UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 001-05707
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-6097429
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Tower Lane, Suite 2100, Oakbrook Terrace, Illinois 60181
(Address of principal executive offices) (Zip Code)
(630) 954-0400
(Registrant's telephone number, including area code)
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 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 __
The number of shares outstanding of the issuer's common stock as
of April 30, 2002 was 5,120,776.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
March 31 September 30
2002 2001
(In Thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 6,145 $ 7,293
Short-term investments -- 495
Accounts receivable, less allowances
(March 2002--$199; Sept. 2001--$243) 2,272 2,685
Income tax refunds receivable 1,444 948
Other current assets 839 625
Total current assets 10,700 12,046
Property and equipment:
Furniture, fixtures and equipment 6,708 6,697
Accumulated depreciation (4,331) (3,952)
Net property and equipment 2,377 2,745
Goodwill, net of accumulated amortization 1,063 888
Total assets $14,140 $15,679
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued compensation and payroll taxes $ 1,362 $ 1,753
Other current liabilities 1,137 849
Total current liabilities 2,499 2,602
Shareholders' equity:
Common stock, no-par value; authorized --
20,000 shares; issued and outstanding --
5,121 shares in March 2002 and
5,087 shares in September 2001 51 51
Capital in excess of stated value of shares 4,604 4,569
Retained earnings 6,986 8,457
Total shareholders' equity 11,641 13,077
Total liabilities and shareholders' equity $14,140 $15,679
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Months Six Months
Ended March 31 Ended March 31
(In Thousands, Except Per Share)2002 2001 2002 2001
Net revenues:
Placement services $1,597 $4,810 $ 3,479 $10,374
Contract services 3,557 3,439 7,184 6,787
Net revenues 5,154 8,249 10,663 17,161
Operating expenses:
Cost of contract services 2,350 2,248 4,748 4,396
Selling 1,207 2,966 2,511 6,424
General and administrative 3,119 3,586 5,854 6,833
Total operating expenses 6,676 8,800 13,113 17,653
Loss from operations (1,522) (551) (2,450) (492)
Interest income 31 149 79 343
Loss before income taxes (1,491) (402) (2,371) (149)
Credit for income taxes (570) (150) (900) (45)
Net loss $ (921) $ (252) $(1,471) $ (104)
Net loss per share $ (.18) $ (.05) $ (.29) $ (.02)
Average number of shares 5,121 5,087 5,111 5,087
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Six Months
Ended March 31
(In Thousands) 2002 2001
Operating activities:
Net loss $(1,471)$ (104)
Depreciation and other noncurrent items 399 403
Accounts receivable 413 393
Income tax refunds receivable (496) (568)
Accrued compensation and payroll taxes (391) (676)
Other current items, net (113) (108)
Net cash used by operating activities (1,659) (660)
Investing activities:
Acquisition of property and equipment (24) (586)
Maturities of short-term investments 500 4,000
Net cash provided by investing activities 476 3,414
Financing activities:
Exercise of stock options 35 --
Cash dividends paid -- (1,272)
Net cash provided (used) by financing activities 35 (1,272)
Increase (decrease) in cash and cash equivalents (1,148) 1,482
Cash and cash equivalents at beginning of period 7,293 7,236
Cash and cash equivalents at end of period $ 6,145 $ 8,718
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Interim Financial Statements
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. This financial information should be read in
conjunction with the financial statements included in the
Company's annual report on Form 10-K for the year ended September
30, 2001.
Acquisition
On April 10, 2001, the Company completed a transaction to
purchase substantially all of the assets and business operations
of Generation Technologies, Inc. ("GenTech"), a staffing business
in Pittsburgh, Pennsylvania, specializing in information
technology professionals.
The purchase price was established as an initial cash payment at
the time of closing, and three annual earn out payments to be
based on earnings of the business, as defined. The Company
recorded a $187,000 liability as of March 31, 2002 for the first
annual payment and treated it as additional goodwill.
The results of GenTech's operations are included in the Company's
financial statements for periods subsequent to the date of
acquisition. The unaudited pro forma results of operations
presented below assume that the acquisition had occurred at the
beginning of fiscal 2001:
Six Months Ended
(In Thousands, Except per Share) March 31, 2001
Net revenues $18,982
Net income 15
Net income per share --
This information is presented for informational purposes only.
It is not necessarily indicative of the results that would have
been achieved had the acquisition taken place at the beginning of
fiscal 2001 or of future results of operations.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Company provides placement and contract staffing services for
business and industry, specializing in the placement of
professional information technology, engineering and accounting
professionals. As of March 31, 2002, the Company operated 34
offices located in major metropolitan business centers in 12
states.
A summary of operating data, expressed as a percentage of
consolidated net revenues, is presented below. Percentages may
not add due to rounding.
