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, 2000
-----------------------------------
/ / 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
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COMPUTER HORIZONS CORP.
---------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-2638902
- - ------------------------------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
- - --------------------------- ---------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code: (973) 299-4000
-----------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- - ------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par value $.10 per share)
---------------------------------------
(Title of class)
Series A Preferred Stock Purchase Rights
----------------------------------------
(Title of class)
1
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 28, 2001, was approximately
$108,739,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 28, 2001: 33,152,855 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, 2000, in Part II of this
Report and (ii) Proxy Statement for the 2001 Annual Meeting of Shareholders,
expected to be filed with the Securities and Exchange Commission on or before
April 10, 2001, in Part III hereof.
2
PART I
Item 1. BUSINESS
GENERAL
The Company provides a wide range of information technology services and
solutions to major corporations. Historically a professional services staffing
firm, the Company has, over the past six years, developed the technological and
managerial infrastructure to offer its clients value added services, e-business
solutions, human resource e-procurement solutions, enterprise network
management, software products, outsourcing, customer relationship management and
knowledge transfer. The Company markets solutions to both existing and potential
clients with the objective of becoming a preferred provider of comprehensive
information technology services and solutions for such clients. The Company
believes that the range of services and solutions that it offers, combined with
its worldwide network of 43 offices and subsidiary organizations, provides it
with significant competitive advantages in the information technology
marketplace.
The Company's clients primarily are Global 1000 companies with significant
information technology budgets and recurring staffing or software development
needs. In 2000, the Company provided information technology services to 800
clients. During 2000, the Company's largest client, Merrill Lynch, accounted for
5.0% of the Company's consolidated revenues.
With the trend in the commercial market moving towards fully integrated
information systems solutions, the Company offers its clients a broad range of
business and technical services as a service outsourcer and systems integrator
capable of providing complex total solutions. This total solutions approach
comprises proprietary software and tools, proven processes and methodologies,
tested project management practices and resource management and procurement
3
programs.
The Company offers a range of information technology services and
solutions, which include (1) e-Business Solutions, (2) Consolidated Hiring
Internet Management Efficiency System ("CHIMES"), (3) enterprise network
management, (4) software products, (5) outsourcing, (6) professional services
staffing, (7) knowledge transfer and (8) during 1999 and 1998, the solution for
the millennium change.
(1) e-BUSINESS SOLUTIONS: CHC eB Solutions is a leader in a new breed of
end-to-end eSolutions providers, enabling legacy corporations and dot coms to
build business-critical and highly scalable solutions. The company offers a
comprehensive list of integrated solutions. CHC eB Solutions' offerings include:
e-Business Strategy and Assessment, Web Architecture Design and Integration,
Application Development, Customer Relationship Management (CRM), Project
Management, Outsourcing and Networking Services. G.Triad Development Corp.
("G.Triad"), a wholly owned subsidiary of the Company, provides comprehensive
web application development and Internet-working solutions, as well as network
engineering and server management. G.Triad's development practice specializes in
information design, data driven web site development, systems integration,
project management and web hosting services.
(2) CHIMES: Chimes, Inc. ("Chimes"), a wholly owned subsidiary of the
Company, is a leading provider of e-Procurement Solutions for Human Capital
Acquisition and Management. Chimes' Centralized Vendor Management (CVM) offering
procures the top professionals on demand by utilizing proven supply chain
management techniques. CVM manages the entire process, simplifying billing and
timesheet administration and coordinating the activities of all the customer's
vendors. Chimes uses scalable ISO 9002 compliant procedures and browser based
software to provide customers access to the best workers, in a shorter period
of time. This is accomplished while cost is controlled through competitive
"e-market effect pricing."
4
(3) ENTERPRISE NETWORK MANAGEMENT: eB Networks, Inc., a wholly-owned
subsidiary of the Company, specializes in building and implementing strategic
network infrastructure to assist companies in achieving e Business objectives.
eB Networks' service offerings include infrastructure architecture, enterprise
management, security, operating systems integration and high availability
internet. As of December 31, 2000 this subsidiary is an asset held for sale.
(4) SOFTWARE PRODUCTS: Princeton Softech, Inc. ("Princeton"), a
wholly-owned subsidiary of the Company, is a software products company that
delivers leveraging technologies for enterprise-scale solutions. Princeton's
patented Relationship Engine technology enables companies with large
databases and large amounts of data to manage their mission critical
applications through database's relational integrity in its business context.
As of December 31, 2000 this subsidiary is an asset held for sale.
(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) 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 2,400 software professionals. The Company is committed to
expanding its professional services staffing operations in
5
conjunction with its solutions business.
(7) KNOWLEDGE TRANSFER: The Company's Education Division offers
custom-designed and/or existing training programs to enhance the competencies of
client staff in specific technologies, languages, methodologies and
applications. The prevailing focus of the Company is to assist clients through
instructor-led, on-site training and consulting in the transitioning IT
organization of Fortune 1000 corporations nationwide. To support these changing
technologies, the Company has developed extensive curriculum offerings in Web
technologies, Relational Databases, Programming Languages, Reporting Tools,
Process Improvement, UNIX, Client/Server and Mainframe technologies.
(8) SOLUTION FOR THE MILLENNIUM CHANGE: The Company's Signature 2000
offering combines an internally developed proprietary software toolkit, skilled
resources, proven methodologies, experienced project management, as well as
significant millennium project experience.
PERSONNEL
As of December 3l, 2000, the Company had a staff of 4,186, of whom more
than 3,179 were IT professionals. The Company devotes significant resources to
recruitment of qualified professionals and provides continuing in-house training
and education, and a career path management development program within the
Company.
COMPETITION
The Company competes in the commercial information technology services
market which is highly competitive and served by numerous firms, many of which
serve only their respective local markets. The market includes participants in a
variety of market segments, including systems consulting and integration firms,
professional services companies, application software firms, temporary
employment agencies, the professional service groups of computer
6
equipment companies, facilities management and management information systems
("MIS") outsourcing companies, certain "Big Five" accounting firms, and general
management consulting firms. The Company's competitors also include companies
such as Accenture (formerly Andersen Consulting), Technology Solutions
Corporation, 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.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, the Company files annual, quarterly and
special reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy any document filed by the
Company at the SEC's public reference room in Washington, D.C. at 450 Fifth
Street, N.W., Washington, D.C. 20549, or in the public reference rooms
located in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's website
at http://www.sec.gov.
Item 2. PROPERTIES
The Company's Corporate and Financial Headquarters, as well as its
Eastern Regional Office, comprising approximately 63,000 square feet, are
located at 49 Old Bloomfield Avenue, Mountain Lakes, New Jersey. The Mountain
Lakes lease is for a term expiring December 31, 2002, at a current annual
rental of approximately $1,500,000. As of December 3l, 2000, the Company also
maintained facilities in Arizona, California, Colorado, Connecticut, Florida,
7
Georgia, Illinois, Indiana, Iowa, Kansas, Maryland, Massachusetts, Michigan,
Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania,
Tennessee, Texas, Washington and Washington D.C. as well as international
operations located in Europe and Canada, with an aggregate of approximately
302,000 square feet. The leases for these facilities are at a current annual
aggregate rental of approximately $7,036,000. These leases expire at various
times with no lease commitment longer than December 31, 2009.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
8
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.
PERIOD
NAME AGE TITLE POSITION HELD
- - ---- --- ----- -------------
John J. Cassese 56 Chairman of the Board 1982 - Present
and President
Director 1969 - Present
William J. Murphy 56 Executive Vice President 1997 - Present
and CFO
Director 1999 - Present
Michael J. Shea 40 Controller 1995-Present
Vice President 1996-Present
9
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, 2000, 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, 2000, 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, 2000, 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, 2000, which material is
incorporated by reference in this Form 10-K Annual Report.
10
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, 2000,
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.
11
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 2001 Annual Meeting of Shareholders which is expected to be
filed with the Securities and Exchange Commission on or before April 10, 2001
(the "2001 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 2001 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
2001 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
12
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 2000 Annual Report to Shareholders, are incorporated herein by
reference.
- Report of independent certified public accountants on the consolidated
financial statements
- Consolidated balance sheets as of December 3l, 2000 and 1999
- Consolidated statements of operations for each of the three years in the
period ended December 31, 2000
- Consolidated statement of shareholders' equity for each of the three
years in the period ended December 31, 2000
- Consolidated statements of cash flows for each of the three years in
the period ended December 31, 2000
- Notes to consolidated financial statements
2. Schedule II - Valuation and qualifying accounts for the years ended
December 31, 2000, 1999 and 1998.
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.
13
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: April 2, 2001 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: April 2, 2001 By: /s/ John J. Cassese
-------------------
John J. Cassese, Chairman
of the Board and President
(Principal Executive Officer) and
Director
Date: April 2, 2001 By: /s/ William J. Murphy
---------------------
William J. Murphy,
Executive Vice President and CFO
(Principal Financial Officer) and
Director
Date: April 2, 2001 By: /s/ Michael J. Shea
-------------------
Michael J. Shea
Vice President and Controller
(Principal Accounting Officer)
Date: April 2, 2001 By: /s/ Thomas J. Berry
--------------------
Thomas J. Berry, Director
Date: April 2, 2001 By: /s/ William M. Duncan
---------------------
William M. Duncan, Director
Date: April 2, 2001 By: /s/ Rocco J. Marano
-------------------
Rocco J. Marano, Director
Date: April 2, 2001 By: /s/ Earl Mason
--------------
Earl Mason, Director
14
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 for the fiscal year ended
of 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.
15
4(c) Amendment No. 2 dated as of Exhibit 4(c) to Form 10K
August 10, 1994 to Rights for the fiscal year ended
Agreement. December 31, 1994.
4(d) Employee's Savings Plan and Exhibit 4.4 to Registration
Amendment Number One. Statement on Form S-8 dated
December 5, 1995.
4(e) Employee's Savings Plan Trust Exhibit 4.5 to Registration
Agreement as Amended and Statement on Form S-3 dated
Restated Effective January 1, December 5, 1995.
1996.
4(f) Amendment No. 3 dated as of Exhibit 4.1 to Form 8-K
July 13, 1999 to Rights dated July 13, 1999
Agreement.
10(a) Employment Agreement dated as Exhibit 10(a) to Form 10K for
of February 16, 1990 between the the year ended December 31,
Company and John J. Cassese. 1989.
10(b) Employment Agreement dated as Exhibit 10(g) to Form S-3 dated
of January 1, 1997 between the August 14, 1997.
Company and William J. Murphy.
10(c) Employment Agreement dated as Exhibit 10(c) to Form 10K for
of March 6, 1997 between the the year ended December 31,
Company and Michael J. Shea. 1996.
10(d) 1991 Directors' Stock Option Exhibit 10(g) to Form 10-K
Plan, as amended. for the year ended December 31, 1994.
10(e) 1994 Incentive Stock Option and Exhibit 10(h) to Form 10K
Appreciation Plan. for the fiscal year ended
December 31, 1994.
