GEE Group Inc 10-K for FY2021

GEE Group Inc. (JOB)

10-K 2021-12-23 For: 2021-09-30

Added on April 08, 2026

About this 10-K

GEE Group Inc filed this 10-K on December 23, 2021, covering the fiscal year ended September 30, 2021 (FY2021).

Headline figures

Fiscal year ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $148.88M; up 14.7% from $129.84M a year earlier
Net income: $6000; compared with a net loss of $14.35M a year earlier
Diluted EPS: $0.00; compared with -$1.14 a year earlier

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7751 Belfort Parkway, Suite 150, Jacksonville, FL		32256
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		JOB		NYSE American

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐¨

PART I		Page

Item 1.	Business.	3

Item 1A.	Risk Factors.	10

Item 1B.	Unresolved Staff Comments.	24

Item 2.	Properties.	25

Item 3.	Legal Proceedings.	25

Item 4.	Mine Safety Disclosures.	25

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	26

Item 6.	[Reserved].	27

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	39

Item 8.	Financial Statements and Supplementary Data.	F-1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	40

Item 9A.	Controls and Procedures.	40

Item 9B.	Other Information.	40

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	41

Item 11.	Executive Compensation.	48

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	51

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	53

Item 14.	Principal Accountant Fees and Services.	54

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	56

SIGNATURES		67

	·	Access Data Consulting provides hard-to-find IT talent to customers on a direct hire or contract basis and human resources consulting services and solutions in the higher-end IT vertical including project management support to businesses regionally (Western and Southwestern U.S.) and, to a lesser extent, throughout the rest of the U.S.

	·	Agile Resources delivers unique CIO advisory services, IT project support and human resources solutions regionally (Southeastern U.S.) and, to a lesser extent, nationally in the areas of application architecture and delivery, enterprise operations, digital, information lifecycle management and project management all with flexible delivery options including contract staffing and direct hire.

	·	Ashley Ellis works with C-suite and senior executives to offer full cycle engineering and IT contract staffing services, with a focus on business intelligence, application development and network infrastructure, to clients in the Southeastern U.S. region and, to a lesser extent, throughout the rest of the U.S.

	·	GEE Group (Columbus) primarily provides direct hire placement and contract staffing services in the accounting and engineering verticals, with an emphasis on placing personnel with specialized skills in the mechanical, manufacturing and equipment maintenance areas to clients throughout the Midwestern U.S.

	·	Omni One specializes in technical and professional direct-hire and contract staffing solutions in the manufacturing and engineering verticals for clients primarily located in the Midwestern U.S.

	·	Paladin Consulting primarily provides highly skilled IT professionals on a contract or direct hire basis directly to customers or through RPO, MSP and VMS arrangements and other non-IT staffing solutions to customers nationwide including government contractors who require that the provider of staffing services have required security clearance; such security certification is maintained by Paladin Consulting.

	·	Scribe Solutions provides hospital and free-standing emergency rooms and physician practices in the Southeastern U.S. with highly trained medical scribes for personal assistant work in connection with EMR.

	·	SNI Companies provides human resource solutions, including direct hire and contract staffing, project support and retained search services specializing primarily in the accounting, finance, banking, IT and office support verticals to customers located in major U.S. metropolitan markets, such as Dallas/Fort Worth, Denver, Miami, Tampa, Jacksonville, Boston, Hartford and surrounding areas. SNI Companies’ brands include Accounting Now, Staffing Now®, SNI Banking, SNI Certes®, SNI Energy®, SNI Financial®, and SNI Technology®.

☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the fiscal year ended September 30, 2021

	Fiscal
	2021			2020
Professional direct hire placement services		12.8	%		11.8	%
Professional contract services		75.5	%		74.7	%
Industrial contract services		11.7	%		13.5	%

	·	Providing innovative solutions for clients delivered through an enhanced and expanded menu of professional services offerings while increasing the penetration of clients in our existing markets for our IT, finance and accounting, healthcare, engineering and office support verticals;

	·	Entering other fast growing markets following existing customers who are expanding their operations and cross-selling services by leveraging strategic customer relationships capitalizing on the Company’s national managed services agreements MSA, MSP and VMS relationships;

	·	Expanding our geographic footprint into key markets through both virtual and bricks and mortar de novo office openings;

	·	Adding recruiting and sales talent to our existing delivery network to obtain new customers and increase the number of placements made to increase revenue;

	·	Increasing scalability and expanding operating margin through continued realization of economies of scale through the on-going process of streamlining back office operations, leveraging regional and national recruiting centers, improving upon per desk production averages and through the elimination of duplicative costs of acquired companies; and

	·	Capitalizing on hiring opportunities created by the economic downturn through providing on-demand labor to fill the personnel voids of businesses following corporate America’s reaction to the COVID-19 pandemic with shutdowns, layoffs and displacements of professionals, office support staff and blue collar workers. As the economy recovers and companies return to sustained growth, demand for our services is anticipated to accelerate, with a particular focus on IT, E-Commerce and Logistics.

