semiskilled, light skilled, and skilled
crafts and tradespeople as well as clerical/administrative and
professional labor to the light industrial market and other markets
since 1980. The Company provides industrial temporary and permanent
help services to businesses and other organizations in twelve
states, concentrated in Texas, Florida, and California. The Company
also sells franchises to third party individuals and organizations,
as well as existing companies operating in the temporary personnel
industry. The Company’s fiscal year is based on a 52 to 53
week fiscal year ending on the Sunday immediately preceding the
calendar year-end.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – The consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”). The principal accounting policies
adopted in preparing the consolidated financial statements of the
Company are as follows.
Principles of Consolidation – The accompanying
consolidated financial statements include the accounts of Link
Staffing Services Corporation (the “Parent Company”);
its wholly-owned subsidiaries; and its 80% and 99.25% owned
subsidiaries, respectively, LSSC-Irving, LLC (“Irving”)
and LSSC-HouNW, LLC (“HouNW”). All significant
intercompany accounts and transactions have been eliminated upon
consolidation.
Non-Controlling Interest – Non-controlling interest
represents the non-controlling members’ proportionate share
of the equity on the non-wholly owned subsidiaries. Because the
Parent Company owns controlling interest in Irving and HouNW, it is
required that the operations of Irving and HouNW be included in the
consolidated financial statements. The equity interest of Irving
and HouNW that is not owned by the Parent Company is shown as
"non-controlling interest" in the consolidated statements of
operations and stockholders’ equity for the years ended
December 29, 2019, December 30, 2018, and December 31, 2017. In
January 2017, the Parent Company repurchased the non-controlling
interest in HouNW.
Use of Estimates – The preparation of consolidated
financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and
accompanying notes. Such estimates include, but are not limited to,
estimated losses on accounts receivable, useful lives used in
depreciation and amortization of property and equipment, accounting
for state taxes and related valuation allowances, and accounting
for goodwill. Future events may occur which could cause the
assumptions used in arriving at the estimates to change. The effect
of any changes will be recorded in the consolidated financial
statements when determinable. Actual results could differ from
these estimates.
Cash and Cash Equivalents – The Company has
concentrated credit risk for cash by maintaining deposits in a
bank, which may at times exceed amounts covered by insurance
provided by the United States Federal Deposit Insurance Corporation
(“FDIC”). All noninterest-bearing transaction accounts
are insured up to $250,000. The Company monitors the financial
health of the bank and has not experienced any losses in such
accounts and believes it is not exposed to any significant credit
risk to cash. The Company considers all highly liquid investments
with original maturities of three months or less to be cash
equivalents.
Accounts Receivable – Trade – Accounts
receivable are stated at the amount billed to the customers and are
generally uncollateralized. Accounts receivable are ordinarily due
within twenty days after the issuance of the invoice. The Company
has provided an allowance for doubtful accounts based upon
management’s judgment of individual customers and the overall
economic conditions. Accounts deemed uncollectible are applied
against the allowance for doubtful accounts. Bad debt recorded on
uncollectible trade accounts receivable for the quarter ended
September 27, 2020 and September 29, was approximately $1,000, and
$8,000, respectively. Bad debt recorded on uncollectible trade
accounts receivable for the three quarter ended September 27, 2020
and September 29, was approximately $35,000, and $12,000,
respectively.
Property and Equipment – Property and equipment is
stated at cost. The Company depreciates and amortizes property and
equipment over the estimated useful lives by the straight-line
method as follows:
Computer
equipment 5
years
Equipment and
automobiles
5 years
Furniture and
fixtures
7 years
Software
5 – 10 years
Leasehold
improvements
remaining term of lease
Expenditures
for additions, major renewals, and betterments are capitalized,
while expenditures for maintenance and repairs that do not increase
the value or extend the useful life of the asset are expensed as
incurred. When assets are sold, retired, or otherwise disposed of,
the cost and related accumulated depreciation and amortization are
removed from the accounts, and any resulting gain or loss is
reflected in other income.