10(f) $15,000,000 Discretionary Line Exhibit 10(h) to Form S-3
of Credit payable to Chase dated August 14, 1997.
Manhattan Bank dated as of
June 30, 1998.
10(g) $10,000,000 Discretionary Line Exhibit 10(h) to Form 10K
of Credit from PNC Bank dated for the fiscal year ended
as of June 5, 1998 December 31, 1996
10(h) 1999 Employee Stock Purchase Plan Exhibit 99.1 to Form S8 dated
March 17, 1999
16
10 (i) Amendment to the employment agreement Exhibit 10(i) to Form 10K
dated as of March 24, 2000 between the for the fiscal year ended
Company and William J. Murphy. December 31, 1999.
10 (j) $15,000,000 Discretionary Line of Exhibit 10(j) to Form 10K
Credit payable to Chase Manhattan for the fiscal year ended
Bank dated as of June 30, 1998, as December 31, 1999.
amended on March 15, 2000 (increased
to 30,000,000).
10 (k) $20,000,000 Discretionary Line of
Credit payable to Chase Manhattan
Bank dated as of March 20, 2001.
13 Annual Report to Security Holders.
21 List of Subsidiaries.
23 Consent of Grant Thornton LLP,
Independent Public Accountants
17
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS ON SCHEDULE II
Board of Directors and Shareholders
Computer Horizons Corp.
In connection with our audit of the consolidated financial statements of
Computer Horizons Corp. and Subsidiaries referred to in our report dated
February 21, 2001 (except for Note 5, as to which the date is March 20, 2001),
which is included in the 2000 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, 2000, 1999 and 1998. In our opinion, this
schedule presents fairly, in all material respects, the information required
to be set forth therein.
/s/ Grant Thornton LLP
- - ----------------------
Grant Thornton LLP
Edison, New Jersey
February 21, 2001 (except for Note 5, as to which the date is March 20, 2001)
18
Computer Horizons Corp. and Subsidiaries
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2000, 1999 and 1998
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at beginning Charged to cost Deductions - Balance at end
Description of period and expenses describe of period
----------- --------- ------------ ------------ ---------
Year ended December 31, 2000
Allowance for doubtful accounts $ 5,819,000 $26,452,000 $29,569,000 (1) $ 2,702,000
----------- ----------- ----------- -----------
Deferred tax asset valuation $ -- $ 2,727,000 $ -- $ 2,727,000
----------- ----------- ----------- -----------
2000 Restructure Reserve $ -- $43,904,000 $41,284,000 (2) $ 2,620,000
----------- ----------- ----------- -----------
1999 Restructure Reserve $ 4,003,000 $(2,376,000) (3) $1,242,000 385,000
----------- ----------- ----------- -----------
Year ended December 31, 1999
Allowance for doubtful accounts $ 3,209,000 $ 3,367,000 $ 757,000 (1) $ 5,819,000
----------- ----------- ----------- -----------
1999 Restructure Reserve $ -- $ 6,355,000 $ 2,352,000 $ 4,003,000
----------- ----------- ----------- -----------
Year ended December 31, 1998
Allowance for doubtful accounts $ 1,742,000 $ 1,676,000 $ 209,000 (1) $ 3,209,000
----------- ----------- ----------- -----------
Notes
(1) Uncollectible accounts written off, net of recoveries.
(2) Includes, write-down of assets held for sale and write-off of
ceased operations.
(3) Credit recorded resulting from earlier than expected subleasing
of properties.
19
Computer Horizons Corp. and Subsidiaries
SELECTED FINANCIAL DATA
Year ended December 31,
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
---------------(dollar amounts in thousands, except per share data)-----------------
Revenues $ 445,479 $ 534,594 $ 514,921 $ 350,310 $ 261,411
Costs and expenses:
Direct costs 312,815 365,310 326,795 233,574 180,410
Selling, general and
administrative 143,691 127,720 107,829 72,988 58,946
Bad debt expense 26,452 3,367 1,676 575 54
Amortization of intangibles 7,434 6,202 3,530 602 677
Restructuring charges 41,528 6,355 -- -- --
Merger-related expenses -- -- 4,272 976 --
Income / (loss) from operations (86,441) 25,640 70,819 41,595 21,324
Other income (expense):
Interest income 620 1,353 5,334 1,700 404
Interest expense (1,825) (1,355) (750) (276) (507)
Equity in net earnings of
joint venture -- -- (90) 13 885
Gain on sale of joint venture -- -- 4,180 -- --
Income / (loss) before income
taxes (87,646) 25,638 79,493 43,032 22,106
Income taxes / (benefit) (29,819) 11,013 35,906 18,498 9,031
------------ ------------ ------------ ------------ ------------
Net income / (loss) $ (57,827) $ 14,625 $ 43,587 $ 24,534 $ 13,075
============ ============ ============ ============ ============
Earnings / (loss) per share:
Basic $ (1.83) $ 0.47 $ 1.41 $ 0.89 $ 0.50
============ ============ ============ ============ ============
Diluted $ (1.83) $ 0.46 $ 1.35 $ 0.85 $ 0.47
============ ============ ============ ============ ============
Weighted average number of
shares outstanding:
Basic 31,656,000 30,940,000 30,925,000 27,567,000 26,380,000
============ ============ ============ ============ ============
Diluted 31,656,000 31,647,000 32,230,000 28,999,000 27,932,000
============ ============ ============ ============ ============
20
Computer Horizons Corp. and Subsidiaries
SELECTED FINANCIAL DATA (CONTINUED)
Year ended December 31,
2000 1999 1998 1997 1996
--------- --------- ----------- --------- --------
------------------(in thousands, except per share data)-----------------------
Analysis (%)
Revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Gross margin 29.8 31.7 36.6 33.3 31.0
Selling, general and
administrative 32.3 23.9 20.9 20.8 22.5
Bad debt expense 5.9 0.6 0.3 0.2 --
Amortization of intangibles 1.7 1.2 0.7 0.1 0.3
Restructuring charges 9.3 1.2 -- -- --
Merger-related expenses -- -- 0.8 0.3 --
Income / (loss) from
operations (19.4) 4.8 13.8 11.9 8.2
Interest income / (expense) - net (0.3) -- 0.9 0.4 --
Equity in net earnings of joint
venture -- -- -- -- 0.3
Gain on sale of joint venture -- -- 0.8 -- --
Income / (loss) before income taxes (19.7) 4.8 15.5 12.3 8.5
Income taxes / (benefit) (6.7) 2.1 7.0 5.3 3.5
Net income / (loss) (13.0) 2.7 8.5 7.0 5.0
Revenue growth / (decline) YOY (16.7) 3.8 47.0 34.0 16.3
Net income growth (decline)YOY (495.4) (66.4) 77.7 87.6 15.6
Return on equity, average (24.6) 5.7 20.2 18.9 19.9
Effective tax rate 34.0 43.0 45.2 43.0 40.9
At year-end
Total assets $ 269,396 $ 347,994 $ 296,052 $ 217,625 $ 96,610
Working capital 134,472 129,857 158,760 160,370 55,052
Long-term debt -- 4,100 -- -- 1,442
Shareholders' equity 207,924 262,652 246,534 185,974 73,747
Stock price $ 2.44 $ 16.19 $ 26.63 $ 45.50 $ 25.67
P/E multiple N/A 34 19 51 51
Employees 4,186 4,149 4,834 3,794 3,228
Clients (during year) 800 785 768 549 556
Offices (worldwide) 43 50 55 49 49
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage of
consolidated revenues for the period indicated:
YEAR ENDED DECEMBER 31,
------------------------------------------
2000 1999 1998
---- ---- ----
Revenues 100.0% 100.0% 100.0%
Cost and expenses:
Direct costs 70.2 68.3 63.4
Selling, general, and administrative 32.3 23.9 20.9
Bad debt expense 5.9 0.6 0.3
Amortization of intangibles 1.7 1.2 0.7
Restructuring charges 9.3 1.2 --
Merger-related expenses -- -- 0.8
Income / (loss) from operations (19.4) 4.8 13.8
Other income (expense):
Interest income/(expense), net (0.3) -- 0.9
Gain on sale of joint venture -- -- 0.8
Income / (loss) before income taxes (19.7) 4.8 15.5
Income taxes / (benefit):
Current (4.3) 3.0 7.7
Deferred (2.4) (0.9) (0.7)
Net income / (loss) (13.0) 2.7 8.5
22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
REVENUES
Revenues decreased to $445.5 million in the year ended December 31, 2000 from
$534.6 million in the year ended December 31, 1999, a decrease of $89.1 million,
or 16.7%. E-Solutions Group revenues increased to $141.8 million in the year
ended December 31, 2000 from $104.8 million in the year ended December 31,1999,
an increase of $37.0 million or 35.3%. IT Services revenues, including Year 2000
revenues, decreased to $303.7 million in the year ended December 31, 2000 from
$429.8 million in the year ended December 31, 1999, a decrease of $126.1 million
or 29.3%. Year 2000 services revenues accounted for $44.3 million of the
decline. As anticipated, the decline in Year 2000 business is reflective of the
completion of code remediation assignments for major customers. The remaining
decrease in IT Services revenue of $81.8 million is primarily attributed to
softness in the IT Staffing business. This softness is the result of spending
shifts of customers from legacy environments to e-business initiatives.
DIRECT COSTS
Direct costs decreased to $312.8 million in the year ended December 31, 2000
from $365.3 million in the year ended December 31, 1999. Gross margin decreased
to 29.8% in the year ended December 31, 2000 from 31.7% in the year ended
December 31, 1999. This decrease in gross margin was primarily due to a decrease
in the Company's higher margin Year 2000 business. The Company's margins are
subject to fluctuation due to a number of factors, including the level of salary
and other compensation-related expenses necessary to attract and retain
qualified technical personnel and the mix of IT Services versus E-Solutions
business during the year.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general and administrative expenses (excluding bad debt expense,
amortization expense, restructuring charges and merger-related expenses)
increased to $143.7 million in the year ended December 31, 2000 from $127.7
million in the year ended December 31, 1999, an increase of $16.0 million or
12.5%. The increase in selling, general and administrative expenses was
primarily attributable to an increase in the E-Solutions Group, as the
Company continues to invest in its business development organization, Chimes
and the development and sales staff of its software products company. This
increase was partially offset by cost reductions in the IT Services Group
during 2000.
23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BAD DEBT EXPENSE
Bad debt expense increased to $26.5 million in the year ended December 31, 2000
from $3.4 million in the year ended December 31, 1999, an increase of $23.1
million. This increase includes a charge of $21.6 million in the fourth quarter
of 2000 as a direct result of problems created in late 1998 and early 1999
relating to the flawed implementation of an enterprise-wide information
system. The system was stabilized in the latter part of 1999 and much of 2000
was spent attempting to reconcile and settle outstanding balances with
customers. However, it was deemed necessary in the fourth quarter of 2000 to
make major concessions with customers for old balances in order to avoid
potentially damaging conflicts.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased to $7.4 million in the year ended December
31, 2000 from $6.2 million in the year ended December 31, 1999, an increase of
$1.2 million or 19.4%. This increase in amortization of intangibles was
primarily due to additional goodwill resulting from acquisition earnouts.
