10-Q 1 a10-q.txt 10-Q 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 -------------------------------------------- For Quarter Ended JUNE 30, 2000 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 10, 2000 the issuer had 31,642,414 shares of common stock outstanding. 1 COMPUTER HORIZONS CORP. Index
Page No. Part I Financial Information Consolidated Balance Sheets June 30, 2000 (unaudited) and December 31, 1999 3 Consolidated Statements of Income (Loss) Three and Six Months Ended June 30, 2000 and June 30, 1999 (unaudited) 4 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2000 and June 30, 1999 5 (unaudited) Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II Other Information 13 Signatures 13
2 COMPUTER HORIZONS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands) (Unaudited)
June 30, December 31, 2000 1999 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 16,220 $ 17,072 Accounts receivable, net of allowance for doubtful accounts of $3,586 and $5,819 at June 30, 2000 and December 31, 1999, respectively 169,113 172,806 Deferred income tax benefit 8,143 8,945 Refundable income taxes 8,680 5,499 Other 3,331 4,459 --------- --------- TOTAL CURRENT ASSETS 205,487 208,781 --------- --------- PROPERTY AND EQUIPMENT 40,130 38,365 Less accumulated depreciation (21,158) (18,144) --------- --------- 18,972 20,221 --------- --------- OTHER ASSETS - NET: Goodwill 92,425 94,349 Deferred income tax benefit 2,458 2,458 Purchased software 7,755 9,306 Other 14,636 12,879 --------- --------- TOTAL OTHER ASSETS 117,274 118,992 --------- --------- TOTAL ASSETS $ 341,733 $ 347,994 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable, current $ 23,446 $ 19,502 Accrued payroll, payroll taxes and benefits 15,614 17,764 Accounts payable 17,870 17,741 Restructuring reserve 473 4,003 Deferred revenue 9,223 9,576 Other accrued expenses 9,461 10,338 --------- --------- TOTAL CURRENT LIABILITIES 76,087 78,924 --------- --------- LONG-TERM DEBT -- 4,100 --------- --------- OTHER LIABILITIES 1,777 2,318 --------- --------- 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 33,152,206 shares at June 30, 2000 and 33,149,595 shares at December 31, 1999 respectively 3,316 3,315 Additional paid-in capital 139,393 138,821 Accumulated comprehensive income (662) 385 Retained earnings 137,756 138,568 --------- --------- 279,803 281,089 --------- --------- Less shares held in treasury, at cost; 1,509,792 shares and 1,780,721 shares at June 30, 2000 and December 31, 1999, respectively (15,934) (18,437) --------- --------- TOTAL SHAREHOLDERS' EQUITY 263,869 262,652 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 341,733 $ 347,994 ========= =========
3 COMPUTER HORIZONS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) (dollars in thousands, except per share data)
THREE MONTHS ENDED --------------------------------------------------------------------------- June 30, 2000 June 30, 1999 June 30, 2000 ---------------------- ---------------------- ------------------------- % of % of % of Revenue Revenue Revenue REVENUES: IT Services $ 77,739 65.8% $ 115,574 80.9% $157,062 67.6% E-Solutions Group 40,356 34.2% 27,300 19.1% 75,315 32.4% ------- ----- ------- ----- ------- ----- 118,095 100.0% 142,874 100.0% 232,377 100.0% ------- ----- ------- ----- ------- ----- COSTS AND EXPENSES: Direct costs 79,578 67.4% 95,830 67.1% 162,593 69.9% Selling, general and administrative 36,533 30.9% 33,164 23.2% 69,693 30.0% Restructuring (credit) (2,376) -2.0% - 0.0% (2,376) -1.0% Amortization of intangibles 1,680 1.4% 1,520 1.1% 3,456 1.5% ------- ----- ------- ----- ------- ----- 115,415 97.7% 130,514 91.4% 233,366 100.4% ------- ----- ------- ----- ------- ----- INCOME / (LOSS) FROM OPERATIONS 2,680 2.3% 12,360 8.6% (989) -0.4% ------- ---- ------- ----- ------- ----- OTHER INCOME (EXPENSE): Interest income 148 0.1% 363 0.3% 289 0.1% Interest expense (449) -0.4% (239) -0.2% (856) -0.4% ------- ---- ------- ----- ------- ----- (301) -0.3% 124 0.1% (567) -0.3% ------- ---- ------- ----- ------- ----- INCOME / (LOSS) BEFORE INCOME TAXES 2,379 2.0% 12,484 8.7% (1,556) -0.7% ------- ---- ------- ----- ------- ----- INCOME (BENEFIT) / TAXES: Current 623 0.5% 5,909 4.1% (1,471) -0.6% Deferred 400 0.3% (666) -0.5% 802 0.3% ------- ---- ------- ----- ------- ----- 1,023 0.8% 5,243 3.6% (669) -0.3% ------- ---- ------- ----- ------- ----- NET INCOME / (LOSS) 1,356 1.2% 7,241 5.1% (887) -0.4% ===== === ===== === ==== === EARNINGS / (LOSS) PER SHARE: Basic $ 0.04 $ 0.24 $ (0.03) ======= ======= ======== Diluted $ 0.04 $ 0.23 $ (0.03) ======= ======= ======== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: Basic 31,624,000 30,515,000 31,553,000 ========== ========== ========== Diluted 32,141,000 31,323,000 31,553,000 ========== ========== ==========
COMPUTER HORIZONS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) (dollars in thousands, except per share data)
SIX MONTHS ENDED ------------------------ June 30, 1999 ------------------------ % of Revenue REVENUES: IT Services $ 233,473 83.1% E-Solutions Group 47,542 16.9% ------- ----- 281,015 100.0% ------- ----- COSTS AND EXPENSES: Direct costs 186,550 66.4% Selling, general and administrative 63,105 22.5% Restructuring (credit) 0.0% Amortization of intangibles 2,712 1.0% ------- ----- 252,367 89.9% ------- ----- INCOME / (LOSS) FROM OPERATIONS 28,648 10.1% ------- ----- OTHER INCOME (EXPENSE): Interest income 801 0.3% Interest expense (411) -0.1% ------- ----- 390 0.2% ------- ----- INCOME / (LOSS) BEFORE INCOME TAXES 29,038 10.3% ------- ----- INCOME (BENEFIT) / TAXES: Current 13,837 4.9% Deferred (1,559) -0.6% ------- ----- 12,278 4.3% ------- ----- NET INCOME / (LOSS) 16,760 6.0% ====== === EARNINGS / (LOSS) PER SHARE: Basic $ 0.54 ======= Diluted $ 0.53 ======= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: Basic 30,868,000 ========== Diluted 31,578,000 ==========
Note: Certain reclassifications have been made to the prior periods to conform to the 2000 presentation. 4 COMPUTER HORIZONS CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (dollars in thousands)
Six Months Ended ------------------- June 30, June 30, 2000 1999 ---- ---- CASH FLOWS USED IN OPERATING ACTIVITIES $ (1,841) $(24,305) -------- -------- CASH FLOWS USED IN INVESTING ACTIVITIES Sales of short-term investments -- 8,809 Purchases of property and equipment (883) (8,095) Acquisitions, net of cash -- (14,100) Increase in other assets -- (538) -------- -------- (883) (13,924) -------- -------- CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES Increase in borrowings 3,944 16,362 Decrease in long-term debt (4,100) -- Repurchase of common stock -- (11,604) Stock options exercised 3,076 1,261 -------- -------- 2,920 6,019 -------- -------- Effect of Exchange rate difference on cash (1,048) 169 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (852) (32,041) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 17,072 51,796 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,220 $ 19,755 ======== ======== DETAILS OF ACQUISITIONS: Fair value of assets acquired, net of cash $ -- $ 18,548 Less liabilities assumed -- (4,991) -------- -------- Net cash paid for acquisitions $ -- $ 13,557 ======== ========
5 COMPUTER HORIZONS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Periods Ended June 30, 2000 and June 30, 1999 (UNAUDITED) 1. BASIS OF PRESENTATION The information furnished reflects all adjustments (consisting of normal recurring adjustments) which, in the opinion of the Company, are necessary to present fairly its consolidated financial position and the results of its operations and changes in financial position for the periods indicated. Reference is made to the Company's annual financial statements for the year ended December 31, 1999, for a description of the accounting policies, which have been continued without change. Also refer to the footnotes with those annual statements for additional details of the Company's financial condition, results of operations and changes in cash flows. The details in those notes have not changed except as a result of normal transactions in the interim. 2. 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 the six month period ended June 30, 2000 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 earnings per share:
