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Derek Dewan: Hello and welcome to the GEE Group Fiscal 2024 Third Quarter and Year-To-Date Period, Ended June 30, 2024 Earnings and Update Webcast Conference Call. I’m Derek Dewan, Chairman and Chief Executive Officer of GEE Group. I will be hosting today’s call. Joining me as a co-presenter is Kim Thorpe, our Senior Vice President and Chief Financial Officer. Thank you for joining us today. It is our pleasure to share with you GEE Group’s results for the fiscal 2024 third quarter and year-to-date period. Ended June 30, 2024, and provide you with our outlook for the remainder of the 2024 fiscal year in the foreseeable future. Some comments Kim and I will make may be considered forward looking, including predictions, estimates, expectations, and other statements about our future performance.

These represent our current judgments of what the future holds and are subject to risks and uncertainties that actual results may differ materially from our forward-looking statements. These risks and uncertainties are described below under the caption forward-looking statements, safe harbor, and in Wednesday’s earnings press release, and our most recent form 10-Q, 10-K and other SEC filings under the captions, cautionary statement regarding forward-looking statements, and forward-looking statements safe harbor, we assume no obligations to update statements made on today’s call. Throughout this presentation, we will refer to periods being presented as this quarter or the quarter or this year-to-date, or the year-to-date, which refer to the three month or nine-month periods ended June 30, 2024 respectively.

Likewise, when we refer to the prior year, quarter, or prior year-to-date, we are referring to the comparable prior three-month period or nine-month periods, ended June 30, 2023 respectively. When we refer to the prior sequential quarter, we are referring to the three months ended March 31, 2024. During this presentation, we also will talk about some non-GAAP financial measures, reconciliations and explanations of the non-GAAP measures we will address today are included in the earnings press release. Our presentation of financial amounts and related items, including growth rates, margins, and trend metrics, rounded or based upon rounded amounts. For purposes of this call and all amounts, percentages and related items presented are approximations accordingly.

For your convenience, our prepared remarks for today’s call are available in the investor center of our website, www.geegroup.com. Now onto today’s prepared remarks. In fiscal 2024, we have encountered and continue to face very difficult and challenging conditions in the hiring environment for our staffing services, stemming from macroeconomic uncertainty, interest rate, volatility, and inflation leading to less robust economy and a slowdown in the labor market. These conditions have produced near universal cooling effect on U.S. employment, including business’ use of contingent labor and the hiring of full-time personnel. As a brief reminder, the demand environment for our services as well as our industry peers began to soften in the latter part of calendar 2023, following a robust hiring of both contract labor and permanent employees in calendar 2021 and 2022, much of which was attributable to a post COVID-19 bounce.

Since then, many client initiatives such as IT projects and corporate expansion activities requiring additional labor in general have been put on hold instead many businesses who we serve have implemented and proceeded with layoffs and hiring freezes. These conditions have continued to negatively impact job orders for both temporary help and direct hire placements. Thus, our financial results for the 2024 fiscal third quarter and year-to-date ended June 30, 2024 have been impacted by these conditions. Consolidated revenues were $29.5 million for the quarter and $88.1 million year-to-date. Gross profit and gross margin were $9.6 million and 32.6% respectively for the quarter, and $28.1 million and 31.9% respectively year-to-date. Consolidated non-GAAP adjusted EBITDA was a negative $400,000 for the quarter and a negative $1.2 million year-to-date.

We reported a net loss of $19.3 million or $0.18 for diluted share for the quarter, and net loss of $21.8 million or $0.20 per diluted share year-to-date. Due to the current and anticipated near term macro-economic conditions impacting the demand for our services, we assessed our intangible assets in goodwill this quarter and have prudently taken non-cash impairment charges that account for the substantial portion of our net losses for the quarter and year-to-date. We are by no means operating under any sort of wait and see posture and are taking aggressive actions to improve our financial results, both short-term and long-term. As recently announced, we are taking this opportunity to ramp up our M&A activities and at the same time, streamline our operations while taking out an estimated $3 million in annual SG&A costs in the process.

Additionally, we will migrate and integrate further our remaining legacy front and back-office systems onto singular cloud-based platforms. We have the resources to complete this process over the next 12 to 18 months and anticipate we will further achieve economies of scale and be positioned to accelerate and integrate future accretive acquisitions more efficiently. In addition to these near-term initiatives, we are working closely with our front-line leaders in the field across all our verticals to help them continue to aggressively pursue new business as well as opportunities to grow and expand existing client revenues. We are seeing some positive results. When an anticipated recovery does occur in the future, I am very confident we are positioned to meet the increased demand from existing customers and win new business.

I also am happy to report that we are now well underway formulating and executing on our recently enhanced strategic plans, which include making prudent investments to grow both organically and through mergers and acquisitions. At the same time, rest assured that we will always manage our business prudently, maintaining a solid cash position with available attractive financing. With regard to M&A, we are in contact with several potential strategic acquisition targets and expect to complete accretive transactions within the remainder of this calendar year and in fiscal 2025. As you also know, we paused share repurchases on December 31, 2023, having repurchased just over 5% of our outstanding shares as of the beginning of the program. Share repurchases always will be considered as an alternative component of our capital allocation strategy, and a bona fide alternative use of excess capital in the future, if and when considered prudent.

