U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] 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 registrant as specified in its charter)
DELAWARE 75-2134871
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Third Avenue, New York, New York 10022
(Address of principal executive offices)
(212) 508-3560
(Registrant's telephone number)
(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 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:
Indicate by check mark 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:
Indicate the number of shares outstanding of each of the issuerOs
classes of common equity, as of the latest practicable date:
10,236,697 shares of common stock.
<PAGE>
FORM 10-Q
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. Financial Information
Financial Statements
Unaudited Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997 3
Unaudited Consolidated Statements of Operations-
Three Months and Six Months Ended June 30, 1998 and 1997 4
Unaudited Consolidated Statement of Stockholders' Equity-
Six Months Ended June 30, 1998 5
Unaudited Consolidated Statements of Cash Flows-
Six Months Ended June 30, 1998 and 1997 7
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II. Other Information 13
Signatures 13
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Balance Sheets
(Unaudited)
(Dollars In Thousands)
June 30, 1998 December 31, 1997
Assets: ---------------------------------
Current assets:
Cash and cash equivalents $ 5,158 $ 2,472
Accounts receivable, trade, net 43,378 27,332
Due from related party - 638
Prepaid expenses and other current assets 971 368
-------------------------------
Total current assets 49,507 30,810
Property and equipment, net 3,439 2,181
Intangibles, net 55,841 28,079
Deferred financing costs 1,741 2,821
Other assets 806 3,445
-------------------------------
Total assets $ 111,334 $ 67,336
_______________________________
-------------------------------
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable and accrued expenses $ 5,493 $ 4,605
Accrued payroll 11,644 8,097
Long-term debt, current portion and
line of credit 146 15,259
Capital lease obligations, current portion 174 199
Other liabilities 2,950 2,200
Total current liabilities 20,407 30,360
-------------------------------
Long-term debt, less current portion 49,736 19,059
Capital lease obligations, less current portion 282 318
Deferred rent 1,180 1,147
Stockholders' equity:
Preferred stock---$.0001 par value, 5,000,000
shares authorized:
Series B, convertible preferred stock-$.0001 par
value, 6,858 shares authorized, none and 572 issued
and outstanding in 1998 and 1997, respectively - 200
Series D, convertible preferred stock-$.0001 par
value, 44 shares authorized, none and 4 issued
and outstanding in 1998 and 1997, respectively - 200
Series F, convertible preferred stock-$.0001 par
value, 1,000 shares authorized, issued and
outstanding [aggregate liquidation value $20,000] 20,000 -
Common stock-$.0001 par value, 20,000,000 shares
authorized, 10,222,398 and 8,907,110 issued and
outstanding in 1998 and 1997, respectively 1 1
Additional paid-in capital 15,021 13,247
Cumulative translation adjustments 87 41
Notes receivable (186) (285)
Retained earnings 4,806 3,048
------------------------------
Total stockholders' equity 39,729 16,452
------------------------------
Total liabilities and stockholders' equity $ 111,334 $ 67,336
See accompanying notes
-3-
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statements of Operations
(Unaudited)
(Dollars In Thousands)
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
1998 1997 1998 1997
------------------- -------------------
Revenues $ 72,281 $ 34,176 $ 129,999 $ 56,252
Operating expenses:
Direct costs 55,137 24,153 98,257 38,586
General and administrative 12,807 7,447 23,684 13,055
Depreciation and amortization 611 347 1,100 572
----------------------------------------
68,555 31,947 123,041 52,213
Operating income from
continuting operations 3,726 2,229 6,958 4,039
Other expenses (income):
Interest expense 869 626 1,851 1,056
Interest income (21) (1) (53) (9)
