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Note 1 - Overview and Summary of Significant Accounting Policies | 6 Months Ended
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Jun. 30, 2022
Notes to Financial Statements |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1 - 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 direct-dispatch and commercial staffing 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”, “DriverQuest”, “HireQuest Health”, and “Northbound Executive Search”. HireQuest Direct specializes primarily in unskilled and semi-skilled industrial and construction personnel. HireQuest, Snelling, and LINK Staffing specialize primarily in skilled and semi-skilled industrial personnel, clerical and administrative personnel, and permanent placement services. DriverQuest specializes in both commercial and non-CDL drivers serving a variety of industries and applications. HireQuest Health specializes in skilled personnel in the medical and dental industries. Northbound Executive Search specializes in executive placement and consultant services in the financial services industry. On January 24, 2022 we completed our acquisition of Temporary Alternatives, Inc. (“Temporary Alternatives”) to acquire three locations in west Texas and New Mexico for $7.0 million, inclusive of a prescribed amount of working capital. Temporary Alternatives is a staffing division of dmDickason Personnel Services, a family-owned company based in El Paso, TX. On February 21, 2022 we completed our acquisition of The Dubin Group, Inc., and Dubin Workforce Solutions, Inc. (collectively, “Dubin”). We acquired their staffing operations for $2.5 million, inclusive of a prescribed amount of working capital. Dubin provides executive placement services and commercial staffing in the Philadelphia metropolitan area. On February 28, 2022 we completed our acquisition of Northbound Executive Search, LTD. (“Northbound”) to acquire their operations for $11.4 million, inclusive of a prescribed amount of working capital. Northbound provides executive placement and short-term consultant services primarily to blue-chip clients in the financial services industry. 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 $11.1 million. On October 1, 2021 we completed our acquisition of Recruit Media, Inc. (“Recruit Media”). We purchased all of the outstanding shares of Recruit Media for approximately $4.4 million, subject to customary representations and warranties. On December 6, 2021 we completed the acquisition of the Dental Power Staffing division from Dental Power International, Inc. ("DPI") for $1.9 million. For additional information related to these transactions, see Note 2 - Acquisitions. As of June 30, 2022 we had 223 franchisee-owned offices and 2 company owned offices in 38 states and the District of Columbia. We are the employer of record to approximately 75,000 employees annually, who in turn provide services to thousands of clients in various industries including construction, recycling, warehousing, logistics, auctioneering, manufacturing, hospitality, landscaping, retail, and dental practices. We provide employment, 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, 2021. 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. 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, including goodwill. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist of amounts due for labor services from customers of franchisees, accounts receivable purchased in acquisitions, and accounts receivable originating at, or attributable to, company-owned locations. 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, or are otherwise deemed uncollectable, they are charged back to our franchisees. Accordingly, we do not record an allowance for doubtful accounts on these accounts receivable. For staffing services provided by company-owned offices, and for purchased accounts receivable, we record accounts receivable at face value less an allowance for doubtful accounts. We determine the allowance for doubtful accounts based on historical write-off experience, the age of the receivable, other qualitative factors and extenuating circumstances, and current economic data which represents our best estimate of the amount of probable losses on these accounts receivable, if any. We review the allowance for doubtful accounts periodically and write off past due balances when it is probable that the receivable will not be collected. Our allowance for doubtful accounts on company-owned and purchased accounts receivable was approximately $58 thousand and $26 thousand at June 30, 2022,and December 31, 2021, respectively. 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 6.0% to 8.0%. Royalty fees from our HireQuest business line, including HireQuest franchisees, DriverQuest franchisees, the Northbound franchisee, the HireQuest Health franchisees, and Snelling and LINK franchisees who executed new franchise agreements upon closing, are 4.5% of the payroll we fund plus 18.0% 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. 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 from franchised locations on a net basis as agent as opposed to a gross basis as principal. With company owned locations, we control the conditions under which we provide services to customers. Accordingly, we present revenue from owned locations on a gross basis as principal. For franchised locations, we recognize revenue when we satisfy our performance obligations. Our performance obligations primarily 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. For owned locations, we account for revenue when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Revenue derived from owned locations is recognized at the time we satisfy our performance obligation. Our contracts have a single performance obligation, which is the transfer of services. Because our customers receive and consume the benefits of our services simultaneously, our performance obligations are satisfied when our services are provided. Revenue from owned locations is reported net of customer credits, discounts, and taxes collected from customers that are remitted to taxing authorities. Our customers are invoiced every week and we rarely require payment prior to the delivery of service. Substantially all of our contracts include payment terms of 30 days or less and are short-term in nature. Because of our payment terms with our customers, there are no significant contract assets or liabilities. We do not extend payment terms beyond one year. Below are summaries of our franchise royalties disaggregated by business model (in thousands):
