COMPUTER HORIZONS CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
(MARK ONE)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2001

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____ to ____

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 No.)

49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
- -------------------------- -----------
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number,
including area code: (973) 299-4000
-------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
- ------------------- -------------------

None None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (Par Value $.10 Per Share)
--------------------------------------
(Title of class)

Series A Preferred Stock Purchase Rights
----------------------------------------
(Title of class)

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 12 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. Yes X No .
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. { }

The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant as of March 27, 2002, was approximately
$125,795,000.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 27, 2002: 31,395,441 shares.

DOCUMENTS INCORPORATED BY REFERENCE

There is incorporated herein by reference the registrant's (i) Annual
Report to Shareholders for the year ended December 3l, 2001, in Part II of this
Report and (ii) Proxy Statement for the 2002 Annual Meeting of Shareholders,
expected to be filed with the Securities and Exchange Commission on or before
April 10, 2002, in Part III hereof.

PART I

Item 1. BUSINESS

GENERAL

The Company provides a wide range of information technology services and
solutions to major corporations. Historically a professional services staffing
firm, the Company has, over the past six years, developed the technological and
managerial infrastructure to offer its clients value added services, e-business
solutions, human resource e-procurement solutions, enterprise network
management, software products, outsourcing, customer relationship management and
knowledge transfer. The Company markets solutions to both existing and potential
clients with the objective of becoming a preferred provider of comprehensive
information technology services and solutions for such clients. The Company
believes that the range of services and solutions that it offers, combined with
its worldwide network of 52 offices and subsidiary organizations, provides it
with significant competitive advantages in the information technology
marketplace.

The Company's clients primarily are Global 1000 companies with significant
information technology budgets and recurring staffing or software development
needs. In 2001, the Company provided information technology services to 879
clients. During 2001, the Company's largest client accounted for 5.0% of the
Company's consolidated revenues. With the trend in the commercial market
moving towards fully integrated information systems solutions, the Company
offers its clients a broad range of business and technical services as a
service outsourcer and systems integrator capable of providing complex total
solutions. This total solutions approach comprises proprietary software and
tools, proven processes and methodologies, tested project management
practices and resource management and procurement programs.

The Company offers a range of information technology services and
solutions, which

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include (1) professional services staffing, (2) e-Business Solutions,
including (2a) CHIMES, (2b) outsourcing, (2c) knowledge transfer, (2d)
software products and (2e) enterprise network management.

(1) PROFESSIONAL SERVICES STAFFING: Providing highly skilled software
professionals to augment the internal information management staffs of major
corporations remains the Company's primary business. The Company offers its
clients a just-in-time solution to supply their staffing needs from among
the Company's over 2,000 software professionals. Customers are serviced
through the Company's branch network of offices in the United States and
Canada.

(2) e-BUSINESS SOLUTIONS: CHC Solutions Group is a leader in a new breed of
end-to-end eSolutions providers, enabling legacy corporations and others to
build business-critical and highly scalable solutions. The Company offers a
comprehensive list of integrated solutions. CHC Solutions' offerings include:
e-Business Strategy and Assessment, Web Architecture Design and Integration,
Application Development, Customer Relationship Management (CRM), Project
Management, Outsourcing and Networking Services. The Solutions Group provides
comprehensive web application development and Internet-working solutions, as
well as network engineering and server management. The Solutions Group
development practice specializes in information design, data driven web site
development, systems integration, project management and web hosting services.

(2a) CHIMES: Chimes, Inc. ("Chimes"), a wholly owned subsidiary of
the Company, is a leading provider of e-Procurement Solutions for Human
Capital Acquisition and Management. Chimes' Centralized Vendor Management
(CVM) offering procures the top professionals on demand by utilizing proven
supply chain management techniques. CVM manages the entire process,
simplifying billing and timesheet administration and coordinating the
activities of all the customer's vendors. Chimes uses scalable procedures

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and browser based software to provide customers access to the best workers, in a
shorter period of time. This is accomplished while cost is controlled through
competitive "e-market effect pricing."

(2b) OUTSOURCING: Spurred by global competition and rapid
technological change, large companies, in particular, are downsizing and
outsourcing for reasons ranging from cost reduction to capital asset
improvement and from improved technology introduction to better strategic
focus. In response to this trend, the Company has created a group of regional
outsourcing centers with 24 hour/7 day a week support, which are fully
equipped with the latest technology and communications, as well as a complete
staff that includes experienced project managers, technicians and operators.
These professionals facilitate essential data functions including:
applications development, systems maintenance, data network management, voice
network administration and help desk operations.

(2c) KNOWLEDGE TRANSFER: The Company's Education Division offers
custom-designed and/or existing training programs to enhance the competencies of
client staff in specific technologies, languages, methodologies and
applications. The prevailing focus of the Company is to assist clients through
instructor-led, on-site training and consulting in the transitioning IT
organization of Fortune 1000 corporations nationwide. To support these changing
technologies, the Company has developed extensive curriculum offerings in Web
technologies, Relational Databases, Programming Languages, Reporting Tools,
Process Improvement, UNIX, Client/Server and Mainframe technologies.

(2d) SOFTWARE PRODUCTS: Princeton Softech, Inc. ("Princeton"), a
wholly-owned subsidiary of the Company, is a software products company that
delivers leveraging technologies for enterprise-scale solutions. Princeton's
patented Relationship Engine technology enables companies with large databases
and large amounts of data to manage their mission critical applications through
database's relational integrity in its business context. As of December 31,

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2001, this subsidiary is an asset held for sale. On March 25, 2002, the net
assets of Princeton Softech, Inc. were sold for a cash payment of approximately
$16 million.

(2e) ENTERPRISE NETWORK MANAGEMENT: eB Networks, Inc., a formally
wholly-owned subsidiary of the Company, specializes in building and implementing
strategic network infrastructure to assist companies in achieving e Business
objectives. eB Networks' service offerings include infrastructure architecture,
enterprise management, security, operating systems integration and high
availability internet. On September 10, 2001, the Company sold the assets of eB
Networks, with the exception of its HIPAA practice which was retained by the
Company.

PERSONNEL

As of December 3l, 2001, the Company had a staff of 3,313, of whom more
than 2,500 were IT professionals. The Company devotes significant resources to
recruitment of qualified professionals and provides continuing in-house training
and education, and a career path management development program within the
Company.

COMPETITION

The Company competes in the commercial information technology services
market which is highly competitive and served by numerous firms, many of which
serve only their respective local markets. The market includes participants in a
variety of market segments, including systems consulting and integration firms,
professional services companies, application software firms, temporary
employment agencies, the professional service groups of computer equipment
companies, facilities management and management information systems ("MIS")
outsourcing companies, certain "Big Five" accounting firms, and general
management consulting firms. The Company's competitors also include companies
such as Accenture (formerly Andersen Consulting), Technology Solutions
Corporation, Cap Gemini America, Business System Group, the consulting division
of Computer Sciences

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Corporation, Analysts International Corp., CIBER, Inc., Computer Task Group
Inc., Keane Inc., i GATE CORP and Covansys Corp.

Many participants in the information technology consulting and software
solutions market have significantly greater financial, technical and marketing
resources and generate greater revenues than the Company. The Company believes
that the principal competitive factors in the commercial information technology
services industry include responsiveness to client needs, speed of application
software development, quality of service, price, project management capability
and technical expertise. Pricing has its greatest importance as a competitive
factor in the area of professional service staffing. The Company believes that
its ability to compete also depends in part on a number of competitive factors
outside its control, including the ability of its competitors to hire, retain
and motivate skilled technical and management personnel, the ownership by
competitors of software used by potential clients, the price at which others
offer comparable services and the extent of its competitors' responsiveness to
customer needs.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, the Company files annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document filed by the Company at
the SEC's public reference room in Washington, D.C. at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or in the public reference rooms located in New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The Company's SEC filings are
also available to the public from the SEC's website at http://www.sec.gov.

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Item 2. PROPERTIES

The Company's Corporate and Financial Headquarters, as well as its Eastern
Regional Office, comprising approximately 63,000 square feet, are located at
49 Old Bloomfield Avenue, Mountain Lakes, New Jersey. The Mountain Lakes lease
is for a term expiring December 31, 2002, at a current annual rental of
approximately $1,400,000. As of December 3l, 2001, the Company also maintained
facilities in Arizona, California, Colorado, Connecticut, Florida, Georgia,
Illinois, Indiana, Iowa, Maryland, Massachusetts, Michigan, Minnesota, New
Jersey, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas,
Washington and Washington D.C. as well as international operations located in
Europe and Canada, with an aggregate of approximately 341,000 square feet. The
leases for these facilities are at a current annual aggregate rental of
approximately $6,597,000. These leases expire at various times with no lease
commitment longer than December 31, 2007.

Item 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth certain information with respect to the
executive officers of the Company, who are elected to serve until the next
annual meeting of the Board of Directors and until their successors are elected
and qualify. All the positions listed are or were held by such officers with the
Company.

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PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required by this item is contained under the caption
"Market and Dividend Information" in the Company's Annual Report to Shareholders
for the year ended December 3l, 2001, which material is incorporated by
reference in this Form 10-K Annual Report.

