JACKSONVILLE, FL / ACCESS Newswire / January 22, 2026 / GEE Group Inc. (NYSE American:JOB) together with its subsidiaries (collectively referred to as the "Company," "GEE Group," "our" or "we"), a provider of professional staffing services and human resource solutions, today announced its response to the public commentary made through a press release issued today from Star Equity Holdings (Nasdaq:STRR) or "Star" referencing GEE Group and a letter (Indication of Interest or "IOI") dated January 6, 2026. The ...

OLD GREENWICH, Conn., Jan. 22, 2026 (GLOBE NEWSWIRE) -- Star Equity Holdings, Inc. (Nasdaq: STRR) (“Star Equity”, “we”, “our”), a 5.4% stockholder of GEE Group, Inc. (NYSE American: JOB) (“GEE Group” or “JOB”) via its Investments Division, makes public today a letter sent to GEE Group suggesting the two companies begin discussions on a potential merger (the “Proposal”), subject to executing an NDA and further due diligence. Thus far, the Proposal has received no response from GEE Group despite our repeated ...

Core Viewpoint - Star Equity Holdings, Inc. has proposed a merger with GEE Group, Inc. to enhance shareholder value, but GEE Group has not responded to the proposal despite multiple outreach attempts [1][2][8]. Group 1: Proposal Rationale - GEE Group should consider merging with a larger entity to avoid the pitfalls of remaining a small public company, which incurs high SG&A expenses relative to revenue [2]. - The merger would eliminate duplicative public company costs and create potential cost-saving synergies, enhancing overall performance [2]. - GEE Group's previous acquisitions have underperformed, suggesting that it should focus on being a seller rather than a buyer [2]. Group 2: Financial Performance Concerns - GEE Group's revenue for FY 2025 was $96.5 million, a 41.6% decline from FY 2022 and a 9.8% decline from FY 2024 [3]. - The company reported net losses of $58.8 million over the last two years, including $36.2 million from goodwill impairment, indicating overpayment for past acquisitions [3][4]. - The stock price has declined nearly 92% from five years ago, reflecting market concerns over GEE Group's financial performance and capital allocation [5]. Group 3: Market Sentiment and Management Strategy - GEE Group's stock has traded close to its cash per share since April 2025, signaling a loss of market confidence in its financial and operational strategies [5]. - Despite the stock's decline, GEE Group's management has expressed a preference for acquisitions over share repurchases, which could be detrimental to shareholder value given the high multiples in the staffing industry [6]. - The market sentiment indicates skepticism regarding the board's commitment to enhancing shareholder value through disciplined capital management [6]. Group 4: Benefits of the Proposed Merger - The merger with Star Equity is expected to create significant value for both GEE Group and Star Equity shareholders through operational efficiencies and reduced overhead costs [9][12].

