COMPUTER HORIZONS CORP
10-Q, 1995-08-10
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 June 28, 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 August  4,  1995,  the  issuer  had  10,229,742  shares  of  common  stock
outstanding.
<PAGE>
                            COMPUTER HORIZONS CORP.


                                     Index



Part I            Financial Information

                  Consolidated Balance Sheets
                  June 28, 1995 and December 31, 1994

                  Consolidated Statements of Income
                  Three Months and Six Months Ended
                  June 28, 1995 and 1994

                  Consolidated Statements of Cash Flows
                  Six Months Ended June 28, 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>
                                                                        June 28,     December 31,
                                                                          1995           1994
                                                                        -------        -------
                                                                             (in thousands)
<S>                                                                     <C>            <C>    
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents ...................................        $ 9,548        $ 2,278
   Accounts receivable, net of allowance for doubtful
      accounts of $653,000 and $566,000 at June 28, 1995 and
      December 31, 1994, respectively ..........................         35,872         30,636
   Deferred income tax benefit .................................            756            771
   Other .......................................................          1,238          1,108
                                                                        -------        -------
          TOTAL CURRENT ASSETS .................................         47,414         34,793
                                                                        -------        -------

PROPERTY AND EQUIPMENT .........................................          7,060          5,983
   Less accumulated depreciation ...............................          3,814          3,348
                                                                        -------        -------
                                                                          3,246          2,635
                                                                        -------        -------
OTHER ASSETS-NET:
   Goodwill ....................................................         11,172         11,065
   Other .......................................................          1,996            657
                                                                        -------        -------
          TOTAL OTHER ASSETS ...................................         13,168         11,722
                                                                        -------        -------

TOTAL ASSETS ...................................................        $63,828        $49,150
                                                                        =======        =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable - banks .......................................        $  --          $ 3,200
   Current portion of long-term debt ...........................          1,428          1,556
   Accrued payroll, payroll taxes and benefits .................          8,078          7,305
   Accounts payable ............................................          2,120            560
   Income taxes payable ........................................            791            880
   Other accrued expenses ......................................            610            808
                                                                        -------        -------
          TOTAL CURRENT LIABILITIES ............................         13,027         14,309
                                                                        -------        -------

LONG-TERM DEBT .................................................          2,860          4,288
                                                                        -------        -------

OTHER LIABILITIES ..............................................            515            636
                                                                        -------        -------
</TABLE>
<PAGE>
                    COMPUTER HORIZONS CORP. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (Unaudited)
                                  (Continued)
<TABLE>
<CAPTION>
                                                                        June 28,     December 31,
                                                                          1995           1994
                                                                        -------        -------
                                                                             (in thousands)
<S>                                                                     <C>            <C>    
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
      11,961,875 shares and 10,715,922 shares at June 28,
      1995 and December 31, 1994, respectively .................          1,196          1,072
   Additional paid-in capital ..................................         27,180         13,642
   Retained earnings ...........................................         33,698         29,851
                                                                        -------        -------
                                                                         62,074         44,565
    Less shares held in treasury, at cost: 1,786,883 shares at
      June 28, 1995 and December 31, 1994 ......................         14,648         14,648
                                                                        -------        -------
          TOTAL SHAREHOLDERS' EQUITY ...........................         47,426         29,917
                                                                        -------        -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....................        $63,828        $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                                SIX MONTHS ENDED
                                       -------------------------------------           --------------------------------------
                                       JUNE 28, 1995           JUNE 28, 1994           JUNE 28, 1995            JUNE 28, 1994
                                       -------------           -------------           -------------            -------------
                                                               (in thousands, except per share data)
<S>                                   <C>       <C>           <C>       <C>           <C>      <C>            <C>      <C>   
REVENUES                              $48,397   100.0%        $36,278   100.0%        $92,264  100.0%         $69,449  100.0%
                                      ---------------         ---------------         --------------          -------------- 
COSTS AND EXPENSES:
   Direct Costs                        34,230    70.7%         25,622    70.6%         65,596   71.1%          49,277   71.0%
   Selling, administrative and
     general                           10,222    21.1%          7,858    21.7%         19,516   21.2%          15,139   21.8%
                                      ---------------         ---------------         --------------          -------------- 
                                       44,452    91.8%         33,480    92.3%         85,112   92.2%          64,416   92.8%
                                      ---------------         ---------------         --------------          -------------- 