Gain on sale of investment (901) -- (901) (1,219)
----------------------------------------
(53) 625 897 (172)
Income from continuing operations
before income tax expense and
extraordinary items 3,779 1,604 6,061 4,211
Income tax expense 1,519 661 2,531 1,714
----------------------------------------
Income from continuing operations
before extraordinary items 2,260 943 3,530 2,497
(Loss) from discontinued operations -- (157) -- (152)
----------------------------------------
Income before extraordinary item 2,260 786 3,350 2,345
Extraordinary item--loss on
early retirement of debt (net
of income tax benefit of $1,241) -- -- (1,457) --
----------------------------------------
Net income 2,260 786 2,073 2,345
Preferred dividend requirements (278) (31) (315) (83)
----------------------------------------
Net income available for
common stockholders $ 1,982 $ 755 $ 1,758 $ 2,262
________________________________________
----------------------------------------
Basic earnings (loss) per
common share:
Continuing operations $ .20 $ .12 $ .34 $ .34
Discontinued operations -- (.02) -- (.02)
Extraordinary item -- -- (.15) --
----------------------------------------
Net income $ .20 $ .10 $ .19 $ .32
________________________________________
----------------------------------------
Diluted earnings (loss)
per common share:
Continuing operations $ .15 $ .10 $ .27 $ .26
Discontinued operations -- (.02) -- (.02)
Extraordinary item -- -- (.11) --
----------------------------------------
Net income $ .15 $ .08 $ .16 $ .24
________________________________________
----------------------------------------
See accompanying notes
-4-
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statement of Stockholders' Equity
(Unaudited)
(Dollars in thousands)
Series B Series D Series F
Convertible Convertible Convertible
Preferred Stock Preferred Stock Preferred Stock
Shares Amount Shares Amount Shares Amount
Balance - December
31, 1997 572 $ 200 4 $ -- -- --
Issuance of
preferred stock -- -- -- -- 1,000 20,000
Conversion of
preferred stock (572) (200) (4) (200) -- --
Repayment of notes
receivable -- -- -- -- -- --
Issuance of stock
for acquisitions -- -- -- -- -- --
Exercise of options
and warrants -- -- -- -- -- --
Preferred stock
dividends -- -- -- -- -- --
Translation adjustment -- -- -- -- -- --
Net income -- -- -- -- -- --
Balance - June 30, 1998 -- $ -- -- $ -- 1,000 $20,000
-5-
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statement of Stockholders' Equity (Continued)
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Notes Additional Cumulative Total
Receivable Common Stock Paid-in Translation Retained Stockholders'
Amount Shares Amount Capital Adjustment Earnings Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance -
December 31, 1997 $ (285) 8,907,110 $ 1 $13,247 $ 41 $ 3,048 $ 16,452
Issuance of
preferred stock -- -- -- (1,367) -- -- 18,633
Conversion of
preferred stock -- 114,540 -- 400 -- -- --
Repayment of notes
receivable 99 -- -- -- -- -- 99
Issuance of stock
for acquisitions -- 94,778 -- 900 -- -- 900
Exercise of options
and warrants -- 1,105,970 -- 1,841 -- -- 1,841
Preferred stock
dividends -- -- -- -- -- (315) (315)
Translation
adjustments -- -- -- -- 46 -- 46
Net income -- -- -- -- -- 2,073 2,073
Balance -
June 30, 1998 $ (186) 10,222,398 $ 1 $15,021 $ 87 $ 4,806 $ 39,729
</TABLE>
-6-
<PAGE>
Headway Corporate Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six months ended June 30,
1998 1997
------------------------
Operating activities:
Net Income $ 2,073 $ 2,345
Adjustments to reconcile net income to net cash
(used in) operating activities:
Loss on early retirement of debt 1,457 -
Depreciation and amortization 1,100 662
Amortization of deferred financing costs 239 290
Deferred income taxes 96 (33)
Gain on sale of investment (901) (1,219)
Changes in assets and liabilities net of
effect of acquisitions:
Accounts receivable (12,692) (4,975)
Prepaid expenses and other current assets (656) (392)
Other assets 7 (208)
Accounts payable and accrued expenses 943 291
Accrued payroll 3,340 1,763
Income taxes payable 658 881