Before I turn it over to Kim, I want to reassure everyone that we will successfully manage through the challenges outlined previously and restore growth and profitability as quickly as possible. GEE Group has a strong balance sheet with substantial liquidity in the form of cash and borrowing capacity. The Company is well positioned to grow internally and be acquisitive. We also continue to believe that our stock is undervalued, and especially so, based upon recent trading at levels very near and even slightly below tangible book value. Also, only a relatively small portion of our float is actually trading at these levels; further evidence that there is a good opportunity for upward movement in the share price once we are able to operate again in more normal economic and labor conditions.

Management and our Board of Directors share the primary goal of restoring and growing shareholder value. Finally, I once again wish to thank our wonderful, dedicated employees and associates. They work extremely hard every day to ensure that our clients get the very best service. They are a key factor in our prior achievements and the most important driver of our Company’s future success. At this time, I’ll turn the call over to our Senior Vice President and Chief Financial Officer, Kim Thorpe, who will further elaborate on our fiscal 2024 third quarter and year-to-date results. Kim.

Kim Thorpe: Thank you, Derek, and good morning. As Derek reported, consolidated revenues for the quarter and year-to-date, were $29.5 million and $88.1 million, down 23% and 25%, respectively, from the comparable prior year periods. Revenues for the quarter were up $1.4 million, or 5%, as compared with those for the prior sequential quarter. Professional and industrial contract staffing services revenues for the quarter were $26.2 million, down 21%, as compared to the prior year quarter. Professional and industrial contract staffing services revenues year-to-date were $79.3 million, down 22%, as compared with the prior year- to-date. Professional and industrial contract staffing services revenues for the quarter increased $600,000, or 3%, as compared with the prior sequential quarter.

Professional contract services revenue, which represents 91% of all contract services revenue and 81% of total revenue, decreased $6.0 million, or 20%, this quarter as compared with the prior year quarter. Year-to-date professional contract services revenue represented 91% of all contract services revenue and 82% of total revenues, and decreased $20.4 million, or 22%, as compared with the prior year-to-date. Industrial contract services revenue, which represents 9% of all contract services revenue and 8% of total revenue, decreased $800,000 or 24%, this quarter as compared with the prior year quarter. Year-to-date industrial contract services revenue represented 9% of all contract services revenue and 8% of total revenues, and decreased $2.7 million, or 27%, as compared with the prior year-to-date.

Professional contract services revenue increased $600,000 or 3%, and Industrial contract services revenue decreased $50,000 or 2%, as compared with the prior sequential quarter. Direct hire revenues for the quarter were $3.3 million, down 37%, as compared with the prior year quarter, and were $8.8 million year-to-date, down 44% as compared with the prior year-to-date. Direct hire revenues were up $800,000 or 34%, as compared with the prior sequential quarter. Our top line performance was directly impacted by the difficult economic and labor market conditions facing us and the staffing industry referenced by Derek in his opening remarks. Gross profit for the quarter was $9.6 million, down 30% as compared with the prior year quarter gross profit.

Gross profit year-to-date was $28.1 million, down 32% as compared with the prior year-to-date gross profit. Our overall gross margins were 32.6% and 35.8% for the quarter and prior year quarter, respectively. These decreases in gross profit and gross margin are mainly attributable to the decline in direct hire revenue, which has 100% gross margin, relative to total revenue, and to some spread compression experienced in our contract services businesses. Our Professional Contract Services gross margin was 25.0% for the quarter compared with 26.5% for the prior year quarter, a decline of 150 basis points. The gross margin for Professional Contract Services was 25.2% year-to-date, as compared with 25.8% for the prior year-to-date, a decline of 60 basis points.

The decrease in professional contract staffing services gross margin is due, in part, to increases in contractor pay and other employment costs associated with the recent rise in inflation in combination with more competition for orders and candidates resulting in spread compression. Our gross profit and gross margin for the quarter were up $800,000 and 130 basis points, respectively, as compared with those of the prior sequential quarter. Our Industrial Contract Services gross margin was 15.2% for the quarter, compared with 17.7% for the prior year quarter, which was a decline of 250 basis points. In addition to fewer job orders, we continue to face challenges with our industrial business including sourcing and recruiting qualified candidates as well as increased competition resulting in spread compression.

Selling, general and administrative expenses SG&A for the quarter were $10.2 million, down 13%, as compared with the prior year quarter. SG&A expenses year-to-date were $30.8 million, down 15%, as compared with the prior year-to-date. SG&A expenses were 34.6% of revenues for the quarter, compared with 30.8% for the prior year quarter and were 35.0% of revenues year-to- date as compared with 30.7% for the prior year-to-date. The increase in SG&A relative to revenue is mainly attributable to fixed costs including personnel-related expenses, occupancy costs, software subscriptions for applicant sourcing and tracking, and others, which became higher proportionally relative to lower revenues, and to a lesser extent, certain non-recurring expenses not associated with core business operations.

As Derek mentioned, management began taking actions this quarter to streamline operations and, in the process, reduce and eliminate $3.0 million of our annual SG&A expenses. The initial $1.6 million of these savings comprised of personnel, occupancy and job board-related costs and expenses is in place and will be followed shortly by an additional reduction in annual costs of approximately $1.4. million. We routinely monitor our costs and expenses and take actions when and where necessary to avoid unnecessary costs and to preserve cash flow while balancing needs to maintain quality service to our clients and preparedness for when the business environment improves. Of course, taking care of our employees is paramount to the success of GEE Group.

