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Overview and Summary of Significant Accounting Policies (Policies) | 9 Months Ended
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Sep. 30, 2021
Overview and Summary of Significant Accounting Policies |
Nature of Business | HireQuest, Inc. (together with its subsidiaries, “HQI,” the “Company,” “we,” us,” or “our”) is a nationwide franchisor of offices providing on-demand labor solutions in the light industrial and blue-collar segments of the staffing industry and traditional commercial staffing. Our franchisees provide various types of temporary personnel through two business models operating under the trade names “HireQuest Direct,” “HireQuest,” “Snelling,” “LINK Staffing,” and “DriverQuest.” HireQuest Direct specializes primarily in unskilled and semi-skilled industrial and construction personnel. HireQuest, Snelling, and Link specialize primarily in skilled and semi-skilled industrial personnel, clerical and administrative personnel, and permanent placement services. DriverQuest specializes in commercial drivers serving a variety of industries and applications. On March 1, 2021, we completed our acquisition of Snelling Staffing and affiliates (“Snelling”). We acquired substantially all of the operating assets and assumed certain liabilities of Snelling for a purchase price of approximately $17.9 million. On March 22, 2021, we completed our asset acquisition of Link Staffing and affiliates (“Link”) in which we acquired all of the franchise relationships and certain other assets of Link for a purchase price of approximately $11.2 million. For additional information related to these transactions, see Note 2 - Acquisitions. As of September 30, 2021 we had 213 franchisee-owned offices in 36 states and the District of Columbia. We are the employer of record to approximately 80,000 employees annually, who in turn provide services to thousands of clients in various industries including construction, recycling, warehousing, logistics, auctioneering, manufacturing, hospitality, landscaping, and retail. We provide staffing, marketing, working capital funding, software, and administrative services to our franchisees.
Basis of Presentation | We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report filed on Form 10-K for the year ended December 31, 2020. Results for the interim periods presented are not necessarily indicative of the results expected for the full year or for any other period.
Consolidation | The consolidated financial statements include the accounts of HQI and all of its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. U.S. GAAP requires the primary beneficiary of a variable interest entity (“VIE”) to consolidate that entity. To be the primary beneficiary of a VIE, an entity must have both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the beneficiary. We provide acquisition financing to some of our franchisees that could result in our having to absorb losses. This results in some franchisees being considered VIEs. We have reviewed our relationship with each of these franchisees and determined that we are not the primary beneficiary of any of these entities. Accordingly, we have not consolidated these entities.
COVID-19 Pandemic | In December 2019, a novel strain of coronavirus disease ("COVID-19") was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The extent of COVID-19's ultimate effect on our operational and financial performance and the collectability of our notes receivable will depend on future developments, including the duration, spread, and intensity of the pandemic, all of which are uncertain and difficult to predict. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, the pandemic has so far had a material adverse effect on our business and results of operations. If the pandemic continues to be a severe worldwide health crisis, it could continue to have a material adverse effect on our future business, results of operations, financial condition, and cash flows.
Use of Estimates | The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results could differ from those estimates. Significant estimates and assumptions underlie our workers’ compensation claim liabilities, our workers’ compensation risk management incentive program accrual, our deferred taxes, the reserve for losses on notes receivable, and the estimated fair value of assets acquired and liabilities assumed.
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable consist of amounts due for labor services from customers of franchisees and of accounts receivable originating at company-owned locations. At September 30, 2021 and at December 31, 2020, all of our net accounts receivable were due from customers of franchisees. We own the accounts receivable from labor services provided by our franchisees until they age beyond a date agreed upon with each respective franchisee between 42 and 84 days. When accounts receivable age beyond the agreed-upon date, they are charged back to our franchisees. Accordingly, we do not record an allowance for doubtful accounts on these accounts receivable.