Trademarks, net – Trademarks are identified intangible
assets with determinable lives. The trademarks are amortized on a
straight-line basis over 7 years and are evaluated for impairment
if an event occurs or circumstances change that would more likely
than not reduce the fair value of the trademarks below their
carrying amounts.
Revenue Recognition – On January 1, 2019, the Company
adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standard Codification
(“ASC”) 606, Revenue
from Contracts with Customers (“ASC 606”). In
accordance with ASC 606, the Company applied the modified
retrospective method to those contracts which were not completed as
of January 1, 2019. Under the modified retrospective method, the
cumulative effect of applying the standard is recognized at the
date of initial application. In implementing ASC 606, the Company
was required to recalculate the revenue earned on any contract in
progress at the implementation date and to restate the revenue and
cost of services as if ASC 606 had been followed from the inception
of the contract. In recalculating costs and revenue under ASC 606
guidelines, the Company identified no material difference in the
account balances. Since a material difference was not found, no
retrospective analysis of account balance changes is required. The
Company recognizes revenues from providing temporary and permanent
personnel placement services. All revenues are recognized in the
United States. Prior to the adoption of ASC 606, the Company
recorded revenues at the time services were rendered. Under ASC
606, revenue on these contracts is recognized in accordance with
the five-step revenue recognition model prescribed. Specifically,
revenue is recognized when the Company’s performance
obligations under these contracts are satisfied.
The
Company enters into contracts with customers to sell temporary
personnel placement services. Satisfaction of performance
obligations generally occurs as services are rendered, and revenue
is recognized at a point in time based on the amount of
consideration the Company expects to receive in accordance with the
price specified in the contract. As described in Note 9, a portion
of the Company’s revenue is derived from franchised
operations.
Advertising – The Company’s policy is to expense
advertising costs as incurred. Advertising costs were approximately
$3,000, and $43,000 for the quarters ending September 27, 2020,
September 29, 2019, respectively. Advertising costs were
approximately $23,000, and $73,000 for the three quarters ending
September 27, 2020, September 29, 2019, respectively.
Income Taxes – The stockholders of the Parent Company
have elected to be taxed as a small business corporation under the
provisions of Subchapter S of the Internal Revenue Code. The
Subchapter S corporations and remaining subsidiaries, which include
limited partnerships and limited liability companies, are not
taxable entities for federal income tax purposes. As such, no
provision for federal income taxes has been recorded in the
accompanying consolidated financial statements. Stockholders are
taxed individually based on their share of the Company’s
earnings. The Company’s net income or loss is allocated to
each stockholder proportionate to their ownership of the Company.
The Company is subject to state taxes consisting primarily of the
Texas margin tax, which is included on the Company’s
consolidated statements of operations under provision for state
taxes
The
Company accounts for uncertain tax positions in accordance with
FASB ASC Topic 740, Income
Taxes. ASC 740 prescribes a recognition threshold and
measurement process for consolidated financial statement
recognition of uncertain tax positions taken or expected to be
taken in a tax return. The interpretation also provides guidance on
recognition, derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. ASC 740
requires recognition of the consolidated financial statement
benefit of a tax position only after determining the relevant tax
authority would more likely than not sustain the tax position
following an audit. Based on management’s analysis, the
Company did not have any uncertain tax positions as defined by ASC
740 as of December 29, 2019 and December 30, 2018. The
Company’s federal tax returns are subject to examination by
the relevant taxing authorities for the fiscal years ending after
2016.
Workers’ Compensation Benefit Programs – The
Company has elected to self-insure certain costs related to
employee workers’ compensation benefit programs. The Company
enters into agreements with insurance companies to administrate the
programs and manage the related claims. The agreements require
various deposits as collateral and payments for estimated claims.
The Company accrues program expenses based on work performed by
temporary staff employees. The accrual for these expenses is
reported net of the estimated claims paid to the program
administrators as workers’ compensation reserve on the
balance sheets. The deposits held by administrators as additional
security for certain programs are reported as workers’
compensation deposits on the balance sheets and are fully
refundable. The Company has invested in two insurance captives to
enable it to participate in its insurance services.
