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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 June 30, 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 July 31, 2002 was 5,120,776.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
June 30 September 30
2002 2001
(In Thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 5,361 $ 7,293
Short-term investments -- 495
Accounts receivable, less allowances
(June 2002 -- $229; Sept. 2001--$243) 2,168 2,685
Income tax refunds receivable 1,348 948
Other current assets 779 625
Total current assets 9,656 12,046
Property and equipment:
Furniture, fixtures and equipment 6,730 6,697
Accumulated depreciation (4,521) (3,952)
Net property and equipment 2,209 2,745
Goodwill, net of accumulated amortization 1,076 888
Total assets $ 12,941 $ 15,679
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued compensation and payroll taxes $ 1,210 $ 1,753
Other current liabilities 874 849
Total current liabilities 2,084 2,602
Shareholders' equity:
Common stock, no-par value; authorized --
20,000 shares; issued and outstanding --
5,121 shares in June 2002 and
5,087 shares in September 2001 51 51
Capital in excess of stated value of shares 4,604 4,569
Retained earnings 6,202 8,457
Total shareholders' equity 10,857 13,077
Total liabilities and shareholders' equity $ 12,941 $ 15,679
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Nine Months
Ended June 30 Ended June 30
(In Thousands, Except Per Share) 2002 2001 2002 2001
Net revenues:
Placement services $1,362 $3,482 $ 4,841 $13,856
Contract services 3,372 3,939 10,556 10,726
Net revenues 4,734 7,421 15,397 24,582
Operating expenses:
Cost of contract services 2,240 2,568 6,988 6,964
Selling 1,044 2,224 3,555 8,648
General and administrative 2,727 3,340 8,581 10,173
Total operating expenses 6,011 8,132 19,124 25,785
Loss from operations (1,277) (711) (3,727) (1,203)
Interest income 18 99 97 442
Loss before income taxes (1,259) (612) (3,630) (761)
Credit for income taxes (475) (235) (1,375) (280)
Net loss $ (784) $ (377) $(2,255) $ (481)
Net loss per share $ (0.15) $(0.07) $ (0.44) $ (0.09)
Average number of shares 5,121 5,087 5,114 5,087
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months
Ended June 30
(In Thousands) 2002 2001
Operating activities:
Net loss $(2,255) $ (481)
Depreciation and other noncurrent items 577 627
Accounts receivable 517 1,479
Income tax refunds receivable (400) (803)
Accrued compensation and payroll taxes (543) (1,097)
Other current items, net (129) (345)
Net cash used by operating activities (2,233) (620)
Investing activities:
Acquisition of property and equipment (27) (691)
Acquisition of Generation Technologies, Inc. (207) (1,523)
Maturities of short-term investments 500 4,000
Net cash provided by investing activities 266 1,786
Financing activities:
Exercise of stock options 35 --
Cash dividends paid -- (1,272)
Net cash provided (used) by financing activities 35 (1,272)
Decrease in cash and cash equivalents (1,932) (106)
Cash and cash equivalents at beginning of period 7,293 7,236
Cash and cash equivalents at end of period $ 5,361 $ 7,130
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. In April 2002 the
Company made the first annual payment in the amount of $207,000
and recorded 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 Company's unaudited pro forma results of
operations presented below assume that the acquisition had
occurred at the beginning of fiscal 2001:
Nine Months Ended
(In Thousands, Except Per Share) June 30, 2001
Net revenues $26,441
Net loss (371)
Net loss per share (.07)
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.
Income Taxes
Under current federal income tax regulations, net operating
losses for the fiscal years ending in 2001 and 2002 may be
carried back five years, and if not used, may be carried forward
20 years. Losses incurred after 2002 are scheduled to revert to
a two-year carry back and 20-year carry forward period. The
Company recorded the tax benefit of its losses as of June 30,
2002 and 2001 based on its ability to carry them back.
The Company received federal income tax refunds of $840,000
during the nine months ended June 30, 2002 and made federal
income tax payments of $325,000 during the nine months ended June
30, 2001.
Lease Obligations
The Company recorded a $253,000 expense for the cost of closing a
branch office during the nine months ended June 30, 2002,
covering the future lease obligation of the office.
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
information technology, engineering and accounting professionals.
As of June 30, 2002, the Company operated 33 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 Nine Months
Ended June 30 Ended June 30
2002 2001 2002 2001
Net revenues:
Placement services 28.8% 46.9% 31.4% 56.4%
Contract services 71.2 53.1 68.6 43.6
Net revenues 100.0 100.0 100.0 100.0
Operating expenses:
Cost of contract services 47.3 34.6 45.4 28.3
Selling 22.1 30.0 23.1 35.2
General and administrative 57.6 45.0 55.7 41.4
Total operating expenses 127.0 109.6 124.2 104.9
Loss from operations (27.0)% (9.6)% (24.2)% (4.9)%
Third Quarter Results of Operations
Net Revenues
For the three months ended June 30, 2002, consolidated net
revenues were down $2,687,000 (36%) from the same period last
year. This was due to the combination of a $2,120,000 (61%)
decrease in placement service revenues and a $567,000 (14%)
decrease in contract service revenues. Placement services
represented 29% of consolidated net revenues for the period, and
contract services represented 71% of the total.
