What changed in this filing

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Item 1. Business

2022-12-20 compared with 2021-12-23 · 38 added, 29 removed, 148 unchanged (31% of the section changed)

3 unchanged sentences

We, through our operating subsidiaries, deliver our services from a network of four virtual locations and 28 branch office locations located in or near several major U.S.

cities, including, but not limited to, Atlanta, Dallas, Denver and Miami.

cities, including, but not limited to:

Atlanta, Dallas, Denver, and Miami.

The Company has several subsidiary corporations all of which are wholly owned and consolidated under GEE Group Inc.

3 unchanged sentences

We provide our services to a broad range of customers from small and medium-sized businesses to the Fortune 1000.

Our services include the provision of highly specialized contract or permanently placed professionals in several verticals, including IT, engineering, accounting and finance, office support, and specialized contract healthcare professionals, including scribes who specialize in EMR services for emergency departments, specialty physician practices and clinics.

Our services include the provision of highly specialized contract or permanently placed professionals in several verticals, including IT, engineering, accounting and finance, office support, and specialized contract healthcare professionals, including scribes who specialize in electronic medical record (“EMR”) services for emergency departments, specialty physician practices and clinics.

We also provide temporary staffing services in the light industrial (blue collar) areas.

25 unchanged sentences

Since 2015, the Company has completed four acquisitions, the most recent of which was SNI, which to date has been its largest.

The main tenants of our strategy are to:

Grow Organically By:

The main tenants of our strategy are to grow organically by:

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;

2 unchanged sentences

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;

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.

Increasing scalability and expanding operating margins through the on-going process of streamlining back office operations, establishing and leveraging regional centers of excellence, improving upon per desk production averages, elimination of duplicative costs among our businesses, and continued realization of economies of scale;

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 reactions and resulting realignments since the on-set of the COVID-19 pandemic.

As the economy recovers and companies have returned to sustained operations and growth, demand for our services has accelerated, with a particular focus on IT, E-Commerce and Logistics.

We expect to continue to capitalize on these opportunities and to explore and innovate others, particularly in IT, including frontier areas such as digital content and information management disciplines.

Growth Through Strategic Acquisitions:

We have historically grown significantly through acquisitions of complementary businesses.

Since 2015, a significant portion of our growth has been achieved through acquisitions of complementary businesses.

We intend to continue to expand our business through strategic acquisitions, subject to our business plans and management’s ability to identify, acquire and develop suitable acquisition or investment targets in both new and existing service categories.

3 unchanged sentences

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;

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

Limited enterprise risk and successful due diligence;

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.

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

We market our staffing services using our corporate and trade names in our respective vertical markets.

As of September 30, 2021, we operated twenty-six (26) branch offices in downtown or suburban areas of major U.S.

cities in eleven (11) states and additional local staff members working remotely serving four (4) additional U.S.

As of September 30, 2022, we operated from locations in eleven (11) states, including twenty-eight (28) branch offices in downtown or suburban areas of major U.S.

cities and four (4) additional U.S.

locations utilizing local staff members working remotely.

We have offices or serve markets remotely, as follows;

(i) one office in each of Connecticut, Georgia, Minnesota, New Jersey, and Virginia;

(i) one office in each of Connecticut, Georgia, Minnesota, and New Jersey and one remote local market presence in Virginia;

(ii) two offices each in Illinois and Massachusetts;

(iii) three offices in Colorado;

(iv) two offices and two additional local market presences in Texas;

(v) five offices and two additional local market presences in Florida;

(iv) four offices and two additional local market presences in Texas;

(v) six offices and one additional local market presence in Florida;

and (vi) seven offices in Ohio.

We market our staffing services to prospective clients primarily through the use of the internet, specialty brands and corporate websites, digital direct mail campaigns, publishing annual electronic and widely distributed salary guides, advertising in tech, HR and accounting publications, attendance and booth displays at specialty trade shows, participation and membership in chambers of commerce, the SIM, Women in Technology and other business organizations, support for our employees’’ philanthropic activities, telephone marketing by our sales consultants and business development managers using our CRM tools to identify prospects, and through the mailing of tailored employment bulletins which list highly-skilled candidates available for placement and contract employees available for assignment.

