SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) AUGUST 28, 1996
------------------------
CAREER HORIZONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23534 22-3038096
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
177 CROSSWAYS PARK DRIVE, WOODBURY, NY 11797
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 682-1400
--------------------
This report, including exhibits, contains ______ pages numbered
sequentially from this page. The index to exhibits can be found on page
______.
ITEM 7. Financial Statements and Pro Forma Financial Information
--------------------------------------------------------
(a) Financial Statements of Businesses Acquired
Page
----
Consolidated Financial Statements of Daedalian
Group, Inc. and Subsidiaries as of April 30, 1996
and for the three months ended April 30, 1996 and 1995:
Unaudited Condensed Consolidated Balance Sheets as of
April 30, 1996 and 1995 4-5
Unaudited Condensed Consolidated Statements of Income for
the three months ended April 30, 1996 and 1995 6
Unaudited Condensed Consolidated Statements of Cash Flows for
the three months ended April 30, 1996 and 1995 7
Notes to Unaudited Condensed Consolidated Financial Statements 8
Consolidated Financial Statements of Daedalian Group, Inc. and
Subsidiaries as of January 31, 1996 and 1995 and for the years then
ended:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of January 31, 1996 and 1995
Consolidated Statements of Income for the years ended
January 31, 1996 and 1995
Consolidated Statements of Stockholders' Equity for
the years ended January 31, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended
January 31, 1996 and 1995
Notes to Consolidated Financial Statements
(b) Pro Forma Information
Unaudited Pro Forma Combined Financial Statements
Introduction to Unaudited Pro Forma Combined Financial Statements
Unaudited Pro Forma Combined Balance Sheet as of June 30, 1996
Notes to Unaudited Pro Forma Combined Balance Sheet
Unaudited Pro Forma Combined Statements of Income for the
Year ended June 30, 1995, the six months ended
December 31, 1995 and the six months ended June 30, 1996
Notes to Unaudited Pro Forma Combined Statements of Income
(a) Financial Statements of Businesses Acquired
------------------------------------------------
DAEDALIAN GROUP, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
APRIL 30,
---------------------------
1996 1995
----------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 592,864 $270,580
Accounts receivable, net of
allowance of $45,000 and $18,000 4,357,359 3,647,100
Prepaid expenses 263,032 56,991
Deferred income taxes 50,629 50,629
Other current assets 54,076 55,830
---------- ----------
Total current assets 5,317,960 4,081,130
PROPERTY AND EQUIPMENT, Net 1,150,350 702,620
OTHER ASSETS 40,784 38,528
---------- ----------
$6,509,094 $4,822,278
========== ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
DAEDALIAN GROUP, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
APRIL 30,
1996 1995
---------- ----------
CURRENT LIABILITIES:
Notes payable, maturing within one year $1,930,000 $1,253,041
Accounts payable 282,397 205,242
Accrued wages and other expenses 2,574,782 1,667,643
---------- ----------
Total current liabilities 4,787,179 3,125,926
NOTES PAYABLE, NET OF CURRENT MATURITIES 382,155 391,107
DEFERRED INCOME TAX 16,380 ----
---------- ----------
Total liabilities 5,185,714 3,517,033
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.10 par value;
5,000,000 shares
authorized; 2,000,000 shares
issued and outstanding 3,500 3,500
Retained earnings 1,319,880 1,301,745
---------- ----------
Total stockholders' equity 1,323,380 1,305,245
---------- ----------
$6,509,094 $4,822,278
========== ==========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
DAEDALIAN GROUP, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30,
----------------------------
1996 1995
---- ----
Net sales $7,407,245 $6,452,325
Cost of sales 4,832,661 4,251,737
---------- ----------
Gross Profit 2,574,584 2,200,588
Selling, general and administrative expenses 1,772,334 1,206,617
---------- ----------
Income from operations 802,250 993,971
Other income (expenses):
Interest expense (50,684) (47,730)
Other income 100 100
---------- ----------
Net income $ 751,666 $ 946,341
========== ==========
Net Income Per Share $0.38 $0.47
===== =====
Weighted average number of shares outstanding 2,000,000 2,000,000
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
DAEDALIAN GROUP, INC. and SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 30,
---------------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES $691,833 $518,870
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (196,018)
(92,541)
-------- --------
Net cash used by investing activities (196,018)
(92,541)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in notes payables (626,783)
(440,167)
-------- --------
Net cash used by financing activities (626,783)
(440,167)
-------- --------
DECREASE IN CASH AND
CASH EQUIVALENTS (130,968)
(13,838)
CASH AND CASH EQUIVALENTS,
AT BEGINNING OF PERIOD 723,832 284,418
-------- --------
CASH AND CASH EQUIVALENTS,
AT END OF PERIOD $592,864 $270,580
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
DAEDALIAN GROUP, INC. and SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with Rule 10-01 of Regulation S-X
and, accordingly, do not include all of the information and
disclosures required by generally accepted accounting principles. The
accompanying condensed consolidated financial statements have not been
audited by independent accountants in accordance with generally
accepted auditing standards, but, in the opinion of the Company, such
financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly its financial
position as of April 30, 1996 and 1995, and the results of operations
and changes in cash flows for the three months ended April 30, 1996
and 1995, and are not necessarily indicative of the results to be
expected for the full year.