NOTE 3 – NOTES PAYABLE, STOCKHOLDERS
The
Company had notes payable to stockholders of $6,366,865 and
$6,374,435 as of September 27, 2020 and December 29, 2019,
respectively. The notes bear interest at the one month LIBOR rate
plus 3.5% with interest payable monthly. The Company’s
effective rate was 5.26% at December 29, 2019. These notes mature
in January 2021 and are unsecured. The notes payable to the
stockholders are subordinated to the revolving line of credit.
During the fiscal year 2019, the stockholders forgave interest
totaling approximately $219,000. For the quarter ending September
27, 2020 and September 29, 2019, the Company incurred interest
expense to stockholders of approximately $85,000, and $35,000,
respectively. For the three quarter ending September 27, 2020 and
September 29, 2019, the Company incurred interest expense to
stockholders of approximately $186,000, and $193,000,
respectively.
NOTE 4 – SERVICE REVENUES AND FRANCHISE
OPERATIONS
Revenues
generated by franchisee locations and the related costs of services
are included in the Parent Company’s consolidated financial
statements. The Parent Company has the direct contractual
relationships with the customers and holds title to the related
customers’ receivables. Stafflink, Inc. is the legal employer
of the temporary employees (except in the case where the franchised
operator elects to provide workers’ compensation coverage
independent from the Company’s coverage). The franchisee acts
as an independent contractor to market the Company’s services
within the franchisee’s designated market area.
The net
distribution paid to the franchisee for the temporary personnel
services rendered is based on the lower of a percentage of the
gross revenues or gross margin generated by the franchisee’s
operation.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
Operating Leases – The Company leases office space
under non-cancelable operating lease agreements which expire at
various dates through August 2025 and require various minimum
annual rentals. Future minimum rental payments under these
operating leases which have initial or remaining terms in excess of
one year as of December 29, 2019 for each of the years remaining
and in the aggregate are as follows:
|
Years Ending
|
|
|
2020
|
$ 172,000
|
|
2021
|
655,000
|
|
2022
|
597,000
|
|
2023
|
552,000
|
|
2024
|
546,000
|
|
Thereafter
|
348,000
|
|
|
$ 2,870,000
|
Rent
expense included in the consolidated statements of operations
totaled approximately $136,000 and $162,000 for the quarter ending
September 27, 2020 and September 29, 2019, respectively. Rent
expense included in the consolidated statements of operations
totaled approximately $477,000 and $524,000 for the three quarter
ending September 27, 2020 and September 29, 2019,
respectively.
Litigation and Claims – There were various claims and
disputes incidental to operations. The Company believes that the
disposition of all such claims and disputes, individually or in the
aggregate, should not have a material adverse effect upon the
Company’s financial position, results of operations, or cash
flows.
HireQuest, Inc.
Unaudited Pro Forma Condensed Combined Financial
Information
The following unaudited pro forma financial information presents
the unaudited pro forma condensed combined balance sheet and
unaudited pro forma condensed combined statements of income based
upon the combined historical financial statements of HireQuest,
Inc. (“HQI” or the “Company”) and Link
Staffing Services Corporation, Franlink, Inc., and Stafflink, Inc.
(collectively “Link”), after giving effect to the Asset
Purchase Agreement (the “Link Agreement”) between Link
and HQ Link Corporation (“HQ Link”), a wholly-owned
subsidiary of the Company, and the adjustments described in the
accompanying notes.
On February 12, 2021, HQ Link entered into the Link Agreement with
Link. Pursuant to the Link Agreement, HQ Link will acquire
sellers’ franchise relationships and certain other assets of
the sellers for a purchase price of approximately $11.1 million.
Consummation of the transactions contemplated by the Link Agreement
is subject to the satisfaction or waiver of customary closing
conditions. The transaction was
financed with cash-on-hand and the Company’s credit facility
with Truist Bank and is not subject to any financing
condition.
