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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, 1998
[ ] 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 executive offices) (Zip Code)
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 22, 1999, was approximately
$367,883,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 22, 1999: 31,476,647 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, l998, in Part II
of this Report and (ii) Proxy Statement for the 1999 Annual Meeting of
Shareholders, expected to be filed with the Securities and Exchange Commission
on or before April 12, 1999, 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 including CHC's Signature 2000(TM) solution for the millennium change,
client/server systems development and migration, enterprise network management,
document imaging practices, outsourcing and offshore software development and
maintenance ("solutions"). 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.
Solutions engagements, which represented less than five percent of the Company's
consolidated revenues in 1993, accounted for approximately 44% of its
consolidated revenues in 1998. The Company believes that the range of services
and solutions that it offers, combined with its worldwide network of 55 offices
and subsidiary organizations, provides it with significant competitive
advantages in the information technology marketplace.
The Company's clients primarily are Fortune 500 companies with
significant information technology budgets and recurring staffing or software
development needs. In 1998, the Company provided information technology services
to 768 clients. During 1998, the Company's largest client, AT&T, accounted for
8.8% of the Company's consolidated revenues. The Company's next largest client,
Prudential, accounted for 8.3% of the Company's consolidated revenues with no
other client accounting for more than 5% of such 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 include (1) professional services staffing, (2) the solution
for the millennium change, (3) e-business development services, (4) enterprise
network management, (5) outsourcing, and (6) knowledge transfer.
(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 centralized vendor management, supplying their staffing needs from
among the Company's over 4,000 software professionals.
The Company is committed to expanding its professional services
staffing operations in conjunction with its solutions business.
(2) Solution for the Millennium Change: CHC's Signature 2000(TM)
offering combines an internally developed proprietary software toolkit, skilled
resources, proven methodologies, experienced project management, as well as
significant millennium project experience. It analyzes, locates, reports on, and
then restructures all programs and database definitions affected by the absence
of a century date field to permit processing of dates after December 31, 1999.
The solution is customized for each particular enterprise and deals with all
collateral issues. In effect, CHC's Signature 2000(TM) provides the Company with
an opportunity to facilitate field expansion, and century date windowing, while
simultaneously performing other systems upgrades such as language conversions
and platform migrations. In addition, CHC's Signature 2000(TM) provides the
Company a fully integrated testing solution across all phases of the testing
life cycle, including Testing Processes, Software Products and experienced
management and technical resources. The Company also provides a workstation
solution for the Year 2000, including Asset Management, assessment and
correction of spreadsheets and databases, correction to the workstation clocks,
and third-party vendor compliancy assessment.
To manage an organization's Year 2000 program, the Company
provides a fully integrated "Program Management Office" (PMO) approach. The PMO
provides a complete set of processes, templates and recommended software
products to support the reporting, risk management, contingency planning and
program management across the enterprise.
(3) E-business Development Services: The Company has the
capability to develop and implement open computer e-business strategy,
architecture, and engineering, design, implementation and operational services.
Such services include project management, selection of viable systems platforms,
creation of migration plans, development of customized software applications,
and systems and database integration.
(4) Enterprise Network Management: As application development
migrates to distributed systems platforms, so too must the disciplines of
systems management. The Company's enterprise network management offering is
comprised of experienced technical professionals whose only business focus is
the development and integration of centralized management platforms for
mission-critical distributed systems environments. The Company's staff handles
large-scale integration projects, including those requiring vendor product
integration and custom software development associated with LAN/WAN monitoring
and control, network asset management, software distribution and help desk
support.
(5) 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.
(6) Knowledge Transfer: The Company's Education Division offers
custom-designed and/or existing courseware 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 and multimedia curricula in the transitioning IT
organization of Fortune 1000 corporations. To support these changing
technologies, the Company has developed extensive curriculum offerings in
Operating Systems, Mainframe Technology, Client/Server and Open Systems, Object
Orientation, Application Development, Information Engineering,
Internet/Intranet, and ERP packages.
Personnel
As of December 3l, 1998, the Company had a staff of 4,834, of
whom more than 4,000 were computer 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 such as Hewlett-Packard Company, Unisys Corporation and
Digital Equipment Corporation, 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 Andersen Consulting, Technology Solutions Corporation,
Cambridge Technology Partners, Inc., Cap Gemini America, Business System Group,
the consulting division of Computer Sciences Corporation, Analysts International
Corp., CIBER, Inc., Computer Task Group Inc., and Keane Inc.
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.
Item 2. Properties
The Company's Corporate and Financial Headquarters, its IT
Services Division, its Education Division, 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 leases are for
terms expiring December 31, 1999, at a current annual rental of approximately
$1,101,000. As of December 3l, l998, the Company also maintained facilities in
Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana,
Iowa, Kansas, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Missouri,
New Jersey, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas,
Washington, Washington D.C. and Wisconsin, as well as international operations
located in London and Toronto, with an aggregate of approximately 211,600 square
feet. The leases for these facilities are at a current annual aggregate rental
of approximately $4,035,000. These leases expire at various times with no lease
commitment longer than September 30, 2006.