	·	A focus on IT specialties and other verticals, including cyber security, government and targets in the professional services sectors;

	·	A well-managed business with experienced operators and with high gross and EBITDA margins, as well as consistent revenue growth;

	·	Limited enterprise risk and successful due diligence; and

	·	Pricing commensurate with profitability and growth, must be accretive to earnings and consideration generally consisting of a combination of cash, seller and bank financing and stock.

	·	Deep experience and vertical specialization and expertise in niche markets;

	·	Invested in robust sales programs and marketing tools and technology and CRM software to successfully target and reach out to potential new customers;

	·	Long-tenured division leaders, business development managers and vertical specialists (e.g., certified public accountants for accounting, tax and financial placements) with deep and relevant staffing industry experience;

	·	Strong and proven capability to deliver outstanding results upon short notice on large-scale projects leveraging our wide office network and experienced project team leaders, including experience with MSP and VMS programs;

	·	Set in place the strategy and procedures for both temporary and permanent virtual working and invested in technology to facilitate communication, recruiting, onboarding and management of the business virtually;

	·	Vertical specific state-of-the-art databases, applicant tracking systems (“ATS”) and other technology tools that facilitate swift, expert matching of candidates to job requirements providing highly-qualified multiple choices to customers;

	·	Localized decision-making and a lack of a multi-layered bureaucracy which provides for a more rapid response to customized client requests and a streamlined approval process in place for speedy recruitment of personnel; and

	·	Hands-on training with specialized modules for newly hired recruiters and account management personnel.

	·	we see a significant decline in the staffing services requested from us under our service agreements; or

	·	our customers cancel or defer a significant number of staffing requests; or our existing customer agreements expire or lapse and we cannot replace them with similar agreements.

	·	difficulty in integrating the operations, technologies, products and personnel of an acquired business, including consolidating redundant facilities and infrastructure;

	·	potential disruption of our ongoing business and the distraction of management from our day-to-day operations;

	·	difficulty entering markets in which we have limited or no prior experience and in which competitors have a stronger market position;

	·	difficulty maintaining the quality of services that such acquired companies have historically provided;

	·	impact of liabilities of the acquired businesses undiscovered or underestimated as part of the acquisition due diligence;

	·	failure to realize anticipated growth opportunities from a combined business, because existing and potential clients may be unwilling to consolidate business with a single supplier or to stay with the acquirer post acquisition;

	·	impacts of cash on hand and debt incurred to finance acquisitions, thus reducing liquidity for other significant strategic objectives;

	·	internal controls, disclosure controls, corruption prevention policies, human resources and other key policies and practices of the acquired companies may be inadequate or ineffective;

	·	overpayment for the acquired company or assets or failure to achieve anticipated benefits, such as cost savings and revenue enhancements;

	·	increased expenses associated with completing an acquisition and amortizing any acquired intangible assets;

	·	challenges in implementing uniform standards, accounting policies, customs, controls, procedures and policies throughout an acquired business;

	·	failure to retain, motivate and integrate key management and other employees of the acquired business; and

	·	loss of customers and a failure to integrate customer bases.

	·	discrimination and harassment;

	·	wrongful termination or denial of employment;

	·	violations of employment rights related to employment screening or privacy issues;

	·	classification of temporary workers;

	·	assignment of illegal aliens;

	·	violations of wage and hour requirements;

	·	retroactive entitlement to temporary worker benefits;

	·	errors and omissions by our temporary workers;

	·	release, misuse or appropriation of client intellectual property, or other confidential or other property or proprietary information;

	·	misappropriation of funds;

	·	cybersecurity breaches affecting our clients and/or us;

	·	damage to customer facilities due to negligence of temporary workers; and

	·	criminal misconduct or illegal activity by our temporary workers.

