16
13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
Amendment No. 1
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30,
1996, or
[ ] Transition report under 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.
(Name of Small Business Issuer as specified in its charter)
Delaware 75-2134871
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
850 Third Avenue, 11th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (212) 508-3560
AFGL International, Inc.
(Former name, former address, and former fiscal year, if changed)
Check whether the issuer (1) has filed all reports required to be
filed by sections 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 [ ]
Check whether the issuer filed all documents and reports required
to be filed by Sections 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
4,899,602 shares of common stock.
FORM 10-QSB/A
HEADWAY CORPORATE RESOURCES, INC., AND SUBSIDIARIES
This is Amendment No. 1 to the report on Form 10-QSB of Headway
Corporate Resources, Inc. ("Company"), for the period ended June
30, 1996 ("June Report"), and amends "Item 1. Financial
Statements" and "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Part I of Form
10-QSB. The June Report was originally filed by the Company's
predecessor, AFGL International, Inc., a Nevada corporation. The
change in the Company's domicile and name is reflected on the
cover page and signature at the foot of this amendment. All
other references to AFGL International, Inc., appearing in the
amended items below have not been updated because the Company
believes this would create confusion.
INDEX
PART I. Financial Information
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet-
June 30, 1996 3
Unaudited Consolidated Statements of Operations
Three months and Six Months Ended
June 30, 1996 and 1995 5
Unaudited Consolidated Statements of Cash Flows
Six Months Ended June 30, 1996 and 1995 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 11
Signatures 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $
2,558,151
Accounts Receivable - Trade (Net of
Allowance
for Doubtful Accounts of $55,000) 9,789,377
Due from Employees
388,716
Deferred Income Taxes
175,218
Prepaid Expenses and Other Current
Assets 279,808
TOTAL CURRENT ASSETS $13,191,2
70
PROPERTY AND EQUIPMENT - NET
1,576,018
OTHER ASSETS
Cash Pledged $
85,248
Cash Surrender Value of Officers' Life
Insurance 353,487
Due from Related Parties
406,694
Due from Employees
66,499
Goodwill and Other Intangibles (Net of
Accumulated Amortization of $325,249)
12,562,855
Investment - at Cost
2,368,000
Deferred Income Taxes
601,714
Security Deposits and Other Assets
641,485
TOTAL OTHER ASSETS
17,085,98
2
TOTAL ASSETS $31,853,2
70
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $2,319,57
1
Capital Lease Obligations
66,535
Notes and Loans Payable
1,250,000
Deferred Income Taxes
301,521
Accrued Payroll
3,846,907
Income Taxes Payable
944,501
Value Added Taxes Payable
211,219
TOTAL CURRENT LIABILITIES $
8,940,254
LONG TERM LIABILITIES:
Notes and Loans Payable - Less Current
Portion 8,000,000
Capital Lease Obligations - Less
Current Portion 169,556
Deferred Rent
1,170,700
TOTAL LONG TERM LIABILITIES
9,340,256
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock-$.001 Par Value,
4,407,912 $
Shares Authorized, None Issued or -
Outstanding
Series A, 8% Convertible Preferred
Stock-$.001
Par Value, 10,000 Shares Authorized,
2,800
Issued and Outstanding (Aggregate 700,000
Liquidation
Value $700,000)
Series B, Convertible Preferred Stock-
$.001 Par
Value, 6,858 Shares Authorized,
Issued and
Outstanding (Aggregate Liquidation 2,400,300
Value
$2,400,300)
Series C, Convertible Preferred Stock-
$.001 Par
Value, 150 Shares Authorized, 100
Issued and
Outstanding (Aggregate Liquidation 2,000,000
Value
$2,000,000)
Series D, Convertible Preferred Stock-
$.001 Par
Value, 80 Shares Authorized, Issued
and
Outstanding (Aggregate Liquidation 4,000,000
Value
$4,000,000)
Series E Convertible Preferred Stock-
$.001 Par
Value, 575,000 Shares Authorized,
None Issued
and Outstanding -
Common Stock-$.01 Par Value, 20,000,000
Shares
Authorized, 4,899,602 Shares Issued
and 48,996
Outstanding
Additional Paid-in Capital
4,623,434
