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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
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For Quarter Ended JUNE 30, 2002 Commission File Number 0-7282
COMPUTER HORIZONS CORP.
-----------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-2638902
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
49 Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046-1495
---------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (973) 299-4000
Not Applicable
--------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
/X/ / /
Yes No
As of August 9, 2002 the issuer had 31,304,524 shares of common stock
outstanding.
COMPUTER HORIZONS CORP.
Index
Page No.
--------
Part I Financial Information
Consolidated Balance Sheets
June 30, 2002 (unaudited) and December 31, 2001 3
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2002
and June 30, 2001 (unaudited) 4
Condensed Consolidated Statements of
Cash Flows - Six Months Ended
June 30, 2002 and June 30, 2001 (unaudited) 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis
of Financial Condition and Results of
Operations 16
Part II Other Information 23
Signatures 23
Exhibits Certifications of Quarterly Report 24
2
COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
June 30, December 31,
2002 2001
-------------- --------------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 61,307 $ 41,033
Accounts receivable, net of allowance for doubtful
accounts of $8,416 and $7,542 at June 30, 2002 and
December 31, 2001, respectively 69,096 83,564
Net assets held for sale - 10,381
Deferred income tax benefit 9,506 13,030
Refundable income taxes (Note 11) 19,067 7,992
Other 7,391 5,238
-------------- --------------
TOTAL CURRENT ASSETS 166,367 161,238
-------------- --------------
PROPERTY AND EQUIPMENT 36,466 34,354
Less accumulated depreciation (24,237) (21,881)
-------------- --------------
12,229 12,473
-------------- --------------
OTHER ASSETS - NET:
Goodwill 18,864 48,725
Deferred income tax benefit 5,606 5,708
Other 8,375 9,577
-------------- --------------
TOTAL OTHER ASSETS 32,845 64,010
-------------- --------------
TOTAL ASSETS $ 211,441 $ 237,721
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable, current $ - $ 10,000
Accrued payroll, payroll taxes and benefits 11,619 12,782
Accounts payable 12,459 15,196
Restructuring reserve (Note 6) 1,576 2,090
Tax benefit reserve (Note 11) 19,600 -
Other accrued expenses 6,559 5,423
-------------- --------------
TOTAL CURRENT LIABILITIES 51,813 45,491
-------------- --------------
OTHER LIABILITIES 3,456 2,375
-------------- --------------
SHAREHOLDERS' EQUITY:
Preferred stock, $.10 par; authorized and unissued 200,000 shares, including
50,000 Series A
Common stock, $.10 par, authorized 100,000,000 shares; issued 33,153,107
shares at June 30, 2002 and December 31, 2001 respectively 3,315 3,315
Additional paid-in capital 133,952 135,230
Accumulated comprehensive loss (3,254) (2,932)
Retained earnings 34,240 66,291
-------------- --------------
168,253 201,904
-------------- --------------
Less shares held in treasury, at cost; 1,773,583 shares and 1,720,191 shares
at June 30, 2002 and December 31, 2001, respectively (12,081) (12,049)
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY 156,172 189,855
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 211,441 $ 237,721
============== ==============
3
COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------------------- ---------------------------------------------
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
--------------------- -------------------- --------------------- ---------------------
% of % of % of % of
REVENUE REVENUE REVENUE REVENUE
-------- -------- -------- --------
REVENUES:
IT Services $ 54,023 69.9% $ 74,400 70.9% $ 108,673 69.4% $ 147,417 69.7%
Solutions Group 23,295 30.1% 30,595 29.1% 47,864 30.6% 64,059 30.3%
----------- -------- ----------- -------- ----------- -------- ----------- --------
77,318 100.0% 104,995 100.0% 156,537 100.0% 211,476 100.0%
----------- -------- ----------- -------- ----------- -------- ----------- --------
