~~For the quarterly period ended~~ ~~December 31, 2017~~

For the quarterly period ended June 30, 2021

~~184 Shuman Blvd.,~~7751 Belfort Parkway, Suite ~~420, Naperville, IL 60563~~150, Jacksonville, FL 32256

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x ☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o ☐ No x☒

The number of shares outstanding of the registrant’s common stock as of ~~February 14, 2018~~August 10, 2021 was ~~10,444,567~~114,100,455.

As a matter of policy, the Company does not provide forecasts of future financial performance. The statements made in this quarterly report on Form 10-Q which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements often contain or are prefaced by words such as ~~"believe"~~“believe”, ~~"will"~~“will” and ~~"expect."~~“expect.” These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. As a result of a number of factors, our actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause the Company's actual results to differ materially from those in the forward-looking statements include, without limitation, the negative effects of the Coronavirus Pandemic (“COVID-19”), including uncertainties regarding economic recovery and changed socioeconomic norms, general business conditions, the demand for the Company's services, competitive market pressures, the ability of the Company to attract and retain qualified personnel for regular full-time placement and contract assignments, the possibility of incurring liability for the Company's business activities, including the activities of its contract employees and events affecting its contract employees on client premises, and the ability to attract and retain qualified corporate and branch management, as well as those risks discussed in the Company's ~~annual report~~Annual Report on Form 10-K for the year ended September 30, ~~2017,~~2020, and in other documents which we file with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date on which they are made, and the Company is under no obligation to (and expressly disclaims any such obligation to) and does not intend to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

~~The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.~~

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

GEE Group Inc. ~~(the “Company”, “us”, “our” or “we”)~~ was incorporated in the State of Illinois in 1962 and is the successor to employment offices doing business since 1893. WeGEE Group Inc. and its wholly material operating subsidiaries, Access Data Consulting Corporation, Agile Resources, Inc., BMCH, Inc., Paladin Consulting, Inc., Scribe Solutions, Inc., SNI Companies, Inc., Triad Logistics, Inc., and Triad Personnel Services, Inc. (collectively referred to as the “Company”, “us”, “our”, or “we”) are ~~a provider~~providers of permanent and temporary professional ~~industrial~~ and ~~physician assistant~~industrial staffing and placement services in and near several major U.S cities. We specialize in the placement of information technology, accounting, finance, office, engineering, ~~medical~~ and ~~accounting~~medical professionals for direct hire and contract staffing for our clients and provide temporary staffing services for our commercial clients.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X. Accordingly, they do not include all of the information and ~~footnotes~~notes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the ~~three-month~~nine-month period ended ~~December 31, 2017~~June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, ~~2018.~~2021. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and ~~footnotes~~notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, ~~2017~~2020 as filed on December ~~28, 2017.~~29, 2020.

The primary sources of liquidity for the Company are revenues earned and collected from its clients for the placement of contractors and permanent employment candidates and borrowings available under its current and former asset-based senior secured revolving credit facilities. Uses of liquidity include primarily the costs and expenses necessary to fund operations, including payment of compensation to the Company’s contract and permanent employees, payment of operating costs and expenses, payment of taxes, payment of interest and principal under its debt agreements, and capital expenditures.

The Company ~~has~~ experienced net losses for the first nine months of its current fiscal year, and for its most recent fiscal years ended September 30, 2020, and 2019, which also negatively impacted the Company’s ability to generate liquidity. During much of this period, the Company significantly restructured its operations, made significant ~~losses~~cost reductions, including closing and consolidating unprofitable locations and eliminating underperforming personnel, implemented strategic management changes, and intensified focus on stabilizing the business and restoring profitable growth.

In approximately mid-March 2020, the Company began to experience the severe negative ~~cash flows~~effects of the economic disruptions resulting from ~~operations~~COVID-19. These have included abrupt reductions in demand for the Company’s primary sources of revenue, its temporary and direct hire placements, lost productivity due to business closings both by clients and at the Company’s own operating locations, and the significant disruptive impacts to many other aspects of normal operations. These effects continue to be felt, with the most severe impacts being felt in the ~~past. Management has implemented a strategy which includes cost reduction efforts, consolidation~~industrial segment and the finance, accounting and office clerical (“FAO”) end markets within the professional segment.

Between April 29 and May 7, 2020, the Company was able to obtain CARES Act relief financing under the Paycheck Protection Program (“PPP Loans”) for each of ~~certain back office activities~~its operating subsidiaries, in the aggregate amount of $19,927. These funds were the only source of financing available to ~~gain efficiencies as well as identifying strategic acquisitions, financed primarily through~~our companies and businesses and have been and continue to be absolutely critical to our ability to maintain operations, including the ~~issuance~~employment of ~~preferred~~our temporary and fulltime employees, in order to produce and meet our foreseeable liquidity requirements in the midst of this continuing worldwide Coronavirus Pandemic.

On April 19, 2021, the Company concluded its public offering of 83,333 shares of common stock ~~and convertible debt, to improve the overall profitability and cash flows~~at a public offering price of $0.60 per share. Gross proceeds of the ~~Company.~~

~~After~~offering totaled $50,000, which after deducting the ~~close~~underwriting discount, legal fees, and offering expenses, resulted in net proceeds of ~~business on March 31, 2017,~~$45,478. On April 27, 2021, the Company and its subsidiaries, as borrowers, entered into a Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”), and certain investment funds managed by MGG Investment Group LP (“MGG”). All funds were distributed on April 3, 2017 (the “Closing Date”).

Under the terms of the Credit Agreement, the Company may borrow up to $73,750,000 consisting of a four-year term loan in the principal amount of $48,750,000 and revolving loans in a maximum amount up to the lesser of (i) $25,000,000 or (ii) an amount determined pursuant to a borrowing base that is calculated based on the outstanding amountunderwriters of the Company’s ~~eligible accounts receivable,~~April 19, 2021 public offering exercised, in full, their 15% over–allotment option to purchase an additional 12,500 common shares (the “option shares”) of the Company at the public offering price of $0.60 per share. The Company closed the transaction on April 28, 2021 and received net proceeds from the sale of the option shares of approximately $6,937, after deducting the applicable underwriting discount. ThinkEquity, a division of Fordham Financial Management, Inc., acted as ~~described in~~sole book-running manager for the ~~Credit Agreement. The loans under the Credit Agreement mature on March 31, 2021.~~offering.

On ~~October 2, 2017,~~April 20, 2021, as the result of the completion of the public offering, the Company the other borrower entities and guarantor entities named therein (collectively, the “Loan Parties”), PNC, and certain investment funds managed by MGG (collectively the “Lenders”) entered into a First Amendment and Waiver (the “Amendment”) to therepaid $56,022in aggregate outstanding indebtedness under its former Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, ~~(the “Credit Agreement”~~including accrued interest, using the net proceeds of its recent underwritten public offering and available cash. The repaid debt was originally obtained from investors led by MGG Investment Group LP (“MGG”) byon April 21, 2017, and ~~among~~had a maturity date ofJune 30, 2023. The MGG debt was comprised of a revolving credit facility with a principal balance on the ~~Loan Parties and the Lenders.~~

~~The Amendment,~~date of repayment of approximately $11,828, which was ~~effective as of October 2, 2017, modified the required principal repayment schedule with respect~~subject to ~~the Term Loans. The Amendment also modified the ability~~an annual interest rate comprised of the ~~Loan Parties to repay or make other payments with respect to certain other loans that are subordinated in right of payment to the indebtedness under the Credit Agreement.~~

~~Pursuant to the Amendment the Lenders also waived any Event of Default arising out~~greater of the ~~Loan Parties’ failure~~London Interbank Offering Rate (“LIBOR”) or 1%, plus a 10% margin (approximately 11% per annum), and a term loan with a principal balance on the date of repayment of approximately $43,735, which was subject to ~~deliver, on or before October 3, 2017, the materials satisfying the requirements of clauses (i) and (ii) of Section 5~~an annual interest rate of the ~~Waiver to Revolving Credit, Term Loan and Security Agreement, dated as~~greater of ~~August 14, 2017, as amended.~~

~~On November 14, 2017, the Company and its subsidiaries, as Borrowers, each subsidiary of the Company listed as~~LIBOR or 1% plus a “Guarantor” on the signature pages thereto (together with each other Person joined thereto as a guarantor from time to time, collectively, the “Guarantors”, and each a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties” and each a “Loan Party”), certain lenders which now are or which thereafter become a party thereto that make Revolving Advances thereunder (together with their respective successors and assigns, collectively, the “Revolving Lenders” and each a “Revolving Lender”), the lenders which now are or which thereafter become a party thereto that made or acquire an interest in the Term Loans (together with their respective successors and assigns, collectively, the “Term Loan Lenders” and each a “Term Loan Lender”, and together with the Revolving Lenders, collectively, the “Lenders” and each a “Lender”), MGG, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (together with its successors and assigns, in such capacity, the “Collateral Agent”), and as10% margin. The term loan ~~agent (together with~~also had an annual payment-in-kind (“PIK”) interest rate of 5% in addition to its successors and assigns, in such capacity, the “Term Loan Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and, collectively, the “Agents”), entered into a second amendment (the “Second Amendment”) to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017 (the “Credit Agreement”).

Pursuant to the Second Amendment the Borrowers agreed, among other things, to use commercially reasonable efforts to prepay, or cause to be prepaid, $10,000,000 in principal amount of Advances (as defined in the Credit Agreement) outstanding,cash interest rate, which ~~amount shall be applied to prepay the Term Loans in accordance with the applicable terms of the Credit Agreement. Any prepayment~~was being added to the term loan is contingent upon a future financing, non-operational cash flow or excess cash flow as defined in the agreement. The Borrowers also agreed to amend (i) the applicable minimum Fixed Charge Coverage Ratios required to be maintained by the Company as set forth in the Second Amendment, (ii) the minimum EBITDA required to be maintained by the Company, as set forth in the Second Amendmentprincipal balance (cash and ~~(iii) the maximum senior leverage ratios required to be maintained by the Company, as set forth in the Second Amendment. The Borrowers agreed to pay to the Administrative Agent for the account~~PIK interest rate combined of ~~the Revolving Lenders, an amendment fee~~approximately 16% per annum). Accrued interest of ~~$364,140,~~approximately $459 was paid in connection with ~~their execution and delivery of~~ the Second Amendment. Such fee is payable on the earlier of (a) June 30, 2018 and (b) the first date on which all of the Obligations (as defined in the Credit Agreement) are paid in full in cash and the Total Commitment (as defined in the Credit Agreement) of the Lenders is terminated.

The loans under the credit agreement for the period commencing on the Amendment No. 2 Effective Date up to and including May 31, 2018, (i) so long as the Senior Leverage Ratio is equal to or greater than 3.75 to 1.00, an amount equal to 9.75% for Advances consisting of Domestic Rate Loans and 10.75% for Advances consisting of LIBOR Rate Loans and (ii) so long as the Senior Leverage Ratio is less than 3.75 to 1.00, an amount equal to 9.00% for Advances consisting of Domestic Rate Loans and 10.00% for Advances consisting of LIBOR Rate Loans.

The loans under the credit agreement for the period commencing on June 1, 2018 up to and including August 31, 2018, (i) so long as the Senior Leverage Ratio is equal to or greater than 4.00 to 1.00, an amount equal to 14.00% for Advances consisting of Domestic Rate Loans and 15.00% for Advances consisting of LIBOR Rate Loans and (ii) so long as the Senior Leverage Ratio is less than 4.00 to 1.00, an amount equal to 9.75% for Advances consisting of Domestic Rate Loans and 10.75% for Advances consisting of LIBOR Rate Loans.

The loans under the credit agreement for the period commencing on September 1, 2018 through the remainder of the Term, (i) so long as the Senior Leverage Ratio is equal to or greater than 3.50 to 1.00, an amount equal to 14.00% for Advances consisting of Domestic Rate Loans and 15.00% for Advances consisting of LIBOR Rate Loans and (ii) so long as the Senior Leverage Ratio is less than 3.50 to 1.00, an amount equal to 9.00% for Advances consisting of Domestic Rate Loans and 10.00% for Advances consisting of LIBOR Rate Loans.

~~At December 31, 2017, approximately $8,000,000 of the Revolving Credit facility was fixed for a three-month period at an interest of approximately 11.3%.~~

~~At December 31, 2017, the Company had approximately $5,800,000 available on the Revolving Credit facility.~~

~~The Company was in compliance with the newly amended financial covenants of the loan for December 31, 2017, the first measurement date under the Amendment.~~

As of ~~December 31, 2017,~~June 30, 2021, the Company had cash of ~~approximately $3,480,000,~~$7,359, which was ~~an increase~~a decrease of ~~approximately $695,000~~$6,715 from ~~approximately $2,785,000~~$14,074 at September 30, ~~2017.~~2020. Working capital at ~~December 31, 2017~~June 30, 2021, was approximately ~~$630,000,~~$5,110, as compared to working capital of approximately ~~$1,588,000~~$13,351 for September 30, ~~2017. The net loss for the three months ended December 31, 2017, was approximately $1,791,000.~~

~~At December 31, 2017 there was approximately $999,000 of accrued interest that was payable with the Company’s common stock.~~

~~On January 4, 2018, the Company issued approximately 41,000 shares of common stock to JAX Legacy related to the accrued interest of approximately $105,000 on the subordinated note.~~

~~On January 4, 2018, the Company issued approximately 280,602 shares of common stock to the SNI Sellers related to accrued interest of approximately $894,000 on the subordinated note.~~2020.

Management believes that the Company can generate adequate liquidity to meet its obligations for the foreseeable future ~~cash flow~~and for at least the next twelve months assuming the negative economic effects of COVID-19 do not worsen, and that economic recovery continues.

Between April 29 and May 7, 2020, the Company and eight of its operating subsidiaries obtained loans in the aggregate amount of $19,927 from BBVA USA (“BBVA”), as lender, pursuant to the Payroll Protection Plan (the “PPP”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (“the CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). These funds were the only source of financing available to our companies and businesses and have been and continue to be critical to our ability to maintain operations, including the employment of our temporary and full-time employees, in order to provide our services and meet our foreseeable liquidity requirements in the midst of this continuing worldwide Coronavirus Pandemic. The Company accounted for the PPP loans as a debt (See Note 8) in accordance with Accounting Standards Codification (“ASC”) Topic 470 Debt. Accordingly, the PPP loans are recognized as current and noncurrent debt in the Company’s accompanying unaudited condensed consolidated financial statements.

The Company and its operating subsidiaries have submitted applications for forgiveness of their respective outstanding PPP loans. During three-month period ended June 30, 2021, the Company’s subsidiaries, Triad Personnel Services, Inc., Triad Logistics, Inc., and Access Data Consulting Corporation were each notified by the SBA that their total outstanding PPP Loans and accrued interest were forgiven in the amounts of $408, $79, and $1,470, respectively. The SBA previously notified Scribe Solutions, Inc. during the three-month period ended March 31, 2021, that its PPP loan and accrued interest in the amount of $279 was fully forgiven.

Management believes that the Company and its subsidiaries whose loans have not yet been forgiven also qualify and are eligible for forgiveness based on existing available guidance; however, there can be no assurance that these remaining outstanding PPP loans and accrued interest will ultimately achieve forgiveness in whole or in part. Accordingly, the Company and its operating subsidiaries with outstanding PPP loans and accrued interest that have not been forgiven continue to account for them as outstanding debt in the accompanying unaudited condensed consolidated financial statements. (See Note 16. Subsequent Event).

The Company, under the CARES Act, also was eligible to defer paying $3,692 of applicable payroll taxes as of June 30, 2021, which is included in long and short-term liabilities in the accompanying unaudited condensed consolidated financial statements. The deferred deposits of the employer’s share of Social Security tax must be paid to be considered timely (and avoid a failure to deposit penalty) by December 31, 2021, fifty (50) percent of the eligible deferred amount, and the ~~availability under the Revolving Credit Facility will have sufficient liquidity for the next 12 months.~~remaining amount by December 31, 2022.

The unaudited condensed consolidated financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

~~Management makes~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Article 8 of Regulation S-X requires management to make estimates and assumptions that ~~can~~ affect the reported amounts of assets and liabilities ~~reported as~~and the disclosure of contingent assets and liabilities at the date of the ~~condensed consolidated~~ financial statements ~~as well as~~and the reported amounts of ~~reported~~ revenues and expenses during the ~~periods presented. Those estimates and assumptions typically involve expectations about events to occur subsequent to the balance sheet date, and it is possible that actual~~reporting period. Actual results could ~~ultimately~~ differ from ~~the~~those estimates. If differences were to occur in a subsequent period, the Company would recognize those differences when they became known. Significant matters requiring the use of estimates and assumptions include, but may not be limited to, deferred income tax valuation allowances, accounts receivable allowances, accounting for acquisitions, accounting for derivatives and evaluation of impairment. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made.

Revenues from contracts with customers are generated from direct hire placement services, professional contract services, and industrial contract services. Revenues are recognized when promised services are performed for customers, and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Our revenues are recorded net of variable consideration such as sales adjustments or allowances.

Direct hire placement service revenues from contracts with customers are recognized when ~~applicants~~employment candidates accept offers of employment, less a provision for estimated ~~losses due~~credits or refunds to customers as the result of applicants not remaining employed for the entirety of the Company's guarantee ~~period. Contract~~period (referred to as “falloffs”). The Company’s guarantee periods for permanently placed employees generally range from 60 to 90 days from the date of hire. Fees associated with candidate placement are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Temporary staffing service revenues from contracts with customers are recognized ~~when~~in amounts the Company has a right to invoice as the services are ~~rendered.~~rendered by the Company’s temporary employees. The Company records temporary staffing revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company controls the specified service before that service is performed for a customer. The Company has the risk of identifying and hiring qualified employees (as opposed to client employees), has the discretion to select the employees and establish their price, and bears the risk for services that are not fully paid for by customers.

