COMPUTER HORIZONS CORP
10-Q, 1998-08-13
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 29, 1998                    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 (973) 299-4000
                                                          --------------

                                 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  7,  1998  the  issuer  had  30,869,919  shares  of  common  stock
outstanding.
<PAGE>
                             COMPUTER HORIZONS CORP.


                                      Index


                                                                  

Part I            Financial Information

                  Consolidated Balance Sheets
                  June 29, 1998 and December 31, 1997             

                  Consolidated Statements of Income
                  Three Months and Six Months Ended
                  June 29, 1998 and June 27, 1997                 

                  Condensed Consolidated Statements of
                  Cash Flows  -  Six Months Ended
                  June 29, 1998 and June 27, 1997                 

                  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 29,   December 31,
                                                                                 1998         1997
                                                                               --------     --------
                                                                              (dollars in thousands)
<S>                                                                            <C>          <C>     
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                    $ 73,667     $ 92,087
  Short term investments                                                         31,451       13,165
  Accounts receivable, net of allowance for doubtful
    accounts of $1,991,000 and $1,742,000 at June 29, 1998
    and December 31, 1997, respectively                                         107,438       81,547
  Deferred income tax benefit                                                     2,180        1,818
  Other                                                                           1,468        1,207
                                                                               --------     --------
          TOTAL CURRENT ASSETS                                                  216,204      189,824
                                                                               --------     --------

PROPERTY AND EQUIPMENT                                                           18,175       12,801
  Less accumulated depreciation                                                   8,488        7,101
                                                                               --------     --------
                                                                                  9,687        5,700
                                                                               --------     --------

OTHER ASSETS - NET:
  Goodwill                                                                       16,511       17,090
  Deferred income tax benefit                                                     2,057          852
  Other                                                                           7,243        4,280
                                                                               --------     --------
          TOTAL OTHER ASSETS                                                     25,811       22,222
                                                                               --------     --------

TOTAL ASSETS                                                                   $251,702     $217,746
                                                                               ========     ========
(Continued)
<PAGE>
<CAPTION>
COMPUTER HORIZONS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS               (Unaudited)

                                                                               June 29,   December 31,
                                                                                 1998         1997
                                                                               --------     --------
                                                                              (dollars in thousands)
<S>                                                                            <C>          <C>     
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                                            $  1,010     $  1,473
  Accrued payroll, payroll taxes and benefits                                    18,194       18,231
  Accounts payable                                                                5,783        2,211
  Income taxes payable                                                            1,693        4,309
  Other accrued expenses                                                          9,084        3,145
                                                                               --------     --------
          TOTAL CURRENT LIABILITIES                                              35,764       29,369
                                                                               --------     --------

LONG-TERM DEBT                                                                    1,000         --
                                                                               --------     --------

OTHER LIABILITIES                                                                 5,466        2,283
                                                                               --------     --------

SHAREHOLDERS' EQUITY:
  Preferred stock, $.10 par; authorized and unissued 200,000
    shares, including 50,000 Series A
  Common stock, $.10 par, authorized 60,000,000 shares; issued
    32,201,282 shares and 31,247,069 shares at June 29, 1998
    and December 31, 1997, respectively                                           3,220        3,125
  Additional paid-in capital                                                    118,215      117,806
  Foreign currency translation adjustment                                           231          173
  Retained earnings                                                              98,868       78,862
                                                                               --------     --------
                                                                                220,534      199,966
  Less shares held in treasury, at cost;  1,349,671 shares and
    1,692,253 shares at June 29 1998 and December 31, 1997, respectively         11,062       13,872
                                                                               --------     --------
          TOTAL SHAREHOLDERS' EQUITY                                            209,472      186,094
                                                                               --------     --------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $251,702     $217,746
                                                                               ========     ========