	·	our quarterly or annual operating results and financial position;

	·	adverse market reaction to our indebtedness;

	·	the impact of the COVID-19 pandemic on our management, employees, partners, customers, and operating results;

	·	announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments;

	·	litigation and government investigations;

	·	pending or recently completed acquisitions;

	·	investment recommendations by securities analysts following our business or our industry;

	·	additions or departures of key personnel;

	·	changes in the business, earnings estimates or market perceptions of our competitors;

	·	our failure to achieve operating results consistent with securities analysts’ projections;

	·	changes in industry, general market or economic conditions; and

	·	changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business.

	·	restrictions on the ability of shareholders to call special meetings of shareholders. Special meetings of our shareholders may be called only by the chairman of the board of directors, our president, a majority of the members of the board of directors, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 20% of the votes at the special meeting;

	·	the ability of our board of directors to designate the terms of and issue new series of preferred stock without shareholder approval, which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also known as a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and

	·	restrictions pursuant to the Illinois Business Corporation Act (the “IBCA”) that prohibit a publicly held Illinois corporation from engaging in a “business combination” with an “interested shareholder” for a period of three years following the time the person became an interested shareholder, unless the business combination or the acquisition of shares that resulted in a shareholder becoming an interested shareholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested shareholder. Generally, an “interested shareholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested shareholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for our stock.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders		1,750	$	2.13		10,786
Total		1,750	$	2.13		10,786

Gross Profit percentage by service:
	Fiscal
	2021			2020
Professional contract services		26.3	%		26.4%
Industrial contract services		22.3	%		21.7%
Consolidated professional and industrial services		25.8	%		25.7%

Direct hire placement services		100.0	%		100.0%
Combined gross profit margin % (1)		35.3	%		34.4%

·	Compensation and benefits in the operating divisions, which includes salaries, wages and commissions earned by the Company’s employment consultants, recruiters and branch managers on permanent and temporary placements;

·	Administrative compensation, which includes salaries, wages, payroll taxes and employee benefits associated with general management and the operation of corporate functions, including principally, finance, legal, human resources and information technology functions;

·	Occupancy costs, which includes office rent, depreciation and amortization, and other office operating expenses;

·	Recruitment advertising, which includes the cost of identifying and tracking job applicants; and

·	Other selling, general and administrative expenses, which includes travel, bad debt expense, fees for outside professional services and other corporate-level expenses such as business insurance and taxes.

		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of September 30, 2021 and 2020		F-3

Consolidated Statements of Operations for the years ended September 30, 2021 and 2020		F-4

Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2021 and 2020		F-5

Consolidated Statements of Cash Flows for the years ended September 30, 2021 and 2020		F-6

Notes to Consolidated Financial Statements		F-7

(in thousands)	September 30,
ASSETS	2021			2020
CURRENT ASSETS:
Cash	$	9,947		$	14,074
Accounts receivable, less allowances ($286 and $2,072, respectively)		23,070			16,047
Prepaid expenses and other current assets		668			1,393
Total current assets		33,685			31,514
Property and equipment, net		765			906
Goodwill		63,443			63,443
Intangible assets, net		14,754			18,843
Right-of-use assets		3,920			4,623
Other long-term assets		1,022			684
TOTAL ASSETS	$	117,589		$	120,013

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,257		$	2,051
Accrued compensation		6,413			5,506
Current Paycheck Protection Program Loans and accrued interest		16,741			2,243
Current operating lease liabilities		1,681			1,615
Other current liabilities		4,065			6,748
Total current liabilities		31,157			18,163
Deferred taxes		591			430
Paycheck Protection Program loans and accrued interest		-			17,779
Revolving credit facility		-			11,828
Term loan, net of discount		-			37,752
Noncurrent operating lease liabilities		3,006			3,927
Other long-term liabilities		2,066			2,756
Total long-term liabilities		5,663			74,472

Commitments and contingencies

MEZZANINE EQUITY
Preferred stock; no par value; authorized - 20,000 shares, designated 160 shares of Series A,
5,950 shares of Series B, 3,000 shares of Series C, none issued		-			-
Total mezzanine equity		-			-

SHAREHOLDERS' EQUITY
Common stock, no-par value; authorized - 200,000 shares; issued and outstanding - 114,100 shares
at September 30, 2021 and 17,667 shares at September 30, 2020, respectively		-			-
Additional paid in capital		111,416			58,031
Accumulated deficit		(30,647	)		(30,653	)
Total shareholders' equity		80,769			27,378
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	117,589		$	120,013

