UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Exact name of registrant as specified in its charter) ☒ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-05707 GEE GROUP INC. (State or other jurisdiction of incorporation or organization) Illinois 36-6097429 (I.R.S. Employer Iden ...

Financial Data and Key Metrics Changes - For fiscal year 2022, the company reported revenue of $165.1 million, an increase of 11% compared to $148.9 million in fiscal 2021 [8][5] - The fourth quarter revenue was $41.5 million, showing a slight increase compared to the same quarter in fiscal 2021 [8] - Gross profits for the fiscal year were $61.7 million, with a gross margin of 37.4%, while the fourth quarter gross profit was $15.1 million with a margin of 36.3% [17][5] - Non-GAAP adjusted EBITDA for fiscal 2022 was $12.5 million, up 2% from fiscal 2021, with a margin of 7.5% [6][22] - The company achieved a net income of $19.6 million for fiscal 2022, compared to a near breakeven result in fiscal 2021 [20] Business Line Data and Key Metrics Changes - Contract staffing services contributed $138.5 million (84% of total revenue) for the fiscal year, while direct hire placement revenues were $26.6 million (16%) [9] - Contract staffing services revenues increased by $8.7 million (7%) year-over-year, while direct hire placement revenues rose by $7.5 million (39%) [10][11] - Professional staffing services, including both contract staffing and direct hire placement, accounted for 90% of total revenue, with revenues up 13% for the fiscal year [13][14] - Industrial staffing services revenues decreased by 8% for the fiscal year, attributed to pandemic-related conditions [15][16] Market Data and Key Metrics Changes - The demand for professional staffing services increased as the negative effects of COVID-19 lessened, leading to higher revenues in direct hire placement services [12] - The company noted a shift in hiring patterns, with full-time hires decreasing and contract hiring expected to increase during economic downturns [46][49] Company Strategy and Development Direction - The company aims to maintain a strong liquidity position with no outstanding debt and a focus on judicious cash management [27][30] - Discussions regarding stock buybacks are ongoing, with plans to address this after the earnings release [41][44] - The company is optimistic about future growth despite potential macroeconomic challenges, indicating a strategy to adapt SG&A expenses based on revenue fluctuations [50][65] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate economic uncertainties, citing past experiences during recessions [55][56] - The outlook for fiscal 2023 is cautious, with expectations that full-time hiring may not reach the levels seen in fiscal 2022 [58][62] - The company is actively recruiting talent, particularly from layoffs in the tech sector, to strengthen its workforce [60] Other Important Information - The company reported a working capital ratio of 2.7 to 1 and days' sales outstanding (DSO) of approximately 49 days [24] - Positive net cash flow from operating activities was reported at $1.4 million for the fourth quarter and $9.2 million for the fiscal year [25][26] Q&A Session Summary Question: Why was EBITDA lower and what caused SG&A to increase? - SG&A increased due to accrued additional incentive compensation and bonuses for outstanding performance [35][36] Question: Is there stock manipulation observed with large trades? - The company is unaware of any manipulation and does not have a large short position [40] Question: What will be done with the large cash position? - Discussions on stock buybacks are ongoing, and the company is not in need of cash for working capital [41][44] Question: How will recession affect the company? - The company expects to manage cash flow effectively during downturns, as staffing companies typically collect cash faster than they spend on payroll [55][56] Question: Will the company activate a buyback? - The company is considering stock buybacks and will address this after the earnings are digested [52][53] Question: What is the outlook for direct hire? - Direct hire business is expected to be at levels similar to fiscal 2018 or 2019, with a decline from the high levels of fiscal 2022 [62]

Part I [Business](index=3&type=section&id=Item%201.%20Business) GEE Group Inc, a US-based firm, provides professional and industrial human resources solutions through its two primary staffing divisions - The company provides human resources solutions, including temporary and permanent personnel, across the United States through a network of 28 branch offices and 4 virtual locations[11](index=11&type=chunk) - Services are delivered through two primary operating segments: Professional Staffing Services and Industrial Staffing Services[14](index=14&type=chunk) Revenue Breakdown by Service (Fiscal Years 2022 vs. 2021) | Service Line | Fiscal 2022 Revenue % | Fiscal 2021 Revenue % | | :--- | :--- | :--- | | Professional direct hire placement | 16.1% | 12.8% | | Professional contract services | 74.2% | 75.5% | | Industrial contract services | 9.7% | 11.7% | - The company's growth strategy is twofold: organic growth by expanding services and market penetration, and strategic