INCOME FROM OPERATIONS                  3,945     8.2%          2,798     7.7%          7,152     7.8%          5,033    7.2%
                                      ---------------         ---------------         --------------          -------------- 
OTHER INCOME (expense):
   Interest income                         57     0.1%             21     0.1%             94    0.1%              56    0.1%
   Interest expense                      (222)   -0.5%           (180)   -0.5%           (434)  -0.5%            (365)  -0.5%
   Equity in Joint Venture
     net earnings                          96     0.2%                                     96    0.1%
                                      ---------------         ---------------         --------------          -------------- 
                                          (69)   -0.1%           (159)   -0.4%           (244)   0.3%            (309)  -0.4%
                                      ---------------         ---------------         --------------          -------------- 

INCOME BEFORE INCOME TAXES              3,876     8.0%          2,639     7.3%          6,908    7.5%           4,724    6.8%
                                      ---------------         ---------------         --------------          -------------- 
INCOME TAXES:
   Current                              1,951     4.0%          1,165     3.2%           3,046   3.3%           2,080    3.0%
   Deferred                              (240)   -0.5%             15     0.0%              15   0.0%              71    0.1%
                                      ---------------         ---------------         --------------          -------------- 
                                        1,711     3.5%          1,180     3.3%           3,061   3.3%           2,151    3.1%
                                      ---------------         ---------------         --------------          -------------- 

NET INCOME                            $ 2,165     4.5%        $ 1,459     4.0%        $ 3,847    4.2%         $ 2,573    3.7%
                                      ===============         ===============         ==============          ============== 

EARNINGS PER SHARE:
   Net income                           $0.22                   $0.15                   $0.40                   $0.27
                                        =====                   =====                   =====                   =====

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                  9,954,000               9,498,000               9,728,000               9,509,000
                                    =========               =========               =========               =========
</TABLE>

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                           ---------------------------
                                                            June 28,          June 28,
                                                              1995              1994
                                                           ---------         ---------
                                                                  (in thousands)
<S>                                                        <C>               <C>       
CASH FLOWS FROM OPERATING ACTIVITIES ..............        $   1,093         $    (312)
                                                           ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment ............           (1,077)             (974)
   Acquisitions, net ..............................             (389)             (252)
   Increase in other assets .......................           (1,339)              (31)
   Repayment of loans to Officers .................                                608
                                                           ---------         ---------
                                                              (2,805)             (649)
                                                           ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in notes payable - banks, net           (3,200)              600
  Payments of long-term debt ......................           (1,556)           (1,555)
  Stock options exercised .........................              297               651
  Proceeds from common stock offering, net ........           13,441
  Purchase of treasury stock ......................                             (1,296)
                                                           ---------         ---------
                                                               8,982            (1,600)
                                                           ---------         ---------
(INCREASE) DECREASE IN CASH AND
  CASH EQUIVALENTS ................................            7,270            (2,561)

Cash and cash equivalents at beginning
  of year .........................................            2,278             4,370
                                                           ---------         ---------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD ...................................        $   9,548         $   1,809
                                                           =========         =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                            COMPUTER HORIZONS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the Quarters Ended June 28, 1995 and 1994


         The  information  furnished  reflects  all  adjustments  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 and the common stock offering  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  distributed  was transferred  from additional  paid-in capital to
common stock.

         On June 7, 1995, the Company sold 1,140,000  shares of its common stock
in a public offering, realizing net proceeds of approximately $13,400,000.
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                 For the Quarters Ended June 28, 1995 and 1994

     Revenues  for both the second  quarter  and six months  ended June 28, 1995
increased  33% in  comparison  to the same  periods in 1994.  This  increase  is
primarily   attributable  to  continued  growth  in  the  professional  staffing
business, along with accelerating demand in the solutions business.

     As a percentage of revenues,  direct costs were  essentially  unchanged for
the second quarter of 1995 (70.7% vs. 70.6%) and the six month period (71.1% vs.
71.0%)  when  compared to 1994.  The Company is  committed  to  maintaining  and
improving  gross  margins  through cost control and  providing  more value added
services.