RESTRUCTURING CHARGES / (CREDITS)
During the fourth quarter of 2000, the Company recorded a restructuring
charge of $43.9 million related to the closing of seven offices, the size
reduction of other IT Services offices, a non-cash write down of assets held
for sale of $26.2 million for eB Networks and $6.9 million for Select
Software, along with $7.2 million for ceased operations. During the second
quarter of 2000, the Company recorded a restructuring credit of $2.4 million.
This credit resulted primarily from the earlier than expected subleasing of
discontinued properties that were part of the third quarter 1999
restructuring charge. During the third quarter of 1999, the Company recorded
a restructuring charge of $6.4 million primarily related to the consolidating
and closing of certain facilities, generally used for Year 2000 and other
legacy related services, as well as reduction of related staff levels.
INCOME / (LOSS) FROM OPERATIONS
Income / (loss) from operations, excluding bad debt expense and restructuring
charges, decreased to a loss of $18.5 million in the year ended December 31,
2000 from income of $35.4 million in the year ended December 31, 1999, a
decrease of $53.9 million or 152.3%. Operating margins, excluding bad debt
expense and restructuring charges, decreased to a loss of 4.1% in the year
ended December 31, 2000 from income of 6.6% in the year ended December
31,1999. The decrease was primarily due to decreases in the Company's higher
margin Year 2000 business, a softness in the IT Staffing business and
investments in the E-Solutions business, including Chimes in 2000. The
Company's business is labor-intensive and, as such, is sensitive to
inflationary trends. This sensitivity applies to client billing rates, as
well as to payroll costs.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OTHER INCOME / EXPENSE
For the year ended December 31, 2000, other expense increased to $1.2 million.
This increase in other expenses was primarily due to interest expense on higher
borrowings and a decrease of interest income.
PROVISION FOR INCOME TAXES
The effective tax rate for Federal, state, and local income taxes was 34.0% and
43.0% in the years ended December 31, 2000 and 1999, respectively. The decrease
in the 2000 effective tax rate was primarily due to losses incurred in 2000.
NET INCOME / (LOSS)
Net income / (loss) decreased to a loss of $57.8 million in the year ended
December 31, 2000 from net income of $14.6 million in the year ended December
31, 1999, a decrease of $72.4 million or 495.9%. Net loss per share (diluted)
decreased to $1.83 in the year ended December 31, 2000 from net income per
share (diluted) of $0.46 in the year ended December 31, 1999. The effect of
bad debt expense and restructuring charges amounted to $1.42 loss per share,
net of taxes, in 2000. The effect of bad debt expense and restructuring
charges totaled $0.18 per diluted share in 1999, net of taxes.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUES
Revenues increased to $534.6 million in the year ended December 31, 1999 from
$514.9 million in the year ended December 31, 1998, an increase of $19.7
million, or 3.8%. E-Solutions Group revenues increased to $104.8 million in
the year ended December 31, 1999 from $56.3 million in the year ended
December 31, 1998, an increase of $48.5 million or 86.1%. IT Services
revenues, including Year 2000 revenues, decreased to $429.8 million in the
year ended December 31, 1999 from $458.6 million in the year ended December
31, 1998, a decrease of $28.8 million or 6.3%. Year 2000 services revenues
decreased to $44.5 million in the year ended December 31, 1999, from $136.0
million in the year ended December 31, 1998, a decrease of $91.5 million or
67.3%. The Company's Year 2000 business accounted for approximately 8% of
total revenues in the year ended December 31, 1999 versus approximately 26%
of total revenues in 1998. As anticipated, the decline in Year 2000 business
is reflective of the completion of code remediation assignments for major
customers. IT Services revenues, excluding Year 2000 services, increased to
$385.3 million in the year ended December 31, 1999, from $322.6 million in
the year ended December 31, 1998, an increase of $62.7 million.
25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DIRECT COSTS
Direct costs increased to $365.3 million in the year ended December 31, 1999
from $326.8 million in the year ended December 31, 1998. Gross margin decreased
to 31.7% in the year ended December 31, 1999 from 36.6% in the year ended
December 31, 1998. This decrease in gross margin was primarily due to a decrease
in the Company's higher margin Year 2000 business and significant investments in
the E-Solutions business during 1999. The Company's margins are subject to
fluctuation due to a number of factors, including the level of salary and other
compensation-related expenses necessary to attract and retain qualified
technical personnel and the mix of IT Services versus E-Solutions business
during the year.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general and administrative expenses (excluding bad debt expense,
amortization expense, restructuring charges and merger-related expenses)
increased to $127.7 million in the year ended December 31, 1999 from $107.8
million in the year ended December 31, 1998, an increase of $19.9 million or
18.5%. The increase in selling, general and administrative expenses was
primarily a result of salaries and commissions for additional sales and
recruiting personnel and, to a lesser extent, growth in the administrative
infrastructure of certain subsidiaries. During 1998, the Company incurred
merger-related expenses of approximately $4.3 million or 0.8% of revenues.
BAD DEBT EXPENSE
Bad debt expense increased to $3.4 million in the year ended December 31, 1999
from $1.7 million in the year ended December 31, 1998, an increase of $1.7
million. This increase was due to the write-off of accounts receivable balances
related to the flawed implementation of an enterprise-wide information system.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased to $6.2 million in the year ended December
31, 1999 from $3.5 million in the year ended December 31, 1998, an increase of
$2.7 million or 77.1%. This increase in amortization of intangibles was
primarily due to the acquisitions of G. Triad Enterprises, Inc., Integrated
Computer Management and SELECT Software Tools plc.
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. This provision includes an
accrued payment of approximately $4.0 million as of December 31, 1999 relating
to future costs associated with continuing rent and severance commitments.
26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INCOME FROM OPERATIONS
Income from operations, excluding bad debt expense and restructuring charges
in 1999 and bad debt expense and merger-related expenses in 1998, decreased
to $35.4 million in the year ended December 31, 1999 from $76.8 million in
the year ended December 31, 1998, a decrease of $41.4 million or 53.9%.
Operating margins, excluding bad debt expense and restructuring charges in
1999 and bad debt expense and merger-related expenses in 1998, decreased to
6.6% in the year ended December 31, 1999 from 14.9% in the year ended
December 31,1998. The decrease was primarily due to decreases in the
Company's higher margin Year 2000 business and personnel investments in the
E-Solutions business in 1999. The Company's business is labor-intensive and,
as such, is sensitive to inflationary trends. This sensitivity applies to
client billing rates, as well as to payroll costs.
OTHER INCOME / EXPENSE
For the year ended December 31, 1999, other income decreased $8.7 million. This
reduction in other income was due to a decrease in the Company's cash position
during 1999, primarily as a result of several acquisitions and the stock
repurchase program. In addition, other income in 1998 included a gain on the
sale of the Company's Birla Horizons Joint Venture ($4.2 million or $0.06 per
share).
PROVISION FOR INCOME TAXES
The effective tax rate for Federal, state, and local income taxes was 43.0% and
45.2% in the years ended December 31,1999 and 1998, respectively. The decrease
in the 1999 effective tax rate was primarily due to less non-deductible
acquisition costs than in 1998.
NET INCOME
Net income decreased to $14.6 million in the year ended December 31, 1999
from $43.6 million in the year ended December 31, 1998, a decrease of $29.0
million or 66.5%. Net income per share (diluted) decreased to $0.46 in the
year ended December 31, 1999 from $1.35 in the year ended December 31, 1998.
The effect of bad debt expense and restructuring charges amounted to $0.18
per share in 1999 while the effect of bad debt expense and merger related
expenses amounted to $0.10 per share in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Computer Horizons finances its operations primarily through cash generated from
operations, borrowings against bank lines of credit and the public sale of its
common stock. At December 31, 2000, the Company had $134.5 million in working
capital, of which $17.6 million was cash and cash equivalents.
27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Net cash provided by operating activities for the year ended December 31,
2000 totaled $9.9 million, primarily attributable to a non-cash charge
relating to an increase in the provision for bad debts, the amortization and
write-off of intangibles and the write-down of assets held for sale, offset in
part by the current year operating loss. Net cash used in operating
activities was $19.5 million in 1999 and net cash provided by operating
activities was $15.8 million in 1998, consisting primarily of net income,
offset in part by an increase in accounts receivable. The significant
increase in accounts receivable during 1999 was primarily attributable to
delays in billing to customers resulting from the implementation of an
enterprise-wide information system.
Net cash used in investing activities was $9.1 million, $14.3 million and $55.6
million in the years ended December 31, 2000, 1999, and 1998, respectively. Net
cash used in investing activities in 2000 primarily was attributable to
acquisition related earnouts. Net cash used in investing activities in 1999
consisted primarily of $14.0 million used for the acquisitions of the assets of
SELECT Software Tools plc, Integrated Computer Management, G. Triad Enterprises,
Inc., SPP, and Unibase. Net cash used in investing activities in 1998 consisted
primarily of $50.4 million used for the acquisitions of the assets of Enterprise
Solutions Group, RPM Consulting, and Infomatics Search Group. In addition, the
Company used approximately $6.0 million relating to the Company's new
accounting/information system.
For the year ended December 31, 2000, net cash provided by financing
activities was $1.1 million, resulting from $1.2 million in borrowings
against the Company's bank lines of credit, $2.2 million of stock issued as a
result of the Company's employee stock purchase program and stock option
exercises partially offset by a reduction of $4.1 of the Company's long-term
debt. Net cash used in financing activities in 1999 was $2.1 million,
primarily resulting from $15.0 million in borrowings against the Company's
bank lines of credit, partially offset by $12.8 million used to repurchase
the Company's stock. Net cash used in financing activities in 1998 totaled
$0.6 million and resulted primarily from repayments of notes to banks, offset
by cash received from the exercise of stock options.
At December 31, 2000, the Company had a current ratio position of 3.2 to 1,
no long-term debt and $16.5 million of outstanding borrowing under its two
unsecured discretionary lines of credit of $20.0 million and $10.0 million.
The Company intends to convert its two unsecured discretionary lines of
credit into a secured asset-based lending facility and is currently in
discussions with an asset-based lending institution. The Company expects this
arrangement to be a $40 million facility with availability based primarily on
eligible customer receivables. In addition, the Company expects a federal
income tax refund of approximately $21 million as a result of the carryback
of current year operating losses to profitable prior years. The Company
believes that its cash and cash equivalents, lines of credit, internally
generated funds and tax refunds will be sufficient to meet its working
capital needs through 2001.
The Company's billed accounts receivable were $65.4 million and $128.2 million
at December 31, 2000 and December 31, 1999, respectively. Billed days sales
outstanding were 61 days at December 31, 2000 and 84 days at December 31, 1999,
based on annual sales.
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MARKET RISK EXPOSURE
The Company has financial instruments that are subject to interest rate risk.
