HireQuest, Inc 8-K, filed Jun 29, 2020
HireQuest, Inc. (HQI)
8-K
2020-06-29
For: 2020-06-26
View Original
Added on
April 07, 2026
About this 8-K
HireQuest, Inc filed this 8-K on June 29, 2020, reporting on events of June 26, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): June 26,
2020
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 Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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111
Springhall Drive, Goose Creek, SC 29445
(Address
of principal executive offices) (Zip code)
(843)
723-7400
Registrant’s
telephone number, including area code
__________________________________________________
(Former
name or former address, 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 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 checkmark 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 -
8.01
Other Events.
On June 26, 2020,
the Board of Directors of HireQuest, Inc. (the "Company")
authorized and approved a share repurchase program pursuant to
which the Company may purchase up to 1 million shares of the
Company's common stock, par value $0.001 per share, through June
26, 2021. The shares may be purchased from time to time in open
market transactions at prevailing market prices, in
privately-negotiated transactions, in block purchases, utilizing
Rule 10b5-1 programs, or by other means all in accordance with
federal securities laws. Applicable purchases will be made in
accordance with Rule 10b-18 under the Securities and Exchange Act,
as amended. There can be no
assurance of how many shares will be purchased, and the repurchase
program may be suspended or discontinued at any time. The
actual timing, number, and value of shares purchased under the
program will depend on a number of factors including the market
price of the Company's stock, general market and economic
conditions, and applicable legal requirements. Purchases will be
financed through the Company's existing cash balances and cash
provided through operations. As of June 15, 2020, the Company had
approximately 13.5 million shares outstanding.
On June 29, 2020,
the Company issued a press release announcing the share repurchase
program, a copy of which is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking
Statements
This Current
Report on Form 8-K and the Press Release included as Exhibit 99.1
hereto contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including
statements regarding stock which may be repurchased pursuant to the
share repurchase program discussed herein and therein, the method,
means, and timing of any such repurchases, and the future financial
position and liquidity of the Company. All statements other than
statements of historical facts contained herein and therein,
including the statements identified in the preceding sentence and
other statements regarding our future shares outstanding, financial
position, liquidity, and plans and objectives of management are
forward-looking statements. The words "may," "believe," "estimate,"
"anticipate," "continue," "intend," "should," "plan," "could,"
"target," "potential," "is likely," "will," "expect," and similar
expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections
about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy,
and financial needs.
Important factors
that could cause actual results to differ from those in the
forward-looking statements include: the possibility that the market
for our shares of stock may materially change; the risk that our
business may be negatively impacted by the economy, including
without limitation, the effects of COVID-19; the
possibility that we may suspend or terminate our share repurchase
program; the level of demand and financial performance of the
temporary staffing industry; the financial performance of the
Company’s franchisees; and changes in customer
demand.
Further
information on risks we face is contained in our filings with the
SEC, including our Form 10-K for the year ended December 31, 2019.
Any forward-looking statement made by us herein or in the press
release, speaks only as of the date on which it is made. Factors or
events that could cause our actual results and future actions to
differ may emerge from time to time, and it is not possible to
predict them all. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments, or otherwise, except as required by
law.
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Item -
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
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: June 29,
2020
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By:
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/ s/ John D.
McAnnar
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Name: John D.
McAnnar
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Title: Chief Legal
Officer, Secretary
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3
HireQuest, Inc. Announces New Stock Repurchase Program for up to 1
Million Shares
Goose Creek, South Carolina, June 29, 2020 – HireQuest, Inc.
(NASDAQ: HQI) announced that its Board of Directors has authorized
a new share repurchase program pursuant to which the company may
repurchase up to 1 million shares of its common stock through June
2021.
“Using our strong balance sheet to repurchase shares
demonstrates our confidence in the strength of our franchised
business model, the underlying value of our stock, and our
commitment to providing long-term value for our
stockholders,” commented Rick Hermanns, President and Chief
Executive Officer of the company. “We have ample liquidity
and cash flow to simultaneously repurchase shares and support our
growth initiatives, whether that be through organic growth or
selective pursuit of other opportunities that may
arise.”