Item 6. SELECTED FINANCIAL DATA

The information required by this item is contained under the caption
"Selected Financial Data" in the Company's Annual Report to Shareholders for the
year ended December 3l, 2001, which material is incorporated by reference in
this Form 10-K Annual Report.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The information required by this item is contained under the caption
"Management's Discussion and Analysis" in the Company's Annual Report to
Shareholders for the year ended December 3l, 2001, which material is
incorporated by reference in this Form 10-K Annual Report.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is contained under the caption
"Management's Discussion and Analysis" in the Company's Annual Report to
Shareholders for the year ended December 3l, 2001, which material is
incorporated by reference in this Form 10-K Annual Report.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements together with the report thereon by Grant Thornton
LLP, Independent Certified Public Accountants, appearing in the Company's Annual
Report to Shareholders for the year ended December 31, 2001, are incorporated
herein by reference. Such information is listed in Item 14(a)1 of this Form 10-K
Annual Report.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no disagreements with the Company's independent accountants
involving accounting and financial disclosure matters.

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PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) The information called for by Item 10 with respect to identification of
directors of the Company is incorporated herein by reference to the material
under the caption "Election of Directors" in the Company's Proxy Statement for
its 2002 Annual Meeting of Shareholders which is expected to be filed with the
Securities and Exchange Commission on or before April 10, 2002 (the "2002 Proxy
Statement").

(b) The information called for by Item 10 with respect to executive
officers of the Company is included in Part I herein under the caption
"Executive Officers of the Company".

Item 11. EXECUTIVE COMPENSATION

The information called for by Item 11 with respect to management
remuneration and transactions is incorporated herein by reference to the
material under the caption "Executive Compensation" in the 2002 Proxy Statement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by Item 12 with respect to security ownership of
certain beneficial owners and management is incorporated herein by reference to
the material under the caption "Certain Holders of Voting Securities" in the
2002 Proxy Statement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

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PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)

1. The following consolidated financial statements, appearing in the Company's
2001 Annual Report to Shareholders, are incorporated herein by reference.

-Report of independent certified public accountants on the consolidated
financial statements

-Consolidated balance sheets as of December 3l, 2001 and 2000

-Consolidated statements of operations for each of the three years in the
period ended December 31, 2001

-Consolidated statement of shareholders' equity for each of the three
years in the period ended December 31, 2001

-Consolidated statements of cash flows for each of the three years in the
period ended December 31, 2001

-Notes to consolidated financial statements

2. Schedule II - Valuation and qualifying accounts for the years ended
December 31, 2001, 2000 and 1999.

Report of independent certified public accountants on the financial
statements schedule.

All other schedules are omitted because they are not applicable or
the required information is shown in the consolidated financial
statements or notes thereto.

3. The exhibit index

4. Consent of Grant Thornton LLP

(b) No reports on Form 8K have been filed during the quarter for which this
report is filed.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
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.

Date: March 29, 2002 By: /s/ John J. Cassese
-------------------
John J. Cassese, Chairman
of the Board and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

COMPUTER HORIZONS CORP.

Date: March 29, 2002 By: /s/ John J. Cassese
-------------------
John J. Cassese, Chairman
of the Board and President
(Principal Executive Officer) and
Director

Date: March 29, 2002 By: /s/ William J. Murphy
---------------------
William J. Murphy,
Executive Vice President and CFO
(Principal Financial Officer) and
Director

Date: March 29, 2002 By: /s/ Michael J. Shea
-------------------
Michael J. Shea
Vice President and Controller
(Principal Accounting Officer)

Date: March 29, 2002 By: /s/ Thomas J. Berry
--------------------
Thomas J. Berry, Director

Date: March 29, 2002 By: /s/ William M. Duncan
---------------------
William M. Duncan, Director

Date: March 29, 2002 By: /s/ Rocco J. Marano
-------------------
Rocco J. Marano, Director

Date: March 29, 2002 By: /s/ William J. Marino
---------------------
William J. Marino, Director

Date: March 29, 2002 By: /s/ Earl Mason
--------------
Earl Mason, Director

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EXHIBIT INDEX

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4(c) Amendment No. 2 dated as of Exhibit 4(c) to Form 10K
August 10, 1994 to Rights for the fiscal year ended
Agreement. December 31, 1994.

4(d) Employee's Savings Plan and Exhibit 4.4 to Registration
Amendment Number One. Statement on Form S-8 dated
December 5, 1995.

4(e) Employee's Savings Plan Trust Exhibit 4.5 to Registration
Agreement as Amended and Statement on Form S-3 dated
Restated Effective January 1, December 5, 1995.
1996.

4(f) Amendment No. 3 dated as of Exhibit 4.1 to Form 8-K
July 13, 1999 to Rights dated July 13, 1999.
Agreement.

10(a) Employment Agreement dated as Exhibit 10(a) to Form 10K for
of February 16, 1990 between the the year ended December 31,
Company and John J. Cassese. 1989.

10(b) Employment Agreement dated as Exhibit 10(g) to Form S-3 dated
of January 1, 1997 between the August 14, 1997.
Company and William J. Murphy.

10(c) Employment Agreement dated as Exhibit 10(c) to Form 10K for
of March 6, 1997 between the the year ended December 31,
Company and Michael J. Shea. 1996.

10(d) 1991 Directors' Stock Option Exhibit 10(g) to Form 10-K
Plan, as amended. for the year ended December 31,
1994.

10(e) 1994 Incentive Stock Option and Exhibit 10(h) to Form 10K
Appreciation Plan. for the fiscal year ended
December 31, 1994.

10(f) $15,000,000 Discretionary Line of Exhibit 10(h) to Form S-3
Credit payable to Chase Manhattan dated August 14, 1997.
Bank dated as of June 30, 1998.

10(g) $10,000,000 Discretionary Line Exhibit 10(h) to Form 10K
of Credit from PNC Bank dated for the fiscal year ended
as of June 5, 1998. December 31, 1996.

10(h) 1999 Employee Stock Purchase Plan. Exhibit 99.1 to Form S8 dated
March 17, 1999.

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10(i) Amendment to the employment agreement Exhibit 10(i) to Form 10K
dated as of March 24, 2000 between the for the fiscal year ended
Company and William J. Murphy. December 31, 1999.

10(j) $15,000,000 Discretionary Line of Exhibit 10(j) to Form 10K
Credit payable to Chase Manhattan for the fiscal year ended
Bank dated as of June 30, 1998, as December 31, 1999.
amended on March 15, 2000 (increased to
$30,000,000).

10(k) $20,000,000 Discretionary Line of Credit Exhibit 10(k) to Form 10K
payable to Chase Manhattan Bank for the fiscal year ended
dated as of March 20, 2001. December 31, 2000.

10 (l) $40,000,000 Asset-Based Lending
Agreement payable to CIT dated as of
July 31, 2001.

13 Annual Report to Security Holders.

21 List of Subsidiaries.

23 Consent of Grant Thornton LLP,
Independent Public Accountants.

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS ON SCHEDULE II

Board of Directors and Shareholders
Computer Horizons Corp.

In connection with our audit of the consolidated financial statements of
Computer Horizons Corp. and Subsidiaries referred to in our report dated
February 26, 2002, which is included in the 2001 Annual Report to
Shareholders and incorporated by reference in this Form 10-K, we have also
audited Schedule II for each of the years ended December 31, 2001, 2000 and
1999. In our opinion, this schedule presents fairly, in all material
respects, the information required to be set forth therein.

/s/ Grant Thornton LLP
- ----------------------
Grant Thornton LLP

Edison, New Jersey
February 26, 2002

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Computer Horizons Corp. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 2001, 2000 and 1999

Notes

(1) Uncollectible accounts written off, net of recoveries.
(2) Includes write-down of assets held for sale and write-off of
ceased operations.
(3) Credit recorded resulting from earlier than expected subleasing of
properties.

Computer Horizons Corp. and Subsidiaries
SELECTED FINANCIAL DATA

Year ended December 31,

1

Computer Horizons Corp. and Subsidiaries

SELECTED FINANCIAL DATA (CONTINUED)

Year ended December 31,

2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of
consolidated revenues for the period indicated:

3

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

REVENUE GENERATING ACTIVITIES AND CRITICAL ACCOUNTING POLICIES

REVENUE GENERATING ACTIVITIES

The majority of the Company's revenues are derived from professional services
rendered in the information technology sector. The Company also owns a
stand-alone software products company, Princeton Softech Inc. ("Princeton"),
which accounted for less than 10% of consolidated revenues in 2001 and as of
December 31, 2001 is the only remaining asset held for sale from the
restructuring plan announced at the end of 2000. On March 25, 2002, the net
assets of Princeton Softech, Inc. were sold for a cash payment of
approximately $16 million.

The Company operates its business in two basic segments, IT Services and the
Solutions Group. The distinctions between the two segments primarily relate to
the management and supervision of services performed and related gross margins.

The IT Services business consists of providing technology consultants to large
organizations on a temporary hire basis. The consultant work is supervised and
managed by the customer. For the most recent year 2001, this segment represented
approximately 68.5% of total revenues. The IT Services business tends to be a
lower risk, lower gross margin business with very competitive pricing.

The Solutions Group tends to be a higher margin, higher risk business, due to
the fact that the Company is responsible for project deliverables and other
conditions contained in statements of work and/or contracts with customers.
Virtually all projects performed by the Solutions Group are IT related and
consist of practices such as application development, outsourcing arrangements,
government services, Health Insurance Portability and Accountability Act,
("HIPAA") services, technology training and managed services.

Our Chimes subsidiary is currently part of the Solutions Group. Chimes is a
human capital management solution that, through the use of proprietary software
and processes, manages the temporary workforce of large organizations. During
2001, Chimes accounted for less than 3% of total revenues. It is the Company's
expectation that Chimes will continue to grow and become a separate business
segment for financial reporting purposes.