Historically, the Company has not experienced material gains or losses due to
interest rate changes. Based on the current holdings, the exposure to
interest rate risk is not material. Additionally, the Company had $16.5
million in outstanding borrowings against a bank line of credit at December
31, 2000, which has a floating LIBOR interest rate plus 1.2%.
FOREIGN CURRENCY EXPOSURE
The Company's international operations expose it to translation risk when the
local currency financial statements are translated to U.S. dollars. As currency
exchange rates fluctuate, translation of the statements of income of
international business into U.S. dollars will affect the comparability of
revenues and expenses between years. None of the components of the Company's
consolidated statements of income was materially affected by exchange rate
fluctuations in 2000, 1999 or 1998.
29
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
COMPUTER HORIZONS CORP.
December 31, 2000 and 1999
30
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
COMPUTER HORIZONS CORP.
We have audited the accompanying consolidated balance sheets of Computer
Horizons Corp. and Subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Computer Horizons
Corp. and Subsidiaries as of December 31, 2000 and 1999 and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Grant Thornton LLP
- - ----------------------
GRANT THORNTON LLP
Edison, New Jersey
February 21, 2001 (except for Note 5, as to which the date is March 20, 2001)
31
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31,
--------------------------
ASSETS 2000 1999
-------- --------
(in thousands, except per share data)
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 17,559 $ 17,072
Accounts receivable (Note 3) 98,021 172,806
Net assets held for sale (Note 2) 35,274 --
Deferred income taxes (Note 7) 19,207 8,945
Refundable income taxes 21,325 5,499
Other 2,998 4,459
-------- --------
Total current assets 194,384 208,781
-------- --------
PROPERTY AND EQUIPMENT:
Furniture, equipment and other 31,962 38,365
Less accumulated depreciation 17,920 18,144
-------- --------
14,042 20,221
-------- --------
OTHER ASSETS - NET:
Goodwill (Note 1) 51,264 94,349
Deferred income taxes (Note 7) 603 2,458
Purchased software (Note 1) -- 9,306
Other 9,103 12,879
-------- --------
60,970 118,992
-------- --------
TOTAL ASSETS $269,396 $347,994
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
32
December 31,
------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999
--------- ---------
(in thousands, except per share data)
CURRENT LIABILITIES:
Current portion of long-term debt (Note 5) $ 20,704 $ 19,502
Accrued payroll, payroll taxes and benefits 14,194 17,764
Accounts payable 17,945 17,741
Restructuring reserve 2,887 4,003
Deferred revenue -- 9,576
Other accrued expenses 4,182 10,338
--------- ---------
Total current liabilities 59,912 78,924
--------- ---------
Long-term debt -- 4,100
Other liabilities 1,560 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 and 33,149,595
shares at December 31, 2000 and 1999, respectively 3,315 3,315
Additional paid-in capital 139,418 138,821
Accumulated comprehensive income/(loss) (980) 385
Retained earnings 80,741 138,568
--------- ---------
222,494 281,089
--------- ---------
Less shares held in treasury, at cost; 1,344,615
shares and 1,780,721 shares at December 31,
2000 and 1999, respectively (14,570) (18,437)
--------- ---------
Total shareholders' equity 207,924 262,652
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 269,396 $ 347,994
========= =========
33
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
------------------------------------------------
2000 1999 1998
------------ ------------ ------------
-------(in thousands, except per share data)----
Revenues $ 445,479 $ 534,594 $ 514,921
------------ ------------ ------------
COSTS AND EXPENSES:
Direct costs 312,815 365,310 326,795
Selling, general and administrative 143,691 127,720 107,829
Bad debt expense (Note 3) 26,452 3,367 1,676
Amortization of intangibles 7,434 6,202 3,530
Restructuring charges (Note 13) 41,528 6,355 --
Merger-related expenses -- -- 4,272
------------ ------------ ------------
531,920 508,954 444,102
------------ ------------ ------------
Income / (loss) from operations (86,441) 25,640 70,819
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income 620 1,353 5,334
Interest expense (1,825) (1,355) (750)
Equity in net loss of joint
venture (Note 4) -- -- (90)
Gain on sale of joint venture (Note 4) -- -- 4,180
------------ ------------ ------------
(1,205) (2) 8,674
------------ ------------ ------------
Income / (loss) before income taxes (87,646) 25,638 79,493
------------ ------------ ------------
INCOME TAXES/ (BENEFIT) (Notes 1 and 7):
Current (19,339) 16,081 39,645
Deferred (10,480) (5,068) (3,739)
------------ ------------ ------------
(29,819) 11,013 35,906
------------ ------------ ------------
NET INCOME / (LOSS) $ (57,827) $ 14,625 $ 43,587
============ ============ ============
Earnings / (loss) per share (Notes 1 and 8):
Basic $ (1.83) $ 0.47 $ 1.41
============ ============ ============
Diluted $ (1.83) $ 0.46 $ 1.35
============ ============ ============
Weighted average number of shares outstanding:
Basic 31,656,000 30,940,000 30,925,000
============ ============ ============
Diluted 31,656,000 31,647,000 32,230,000
============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
34
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENT OF SHAREHOLDERS'
EQUITY
Years ended December 31, 2000, 1999 and 1998
Accumulated
Addi- other
COMMON STOCK tional comprehensive
------------------------ paid-in income/ Retained TREASURY STOCK
Shares Amount Capital (loss) earnings Shares Amount Total
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------------------------------(dollars in thousands)--------------------------------------------
BALANCE, DECEMBER 31, 1997 31,247,069 $ 3,125 $ 117,718 $ 84 $ 78,919 1,692,253 $ 13,872 $ 185,974
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
Net income for the year 43,587 43,587
Other comprehensive income:
Foreign currency translation
Adjustments (846) (846)
-----------
Total comprehensive income 42,741
Increase resulting from
immaterial pooling 954,213 95 170 2,607 2,872
Stock options exercised 2,265 (250) (399) (510,209) (4,182) 3,533
Tax benefits related to
stock option plans 2,998 2,998
Stock issuance costs (20) (20)
Issuance of common stock
for purchase of assets 148,033 15 8,205 (120,382) (987) 9,207
Dividends paid (Spargo) (771) (771)
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
BALANCE, DECEMBER 31, 1998 32,351,580 $ 3,235 $ 128,821 $ (762) $ 123,943 1,061,662 $ 8,703 $ 246,534
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
Net income for the year 14,625 14,625
Other comprehensive income:
Foreign currency translation
adjustments 1,147 1,147
----------
Total comprehensive income 15,772
Stock options exercised (14) (230,684) (1,890) 1,876
Other issuances of common stock 32,816 3 3
Tax benefits related to
stock option plans 99 99
Stock warrants exercised (76) (9,250) (76) --
Issuance of common stock for
purchase of assets 765,199 77 9,840 (5,575) (48) 9,965
Employee Stock Purchase
program 151 (122,432) (1,004) 1,155
Purchase of Treasury Shares 1,087,000 12,752 (12,752)
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
BALANCE, DECEMBER 31, 1999 33,149,595 $ 3,315 $ 138,821 $ 385 $ 138,568 1,780,721 $ 18,437 $ 262,652
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
Net loss for the year (57,827) (57,827)
Other comprehensive loss:
Foreign currency
translation adjustments (1,365) (1,365)
-----------
Total comprehensive loss (59,192)
Stock options exercised (171,311) (1,695) 1,695
Other issuances of common stock 2,611 --
Tax benefits related to stock
option plans 64 64
Issuance of common stock for
purchase of assets 237 (32,470) (266) 503
Employee Stock Purchase
program 296 (232,325) (1,906) 2,202
----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------
BALANCE, DECEMBER 31, 2000 33,152,206 $ 3,315 $ 139,418 $ (980) $ 80,741 1,344,615 $ 14,570 $ 207,924
=========== =========== =========== =========== =========== =========== =========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
35
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
------------------------------------
2000 1999 1998
-------- -------- --------
----------(in thousands)------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $(57,827) $ 14,625 $ 43,587
Adjustments to reconcile net income/(loss) to net cash provided by
operating activities:
Deferred taxes (10,480) (5,068) (3,665)
Depreciation 7,655 5,463 3,218
Gain on sale of joint venture -- -- (3,125)
Amortization of intangibles 7,434 6,202 4,145
Provision for bad debts 26,452 3,367 1,676
Write-down of assets held for sale 33,114 -- --
Write off of goodwill 7,248 -- --
Changes in assets and liabilities, net of acquisitions:
Accounts receivable 18,278 (36,009) (43,085)
Other current assets (2,873) (2,036) (572)
Assets held for sale (6,428) -- --
Other assets 3,778 (5,898) (1,462)
Refundable income taxes (12,862) (5,499) --
Accrued payroll, payroll taxes and benefits (3,261) (6,498) 5,784
Accounts payable 1,475 10,750 415
Income taxes payable -- (6,547) 4,544
Other accrued expenses (1,267) 8,650 (1,529)
Other liabilities (544) (1,030) 5,866
-------- -------- --------
Net cash provided by/(used in) operating activities 9,892 (19,528) 15,797
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of furniture and equipment (5,607) (7,924) (11,122)
Acquisitions, net of cash -- (13,955) (51,948)
Changes in goodwill (3,496) (3,670) 262
Proceeds from sale of joint venture -- -- 4,695
Purchases of short-term investments -- 11,259 2,556
-------- -------- --------
Net cash used in investing activities (9,103) (14,290) (55,557)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable - banks, net 1,202 7,502 (2,313)
Long-term debt (4,100) 100 (1,000)
Dividends paid (Spargo) -- -- (771)
Stock issuance cost -- -- (20)
Stock options exercised 1,759 1,989 3,533
Purchase of treasury shares -- (12,752) --
Other stock issuances -- (11) --
Stock issued on employee stock purchase plan 2,202 1,155 --
Issuance of common stock for purchase of assets -- (36) --
-------- -------- --------
Net cash provided by/(used in) financing activities 1,063 (2,053) (571)
-------- -------- --------
Foreign currency (losses)/gains (1,365) 1,147 41
Net increase/(decrease) in cash and cash equivalents 487 (34,724) (40,290)
Cash and cash equivalents at beginning of year 17,072 51,796 92,086
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 17,559 $ 17,072 $ 51,796
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during the year for:
Interest $ 1,538 $ 811 $ 132
Income taxes (2,890) 28,025 35,111
Details of acquisition:
Fair value of assets $ -- $ 46,853 $ 70,590
Liabilities -- 32,898 20,177
-------- -------- --------
Cash paid for acquisition $ -- $ 13,955 $ 50,413
======== ======== ========
Book value of assets held for sale, net of cash $ 80,035 $ -- $ --
Liabilities 18,075 -- --
-------- -------- --------
Net assets held for sale before write-down, net of cash 61,960 -- --
Write-down of assets held for sale 33,114 -- --
-------- -------- --------
Net assets held for sale, net of cash $ 28,846 $ -- $ --
======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
36
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Computer Horizons Corp. is a strategic e-Business solutions and professional
services company. The Company enables its Global 1000 customer base to
realize competitive advantages through two major divisions, CHC eB-Solutions
and IT Services. Combined, Computer Horizons provides enterprise application
services, e-business solutions, customized Web development and Web enablement
of strategic applications, Customer Relationship Management (CRM), network
services, e-procurement solutions for Human Resource acquisition and
management (CHIMES), strategic outsourcing and managed resourcing as well as
software and relational database products.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Computer
Horizons Corp. and its wholly-owned subsidiaries (the "Company"). The
Company's investment in a joint venture (Note 4) was accounted for under the
equity method of accounting. All material intercompany accounts and
transactions have been eliminated.