Three Months Six Months
Ended March 31 Ended March 31
2002 2001 2002 2001
Net revenues:
Placement services 31.0% 58.3% 32.6% 60.5%
Contract services 69.0 41.7 67.4 39.5
Net revenues 100.0 100.0 100.0 100.0
Operating expenses:
Cost of contract services 45.6 27.2 44.5 25.6
Selling 23.4 36.0 23.5 37.5
General and administrative 60.5 43.5 54.9 39.8
Total operating expenses 129.5 106.7 123.0 102.9
Loss from operations (29.5)% (6.7)% (23.0)% (2.9)%
Second Quarter Results of Operations
Net Revenues
For the three months ended March 31, 2002, consolidated net
revenues were down $3,095,000 (38%) from the same period last
year. This was due to the combination of a $3,213,000 (67%)
decrease in placement service revenues and a $118,000 (3%)
increase in contract service revenues. Placement services
represented 31% of consolidated net revenues for the period, and
contract services represented 69% of the total.
Placement service revenues were down for the quarter because of a
60% decline in the number of placements, together with an 11%
decrease in the average placement fee. The increase in contract
service revenues was the result of a 7% increase in the average
hourly billing rate, while billable hours declined 4%.
The Company attributes the decline in placement service revenues
to the continuing effects of the slowdown in the U.S. economy
that caused customers to slow down or reduce their hiring
activities. Although the economy showed signs of growth during
the six months ended March 31, 2002, there continued to be
weakness in demand for employment placement services,
particularly in the information technology sector. The national
unemployment rate was at 5.7% in March 2002, compared with 4.3%
in March 2001.
Operating Expenses
Total operating expenses for the quarter were down $2,124,000
(24%) compared with the same quarter last year.
The cost of contract services was up $102,000 (5%), as a result
of the higher contract service revenues and a slightly smaller
profit margin. The gross profit margin on contract services was
33.9% this quarter, compared with 34.6% the prior year.
Selling expenses decreased $1,759,000 (59%) this quarter, and
they represented 23.4% of consolidated net revenues, which was
down 12.6 points from the prior year. Commission expense was
down 67% due to the lower placement service revenues and lower
commissionable profits, while recruitment advertising expense was
39% lower than last year.
General and administrative expenses decreased $467,000 (13%) for
the quarter, and they represented 60.5% of consolidated net
revenues. This was up 17.0 points from the same quarter last
year. The Company recorded a $253,000 expense for the cost of
closing a branch office during the quarter. Excluding this item,
general and administrative expenses were down $720,000 for the
quarter. Compensation in the operating divisions decreased 19%
due to a reduction in the size of the consulting staff, and bad
debt expense was 68% lower due to the lower volume of business
this year. All other general and administrative expenses were
down 12%.
To control operating costs, the Company closed nine unprofitable
branch offices during the last twelve months. As a result of
these and other actions, the Company reduced its in-house
consulting and administrative staff by 32% from the year-ago
level.
Other Items
The effect of lower revenues resulted in a loss from operations
of $1,522,000 for the quarter, compared with a loss from
operations of $551,000 for the same quarter last year.
Interest income was down $118,000 (79%) in the quarter, due to a
combination of lower average funds available for investment and
lower average interest rates.
The effective income tax rate was 38% this quarter, up slightly
from the 37% rate the prior year.
After interest and taxes, the net loss for the quarter was
$921,000, compared with a net loss of $252,000 the prior year.
Six Months Results of Operations
Net Revenues
For the six months ended March 31, 2002, consolidated net
revenues were adversely affected by the same U.S. economic
conditions that affected the second quarter, and they were down
$6,498,000 (38%) from the same period last year. This was due to
the combination of a $6,895,000 (66%) decrease in placement
service revenues and a $397,000 (6%) increase in contract service
revenues. Placement services represented 33% of consolidated net
revenues for the period, and contract services represented 67% of
the total.
Placement service revenues were down for the period because of a
62% decline in the number of placements, together with a 12%
decrease in the average placement fee. The increase in contract
service revenues was the result of a 10% increase in the average
hourly billing rate, while billable hours declined 3%.
Operating Expenses
Total operating expenses for the year to date were down
$4,540,000 (26%) compared with the same period last year.
The cost of contract services was up $352,000 (8%), as a result
of the higher contract service revenues and a slightly smaller
profit margin. The gross profit margin on contract services was
33.9% for the year to date, compared with 35.2% the prior year.
Selling expenses decreased $3,913,000 (61%) for the six-month
period, and they represented 23.5% of consolidated net revenues,
which was down 14.0 points from the prior year. Commission
expense was down 67% due to the lower placement service revenues
and lower commissionable profits, while recruitment advertising
expense was 50% lower than last year. Selling expenses were a
lower percentage of consolidated net revenues because of the
shift in mix of revenues toward contract services.
General and administrative expenses decreased $979,000 (14%) for
the year to date, and they represented 54.9% of consolidated net
revenues. This was up 15.1 points from the same period last
year. Compensation in the operating divisions decreased 19% due
to a reduction in the size of the consulting staff, and bad debt
expense was 56% lower due to the lower volume of business this
year. All other general and administrative expenses were down
13% due to the reduced number of operating branch offices.
