COMPUTER HORIZONS CORP
10-Q, 1996-05-07
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 29, 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 April  30,  1996,  the  issuer  had  15,868,005  shares  of  common  stock
outstanding.
<PAGE>
                             COMPUTER HORIZONS CORP.


                                      Index


      Part I            Financial Information

                        Consolidated Balance Sheets
                        March 29, 1996 and December 31, 1995            

                        Consolidated Statements of Income
                        Three Months Ended March 29, 1996
                        and March 30, 1995                              

                        Condensed Consolidated Statements of
                        Cash Flows  -  Three Months Ended
                        March 29, 1996 and March 30, 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)

                                                              March 29,  December 31,
                                                                1996        1995
                                                               -------   -------
                                                                (in thousands)
<S>                                                            <C>       <C>    
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ................................   $ 8,763   $ 9,166
  Accounts receivable, net of allowance for doubtful
    accounts of $922,000 and $840,000 at March 29, 1996
    and December 31, 1995, respectively ....................    48,066    44,729
  Deferred income tax benefit ..............................     1,269     1,245
  Other ....................................................     2,142     1,618
                                                               -------   -------
          TOTAL CURRENT ASSETS .............................    60,240    56,758
                                                               -------   -------

PROPERTY AND EQUIPMENT .....................................     7,768     7,454
  Less accumulated depreciation ............................     4,300     4,031
                                                               -------   -------
                                                                 3,468     3,423
                                                               -------   -------

OTHER ASSETS - NET:
  Goodwill .................................................    13,348    13,526
  Other ....................................................     2,608     2,330
                                                               -------   -------
          TOTAL OTHER ASSETS ...............................    15,956    15,856
                                                               -------   -------


TOTAL ASSETS ...............................................   $79,664   $76,037
                                                               =======   =======


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt ........................   $ 2,385   $ 2,385
  Accrued payroll, payroll taxes and benefits ..............    10,458    10,812
  Accounts payable .........................................       770     1,746
  Income taxes payable .....................................     2,542     1,535
  Other accrued expenses ...................................     1,225     1,386
                                                               -------   -------
          TOTAL CURRENT LIABILITIES ........................    17,380    17,864
                                                               -------   -------

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

OTHER LIABILITIES ..........................................       613       607
                                                               -------   -------
<PAGE>
<CAPTION>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS -- Continued    (Unaudited)

                                                              March 29,  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 17,644,663 shares and 17,407,514 shares at
    March 29, 1996 and December 31, 1995, respectively .....     1,764     1,741
  Additional paid-in capital ...............................    28,196    27,416
  Retained earnings ........................................    43,060    39,758
                                                               -------   -------
                                                                73,020    68,915
  Less 1,786,883 shares held in treasury, at cost ..........    14,648    14,648
                                                               -------   -------
          TOTAL SHAREHOLDERS' EQUITY .......................    58,372    54,267
                                                               -------   -------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................   $79,664   $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
                                                             -------------------------------------------------------------------    
                                                                    MARCH 29, 1996                          MARCH 30, 1995
                                                             ---------------------------             ---------------------------    
                                                                           (in thousands, except per share data)

<S>                                                          <C>                  <C>                 <C>                 <C>   
REVENUES ................................................       $57,031           100.0%                 $43,867          100.0%
                                                             ---------------------------              --------------------------
COSTS AND EXPENSES:                                                     
     Direct costs .......................................        39,368            69.0%                  31,366           71.5%
     Selling, administrative                                             
        and general .....................................        12,120            21.3%                   9,294           21.2%
                                                             ---------------------------              --------------------------
                                                                 51,488            90.3%                  40,660           92.7%
                                                             ---------------------------              --------------------------
                                                                        
INCOME FROM OPERATIONS ..................................         5,543             9.7%                   3,207            7.3%
                                                             ---------------------------              --------------------------
OTHER INCOME (expense):                                                 
     Interest income ....................................           103             0.2%                      37            0.1%
     Interest expense ...................................          (144)           -0.3%                    (212)          -0.5%
     Equity in Joint Venture net earnings ...............           213             0.4%
                                                             ---------------------------              --------------------------
                                                                    172             0.3%                    (175)          -0.4%
                                                             ---------------------------              --------------------------
                                                                        
INCOME BEFORE INCOME TAXES ..............................         5,715            10.0%                   3,032            6.9%
                                                             ---------------------------              --------------------------
INCOME TAXES:                                                           
     Current ............................................         2,437             4.3%                   1,095            2.5%
     Deferred ...........................................           (24)           -0.0%                     255            0.6%
                                                             ---------------------------              --------------------------
                                                                  2,413             4.2%                   1,350            3.1%
                                                             ---------------------------              --------------------------
                                                                        