The unaudited pro forma condensed combined balance sheet as of
September 30, 2020 reflects the transaction as if it occurred on
September 30, 2020. The unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2019
and for the three and nine months ended September 30, 2020 and 2019
reflect the transaction as if it occurred on January 1,
2019.
The unaudited pro forma condensed combined financial information is
for informational purposes only and does not purport to present
what our results would actually have been had these transactions
actually occurred on the dates presented or to project our results
of operations or financial position for any future period. You
should read the information set forth below together with the notes
to the pro forma condensed combined financial statements, the
Annual Report of the Company on Form 10-K for the year ended
December 31, 2019 and the Quarterly Report of the Company on Form
10-Q for the nine months ended September 30, 2020, and the audited
financial statements of Link for the fiscal years ended December
29, 2019 and December 30, 2018 and the unaudited financial
statements for the fiscal quarters ended September 27, 2020 and
September 29, 2019 included as Exhibit 99.1.
HireQuest, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2020
|
|
HireQuest, Inc.
|
|
Link Staffing Services Corp.
|
|
Pro forma adjustments
|
|
Pro forma condensed combined
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
$
10,297,147
|
|
$ 8,373,731
|
|
$ (17,973,731)
|
A
|
|
$ 697,147
|
|
Accounts
receivable, net of allowance for doubtful accounts
|
24,024,564
|
|
7,555,508
|
|
(7,555,508)
|
B
|
|
24,024,564
|
|
Notes
receivable
|
2,144,118
|
|
-
|
|
-
|
|
|
2,144,118
|
|
Prepaid
expenses, deposits, and other assets
|
1,179,333
|
|
855,763
|
|
(855,763)
|
B
|
|
1,179,333
|
|
Prepaid
workers' compensation
|
1,978,509
|
|
1,771,256
|
|
(1,771,256)
|
B
|
|
1,978,509
|
|
Total
current assets
|
39,623,671
|
|
18,556,258 |
|
(28,156,258)
|
|
|
30,023,671
|
|
Property
and equipment, net
|
2,958,998
|
|
1,003,199
|
|
(1,003,199)
|
B
|
|
2,958,998
|
|
Intangible
assets, net
|
186,705
|
|
266,474
|
|
(266,474)
|
B
|
|
186,705
|
|
Notes
receivable, net of current portion and reserve
|
6,377,779
|
|
164,694
|
|
(164,694)
|
B
|
|
6,377,779
|
|
Intangible
assets, franchisee agreements
|
-
|
|
-
|
|
11,100,000
|
C
|
|
11,100,000
|
|
Total
assets
|
$
49,147,153
|
|
$
19,990,625
|
|
$
(18,490,625)
|
|
|
$
50,647,153
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
$
5,499
|
|
$ 214,887
|
|
$ (214,887)
|
B
|
|
$ 5,499
|
|
Line of
credit
|
-
|
|
-
|
|
1,500,000
|
D
|
|
1,500,000
|
|
Other
current liabilities
|
1,664,854
|
|
1,700,933
|
|
(1,700,933)
|
B
|
|
1,664,854
|
|
Accrued
benefits and payroll taxes
|
2,088,119
|
|
1,154,233
|
|
(1,154,233)
|
B
|
|