4

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

The most critical accounting policies used in the preparation of the Company's
financial statements are related to revenue recognition and the evaluation of
long-lived assets for impairment.

The revenue for the IT Services Group is recognized as services are rendered.
Hourly or daily rates are determined in advance and agreed to with the customer.
Time worked is documented in various forms using the applicable timekeeping
process (i.e. the client's or the Company's timekeeping systems). Revenues in
the Solutions Group are also recognized as services are performed, however,
adjustments are sometimes needed to reflect progress against milestones or
deliverables. On fixed fee engagements, revenue and gross profit adjustments are
made to reflect revisions in estimated costs and contract values. It is
estimated that approximately 5% of total revenue is generated under fixed fee
contracts.

The Company's Chimes subsidiary recognizes revenue on a net transaction fee
basis. Chimes recognizes only their fee for the service, not the aggregate
billing to the customer. The Chimes solution aggregates the temporary workforce
supply chain to the customer and renders one invoice to the customer. Chimes is
paid for this service by the supply chain in the form of a fee. The gross amount
of the customer invoicing is not considered revenue to Chimes because there is
no earnings process for the gross amount and by contract terms, Chimes is not
obligated to pay the supply chain until paid by the customer.

Princeton recognizes revenue in accordance with AICPA Statement of Position 97-2
("SOP 97-2"), "Software Revenue Recognition," and AICPA Statement of
Position 98-9 ("SOP 98-9"). Under SOP 97-2, the Company recognizes software
license revenue when a noncancelable license agreement has been executed, fees
are fixed and determinable, the software has been delivered, and collection is
considered probable.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

Up to and including the year ended December 31, 2001, the Company evaluated its
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicated that the carrying amount of such
assets or intangibles may not be recoverable. Recoverability of assets to be
held and used was measured by a comparison of the carrying amount of an asset to
future net cash flows expected to be generated by the asset. If such an asset
was considered to be impaired, the impairment to be recognized was measured by
the amount by which the carrying amount of the asset exceeded the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value, less costs to sell.

5

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

During 2001, all assets declared for sale were disposed of except for
Princeton, which was sold on March 25, 2002. At the end of 2000, the Company
made certain strategic decisions to realign businesses and declared certain
assets for sale or disposition. These decisions resulted in the application
of the above mentioned policy and the recording of $40.3 million of non-cash
charges in 2000 for related write-offs.

New accounting rules relating to goodwill and other intangibles are to take
effect in 2002 together with new procedures to evaluate the carrying value of
these assets. It is possible that the adoption of these new rules in 2002 could
result in a transitional charge relating to the write-down of goodwill. If this
were to occur, the charge would be reported as a change in accounting principle
in the Company's income statement when adopted.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

REVENUES

Revenues decreased to $400.8 million in the year ended December 31, 2001 from
$445.5 million in the year ended December 31, 2000, a decrease of $44.7 million,
or 10.0%. Solutions Group revenues, including business units held for sale
decreased to $126.4 million in the year ended December 31, 2001 from
$141.8 million in the year ended December 31, 2000, a decrease of $15.4 million
or 10.9%. The decrease in Solutions Group revenue is primarily attributable to
the decline experienced by the business units held for sale. Solutions Group
revenue, excluding the operations of units held for sale increased to
$85.9 million in the year ended December 31, 2001 from $60.0 million in the year
ended December 31, 2000, an increase of $25.9 million or 43.2%. IT Services
revenues decreased to $274.4 million in the year ended December 31, 2001 from
$303.7 million in the year ended December 31, 2000, a decrease of $29.3 million
or 9.6%. The decrease in IT Services revenue of $29.3 million is the result of
continued decreases in the demand for temporary technology workers, the impact
of pricing decreases by customers and the lagging economy. The Company does not
anticipate any growth during 2002 in IT Services from the year-end 2001
headcount levels unless the economy recovers and IT spending increases.

6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

DIRECT COSTS

Direct costs decreased to $281.6 million in the year ended December 31, 2001
from $312.8 million in the year ended December 31, 2000. Gross margin remained
essentially flat at 29.7% in the year ended December 31, 2001 from 29.8% in the
year ended December 31, 2000. The Company's margins are subject to fluctuation
due to a number of factors, including the level of salary and other compensation
necessary to attract and retain qualified technical personnel.

SELLING, GENERAL, AND ADMINISTRATIVE

Selling, general and administrative expenses (excluding bad debt expense,
amortization expense and restructuring charges) decreased to $125.4 million in
the year ended December 31, 2001 from $143.7 million in the year ended
December 31, 2000, a decrease of $18.3 million or 12.7%. The decrease in
selling, general and administrative expenses was primarily attributable to cost
reductions in the IT Services group and Corporate, offset by increases in the
Solutions group as the Company continues to invest in its Chimes subsidiary.

BAD DEBT EXPENSE

Bad debt expense decreased to $3.4 million in the year ended December 31, 2001
from $26.5 million in the year ended December 31, 2000, a decrease of
$23.1 million. The 2000 bad debt expense includes a charge of $21.6 million in
the fourth quarter of 2000 as a direct result of problems created in late 1998
and early 1999 relating to the flawed implementation of an enterprise-wide
information system. The system was stabilized in the latter part of 1999 and
much of 2000 was spent attempting to reconcile and settle outstanding balances
with customers. However, it was deemed necessary in the fourth quarter of 2000
to make major concessions with customers for old balances in order to avoid
potentially damaging conflicts.

AMORTIZATION OF INTANGIBLES

Amortization of intangibles decreased to $2.7 million in the year ended
December 31, 2001 from $7.4 million in the year ended December 31, 2000, a
decrease of $4.7 million or 63.5%. This decrease in amortization expense was due
to the reduction of intangibles related to the assets held for sale.

7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESTRUCTURING CHARGES / (CREDITS)

During the fourth quarter of 2001, the Company recorded a restructuring
charge adjustment of $1.0 million primarily due to the termination, by the
sublessee, of the sublease contracts for closed offices included in the 1999
restructure charge. Since the sublessee defaulted on the rent payments, it
was necessary to restore the Company's liability for the remaining lease
obligations. In the second quarter of 2001, the Company recorded $5.5 million
in restructuring expense to reduce the carrying amount of eB Networks to the
estimated net realizable value.

During the fourth quarter of 2000, the Company recorded a restructuring charge
of $43.9 million related to the closing of seven offices, the size reduction of
other IT Services offices, a non-cash write down of assets held for sale of
$26.2 million for eB Networks and $6.9 million for Select Software, along with
$7.2 million for ceased operations. During the second quarter of 2000, the
Company recorded a restructuring credit of $2.4 million. This credit resulted
primarily from the earlier than expected subleasing of discontinued properties
that were part of the third quarter 1999 restructuring charge.

INCOME / (LOSS) FROM OPERATIONS

Income / (loss) from operations, excluding restructuring charges and bad debt
expense, improved to a loss of $8.9 million in the year ended December 31, 2001
from a loss of $18.5 million in the year ended December 31, 2000, an improvement
of $9.6 million or 51.9%. Operating margins, excluding restructuring charges and
bad debt expense, improved to a loss of 2.2% in the year ended December 31, 2001
from a loss of 4.1% in the year ended December 31, 2000. The improvement was
primarily due to decreased SG&A expenses. 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 / EXPENSE

For the year ended December 31, 2001, other expense increased to $2.8 million.
This increase in other expenses was primarily due to the loss on sale of assets,
partially offset by higher interest income on investments and a stock
distribution received on the demutualization of the Company's previous group
health insurance provider of $1.5 million.

8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

PROVISION FOR INCOME TAXES

The effective tax rate for Federal, state, and local income taxes was 33.1% and
34.0% in the years ended December 31, 2001 and 2000, respectively.

NET INCOME / (LOSS)

Net income / (loss) improved to a loss of $14.5 million in the year ended
December 31, 2001 from net loss of $57.8 million in the year ended December 31,
2000, an improvement of $43.3 million or 74.9%. Net loss per share (diluted)
improved to $0.45 in the year ended December 31, 2001 from net loss per share
(diluted) of $1.83 in the year ended December 31, 2000. The effect of
restructuring charges and the operations of the assets held for sale amounted to
$0.34 loss per share, net of taxes, in 2001. The effect of the bad debt special
charge, restructuring charges and operations of assets held for sale amounted to
$1.62 loss per share, net of taxes, in 2000.

9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

REVENUES

Revenues decreased to $445.5 million in the year ended December 31, 2000 from
$534.6 million in the year ended December 31, 1999, a decrease of $89.1 million,
or 16.7%. Solutions Group revenues increased to $141.8 million in the year ended
December 31, 2000 from $104.8 million in the year ended December 31,1999, an
increase of $37.0 million or 35.3%. IT Services revenues, including Year 2000
revenues, decreased to $303.7 million in the year ended December 31, 2000 from
$429.8 million in the year ended December 31, 1999, a decrease of $126.1 million
or 29.3%. Year 2000 services revenues accounted for $44.3 million of the
decline. As anticipated, the decline in Year 2000 business was reflective of the
completion of code remediation assignments for major customers. The remaining
decrease in IT Services revenue of $81.8 million was primarily attributed to
softness in the IT Staffing business. This softness is the result of spending
shifts of customers from legacy environments to e-business initiatives.