Item 3. Legal Proceedings
There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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.
NAME AGE TITLE POSITION HELD
- - ---- --- ----- -------------
John J. Cassese 54 Chairman of the Board 1982 - Present
and President
Director 1969 - Present
William J. Murphy 54 Executive Vice President 1997 - Present
and CFO
Michael J. Shea 38 Controller 1995-Present
Vice President 1996-Present
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, 1998, 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, 1998, 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, 1998, 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, 1998, which material is
incorporated by reference in this Form 10-K Annual Report.
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, 1998,
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.
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 1999 Annual Meeting of Shareholders which is expected to be
filed with the Securities and Exchange Commission on or before April 12, 1999
(the "1999 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 1999 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 1999 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
None
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 1998 Annual Report to Shareholders, are incorporated herein by
reference.
- - - Consolidated balance sheets as of December 3l, 1998 and 1997
- - - Consolidated statements of income for each of the three years in the period
ended December 31, 1998
- - - Consolidated statement of shareholders' equity for each of the three years in
the period ended December 31, 1998
- - - Consolidated statements of cash flows for each of the three years in the
period ended December 31, 1998
- - - Notes to consolidated financial statements
- - - Report of independent certified public accountants on the consolidated
financial statements
2. Schedule II - Valuation and qualifying accounts for the
years ended December 31, 1998, 1997 and 1996.
- - - 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.
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 31, 1999 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 31, 1999 By: /s/ John J. Cassese
-------------------
John J. Cassese, Chairman
of the Board and President
(Principal Executive Officer)
and Director
Date: March 31, 1999 By: /s/ William J. Murphy
----------------------
William J. Murphy,
Executive Vice President and CFO
(Principal Financial Officer)
Date: March 31, 1999 By: /s/ Michael J. Shea
----------------------
Michael J. Shea
Vice President and Controller
(Principal Accounting Officer)
Date: March 31, 1999 By: /s/ Thomas J. Berry
--------------------
Thomas J. Berry, Director
Date: March 31, 1999 By: /s/ William M. Duncan
--------------------
William M. Duncan, Director
Date: March 31, 1999 By: /s/ Rocco J. Marano
-------------------
Rocco J. Marano, Director
EXHIBIT INDEX
Exhibit Description Incorporated by Reference to
- - ------- ----------- ----------------------------
3(a-1) Certificate of Incorporation as Exhibit 3(a) to Registration
amended through 1971. Statement on Form S-1 (File
No. 2--42259).
3(a-2) Certificate of Amendment dated Exhibit 3(a-2) to Form 10K
May 16, 1983 to Certificate of for the fiscal year ended
Incorporation. February 28, 1983.
3(a-3) Certificate of Amendment dated Exhibit 3(a-3) to Form 10K
June 15, 1988 to Certificate of for the fiscal year ended
Incorporation. December 31, 1988.
3(a-4) Certificate of Amendment dated Exhibit 3(a-4) to Form 10K
July 6, 1989 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(a-5) Certificate of Amendment dated Exhibit 3(a-5) to Form 10K
February 14, 1990 to Certificate of for the fiscal year ended
Incorporation. December 31, 1989.
3(a-6) Certificate of Amendment dated Exhibit 3(a-6) to Form 10K
May 1, 1991 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(a-7) Certificate of Amendment dated Exhibit 3(a-7) to Form 10K
July 12, 1994 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(b) Bylaws, as amended and Exhibit 3(b) to Form 10K for
presently in effect. the year ended December 31,
1988.
4(a) Rights Agreement dated as of Exhibit 1 to Registration
July 6, 1989 between the Statement on Form 8-A dated
Company and Chemical Bank, as July 7, 1989.
Rights Agent ("Rights Agreement") which
includes the form of Rights Certificate as
Exhibit B.
4(b) Amendment No. 1 dated as of Exhibit 1 to Amendment No.
February 13, 1990 to Rights 1 on Form 8 dated February
Agreement. 13, 1990 to Registration
Statement on Form 8-A.
Exhibit Description Incorporated by Reference to
- - ------- ----------- ----------------------------
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.
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
Plan, as amended.
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
Credit payable to Chase Manhattan
Bank dated as of June 30, 1998.
10(g) $10,000,000 Discretionary Line
of Credit from PNC Bank dated
as of June 5, 1998
13 Annual Report to Security Holders,
parts thereof
21 List of Subsidiaries.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
Board of Directors and Shareholders
Computer Horizons Corporation
In connection with our audit of the consolidated financial statements of
Computer Horizons Corp. and Subsidiaries referred to in our report dated
February 15, 1999, which is inlcuded in the 1998 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, 1998, 1997 and 1996. In our opinion,
this schedule presents fairly in all material respects, the information required
to be set forth herein.