REVENUE RECOGNITION
The Company recognizes revenues as professional services are performed. On
fixed fee engagements, revenue and gross profit adjustments are made to
reflect revisions in estimated total costs and contract values. The Company's
Chimes division recognizes revenue on a net fee basis. Estimated losses are
recorded when identified.
RECRUITMENT COSTS
Recruitment costs are charged to operations as incurred.
ADVERTISING COSTS
The Company expenses all advertising costs as incurred and classifies these
costs under selling, general and administrative expenses. Advertising
costs for the years ended December 31, 2000, 1999 and 1998 were $0.8
million, $0.9 million and $1.2 million, respectively.
RESEARCH AND DEVELOPMENT COSTS
The Company charges all costs incurred to establish the technological
feasibility of software products or product enhancements to research and
development costs, which are included in selling, general and
administrative expenses. Research and Development costs for the years
ended December 31, 2000, 1999 and 1998 were $6.9 million, $6.3 million and
$2.5 million, respectively.
37
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 1 (CONTINUED)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid instruments with a maturity
of three months or less at the time of purchase and consist of the following
at December 31:
2000 1999
------- -------
----(in thousands)---
Cash $11,126 $10,762
Money market funds 83 4,830
Demand obligations 1 1,480
Commercial paper 6,349 --
------- -------
$17,559 $17,072
======= =======
CONCENTRATIONS OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, regardless of the degree of such risk, consist
principally of cash and cash equivalents and trade accounts receivable. In
addition, as of December 31, 2000, the Company had $16.5 million of debt
outstanding with a floating LIBOR interest rate plus 1.2%. The Company
invests the majority of its excess cash in money market funds, commercial
paper and demand obligations of high-credit, high-quality financial
institutions or companies, with certain limitations as to the amount that can
be invested in any one entity.
38
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 1 (CONTINUED)
The Company maintains its cash balances principally in six financial
institutions located in the United States, Canada and the United Kingdom. The
balances in U.S. banks are insured by the Federal Deposit Insurance
Corporation up to $100,000 for each entity at each institution. The balance
in the Canadian bank is insured by the Canadian Deposit Insurance Corporation
up to $60,000 Canadian (approximately $40,000 U.S.). There is no depository
insurance in the United Kingdom. At December 31, 2000, uninsured amounts held
by the Company at these financial institutions total approximately
$16,919,000.
The Company's customers are generally very large, Global 1000 companies in
many industries and with wide geographic dispersion. The Company's largest
customer accounts for approximately 8.8% and 4.1% of billed accounts
receivable at December 31, 2000 and 1999, respectively. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends, and other
information.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of financial instruments (principally consisting of cash
and cash equivalents, accounts receivable and payable and long-term debt)
approximates fair value because of the short maturities or, as to long-term
debt, the rates currently offered to the Company.
PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which
range from three to seven years.
GOODWILL AND PURCHASED SOFTWARE
Goodwill, the cost in excess of the fair value of net assets acquired, is
being amortized by the straight-line method, for periods ranging from twenty
to thirty years. Accumulated amortization is $15,875,000 and $10,303,000 at
December 31, 2000 and 1999, respectively. Purchased software was being
amortized by the straight-line method, for a period of five years and is now
included in net assets held for sale (See Note 2). Accumulated amortization
was $5,604,000 and $3,742,000 at December 31, 2000 and 1999.
39
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 1 (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
The Company evaluates its long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets or intangibles may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such as asset is considered to
be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the asset exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.
INCOME TAXES
The Company and its domestic subsidiaries file a consolidated Federal income
tax return. The foreign subsidiaries file in each of their local
jurisdictions.
Deferred income taxes result from temporary differences between income
reported for financial and income tax purposes. These temporary differences
result primarily from the allowance for doubtful accounts provision and
certain accrued expenses which are deductible, for tax purposes, only when
paid. A valuation allowance is provided when it is more likely than not that
some portion or all of the deferred tax asset will not be realized.
Tax benefits from early disposition of the stock by optionees under incentive
stock options and from exercise of non-qualified options are credited to
additional paid-in capital.
The Company provides United States income taxes on the earnings of foreign
subsidiaries, unless they are considered permanently invested outside the
United States. As of December 31, 2000, there is no cumulative amount of
earnings on which United States income taxes have not been provided.
EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of common
shares outstanding without consideration of common stock equivalents. Diluted
earnings per share is based on the weighted average number of common and
common equivalent shares outstanding, except when the effect is
anti-dilutive. The calculation takes into account the shares that may be
issued upon exercise of stock options, reduced by the shares that may be
repurchased with the funds received from the exercise, based on the average
price during the year.
USE OF ESTIMATES IN FINANCIAL STATEMENTS
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
40
Computer Horizons Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 1 (CONTINUED)
FOREIGN CURRENCY TRANSLATION
For operations outside the United States that prepare financial statements in
currencies other than the United States dollar, results of operations and
cash flows are translated at the average exchange rates during the period,
and assets and liabilities are translated at end of period exchange rates.
Translation adjustments are included as a separate component of comprehensive
income/(loss) within the statement of shareholders' equity.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
as amended by SFAS 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133," and SFAS 138, "Accounting for Certain Derivatives Instruments and
certain Hedging Activities," (collectively referred to as "SFAS 133"), which
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities. Effective for fiscal years beginning
after June 30, 2000, entities are required by SFAS 133 to measure all
derivatives at fair value and to recognize them in the balance sheet as an
asset or liability, depending on the entity's rights or obligations under the
applicable derivative contract. The impact of adopting SFAS 133, is not
expected to be material to the consolidated financial statements or notes to
consolidated financial statements.
In December 1999, the Securities and Exchange Commission (the "SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain of the SEC's views in
applying accounting principles generally accepted in the United States of
America to revenue recognition in financial statements. The Company adopted
SAB 101 in 2000. The adoption of SAB 101 did not have a material impact on
the Company's financial position or results of operations.
41
Computer Horizons Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 1 (CONTINUED)
In March 2000, the FASB issued Financial Interpretation No. 44 ("FIN 44"),
"Accounting for Certain Transactions Involving Stock Compensation - an
Interpretation of APB No. 25, "Accounting for stock issued to employees."
FIN 44 clarifies the application of APB 25 for certain issues, including
(a) the definition of employee for purposes of applying APB 25, (b) the
criteria for determining whether a plan qualifies as a noncompensatory plan,
(c) the accounting consequence of various modifications to the terms of a
previously fixed stock option or award, and (d) the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 was
effective July 1, 2000, except for the provisions that relate to
modifications that directly or indirectly reduce the exercise price of an
award and the definition of an employee, which were effective after December
15, 1998. The adoption of FIN 44 did not have a material impact on the
Company's financial position or results of operations.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 and 1998 comparative
financial statements to conform to the 2000 presentation.
42
Computer Horizons Corp. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 2 - NET ASSETS HELD FOR SALE
The Company decided in 2000 to offer three of its subsidiaries (Princeton
Softech "Princeton", including the SELECT Software Tools division "Select",
CHC International Limited "Spargo" and eB Networks) for sale or disposition
and accordingly classified these entities as "assets held for sale." This
decision resulted in the recording of a net loss of $33.1 million to
reduce the carrying amount to estimated net realizable value. The fair
value of the assets held for sale was based on estimates of selling value
from independent third party appraisals.
For financial reporting purposes, the assets and liabilities attributable to
these subsidiaries have been classified in the consolidated balance sheet
as net assets held for sale and are included in the E-Solutions segment
(see Note 9). During the year ended December 31, 2000, 1999 and 1998 these
respective entities generated net income/(loss) of $(9.3) million, $2.5
million and $5.3 million, respectively and amortization expense of $3.6
million, $3.4 million and $0.5 million, respectively. Such net assets
consist of the following:
DECEMBER 31, 2000
---------------------------(in thousands)------------------------
PRINCETON SELECT SPARGO eB NETWORKS TOTAL
--------- -------- -------- ----------- --------
Current assets $ 24,519 $ 2,729 $ 4,169 $ 9,714 $ 41,131
Property and equipment 1,444 1,087 212 1,388 4,131
Other assets 1,394 6,526 -- 33,281 41,201
-------- -------- -------- -------- --------
Total assets 27,357 10,342 4,381 44,383 86,463
Total liabilities (10,443) (2,504) (1,916) (3,212) (18,075)
-------- -------- -------- -------- --------
Net assets 16,914 7,838 2,465 41,171 68,388
Estimated loss in sale -- (6,943) -- (26,171) (33,114)
-------- -------- -------- -------- --------
Total net assets held for sale $ 16,914 $ 895 $ 2,465 $ 15,000 $ 35,274
======== ======== ======== ======== ========
43
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at December 31:
2000 1999
------- --------
----(in thousands)---
Billed $65,391 $128,197
Unbilled 35,332 50,428
------- --------
100,723 178,625
Less allowance for doubtful accounts 2,702 5,819
------- --------
$ 98,021 $172,806
======== ========
The decrease in billed accounts receivable includes a $21.6 million write-off
of accounts receivable, primarily during the fourth quarter of 2000. This
charge is the direct result of problems created in late 1998 and early 1999
relating to the flawed implementation of an enterprise-wide information
system. The system was stabilized in the latter part of 1999 and much of 2000
was spent attempting to reconcile and settle outstanding balances with
customers. However, it was deemed necessary in the fourth quarter of 2000
to make major concessions with customers for old balances in order to avoid
potentially damaging conflicts.
NOTE 4 - GAIN ON SALE OF JOINT VENTURE IN 1998
In 1995, the Company entered into a software development and services joint
venture with the Birla Group, a large multinational conglomerate located in
India. During the fourth quarter of 1998, the Company sold its 50% interest
in the joint venture to the Birla Group for a cash payment of $5,750,000.
Accordingly, a gain of $4,180,000 was recognized. The impact on net income
was $1,975,000 or $0.06 per share. Birla Horizons International provided
consultants to the Company at a total cost of $3,437,000 in 1998.
44
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 5 - LONG-TERM DEBT AND LINES OF CREDIT
Long-term debt and lines of credit consist of the following at December 31:
2000 1999
------- -------
(in thousands)
Lines of Credit $16,500 $15,000
Debt pertaining to
acquisitions 4,000 8,000
Other 204 602
------- -------
20,704 23,602
Less current maturities 20,704 19,502
------- -------
Long-term debt $ -- $ 4,100
======= =======
LINES OF CREDIT
At December 31, 2000, the Company has three unsecured bank lines of credit.