COSTS AND EXPENSES:
Direct costs 56,570 73.2% 74,927 71.4% 114,762 73.3% 147,843 69.9%
Selling, general and
administrative 22,452 29.0% 32,558 31.0% 48,911 31.2% 67,222 31.8%
Restructuring charge - 0.0% 5,473 5.2% - 0.0% 5,473 2.6%
Amortization of intangibles - 0.0% 723 0.7% - 0.0% 1,430 0.7%
----------- -------- ----------- -------- ----------- -------- ----------- --------
79,022 102.2% 113,681 108.3% 163,673 104.5% 221,968 105.0%
----------- -------- ----------- -------- ----------- -------- ----------- --------
LOSS FROM OPERATIONS (1,704) -2.2% (8,686) -8.3% (7,136) -4.5% (10,492) -5.0%
----------- -------- ----------- -------- ----------- -------- ----------- --------
OTHER INCOME/(EXPENSE):
Gain on sale of assets - 0.0% - 0.0% 3,570 2.3% 438 0.2%
Loss on investments - 0.0% - 0.0% (61) 0.0% - 0.0%
Interest income 259 0.3% 823 0.8% 473 0.3% 1,224 0.6%
Interest expense (4) 0.0% (567) -0.5% (163) -0.1% (1,143) -0.5%
----------- -------- ----------- -------- ----------- -------- ----------- --------
255 0.3% 256 0.3% 3,819 2.5% 519 0.3%
----------- -------- ----------- -------- ----------- -------- ----------- --------
LOSS BEFORE INCOME TAXES (1,449) -1.9% (8,430) -8.0% (3,317) -2.0% (9,973) -4.7%
----------- -------- ----------- -------- ----------- -------- ----------- --------
INCOME (BENEFIT)/TAXES:
Current - 0.0% (2,866) -2.7% - 0.0% (4,591) -2.2%
Deferred (493) -0.6% - 0.0% (1,128) -0.7% 1,200 0.6%
----------- -------- ----------- -------- ----------- -------- ----------- --------
(493) -0.6% (2,866) -2.7% (1,128) -0.7% (3,391) -1.6%
----------- -------- ----------- -------- ----------- -------- ----------- --------
LOSS BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE (956) -1.3% (5,564) -5.3% (2,189) -1.3% (6,582) -3.1%
Cumulative effect of Change (Note 3) - 0.0% - 0.0% (29,861) -19.1% - 0.0%
----------- -------- ----------- -------- ----------- -------- ----------- --------
NET LOSS $ (956) -1.3% $ (5,564) -5.3% $ (32,050) -20.4% $ (6,582) -3.1%
=========== ======== =========== ======== =========== ======== =========== =======
LOSS PER SHARE (BASIC & DILUTED):
Before Cumulative Effect of
Change in Accounting Principle $ (0.03) $ (0.17) $ (0.07) $ (0.21)
=========== =========== =========== ===========
Cumulative Effect of Change
in Accounting Principle $ - $ - $ (0.95) $ -
=========== =========== =========== ===========
Net Loss $ (0.03) $ (0.17) $ (1.02) $ (0.21)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
Basic & Diluted 31,446,000 31,833,000 31,474,000 31,948,000
=========== =========== =========== ===========
4
COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
Six Months Ended
-------------------------------
June 30, June 30,
2002 2001
-------------- --------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 18,344 $ 29,324
-------------- --------------
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Purchases of property and equipment (2,089) (2,410)
Changes in goodwill - (173)
Proceeds received from the sale of assets 15,880 -
-------------- --------------
13,791 (2,583)
-------------- --------------
CASH FLOWS (USED IN)/PROVIDED BY FINANCING ACTIVITIES
Decrease in borrowings (10,000) (6,689)
Repurchase of common stock (2,389) (1,538)
Stock options exercised 849 1,033
-------------- --------------
(11,540) (7,194)
-------------- --------------
Effect of exchange rate difference on cash (321) (2,044)
-------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 20,274 17,503
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 41,033 17,559
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 61,307 $ 35,062
============== ==============
5
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
1. BASIS OF PRESENTATION
The consolidated balance sheet as of June 30, 2002, the consolidated statements
of operations for the three and six months ended June 30, 2002 and June 30,
2001, respectively and the statement of cash flows for the six months ended June
30, 2002 and 2001 have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at June 30, 2002 (and for all periods presented) have
been made.