Another key aspect of our plans to streamline operations that Derek spoke of in his opening remarks is to migrate and integrate our remaining legacy front and back-office systems onto singular cloud-based platforms. The Company has the financial means to do this and expects to complete this task in the next 12 to 18 months. We anticipate financial and operational returns, in terms of providing the means to accelerate and integrate future accretive acquisitions more efficiently and achieve economies of scale more rapidly. We reported a net loss for the quarter of $19.3 million, or $0.18 per diluted share, down $27.2 million, as compared with net income of $7.9 million, or $0.07 per diluted share, for the prior year quarter. Our net loss year-to-date was $21.8 million, or $0.20 per diluted share, down $31.0 million as compared with net income of $9.2 million, or $0.08 per diluted share, for the prior year- to-date.

Adjusted net income loss, which is a non-GAAP financial measure, for the quarter was negative 3.4 million, down $11.9 million as compared with adjusted net income of $8.1 million for the prior year quarter. Our year-to-date adjusted net income loss was $5.4 million, down $15.4 million, as compared with adjusted net income of $10.0 million for the prior year-to-date. The main drivers of the declines in net income loss for the quarter and year-to-date were the $20.5 million in non-cash impairment charges, the declines in orders and revenues, as we’ve discussed, and the reversal of the valuation allowance on our deferred tax assets in the prior year quarter and prior year-to-date. EBITDA, which is a non-GAAP financial measure, for the quarter was negative $600,000, down $2.5 million as compared with $1.9 million for the prior year quarter.

Year-to-date EBITDA was negative $2.7 million, down $7.7 million, as compared with $5.0 million for the prior year-to-date. Adjusted EBITDA, which also is a non-GAAP financial measure, for the quarter was negative $400,000, down $2.5 million as compared with $2.1 million for the prior year quarter. Our year-to-date adjusted EBITDA was negative $1.2 million, down $7.0 million, as compared with $5.8 million for the prior year-to-date. Again, the main drivers of the declines in EBITDA and adjusted EBITDA for the quarter and year-to-date are the declines in orders and revenues, as we’ve discussed. Our current or working capital ratio as of June 30, 2024, was 4.1-to-1, up from 3.9-to-1 at March 31, 2024, and from 3.6-to-1, as of September 30, 2023.

We reported $1.1 million in negative cash flow from operating activities for the quarter and negative free cash flow, which is a non- GAAP financial measure, of $1.2 million year-to-date. Our liquidity position as of June 30, 2024 remains very strong with $19.6 million in cash, an undrawn ABL credit facility with availability of $8.7 million, net working capital including of cash of $26.9 million, and no outstanding debt. Our net book value per share and net tangible book value per share were $0.79 and $0.36, respectively, as of June 30, 2024. Our net book value per share and net tangible book value per share were $0.98 and $0.36, respectively, as of September 30, 2023. The decrease in net book value per share was primarily the result of the non-cash impairment charges taken in the quarter, and as a reminder, these had no effect on our cash position, tangible assets, net working capital or net tangible book value.

In conclusion, while we’re disappointed with our results and remain somewhat cautious in our near-term outlook, we remain optimistic and are preparing for the long term. Our management team and field leadership is experienced in managing through difficult times such as the business disruption attributable to COVID and previous cyclical downturns affecting the labor market. Collectively, we have demonstrated that our Company can generate substantial earnings consistently under more favorable macroeconomic conditions and a more conducive demand environment for the staffing industry. Before I turn it back over to Derek, please note that reconciliations, plural, of GEE Group’s non-GAAP financial measures discussed today, with their GAAP counterparts, can be found in supplemental schedules included in our earnings press release.

Now, I’ll turn the call back over to Derek.

Derek Dewan: Thank you, Kim. Despite economic headwinds and staffing industry challenges impacting the demand for our services, we are aggressively managing and preparing our business to mitigate losses, restore profitability and be prepared for an anticipated recovery. What we hope you take away from our earnings press release and our remarks today, and from our strategic announcements last week, is that we are moving aggressively not only to prepare for a more conducive and growth-oriented labor market, but also to restore growth sooner by executing on both organic and M&A growth plans and initiatives. We will continue to work hard for the benefit of our shareholders, including consistently evaluating strategic uses of GEE Group’s capital to maximize shareholder returns.

Before we pause to take your questions, I want to again say a special thank you to all our wonderful people for their professionalism, hard work and dedication. Now, Kim and I would be happy to answer your questions. Please ask just one question and rejoin the queue with a follow-up, as needed. If there’s time, we’ll come back to you for additional questions. Kim, will you take the first question, please?

A – Kim Thorpe: We’re moving to the question-and-answer period now. I apologize to everyone. We had a technical interruption. May I ask, is our moderator, our administrator there? Hello? Okay, well, I’m going to attempt to make a bridge for Derek and I to answer these questions. I apologize to everyone. Apparently, we got cut off. I don’t know if you’re still out there or not. It appears that you are, so I’m going to answer the questions or beginning to answer the questions that have been submitted. The first question refers to some comments made by Derek on the Q1 2021 call regarding the valuation of the Company and how we achieved — or achieved a stated value that I presume, was picked up somehow in the Q&A on that. I’m going to wait to see if Derek joins, and I’ll come back to that one.