	Year Ended September 30,
(in thousands except per share data)	2021			2020
NET REVENUES:
Contract staffing services	$	129,802		$	114,526
Direct hire placement services		19,078			15,309
NET REVENUES		148,880			129,835

Cost of contract services		96,339			85,131
GROSS PROFIT		52,541			44,704

Selling, general and administrative expenses (including noncash
stock-based compensation expense of $970 and $1,559 respectively)		41,651			44,401
Depreciation expense		311			248
Amortization of intangible assets		4,089			5,038
Goodwill impairment charge		-			8,850
INCOME (LOSS) FROM OPERATIONS		6,490			(13,833	)
(Loss) gain on extinguishment of debt		(548	)		12,316
Interest expense		(5,878	)		(12,233	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION		64			(13,750	)
Provision for income tax		(58	)		(597	)
NET INCOME (LOSS)		6			(14,347	)
Gain on redeemed preferred stock		-			24,475
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	6		$	10,128

BASIC EARNINGS PER SHARE	$	0.00		$	0.67
DILUTED EARNINGS (LOSS) PER SHARE	$	0.00		$	(1.14	)

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		60,594			15,214
DILUTED		61,948			21,570

	Common		Additional					Total
	Stock		Paid		Accumulated			Shareholders'
(in thousands)	Shares		In Capital		Deficit			Equity

Balance, September 30, 2019		12,538	$	49,990	$	(40,781	)	$	9,209

Share-based compensation		23		1,559		-			1,559
Issuance of stock for restricted stock		500		-		-			-
Issuance of stock for interest		2,795		1,204		-			1,204
Issuance of stock for debt conversion		1,718		5,185		-			5,185
Issuance of stock for preferred stock conversion		93		93		-			93
Net Loss		-		-		(14,347	)		(14,347	)
Gain on redemption of preferred stock		-		-		24,475			24,475
Balance, September 30, 2020		17,667	$	58,031	$	(30,653	)	$	27,378

Share-based compensation		-		970		-			970
Issuance of stock for restricted stock		600		-		-			-
Sale of common stock in public offering		95,833		52,415		-			52,415
Net income		-		-		6			6
Balance, September 30, 2021		114,100	$	111,416	$	(30,647	)	$	80,769

Basic net income (loss) per share computation:	September 30, 2021		September 30, 2020
Net Income/(Loss)	$	6	$	(14,347	)
Add: gain on redeemed preferred stock		-		24,475
Net income attributable to common stockholders		6		10,128
Weighted-average common shares outstanding		60,594		15,214
Basic net income per share	$	0.00	$	0.67

Diluted net income per share computation:
Net income attributable to common stockholders		6		10,128
Less: gain on redeemed preferred stock		-		(24,475	)
Less: gain on extinguishment of convertible debt		-		(11,405	)
Add: interest expense on convertible note		-		1,204
Diluted income (loss) attributable to common stockholders	$	6	$	(24,548	)
Weighted average common shares outstanding		60,594		15,214
Incremental shares attributable to the assumed conversion of preferred stock, convertible debt, restricted stock and exercise of outstanding stock options and warrants		1,354		6,356
Total adjusted weighted-average shares		61,948		21,570
Diluted net income (loss) per share	$	0.00	$	(1.14	)

	September 30, 2021			September 30, 2020

Computer software	$	462		$	1,535
Office equipment, furniture, fixtures and leasehold improvements		3,042			3,595
Total property and equipment, at cost		3,504			5,130
Accumulated depreciation and amortization		(2,739	)		(4,224	)
Property and equipment, net	$	765		$	906

Fiscal 2022	$	1,888
Fiscal 2023		1,365
Fiscal 2024		1,079
Fiscal 2025		572
Fiscal 2026		194
Thereafter		29
Less: Imputed interest		(440	)
Present value of operating lease liabilities (a)	$	4,687

	September 30, 2021						September 30, 2020
	Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value
Customer relationships	$	29,070	$	15,844	$	13,226	$	29,070	$	13,188	$	15,882
Trade names		8,329		6,801		1,528		8,329		5,379		2,950
Non-Compete agreements		4,331		4,331		-		4,331		4,320		11
Total	$	41,730	$	26,976	$	14,754	$	41,730	$	22,887	$	18,843