Cumulative Translation Adjustments
83,953
Preferred Stock Subscribed
(507,366)
Accumulated Earnings
223,443
TOTAL STOCKHOLDERS' EQUITY
13,572,76
0
TOTAL LIABILITIES AND STOCKHOLDERS' $31,853,2
EQUITY 70
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
REVENUE FROM $10,194,3 $ $14,857,6 $
HUMAN 80 2,987,856 98 6,145,502
RESOURCE
MANAGEMENT
REVENUE FROM
ADVISORY
SERVICES 821,065 1,086,938 1,657,882 2,428,715
TOTAL REVENUE $11,015,4 $ $16,515,5 $
45 4,074,794 80 8,574,217
OPERATING
EXPENSES 9,626,610 3,306,364 13,443,31 6,560,907
7
RENT
344,691 490,895 721,376 767,573
DEPRECIATION AND
AMORTIZATION
225,361 84,214 310,557 133,943
TOTAL OPERATING
EXPENSES $10,196,6 $ $14,475,2 $
62 3,881,473 50 7,462,423
OPERATING $ $ $ $
INCOME 818,783 193,321 2,040,330 1,111,794
OTHER EXPENSES
(INCOME):
Interest
Expense 184,609 25,878 269,467 30,686
Interest Income
(20,176) (18,646) (25,872) (37,505)
OTHER EXPENSES- $ $ $ $
NET 164,433 7,232 243,595 (6,819)
INCOME BEFORE
INCOME TAXES
AND $ $ $ $
MINORITY 654,350 186,089 1,796,735 1,118,613
INTEREST
INCOME TAX
EXPENSE
(BENEFIT)
Current
431,289 119,799 979,968 543,586
Deferred
(21,333) (9,407) (34,103) (18,814)
TOTAL INCOME TAX
EXPENSE $ $ $ $
409,956 110,392 945,865 524,772
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
INCOME FROM
CONTINUING
OPERATIONS $ $ $ $
244,394 75,697 850,870 593,841
DISCONTINUED
OPERATIONS:
Loss from
Operations
of Discontinued
Segment [Net of
Income Tax (5,172) (292,488)
Benefit]
INCOME BEFORE
MINORITY $ $ $ $
INTEREST 244,394 70,525 850,870 301,353
MINORITY INTEREST
IN
LOSS OF
CONSOLIDATED
SUBSIDIARY 29,890 9,219
NET INCOME $ $ $ $
244,394 100,415 850,870 310,572
DEEMED DIVIDEND
ON
PREFERRED STOCK (513,187) - (513,187) -
PREFERRED
DIVIDEND
REQUIREMENTS (86,083) (14,000) (100,083) (28,000)
NET
INCOME/(LOSS)
AVAILABLE FOR
COMMON $ $ $ $
STOCKHOLDERS (354,876) 86,415 237,600 282,572
PRIMARY EARNINGS/
(LOSS) PER
COMMON
SHARE
Continuing
Operations $ $ $ $
(.06) .02 .04 .11
Net $ $ $ $
Income/(Loss) (.06) .02 .04 .05
FULLY DILUTED
EARNINGS PER
COMMON
SHARE
Continuing $ $ $ $
Operations (.14) .01 (.08) .09
Net Income $ $ $ $
(.14) .01 (.08) .05
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
1996 1995
OPERATING ACTIVITIES:
Income from Continuing Operations $ 850,870 $
603,060
Adjustments to Reconcile Income from
Continuing
Operations to Net Cash [Used for]
Operating
Activities: -
Minority Interest in Loss of 354,099 (9,219)
Consolidated
Subsidiary (32,617) 133,943
Depreciation and Amortization
Deferred Income Taxes (18,814)
Change in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (1,549,608
Prepaid Expenses and Other Current ) (691,236)
Assets 776,556
Security Deposits and Other Assets (176,494)
(405,110)
(134,616)
Increase (Decrease) in:
Value Added Taxes Payable 86,807
Accounts Payable and Accrued Expenses (38,725)
Accrued Payroll (248,092)
Income Taxes Payable - Current 2,063,060 213,530
Deferred Rent 806,082 (1,467,29
41,062 0)
44,139
32,497
Total Adjustments 1,892,239 (2,112,28
5)
NET CASH - CONTINUING OPERATIONS 2,743,109 (1,509,22
5)
[Loss from Discontinued Operations]
Adjustments to Reconcile [Loss} from - (292,488)
Discontinued
Operations to net Cash Provided by
Operating
Activities:
Depreciation and Amortization - 162,558
Net Change in Assets and Liabilities
- 706,672
Net Cash - Discontinued Operations
- 576,742
NET CASH - OPERATING ACTIVITIES - Forward $2,743,109 $
(932,483)
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30,
1996 1995
NET CASH - OPERATING ACTIVITIES - $2,743,109 $
Forwarded (932,483)
INVESTING ACTIVITIES:
Expenditures for Property and Equipment
Advances to Employees (106,485) (733,729)
Repayments from Related Parties
Advances to Related Parties (318,325) -
Cash Acquired Through Acquisitions of
FCI 4,035 17,261
Cash Surrender Value of Officers Life
Insurance (216,667) -
Cash Paid for Acquisition (See Note 3)
- 311,019
(35,487) (30,000)
(9,771,532) -
NET CASH - INVESTING ACTIVITIES
(10,444,461 (435,449)
) `
FINANCING ACTIVITIES:
Cash Pledged
Cash Dividends Paid (85,248)
Repayment of Officers Life Insurance -
Loan (28,000)
Proceeds from Officers Life Insurance (213,132)
Loan -
Borrowings on Notes Payable 213,132
Repayment of Notes Payable -