acquisitions of complementary businesses[17](index=17&type=chunk)[20](index=20&type=chunk) - The staffing industry is highly fragmented with low barriers to entry, featuring competitors ranging from sole proprietorships to large national firms[25](index=25&type=chunk)[27](index=27&type=chunk) - As of September 30, 2022, the company had approximately **309 regular employees** and a variable number of contract service employees, ranging from **1,880 to 2,579** during fiscal 2022[48](index=48&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from macroeconomic conditions, financial covenants, operational dependencies, and cybersecurity threats - The U.S. economy is facing **significant inflation and a potential recession**, which could negatively impact the company's business if the economy contracts[51](index=51&type=chunk)[52](index=52&type=chunk) - The company's **$20 million asset-based senior secured revolving credit facility** with CIT Bank contains restrictive covenants that may limit operational and financial flexibility[57](index=57&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Material intangible assets, including goodwill, are subject to impairment risks, which could lead to **future material impairment charges**[62](index=62&type=chunk)[63](index=63&type=chunk) - The business requires **significant working capital** to fund the payroll of temporary workers before receiving client payments, making it vulnerable to cash shortfalls[64](index=64&type=chunk) - Success is highly dependent on retaining senior management and attracting qualified personnel in a competitive market[74](index=74&type=chunk)[76](index=76&type=chunk) - On February 1, 2022, the company detected and stopped a network security incident where an unauthorized third party gained access and encrypted systems[89](index=89&type=chunk)[91](index=91&type=chunk) - The company's ability to use its net operating loss (NOL) carryforwards may be limited by Section 382 of the Internal Revenue Code if an "ownership change" occurs[102](index=102&type=chunk)[103](index=103&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report for the period - Not applicable[135](index=135&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company leases all its office spaces, operating from 28 branch offices and 4 remote locations across eleven states - The company's policy is to lease, not purchase, its office spaces, with its headquarters in Jacksonville, Florida, under a lease expiring in 2026[136](index=136&type=chunk) - As of September 30, 2022, the company operated from **28 branch offices and 4 remote locations** in eleven states[137](index=137&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company settled two lawsuits in March 2022 for a one-time payment of $1.175 million - The company settled two lawsuits with Sands Brothers Venture Capital II, LLC on March 23, 2022[140](index=140&type=chunk) - The settlement involved a one-time payment of approximately **$1.175 million**, with the company's portion being **$975,000**, recognized as a pre-tax charge in fiscal 2022[141](index=141&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[143](index=143&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE American under the symbol "JOB," and no dividends were paid in fiscal 2021 or 2022 - The company's common stock is listed on the NYSE American under the symbol **"JOB"**[145](index=145&type=chunk) - **No dividends were paid** in fiscal 2022 or 2021, and none are anticipated for the foreseeable future[146](index=146&type=chunk) Securities Authorized for Issuance under Equity Compensation Plans (as of Sep 30, 2022) | Plan Category | Securities to be issued upon exercise (thousands) | Weighted average exercise price | Securities remaining available for future issuance (thousands) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,619 | $1.24 | 9,931 | [[Reserved]](index=28&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2022 revenue grew 11% to $165.1 million, while net income surged to $19.6 million due to PPP loan forgiveness and lower interest expense Consolidated Net Revenues (Fiscal 2022 vs. 2021) | Revenue Source | 2022 ($ thousands) | 2021 ($ thousands) | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Professional contract services | 122,562 | 112,470 | 10,092 | 9% | | Industrial contract services | 15,945 | 17,332 | (1,387) | -8% | | **Total contract services** | **138,507** | **129,802** | **8,705** | **7%** | | Direct hire placement services | 26,605 | 19,078 | 7,527 | 39% | | **Consolidated net revenues** | **165,112** | **148,880** | **16,232** | **11%** | - The combined gross profit margin increased to **37.4%** in fiscal 2022 from 35.3% in fiscal 2021, mainly due to a higher mix of 100% margin direct hire placement revenue[166](index=166&type=chunk) - SG&A expenses increased to **$51.9 million** (31% of revenue) in fiscal 2022 from $41.7 million (28% of revenue) in fiscal 2021, driven by higher incentive compensation and one-time charges[169](index=169&type=chunk) - A non-cash goodwill impairment charge of **$2.15 million** was recognized in the first quarter of fiscal 2022[173](index=173&type=chunk) - Net income for fiscal 2022 was **$19.6 million**, a significant increase