GRANT THORNTON LLP
Parsippany, New Jersey
February 15, 1999
Computer Horizons Corp. and Subsidiaries
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 1998, 1997 and 1996
Column A Column B Column C Column D Column E
-------- ----------- ------------ ----------- -----------
Balance at Charged to Balance at
beginning costs and Deductions - end of
Description of period expenses describe (1) period
----------- ---------------- ----------------- -------------- ----------
Year ended December 31, 1998
Allowance for doubtful accounts $1,742,000 $ $ $
========== ======== ======== ==========
Year ended December 31, 1997
Allowance for doubtful accounts $1,203,000 $575,000 $ 36,000 $1,742,000
========== ======== ======== ==========
Year ended December 31, 1996
Allowance for doubtful accounts $ 840,000 $487,000 $124,000 $1,203,000
========== ======== ======== ==========
Notes
- - -----
(1) Uncollectible accounts written off, net of recoveries.
Computer Horizons Corp. and Subsidiaries
SELECTED FINANCIAL DATA
Year ended December 31,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(dollar amounts in thousands, except per share data)
Revenues ........................................... $ 514,921 $ 350,310 $ 261,411 $ 224,809 $ 173,204
Costs and expenses:
Direct costs ................................... 326,795 233,574 180,410 156,125 121,402
Selling, general and administrative ............ 113,035 74,165 59,677 48,837 38,534
Merger-related expenses......................... 4,272 976
------------ ------------ ------------ ------------ ------------
Income from operations ............................. 70,819 41,595 21,324 19,847 13,268
Other income (expense):
Interest income ................................ 5,334 1,700 404 346 83
Interest expense ............................... (750) (276) (507) (667) (725)
Equity in net earnings of
joint venture .............................. (90) 13 885 361
Gain on sale of joint vewnture................... 4,180
------------ ------------ ------------ ------------ ------------
Income before income
taxes .......................................... 79,493 43,032 22,106 19,887 12,626
Income taxes ....................................... 35,906 18,498 9,031 8,572 5,495
------------ ------------ ------------ ------------ ------------
Net income ......................................... $ 43,587 $ 24,534 $ 13,075 $ 11,315 $ 7,131
============ ============ ============ ============ ============
Earnings per share:
Basic ........................................ $ 1.41 $ .89 $ .50 $ .47 $ .32
------------ ============ ============ ============ ============
Diluted ...................................... $ 1.35 $ .85 $ .47 $ .44 $ .30
------------ ============ ============ ============ ============
Weighted average number of shares outstanding:
Basic ...................................... 30,925,000 27,567,000 26,380,000 24,312,000 22,446,000
============ ============ ============ ============ ============
Diluted .................................... 32,230,000 28,999,000 27,932,000 25,823,000 23,952,000
============ ============ ============ ============ ============
Computer Horizons Corp. and Subsidiaries
SELECTED FINANCIAL DATA (continued)
Year ended December 31,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(dollar amounts in thousands, except per share data)
Analysis (%)
Revenues ................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross margin ........................... 36.6 33.3 31.0 30.5 29.9
Selling, general and
administrative ...................... 22.0 21.1 22.8 21.7 22.2
Merger-related expenses..................... .8 .3
Income from operations ..................... 13.8 11.9 8.2 8.8 7.7
Interest income/(expense) - net ........ .9 .4 (.1) (.4)
Equity in net earnings of joint
venture ............................. .3 .1
Capital Gains .......................... .8
Income before income taxes ............. 15.5 12.3 8.5 8.8 7.3
Income taxes ............................... 7.0 5.3 3.5 3.8 3.2
Net income ..................................... 8.5 7.0 5.0 5.0 4.1
Revenue growth YOY ......................... 47.0 34.0 16.3 29.8 31.3
Net income growth YOY ...................... 77.7 87.6 15.6 58.7 90.2
Return on equity, average .................. 20.2 18.9 19.9 25.0 24.5
Effective tax rate ......................... 45.2 43.0 40.9 43.1 43.5
At year-end
Total assets ............................... $ 296,052 $ 217,625 $ 96,610 $ 63,096 $ 54,521
Working capital ............................ 158,759 160,370 55,052 42,553 22,968
Long-term debt ............................. 0 0 1,442 3,324 4,346
Shareholders' equity ....................... 246,534 185,974 73,747 57,931 32,679
Stock price ................................ $ 26.63 $ 45.50 $ 25.67 $ 16.89 $ 4.00
P/E multiple ............................... 19 51 51 36 13
Employees ...................................... 4,834 3,794 3,228 2,830 2,419
Clients (during year) .......................... 768 549 556 538 545
Offices (worldwide) ............................ 55 49 49 45 39
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS ON SCHEDULE
Board of Directors and Shareholders
Computer Horizons Corp.
In connection with our audit of the consolidated financial statements of
Computer Horizons Corp. and Subidiaries referred to in our report dated February
15, 1999, which is included in the 1998 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, 1998, 1997 and 1996. In our opinion,
this schedule presents fairly in all material respects, the information required
to be set forth therin.
/s/GRANT THORNTON LLP
- - ---------------------
GRANT THORNTON LLP
Parsippany, New Jersey
February 15, 1999