But I can comment on the value of the stock. Basically, the main issue with the value of the stock, I believe, is the low trading volume and lack of liquidity in the shares right now. At $0.28, the stock is really sitting right on top of tangible book value, and that’s also excluding our deferred tax assets, or most of them. Yes, there’s zero value being given to the business. On the other hand, this company has demonstrated that, in periods where we’re not being impacted like we are now by macroeconomic conditions, which at this point is widely chronicled across the staffing industry, that we can generate $10 million to $12 million plus of EBITDA. And at any reasonable sort of multiple, that should get us much higher than the current trading amount of $0.28 a share.

I believe it closed that yesterday. So longer discussion than that, but we hold steadfast to the fact that we believe the stock is still a good buy. Can you describe define accretive as pertained to acquisitions? Yes. Accretive acquisitions, in our mind, are acquisitions that would be profitable from the get go or at the most a very, very short time after the acquisition, and would add to our, earnings per share, and to our EBITDA. In the last conference call, you discussed that April was better than May, very promising, and we’re seeing various green shoots, yet the results remain very poor. The market conditions remain relentless right now. We’ve looked at this very carefully. We did comment on some increases that have occurred in the June quarter versus the March quarter.

Those were commented on both in our earnings release as well as in our comments. But having said that, the March quarter and the December quarter are typically lower quarters for us in general, which is why, we’re not stepping out and taking more than a cautious view of the outlook right now. However, again, for the long-term, as we get more into recovery, we’re very confident that, we’ll put the Company back on a very profitable track. Adding to the last question, you had noted that you expected summer to produce substantially different results. That’s true. It’s early in the summer yet, and the economy is still down. I mean, I think, for example, one of the signals we’re looking for is an actual adjustment or, reduction, of the Fed interest rate — interest rates by the Fed and some more hopeful economic signal, that the economy is returning, instead of having increasing unemployment, increasing layoffs, and increasing announcements for hiring freezes.

Why has insider buying been so small? Less than a million shares this year? The insiders of the Company own a boatload of stock already, and we’ve been in a blackout period. I can’t — I don’t know what kind of insider buying will occur after the blackout period ends. And I couldn’t comment on it if I did know, results this year are below every year since 2016, when the world shut down. If you go back and look at our results in 2016, our results this year are not below our 2016 results. And I think the commenter may have meant a different year there, but they are below the COVID results. But let me just say that the COVID shutdown was more of a V — was followed by more of a V recovery. This economic malaise that we’re in right now has been going on for a long time, and that’s the main difference between the two.

With an enterprise value of only $11 million to $12 million, why does it make sense to remain a public company? Acquisitions at this company have historically not aided shareholder value creation. The acquisition…

Derek Dewan: I would add to that. Hey, Kim.

Kim Thorpe: Okay, hey, you there?

Derek Dewan: I’ve been on the glitch. So, the reality is this company prior to my involvement back in 2015 was dying on the vine, so to speak. We rehabbed it; recapitalized, made strategic acquisitions that have been beneficial. 2022 was a record year, roughly $13 million in adjusted EBITDA and revenue in the 160 plus range million. So, acquisitions bring new customers, market share different verticals, beefing up existing verticals, and bring fresh talent to our business model. It also provides being a public company that was part of the question, the ability to raise capital as necessary to fund growth, pay off debt, which we did and be prepared for opportunities when they come available. There’s no doubt in my mind, based on my previous history, as a public company and public company successfully, that this company will succeed immensely.

And for the person that asked if insiders have been buying, the reality is insiders own a lot of stock. I personally through affiliated family members and other owned $3 million shares roughly at a much higher basis than we’re trading at and well over a dollar. So, I’m very optimistic that I will succeed on the equity value and bring along all shareholders at the appropriate time to enhance shareholder value and realize the gains that they’re looking for. So, we’re dealing with a very unique business environment for staffing right now. It has the flavor of recession. It’s been called the Great Stay. A lot of my fellow CEOs in the industry have commented that it’s a highly unusual environment and that it’s not is not a deep recession and then a V-shaped recovery.

But we believe that we have adjusted our financial situation to turn profitable and to capitalize on opportunities including acquisitions that bring profitability, new markets, new customers, and deepen our vertical and delivery capability. So, that’s a long response to the question, but I thought it was a great question. And you want to move on to the next one?

Kim Thorpe: Yes. The next question. You mentioned that you were going to complete acquisition for the end of the year. What was the reasoning behind the strategic review recommending acquisitions over buybacks?

Derek Dewan: Kim, I’ll let you handle that, and I’ll chime in.

Kim Thorpe: Sure. The reasoning is that, buybacks can be helpful, at times, but buybacks do not foster the long-term growth of the Company. They’re basically buying back of shares. And while, they’re good for the shareholders, theoretically, that we’re buying back for and the ones that are remaining, the Company doesn’t grow by virtue of buybacks. It grows its earnings and its business by making accretive acquisitions. That was the consensus of the Board. That was the consensus of our advisors. And right now, given where the market is, it’s probably a good time to look at acquisitions and it is a good time to look at acquisitions, because we believe we can potentially take advantage of favorable multiples. We can be helpful in situations and pick up good businesses along the way particularly for smaller companies that are struggling with the current environment.

So, that’s really what’s behind acquisitions versus buybacks. And by the way, acquisitions have always been a home for strategy. Yes. Go ahead, Derek.