In reading the interim condensed combined financial statements,
reference should be made to the summary of accounting policies and
notes to the audited financial statements of Daedalian Group, Inc. and
Subsidiary and Affiliate as of January 31, 1996 and 1995 and for the
years then ended, contained herein.
2. COMMON STOCK
On February 1, 1996, the Company and it's stockholders entered into a
Stockholders/Shareholders Agreement (the "Agreement") which provided
for the restatement of the Company's Articles of Incorporation to,
among other things, increase the authorized shares of $0.10 par value
common stock from 50,000 tp 5,000,000 shares and increase the size of
the Board of Directors from three members to four. The Agreement also
provided for the surrender of the existing 35,000 shares outstanding
in exchange for the issuance of 2,000,000 shares of the Company's
$0.10 par value common stock. All share and per share data presented
as of April 30, 1996 and 1995 and for the three-month periods ending
April 30, 1996 and 1995 have been restated to give effect to this
exchange.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS
JANUARY 31, 1996 and 1995
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
JANUARY 31, 1996 and 1995
I N D E X
---------
PAGE
----
ACCOUNTANTS' AUDIT REPORT
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Stockholders
Daedalian Group, Inc. and Subsidiaries
Denver, Colorado 80202
We have audited the accompanying consolidated balance sheets of Daedalian
Group, Inc. and Subsidiaries as of January 31, 1996 and 1995 and the
related consolidated statements of income, changes in Stockholders' equity,
and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Daedalian Group, Inc. and Subsidiaries as of January 31, 1996 and 1995,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Englewood, Colorado
April 18, 1996
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 1996 and 1995
ASSETS
------
1996 1995
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 723,832 $ 284,418
Accounts receivable, trade, net of
allowance of $42,000 and $12,000,
respectively 3,854,843 3,357,639
Prepaid expenses 4,216 52,835
Other current assets 24,357 80,393
----------- -----------
TOTAL CURRENT ASSETS 4,607,248 3,775,285
PROPERTY AND EQUIPMENT, NET 1,014,333 655,121
OTHER ASSETS 44,814 38,528
----------- -----------
$ 5,666,395 $ 4,468,934
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable, maturing within-one year $2,709,669 $1,844,044
Accounts payable 361,445 512,007
Accrued wages and other expenses 1,723,326 1,382,062
Deferred income tax 19,625 115,266
----------- -----------
TOTAL CURRENT LIABILITIES 4,814,065 3,853,379
----------- -----------
LONG-TERM LIABILITIES:
Notes payable, net of current maturities 229,269 240,271
Deferred income tax 51,347 16,380
----------- -----------
280,616 256,651
----------- -----------
COMMITMENTS (NOTE 4)
STOCKHOLDERS' EQUITY:
Common stock, $.10 par value; 50,000 shares
authorized; 35,000 shares issued and
outstanding 3,500 3,500
Retained earnings 568,214 355,404
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 571,714 358,904
----------- -----------
$ 5,666,395 $ 4,468,934
=========== ===========
See accountant's audit report and notes to consolidated financial
statements.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED JANUARY 31, 1996 and 1995
1996 1995
----------------------- -----------------------
% of % of
Amount sales Amount sales
------ ----- ------ -----
NET SALES $ 27,650,115 100.0% $ 19,486,533 100.0%
COST OF SALES 19,197,543 69.4 14,054,818 72.1
------------ ----- ------------ -----
GROSS PROFIT 8,452,572 30.6 5,431,715 27.9
SELLING, GENERAL
AND
ADMINISTRATIVE
EXPENSES 8,052,262 29.2 5,335,407 27.4
------------ ----- ------------ -----
INCOME FROM
OPERATIONS 400,310 1.4 96,308 .5
------------ ----- ------------ -----
OTHER INCOME
(EXPENSE):
INTEREST
EXPENSE (151,069) (108,295)
OTHER INCOME 97,791 126,712
------------ ------------
(53,278) (.2) 18,417 .1
------------ ----- ------------ -----
INCOME BEFORE
PROVISION FOR
INCOME TAXES 347,032 1.2 114,725 .6
Provision for
income taxes 134,222 .5 34,419 .2
------------ ----- ------------ -----
NET INCOME $ 212,810 .7% $ 80,306 .4
%
============ ===== ============ =====
NET INCOME PER
SHARE $6.08 $2.29
===== =====
WEIGHTED AVERAGE
SHARES 35,000 35,000
OUTSTANDING ====== ======
See accountant's audit report and notes to consolidated financial
statements.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 31, 1996 AND 1995
COMMON STOCK
------------ RETAINED
SHARES AMOUNT EARNINGS
------ ------ --------
Balance, February 1, 1994 35,000 $3,500 $275,098
Net income 80,306
------- ------ --------
Balance 35,000 3,500 355,404
Net income 212,810
------- ------ --------
Balance, January 31, 1996 35,000 $3,500 $568,214
======= ====== ========
See accountant's audit report and notes to consolidated
financial statements.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 31, 1996 and 1995
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 212,810 $ 80,306