Falloffs and refunds during the period are reflected in the unaudited condensed consolidated statements of operations as a reduction of placement service revenues and were approximately ~~$625,000~~$271 and ~~$90,000~~$1,044, and $338 and $1,130 for the ~~three-month period~~three and nine-month periods ended ~~December 31, 2017~~June 30, 2021, and ~~2016~~2020, respectively. Expected future falloffs and refunds are reflected in the unaudited condensed consolidated balance sheet as a reduction of accounts receivable ~~and were approximately $911,000~~ as ~~of December 31, 2017 and $997,000 as of September 30, 2017, respectively.~~described under Accounts Receivable, below.

Payment terms in our contracts vary by the type and location of our customer and the services offered. The terms between invoicing and when payments are due are not significant.

The cost of contract services includes the wages and the related payroll taxes, ~~and~~ employee benefits and certain other employee-related costs of the ~~Company's~~Company’s contract service employees, while they work on contract assignments.

Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. ~~At December 31, 2017~~As of June 30, 2021 and September 30, ~~2017,~~2020, there were no cash equivalents. The Company maintains deposits in ~~financial institutions in excess of amounts guaranteed by the Federal Deposit Insurance Corporation. Cash and cash equivalents are maintained at~~ financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances.

The Company extends credit to its various customers based on evaluation of the ~~customer's~~customer’s financial condition and ability to pay the Company in accordance with the payment terms. An allowance for placement ~~fall-offs~~falloffs is recorded as a reduction of revenues for estimated losses due to applicants not remaining employed ~~for~~during the ~~Company's~~Company’s guarantee period. An allowance for doubtful accounts is recorded as a charge to bad debt expense where collection is considered to be doubtful due to credit issues. These allowances taken together reflect ~~management's~~management’s estimate of the potential losses inherent in the accounts receivable balances based on historical loss statistics and known factors impacting ~~its customers. The~~our clients. Management believes that the nature of the contract ~~service~~services business, ~~where~~wherein client companies are generally dependent on our contract employees in the same manner as permanent employees for their production cycles and the ~~production cycle allows for~~conduct of their respective businesses contributes to a relatively small accounts receivable allowance. ~~Based on management's review~~

As of ~~accounts receivable, an~~June 30, 2021, and September 30, 2020, the allowance for doubtful accounts ~~of approximately $1,659,000 is considered necessary as of December 31, 2017~~was $310 and ~~$1,712,000 at September 30, 2017,~~$2,072, respectively. The Company charges off uncollectible accounts ~~against the allowance~~ once the invoices are deemed unlikely to be collectible. The ~~reserve~~allowance also includes ~~the $911,000 reserve for~~ permanent placement falloffs ~~considered necessary~~of $131 and $287 as of ~~December 31, 2017~~June 30, 2021 and ~~$997,000 as of~~ September 30, ~~2017,~~2020, respectively.

Property and equipment are recorded at cost. Depreciation expense is calculated on a straight-line basis over estimated useful lives of five years for computer equipment and two to ten years for office equipment, furniture and fixtures. The Company capitalizes computer software purchased or developed for internal use and amortizes it over an estimated useful life of five years. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that it may not be recoverable. If the carrying amount of an asset group is greater than its estimated future undiscounted cash flows, the carrying value is written down to the estimated fair value. There was no impairment of property and equipment for the ~~three-months~~nine-month periods ended ~~December 31, 2017~~June 30, 2021 and ~~2016.~~2020.

~~Goodwill represents~~The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the ~~excess~~Company’s unaudited condensed consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of ~~cost~~the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. Also, the Company elected the practical expedient which allows aggregation of non-lease components with the related lease components when evaluating accounting treatment.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the ~~fair~~lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of ~~the net assets acquired in the various acquisitions.~~lease payments. The Company ~~assesses~~applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company also does not currently have residual value guarantees or restrictive covenants in its leases.

The Company evaluates its goodwill for possible impairment as prescribed by ASU 2017-04, Intangibles — Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment at least ~~annually. Testing goodwill for impairment allows the Company to first assess qualitative factors to determine whether the existence of~~annually and when one or more triggering events or circumstances ~~leads to a determination~~indicate that itthe goodwill might be impaired. Under this guidance, annual or interim goodwill impairment testing is ~~more likely than not that~~performed by comparing the estimated fair value of a reporting unit ~~is less than~~with its carrying amount. ~~If the entity determines that this threshold is not met, then performing the two-step impairment test is unnecessary.~~ An impairment ~~loss would be~~charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to ~~the extent~~exceed the carrying value of ~~goodwill exceeds its implied~~goodwill. In testing for impairments, management applies one or more valuation techniques to estimate the fair ~~value.~~values of the reporting units, individual assets or groups of individual assets, as required under the circumstances. These valuation techniques rely on assumptions and other factors, such as the estimated future cash flows, the discount rates used to determine the present value of associated cash flows, and the market comparable assumptions.

The Company allocates its goodwill among two reporting units, its Professional segment and its Industrial segment for purposes of evaluation for impairments. In determining the fair value of our two reporting units, we use one or a combination of commonly accepted valuation methodologies: 1) the income approach, which is based on the present value of discounted cash flows projected for the reporting unit or, in certain instances, capitalization of earnings, and 2) the market approach, which estimates a fair value based on an appropriate revenue and/or earnings multiple(s) derived from comparable companies. In applying our methods, we also use averages or medians to select assumptions derived from comparable companies or market data, and in the application of the income and/or market approaches if we determine that this will provide a more appropriate estimated fair value or range of fair value estimates of the reporting units. Changes to input assumptions and other factors used or considered in the analysis could result in materially different evaluations of goodwill impairment.

The Company considered and reviewed the recoverability of its goodwill during the nine-month period ended June 30, 2021 and 2020 and determined that no impairment charge was necessary. In reaching its conclusion, management determined that no triggering events or other circumstances have occurred or changed since the Company’s most recent annual evaluation as of September 30, 2020, that indicate the carrying values of the Company’s reporting segments are higher than their respective fair values. Management also considered the Company’s market capitalization as recently reported on the NYSE American exchange and determined that when adjusted for the assumption of a reasonable control premium over exchange pricing, exceeded its consolidated net book value (consolidated stockholders’ equity) as of June 30, 2021, and 2020.

The Company follows the provisions of ~~the accounting standard~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement”, which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ~~"exit price"~~“exit price”) in an orderly transaction between market participants at the measurement date.

The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use onof unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the ~~Company's~~Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the ~~circumstances.~~circumstances when observable inputs are not available. The hierarchy is described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The fair value of the Company’s current assets and current liabilities approximate their carrying values due to their short-term nature. The ~~carrying~~fair value disclosures of the Company’s long-term liabilities ~~represents~~approximate their respective fair ~~value~~values based on ~~level 3 inputs. The~~current yield for debt instruments with similar terms. Fair value measurements utilized in evaluating the Company’s goodwill and other intangible assets for impairments are measured at fair value on a non-recurring basis using ~~level~~principally Level 3 ~~inputs, as discussed in Note 5.~~inputs.

Basic earnings and loss per share isare computed by dividing net income or loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted ~~loss~~earnings per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the vesting of restricted shares granted but unissued, exercise of stock options and warrants and the conversion of notes payable and preferred stock to common stock. ~~In periods~~The dilutive effect of outstanding warrants and options is reflected in ~~which a net loss has been incurred, all potentially~~earnings per share by use of the treasury stock method. The dilutive ~~common~~effect of preferred stock is reflected in earnings per share by use of the if-converted method.

Common stock equivalents representing approximately 3,110 and 2,882, and 1,761 and 9,675 shares ~~are considered anti-dilutive and thus~~ are excluded from the ~~calculation. Common~~Company’s loss per share calculations for the three and nine-month periods ended June 30, 2021, and 2020, respectively, because their effects are anti-dilutive. For the three and nine-month periods ended June 30, 2020, the weighted average dilutive incremental shares, or common stock equivalents, ~~of approximately 546,118 was~~ included in the ~~computation~~calculations of ~~diluted earnings per share for the three months ended December 31, 2016. There~~dilutive shares were ~~approximately 10,274,000~~1,013 and ~~475,100 of common stock equivalents excluded for the three months ended December 31, 2017 and December 31, 2016, respectively because their effect is anti-dilutive.~~1,005, respectively.

~~Most~~The Company expenses the costs of ~~the Company's advertising expense budget is used to support the Company's business. Most of the advertisements are in~~ print orand internet media ~~with expenses recorded~~advertising and promotions as ~~they are incurred. For the three months ended December 31, 2017~~incurred and ~~2016, included~~reports these costs in selling, general and administrative ~~expenses was~~expenses. For the three and nine-month periods ended June 30, 2021, and 2020, advertising expense ~~totaling approximately $599,000~~totaled $442 and ~~$288,000, respectively.~~$1,324, and $837 and $1,874respectively.

~~Customer~~Separately identifiable intangible assets held in the form of customer lists, non-compete agreements, customer relationships, management agreements and trade names were recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives ranging from two to ten years using both accelerated and straight-line methods.

The Company ~~records~~recognizes an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company did not recognize and record any ~~impairment~~impairments of long-lived assets used in operations during the ~~three months~~nine-month periods ended ~~December 31, 2017~~June 30, 2021, and ~~2016.~~2020.

The Company accounts for stock-based awards to employees in accordance with ~~applicable accounting principles,~~FASB ASC 718, “Compensation-Stock Compensation”, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, we recognize expense ~~over the requisite service period~~ on an accelerated basis over the ~~employee’s~~employee's requisite service period (generally the vesting period of the equity grant). The ~~Company’s~~Company's option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact our stock-based compensation expense.

Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with ~~applicable accounting principles.~~FASB ASC 718, “Compensation-Stock Compensation”. Such options are valued using the Black-Scholes option pricing model.

See Note 11 for the assumptions used to calculate the fair value of stock-based employee and non-employee compensation. Upon the exercise of options, it is the Company's policy to issue new shares rather than utilizing treasury shares.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50fifty (50) percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying unaudited condensed consolidated statement of operations. As of ~~December 31, 2017~~June 30, 2021 and September 30, ~~2017,~~2020, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet.

Certain reclassifications have been made to the financial statements as of and for the three months ended December 31, 2016 to conform to the current year presentation. There is no effect on assets, liabilities, equity or net income.

The Company provides ~~the following distinctive services: (a)~~ direct hire placement services ~~(b)~~and temporary professional contract staffing services ~~staffing~~ in the fields of information technology, ~~engineering, medical, and~~finance, accounting and ~~(c) temporary light~~office (“FA&O”), engineering, and medical within its Professional Services segment, and industrial ~~staffing. These distinct~~contract services within its Industrial Services segment. The Company’s revenues, cost of services and a substantial portion of its operating costs and expenses can be divided into these two reportable ~~segments,~~segments. Selling, general and administrative (“SG&A”) expenses, including substantially all corporate expenses, are not entirely allocated among Industrial ~~Staffing Services~~ and Professional Staffing Services. ~~Selling, general and administrative expenses are not completely separately allocated among light industrial services and professional staffing services.~~ Operating results are regularly reviewed by the chief operating decision ~~maker to~~makers at each segment who make decisions about resources to be allocated to the segment and to assess its performance. Other factors, including type of business, type of employee, length of employment and revenue recognition are considered in determining ~~these~~the Company’s operating segments.

~~On May 28, 2014, the Financial~~Recently Issued Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Pronouncements Not Yet Adopted

Current Expected Credit Losses Model. In ~~August 2015,~~June 2016, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. This ASU permits the use of either the retrospective or cumulative effect transition method. The new standard is effective for the Company beginning October 1, 2018. The Company is in the process of evaluating the impact of adoption of this guidance on its financial statements.

~~In November 2015, the FASB issued~~2016-13, Financial Instruments-CreditLosses (“ASC 326”), authoritative guidance ~~which changes~~amending how ~~deferred taxes are classified on a company’s balance sheet. The new guidance eliminates the current requirement~~entities will measure credit losses for ~~companies to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, companies will be required to classify all deferred tax~~most financial assets and ~~liabilities as noncurrent.~~certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model, which is a new impairment model based on expected losses. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. Except for balance sheet classification requirements related to deferred tax assets and liabilities, the Company does not expect this guidance to have an effect on its financial statements. The adoption of this guidance had no material effect on the Company as of December 31, 2017.

In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.2022. The Company ~~is in the process of evaluating~~has not yet determined the impact of ~~adoption of this guidance on its financial statements.~~

~~In March 2016,~~ the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance had no effect on the Company as of December 31, 2017.

In August 2016, the FASB issued authoritative guidance designed to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows, including: i) contingent consideration payments made after a business combination; ii) proceeds from the settlement of insurance claims; and iii) proceeds from the settlement of corporate-owned life insurance policies. The new guidance is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period. The Company believes the adoption of this guidance will not have a material impact on its financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2019. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial ~~statements.~~

~~In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill~~statements and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.related disclosures.

No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future financial statements.

Depreciation expense for ~~the three- month~~three and nine-month periods ended ~~December 31, 2017~~June 30, 2021, and ~~2016~~2020 was ~~approximately $97,000~~$78 and ~~$79,000,~~$228, and $33 and $181 respectively.

The ~~following table sets forth activity~~Company leases space for all its branch offices, which are generally located either in ~~goodwill~~downtown or suburban business centers, and for its corporate headquarters. Branch offices are generally leased over periods ranging from ~~September 2016 through December 31, 2017. See Note 12~~three to five years. The Company’s leases generally provide for ~~details~~payment of ~~acquisitions that occurred during the year ended September 30, 2017. (in thousands)~~

~~During the three months ended December 31, 2017~~basic rent plus a share of building real estate taxes, maintenance costs and ~~the year ended September 30, 2017 the Company did not record any impairment of goodwill.~~utilities.

~~Intangible Assets~~Operating lease expenses were $551 and $1,674, and $575 and $1,844 for the three and nine-month periods ended June 30, 2021, and 2020, respectively.

AsSupplemental cash flow information related to leases consisted of ~~September 30, 2017~~the following:

Supplemental balance sheet information related to leases consisted of the following:

The ~~amortization expense attributable~~table below reconciles the undiscounted future minimum lease payments under non-cancelable lease agreements having initial terms in excess of one year to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheet as of June 30, 2021, including certain closed offices are as follows:

The following tables set forth the costs, accumulated amortization and net book value of the Company’s separately identifiable intangible assets ~~was approximately $1,396,000~~as of June 30, 2021, and ~~$369,000 for the three-months ended December 31, 2017~~September 30, 2020, and ~~2016, respectively.~~estimated future amortization expense.

The trade names are amortized on a straight – line basis over ~~the~~their respective estimated useful ~~life~~lives of between five and ten years. ~~Customer~~Intangible assets that represent customer relationships are amortized ~~based~~ on the basis of estimated future undiscounted cash flows or using the straight – line basis over estimated remaining useful lives of five to ten years. Non-compete agreements are amortized based on a straight-line basis over the term of the respective non-compete ~~agreement,~~agreements, which are typically five ~~years. Over the next five~~ years ~~and thereafter, annual~~in duration.

The amortization expense for ~~these finite life~~ intangible assets ~~will total approximately $33,653,000, as follows: fiscal 2018 - $4,186,000, fiscal 2019 - $5,586,000, fiscal~~was $1,015 and $3,074, and $1,125 and $3,921 for three and nine-month periods ended June 30, 2021 and 2020, ~~- $5,005,000, fiscal 2021 - $4,148,000, fiscal 2022 - $3,469,000 and thereafter - $11,259,000.~~respectively.

Long-lived assets, such as purchased intangibles subject to amortization, are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company regularly evaluates whether events7. Revolving Credit Facility and circumstances have occurred that indicate possible impairment and relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. Term Loan

~~After the close of business on March 31, 2017, the~~The Company and its subsidiaries, as borrowers, ~~entered into~~were parties to a Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) with ~~PNC, and certain investment funds managed by MGG. All funds were distributed on April 3, 2017 (the “Closing Date”).~~

~~On October 2, 2017, the Company, the other borrower entities and guarantor entities named therein (collectively, the “Loan Parties”), PNC, and~~ certain investment funds managed by MGG ~~(collectively~~Investment Group LP (“MGG”). The Revolving Credit Facility and Term Loan under the ~~(“Lenders”) entered into a First Amendment~~Credit Agreement, as amended, had maturity date on June 30, 2023. The principal and ~~Waiver (the “Amendment”) to~~remaining unpaid accrued interest balances were fully repaid on April 20, 2021.

On April 20, 2021, as the result of the completion of the public offering, the Company repaid $56,022 in aggregate outstanding indebtedness under its existing Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, ~~(the “Credit Agreement”) by~~including accrued interest, using the net proceeds of its recent underwritten public offering and ~~among~~available cash. The MGG debt was comprised of a revolving credit facility with a principal balance on the ~~Loan Parties, and the Lenders.~~

~~Pursuant to the Amendment the Lenders also waived any Event of Default arising out~~greater of the ~~Loan Parties’ failure~~London Interbank Offering Rate (“LIBOR”) or 1%, plus a 10% margin (approximately 11% per annum), and a term loan with a principal balance on the date of repayment of approximately $43,735, which was subject to ~~deliver, on or before October 3, 2017, the materials satisfying the requirements of clauses (i) and (ii) of Section 5~~an annual interest rate of the ~~Waiver~~greater of LIBOR or 1% plus a 10% margin. The term loan also had an annual payment-in-kind (“PIK”) interest rate of 5% in addition to ~~Revolving Credit, Term Loan and Security Agreement, dated as of August 14, 2017, as amended.~~

Pursuant to the Second Amendment the Borrowers agreed, among other things, to use commercially reasonable efforts to prepay, or cause to be prepaid, $10,000,000 in principal amount of Advances (as defined in the Credit Agreement) outstanding,its cash interest rate, which ~~amount shall be applied to prepay the Term Loans in accordance with the applicable terms of the Credit Agreement. Any prepayment~~was being added to the term loan ~~is contingent upon a future financing, non-operational cash flow or excess cash flow as defined~~principal balance (cash and PIK interest rate combined of approximately 16% per annum). Accrued interest of approximately $459, in the agreement. The Borrowers also agreed to amend (i) the applicable minimum Fixed Charge Coverage Ratios required to be maintained by the Company as set forth in the Second Amendment, (ii) the minimum EBITA required to be maintained by the Company, as set forth in the Second Amendment and (iii) the maximum senior leverage ratios required to be maintained by the Company, as set forth in the Second Amendment. The Borrowers agreed to pay to the Administrative Agent for the account of the Revolving Lenders, an amendment fee of $364,140,aggregate, was paid in connection with ~~their execution~~the principal repayments. The Company took one time charge of $4,004 which represents unamortized debt issue costs associated with its former senior debt.