Derek Dewan: Yes. Kim, let me let me add that the Company was built with acquisitions, and scale matters in this business. So, increasing the top-line lowers your SG&A percentage of revenue. And as I said, you’re able to deliver a higher operating margin. That’s been my experience historically. That’s been my experience with this company. And acquisitions bring economic, income, cash flow, talent to the table and allows the Company to continue its growth metrics augmenting the organic growth. Buybacks are really and by the way, I did a $300 million buyback in my predecessor company, but that was to mitigate the dilution from selling an industrial and clerical division. So, there are times when buybacks are appropriate. In particular, if we have negative cash flow from operations, which we have at this time, although I believe it’s temporary, and it’s one of the few add that recent times.

It’s not appropriate to buy back shares necessarily, in that environment. However, bringing EBITDA to the table through accretive acquisitions, and by the way, pricing seems to have adjusted back to reality, in the marketplace. So, we’re seeing better values for sure. However, economic gain comes from acquisitions, I don’t want to say an accounting mechanism is what transpires you reduce share count, you increase EPS or earnings per share with buybacks. And there are appropriate times to do that, but it’s not now. However, we have that as an option and we’re very open-minded, going forward, depending upon what transpires from an economic standpoint, if we get back to prosperity, if we get a better labor market for our services and demand for our services increases.

So, that’s the answer for that question. You want to go to the next one, Kim?

Kim Thorpe: Yes. The next question. The staffing market continues to be very volatile. Do we see the market improving prior to the second quarter of 2025, which I interpret to mean the calendar quarter. Do you feel that GEE has made ample SG&A adjustments to mitigate the evolving down-market conditions? The industry worries that market conditions may last through the fourth quarter of 2025.

Derek Dewan: I’ll push that one. So, we’ve made SG&A adjustments based upon the level of volume that we have today. We believe that we flatlined toward at the bottom, and of course there’s peaks and valleys off of that flatline, but we’ve seen some good activity. We’ve seen also some stubbornness on behalf of clients or prospective clients to not quite start projects and special engagements to expand. So, it’s been an up and down. However, we’re stabilized in the SG&A level that we have adjusted to going forward will produce profitability. However, if we need to make other adjustments, we will move very, very expeditiously on that and do it, as far as the recovery goes, for sure, there will. Most of the prosecutors in the industry feel that it’s showing signs of life for recovery, but that anticipate by the second quarter of 2025, that will be the bellwether test.

And I’m talking about the June 30, 2025 quarter. In that quarter, we should see, start to see the improvement in the aggregate for the industry. We’re not waiting and sitting back for recovery. We’re going to manage our business based on what we see today. And remember, even if the industry’s not growing, we don’t have all the market share. So, we’re going after market share from other customers and people that are in the business servicing those customers. So, we are actively bringing in new talent, going after new customers, and expanding our relationships with existing customers. Expanding our menu of services through strategic acquisitions, improving our depth and verticals, bringing in higher margin for us. So, those are the things that we have on the table right now.

We’re not going to sit idly by and just wait for some miraculous recovery. I’ve been through 2000, 2001, ‘07, ‘08 dips in the economy. Since then, interest rate environments that have not been conducive for business expansion. So, we’re prepared for it.

Kim Thorpe: COVID-19.

Derek Dewan: Yes. COVID-19, we navigated right through that. Remember, we had a banner year in 2022. And until mid-2023, there wasn’t a softening in the industry. So, we started to see it in midyear 2023. We have a big perm volume. Our perm has been as high as close to $27 million. We historically averaged around $18 million, $19 million. We believe that we’re on a good track record to improve that. That is still pretty viable for us as a company, and that is very profitable for us, direct hire or permanent placement business. We’re seeing signs of life that we’d like to see in that arena, and we have super talent internally to drive that business. Again, it doesn’t take much to get back to an operating profit with some improvement in perm.

And if we get back to that $18 million, $19 million level, then we’re back to 2021 results. 2022 was around $27 million, $26.5 million, and that was a banner year, probably an aberration in many respects. But we think the normalized perm of $18 million to $19 million is a good target, solid target for us. And as we approach that, we’re under that right now. But as we approach that number, the profitability moves drastically upward. Kim, do you want to add anything?

Kim Thorpe: No. I agree with what you said. I mean, we’re always prepared to, you know, to do what we need to do, and I think some of the things that we announced in the remarks and in the release as well as in our earnings, I’m sorry, our press release last week, in terms of streamlining operations will also be done with a view toward cost effectiveness and cost savings.

Derek Dewan: Okay. You want to move to the next question?

Kim Thorpe: The next question, can you elaborate on current conditions you’re seeing in the end markets? Is this sequential growth a sign of improvement? You could take that one.

Derek Dewan: Yes. I mean, the current conditions as we’ve I think we’ve gone through fairly thoroughly are difficult right now. The sequential growth, is it a sign of improvement? I’ll just say that, in normal times, we expect the June and the September quarters to generally be a little bit more robust than the December and March quarters. But given that this is not normal economic — these are not normal economic conditions, I would say that I believe it is a sign of improvement. But again, it’s not enough of a sign to say that we think there’s a recovery inside at this point. But it is a good enough sign for us to believe that we’ve stabilized and we can maintain at this level. Again, as Derek said, if we see things moving down again, then we’re prepared to do what we have to do to right the ship and avoid losses and unnecessary costs. I mean, we’re doing that now and we’re prepared to do that if we have to in the future again.

Kim Thorpe: The next question, doesn’t the Company have insiders and other funds bought much higher over like $0.60 and even over $1? You want to take that Derek?

