U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-23170
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 75-2134871
(State of other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
850 Third Avenue, New York, New York 10022
(Address of principal executive offices)
(212) 508-3560
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuerOs
classes of common equity, as of the latest practicable date:
7,670,175 shares of common stock.
<PAGE>
FORM 10-QSB
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. Financial Information
Financial Statements
Unaudited Consolidated Balance Sheet-
September 30, 1997 3
Unaudited Consolidated Statements of Operations
Three Months and Nine Months Ended
September 30, 1997 and 1996 5
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1997 and 1996 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. Other Information 12
Signatures 13
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Balance Sheet
September 30, 1997
(Unaudited)
(In thousands)
Assets
Current assets:
Cash and cash equivalents $ 331
Accounts receivable, trade, net of allowance for
doubtful accounts of $295 23,257
Deferred income taxes 192
Prepaid expenses and other current assets 366
Total current assets 24,146
Property and equipment, net 2,450
Cash surrender value of officers' life insurance 468
Due from related party 178
Intangibles, net of accumulated amortization of $1,321 30,005
Investment-at cost 1,945
Deferred financing costs 2,993
Deferred income taxes 806
Other assets 237
Total assets $ 63,228
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Balance Sheet (continued)
September 30, 1997
(Unaudited)
(In thousands, except share and per share amounts)
Liabilities and stockholdersO equity
Current liabilities:
Accounts payable and accrued expenses $ 3,920
Line of credit 9,318
Capital lease obligations, current portion 221
Notes and loans payable, current portion 1,959
Accrued payroll 5,824
Income taxes payable 585
Other liabilities 1,100
Total current liabilities 22,927
Notes and loans payable, less current portion 20,785
Capital lease obligations, less current portion 405
Deferred rent 1,166
Other liabilities 1,100
Stockholders' equity
Preferred stock-$.0001 par value, 4,415,274
shares authorized, none issued or outstanding -
Series A, 8% cumulative convertible preferred
stock-$.0001 par value, 2,800 shares
authorized, 2,773 issued and outstanding
(aggregate liquidation value $693) 693
Series B, convertible preferred stock-$.0001 par
value, 6,858 shares authorized, 572 issued and
outstanding (aggregate liquidation value $200) 200
Series C, convertible preferred stock-$.0001 par
value, 24 shares authorized, none issued and
outstanding -
Series D, convertible preferred stock-$.0001 par
value, 44 shares authorized, 4 issued and
outstanding 200
Series E, convertible preferred stock-$.0001 par
value, 575,000 shares authorized, none issued
and outstanding -
Common stock-$.0001 par value, 20,000,000 shares
authorized, 7,670,175 shares issued and
outstanding 1
Additional paid-in capital 12,981
Cumulative translation adjustments 47
Notes receivable-preferred stock (350)
Retained earnings 3,073
Total stockholders' equity 16,845
Total liabilities and stockholders' equity $ 63,228
See accompanying notes
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
Revenues:
Human resources management $ 37,486 $ 18,331 $ 93,738 $ 32,777
Advisory services 1,119 998 2,979 2,656
38,605 19,329 96,717 35,433
Operating expenses:
Direct cost of human
resources management 28,334 12,318 66,920 15,894
General and administrative 8,204 6,174 23,284 16,351
Depreciation and amortization 448 221 1,110 532
36,986 18,713 91,314 32,777
Operating income 1,619 616 5,403 2,656
Other expenses (income):
Interest expense 787 350 1,880 619
Interest income (17) (14) (33) (40)
Gain on sale of investment - - (1,219) -
770 336 628 579
Income before income tax expense 849 280 4,775 2,077
Income tax expense (benefit):
Current 395 83 2,009 1,063
Deferred (16) (20) (49) (54)
379 63 1,960 1,009
Net income 470 217 2,815 1,068
Deemed dividend on preferred stock - (957) - (1,470)
Preferred dividend requirements (37) (111) (120) (211)
Net income (loss) available for
common stockholders $ 433 $ (851) $ 2,695 $ (613)
Primary earnings (loss) per
common share $ .05 $ (.12) $ .32 $ (.10)
Fully diluted earnings per
common share $ .05 $ -- $ .28 $ --
See accompanying notes
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended September 30
1997 1996
Operating activities
Net Income $ 2,815 $ 1,068
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,110 532
Amortization of deferred financing costs 455 174
Deferred income taxes (49) (296)
Gain on sale of investment (1,219) -
Changes in assets and liabilities net of
effect of acquisitions:
Accounts receivable (9,526) (1,541)
Prepaid expenses and other current assets 71 754
Other assets 329 (304)
Accounts payable and accrued expenses 777 (696)
Accrued payroll 1,948 1,799