Deferred rent 33 (2)
-----------------------
Net cash (used in) operating activities (4,303) (597)
-----------------------
Investing activities:
Expenditures for property and equipment (1,267) (526)
Repayment from notes receivable 99 67
Repayment from related party 638 -
Proceeds from sale of investment 3,178 1,642
Cash paid for acquisitions, net of cash acquired (29,461) (4,225)
-----------------------
Net cash (used in) investing activities (26,813) (3,042)
-----------------------
Financing activities:
Issuance of preferred stock 18,633 -
Cash dividends paid (314) (28)
Net change in revolving credit line (13,404) 3,368
Proceeds from long-term debt 49,500 4,000
Repayment of long-term debt (20,582) (675)
Payment of capital lease obligations (61) (57)
Payments of loan acquisition fees (1,857) (586)
Proceeds from exercise of options and warants 1,841 -
-----------------------
Net cash provided by financing activities 33,756 6,022
-----------------------
Effect of exchange rate changes
on cash and cash equivalents 46 2
Increase in cash and cash equivalents 2,686 2,385
Cash and cash equivalents at beginning of period 2,472 1,008
-----------------------
Cash and cash equivalents at end of period $ 5,158 $ 3,393
_______________________
-----------------------
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 1,612 $ 803
Income taxes $ 1,974 $ 657
-7-
<PAGE>
HEADWAY CORPORATE RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(1) BASIS OF PRESENTATION
These financial statements are presented on a consolidated
basis and include the results of operations of Headway Corporate
Resources, Inc., and its wholly-owned subsidiaries (i) Headway
Corporate Staffing Services, Inc. and its wholly-owned subsidiaries
(OHCSSIO) and (ii) Whitney Partners, LLC and its United Kingdom and
Asian subsidiaries (OWPIO), (collectively referred to as the
OCompanyO).
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-Q 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 CompanyOs Form 10-KSB for the year ended
December 31, 1997.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Comprehensive Income - As of January 1, 1998, the Company
adopted Statement 130, Reporting Comprehensive Income. Statement 130
establishes new rules for the reporting and display of comprehensive
income and its components, however, the adoption of this Statement had
no impact on the CompanyOs net income or shareholdersO equity.
Statement 130 requires foreign currency translation adjustments, which
prior to adoption were reported separately in shareholdersO equity, to
be included in other comprehensive income. During the second quarter
of 1998 and 1997, total comprehensive income amounted to $2,278,000
and $811,000, respectively. Total comprehensive income for the six
months ended June 30, 1998 and 1997 amounted to $2,119,000 and
$2,347,000, respectively.
Reclassifications - Certain reclassifications of 1997
balances have been made to conform to the 1998 presentation.
(3) ACQUISITIONS
In March 1998, the Company acquired directly and through its
subsidiaries three businesses in three separate transactions. The
Company acquired substantially all of the assets of Cheney Associates
and Cheney Consulting Group of New Haven, Connecticut, for
approximately $3,772,000 paid at closing, plus an earnout for certain
periods through the end of March 2001 equal to a percentage of the
earnings, as defined. The Company also acquired substantially all of
the assets of the Southern Virginia offices of Select Staffing
Services, Inc. for approximately $2,993,000 paid at closing, plus an
earnout for certain periods through the end of March 2001, equal to a
percentage of the earnings, as defined. The Company acquired all of
the outstanding capital stock of Shore Resources, Incorporated, of Los
Angeles, California, for approximately $5,051,000 paid at closing,
plus an earnout for certain periods through the end of March 2001,
equal to a percentage of the earnings, as defined. The purchase price
for these acquisitions exceeded the fair value of assets acquired
resulting in goodwill of approximately $11,700,000.