</TABLE>

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

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                                                 THREE MONTHS ENDED                           SIX MONTHS ENDED
                                    -----------------------------------------    -------------------------------------------
                                       JUNE 29, 1998          JUNE 27, 1997         JUNE 29, 1998           JUNE 27, 1997
                                    -------------------    ------------------    -------------------    --------------------
                                                         (dollars in thousands, except per share data)
<S>                               <C>            <C>    <C>            <C>     <C>            <C>     <C>             <C>
REVENUES:
    Services                        $118,144      95.5%    $83,645     100.0%    $226,117      96.1%    $160,850      100.0%
    Products                           5,592       4.5%       --                    9,130       3.9%         --
                                    -------------------    ------------------    -------------------    --------------------
                                     123,736     100.0%     83,645     100.0%     235,247     100.0%     160,850      100.0%
                                    -------------------    ------------------    -------------------    --------------------
COSTS AND EXPENSES:
     Direct costs - Services          78,702      63.6%     56,102      67.1%     148,854      63.3%     108,587       67.5%
     Direct costs - Products             918       0.7%       --                    1,511       0.6%         --
     Selling, general and
        administrative                26,244      21.2%     18,317      21.9%      50,683      21.5%      35,420       22.0%
    Merger-related expenses            2,209       1.8%       --                    3,537       1.5%         --
                                    -------------------    ------------------    -------------------    --------------------
                                     108,073      87.3%     74,419      89.0%     204,585      87.0%     144,007       89.5%
                                    -------------------    ------------------    -------------------    --------------------

INCOME FROM OPERATIONS                15,663      12.7%      9,226      11.0%      30,662      13.0%      16,843       10.5%
                                    -------------------    ------------------    -------------------    --------------------

OTHER INCOME (expense):
     Interest income                   1,542       1.2%        143       0.2%       2,875       1.2%         313        0.2%
     Interest expense                    (16)      0.0%       (112)     -0.1%         (16)      0.0%        (225)      -0.1%
     Equity in Joint Venture
       net earnings (loss)                 0       0.0%         63       0.1%         (90)      0.0%         213        0.1%
                                    -------------------    ------------------    -------------------    --------------------
                                       1,526       1.2%         94       0.1%       2,769       1.2%         301        0.2%
                                    -------------------    ------------------    -------------------    --------------------

INCOME BEFORE INCOME TAXES            17,189      13.9%      9,320      11.1%      33,431      14.2%      17,144       10.7%
                                    -------------------    ------------------    -------------------    --------------------

INCOME TAXES:
     Current                           8,346       6.7%      4,772       5.7%      16,276       6.9%       8,042        5.0%
     Deferred                           (693)     -0.6%       (795)     -1.0%      (1,017)     -0.4%        (744)      -0.5%
                                    -------------------    ------------------    -------------------    --------------------
                                       7,653       6.2%      3,977       4.8%      15,259       6.5%       7,298        4.5%
                                    -------------------    ------------------    -------------------    --------------------


NET INCOME                          $  9,536       7.7%    $ 5,343       6.4%    $ 18,172       7.7%    $  9,846        6.1%
                                    ==================     =================     ==================     =================== 
(Continued)

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

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                                                 THREE MONTHS ENDED                           SIX MONTHS ENDED
                                    -----------------------------------------    -------------------------------------------
                                       JUNE 29, 1998          JUNE 27, 1997         JUNE 29, 1998           JUNE 27, 1997
                                    -------------------    ------------------    -------------------    --------------------
                                                         (dollars in thousands, except per share data)
<S>                               <C>            <C>    <C>            <C>     <C>            <C>     <C>             <C>
EARNINGS PER SHARE:
    Basic                           $   0.31               $  0.20               $   0.59                $  0.37
                                    ========               =======               ========                =======
    Diluted                         $   0.30               $  0.19               $   0.56                $  0.35
                                    ========               =======               ========                =======


WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
    Basic                         30,827,000            26,830,000             30,771,500             26,782,500
    Diluted                       32,214,000            28,248,000             32,246,000             28,166,500
                                  ==========            ==========             ==========             ==========




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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            Six Months Ended
                                                        -----------------------
                                                        June 29,       June 27,
                                                          1998           1997
                                                        --------       --------
                                                            (in thousands)