Three Months Ended Six Months Ended ---------------------------------------------------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 --------------- ---------------- --------------- ------------- Numerator: Net income / (loss) (in thousands) $ 1,356 $ 7,241 $ (887) $ 16,760 Denominator: Denominator for basic earnings per share Weighted average shares outstanding 31,624,000 30,515,000 31,553,000 30,868,000 Effect of stock options 517,000 808,000 -- 710,000 Diluted potential earnings / (loss) per share: Denominator for diluted earnings per share Adjusted weighted average shares outstanding and assumed conversions 32,141,000 31,323,000 31,553,000 31,578,000 Basic earnings / (loss) per share $ 0.04 $ 0.24 $ (0.03) $ 0.54 Diluted earnings / (loss) per share $ 0.04 $ 0.23 $ (0.03) $ 0.53
6 COMPUTER HORIZONS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Periods Ended June 30, 2000 and June 30, 1999 (Unaudited) The computation of diluted earnings per share excludes options with exercise prices greater than the average market price. During 2000, there were 1,239,749 excluded options outstanding at June 30, 2000 with exercise prices of $11.625 to $26.625 per share. All options to purchase shares of common stock were included in the computation of diluted earnings per share in the second quarter of 1999. 3. SEGMENT INFORMATION The Company has identified two segments: IT Services and the E-Solutions Group. The IT Services segment consists largely of the professional services traditionally rendered by the Company and primarily related to legacy and client server environments. IT Services is primarily Staffing, Outsourcing, and Y2K. The E-Solutions Group consists of e-products, e-services and e-commerce components. Broadly defined, revenue is derived from product sales and services that enable customers to conduct business electronically. Operating income / (loss) consists of income before income taxes, excluding interest income, interest expense, restructuring credit and amortization of intangibles totaling $(0.4) million and $1.4 million in the second quarter of 2000 and 1999, respectively, and $1.6 million and $2.3 million in the six months of 2000 and 1999, 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 revenue.
Six Months Ended ------------------------------------ June 30, June 30, 2000 1999 ------------------ ----------------- REVENUE: IT Services $157,062 $233,473 E-Solutions Group 75,315 47,542 ------------------ ----------------- TOTAL $232,377 $281,015 ------------------ ----------------- OPERATING INCOME / (LOSS): IT Services $ 3,528 $30,125 E-Solutions Group (3,438) 1,235 ------------------ ----------------- TOTAL $ 90 $31,360 ------------------ ----------------- ASSETS: IT Services $176,464 $193,555 E-Solutions Group 104,695 58,162 Corporate and other 60,574 76,748 ------------------ ----------------- TOTAL $341,733 $328,465 ------------------ -----------------
7 COMPUTER HORIZONS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Periods Ended June 30, 2000 and June 30, 1999 (Unaudited) 4. RESTRUCTURING CHARGES 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 subleasing of discontinued properties that were part of the third quarter 1999 restructuring charge. The remaining $0.4 million reserve at June 30, 2000 pertains to future costs associated with continuing rent and severance commitments in the United States.
