-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I7moW3ugt0y/gvMu0QBcIOGhGlnEFAAt/lHLtEmxNBYLsE7DDH4lOr5ynU/i6+JI Z1G9zDGNtlp1lV4FywUxXQ== 0001047469-03-015597.txt : 20030430 0001047469-03-015597.hdr.sgml : 20030430 20030430145235 ACCESSION NUMBER: 0001047469-03-015597 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030430 EFFECTIVENESS DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER HORIZONS CORP CENTRAL INDEX KEY: 0000023019 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 132638902 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07282 FILM NUMBER: 03672459 BUSINESS ADDRESS: STREET 1: 49 OLD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 BUSINESS PHONE: 9732994000 MAIL ADDRESS: STREET 1: 49 0LD BLOOMFIELD AVE CITY: MOUNTAIN LAKES STATE: NJ ZIP: 07046-1495 DEFA14A 1 a2109881zdefa14a.htm DEFA14A
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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COMPUTER HORIZONS CORP.

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LOGO

FOR IMMEDIATE RELEASE

 
   
   
  CONTACT:   Michael Shea, CFO
David Reingold, Senior Vice President, Marketing, IR
Computer Horizons Corp.
(973) 299-4000
mshea@computerhorizons.com
dreingol@computerhorizons.com
  Lauren Felice
RF Binder Partners
(212) 994-7541
lauren.felice@rfbinder.com


COMPUTER HORIZONS REPORTS IMPROVED FIRST QUARTER 2003 RESULTS

Performance in Line with Company Guidance; Solutions Business Strong; Chimes Gains
Momentum With Several New Implementations and Wins;
IT Services Performance Continues to Reflect Economic Malaise

Company on Track for Profitability for the Full Year as its Business Plan Gains Acceptance

        Mountain Lakes, NJ, April 30, 2003—Computer Horizons Corp. (Nasdaq: CHRZ), a strategic human capital management and professional services company, today announced financial results for its first quarter ended March 31, 2003. William J. Murphy, president and chief executive officer, said that the company continues to make progress, particularly in its Solutions businesses and in terms of implementations of its Chimes human capital management software at several new clients. Mr. Murphy also said that CHC is narrowing the gap to profitability and is on target for full year positive results. He stated that the Company's strategy to transition its business to a vertically oriented global services and solutions company, powered by Chimes, is ahead of plan.

Financial Highlights

        CHC recorded revenues for the first quarter of 2003 of $60.3 million, a 24 percent decline from the first quarter of 2002 and a 10 percent decline on a sequential basis, from the fourth quarter of 2002. Excluding the operations of assets held for sale in 2002, revenues declined from the first quarter of 2002 by $16.1 million, or 21 percent. The top line shortfall is driven by continued headcount reductions in the IT Services Group, an industry-wide phenomenon, while both the Solutions Group and Chimes registered revenue improvement, year-over-year.

        The Company reported a net loss of $1.3 million, or $(0.04) per share, for the first quarter of 2003 compared with a net loss of $31.1 million, or $(0.99) per share in the first quarter of 2002. The first quarter 2003 loss of $(0.04) per share includes a $(0.01) per share loss attributable to the final disposition of the company's eB Solutions—European practice and restructuring charges. The 2002 net loss includes a charge for the change in accounting principle of $(0.95) per share and a $0.03 per share net gain on the sale and operations of assets held for sale. (See Pro Forma Financial Reconciliation Table.)

        Commenting on CHC's financial position and performance, Michael J. Shea, chief financial officer of Computer Horizons, said, "Despite today's challenging economy, we continue to make headway in areas of strategic significance, particularly in our Solutions Group and Chimes business, while prudently paring back on our cost structure. We are on track to profitability for the full year 2003, assuming that the IT spending environment stabilizes by mid-year. In fact, for the first quarter we were essentially



breakeven on an EBITDA basis. Our balance sheet metrics as of March 31, 2003 continue to be strong, with cash balances at $70 million, no debt and $100 million in working capital. We intend to deploy cash opportunistically and as appropriate, while pursuing our strategic objectives of expanding our Solutions practice in the pharmaceutical and Federal Government sectors, through various business combinations and ventures."