from $6,000 in fiscal 2021, primarily driven by a **$16.8 million gain on the forgiveness of PPP loans** and a **$5.5 million decrease in interest expense**[178](index=178&type=chunk) Consolidated Cash Flow Data (Fiscal 2022 vs. 2021) | Cash Flow Activity | 2022 ($ thousands) | 2021 ($ thousands) | | :--- | :--- | :--- | | Cash flows provided by operating activities | 9,229 | 370 | | Cash flows used in investing activities | (328) | (126) | | Cash flows used in financing activities | - | (4,371) | - Working capital increased substantially to **$26.6 million** as of September 30, 2022, from $2.5 million a year prior, mainly due to strong cash flow and PPP loan forgiveness[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - Not applicable[223](index=223&type=chunk) [Financial Statements and Supplementary Data](index=40&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section provides an index to the company's consolidated financial statements and independent auditor reports - This item serves as an index to the detailed Consolidated Financial Statements and Supplementary Data, which are located in the latter part of the report, starting on page F-1[224](index=224&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=53&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with the company's accountants - None[357](index=357&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of September 30, 2022 - Management, including the CEO and PFO, concluded that the company's disclosure controls and procedures and internal control over financial reporting were **effective** as of September 30, 2022[357](index=357&type=chunk)[360](index=360&type=chunk)[361](index=361&type=chunk) - Following a network security incident on February 1, 2022, an investigation was conducted and **no material weaknesses** in internal controls were identified as a result[362](index=362&type=chunk)[364](index=364&type=chunk) [Other Information](index=55&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - None[365](index=365&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=55&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by a combined Chairman/CEO, an independent board, and five standing committees, all governed by a Code of Ethics - The executive officers include Derek E. Dewan (CEO), Alex Stuckey (COO), and Kim Thorpe (CFO)[368](index=368&type=chunk) - The Board of Directors has determined that all directors, except for CEO Derek E. Dewan, are **independent** under NYSE American listing standards[393](index=393&type=chunk) - The company combines the roles of Chairman of the Board and CEO, held by Mr. Dewan, believing it enables decisive leadership and clear accountability[389](index=389&type=chunk) - The Board has five standing committees: Nominating, Audit, Corporate Governance, Mergers and Acquisitions, and Compensation[395](index=395&type=chunk) - The company has adopted a Code of Ethics for all directors and employees to promote honest conduct and compliance with laws[420](index=420&type=chunk) [Executive Compensation](index=62&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in fiscal 2022 featured base salaries, performance bonuses, and equity awards under a new incentive program Summary Compensation Table (Fiscal 2022) | Name and Principal Position | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | **Derek Dewan**, CEO | 350,000 | 498,750 | 2,800 | 851,550 | | **Alex Stuckey**, COO | 250,000 | 267,188 | 2,800 | 519,988 | | **Kim Thorpe**, SVP & CFO | 270,000 | 288,563 | 2,800 | 561,363 | - The company has employment agreements with its named executive officers, which include provisions for salary, bonus eligibility, and standard termination clauses[423](index=423&type=chunk)[424](index=424&type=chunk)[425](index=425&type=chunk) - In fiscal 2022, the company adopted a formal **Annual Incentive Compensation Program (AICP)** which includes performance-based short-term cash incentives and long-term equity incentives[427](index=427&type=chunk)[428](index=428&type=chunk) - Non-employee directors were compensated with quarterly cash fees for board and committee service, with increased compensation and stock option grants beginning in fiscal 2023[434](index=434&type=chunk)[435](index=435&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=64&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of December 2022, directors and executives owned 5.26% of common stock, while Raffle Associates, L.P. held 7.79% Security Ownership as of December 19, 2022 | Name of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | | :--- | :--- | :--- | | Derek Dewan (CEO) | 2,091,017 | 1.83% | | Alex Stuckey (COO) | 1,666,624 | 1.46% | | Current directors and executive officers as a group (9 individuals) | 6,018,525 | 5.26% | | Raffle Associates, L.P. (5% Holder) | 8,913,857 | 7.79% | [Certain Relationships and Related Transactions, and Director Independence](index=66&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Six of the seven board members are independent, and no material related party transactions were reported beyond executive compensation and director stock purchases - The Board has determined that six directors (William Isaac, Darla Moore, Carl Camden, Matthew Gormly, Thomas