|  | Three months ended |  |  | Six months ended |
|  | June 30, 2022 |  |  | June 30, 2021 |  |  | June 30, 2022 |  |  | June 30, 2021 |
HireQuest Direct model |  | $ | 4,417 |  |  | $ | 3,006 |  |  | $ | 7,949 |  |  | $ | 5,912 |
HireQuest, Snelling, DriverQuest, HireQuest Health, and Northbound |  |  | 2,803 |  |  |  | 2,445 |  |  |  | 5,844 |  |  |  | 2,798 |
Total |  | $ | 7,220 |  |  | $ | 5,451 |  |  | $ | 13,793 |  |  | $ | 8,710 |
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. Trademark license fees are charged to some locations that utilize our intellectual property that are not franchisees. Trademark license fees are 9.0% of the gross margin for the location and are recognized when earned. We recognize revenue from optional services as we provide them. Notes Receivable Notes receivable from franchisees consist primarily of amounts due to us related to the financing of franchised locations. We report notes receivable from franchisees 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 $405 thousand at June 30, 2022 and December 31, 2021. Notes receivable from non-franchisees consist primarily of amounts due to us from the sale of non-core assets acquired after an acquisition. We report notes receivable from non-franchisees 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 unsecured. We monitor the financial condition of our debtors and 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 impairment reserve on notes receivable from non-franchisees was approximately $1.7 million and $1.5 million at June 30, 2022 and December 31, 2021, respectively. Intangible Assets Intangible assets acquired are recorded at fair value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. There were no intangible asset impairment charges in 2022 or 2021. Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 7 to 15 years. Our finite-lived intangible assets include acquired franchise agreements, acquired customer lists, internally developed software, and purchased software. Our indefinite-lived intangible assets include acquired domain names and trade names. For additional information related to significant additions to intangible assets, see Note 2 - Acquisitions. Intangible assets internally developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development stage. These costs include fees paid to third parties for development services and payroll costs for employees' time spent developing the software. We expense costs when incurred during the preliminary project stage and the post-implementation stage. Capitalized development costs will be amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. The table below reflects information related to our intangible assets (in thousands).
|  |  | June 30, 2022 |  |  | December 31, 2021 |
| Estimated useful life |  | Gross |  |  | Accumulated amortization |  |  | Net |  |  | Gross |  |  | Accumulated amortization |  |  | Net |
Finite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Franchise agreements | 15 years |  | $ | 19,916 |  |  | $ | (1,813 | ) |  | $ | 18,103 |  |  | $ | 19,916 |  |  | $ | (1,068 | ) |  | $ | 18,848 |
Customer lists | 10 years |  |  | 3,462 |  |  |  | (108 | ) |  |  | 3,354 |  |  |  | 2,089 |  |  |  | (239 | ) |  |  | 1,850 |
Purchased software | 7 years |  |  | 3,200 |  |  |  | (343 | ) |  |  | 2,857 |  |  |  | 3,200 |  |  |  | (114 | ) |  |  | 3,086 |
Internally developed software | 7 years |  |  | 1,428 |  |  |  | - |  |  |  | 1,428 |  |  |  | 916 |  |  |  | - |  |  |  | 916 |
Total finite-lived intangible assets |  |  | 28,006 |  |  |  | (2,264 | ) |  |  | 25,742 |  |  |  | 26,121 |  |  |  | (1,421 | ) |  |  | 24,700 |
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Domain name | Indefinite |  |  | 2,226 |  |  |  | - |  |  |  | 2,226 |  |  |  | 2,226 |  |  |  | - |  |  |  | 2,226 |
Trade name | Indefinite |  |  | 1,400 |  |  |  | - |  |  |  | 1,400 |  |  |  | - |  |  |  | - |  |  |  | - |
Total intangible assets |  | $ | 31,632 |  |  | $ | (2,264 | ) |  | $ | 29,368 |  |  | $ | 28,347 |  |  | $ | (1,421 | ) |  | $ | 26,926 |
Goodwill Goodwill represents the excess purchase price over the fair value of identifiable assets received attributable to business combinations. Goodwill is measured for impairment at least annually, or whenever events and circumstances arise that indicate an impairment may exist. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. We test for goodwill impairment at the reporting unit level. In assessing the value of goodwill, assets and liabilities are assigned to a reporting unit and the appropriate valuation methodologies are used to determine fair value at the reporting unit level. At June 30, 2022 we had a single reporting unit. The table below summarizes our goodwill at December 31, 2021 and changes during the six months ended June 30, 2022 (in thousands):
Goodwill balance at December 31, 2021 |  | $ | - |
Goodwill recorded on acquisition of Temporary Alternatives |  |  | 375 |
Goodwill recorded on acquisition of Dubin |  |  | 200 |
Goodwill recorded on acquisition of Northbound |  |  | 500 |
Goodwill balance at June 30, 2022 |  | $ | 1,075 |
Earnings per Share We calculate basic earnings 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 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 June 30, 2022 and June 30, 2021 totaled approximately 193 thousand and 328 thousand, respectively. We use the treasury stock method to calculate the diluted common shares outstanding which were as follows (in thousands):
|  | Three months ended |  |  | Six months ended |
|  | June 30, 2022 |  |  | June 30, 2021 |  |  | June 30, 2022 |  |  | June 30, 2021 |
Weighted average number of common shares used in basic net income per common share |  |  | 13,607 |  |  |  | 13,611 |  |  |  | 13,591 |  |  |  | 13,607 |
Dilutive effects of unvested restricted stock and stock options |  |  | 84 |  |  |  | 253 |  |  |  | 95 |  |  |  | 227 |
Weighted average number of common shares used in diluted net income per common share |  |  | 13,691 |  |  |  | 13,864 |  |  |  | 13,686 |  |  |  | 13,834 |
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.