DIRECT COSTS

Direct costs decreased to $312.8 million in the year ended December 31, 2000
from $365.3 million in the year ended December 31, 1999. Gross margin decreased
to 29.8% in the year ended December 31, 2000 from 31.7% in the year ended
December 31, 1999. This decrease in gross margin was primarily due to a decrease
in the Company's higher margin Year 2000 business. The Company's margins are
subject to fluctuation due to a number of factors, including the level of salary
and other compensation-related expenses necessary to attract and retain
qualified technical personnel and the mix of IT Services versus Solutions
business during the year.

SELLING, GENERAL, AND ADMINISTRATIVE

Selling, general and administrative expenses (excluding bad debt expense,
amortization expense, restructuring charges and merger-related expenses)
increased to $143.7 million in the year ended December 31, 2000 from $127.7
million in the year ended December 31, 1999, an increase of $16.0 million or
12.5%. The increase in selling, general and administrative expenses was
primarily attributable to an increase in the Solutions Group, as the Company
continues to invest in its business development organization, Chimes and the
development and sales staff of its software products company. This increase was
partially offset by cost reductions in the IT Services Group during 2000.

10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

BAD DEBT EXPENSE

Bad debt expense increased to $26.5 million in the year ended December 31, 2000
from $3.4 million in the year ended December 31, 1999, an increase of
$23.1 million. This increase includes a charge of $21.6 million in the fourth
quarter of 2000 as a direct result of problems created in late 1998 and early
1999 relating to the flawed implementation of an enterprise-wide information
system. The system was stabilized in the latter part of 1999 and much of 2000
was spent attempting to reconcile and settle outstanding balances with
customers. However, it was deemed necessary in the fourth quarter of 2000 to
make major concessions with customers for old balances in order to avoid
potentially damaging conflicts.

AMORTIZATION OF INTANGIBLES

Amortization of intangibles increased to $7.4 million in the year ended
December 31, 2000 from $6.2 million in the year ended December 31, 1999, an
increase of $1.2 million or 19.4%. This increase in amortization of intangibles
was primarily due to additional goodwill resulting from acquisition earnouts.

RESTRUCTURING CHARGES / (CREDITS)

During the fourth quarter of 2000, the Company recorded a restructuring charge
of $43.9 million related to the closing of seven offices, the size reduction of
other IT Services offices, a non-cash write down of assets held for sale of
$26.2 million for eB Networks and $6.9 million for Select Software, along with
$7.2 million for ceased operations. During the second quarter of 2000, the
Company recorded a restructuring credit of $2.4 million. This credit resulted
primarily from the earlier than expected subleasing of discontinued properties
that were part of the third quarter 1999 restructuring charge. During the third
quarter of 1999, the Company recorded a restructuring charge of $6.4 million
primarily related to the consolidating and closing of certain facilities,
generally used for Year 2000 and other legacy related services, as well as
reduction of related staff levels.

11

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INCOME / (LOSS) FROM OPERATIONS

Income / (loss) from operations, excluding bad debt expense and restructuring
charges, decreased to a loss of $18.5 million in the year ended December 31,
2000 from income of $35.4 million in the year ended December 31, 1999, a
decrease of $53.9 million or 152.3%. Operating margins, excluding bad debt
expense and restructuring charges, decreased to a loss of 4.1% in the year ended
December 31, 2000 from income of 6.6% in the year ended December 31,1999. The
decrease was primarily due to decreases in the Company's higher margin Year 2000
business, a softness in the IT Staffing business and investments in the
Solutions business, including Chimes in 2000. 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 / EXPENSE

For the year ended December 31, 2000, other expense increased to $1.2 million.
This increase in other expenses was primarily due to interest expense on higher
borrowings and a decrease of interest income.

PROVISION FOR INCOME TAXES

The effective tax rate for Federal, state, and local income taxes was 34.0% and
43.0% in the years ended December 31, 2000 and 1999, respectively. The decrease
in the 2000 effective tax rate was primarily due to losses incurred in 2000.

NET INCOME / (LOSS)

Net income / (loss) decreased to a loss of $57.8 million in the year ended
December 31, 2000 from net income of $14.6 million in the year ended
December 31, 1999, a decrease of $72.4 million or 495.9%. Net loss per share
(diluted) decreased to $1.83 in the year ended December 31, 2000 from net income
per share (diluted) of $0.46 in the year ended December 31, 1999. The effect of
bad debt expense and restructuring charges amounted to $1.42 loss per share, net
of taxes, in 2000. The effect of bad debt expense and restructuring charges
totaled $0.18 per diluted share in 1999, net of taxes.

12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Computer Horizons has historically financed its operations primarily through
cash generated from operations, borrowings against bank lines of credit and
the public sale of its common stock. A major component of the restructuring
plan undertaken at the end of 2000 had, as an objective, the monetizing of
certain non-strategic assets, the reducing of debt and the return of positive
cash flow from operations. As a result of these actions, the Company has
significantly improved its liquidity and capital resources. At December 31,
2001, the Company had $115.7 million in working capital, of which $41.0
million was cash and cash equivalents. The Company's working capital ratio at
December 31, 2001 was 3.5 to 1. During 2001, short-term bank debt of
approximately $21 million was reduced and converted to a long-term debt
arrangement with a balance outstanding of $10 million at year-end. Due to
management's intent to pay back this debt in 2002, the outstanding balance of
$10 million has been classified as short-term debt. The Company also expects
that its liquidity will significantly increase in 2002 with the consummation
of the sale of Princeton Softech and the receipt of a 2001 tax refund (see
Note 16 regarding subsequent events). The Company may use these additional
resources to further reduce debt, continue to buy back its stock and
potentially make acquisitions.

Net cash provided by operating activities for the year ended December 31, 2001
and December 31, 2000 totaled $31.9 million and $9.9 million, respectively. In
2001, this was primarily attributable to income tax refunds, other non-cash
charges and a reduction in accounts receivable. In 2000, it was primarily
attributable to a non-cash charge relating to an increase in the provision for
bad debts, the amortization and write-off of intangibles and the write-down of
assets held for sale, offset in part by the operating loss. Net cash used in
operating activities was $19.5 million in 1999, consisting primarily of net
income, offset by an increase in accounts receivable. The significant increase
in accounts receivable during 1999 was primarily attributable to delays in
billing to customers resulting from the implementation of an enterprise-wide
information system.

Net cash provided by investing activities was $6.1 million for the year ended
December 31, 2001, primarily attributable to cash received from the sale of
assets. Net cash used in investing activities was $9.1 million and $14.3 million
in the years ended December 31, 2000 and 1999, respectively. Net cash used in
investing activities in 2000 primarily was attributable to acquisition related
earnouts. Net cash used in investing activities in 1999 consisted primarily of
$14.0 million used for the acquisitions of the assets of SELECT Software Tools
plc, Integrated Computer Management, G. Triad Enterprises, Inc., SPP, and
Unibase.

13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

For the year ended December 31, 2001, net cash used in financing activities
was $12.6 million, resulting from $10.7 million reduction of debt and $3.4
million used in the repurchase of the Company's common stock. For the year
ended December 31, 2000, net cash provided by financing activities was $1.1
million, resulting from $1.2 million in borrowings against the Company's bank
lines of credit, $2.2 million of stock issued as a result of the Company's
employee stock purchase program and stock option exercises partially offset
by a reduction of $4.1 million of the Company's long-term debt. Net cash used
in financing activities in 1999 was $2.1 million, primarily resulting from
$15.0 million in borrowings against the Company's bank lines of credit,
partially offset by $12.8 million used to repurchase the Company's stock.

The Company believes that its cash and cash equivalents, lines of credit,
internally generated funds and tax refunds will be sufficient to meet its
working capital needs through 2002.

The Company's billed accounts receivable were $53.7 million and $65.4 million at
December 31, 2001 and December 31, 2000, respectively. Billed days sales
outstanding were 47 days at December 31, 2001 and 61 days at December 31, 2000,
based on annual sales.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The Company does not utilize off balance sheet financing other than operating
lease arrangements for office premises and related equipment. Leases are short
term in nature and non-capital. The following table summarizes all commitments
under contractual obligations as of December 31, 2001:

14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MARKET RISK EXPOSURE

The Company has financial instruments that are subject to interest rate risk.
Historically, the Company has not experienced material gains or losses due to
interest rate changes. Based on the current holdings, the exposure to interest
rate risk is not material. Additionally, the Company had $10.0 million in
outstanding borrowings against a long-term asset-based lending arrangement with
CIT Business Credit, which has a LIBOR plus 2.75% interest rate.

FOREIGN CURRENCY EXPOSURE

The Company's international operations expose it to translation risk when the
local currency financial statements are translated to U.S. dollars. As currency
exchange rates fluctuate, translation of the financial statements of
international businesses into U.S. dollars will affect the comparability of
revenues and expenses between years. None of the components of the Company's
consolidated statements of income was materially affected by exchange rate
fluctuations in 2001, 2000 or 1999. At December 31, 2001 the Company had
$6.4 million in cash maintained in overseas financial institutions.

15

FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

COMPUTER HORIZONS CORP.

December 31, 2001 and 2000

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
COMPUTER HORIZONS CORP.

We have audited the accompanying consolidated balance sheets of Computer
Horizons Corp. and Subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Computer Horizons
Corp. and Subsidiaries as of December 31, 2001 and 2000 and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

/s/ Grant Thornton LLP
- ----------------------
GRANT THORNTON LLP

Edison, New Jersey
February 26, 2002

Computer Horizons Corp. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

Computer Horizons Corp. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

Computer Horizons Corp. and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS'
EQUITY
Years ended December 31, 2001, 2000 and 1999

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.

