COMPUTER HORIZONS CORP
10-Q, 1995-05-05
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  --------------------------------------------
                                  F O R M 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  -------------------------------------------


For Quarter Ended March 30, 1995                   Commission File Number 0-7282
                  --------------                                          ------

                            COMPUTER HORIZONS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New York                                         13-2638902
- -------------------------------                       ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

        49 Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip code)

       Registrant's telephone number, including area code (201) 402-7400

                                 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 of 1934 during
the preceding  twelve 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.

                                X
                               ---              --
                               Yes              No

As of May 2, 1995, the issuer had 8,993,937 shares of common stock  outstanding,
after retroactively  adjusting for the three-for-two common stock split declared
on April 25, 1995 (see Notes to Consolidated Financial Statements).
<PAGE>
                            COMPUTER HORIZONS CORP.


                                     Index


         Part I            Financial Information

                           Consolidated Balance Sheets
                           March 30, 1995 and December 31, 1994

                           Consolidated Statements of Income
                           Three Months Ended March 30, 1995 and
                           1994 

                           Consolidated Statements of Cash Flows
                           Three Months Ended March 30, 1995 and
                           1994

                           Notes to Consolidated Financial
                           Statements

                           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations


         Part II           Other Information

                           Signatures
<PAGE>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
                                                                     Mar. 30,    Dec. 31,
                                                                       1995        1994
                                                                     --------    --------
                                                                        (in thousands)
<S>                                                                  <C>         <C>    
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents ...................................     $   234     $ 2,278
   Accounts receivable, net of allowance for doubtful
      accounts of $542,000 and $566,000 at March 30, 1995 and
      December 31, 1994, respectively ..........................      34,525      30,636
   Deferred income tax benefit .................................         516         771
   Other .......................................................       1,380       1,108
                                                                     -------     -------
          TOTAL CURRENT ASSETS .................................      36,655      34,793
                                                                     -------     -------
PROPERTY AND EQUIPMENT .........................................       6,268       5,983
   Less accumulated depreciation ...............................       3,577       3,348
                                                                     -------     -------
                                                                       2,691       2,635
                                                                     -------     -------
OTHER ASSETS-NET:
   Goodwill ....................................................      11,337      11,065
   Other .......................................................         778         657
                                                                     -------     -------
          TOTAL OTHER ASSETS ...................................      12,115      11,722
                                                                     -------     -------

TOTAL ASSETS ...................................................     $51,461     $49,150
                                                                     =======     =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable - banks .......................................     $ 3,950     $ 3,200
   Current portion of long-term debt ...........................       1,428       1,556
   Accrued payroll, payroll taxes and benefits .................       6,441       7,305
   Accounts payable ............................................         731         560
   Income taxes payable ........................................       1,422         880
   Other accrued expenses ......................................         857         808
                                                                     -------     -------
          TOTAL CURRENT LIABILITIES ............................      14,829      14,309
                                                                     -------     -------

LONG-TERM DEBT .................................................       4,288       4,288
                                                                     -------     -------

OTHER LIABILITIES ..............................................         621         636
                                                                     -------     -------

SHAREHOLDERS' EQUITY:
   Preferred stock, $.10 par; authorized and unissued 200,000
      shares, including 50,000 Series A
   Common  stock, $.10 par; authorized 30,000,000 shares; issued
      10,758,320 shares and 10,715,922 shares at March 30, 1995
      and December 31, 1994, respectively ......................       1,076       1,072
   Additional paid-in capital ..................................      13,762      13,642
   Retained earnings ...........................................      31,533      29,851
                                                                     -------     -------
                                                                      46,371      44,565
   Less shares held in treasury, at cost: 1,786,883 shares at
      March 30, 1995 and December 31, 1994 .....................      14,648      14,648
                                                                     -------     -------
          TOTAL SHAREHOLDERS' EQUITY ...........................      31,723      29,917
                                                                     -------     -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....................     $51,461     $49,150
                                                                     =======     =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME             (Unaudited)
<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                      ----------------------------------------------------   
                                                          MARCH 30, 1995                MARCH 30, 1994
                                                      ----------------------        ----------------------
                                                               (in thousands, except per share data)