Vetrano, and Peter Tanous) are **independent**[442](index=442&type=chunk) - In April 2021, six directors and officers collectively acquired **678,765 shares** of common stock by participating in the company's follow-on public offering or through open market purchases[445](index=445&type=chunk) [Principal Accountant Fees and Services](index=66&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) FORVIS, LLP served as the independent auditor for fiscal 2022, with total fees of approximately $276,000 for audit and related services - FORVIS, LLP was engaged as the independent registered public accounting firm for fiscal year 2022, succeeding Friedman, LLP[446](index=446&type=chunk) Accountant Fees (Fiscal 2022 vs. 2021) | Fee Type | Fiscal 2022 ($) | Fiscal 2021 ($) | | :--- | :--- | :--- | | Audit fees | 244,000* | 212,000 | | Audit-related fees | 32,000 | 77,500 | *Fiscal 2022 includes $192,000 billed by FORVIS and $52,000 by Friedman for prior period services. - The Audit Committee's policy is to pre-approve all audit and non-audit services provided by the independent accounting firm[450](index=450&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=67&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate documents, material contracts, and required certifications - This item provides a list of all exhibits filed with the annual report, including articles of incorporation, bylaws, material contracts, and required certifications[452](index=452&type=chunk)

Financial Data and Key Metrics Changes - The company reported net income of $2.6 million or $0.02 per diluted share for Q3 2022, and for the nine-month period, net income was $20.4 million or $0.18 per diluted share, compared to net losses in the same periods of the previous year [5][20]. - Consolidated revenues for Q3 2022 were $41.1 million, up 8% year-over-year, and for the nine-month period, revenues were $123.6 million, up 15% year-over-year [6][9]. - Non-GAAP adjusted EBITDA for Q3 2022 was $4.1 million, a 34% increase from the prior year, representing a 10% margin to revenue [7][22]. Business Line Data and Key Metrics Changes - Contract staffing services contributed $33.1 million (80% of revenues) for Q3 2022, with a 2% increase year-over-year, while direct placement services contributed $8 million (20% of revenues), showing a 45% increase year-over-year [9][10][11]. - Total revenues from the professional staffing services segment were $37 million, representing 90% of total revenue, with an 8% increase year-over-year [13]. - Industrial staffing services revenues were $4.1 million for Q3 2022, compared to $3.8 million in Q3 2021, indicating a slight increase despite pandemic-related challenges [15]. Market Data and Key Metrics Changes - The IT services end markets accounted for 48% of professional services business segment revenues for the nine-month period, with a 27% year-over-year increase [13]. - Other professional services markets accounted for 52% of revenues, with a 14% year-over-year increase [14]. Company Strategy and Development Direction - The company aims for sustainable growth and has a target of reaching $1 billion in sales, focusing on creating shareholder value and opportunities for employees [29][46]. - There is a strong emphasis on maintaining a clean balance sheet with no outstanding debt, which positions the company well for future growth and acquisitions [26][29]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate potential economic downturns, citing a strong labor market and ongoing demand for staffing services [56][96]. - The company is actively hiring and filling job orders, indicating a bullish outlook despite economic uncertainties [56][57]. Other Important Information - The company reported a working capital ratio of 3.0 to 1 and positive cash flow from operating activities of $3.4 million for Q3 2022 [24]. - The liquidity position is strong, with over $17 million in cash and $14 million available under a bank credit facility [29]. Q&A Session Summary Question: Why not use cash for stock buybacks? - Management indicated that while stock buybacks are considered, maintaining cash reserves for M&A opportunities is prioritized [31][33]. Question: What is the company's plan regarding undervaluation? - Management acknowledged the company's undervaluation and mentioned ongoing discussions about stock buybacks and potential acquisitions [44][66]. Question: How much cash is needed to run operations? - The company has historically operated on $3 million to $4 million in cash, which covers payroll cycles effectively [35][36]. Question: How will acquisitions be funded? - Acquisitions will be funded through available cash, financing, or seller financing, with a focus on not over-leveraging the company [41][42]. Question: What is the outlook for the labor market? - Management noted that the labor market remains tight, with more job orders than candidates, indicating continued demand for staffing services [56][57]. Question: How does the company view competition? - The company monitors various competitors across different verticals, emphasizing its unique positioning in the market [77][78].

FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Illinois 36-6097429 (I.R.S. Employer Identifi ...