Computer Horizons Corp. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Computer Horizons Corp. is a strategic e-Business solutions and
professional services company. The Company enables its Global 1000 customer
base to realize competitive advantages through two major divisions,
Solutions and IT Services. The IT Services division provides highly skilled
software professionals to augment the internal information management
staffs of major corporations. The Solutions division provides enterprise
application services, e-business solutions, customized Web development and
Web enablement of strategic applications, Customer Relationship Management
(CRM), network services, e-procurement solutions for Human Resource
acquisition and management (CHIMES), strategic outsourcing and managed
resourcing as well as software and relational database products.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Computer
Horizons Corp. and its wholly-owned subsidiaries (the "Company"). All
subsidiaries of the Company have been consolidated into these financial
statements. All material intercompany accounts and transactions have been
eliminated.

REVENUE RECOGNITION

The revenue for the IT Services Group is recognized as services are
rendered. Hourly or daily rates are determined in advance and agreed to
with the customer. Time worked is documented in various forms using the
applicable timekeeping process (i.e. the client's or the Company's
timekeeping systems). Revenues in the Solutions Group are also recognized
as services are performed, however, adjustments are sometimes needed to
reflect progress against milestones or deliverables. On fixed fee
engagements, revenue and gross profit adjustments are made to reflect
revisions in estimated costs and contract values. It is estimated that
approximately 5% of total revenue is generated under fixed fee contracts.

The Company's Chimes subsidiary recognizes revenue on a net transaction fee
basis. Chimes recognizes only their fee for the service, not the aggregate
billing to the customer. The Chimes solution aggregates the temporary
workforce supply chain to the customer and renders one invoice to the
customer. Chimes is paid for this service by the supply chain in the form
of a fee. The gross amount of the customer invoicing is not considered
revenue to Chimes because there is no earnings process for the gross amount
and by contract terms, Chimes is not obligated to pay the supply chain
until paid by the customer.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2001, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company's Princeton subsidiary recognizes revenue in accordance with
AICPA Statement of Position 97-2 ("SOP 97-2"), "Software Revenue
Recognition," and AICPA Statement of Position 98-9 ("SOP 98-9"). Under
SOP 97-2, the Company recognizes software license revenue when a
noncancelable license agreement has been executed, fees are fixed and
determinable, the software has been delivered, and collection is considered
probable.

RECRUITMENT COSTS

Recruitment costs are charged to operations as incurred.

ADVERTISING COSTS

The Company expenses all advertising costs as incurred and classifies these
costs under selling, general and administrative expenses. Advertising costs
for the years ended December 31, 2001, 2000 and 1999 were $0.6 million,
$0.8 million and $0.9 million, respectively.

RESEARCH AND DEVELOPMENT COSTS

The Company charges all costs incurred to establish the technological
feasibility of software products or product enhancements to research and
development costs, which are included in selling, general and
administrative expenses. Research and Development costs for the years ended
December 31, 2001, 2000 and 1999 were $5.4 million, $6.9 million and $6.3
million, respectively.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include highly liquid instruments with a maturity
of three months or less at the time of purchase and consist of the
following at December 31:

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 1 (CONTINUED)

CONCENTRATIONS OF CREDIT RISK

Financial instruments, which potentially subject the Company to
concentrations of credit risk, regardless of the degree of such risk,
consist principally of cash and cash equivalents and trade accounts
receivable. On July 31, 2001 the Company entered into an agreement with a
secured asset-based lending facility which replaced its two unsecured
discretionary lines of credit. This new line of credit is a three-year,
$40 million facility with availability based primarily on eligible customer
receivables. The interest rate for the first ninety days from closing is
Prime plus 0.5%, thereafter the rate is LIBOR plus 2.75% based on the
unpaid principal. The borrowing base less outstanding loans must equal or
exceed $15 million. At the time of closing there was a $170,000 commitment
fee paid to the agent. As of December 31, 2001, the Company had $10.0
million in borrowings outstanding against the facility. This balance
has been classified as short-term debt on the consolidated financial
statements due to management's intent to pay off the loan in full in 2002.
The Company invests the majority of its excess cash in overnight commercial
paper of high-credit, high-quality financial institutions or companies,
with certain limitations as to the amount that can be invested in any one
entity.

The Company maintains its cash balances principally in nine financial
institutions located in the United States, Canada and the United Kingdom.
The balances in U.S. banks are insured by the Federal Deposit Insurance
Corporation up to $100,000 for each entity at each institution. The balance
in the Canadian bank is insured by the Canadian Deposit Insurance
Corporation up to $60,000 Canadian (approximately $38,000 U.S.). There is
no depository insurance in the United Kingdom. At December 31, 2001,
uninsured amounts held by the Company at these financial institutions total
approximately $40,095,000.

The Company's customers are generally very large, Global 1000 companies in
many industries and with wide geographic dispersion. The Company's largest
customer receivable accounts for approximately 21.1% and 8.8% of billed
accounts receivable at December 31, 2001 and 2000, respectively. The
Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, historical trends, and
other information.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments (principally consisting of cash
and cash equivalents, accounts receivable and payable and the current
portion of long-term debt) approximates fair value because of the short
maturities or, as to the current portion of long-term debt, the rates
currently offered to the Company.

PROPERTY AND EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets
which range from three to seven years.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 1 (CONTINUED)

GOODWILL AND PURCHASED SOFTWARE

Goodwill, the cost in excess of the fair value of net assets acquired, is
being amortized by the straight-line method, for periods ranging from
twenty to thirty years. Accumulated amortization is $18,567,000 and
$15,872,000 at December 31, 2001 and 2000, respectively. Purchased software
was being amortized by the straight-line method, for a period of five years
and is now included in net assets held for sale (See Note 2). Accumulated
amortization on the stand-alone financials of Princeton was $6,885,000 and
$5,604,000 at December 31, 2001 and 2000, respectively. In 2001 the
amortization was not expensed on the Company's consolidated financial
statements as this entity is an asset held for sale.

New accounting rules relating to goodwill and other intangibles are to take
effect in 2002 together with new procedures to evaluate the carrying value
of these assets. It is possible that the adoption of these new rules in
2002 could result in a transitional charge relating to the write-down of
goodwill. If this were to occur, the charge would be reported as a change
in accounting principle in the Company's income statement when adopted.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

Up to and including the year ended December 31, 2001, the Company evaluated
its long-lived assets and certain identifiable intangibles for impairment
whenever events or changes in circumstances indicated that the carrying
amount of such assets or intangibles may not be recoverable. Recoverability
of assets to be held and used was measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the
asset. If such an asset was considered to be impaired, the impairment to be
recognized was measured by the amount by which the carrying amount of the
asset exceeded the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to
sell.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 1 (CONTINUED)

INCOME TAXES

The Company and its domestic subsidiaries file a consolidated Federal
income tax return. The foreign subsidiaries file in each of their local
jurisdictions.

Deferred income taxes result from temporary differences between income
reported for financial and income tax purposes. These temporary differences
result primarily from the allowance for doubtful accounts provision and
certain accrued expenses which are deductible, for tax purposes, only when
paid. A valuation allowance is provided when it is more likely than not
that some portion or all of the deferred tax asset will not be realized.

Tax benefits from early disposition of the stock by optionees under
incentive stock options and from exercise of non-qualified options are
credited to additional paid-in capital.

The Company provides United States income taxes on the earnings of foreign
subsidiaries, unless they are considered permanently invested outside the
United States. As of December 31, 2001, there is no cumulative amount of
earnings on which United States income taxes have not been provided.

EARNINGS PER SHARE

Basic earnings per share 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, except when the effect is
anti-dilutive. 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.

USE OF ESTIMATES IN FINANCIAL STATEMENTS

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 1 (CONTINUED)

FOREIGN CURRENCY TRANSLATION

For operations outside the United States that prepare financial statements
in currencies other than the United States dollar, results of operations
and cash flows are translated at the average exchange rates during the
period, and assets and liabilities are translated at end of period exchange
rates. Translation adjustments are included as a separate component of
comprehensive income/(loss) within the statement of shareholders' equity.

RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, "Business
Combinations," and SFAS 142, "Goodwill and Intangible Assets." SFAS 141 is
effective for all business combinations completed after June 30, 2001.
SFAS 142 is effective for fiscal years beginning after December 15, 2001;
however, certain provisions of this Statement apply to goodwill and other
intangible assets acquired between July 1, 2001 and the effective date of
SFAS 142. Major provisions of these Statements and their effective dates
for the Company are as follows:

-All business combinations initiated after June 30, 2001 must use the
purchase method of accounting. The pooling of interest method of
accounting is prohibited except for transactions initiated before
July 1, 2001.
-Intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal
rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually or as
part of a related contract, asset or liability.
-Goodwill, as well as intangible assets with indefinite lives, acquired
after June 30, 2001, will not be amortized. Effective January 1, 2002,
all previously recognized goodwill and intangible assets with indefinite
lives will no longer be subject to amortization.
-Effective January 1, 2002, goodwill and intangible assets with
indefinite lives will be tested for impairment annually and whenever
there is an impairment indicator.
-All acquired goodwill must be assigned to reporting units for purposes
of impairment testing and segment reporting.

The Company will continue to amortize goodwill recognized prior to July 1,
2001, under its current method until January 1, 2002, at which time annual
goodwill amortization of $2,695,000 will no longer be recognized. By
June 30, 2002 the Company will have completed a transitional fair value
based impairment test of goodwill as of January 1, 2002. Impairment losses,
if any, resulting from the transitional testing will be recognized in the
quarter ended March 31, 2002, as a cumulative effect of a change in
accounting principle. The Company is currently evaluating the impact of
this statement.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 1 (CONTINUED)

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144"). This statement is effective for fiscal years beginning after
December 15, 2001. This supercedes Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," while retaining many of the
requirements of such statement. The Company is currently evaluating the
impact of the statement.