Derek Dewan: Sure. Yes. We definitely have a much higher basis than we’re trading at for many of the insiders. And we’re quite confident that we could realize gains from our investment. Obviously, we’d like to see an increase in share price as quickly as possible, and I believe we’re doing the right things to get there. We have to earn our way to prosperity or back to prosperity, and that’s what we’re doing. Adding value and someone mentioned, well, acquisitions help. Some of the acquisitions we’re looking at bring different facets of the business to us. Some of it is recruiting capability. Some of it is improving our verticals particularly in IT. Some of it is beefing up verticals, that we’re already in, and bringing a new customer base to the table that we can penetrate to expand our business.

So, those are the things we’re doing and believe that will enhance profitability, which in turn should improve the share price. But the answer is yes, we have a much higher basis than we’re trading at and insiders that will achieve our objectives and cause gains from our investment.

Kim Thorpe: The next question is. What favorable conditions are you saying are required to grow the Company? And I just start out by saying we just need a favorable economy again. Company, everybody’s on a wait and see. It’s already well clinical. Derek mentioned that it’s now called the big stay or the great stay. And we — our business thrives on a robust economy and labor market. Our success is a leading indicator usually of improvements in the economy or change or other changes in the cycles. So, we just need the economy to return to normal and hopefully in a robust way and we’re back in business. Derek, you want to add to that?

Derek Dewan: Sure, yes. So, the backdrop or the macroeconomic factors that the staffing industry does well in is when there’s activity and there’s movement in employment. The great stay as we have told it, is companies have instituted layoffs. And this is interesting that it’s the tech sector that took a big hit which historically it hasn’t. So, they’ve let people go and they’ve halted projects and so forth. So, the demand for contingent labor isn’t there, and they weren’t hiring full-time hires as well. So, the perm side of the business got hit with that. We’re seeing a loosening in the wallet, so to speak. Projects are starting back. Perm has improved, but it’s been a slower process. Some of it is economic uncertainty. Some of it is global conflict, potentially, or geopolitical issues, internal U.S. issues like high interest rates, inflation, uncertainty about the economy.

And by the way, the jobs reports that have shown improvement in employment, typically those jobs have been government jobs, government assisted health care jobs, hospitality, and areas that do not benefit, us, particularly in the verticals that we’re in. However, all of that will change, and we don’t need anything but moderate improvement in the economy, for the staffing industry to perform much better. We’re usually the first group that gets hit in a downturn and the first group that comes back. So, we believe, we’ve taken that downturn. And I’ve been saying it for a while that it’s been a difficult environment since the mid part of June of 2023. Lot of liquidity was fueled into the economy post-COVID or during COVID to aid companies. And that spend produced a lot of activity in 2022 and the early part of 2023, but with higher rates and so forth, liquidity in the economy was not quite what it was previously.

With that backdrop, there was a decline in business, and the recovery is taking longer, because we call it, you know, no movement in personnel from companies and we do much better when there’s activity in and out of organizations and projects start-up and so forth. So, a better backdrop we need to get much better results, but we don’t need a whole lot of change to get there. We need a stabilization though with confidence that business executives can make investments and move forward. And that’s when we do much better.

Kim Thorpe: The next question, Derek, have you, we, us, reevaluated shareholder returns provided by stock buybacks at today’s share price, which is down 50% since the initial strategic review process commenced? How about these returns — how do these returns compare to returns on equity from M&A? What fair value share prices or normalized earnings assumptions are being used in the stock buyback return analysis?

Derek Dewan: One thing that, I believe, the Board and senior management have agreed to is that, it’s not prudent to buy back shares when you’re losing or have negative cash flow and have losses. So, spending the cash position to do meaningful buybacks at this point is not in our strategic plan. Now when things get better, that’s a different option that would be more viable for us. And what analysis do we use? We evaluate whether acquisitions and model them in will deliver better, economic result and shareholder returns versus any kind of what I call capital allocation toward buyback or tender offers or otherwise. So, all that’s been looked at, it continues to be looked at as we move forward. But my personal position, and I think that of many of our directors and senior leadership team is that high backs are not prudent when cash flow’s negative. Kim, you have your own thoughts on that?

Kim Thorpe: Yes, I think, simply said, we want to keep our powder dry right now, it’s a target rich environment for M&A. That doesn’t mean we’re going to rush out and do any stock for stock transactions. And that’s part of the reason why having the excess cash is valuable to us right now. So, I think it’s a balance. As Derek said, one of the indicators we’d like to see is cashflow, building and not the negative cashflow, which by the way, we’re in the process of addressing with all the other things that we talked. But it’s not the time to buy back shares at this point.

Derek Dewan: And by the way, Kim, we are projecting and confident that we’ll get back to a positive cash flow and the not distant future here.

Kim Thorpe: Correct.

Derek Dewan: So, I think that’s important too. You want to take the next question?

Kim Thorpe: Yes. Have you been approached with any larger companies pursuing an acquisition?

Derek Dewan: I presume that question is, have we had overtures from larger companies?

Kim Thorpe: I would probably, yes, I think that’s what it’s saying. Yes.