<S>                                                     <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES                    $  4,082       ($ 5,472)
                                                        --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of short-term investments                   (17,636)             0
   Purchases of property and equipment                    (4,940)          (975)
   (Increase) decrease in other assets                      (586)          (523)
                                                        --------       --------
                                                         (23,162)        (1,498)
                                                        --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of long-term debt                            (1,432)        (1,867)
   Dividends paid                                           (773)          (511)
   Stock options exercised                                 2,865          2,187
                                                        --------       --------
                                                             660           (191)
                                                        --------       --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                (18,420)        (7,161)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            92,087         14,127
                                                        --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $ 73,667       $  6,966
                                                        ========       ========

</TABLE>
See notes to consolidated financial statements.

<PAGE>
                             COMPUTER HORIZONS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             For the Quarters Ended June 29, 1998 and June 27, 1997


         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, 1997,  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.

         On June 24,  1998,  the Company  announced  that it had  completed  the
acquisition  of  Spargo  Consulting  PLC  (Spargo),  an  information  technology
consultancy service provider, organized under the laws of the United Kingdom for
1,887,000 shares of Computer Horizon stock.  This transaction has been accounted
for as a pooling  of  interests  and,  accordingly  the  consolidated  financial
statements for the periods  presented have been restated to include the accounts
of Spargo.

         The reconciliation below details the effects of the pooling noted above
on the previously  reported  revenues,  net income and earnings per share of the
separate companies for the periods preceding the acquisition.
<TABLE>
<CAPTION>
                                              Three Months           
                                                 Ended        Year Ended       Year Ended      Year Ended      
                                            March 31, 1998        1997            1996           1995           
                                            --------------    -----------     ------------    ----------  
<S>                                           <C>             <C>             <C>             <C>    
           Computer Horizons Corp.               107,101         334,729         249,152         213,165
           Spargo                                  4,410          15,581          12,259          11,327
                                              ==========      ==========      ==========      ==========
           Combined                              111,511         350,310         261,411         224,492
                                              ==========      ==========      ==========      ==========
Net Income
           Computer Horizons Corp.                 8,176          22,644          11,864          10,425
           Spargo                                    461           1,902           1,212             873
                                              ==========      ==========      ==========      ==========
           Combined                                8,637          24,546          13,076          11,298
                                              ==========      ==========      ==========      ==========
Earnings Per Share
Basic
           Computer Horizons Corp.                  0.28            0.88            0.48            0.46
           Spargo                                   0.00            0.01            0.02            0.00
                                              ==========      ==========      ==========      ==========
           Combined                                 0.28            0.89            0.50            0.46
                                              ==========      ==========      ==========      ==========
Diluted
           Computer Horizons Corp.                  0.27            0.84            0.46            0.44
           Spargo                                   0.00            0.01            0.01            0.00
                                              ==========      ==========      ==========      ==========
           Combined                                 0.27            0.85            0.47            0.44
                                              ==========      ==========      ==========      ==========
Shares Outstanding
           Basic                              30,714,000      27,567,000      26,380,000      24,312,000
           Diluted                            32,278,000      29,013,000      27,939,000      25,842,000
</TABLE>
<PAGE>

         On February  27, 1998 the Company  acquired all the shares of Princeton
Softech, Inc.  ("Princeton") in exchange for 954,213 shares of Computer Horizons
stock.  The results of Princeton,  which is being accounted for as an immaterial
pooling are included from January 1, 1998.

         Earnings per Share:  Basic  Earnings Per Share  ("EPS") is based on the
weighted average number of common shares  outstanding  without  consideration of
common stock  equivalents.  Diluted  earnings per share is based on the weighted
average  number  of  common  and  common  equivalent  shares  outstanding.   The
calculation  takes into  account the shares that may be issued upon  exercise of
stock  options,  reduced by the shares  that may be  repurchased  with the funds
received from the exercise, based on the average price during the year.