        During the first quarter of 2003, CHC acquired an additional 276,200 shares of its common stock in the open market under its stock repurchase program. Cash flows for the first quarter of 2003 showed a net increase of $11 million, after capital expenditures and stock repurchases of $1.7 million.

OPERATIONAL REVIEW

Solutions Group

    During the first quarter, revenues increased to $19.6 million from $17.8 million (excluding assets held for sale) last year, an increase of 10 percent year-over-year and 3 percent on a sequential basis; Operating profit for the period was $1.7 million

    Growth trend continues at CHC Healthcare Solutions, with successful penetration of the payer market.

    During the first quarter, CHC signed new projects with OfficeMax and WebMD, which are being handled at its nearshore Montreal facility. At the same time, as CHC's nearshore outsourcing facility reached its full capacity, we initiated plans for expansion of this facility during the remainder of the year.

    Gross margins improved during the first quarter, with strong utilization rates

    Cost containment efforts continue across the board; sold the vestiges of the CHC Solutions office in London at a slight loss to book value.

        "I am pleased with the Solutions Group's performance this quarter, as we have delivered ahead of plan" said George Brucia, president of CHC's Solutions Group. "Our strategy to reduce our consulting "bench-time" and employ a more virtual consultant placement technique has been very rewarding and has resulted in our achieving strong utilization rates this quarter. During the quarter, we also signed on a major systems development project for the retail pharmacy industry.

        "CHC Healthcare Solutions successfully entered yet another target market in county government organizations, signing agreements this quarter with approximately five counties for HIPAA compliance work. At the same time, CHC Healthcare Solutions has expanded its existing relationship with New York Health and Hospitals Corporation to include email encryption and wireless technology work.

        "Our government services practice is also enjoying a healthy pipeline of business. We continue to expand our relationship with the City of New York, relating to the "311" initiative, by providing implementation, helpdesk and 24-hour support services for police department emergencies.

        "Turning to the outsourcing market, I am pleased to report that our Montreal facility is already at capacity, and we have expanded this facility, based on healthy demand for nearshore solutions," said Brucia. "At the same time, we are exploring the possibility of establishing a new solutions center location in Central America to complement our outsourcing business that is "time zone sensitive." Meanwhile, the head of our Chennai, India facility is now in place, and our team there has already commenced work for Westfield Insurance, while we have been developing a healthy pipeline of business for them. We expect great things from our best-shore outsourcing strategy. This continues to be a tremendously rewarding growth opportunity, as our recent experience in Montreal has demonstrated," Brucia concluded.

2



Chimes, Inc.

    Chimes reported $4.5 million in revenue during the first quarter of 2003 compared with $3.9 million in the prior year's period; operating loss for the period was $1.9 million.

    Chimes added three new clients during the first quarter and four additional customers are currently in implementation phase.

    Strong list of potential customers, both domestic and international, in final review.

    Chimes performed on plan during first quarter, on track for profitability during second half of 2003.

    Chimes footprint expands with increased interest in RPM (Resource and Portfolio Management tool) offering.

    Chimes expands Platinum Partnership to Europe, with Parity Group PLC Agreement.

        Barry Olson, co-president of Chimes, Inc., commented, "During the first quarter, Chimes continued to increase marketshare by winning three new client engagements. In addition, the company signed its third platinum partnership with Parity, a leading provider of IT services, training and human capital management solutions with 30 offices throughout Europe and North America. This agreement will help to significantly reduce infrastructure and implementation costs at Chimes, as Parity will be implementing and delivering Chimes services at several existing Chimes customers while adding its own expertise in local labor and accounting laws and regulations. The Platinum Partner Alliance program enables major European companies to gain access to the leading human capital management and acquisition solution while continuing to use their preferred staffing resource supplier."

        Chimes and Parity will offer customers improved visibility into their workforce acquisition and management functions. Chimes' web-based applications connect requests from internal hiring managers to an aggregated supply chain of proven resource staffing providers while generating metrics on rate cards, performance and spending.

        Mike Parfett, co-president of Chimes, Inc. said, "With four customers currently in the implementation phase, and being short-listed on some ten new engagements, we are on track for profitability in the second half of the year. In light of challenging economic conditions, we will continue to manage our business prudently, and will take costs out of our business model by continuing to streamline our delivery model and realigning development responsibilities. Our goal at Chimes is growth and profitability, and we will continue to focus on our channel alliance marketing and delivery strategy, while enhancing our offering to achieve this goal."