Placement service revenues were down for the quarter because of a
57% decline in the number of placements, together with a 9% decrease
in the average placement fee. The decrease in contract service
revenues was the result of a 12% decrease in billable hours,
while the average hourly billing rate declined 2%.
The Company attributes the decline in revenues to the weak demand
for employment placement services, particularly in the
information technology sector. As a result of the national
economic slowdown, hiring activity in 2002 to date was
considerably lower than the prior year. The national
unemployment rate was at 5.9% in June 2002, compared with 4.6% in
June 2001.
Operating Expenses
Total operating expenses for the quarter were down $2,121,000
(26%) compared with the same quarter last year.
The cost of contract services was down $328,000 (13%) as a result
of the lower contract service revenues. The gross profit margin
on contract services was 33.6% this quarter, compared with
34.8% the prior year.
Selling expenses decreased $1,180,000 (53%) this quarter, and
they represented 22.1% of consolidated net revenues, which
was down 7.9 points from the prior year. Commission expense was
down 61% due to the lower placement service revenues and lower
commissionable profits, while recruitment advertising expense was
27% lower than last year.
General and administrative expenses decreased $613,000 (18%) for
the quarter, and they represented 57.6% of consolidated net
revenues. This was up 12.6 points from the same quarter last
year. Compensation in the operating divisions decreased 21% due
to a reduction in the size of the consulting staff, occupancy
costs declined 18% due to fewer offices, and bad debt expense was
71% lower due to the lower volume of business this year. All
other general and administrative expenses were down 4%.
To control operating costs, the Company closed eight 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 31% from the year-ago
level.
Other Items
The effect of lower revenues resulted in a loss from operations
of $1,277,000 for the quarter, compared with a loss from
operations of $711,000 for the same quarter last year.
Interest income was down $81,000 (82%) 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, the same as
last year.
After interest and taxes, the net loss for the quarter was
$784,000, compared with a net loss of $377,000 the prior year.
Nine Months Results of Operations
Net Revenues
For the nine months ended June 30, 2002, consolidated net
revenues were adversely affected by the same U.S. economic
conditions that affected the third quarter, and they were down
$9,185,000 (37%) from the same period last year. This was due to
the combination of a $9,015,000 (65%) decrease in placement
service revenues and a $170,000 (2%) decrease 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 period because of a
60% decline in the number of placements, together with an 11%
decrease in the average placement fee. The decrease in contract
service revenues was the result of a 6% decrease in billable
hours, partially offset by a 5% increase in the average hourly
billing rate.
Operating Expenses
Total operating expenses for the year to date were down
$6,661,000 (26%) compared with the same period last year.
The cost of contract services was up $24,000, and the gross
profit margin on contract services declined to 33.8% for the year
to date, compared with 35.1% the prior year.
Selling expenses decreased $5,093,000 (59%) for the nine-month
period, and they represented 23.1% of consolidated net revenues,
which was down 12.1 points from the prior year. Commission
expense was down 65% due to the lower placement service revenues
and lower commissionable profits, while recruitment advertising
expense was 44% 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 $1,592,000 (16%)
for the year to date, and they represented 55.7% of consolidated
net revenues. This was up 14.3 points from the same period last
year. Compensation in the operating divisions decreased 20% due
to a reduction in the size of the consulting staff, office
operating costs declined 35% due to fewer offices, and bad debt
expense was 60% lower due to the lower volume of business this
year. All other general and administrative expenses were down
2%.
Other Items
The effect of lower revenues resulted in a loss from operations
of $3,727,000 for the year to date, compared with a loss from
operations of $1,203,000 for the same period last year.
Interest income was down $345,000 (78%) 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 37% for the same period last year.
After interest and taxes, the net loss for the year to date was
$2,255,000, compared with a net loss of $481,000 the prior year.
Financial Condition
Although the first nine months of fiscal 2002 was a difficult
period, the Company's financial condition remained strong. As of
June 30, 2002, the Company had cash and short-term investments of
$5,361,000. This was a decrease of $2,427,000 from September 30,
2001. Net working capital at June 30, 2002 was $7,572,000, which
was a decrease of $1,872,000 compared with last September, and
the current ratio was 4.6 to 1.
During the nine months ended June 30, 2002, the net cash used by
operating activities was $2,233,000, which was primarily due to
the $2,255,000 net loss. The Company paid $207,000 for the first
of three annual earn out payments under the agreement to purchase
GenTech. As part of the Company's cash conservation measures,
capital expenditures were limited to $27,000 for the period, and
there were no cash dividends paid.
All of the Company's office facilities are leased through
operating leases that are not included on the balance sheet.
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 June 30, 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 $10,857,000, which represented 84% 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 improvement during the nine months ended June
30, 2002, the Company experienced continued weakness in the
demand for its placement services.
It is not known how long the weakness in the U. S. labor market
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 third quarter of fiscal 2002 declined 8% from the second
quarter 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 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: August 2, 2002 By: /s/ Kent M. Yauch
Kent M. Yauch
Vice President, Chief Financial Officer
and Treasurer
(Principal financial and accounting officer)