<S>                                                   <C>             <C>            <C>             <C>   
REVENUES ....................................         $43,867         100.0%         $33,171         100.0%
                                                      -------         -----          -------         ----- 

COSTS AND EXPENSES:
   Direct Costs .............................          31,366          71.5%          23,655          71.3%
   Selling, administrative and general ......           9,294          21.2%           7,281          21.9%
                                                      -------         -----          -------         ----- 
                                                       40,660          92.7%          30,936          93.3%
                                                      -------         -----          -------         ----- 

INCOME FROM OPERATIONS ......................           3,207           7.3%           2,235           6.7%
                                                      -------         -----          -------         ----- 

OTHER INCOME (expense):
   Interest income ..........................              37           0.1%              35           0.1%
   Interest expense .........................            (212)         -0.5%            (185)         -0.6%
                                                      -------         -----          -------         ----- 
                                                         (175)         -0.4%            (150)         -0.5%
                                                      -------         -----          -------         ----- 

INCOME BEFORE INCOME TAXES ..................           3,032           6.9%           2,085           6.3%
                                                      -------         -----          -------         ----- 

INCOME TAXES:
   Current ..................................           1,095           2.5%             915           2.8%
   Deferred .................................             255           0.6%              56           0.2%
                                                      -------         -----          -------         ----- 
                                                        1,350           3.1%             971           2.9%
                                                      -------         -----          -------         ----- 




NET INCOME ..................................         $ 1,682           3.8%         $ 1,114           3.4%
                                                      =======         =====          =======         ===== 

EARNINGS PER SHARE:
   Net income ...............................         $  0.18                        $  0.12
                                                      =======                        =======

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       9,502,000                      9,520,000
                                                    =========                      =========

</TABLE>
See notes to consolidated financial statements.
<PAGE>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                         ------------------------
                                                          March 30,     March 30,
                                                            1995          1994
                                                         ------------------------
                                                              (in thousands)
<S>                                                      <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES .............       $(2,144)       $(2,373)
                                                         -------        ------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment ...........          (285)          (436)
   Acquisitions, net .............................          (240)
   (Increase) decrease in other assets ...........          (121)            11
                                                         -------        ------- 
                                                            (646)          (425)
                                                         -------        ------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in notes payable - banks, net .........           750            200
  Payments of long-term debt .....................          (128)          (127)
  Stock options exercised ........................           124            119
                                                         -------        ------- 
                                                             746            192
                                                         -------        ------- 

NET DECREASE IN CASH AND
  CASH EQUIVALENTS ...............................        (2,044)        (2,606)

Cash and cash equivalents at beginning
  of year ........................................         2,278          4,370
                                                         -------        ------- 

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD ..................................       $   234        $ 1,764
                                                         =======        =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                            COMPUTER HORIZONS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the Quarters Ended March 30, 1995 and 1994


         The  information  furnished  reflects all  adjustments  (consisting  of
normal recurring  accruals) which, in the opinion of the Company,  are necessary
to present  fairly its  consolidated  financial  position and the results of its
operations and changes in financial position for the periods indicated.

         Reference is made to the Company's annual financial  statements for the
year ended  December 3l, l994,  for a description  of the  accounting  policies,
which have been continued without change. Also refer to the footnotes with those
annual statements for additional details of the Company's  financial  condition,
results of  operations  and changes in cash flows.  Except for the common  stock
split described  below,  the details in those notes have not changed except as a
result of normal transactions in the interim.

         On April 25, 1995, the Company  declared a  three-for-two  common stock
split in the form of a 50% stock  distribution  to shareholders of record on May
9, 1995,  payable on May 30, 1995. An amount equal to the $0.10 par value of the
common shares to be distributed was  retroactively  transferred  from additional
paid-in capital to common stock.





<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                 For the Quarters Ended March 30, 1995 and 1994



         Consolidated  revenues  for the first  quarter  of 1995  increased  32%
compared to the first  quarter of 1994.  The increase was the result of both the
further  development  of the  Company's  solutions  business  and the  continued
expansion in its core  business of  providing  professional  software  personnel
services.

         Direct costs as a percentage  of  consolidated  revenues were 71.5% and
71.3% for the first quarters of 1995 and 1994, respectively.