Certain information and note disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, which are not required for interim purpose,
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Annual Report on Form 10-K for the year ended
December 31, 2001 filed by the Company. The results of operations for the
periods ended June 30, 2002 and 2001 are not necessarily indicative of the
operating results for the respective full years.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board approved the issuance of
SFAS No. 141, "Business Combinations" and in July 2001, SFAS 142, "Goodwill and
Other Intangible Assets." The new standards require that all business
combinations initiated after June 30, 2001 must be accounted for under the
purchase method. In addition, all intangible assets acquired that are obtained
through contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged shall be recognized as an asset apart
from goodwill. Goodwill and intangibles with indefinite lives will no longer be
subject to amortization, but will be subject to at least an annual assessment
for impairment by applying a fair value based test. The Company adopted SFAS 142
as of January 1, 2002 and in compliance with this new regulation has
discontinued the amortization of goodwill. For the effect of this statement on
the Company see Note 3.
Effective on January 1, 2002, the Company adopted Financial Accounting Standard
No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets," ("SFAS
144"). This supercedes SFAS 121, while retaining many of the requirements of
such statement. The effect of this statement is immaterial to the Company.
6
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In June 2002, the Financial Accounting Standards Board approved the issuance of
SFAS No. 146, "Accounting for Exit or Disposal Activities," ("SFAS 146"), which
supersedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The new standards
require that a liability for a cost associated with an exit or disposal
activity, including costs related to terminating a contract that is not a
capital lease and the termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is not
ongoing or an individual deferred-compensation contract, be recognized when the
liability is incurred. SFAS 146 is effective for exit or disposal activities of
the Company that are initiated after December 31, 2002.
3. ADOPTION OF FAS 142
During the quarter ended June 30, 2002, the Company completed the initial
valuation of the carrying value of goodwill existing at January 1, 2002. As a
result a non-cash charge of $29.9 million, or $(0.95) per share was
retroactively recorded as the cumulative effect of an accounting change in the
six months ended June 30, 2002 statement of operations. The changes in the
carrying amount of goodwill for the six months ended June 30, 2002, are as
follows:
Reporting Units Solutions IT Services Education Chimes Consolidated
----------- ----------- ----------- ----------- -----------
(in 000's)
Balance as of December 31,
2001 18,864 29,422 439 -- 48,725
Impairment Losses -- (29,422) (439) -- (29,861)
-------------------------------------------------------------------
Balance as of June 30, 2002 18,864 -- -- -- 18,864
-------------------------------------------------------------------
The reporting units are equal to, or one level below, reportable segments. The
Company engaged independent valuation consultants to assist with the
transitional goodwill impairment tests.
The fair value of each of the reporting units was calculated using the following
approaches: (i) market approach and (ii) income approach. Under the market
approach, value is estimated by comparing the performance fundamentals relating
to similar public companies' stock prices. Multiples are then developed of the
value of the publicly traded stock to various measures and are then applied to
each reporting unit to estimate the value of its equity. Under the income
approach, value was determined using the present value of the projected future
cash flows to be generated by the reporting unit.
7
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
3. ADOPTION OF FAS 142 (CONTINUED)
The fair value conclusion of the reporting units reflects an equally blended
value of the market multiple approach and the income approach discussed above.
As a result of performing steps one and two of the goodwill impairment test, a
loss of $29.9 million was recognized and recorded as a cumulative effect of
change in accounting principle in the accompanying Consolidated Statements of
Operations. There was no income tax effect on the impairment charge as
approximately $19 million of the charge related to goodwill in foreign tax
jurisdictions where the Company believes it is more likely than not that
future taxable income in these jurisdictions will not be sufficient to
realize the related income tax benefits associated with the charge. The
remaining $11 million of the charge was related primarily to goodwill that
was acquired prior to the ability to deduct goodwill for tax purposes.