IT Services

    Revenues in the first quarter decreased $18.5 million, or 34 percent from the prior year, and a 17 percent decline, sequentially. Operating loss for the period was $1.2 million.

    Billable headcount was down in January but has moderated in February and March.

    The IT Services sales force continued to leverage current and new client relationships to develop and win Solutions services around CHC's "bestshore" brand.

        Randy Verdino, president of CHC's IT Services Division, noted, "We continue to manage the IT Services division closely, taking costs out of the business while maintaining billable headcount where possible, in light of the continued softness in the IT Services market. We have completed the realignment of our sales team, eliminating a layer of management and increasing the responsibility of regional managers in the field. And we will continue to monitor our costs closely, in order to reach our ultimate goal of getting this business back to profitability. Our staffing business remains well-positioned

3



to respond to an economic turn for the better, as we concurrently develop and close CHC Solution sales."

Summary

        Mr. Murphy commented, "In summary, we are pleased with our progress against our realigned business model, despite the continuing challenges of a recessive economic environment. We have de-emphasized our low margin staffing business and have been successfully transitioning the company toward the higher end...a higher margin, vertically oriented global services and solutions provider, powered by Chimes. We are also increasingly recognized as a cost effective alternative to the large systems integrators.

        "Our mission is clear. We aim to return CHC to its historical tradition of growth and profitability, and we are confident in our business strategy in pursuit of same," Mr. Murphy concluded.

Looking Forward

        Due principally to continued softness in domestic IT spending, CHC expects that revenue for the second quarter of 2003 will be in the range of $60 to $62 million. As previously indicated, the company expects to narrow its operating loss in the second quarter to a range of $(0.02) to $(0.04) per share, excluding any special charges. At the same time, CHC anticipates sequential top and bottom line growth in the second half of the year and believes that it is on track for full year profitability from operations in the range of $0.03 to $0.05 per share, and should come in above Street estimates, assuming that economic conditions in the IT spending environment stabilize by mid-2003.

        Mr. Murphy concluded by noting, "We are pleased with first quarter performance. In fact, excluding restructuring charges for the first quarter, EBITDA was essentially breakeven. This represents our most favorable operating performance in six quarters. We expect EBITDA to improve sequentially through the remainder of the year."

Other Current Matters

        Mr. Murphy acknowledged the current proxy activities of Aquent, LLC, a privately held staffing company which has made an unsolicited proposal of a business combination to the CHC Board and is pursuing Board representation and a by-law amendment reducing the vote requirement to call a special meeting of shareholders. He said that Aquent's proxy activities are confusing and misleading to CHC's shareholders.

        In addition, Mr. Murphy said that the Board and its financial advisors, J.P. Morgan, are evaluating Aquent's purported cash proposal and that the CHC Board of Directors would advise shareholders of its assessment promptly, after due consideration. Furthermore, Mr. Murphy requested additional financial and other information from Aquent, in order to assist the Board and its financial advisors in the evaluation process. In the meantime, the Board has urged shareholders to vote against Aquent's Board nominees as unnecessary and of no additional value to the Board and it is against the by-law revision reducing the requirement for a special shareholders' meeting to 10%, which the CHC Board says could be potentially disruptive to its effort to maximize shareholder value.

        Finally, Mr. Murphy said that the Board's position on the Aquent matter will be fully reflected in a press release, to follow.

        Computer Horizons Corp. will conduct a conference call webcast at 10:00 A.M. (EST) today to discuss first quarter results. The call will be broadcast live via the Internet and can be accessed for the next 14 days at http://www.computerhorizons.com.

4



Pro Forma Income Reconciliation

        A reconciliation of reported operating results to pro forma income amounts is as follows:

 
  Three Months Ended
March 31,

 
 
  2003
  2002
 
 
  $
  EPS
  $
  EPS
 
 
  (in thousands)

 
Net loss as reported   $ (1,279 ) $ (0.04 ) $ (31,094 ) $ (0.99 )
Loss on investments             40      
Restructuring charges     174              
Operating results of the assets held for sale, including (gain)/loss on sale of assets     191     0.01     (1,071 )   (0.03 )
Cumulative effect of change in accounting principle (FAS No. 142)             29,861     0.95  
   
 
 
 
 
Pro forma net loss*   $ (914 ) $ (0.03 ) $ (2,264 ) $ (0.07 )
   
 
 
 
 

*
Not a measurement in accordance with Generally Accepted Accounting Principles.