Financial Data and Key Metrics Changes - The company reported net income of $1.1 million or $0.01 per diluted share for Q2 2022 and $17.8 million or $0.15 per diluted share for the first half of 2022 [7][22] - Consolidated revenues were $39.6 million for Q2 2022 and $82.5 million for the first half of 2022, representing increases of 14% and 19% respectively [8][12] - Non-GAAP adjusted EBITDA for Q2 2022 was $3.4 million, up 69% year-over-year, and for the first half, it was $7.3 million, up 31% [9][24] - The company's working capital ratio at March 31, 2022, was 2.7:1, with positive cash flow from operating activities of $2.1 million for Q2 2022 [26][27] Business Line Data and Key Metrics Changes - Contract staffing services contributed $33.7 million and $70.4 million, accounting for 85% of total revenue for both Q2 and the first half of 2022 [12] - Direct placement services revenues were $5.9 million and $12 million, up 61% and 71% respectively [14] - Professional Staffing Services segment revenues were $35.9 million and $74.7 million, representing 91% of total revenue, with increases of 17% and 24% year-over-year [15] Market Data and Key Metrics Changes - IT services accounted for 47% of Professional Services Business segment revenues, up 21% year-over-year, while other professional services accounted for 53% and were up 36% [16] - Industrial staffing service revenues were $3.7 million and $7.8 million, showing a decline compared to the previous year due to pandemic-related conditions [17] Company Strategy and Development Direction - The company aims to sustain momentum from previous quarters and anticipates continued good results for the remainder of 2022, barring unforeseen events [29] - Management is considering share buybacks and smaller tuck-in acquisitions, emphasizing a cautious approach to leverage and high-interest debt [39][49] - The company is focused on enhancing profitability and exploring strategic acquisitions in high-demand sectors like IT and cybersecurity [71] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate economic conditions, noting that staffing companies often perform well during downturns [88] - The company is optimistic about revenue growth, projecting between $160 million and $165 million for the upcoming quarters [90] - Management highlighted the importance of maintaining a strong balance sheet and avoiding over-leverage in future acquisitions [84] Other Important Information - The company has no outstanding debt and a strong liquidity position with $14 million in cash and over $13 million available under its bank facility [27][29] - The company has been able to offset taxable income using net operating loss carryforwards, resulting in a near-zero tax rate [34] Q&A Session Summary Question: Tax rate explanation and realistic cash tax rate range - The tax rate is near nil due to significant NOL carryforwards, which are expected to offset taxable income for about a year and a half [34] Question: Share buybacks versus acquisitions - Management is considering share buybacks but is restricted from doing so until December 2022 due to CARES Act provisions [40] Question: Management's approach to leverage and acquisitions - The company will not over-leverage and is focused on smaller, profitable acquisitions without high-interest debt [44] Question: Reporting additional metrics - Management indicated that bill rates and other metrics are available in investor presentations and are open to further discussions [48] Question: Future growth targets and acquisition landscape - The company is focused on smaller tuck-in acquisitions and is well-positioned to pursue them without significant leverage [50][71] Question: Impact of rising interest rates and recession risks - Rising interest rates may affect acquisition financing, but the company is positioned to benefit from potential downturns [84] Question: Demand trends in IT hiring - While some tech firms are slowing hiring, the company has not seen a slowdown in demand from its client base, which is primarily in industrial sectors [85] Question: Headwinds and tailwinds facing the company - The company is well-positioned with strong leadership and talent, while economic conditions may present some headwinds [87]

Company Overview - GEE Group operates in the ~$180 billion staffing services and HR solutions industry[5] - The company's strategy involves organic growth and acquisitions of high-margin businesses[8] - GEE Group aims to reach $1 billion in U S professional revenue[31] Financial Performance - GEE Group's revenue was $162 million for the trailing twelve months (TTM) ending March 31, 2022[9] - Gross profit for the same period was $59 million, representing a 36% gross margin[9] - Non-GAAP Adjusted EBITDA was $14 million, with a 9% margin[9] - The company eliminated $127 million in high-cost debt, resulting in ~$12 million in annual interest savings[5, 18, 46] - In Q2 2022, revenue grew by 14% and professional revenue grew by 17%[38] - Q2 2022 Non-GAAP Adjusted EBITDA was $3.4 million, compared to $2.0 million in Q2 2021[38, 40, 43] Revenue Breakdown - Temporary staffing accounted for 85% of revenue, while permanent placement accounted for 15%[10, 35] - IT contributed 43% to revenue, Finance, Accounting & Office also contributed 43%, Professional Other 4%, and Light Industrial 10%[35]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or Illinois 36-6097429 (I.R.S. Employer Identification Number ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Illinois 36-6097429 (I.R.S. Employer Iden ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2021 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-05707 GEE GROUP INC. (Exact name of registrant as specified in its charter) | Illinois | 36-6097429 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporati ...