Attached files
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EX-99.4 - ADDITIONAL EXHIBITS - HireQuest, Inc. | exh994pressrelease.htm |
EX-99.3 - ADDITIONAL EXHIBITS - HireQuest, Inc. | exh993-proformafor8klink.htm |
EX-99.2 - ADDITIONAL EXHIBITS - HireQuest, Inc. | exh992-linksept2020financ.htm |
EX-99.1 - ADDITIONAL EXHIBITS - HireQuest, Inc. | exh991audit.htm |
EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - HireQuest, Inc. | exh231consent.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 22,
2021
HIREQUEST,
INC.
(Exact
name of registrant as specified in its Charter)
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Delaware
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000-53088
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91-2079472
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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111
Springhall Drive, Goose Creek, SC
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29445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(843)
723-7400
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions
(see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each
Class
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Trading
Symbol(s)
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Name of Each
Exchange on Which Registered
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Common Stock,
$0.001 par value
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HQI
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The NASDAQ Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item
2.01 Completion of Acquisition or Disposition of
Assets.
On March 22, 2021,
HQ Link Corporation (“HQ Link”), a wholly-owned
subsidiary of HireQuest, Inc. (the “Company”) completed
its acquisition of certain assets (the “Transaction”)
of Link Staffing Services Corporation, Franlink, Inc., and
Stafflink, Inc. (collectively, the “Sellers”) in
accordance with the terms of the Asset Purchase Agreement (the
“Purchase Agreement”) dated February 12, 2021 by and
between HQ Link and Sellers. The aggregate consideration paid by HQ
Link was $11.1 million cash. The assets acquired included the
Sellers' franchise relationships and agreements, customer lists and
agreements, and other items set forth in the Purchase
Agreement.
The description of
the Transaction does not purport to be complete and is subject to,
and qualified in its entirety by reference to the full text of the
Purchase Agreement which was filed as Exhibit 2.1 to the
Company’s Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on February 16, 2021 and which is
incorporated herein by reference.
Item
8.01 Other Events.
On March 23, 2021,
the Company issued a press release announcing the closing of the
Transaction, a copy of which is furnished as Exhibit 99.4 to this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business
Acquired
The audited
consolidated financial statements of Sellers as of and for the
years ended December 29, 2019 and December 30, 2018, and the
related notes thereto, are filed as Exhibit 99.1 to this Form 8-K
and are incorporated in their entirety into this item by reference.
The unaudited consolidated balance sheets at September 27, 2020 and
December 29, 2019, the unaudited consolidated statement of
operations for the quarter and three quarters ended September 27,
2020 and September 29, 2019, and the unaudited consolidated
statement of cash flows for the quarter ended September 27, 2020,
and September 29, 2019, and the related notes thereto, of Sellers
are filed as Exhibit 99.2 to this Form 8-K and are incorporated in
their entirety into this item by reference.
(b)
Pro Forma Financial
Information
The unaudited pro
forma condensed combined financial statements, which include the
unaudited pro forma condensed combined balance sheet as of
September 30, 2020 and the unaudited pro forma condensed combined
statements of operations for the quarter ended September 30, 2020,
the three quarters ended September 30, 2020, and the year ended
December 31, 2019, and the related notes thereto, are filed as
Exhibit 99.3 to this Form 8-K and are incorporated in their
entirety into this item by reference.
The unaudited pro
forma condensed combined financial statements were derived from the
Company's and the Sellers' separate historical consolidated
financial statements. These pro forma financial statements may not
necessarily reflect what the Company's results of operations and
financial position would have been had the Transaction occurred
during the periods presented in the pro forma financial statements,
or what the Company's results of operations and financial position
will be in the future.
(c)
Not Applicable
(d)
Exhibits
99.1
Audited consolidated financial statements
of Sellers as of and for the years ended December 29, 2019 and
December 30, 2018, and the related notes thereto.
99.2
Unaudited
consolidated balance sheets at September 27, 2020 and December 29,
2019, the unaudited consolidated statement of operations for the
quarter and three quarters ended September 27, 2020 and September
29, 2019, and the unaudited consolidated statement of cash flows
for the quarter ended September 27, 2020, and September 29, 2019,
and the related notes thereto, of
Sellers.
99.3
Unaudited pro forma condensed
combined financial statements, which include the unaudited pro
forma condensed combined balance sheet as of September 30, 2020 and
the unaudited pro forma condensed combined statements of operations
for the quarter ended September 30, 2020, the three quarters ended
September 30, 2020, and the year ended December 31, 2019, and the
related notes thereto.
Cautionary Note Regarding
Forward Looking Statements.
This
Current Report on Form 8-K, the exhibits attached hereto and
incorporated herein by reference, and the press release furnished
as Exhibit 99.4 contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including statements regarding the acquisition of certain assets of
Sellers and Snelling Staffing and the expected benefits from such
transactions including increased earnings and revenue, growth, and
the effects of expanded scale. All statements other than statements
of historical facts contained herein, including the statements
identified in the preceding sentences and other statements
regarding our future financial position and results of operations,
liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements.
The words “expect,” “expectation,”
“intend,” “anticipate,” “will,”
“believe,” “may,” “estimate,”
“continue,” “should,” “plan,”
“could,” “target,” “potential,”
“is likely,” and similar expressions as they relate to
the Company, Sellers, or Snelling Staffing, are intended to
identify forward-looking statements. We have based these
forward-looking statements largely on management’s
expectations and projections regarding future events, negotiations,
and financial trends that we believe may affect our financial
condition, operating performance, business strategy, and financial
needs. These forward-looking statements involve a number of risks
and uncertainties.
Important
factors that could cause actual results to differ materially from
these forward-looking statements include: the possibility that the
anticipated benefits of the asset acquisitions will not be realized
or will not be realized within the expected time period; the risk
that Sellers' or Snelling Staffing’s business may not be
integrated successfully; the risk that disruption from the
acquisitions may make it more difficult to maintain existing
business and operational relationships; and several other
factors.
Further
information on risks we face is detailed in our filings with the
Securities and Exchange Commission, including our Form 10-K for the
fiscal year ended December 31, 2019, our quarterly reports on Form
10-Q filed since that date, and our current reports on Form 8-K
filed with the SEC on February 1, February 16, and March 2,
2021, and will be contained in our SEC filings in connection with
this acquisition and the Snelling acquisition. Any forward-looking
statement made by us herein speaks only as of the date on which it
is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us
to predict all of them. The Company undertakes no obligations to
publicly update any forward-looking statements, whether as a result
of new information, future developments or otherwise, except as may
otherwise be required by law.
SIGNATURES
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, hereunto duly authorized.
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HIREQUEST,
INC.
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(Registrant)
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Date: March 23,
2021
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/s/ John McAnnar
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John
McAnnar
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Chief Legal
Officer
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