Income taxes payable 198 557
Deferred rent (3) 40
Net cash provided by (used in) operating activities (3,094) 2,087
Investing activities
Expenditures for property and equipment (586) (181)
Repayment from employees 107 126
Advances to employees - (318)
Due from related party - (215)
Proceeds from sale of investment 1,642 -
Cash paid for acquisitions (16,503) (9,853)
Increase in cash surrender value
of officers life insurance (42) (52)
Net cash (used in) investing activities (15,382) (10,493)
Financing activities
Sale of preferred stock - 6,267
Cash dividends paid (28) (24)
Net change in revolving credit line 5,468 1,302
Proceeds from notes and loans payable 14,601 9,000
Repayment of notes and loans payable (1,058) (6,727)
Payment of capital lease obligations (119) (46)
Payments of loan acquisition fees (1,032) (856)
Net cash provided by financing activities 17,832 8,916
Effect of exchange rate changes on
cash and cash equivalents (33) (12)
Increase (decrease) in cash and cash equivalents (677) 498
Cash and cash equivalents at beginning of period 1,008 1,063
Cash and cash equivalents at end of period $ 331 $ 1,561
See accompanying notes
<PAGE>
HEADWAY CORPORATE RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
(1) BASIS OF PRESENTATION
These financial statements are presented on a
consolidated basis and include the results of operations of the
parent corporation, Headway Corporate Resources, Inc., and its
wholly-owned subsidiaries Whitney Partners Inc. and its United
Kingdom and Asian subsidiaries ("Whitney"), Furash & Company,
Inc. ("Furash"), and Headway Corporate Staffing Services, Inc.
and its subsidiaries, (collectively referred to as the
"Company").
In the opinion of management, the accompanying
unaudited financial statements included in this Form 10-QSB
reflect all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations
for the periods presented are not necessarily indicative of the
results to be expected for the full year.
For further information, refer to the financial
statements and footnotes included in the Company's Form 10-KSB
for the year ended December 31, 1996.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Earnings Per Share - Primary earnings per share of
common stock are based on the weighted average number of common
shares outstanding for each period presented. Common stock
equivalents are included if dilutive. Fully diluted earnings per
share of common stock amounts are based on an increased number of
shares that would be outstanding assuming conversion of the
convertible preferred stock at the highest potential conversion
rate. Net income has been adjusted for the dividend requirements
on the convertible preferred stock. The number of shares used in
the computation of primary earnings per share was 8,756,279 and
7,059,113 for the three months ended September 30, 1997 and 1996,
respectively and 8,339,876 and 6,249,905 for the nine months
ended September 30, 1997 and 1996, respectively. The number of
shares used in the computation of fully diluted earnings per
share was 10,281,298 and 9,555,054 for the three months ended
September 30, 1997 and 1996, respectively and 10,227,572 and
8,337,344 for the nine months ended September 30, 1997 and 1996,
respectively.
In February 1997, the Financial Accounting Standards
Board issued Statement No. 128, Earnings per Share, which is
required to be adopted on December 31, 1997. At that time, the
Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods.
Under the new requirements for calculating the basic, which
replaces the primary, earnings per share, the dilutive effect of
stock options will be excluded. The impact is expected to result
in an increase in earnings per share for the quarter ended
September 30, 1997 of $.01 and a decrease of $.02 for the quarter
ended September 30, 1996. The impact is expected to result in an
increase in earnings per share for the nine months ended
September 30, 1997 of $.06 and a decrease of $.01 for the nine
months ended September 30, 1996. The impact of Statement 128 on
the calculation of fully diluted earnings per share for these
periods is not expected to be material.
Reclassifications - Certain reclassifications of 1996
balances have been made to conform to the 1997 presentation.
(3) ACQUISITIONS
On May 31, 1996, the Company consummated the purchase of
all of the outstanding stock of Irene Cohen Temps, Inc.,
Corporate Staffing Alternatives, Inc. and Certified Technical
Staffing, Inc. and certain assets of Irene Cohen Personnel, Inc.
through its newly formed subsidiary, Headway Corporate Staffing
Services, Inc. The capital stock of Irene Cohen Temps, Inc.,
Corporate Staffing Alternatives, Inc., and Certified Technical
Staffing, Inc. was purchased at a price of $9,230,000. The
operating assets of Irene Cohen Personnel, Inc. were purchased
for $500,000 payable out of future earnings derived from the use
of the assets acquired. The businesses acquired offer a broad
range of employment-related services.