RECLASSIFICATIONS

Certain reclassifications have been made to the 2000 and 1999 comparative
financial statements to conform to the 2001 presentation.

Computer Horizons Corp. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 2 - NET ASSETS HELD FOR SALE

The Company decided in 2000 to offer three of its subsidiaries (Princeton
Softech "Princeton", including the SELECT Software Tools division "Select",
CHC International Limited "Spargo", and eB Networks) for sale or
disposition and accordingly classified these entities as "assets held for
sale." This decision resulted in the recording of a net loss of $33.1
million, in the fourth quarter of 2000, to reduce the carrying amount
to estimated net realizable value. The fair value of the assets held for
sale was based on estimates of selling value from independent third party
appraisals. During the second quarter of 2001, one of the Company's
subsidiaries, eB Networks, was revalued and an additional loss of $5.5
million was recorded to reduce the carrying amount to the current estimated
net realizable value.

During 2001, two of the subsidiaries and Select were sold (See Note 3). For
financial reporting purposes, the assets and liabilities of the remaining
subsidiary Princeton, have been classified in the consolidated balance
sheet as net assets held for sale and are included in the Solutions segment
(see Note 9). During the year ended December 31, 2001, 2000 and 1999, these
respective entities generated net income/(loss) of $(4.4) million,
$(9.3) million and $2.5 million, respectively including amortization
expense of nil, $3.6 million and $3.4 million, respectively. Such net
assets consist of the following:

For the year ended December 31, 2001 Princeton's revenue was $29 million and its
operating loss was $5.7 million.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 3 - SALE OF SUBSIDIARIES

On September 10, 2001, the Company sold the assets of eB Networks to
Inrange Technologies, a storage networking company, for cash of
$5.4 million, including amounts held in escrow of $540,000. The loss from
the transaction was $3.2 million, which included the final write-down of
related goodwill of $2.1 million. The results of operations are included in
the consolidated financial statements through September 10, 2001 within the
Solutions group.

On August 30, 2001, the Company sold the ICM Education name to AlphaNet
Solutions, Inc., an IT professional services firm, for $0.5 million. The
gain from the transaction was $332,000. The results of operations are
included in the consolidated financial statements through August 30, 2001
within the Solutions group.

On April 17, 2001, the Company sold the SELECT Software Tools division
"Select" of Princeton Softech to Aonix, a member of the Gores Technology
Group, for approximately $895,000 including $545,000 of cash received and a
note receivable of $350,000. This sale included all the software assets and
intellectual property rights of Select and was sold at book value. The
results of operations are included in the consolidated financial statements
through April 17, 2001 within the Solutions group.

On January 31, 2001, the Company sold the stock of CHC International
Limited, ("Spargo"), to an information technology consultancy services
provider for cash of $3.2 million. The gain from the transaction was
$438,000. The results of operations for January 2001 were not material
to the consolidated financial statements.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 4 - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following at December 31:

During 2000 the Company recorded a $21.6 million write-off of accounts
receivable, primarily during the fourth quarter of 2000. The charge was the
direct result of problems created in late 1998 and early 1999 relating to
the flawed implementation of an enterprise-wide information system. The
system was stabilized in the latter part of 1999 and much of 2000 was spent
attempting to reconcile and settle outstanding balances with customers.
However, it was deemed necessary in the fourth quarter of 2000 to make
major concessions with customers for old balances in order to avoid
potentially damaging conflicts.

NOTE 5 - LONG-TERM DEBT AND LINES OF CREDIT

Long-term debt and lines of credit consist of the following at December 31:

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 5 - LONG-TERM DEBT AND LINES OF CREDIT (CONTINUED)

LINES OF CREDIT

On July 31, 2001 the Company entered into an agreement with a secured
asset-based lending facility which replaced its two unsecured discretionary
lines of credit. This new line of credit is a three-year, $40 million
facility with availability based primarily on eligible customer
receivables. The interest rate for the first ninety days from closing is
Prime plus 0.5%, thereafter the rate is LIBOR plus 2.75% based on the
unpaid principal, which approximated 4.63% at December 31, 2001. The
borrowing base less outstanding loans must equal or exceed $15 million. At
the time of closing there was a $170,000 commitment fee paid to the agent.
As of December 31, 2001, the unused portion of the line was $30 million.
The fee of the unused portion of the line was approximately $42,000 during
2001. The commitment fee on the unused portion is 0.375% per annum charged
to the Company monthly. This line of credit includes covenants relating to
the maintenance of cash balances and providing for limitations on incurring
obligations and spending limits on capital expenditures.

At December 31, 2000, the Company had three unsecured bank lines of credit.
The available borrowings under the first line of credit was $20 million at
December 31, 2000. This line of credit, which originally expired on
December 31, 2000 was extended until August 31, 2001 at which time the line
expired and was paid in full. Interest rates were based on LIBOR plus 1.2%
and ranged from 5.8% to 9.5% during 2000. There were no commitment fees
incurred in either year.

The available borrowings under the second line of credit was $10 million at
December 31, 2000. This line of credit expired May 31, 2001, at which time
it was paid in full. Interest for this loan ranged between 7.0% through
9.0% in 2001.

The Company also has a line of credit in the amount of $50,000. As of
December 31, 2001, there were no outstanding balances due on this line of
credit.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 5 - LONG-TERM DEBT AND LINES OF CREDIT (CONTINUED)

DEBT PERTAINING TO ACQUISITIONS

The Company financed part of the acquisition of Integrated Computer
Management ("ICM") by issuing ten promissory notes totaling $8 million,
bearing interest at 7%. Four million of the notes came due and were paid on
May 6, 2000 and the remainder came due and were paid on May 6, 2001.

LETTERS OF CREDIT

The Company, has two letters of credit in the amount of $101,414 and
$76,800. These letters expire on June 30, 2005 and September 30, 2005,
respectively. There were no outstanding balances at December 31, 2001.
Princeton, a subsidiary of the Company, had a letter of credit outstanding
at December 31, 2000 in the amount of $302,953, this line of credit was
released as of December 31, 2001 and replaced with a cash deposit which is
included in assets held for sale.

OTHER

The Company also had a $1,000,000 Canadian (approximately $636,000 US)
demand loan with a Canadian bank, of which $360,000 Canadian (approximately
$229,000 US) was outstanding as of December 31, 2000. The outstanding
balance was paid in full in 2001.

NOTE 6 - PURCHASE OF TREASURY STOCK

In April of 2001, the Board of Directors approved the repurchase in the
open market of up to 10% of its common shares outstanding, or approximately
3.2 million shares. As of December 31, 2001, the Company had repurchased,
in the open market, 1,111,000 shares of its stock at an average price of
$3.22 per share for an aggregate purchase amount of $3.6 million. As of
December 31, 2001 the remaining authorization for repurchase is 2.1 million
shares.

NOTE 7 - SHAREHOLDERS' EQUITY

STOCK OPTIONS AND SFAS NO. 123 PRO FORMA DISCLOSURE

In 1994, the Company adopted a stock option plan which provides for the
granting, to officers and key employees, of options for the purchase of a
maximum of 7,594,000 shares of common stock and stock appreciation rights
(SARs). Options and SARs generally expire five years from the date of grant
and become exercisable in specified amounts during the life of the
respective options. No SARs have been granted as of December 31, 2001. This
plan, which replaces the Company's 1985 Plan, will terminate on June 15,
2004. There were 1,930,000, 2,655,000 and 3,400,000 shares available for
option at December 31, 2001, 2000 and 1999.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)

In 1998, the Company amended the non-qualified Directors' Stock Option
Plan, providing that each new director of the Company who is not an
employee of the Company (i) shall immediately receive options to purchase
10,000 shares of its common stock and (ii) shall receive annual grants to
purchase 10,000 shares of its common stock. The plan expired on March 4,
2001 and was extended for three additional years by the Board of Directors
and Shareholders. There were 384,000 and 424,000 shares available for
grant at December 31, 2001 and 2000.

The exercise price per share on all options granted may not be less than
the fair value at the date of the option grant. The Company applies
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," as modified by FIN 44, "Accounting for Certain Transactions
Involving Stock Compensation," in accounting for stock-based employee
compensation, whereby no compensation cost had been recognized for the
plans. Had compensation cost for the plans been determined based on the
fair value of the options at the grant dates and been consistent with the
method of SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes options-pricing model with the following weighted-average
assumptions used for grants in 2001, 2000 and 1999, respectively: expected
volatility of 84%, 105% and 77%; risk-free interest rates of 5.14%, 4.71%
and 6.52%; and expected lives of 8.1, 4.5 and 5.0 years.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)

A summary of the status of the Company's stock option plans as of December
31, 2001, 2000 and 1999, and changes during the years ending on those dates
is presented below:

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)

The following information applies to options outstanding at December 31,
2001:

Certain officers have the right to borrow from the Company against the
exercise price of options exercised. As of December 31, 2001 and 2000,
total outstanding borrowings, pertaining to one officer, amounted to
$100,000 which was issued by the Company prior to the adoption of FIN 44.