The following pro forma table shows the effect of amortization expense and the
cumulative effect of change in accounting principle on the Company's net loss as
follows:
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Reported Net Loss $ (956) $ (5,564) $ (32,050) $ (6,582)
----------- ----------- ----------- -----------
Cumulative Effect of Change in
Accounting Principle -- -- 29,861 --
Amortization of Intangibles -- 723 -- 1,430
----------- ----------- ----------- -----------
Adjusted Net Loss $ (956) $ (4,841) $ (2,189) $ (5,152)
----------- ----------- ----------- -----------
Reported Loss per Share:
Basic & Diluted $ (0.03) $ (0.17) $ (1.02) $ (0.21)
----------- ----------- ----------- -----------
Adjustment for Amortization of
Intangibles:
Basic & Diluted -- 0.02 -- 0.04
Adjustment for Cumulative Effect
of Change in Accounting
Principle:
Basic & Diluted -- -- 0.95 --
----------- ----------- ----------- -----------
Adjusted Loss per Share:
Basic & Diluted $ (0.03) $ (0.15) $ (0.07) $ (0.17)
=========== =========== =========== ===========
8
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
4. EARNINGS PER SHARE
Basic Earnings Per Share ("EPS") is based on the weighted average number of
common shares outstanding without consideration of common stock equivalents.
Diluted earnings per share is based on the weighted average number of common and
common equivalent shares outstanding, except where the effect would have been
antidilutive. The calculation takes into account the shares that may be issued
upon exercise of stock options, reduced by the shares that may be repurchased
with the funds received from the exercise, based on the average price during the
year.
In accordance with SFAS No.128, the table below presents both basic and diluted
loss per share:
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
-------------------------------------------------------------
Numerator:
Net loss (in thousands) $ (956) $ (5,564) $ (32,050) $ (6,582)
Denominator:
Denominator for basic
loss per share
Weighted average
shares outstanding 31,446,000 31,833,000 31,474,000 31,948,000
Effect of stock options -- -- -- --
Diluted potential loss per
share:
Denominator for diluted
loss per share
Adjusted weighted
average shares
outstanding and
assumed conversions 31,446,000 31,833,000 31,474,000 31,948,000
Basic loss per share $ (0.03) $ (0.17) $ (1.02) $ (0.21)
Diluted loss per share $ (0.03) $ (0.17) $ (1.02) $ (0.21)
The computation of diluted loss per share excludes all options as their effect
would have been antidilutive. During 2002, there were 5,742,048 excluded options
with exercise prices between $2.02 to $26.63 per share at June 30. During 2001,
there were 3,752,100 excluded options outstanding at June 30, 2001 with exercise
prices of $3.78 to $26.63 per share.
9
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
5. SEGMENT INFORMATION
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 Augmentation. 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, up to the time
of sale, March 25, 2002, of Princeton Softech Inc. Operating income/(loss)
consists of income/(loss) before income taxes, excluding interest income,
interest expense, gain on the sale of assets, net loss on investments and
amortization of intangibles. These exclusions total income of $0.3 million and
expense of $5.9 million in the second quarter of 2002 and 2001, respectively and
income of $3.8 million and expense of $6.4 million in the first six months of
2002 and 2001, respectively. 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.
Six Months Ended
June 30, June 30,
2002 2001
-------------------------------
REVENUE:
IT Services $ 108,673 $ 147,417
Solutions Group 47,864 64,059
-------------------------------
TOTAL $ 156,537 $ 211,476
-------------------------------
OPERATING INCOME / (LOSS):
IT Services $ (1,250) $ 5,097
Solutions Group (5,886) (8,686)
-------------------------------
TOTAL $ (7,136) $ (3,589)
-------------------------------
ASSETS:
IT Services $ 48,197 $ 109,273
Solutions Group 55,684 68,591
Corporate and other 107,560 77,101
-------------------------------
TOTAL $ 211,441 $ 254,965
-------------------------------
10
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
6. 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 June 30, 2002, $1,082,000 had been paid in severance to the
terminated employees. The balance remaining at June 30, 2002 includes continuing
rent on five properties terminating in 2003, 2004 and 2005 and severance for one
individual with payments through January of 2003.
Remaining at
Remaining at June 30,
Dec. 31, 2001 Paid 2002
---------------------------------------
Severance:
United States $ 243 $ (58) $ 185
---------------------------------------
Lease Obligations:
---------------------------------------
United States $ 1,221 $ (371) $ 850
---------------------------------------
---------------------------------------
Total $ 1,464 $ (429) $ 1,035
---------------------------------------
11
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
6. 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 sublessee, 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.