Revenue Recognition | Our primary source of revenue comes from royalty fees based on the operation of our franchised offices. Royalty fees from our HireQuest Direct business model are based on a percentage of sales for services our franchisees provide to customers, which ranges from 6% to 8%. Royalty fees from our HireQuest business line, including HireQuest franchisees, DriverQuest franchisees, and Snelling and Link franchisees who executed new franchise agreements upon closing, are 4.5% of the payroll we fund plus 18% of the gross margin for the territory. Royalty fees from the Snelling and Link franchise agreements assumed and not renegotiated at closing range from 5.0% to 8.0% of sales for services our franchisees provide to customers. In addition to royalty fees, we also charge a license fee to some locations that utilize our intellectual property that are not franchisees. License fees are 9% of the gross margin for the location. Our franchisees are responsible for taking customer orders, providing customers with services, establishing the prices charged for services, and controlling other aspects related to providing service to customers prior to the service being transferred to the customer, such as determining which temporary employees to dispatch to the customer and establishing pay rates for the temporary employees. Accordingly, we present revenue on a net basis as agent as opposed to a gross basis as principal. We recognize revenue when we satisfy our performance obligations. Our performance obligations take the form of a franchise license and promised services. Promised services consist primarily of paying temporary employees, completing all statutory payroll related obligations, and providing workers' compensation insurance on behalf of temporary employees. Because these performance obligations are interrelated, we do not consider them to be individually distinct and therefore account for them as a single performance obligation. Because our franchisees receive and consume the benefits of our services simultaneously, our performance obligations are satisfied when our services are provided. Franchise royalties are billed on a weekly basis. We also offer various incentive programs for franchisees including royalty incentives, royalty credits, and other support initiatives. These incentives and credits are provided to encourage new office development and organic growth, and to limit workers' compensation exposure. We present franchise royalty fees net of these incentives and credits. Below are summaries of our franchise royalties disaggregated by business model:
|  | Three months ended |  |  | Nine months ended |
|  | September 30, 2021 |  |  | September 30, 2020 |  |  | September 30, 2021 |  |  | September 30, 2020 |
HireQuest Direct |  | $ | 4,045,150 |  |  | $ | 3,023,166 |  |  | $ | 9,957,275 |  |  | $ | 9,053,150 |
HireQuest |  |  | 2,494,975 |  |  |  | 195,440 |  |  |  | 5,292,392 |  |  |  | 509,985 |
Total |  | $ | 6,540,125 |  |  | $ | 3,218,606 |  |  | $ | 15,249,667 |  |  | $ | 9,563,135 |
Service revenue, which forms the other component of our total revenue, consists of interest we charge our franchisees on overdue customer accounts receivable, trademark license fees, and other fees for optional services we provide. We recognize interest income based on the effective interest rate applied to the outstanding principal balance of overdue accounts. We recognize revenue from trademark license fees as we earn them. We recognize revenue from optional services as we provide them.
Notes Receivable | Notes receivable consist primarily of amounts due to us related to the financing of franchised locations. We report notes receivable at the principal balance outstanding less an allowance for losses. We charge interest at a fixed rate and interest income is calculated by applying the effective rate to the outstanding principal balance. Notes receivable are generally secured by the assets of each location and the ownership interests in the franchise. We monitor the financial condition of our debtors and record provisions for estimated losses when we believe it is probable that our debtors will be unable to make their required payments. We evaluate the potential impairment of notes receivable based on various analyses, including estimated discounted future cash flows, at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When a note receivable is deemed impaired, we discontinue accruing interest and only recognize interest income when payment is received. Our allowance for losses on notes receivable was approximately $1.9 million and $1.6 million at September 30, 2021 and December 31, 2020, respectively.
Intangible Assets | Intangible assets acquired or internally developed are measured at cost. The costs of acquired intangible assets consist of their purchase price. Subsequent costs are capitalized only if it is probable that they will increase the future economic benefits associated with the specific asset. All other costs are expensed as incurred. The costs of internally developed intangibles consist of fees paid to third parties for development services and payroll costs for employees' time spent on development incurred during the application development stage. Costs originating during the preliminary project stage and post-implementation state are expensed as incurred. Intangible assets are reviewed for impairment at least annually and/or whenever events and circumstances arise that indicate impairment may exist. Intangible assets are amortized using the straight-line method over their estimated useful lives. The table below reflects information related to our finite-lived intangible assets. For additional information related to significant additions to intangible assets, see Note 2 - Acquisitions.