In June 1998, the Company acquired through its wholly owned
subsidiary three businesses in two separate transactions. The Company
acquired substantially all the assets of Staffing Solution, Inc., and
Intelligent Staffing, Inc. (collectively OSSIO), both Florida
corporations. The purchase price for SSI was $1,300,000 paid at
closing in the form of cash and 9,170 shares of common stock, plus an
earnout over the three-year period commencing June 22, 1998, equal to
a specified portion of the future earnings, as defined. The Company
also acquired substantially all the assets of Phoenix Communication
Group, Inc. of N.J. (OPCGO). The purchase price for PCG was
approximately $17,000,000 paid at closing in the form of cash and
85,608 shares of common stock, plus an earnout over the four-year
period commencing June 29, 1998, equal to a multiple of the future
earnings, as defined. The purchase price for these acquisitions
exceeded the fair value of assets acquired resulting in goodwill of
approximately $16,200,000.
-8-
<PAGE>
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. Any additional purchase price based
on future earnings related to the aforementioned acquisitions will be
recorded as goodwill upon the determination that the earnouts have
been met.
The pro forma unaudited consolidated results of operations
assuming consummation of the above mentioned transactions, and certain
acquisitions in 1997, as of the beginning of the respective periods,
are as follows:
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
-----------------------------------------------
Total revenue $ 75,810 $ 54,450 $ 144,424 $ 96,973
Net income 2,250 2,487 2,677 4,703
Net income available for
common stockholders 1,972 2,131 2,124 4,070
Earnings per share:
Basic $ .20 $ .29 $ .22 $ .56
Diluted $ .15 $ .18 $ .20 $ .35
(4) DEBT AND EQUITY TRANSACTIONS
In March 1998, the Company completed debt and equity
financing totaling $105,000,000. The financing includes a $75,000,000
senior credit facility, $10,000,000 of senior subordinated notes, and
$20,000,000 of Series F Convertible Preferred Stock. The Company
retired its credit facility with ING (U.S.) Capital Corporation for
$37,998,000 from the proceeds of the new financing.
The senior credit facility is payable within five years with
mandatory reductions of $5,000,000 in March 2001 and $10,000,000 in
March 2002. This revolving credit facility bears interest at varying
rates based on LIBOR ranging from 7.22% to 7.29% per annum at June 30,
1998. The Company incurred expenses in connection with the issuance
of the senior credit facility of $1,062,000 which have been deferred
and are being amortized over the five year life of the debt. As of
June 30, 1998, $39,500,000 was drawn on this facility. Substantially
all assets of the Company have been pledged as collateral for this
credit agreement. The credit agreement requires the Company to meet
certain financial ratios, as defined.
The senior subordinated notes are payable in March 2006 and
bear interest at a fixed rate of 12% per annum until March 2001,
increasing to 14% per annum thereafter. The Company incurred expenses
in connection with the issuance of the senior subordinated notes of
$759,000 which have been deferred and are being amortized over the
eight year life of the debt.
The Series F Convertible Preferred Stock accrues dividends
at the rate of 5.5% per annum and is convertible to common stock at a
conversion price to be determined based on the market price of the
common stock over the next two years. The Company incurred expenses
in connection with the issuance of the preferred stock of $1,367,000
which have been accounted for as a reduction in additional paid-in
capital.