On March 31, 1997, the Company acquired substantially
all of the assets of Advanced Staffing Solutions, Inc.
("Advanced"), a North Carolina corporation engaged in the
business of offering human resource management services. The
assets of Advanced were purchased at a price of up to $7,000,000,
$4,000,000 of which was paid on March 31, 1997, and up to an
additional $3,000,000 of which is payable in July 1998. In
addition, transaction costs were approximately $200,000. This
acquisition was funded from the proceeds of a term loan.
On July 28, 1997, the Company acquired substantially all
of the assets of Administrative Sales Associates Temporaries,
Inc., and Administrative Sales Associates, Inc. (collectively
"ASA"), both New York corporations engaged in the business of
offering permanent and temporary staffing services to the
financial services industry. The purchase price for ASA
consisted of $4,000,000 in cash, promissory notes in the
aggregate amount of $451,000 payable in six equal semi-annual
installments commencing January 28, 1998, bearing interest at 6%
per annum, 121,066 shares of the CompanyOs restricted common
stock valued at $500,000, and an additional amount payable partly
in cash and partly in common stock based on the net operating
income, as defined, of ASA for the three years subsequent to the
acquisition. The Company estimates such additional purchase price
will be approximately $3,500,000.
On September 29, 1997, the Company acquired
substantially all of the assets of Quality Outsourcing Inc., a
New Jersey corporation engaged in the business of offering
temporary staffing services ("QOSO"). The purchase price for QOS
was $795,000 in cash, plus an earnout over the two year period
commencing September 30, 1997, and ending September 30, 1999
equal to a multiple of QOS' earnings, as defined, before
interest, taxes and amortization attributable to the assets
acquired. The Company advanced $140,000 to the seller, which is
paid out of the earnout.
On September 30, 1997, the Company acquired all of the
outstanding stock of E.D.R. Associates, Inc., a Connecticut
corporation, and substantially all the assets of Electronic Data
Resources, L.L.C., a Connecticut limited liability company
(collectively referred to as "EDR"). EDR is engaged in the
business of offering information technology staffing and
consulting services. The purchase price for EDR was $7,000,000
in cash and an earnout in respect of the calendar years 1997
through 2000, equal to a multiple of EDR's earnings, as defined,
before interest, taxes and amortization attributable to the
business acquired.
The aforementioned acquisitions were accounted for under
the purchase method of accounting and their results of operations
have been included in the accompanying financial statements from
their respective dates of acquisition.
The following are the summarized, unaudited pro forma
results of operations for the three months ended September 30,
1997 and 1996, and the nine months ended September 30, 1997 and
1996, assuming the acquisition occured as of the beginning of the
period:
Three Months Three Months Nine Months Nine Months
Ended Sept. 30 Ended Sept. 30 Ended Sept. 30 Ended Sept. 30
1997 1996 1997 1996
Total revenue 42,697,000 26,672,000 118,847,000 83,209,000
Net income 420,000 194,000 3,169,000 731,000
Deemed dividend - (1,187,000) - (1,470,000)
Preferred dividend (37,000) (14,000) (120,000) (42,000)
Net income (loss)
applicable to
common shareholders 383,000 (1,007,000) 3,049,000 (781,000)
Primary earnings (loss)
per common share .04 (.11) .37 (.08)
Fully diluted earnings
(loss) per common share .04 - .31 -
(4) DEBT TRANSACTION
The Company closed a Fourth Amendment to the ING Credit
Agreement on September 15, 1997. This Amendment increased the
facility from $35 million to $50 million at varying interest
rates ranging from 8.52% to 9.27% per annum.
(5) SUBSEQUENT EVENT
The Company sold its investment in Incepta Group for
proceeds in the amount of $2,721,000 in October 1997. The
resulting gain of $776,000, approximately $500,000 after tax,
will be recognized in the fourth quarter. In connection with the
CompanyOs sale of Citigate, the Company may be entitled to
approximately 7,000,000 additional shares of Incepta Group based
on Incepta Group's achieving certain earnings targets. These
shares are receivable in May 1998. The accompanying financial
statements do not reflect any additional gain relating to the
potential receipt of the additional shares of Incepta Group.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Overview
The Company's financial results were strong in the third
quarter of 1997. This can be attributed primarily to the
contribution from the temporary staffing companies acquired in
1996 and 1997. The second half of the year is typically slower
in the executive search business, however, the CompanyOs
temporary staffing division is expected to continue to perform
well through the balance of 1997 and into 1998. The Company
expects to continue to grow the Human Resources Management
segment both through internal growth and acquisitions primarily
in the temporary staffing industry.