         In accordance with SFAS No.128, the table below presents both basic and
diluted earnings per share:
<PAGE>
<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                        June 29,              June 27,
                                                                          1998                  1997
                                                                       ----------            ----------
<S>                                                                    <C>                   <C>       
Numerator:
         Net income                                                       $18,172                $9,846

Denominator:
         Denominator for basic earnings per share
            Weighted average shares outstanding                        30,771,500            26,782,500

Effect of stock options                                                 1,474,500             1,384,000
Dilutive potential earnings per share:
         Denominator for diluted earnings per share
            Adjusted weighted average shares
            outstanding and assumed conversions                        32,246,000            28,166,500

Basic earnings per share                                                    $0.59                 $0.37

Diluted earnings per share                                                  $0.56                 $0.35
</TABLE>

         The  computation of diluted  earnings per share  excludes  options with
exercise prices greater than the average market price.  During 1998,  there were
145,125  excluded  options  outstanding at June 29, 1998 with exercise prices of
$39.50 to $45.50 per share.  All options to purchase shares of common stock were
included in the computation of diluted earnings per share in 1997.


Subsequent Events

         On July 2, 1998, the company  acquired the assets of Infomatics  Search
Group  ("ISG")  for  approximately  $21.6  million  in cash.  ISG is a  Toronto,
Canada-based  information  technology  services firm, offering both professional
staffing and career  placement  services.  The acquisition will be accounted for
under the purchase method of accounting.

         On August 5, 1998,  the company  acquired the assets of RPM  Consulting
("RPM")  for a  combination  of cash  and  stock  totaling  approximately  $27.7
million.  RPM, based in Maryland,  is a leading provider of electronic  commerce
solutions  and  enterprise  management  development.  The  acquisition  will  be
accounted for under the purchase method of accounting.
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

             For the Quarters Ended June 29, 1998 and June 27, 1997


     Revenues.  Revenues  increased to $123.7  million in the second  quarter of
1998 from $83.6  million in the second  quarter of 1997,  an  increase  of $40.1
million or 48.0%.  Staffing  revenues  increased to $62.6  million in the second
quarter of 1998 from $54.3  million in the second  quarter of 1997 , an increase
of $8.3  million  or  15.3%.  Total  solutions  revenues,  including  Year  2000
revenues,  increased to $55.6  million in the second  quarter of 1998 from $29.4
million in the second  quarter of 1997 , an increase of $26.2  million or 89.1%.
Year 2000 services revenues  increased to $36.6 million in the second quarter of
1998 from $16.4  million in the second  quarter of 1997,  an  increase  of $20.2
million.  The Company's Year 2000 business accounted for 29.5% of total revenues
in the  second  quarter of 1998  versus  19.6% of total  revenues  in the second
quarter of 1997. Solutions revenues,  excluding Year 2000 services, increased to
$19.0  million  in the second  quarter of 1998 from $13.0  million in the second
quarter of 1997,  an increase of $6.0 million or 46.2%.  The  Company's  product
revenues totaled $5.6 million for the second quarter of 1998.

    Revenues  increased  to $235.2  million in the first six months of 1998 from
$160.9  million in the first six months of 1997, an increase of $74.3 million or
46.2%.  Staffing revenues increased to $121.1 million in the first six months of
1998 from $107.3  million in the first six months of 1997,  an increase of $13.8
million  or 12.9%.  Total  solutions  revenues,  including  Year 2000  revenues,
increased to $105.0  million in the first six months of 1998 from $53.6  million
in the first six months of 1997 , an  increase of $51.4  million or 95.9%.  Year
2000  services  revenues  increased to $69.8  million in the first six months of
1998 from $27.8  million in the first six months of 1997,  an  increase of $42.0
million.  The Company's Year 2000 business accounted for 29.7% of total revenues
in the first six months of 1998 versus 17.3% of total  revenues in the first six
months of 1997. Solutions revenues,  excluding Year 2000 services,  increased to
$35.2  million in the first six  months of 1998 from $25.7  million in the first
six months of 1997, an increase of $9.5 million or 37.0%. The Company's  product
revenues totaled $9.1 million for the first six months of 1998.