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 remaining balance at June 30,
2002 includes continuing rent on one property with the lease terminating in
2005.
Remaining at
Remaining at June 30,
Dec. 31, 2001 Paid 2002
---------------------------------------
Lease Obligations:
United States $ 626 $ (85) $ 541
---------------------------------------
Total $ 626 $ (85) $ 541
---------------------------------------
12
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
7. COMPREHENSIVE INCOME / (LOSS)
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income ("SFAS No.130"), requires that items defined as other comprehensive
income/(loss), such as foreign currency translation adjustments, be separately
classified in the financial statements and that the accumulated balance of other
comprehensive income/(loss) be reported separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. The
components of comprehensive loss for the three and six months ended June 30,
2002 and June 30, 2001 are as follows:
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
-----------------------------------------------------
Comprehensive Loss:
Net Loss $ (956) $ (5,564) $ (32,050) $ (6,582)
Other comprehensive income/
(loss) - foreign
currency adjustment 80 (579) (322) (2,044)
-----------------------------------------------------
Comprehensive Loss $ (876) $ (6,143) $ (32,372) $ (8,626)
-----------------------------------------------------
13
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
8. SALE OF SUBSIDIARIES
On March 25, 2002, the Company sold the net assets of Princeton Softech to Apax
Partners, Inc. and LLR Partners, for cash of $16 million, including amounts held
in escrow of $1.5 million. The gain from the transaction was $3.6 million. The
results of operations are included in the consolidated financial statements
through February 28, 2002 within the Solutions group.
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 service 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.
9. PURCHASE OF TREASURY STOCK
In April 2001, the Board of Directors approved the repurchase in the open market
of up to 10% of its common shares outstanding, or approximately 3.3 million
shares. As of the filing of this report, the Company had repurchased, in the
open market, 1,738,000 shares of its stock at an average price of $3.46 per
share for an aggregate purchase amount of $6.0 million.
14
COMPUTER HORIZONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Periods June 30, 2002 and June 30, 2001
(unaudited)
10. ASSET-BASED LENDING FACILITY
On July 31, 2001 the Company entered into an agreement with a secured
asset-based lending facility that 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 was Prime plus 0.5%, thereafter the rate
was 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 June 30, 2002, the
Company had no outstanding loan balance against the facility. Based on the
Company's eligible customer receivables and cash balance the entire $40 million
was available for borrowing as of June 30, 2002. The fee for the unused portion
of the line of credit is 0.375% per annum charged to the Company monthly. This
charge was approximately $68,000 for the period ended June 30, 2002 with an
interest rate of Prime plus 0.25%, or 5.0%.
11. TAX BENEFIT RESERVE
During 1998, the Company completed a business combination which, for financial
statement reporting purposes, was accounted for as a pooling of interests. For
income tax purposes, the Company believes the transaction qualified as a taxable
purchase that gives rise to future tax deductions. Upon the sale of the acquired
business in 2001, the balance of these deductions was recognized for tax
purposes. The tax benefit of $19.6 million relating to these deductions was
included in refundable income taxes in the first half of 2002. Since the tax
structure of the transaction is subject to determination by the tax authorities,
the Company has recorded a reserve for these tax benefits. When resolved, the
net benefit will be reflected as an increase in additional paid-in capital.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
RESULTS OF OPERATIONS
REVENUES. Revenues decreased to $77.3 million in the second quarter of 2002 from
$105.0 million in the second quarter of 2001, a decrease of $27.7 million or
26.4%. The Solutions Group decreased to $23.3 million in the second quarter of
2002 from $30.6 million in the second quarter of 2001, a decrease of $7.3
million or 23.9%. IT Services revenues decreased to $54.0 million in the second
quarter of 2002 from $74.4 million in the second quarter of 2001, a decrease of
$20.4 million or 27.4%. The decrease in Solutions Group revenue is primarily
attributable to the revenue decline experienced by the business units held for
sale. Solutions Group revenue, excluding the operations of units held for sale,
actually increased by $3.8 million in the second quarter of 2002 to $23.3
million. The decrease in IT Services revenue is primarily attributed to the
continued decreases in demand for temporary technology workers and the impact of
pricing decreases on revenue.