The shares may be repurchased from time to time in open market
transactions at prevailing market prices, in privately negotiated
transactions, or by other means in accordance with federal
securities laws. The Company has put in place a Rule 10b5-1 plan to
facilitate market repurchases. A plan under Rule 10b5-1 allows a
company to repurchase shares at times when it might otherwise be
prevented from doing so by securities laws or because of
self-imposed trading blackout periods. Any repurchased shares will
be available for various corporate purposes. There can be no
assurance of how many shares will be repurchased, and the
repurchase program may be suspended or discontinued at any time.
The actual timing, number and value of shares repurchased under the
program will depend on a number of factors, including the market
price of HireQuest Inc.'s stock, general market and economic
conditions, and applicable legal requirements. Purchases will be
financed through the company’s existing cash balances and
cash provided through operations.
The Company had approximately 13.5 million shares of common stock
outstanding as of June 15, 2020, the date of its most recent annual
meeting of stockholders.
About HireQuest
HireQuest, Inc. is a nationwide franchisor that provides on demand
labor solutions primarily in the light industrial and blue-collar
segments of the staffing industry for HireQuest Direct and
HireQuest franchised offices across the United States. Through its
nationwide network of more than 130 franchisee-owned offices in 30
states and the District of Columbia, the Company provides
employment annually for approximately 67,000 field team members
working for thousands of customers, principally in the areas of
construction, light industrial, manufacturing, hospitality, and
event services. For more information,
visit www.hirequest.com.
Forward-Looking Statements
This news release includes, and the company’s officers and
other representatives may sometimes make or provide certain
estimates and other forward-looking statements within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Exchange Act, including, among others,
statements with respect to the Company’s plan to repurchase
shares, value to stockholders, future liquidity, the strength of
our franchise model, and the Company’s future growth; and all
other statements that are not purely historical and that may
constitute statements of future expectations. Forward-looking
statements can be identified by words such as:
“anticipate,” “intend,” “plan,”
“goal,” “seek,” “believe,”
“project,” “estimate,”
“expect,” “strategy,” “future,”
“likely,” “may,” “should,”
“will,” and similar references to future
periods.
While the company believes these statements are accurate,
forward-looking statements are not historical facts and are
inherently uncertain. They are based only on the company’s
current beliefs, expectations, and assumptions regarding the future
of its business, future plans and strategies, projections,
anticipated events and trends, the economy, and other future
conditions. The company cannot assure you that these expectations
will occur, and its actual results may be significantly different.
Therefore, you should not place undue reliance on these
forward-looking statements. Important factors that may cause actual
results to differ materially from those contemplated in any
forward-looking statements made by the company include the
following: significant changes in the market for our shares; the
possibility that we may suspend or terminate our share repurchase
program; the level of demand and financial performance of the
temporary staffing industry; the financial performance of the
company’s franchisees; changes in customer demand; the
effects of any global pandemic including the impact of COVID-19;
the extent to which the company is successful in gaining new
long-term relationships with customers or retaining existing ones,
and the level of service failures that could lead customers to use
competitors’ services; strategic actions, including
acquisitions and dispositions and the company’s success in
integrating acquired businesses; natural events such as severe
weather, fires, floods, and earthquakes, or man-made or other
disruptions of the company’s operating systems; and the
factors discussed in the “Risk Factors” section and
elsewhere in the company’s most recent Annual Report on Form
10-K.
Any forward-looking statement made by the company or its management
in this news release is based only on information currently
available to the company and speaks only as of the date on which it
is made. The company and its management disclaim any obligation to
update or revise any forward-looking statement, whether written or
oral, that may be made from time to time, based on the occurrence
of future events, the receipt of new information, or otherwise,
except as required by law.
Contacts
Company Contact:
HireQuest, Inc.
Cory Smith, CFO
(843) 723-7400
Email: cssmith@hirequest.com
Investor Relations Contact:
Hayden IR
Brett Maas, Managing Partner
(646) 536-7331
Email: brett@haydenir.com