GEE Group Inc.
For the period ended Sep 30, 2025. Filed Dec 17, 2025.
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FY2025 · Filed Dec 17, 2025
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
GEE Group Inc. and Subsidiaries
Atlanta, Georgia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of GEE Group Inc. and Subsidiaries (collectively, the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattes below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Goodwill Impairment Assessment | |||
| Description of Matter | The Company’s consolidated goodwill balance was $24.8 million as of September 30, 2025. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of its Professional Staffing reporting unit to its carrying value. The fair value of the reporting unit is estimated using the discounted cash flow and guideline public company methods, which requires the use of estimates and assumptions related to cash flow forecasts, discount rates, terminal values, and market multiples of comparable companies. Management’s cash flow forecasts included significant judgments and assumptions relating to revenue growth rates, expense reductions and operating margins. The fair value of the reporting unit did not exceed its carrying value as of March 31, 2025; therefore, an impairment charge of $22 million was recognized as of March 31, 2025 and during the year ended September 30, 2025. The impairment charge was recognized for the amount by which the carrying amount exceeded the reporting unit’s estimated fair value. As more fully described in Note 8 to the consolidated financial statements, as of September 30, 2025, the fair value of the reporting unit exceeded its carrying value. Management made significant judgments when developing the fair value estimate of the reporting unit. As a result, a high degree of auditor judgment and effort was required, including involving the use of our valuation specialists, in performing audit procedures to evaluate the reasonableness of management’s cash flow forecasts and the significant assumptions identified above. Significant uncertainty exists with these assumptions because they are sensitive to future market or economic conditions. | ||
|---|---|---|---|
| How We Addressed the Matter in Our Audit | Our audit procedures included the following: | ||
| · | Obtained an understanding of the internal controls and processes in place over the Company’s goodwill impairment review process, including management’s review of the significant assumptions described above. | ||
| · | Evaluated the reasonableness of management’s revenue, expenses, operating margins, and other forecasted amounts by comparing the forecasts to actual historical results. | ||
| · | Evaluated the reasonableness of guideline public company valuation multiples. | ||
| · | Evaluated management’s determination of reporting units and segments. | ||
| · | With the assistance of our valuation specialists, evaluated the valuation methodologies and significant assumptions, including discount rates, and developed a range of independent estimates and compared those to the significant assumptions used by management. | ||
| · | Tested the mathematical accuracy of the calculations. | ||
/s/ Cherry Bekaert LLP
We have served as the Company’s auditor since 2024.
Atlanta, Georgia
December 17, 2025
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