Derek Dewan: And the answer is we get inquiries from time-to-time most recently two days ago, as to a potential, a merger or strategic acquisition, going the other way to enhance someone else’s growth strategy and make us a part of it. All of those will be looked at and brought to the directors to review in conjunction with senior management, when and if those opportunities become meaningful. But at this point, we believe we’re undervalued in any type of transaction like that may not be beneficial in the longer run, but of course that’s a decision that is not unilaterally made by anybody company. But it’s a collective effort of our directors and senior leadership team. But we believe we’re building the future to create more value.

And I had a company for 17 years and then it did get acquired by a deco group, but a big premium, with overtures along the way from various institutions and so forth. So, those are always alternatives that must be considered as a public company and will be. We want to move to the next question, Kim.

Kim Thorpe: Yes. The next question, Derek, is what would be a catalyst for the stock to move higher in the near to midterm? What would bring the volume? What would bring the volume into the stock? What would bring more volume? I read the question into the stock.

Derek Dewan: I think a better performance by the Company, return to profitability, a brighter outlook, a better industry backdrop on a macro basis, and then global stability. Some of these, I want to call them many wars that are going on. We don’t feel less involvement abroad. The interest rate environment, potential loosening or dropping of rates, settling the political situation both domestically here and some of it abroad. But those kind of macro factors coupled with our own individual performance, in a better employment environment in general where companies feel confident on moving forward with projects. So, those are the things that, will contribute to it. But the controllable thing that we have is our own performance, and I think that needs to get much better, and it needs to get much better sooner.

And that’s what we’re really focused on today coupled with augmenting, our business with strategic acquisitions, but we are very focused on restoring profitability right now irrespective of the macro environment. Let’s move to the next question.

Kim Thorpe: Okay. If the stock is undervalued and you trust in yourself, why not buyback and bet on yourself? Because why would someone else sell if their shares are undervalued too?

Derek Dewan: Well, I think the buying activity, someone said, insiders buying our stock. I can tell you one director bought nearly a million shares recently, and can we buy back we’ll buy more when we lift blackout periods. We had some buy orders too. All of us had significant investments in the Company and continue to buy back. Whether the Company should buy back shares, we’ve kind of covered that, as well. It’s always an option, but when we have negative cash flow, it’s not prudent to do that, at this time. And I say at this time, because those are always considerations that come up, our next meeting. Other directors will be coming up soon, and I’m sure that’ll be discussed again. So, it’s not ever off the table, and it’s discussed virtually every meeting as we have part of our strategy. But it won’t always be opportunistic, to do it, particularly when you’re uncertain about the macro environment. You want to move to the next question?

Kim Thorpe: Yes. While there is no doubt the entire staffing industry is going through a downturn, g’s revenue growth rates have been at lower end of the public peers for a number of years. Could this be a sign that you are losing share relative to peers? What gives you the confidence that the business can see a strong recovery?

Derek Dewan: Kim, I’ll let you handle the first part of that.

Kim Thorpe: Sure. I think GEE has performed let me just put this in total perspective. When GEE Group was brought into the fold with our initial company, Scribe Solutions, it produced $40 million in revenue and was losing $4 million a year. Since then, we’ve grown the Company to earn as much as a $165 million in revenue, and we’ve done that on two occasions. The most recent being in 2022 in which we led our peers in terms of growth. And we have a very strong gross margin in the low to mid 30s and even high 30s in some cases, which is very competitive with some of the larger public companies, such as Robert Half being a larger because they have a bigger perm business. But most of the other big companies, we’re right up there with them.

So, the fact that our growth rates have been smaller, I would suggest that our growth rates have been cyclical and been highly impacted at this point through the original building of the Company through 2017 and ‘18, through the first five acquisitions to grow from 40 million to 165 million. The restructuring we went through and the deleveraging we went through in 2018, 2019, the COVID pandemic 2020 growth from there almost meteorically to 2021 and 2022. But now more recently, the cooling of the economy in ‘23 and ‘24, which has been a fact. I mean, inflation has been off the charts. Interest rates are at high multi-decade highs, and companies are feeling it. And I think our — maybe we’re a little bit more impacted in one place or another, but if you break our business down, we’re in the right verticals.

We have high margin business, and while we have less of it than we want to have right now, we certainly intend to get back to the levels we were before and then now to take advantage and augment those with additional outstanding tech in businesses between now and the next 12 months. Derek, you want to add to that?

Derek Dewan: No, I think you hit it just fine.

Kim Thorpe: Next question. How much influence does technology or application of technology have in reducing operating expenses? And is GEE looking at moving to be more technology driven?

Derek Dewan: Both of us could answer that, Kim, so why don’t you start and I’ll chime in.

Kim Thorpe: Sure. So, facing outwardly, like a lot of our businesses, and our peers we’re quickly integrating the use of AI and AI tools into our business. And we’re looking at right now as we talked about again in the remarks we made in the earnings release, and then again, the earnings, or I’m sorry, the press release that we did last week. We talked about further integrating and streamlining our operations, including our different systems, primarily aimed at two things. Getting a more modernized cloud-based applicant tracking system, which we’re now using Bullhorn and JobDiva is our two major ones, but we have different instances. So, to help us streamline our business, be more productive and more efficient, we’re going to bring those into an updated version of Bullhorn.

That’s going to do a lot for us in terms of allowing us to communicate better across verticals and across locations. And to be able to more laser focus on serving clients and filling positions, outsource or reaching out to a broader number of our resources. With regard to our ERP, by going to a singular ERP, that will give us the means to more effectively and efficiently bring in bolt-on acquisitions, where rather than bringing their systems in and moving things a little at a time from theirs to ours, we’ll be able to just bring them in, take their clients, their core people, and their contractors, put them embed them all into our own system and have a full integration within a matter of weeks rather than in a matter of months. So those are the kind of things that will improve our business.