Revenues decreased to $156.5 million in the first six months of 2002 from
$211.5 million in the first six months of 2001, a decrease of $55.0 million
or 26%. The Solutions Group decreased to $47.9 million in the first six
months of 2002 from $64.0 million in the first six months of 2001, a decrease
of $16.1 million or 25.2%. Excluding the operations of the business units
held for sale, Solutions Group revenue increased by $5.3 million or 13.4% for
the first six months of 2002. IT Services decreased to $108.7 million in the
first half of 2002 from $147.4 million in the first half of 2001, a decrease
of $38.7 million or 26.3% which is attributable to the softness in the IT
Staffing business.
DIRECT COSTS. Direct costs decreased to $56.6 million and $114.8 million in the
second quarter and first half of 2002, respectively, from $74.9 million and
$147.8 million in the comparable periods of 2001. Gross margin, revenues less
direct costs, decreased to 26.8% in the second quarter of 2002 from 28.6% in the
same period of 2001. Gross margin decreased to 26.7% in the first six months of
2002 from 30.1% in the same period of 2001. The Company's margins are subject to
fluctuations due to a number of factors, including the level of salary and other
compensation necessary to attract and retain qualified technical personnel.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses (excluding the restructuring charge in 2001) decreased to $22.5 million
and $48.9 million in the second quarter and first half of 2002, respectively,
from $32.6 million and $67.2 million in the comparable periods of 2001. 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. As a percentage of revenues, selling, general and
administrative expenses decreased to 29.0% and 31.2% of revenues in the second
quarter and first six months of 2002 from 31.0% and 31.8% of revenues in the
comparable periods of 2001.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
LOSS FROM OPERATIONS. Operating margins, excluding the restructuring charge in
2001, decreased to a loss of 2.2% in the second quarter of 2002 from 3.1% in
second quarter of 2001. Operating margin increased to a loss of 4.5% in the
first half of 2002 from a loss of 2.4% in the comparable 2001 periods. The
Company's business is labor-intensive and, as such, is sensitive to inflationary
trends. This sensitivity applies to client billing rates, as well as to payroll
costs.
OTHER INCOME. Other income was $0.3 million in the second quarter of both 2002
and 2001. Other income increased to $3.8 million in the first half of 2002
compared to $0.5 million in the same period of 2001. This increase in other
income was the result of the gain on the sale of Princeton Softech.
PROVISION FOR INCOME TAXES. The effective tax rates for Federal, state and local
income taxes were 34.0% for all periods reported.
NET LOSS. Net loss for the second quarter of 2002 was $956,000, or $0.03 loss
per diluted share, compared to net loss of $5.6 million, or $0.17 loss per
diluted share for the second quarter of 2001, an increase of $4.6 million. For
the first half of 2002, the net loss before the cumulative effect of change in
accounting principle was $2.2 million, or $0.07 loss per diluted share, compared
to net loss of $6.6 million, or $0.21 loss per diluted share for the first half
of 2001.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2002, the Company had $114.6 million in working capital, of which
$61.3 million was cash and cash equivalents.
Net cash provided by operating activities in the first six months of 2002 was
$18.3 million, consisting primarily of a decrease in accounts receivable.
Net cash provided by investing activities in the first six months of 2002 was
$13.8 million, consisting primarily of cash received from the sale of Princeton
Softech.
Net cash used in financing activities in the first six months of 2002 was $11.5
million primarily consisting of the payback of the outstanding balance of the
Company's line of credit.
At June 30, 2002, the Company had a current ratio position of 3.2 to 1. The
Company believes that its cash and cash equivalents, line of credit and
internally generated funds will be sufficient to meet its working capital needs
through 2002.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
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 was Prime plus 0.5%, thereafter the
rate was 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 June 30, 2002, the
Company had no outstanding loan balance against this facility.