NET INCOME ..............................................        $3,302             5.8%                  $1,682            3.8%
                                                             ============================              =========================    
EARNINGS PER SHARE:                                                     
     Net income .........................................         $0.20                                    $0.12                 
                                                             ==========                                =========
WEIGHTED AVERAGE NUMBER OF                                              
SHARES OUTSTANDING ......................................    16,880,000                               14,254,000
                                                             ==========                               ==========


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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS         (Unaudited)

                                                            Three Months Ended
                                                           ---------------------
                                                           March 29,    March 30,
                                                             1996         1995
                                                           ---------   ---------
                                                              (in thousands)
<S>                                                         <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES ...................    $  (614)    $(2,144)
                                                            -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment .................       (314)       (285)
   Acquisitions, net ...................................                   (240)
   Increase in other assets ............................       (278)       (121)
                                                            -------     -------
                                                               (592)       (646)
                                                            -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in notes payable - banks, net ..............                    750
   Payments of long-term debt ..........................                   (128)
   Stock options exercised .............................        803         124
                                                            -------     -------
                                                                803         746
                                                            -------     -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...       (403)     (2,044)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD .............    $ 8,763     $   234
                                                            =======     =======


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            For the Quarters Ended March 29, 1996 and March 30, 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 March 29, 1996 and March 30, 1995


         Revenues  for  the  quarter  ended  March  29,  1996  increased  30% in
comparison  to the  same  period  in  1995.  The  revenue  growth  is  primarily
attributable to our Solutions  offerings,  along with continued expansion in the
professional staffing business.

         As a  percentage  of  revenues,  direct  costs  improved  for the first
quarter  of 1996  (69.0%  vs.  71.5%)  when  compared  to 1995.  The  Company is
committed to maintaining  and improving  gross margins  through cost control and
providing more value added services.

         Selling,  administrative  and  general  expenses  remained  essentially
stable as a percentage of revenues (21.3% vs. 21.2%) during 1996's first quarter
in  comparison to the same period last year.  The Company's  efforts to maintain
tight cost control while expanding its Solutions business is being achieved.

         Other  income/expense  improved  in the  quarter  ended  March 29, 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 for the first quarter of 1996  increased by
88%  ($5,715,000  vs.  $3,032,000)  when  compared to last year,  while  pre-tax
margins  increased to 10.0% from 6.9%.  These margin  improvements are primarily
the result of improved  direct cost margin  percentages and more favorable other
income/expense.

         The  effective  tax rate for Federal,  state and local income taxes was
42.2% for the three  months  ended  March 29,  1996,  compared  to 44.5% for the
comparable 1995 period.  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 96% ($3,302,000 vs.  $1,682,000) for the first
quarter of 1996.  Earnings per share  increased by 67% for 1996's first  quarter
($.20 vs. $.12) as compared to 1995's first quarter.  1995's  earnings per share
have been  restated  to  reflect  the 50% stock  distributions  declared  by the
Company on April 25, 1995 and December 12, 1995.

         As of March 29, 1996,  the Company had a current ratio  position of 3.5
to 1, a cash  position  of $8.8  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:       May 1, 1996               /s/    John J. Cassese
     -----------------------         -------------------------------------------
                                     John J. Cassese, Chairman of the Board
                                     and President


DATE:       May 1, 1996               /s/    Bernhard Hubert
     -----------------------         -------------------------------------------
                                     Bernhard Hubert, Executive Vice President
                                     and Chief Financial Officer
                                     (Principal Financial Officer)


DATE:       May 1, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-29-1996
<CASH>                                           8,763
<SECURITIES>                                         0
<RECEIVABLES>                                   48,988
<ALLOWANCES>                                       922
<INVENTORY>                                          0
<CURRENT-ASSETS>                                60,240
<PP&E>                                           7,768
<DEPRECIATION>                                   4,300
<TOTAL-ASSETS>                                  79,664
<CURRENT-LIABILITIES>                           17,380
<BONDS>                                          3,299
                                0
                                          0
<COMMON>                                         1,764
<OTHER-SE>                                      56,608
<TOTAL-LIABILITY-AND-EQUITY>                    79,664
<SALES>                                              0
<TOTAL-REVENUES>                                57,031
<CGS>                                                0
<TOTAL-COSTS>                                   39,368
<OTHER-EXPENSES>                                11,907
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  41
<INCOME-PRETAX>                                  5,715
<INCOME-TAX>                                     2,413
<INCOME-CONTINUING>                              3,302
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,302
<EPS-PRIMARY>                                      .20
<EPS-DILUTED>                                      .20
        

</TABLE>


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