In 2001, the Company adopted a stock option plan for its Princeton
subsidiary which provides for the granting, to Princeton key employees, of
options for the purchase of a maximum of 3,000,000 shares of Princeton
common stock. These options expire ten years from the date of grant and
become exercisable in two years. Under SFAS 123 the pro forma compensation
expense calculated is approximately $150,000 for 2001. As of the date of
the sale of Princeton the stock option plan will be terminated.

The Company has issued warrants to purchase shares of its common stock to
two outside business/ legal consulting firms. There were no warrants issued
in 2001, 2000 or 1999. The exercise price is the fair value at the date of
grant. As of December 31, 2001, 29,375 warrants were outstanding. There
were 9,250 warrants exercised in 1999. There were no warrants exercised in
2001 or 2000.

SHAREHOLDER RIGHTS PLAN

In July 1989, the Board of Directors declared a dividend distribution of
.131 preferred stock purchase right on each outstanding share of common
stock of the Company. The rights were amended on February 13, 1990. Each
right will, under certain circumstances, entitle the holder to buy one
one-thousandth (1/1000) of a share of Series A preferred stock at an
exercise price of $90.00 per one one-thousandth (1/1000) share, subject to
adjustment. Each one one-thousandth (1/1000) of a share of Series A
preferred stock has voting, dividend and liquidation rights and preferences
substantively equivalent to one share of common stock.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)

The rights will be exercisable and transferable separately from the common
stock only if a person or group acquires 20% or more, subject to certain
exceptions, of the Company's outstanding common stock or announces a tender
offer that would result in the ownership of 20% or more of the common
stock. If a person becomes the owner of at least 20% of the Company's
common shares (an "Acquiring Person"), each holder of a right other than
the Acquiring Person is entitled, upon payment of the then current exercise
price per right (the "Exercise Price"), to receive shares of common stock
(or common stock equivalents) having a market value equal to twice the
Exercise Price.

Additionally, if the Company subsequently engages in a merger or other
business combination with the Acquiring Person in which the Company is not
the surviving corporation, or in which the outstanding shares of the
Company's common stock are changed or exchanged, or if more than 50% of the
Company's assets or earning power is sold or transferred, a right would
entitle a Computer Horizon Corp. shareholder, other than the Acquiring
Person and its affiliates, to purchase upon payment of the Exercise Price,
shares of the Acquiring Person having a market value of twice the Exercise
Price. Prior to a person becoming an Acquiring Person, the rights may be
redeemed at a redemption price of one cent per right, subject to
adjustment. The rights are subject to amendment by the Board. No
shareholder rights have become exercisable. The rights originally would
have expired on July 16, 1999, however, the Board of Directors approved the
adoption of a new Shareholder Rights Plan to replace the existing plan. The
terms of the new Rights Plan are substantially the same as the original
plan. The new rights will expire on July 15, 2009.

NOTE 8 - INCOME TAXES

The following is a geographical breakdown of the Company's income/(loss)
before taxes:

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 8 - INCOME TAXES (CONTINUED)

The provision for income taxes/(benefit) consists of the following for the
years ended December 31:

Refundable income taxes result primarily from net operating loss
carrybacks.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 8 - INCOME TAXES (CONTINUED)

Deferred tax assets and liabilities consist of the following at December 31:

At December 31, 2000, net deferred tax assets in the amount of $2,073 were
included in net assets held for sale.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 8 - INCOME TAXES (CONTINUED)

A reconciliation of income taxes/(benefit), as reflected in the
accompanying statements, with the statutory Federal income tax rate of 35%
for the years ended December 31, 2001, 2000 and 1999 is as follows:

At December 31, 2001, the Company had a federal net operating loss
carryforward of approximately $64,600,000, which expires in 2021. Certain
foreign subsidiaries of the Company have net operating loss carryforwards
at December 31, 2001, totaling approximately $9,700,000; $264,000 expires
in 2005, $1,136,000 expires in 2006, $649,000 expires in 2007 and the
remainder has no expiration. A full valuation allowance has been recorded
on the foreign taxes due to the uncertainty of the recognition of certain
of these net operating loss carryforwards.

During 1998, the Company completed a business combination which, for
financial statement purposes, has been accounted for as a
pooling-of-interests. For income tax purposes, the Company believes the
transaction qualifies as a taxable purchase that gives rise to future tax
deductions upon the sale of the acquired business which was subsequently
sold in 2001. Since the tax structure of the transaction is subject to
determination by the tax authorities, the Company has not recorded any
potential tax impact in its financial statements. When resolved, the
Company will record a deferred tax asset net of an appropriate valuation
allowance. The net benefit will be reflected as an increase in additional
paid-in-capital. Any adjustments to the valuation allowance will be charged
or credited to income.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 9 - EARNINGS / (LOSS) PER SHARE DISCLOSURES

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 9 - EARNINGS / (LOSS) PER SHARE DISCLOSURES (CONTINUED)

The computation of diluted earnings per share excludes options with
exercise prices greater than the average market price. During 2001, there
were 3,120,000 excluded options outstanding at December 31, 2001 with
exercise prices of $7.38 to $26.63 per share. During 2000, there were
3,003,000 excluded options outstanding at December 31, 2000 with exercise
prices of $11.13 to $26.63 per share. During 1999, there were 1,322,000
excluded options outstanding at December 31, 1999 with exercise prices of
$15.53 to $28.13 per share.

NOTE 10 - SEGMENT INFORMATION

In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS 131 establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers.

The Company has identified two segments: IT Services and the Solutions
Group. The IT Services division provides highly skilled software
professionals to augment the internal information management staffs of
major corporations. IT Services is primarily Staffing and Outsourcing.
The Solutions division provides enterprise application services, e-business
solutions, customized Web development and Web enablement of strategic
applications, Customer Relationship Management (CRM), network services,
e-procurement solutions for Human Resource acquisition and management
(CHIMES), strategic outsourcing and managed resourcing as well as software
and relational database products. Operating income/(loss) consists of
income/(loss) before income taxes, excluding interest income, interest
expense, restructuring charge, loss on the sale of assets, net gain on
investments and amortization of intangibles. These exclusions total $12.0
million, $50.2 million and $12.6 million in 2001, 2000 and 1999,
respectively. Long-term assets include goodwill and property, plant and
equipment for 2001 and 2000. In 1999 long-term assets also includes
purchased software. Corporate services, consisting of general and
administrative services are provided to the segments from a centralized
location. Such costs are allocated to the segments based on either revenue
or headcount.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 10 - SEGMENT INFORMATION (CONTINUED)

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 10 - SEGMENT INFORMATION (CONTINUED)

NOTE 11 - SAVINGS PLAN AND OTHER RETIREMENT PLANS

The Company maintains a defined contribution savings plan covering eligible
employees. The Company makes contributions up to a specific percentage of
participants' contributions. The Company contributed approximately
$1,413,000, $1,563,000 and $1,440,000 in 2001, 2000 and 1999, respectively.

In 1995, the Company instituted a Supplemental Executive Retirement Plan
whereby key executives are entitled to receive lump-sum payments (or, if
they elect, a ten-year payout) upon reaching the age of 65 and being in the
employment of the Company. The maximum commitment if all plan members
remain in the employment of the Company until age 65 is approximately $11.1
million. Benefits accrue and vest based on a formula which includes total
years with the Company and total years possible until age 65. The plan is
nonqualified and not formally funded. Life insurance policies on the
members are purchased to assist in funding the cost. The deferred
compensation expense is charged to operations during the remaining service
lives of the members and was $115,000 in 2001, $311,000 in 2000 and nil in
1999.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 11 - SAVINGS PLAN AND OTHER RETIREMENT PLANS (CONTINUED)

During 1999 the Company adopted an Employee Stock Purchase Plan to provide
substantially all employees who have completed one year of service an
opportunity to purchase shares of its common stock through payroll deductions,
up to 10 percent of eligible compensation. Quarterly, participant account
balances are used to purchase shares of stock at 85 percent of its fair market
value on either the first or last trading day of each calendar quarter. A
total of 1,150,000 shares are available for purchase under the plan. There
were 643,280 and 232,325 shares purchased under the plan in 2001 and 2000,
respectively.

In addition, the Company adopted a Deferred Compensation Plan for Key
Executives that permits the individuals to defer a portion of their annual
salary or bonus for a period of at least five years. There is no effect on the
Company's operating results since any amounts deferred under the plan are
expensed in the period incurred. Amounts deferred have been included in
accrued payroll and amounted to $4.7 million and $4.1 million as of December
31, 2001 and 2000, respectively.

NOTE 12 - COMMITMENTS

LEASES

The Company leases office space under long-term operating leases expiring
through 2007. As of December 31, 2001, approximate minimum rental commitments
were as follows:

Office rentals are subject to escalations based on increases in real estate
taxes and operating expenses. Aggregate rent expense for operating leases
approximated $7,997,000, $8,536,000 and $7,500,000 in the years ended
December 31, 2001, 2000 and 1999, respectively.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

For the years ended December 31, 2001 and 2000, selected quarterly
financial data is as follows:

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 14 - RESTRUCTURING CHARGES

During the fourth quarter of 2001, the Company recorded a restructuring charge
of $410,000 pertaining to 2001 office closings. In addition, during the second
quarter of 2001, the Company recorded an additional $5.5 million in
restructuring expense to reduce the carrying amount of eB Networks to the
estimated net realizable value.

During the fourth quarter of 2000, the Company recorded restructuring charges of
$43.9 million. The Company's restructuring plan included the offering for sale
of four businesses acquired between 1998 and 1999, including Princeton Softech,
Inc., SELECT Software Tools division ("Select"), eB Networks and CHC
International, Ltd (formerly Spargo Consulting PLC). In addition, restructuring
charges included the shutdown of Enterprise Solutions Group ("ESG") which was
acquired in 1998, the closing of seven offices and the site reduction of two
other IT Services offices.