On May 14, 2021, GEE Group, Inc. and its subsidiaries, Agile Resources, Inc., Access Data Consulting Corporation, BMCH, Inc., GEE Group Portfolio, Inc., Paladin Consulting, Inc., Scribe Solutions, Inc., SNI Companies, Inc., Triad Personnel Services, Inc., and Triad Logistics, Inc. entered a Loan, Security and Guaranty Agreement for a $20 million asset-based senior secured revolving credit facility with CIT Bank, N.A. (the “CIT Facility”). The CIT Facility is collateralized by 100% of the ~~Second Amendment. Such fee is payable on the earlier~~assets of (a) June 30, 2018 and (b) the first date on which all of the Obligations (as defined in the Credit Agreement) are paid in full in cash and the Total Commitment (as defined in the Credit Agreement) of the Lenders is terminated.

~~At December 31, 2017, approximately $8,000,000 of the Revolving Credit facility was fixed for a three-month period at an interest of approximately 11.3%.~~

~~At December 31, 2017, the Company had approximately $5,800,000 available on the Revolving Credit facility.~~

The Revolving Credit Facility is secured by all of the Company’s property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title or interests.

~~The Revolving Credit Facility has the same covenants as the Term-loan (See note 7).~~

~~After the close of business on March 31, 2017,~~ the Company and its subsidiaries ~~as borrowers, entered into a Revolving Credit, Term Loan~~who are co-borrowers and/or guarantors. The CIT Facility matures on the fifth anniversary of the closing date (May 14, 2026). Concurrent with the May 14, 2021 closing of the CIT Facility, the Company borrowed $5,326 and ~~Security Agreement (the “Credit Agreement”)~~utilized these funds to pay all remaining unpaid Exit and Restructuring Fees due to its former senior lenders in the amount of $4,978, with ~~PNC,~~the remainder going to direct fees and ~~certain investment funds managed by MGG. All funds were distributed on April 3, 2017 (the “Closing Date”).~~costs associated with the CIT Facility.

As of June 30, 2021, the Company had $16 in outstanding borrowings and $13,102 available for borrowing under the terms of the CIT Facility.

Under the terms of the Credit Agreement, the Company may borrow up to $73,750,000 consisting of a four-year term loan in the principal amount of $48,750,000 and revolving loans in a maximum amount up to the lesser of (i) $25,000,000 or (ii) an amount determined pursuantCIT Facility, advances will be subject to a borrowing base formula that ~~is calculated~~will be computed based on ~~the outstanding amount~~85% of ~~the Company’s~~ eligible accounts receivable of the Company and subsidiaries as ~~described~~defined in the ~~Credit Agreement.~~CIT Facility, and subject to certain other criteria, conditions, and applicable reserves, including any additional eligibility requirements as determined by the administrative agent. The ~~loans under~~CIT Facility is subject to usual and customary covenants and events of default for credit facilities of this type. The interest rate, at the ~~Credit Agreement mature~~Company’s election, will be based on ~~March 31, 2021.~~either the Base Rate, as defined, plus the applicable margin; or the London Interbank Offering Rate (“LIBOR” or any successor thereto) for the applicable interest period, subject to a 1% floor, plus the applicable margin. In addition to interest costs on advances outstanding, the CIT Facility will provide for an unused line fee ranging from 0.375% to 0.50% depending on the amount of undrawn credit, original issue discount and certain fees for diligence, implementation, and administration.

Between April 29 and May 7, 2020, the Company obtained for each of its operating subsidiaries a loan from BBVA USA (“BBVA”) pursuant to the Payroll Protection Plan (the “PPP”) which was established under the ~~Credit Agreement may be~~Coronavirus Aid, Relief, and Economic Security Act (“the CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The PPP loans were necessary to support ongoing operations due to current economic hardship, uncertainty, and the significant negative effects on the business operations and activity levels of the applicants attributable to COVID-19 including the impact of lock-downs, quarantines and shut-downs. The PPP loans were used primarily to restore employee pay-cuts, recall furloughed or laid-off employees, support the payroll costs for existing employees, hire new employees, and for other allowable purposes including interest costs on certain business mortgage obligations, rent and utilities. Each of the Company’s subsidiary executed a separate promissory note evidencing unsecured loans under the PPP. The following promissory notes were executed by the Company and its subsidiaries: GEE Group, Inc., for $1,992 (the “GEE Group Note”), Scribe Solutions, Inc. for $277 (the “Scribe Note”), Agile Resources, Inc. is for $1,206 (the “Agile Note”), Access Data Consulting Corporation for $1,456 (the “Access Note”), Paladin Consulting, Inc. for $1,925 (the “Paladin Note”), SNI Companies, Inc. for $10,000 (the “SNI Note”), Triad Personnel Services, Inc. for $404 (the “Triad Personnel Note”), Triad Logistics, Inc. for $78 (the “Triad Logistics Note”), and BMCH, Inc. for $2,589 (the “BMCH Note”). The GEE Group Note, the Scribe Note, the Agile Note, the Access Note, the Paladin Note, the SNI Note, the Triad Personnel Note, the Triad Logistics Note, and the BMCH Note are referred to ~~repay existing indebtedness, to partially fund capital expenditures, to fund~~together as the “PPP Notes” and each individually as a ~~portion~~“PPP Note”. The loans evidenced by the PPP Notes (the “PPP Loans”) are being made through BBVA as the lender.

The Company and its operating subsidiaries submitted applications for forgiveness of ~~the purchase price for the acquisition of all of the issued and~~their respective outstanding ~~stock of SNI Holdco Inc. pursuant to~~PPP loans as their lender, BBVA USA, that certain Agreement and Plan of Merger dated March 31, 2017 (the “Merger Agreement”) (see note 12), to provide for on-going working capital needs and general corporate needs, and to fund future acquisitions subject to certain customary conditions of the lenders. On the closing date of the Credit Agreement, the Company borrowed $48,750,000 from term-loans and borrowed approximately $7,476,316 from the Revolving Credit Facility for a total of $56,226,316 which was used byprovided access through its electronic portal allowing the Company to ~~repay existing indebtedness, to pay fees~~submit its applications and ~~expenses relating to~~related documentation. During nine-month period ended June 30, 2021, the ~~Credit Agreement,~~Company’s subsidiaries, Scribe Solutions, Inc., Triad Personnel Services, Inc., Triad Logistics, Inc., and ~~to pay a portion~~Access Data Consulting Corporation were notified by the SBA that its total outstanding PPP Loans and accrued interest were forgiven in the amount of ~~the purchase price for the acquisition of all of the outstanding stock of SNI Holdco Inc. pursuant to the Merger Agreement.~~$279, $408, $79, and $1,470, respectively.

~~On November 14, 2017,~~The Company and its operating subsidiaries have submitted applications for forgiveness of their respective outstanding PPP loans. During three-month period ended June 30, 2021, the Company’s subsidiaries, Triad Personnel Services, Inc., Triad Logistics, Inc., and Access Data Consulting Corporation were each notified by the SBA that their total outstanding PPP Loans and accrued interest were forgiven in the amounts of $408, $79, and $1,470, respectively. The SBA previously notified Scribe Solutions, Inc. during the three-month period ended March 31, 2021, that its PPP loan and accrued interest in the amount of $279 was fully forgiven.

Management believes that the Company and its subsidiaries ~~as Borrowers, each subsidiary of~~whose loans have not yet been forgiven also qualify and are eligible for forgiveness based on existing available guidance; however, there can be no assurance that these remaining outstanding PPP loans and accrued interest will ultimately achieve forgiveness in whole or in part. Accordingly, the Company ~~listed~~and its operating subsidiaries with outstanding PPP loans and accrued interest that have not been forgiven continue to account for them as a “Guarantor” on the signature pages thereto (together with each other Person joined thereto as a guarantor from time to time, collectively, the “Guarantors”, and each a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties” and each a “Loan Party”), certain lenders which now are or which thereafter become a party thereto that make Revolving Advances thereunder (together with their respective successors and assigns, collectively, the “Revolving Lenders” and each a “Revolving Lender”), the lenders which now are or which thereafter become a party thereto that made or acquire an interestoutstanding debt in the Term Loans (together with their respective successors and assigns, collectively, the “Term Loan Lenders” and each a “Term Loan Lender”, and together with the Revolving Lenders, collectively, the “Lenders” and each a “Lender”), MGG, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (together with its successors and assigns, in such capacity, the “Collateral Agent”), and as term loan agent (together with its successors and assigns, in such capacity, the “Term Loan Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and, collectively, the “Agents”), entered into a second amendment (the “Second Amendment”) to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017 (the “Credit Agreement”)accompanying unaudited condensed consolidated financial statements. (See Note 16. Subsequent Event).

Pursuant to the Second Amendment the Borrowers agreed, among other things, to use commercially reasonable efforts to prepay, or cause to be prepaid, $10,000,000 in principal amount of Advances (as defined in the Credit Agreement) outstanding, which amount shall be applied to prepay the Term Loans in accordance with the applicable terms of the Credit Agreement. Any prepayment to the term loan is contingent upon a future financing, non-operational cash flow or excess cash flow as defined in the agreement. The Borrowers also agreed to amend (i) the applicable minimum Fixed Charge Coverage Ratios required to be maintained by the Company as set forth in the Second Amendment, (ii) the minimum EBITA required to be maintained by the Company, as set forth in the Second Amendment and (iii) the maximum senior leverage ratios required to be maintained by the Company, as set forth in the Second Amendment. The Borrowers agreed to pay to the Administrative Agent for the account of the Revolving Lenders, an amendment fee of $364,140, in connection with their execution and delivery of the Second Amendment. Such fee is payable on the earlier of (a) June 30, 2018 and (b) the first date on which all of the Obligations (as defined in the Credit Agreement) are paid in full in cash and the Total Commitment (as defined in the Credit Agreement) of the Lenders is terminated.

The ~~loans~~PPP Loans have two-year terms and bear interest at a rate of 1.00% per annum. Scheduled principal and accrued interest payments are due and payable in monthly instalments, resulting in aggregate principal payments per annum for the current and future fiscal years as follows: remaining fiscal 2021- $1,994, and fiscal 2022 – $15,925. Monthly principal and interest payments under the ~~credit agreement~~PPP Loans are to be deferred to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender, or (2) if the borrower does not apply for loan forgiveness, 10 months after the period commencing on the Amendment No. 2 Effective Date up to and including May 31, 2018, (i) so long as the Senior Leverage Ratio is equal to or greater than 3.75 to 1.00, an amount equal to 9.75% for Advances consisting of Domestic Rate Loans and 10.75% for Advances consisting of LIBOR Rate Loans and (ii) so long as the Senior Leverage Ratio is less than 3.75 to 1.00, an amount equal to 9.00% for Advances consisting of Domestic Rate Loans and 10.00% for Advances consisting of LIBOR Rate Loans.

~~The loans under the credit agreement for the period commencing on September 1, 2018 through the remainder~~end of the ~~Term, (i) so long as~~borrower’s loan forgiveness covered period. Therefore, the ~~Senior Leverage Ratio is equal~~scheduled principal and accrued interest payments presented here may be expected to ~~or greater than 3.50 to 1.00, an amount equal to 14.00% for Advances consisting of Domestic Rate~~change. The PPP Loans and 15.00% for Advances consisting of LIBOR Rate Loans and (ii) so long as the Senior Leverage Ratio is less than 3.50 to 1.00, an amount equal to 9.00% for Advances consisting of Domestic Rate Loans and 10.00% for Advances consisting of LIBOR Rate Loans.

~~The Credit Agreement is secured by all of the Company’s property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or~~may be prepaid at any time ~~in the future may acquire any right, title or interests.~~prior to maturity with no prepayment penalties.

The Term Loans were advanced on the Closing Date and are, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under the Credit Agreement or termination of the Credit Agreement and provided that all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses shall be due and payable in full on March 31, 2021. Principal payments are required as follows: Fiscal year 2018 – $3,636,000, Fiscal year 2019 – $7,728,000, Fiscal year 2020 – $8,337,000 and Fiscal year 2021 - $28,440,000.

The Company shall prepay the outstanding amount of the Term-loans in an amount equal to the Specified Excess Cash Flow Amount (as defined in the agreement) for the immediately preceding fiscal year, commencing with the fiscal year ending September 30, 2018, payable following the delivery to the Agents of the financial statements referred to in the Agreement for such fiscal year but in any event not later than one hundred five (105) days after the end of each such fiscal year (the “Excess Cash Flow Prepayment Date”); provided that (i) if the Specified Term-loan Prepayment Conditions shall not be satisfied on any Excess Cash Flow Prepayment Date, Borrowers shall (A) on the Excess Cash Flow Prepayment Date, pay such portion of the Specified Excess Cash Flow Amount then due for such period that does not cause Borrowers to breach the Specified Term Loan Prepayment Conditions, (B) on the date on which the next Borrowing Base Certificate is due to be delivered to Agents pursuant to the Agreement (the “Borrowing Base Reference Date”), pay the remaining portion of such Specified Excess Cash Flow Amount (or such portion thereof that does not cause Borrowers to breach the Specified Term Loan Prepayment Conditions) and (C) if any Specified Excess Cash Flow Amount for such period remains due and owing after payment of the amount described in preceding clause (ii), on the next Borrowing Base Reference Date and each Borrowing Base Reference Date thereafter, pay such portion of the unpaid Specified Excess Cash Flow Amount that does not cause Borrowers to breach the Specified Term Loan Prepayment Conditions until such Specified Excess Flow Amount then due for such period is paid in full, and (ii) the failure of the Borrowers to make a prepayment of all or any portion of the Specified Excess Cash Flow Amount pursuant the Agreement solely as a result of Borrowers’ failure to satisfy the Specified Term Loan Prepayment Conditions shall not constitute an Event of Default.

~~The amended Credit Agreement contains certain covenants including the following:~~

~~Fixed Charge Coverage Ratio~~. The Company shall cause to be maintained as of the last day of each fiscal quarter, a Fixed Charge Coverage Ratio for itself and its subsidiaries on a Consolidated Basis of not less the amount set forth in the Credit Agreement of 1.25 to 1.0.

~~Minimum EBITDA~~. The Company shall cause to be maintained as of the last day of each fiscal quarter, EBITDA for itself and its subsidiaries on a Consolidated Basis of not less than the amount set forth in the Credit Agreement for each fiscal quarter specified therein, in each case, measured on a trailing four (4) quarter basis as set in the Credit Agreement, which ranges from $11,000,000 to $14,000,000 over the term of the Credit Agreement.

~~Senior Leverage Ratio~~. The Company shall cause to be maintained as of the last day of each fiscal quarter, a Senior Leverage Ratio for itself and its subsidiaries on a Consolidated Basis of not greater than the amount set forth in the Credit Agreement for each fiscal quarter, in each case, measured on a trailing four (4) quarter basis as set in the agreement, which ranges from 5.25 to 1.0 to 2.5 to 1.0 over the term of the Credit Agreement.

In addition to these financial covenants, the Credit Agreement includes other restrictive covenants. The Credit Agreement permits capital expenditures up to a certain level, and contains customary default and acceleration provisions. The Credit Agreement also restricts, above certain levels, acquisitions, incurrence of additional indebtedness, and payment of dividends.

~~The Company was in compliance with the non-financial covenants and with the newly amended financial covenants of the loan for December 31, 2017, the first measurement date under the Amendment.~~

In connection with the Credit Agreement (the Revolving Credit Facility and the Term-loan), the Company agreed to pay an original discount fee of approximately $901,300, a closing fee for the term loan of approximately $75,000, a finder’s fee of approximately $1,597,000 and a closing fee for the revolving credit facility of approximately $500,000. The total of the loan fees paid is approximately $3,073,300. The Company has recorded this as a reduction of the term-loan and amortized as interest expense over the term of the loans. During the period ended, December 31, 2017, the Company amortized approximately $192,000 of the debt discount.

Accrued Compensation ~~includes~~is comprised of accrued wages, the related payroll taxes, employee benefits of the Company's employees, ~~while they work~~including those working on contract assignments, commissions earned and not yet paid and estimated ~~commission~~commissions and bonuses payable.

The Company had outstanding balances under its Convertible and Non-Convertible Subordinated Debt agreements, as follows:

On October 2, 2015, the Company issued and sold the Subordinated Note to JAX Legacy – Investment 1, LLC (the “Jax”, “Investor”) pursuant to a Subscription Agreement dated October 2, 2015 between the Company and the Investor (the “Subscription Agreement”) in the amount of $4,185,000. The Subordinated Note was due on October 2, 2018. The Company paid fees of approximately $25,000 and 3,000 shares of common stock to the Investor, valued at approximately $23,000. In addition, the Company had approximately $33,000 of legal fees related to the transaction. Total discount recorded at issuance was approximately $647,000. Total amortization of debt discount for the year ended SeptemberJune 30, ~~2017 was approximately $107,000, and the remaining $322,000 was written off to loss on extinguishment of debt.~~

~~On April 3, 2017,~~2020, the Company and Jax ~~amended and restated~~Legacy, the Subordinated Note in its entirety in the form of a 10% Convertible Subordinated Note (the “10% Note”) in the aggregate principal amount of $4,185,000. The 10% Note matures on October 3, 2021 (the “Maturity Date”). The 10% Note is convertible into sharessole holder of the Company’s ~~Common Stock at a conversion price equal to $5.83 per share. All or any portion of the~~ 10% Note ~~may be redeemed by~~entered into a Note Conversion Agreement (the “Note Conversion Agreement”) whereby Jax Legacy agreed to immediately convert the Company for cash at any time on or after April 3, 2018 that the average daily VWAP of the Company’s Common Stock reported on the principal trading market for the Common Stock exceeds the then applicable Conversion Price for a period of 20 trading days. The redemption price shall be an amount equal to 100% of the then outstanding$4,185 aggregate principal amount of the 10% Note ~~being redeemed, plus accrued and unpaid interest thereon. The Company agreed~~ to ~~issue to the investors in Jax approximately 77,775~~718 shares of ~~common stock,~~Common Stock at ~~a value~~the $5.83 per share conversion rate stated in the 10% Notes. The conversion of ~~approximately $385,000 which~~the 10% Note was ~~expensed as loss~~executed on ~~the extinguishment of debt during the year ended September~~June 30, ~~2017. On December 13, 2017~~2020, and the Company issued ~~135,655~~718 shares of ~~common stock for both the conversion and paid in kind interest through September 30, 2017.~~Common Stock to Jax Legacy on that date.