The available borrowings under the first line of credit was $20 million at
December 31, 2000 and $30 million at December 31, 1999. This line of credit
expires December 31, 2000 and was amended on December 8, 2000 to extend to
March 31, 2001 and was subsequently amended on March 20, 2001, extending the
line to May 31, 2001. The unused portion of the line at December 31, 2000 and
December 31, 1999 was $8.5 million and $14.1 million, respectively. Interest
rates for these lines of credit were LIBOR plus 1.2%, the range for 2000 and
1999 was 5.8% through 9.5% and 5.5% through 8.5%, respectively. There were no
commitment fees incurred in either year.
The available borrowings under the second line of credit was $10 million at
both December 31, 2000 and December 31, 1999. This line of credit expires May
31, 2001. At both December 31, 2000 and December 31, 1999, the unused portion
of the line of credit was both $5.0 million.
Subsequent to December 31, 2000 the Company executed a security agreement
with both lenders whereby a collateral interest in the Company's accounts
receivable was given.
The Company's subsidiary, G. Triad Enterprises Inc., also has a line of
credit in the amount of $50,000. As of December 31, 2000 and December
31,1999, there were no outstanding balances due on this line of credit.
DEBT PERTAINING TO ACQUISITIONS
The Company financed part of the acquisition of Integrated Computer
Management ("ICM") by issuing ten promissory notes totaling $8 million,
bearing interest at 7%. Four million of the notes came due and were paid on
May 6, 2000 and the remainder are payable on May 6, 2001.
LETTERS OF CREDIT
ICM, a subsidiary of the Company, has two letters of credit in the amount of
$101,414 and $76,800. These letters expire on June 30, 2005 and September
30, 2005, respectively. There were no outstanding balances at December 31,
2000 or December 31, 1999, respectively. Princeton, another subsidiary, has a
letter of credit outstanding at December 31, 2000 in the amount of $302,953.
OTHER
The Company also has a $1,000,000 Canadian (approximately $666,889 US) demand
loan with a Canadian bank, of which $360,000 and $320,000 Canadian
(approximately $204,000 and $222,000 US) was outstanding as of December 31, 2000
and December 31, 1999, respectively. Subsequent to year end, the outstanding
balance was paid in full.
45
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 6 - SHAREHOLDERS' EQUITY
STOCK OPTIONS AND SFAS NO. 123 PRO FORMA DISCLOSURE
In 1994, the Company adopted a stock option plan which provides for the
granting, to officers and key employees, of options for the purchase of a
maximum of 7,594,000 shares of common stock and stock appreciation rights
(SARs). Options and SARs generally expire five years from the date of grant
and become exercisable in specified amounts during the life of the respective
options. No SARs have been granted as of December 31, 2000. This plan, which
replaces the Company's 1985 Plan, will terminate on June 15, 2004. There were
2,655,000, 3,400,000 and 4,789,000 shares available for option at December
31, 2000, 1999 and 1998.
In 1998, the Company amended the non-qualified Directors' Stock Option Plan,
providing that each new director of the Company who is not an employee of the
Company (i) shall immediately receive options to purchase 10,000 shares of
its common stock and (ii) shall receive annual grants to purchase 10,000
shares of its common stock. The plan expired on March 4, 2001. The Board of
Directors has extended the plan for three years, subject to shareholder
approval, which will be voted on at the annual shareholders meeting in May of
2001. There were 424,000 and 454,000 shares available for option at December
31, 2000 and 1999.
The exercise price per share on all options granted may not be less than the
fair value at the date of the option grant. The Company applies Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
in accounting for stock-based employee compensation, whereby no compensation
cost had been recognized for the plans. Had compensation cost for the plans
been determined based on the fair value of the options at the grant dates and
been consistent with the method of SFAS No. 123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts indicated
below:
46
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 6 (CONTINUED)
2000 1999 1998
---------- --------- ------
Net income / (loss) As reported $(57,827,000) $14,625,000 $43,587,000
Pro forma $(61,895,000) $12,721,000 $39,516,000
Earnings per share
Basic As reported $ (1.83) $ 0.47 $ 1.41
Pro forma $ (1.96) $ 0.41 $ 1.28
Diluted As reported $ (1.83) $ 0.46 $ 1.35
Pro forma $ (1.96) $ 0.40 $ 1.23
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes options-pricing model with the following weighted-average
assumptions used for grants in 2000, 1999 and 1998, respectively: expected
volatility of 105%, 77% and 127%; risk-free interest rates of 4.71%, 6.52%
and 6.00%; and expected lives of 4.5, 5.0 and 4.5 years.
A summary of the status of the Company's stock option plans as of December
31, 2000, 1999 and 1998, and changes during the years ending on those dates
is presented below:
2000 1999 1998
---------------------- --------------------- -------------------
WEIGHTED Weighted Weighted
AVERAGE Average Average
EXERCISE Exercise Exercise
SHARES PRICE Shares Price Shares Price
-------- --------- ------- -------- -------- -------
(000) (000) (000)
Outstanding - January 1 3,600 $ 13.46 2,410 $ 13.94 2,035 $ 9.97
Granted 1,500 11.98 1,571 11.75 1,634 26.39
Exercised (159) 9.90 (230) 5.97 (512) 6.88
Canceled/forfeited (725) 13.60 (151) 14.67 (747) 35.09
------ --------- ------ --------- ------- ---------
Outstanding - December 31 4,216 13.05 3,600 13.46 2,410 13.94
====== ========= ====== ========= ======= =========
Options exercisable - December 31 2,125 13.81 1,547 13.61 1,003 10.84
====== ========= ====== ========= ======= =========
Weighted average fair value of
options granted during the year $ 9.42 $ 7.78 $ 13.03
47
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 6 (CONTINUED)
The following information applies to options outstanding at December 31,
2000:
Options outstanding Options exercisable
---------------------------------- ---------------------
Weighted
Outstanding Average Weighted Exercisable Weighted
as of Remaining average as of average
December 31, Contractual exercise December 31, exercise
Range of Exercise Prices 2000 life price 2000 price
------------------------ ------------ ----------- -------- ------------ -------
(000's) (000's)
$ 0.00 - $ 9.99 532 2.6 $4.29 519 $4.19
10.00 - 14.99 2,513 4.0 11.60 633 11.83
15.00 - 19.99 346 5.4 16.72 258 16.64
20.00 and over 825 4.2 21.41 715 21.52
----- -----
4,216 4.0 $13.05 2,125 $13.81
===== === ====== ===== ======
Certain officers have the right to borrow from the Company against the
exercise price of options exercised. As of December 31, 2000 and 1999, total
outstanding borrowings, pertaining to one officer, amounted to $100,000.
The Company has issued warrants to purchase shares of its common stock to two
outside business/ legal consulting firms. There were no warrants issued in
2000, 1999 or 1998. The exercise price is the fair value at the date of
grant. As of December 31, 2000, 29,375 warrants were outstanding. There were
9,250 warrants exercised in 1999. There were no warrants exercised in 2000 or
1998.
SHAREHOLDER RIGHTS PLAN
In July 1989, the Board of Directors declared a dividend distribution of .131
preferred stock purchase right on each outstanding share of common stock of
the Company. The rights were amended on February 13, 1990. Each right will,
under certain circumstances, entitle the holder to buy one one-hundredth
(1/100) of a share of Series A preferred stock at an exercise price of $30.00
per one one-hundredth (1/100) share, subject to adjustment. Each one
one-hundredth (1/100) of a share of Series A preferred stock has voting,
dividend and liquidation rights and preferences substantively equivalent to
one share of common stock.
The rights will be exercisable and transferable separately from the common
stock only if a person or group acquires 20% or more, subject to certain
exceptions, of the Company's outstanding common stock or announces a tender
offer that would result in the ownership of 20% or more of the common
48
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 6 (CONTINUED)
stock. If a person becomes the owner of at least 20% of the Company's common
shares (an "Acquiring Person"), each holder of a right other than the
Acquiring Person is entitled, upon payment of the then current exercise price
per right (the "Exercise Price"), to receive shares of common stock (or
common stock equivalents) having a market value equal to twice the Exercise
Price.
Additionally, if the Company subsequently engages in a merger or other
business combination with the Acquiring Person in which the Company is not
the surviving corporation, or in which the outstanding shares of the
Company's common stock are changed or exchanged, or if more than 50% of the
Company's assets or earning power is sold or transferred, a right would
entitle a Computer Horizon Corp. shareholder, other than the Acquiring Person
and its affiliates, to purchase upon payment of the Exercise Price, shares of
the Acquiring Person having a market value of twice the Exercise Price. Prior
to a person becoming an Acquiring Person, the rights may be redeemed at a
redemption price of one cent per right, subject to adjustment. The rights are
subject to amendment by the Board. No shareholder rights have become
exercisable. The rights originally would have expired on July 16, 1999,
however, the Board of Directors approved the adoption of a new Shareholder
Rights Plan to replace the existing plan. The terms of the new Rights Plan
are substantially the same as the original plan. The new rights will expire
on July 15, 2009.
REPRICING OF STOCK OPTIONS
On October 16, 1998, the Company's Board of Directors approved the repricing
of approximately 732,000 stock options that had been granted to employees
earlier in the year. This decision was made in response to competitive
pressures and as a means to retain key employees. No compensation expense was
recorded as a result of the above referenced repricing.
NOTE 7 - INCOME TAXES
The following is a geographical breakdown of the Company's income/(loss)
before taxes:
Year Ended December 31,
-------------------------------------
2000 1999 1998
-------- -------- ---------
-----------(in thousands)------------
Domestic $ (85,463) $31,650 $72,714
Foreign (2,183) (6,012) 6,779
---------- ------- -------
$ (87,646) $25,638 $79,493
========== ======= =======
49
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 7 (CONTINUED)
The provision for income taxes/(benefit) consists of the following for the
years ended December 31:
2000 1999 1998
-------- -------- --------
-----------(in thousands)-----------
Current
Federal $(18,775) $ 12,348 $ 28,539
State (662) 2,865 8,334
Foreign 98 868 2,772
-------- -------- --------
Total current (19,339) 16,081 39,645
Deferred
Federal (7,736) (2,403) (2,926)
State (5,079) (330) (794)
Foreign 2,335 (2,335) (19)
-------- -------- --------
Total deferred (10,480) (5,068) (3,739)
-------- -------- --------
$(29,819) 11,013 $ 35,906
======== ======== ========
Refundable income taxes result primarily from net operating loss carrybacks.
50
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 7 (CONTINUED)
Deferred tax assets and liabilities consist of the following at December 31:
2000 1999
------- --------
----(in thousands)-----
Deferred tax liabilities
Depreciation and amortization $ (2,487) $(1,044)
Capitalized software development costs (102) (241)
---------- -------
Total deferred tax liabilities (2,589) (1,285)
---------- -------
Deferred tax assets
Accrued insurance 36 123
State net operating losses 1,681 --
Foreign net operating losses 2,727 2,336
Accrued payroll and benefits 2,199 2,593
Deferred revenue 2,498 2,712
Allowance for doubtful accounts 2,184 1,968
Restructuring charges 14,574 --
Accrued severance and lease costs 425 2,052
Other 875 904
---------- ------
Total deferred tax assets 27,199 12,688
Valuation allowance (2,727) --
---------- ------
Net deferred tax assets $ 21,883 $11,403
========== =======
Net deferred tax assets in the amount of $2,073 are included in net assets
held for sale.
