COMPUTER HORIZONS CORP
10-Q, 1996-08-07
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 June 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 August  1,  1996,  the  issuer  had  16,063,278  shares  of  common  stock
outstanding.
<PAGE>
                             COMPUTER HORIZONS CORP.


                                      Index



Part I            Financial Information

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

                  Consolidated Statements of Income
                  Three Months and Six Months Ended
                  June 27, 1996 and June 28, 1995

                  Condensed Consolidated Statements of
                  Cash Flows  -  Six Months Ended
                  June 27, 1996 and June 28, 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)

                                                                          June 27,   December 31,
                                                                            1996        1995
                                                                          -------    ------------
                                                                             (in thousands)
<S>                                                                       <C>          <C>    
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ........................................      $ 8,195      $ 9,166
  Accounts receivable, net of allowance for doubtful
    accounts of $896,000 and $840,000 at June 27, 1996
    and December 31, 1995, respectively ............................       48,197       44,729
  Deferred income tax benefit ......................................        1,827        1,245
  Other ............................................................        2,307        1,618
                                                                          -------      -------
          TOTAL CURRENT ASSETS .....................................       60,526       56,758
                                                                          -------      -------

PROPERTY AND EQUIPMENT .............................................        8,224        7,454
  Less accumulated depreciation ....................................        4,568        4,031
                                                                          -------      -------
                                                                            3,656        3,423
                                                                          -------      -------

OTHER ASSETS - NET:
  Goodwill .........................................................       13,171       13,526
  Other ............................................................        2,631        2,330
                                                                          -------      -------
          TOTAL OTHER ASSETS .......................................       15,802       15,856
                                                                          -------      -------


TOTAL ASSETS .......................................................      $79,984      $76,037
                                                                          =======      =======


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt ................................      $ 1,867      $ 2,385
  Accrued payroll, payroll taxes and benefits ......................       11,451       10,812
  Accounts payable .................................................        1,745        1,746
  Income taxes payable .............................................          986        1,535
  Other accrued expenses ...........................................          650        1,386
                                                                          -------      -------
          TOTAL CURRENT LIABILITIES ................................       16,699       17,864
                                                                          -------      -------

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

OTHER LIABILITIES ..................................................          621          607
                                                                          -------      -------
(Continued)

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

CONSOLIDATED BALANCE SHEETS (Continued)   (Unaudited)

                                                                          June 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
    17,834,161 shares and 17,407,514 shares at June 27, 1996
    and December 31, 1995, respectively ............................        1,783        1,741
  Additional paid-in capital .......................................       28,899       27,416
  Retained earnings ................................................       45,198       39,758
                                                                          -------      -------
                                                                           75,880       68,915
  Less 1,786,883 shares held in treasury, at cost ..................       14,648       14,648
                                                                          -------      -------
          TOTAL SHAREHOLDERS' EQUITY ...............................       61,232       54,267
                                                                          -------      -------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .........................      $79,984      $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                                SIX MONTHS ENDED
                              ------------------------------------------------   ----------------------    ----------------------
                                    June 27, 1996            June 28, 1995           June 27, 1996               June 28, 1995
                              ----------------------    ----------------------   ----------------------    ----------------------
                                                             (in thousands, except per share data)
<S>                           <C>             <C>       <C>             <C>      <C>             <C>       <C>             <C> 
REVENUES ...................     $56,032      100.0%       $48,397      100.0%     $113,063      100.0%       $92,264      100.0%
                              ----------------------    ----------------------   ----------------------    ----------------------

COSTS AND EXPENSES:
     Direct costs ..........      39,960       71.3%        34,230       70.7%       79,328       70.2%        65,596       71.1%
     Selling, administrative
        and general ........      12,505       22.3%        10,222       21.1%       24,625       21.8%        19,516       21.2%
                              ----------------------    ----------------------   ----------------------    ----------------------
                                  52,465       93.6%        44,452       91.8%      103,953       91.9%        85,112       92.2%
                              ----------------------    ----------------------   ----------------------    ----------------------

INCOME FROM OPERATIONS .....       3,567        6.4%         3,945        8.2%        9,110        8.1%         7,152        7.8%
                              ----------------------    ----------------------   ----------------------    ----------------------
OTHER INCOME (expense):
     Interest income .......          62        0.1%            57        0.1%          165        0.1%            94        0.1%
     Interest expense ......        (145)      -0.3%          (222)      -0.5%         (289)      -0.3%          (434)      -0.5%
     Equity in Joint Venture
       net earnings ........         230        0.4%            96        0.2%          443        0.4%            96        0.1%
                              ----------------------    ----------------------   ----------------------    ----------------------
                                     147        0.3%           (69)      -0.1%          319        0.3%          (244)      -0.3%
                              ----------------------    ----------------------   ----------------------    ----------------------

INCOME BEFORE INCOME TAXES..       3,714        6.6%         3,876        8.0%        9,429        8.3%         6,908        7.5%
                              ----------------------    ----------------------   ----------------------    ----------------------

INCOME TAXES:
     Current ...............       2,134        3.8%         1,951        4.0%        4,571        4.0%         3,046        3.3%
     Deferred ..............        (558)      -1.0%          (240)      -0.5%         (582)      -0.5%            15        0.0%
                              ----------------------    ----------------------   ----------------------    ----------------------
                                   1,576        2.8%         1,711        3.5%        3,989        3.5%         3,061        3.3%
                              ----------------------    ----------------------   ----------------------    ----------------------