On October 4, 2015, the Company issued to the sellers of Access Data Consulting Corporation a Promissory Note. Interest on the outstanding principal balance of the Promissory Note is payable at the rate of 5.5% per annum. The principal and interest amount of the Promissory Note is payable as follows: (i) for the first twelve months commencing on November 4, 2015 and ending on October 4, 2016, a monthly payment of approximately $57,000 in principal and interest, (ii) on October 4, 2016 a balloon payment of principal of $1,000,000, (iii) for the next twelve months commencing on November 4, 2016 and ending on October 4, 2017, a monthly payment of approximately $28,000 in principal and interest, (iv) on October 4, 2017 a balloon payment of principal of $1,202,000 and (v) on October 4, 2017 any and all amounts of previously unpaid principal and accrued interest. The Credit Agreement requires this loan to be subordinated to PNC and MGG, however the sellers of Access Data Consulting Corporation have not agreed to the subordination.

On October 4, 2017, the Company executed an Amended and Restated Non-Negotiable Promissory Note in favor of William Daniel Dampier and Carol Lee Dampier (sellers of Access Data Consulting Corporation) in the amount of $1,202,405 (the “Note”). This Note amends and, as so amended, restates in its entirety and replaces that certain Subordinated Nonnegotiable Promissory Note dated October 4, 2015, issued by the Company to William Daniel Dampier and Carol Lee Dampier in the original principal amount of $3,000,000. The Company agreed to pay William Daniel Dampier and Carol Lee Dampier 12 equal installments of $107,675, commencing on November 4, 2017 and ending on October 4, 2018. The entire loan is classified as current and subordinate to the senior debt.

~~On January 20, 2017, the Company entered into Addendum No. 1 (the “Addendum”) to the Stock Purchase Agreement dated as of January 1, 2016 (the “Paladin Agreement”) by and among~~June 30, 2020, the Company and Enoch S. Timothy and Dorothy Timothy ~~(collectively,~~entered into a Note Settlement Agreement (the “Note Settlement Agreement”). Timothy agreed to accept an aggregate amount of $89 in cash consideration for the ~~“Sellers”~~purchase by the Company of the $1,000 aggregate principal amount of the Subordinated Note dated January 20, 2017. The Subordinated Note was settled at a conversion rate of $5.83 per share (the agreed conversion price at which the Subordinated Note would be convertible to Common Stock) and purchased at $0.52 per share (the closing price on the NYSE American for the Common Stock on June 16, 2020). The Timothy note settlement amount was paid to Timothy on June 30, 2020.

On June 30, 2020, the holders of the 9.5% Notes agreed to accept an aggregate amount of $1,115 in cash in consideration for the purchase by the Company of the entire $12,500 aggregate principal amount of the 9.5% Notes. The 9.5% Notes were settled at a conversion rate of $5.83 (the price at which the 9.5% Notes were converted into shares of the Company’s common stock) and purchased by the Company at $0.52 (the closing price on the NYSE American for the Common Stock on June 16, 2020). The payment was made to the note holders on June 30, 2020.

Pursuant to the Repurchase Agreement, Mr. Ron Smith (SNI Sellers’ representative and a former member of the Company’s board of directors) agreed to accept an aggregate amount of $520 in cash (the “Smith Note Payment Amount”) in consideration for the purchase by the Company of the $1,000 aggregate principal amount of 8% Notes (the “Smith Note Amount”) held by him. The Smith Note Payment Amount was calculated based on the following formula: The Smith Note Amount, divided by $1.00 (the price at which the Smith Notes are convertible to Common Stock), times $0.52 (the closing price on the NYSE American for the Common Stock on June 16, 2020). The Smith Note Payment Amount was paid to Mr. Smith on June 30, 2020.

On June 30, 2020, the holders of the remaining $1,000 aggregate principal amount of the 8% Notes converted such 8% Notes to an aggregate of 1,000 shares of Series C 8% Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) which were immediately and simultaneously converted into 1,000 shares of Common Stock at the $1.00 per share conversion price stated in the 8% Notes and in the Series C Preferred Stock. These holders also converted an aggregate of 93 additional shares of Series C Preferred Stock issued or issuable to them into a total of 93 shares of Common Stock at the $1.00 per share conversion price stated in the Series C Preferred Stock. The issuance of the 1,093 shares of Common Stock to these former holders of 8% Notes and Series C Preferred Stock was completed on June 30, 2020. These shares, along with those of the SNI Sellers that previously held the 9.5% Notes, also were included in the registration statement on SEC Form S-3 filed by the Company on July 31, 2020.

On April 19, 2021, the Company concluded its public offering of 83,333 shares of common stock at a public offering price of $0.60 per share. Gross proceeds of the offering totaled $50,000, which after deducting the underwriting discount, legal fees, and offering expenses, resulted in net proceeds of $45,478. GEE has granted the underwriters a 45-day option to purchase up to an additional 12,500 shares of the Company's common stock to cover over-allotments, if any, at the public offering price, less the underwriting discount. ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering.

On April 27, 2021, the underwriters of the Company’s April 19, 2021, public offering exercised in full their 15% over–allotment option to purchase an additional 12,500 common shares (the “option shares”) of the Company at the public offering price of $0.60 per share. The Company closed the transaction on April 28, 2021 and received net proceeds from the sale of the option shares of approximately $6,937, after deducting the applicable underwriting discount.

On June 30, 2020, the Company issued 1,718 shares of common stock, in aggregate, for debt conversions of $1,000 aggregate principal amount of the 8% Notes, related shares of Series C Preferred Stock, and of $4,185 aggregate principal amount of the 10% Note. The Company also issued 93 shares of common stock for Series C Preferred Stock discussed above (Note 10).

The Company did not grant restricted stock during the nine-month periods ended June 30, 2021. The Company granted 150 restricted shares of common stock during nine-month period ended June 30, 2020. Stock-based compensation expense attributable to restricted stock was $138 and $475, and $130 and $1,015 during the three and nine-month periods ended June 30, 2021, and 2020, respectively. As of June 30, 2021, there was approximately $340 of unrecognized compensation expense related to restricted stock outstanding with vesting period 3 years. On June 15, 2021, 600 shares of restricted common stock held by the Company’s Chief Executive Officer became fully vested.

No warrants were granted or exercised during the nine-month periods ended June 30, 2021, and 2020.

As of June 30, 2021, there were stock options outstanding under the Company’s Amended and Restated 2013 Incentive Stock Plan. During fiscal 2020, 2013 Incentive Stock Plan was amended to increase available balance by 1,000 stock options. Compensation Committee of the Board of Directors authorized to grant either incentive or non-statutory stock options to employees. Vesting periods are established by the Compensation Committee at the time of grant. All stock options outstanding as of June 30, 2021 and September 30, 2020 were non-statutory stock options, had exercise prices equal to the market price on the date of grant, and had expiration dates ten years from the date of grant.

Stock-based compensation expense attributable to stock options and warrants was $93 and $360, $207 and $274 for the three and nine-month periods ended June 30, 2021, and 2020, respectively. As of June 30, 2021, there was approximately $543 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 3.61 years.

On April 3, 2017, the Company filed a Statement of Resolution Establishing its Series A Preferred Stock with the State of Illinois (“the Resolution Establishing Series”). Pursuant to the ~~terms of the Addendum,~~Resolution Establishing Series, the Company and the Sellers agreed (a) that the conditions to the “Earnouts” (as defined in the Paladin Agreement) had been satisfied or waived and (b) that the amounts payable to the Sellers in connection with the Earnouts shall be amended and restructured as follows: (i) the Company paid $250,000 in cash to the Sellers prior to January 31, 2017 (the “Earnout Cash Payment”) and (ii) the Company shall issue to the Sellers a subordinated promissory note in the principal amount of $1,000,000 (the “Subordinated Note”), The Subordinated Note shall bear interest at the rate of 5.5% per annum. Interest on the Subordinated Note shall be payable monthly, principle can only be paid in stock until the term-loan and Revolving Credit Facility are repaid. The Subordinated Note shall have a term of three years and may be prepaid without penalty. The principal of and interest on the Subordinated Note may be paid, at the option of the Company, either in cash or indesignated 160 shares of ~~common~~its authorized preferred stock ~~of the Company or in any combination of cash~~as Series A Preferred Stock. There are no shares issued and ~~common stock. The Sellers have agreed that all payments and obligations~~outstanding under the Subordinated Note shall be subordinate and junior in right of payment to any “Senior Indebtedness” (as defined in the Paladin Agreement) now or hereafter existing to “Senior Lenders” (current or future) (as defined in the Paladin Agreement).this designation.

On April 3, 2017, the Company issued ~~and paid~~an aggregate of approximately 5,900 shares of no-par value, Series B Convertible Preferred Stock to certain of the SNIH Stockholders as part of the ~~Merger Consideration (see note 12) an aggregate of $12.5 million in aggregate principal amount of its 9.5% Notes.~~SNIH acquisition. The ~~9.5% Notes mature on October 3, 2021 (the “Maturity Date”). The 9.5% Notes are convertible into shares of the Company’s Common~~no par value, Series B Convertible Preferred Stock athad a ~~conversion price~~liquidation preference equal to ~~$5.83~~$4.86 per ~~share. Interest on~~share and ranked senior to all “Junior Securities” (including the ~~9.5% Notes accrues at the rate of 9.5% per annum and shall be paid quarterly in arrears on June 30, September 30, December 31 and March 31, beginning on June 30, 2017, on each conversion date~~Company's Common Stock) with respect to ~~the 9.5% Notes (as to that principal amount then being converted), and on the Maturity Date (each such date, an “Interest Payment Date”). At the option~~any distribution of assets upon liquidation, dissolution or winding up of the Company, ~~interest may be paid on an Interest Payment Date either in cash~~whether voluntary or in shares of Common Stock of the Company, which Common Stock shall be valued based on the terms of the agreement, subject to certain limitations defined in the loan agreement. Each of the 9.5% Notes is subordinated in paymentinvoluntary.

On June 30, 2020, and pursuant to the ~~obligations of the Company to the lenders parties to that certain Revolving Credit, Term Loan and Security~~Repurchase Agreement, dated as of March 31, 2017 by and among the Company, the Company’s subsidiaries named as borrowers therein (collectively with the Company, the “Borrowers”), the senior lenders named therein and PNC Bank, National Association, as administrative agent and collateral agent (the “Agent”) for the senior lenders (the “Senior Credit Agreement”), pursuant to those certain Subordination and Intercreditor Agreements, each dated as of March 31, 2017 by and among the Company, the Borrowers, the Agent and each of the holders of the ~~9.5% Notes.~~

~~None~~Series B Preferred Stock agreed to accept an aggregate amount of $2,894 in cash (the “Series B Preferred Stock Purchase Price”) in consideration for the 9.5% Notes issued to the SNIH Stockholders are registered under the Securities Act of 1933, as amended (the “Securities Act”). Each of the SNIH Stockholders who received 9.5% Notes is an accredited investor. The issuance of the 9.5% Notes to such SNIH Stockholders is exempt from the registration requirements of the Act in reliance on an exemption from registration providedpurchase by ~~Section 4(2) of the Act.~~

Future minimum payments of subordinated debt will total approximately $18,698,000 as follows: fiscal 2018 - $1,013,000, fiscal 2019 - $0, fiscal 2020 - $1,000,000, fiscal 2021- $0 and fiscal 2022 - $16,685,000.

~~On March 31, 2017,~~ the Company ~~issued approximately 500,000~~of all 5,566then outstanding shares of ~~common stock upon exercise of warrants~~Series B Preferred Stock (the “Series B Preferred Stock Amount”) held by ~~two officers and received cash of $1,000,000.~~

On November 27, 2017, the Company issued approximately 135,655 shares of common stock to JAX Legacy related to the amendment and restatement of the Subordinated Note and the interest through October 4, 2017, of approximately $553,000.

~~On January 4, 2018, the Company issued approximately 41,000 shares of common stock to JAX Legacy related to the interest on the Subordinated Note through January 4, 2018, of approximately $105,000.~~

~~On January 4, 2018, the Company issued approximately 280,602 shares of common stock~~them. The Series B Preferred Stock Purchase Price was paid to the SNI ~~Sellers related~~Group Members on June 30, 2020. A net gain attributable to ~~the accrued interest~~common stockholders of ~~approximately $894,000~~$24,475 was recognized on the ~~Subordinated Note through January 4, 2018.~~

~~On January 25, 2018, the Company issued approximately 110,083 shares~~redemption of ~~common stock to a SNI Sellers~~Series B Preferred Stock and Smith Series C Preferred Stock, discussed below, for ~~the conversion of approximately 110,083 shares of series B preferred shares.~~

~~At December 31, 2017, there were exercisable options granted to purchase approximately 497,000 shares of common stock and exercisable warrants to purchase approximately 497,000 shares of common stock.~~

(Number of Warrants in Thousands)

Number of Shares

Exercise Price

Expiration

Outstanding at September 30, 2017

497

$ 3.84

Warrants exercised

-

-

Warrants granted

-

-

Outstanding at December 31, 2017

497

$ 3.84

~~The weighted average exercise price of outstanding warrants was $3.84 at December 31, 2017 and September 30, 2017, with expiration dates ranging from February 7, 2020 to April 1, 2025.~~

The Company has recognized compensation expense in the amount of approximately $293,000 and $194,000 during the three months ended December 31, 2017 and 2016, respectively, related to the issuance of stock options.

~~During~~ the three-month period ended December 31, 2017, there were options granted to purchase 120,000 shares of common stock with a weighted average price of approximately $2.80 per common share. This estimated value was made using the Black-Scholes option pricing model and approximated $305,000. The stock options vest over a period between a one to a four-year period. The average expected life (years) of the options were 10 years, the estimated stock price volatility was 104% and the risk-free interest rate was 2.2%. At December 31, 2017, there was approximately $2,083,000 of unamortized compensation.June 30, 2020.

~~At December 31, 2017, there were exercisable options granted to purchase approximately 497,000 shares of common stock and exercisable warrants to purchase approximately 375,000 shares of common stock.~~

~~We account for income taxes under~~On May 17, 2019, the ~~asset~~Company filed a Statement of Resolution Establishing its Series C Preferred Stock with the State of Illinois (“the Resolution Establishing Series”). Pursuant to the Resolution Establishing Series, the Company designated 3,000 shares of its authorized preferred stock as “Series C 8% Cumulative Convertible Preferred Stock”, without par value. The Series C Preferred Stock had a Liquidation Value equal to $1.00 per share and ~~liability method, which requires~~ranked pari passu with the ~~recognition~~Company’s Series B Convertible Preferred Stock (“Series B Preferred Stock”) and senior to all “Junior Securities” (including the Company’s Common Stock) with respect to any distribution of ~~deferred tax~~ assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. Holders of shares of Series C Preferred Stock were entitled to receive an annual non-cash (“PIK”) dividend of 8% of the Liquidation Value per share. Such dividends were payable quarterly in the form of additional shares of Series C Preferred Stock. Each share of Series C Preferred Stock was convertible at the option of the holder thereof into one share of Common Stock at an initial conversion price equal to $1.00 per share, each as subject to adjustment in the event of stock splits, stock combinations, capital reorganizations, reclassifications, consolidations, mergers or sales, as set forth in the Resolution Establishing Series. Except as set forth in the Resolution Establishing Series or as may be required by Illinois law, the holders of the Series C Preferred Stock had no voting rights.

The Company issued approximately 21 shares and ~~liabilities~~104 shares of Series C Preferred Stock to Investors related to interest of $21 and $104 on the 8% Notes during three and nine-month periods ending June 30, 2020, respectively.

Pursuant to the Repurchase Agreement, Mr. Smith also agreed to accept an aggregate amount equal to $37 in cash (the “Smith Series C Preferred Stock Purchase Price”) in consideration for the ~~expected future tax consequences~~purchase by the Company of ~~events that have been included~~the 72 shares of Series C Preferred Stock (the “Series C Preferred Stock Amount”) held by him. The Smith Preferred Stock Purchase Price was calculated based on the following formula: the Smith Series C Preferred Stock Amount, divided by $1.00, times $0.52 (the closing price on the NYSE American for the Common Stock on June 16, 2020). The Smith Series C Preferred Stock Purchase Price was paid to Mr. Smith on June 30, 2020.

The remaining holders of Series C Preferred Stock converted an aggregate of 93 shares of Series C Preferred Stock into a total of 93 shares of Common Stock at the $1.00 per share conversion price stated in the ~~financial statements. Under this method, we determine deferred tax assets and liabilities~~Series C Preferred Stock. The conversion was completed on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.June 30, 2020.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of September 30, 2017, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet.13. Income Tax

The following table presents the provision for income taxes and our effective tax rate for the three ~~months~~and nine-month periods ended ~~December 31, 2017~~June 30, 2021, and ~~2016:~~2020:

	Three Months Ended, December 31,						Three Months Ended, June 30,						Nine Months Ended, June 30,
	2017			2016			2021			2020			2021			2020
Provision for Income Taxes		(28	)		66			(29	)		90			(307	)		271
Effective Tax Rate		2	%		56	%		-3	%		1	%		9	%		-18	%

The effective income tax rate on operations is based upon the estimated income for the year and adjustments, if any, in the applicable quarterly periods for the potential tax consequences, benefits, resolutions of tax audits or other tax contingencies.