Derek, you want to add to that?

Derek Dewan: Sure. We have made an effort and have already substantially completed consolidation of information in our databases so that we can use a shared recruiter environment to fill job orders throughout the country. We continue to do that and refine it, but we are looking at opportunities to reduce our recruiting costs and expenses and at the same time making more of a regional concept and national concept on filling orders versus a localized concept. That’s the trend, you’re seeing, and that technology is aiding that process. So, one of our objectives is to lower our recruiting cost, be more efficient, and use shared databases to achieve that. Another thing that we’re using is, incorporating facets of AI in the recruiting functions.

Our applicant tracking systems now have embedded AI, and that’s reducing the search time, improving the caliber of the candidate that we find and allowing for a faster deployment to the customer. So, technology is absolutely important to our business, and it has evolved tremendously. I’m very impressed with what’s out there, and a lot of it is customizable to a point, but most of it’s shelf packages, that are very good. Someone also asked another question I saw was, what peers look like your company or similar to your company? We always look at Robert Half because of the nature of how the business is structured, and they’re in virtually the same verticals as we have more of a retail focus than a vendor management or MSP focus on volume business.

And I’m very familiar with them and actually knew Max Messmer very well. And I think Keith Waddell is running it now. But, anyway, their model, works quite well, and I studied recently at an Investor Day and looked at the results and the commentary. And I have to tell you they’re right on point. They do believe the recovery is imminent sometime in 2025, and they’ve had a significant decline in perm. We’ve seen that as well, but we’ve also see signs of life in that coming back. So that’s one, one company that I think is similar and is good to emulate. Another one is ASGN, pure play IT for the most part. What’s buffered them is they have a federal division that has government work. We do have top secret clearance, by the way, and we’re starting to utilize that to get into more government work.

The government spends money even in bad times. So that’s another area that we’re pursuing more aggressively. We’ve made some placements with that strategy in place. So those are two really good companies in my opinion. Kforce is another one I think that is similar, and has buffered very, very well and done well in the downturn. But again, based on our customer base, that also drives your ups and downs in the business. So, it’s not just a vertical, but within that vertical like IT, for example, who are your customers? Is it telecom? Is it other IT companies? Is it an Equifax or a U.S. Bank? Is it BoA, Wells Fargo, and so forth. So again, that also impacts how you perform during a particular period of the economy in terms of cyclicality and so forth.

But those are very good. Three really good companies and all of whom I with, including the leadership, I’ve known executives of those groups and really think that those are things to look at and we benchmark against their performance. By the way, our gross margins are up there with those groups. Half has the best gross margins for the most part, heavily influenced by perm, but nonetheless, very good even on the contract side. So, we look at our peers, we peer we benchmark against them and we look at what’s going on there. So that’s pretty much it, Kim. What’s the next question that you — one question that I did see, we filed a proxy. People were looking at compensation. I can tell you that senior executives bonus program is based upon achievement of much higher targets on profitability and revenue growth than we’re currently at.

So, I think what you’re looking at, if you look at the proxy, those are based on historic performance numbers, not current. Kim, you want to add to that?

Kim Thorpe: Yes. The plan was actually done with the benefit of the recommendation of independent compensation consulting firm Mercer, reporting directly to our compensation committee and was put in place really in 2022. The 2023 results were primarily the function of the 2022 — the 2023 pay, much of it was the result of 2022 performance, which was one of our best years ever. And in fact, in 2023, the incentive compensation and equity compensation payout shrunk greatly, and this year, they’ll actually be negative. In other words, management will give stock back because of this year’s economy?

Derek Dewan: Somebody’s asked what’s our 5- to 10-year business vision and outlook? I think that the way we look at the future is we look at the following fiscal year, and then we look at a five-year trajectory as to where does the Company need to be, what verticals, what skill sets does it need, to achieve that, what technology does it need, to do that, and what kind of people and talent do we need to have in place to deliver those results. So, while we have a strategic plan looking forward, we also have a current operating plan to deal with the macro environment we’re operating in. And I think the key is that, the reason, we have a strong balance sheet is, because we predicted some of the malaise that’s going on economically that impacts the industry.

And those are things that we do on a real time basis and a current basis. Keeping in mind, we do have a growth plan in place, a five-year period is a good target to look at. Where can you be in five years? What does it take to get there organically and through strategic acquisition growth? So, that’s how we approach it, and I think you can’t be short-sighted. We’re managing currently to make sure along and come out of this going forward. And again, as we see signs of improvement, we’ll communicate those. We’re very optimistic, though that, we will find improvement, and we’re doing the things internally to accelerate improvement and results. I think that’s critical. I’m not used to losing money. Don’t like it. Don’t like to be in any kind of a loss situation.

So, we’re working hard on that. Kim, is there anything else that we can cover on these questions?

Kim Thorpe: I think that’s it, Derek. We have one other question. No. It was a repeat question.

Derek Dewan: It was a repeat question?

Kim Thorpe: Yes.

Derek Dewan: So, I’d like to thank everybody for attending today. We look forward to opportunities to improve, and we appreciate your interest and those of you that are shareholders, for being owners of our company. That concludes our webcast for today. Thank you for attending.