    Direct Costs.  Direct costs increased to $79.6 million and $150.4 million in
the  second  quarter  and first six  months of 1998,  respectively,  from  $56.1
million  and  $108.6  million  in the  comparable  1997  periods.  Gross  margin
increased to 35.7% and 36.1% in the second quarter and first six months of 1998,
respectively, from 32.9% and 32.5% in the second quarter and first six months of
1997,  respectively.  The increase in gross margin was  primarily  due to stable
margins in the  Company's  staffing  business  and an increase in the  Company's
higher  margin  Year  2000  business.  The  Company's  margins  are  subject  to
fluctuations due to a number of factors, including the level of salary and other
compensation necessary to attract and retain qualified technical personnel,  and
the mix of staffing versus solutions business during a particular quarter.
<PAGE>
     Selling,  General and Administrative.  Selling,  general and administrative
expenses  (excluding  merger-related  expenses)  increased to $26.2  million and
$50.7 million in the second quarter and first six months of 1998,  respectively,
from $18.3  million  and $35.4  million in the  comparable  1997  periods.  As a
percentage of revenues,  selling,  general and administrative expenses decreased
to 21.2% of revenues  and 21.5% of revenues in the second  quarter and first six
months of 1998,  respectively,  from 21.9% of revenues  and 22.0% of revenues in
the  comparable  1997 periods.  The increase in dollars in selling,  general and
administrative  expenses was primarily a result of salaries and  commissions for
additional sales and recruiting personnel and, to a lesser extent, growth in the
Company's  general  and  administrative  infrastructure.  The  Company  incurred
merger-related  expenses of  approximately  $2.2 million and $3.5 million in the
second quarter and first six months of 1998, respectively.

    Income from Operations.  Operating  margins  increased to 12.7% and 13.0% in
the second  quarter and first six months of 1998,  respectively,  from 11.0% and
10.5% in the  comparable  1997 periods.  These  increases  were primarily due to
increases in the Company's higher margin Year 2000 business, partially offset by
merger-related  expenses in 1998. The Company's business is labor-intensive and,
as such, is sensitive to inflationary trends. This sensitivity applies to client
billing rates, as well as to payroll costs.

     Other  Income.  Other income  increased to $1.5 million and $2.8 million in
the second quarter and first six months of 1998, respectively, from $0.1 million
and $0.3 million in the comparable 1997 periods. This increase was primarily the
result of increased  interest  income  resulting from the follow-on  offering of
approximately  $84 million completed in the third quarter of 1997. This increase
was partially offset by a decrease in earnings from the Company's Birla Horizons
Joint Venture. The Joint Venture's decreased earnings in 1998 were primarily due
to costs  associated  with increased  headcount,  particularly  in marketing and
project management personnel as it expanded its solutions business.

     Provision for Income Taxes. The effective tax rates for Federal,  state and
local  income  taxes were 44.5% and 45.6% for the second  quarter  and first six
months of 1998,  respectively.  For the comparable 1997 periods,  the rates were
42.7% and 42.6%, respectively. The increase in the 1998 rates were primarily due
to certain non-deductible merger-related expenses incurred during the year.

     Net  Income.  Net  income  increased  to $9.5  million,  or $0.30 per share
(diluted) for the second quarter of 1998, from $5.3 million,  or $0.19 per share
(diluted) for the second  quarter of 1997, an increase of $4.2 million or 79.2%.
For the first six months of 1998,  net income  increased  to $18.2  million,  or
$0.56 per share (diluted),  from $9.8 million,  or $0.35 per share (diluted) for
the first six months of 1997.
<PAGE>
     Liquidity and Capital  Resources.  At June 29, 1998, the Company had $180.4
million in working  capital,  of which $105.1 million was cash, cash equivalents
and  short-term  investments.  There were no borrowings  under its bank lines of
credit.

