UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2004
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-05707
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Exact name of small business issuer 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
(Issuer's telephone number)
Check whether the issuer (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
March 31, 2004 was 5,135,894.
Transitional small business disclosure format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
March 31 September 30
2004 2003
(In Thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,360 $ 3,905
Accounts receivable, less allowances
(Mar. 2004--$236; Sept. 2003--$238) 1,870 2,095
Other current assets 560 500
Total current assets 5,790 6,500
Property and equipment:
Furniture, fixtures and equipment 4,940 5,037
Accumulated depreciation and amortization (4,139) (3,934)
Net property and equipment 801 1,103
Goodwill 1,088 1,088
Total assets $ 7,679 $ 8,691
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued compensation and payroll taxes $ 1,170 $ 1,054
Other current liabilities 862 1,113
Total current liabilities 2,032 2,167
Shareholders' equity:
Preferred stock, authorized -- 100 shares;
issued and outstanding -- none -- --
Common stock, no-par value; authorized --
20,000 shares; issued and outstanding --
5,136 shares in March 2004 and
5,121 shares in September 2003 51 51
Capital in excess of stated value of shares 4,766 4,736
Retained earnings 830 1,737
Total shareholders' equity 5,647 6,524
Total liabilities and shareholders' equity $ 7,679 $ 8,691
See notes to consolidated financial statements.
2
GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Months Six Months
Ended March 31 Ended March 31
(In Thousands, Except Per Share) 2004 2003 2004 2003
Net revenues:
Contract services $ 3,193 $ 3,394 $ 6,585 $ 6,674
Placement services 1,354 1,136 2,525 2,756
Net revenues 4,547 4,530 9,110 9,430
Operating expenses:
Cost of contract services 2,367 2,394 4,737 4,611
Selling 878 894 1,681 2,018
General and administrative 1,753 2,348 3,622 4,569
Total operating expenses 4,998 5,636 10,040 11,198
Loss from operations (451) (1,106) (930) (1,768)
Investment income 6 6 23 24
Net loss $ (445) $(1,100) $ (907) $(1,744)
Average number of shares -
basic and diluted 5,132 5,121 5,127 5,121
Net loss per share -
basic and diluted $ (.09) $ (.21) $ (.18) $ (.34)
See notes to consolidated financial statements.
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GENERAL EMPLOYMENT ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Six Months
Ended March 31
(In Thousands) 2004 2003
Operating activities:
Net loss $ (907) $(1,744)
Depreciation and other noncurrent items 324 374
Accounts receivable 225 53
Income tax refunds receivable 2 1,287
Accrued compensation and payroll taxes 116 111
Other current items, net (313) (209)
Net cash used by operating activities (553) (128)
Investing activities:
Acquisition of property and equipment (5) (90)
Net cash used by investing activities (5) (90)
Financing activities:
Exercises of stock options 13 --
Net cash provided by financing activities 13 --
Decrease in cash and cash equivalents (545) (218)
Cash and cash equivalents at beginning of period 3,905 4,759
Cash and cash equivalents at end of period $3,360 $ 4,541
See notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Basis of Presentation
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-QSB. 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, 2003.
Income Taxes
There were no credits for income taxes as a result of the pretax
losses in fiscal 2004 and fiscal 2003, because the losses must be
carried forward for income tax purposes and there was not
sufficient assurance that future tax benefits would be realized.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Overview of Operations
The Company provides contract and placement staffing services for
business and industry, specializing in the placement of
information technology, engineering and accounting professionals.
As of March 31, 2004, the Company operated 21 branch offices
located in 11 states.
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 demand for the
Company's employment services has been adversely affected by the
lingering weakness in the employment market caused by economic
and political uncertainties that followed the U.S. economic
recession and terrorist attacks in 2001.
Consolidated net revenues for the second quarter of fiscal 2004
were up fractionally from the second quarter of last year,
including a 19% increase in placement service revenues. The
improvement is attributable to increases in the number of
placements and billable contract hours, despite lower average
hourly billing rates. It was the first year-over-year increase
in quarterly revenues in over three years.
Consolidated net revenues for the first six months of fiscal 2004
were down 3% compared with last year. Soft market conditions and
competitive pricing pressures resulted in lower average fees in
both operating divisions. However, the effect of lower average
fees was partially offset by an increase in the number of
billable contract hours.
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The Company closed six unprofitable branch offices during the
last twelve months. These and other actions taken by management
to control costs resulted in significant reductions in the
Company's operating losses. For the six months ended March 31,
2004, the Company achieved a 10% reduction in total operating
expenses, and the loss from operations was reduced by 47%.
A summary of operating data, expressed as a percentage of
consolidated net revenues, is presented below. Percentages may
not add due to rounding.
Six Months
Ended March 31
2004 2003
Net revenues:
Contract services 72.3% 70.8%
Placement services 27.7 29.2
Net revenues 100.0 100.0
Operating expenses:
Cost of contract services 52.0 48.9
Selling 18.5 21.4
General and administrative 39.8 48.5
Total operating expenses 110.2 118.7
Loss from operations (10.2)% (18.7)%
Six Months Results of Operations
Net Revenues
Consolidated net revenues for the six months ended March 31, 2004
were down $320,000 (3%) from the prior year. That was due to the
combination of an $89,000 (1%) decrease in contract service
revenues and a $231,000 (8%) decrease in placement service revenues.
The decrease in contract service revenues occurred because of a
14% decrease in the average hourly billing rate, which was
substantially offset by a 14% increase in the number of billable
hours. Placement service revenues were down for the period
because of a 7% decrease in the number of placements, together
with a 2% decrease in the average placement fee.
Operating Expenses
Total operating expenses for the six months ended March 31, 2004
were down $1,158,000 (10%) compared with the prior year.