Remaining at Remaining at Dec. 31, 1999 Paid Reversed June 30, 2000 ----------------- ------------------ ------------------ ----------------- Severance: United States $ 151 $ (33) $ -- $118 Europe 352 -- (352) -- Canada 33 -- (33) -- ----------------- ------------------ ------------------ ----------------- Total Severance $ 536 $ (33) $ (385) $118 ----------------- ------------------ ------------------ ----------------- Lease Obligations: United States $3,310 $(1,115) $(1,840) $355 Canada 76 -- (76) -- ----------------- ------------------ ------------------ ----------------- Total Lease Obligations $3,386 $(1,115) $(1,916) $355 ----------------- ------------------ ------------------ ----------------- General Office Closure: Canada $ 81 $ (6) $ (75) $ -- ----------------- ------------------ ------------------ ----------------- Total $4,003 $(1,154) $(2,376) $473 ----------------- ------------------ ------------------ -----------------
5. 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 income/(loss) for the three and six months ended June 30, 2000 and June 30, 1999 are as follows:
Three Months Ended Six Months Ended --------------------- ------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 --------- --------- -------- -------- Comprehensive Income/(loss): Net Income/(Loss) $1,356 $7,241 $ (887) $16,760 Other comprehensive income/(loss) -- foreign currency adjustment (428) 132 (1,047) 169 --------- --------- -------- -------- Comprehensive income/(loss) $ 928 $7,373 $(1,934) $16,929 --------- --------- -------- --------
8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Periods Ended June 30, 2000 and June 30, 1999 RESULTS OF OPERATIONS REVENUES. Revenues decreased to $118.1 million in the second quarter of 2000 from $142.9 million in the second quarter of 1999, a decrease of $24.8 million or 17.4%. The E-Solutions Group increased to $40.4 million in the second quarter of 2000 from $27.3 million in the second quarter of 1999, an increase of $13.1 million or 48.0%. IT Services revenues, including Year 2000 revenues, decreased to $77.7 million in the second quarter of 2000 from $115.6 million in the second quarter of 1999, a decrease of $37.9 million or 32.8%. Year 2000 services revenues accounted for $15.0 million of the decline. As anticipated, the decline in Year 2000 business is reflective of the completion of code remediation assignments for major customers. The remaining decrease in IT Services revenue of $22.9 million is primarily attributed to the current softness in the IT Staffing business. This softness is the result of spending shifts of customers from legacy environments to e-business initiatives. Revenues decreased to $232.4 million in the first six months of 2000 from $281.0 million in the first six months of 1999, a decrease of $48.6 million or 17.3%. The E-Solutions Group increased to $75.3 million in the first six months of 2000 from $47.5 million in the first six months of 1999, an increase of $27.8 million or 58.5%. IT Services, including Year 2000 revenues, decreased to $157.1 million in the first six months of 2000 from $233.5 million in the comparable 1999 period, a decrease of $76.4 million or 32.7%. Year 2000 revenues decreased $32.4 million from $32.8 million in the first six months of 1999 to $0.4 million in the first six months of 2000. IT Services revenues, excluding Year 2000 services, decreased to $156.7 million in the first half of 2000 from $200.7 million in the first half of 1999, a decrease of $44.1 million. The decrease in IT Services revenues, excluding Year 2000, results from the factors described above. DIRECT COSTS. Direct costs decreased to $79.6 and $162.6 million in the second quarter and first half of 2000, respectively, from $95.8 and $186.6 million in the comparable periods of 1999. Gross margin decreased to 32.6% and 30.0% in the second quarter and first six months of 2000, respectively, from 32.9% and 33.6% in the same periods of 1999. The slight decrease of 0.3% in gross margin during the second quarter of 2000 is the net result of lower margins in IT Services because of decreased Year 2000 work offset by improved margins in the E-Solutions group led by the products division. The decrease in gross margin for the first half of 2000 was primarily due to a decrease in the Company's higher margin Year 2000 business. 