|  | June 30, 2022 |
(in thousands) |  |  | Total |  |  |  | Level 1 |  |  |  | Level 2 |  |  |  | Level 3 |
Cash |  | $ | 1,128 |  |  | $ | 1,128 |  |  | $ | - |  |  | $ | - |
Notes receivable |  |  | 3,946 |  |  |  | - |  |  |  | 3,946 |  |  |  | - |
Accounts receivable |  |  | 45,676 |  |  |  | - |  |  |  | 45,676 |  |  |  | - |
Notes receivable - impaired |  |  | 72 |  |  |  | - |  |  |  | - |  |  |  | 72 |
Total assets at fair value |  | $ | 50,822 |  |  | $ | 1,128 |  |  | $ | 49,622 |  |  | $ | 72 |
Term loans payable |  | $ | 4,299 |  |  | $ | - |  |  | $ | 4,299 |  |  | $ | - |
Line of credit |  |  | 2,839 |  |  |  | - |  |  |  | 2,839 |  |  |  | - |
Total liabilities at fair value |  | $ | 7,138 |  |  | $ | - |  |  | $ | 7,138 |  |  | $ | - |
|  | December 31, 2021 |
(in thousands) |  |  | Total |  |  |  | Level 1 |  |  |  | Level 2 |  |  |  | Level 3 |
Cash |  | $ | 1,256 |  |  | $ | 1,256 |  |  | $ | - |  |  | $ | - |
Notes receivable |  |  | 4,027 |  |  |  | - |  |  |  | 4,027 |  |  |  | - |
Accounts receivable |  |  | 38,239 |  |  |  | - |  |  |  | 38,239 |  |  |  | - |
Notes receivable - impaired |  |  | 140 |  |  |  | - |  |  |  |  |  |  |  | 140 |
Total assets at fair value |  | $ | 43,662 |  |  | $ | 1,256 |  |  | $ | 42,266 |  |  | $ | 140 |
Term loan payable |  | $ | 3,066 |  |  | $ | - |  |  | $ | 3,066 |  |  | $ | - |
Line of credit |  |  | 171 |  |  |  | - |  |  |  | 171 |  |  |  | - |
Total liabilities at fair value |  | $ | 3,237 |  |  | $ | - |  |  | $ | 3,237 |  |  | $ | - |
For additional information related to our impaired notes receivable, see Note 10 - Notes Receivable. Discontinued Operations Company-owned offices that have been disposed of by sale, disposed of other than by sale, or are classified as held-for-sale, are reported separately as discontinued operations. In addition, a newly acquired business that, upon acquisition, meets the held-for-sale criteria will be reported as discontinued operations. Accordingly, the assets and liabilities, operating results, and cash flows for these businesses are presented separate from our continuing operations for all periods presented in our consolidated financial statements and footnotes, unless indicated otherwise. The assets and liabilities of a discontinued operation held for sale are measured at the lower of the carrying value or fair value less cost to sell. Savings Plan We have a savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Under our 401(k) plan, eligible employees may contribute a portion of their pre-tax earnings, subject to certain limitations. As a benefit, we match 100% of each employee’s first 3% of contributions, then 50% of each employee’s contribution beyond 3%, up to a maximum match of 4% of the employee’s eligible earnings. Matching expense related to our savings plan totaled approximately $17 thousand and $16 thousand during the three months ended June 30, 2022 and June 30, 2021, respectively. Matching expense totaled approximately $30 thousand and $27 thousand during the six months ended June 30, 2022 and June 30, 2021, respectively. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 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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