COMPUTER HORIZONS CORP
10-Q, 1996-11-07
COMPUTER INTEGRATED SYSTEMS DESIGN
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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 September 27, 1996               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  November  5,  1996,  the  issuer had  16,087,153  shares of common  stock
outstanding.
<PAGE>

                             COMPUTER HORIZONS CORP.


                                      Index
                                                                                

                                                                                

           Part I            Financial Information

                             Consolidated Balance Sheets
                             September 27, 1996 and December 31, 1995    

                             Consolidated Statements of Income
                             Three Months and Nine Months Ended
                             September 27, 1996 and 1995                 

                             Condensed Consolidated Statements of
                             Cash Flows  -  Nine Months Ended
                             September 27, 1996 and 1995                 

                             Notes to Consolidated Financial Statements  

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

           Part II           Other Information                           

                             Signatures                                  



<PAGE>
<TABLE>
<CAPTION>
                                    COMPUTER HORIZONS CORP. AND SUBSIDIARIES

                                          CONSOLIDATED BALANCE SHEETS
                                                  (Unaudited)

                                                                                   September 27,  December 31,
                                                                                       1996          1995
                                                                                      -------      -------
                                                                                          (in thousands)
<S>                                                                                   <C>          <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ....................................................      $ 6,342      $ 9,166
  Accounts receivable, net of allowance for doubtful
    accounts of $1,264,000 and $840,000 at Sept. 27, 1996
    and December 31, 1995, respectively ........................................       53,431       44,729
  Deferred income tax benefit ..................................................        1,292        1,245
  Other ........................................................................        1,035        1,618
                                                                                      -------      -------
          TOTAL CURRENT ASSETS .................................................       62,100       56,758
                                                                                      -------      -------

PROPERTY AND EQUIPMENT .........................................................        9,325        7,454
  Less accumulated depreciation ................................................        4,953        4,031
                                                                                      -------      -------
                                                                                        4,372        3,423
                                                                                      -------      -------

OTHER ASSETS - NET:
  Goodwill .....................................................................       13,368       13,526
  Other ........................................................................        2,581        2,330
                                                                                      -------      -------
          TOTAL OTHER ASSETS ...................................................       15,949       15,856
                                                                                      -------      -------

TOTAL ASSETS ...................................................................      $82,421      $76,037
                                                                                      =======      =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt ............................................      $ 1,824      $ 2,385
  Accrued payroll, payroll taxes and benefits ..................................       11,442       10,812
  Accounts payable .............................................................        1,203        1,746
  Income taxes payable .........................................................        1,263        1,535
  Other accrued expenses .......................................................          597        1,386
                                                                                      -------      -------
          TOTAL CURRENT LIABILITIES ............................................       16,329       17,864
                                                                                      -------      -------

LONG-TERM DEBT .................................................................        1,432        3,299
                                                                                      -------      -------

OTHER LIABILITIES ..............................................................          657          607
                                                                                      -------      -------
<PAGE>
<CAPTION>
                                    COMPUTER HORIZONS CORP. AND SUBSIDIARIES

                                          CONSOLIDATED BALANCE SHEETS
                                                  (Unaudited)
                                                  (continued)

                                                                                   September 27,  December 31,
                                                                                       1996          1995
                                                                                      -------      -------
                                                                                          (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
    17,851,161 shares and 17,407,514 shares at Sept. 27, 1996
    and December 31, 1995, respectively ........................................        1,786        1,741
  Additional paid-in capital ...................................................       29,035       27,416
  Retained earnings ............................................................       47,830       39,758
                                                                                      -------      -------
                                                                                       78,651       68,915
  Less 1,786,883 shares held in treasury, at cost ..............................       14,648       14,648
                                                                                      -------      -------
          TOTAL SHAREHOLDERS' EQUITY ...........................................       64,003       54,267
                                                                                      -------      -------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....................................      $82,421      $76,037
                                                                                      =======      =======


                                See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                COMPUTER HORIZONS CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (Unaudited)

                                                                  THREE MONTHS ENDED                        
                                                ------------------------------------------------------      
                                                      SEPT. 27, 1996                 SEPT. 27, 1995         
                                                ------------------------       -----------------------      
                                                                                                                     
                                                           (in thousands, except per share data)
<S>                                             <C>              <C>           <C>             <C>
REVENUES                                           $57,275       100.0%           $51,467      100.0%        
                                                   -------       ------           -------      ------        

COSTS AND EXPENSES:    
     Direct costs                                   39,756        69.4%            35,696       69.4%        
     Selling, administrative                              
        and general                                 13,177        23.0%            10,922       21.2%        
                                                   -------       ------           -------      ------        
                                                    52,933        92.4%            46,618       90.6%        
                                                   -------       ------           -------      ------        

INCOME FROM OPERATIONS                               4,342         7.6%             4,849        9.4%        
                                                   -------       ------           -------      ------        