About Computer Horizons Corp.

        Computer Horizons Corp. (Nasdaq: CHRZ) is a strategic human capital management and professional services company with more than thirty years of experience, specifically in information technology. As a global leader in systems integration and managed services, CHC enables companies to maximize technology investments. By leveraging its core business in IT services and its proprietary technology through Chimes, its wholly-owned subsidiary, CHC is enabling its Global 2000 customer base to align and integrate business planning with human resource management across an enterprise's business functions. For more information on Computer Horizons, please visit our Web site at www.computerhorizons.com.

        Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are ``forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of risks and uncertainties. It is possible that the assumptions made by management—including, but not limited to, those relating to contract awards, service offerings, market opportunities, results, performance expectations, expectations of cost savings, or proceeds from sale of certain operations—may not materialize.

        Actual results may differ materially from those projected or implied in any forward-looking statements. In addition to the above factors, other important factors include the risks associated with unforeseen technical difficulties, the ability to meet customer requirements, market acceptance of service offerings, changes in technology and standards, the ability to complete cost-reduction initiatives, the ability to execute the sale of certain operations or other initiatives, dependencies on key employees, customer satisfaction, availability of technical talent, dependencies on certain technologies, delays, market acceptance and competition, as well as other risks described from time to time in the Company's filings with the Securities Exchange Commission, press releases, and other communications.

        SHAREHOLDERS OF COMPUTER HORIZONS ARE ADVISED TO READ MANAGEMENT'S DEFINITIVE PROXY STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION WITH MANAGEMENT'S SOLICITATION OF PROXIES FROM COMPUTER HORIZONS SHAREHOLDERS.

        Shareholders of Computer Horizons and other interested parties may obtain, free of charge, copies of the Definitive Proxy Statement and any other documents filed by Computer Horizons with the SEC,

5



at the SEC's Internet website at www.sec.gov. The Definitive Proxy Statement and these other documents may also be obtained free of charge by contacting Morrow & Co., Inc., the firm assisting Computer Horizons in the solicitation of proxies, toll-free at 1-800-607-0088.


Financial Tables Follow

6



COMPUTER HORIZONS CORP. and SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited—In thousands, except per share data)

 
  THREE MONTHS ENDED
 
 
  March 31,
2003

  March 31,
2002

 
Revenue:              
  IT Services   $ 36,183   $ 54,650  
  Solutions Group     19,601     20,671  
  Chimes     4,469     3,898  
   
 
 
Total     60,253     79,219  
Direct Costs     42,773     58,192  
   
 
 
Gross Profit     17,480     21,027  
Selling, General & Admin.     18,926     26,459  
Restructuring Charges     249      
   
 
 
Loss from Operations     (1,695 )   (5,432 )
Gain/(Loss) on Sale of Assets     (273 )   3,570  
Loss on Investments         (61 )
Net Interest Income     168     55  
   
 
 
Loss Before Income Taxes     (1,800 )   (1,868 )
Income Taxes/(Benefit)     (540 )   (635 )
   
 
 
Loss Before Cumulative Effect of Change in Accounting Principle     (1,260 )   (1,233 )
Minority Interest     (19 )    
Cumulative Effect of Change         (29,861 )
   
 
 
Net Loss   $ (1,279 ) $ (31,094 )
   
 
 
Loss per share—(Basic and Diluted):              
Before Cumulative Effect of Change in Accounting Principle   $ (0.04 ) $ (0.04 )
Cumulative Effect of Change in Accounting Principle       $ (0.95 )
Net Loss   $ (0.04 ) $ (0.99 )
Weighted Average Number of Shares Outstanding—Basic and Diluted     30,369,000     31,501,000  

7



COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)