Financial Performance - Consolidated revenues for Q4 and fiscal year 2025 were $23.5 million and $96.5 million, down 10% compared to fiscal 2024[4] - Professional contract staffing services revenues for Q4 and fiscal year 2025 were $20.4 million and $84.7 million, both down 11% year-over-year[4] - Gross profits for Q4 and fiscal year 2025 were $8.4 million and $33.4 million, down 8% compared to the same periods in fiscal 2024[4] - Losses from continuing operations for Q4 and fiscal year 2025 were $(613) thousand and $(34.7) million, compared to $(2.1) million and $(22.7) million for the same periods in fiscal 2024[4] - Adjusted EBITDA for Q4 and fiscal year 2025 was $(306) thousand and $(1.2) million, an improvement from $(924) thousand and $(2.0) million in fiscal 2024[4] - Net revenues for the three months ended September 30, 2025, were $23,461,000, a decrease of 10.3% compared to $26,162,000 for the same period in 2024[21] - Gross profit for the twelve months ended September 30, 2025, was $33,372,000, down from $36,142,000 in 2024, reflecting a decline of 7.1%[21] - The company reported a consolidated net loss of $513,000 for the three months ended September 30, 2025, compared to a net loss of $2,253,000 for the same period in 2024[21] - The company experienced a loss from continuing operations of $613,000 for the three months ended September 30, 2025, compared to a loss of $2,134,000 in 2024[21] Cash Flow and Assets - Free cash flow for fiscal year 2025 was positive $533 thousand, compared to $144 thousand in fiscal 2024[9] - Non-GAAP free cash flow for the twelve months ended September 30, 2025, was $533,000, significantly higher than $144,000 in 2024[21] - Cash and cash equivalents increased to $21,364,000 as of September 30, 2025, from $20,735,000 in 2024, indicating a growth of 3.1%[23] - As of September 30, 2025, cash balances were $21.4 million, with a current ratio of 4.1 and zero long-term debt[9] - Total assets decreased to $59,997,000 as of September 30, 2025, from $95,902,000 in 2024, representing a decline of 37.4%[23] - The company's accumulated deficit increased to $60,479,000 as of September 30, 2025, compared to $25,732,000 in 2024[23] Strategic Initiatives - The Company acquired Hornet Staffing, Inc. on January 3, 2025, enhancing its competitive position in the staffing market[9] - The Company plans to implement AI tools to enhance recruiting and sales processes, aiming to increase market share despite industry volatility[10] - The company plans to continue focusing on specialized staffing solutions in various sectors, including healthcare and technology, to drive future growth[25] Expenses - Selling, general and administrative expenses (SG&A) were $8.9 million and $35.6 million for Q4 and fiscal year 2025, down 13% and 11% respectively[4]

Financial Data and Key Metrics Changes - Consolidated revenues for Q4 and the fiscal year were $23.5 million and $96.5 million, respectively, both down 10% from the prior year periods [10][11] - Gross profits for Q4 and the fiscal year were $8.4 million and $33.4 million, with gross margins of 35.8% and 34.6%, respectively, compared to 35.1% and 33.8% in the prior year [11][12] - Loss from continuing operations for Q4 was $613,000 or negative $0.01 per diluted share, and for the fiscal year, it was $34.7 million or negative $0.32 per diluted share [14][15] - Non-GAAP adjusted EBITDA was negative $306,000 for Q4 and negative $1.2 million for the fiscal year, showing improvement compared to the prior year [15][16] Business Line Data and Key Metrics Changes - Professional contract staffing services revenues for Q4 and the fiscal year were $20.4 million and $84.7 million, both down 11% from the prior year [10][11] - Direct hire revenues for Q4 and the fiscal year were $3.1 million and $11.8 million, down 9% and 3%, respectively, compared to the prior year [10][11] Market Data and Key Metrics Changes - The hiring environment for staffing services has been challenging since the second half of 2023, with many businesses implementing layoffs and hiring freezes [3][4] - The impact of macroeconomic uncertainty, interest rate volatility, and inflation has led to a cooling effect on U.S. employment [3][4] Company Strategy and Development Direction - The company is focusing on streamlining core operations and improving productivity to match lower business volumes, with a goal to restore profitability in fiscal 2026 [7][13] - There is a renewed focus on VMS and MSP sourced business, including the integration of AI technology into recruiting and sales processes [7][13] - The company aims to pursue acquisition opportunities, particularly in AI consulting, cybersecurity, and IT consulting [16][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in being positioned to meet increased demand from existing customers and win new business as economic uncertainty subsides [8][9] - The company has paused share repurchases and is focused on restoring growth and profitability [8][9] Other Important Information - The company has a strong balance sheet with $21.4 million in cash and no outstanding borrowings, indicating substantial liquidity [15][16] - The company has consolidated or closed about six offices in response to lower demand [25][26] Q&A Session Summary Question: What is the company's timeline for achieving your goal of $1 billion in revenue per year? - The timeline is uncertain due to changes in the market and the pandemic, but the company is committed to returning to growth [20] Question: What changes are going to be made to raise the stock price? - The first step is to return to profitability, followed by pivoting the business to grow despite current challenges [21] Question: Are you consolidating offices given lower demand? - Yes, the company has consolidated or closed about six offices over the last two to three years [25] Question: Will you consider initiating a buyback once you have visibility into achieving profitability again? - This option is evaluated at every board meeting, and restoring profitability will influence this decision [27] Question: Can you elaborate on why there is such a focus on growing the company via acquisitions versus increasing future earnings per share? - The focus on acquisitions is to position the company for better growth and profitability rather than immediate buybacks [28]