In June 2001, the Financial Accounting Standards Board approved the issuance of
SFAS No. 141, "Business Combinations" and in July 2001, SFAS 142, "Goodwill and
Other Intangible Assets." The new standards require that all business
combinations initiated after June 30, 2001 must be accounted for under the
purchase method. In addition, all intangible assets acquired that are obtained
through contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged shall be recognized as an asset apart
from goodwill. Goodwill and intangibles with indefinite lives will no longer be
subject to amortization, but will be subject to at least an annual assessment
for impairment by applying a fair value based test. The Company adopted SFAS 142
as of January 1, 2002 and in compliance with this new regulation has
discontinued the amortization of goodwill. For the effect of this statement on
the Company see Note 3, of the notes to the consolidated financial statements.
During the second quarter of 2002, the Company completed its initial valuation
of the carrying value of goodwill existing at January 1, 2002. As a result, a
non-cash charge of $29.9 million, or $(0.95) per share was retroactively
recorded as the cumulative effect of an accounting change in the six months
ended June 30, 2002 statement of operations. Virtually all of the change was
associated with goodwill relating to the Company's IT Services line of business.
Effective on January 1, 2002, the Company adopted Financial Accounting Standard
No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets," ("SFAS
144"). This supercedes SFAS 121, while retaining many of the requirements of
such statement. The effect of this statement is immaterial to the Company.
In June 2002, the Financial Accounting Standards Board approved the issuance of
SFAS No. 146, "Accounting for Exit or Disposal Activities," ("SFAS 146"), which
supersedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The new standards
require that a liability for a cost associated with an exit or disposal
activity, including costs related to terminating a contract that is not a
capital lease and the termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is not
ongoing or an individual deferred-compensation contract, be recognized when the
liability is incurred. SFAS 146 is effective for exit or disposal activities of
the Company that are initiated after December 31, 2002.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
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 June 30, 2002:
Obligation Due
Total Amount 1 Year 2-3 Years 4-5 Years Over 5 Years
(in 000's)
Operating leases $ 17,219 $ 6,744 $ 7,703 $ 2,761 $ 11
Other long-term 3,456 3,456 -- -- --
--------------------------------------------------------------------------------------------
Total Cash Obligations $ 20,675 $ 10,200 $ 7,703 $ 2,761 $ 11
--------------------------------------------------------------------------------------------
PRO FORMA FINANCIAL INFORMATION EXCLUDING ASSETS HELD FOR SALE
The accompanying unaudited pro forma condensed consolidated statement of
operations as of the quarters ended March 31, 2002, December 31, 2001, September
30, 2001, June 30, 2001 and March 31, 2001 have been prepared to give effect of
the consolidated operations excluding net assets held for sale and is intended
for informational purposes only. For the quarter ended June 30, 2002, there is
no impact on operating results from assets held for sale.
All adjustments necessary to fairly present this pro forma condensed
consolidated financial information have been made based on available information
and assumptions, which, in the opinion of management, are reasonable. The
unaudited pro forma condensed consolidated financial information is based upon
and should be read in conjunction with, the historical consolidated financial
statements of the Company and the notes thereto.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
Quarter Ended March 31, 2002
-------------------------------------------------------
Consolidated Assets held Pro forma
CHC for Sale CHC
-------------------------------------------------------
Revenues $ 79,219 $ 2,891 $ 76,328
Direct Costs 58,192 494 57,698
---------- ---------- ------------
Gross Profit 21,027 2,397 18,630
SG&A 25,797 4,344 21,453
Bad Debt Expense 662 -- 662
---------- ---------- ------------
Operating Loss (5,432) (1,947) (3,485)
Gain on Sale of Assets (3,570) (3,570) --
Loss on Investments 61 -- 61
Interest Income (55) -- (55)
---------- ---------- ------------
(Loss)/Income before taxes (1,868) 1,623 (3,491)