OTHER INCOME (expense):                                                             
     Interest income                                    83         0.1%               101        0.2%        
     Interest expense                                  (99)       -0.2%              (137)      -0.3%        
     Equity in Joint Venture net earnings              200         0.3%               124        0.2%        
                                                   -------       ------           -------      ------        
                                                       184         0.3%                88        0.2%        
                                                   -------       ------           -------      ------        

INCOME BEFORE INCOME TAXES                           4,526         7.9%             4,937        9.6%        
                                                   -------       ------           -------      ------        

INCOME TAXES:                                                               
     Current                                         1,358         2.4%             2,240        4.4%        
     Deferred                                          535         0.9%              (107)      -0.2%        
                                                   -------       ------           -------      ------        
                                                     1,893         3.3%             2,133        4.1%        
                                                   -------       ------           -------      ------        

NET INCOME                                          $2,633         4.6%            $2,804        5.4%        
                                                    ======         ===             ======        ===         

EARNINGS PER SHARE:                                                             
     Net income                                      $0.16                          $0.17                    
                                                     =====                          =====                    

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                              16,917,000                     16,418,000                 
                                                ==========                     ==========                 

<PAGE>
<CAPTION>

                                COMPUTER HORIZONS CORP. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (Unaudited)

                                                                       NINE MONTHS ENDED                 
                                                      --------------------------------------------------  
                                                           SEPT. 27, 1996             SEPT. 27, 1995     
                                                      -----------------------     ---------------------- 
                                                              (in thousands, except per share data)
<S>                                                   <C>              <C>        <C>             <C>
REVENUES                                                $170,338       100.0%       $143,731      100.0% 
                                                        --------       ------       --------      ------      
                                                                                                              
COSTS AND EXPENSES:                                                                                           
     Direct costs                                        119,084        69.9%        101,292       70.5%      
     Selling, administrative                                                                                  
        and general                                       37,802        22.2%         30,438       21.2%      
                                                        --------       ------       --------      ------      
                                                         156,886        92.1%        131,730       91.7%      
                                                        --------       ------       --------      ------      
                                                                                                              
INCOME FROM OPERATIONS                                    13,452         7.9%         12,001        8.3%      
                                                        --------       ------       --------      ------      
                                                                                                              
OTHER INCOME (expense):                                                                                       
     Interest income                                         248         0.1%            195        0.1%      
     Interest expense                                       (388)       -0.2%           (571)      -0.4%      
     Equity in Joint Venture net earnings                    643         0.4%            220        0.2%      
                                                        --------       ------       --------      ------      
                                                             503         0.3%           (156)      -0.1%      
                                                        --------       ------       --------      ------      
                                                                                                              
INCOME BEFORE INCOME TAXES                                13,955         8.2%         11,845        8.2%      
                                                        --------       ------       --------      ------      
                                                                                                              
INCOME TAXES:                                                                                                 
     Current                                               5,929         3.5%          5,286        3.7%      
     Deferred                                                (47)        0.0%            (92)      -0.1%      
                                                        --------       ------       --------      ------      
                                                           5,882         3.5%          5,194        3.6%      
                                                        --------       ------       --------      ------      
                                                                                                              
NET INCOME                                                $8,073         4.7%         $6,651        4.6%      
                                                          ======         ===          ======        ===       
                                                                                                              
EARNINGS PER SHARE:                                                                                           
     Net income                                            $0.48                       $0.44                  
                                                           =====                       =====                  
                                                                                                              
WEIGHTED AVERAGE NUMBER OF                                                                                    
SHARES OUTSTANDING                                    16,951,000                  15,201,000    
                                                      ==========                  ==========    

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

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                            
                                                             Nine Months Ended
                                                                  Sept. 27,  
                                                          ----------------------
                                                            1996         1995
                                                          --------     --------
                                                               (in thousands)
<S>                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES .................    $    424     $  1,873
                                                          --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment ...............      (1,871)      (1,596)
   Acquisitions, net .................................        (362)        (668)
   Increase in other assets ..........................        (251)      (1,461)
                                                          --------     --------
                                                            (2,484)      (3,725)
                                                          --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Decrease in notes payable - banks, net ............                   (3,200)
   Payments of long-term debt ........................      (2,428)      (1,556)
   Stock options exercised ...........................       1,664          594
   Proceeds from issuance of stock ...................                   13,280
                                                          --------     --------
                                                              (764)       9,118
                                                          --------     --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .      (2,824)       7,266

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .......       9,166        2,278
                                                          --------     --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ...........    $  6,342     $  9,544
                                                          ========     ========


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               For the Quarters Ended September 27, 1996 and 1995



         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 31, 1995,  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. The details in those notes have
not changed except as a result of normal transactions in the interim.
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               For the Quarters Ended September 27, 1996 and 1995


         For the  third  quarter  and nine  months  ended  September  27,  1996,
revenues increased to $57 million and $170 million, respectively, an 11% and 19%
increase over last year's comparable periods.  These increases reflect continued
growth in the core  staffing  business,  which is up over 26%  compared  to last
year's third quarter.  Year 2000 services revenues,  which were virtually nil in
1995, reached $2.8 million in the third quarter of 1996. The Company's solutions
revenues,  impacted by the unexpected  termination  of certain  contracts in the
second quarter of this year, did not grow year-over-year.

