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, 2001
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)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
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, 2001 was 5,086,656.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
March 31 September 30
2001 2000
(In Thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 8,718 $ 7,236
Short-term investments 1,480 5,470
Accounts receivable, less allowances
(March 2001--$420; Sept. 2000--$512) 4,037 4,430
Income tax refunds receivable 568 -
Total current assets 14,803 17,136
Property and equipment:
Furniture, fixtures and equipment 6,605 6,058
Accumulated depreciation (3,589) (3,215)
Net property and equipment 3,016 2,843
Total assets $17,819 $19,979
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Dividends payable $ - $ 1,272
Accrued compensation and payroll taxes 3,093 3,769
Other current liabilities 687 795
Total current liabilities 3,780 5,836
Shareholders' equity:
Common stock, no-par value; authorized --
20,000 shares; issued and outstanding --
5,087 shares 51 51
Capital in excess of stated value of shares 4,569 4,569
Retained earnings 9,419 9,523
Total shareholders' equity 14,039 14,143
Total liabilities and shareholders' equity $17,819 $19,979
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Three Months Six Months
Ended March 31 Ended March 31
(In Thousands, Except Per Share) 2001 2000 2001 2000
Net revenues:
Placement services $ 4,810 $ 5,988 $10,374 $11,309
Contract services 3,439 4,034 6,787 8,602
Net revenues 8,249 10,022 17,161 19,911
Operating expenses:
Cost of contract services 2,248 2,693 4,396 5,665
Selling 2,966 3,625 6,424 6,838
General and administrative 3,586 2,913 6,833 5,723
Total operating expenses 8,800 9,231 17,653 18,226
Income (loss) from operations (551) 791 (492) 1,685
Interest income 149 140 343 289
Income (loss) before
income taxes (402) 931 (149) 1,974
Provision (credit) for
income taxes (150) 375 (45) 795
Net income (loss) $ (252)$ 556 $ (104)$ 1,179
Net income (loss) per share:
Basic $ (.05)$ .11 $ (.02)$ .23
Diluted $ (.05)$ .11 $ (.02)$ .23
Average number of shares:
Basic 5,087 5,087 5,087 5,087
Diluted 5,087 5,123 5,087 5,123
See notes to consolidated financial statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Six Months
Ended March 31
(In Thousands) 2001 2000
Operating activities:
Net income (loss) $ (104)$ 1,179
Depreciation and other noncurrent items 403 325
Accounts receivable 393 (965)
Income tax refunds receivable (568) -
Accrued compensation and payroll taxes (676) 93
Other current liabilities (108) (318)
Net cash provided (used) by operating activities (660) 314
Investing activities:
Acquisition of property and equipment (586) (765)
Purchases of short-term investments - (975)
Maturities of short-term investments 4,000 3,800
Net cash provided by investing activities 3,414 2,060
Financing activities:
Cash dividend paid (1,272) (254)
Increase in cash and cash equivalents 1,482 2,120
Cash and cash equivalents at beginning of period 7,236 5,025
Cash and cash equivalents at end of period $ 8,718 $ 7,145
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, 2000.
Cash and Short-Term Investments
The balance of cash and cash equivalents as of March 31, 2000 on
the consolidated statement of cash flows has been adjusted to
include $1,786,000 of securities previously classified as short-
term investments.
Subsequent Event
On April 10, 2001, the Company completed a transaction to
purchase substantially all of the assets and business operations
of Generation Technologies, Inc. (Gen Tech) in accordance with an
Asset Purchase Agreement. Gen Tech operates a staffing business
in Pittsburgh, Pennsylvania, specializing in the placement of
information technology professionals, and the Company intends to
operate the business in substantially the same manner in the
future. The assets acquired include the business operations,
company name, customer lists, interests in office space and
equipment, accounts receivable and goodwill.
The purchase price was established as an initial cash payment of
$1,432,000 and three annual cash payments to be equal to a
multiple of the respective year's annual earnings, as defined.
The initial cash payment on April 10, 2001 was paid out of the
Company's existing cash resources, and the Company expects that
similar cash resources will be available to fund the future cash
payments.