At December 31, 2000, the Company recorded a write-down of goodwill of $7.2
million for the shutdown of ESG. In addition, a non-cash charge writing down
goodwill of $26 million and purchased software of $6.9 million was recorded, in
the fourth quarter of 2000, in connection with the write down of assets held for
sale to realizable value. The closing of IT Services' and Solutions' offices
resulted in the termination of 90 employees with a severance charge of $1.3
million. As of December 31, 2001, $1,024,000 had been paid in severance to the
terminated employees. The balance remaining at December 31, 2001 includes
continuing rent on five properties terminating in 2003, 2004 and 2005 and
severance for two individuals with payments through January of 2002 and 2003.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 14 - RESTRUCTURING CHARGES (CONTINUED)

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 14 - RESTRUCTURING CHARGES (CONTINUED)

During the fourth quarter of 2001, the Company recorded a restructuring charge
adjustment of $638,000 pertaining to the termination, by the subleasor, of the
sublease contracts for closed offices included in the 1999 restructure charge.

During the third quarter of 1999, the Company recorded a restructuring charge of
$6.4 million primarily related to the consolidating and closing of certain
facilities, generally used for Year 2000 and other legacy related services, as
well as attendant reduction of related staff levels. The provision included an
accrued payment of approximately $4.0 million relating to the future costs
associated with continuing rent and severance commitments at December 31, 1999.

During the second quarter of 2000, the Company recorded a restructuring credit
of $2.4 million. This credit resulted primarily from the earlier than expected
occupancy of two abandoned properties that were part of the 1999 restructuring
reserve and the reversal of an over accrual of employee severance benefits due
to terminated employees in the UK and Canada. The balance remaining at December
31, 2001 includes continuing rents on two properties with the leases terminating
in 2004 and 2005.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 15 - ACQUISITIONS

On October 18, 1999, the Company acquired G. Triad Enterprises, Inc. ("G.
Triad"), a New Jersey- based Internet / Intranet development firm, for
approximately $14.5 million in cash and stock. The acquisition was accounted for
as a purchase. The resulting goodwill of approximately $14 million is being
amortized to operations over a 20-year period. Subsequently in 2000, the Company
recorded an additional earnout of $500,000 to goodwill based on G. Triad meeting
a projected revenue target.

On May 6, 1999, the Company acquired all the common stock of Integrated Computer
Management ("ICM"), a New Jersey-based solutions company that provides
technology consulting, packaged software integration, customer software
development, systems integration and advanced learning solutions, for stock,
cash and promissory notes totaling approximately $17 million. The acquisition
was accounted for as a purchase. The resulting goodwill of approximately $15
million was being amortized to operations over a 20-year period. Effective April
1, 2000 the assets of ICM were divided between three divisions of the Company,
G. Triad, eB Networks and IT Services. Approximately $10 million of its net
goodwill was allocated to eB Networks in 2000 and has been subsequently written
off with the sale of eB Networks on September 10, 2001.

On June 1, 1999, Princeton Softech Inc. ("Princeton"), a wholly-owned subsidiary
of the Company, acquired the software products, intellectual property rights and
certain other assets of SELECT Software Tools plc ("Select"), a London-based
software firm, for approximately $8 million cash plus the assumption of certain
liabilities such as severance, certain payments due to a vendor under a contract
that the Company expected to derive no future benefit, and certain other assumed
liabilities in connection with its acquisition. These liabilities had the effect
of increasing the value of the intangible assets (purchased software) that were
acquired. The amount of such liabilities aggregated $3,100,000 of which
approximately $1,800,000 had been paid prior to December 31, 1999. Substantially
all of the accrued severance (which was for employees that had been made
redundant upon acquisition in the United Kingdom) had been paid prior to
December 31, 1999. The remaining accrued liabilities of approximately $1,300,000
consist primarily of payments due pursuant to the contract discussed above. The
acquisition was accounted for as a purchase. The cost of the purchased software
and other intangibles approximates $12 million, and was being amortized to
operations over a five-year period. During the fourth quarter of 2000 the
Company made the decision to sell Select. On April 17, 2001, the Company sold
Select to Aonix (see Note 3).

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 15 - ACQUISITIONS (CONTINUED)

On May 7, 1999, Princeton purchased the distribution rights in Australia held by
its former distributor, SPP. No tangible assets of SPP were acquired. The
aggregate cash purchase price was approximately $740,000 of which approximately
$672,000 was paid prior to year-end. The transaction was accounted for using
purchase accounting, and the aggregate cash purchase price of $740,000 was
allocated to distribution rights which is being amortized to operations over a
48 month period.

On April 14, 1999, Princeton purchased all of the capital stock of Unibase, its
French distributor. The aggregate cash purchase price was approximately
$1,424,000 including approximately $92,000 of fees and expenses relating to such
transaction. The transaction was accounted for using purchase accounting. The
excess of purchase price over tangible assets acquired of approximately
$1,090,000 was allocated to distribution rights which are being amortized to
operations over a 48 month period.

On September 25, 1998, the Company acquired the assets of Enterprise Solutions
Group, LLC ("ESG"), a Cincinnati, Ohio-based technology organization that
provides training and educational services as well as consulting services for
Global 1000 companies. The acquisition was accounted for as a purchase. The
total adjusted purchase price was approximately $8,883,000 in cash and common
stock which was being amortized to operations over a 20-year period.
Approximately $1,550,000 was to be paid out in two payments, approximately $1
million was paid in January of 2000 and the remaining $550,000 was paid in
January of 2001. The Company has shut down these operations and has written off
the remaining net goodwill of $7.2 million, which is a component of the
restructure charge.

On August 4, 1998, the Company acquired the assets of RPM Consulting ("RPM"), a
Maryland based provider of network consulting services, specializing in
architecting, designing and upgrading large enterprise networks. The subsidiary
subsequently changed its name in 2000 to eB Networks. The purchase agreement was
for a combination of cash and common stock totaling approximately $27,700,000,
and two earnout payments (totaling $2.2 million) based on pretax profit margins,
which were paid during 1999. The acquisition was accounted for as a purchase and
was being amortized to operations over a 20-year period. In the fourth quarter
of 2000, the Company made the decision to sell eB Networks. On September 10,
2001, the Company sold the assets of eB Networks to Inrange Technologies (see
Note 3).

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2001, 2000 and 1999

NOTE 15 - ACQUISITIONS (CONTINUED)

On July 2, 1998, the Company's Canadian subsidiary acquired the net assets of
Infomatics Search Group ("ISG"), a Toronto, Canada based information technology
service firm, offering both professional staffing and career placement services.
The acquisition was accounted for as a purchase and was being amortized to
operations over a 20-year period. The total purchase price was approximately
$21,600,000 in cash. The purchase agreement includes an earnout clause equal to
two times increases in prior period adjusted earnings (as defined in the
purchase agreement) to be earned in 1999 and 2000. During 2000, the Company
recorded $2.9 million as an addition to goodwill based on meeting the earnout.
There were no earnout adjustments for 2001 or 1999.

On June 24, 1998, the Company acquired all of the common stock 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 was 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. On
January 31, 2001, the Company sold the stock of Spargo (see Note 3).

On February 27, 1998, the Company acquired all of the common stock of Princeton
Softech, Inc. ("Princeton") in exchange for 954,213 shares of Computer Horizons
stock. Princeton specializes in relational databases, data synchronization,
intelligent data migration and data management tools, and is based in Princeton,
New Jersey. This transaction was accounted for as an immaterial pooling of
interests and the results of Princeton have been included since January 1, 1998.
In the fourth quarter of 2000, the Company made the decision to sell Princeton.
The net assets of Princeton have been included in the assets held for sale.

Computer Horizons Corp. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2001, 2000 AND 1999

NOTE 16 - SUBSEQUENT EVENTS (UNAUDITED)

IMPACT OF ECONOMIC STIMULUS ACT ON INCOME TAX REFUND CLAIM

On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 (the
"Act") was enacted into law. This Act contains many economic and tax
incentives, including the extension of the carryback period for losses
arising in years ending during 2001 and 2002 to five years from the previous
two year carryback rule. As a result, the Company's tax refund claim of
approximately $10 million at December 31, 2001 will increase to approximately
$30 million. The additional refund amount will be recorded during the first
quarter of 2002.

SALE OF PRINCETON SOFTECH, INC.

On March 25, 2002, the Company completed the sale of the net assets of Princeton
Softech, Inc. for cash of approximately $16 million. The gain on sale is
estimated to be approximately $3.6 million and will be recorded during the first
quarter of 2002.

PURCHASE OF TREASURY STOCK

Subsequent to December 31, 2001, the Company has purchased 161,000 shares of its
common stock at an aggregate cost of approximately $582,000.

Computer Horizons Corp. and Subsidiaries

MARKET AND DIVIDEND INFORMATION

Years ended December 31, 2001 and 2000

The Company's common stock is quoted on the Nasdaq National Market, under the
symbol CHRZ. The range of high and low closing stock prices, as reported by the
Nasdaq National Market, for each of the quarters for the years ended December
31, 2001 and 2000 is as follows:

The Company plans to reinvest its earnings in future growth opportunities and,
therefore, does not anticipate paying cash dividends in the near future and has
not paid any to date. As of December 31, 2001, there were approximately 1,087
holders of record of common stock.