-10-
<PAGE>
(5) EARNINGS PER SHARE
The following table sets forth the computation of basic and
diluted earnings per share for the six months ended June 30, 1998 and
1997:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
-----------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Income from continuing operations
before extraordinary item $ 2,260,000 943,000 $ 3,530,000 2,497,000
(Loss) from discontinued operations -- (157,000) -- (152,000)
Extraordinary item -- -- (1,457,000) --
Preferred dividend requirements (278,000) (31,000) (315,000) (83,000)
-----------------------------------------------
Numerator for basic earnings per share-
net income available for common
shareholders 1,982,000 755,000 1,758,000 2,262,000
Effect of dilutive securities:
Preferred dividend requirements 278,000 31,000 315,000 83,000
-----------------------------------------------
Numerator for diluted earnings per share-
net income available for common
stockholders after assumed conversions $ 2,260,000 786,000 $ 2,073,000 2,345,000
_______________________________________________
-----------------------------------------------
Denominator:
Denominator for basic earnings per
share - weighted average shares 9,947,050 7,213,520 9,465,438 7,082,636
Effect of dilutive securities:
Stock options and warrants 1,785,510 913,703 2,038,099 964,873
Convertible preferred stock 3,584,229 1,591,480 1,792,115 1,722,364
-----------------------------------------------
Dilutive potential common stock 5,369,739 2,505,183 3,830,214 2,687,237
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 15,316,789 9,718,703 13,295,652 9,769,873
_______________________________________________
-----------------------------------------------
Basic earnings per share $ .20 $ .10 $ .19 $ .32
_______________________________________________
-----------------------------------------------
Diluted earnings per share $ .15 $ .08 $ .16 $ .24
_______________________________________________
-----------------------------------------------
</TABLE>
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Overview
The CompanyOs strong financial performance for the second
quarter of 1998 was a continuation of the first quarter. The high
demand for contingent workers as well as acquisitions made in the
latter part of 1997 and the first quarter of 1998 are the primary
reasons for the strong results. For the first six months of 1998, the
Company acheived record revenues and operating profits. All of the
acquisitions that the Company has consummated over the past twenty
four months have performed at or above expectations for the first six
months of 1998. The Company expects this trend to continue as long as
there is no drastic change in the economy or the financial services
industry. The Company expects to continue to grow both internally and
through acquisitions.
In June 1998, the Company completed the acquisitions of two
staffing companies; one has offices in South Florida and the other is
located in New Jersey. In March 1998, the Company completed the
acquisition of three staffing companies. In addition, the Company
closed on $105,000,000 of new financing consisting of a combination of
debt and equity.
Consolidated
Revenues increased $38,105,000 or 111% to $72,281,000 for the
three months ended June 30, 1998, from $34,176,000 for the same period
in 1997. For the six months ended June 30, 1998, revenues were
$129,999,000, an increase of 131% from $56,252,000 a year earlier.
These increases are attributable to the temporary staffing
acquisitions completed in the later part of 1997 and early part of
1998, as well as strong internal growth from existing businesses.
Operating expenses increased $36,608,000 to $68,555,000 for the
three months ended June 30, 1998, from $31,947,000 for the same period
in 1997. Of these amounts, $55,137,000 and $24,153,000 were the
direct costs of revenues relating to wages, taxes and benefits of
worksite employees for the three months ended June 30, 1998 and 1997,
respectively. This resulted in gross profit of $17,144,000 or 23.7%
of revenues for the three months ended June 30, 1998, as compared to
$10,023,000 or 29.3% of revenues for the second quarter last year.
For the six months ended June 30, 1998, operating expenses were
$123,041,000, up from $52,213,000 a year earlier. Of these amounts,
$98,257,000 and $38,586,000 were the direct costs of revenues relating
to wages, taxes and benefits of worksite employees for the six months
ended June 30, 1998 and 1997, respectively. This resulted in gross
profit of $31,742,000 or 24.4% of revenues for the six months ended
June 30, 1998, as compared to $17,666,000 or 31.4% of revenues for the
same period last year. The decline in the CompanyOs gross margin is a
direct result of the strong internal growth in the CompanyOs contract
staff and payrolling business, which operates at a gross margin of
approximately 5%.
Operating income from continuing operations increased 67% or
$1,497,000 to $3,726,000 for the three months ended June 30, 1998,
compared to $2,229,000 for the three months ended June 30, 1997.
Operating income from continuing operations for the six months ended
June 30, 1998, increased 72% or $2,919,000 to $6,958,000 from
$4,039,000 a year earlier. The increase is directly related to the
growth in revenue. As a result of an increase in the lower margin
contract staff and payrolling business, operating income declined as a
percentage of revenues for the second quarter of 1998 and for the six
months ended June 30, 1998.