2,088,119
|
|
Due to
franchisees
|
2,311,372
|
|
587,232
|
|
(587,232)
|
B
|
|
2,311,372
|
|
Risk
management incentive program liability
|
1,018,994
|
|
-
|
|
-
|
|
|
1,018,994
|
|
Notes
payable
|
-
|
|
16,498,327
|
|
(16,498,327)
|
B
|
|
-
|
|
Workers'
compensation claims liability
|
3,165,056
|
|
577,612
|
|
(577,612)
|
B
|
|
3,165,056
|
|
Total
current liabilities
|
10,253,894
|
|
20,733,224
|
|
(19,233,224)
|
|
|
11,753,894
|
|
Workers'
compensation claims liability, net of current portion
|
1,743,128
|
|
-
|
|
-
|
|
|
1,743,128
|
|
Franchisee
deposits
|
1,459,335
|
|
-
|
|
-
|
|
|
1,459,335
|
|
Deferred
rent
|
-
|
|
29,817
|
|
(29,817)
|
|
|
-
|
|
Deferred
tax liability
|
273,185
|
|
-
|
|
-
|
|
|
273,185
|
|
Total
liabilities
|
13,729,542
|
|
20,763,041
|
|
(19,263,041)
|
|
|
15,229,542
|
|
Equity
|
|
|
-
|
|
-
|
|
|
1,743,128
|
|
Total
HireQuest, Inc. stockholders’ equity
|
35,417,611
|
|
-
|
|
-
|
|
|
35,417,611
|
|
Total
Link stockholders’ equity
|
-
|
|
(772,416)
|
|
772,416
|
E
|
|
-
|
|
Total
stockholders' equity
|
35,417,611
|
|
(772,416)
|
|
772,416
|
|
|
35,417,611
|
|
Total
liabilities and stockholders' equity
|
$
49,147,153
|
|
$
19,990,625
|
|
$
(18,490,625)
|
|
|
$
50,647,153
|
See
notes to pro forma condensed combined financial
statements.
HireQuest, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the
Three Months Ended September 30, 2020
|
|
HireQuest, Inc.
|
|
Link Staffing Services Corp.
|
|
Pro forma adjustments
|
|
Pro forma condensed combined
|
|
|
Franchise royalties/Revenue
|
$ 3,218,606
|
|
$ -
|
|
$ -
|
|
|
$ 3,218,606
|
|
Service revenue
|
164,074
|
|
17,161,413
|
|
-
|
|
|
17,325,487
|
|
Cost of sales
|
-
|
|
15,487,475
|
|
-
|
|
|
15,487,475
|
|
Total
revenue
|
3,382,680
|
|
1,673,938
|
|
-
|
|
|
5,056,618
|
|
Selling, general and administrative expenses
|
1,357,725
|
|
1,691,303
|
|
-
|
|
|
3,049,028
|
|
Depreciation and amortization
|
32,438
|
|
101,676
|
|
185,000
|
A
|
|
319,114
|
|
Income
(loss) from operations
|
1,992,517
|
|
(119,041)
|
|
(185,000)
|
|
|
1,688,476
|
|
Other miscellaneous income
|
392,709
|
|
21,575 |
|
-
|
|
|
414,284
|
|
Interest and other financing expense
|
(10,035)
|
|
(84,897)
|
|
-
|
|
|
(94,932)
|
|
Net
income before income taxes
|
2,375,191
|
|
(182,363)
|
|
(185,000)
|
|
|
2,007,828
|
|
Provision
(benefit) for income taxes
|
404,058
|
|
22,500
|
|
45,510
|
B
|
|
472,068
|
|
Net
income (loss)
|
$
1,971,133
|
|
$
(204,863)
|
|
$
(230,510)
|
|
|
$
1,535,760
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Basic
|
$ 0.15
|
|
|
|
|
|
|
$ 0.11
|
|
Diluted
|
$
0.15
|
|
|
|
|
|
|
$
0.11
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
Basic
|
13,573,086
|
|
|
|
|
|
|
13,573,086
|
|
Diluted
|
13,574,863
|
|
|
|
|
|
|
13,574,863
|
See
notes to pro forma condensed combined financial
statements.