Financial Data and Key Metrics Changes - Consolidated revenues for Q4 and the fiscal year were $23.5 million and $96.5 million, respectively, both down 10% from the prior year periods [10][11] - Gross profits for Q4 and the fiscal year were $8.4 million and $33.4 million, with gross margins of 35.8% and 34.6%, respectively, compared to 35.1% and 33.8% in the prior year [11][12] - Loss from continuing operations for Q4 was $613,000 or negative $0.01 per diluted share, and for the fiscal year, it was $34.7 million or negative $0.32 per diluted share [14][15] - Non-GAAP adjusted EBITDA was negative $306,000 for Q4 and negative $1.2 million for the fiscal year, showing improvement compared to the prior year [15][16] Business Line Data and Key Metrics Changes - Professional contract staffing services revenues for Q4 and the fiscal year were $20.4 million and $84.7 million, both down 11% from the prior year [10][11] - Direct hire revenues for Q4 and the fiscal year were $3.1 million and $11.8 million, down 9% and 3%, respectively, compared to the prior year [10][11] Market Data and Key Metrics Changes - The company continues to face challenging conditions in the hiring environment, with many client initiatives on hold and a focus on layoffs and hiring freezes [4][5] - The staffing industry is experiencing a cooling effect due to macroeconomic uncertainties, interest rate volatility, and inflation [3][4] Company Strategy and Development Direction - The company aims to restore profitability and growth by focusing on cost reduction, streamlining operations, and integrating AI technology into processes [7][16] - There is a commitment to pursuing acquisition opportunities, particularly in AI consulting, cybersecurity, and IT consulting [16][30] - The company has paused share repurchases and is considering them as a future capital allocation strategy once profitability is restored [8][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to meet increased demand as economic conditions improve [8][17] - The focus remains on returning to profitability as soon as possible, with a goal set for mid-fiscal 2026 [13][16] Other Important Information - The company has a strong liquidity position with $21.4 million in cash and no outstanding borrowings [15] - The working capital ratio as of September 30, 2025, was 4.1 to 1, indicating a solid financial position [15] Q&A Session Summary Question: What is the company's timeline for achieving your goal of $1 billion in revenue per year? - The timeline is uncertain due to changes in the market and the pandemic, but the company is committed to returning to growth [20] Question: What changes are going to be made to raise the stock price? - The first step is to return to profitability, followed by a pivot in the business to grow despite current challenges [21] Question: Are you consolidating offices given lower demand? - Yes, the company has consolidated or closed about 6 offices over the last two to three years [25] Question: Will you consider initiating a buyback once you have visibility into achieving profitability again? - This is a strategic option that is evaluated regularly at the board level [27] Question: Can you elaborate on why there is such a focus on growing the company via acquisitions versus increasing future earnings per share? - The focus on acquisitions is to position the company for better growth and profitability rather than immediate buybacks [28] Question: What multiples do you realistically want to buy at for acquisitions? - Multiples range from six to ten times EBITDA, depending on the growth rate of the business [29] Question: Is the company committed to leveraging offshore or international sales and recruiting? - Yes, the company currently has an offshore team in India and aims to expand its utilization [31]