51
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 7 (CONTINUED)
A reconciliation of income taxes/(benefit), as reflected in the accompanying
statements, with the statutory Federal income tax rate of 35% for the years
ended December 31, 2000, 1999 and 1998 is as follows:
2000 1999 1998
-------- -------- --------
----------(in thousands)-----------
Statutory Federal income taxes/
(benefit) $ (30,676) $8,973 $27,822
State and local income taxes/(benefit),
net of Federal tax benefit (3,732) 1,648 4,901
Foreign taxes provided at rates other
than the U.S. statutory rate -- 98 122
Amortization of goodwill 688 282 203
Equity in net earnings of joint venture -- -- 343
Merger-related expenses -- -- 1,673
Change in valuation allowance 2,727 -- --
Other, net 1,174 12 842
----------- ------- -------
$ (29,819) $11,013 $35,906
=========== ======= =======
Certain foreign subsidiaries of the Company have net operating loss
carryforwards at December 31, 2000, totaling approximately $8,700,000;
$264,000 expires in 2005, $1,136,000 expires in 2006, $649,000 expires in
2007 and the remainder has no expiration. A full valuation allowance has
been recorded due to the uncertainty of the recognition of these net
operating loss carryforwards.
During 1998, the Company completed a business combination which, for
financial statement purposes, has been accounted for as a
pooling-of-interests. For income tax purposes the Company believes the
transaction qualifies as a taxable purchase that gives rise to future tax
deductions. Since the tax structure of the transaction is subject to
determination by the tax authorities, the Company has not recorded any
potential tax impact in its financial statements. When resolved, the Company
will record a deferred tax asset net of an appropriate valuation allowance.
The net benefit will be reflected as an increase in additional
paid-in-capital. Any adjustments to the valuation allowance will be charged
or credited to income.
52
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 8 - EARNINGS/(LOSS) PER SHARE DISCLOSURES
For the Year Ended
-------------------------------------------------------
Per
Income / (loss) Shares share
(numerator) (denominator) amount
----------- ------------- ------
------(in 000's, except share and per share data)------
December 31, 2000
Net loss $(57,827)
=========
Basic loss per share
Loss available to
common stockholders $(57,827) 31,656,000 $(1.83)
======
Effect of diluted securities
Options --
----------
Diluted loss per share
Income available to common stock-
holders plus assumed conversions $(57,827) 31,656,000 $(1.83)
======== ========== ======
December 31, 1999
Net income $14,625
=======
Basic earnings per share
Income available to common
stockholders $14,625 30,940,000 $ 0.47
======
Effect of diluted securities
Options 707,000
----------
Diluted earnings per share
Income available to common stock-
holders plus assumed conversions $14,625 31,647,000 $ 0.46
======= ========== ======
December 31, 1998
Net income $43,587
=======
Basic earnings per share
Income available to common stockholders $43,587 30,925,000 $ 1.41
======
Effect of diluted securities
Options 1,305,000
-----------
Diluted earnings per share
Income available to common stock-
holders plus assumed conversions $43,587 32,230,000 $ 1.35
======= =========== ======
53
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 8 (CONTINUED)
The computation of diluted earnings per share excludes options with exercise
prices greater than the average market price. During 2000, there were
3,003,000 excluded options outstanding at December 31, 2000 with exercise
prices of $11.13 to $26.63 per share. During 1999, there were 1,322,000
excluded options outstanding at December 31, 1999 with exercise prices of
$15.53 to $28.13 per share. All options to purchase shares of common stock
were included in the computation of diluted earnings per share in 1998.
NOTE 9 - SEGMENT INFORMATION
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS 131 establishes standards for the
way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers.
The Company has identified two segments: IT Services and the 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 / (loss) before income taxes,
excluding interest income, interest expense, amortization of intangibles,
restructuring charges, merger related expenses, equity in earnings of joint
venture and gain on sale of joint venture, amounting to $50.2 million, $12.6
million and $(0.9) million in 2000, 1999 and 1998, respectively. Long-term
assets include goodwill and property, plant and equipment for 2000. In
1999 and 1998 long-term assets also includes purchased software. Corporate
services, consisting of general and administrative services are provided
to the segments from a centralized location. Such costs are allocated to the
segments based on either revenue or headcount.
54
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 9 (CONTINUED)
BY LINE OF BUSINESS 2000 1999 1998
--------- --------- ---------
-----------(in thousands)-------------
REVENUE
IT Services $ 303,713 $ 429,757 $ 458,593
E-Solutions Group 141,766 104,837 56,328
--------- --------- ---------
TOTAL REVENUE $ 445,479 $ 534,594 $ 514,921
========= ========= =========
OPERATING INCOME / (LOSS)
IT Services (14,615) 47,252 69,718
E-Solutions Group (22,864) (9,055) 8,993
Corporate and other -- -- (90)
--------- --------- ---------
TOTAL OPERATING INCOME / (LOSS) $ (37,479) $ 38,197 $ 78,621
========= ========= =========
ASSETS
IT Services 131,694 179,965 151,111
E-Solutions Group 63,947 113,151 57,802
Corporate and other 73,755 54,878 87,139
--------- --------- ---------
TOTAL ASSETS $ 269,396 $ 347,994 $ 296,052
========= ========= =========
DEPRECIATION EXPENSE
IT Services 1,267 1,066 810
E-Solutions Group 3,930 1,879 681
Corporate and other 2,458 2,518 1,727
--------- --------- ---------
TOTAL DEPRECIATION $ 7,655 $ 5,463 $ 3,218
========= ========= =========
55
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 9 (CONTINUED)
BY GEOGRAPHIC AREA 2000 1999 1998
-------- -------- --------
----------(in thousands)----------
REVENUE
United States $393,060 $480,131 $476,252
Europe 26,777 26,134 23,651
Australia 3,602 757 --
Canada 22,040 27,572 15,018
-------- -------- --------
TOTAL REVENUE $445,479 $534,594 $514,921
======== ======== ========
LONG-TERM ASSETS
United States 43,398 102,562 63,478
Europe 1,462 1,623 334
Australia 35 55 --
Canada 20,411 19,636 19,494
-------- -------- --------
TOTAL LONG-TERM ASSETS $ 65,306 $123,876 $ 83,306
======== ======== ========
NOTE 10 - SAVINGS PLAN AND OTHER RETIREMENT PLANS
The Company maintains a defined contribution savings plan covering eligible
employees. The Company makes contributions up to a specific percentage of
participants' contributions. The Company contributed approximately
$1,563,000, $1,440,000 and $704,000 in 2000, 1999 and 1998, respectively.
In 1995, the Company instituted a Supplemental Executive Retirement Plan
whereby key executives are entitled to receive lump-sum payments (or, if they
elect, a ten-year payout) upon reaching the age of 65 and being in the
employment of the Company. The maximum commitment if all plan members remain
in the employment of the Company until age 65 is approximately $11.1 million.
Benefits accrue and vest based on a formula which includes total years with
the Company and total years possible until age 65. The plan is nonqualified
and not formally funded. Life insurance policies on the members are purchased
to assist in funding the cost. The deferred compensation expense is charged
to operations during the remaining service lives of the members and was
$311,000 in 2000, nil in 1999 and $285,000 in 1998.
56
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 10 (CONTINUED)
During 1999 the Company adopted an Employee Stock Purchase Plan to provide
substantially all employees who have completed one year of service an
opportunity to purchase shares of its common stock through payroll
deductions, up to 10 percent of eligible compensation. Quarterly, participant
account balances are used to purchase shares of stock at 85 percent of its
fair market value on either the first or last trading day of each calendar
quarter. A total of 500,000 shares are available for purchase under the plan.
There were 232,325 and 122,432 shares purchased under the plan in 2000 and
1999, respectively.
In addition, the Company adopted a Deferred Compensation Plan for Key
Executives that permits the individuals to defer a portion of their annual
salary or bonus for a period of at least five years. There is no effect on
the Company's operating results since any amounts deferred under the plan are
expensed in the period incurred. Amounts deferred have been included in
accrued payroll and amounted to $4.1 million and $4.0 million as of December
31, 2000 and 1999, respectively.
NOTE 11 - COMMITMENTS
LEASES
The Company leases office space under long-term operating leases expiring
through 2006. As of December 31, 2000, approximate minimum rental commitments
were as follows:
Year ending (in thousands)
2001 $7,780
2002 6,874
2003 4,849
2004 3,399
2005 2,607
Thereafter 1,967
-------
$27,476
=======
Office rentals are subject to escalations based on increases in real estate
taxes and operating expenses. Aggregate rent expense for operating leases
approximated $8,536,000, $7,500,000 and $5,136,000, in the years ended
December 31, 2000, 1999 and 1998, respectively.
57
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 12 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
For the years ended December 31, 2000 and 1999, selected quarterly financial
data is as follows:
QUARTERS
------------------------------------------------------
FIRST SECOND THIRD FOURTH
--------- --------- -------- ---------
------(in thousands, except per share data)-----------
2000
REVENUES $ 114,282 $ 118,095 $ 104,505 $ 108,597
DIRECT COSTS 83,015 79,578 75,011 75,211
SELLING, GENERAL AND
ADMINISTRATIVE 32,073 35,049 36,634 39,935
BAD DEBT EXPENSE 1,087 1,484 1,916 21,965
AMORTIZATION OF INTANGIBLES 1,776 1,680 1,662 2,316
RESTRUCTURING CHARGES/(CREDITS) -- (2,376) -- 43,904
INCOME/(LOSS) FROM OPERATIONS (3,669) 2,680 (10,718) (74,734)
INTEREST INCOME/(EXPENSE) - NET (266) (301) (373) (265)
INCOME/(LOSS) BEFORE INCOME
TAXES (3,935) 2,379 (11,091) (74,999)
INCOME TAXES (BENEFIT) (1,692) 1,023 (4,325) (24,825)
NET INCOME/(LOSS) (2,243) 1,356 (6,766) (50,174)
EARNINGS/(LOSS) PER SHARE:
BASIC $ (0.07) $ 0.04 $ (0.21) $ (1.58)
DILUTED $ (0.07) $ 0.04 $ (0.21) $ (1.58)
58
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 12 (CONTINUED)
QUARTERS
----------------------------------------------------
FIRST SECOND THIRD FOURTH
--------- --------- -------- ---------
-------(in thousands, except per share data)--------
1999
Revenues $ 138,141 $ 142,874 $ 135,061 $ 118,518
Direct costs 90,720 95,830 95,017 83,743
Selling, general and
administrative 29,180 31,850 33,609 33,080
Bad debt expense 761 1,314 224 1,068
Amortization of intangibles 1,192 1,520 1,629 1,861
Restructuring charges -- -- 6,355 --
Income/(loss) from operations 16,288 12,360 (1,773) (1,234)
Interest income/(expense) - net 266 124 (232) (161)
Income/(loss) before income taxes 16,554 12,484 (2,005) (1,395)
Income taxes/(benefit) 7,035 5,243 (842) (423)
Net income/(loss) 9,519 7,241 (1,163) (972)
Earnings/(loss) per share:
Basic 0.30 0.24 (0.04) (0.03)
Diluted 0.30 0.23 (0.04) (0.03)
59
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 13 - RESTRUCTURING CHARGES
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.