 
  March 31,
2003

  December 31,
2002

 
ASSETS:              
Current Assets:              
  Cash and cash equivalent   $ 70,394   $ 59,769  
  Accounts receivable, less allowance for doubtful accounts     56,860     56,616  
  Deferred income taxes     4,557     4,557  
  Refundable income taxes         19,051  
  Other current assets     6,148     7,219  
   
 
 
    Total current assets     137,959     147,212  
Property and equipment—net     10,538     11,017  

Other assets—net:

 

 

 

 

 

 

 
Goodwill     19,590     19,203  
Deferred income taxes     8,560     8,020  
Other assets     11,121     8,279  
   
 
 
    Total Assets   $ 187,768   $ 193,731  
   
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current Liabilities:              
  Accounts payable   $ 7,867   $ 10,830  
  Accrued payroll     4,304     4,529  
  Income taxes payable     624      
  Tax benefit reserve     19,600     19,600  
  Restructuring Reserve     2,789     3,266  
  Other accrued expenses     3,262     3,408  
   
 
 
    Total Current Liabilities     38,446     41,633  

Other long-term liabilities

 

 

5,834

 

 

6,243

 

Shareholders' Equity:

 

 

 

 

 

 

 
  Common Stock     3,315     3,315  
  Additional paid in capital     133,518     133,518  
  Accumulated comprehensive loss     (4,530 )   (4,306 )
  Retained earnings     26,976     28,255  
   
 
 
      159,279     160,782  
  Less Treasury shares     (15,791 )   (14,927 )
   
 
 
  Total shareholders' equity     143,488     145,855  
    Total Liability and Shareholders' Equity   $ 187,768   $ 193,731  
   
 
 

8



COMPUTER HORIZONS CORP. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)

 
  March 31, 2003
  March 31, 2002
 
Cash flows from operating activities              
  Net loss   $ (1,279 ) $ (31,094 )
   
 
 
  Adjustments to reconcile net loss to net cash provided by operating activities:              
    Deferred taxes     (540 )   4,119  
    Depreciation     1,299     1,189  
    Provision for bad debts     385     662  
    Loss/(Gain) on sale of assets     273     (3,570 )
    Write off of goodwill         29,861  
    Change in assets and liabilities, net of acquisitions:              
      Accounts receivable     (629 )   10,235  
      Other current assets     1,071     (1,281 )
      Assets held for sale         (1,929 )
      Other assets     (2,842 )   1,314  
      Refundable income taxes     19,051     (2,769 )
      Accrued payroll, payroll taxes and benefits     (225 )   (1,088 )
      Accounts payable     (2,963 )   (6,053 )
      Income taxes payable     624      
      Other accrued expenses     (1,255 )   210  
      Other liabilities     (409 )   828  
   
 
 
Net cash provided by operating activities     12,561     634  
   
 
 

Cash flows from investing activities

 

 

 

 

 

 

 
    Purchases of furniture and equipment     (820 )   (539 )
    Proceeds received from the sale of assets     149     15,880  
    Changes in goodwill     (387 )    
   
 
 
      Net cash provided by/(used in) investing activities     (1,058 )   15,341  
   
 
 
Cash flows from financing activities              
    Notes payable—banks, net         (10,000 )
    Stock options exercised     11     61  
    Purchase of treasury shares     (875 )   (750 )
    Stock issued on employee stock purchase plan         290  
   
 
 
      Net cash used in financing activities     (864 )   (10,399 )
   
 
 
      Foreign currency losses     (14 )   (400 )
      Net increase in cash and cash equivalents     10,625     5,176  
    Cash and cash equivalents at beginning of year     59,769     41,033  
   
 
 
    Cash and cash equivalents at end of period   $ 70,394   $ 46,209  
   
 
 

###

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COMPUTER HORIZONS REPORTS IMPROVED FIRST QUARTER 2003 RESULTS
Performance in Line with Company Guidance; Solutions Business Strong; Chimes Gains Momentum With Several New Implementations and Wins; IT Services Performance Continues to Reflect Economic Malaise
Company on Track for Profitability for the Full Year as its Business Plan Gains Acceptance
Financial Tables Follow
COMPUTER HORIZONS CORP. and SUBSIDIARIES Consolidated Statements of Operations (Unaudited—In thousands, except per share data)
COMPUTER HORIZONS CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In Thousands)
COMPUTER HORIZONS CORP. and SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In Thousands)
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