     Selling,  administrative  and  general  expenses  have moved in a favorable
direction  in 1995.  As a percent  of  revenues,  they were  21.1% in the second
quarter of 1995, in comparison to 21.7% in 1994.  For the six month period ended
June 28,  1995,  SG&A costs  were  21.2% vs.  21.8% in 1994.  This  decrease  is
attributable  to tighter cost controls and higher  consolidated  revenues during
each period.

     Other income/expense improved in the second quarter ended and the first six
months of 1995, primarily due to the operating results in our newly formed Birla
Horizons joint venture.

     Income before income taxes for the second  quarter of 1995 increased by 47%
($3,876,000 vs.  $2,639,000)  when compared to last year,  while pre-tax margins
increased to 8.0% from 7.3%,  For the six month  period,  income  before  income
taxes was up to 46% ($6,908,000 vs.  $4,724,000) with margins increasing to 7.5%
from 6.8%.  These margin  improvements  are  primarily  the result of lower SG&A
expense as a percent of revenues.

     The effective tax rate for Federal,  state and local income taxes was 44.1%
and 44.3% for the three and six months  ended June 28,  1995,  compared to 44.7%
and 45.5 for the comparable 1994 periods. After accounting for non-tax benefited
charges  such as  goodwill  amortization  and certain  travel and  entertainment
deduction limitations, the Company's standard income tax rate approximates 42%.

     Net income  increased by 48%  ($2,165,000  vs.  $1,459,000)  for the second
quarter and 50%  ($3,847,000  vs.  $2,573,000) for the six months ended June 28,
1995.

     Earnings per share  increased 47% for the second  quarter of 1995 ($.22 vs.
$.15) and 48% for the six months ($.40 vs.  $.27).  Each  period'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 June 28, 1995,  the Company had a current ratio position of 3.6 to 1,
a cash position of $9.5 million and available  lines of credit of $25.0 million.
On June 7, 1995,  the Company  sold  1,140,000  shares of its common  stock in a
public offering  generating  approximately $13.4 million in cash. These proceeds
were  used to repay  outstanding  indebtedness  and  provide  the  Company  with
additional working capital.

     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 for at least the next 12 months.
<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.
<TABLE>
<S>                                                  <C>
                                                     COMPUTER HORIZONS CORP.
                                                     ---------------------------------------
                                                     (Registrant)


DATE:      August 4, 1995                              /s/     John J. Cassese
     -----------------------------------             -----------------------------------
                                                     John Cassese, Chairman of the Board
                                                     and President


DATE:      August 4, 1995                              /s/    Bernhard Hubert
     ------------------------------------            -------------------------------------
                                                     Bernhard Hubert, Executive Vice
                                                     President and Chief Financial Officer
                                                     (Principal Financial Officer)


DATE:       August 4, 1995                             /s/     Michael J. Shea
     ------------------------------------            -------------------------------------
                                                     Michael J. Shea, CPA
                                                     Chief Accounting Officer and Controller
                                                     (Principal Accounting Officer)
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-28-1995
<CASH>                                           9,548
<SECURITIES>                                         0
<RECEIVABLES>                                   36,525
<ALLOWANCES>                                       653
<INVENTORY>                                          0
<CURRENT-ASSETS>                                47,414
<PP&E>                                           7,060
<DEPRECIATION>                                   3,814
<TOTAL-ASSETS>                                  63,828
<CURRENT-LIABILITIES>                           13,027
<BONDS>                                          2,860
<COMMON>                                         1,196
                                0
                                          0
<OTHER-SE>                                      46,230
<TOTAL-LIABILITY-AND-EQUITY>                    63,828
<SALES>                                              0
<TOTAL-REVENUES>                                92,264
<CGS>                                                0
<TOTAL-COSTS>                                   65,596
<OTHER-EXPENSES>                                19,420
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 340
<INCOME-PRETAX>                                  6,908
<INCOME-TAX>                                     3,061
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,847
<EPS-PRIMARY>                                      .40
<EPS-DILUTED>                                      .40
        



</TABLE>


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