Our effective tax rate for the three ~~months~~and nine-month period ended ~~December 31, 2017~~June 30, 2021, and 2020, is lower than the statutory tax rate primarily due to ~~a tax provision for state income taxes and~~ an increase in the deferred tax liability related to indefinite lived ~~assets being offset by a discrete tax benefit recorded for~~assets. In the ~~impact from the US Tax Reform. The tax provision for the three months~~three-month period ended December 31, ~~2017 includes discrete tax benefit totaling $0.4 million relating to the US Tax Reform.~~

~~Our effective tax rate for the three months ended December 31, 2016 was higher than~~2020, the statutory ~~rate primarily due to change in valuation allowance.~~

~~On December 22, 2017, President Trump signed into law~~changes regarding the ~~“Tax Cuts and Jobs Act” ("US Tax Reform"). The US Tax Reform provides for significant changes~~deductibility of PPP loan expenses resulted in the ~~U.S. Internal Revenue Code~~recognition of ~~1986, as amended. Certain provisions of~~a $352 discrete item. Other than the US Tax Reform will be effective during our fiscal year ending September 30, 2018 with all provisions of the US Tax Reform effective as of the beginning of our fiscal year ending September 30, 2019. As the US Tax Reform was enacted after our year end of September 30, 2017, it had no impact on our fiscal 2017 financial results. The US Tax Reform contains provisions with separate effective dates but is generally effective for taxable years beginning after December 31, 2017.

Beginning on January 1, 2018, the US Tax Reform lowers the US corporate income tax rate to 21% from that date and beyond. We estimate that the revaluation of our US deferred tax assets and liabilities to the 21% corporate tax rate will reduce our net deferred tax liability ~~by approximately $0.4 million and~~relating to indefinite lived asset, the Company is ~~reflected as~~maintaining a ~~tax benefit in our results for~~valuation allowance against the ~~quarter ending December 31, 2017.~~remaining net DTA position.

Although we believe we have accounted for the parts of the US Tax Reform that will have the most significant impact on our financials, the ultimate impact of the US Tax Reform on our reported results in 2018 may differ from the estimates provided herein, due to, among other things, changes in interpretations and assumptions we have made, guidance that may be issued, and other actions we may take as a result of the US Tax Reform different from that presently contemplated.

The Company entered into an Agreement and Plan of Merger dated as of March 31, 2017 (the “Merger Agreement”) by and among the Company, GEE Group Portfolio, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, (“GEE Portfolio”), SNI Holdco Inc., a Delaware corporation (“SNIH”), Smith Holdings, LLC a Delaware limited liability company, Thrivent Financial for Lutherans, a Wisconsin corporation, organized as a fraternal benefits society (“Thrivent”), Madison Capital Funding, LLC, a Delaware limited liability company (“Madison”) and Ronald R. Smith, in his capacity as a stockholder (“Mr. Smith” and collectively with Smith Holdings, LLC, Thrivent and Madison, the “Principal Stockholders”) and Ronald R. Smith in his capacity as the representative of the SNIH Stockholders (“Stockholders’ Representative”). As a result of the merger, GEE Portfolio became the owner of 100% of the outstanding capital stock of SNI Companies, Inc., a Delaware corporation and a wholly-owned subsidiary of SNI Holdco (“SNI Companies” and collectively with SNI Holdco, the “Acquired Companies”). The aggregate consideration paid for the shares of SNI Holdco (the “Merger Consideration”) was approximately $66,300,000.

The following unaudited pro forma combined financial information is based on the historical financial statements of the Company and SNI Companies, Inc., after giving effect to the Company’s acquisition as if the acquisition occurred on April 3, 2017.

The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on October 1, 2016, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the three months ended December 31, 2016 as if the acquisition occurred on October 1, 2016. The pro forma results of operations for the three months ended December 31, 2016 only include SNI Companies, as all other acquisitions either occurred prior to October 1, 2016 or had an immaterial effect on pro forma balances. Operating expenses have been increased for the amortization expense associated with the estimated fair value adjustment as of each acquisition during the respective period for the expected definite lived intangible assets. Operating expenses have been increased for the amortization expense associated with the fair value adjustment of definite lived intangible assets of approximately $1,000,000 for the three months ended December 31, 2016 for the SNI acquisition.

~~The proforma results of operations for the three months ended December 31, 2016, included approximately $27,595,000 of sales, and approximately $376,000 of net income, respectively of SNI Companies.~~data, unless otherwise stated)

~~The Company's consolidated financial statements for the three months ended December 31, 2017 include the actual results of all acquisitions.~~14. Commitments and Contingencies

The Company ~~leases space~~and its subsidiaries are involved in various litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for ~~all of its branch offices,~~ which are located either in downtown or suburban business centers, and for its corporate headquarters. Branch offices are generally leased over periods from three to five years. The corporate office lease expires in 2018. The leases generally provide for payment of basic rent plusmanagement believes the ultimate outcome would have a ~~share of building real estate taxes, maintenance costs and utilities.~~material adverse effect on the Company’s financial position.

Rent expense was approximately $873,000 and $272,000 for the three-month periods ended December 31, 2017 and 2016, respectively. As of December 31, 2017, future minimum lease payments due under non-cancelable lease agreements having initial terms in excess of one year, including certain closed offices, totaled approximately $6,277,000 as follows: fiscal 2018 - $2,132,000, fiscal 2019 - $2,329,000, fiscal 2020 - $1,219,000, fiscal 2021 - $341,000 fiscal 2022 - $203,000 and thereafter - $53,000.

The Company retained approximately $1,500,000 of the purchase price, in cash, as a guarantee from the sellers of the SNI Companies that would provide a minimum of $9,200,000 of working capital, as defined in the purchase agreement. As of December 31, 2017, the Company and the sellers of the SNI Companies have not agreed to the provided working capital and the amount continues to be retained by the Company.

Selling, general and administrative (“SG&A”) expenses, including substantially all corporate expenses, are not entirely allocated among Industrial ~~Staffing Services~~ and Professional Staffing Services. ~~Selling, general and administrative expenses are not completely separately allocated among light industrial services and professional staffing services.~~

Unallocated ~~Corporate~~corporate expenses primarily include, certain executive compensation expenses and salaries, certain administrative salaries, corporate legal expenses, stock ~~amortization~~compensation expenses, consulting expenses, audit fees, corporate rent and facility costs, board fees, acquisition, integration and restructuring expenses, and interest expense.

	Three Months Ended						Three Months Ended						Nine Months Ended
	December 31,						June 30,						June 30,
(In Thousands)	2017			2016
							2021			2020			2021			2020
Industrial Staffing Services
Industrial services revenue	$	5,872		$	5,981		$	3,792		$	2,898		$	12,927		$	13,025
Industrial services gross margin		15.6	%		16.4	%
Operating income	$	253		$	340
Industrial services gross margin (1)								15	%		37	%		25	%		20
Operating income (loss)							$	(389	)	$	580		$	1,525		$	(755	)
Depreciation & amortization		66			73		$	17		$	67		$	62		$	206
Accounts receivable – net		3,521			3,497
Intangible assets		637			854
Goodwill		519			1,084
Total assets	$	4,177		$	7,629

Professional Staffing Services
Permanent placement revenue	$	5,771		$	1,150		$	5,529		$	3,101		$	12,579		$	11,996
Placement services gross margin		100	%		100	%		100	%		100	%		100	%		100
Professional services revenue	$	33,589		$	13,875		$	28,747		$	20,595		$	81,923		$	73,810
Professional services gross margin		27.0	%		23.9	%		27	%		27	%		26	%		27
Operating income	$	2,477		$	1,048		$	3,589		$	715		$	7,613		$	4,402
Depreciation and amortization		1,427			375		$	1,076		$	1,091		$	3,240		$	3,896
Accounts receivable – net		19,148			9,080
Intangible assets		33,016			9,871
Goodwill		76,074			17,506
Total assets	$	134,844		$	38,631

Unallocated Expenses
Corporate administrative expenses	$	817		$	601		$	1,213		$	2,539		$	3,660		$	6,283
Corporate facility expenses		105			74			101			116			274			298
Stock option amortization expense		293			194
Stock Compensation expense								231			337			835			1,290
Board related expenses		-			19			35			0			136			0
Acquisition, integration and restructuring expenses		40			23
Total unallocated expenses	$	1,255		$	911		$	1,580		$	2,992		$	4,905		$	7,871

Consolidated
Total revenue	$	45,232		$	21,006		$	38,068		$	26,594		$	107,429		$	98,831
Operating income		1,475			477
Operating income (loss)								1,620			(1,697	)		4,233			(4,224	)
Depreciation and amortization		1,493			448		$	1,093		$	1,158		$	3,302		$	4,102
Total accounts receivables – net		22,669			12,577
Intangible assets		33,653			10,725
Goodwill		76,593			18,590
Total assets	$	139,021		$	46,260

On July 9, 2021, the Company’s subsidiary Agile Resources, Inc. was notified by the SBA that its total outstanding PPP Loans and accrued interest in the amount of $1,220 was forgiven.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We specialize in the placement of information technology, ~~engineering,~~accounting, finance, office, and ~~accounting~~engineering professionals for direct hire and contract staffing for our clients, data entry assistants (medical scribes) who specialize in electronic medical records (EMR) services for emergency departments, specialty physician practices and clinics and provide temporary staffing services for our light industrial clients. The acquisitions of Agile Resources, Inc., a Georgia corporation (“Agile”), Access Data Consulting Corporation, a Colorado corporation (“Access”), Paladin Consulting Inc.~~, a Texas corporation~~ (“Paladin”) and SNI Companies, Inc., a Delaware corporation (“SNI”) significantly expanded our geographical footprint within the placement and contract staffing of information ~~technology.~~technology, accounting, finance, office and engineering professionals.

The Company markets its services using the trade names General Employment, ~~Enterprises,~~ Omni One, Ashley Ellis, Agile Resources, Scribe Solutions Inc., Access Data Consulting Corporation, Paladin Consulting Inc., SNI Companies, Inc., (including Staffing Now, Accounting Now, and Certes), Triad Personnel Services and Triad Staffing. As of ~~December 31, 2017,~~June 30, 2021, we operated ~~forty-four~~twenty-seven branch offices in downtown or suburban areas of major ~~U.S.~~U.S cities in ~~sixteen states.~~eleven states and additional local staff members working remotely serving four additional U.S. locations. We have ~~one office located~~offices or serve markets remotely in each of ~~Arizona,~~ Connecticut, Georgia, ~~Iowa, Maryland,~~ Minnesota, ~~Pennsylvania, Washington DC~~New Jersey, and Virginia, two offices each in ~~New Jersey, four~~Illinois and Massachusetts, three offices in Colorado, ~~Massachusetts, Illinois~~three offices and two additional local market presences in Texas, five offices and two additional local market presences in Florida, and seven offices in ~~Ohio and ten offices in Florida.~~Ohio.

Management has implemented a strategy which ~~included~~includes organic and acquisition growth components. Management’s organic growth strategy includes seeking out and winning new client business, as well as expansion of existing client business and on-going cost reduction and productivity improvement efforts ~~as well as~~in operations. Management’s acquisition growth strategy includes identifying strategic acquisitions, financed primarily through the issuance of equity and debt to improve the overall profitability and cash flows of the Company.

The Company’s contract and placement services are principally provided under two operating divisions or segments: Professional Staffing Services and Industrial Staffing Services. We believe our current segments and array of businesses and brands within our segments complement one another and position us for future growth.

In approximately mid-March 2020, the Company began to experience the severe negative effects of the economic disruptions resulting from the COVID-19 pandemic. These have included abrupt reductions in demand for the Company’s primary sources of revenue, its temporary and direct hire placements, lost productivity due to business closings both by clients and at the Company’s own operating locations. These effects have been and continue to be felt across all businesses, with the most severe impacts being felt in the industrial and finance, accounting, and office clerical (“FA&O) end markets within the professional segment. In response to the crisis, in April 2020 we took a series of proactive actions including a 10% pay cut for full-time salaried employees, temporary furloughing and redeployment of some employees, reduction of discretionary expenses and projects, and obtaining funds under CARES Act Payroll Protection Program (“PPP”). These actions allowed us to generate cost savings and time with which to mitigate the impacts of the COVID-19 pandemic on our businesses and brands. Our businesses have continued recover to a significant extent during nine-month period ended June 30, 2021, as compared with prior sequential quarters since the quarter ended June 30, 2020. While we remain optimistic about our prospects for continuing recovery to pre-COVID-19 levels of results and performance, the rate of such recovery is still somewhat uncertain and could be delayed, for example, by potential resurgences and negative impacts of COVID-19 or variants on the U.S. economy and the specific markets and clients we serve in the future.

Three Months Ended ~~December 31, 2017~~June 30, 2021 Compared to the Three Months Ended ~~December 31, 2016~~June 30, 2020

	Three Months Ended December 31,										Three Months
(In thousands)	2017		2016		$ change			% change
Direct hire placement services	$	5,771	$	1,150	$	4,621			402	%
											Ended June 30,
(in thousands)											2021		2020		Change		Change
Professional contract services		33,589		13,875		19,714			142		$	28,747	$	20,595	$	8,152		40	%
Industrial contract services		5,872		5,981		(109	)		(2	)		3,792		2,898		894		31	%
Consolidated Net Revenues	$	45,232	$	21,006	$	24,226			115	%
Total professional and industrial contract services												32,539		23,493		9,046		39	%

Direct hire placement services												5,529		3,101		2,428		78	%
Consolidated net revenues											$	38,068	$	26,594	$	11,474		43	%

~~Consolidated net revenues~~Contract staffing services contributed $32,539, or approximately 85%, of consolidated revenue and increased by $9,046, or approximately ~~$24,226,000 or 115%~~39%, for the three-month period ended June 30, 2021, as compared with the ~~same~~comparable period last year. The Company acquired SNI as of March 31, 2017, which increased the direct hire placement services by approximately $4,315,000 and increased professional contract services by approximately $19,945,000.ended June 30, 2020. Direct hire placement services ~~excluding SNI is down~~contributed $5,529, or approximately 15%, of consolidated revenue for the three-month period ended June 30, 2021 and were up $2,428, or approximately 78%, as compared with the ~~total number~~comparable three-month period ended June 30, 2020. Contract staffing services revenue was $23,493, or approximately 88%, of ~~recruiters~~consolidated revenue and ~~sales professionals are down~~direct hire placement revenue was $3,101, or approximately 12%, of consolidated revenue for the three-month period ended June 30, 2020.

The overall increase in contract staffing services revenues of $9,046, or 39%, for the three-month period ended June 30, 2021 compared to the three-month period ended June 30, 2020 was primarily attributable to recovery and improvement in professional contract services markets from the negative effects of the COVID-19 pandemic beginning approximately in the ~~Company, however management does expect~~month of June 2020. The onset of COVID-19 resulted in a near immediate decline in demand for our staffing services due to ~~increase hiring~~client closures, postponements in projects and related needs for our services at some clients, significant travel restrictions, and corresponding decreases in the ~~following quarter.~~volume of contract services billable hours. Professional contract services have experienced consistent recovery through this quarter resulting in the revenue increase of $8,152 for the three-month period ended June 30, 2021, as compared with the three-month period ended June 30, 2020. Management believes this trend is the result of U.S. economic recovery, as well as actions taken by the Company to adapt to COVID-19, hire top talent, and position the Company for recovery and growth. Industrial contract services ~~remained~~revenue experienced improvement this quarter due to continuing recovery and improvement from negative impacts related to COVID-19, including most recently, a workforce shortage being felt across the U.S. and widely believed to be attributable to recent and plentiful economic stimulus and unemployment benefits, as well as school and other shutdowns.

Direct hire placement revenue for the three-month period ended June 30, 2021 increased by $2,428, or approximately 78%, over the three-month period ended June 30, 2020, driven by an increase in number of placements. Demand for the Company’s direct hire services increased due to the continuing recovery and significant improvement from the negative effects of the COVID-19 pandemic beginning in approximately June 2020.

Management believes that the underlying trends toward significant recovery since May 2020 are generally consistent with ~~only~~the recovery experienced in the overall U.S. economy so far and, therefore, may be expected to continue, accordingly. The Company continues to observe, analyze and make modifications and changes to its business model and practices on a ~~slight decrease during~~routine basis in response to the ~~three months ended December 31, 2017. Executive management has started~~on-going COVID-19 pandemic and related health and safety concerns. These include, but are not limited to, ~~hire additional national sales force that can be serviced by~~implementation of policies and procedures in observance of Federal, state and/or local guidelines regarding the ~~expanded geographical service area.~~coronavirus, including matters such as working from home, use of personal protective equipment (principally, protective masks), social distancing, personal hygiene and sanitary practices, and other preventative and responsive measures, impacting both our core human resources, as well as our contract laborers serving clients.

Cost of contract services includes wages and related payroll taxes and employee benefits of the Company's contract services employees, and certain other contract employee-related costs, while ~~they work~~working on contract assignments. Cost of contract services for the three-month period ended ~~December 31, 2017~~June 30, 2021 increased by approximately ~~89%~~43% to ~~approximately $29,458,000~~$24,242 compared ~~with~~to $16,925 for the ~~prior~~three-month period ~~of approximately $15,563,000.~~ended June 30, 2020. The $7,317 overall increase ~~includes approximately $14,245,000~~ in cost of contract services ~~related to SNI. The Cost of contract services, as a percentage of contract revenue,~~ for the three-month period ended ~~December 31, 2017 decreased approximately 9%~~June 30, 2021 compared to ~~65% compared with~~ the ~~prior~~three-month period ~~of approximately 74%. The change~~ended June 30, 2020 was attributable to the corresponding increase in ~~the~~ contract revenue gross margin is related to several factors, including the increased permanent placement services from SNI, improved gross margins in industrial contract services and overall improved gross margins in the professional contract services. service revenues.