Consolidated
Consolidated revenues increased $19,276,000 or approximately
100% to $38,605,000 for the three months ended September 30,
1997, from $19,329,000 for the same period in 1996. For the nine
months ended September 30, 1997, revenues increased $61,284,000
or approximately 173% to $96,717,000, up from $35,433,000 a year
earlier. The increase is attributable to the temporary staffing
acquisitions and the continued interest in the use of contingent
workers by financial services companies.
Consolidated operating income increased $1,003,000 or
approximately 163% to $1,619,000 for the three months ended
September 30, 1997, compared to $616,000 for the three months
ended September 30, 1996. Consolidated operating income for the
nine months ended September 30, 1997, increased $2,747,000 or
approximately 103% to $5,403,000 from $2,656,000 a year earlier.
The increase is related to the internal growth from the executive
search business as well as the results of the temporary staffing
companies acquired in 1996 and 1997.
Fully diluted earnings per share were $.05 for the third
quarter of 1997 compared to a net loss of $.12 for the third
quarter of 1996. For the nine months ended September 30, 1997,
fully diluted earnings per share were $.28 compared to a net loss
of $.10 for the same period in 1996. Included in the results for
1997 is an after tax gain of $805,000 or $.08 per fully diluted
share which the company realized on its investment in Citigate
Communications Group, Ltd. stock upon Citigate's merger with
Incepta Group PLC. The results for nine months ended September
30, 1996 include $1,470,000 or $.23 per fully diluted share as a
result of a deemed dividend related to the CompanyOs financing
earlier in the year.
Human Resource Management
Revenues from human resource management increased
$19,155,000 to $37,486,000 for the three months ended September
30, 1997, from $18,331,000 for the same period last year. For
the nine months ended September 30, 1997, revenues increased
$60,961,000 to $93,738,000 compared to $32,777,000 from a year
earlier. The acquisitions of the temporary staffing companies
accounted for a majority of the revenue increase. WhitneyOs
revenues for the nine month period ended September 30, 1997
improved approximately 3.7% to $13,310,000 from $12,834,000 for
the same period last year.
Total operating expenses increased $18,489,000 to
$35,616,000 for the quarter ended September 30, 1997, from
$17,128,000 for the same period last year. Of the increase,
$18,465,000 relates to the staffing companies acquired of which
$16,469,000 is the direct cost of revenues relating to wages,
taxes and benefits of worksite employees.
Revenue from Asian operations increased $374,000 to
$1,154,000 for the nine months ended September 30, 1997, from
$780,000 for the same period last year. Despite the increase in
revenues, WhitneyOs Asian operations experienced an operating
loss of $260,000 for the nine months of 1997 compared to
operating income of $160,000 for the same period last year. The
operating loss was a direct result of start-up costs associated
with operations in Hong Kong and Singapore. 1996 revenues
reflect operations only from the Tokyo office.
Operating income from human resource management services
increased $1,078,000 to $1,869,000 for the three months ended
September 30, 1997, compared to $791,000 for the same period last
year. For the nine months ended September 30, 1997 operating
income increased $2,534,000 to $6,623,000 from $4,089,000 last
year. The increase can be attributed to the performance of the
staffing companies as well as an improvement in the operating
margins of Whitney.
Advisory Services Segment
Revenue from the advisory services offered by Furash were
$1,119,000 for the quarter ended September 30, 1997, compared to
$998,000 for the same period in 1996. For the nine months ended
September 30, 1997 revenues increased $323,000 or approximately
12% to $2,979,000 from $2,656,000 for the same period in 1996.
Total operating expenses increased $192,000 to $1,094,000
for the three months ended September 30, 1997, from $902,000 for
the same period in 1996. For the nine months ended September 30,
1997, total operating expenses decreased $88,000 to $3,209,000
from $3,297,000 for the same period in 1996. The reduction in
year to date expenses is the result of cost cutting initiatives
implemented in 1996.
Furash had operating income of $25,000 for the quarter ended
September 30, 1997 as compared to operating income of $96,000 for
the same period in 1996. For the nine months ended September 30,
1997, Furash posted an operating loss of $230,000, as compared to
an the operating loss of $642,000 for the same period in 1996.
While Furash continues to show operating losses, management is
encouraged by the improvement the Company has achieved over the
past twelve months.