|  |  |  | September 30, 2021 |  |  | December 31, 2020 |
|  | Estimated useful life |  | Gross |  |  | Accumulated amortization |  |  | Net |  |  | Gross |  |  | Accumulated amortization |  |  | Net |
Finite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Franchise agreements |  | 15 years |  | $ | 19,916,453 |  |  | $ | (736,923 | ) |  | $ | 19,179,530 |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Internally developed software |  | 3 to 10 years |  |  | 780,524 |  |  |  | - |  |  |  | 780,524 |  |  |  | 342,697 |  |  |  | - |  |  |  | 342,697 |
Total finite-lived intangible assets |  |  |  | $ | 20,696,977 |  |  | $ | (736,923 | ) |  | $ | 19,960,054 |  |  | $ | 342,697 |  |  | $ | - |  |  | $ | 342,697 |
Earnings per Share | We calculate basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. We do not include the impact of any potentially dilutive common stock equivalents in our basic earnings (loss) per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in our earnings through the conversion of common shares issuable via outstanding stock options and unvested restricted shares, except where their inclusion would be anti-dilutive. Outstanding common stock equivalents at September 30, 2021 and September 30, 2020 totaled approximately 229,000 and 17,000, respectively. We use the treasury stock method to calculate the diluted common shares outstanding which were as follows:
|  | Three months ended |  |  | Nine months ended |
|  | September 30, 2021 |  |  | September 30, 2020 |  |  | September 30, 2021 |  |  | September 30, 2020 |
Weighted average number of common shares used in basic net income per common share |  |  | 13,482,303 |  |  |  | 13,573,086 |  |  |  | 13,461,252 |  |  |  | 13,551,507 |
Dilutive effects of unvested restricted stock and stock options |  |  | 139,635 |  |  |  | 1,777 |  |  |  | 126,333 |  |  |  | 2,112 |
Weighted average number of common shares used in diluted net income per common share |  |  | 13,621,938 |  |  |  | 13,574,863 |  |  |  | 13,587,585 |  |  |  | 13,553,619 |
Fair Value Measures | Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. Our policy on fair value measures requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The policy prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of cash, accounts receivable, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the net book value and balances are reviewed for impairment at least annually. The fair value of the term loan payable approximates its carrying value. --The fair value of impaired notes receivable are determined based on estimated future payments discounted back to present value using the notes effective interest rate.
|  | September 30, 2021 |
Description |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Cash |  | $ | 4,789,400 |  |  | $ | 4,789,400 |  |  | $ | - |  |  | $ | - |
Notes receivable |  |  | 4,172,481 |  |  |  | - |  |  |  | 4,172,481 |  |  |  | - |
Accounts receivable |  |  | 38,433,760 |  |  |  | - |  |  |  | 38,433,760 |  |  |  | - |
Notes receivable - impaired |  |  | 139,594 |  |  |  | - |  |  |  |  |  |  |  | 139,594 |
Total assets at fair value |  | $ | 47,535,235 |  |  | $ | 4,789,400 |  |  | $ | 42,606,241 |  |  | $ | 139,594 |
Term loan payable |  | $ | 3,118,461 |  |  | $ | - |  |  | $ | 3,118,461 |  |  | $ | - |
Total liabilities at fair value |  | $ | 3,118,461 |  |  | $ | - |  |  | $ | 3,118,461 |  |  | $ | - |
|  | December 31, 2020
Description |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Cash |  | $ | 13,667,434 |  |  | $ | 13,667,434 |  |  | $ | - |  |  | $ | - |
Notes receivable |  |  | 7,618,191 |  |  |  | - |  |  |  | 7,618,191 |  |  |  | - |
Accounts receivable |  |  | 21,344,499 |  |  |  | - |  |  |  | 21,344,499 |  |  |  | - |
Notes receivable - impaired |  |  | 447,034 |  |  |  | - |  |  |  |  |  |  |  | 447,034 |
Total assets at fair value |  | $ | 43,077,158 |  |  | $ | 13,667,434 |  |  | $ | 28,962,690 |  |  | $ | 447,034 |
For additional information related to our impaired notes receivable, see Note 10 - Notes Receivable.
Recently Issued Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today's “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. This guidance is effective for annual periods beginning after December 15, 2022, and interim periods therein. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. We do not expect other accounting standards that the FASB or other standards-setting bodies have issued to have a material impact on our financial position, results of operations, or cash flows.

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