Payment of Capital Lease Obligation 10,302,249
Cash Paid for Loan Acquisition Fees 500,000
Net Proceeds from Sale of Preferred (6,477,152)
Stock (59,173)
(33,292)
(3,382)
(855,870)
-
6,266,500
-
NET CASH - FINANCING ACTIVITIES
9,202,435 324,197
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND
CASH EQUIVALENTS (6,366) 67,688
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 1,494,717 (976,047)
CASH AND CASH EQUIVALENTS - BEGINNING OF
PERIODS 1,063,434 1,390,619
CASH AND CASH EQUIVALENTS - END OF $ $
PERIODS 2,558,151 414,572
AFGL INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
These financial statements are presented on a consolidated
basis and include the results of operations of the parent
corporation, AFGL International, Inc., and its wholly-owned
subsidiaries Whitney Partners Inc. and its United Kingdom
subsidiary ("WPI"), Furash & Company, Inc. ("FCI"), Headway
Corporate Staffing Services, Inc. ('HCSSI") and AFGL Inc.
("AFGL"') (collectively referred to as the "Company"), as of and
for the three and six months ended June 30,1996 and AFGL
International, Inc. and its wholly-owned subsidiaries WPI, FCI
and AFGL for the three months and six months ended June 30, 1995.
Effective January 1, 1996, WPI acquired the remaining minority
interest in its United Kingdom subsidiary. Also effective
January 1, 1996, the Company closed the sale of substantially all
of the operating assets and assumption of liabilities of AFGL to
Citigate Communications Group Limited ("Citigate") for an 18.3%
interest in Citigate valued at $2,368,000.
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, 1995, filed on April 15, 1996.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Earnings Per Share - Primary earnings per share of common
stock is 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 6,108,950 and
5,418,760 for the three months ended June 30, 1996 and 1995,
respectively and 5,845,983 and 5,454,338 for the six months ended
June 30, 1996 and 1995, respectively. The number of shares used
in the computation of fully diluted earnings per share was
8,529,208 and 6,751,176 for the three months ended June 30, 1996
and 1995, respectively and 7,810,340 and 6,786,754 for the six
months ended June 30, 1996 and 1995, respectively.
Reclassifications - Certain reclassifications of 1995
balances have been made to conform to the 1996 presentation.
(3) ACQUISITION
On May 31, 1996, the Company closed the purchase of all of
the capital 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 $9,362,032 subject to adjustment based on
the closing date balance sheets. 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.
The operations of HCSSI from June 1, 1996 are included in
the Company's historical financial statements. The following
summarized, unaudited pro forma results of operations for the
three months and six months ended June 30, 1996 and 1995,
assuming the acquisition occurred as of the beginning of the
period:
Three Three Six Months Six Months
Months Months Ended Ended
Ended Ended June 30, June 30,
June June 1996 1995
30,1996 30,1995
Net sales $25,808,15 $14,883,32 $46,270,06 $28,369,65
7 1 8 7
Net income $ $ $ $
397,231 167,229 1,127,233 606,838
Net loss
applicable to $ $(1,114,94 $ $
common (818,269) 3) (150,767) (832,506)
stockholders
Net loss per
common $ $ $ $
share (.09) (.14) (.02) (.11)
(4) EQUITY AND DEBT TRANSACTIONS
Subsequent to and at the time the acquisition was completed,
the Company raised $7,000,000 through a private offering of
Series C (Regulation S) and Series D (Regulation D) 8%
convertible preferred stock. The Series C preferred stock is
convertible into shares of common stock at the lesser of 80% of
the market value of the Company's common stock or $4.558125. The
Series D preferred stock is convertible into shares of common
stock at the lesser of 80% of the market value of the Company's
common stock or $5.21065. Such conversion rights vest over a
period of 95 days for the Series C preferred stock and 100 days
for the Series D preferred stock. In addition, upon conversion,
Series D preferred stockholders will receive warrants to purchase
one share of common stock for every four shares of common stock
received at an exercise price of $4.25 per share.