HireQuest, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the
Nine Months Ended September 30, 2020
|
|
HireQuest, Inc.
|
|
Link Staffing Services Corp.
|
|
Pro forma adjustments
|
|
Pro forma condensed combined
|
|
|
Franchise royalties
|
$ 9,563,135
|
|
$ -
|
|
$ -
|
|
|
$ 9,563,135
|
|
Service revenue
|
840,515
|
|
48,760,965
|
|
-
|
|
|
49,601,480
|
|
Cost of sales
|
-
|
|
43,769,233
|
|
-
|
|
|
43,769,233
|
|
Total
revenue
|
10,403,650
|
|
4,991,732
|
|
-
|
|
|
15,395,382
|
|
Selling, general and administrative expenses
|
6,542,171
|
|
5,702,535
|
|
-
|
|
|
12,244,706
|
|
Depreciation and amortization
|
96,654
|
|
303,641
|
|
555,000
|
A
|
|
955,295
|
|
Income
(loss) from operations
|
3,764,825
|
|
(1,014,444)
|
|
(555,000)
|
|
|
2,195,381
|
|
Other miscellaneous income
|
932,254
|
|
23,129
|
|
-
|
|
|
955,383
|
|
Interest and other financing expense
|
(39,174)
|
|
(175,984)
|
|
-
|
|
|
(215,158)
|
|
Net
income before income taxes
|
4,657,905
|
|
(1,167,299)
|
|
(555,000)
|
|
|
2,935,606
|
|
Provision
for income taxes
|
654,592
|
|
67,450
|
|
136,530
|
B
|
|
858,572
|
|
Net
income (loss)
|
$
4,003,313
|
|
$
(1,234,749)
|
|
$
(691,530)
|
|
|
$
2,077,034
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Basic
|
$ 0.30
|
|
|
|
|
|
|
$ 0.15
|
|
Diluted
|
$
0.30
|
|
|
|
|
|
|
$
0.15
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
Basic
|
13,551,507
|
|
|
|
|
|
|
13,551,507
|
|
Diluted
|
13,553,619
|
|
|
|
|
|
|
13,553,619
|
See
notes to pro forma condensed combined financial
statements.
HireQuest, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the
Year Ended December 31, 2019
|
|
HireQuest, Inc.
|
|
Link Staffing Services Corp.
|
|
Pro forma adjustments
|
|
Pro forma condensed combined
|
|
|
Franchise royalties
|
$ 14,673,636
|
|
$ -
|
|
$ -
|
|
|
$ 14,673,636
|
|
Service revenue
|
1,202,824
|
|
85,034,061
|
|
-
|
|
|
86,236,885
|
|
Cost of sales
|
-
|
|
75,215,530
|
|
-
|
|
|
75,215,530
|
|
Total
revenue
|
15,876,460
|
|
9,818,531
|
|
-
|
|
|
25,694,991
|
|
Selling, general and administrative expenses
|
12,692,297
|
|
9,634,564
|
|
-
|
|
|
22,326,861
|
|
Depreciation and amortization
|
400,132
|
|
65,000
|
|
740,000
|
A
|
|
1,205,132
|
|
Income
(loss) from operations
|
2,784,031
|
|
118,967
|
|
(740,000)
|
|
|
2,162,998
|
|
Other miscellaneous income
|
751,077
|
|
90,781
|
|
-
|
|
|
841,858
|
|
Interest and other financing expense
|
(559,585)
|
|
(243,453)
|
|
-
|
|
|
(803,038)
|
|
Net
income before income taxes
|
2,975,523
|
|
(33,705)
|
|
(740,000)
|
|
|
2,201,818
|
|
Provision
for income taxes
|
3,480,996
|
|
73,129
|
|
182,040
|
B
|
|
3,736,165
|
|
Loss
from continuing operations
|
(505,473)
|
|
(106,834)
|
|
(922,040)
|
|
|
(1,534,347)
|
|
Income
from discontinued operations, net of tax
|
215,494
|
|
-
|
|
-
|
|
|
215,494
|
|
Net
loss
|
$
(289,979)
|
|
$
(106,834)
|
|
$
(922,040)
|
|
|
$
(1,318,853)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
$ (0.05)
|
|
|
|
|
|
|
$ (0.12)
|
|
Discontinued
operations
|
0.02
|
|
|
|
|
|
|
0.02
|
|
Total
|
$ (0.03)
|
|
|
|
|
|
|
$ (0.10)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
11,588,776
|
|
|
|
|
|
|
11,588,776
|
See
notes to pro forma condensed combined financial
statements.