         Net cash  provided by operating  activities  in the first six months of
1998 was $4.1 million,  consisting primarily of net income, offset in part by an
increase in accounts  receivable.  During the first six months of 1997, net cash
used in  operating  activities  was $5.5  million,  primarily  as a result of an
increase  in  accounts  receivable,  largely  due to  growth  in  the  Company's
solutions business.

         Net cash used in investing  activities  in the first six months of 1998
was  $23.2  million,   consisting   primarily  of  the  purchase  of  short-term
investments,  as well as purchases of equipment.  During the first six months of
1997, cash used in investing activities was $1.5 million,  primarily as a result
of equipment  purchases  and an increase in other  assets.

         Net cash  provided by  financing  activities  was $0.7  million for the
first six months of 1998,  with proceeds  received  from stock option  exercises
exceeding the amount of repayment of long-term  debt and dividend  payments made
by  Spargo.  For the  first  six  months  of 1997,  net cash  used by  financing
activities  was $0.2 million,  as the amount of repayment of long-term  debt and
dividend  payments made by Spargo exceeded  proceeds  received from stock option
exercises.

         At June 29, 1998, the Company had a current ratio position of 6.0 to 1,
approximately $1.0 million of long-term debt and no outstanding borrowings under
its two unsecured lines of credit.  The Company  believes that its cash and cash
equivalents and short-term investments, lines of credit and internally generated
funds will be sufficient to meet its working capital needs through 1998.

         The  Company  is   currently   implementing   a  firmwide   accounting/
information  system.  In addition to being Year 2000 compliant,  the system will
support  the  Company's  future  growth.  The  implementation  is expected to be
completed in late 1998, and the related cost,  estimated at $4.5 million, is not
expected  to have a material  impact on the  Company's  financial  condition  or
results of  operations.  The Company is still  assessing  the impact of the Year
2000 for its recent acquisitions.

     Certain   Disclosures.   This  report  contains   certain   forward-looking
statements  for  purposes  of  the  "safe  harbor"  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995 that involve risks and  uncertainties
that could cause actual results to differ materially.  Such statements are based
upon,  among  other  things,  assumptions  made by,  and  information  currently
available to management,  including  management's own knowledge and assesment of
the Company's industry and competition.
<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 11, 1998                /s/    John J. Cassese
       ---------------               --------------------------------------
                                     John J. Cassese, Chairman of the Board
                                     and President


DATE:  August 11, 1998                /s/    William J. Murphy
       ---------------               --------------------------------------
                                     William J. Murphy, Executive Vice President
                                     and Chief Financial Officer
                                     (Principal Financial Officer)