Liquidity and Capital Resources
Cash used in operations during the nine months ended
September 30, 1997 was $3,094,000, as compared to cash provided
by operations of $2,087,000 during the same period in 1996. The
cash used in the current period was primarily attributable to the
funding of accounts receivable related to the acquisitions of the
temporary staffing companies in 1997 offset by cash generated
from the companyOs positive operating results.
The Company's working capital decreased to $1,218,000 at
September 30, 1997, from $1,648,000 at December 31, 1996. The
decline relates primarily to the acquisitions completed during
the year as well as the capital expenditures in connection with
relocation of the Company's New York staffing division.
Management expects that the Company's working capital position
will improve for the balance of 1997 into 1998 based upon
anticipated positive operating results and will be sufficient to
meet all of the working capital needs for the remainder of 1997.
For the nine months ended September 30, 1997, the Company
used $15,382,000 in investing activities, compared to cash used
in investing activities of $10,493,000 for the same period last
year. The Company used $16,503,000 to pay for the acquisitions
it made during the first nine months of 1997. This was partially
offset by the proceeds from the sale of a portion of the
CompanyOs investment in Incepta. The cash used in the 1996
period was for the acquisition of the temporary staffing company
made in May 1996.
Total net cash provided by financing activities was
$17,832,000 for the nine months ended September 30, 1997 compared
to $8,916,000 for the same period in 1996. The cash generated in
1997 consisted of $13,569,000 of bank loans and an increase of
$5,468,000 in the revolving credit line in connection with the
staffing company acquisitions completed during 1997. The cash
generated in 1996 related to the CompanyOs equity offering and
the credit facility received in connection with the staffing
company acquisition in May 1996.
In the third quarter of 1997, 18 shares of Series D
Preferred Stock, with a liquidation value of $900,000 were
converted into 282,214 shares of common stock.
PART II. OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Attached only to the electronic filing by the Company
with the Securities and Exchange Commission is the Financial Data
Schedule, Exhibit Reference Number 27, in accordance with Item
601(c) of Regulation S-B.
REPORTS ON FORM 8-K: On September 29, 1997, the Company filed
a report on Form 8-K/A dated July 28, 1997 reporting under Item
7, the acquisition of Administrative Sales Associates
Temporaries, Inc. and Administrative Sales Associates, Inc.
(collectively "ASA"), and included with this report are the
historical combined audited financial statements of ASA for the
calendar years ended December 31, 1996 and 1995, and the
historical unaudited combined financial statements of ASA for the
period ended June 30, 1997 and 1996. The financial statements
presented included the following:
Report of Independent Auditors
Combined Balance Sheets
Combined Statements of Income and Retained Earnings
Combined Statement of Cash Flows
Notes to Combined Financial Statements
In addition, the pro forma financial information required by Item
7(b) included the pro forma condensed combined balance sheet as
of June 30, 1997, giving effect to the acquisition of ASA and the
pro forma condensed combined statements of operations of the
Company for the year ended December 31, 1996, and the six months
ended June 30, 1997, giving effect to the acquisition of ASA.
On October 14, 1997, the Company filed a report on Form 8-K dated
September 29, 1997 reporting under Item 2 the acquisition of
Quality Outsourcing, Inc. ("QOS"), and included with this report,
under Item 7, are the historical audited financial statements of
QOS for the calendar years ended December 31, 1996 and 1995
(audited), and for the periods ended July 4, 1997, and July 5,
1996 (unaudited), consisting of the following:
Report of Independent Auditors
Balance Sheets
Statements of Income and Retained Earnings
Statements of Cash Flows
Notes to Financial Statements
In addition, the Company reported under Item 2, the acquisition
of E.D.R. Associates, Inc. and Electronic Data Resources, L.L.C.
(collectively referred to as "EDR"). Based on significance
tests, historical financial statements of EDR were not required.
On November 14, 1997, the Company filed a report on Form 8-K/A
dated September 29, 1997, reporting under Item 7, the acquisition
of QOS, and included in this report are the pro forma condensed
combined balance sheet as of June 30, 1997, giving effect to the
acquisition of QOS and the pro forma condensed combined
statements of operations of the Company for the year ended
December 31, 1996, and the six months ended June 30, 1997, giving
effect to the acquisition of QOS.
SIGNATURES
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
HEADWAY CORPORATE RESOURCES, INC.
Date: November 14, 1997 By: (signature)
Barry S. Roseman, President and Chief
Operating Officer (Duly Authorized and
Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF HEADWAY CORPORATE RESOURCES, INC., FOR THE
QUARTER ENDED SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-END> SEP-30-1997
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<CURRENT-ASSETS> 24,196
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