Our sales consultants and business development managers also engage in telephone marketing using our CRM tools to identify prospects, and through the mailing of tailored employment bulletins which list highly-skilled candidates available for placement and contract employees available for assignment.

There was no customer that represented more than 10% of the Company’s consolidated revenue in fiscal 2022 or fiscal 2021.

4 unchanged sentences

In the U.S., large national firms have annual revenue of approximately $100 million and up to $10 billion.

Regional firms’ yearly revenues range from $10 million or more.

The largest portion of the marketplace is the bottom layer of this competitive landscape consisting of small, individual-sized or family-run operations.

Local and regional firms’ yearly revenue can range from one to several million dollars or more.

The largest portion of the marketplace consists of small, individual-sized or family-run operations.

With low barriers to entry, sole proprietorships and smaller entities routinely enter the staffing industry.

Many competitors are larger corporations with substantially greater resources than ours;

however, as described below, we believe we are able to compete successfully in the verticals and end markets in which it operates.

however, as described below, we believe we are able to compete successfully in the verticals and end markets in which we operate.

Our professional and industrial staffing services compete effectively by providing highly qualified candidates who are well matched for the position, by developing and maintaining outstanding client relationships on a local level, by responding quickly to client requests, and by establishing offices and presences in convenient locations.

As part of our services, we provide professional reference checking, scrutiny of candidates’ work experience and optional custom background checks.

In general, we believe that pricing is secondary to quality of service as a competitive factor.

During slow hiring periods, however, competition can put pressure on our pricing and we believe we are able to effectively compete on price in such situations.

In general, we believe that a positive client experience is most important, and pricing often is secondary to quality of service as a competitive factor.

During slow hiring periods, competition can put pressure on our pricing;

however, we believe we are able to effectively compete on price in such situations.

Our Competitive Strengths

3 unchanged sentences

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;

Strong and proven capability to deliver outstanding results under significant time constraints on large-scale projects leveraging our wide office network and experienced project team leaders, including experience with MSP and VMS programs;

Well established strategies and procedures for both temporary and permanent virtual working and invested in technology to facilitate communication, recruiting, onboarding and management of the business virtually;

Specialized 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 more rapid responses to customized client requests and a streamlined approval process in place for speedy recruitment of personnel;

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

14 unchanged sentences

Our business is mainly that of a temporary staffing company within the broader staffing industry, however, we also offer and provide permanent placement services in our Professional Staffing Services segment.

We employ the substantial portion of our staff members we place on temporary assignments with our clients.

In addition to assisting our clients in managing peaks and valleys in their staffing needs, the temporary workers we place come in the form of a broader human resources management solution.

That is, our clients do not bear the usual employment risks and compliance burdens associated with our temporary workers;

instead, we retain these costs and risks as the employer of record.

We believe this is a significant value add for our temporary staffing clients.

Staffing companies identify potential candidates through online advertising and referrals, and interview, test and counsel workers before sending them to the customer for approval.

10 unchanged sentences

Temporary staffing services charge customers a fixed price per hour or a standard markup on prevailing hourly rates.

For many staffing companies, including ours, demand is lower late in the fourth calendar quarter and early in the first calendar quarter, partly because of holidays, and higher during the rest of the year.

For many staffing companies, including ours, demand is lower late in the fourth calendar quarter and early in the first calendar quarter, partly because of holidays, and is higher during the rest of the year.

Staffing companies may have high receivables from customers.

Temporary staffing agencies and PEOs must manage a high cash flow because they funnel payroll payments from employers.

Temporary staffing agencies and PEOs must manage a high cash flow because they make payroll payments to their employees on behalf of client employers.

Cash flow imbalances also occur because agencies must pay workers even if they have not been paid by clients.

49 unchanged sentences

The public may obtain these filings at the Securities and Exchange Commission (the “SEC”) Public Reference Room at 100 F Street, NE, Washington DC 20549 or by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website at http//www.sec.gov that contains reports, proxy and information statements, and other information regarding the Company and other companies that file material with the SEC electronically.

Copies of the Company’s reports can be obtained, free of charge, electronically through our internet website, http//www.geegroup.com.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding the Company and other companies that file material with the SEC electronically.

Copies of the Company’s reports can be obtained, free of charge, electronically through our internet website, www.geegroup.com.

Information on the Company’s website is not incorporated in this report by the foregoing reference.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business