         Selling, administrative and general expenses were 21.2% of consolidated
revenues for the first quarter of 1995, compared to 21.9% for the same period in
1994.  This  decrease is  attributable  to both tighter cost controls and higher
consolidated  revenues during the past year. The dollar  expenditures  were $9.3
million and $7.3 million for the respective periods.

         First quarter income from operations was $3.2 million in 1995, compared
to $2.2 million in 1994, representing 7.3% and 6.7% of consolidated revenues for
1995 and 1994,  respectively.  The gains are primarily attributable to increased
revenues and various cost  containment  initiatives.  The Company's  business is
labor  intensive  and,  as such,  is  sensitive  to  inflationary  trends.  This
sensitivity applies to client billing rates, as well as payroll costs.

         The Company's  effective  tax rate for Federal,  state and local income
taxes was 44.5% and 46.6% for the  periods  ended  March 30,  1995 and March 30,
1994,  respectively.  The effective rate for the first quarter of 1995 decreased
due to profits increasing more than non-tax benefited charges.  After accounting
for non-tax benefited  charges such as goodwill  amortization and certain travel
and entertainment deduction limitations,  the Company's standard marginal income
tax rate approximates 42%.

         Consolidated net income for the first quarter of 1995 was $1.7 million,
or $.18 per share,  compared with $1.1 million,  or $.12 per share in 1994. Each
quarter's  earnings  per  share  have been  restated  to  reflect  the 50% stock
distribution   declared  by  the  Company  on  April  25,  1995  (see  Notes  to
Consolidated Financial Statements).

         As of March 30,  1995,  the  Company  had a current  ratio of 2.5 to 1.
Available  bank lines of credit  totaled  $8.0  million at March 30, 1995 ($12.0
million  less $4.0  million  outstanding).  As of May 2, 1995,  the  outstanding
borrowings under these facilities was $6.2 million. Borrowings have been used to
finance the growth in accounts receivable resulting from increased revenues and,
in the first  quarter of 1995,  the  effect of normal  year-end  purchase  order
expirations and resultant payment delays.

         The Company continuously reviews its future cash requirements, together
with its available lines of credit and internally  generated  funds. The Company
believes  it  will  meet  all  working  capital  obligations  and  fund  further
development of its business at least through the end of 1995.
<PAGE>
                           PART II Other Information



Item 6.

     b) No reports on Form 8-K have been filed during the quarter for which this
        report is filed.



                                   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.


                                                    COMPUTER HORIZONS CORP.
                                              ----------------------------------
                                                         (Registrant)


DATE:      May 3, 1995                        /s/ John J. Cassese
     ---------------------                    ----------------------------------
                                              John Cassese, Chairman of the
                                              Board and President


DATE:      May 3, 1995                        /s/ Bernhard Hubert
     ---------------------                    ----------------------------------
                                              Bernhard Hubert, Executive Vice
                                              President and Chief Financial
                                              Officer (Principal Financial
                                              Officer)


DATE:      May 3, 1995                        /s/ Michael J. Shea, CPA
     ---------------------                    ----------------------------------
                                              Michael J. Shea, CPA
                                              Chief Accounting Officer and
                                              Controller (Principal Accounting
                                              Officer)

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-30-1995
<CASH>                                             234
<SECURITIES>                                         0
<RECEIVABLES>                                   35,067
<ALLOWANCES>                                       542
<INVENTORY>                                          0
<CURRENT-ASSETS>                                36,655
<PP&E>                                           6,268
<DEPRECIATION>                                   3,577
<TOTAL-ASSETS>                                  51,461
<CURRENT-LIABILITIES>                           14,829
<BONDS>                                          4,288
<COMMON>                                         1,076
                                0
                                          0
<OTHER-SE>                                      30,647
<TOTAL-LIABILITY-AND-EQUITY>                    51,461
<SALES>                                              0
<TOTAL-REVENUES>                                43,867
<CGS>                                                0
<TOTAL-COSTS>                                   31,366
<OTHER-EXPENSES>                                 9,294
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 175
<INCOME-PRETAX>                                  3,032
<INCOME-TAX>                                     1,350
<INCOME-CONTINUING>                              1,682
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,682
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                      .18
        



</TABLE>


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