The cost of contract services was up $126,000 (3%) as a result of
the higher number of billable hours. Due to competitive market
conditions, the gross profit margin on contract services declined
2.8 points to 28.1% for the six months ended March 31, 2004,
compared with 30.9% the prior year.
Selling expenses decreased $337,000 (17%) for the period.
Commission expense was down 15% due to the lower placement
service revenues and lower commissionable profits, while
recruitment advertising expense was 38% lower than the prior
year. Selling expenses represented 18.5% of consolidated net
revenues, which was down 2.9 points from the prior year.
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General and administrative expenses decreased $947,000 (21%) for
the six months ended March 31, 2004. Compensation in the
operating divisions decreased 23% due to a reduction in the size
of the consulting staff. Office rent and occupancy costs were
down 22% for the period, due to the effect of office closings,
and all other general and administrative expenses were down 17%.
General and administrative expenses represented 39.8% of
consolidated revenues, and that was down 8.7 points from the
prior year because expenses declined more sharply than revenues.
There were no credits for income taxes as a result of the pretax
losses in fiscal 2004 and fiscal 2003, because the losses must be
carried forward for income tax purposes and there was not
sufficient assurance that future tax benefits would be realized.
Outlook
The Company's current priority is to minimize the impact of the
weak labor market, to return the Company to profitability as soon
as possible, and to be positioned for growth when the demand for
its services improves. Returning the Company to profitability
will require an increase in overall revenues.
Management believes that the key to returning the Company to
profitability will be a sustained increase in national business
spending on computer equipment and software, leading to a rebound
in hiring in the technology sector of the economy.
Management believes that it has taken appropriate actions within
its control to reduce costs to date, consistent with positioning
the Company for the future. It will continue to evaluate the
Company's operations and take appropriate actions to meet the
economic challenges ahead.
Liquidity and Capital Resources
As of March 31, 2004, the Company had cash and cash equivalents
of $3,360,000, which was a decrease of $545,000 from September
30, 2003. Net working capital at March 31, 2004 was $3,758,000,
which was a decrease of $575,000 from September 30, 2003, and the
current ratio was 2.8 to 1. The Company had no long-term debt.
Shareholders' equity as of March 31, 2004 was $5,647,000, which
represented 74% of total assets.
During the six months ended March 31, 2004, the net cash used by
operating activities was $553,000. The $907,000 net loss for the
period was partially offset by depreciation and other non-cash
expenses of $324,000, and working capital items provided $30,000.
The Company's primary source of liquidity is normally from its
operating activities. Despite recent operating losses, the
Company had positive cash flow of $59,000 for the second quarter
of fiscal 2004. Management believes that existing cash balances
will be adequate to finance current operations for the
foreseeable future. Nevertheless, if operating losses were to
continue indefinitely, or if the Company's business were to
deteriorate, such losses would have a material, adverse effect on
the Company's financial condition. External sources of funding
are not likely to be available to support continuing losses.
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Off-Balance Sheet Arrangements
As of March 31, 2004, and during the six months then ended, there
were no transactions, agreements or other contractual
arrangements to which an unconsolidated entity was a party, under
which the Company (a) had any direct or contingent obligation
under a guarantee contract, derivative instrument or variable
interest in the unconsolidated entity, or (b) had a retained or
contingent interest in assets transferred to the unconsolidated
entity.
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. 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.
Item 3. Controls and Procedures.
Disclosure Controls and Procedures
As of March 31, 2004, the Company's management evaluated, with
the participation of its principal executive officer and its
principal financial officer, the effectiveness of the Company's
disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based on that evaluation, the Company's
principal executive officer and its principal financial officer
concluded that the Company's disclosure controls and procedures
were adequate as of March 31, 2004 to ensure that information
required to be disclosed in reports filed or submitted by the
Company under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
Internal Control over Financial Reporting
Under Rules 13a-15 and 15d-15 of the Exchange Act, companies are
required to maintain internal control over financial reporting,
as defined, and company managements are required to evaluate and
report on internal control over financial reporting. Under an
extended compliance period for these rules, the Company must
begin to comply with the evaluation and disclosure requirements
with its annual report for the fiscal year ending September 30, 2005,
and the Company must begin to comply with a requirement to
perform a quarterly
8
evaluation of changes to internal control over financial
reporting that occur thereafter. The Company maintains a system
of internal control over financial reporting. However, as of
March 31, 2004, it had not performed the required evaluations
mentioned above.
There was no change in the Company's internal control over
financial reporting that occurred during the Company's most
recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders on February 23, 2004, 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 elections and the number of votes
withheld, are presented below:
Nominees Votes For Votes Withheld
Dennis W. Baker 4,709,873 81,367
Sheldon Brottman 4,655,372 135,868
Delain G. Danehey 4,709,773 81,467
Herbert F. Imhoff, Jr. 4,707,316 83,924
Joseph F. Lizzadro 4,709,556 81,684
Kent M. Yauch 4,707,948 83,292
Item 6. Exhibits and Reports on Form 8-K.
Exhibits
The following exhibits are filed as a part of this report:
No. Description of Exhibit
31.01 Certification of the principal executive officer required
by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.02 Certification of the principal financial officer required
by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.01 Certifications required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18
of the United States Code.
Reports on Form 8-K
The Company filed the following report on Form 8-K during the
quarter ended March 31, 2004:
The Company reported that it issued a press release on January 27, 2004
containing information regarding its results of operations and financial
condition for the quarter ended December 31, 2003.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GENERAL EMPLOYMENT ENTERPRISES, INC.
(Registrant)
Date: May 6, 2004 By: /s/ Kent M. Yauch
Kent M. Yauch
Vice President, Chief Financial Officer
and Treasurer (Principal financial and
accounting officer and duly authorized
officer)
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