HireQuest, Inc.
Notes to Pro Forma Condensed Combined Financial
Statements
Note 1 – Basis of Presentation
The historical financial information has been adjusted to give pro
forma effect to events that are directly attributable to the Link
Agreement and expected to have a continuing impact on the combined
results. The pro forma adjustments are preliminary and based on
estimates. They have been prepared to illustrate the estimated
effect of the Link Agreement and certain other
adjustments.
Note 2 – Preliminary Purchase Price Allocation
Under the purchase method of accounting, the total purchase price
of $11.1 million allocated to the tangible and intangible assets
acquired and liabilities assumed by the Company based on their
preliminary estimated fair values. The fair value assessments are
preliminary and are based upon available information and certain
assumptions which the Company believes are reasonable. Actual
results may differ materially from the unaudited pro forma
condensed combined financial statements.
|
Description
|
|
Amount
|
|
Fair value of franchise agreements assumed
|
|
$ 11,100,000
|
|
Total
allocated purchase price
|
|
$ 11,100,000
|
Note 3 – Adjustments to the Unaudited Pro Forma Condensed
Combined Balance Sheet
|
|
(A) -
Adjustments to cash:
|
|
|
Description
|
|
Amount
|
|
Borrowing on line of credit
|
|
$ 1,500,000
|
|
Cash consideration paid for Link
|
|
(11,100,000)
|
|
Link cash balance not acquired
|
|
(8,373,731)
|
|
Pro
forma adjustment to cash
|
|
$ (17,973,731)
|
|
|
(B)
-Assets not acquired and liabilities not assumed pursuant to the
Link Agreement.
|
|
|
(C)
-Preliminary estimated value of franchise agreements
assumed.
|
|
|
(D) -
Borrowing on line of credit to fund transaction.
|
|
(E) -Adjustment to Link stockholders historical
equity.
|
Note 4 – Adjustments to the Unaudited Pro Forma Condensed
Combined Statement of Income
|
|
(A)
-The newly acquired intangible assets consisting of assumed
franchise agreements will be amortized on a straight-line basis
over their estimated useful lives. The fair value assessment is
preliminary and any changes to the preliminary values will have a
direct impact on future earnings via amortization
expense.
|
|
Description
|
|
Estimated fair value
|
|
Estimated useful life
|
|
Three months ended September 30, 2020
|
|
Nine months ended September 30, 2020
|
|
Year ended December 31, 2019
|
|
Franchise agreements
|
|
$ 11,100,000
|
|
15 years
|
|
$ 185,000
|
|
$ 555,000
|
|
$ 740,000
|
|
Pro
forma adjustment to amortization expense
|
|
|
|
|
|
$ 185,000
|
|
$ 555,000
|
|
$ 740,000
|
|
|
(B) -
To record the income tax impact of the pro forma adjustments (A)
above.
|
|
Description
|
|
Three months ended September 30, 2020
|
|
Nine months ended September 30, 2020
|
|
Year ended December 31, 2019
|
|
Pro forma change in income before income tax
|
|
$ 185,000
|
|
$ 555,000
|
|
$ 740,000
|
|
Combined Federal and State statutory rate
|
|
24.6%
|
|
24.6%
|
|
24.6%
|
|
Pro
forma adjustment to provision for income taxes
|
|
$ 45,510
|
|
$ 136,530
|
|
$ 182,040
|
HireQuest, Inc. Closes Acquisition of LINK Staffing
Acquires 35 Franchised Locations in Nine States,
Further
Expanding Franchise Opportunity to Include Traditional Commercial
Staffing
GOOSE CREEK, South Carolina – March 23, 2021 –
HireQuest, Inc. (Nasdaq: HQI), a national franchisor of on-demand
and temporary staffing services, today announced that its
subsidiary, HQ Link Corporation, has closed the acquisition of the
franchised operations of LINK Staffing, a family-owned staffing
company based in Houston, Texas, for approximately $11.1 million in
cash. The transaction does not include working capital. The 35
acquired locations generated approximately $57 million in
system-wide sales in 2020.