DATE:  August 11, 1998               /s/    Michael J. Shea
       ---------------               --------------------------------------
                                     Michael J. Shea
                                     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-31-1998
<PERIOD-END>                               JUN-29-1998
<CASH>                                          73,667
<SECURITIES>                                    31,451
<RECEIVABLES>                                  107,438
<ALLOWANCES>                                     1,991
<INVENTORY>                                          0
<CURRENT-ASSETS>                               218,261
<PP&E>                                          18,175
<DEPRECIATION>                                   8,488
<TOTAL-ASSETS>                                 251,702
<CURRENT-LIABILITIES>                           35,764
<BONDS>                                          1,000
                                0
                                          0
<COMMON>                                         3,220
<OTHER-SE>                                     206,252
<TOTAL-LIABILITY-AND-EQUITY>                   209,472
<SALES>                                              0
<TOTAL-REVENUES>                               235,247
<CGS>                                                0
<TOTAL-COSTS>                                  150,365
<OTHER-EXPENSES>                                54,220
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,859
<INCOME-PRETAX>                                 33,431
<INCOME-TAX>                                    15,259
<INCOME-CONTINUING>                             18,172
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,172
<EPS-PRIMARY>                                      .59
<EPS-DILUTED>                                      .56
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-27-1997
<CASH>                                           6,966
<SECURITIES>                                         0
<RECEIVABLES>                                   73,743
<ALLOWANCES>                                     1,576
<INVENTORY>                                          0
<CURRENT-ASSETS>                                83,149
<PP&E>                                           4,732
<DEPRECIATION>                                   6,050
<TOTAL-ASSETS>                                 105,350
<CURRENT-LIABILITIES>                           18,329
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,886
<OTHER-SE>                                      82,369
<TOTAL-LIABILITY-AND-EQUITY>                   105,350
<SALES>                                              0
<TOTAL-REVENUES>                               160,850
<CGS>                                                0
<TOTAL-COSTS>                                  108,587
<OTHER-EXPENSES>                                35,420
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  88
<INCOME-PRETAX>                                 17,144
<INCOME-TAX>                                     7,298
<INCOME-CONTINUING>                              9,846
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,846
<EPS-PRIMARY>                                      .37
<EPS-DILUTED>                                      .35
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-END>                               MAR-31-1998             MAR-31-1997
<CASH>                                          82,675                   9,007
<SECURITIES>                                    22,199                       0
<RECEIVABLES>                                   97,367                  70,035
<ALLOWANCES>                                     1,859                   1,465
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                               205,379                  80,381
<PP&E>                                          16,678                  10,394
<DEPRECIATION>                                   8,031                   5,807
<TOTAL-ASSETS>                                 239,561                 101,595
<CURRENT-LIABILITIES>                           35,362                  19,418
<BONDS>                                          1,045                       0
                                0                       0
                                          0                       0
<COMMON>                                         3,220                   2,680
<OTHER-SE>                                     196,539                  76,367
<TOTAL-LIABILITY-AND-EQUITY>                   239,561                 101,595
<SALES>                                              0                       0
<TOTAL-REVENUES>                               111,511                  77,205
<CGS>                                                0                       0
<TOTAL-COSTS>                                   70,745                  52,485
<OTHER-EXPENSES>                                25,767                  17,103
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               1,333                      57
<INCOME-PRETAX>                                 16,242                   7,824
<INCOME-TAX>                                     7,605                   3,288
<INCOME-CONTINUING>                              8,637                   4,536
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     8,637                   4,536
<EPS-PRIMARY>                                     0.28                    0.17
<EPS-DILUTED>                                     0.27                    0.16
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1996             DEC-31-1995
<PERIOD-END>                               DEC-31-1997             DEC-31-1996             DEC-31-1995
<CASH>                                          92,087                  14,127                  11,128
<SECURITIES>                                    13,165                       0                       0
<RECEIVABLES>                                   81,547                  59,666                  63,051
<ALLOWANCES>                                     1,742                   1,203                     840
<INVENTORY>                                          0                       0                       0
<CURRENT-ASSETS>                               189,860                  74,847                  63,051
<PP&E>                                          12,801                  10,423                   8,133
<DEPRECIATION>                                   7,101                   5,788                   4,343
<TOTAL-ASSETS>                                 217,746                  96,611                  82,931
<CURRENT-LIABILITIES>                           29,369                  19,794                  20,539
<BONDS>                                              0                   1,432                   3,299
                                0                       0                       0
                                          0                       0                       0
<COMMON>                                         3,125                   2,837                   2,767
<OTHER-SE>                                     182,969                  70,911                  55,139
<TOTAL-LIABILITY-AND-EQUITY>                   217,746                  96,611                  82,931
<SALES>                                              0                       0                       0
<TOTAL-REVENUES>                               350,310                 261,411                 224,492
<CGS>                                                0                       0                       0
<TOTAL-COSTS>                                  233,574                 180,409                 155,918
<OTHER-EXPENSES>                                75,129                  59,677                  48,764
<LOSS-PROVISION>                                     0                       0                       0
<INTEREST-EXPENSE>                               1,424                   (103)                   (323)
<INCOME-PRETAX>                                 43,044                  22,106                  19,849
<INCOME-TAX>                                    18,498                   9,031                   8,550
<INCOME-CONTINUING>                             24,546                  13,076                  11,298
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                    24,546                  13,076                  11,298
<EPS-PRIMARY>                                     0.89                    0.50                    0.46
<EPS-DILUTED>                                     0.85                    0.47                    0.44
        

</TABLE>


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