         Direct  costs,  as a  percentage  of  revenues,  was 69.4% in the third
quarter of this year,  unchanged  from a year ago. For the nine  months,  direct
costs decreased to 69.9% from 70.5%. The Company is committed to maintaining and
improving  gross  margins  through cost control and  providing  more value added
services.

         Selling, administrative and general expenses increased, as a percentage
of revenues,  from 21.2% in 1995's third quarter and first nine months, to 23.0%
and 22.2% in this year's third quarter and first nine months, respectively.  The
increase  is  primarily  attributable  to the  investments  associated  with the
Company's Year 2000 strategy,  investments in engagement and technical  managers
necessary to pursue this new business, as well as marketing expenses incurred to
raise  the  Company's  visibility  through  public  relations,  trade  shows and
conferences.

         Other  income/expense  improved in the third quarter and the first nine
months of 1996,  primarily due to the Company's equity in the operating  results
of its Birla  Horizons  joint  venture,  which was formed in 1995, as well as to
additional  interest income received and interest  expense saved relating to the
funds provided by the 1995 secondary public offering.

         Income  before  income taxes was down in the third quarter of this year
as compared to last year's third  quarter,  $4.5 million vs. $4.9  million,  but
increased  for the first  nine  months of this year,  $14.0  million  vs.  $11.8
million. Income before income taxes was adversely affected in the second quarter
and early  third  quarter  of 1996,  by the  unexpected  termination  of certain
contracts.  The  substantial  expenditures  made by the  Company  to  build  the
infrastructure  necessary and capable of handling the major Year 2000 conversion
projects being pursued has also affected the pre-tax numbers.
                                                                               
         The  effective  tax rate for Federal,  state and local income taxes was
42% for the three months and nine months ended September 27, 1996, compared to
43% and 44% for the comparable 1995 periods.

         Net  income was $2.6  million  for the third  quarter of 1996 vs.  $2.8
million for the third quarter of 1995.  Earnings per share were $.16 as compared
to $.17, on 16.9 million  shares in 1996's third quarter vs. 16.4 million shares
a year ago. The increased  shares were  principally the result of the accounting
impact of a higher  common  stock price on existing  stock  options.  Net income
increased  by 21% for 1996's  first nine months to $8.1 million vs. $6.7 million
or $.48 per share vs. $.44 per share as compared  to 1995's  first nine  months.
1995's  earnings  per  share  have  been  restated  to  reflect  the  50%  stock
distribution declared by the Company on December 12, 1995.
<PAGE>
         As of September 27, 1996,  the Company had a current ratio  position of
3.8 to 1, a cash position of $6.3 million and available  bank lines of credit of
$25.0 million.  The Company  continuously  reviews its future cash requirements,
together with its available bank 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  and 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:       November 6, 1996                   /s/John J. Cassese     
                                               ------------------ 
                                                  John J. Cassese 
                                                  Chairman of the Board
                                                  and President


DATE:       November 6, 1996                   /s/Bernhard Hubert
                                               ------------------ 
                                                  Bernhard Hubert 
                                                  Executive Vice President
                                                  and Chief Financial Officer
                                                  (Principal Financial Officer)


DATE:       November 6, 1996                   /s/Michael J. Shea, CPA 
                                               ----------------------- 
                                                  Michael J. Shea, CPA
                                                  Vice President and Controller
                                                  (Principal Accounting Officer)


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-27-1996
<CASH>                                           6,342
<SECURITIES>                                         0
<RECEIVABLES>                                   54,695
<ALLOWANCES>                                     1,264
<INVENTORY>                                          0
<CURRENT-ASSETS>                                62,100
<PP&E>                                           9,325
<DEPRECIATION>                                   4,953
<TOTAL-ASSETS>                                  82,421
<CURRENT-LIABILITIES>                           16,329
<BONDS>                                          1,432
                                0
                                          0
<COMMON>                                         1,786
<OTHER-SE>                                      62,217
<TOTAL-LIABILITY-AND-EQUITY>                    82,421
<SALES>                                              0
<TOTAL-REVENUES>                               170,338
<CGS>                                                0
<TOTAL-COSTS>                                  119,084
<OTHER-EXPENSES>                                37,159
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 140
<INCOME-PRETAX>                                 13,955
<INCOME-TAX>                                     5,882
<INCOME-CONTINUING>                              8,073
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,073
<EPS-PRIMARY>                                     0.48
<EPS-DILUTED>                                     0.48
        

</TABLE>


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