“On
the heels of the recent acquisition of 47 locations from Snelling
Staffing, a 67-year-old staffing company, we have rapidly expanded
our presence in commercial staffing, creating an additional revenue
stream for HireQuest,” commented Rick Hermanns,
HireQuest’s President and Chief Executive Officer.
“Just as importantly, the combined branch networks of LINK
and Snelling will create a dynamic platform from which we believe
we can grow our commercial staffing business organically. Most of
the LINK locations are expected to be rebranded under the
well-respected Snelling name.”
Through
the Snelling and LINK acquisitions, HireQuest added 82 locations
before any location sales, that produced $144 million in
system-wide sales for a total consideration of $28.4 million before
working capital adjustments. HireQuest subsequently sold five
locations to a third party and divested ten California offices in
exchange for a continuing trademark license royalty.
HireQuest
funded the LINK acquisition with existing cash on
hand.
About HireQuest
HireQuest,
Inc. is a nationwide franchisor that provides on-demand labor and
commercial staffing solutions in the light industrial, blue-collar,
and commercial segments of the staffing industry for HireQuest
Direct, HireQuest, Snelling, and LINK franchised offices across the
United States. Through its national network of over 200
franchisee-owned offices in more than 30 states and the District of
Columbia, HireQuest provides employment for approximately 60,000
individuals annually that work for thousands of customers in
numerous industries including construction, light industrial,
manufacturing, hospitality, clerical, travel, and event services.
For more information, visit www.hirequest.com.
Important Cautions Regarding Forward-Looking
Statements
This release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 including
statements regarding the acquisition of certain assets of LINK
Staffing and Snelling Staffing and the expected benefits from such
transaction including increased earnings and revenue, diversified
offerings, organic growth, and the effects of expanded scale. All
statements other than statements of historical facts contained
herein, including the statements identified in the preceding
sentences and other statements regarding our future financial
position and results of operations, liquidity, business strategy,
and plans and objectives of management for future operations, are
forward-looking statements. The words “expect,”
“expectation,” “intend,”
“anticipate,” “will,”
“believe,” “may,” “estimate,”
“continue,” “should,” “plan,”
“could,” “target,” “potential,”
“is likely,” and similar expressions as they relate to
the company, LINK, or Snelling Staffing, are intended to identify
forward-looking statements. We have based these forward-looking
statements largely on management’s expectations and
projections regarding future events, negotiations, and financial
trends that we believe may affect our financial condition,
operating performance, business strategy, and financial needs.
These forward-looking statements involve a number of risks and
uncertainties.
Important factors that could cause actual results to differ
materially from these forward-looking statements include: the
possibility that the anticipated benefits of the asset acquisitions
or asset sales will not be realized or will not be realized within
the expected time period; the risk that LINK’s or Snelling
Staffing’s business may not be integrated successfully; the
risk that disruption from the acquisitions may make it more
difficult to maintain existing business and operational
relationships; and several other factors.
Further information on risks we face is detailed in our filings
with the Securities and Exchange Commission, including our Form
10-K for the fiscal year ended December 31, 2019, our quarterly
reports on Form 10-Q filed since that date, and our current reports
on Form 8-K filed with the SEC on February 1, 2021, February 16,
2021, and March 2, 2021, and will be contained in our SEC filings
in connection with this acquisition. Any forward-looking statement
made by us herein speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict
all of them. The Company undertakes no obligations to publicly
update any forward-looking statements, whether as a result of new
information, future developments or otherwise, except as may
otherwise be required by law.
Company
Contact:
HireQuest,
Inc.
Cory
Smith, CFO
(800)
835-6755
Email:
Cssmith@hirequest.com
Investor
Relations Contact:
Hayden
IR
Brett
Maas
(646)
536-7331
Email:
brett@haydenir.com