Income taxes/(benefit) (635) 552 (1,187)
---------- ---------- ------------
Net (Loss)/Income $ (1,233) $ 1,071 $ (2,304)
========== ========== ============
Quarter Ended December 31, 2001
-------------------------------------------------------
Consolidated Assets held Pro forma
CHC for Sale CHC
-------------------------------------------------------
Revenues $ 95,096 $ 9,488 $ 85,608
Direct Costs 66,061 2,113 63,948
---------- ---------- ------------
Gross Profit 29,035 7,375 21,660
SG&A 29,262 7,745 21,517
Bad Debt Expense 1,944 -- 1,944
---------- ---------- ------------
Operating Loss (2,171) (370) (1,801)
Restructuring Charge 1,048 -- 1,048
Interest Income (225) -- (225)
Loss on Sale of Assets 802 802 --
Net Gain on Investment (90) -- (90)
Amortization of Intangibles 615 -- 615
---------- ---------- ------------
Loss before taxes (4,321) (1,172) (3,149)
Income taxes/(benefit) (1,274) (345) (929)
---------- ---------- ------------
Net Loss $ (3,047) $ (827) $ (2,220)
========== ========== ============
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
Quarter Ended September 30, 2001
-------------------------------------------------------
Consolidated Assets held Pro forma
CHC for Sale CHC
-------------------------------------------------------
Revenues $ 94,212 $ 6,597 $ 87,615
Direct Costs 67,672 2,409 65,263
---------- ---------- ------------
Gross Profit 26,540 4,188 22,352
SG&A 29,790 6,321 23,469
Bad Debt Expense 614 89 525
---------- ---------- ------------
Operating Loss (3,864) (2,222) (1,642)
Interest Income (43) -- (43)
Loss on Sale of Assets 2,833 2,833 --
Amortization of Intangibles 650 -- 650
---------- ---------- ------------
Loss before taxes (7,304) (5,055) (2,249)
Income taxes/(benefit) (2,483) (1,718) (765)
---------- ---------- ------------
Net Loss $ (4,821) $ (3,337) $ (1,484)
========== ========== ============
Quarter Ended June 30, 2001
-------------------------------------------------------
Consolidated Assets held Pro forma
CHC for Sale CHC
-------------------------------------------------------
Revenues $ 104,995 $ 11,140 $ 93,855
Direct Costs 74,927 4,057 70,870
----------- ---------- ------------
Gross Profit 30,068 7,083 22,985
SG&A 32,162 9,614 22,548
Bad Debt Expense 396 37 359
----------- ---------- ------------
Operating Income/(loss) (2,490) (2,568) 78
Restructuring Charge 5,473 -- 5,473
Interest Income (256) -- (256)
Amortization of Intangibles 723 -- 723
----------- ---------- ------------
Loss before taxes (8,430) (2,568) (5,862)
Income taxes/(benefit) (2,866) (873) (1,993)
----------- ---------- ------------
Net Loss $ (5,564) $ (1,695) $ (3,869)
=========== ========== ============
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Periods Ended June 30, 2002 and June 30, 2001
Quarter Ended March 31, 2001
-------------------------------------------------------
Consolidated Assets held Pro forma
CHC for Sale CHC
-------------------------------------------------------
Revenues $ 106,481 $ 13,265 $ 93,216
Direct Costs 72,916 4,997 67,919
----------- ---------- ------------
Gross Profit 33,565 8,268 25,297
SG&A 34,221 9,793 24,428
Bad Debt Expense 443 48 395
----------- ---------- ------------
Operating Income/(loss) (1,099) (1,573) 474
Gain on sale of Spargo (438) (438) --
Interest Expense 175 -- 175
Amortization of Intangibles 707 -- 707
----------- ---------- ------------
Loss before taxes (1,543) (1,135) (408)
Income taxes/(benefit) (525) (386) (139)
----------- ---------- ------------
Net Loss $ (1,018) $ (749) $ (269)
=========== ========== ============
CERTAIN DISCLOSURES
This report contains certain forward-looking statements for purposes of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties that could cause actual results to differ
materially. Such statements are based upon, among other things, assumptions made
by, and information currently available to management, including management's
own knowledge and assessment of the Company's industry and competition.
22
PART II Other Information
Item 6.
b) None
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMPUTER HORIZONS CORP.
-----------------------
(Registrant)
DATE: August 14, 2002 /s/ John J. Cassese
--------------- -------------------
John J. Cassese
Chairman of the Board and
President
DATE: August 14, 2002 /s/ William J. Murphy
--------------- ---------------------
William J. Murphy
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer) and
Director
DATE: August 14, 2002 /s/ Michael J. Shea
--------------- -------------------
Michael J. Shea,
Vice President and Controller
(Principal Accounting Officer)
23