Fiscal 2022	$	3,469
Fiscal 2023		2,879
Fiscal 2024		2,879
Fiscal 2025		2,741
Fiscal 2026		1,870
Thereafter		916
	$	14,754

	September 30, 2021		September 30, 2020

Term loan	$	-	$	42,646
Unamortized debt discount		-		(4,894	)
Term loan, net of discount		-		37,752
Short term portion of term loan, net of discounts		-		-
Long term portion of term loan, net of discounts	$	-	$	37,752

A summary of restricted stock activity is presented as follows:

	Number of Shares			Weighted Average Fair Value ($)
Non-vested restricted stock outstanding as of September 30, 2019		1,500			1.76
Granted		450			0.85
Issued		(500	)		2.21
Non-vested restricted stock outstanding as of September 30, 2020		1,450			1.32
Granted		642			0.46
Forfeited		(50	)		0.52
Issued		(600	)		2.21
Non-vested restricted stock outstanding as of September 30, 2021		1,442			0.60

A summary of warrant activity is presented as follows:
	Number of Shares			Weighted Average Exercise Price Per Share ($)		Weighted Average Remaining Contractual Life		Total Intrinsic Value of Warrants ($)
Warrants outstanding as of September 30, 2019		439			4.09		1.39		-
Granted		-			-		-		-
Expired		(362	)		4.53		-		-
Warrants outstanding as of September 30, 2020		77			2.00		4.50		-
Granted		-			-		-		-
Expired		-			-		-		-
Warrants outstanding as of September 30, 2021		77			2.00		3.50		-

Warrants exercisable as of September 30, 2020		77			2.00		4.50		-
Warrants exercisable as of September 30, 2021		77			2.00		3.50		-

A summary of stock option activity is as follows:

	Number of Shares			Weighted Average Exercise Price per share ($)		Weighted Average Remaining Contractual Life (Years)		Total Intrinsic Value of Options ($)
Options outstanding as of September 30, 2019		1,734			3.22		7.84		-
Granted		75			0.54		-		-
Forfeited		(555	)		3.68		-		-
Options outstanding as of September 30, 2020		1,254			2.85		7.34		-
Granted		525			0.57		-		-
Forfeited		(107	)		2.79		-		-
Options outstanding as of September 30, 2021		1,672			2.14		7.35		-

Exercisable as of September 30, 2020		749			3.43		6.78		-
Exercisable as of September 30, 2021		890			3.14		6.08		-

	2021			2020
Weighted average fair value of options	$	0.53		$	0.49
Weighted average risk-free interest rate		1.64	%		0.71	%
Weighted average volatility factor		114	%		108	%
Weighted average expected life (years)		7.35			7.34

The components of the provision for income taxes is as follows:

	Year Ended September 30,
	2021			2020
Current expense (benefit):
Federal	$	-		$	-
State		(103	)		467
Total current expense (benefit):	$	(103	)	$	467

Deferred expense (benefit):
Federal	$	115		$	68
State		46			62
Total deferred expense (benefit):	$	161		$	130

Total income tax expense (benefit):	$	58		$	597

A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended September 30,
	2021			2020
Income at US statutory rate	$	28		$	(2,888	)
State taxes, net of federal benefit		(468	)		930
Tax credits		(143	)		(88	)
Stock compensation		-			186
Goodwill impairment		-			1,560
PPP related matters		(4,910	)		4,182
Valuation allowance		5,384			(3,466	)
Other		167			181
	$	58		$	597

The net deferred income tax asset balance related to the following:

	Year Ended September 30,
	2021			2020
Net operating losses carryforwards	$	4,765		$	2,856
Stock options		1,728			1,564
Allowance for doubtful accounts		70			515
Accrued & prepaid expenses		968			339
Tax credit carryforwards		825			681
ROU liability		1,100			1,371
Interest		3,708			1,065
Other		6			7
Total deferred tax assets	$	13,170		$	8,398
Intangibles	$	(4,342	)	$	(4,479	)
ROU asset		(895	)		(1,145	)
Depreciation		(58	)		(122	)
Total deferred tax liability	$	(5,295	)	$	(5,746	)
Deferred tax asset	$	7,875		$	2,652
Valuation allowance		(8,466	)		(3,082	)
Net deferred tax liability	$	(591	)	$	(430	)