	Three Months Ended			Three Months Ended			Three Months
Gross Profit Margin %	December 31, 2017			December 31, 2016
							Ended June 30,
							2021			2020
Professional contract services								27	%		27	%
Industrial contract services								15	%		37	%
Professional and industrial services combined								26	%		28	%

Direct hire placement services		100	%		100	%		100	%		100	%
Industrial contract services		15.6	%		16.4	%
Professional contract services		27.0	%		23.9	%
Combined Gross Profit Margin % (1)		34.9	%		25.9	%
Combined gross profit margin % (1)								36	%		36	%

The Company’s combined gross profit margin, including direct hire placement services (recorded at 100% gross margin) for the three-month period ended June 30, 2021 and 2020, was approximately 36% each. In the professional contract services, the gross margin (excluding direct hire placement services) was approximately 27% for three-month period ended June 30, 2021 and 2020 each.

The Company’s industrial contract services gross margin for the three-month period ended June 30, 2021 was approximately 15% versus approximately 37% for the three-month period ended June 30, 2020. The decrease in industrial contract services gross margin is due to a decrease in the amount of premium refunds the Company’s industrial business is eligible to receive under the Ohio Bureau of Workers’ Compensation retrospectively-rated insurance program. The industrial contract services gross margins normalized for the effects of these items were approximately 15% and 13% for the three months ended June 30, 2021 and 2020, respectively. The increase after adjustment to remove the effect of the workers compensation premium refunds is primarily attributable to increased bill rates and a decrease in premium charges related to workers compensation for the three-month period ended June 30, 2021.

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

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

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

· •	Recruitment advertising, which includes the cost of identifying job applicants.

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

The Company’s largest selling, general and administrative expense is for compensation in the operating divisions. Most of the Company’s sales agents and recruiters are paid on a commission basis and receive advances against future commissions. When commissions are earned, prior advances are applied against them and the sales agent or recruiter is paid the net amount. The Company recognizes the full amount as commission expense, and advance expense is reduced by the amount recovered. Thus, the Company’s advance expense represents the net amount of advances paid, less amounts applied against commissions, plus commission accruals for billed but uncollected revenue.

The Company’s SG&A for the three-month period ended June 30, 2021, increased by $905 as compared to the three-month period ended June 30, 2020. SG&A for the three-month period ended June 30, 2021, as a percentage of revenues, was approximately 29% compared to approximately 38% for the three-month period ended June 30, 2020. The decrease in SG&A expenses as a percentage of revenue is primarily attributable to the significant recovery and improvement in revenues discussed earlier and Company’s efforts to manage costs effectively.

SG&A also includes certain non-cash costs, expenses incurred related to acquisition, integration and restructuring, non-recurring items, such as certain corporate legal and general expenses associated with capital markets activities that either are not directly associated with core business operations, and/or other items that have been eliminated on a going forward basis and/or are of an isolated, non-recurring nature. These costs were estimated to be $159 and $1,557 for the three-month periods ended June 30, 2021 and 2020, respectively, and include mainly expenses associated with former closed and consolidated locations, and former personnel costs associated with eliminated positions.

Depreciation expense was $78 and $33 for the three-month period ended June 30, 2021, and 2020, respectively. The increase is due to the fixed assets additions.

Amortization expense was $1,015 and $1,125 for the three-month period ended June 30, 2021 and 2020, respectively. The decrease is due to certain SNI intangible assets related to non-compete agreements that have become fully amortized as of March 31, 2020.

The income from operations increased by $3,317 for the three-month period ended June 30, 2021 compared to the three-month period ended June 30, 2020. The increase is due to the factors described above including a significant improvement and recovery in revenues and the Company’s mitigating efforts beginning in approximately mid-March 2020 to restore and grow revenues, and to manage costs effectively to adapt to the COVID-19 pandemic and position the Company for recovery.

Interest expense was $539 for the three-month period ended June 30, 2021, which decreased by $2,795 compared to the three-month period ended June 30, 2020. The decrease in interest expense for the three-month period ended June 30, 2021 is mainly attributable to the interest expense related to the former Senior Credit Agreement, 9.5% Notes, and 10% Notes that were included in the three-month period ended June 30, 2020. The Company’s former Senior Credit Agreement contributed $459 and $2,093 the three-month period ended June 30, 2021 and June 30, 2020, respectively. On April 20, 2021, the Company retired and fully repaid its remaining principal and accrued interest balances under its former Senior Credit Agreement.

The Company recognized a tax benefit of $29 for the three-month period ended June 30, 2021. Our effective tax rate for the three-month periods ended June 30, 2021 and 2020, were lower than the statutory tax rate primarily due to an increase in the deferred tax liability related to indefinite lived assets. Other than the deferred tax liability relating to indefinite lived asset, the Company is maintaining a valuation allowance against the remaining net DTA position.

The Company’s net (loss) income was $(937) and $7,195 for the three-month periods ended June 30, 2021 and 2020, respectively. The decrease in net income is primarily attributable to gains recognized of $12,316 on extinguishment of subordinated debt during the three-month period ended June 30, 2020. In addition to the changes discussed above gains of $1,957 on the extinguishment of PPP loans were offset by a loss in the form of a charge off of unamortized debt costs on a debt extinguishment related to the term loan pay-off in amount of $4,004 during the three-month period ended June 30, 2021.

On April 19, 2021, the Company raised net proceeds of $45,487 of common equity capital and on April 20, 2021, repaid all its remaining outstanding principal and accrued interest balances of $56,022 under its former Senior Credit Agreement. The Company incurred $459 in interest expense in the accompanying unaudited condensed consolidated statement of operations for the three-month period ended June 30, 2021, which obligations have now ceased effective April 21, 2021..

The Company continues to closely manage costs and to pursue opportunities to selectively increase revenue producing headcount in key markets and industry verticals. The Company also seeks to organically grow its professional contract services revenue and direct hire placement revenue, including business from staff augmentation, permanent placement, statement of work (SOW) and other human resource solutions in the information technology, engineering, healthcare and finance and accounting higher margin staffing specialties. The Company’s strategic plans to achieve this goal involve setting aggressive new business growth targets, including initiatives to increase services to existing customers, increasing its numbers of revenue producing core professionals, including primarily, business development managers and recruiters, changes to compensation, commission and bonus plans to better incentivize producers, and frequent interaction with the field to monitor and motivate growth. The Company’s strategy entails both internal and acquisition growth objectives to increase revenue in the aforementioned higher margin and more profitable professional services sectors of staffing.

Nine Months Ended June 30, 2021 Compared to the Nine Months Ended June 30, 2020

Contract staffing services contributed $94,850 or approximately 88% of consolidated revenue and were higher by $8,015 for the nine-month period ended June 30, 2021, as compared with the comparable period ended June 30, 2020. Direct hire placement services contributed $12,579, or approximately 12%, of consolidated revenue for the nine-month period ended June 30, 2021 and were up $583, or approximately 5%, as compared with the comparable period ended June 30, 2020. Contract staffing services revenue was $86,835, or approximately 88%, of consolidated revenue and direct hire placement revenue was $11,996, or approximately 12%, of consolidated revenue for the nine-month period ended June 30, 2020.

The overall increase in contract staffing services revenues of $8,015, or 9%, for the nine-month period ended June 30, 2021 compared to the nine-month period ended June 30, 2020 was primarily attributable to significant recovery and improvement in professional contract services markets from the negative effects of the COVID-19 pandemic beginning in approximately June 2020. The onset of COVID-19 resulted in a near immediate decline in demand for our staffing services due to client closures, postponements in projects and related needs for our services at some clients, significant travel restrictions, and corresponding decreases in the volume of contract services billable hours. Professional contract services significantly outperformed their historical trends and experienced consistent recovery since May 2020 through this quarter resulting in the revenue increase of $8,113 for the nine-month period ended June 30, 2021, as compared with the nine-month period ended June 30, 2020. Management believes this trend is the result of U.S. economic recovery, as well as actions taken by the Company to adapt to COVID-19, hire top talent, and position the Company for recovery and growth. Industrial contract services revenue experienced improvement due to continuing recovery and improvement from negative impacts related to COVID-19, including most recently, a workforce shortage being felt across the U.S. and widely believed to be attributable to recent and plentiful economic stimulus and unemployment benefits, as well as school and other shutdowns.

Direct hire placement revenue for the nine-month period ended June 30, 2021 increased by $583, or approximately 5%, over the nine-month period ended June 30, 2020. Demand for the Company’s direct hire services increased due to the continuing recovery and significant improvement from the negative effects of the COVID-19 pandemic beginning in approximately June 2020.

Management believes that the underlying trends toward recovery since May 2020 are generally consistent with the recovery experienced in the overall U.S. economy so far and, therefore, may be expected to continue, accordingly. The Company continues to observe, analyze and make modifications and changes to its business model and practices on a routine basis in response to the on-going COVID-19 pandemic and related health and safety concerns. These include, but are not limited to, implementation of policies and procedures in observance of Federal, state and/or local guidelines regarding the coronavirus, including matters ranging working from home, use of personal protective equipment (principally, protective masks), social distancing, personal hygiene and sanitary practices, and other preventative and responsive measures, impacting both our core human resources, as well as our contract laborers serving clients.

The Company’s combined gross profit margin, including direct hire placement services (recorded at 100% gross margin) for the nine-month period ended June 30, 2021 and 2020 was approximately 35% each.

In the professional contract staffing services segment, the gross margin (excluding direct placement services) was approximately 26% for nine-month period ended June 30, 2021 compared to approximately 27% for the nine-month period ended June 30, 2020. This decrease is generally due to shifts in the amounts and mix of business between end markets and higher and lower billing rates and margins. Contributing to this 0.3% (300 basis points) decrease is a disproportionate increase in the mix of lower margin office and clerical temporary staffing services within the overall COVID-19 business recovery taking place.

The Company’s industrial contract services gross margin for the nine-month period ended June 30, 2021 was approximately 25% versus approximately 20% for the nine-month period ended June 30, 2020. The increase in industrial contract services gross margin is due to the amount of additional premium refunds in the form of policyholder dividends the Company’s industrial business was eligible to receive under the Ohio Bureau of Workers’ Compensation retrospectively-rated insurance program. Results for the nine months ended June 30, 2021 includes $1,337 of such premium refunds. The industrial contract services gross margins excluding the effects of these items were approximately 15% and 14% for the nine months ended June 30, 2021 and 2020, respectively. The increase, adjusted to remove the effects of workers compensation premium refunds, is generally within a reasonable performance range for our Light Industrial segment.

The Company’s SG&A for the ~~three months~~nine-month period ended ~~December 31, 2017 increased~~June 30, 2021 decreased by ~~approximately $8,271,000 or approximately 184%~~$4,520 as compared to the ~~same~~nine-month period ~~last year.~~ended June 30, 2020. SG&A for the nine-month period ended June 30, 2021, as a percentage of revenues, was approximately 28% compared to approximately 35% for the nine-month period ended June 30, 2020. The ~~increase was~~decrease in SG&A expenses is primarily ~~related~~attributable to the ~~inclusion of selling, general and administrative expenses of SNI following the acquisition by the Company. Management continues~~Company’s mitigating efforts to reduce ~~general~~ and ~~administrative expenses as~~manage costs to adopt to COVID-19 and position the Company ~~consolidates~~for recovery and growth. In addition, a provision for doubtful accounts related to a key customer who filed for a bankruptcy protection of approximately $1,700, was taken in the ~~back office and can capitalize on the Company’s growth.~~form of a charge to income during March 2020.

SG&A also includes certain non-cash costs, expenses incurred related to acquisition, integration and restructuring, non-recurring items, such as certain corporate legal and general expenses associated with capital markets activities that either are not directly associated with core business operations, and/or other items that have been eliminated on a going forward basis and/or are of an isolated, non-recurring nature. These costs were estimated to be $340 and $3,247 for the nine-month periods ended June 30, 2021 and 2020, respectively, and include mainly expenses associated with former closed and consolidated locations, and personnel costs associated with eliminated positions.

Depreciation expense was $228 and $181 for the nine-month period ended June 30, 2021, and 2020, respectively. The increase is attributable to net fixed assets additions.

Amortization expense was $3,074 and $3,921 for the ~~three months~~nine-month period ended ~~December~~June 30, 2021 and 2020, respectively. The decrease is due to certain SNI intangible assets related to non-compete agreements that have become fully amortized during March 31, ~~2017, increased $1,027,000, or 278% compared with the prior period, primarily as a result of the acquisition of SNI in April 2017 and the related amortization of their identified intangible assets.~~2020.

The income from operations increased by $8,457 for the nine-month period ended June 30, 2021 compared to the nine-month period ended June 30, 2020. The increase is due to the factors described above including an increase in revenues, a decrease in amortization, recognition of provision for doubtful accounts related to a key customer who filed for a bankruptcy protection during March 2020, and the Company’s mitigating efforts beginning in approximately mid-March 2020 to restore and grow revenues, and to manage costs to adapt to the COVID-19 pandemic and position the Company for recovery and growth.

Interest expense was $5,759 for the ~~three months~~nine-month period ended ~~December 31, 2017, increased~~June 30, 2021, which decreased by ~~approximately $2,934,000 or 815%~~$3,859 compared ~~with~~to the ~~same~~nine-month period ~~last year primarily as a result of~~ended June 30, 2020. The decrease in interest expense for the ~~newly obtained long-term debt,~~nine-month period ended June 30, 2021 is mainly attributable to the interest expense ~~for acquisition payments and higher average borrowings~~ related to the ~~new acquisitions.~~former Senior Credit Agreement, 9.5% Notes, and 10% Notes that were included in the nine-month period ended March 31, 2020. The Company’s former Senior Credit Agreement contributed $3,595 and $6,888 the nine-month period ended June 30, 2021 and June 30, 2020, respectively. On April 20, 2021, the Company repaid its remaining principal and accrued interest balances under its former Senior Credit Agreement, after which time interest expense ceased to accrue.

The Company recognized a tax benefit of $307 for the nine-month period ended June 30, 2021. Our effective tax rate for the nine-month periods ended June 30, 2021 and 2020, is lower than the statutory tax rate primarily due to an increase in the deferred tax liability related to indefinite lived assets. In nine-month period ended June 30, 2021, the statutory changes regarding the deductibility of PPP loan expenses resulted in the recognition of a $352 discrete item. Other than the deferred tax liability relating to indefinite lived asset, the Company is maintaining a valuation allowance against the remaining net DTA position.

The Company’s net loss was $(2,987) and $(1,797) for the nine-month periods ended June 30, 2021 and 2020, respectively. The increase in net loss for the nine-month periods ended June 30, 2021 is attributable to the factors described above including recognized gains of $12,316 on extinguishment of subordinated debt during the nine-month period ended June 30, 2020. In addition to the changes discussed above, gain of $2,236 on the extinguishment of PPP loans were offset by a loss in the form of a charge off of unamortized debt costs on a debt extinguishment related to the term loan pay-off in amount of $4,004 during the nine-month period ended June 30, 2021.

The primary sources of liquidity for the Company are revenues earned and collected from its clients for the placement of contractors and permanent employment candidates and borrowings available under its current and former asset-based senior secured revolving credit facilities. Uses of liquidity include primarily the costs and expenses necessary to fund operations, including payment of compensation to the Company’s contract and permanent employees, operating costs and expenses, payment of taxes, payment of interest and principal under its debit agreements, and capital expenditures.

The following table sets forth certain consolidated statements of cash flows ~~data (in thousands):~~data:

As of ~~December 31, 2017,~~June 30, 2021, the Company had ~~cash~~$7,359 of ~~approximately $3,480,000,~~cash, which was ~~an increase~~a decrease of ~~approximately $695,000~~$6,715 from ~~approximately $2,785,000 at~~$14,074 as of September 30, ~~2017. Working capital at December 31, 2017 was approximately $630,000, as compared to~~2020. As of June 30, 2021, the Company had working capital of ~~approximately $1,588,000 for~~$5,110 compared to $13,351 of working capital as of September 30, ~~2017. The net loss for the three months ended December 31, 2017, was approximately $1,791,000.~~

~~At December 31, 2017 there was approximately $999,000 of accrued interest that was payable with the Company’s common stock, which was settled in stock on January 9, 2018.~~2020.

Net cash ~~used in~~(used in) provided by operating activities for the ~~three months~~nine-month periods ended ~~December 31, 2017~~June 30, 2021 and ~~2016~~2020 was ~~approximately $(249,000)~~$(2,276) and ~~$(696,000),~~$245, respectively. The ~~fluctuation is due to~~negative operating cash flow in the ~~significant loss from operations, increase~~nine-month period ended June 30, 2021 corresponds with net changes in ~~accrued interest, increase in accounts payable, decrease in accrued compensation, account receivable and increase in other current assets~~working capital.

The primary uses of cash for investing activities were for the ~~quarter~~acquisition of property and equipment in the nine-month periods ended ~~December 31, 2017~~June 30, 2021 and ~~offset by non-cash related expense for depreciation, amortization and stock compensation.~~

Net cash used in investing activities for the three months ended December 31, 2017 and 2016 was approximately $(128,000) and $(67,000), respectively. The primary use of cash was for acquisition of furniture and equipment for new offices.

~~Net cash flows~~Cash flow (used in) provided by financing activities for the ~~three months~~nine-month period ended ~~December 31, 2017~~June 30, 2021 and 2020 was ~~approximately $1,072,000 compared~~$(4,371) and $12,382, respectively. The decrease during nine-month period ended June 30, 2021 was primarily attributable to ~~approximately $428,000 in~~ the ~~three months~~payment on former Senior Credit Agreement that was offset by the proceeds received from the public offering. The increase during nine-month period ended ~~December 31, 2016. Fluctuations in financing activities are~~June 30, 2020 was primarily attributable to the net ~~borrowings of the revolving credit facility, offset by payment of debt.~~proceeds received from PPP Loans.