In connection with the Company's private offering of Series
D 8% convertible preferred stock, the Company has recorded a
deemed preferred dividend which is shown as a reduction in
earnings available to common shareholders in the amount of
$513,187. This deemed dividend is being recognized on a pro rata
basis over the period beginning with the issuance of the security
to the first date that conversion can occur. The remaining
portion of this non cash charge in the amount of $956,813 will be
recognized in the third quarter of 1996. This one time, non cash
charge relates to the discounted conversion price for the shares
of common stock issuable on conversion of the preferred stock in
the amount of $1,000,000 and the valuation of warrants to be
issued to purchasers of Series D convertible preferred stock in
the amount of $470,000. The value of the warrants is based on an
independent appraisal obtained by the Company. This charge will
only impact the calculation of earnings per share related to the
common stock.
On May 31, 1996 the Company obtained a term loan in the
amount of $9,000,000 and a revolving credit commitment in the
amount of $6,000,000 from Internationale Nederlanden (U.S.)
Capital Corporation. A portion of the debt and equity financing
was used by the Company to complete the acquisition and replace
existing debt.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Overview
In the second quarter of 1996, the Company completed the
first phase of redirecting its focus to the staffing services
industry with a continued emphasis on financial services
companies. On May 31, 1996, the Company finalized the
acquisition of Irene Cohen Temps, Inc. and affiliates. In
addition, the Company recapitalized its balance sheet by
completing a $7 million equity offering and a $15 million credit
facility.
The results for the first six months of 1996 reflect a
strong performance in the financial services industry represented
by an increase in the hiring activities of the Company's client
base as well as one month of operations from the Company's newly
acquired temporary staffing division. While the second half of
the year is typically slower in the executive search business,
the Company will have a full six months of results from its
temporary staffing division.
At the end of 1995, the Company's marketing communications
segment was sold to Citigate. This represents a discontinued
operation and losses from this operation will not recur in 1996.
Consolidated
As a result of the foregoing changes, consolidated revenues
increased $7,941,363 or 93% to $16,515,580 for the six months
ended June 30, 1996, from $8,547,217 for the same period in 1995.
This increase is comprised of higher revenues in human resource
management of $8,712,196 offset by a decrease in advisory
services revenues of $770,833. The increase in revenue is due to
the increasing demand for the Company's executive search services
and one month of revenues from the temporary staffing company.
Consolidated net income increased $540,298 or 174% to
$850,870 for the six months ended June 30, 1996, from $310,572
for the same period in 1995. The net income in 1995 includes a
net loss of $292,488 from discontinued operations.
Human Resource Management Segment
Revenue increased $8,712,196 or 142% to $14,857,698 for the
six months ended June 30, 1996, compared to $6,145,502 for the
same period in 1995. In 1996 this segment includes the results
from the Company's executive search services of $10,115,358 as
well as one month of results from the temporary staffing company
of $4,742,340. In 1995 this segment included only revenues from
executive search services of $6,145,502. The strong performance
of the financial services industry has resulted in a record
performance for executive search services. The second half of
the year is typically a slower period for executive search
services. This will be offset however, by a full six months of
results from the temporary staffing services company.
Total operating expenses increased $6,542,183 or 128% to
$11,650,697 for the six months ended June 30, 1996, from
$5,108,514 for the same period in 1995. This increase is
primarily attributable to one month of operating expenses of the
temporary staffing company of $4,576,525 as well as an increase
in operating expenses of the executive search company of
$1,965,658 due to a higher compensation accrual directly related
to the increased revenue.
Net income increased $1,139,205 or 213% to $1,673,096 for
the six months ended June 30, 1996, from net income of $533,891
for the same period in 1995. The increase is due to higher
revenues offset by an increase in revenue related compensation
accruals and income tax expenses in the executive search company
and one month of net income from the temporary staffing company.
Advisory Services Segment
Revenue from the advisory services offered by Furash
decreased $770,833 to $1,657,882 for the six months ended June
30, 1996, compared to $2,428,715 for the same period in 1995.