Financial Data and Key Metrics Changes - Consolidated revenues for Q4 2025 were $23.5 million, down 10% from the prior year, and $96.5 million for the fiscal year, also down 10% [11][12] - Gross profits for Q4 were $8.4 million with a gross margin of 35.8%, while for the fiscal year, gross profits were $33.4 million with a gross margin of 34.6% [5][12] - Loss from continuing operations for Q4 was $613,000 or $0.01 per diluted share, and for the fiscal year, it was $34.7 million or $0.32 per diluted share [6][16] - Non-GAAP adjusted EBITDA was negative $306,000 for Q4 and negative $1.2 million for the fiscal year, showing improvement compared to the prior year [5][17] - The company had a working capital ratio of 4.1 to 1 and positive free cash flow of $533,000 for the fiscal year [17] Business Line Data and Key Metrics Changes - Professional contract staffing services revenues for Q4 were $20.4 million, down 11%, and for the fiscal year, $84.7 million, also down 11% [11][12] - Direct hire revenues for Q4 were $3.1 million, down 9%, and for the fiscal year, $11.8 million, down 3% [11][12] - The decrease in gross profit dollars was mainly due to lower volumes in professional contract staffing services, while gross margins improved due to a higher mix of direct hire placements [12] Market Data and Key Metrics Changes - The staffing industry continues to face challenges due to macroeconomic uncertainties, interest rate volatility, and inflation, leading to a cooling effect on U.S. employment [3][4] - Many businesses have implemented layoffs and hiring freezes, impacting job orders for both contract and direct hire placements [4][5] Company Strategy and Development Direction - The company aims to restore profitability and growth by focusing on cost reduction, streamlining operations, and integrating AI technology into recruiting and sales processes [8][15] - The acquisition of Hornet Staffing is seen as a strategic move to enhance growth and profitability, with plans for further acquisitions in AI consulting and IT sectors [10][18] - The company is exploring opportunities in offshore and nearshore recruiting to expand its capabilities [34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to meet increased demand as economic conditions stabilize [9] - The focus remains on returning to profitability as soon as possible, with expectations for improvements in mid-fiscal 2026 [15][18] - Management acknowledged the importance of AI in both reducing workforce needs and enhancing business growth [40] Other Important Information - The company has paused share repurchases and is considering them as a future capital allocation strategy once profitability is restored [9][30] - The liquidity position remains strong with $21.4 million in cash and no outstanding borrowings [17] Q&A Session Summary Question: What is the company's timeline for achieving your goal of $1 billion in revenue per year? - The timeline is uncertain due to changes in the market and the pandemic, but the company is committed to returning to growth [22] Question: What changes are going to be made to raise the stock price? - The first step is to return to profitability, followed by a pivot in the business to leverage AI and automation [23] Question: Are you consolidating offices given lower demand? - Yes, the company has closed about 6 offices over the past two to three years [28] Question: Would you consider initiating a buyback once you have visibility into achieving profitability again? - This is a strategic option evaluated at every board meeting, but profitability must be restored first [30] Question: Can you elaborate on why there is such a focus on growing the company via acquisitions versus increasing future earnings per share? - The focus on acquisitions is to enhance growth and profitability, which is seen as a better return than stock buybacks at this time [31]