The shutdown of ESG resulted in a write down of goodwill of $7.2 million. The
closing of IT Services and E-Solutions offices resulted in the termination of
90 employees with a severance charge of $1.3 million. As of December 31,
2000, $247,000 had been paid in severance to the terminated employees. In
addition, a non-cash charge writing down goodwill of $26 million and
purchased software of $6.9 million was recorded in connection with the write
down of assets held for sale to realizable value.
Cash Non-Cash Remaining at
Recorded Charges Charges Dec. 31, 2000
-------------------------------------------------
-------------------(in thousands)----------------
Severance
-------------------------------------------------
United States $ 1,267 $ (247) $ -- $ 1,020
-------------------------------------------------
Lease Obligations:
-------------------------------------------------
United States $ 2,275 $ (675) $ -- $ 1,600
-------------------------------------------------
Write Down of Assets Held for Sale:
eB Networks 26,171 -- (26,171) --
Select 6,943 -- (6,943) --
-------------------------------------------------
Total write-down of assets held for sale $ 33,114 $ -- $(33,114) $ --
-------------------------------------------------
Write-off of ceased operations - ESG:
-------------------------------------------------
Goodwill $ 7,248 $ -- $ (7,248) $ --
-------------------------------------------------
-------------------------------------------------
Total $ 43,904 $ (922) $(40,362) $ 2,620
-------------------------------------------------
60
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
NOTE 13 - RESTRUCTURING CHARGES (CONTINUED)
During the third quarter of 1999, the Company recorded a restructuring
charge of approximately $6.4 million primarily related to the
consolidating and closing of certain facilities, generally used for Year
2000 and other legacy related services, as well as attendant reduction of
related staff levels. The provision included an accrued payment of
approximately $4.0 million relating to the future costs associated with
continuing rent and severance commitments at December 31, 1999.
During the second quarter of 2000, the Company recorded a restructuring
credit of $2.4 million. This credit resulted primarily from the earlier
than expected occupancy of two abandoned properties that were part of the
restructuring reserve and the reversal of an over accrual of employee
severance benefits due to terminated employees in the UK and Canada. The
balance remaining at December 31, 2000 includes continuing rents on two
properties with the leases terminating on 2004 and 2005 and payments due
to severance amounting to $118,000, which is shown as a component of
assets held for sale. This amount is currently in dispute regarding the
violation of a non-compete agreement with a former executive of eB
Networks.
Balance at Balance at
Recorded Paid Dec. 31, 1999 Paid Reversed Dec. 31, 2000
----------------------------(in thousands)----------------------------
----------------------------------------------------------------------
Severance:
United States $ 1,172 $(1,021) $ 151 $ (33) $ -- $ 118
Europe 1,127 (775) 352 -- (352) --
Canada 122 (89) 33 -- (33) --
----------------------------------------------------------------------
Total Severance $ 2,421 $(1,885) $ 536 $ (33) $ (385) $ 118
----------------------------------------------------------------------
Lease Obligations:
United States 3,564 (254) 3,310 $(1,203) $(1,840) $ 267
Canada 101 (25) 76 -- (76) --
----------------------------------------------------------------------
Total Lease Obligations 3,665 $ (279) $ 3,386 $(1,203) $(1,916) $ 267
----------------------------------------------------------------------
General Office Closure:
Canada $ 269 $ (188) $ 81 $ (6) $ (75) $ --
----------------------------------------------------------------------
----------------------------------------------------------------------
Total $ 6,355 $(2,352) $ 4,003 $(1,242) $(2,376) $ 385
----------------------------------------------------------------------
61
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2000, 1999 and 1998
NOTE 14 - ACQUISITIONS
On October 18, 1999, the Company acquired G. Triad Enterprises, Inc, ("G.
Triad" a New Jersey based Internet / Intranet development firm, for
approximately $14.5 million in cash and stock. The acquisition was
accounted for as a purchase. The resulting goodwill of approximately $14
million is being amortized to operations over a 20-year period.
Subsequently in 2000, the Company recorded an additional earnout of
$500,000 to goodwill based on G. Triad meeting a projected revenue target.
On May 6, 1999, the Company acquired all the common stock of Integrated
Computer Management ("ICM") a New Jersey-based solutions company that
provides technology consulting, packaged software integration, customer
software development, systems integration and advanced learning solutions,
for stock, cash and promissory notes totaling approximately $17 million.
The acquisition was accounted for as a purchase. The resulting goodwill of
approximately $15 million was being amortized to operations over a 20-year
period. Effective April 1, 2000 the assets of ICM were divided between
three divisions of the Company, G. Triad, eB Networks and IT Services.
Approximately $10 million of its net goodwill was allocated to eB Networks
and is included in the assets held for sale.
On June 1, 1999, Princeton Softech Inc. ("Princeton"), a wholly-owned
subsidiary of the Company, acquired the software products, intellectual
property rights and certain other assets of SELECT Software Tools plc
("Select"), a London-based software firm, for approximately $8 million
cash plus the assumption of certain liabilities such as severance, certain
payments due to a vendor under a contract that the Company expected to
derive no future benefit, and certain other assumed liabilities in
connection with its acquisition. These liabilities had the effect of
increasing the value of the intangible assets (purchased software) that
were acquired. The amount of such liabilities aggregated $3,100,000 of
which approximately $1,800,000 had been paid prior to December 31, 1999.
Substantially all of the accrued severance (which was for employees that
had been made redundant upon acquisition in the United Kingdom) had been
paid prior to December 31, 1999. The remaining accrued liabilities of
approximately $1,300,000 consist primarily of payments due pursuant to the
contract discussed above. The acquisition was accounted for as a purchase.
The cost of the purchased software and other intangibles approximates $12
million, and was being amortized to operations over a five-year period.
During the fourth quarter of 2000 the Company made the decision to sell
Select. The assets of Select have been written down to net realizable
value and are included in the assets held for sale.
On May 7, 1999, Princeton purchased the distribution rights in Australia held
by its former distributor, SPP. No tangible assets of SPP were acquired. The
aggregate cash purchase price was approximately $740,000 of which
approximately $672,000 was paid prior to year-end. The transaction was
accounted for using purchase accounting, and the aggregate cash purchase
price of $740,000 was allocated to distribution right which is being
amortized to operations over a 48 month period.
On April 14, 1999, Princeton purchased all of the capital stock of Unibase,
its French distributor. The aggregate cash purchase price was
approximately $1,424,000 including approximately $92,000 of fees and
expenses relating to such transaction. The transaction was accounted for
using purchase accounting. The excess of purchase price over tangible
assets acquired of approximately $1,090,000 was allocated to distribution
rights which are being amortized to operations over a 48 month period.
On September 25, 1998, the Company acquired the assets of Enterprise
Solutions Group, LLC ("ESG"), a Cincinnati, Ohio-based technology
organization that provides training and educational services as well as
consulting services for Global 1000 companies. The acquisition was
accounted for as a purchase. The total adjusted purchase price was
approximately $8,883,000 in cash and common stock which was being
amortized to operations over a 20-year period. Approximately $1,550,000
was to be paid out in two payments, approximately $1 million was paid in
January of 2000 and the remaining $550,000 was paid in January of 2001.
The Company has shut down these operations and has written off the
remaining net goodwill of $7.2 million, which is a component of the
restructure charge.
On August 4, 1998, the Company acquired the assets of RPM Consulting ("RPM"),
a Maryland based provider of network consulting services, specializing in
architecting, designing and upgrading large enterprise networks. The
subsidiary subsequently changed its name in 2000 to eB Networks. The
purchase agreement was for a combination of cash and common stock totaling
approximately $27,700,000, and two earnout payments (totaling $2.2
million) based on pretax profit margins, which were paid during 1999. The
acquisition was accounted for as a purchase and was being amortized to
operations over a 20-year period. In the fourth quarter of 2000, the
Company made the decision to sell eB Networks. The assets of eB Networks
have been written down to net realizable value and are included in the
assets held for sale,
On July 2, 1998, the Company's Canadian subsidiary acquired the net assets
of Infomatics Search Group ("ISG"), a Toronto, Canada based information
technology service firm, offering both professional staffing and career
placement services. The acquisition was accounted for as a purchase and
was being amortized to operations over a 20-year period. The total purchase
price was approximately $21,600,000 in cash. The purchase agreement includes
an earnout clause equal to two times increases in prior period adjusted
earnings (as defined in the purchase agreement) to be earned in 1999 and
2000. During 2000, the Company recorded $2.9 million as an addition to
goodwill based on meeting the earnout. There were no earnout adjustments for
1999 or 1998.
On June 24,1998, the Company acquired all of the common stock of Spargo
Consulting PLC ("Spargo"), an information technology consultancy service
provider, organized under the laws of the United Kingdom or 1,887,000
shares of Computer Horizon stock. This transaction was accounted for as a
pooling of interests and, accordingly, the consolidated financial
statements for the periods presented have been restated to include the
accounts of Spargo.
On February 27, 1998, the Company acquired all of the common stock of
Princeton Softech, Inc. ("Princeton") in exchange for 954,213 shares of
Computer Horizons stock. Princeton specializes in relational databases,
data synchronization, intelligent data migration and data management
tools, and is based in Princeton, New Jersey. This transaction was
accounted for as an immaterial pooling of interests and the results of
Princeton have been included since January 1 1998.
62
NOTE 15 - SUBSEQUENT EVENT (UNAUDITED)
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 estimated gain from the transaction is $500,000.
Total revenues for CHC International Limited for the years 2000, 1999 and
1998 were $11.3 million, $18.3 million and $21.7 million, respectively.
Computer Horizons Corp. and Subsidiaries
MARKET AND DIVIDEND INFORMATION
Years ended December 31, 2000 and 1999
The Company's common stock is quoted on the Nasdaq National Market, under
the symbol CHRZ. The range of high and low closing stock prices, as reported
by the Nasdaq National Market, for each of the quarters for the years
ended December 31, 2000 and 1999 is as follows:
2000 1999
------------------ -------------------
HIGH LOW HIGH LOW
---- --- ---- ---
Quarter
First $25.00 $13.63 $28.63 $10.63
Second 16.25 11.00 19.25 9.50
Third 13.63 6.81 14.25 10.88
Fourth 6.80 2.38 18.56 11.06
The Company plans to reinvest its earnings in future growth opportunities and,
therefore, does not anticipate paying cash dividends in the near future and has
not paid any to date. As of December 31, 2000, there were approximately 1,107
holders of record of common stock.