The loss of a major client accounted for approximately $562,000
of the decreased revenues. In addition, there was a decline in
billable hours for certain key consultants involved in the
development of new business lines.
FCI's total operating expenses increased $83,741 to
$2,439,993 for the six months ended June 30, 1996, from
$2,356,252 for the same period in 1995. This increase is
attributable to a one time charge of $178,000 as part of a
reorganization plan implemented in the second quarter. The plan
included: a refocusing of business development efforts; the
recruitment of a new executive manager; and staff and expense
reductions. Management is optimistic that these changes will
result in a significant improvement in the performance of Furash
for the balance of 1996 and into 1997.
FCI had a net loss of $491,901 for the six months ended June
30, 1996 as compared to net income of $46,226 for the same period
in 1995. The decrease is directly related to the reduction in
revenues. The balance of 1996 is expected to improve
significantly, however, management will continue to closely
monitor its performance.
Corporate
Corporate had operating expenses of $388,408 for the six
months ended June 30, 1996. These expenses include a one time
charge of $335,000 in connection with the acquisition and
refinancing discussed above.
Liquidity and Capital Resources
For the first time in over two years the Company generated
cash from operations during the six months ended June 30, 1996 of
$2,743,109, as compared to cash used in operations of $932,483
during the same period in 1995. The cash generated from
operations in 1996 is attributable to: the strong performance of
the Company; a high amount of non cash expense resulting from the
acquisition of the temporary staffing company and the
refinancing, receipt of the balance due on the sale of the
marketing communications segment and a larger than usual bonus
accrual relating to the strong performance by the executive
search company. The cash used by operations during the first
half of 1995 was primarily for the payment of bonus accruals.
The Company's working capital surplus improved dramatically
to $4,251,016 at June 30, 1996, from a surplus of $1,493,696 at
December 31, 1995. This was due primarily to the
recapitalization of the balance sheet in which the company
completed a $7 million equity offering and a $15 million credit
facility which replaced existing short term obligations and
financed the acquisition of the temporary staffing company.
Management expects that the Company's working capital position
will continue to improve based on anticipated continued positive
operating results and will be sufficient to handle all of the
Company's working capital needs for the remainder of the year.
For the six months ended June 30, 1996, the Company used
$10,444,461 in investing activities, compared to cash used in
investing activities of $435,449 for the same period in the prior
year. The cash used for investing activities in 1996 related to
the acquisition of the temporary staffing services company on May
31, 1996. In 1995 cash was used for the relocation of the
Company's New York operations.
Total net cash received for financing activities was
$9,202,435 for the six months ended June 30, 1996, compared to
net cash received from financing activities of $324,197 for the
same period in 1995. The cash generated in 1996 related to the
Company's equity offering completed in the second quarter and the
credit facility received in connection with the acquisition of
the temporary staffing company. The cash generated in 1995 was
from a loan for furniture and equipment.
The Company expects to have sufficient cash flow from
operations and its financing sources to meet its capital needs
through the remainder of the year.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this Amendment No. 1 to report on Form 10-QSB
to be signed on its behalf by the undersigned thereunto duly
authorized.
HEADWAY CORPORATE RESOURCES, INC.
Date: January 23, 1997 By Barry S. Roseman (Signature)
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 AFGL INTERNATIONAL, INC., FOR THE PERIOD ENDED
JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,558,151
<SECURITIES> 0
<RECEIVABLES> 9,789,377
<ALLOWANCES> 55,000
<INVENTORY> 0
<CURRENT-ASSETS> 13,191,270
<PP&E> 1,576,018
<DEPRECIATION> 960,078
<TOTAL-ASSETS> 31,853,270
<CURRENT-LIABILITIES> 8,940,254
<BONDS> 8,169,556
9,100,300
0
<COMMON> 48,996
<OTHER-SE> 4,930,830
<TOTAL-LIABILITY-AND-EQUITY> 31,853,270
<SALES> 0
<TOTAL-REVENUES> 16,515,580
<CGS> 0
<TOTAL-COSTS> 14,475,250
<OTHER-EXPENSES> 243,595
<LOSS-PROVISION> 29,514
<INTEREST-EXPENSE> 269,467
<INCOME-PRETAX> 1,796,735
<INCOME-TAX> 945,865
<INCOME-CONTINUING> 850,870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 237,600
<EPS-PRIMARY> .04
<EPS-DILUTED> (.08)
</TABLE>