Minimum debt service payments (principal) for the twelve-month period commencing after the close of business on June 30, 2021, are approximately $10,966. All of the ~~Company's~~Company’s office facilities are leased. ~~As of December 31, 2017, future minimum~~Minimum lease payments under ~~non-cancelable~~all the Company’s lease ~~commitments having initial terms more than one~~agreements for the twelve-month period commencing after the close of business on June 30, 2021, are approximately $1,777.

The Company experienced net losses for the first nine months of its current fiscal year, and for its most recent fiscal years ended September 30, 2020 and 2019, which also negatively impacted the Company’s ability to generate liquidity. During much of this period, the Company significantly restructured its operations, made significant cost reductions, including ~~closed offices, totaled~~closing and consolidating unprofitable locations, eliminating underperforming personnel and pursuing top talent, implemented strategic management changes, and intensified focus on stabilizing the business and restoring profitable growth. As a result, management believes the Company had begun to see its operations and business stabilize.

In approximately ~~$6,277,000.~~mid-March 2020, the Company began to experience the severe negative effects of the economic disruptions resulting from the Coronavirus Pandemic (“COVID-19”). These have included abrupt reductions in demand for the Company primary sources of revenue, its temporary and direct hire placements, lost productivity due to business closings both by clients and at the Company’s own operating locations, and the significant disruptive impacts to many other aspects of normal operations. These effects have continued to be felt across all businesses, with the most severe impacts being felt in the industrial and finance, accounting and office clerical (FAO) end markets within the professional segment.

Between April 29 and May 7, 2020, the Company was able to obtain CARES Act relief financing under the Paycheck Protection Program (“PPP Loans”) for each of its operating subsidiaries, in the aggregate amount of $19,927. These funds were the only source of financing available to our companies and businesses and have been and continue to be absolutely critical to our ability to maintain operations, including the employment of our temporary and fulltime employees, in order to produce and meet our foreseeable liquidity requirements in the midst of this continuing worldwide Coronavirus Pandemic.

On ~~March 31, 2017,~~April 19, 2021, the Company ~~and~~concluded its ~~subsidiaries, as borrowers, entered into~~public offering of 83,333 shares of common stock at a Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”), and certain investment funds managed by MGG Investment Group LP (“MGG”).

~~Under the terms~~public offering price of $0.60 per share. Gross proceeds of the ~~Credit Agreement,~~offering totaled $50,000, which after deducting the ~~Company may borrow up to $73,750,000 consisting~~underwriting discount, legal fees, and offering expenses, resulted in net proceeds of ~~a four-year term loan in~~$45,478. On April 27, 2021, the principal amount of $48,750,000 and revolving loans in a maximum amount up to the lesser of (i) $25,000,000 or (ii) an amount determined pursuant to a borrowing base that is calculated based on the outstanding amountunderwriters of the Company’s ~~eligible accounts receivable, as described~~April 19, 2021 public offering exercised in ~~the Credit Agreement. The loans under the Credit Agreement mature on March 31, 2021.~~

~~Amounts borrowed under the Credit Agreement may be used by~~full their 15% over–allotment option to purchase an additional 12,500 common shares (the “option shares”) of the Company ~~to repay existing indebtedness, to partially fund capital expenditures, to fund a portion~~at the public offering price of $0.60 per share. The Company closed the transaction on April 28, 2021 and received net proceeds from the sale of the ~~purchase price~~option shares of approximately $6,937, after deducting the applicable underwriting discount. ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the acquisition of all of the issued and outstanding stock of SNI Holdco Inc. pursuant to that certain Agreement and Plan of Merger dated March 31, 2017 (the “Merger Agreement”), to provide for on-going working capital needs and general corporate needs, and to fund future acquisitions subject to certain customary conditions of the lenders. On the closing date of the Credit Agreement, the Company borrowed $48,750,000 from term-loans and borrowed approximately $7,476,316 from the Revolving Credit Facility for a total of $56,226,316 which was used by the Company to repay existing indebtedness, to pay fees and expenses relating to the Credit Agreement, and to pay a portion of the purchase price for the acquisition of all of the outstanding stock of SNI Holdco Inc. pursuant to the Merger Agreement.

The loans under the Credit Agreement will bear interest at rates at the Company’s option of LIBOR rate plus 10% or PNC’s floating base rate plus 9%. The Term Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof. At September 30, 2017 the interest rate was approximately 13%.

The Credit Agreement is secured by all of the Company’s property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title or interests.

The Term Loans were advanced on April 3, 2017 and are, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under the Credit Agreement or termination of the Credit Agreement and provided that all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses shall be due and payable in full on March 31, 2021. Principal payments are required pursuant to the credit agreement, as amended, as follows: Fiscal year 2018 – $3,636,000, Fiscal year 2019 – $7,728,000, Fiscal year 2020 – $8,337,000 and Fiscal year 2021 - $28,440,000.

On ~~August 31, 2017,~~April 20, 2021, as the result of the completion of the public offering, the Company entered into a Consent to Extension of Waiver to Revolving Credit, Term Loan and Security Agreement (the “Waiver”). Under the terms of the Waiver, the Lenders and the Agents agreed to extend to October 3, 2017 the deadline by which the Borrowers must deliver to the Agents and the Lenders, (i) updated financial information and projections of the Loan Partiesrepaid $56,022 in form and substance satisfactory to the Agents and the Lenders to amend the financial covenant levels set forth in Section 6.5 to the Loan Agreement in a manner acceptable to the Agents and the Lenders in their sole discretion, and (ii) a fully executed amendment to the Loan Agreement that amends the financial covenant levels set forth in Section 6.5 of the Loan Agreement in a manner acceptable to the Agents and the Lenders and any other terms and conditions required by the Agents and the Lenders in their sole discretion. Additionally, the Borrowers paid a $73,500 consent fee to the Agents for the pro rata benefit of the Lenders, in connection with the Waiver.

~~In addition, on August 31, 2017, the Company received a waiver (“Additional Waiver”) made to the~~aggregate outstanding indebtedness under its existing Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, ~~(the “Credit Agreement”), by~~including accrued interest, using the net proceeds of its recent underwritten public offering and among the Company, the Loan Parties, Administrative Agent and the Term Loan Agent, pursuant to which the Administrative Agent agreed, and the Administrative Agent has been advised that the Term Loan Agent has agreed, that notwithstanding the terms of Section 6.17(d) of the Credit Agreement, the due date for the Borrowers to deliver to the Agents the Subordination Agreement (Dampier) (as defined in the Credit Agreement) and an amended Subordinated Note (Dampier) (as defined in the Credit Agreement), in each case duly executed by the Persons party thereto and in form and substance satisfactory to the Agents, shall be extendedavailable cash. The repaid debt was originally obtained from ~~August 31, 2017 to October 3, 2017.~~

On October 2, 2017, the Company, the other borrower entities and guarantor entities named therein (collectively, the “Loan Parties”), PNC Bank, National Association (“PNC”), and certain investment funds managedinvestors led by MGG Investment Group LP (“MGG”) ~~(collectively~~on April 21, 2017 and had a maturity date of June 30, 2023. The MGG debt was comprised of a revolving credit facility with a principal balance on the date of repayment of approximately $11,828, which was subject to an annual interest rate comprised of the greater of the London Interbank Offering Rate (“~~Lenders”~~LIBOR”) ~~entered into~~or 1%, plus a ~~First Amendment~~10% margin (approximately 11% per annum), and ~~Waiver (the “Amendment”~~a term loan with a principal balance on the date of repayment of approximately $43,735, which was subject to an annual interest rate of the greater of LIBOR or 1% plus a 10% margin. The term loan also had an annual payment-in-kind (“PIK”) interest rate of 5% in addition to its cash interest rate, which was being added to the ~~Revolving Credit, Term Loan~~term loan principal balance (cash and ~~Security Agreement dated as~~PIK interest rate combined of ~~March 31, 2017 (the “Credit Agreement”) by and among~~approximately 16% per annum). Accrued interest of approximately $459 was paid in connection with the ~~Loan Parties, and the Lenders.~~

principal repayments. The ~~Amendment,~~Company took one time charge of $4,004 which ~~was effective as of October 2, 2017, modified the required principal repayment schedule~~represents unamortized debt issue costs associated with respect to the Term Loans. The Amendment also modified the ability of the Loan Parties to repay or make other payments with respect to certain other loans that are subordinated in right of payment to the indebtedness under the Credit Agreement.

Pursuant to the Amendment the Lenders also waived any Event of Default arising out of the Loan Parties’ failure to deliver, on or before October 3, 2017, the materials satisfying the requirements of clauses (i) and (ii) of Section 5 of the Waiver to Revolving Credit, Term Loan and Security Agreement, dated as of August 14, 2017, as amended.

On ~~November~~May 14, ~~2017,~~2021, GEE Group, Inc. and its subsidiaries, Agile Resources, Inc., Access Data Consulting Corporation, BMCH, Inc., GEE Group Portfolio, Inc., Paladin Consulting, Inc., Scribe Solutions, Inc., SNI Companies, Inc., Triad Personnel Services, Inc., and Triad Logistics, Inc. entered a Loan, Security and Guaranty Agreement for a $20 million asset-based senior secured revolving credit facility with CIT Bank, N.A. (the “CIT Facility”). The CIT Facility is collateralized by 100% of the assets of the Company and its subsidiaries ~~as Borrowers, each subsidiary~~who are co-borrowers and/or guarantors. The CIT Facility matures on the fifth anniversary of the closing date (May 14, 2026). Concurrent with the May 14, 2021 closing of the CIT Facility, the Company borrowed $5,326 and utilized these funds to pay all remaining unpaid Exit and Restructuring Fees due to its former senior lenders in the amount of $4,978, with the remainder going to direct fees and costs associated with the CIT Facility.

Under the CIT Facility, advances will be subject to a borrowing base formula that will be computed based on 85% of eligible accounts receivable of the Company ~~listed as a “Guarantor” on the signature pages thereto (together with each other Person joined thereto as a guarantor from time to time, collectively, the “Guarantors”,~~ and each a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties” and each a “Loan Party”), certain lenders which now are or which thereafter become a party thereto that make Revolving Advances thereunder (together with their respective successors and assigns, collectively, the “Revolving Lenders” and each a “Revolving Lender”), the lenders which now are or which thereafter become a party thereto that made or acquire an interest in the Term Loans (together with their respective successors and assigns, collectively, the “Term Loan Lenders” and each a “Term Loan Lender”, and together with the Revolving Lenders, collectively, the “Lenders” and each a “Lender”), MGG Investment Group LP (“MGG”), as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (together with its successors and assigns, in such capacity, the “Collateral Agent”), and as term loan agent (together with its successors and assigns, in such capacity, the “Term Loan Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and, collectively, the “Agents”), entered into a second amendment (the “Second Amendment”) to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017 (the “Credit Agreement”).

Pursuant to the Second Amendment the Borrowers agreed, among other things, to use commercially reasonable efforts to prepay, or cause to be prepaid, $10,000,000 in principal amount of Advances (as defined in the Credit Agreement) outstanding, which amount shall be applied to prepay the Term Loans in accordance with the applicable terms of the Credit Agreement. Any prepayment to the term loan is contingent upon a future financing, non-operational cash flow or excess cash flowsubsidiaries as defined in the ~~agreement.~~CIT Facility, and subject to certain other criteria, conditions, and applicable reserves, including any additional eligibility requirements as determined by the administrative agent. The ~~Borrowers also agreed~~CIT Facility is subject to ~~amend (i)~~usual and customary covenants and events of default for credit facilities of this type. The interest rate, at the Company’s election, will be based on either the Base Rate, as defined, plus the applicable ~~minimum Fixed Charge Coverage Ratios required~~margin; or the London Interbank Offering Rate (“LIBOR” or any successor thereto) for the applicable interest period, subject to ~~be maintained by~~a 1% floor, plus the applicable margin. In addition to interest costs on advances outstanding, the CIT Facility will provide for an unused line fee ranging from 0.375% to 0.50% depending on the amount of undrawn credit, original issue discount and certain fees for diligence, implementation, and administration.

Management believes that the Company ~~as set forth in the Second Amendment, (ii) the minimum EBITDA required~~can generate adequate liquidity to be maintained by the Company, as set forth in the Second Amendment and (iii) the maximum senior leverage ratios required to be maintained by the Company, as set forth in the Second Amendment. The Borrowers agreed to pay to the Administrative Agentmeet its obligations for the ~~account~~foreseeable future or at least for the following twelve months assuming the negative economic effects of ~~the Revolving Lenders, an amendment fee of $364,140, in connection with their execution~~COVID-19 do not worsen, and delivery of the Second Amendment. Such fee is payable on the earlier of (a) June 30, 2018 and (b) the first date on which all of the Obligations (as defined in the Credit Agreement) are paid in full in cash and the Total Commitment (as defined in the Credit Agreement) of the Lenders is terminated.that economic recovery occurs.

The Company believes that its current cash on hand and the borrowing availability under the new PNC Credit Agreement will be adequate to fund its working capital needs and provide sufficient cash for the next twelve months from the date of this report.

On October 2, 2015, the Company issued and sold a Subordinated Note in the aggregate principal amount of $4,185,000 to JAX Legacy – Investment 1, LLC (“Jax”) pursuant to a Subscription Agreement dated October 2, 2015 between the Company and Jax. On April 3, 2017, the Company and Jax amended and restated the Subordinated Note in its entirety in the form of the 10% Convertible Subordinated Note (the “10% Note”) in the aggregate principal amount of $4,185,000. The 10% Note matures on October 3, 2021 (the “Maturity Date”). The 10% Note is convertible into shares of the Company’s Common Stock at a conversion price equal to $5.83 per share (subject to adjustment as provided in the 10% Note upon any stock dividend, stock combination or stock split or upon the consummation of certain fundamental transactions) (the “Conversion Price”). The 10% Note is subordinated in payment to the obligations of the Company to the lenders parties to the Credit Agreement, pursuant to a Subordination and Intercreditor Agreements, dated as of March 31, 2017 by and among the Company, the Borrowers, the Agent and Jax. The 10% Note issued to Jax is not registered under the Securities Act of 1933, as amended (the “Securities Act”). Jax is an accredited investor. The issuance of the 10% Note to Jax is exempt from the registration requirements of the Act in reliance on an exemption from registration provided by Section 4(2) of the Act.

On January 20, 2017, the Company entered into Addendum No. 1 (the “Addendum”) to the Paladin Agreement Pursuant to the terms of the Addendum, the Company and the Sellers agreed (a) that the conditions to the “Earnouts” (as defined in the Paladin Agreement) had been satisfied or waived and (b) that the amounts payable to the Sellers in connection with the Earnouts shall be amended and restructured as follows: (i) the Company shall pay $250,000 in cash to the Sellers on or prior to January 31, 2017 (the “Earnout Cash Payment”) and (ii) the Company shall issue to the Sellers a subordinated promissory note in the principal amount of $1,000,000 (the “Subordinated Note”), The Subordinated Note shall bear interest at the rate of 5.5% per annum. Interest on the Subordinated Note shall be payable monthly. The Subordinated Note shall have a term of three years and may be prepaid without penalty. The principal of and interest on the Subordinated Note may be paid, at the option of the Company, either in cash or in shares of common stock of the Company or in any combination of cash and common stock. The Sellers have agreed that all payments and obligations under the Subordinated Note shall be subordinate and junior in right of payment to any “Senior Indebtedness” (as defined in the Paladin Agreement) now or hereafter existing to “Senior Lenders” (current or future) (as defined in the Paladin Agreement). The Company has paid the $250,000 cash payment to the Sellers.

On April 3, 2017, the Company agreed to issue to certain SNIH Stockholders upon receipt of duly executed letters of transmittal as part of the Merger Consideration, an aggregate of approximately 5,926,000 shares of its Series B Convertible Preferred Stock as part of the Merger Consideration. The Series B Convertible Preferred Stock has a liquidation preference equal to $4.86 per share and ranks senior to all “Junior Securities” (including the Company’s Common Stock) with respect to any distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. In the event that the Company declares or pays a dividend or distribution on its Common Stock, whether such dividend or distribution is payable in cash, securities or other property, including the purchase or redemption by the Company or any of its subsidiaries of shares of Common Stock for cash, securities or property, the Company is required to simultaneously declare and pay a dividend on the Series B Convertible Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted basis assuming all Shares had been converted as of immediately prior to the record date of the applicable dividend or distribution. On April 3, 2017, the Company filed a Statement of Resolution Establishing its Series B Convertible Preferred Stock with the State of Illinois. (the “Resolution Establishing Series”). Except as set forth in the Resolution Establishing Series, the holders of the Series B Convertible Preferred Stock have no voting rights. Pursuant to the Resolution Establishing Series, without the prior written consent of holders of not less than a majority of the then total outstanding Shares of Series B Convertible Preferred Stock, voting separately as a single class, the Company shall not create, or authorize the creation of, any additional class or series of capital stock of the Company (or any security convertible into or exercisable for any class or series of capital stock of the Company) that ranks pari passu with or superior to the Series B Convertible Preferred Stock in relative rights, preferences or privileges (including with respect to dividends, liquidation or voting). Each share of Series B Convertible Preferred Stock is convertible at the option of the holder thereof into one share of Common Stock at an initial conversion price equal to $4.86 per share, each as subject to adjustment in the event of stock splits, stock combinations, capital reorganizations, reclassifications, consolidations, mergers or sales, as set forth in the Resolution Establishing Series.

None of the shares of Series B Preferred Stock issued to the SNIH Stockholders are registered under the Securities Act. Each of the SNIH Stockholders who received shares of Series B Preferred Stock is an accredited investor. The issuance of the shares of Series B Preferred Stock to such SNIH Stockholders is exempt from the registration requirements of the Act in reliance on an exemption from registration provided by Section 4(2) of the Act.