This transaction will be accounted for as a purchase and will be
reflected in the Company's financial statements for periods
subsequent to the date of acquisition. The pro forma results of
operations presented below assume that the acquisition had
occurred at the beginning of fiscal 2000:
Six Months
Ended March 31
(In Thousands, Except per Share) 2001 2000
Net revenues $18,982 $20,906
Net income 15 1,219
Net income per share .00 .24
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 2000 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, 2001, the Company operated 42
offices located in major metropolitan business centers in 14
states.
A summary of operating data, expressed as a percentage of
consolidated net revenues, is presented below.
Three Months Six Months
Ended March 31 Ended March 31
2001 2000 2001 2000
Net revenues:
Placement services 58.3% 59.7% 60.5% 56.8%
Contract services 41.7 40.3 39.5 43.2
Net revenues 100.0 100.0 100.0 100.0
Operating expenses:
Cost of contract services 27.2 26.8 25.6 28.5
Selling 36.0 36.2 37.5 34.3
General and administrative 43.5 29.1 39.8 28.7
Total operating expenses 106.7 92.1 102.9 91.5
Income (loss) from operations (6.7)% 7.9% (2.9)% 8.5%
Second Quarter Results of Operations
Net Revenues
For the three months ended March 31, 2001, consolidated net
revenues were down $1,773,000 (18%) from the same period last
year. This was due to the combination of a $1,178,000 (20%)
decrease in placement service revenues and a $595,000 (15%)
decrease in contract service revenues. Placement services
represented 58.3% of consolidated net revenues for the period,
and contract services represented 41.7% of the total.
Placement service revenues were down for the quarter because of a
27% decline in the number of placements, partially offset by a 5%
increase in the average placement fee. The decrease in contract
service revenues was the result of a 15% decline in billable
hours.
The Company attributes the decline in revenues to the effects of
the slowdown in the U.S. economy that has caused customers to
slow down or reduce their hiring and contract staffing
activities, particularly those customers operating in the
computer and information technology field. As an indication of
the national slowdown, the U.S. Gross Domestic Product grew at a
2.0% annual rate during the quarter ended March 31, 2001,
compared with 4.8% for the quarter ended March 31, 2000.
It is uncertain how long this trend might last, but management
expects it to continue in the near future. Because of this, the
Company broadened the scope of its placement services from
information technology and technical specialties to include
emphasis on the placement of accounting and engineering
professionals.
Operating Expenses
Total operating expenses for the quarter were down $431,000 (5%)
compared with the same quarter last year.
The cost of contract services was down $445,000 (17%), as a
result of the lower contract service revenues and an improvement
in the profit margin. The gross profit margin on contract
services was 34.6% this quarter, compared with 33.2% the prior
year.
Selling expenses decreased $659,000 (18%) this quarter, and they
represented 36.0% of consolidated net revenues, which was about
the same as the prior year. Commission expense was down 23% due
to the lower placement service revenues and lower average
commission rates, while recruitment advertising expense was about
the same as last year.
General and administrative expenses increased $673,000 (23%) for
the quarter, and they represented 43.5% of consolidated net
revenues. This was up 14.4 points from the same quarter last
year. Compensation in the operating division increased 26% for
the quarter, due to an increase in the number of employment
consultants, together with the effect of new consultant
compensation arrangements in some branch offices that place
greater emphasis on fixed compensation, while reducing commission
rates. The Company also incurred higher expenses for office
rents due to higher lease rates, higher depreciation costs
associated with computer systems and office furniture acquired
last year, and increased bad debt expense resulting from the
downturn in the technology industry. All other general and
administrative expenses were up 1%.
The Company continually monitors and evaluates the performance of
all of its branch offices. To control general and administrative
expenses, the Company's primary initiative is to rehabilitate or
close under-performing branch offices. One office was closed
during the quarter, and three other closings are expected by the
end of the third quarter.
Income from Operations and Other Items
The combined effect of revenues declining 18% while general and
administrative expenses increased by 23% resulted in a $1,342,000
(170%) decrease in income from operations for the quarter.