Financial Performance - Consolidated net revenues for the year ended September 30, 2025, were $96.5 million, a decrease of 9.5% from $106.9 million in 2024[269] - Gross profit for the year ended September 30, 2025, was $33.4 million, down from $36.1 million in 2024, reflecting a gross margin of 34.6%[269] - The company reported a consolidated net loss of $34.7 million for the year ended September 30, 2025, compared to a net loss of $24.1 million in 2024[269] - Net revenues for the year ended September 30, 2025, decreased to $98,092 thousand from $112,599 thousand in 2024, representing a decline of approximately 12.9%[330] - Gross profit for the same period was $33,602 thousand, down from $36,916 thousand in 2024, indicating a decrease of about 8.4%[330] - The loss from operations increased to $(34,577) thousand in 2025 compared to $(22,527) thousand in 2024, reflecting a worsening of approximately 53.5%[330] - Revenue from the discontinued Industrial Segment for fiscal 2025 was $4,609 thousand, down from $9,547 thousand in 2024, a decline of approximately 51.7%[335] Assets and Liabilities - Total current assets decreased to $31.7 million as of September 30, 2025, from $35.4 million in 2024, primarily due to a decline in accounts receivable[264] - The total liabilities of the company as of September 30, 2025, were $9.99 million, a decrease from $11.69 million in 2024[268] - The company's accumulated deficit increased to $60.5 million as of September 30, 2025, compared to $25.7 million in 2024[268] - The company’s total assets decreased to $60.0 million as of September 30, 2025, from $95.9 million in 2024[264] - As of September 30, 2025, total other current liabilities decreased to $595 from $899 in 2024, reflecting a reduction of approximately 33.8%[353] Cash Flow - Cash flows from operating activities for the year ended September 30, 2025, were $549,000, an increase from $202,000 in 2024[271] - The net change in cash for the year was an increase of $536 million, compared to a decrease of $1,643 million in the prior year[272] - Cash at the end of the year was $21,364 million, up from $20,828 million at the beginning of the year[272] - Net cash provided by investing activities was $54 million, compared to a cash outflow of $58 million in the previous year[272] Impairment Charges - The company recognized a goodwill impairment charge of $22 million for the year ended September 30, 2025, compared to $14.2 million in 2024[269] - The Company recorded provisions for credit losses of $9 thousand in fiscal 2025, down from $74 thousand in fiscal 2024[286] - A non-cash impairment charge of $5.2 million on intangible assets was recorded during fiscal 2024 due to low gross cash flows[296] - A non-cash goodwill impairment charge of $22,000 thousand was recognized during fiscal 2025, following an interim assessment indicating the carrying value exceeded estimated fair value[346] Acquisitions - The total consideration paid for the acquisition of Hornet Staffing, Inc. was $1,500, consisting of a $1,100 cash payment and $400 in promissory notes[324][325] - Liabilities assumed in the acquisition included a $151 deferred tax liability recorded post-acquisition due to a tax election made during fiscal 2025[328] - The total intangible assets acquired from Hornet were valued at $1,394, including customer relationships valued at $564 and goodwill valued at $751[329] Operational Metrics - The Company operates from 19 branch offices across ten states as of September 30, 2025[274] - Falloffs during fiscal 2025 were approximately $571, compared to $401 in fiscal 2024, indicating an increase in estimated losses due to applicants not remaining employed[305] - The company recorded liabilities for falloffs of $72 and $102 as of September 30, 2025 and 2024, respectively[305] - The Company matched 10% of employee contributions to its 401(k) Plan, totaling $526 thousand in fiscal 2025, up from $260 thousand in 2024[391] Stock and Compensation - The Company entered into a Stock Repurchase Program with a maximum aggregate amount of $20 million, which continued through December 31, 2023[358] - The Company granted 1,550 stock options during fiscal 2025, with share-based compensation expense attributable to stock options recognized at $331[372] - As of September 30, 2025, there were 4,412 stock options outstanding, with a weighted average exercise price of $0.78[373] - Share-based compensation expense attributable to restricted stock was $215 in fiscal 2025, with approximately $89 of unrecognized compensation expense related to restricted stock outstanding[367] Tax and Valuation - The Company recorded a total income tax expense of $9,588 thousand for the year ended September 30, 2025, compared to a benefit of $(2,619) thousand in 2024[377] - As of September 30, 2025, the Company had federal net operating loss carryforwards of approximately $28.2 million and state net operating loss carryforwards of approximately $29.5 million[379] - The Company has recorded a valuation allowance of $12,757 thousand as of September 30, 2025, due to uncertainty in the realization of deferred tax assets[380] Internal Controls - Management concluded that disclosure controls and procedures were effective as of September 30, 2025[401] - Internal control over financial reporting was evaluated and deemed effective as of September 30, 2025[402] - There were no changes in internal controls over financial reporting during fiscal 2025 that materially affected their effectiveness[403]

Core Viewpoint - GEE Group Inc. announced its consolidated results for the fiscal year and fourth quarter ended September 30, 2025, highlighting its performance in professional staffing services and human resource solutions [1] Financial Performance - The company reported consolidated results for the fiscal year and fourth quarter, indicating a focus on contract and placement services [1]

Core Viewpoint - GEE Group Inc. will hold an investor webcast/conference call to discuss its fiscal year and fourth quarter results for the period ending September 30, 2025 [1] Company Summary - GEE Group Inc. is a provider of professional staffing services and human resource solutions [1] - The investor webcast/conference call is scheduled for December 18, 2025, at 11 a.m. EST [1]