Other Items
The effect of lower revenues resulted in a loss from operations
of $2,450,000 for the year to date, compared with a loss from
operations of $492,000 for the same period last year.
Interest income was down $264,000 (77%) for the period, due to a
combination of lower average funds available for investment and
lower average interest rates.
The effective income tax rate was 38% for the year to date,
compared with 30% for the same period last year. Last year's
rate was unusually low because of the effect of certain non-
deductible items as percentage of the lower pretax loss.
After interest and taxes, the net loss for the year to date was
$1,471,000, compared with a net loss of $104,000 the prior year.
Financial Condition
Although the first half of fiscal 2002 was a difficult period,
the Company's financial condition remained strong. As of March
31, 2002, the Company had cash and short-term investments of
$6,145,000. This was a decrease of $1,643,000 from September 30,
2001. Net working capital at March 31, 2002 was $8,201,000,
which was a decrease of $1,243,000 compared with last September,
and the current ratio was 4.3 to 1.
During the six months ended March 31, 2002, the net cash used by
operating activities was $1,659,000, which was primarily due to
the $1,471,000 net loss. As part of the Company's cash
conservation measures, capital expenditures were limited to
$24,000 for the period, and there were no cash dividends paid.
Under current federal income tax regulations, net operating
losses for the fiscal years ending in 2001 and 2002 may be
carried back five years. The Company has recorded the tax
benefit of its 2001 and 2002 losses as of March 31, 2002 based on
its ability to carry them back. Under current federal
regulations, losses incurred after 2002 are scheduled to revert
to a two-year carry back period and a 20-year carry forward
period. Accordingly, under current circumstances, the Company
would not be able to realize federal income tax refunds on any
losses that might be incurred in fiscal 2003 or subsequent years.
All of the Company's office facilities are leased through
operating leases that are not included on the balance sheet, and
information about future minimum lease payments is presented in
the notes to the consolidated financial statements contained in
the Company's annual report on Form 10-K for the year ended
September 30, 2001.
As of March 31, 2002, the Company had no debt outstanding, and
there were no off-balance sheet arrangements, commitments or
guarantees of other parties, except as disclosed in the notes to
the consolidated financial statements. Shareholders' equity at
that date was $11,641,000, which represented 82% of total assets.
Outlook
The Company's business is highly dependent on national employment
trends in general and on the demand for information technology
and other professional staff in particular. The slowdown in the
U.S. economy throughout the 2001 calendar year had an adverse
effect on the Company's results of operations. Although the U.S.
economy showed some strength in the six months ended March 31,
2002, the Company experienced continued weakness in the demand
for its placement services.
Although it is not known how long the U.S. economic slowdown will
continue to have an adverse effect on the Company's operations,
management believes that the Company's placement service revenues
will continue at depressed levels until there is an increase in
business spending on computer equipment and software, leading to
a rebound in the technology sector of the economy.
On a sequential basis, the Company's consolidated net revenues in
the second quarter of fiscal 2002 declined 6% from the first
quarter. The rate of decline is slowing, and management believes
that the Company's revenues may be near the bottom of the
business cycle. The Company's current priority is to minimize
the impact of the economy, to return the Company to profitability
as soon as possible, and to be positioned for growth when the
demand for its services returns.
The Company's primary source of liquidity is its operating
activities. Despite recent losses, management believes that
existing cash and securities will be adequate to finance current
operations for the foreseeable future.
Forward-Looking Statements
As a matter of policy, the Company does not provide forecasts of
future financial performance. However, the Company and its
representatives may from time to time make written or verbal
forward-looking statements, including statements contained in
press announcements, reports to shareholders and filings with the
Securities and Exchange Commission. All statements which address
expectations about future operating performance and cash flows,
future events and business developments, and future economic
conditions are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. This
includes statements relating to business expansion plans,
expectations about revenue and earnings, and general assessments
about the future. These statements are based on management's
then-current expectations and assumptions. Actual outcomes could
differ significantly. The Company and its representatives do not
assume any obligation to provide updated information.
Some of the factors that could affect the Company's future
performance include, but are not limited to, 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 project assignments, and the ability to attract and
retain qualified corporate and branch management.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders on February 19, 2002, the
shareholders elected all of the nominees for election as
directors. The name of each director elected, together with the
number of votes cast for election and the number of votes
withheld, are presented below:
Nominees Votes For Votes Withheld
Dennis W. Baker 4,166,069 292,801
Sheldon Brottman 4,164,468 294,402
Delain G. Danehey 4,164,369 294,501
Herbert F. Imhoff, Jr. 4,163,371 295,499
Joseph F. Lizzadro 4,164,804 294,066
Kent M. Yauch 4,164,074 294,796
Item 6. Exhibits and Reports on Form 8-K.
The Company filed no reports on Form 8-K during the quarter.
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, thereunto duly authorized.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Registrant)
Date: May 7, 2002 By: /s/ Kent M. Yauch
Kent M. Yauch
Vice President, Chief Financial Officer
and Treasurer
(Principal financial and accounting officer)