The effective income tax rate was 37% this quarter, down slightly
from the 40% rate the prior year.
As a result, net income for the quarter was down $808,000 (145%)
from the prior year.
Six Months Results of Operations
Net Revenues
For the six months ended March 31, 2001, consolidated net
revenues were adversely affected by the same U.S. economic
conditions that affected the second quarter, and they were down
$2,750,000 (14%) from the same period last year. This was due to
the combination of a $935,000 (8%) decrease in placement service
revenues and a $1,815,000 (21%) decrease in contract service
revenues. Placement services represented 60.5% of consolidated
net revenues for the period, and contract services represented
39.5% of the total.
Placement service revenues were down for the period because of an
18% decline in the number of placements, partially offset by a 7%
increase in the average placement fee. The decrease in contract
service revenues was the result of a 21% decline in billable
hours.
Operating Expenses
Total operating expenses for the year to date were down $573,000
(3%) compared with the same period last year.
The cost of contract services was down $1,269,000 (22%), as a
result of the lower contract service revenues and an improvement
in the profit margin. The gross profit margin on contract
services was 35.2% for the year to date, compared with 34.1% the
prior year.
Selling expenses decreased $414,000 (6%) for the six-month
period, and they represented 37.5% of consolidated net revenues,
which was 3.2 points higher than the prior year. Commission
expense was down 12% due to the lower placement service revenues
and lower average commission rates, while recruitment advertising
expense was up 24% due to higher spending on the Internet.
Selling expenses were a higher percentage of consolidated net
revenues because of the shift in mix of revenues toward placement
services.
General and administrative expenses increased $1,110,000 (19%)
for the year to date, and they represented 39.8% of consolidated
net revenues. This was up 11.1 points from the same period last
year. Compensation in the operating division increased 29% for
the year to date, due to an increase in the number of employment
consultants, together with the effect of new consultant
compensation arrangements in some branch offices that place
greater emphasis on fixed compensation, while reducing commission
rates. The Company also incurred higher expenses for office
rents, depreciation and bad debt expense. All other general and
administrative expenses were up 3%.
Income from Operations and Other Items
The combined effect of revenues declining 14% while general and
administrative expenses increased by 19% resulted in a $2,177,000
(129%) decrease in income from operations for the year to date.
Interest income increased $54,000 (19%) in the period, primarily
due to higher average interest rates.
The effective income tax rate of 30% for the year to date was
less than the 40% rate last year because certain non-deductible
items affect the rate differently in a loss period than in a
profitable period.
As a result, net income for the year to date was down $1,283,000
(109%) from the prior year.
Financial Condition
As of March 31, 2001, the Company had cash and short-term
investments of $10,198,000. This was a decrease of $2,508,000
from September 30, 2000. Net working capital at March 31, 2001
was $11,023,000, which was a decrease of $277,000 compared with
last September, and the current ratio was 3.9 to 1.
During the six months ended March 31, 2001, net cash used by
operating activities was $660,000, and the Company spent $586,000
for the acquisition of property and equipment. A cash dividend
on common stock of $1,272,000 ($.25 per share) was paid in
January 2001.
All of the Company's office facilities are leased, 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, 2000.
As of March 31, 2001, the Company had no debt outstanding, and it
had a $1,000,000 unused line of credit available. Shareholders'
equity at that date was $14,039,000, which represented 79% of
total assets.
Management believes that existing cash and short-term
investments, together with funds generated by operations, will be
adequate to meet the Company's anticipated needs.
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 growth, and general
statements of optimism 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 28, 2001, 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 4,408,982 208,291
Sheldon Brottman 4,408,098 209,175
Delain G. Danehey 4,409,482 207,791
Herbert F. Imhoff 4,384,522 232,751
Herbert F. Imhoff, Jr. 4,384,695 232,578
Joseph F. Lizzadro 4,409,482 207,791
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 8, 2001 By: /s/ Herbert F. Imhoff, Jr.
Herbert F. Imhoff, Jr.
President
and Chief Operating Officer
Date: May 8, 2001 By: /s/ Kent M. Yauch
Kent M. Yauch
Chief Financial Officer
and Treasurer