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 credit) increased to $36.5 and $69.7 million in the second quarter and first half of 2000, respectively, from $33.2 and $63.1 million in the comparable 1999 periods. As a percentage of revenues, selling, general and administrative expenses increased to 30.9% and 30.0% of revenues in the second quarter and first six months of 2000 from 23.2% and 22.5% of revenues in the comparable periods of 1999. During the second quarter of 2000 the Company recorded a restructuring credit to reverse $2.4 million of the restructuring charge recorded in the third quarter of 1999, leaving approximately $0.4 million of the original reserve relating to future costs associated with continuing rent and severance commitments in the United States. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Periods Ended June 30, 2000 and June 30, 1999 INCOME FROM OPERATIONS. Operating margins, excluding the restructuring credit in 2000, decreased to 0.3% and a loss of 1.4% in the second quarter and first half of 2000, respectively, from a profit of 8.7% and 10.2% in the comparable 1999 periods. This decrease was primarily due to the Y2K revenue decline and its related impact on the buying habits of our customers, along with investments in the E-Solutions business 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). Other income / (expense) decreased to $(0.3) million and $(0.6) million in the second quarter and first half of 2000, respectively, compared to other income of $0.1 million and $0.4 million in the same periods of 1999. This decrease in other income was primarily the result of decreased interest income. PROVISION FOR INCOME TAXES. The effective tax rates for Federal, state and local income taxes was 43.0% for both the second quarter and first half of 2000. For the comparable 1999 periods, the rate was 42.0% and 42.3%. NET INCOME/(LOSS). Net income for the second quarter of 2000 was $1.4 million, or $0.04 earnings per diluted share, compared to net income of $7.2 million, or $0.23 earnings per diluted share for the second quarter of 1999, a decrease of $5.8 million. For the first half of 2000, the net loss was $0.9 million, or $0.03 loss per diluted share, compared to net income of $16.8 million, or $0.53 earnings per diluted share for the first half of 1999. LIQUIDITY AND CAPITAL RESOURCES. At June 30, 2000, the Company had $129.4 million in working capital, of which $16.2 million was cash and cash equivalents. There was $19.0 million in borrowings outstanding against the Company's bank lines of credit. Net cash used by operating activities in the first six months of 2000 was $1.8 million, consisting primarily of a decrease in accrued payroll and the net loss for the first half of the year. During the first six months of 1999, net cash used in operating activities was $24.3 million, consisting primarily of an increase in accounts receivable, offset in part by net income. The significant increase in accounts receivable during the first six months of 1999 was primarily attributable to delays in billing to customers, resulting from the implementation of an enterprise-wide information system. Net cash used in investing activities in the first six months of 2000 was $0.9 million, consisting of purchases of equipment. During the first six months of 1999, cash used in investing activities was $13.9 million, consisting primarily of the funds used for the acquisitions of the assets of SELECT Software Tools plc and Integrated Computer Management. Net cash provided by financing activities was $2.9 million for the first six months of 2000, primarily consisting of stock options exercised. For the first six months of 1999, net cash provided by financing activities was $6.0 million, consisting primarily of borrowings against the Company's line of credit offset in part by the Company's repurchase of approximately 1,015,000 shares of its common stock. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Periods Ended June 30, 2000 and June 30, 1999 At June 30, 2000, the Company had a current ratio position of 2.7 to 1. The Company believes that its cash and cash equivalents and short-term investments, lines of credit and internally generated funds will be sufficient to meet its working capital needs through 2000. 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. 11 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, 2000 /s/ JOHN J. CASSESE --------------- -------------------- John J. Cassese Chairman of the Board and President DATE: AUGUST 14, 2000 /s/ WILLIAM J. MURPHY --------------- --------------------- William J. Murphy Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director DATE: AUGUST 14, 2000 /s/ MICHAEL J. SHEA --------------- ------------------- Michael J. Shea, Vice President and Controller (Principal Accounting Officer) 12