Diluted earnings per share were $0.15 for the second quarter of
1998, compared to $0.08 for the second quarter of 1997. Included in
the 1998 results was an after-tax gain on the sale of an investment
(Incepta) of $595,000 or $0.04 per diluted share. 1997 results
included a loss from discontinued operations of $(0.02) per share.
For the six months ended June 30, 1998, diluted earnings per share
were $0.27 before extraordinary items compared to $0.24 for the same
period in 1997. Included in the results for the first six months of
1998 was an after-tax gain on the sale of investment of $0.04 per
diluted share. 1997 results included income of $0.07 per share from
the after-tax gain on the sale of investment, net of the loss from
discontinued operations.
-11-
<PAGE>
Liquidity and Capital Resources
Cash used in operations during the six months ended June 30, 1998
was $4,303,000, compared to cash used in operations of $597,000 during
the same period in 1997. The cash used in the current quarter was
primarily attributable to the increase in accounts receivable as a
result of the CompanyOs growth in revenue. This is a trend that is
likely to continue as the Company continues to grow the staffing
business.
In March 1998, the Company completed a new financing consisting
of a $75,000,000 senior credit facility and $30,000,000 of junior
capital. The junior capital included $20,000,000 of convertible
preferred stock and $10,000,000 of senior subordinated debt. The
Company used a portion of the new financing to pay down existing debt
obligations and a portion to finance the acquisitions which the
Company completed in the first six months of 1998. The balance of the
financing will be used for future acquisitions and for general working
capital. Primarily as a result of the financing, the CompanyOs
working capital improved dramatically to $29,100,000 at June 30, 1998,
from $450,000 at December 31, 1997. Management expects that the
Company's working capital position will be sufficient to meet all of
the working capital needs for the remainder of the year.
For the six months ended June 30, 1998, the Company used
$26,813,000 in investing activities almost exclusively for the
acquisitions completed in March and June, compared to cash used in
investing activities of $3,042,000 for the same period in 1997. The
cash used for investing activities in 1997 also related to staffing
acquisitions.
Total net cash received from financing activities was $33,756,000
for the first half of 1998, compared to net cash provided by financing
activities of $6,022,000 for the same period in 1997. The cash
generated in 1998 related to the financing completed in March.
-12-
<PAGE>
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-K.
REPORTS ON FORM 8-K: On July 13, 1998, the Company filed a report
on Form 8-K dated June 29, 1998 reporting under Item 2 the acquisition
of three businesses:
(1) Phoenix Communication Group, Inc. of N.J.
(2) Staffing Solution, Inc.
(3) Intelligent Staffing, Inc.
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: August 7, 1998 /s/Barry S. Roseman, President and
and Chief Operating Officer
(Duly Authorized and Principal
Financial Officer)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,158
<SECURITIES> 0
<RECEIVABLES> 43,378
<ALLOWANCES> 702
<INVENTORY> 0
<CURRENT-ASSETS> 49,507
<PP&E> 3,439
<DEPRECIATION> 1,421
<TOTAL-ASSETS> 111,334
<CURRENT-LIABILITIES> 20,407
<BONDS> 50,018
20,000
0
<COMMON> 1
<OTHER-SE> 19,728
<TOTAL-LIABILITY-AND-EQUITY> 39,729
<SALES> 0
<TOTAL-REVENUES> 129,999
<CGS> 0
<TOTAL-COSTS> 123,041
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 292
<INTEREST-EXPENSE> 1,851
<INCOME-PRETAX> 6,061
<INCOME-TAX> 2,531
<INCOME-CONTINUING> 3,530
<DISCONTINUED> 0
<EXTRAORDINARY> (1,457)
<CHANGES> 0
<NET-INCOME> 2,073
<EPS-PRIMARY> .19
<EPS-DILUTED> .16
</TABLE>