On April 3, 2017, the Company issued and paid to certain SNIH Stockholders as part of the Merger Consideration (see note 10) an aggregate of $12.5 million in aggregate principal amount of its 9.5% Notes. The 9.5% Notes mature on October 3, 2021 (the “Maturity Date”). The 9.5% Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to $5.83 per share. Interest on the 9.5% Notes accrues at the rate of 9.5% per annum and shall be paid quarterly in arrears on June 30, September 30, December 31 and March 31, beginning on June 30, 2017, on each conversion date with respect to the 9.5% Notes (as to that principal amount then being converted), and on the Maturity Date (each such date, an “Interest Payment Date”). At the option of the Company, interest may be paid on an Interest Payment Date either in cash or in shares of Common Stock of the Company, which Common Stock shall be valued based on the terms of the agreement, subject to certain limitations defined in the loan agreement. Each of the 9.5% Notes is subordinated in payment to the obligations of the Company to the lenders parties to the Credit Agreement, pursuant to those certain Subordination and Intercreditor Agreements, each dated as of March 31, 2017 by and among the Company, the other borrowers under the Credit Agreement, the Agent under the Credit Agreement and each of the holders of the 9.5% Notes.

In recent years, the Company has incurred significant losses and negative cash flows from operations. Management has implemented a strategy which included cost reduction efforts as well as identifying strategic acquisitions, financed primarily through the issuance of common stock, to improve the overall profitability and cash flows of the Company. Management believes with the availability under the Credit Agreement and its current cash, the Company will have sufficient liquidity for the next 12 months.

As of ~~December 31, 2017,~~June 30, 2021, there were no transactions, agreements or other contractual arrangements to which an unconsolidated entity was a party, under which the Company (a) had any direct or contingent obligation under a guarantee contract, derivative instrument or variable interest in the unconsolidated entity, or (b) had a retained or contingent interest in assets transferred to the unconsolidated entity.

As of ~~December 31, 2017,~~June 30, 2021, the Company's management evaluated, with the participation of its principal executive officer and its principal financial officer, the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange ~~Act"~~Act”). Based on that evaluation, the Company's principal executive officer and its principal financial officer concluded that the Company's disclosure controls and procedures were effective as of ~~December 31, 2017.~~June 30, 2021.

There were no changes in the Company's internal control over financial reporting or in any other factors that could significantly affect these controls, during the Company's ~~first quarter~~nine-month period ended ~~December 31, 2017,~~June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The full extent of the impact of COVID-19 on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict. In evaluating us and our common stock, in addition to the risk factor below, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, as well as the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (“2020 Form 10-K”) and filed with the SEC on December 29, 2020. Any of the risks discussed in this Quarterly Report on Form 10-Q or any of the risks disclosed in Item 1A. of Part I of our 2020 Form 10-K, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition.

Our business, results of operations, and financial condition have been and may continue to be adversely impacted in material respects by the coronavirus pandemic, and future adverse impacts could be material and difficult to predict.

Our business, results of operations, and financial condition have been, and may continue to be, adversely impacted in material respects by COVID-19 and by related government actions (including declared states of emergency and quarantine, “shelter in place” orders, or similar orders), non-governmental organization recommendations, and public perceptions, all of which have led and may continue to lead to disruption in global economic and labor markets. These effects have had a significant impact on our business, including reduced demand for our services and workforce solutions, early terminations or reductions in projects, and hiring freezes, and a shift of a majority of our workforce to remote operations, all of which have contributed to a decline in revenues and other significant adverse impacts on our financial results. Other potential impacts of COVID-19 may include continued or expanded closures or reductions of operations with respect to our client partners’ operations or facilities, the possibility our client partners will not be able to pay for our services or workforce solutions, or that they will attempt to defer payments owed to us, either of which could materially impact our liquidity, the possibility that the uncertain nature of the pandemic may not yield the increase in certain of our workforce solutions that we have historically observed during periods of economic downturn, and the possibility that various government-sponsored programs to provide economic relief may be inadequate. Further, we may continue to experience adverse financial impacts, some of which may be material, if we cannot offset revenue declines with cost savings through expense-related initiatives, human capital management initiatives, or otherwise. As a result of these observed and potential developments, we expect our business, results of operations, and financial condition to continue to be negatively affected.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☒	Smaller reporting company	x☒
		Emerging Growth Company	¨☐

Item 1.	Financial Statements (unaudited)		4
	Condensed Consolidated Balance Sheets ~~at December 31, 2017 and September 30, 2017~~		4
	Condensed Consolidated Statements of Operations ~~for the three months ended December 31, 2017 and December 31, 2016~~		5
	Condensed Consolidated Statements of Shareholders’ Equity ~~for the three months ended December 31, 2017 and year ended September 30, 2017~~		6
	Condensed Consolidated Statements of Cash Flows ~~for the three months ended December 31, 2017 and December 31, 2016~~		7
	Notes to Condensed Consolidated Financial Statements	~~8-25~~	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33	35
Item 4.	Controls and Procedures	33	35

			December 31,			September 30,
			2017			2017

ASSETS
	CURRENT ASSETS:
		Cash	$	3,480		$	2,785
		Accounts receivable, less allowances (December - $1,659 and September - $1,712)		22,669			23,178
		Other current assets		1,399			3,014
		Total current assets		27,548			28,977
		Property and equipment, net		945			914
		Other long-term assets		282			282
		Goodwill		76,593			76,593
		Intangible assets, net		33,653			35,049
	TOTAL ASSETS		$	139,021		$	141,815
LIABILITIES AND SHAREHOLDERS' EQUITY
	CURRENT LIABILITIES:
		Revolving credit facility	$	10,000		$	7,904
		Acquisition deposit for working capital guarantee		1,500			1,500
		Accrued interest		1,995			2,175
		Accounts payable		2,073			3,243
		Accrued compensation		6,127			7,394
		Other current liabilities		223			515
		Short-term portion of subordinated debt		1,013			1,225
		Short-term portion of term-note, net of discount		3,987			3,433
		Total current liabilities		26,918			27,389
		Deferred rent		120			334
		Deferred taxes		930			958
		Term-loan, net of debt discounts		40,844			42,018
		Subordinated debt		1,000			1,000
		Subordinated convertible debt		16,685			16,685
		Other long-term liabilities		31			35
		Total long-term liabilities		59,610			61,030

		Commitments and contingencies

MEZZANINE EQUITY
	Preferred stock; no par value; authorized - 20,000 shares; issued and outstanding - 5,926
		Preferred series A stock - 160 authorized; issued and outstanding - none		-			-
		Preferred series B stock - 5,950 authorized; issued and outstanding - 5,926
		Liquidation value of the preferred series B stock is approximately $28,800		29,333			29,333
SHAREHOLDERS' EQUITY
	Common stock, no-par value; authorized - 200,000 shares; issued and outstanding - 10,015
		shares at December 31, 2017 and 9,879 shares at September 30, 2017, respectively		-			-
	Additional paid in capital			40,405			39,517
	Accumulated deficit			(17,245	)		(15,454	)
		Total shareholders' equity		23,160			24,063
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	139,021		$	141,815

	June 30, 2021			September 30, 2020
ASSETS
CURRENT ASSETS:
Cash	$	7,359		$	14,074
Accounts receivable, less allowances ($310 and $2,072, respectively)		20,344			16,047
Prepaid expenses and other current assets		813			1,393
Total current assets		28,516			31,514
Property and equipment, net		777			906
Goodwill		63,443			63,443
Intangible assets, net		15,769			18,843
Right-of-use assets		3,609			4,623
Other long-term assets		1,144			684
TOTAL ASSETS	$	113,258		$	120,013

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,817		$	2,051
Accrued compensation		5,337			5,506
Current Paycheck Protection Program Loans		10,966			2,243
Current operating lease liabilities		1,580			1,615
Other current liabilities		3,706			6,748
Total current liabilities		23,406			18,163
Deferred taxes		199			430
Paycheck Protection Program loans and accrued interest		6,953			17,779
Revolving credit facility		16			11,828
Term loan, net of discount		0			37,752
Noncurrent operating lease liabilities		2,867			3,927
Other long-term liabilities		2,176			2,756
Total long-term liabilities		12,211			74,472

Commitments and contingencies

MEZZANINE EQUITY
Preferred stock; no par value; authorized - 20,000 shares, designated 160 shares of Series A, 5,950 shares of Series B, 3,000 shares of Series C, none issued		0			0
Total mezzanine equity		0			0

SHAREHOLDERS' EQUITY
Common stock, no-par value; authorized - 200,000 shares; issued and outstanding - 114,100 shares at June 30, 2021 and 17,667 at September 30, 2020		0			0
Additional paid in capital		111,281			58,031
Accumulated deficit		(33,640	)		(30,653	)
Total shareholders' equity		77,641			27,378
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	113,258		$	120,013

Item 1.	Legal Proceedings	34	36
Item 1A.	Risk Factors	34	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34	36
Item 3.	Defaults Upon Senior Securities	34	36
Item 4.	Mine Safety Disclosures	34	36
Item 5.	Other Information	34	36
Item 6.	Exhibits	35	37
	Signatures	36	38

	Three Months Ended December 31,
	2017			2016

NET REVENUES:
Contract staffing services	$	39,461		$	19,856
Direct hire placement services		5,771			1,150
NET REVENUES		45,232			21,006

Cost of contract services		29,458			15,563
GROSS PROFIT		15,774			5,443

Selling, general and administrative expenses		12,766			4,495
Acquisition, integration and restructuring expenses		40			23
Depreciation expense		97			79
Amortization of intangible assets		1,396			369
INCOME FROM OPERATIONS		1,475			477
Interest expense		(3,294	)		(360	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION		(1,819	)		117
Provision for income tax		28			(66	)
NET INCOME (LOSS)	$	(1,791	)	$	51
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,791	)	$	51

BASIC INCOME (LOSS) PER SHARE	$	(0.18	)	$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES - BASIC		9,905			9,379
DILUTED INCOME (LOSS) PER SHARE	$	(0.18	)	$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES - DILUTED		9,905			9,925

								Total
	Common Stock		Additional Paid		Accumulated			Shareholders'
	Shares		In Capital		Deficit			Equity

Balance, September 30, 2016		9,379	$	37,615	$	(13,082	)	$	24,533

Amortization of stock option expense		-		902		-			902

Exercise of stock warrants		500		1,000		-			1,000

Net loss		-		-		(2,372	)		(2,372	)

Balance, September 30, 2017		9,879		39,517		(15,454	)		24,063

Amortization of stock option expense		-		293		-			293

Issuance of stock for interest		136		595		-			595

Net loss		-		-		(1,791	)		(1,791	)

Balance, December 31, 2017		10,015	$	40,405	$	(17,245	)	$	23,160

	Common		Additional					Total
	Stock		Paid		Accumulated			Shareholders'
	Shares		In Capital		Deficit			Equity
Balance, September 30, 2020		17,667	$	58,031	$	(30,653	)	$	27,378
Share-based compensation		-		311		0			311
Net loss		-		0		(315	)		(315	)

Balance, December 31, 2020		17,667	$	58,342	$	(30,968	)	$	27,374
Share-based compensation		-		293		0			293
Net loss		-		0		(1,735	)		(1,735	)

Balance, March 31, 2021		17,667	$	58,635	$	(32,703	)	$	25,932
Issuance of stock for restricted stock		600		-		-			-
Share-based compensation		-		231		-			231
Sale of common stock in public offering		95,833		52,415		0			52,415
Net loss		-		-		(937	)		(937	)

Balance, June 30, 2021		114,100	$	111,281	$	(33,640	)	$	77,641

	Useful Lives	December 31, 2017			September 30, 2017
(In thousands)

Computer software	5 years	$	1,447		$	1,447
Office equipment, furniture and fixtures and leasehold improvements	2 to 10 years		3,371			3,243
Total property and equipment, at cost			4,818			4,690
Accumulated depreciation and amortization			(3,873	)		(3,776	)
Property and equipment, net		$	945		$	914

Goodwill as of September 30, 2016	$	18,590
Acquisition of SNI Companies		58,003
Goodwill as of September 30, 2017	$	76,593
Goodwill as of December 31, 2017	$	76,593

(In Thousands)	Cost		Accumulated Amortization		Net Book Value

Customer Relationships	$	29,070	$	5,314	$	23,756
Trade Name		8,329		1,473		6,856
Non-Compete Agreements		4,331		1,290		3,041
	$	41,730	$	8,077	$	33,653

	2021		2020
Cash paid for operating lease liabilities	$	1,425		1,431
Right-of-use assets obtained in exchange for new operating lease liabilities	$	0		471

	June 30, 2021
Weighted average remaining lease term for operating leases		2.3
Weighted average discount rate for operating leases		6.0	%


Remainder of Fiscal 2021	$	453
Fiscal 2022		1,735
Fiscal 2023		1,208
Fiscal 2024		918
Fiscal 2025		443
Thereafter		108
Less: Imputed interest		(418	)
Present value of operating lease liabilities (a)	$	4,447

	June 30, 2021						September 30, 2020
	Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value
Customer relationships	$	29,070	$	15,185	$	13,885	$	29,070	$	13,188	$	15,882
Trade names		8,329		6,445		1,884		8,329		5,379		2,950
Non-Compete agreements		4,331		4,331		0		4,331		4,320		11
Total	$	41,730	$	25,961	$	15,769	$	41,730	$	22,887	$	18,843

Estimated Amortization Expense
Remaining Fiscal 2021	$	1,014
Fiscal 2022		3,469
Fiscal 2023		2,879
Fiscal 2024		2,879
Fiscal 2025		2,741
Thereafter		2,787
	$	15,769

	June 30, 2021		September 30, 2020

Term loan	$	0	$	42,646
Unamortized debt discount		0		(4,894	)
Term loan, net of discount		0		37,752
Short term portion of term loan, net of discounts		0		0
Long term portion of term loan, net of discounts	$	0	$	37,752

Balance of:	December 31, 2017			September 30, 2017
(In thousands)
Term loan	$	47,328		$	48,141
Unamortized debt discount		(2,497	)		(2,690	)
		44,831			45,451
Short term portion of term loan		(3,987	)		(3,433	)
Term loan	$	40,844		$	42,018

	Number of Shares			Weighted Average Fair Value ($)
Non-vested restricted stock outstanding as of September 30, 2020		1,450			1.32
Granted		-			-
Issued		-			-
Non-vested restricted stock outstanding as of December 31, 2020		1,450			1.32
Granted		-			-
Issued		-			-
Non-vested restricted stock outstanding as of March 31, 2021		1,450			1.32
Granted		-			-
Vested		(600	)		2.21
Non-vested restricted stock outstanding as of June 30, 2021		850			0.70

	Number of Shares		Weighted Average Exercise Price Per Share ($)		Weighted Average Remaining Contractual Life		Total Intrinsic Value of Warrants ($)
Warrants outstanding as of September 30, 2020		77		2.00		4.50		0
Granted		-		-		-		-
Expired		-		-		-		-
Warrants outstanding as of December 31, 2020		77		2.00		4.25		0
Granted		-		-		-		-
Expired		-		-		-		-
Warrants outstanding as of March 31, 2021		77		2.00		4.01		0
Granted		-		-		-		-
Expired		-		-		-		-
Warrants outstanding as of June 30, 2021		77		2.00		3.76		0

Warrants exercisable as of September 30, 2020		77		2.00		4.50		0
Warrants exercisable as of June 30, 2021		77		2.00		3.76		0

Balance as of:	December 31, 2017			September 30, 2017
(In thousands)
JAX Legacy debt	$	4,185		$	4,185
Access Data debt		1,013			1,225
Paladin debt		1,000			1,000
9.5% convertible debt		12,500			12,500

Total subordinated debt, convertible and non-convertible		18,698			18,910

Short-term portion of subordinated debt, convertible and non-convertible		(1,013	)		(1,225	)

Long-term portion of subordinated debt, convertible and non-convertible	$	17,685		$	17,685

(Number of Warrants in Thousands)	Number of Shares		Exercise Price		Expiration
Outstanding at September 30, 2017		497	$	3.84
Warrants exercised		-		-
Warrants granted		-		-
Outstanding at December 31, 2017		497	$	3.84

Pro Forma, unaudited	Three Months Ended December 31, 2016

Net sales	$	48,601
Cost of sales	$	31,324
Operating expenses	$	15,693
Net loss	$	(364	)
Basic income per common share	$	0.04
Dilutive income per common share	$	0.04

	Nine Months
	Ended June 30,
(in thousands)	2021		2020		Change			Change
Professional contract services	$	81,923	$	73,810	$	8,113			11	%
Industrial contract services		12,927		13,025		(98	)		-1	%
Total professional and industrial contract services		94,850		86,835		8,015			9	%

Direct hire placement services		12,579		11,996		583			5	%
Consolidated net revenues	$	107,429	$	98,831	$	8,598			9	%

	For the three months ended December 31, 2017			For the three months ended December 31, 2016
Cash flows used in operating activities	$	(249	)	$	(696	)
Cash flows used in investing activities	$	(128	)	$	(67	)
Cash flows provided by financing activities	$	1,072		$	428

No.		Description of Exhibit ~~No.~~
10.01		~~Description~~Amendment No. 1 to the Executive Employment Agreement, dated as of ~~Exhibit~~August 16, 2016, by and between GEE Group Inc., and Derek E. Dewan, executed August 13, 2021.
10.02		Amendment No. 2 to the Executive Employment Agreement, dated as of February 13, 2019, by and between GEE Group Inc., and Kim Thorpe, executed August 13, 2021.
~~31.01~~31.01*		Certifications of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

~~31.02~~31.02*		Certifications of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

~~32.01~~32.01**		Certifications of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act and Section 1350 of Title 18 of the United States Code.

~~32.02~~32.02**		Certifications of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act and Section 1350 of Title 18 of the United States Code.

101.INS		Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*		Filed herewith
**		Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

	GEE GROUP INC.
	(Registrant)

Date: ~~February 14, 2018~~August 16, 2021	By:	/s/ Derek Dewan
		Derek Dewan
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ ~~Andrew J. Norstrud~~Kim Thorpe
		~~Andrew J. Norstrud~~Kim Thorpe
		Chief Financial Officer (Principal Financial and Accounting Officer)
		~~Chief Financial Officer~~ ~~(Principal Financial and Accounting Officer)~~