General Employment
TRIAD Personnel
December 2, 2014
Via E-mail
Sonia Barros, Assistant Director
Division of Corporation Finance
United States
Security and Exchange Commission
Washington, D.C. 20549
| Re: | General Employment Enterprises, Inc. |
Preliminary Information Statement on Schedule 14C
Filed November 14, 2014
File No. 001-05707
Dear Ms. Barros:
This email is in response to your letter, referenced above, with the following comment/request:
General
| 1. | Please revise the information statement to include greater detail of the transaction Contemplated by the stock purchase agreement. Refer to Item 11(c) of Schedule 14A. In addition, please furnish financial statements with your amendment or provide us With a detailed explanation as to why you believe financial statements are not Required. Refer to Item 13(a) of Schedule 14A and the instruction thereto. |
General Employment Enterprises, Inc. Response
Management has filed a revised Information Statement in which it added the net proceeds to be received by the Company from the offering in question, the use of those proceeds by the Company, and the certain pro forma financial information as follows:
GENERAL EMPLOYMENT ENTERPRISES, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information is based on the historical financial statements of the Company after giving effect to the proposed issuance of preferred equity. The notes to the unaudited pro forma financial information describes adjustments to the financial information presented.
The unaudited pro forma combined balance sheet are presented as if the issuance had occurred on June 30, 2014.
The unaudited pro forma balance sheet should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company included in the annual report on form 10-K for the year ended September 30, 2013.
General Employment Enterprises, Inc.
TRIAD Personnel Services, Inc.
184 Shuman Blvd, Suite 420
Naperville, IL 60563
(630) 954-0400 FAX (630) 954-0447
General Employment
TRIAD Personnel
GENERAL EMPLOYMENT ENTERPRISES, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2014
(UNAUDITED)
(In Thousands)
| GENERAL EMPLOYMENT |
PROFORMA ADJUSTMENTS |
PROFORMA | ||||||||||
| ASSETS |
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| CURRENT ASSETS: |
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| Cash and cash equivalents |
$ | 66 | 2,000 | $ | 2,066 | |||||||
| Accounts receivable |
6,028 | 6,028 | ||||||||||
| Other current assets |
682 | 682 | ||||||||||
| Assets of discontinued operations |
229 | 229 | ||||||||||
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| Total current assets |
7,005 | 9,005 | ||||||||||
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| Property and equipment, net |
476 | 476 | ||||||||||
| Goodwill |
1,106 | 1,106 | ||||||||||
| Intangible assets, net |
1,640 | 1,640 | ||||||||||
| Other assets |
32 | 32 | ||||||||||
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| TOTAL ASSETS |
$ | 10,259 | $ | 12,259 | ||||||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| CURRENT LIABILITIES: |
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| Short-term debt |
$ | 3,266 | $ | 3,266 | ||||||||
| Accounts payable |
1,447 | 1,447 | ||||||||||
| Accrued compensation |
2,958 | 2,958 | ||||||||||
| Other current liabilities |
909 | 909 | ||||||||||
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| Total current liabilities |
8,580 | 8,580 | ||||||||||
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| Long-term liabilities |
39 | 39 | ||||||||||
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| Commitments and contingencies |
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| SHAREHOLDERS’ EQUITY |
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| Preferred stock; no par value; authorized - 20,000 shares; issued and outstanding - none |
— | 2,000 | 2,000 | |||||||||
| Common stock, no-par value; authorized - 200,000 shares; issued and outstanding - 22,799 shares |
11,298 | 11,298 | ||||||||||
| Additional paid in capital - warrants |
168 | 168 | ||||||||||
| Accumulated deficit |
(9,826 | ) | (9,826 | ) | ||||||||
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| Total shareholders’ equity |
1,640 | 3,640 | ||||||||||
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| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | 10,259 | $ | 12,259 | ||||||||
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In submitting this response, the Company acknowledges that: (i) the Company is responsible for the adequacy of the disclosures in the Information Statement; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Sincerely, |
| Andrew J. Norstrud |
| Chief Executive Officer |
General Employment Enterprises, Inc.
TRIAD Personnel Services, Inc.
184 Shuman Blvd, Suite 420
Naperville, IL 60563
(630) 954-0400 FAX (630) 954-0447