NET INCOME .................      $2,138        3.8%        $2,165        4.5%       $5,440        4.8%        $3,847        4.2%
                              ======================    ======================   ======================    ======================

EARNINGS PER SHARE:
     Net income ............       $0.13                     $0.15                    $0.32                     $0.26          
                              ==========                ==========               ==========                ==========          


WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING .........  17,057,000                14,931,000               16,968,000                14,592,000          
                              ==========                ==========               ==========                ==========          
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             (Unaudited)

                                                              SIX MONTHS ENDED
                                                          -----------------------
                                                          June 27,       June 28,
                                                            1996           1995
                                                          --------       --------
                                                              (in thousands)
<S>                                                       <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES ...............      $    960       $  1,093
                                                          --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment .............          (770)        (1,077)
   Acquisitions, net ...............................                         (389)
   Increase in other assets ........................          (301)        (1,339)
                                                          --------       --------
                                                            (1,071)        (2,805)
                                                          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Decrease in notes payable - banks, net ..........                       (3,200)
   Payments of long-term debt ......................        (2,385)        (1,556)
   Stock options exercised .........................         1,525            297
   Proceeds from issuance of stock .................                       13,441
                                                          --------       --------
                                                              (860)         8,982
                                                          --------       --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          (971)         7,270

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD .........      $  8,195       $  9,548
                                                          ========       ========

</TABLE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             For the Quarters Ended June 27, 1996 and June 28, 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 June 27, 1996 and June 28, 1995


         For the second  quarter and six months  ended June 27,  1996,  revenues
increased to $56 million and $113 million,  respectively, a 16% and 23% increase
over last year's comparable periods. These increases reflect continued growth in
the  professional  staffing and  solutions  businesses,  when  comparing the two
years. Because of the unexpected  termination of certain contracts in the second
quarter of this year, revenues in the second quarter of 1996 dropped 2% compared
to the first quarter of 1996 ($56 million vs. $57 million).

         As a percentage of revenues,  direct costs increased to 71.3% vs. 70.7%
in the second  quarter of this year as compared to last year.  This increase was
primarily  attributable to the substantial  downtime incurred as a result of the
unexpected contract  termination.  For the six months, direct costs decreased to
70.2% from 71.1%.

         Selling,  administrative and general expenses increased as a percentage
of revenues,  from 21% in 1995's second quarter and first six months,  to 22% in
this year's comparable  periods. In dollars,  the expenditure  increased by $2.3
million from last year, primarily due to the investment associated with our Year
2000 strategy.

         Other  income/expense  improved in the second quarter and the first six
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 adversely affected in the second quarter
of 1996, by the  unexpected  termination  of certain  contracts,  as well as the
substantial  expenditures  made  by the  Company  to  build  the  infrastructure
necessary and capable of handling the major Year 2000 conversion  projects being
pursued.  For the  second  quarter  1996 vs.  1995  comparison,  pre-tax  income
decreased to $3.7 million vs. $3.9 million.  For the six months,  pre-tax income
increased to $9.4 million from $6.9 million,

         The  effective  tax rate for Federal,  state and local income taxes was
42% for the three months and six months ended June 27, 1996, compared to 44% for
the comparable 1995 periods.
<PAGE>
         Net income was $2.1  million  for the second  quarter of 1996 vs.  $2.2
million for the second quarter of 1995. Earnings per share were $.13 as compared
to $.15, on 17.1 million shares in 1996's second quarter vs. 14.9 million shares
a year ago.  The  increased  shares were  principally  the result of a June 1995
equity  financing  and the  accounting  impact of a higher common stock price on
existing stock options.  Net income increased by 41% for 1996's first six months
to $5.4  million  vs.  $3.8  million  or $.32 per  share  vs.  $.26 per share as
compared  to 1995's  first  six  months.  1995's  earnings  per share  have been
restated  to  reflect  the 50% stock  distribution  declared  by the  Company on
December 12, 1995.

         As of June 27, 1996, the Company had a current ratio position of 3.6 to
1, a cash position of $8.2 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: August 1, 1996               /s/    John J. Cassese
      --------------              -----------------------------------------
                                  John J. Cassese, Chairman of the Board
                                  and President
 

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


DATE: August 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-27-1996
<CASH>                                           8,195
<SECURITIES>                                         0
<RECEIVABLES>                                   49,093
<ALLOWANCES>                                       896
<INVENTORY>                                          0
<CURRENT-ASSETS>                                60,526
<PP&E>                                           8,224
<DEPRECIATION>                                   4,568
<TOTAL-ASSETS>                                  79,984
<CURRENT-LIABILITIES>                           16,699
<BONDS>                                          1,432
                                0
                                          0
<COMMON>                                         1,783
<OTHER-SE>                                      59,449
<TOTAL-LIABILITY-AND-EQUITY>                    79,984
<SALES>                                              0
<TOTAL-REVENUES>                               113,063
<CGS>                                                0
<TOTAL-COSTS>                                   79,328
<OTHER-EXPENSES>                                24,182
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 124
<INCOME-PRETAX>                                  9,429
<INCOME-TAX>                                     3,989
<INCOME-CONTINUING>                              5,440
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,440
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .32
        

</TABLE>


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