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 244,971 153,764
Gain on disposal assets (16,746) (6,000)
Deferred taxes (60,674) 26,714
Cash provided (used) due to changes in
assets and liabilities:
Accounts receivable - trade (497,204) (1,699,607)
Prepaid expenses 48,619 32,905
Other assets 56,036 (42,269)
Accounts payable - trade (150,562) 313,702
Accrued wages and payroll taxes (43,641) 415,970
Other accrued expenses 384,906 285,445
---------- -----------
Net cash provided (used) by
operating activities 178,515 (439,070)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture, fixtures
and equipment (606,737) (300,640)
Proceeds from sale of fixed assets 19,300 6,000
Increase in cash surrender value of
officers life
insurance (6,286) (2,643)
---------- -----------
Net cash used by investing activities (593,723) (297,283)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 1,205,779 1,345,546
Principal payments on notes payable (351,157) (484,994)
---------- -----------
Net cash provided by
financing activities 854,622 860,552
---------- -----------
Net increase in cash 439,414 124,199
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 284,418 160,219
---------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 723,832 $ 284,418
========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $151,069 $108,295
Income Taxes 53,361 54,000
See accountant's audit report and notes to consolidated
financial statements.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
ORGANIZATION AND NATURE OF OPERATIONS:
Daedalian Group, Inc., a Colorado Corporation, was
incorporated September, 1988. The Company is engaged in the
development of management information systems and provides
computer system training, support, and consulting services.
The Company conducts operations through its subsidiaries
with facilities located in Denver, Colorado; Dallas and
Houston, Texas.
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts
of Daedalian Group, Inc. and its wholly owned subsidiaries,
Berger & Co. and Berger & Co. Technology Integrators,
(collectively, the "Company"), after elimination of all
material intercompany accounts and transactions.
REVENUE RECOGNITION:
The Company recognizes revenues as services are performed.
CASH AND CASH EQUIVALENTS:
For purposes of the statement of cash flows, the Company
considers all highly liquid instruments purchased with a
maturity of three months or less to be cash equivalents.
CONCENTRATION OF CREDIT RISK:
Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of
periodic cash balances at banks in excess of the Federal
Deposit Insurance Corporation Insurance Limit of $100,000
and accounts receivable. Concentration of credit risk with
respect to accounts receivable is limited due to the
Company's large number of customers and their dispersion
across geographic regions. The Company does not generally
require collateral for its accounts receivable. No customer
accounted for 10% or more of the Company's net revenues in
fiscal years 1996 and 1995. The Company does not believe a
material risk of loss exists with respect to its financial
position at January 31, 1996.
BAD DEBTS:
Bad debts are provided for using the allowance method based
upon the Company's historical experience and evaluation of
outstanding accounts receivable at year end. Bad debt
expense was approximately $186,623 and $343,000 for fiscal
years 1996 and 1995, respectively.
DEPRECIATION AND AMORTIZATION:
Furniture, fixtures and equipment are depreciated over the
estimated useful lives of the assets ranging from three to
seven years using the straight-line method of depreciation.
Depreciation and amortization expense at January 31, 1996
and 1995 was $244,971 and $153,764, respectively.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
(CONTINUED)
DEPRECIATION AND AMORTIZATION (CONTINUED)
Leasehold improvements are amortized over the remaining life
of the lease, using the straight-line method.
Upon disposal of assets, the related cost and accumulated
depreciation are removed from the books and the resulting
gain or loss is recognized in the year of disposition.
DEFERRED TAXES:
Deferred income taxes are recognized for the tax
consequences in future years of temporary differences
between the tax bases of assets and liabilities and their
financial reporting amounts at each year end, based on
enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to effect
taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense represents the
total amount due for the period and the net change between
periods in deferred tax assets and liabilities.
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The fair value of the Company's long-term debt approximates
the carrying value based upon the borrowing rates currently
available to the Company for bank loans with similar terms
and maturities. Furthermore, the carrying value of all
other financial instruments potentially subject to valuation
risk (principally consisting of cash and cash equivalents,
accounts receivable and accounts payable) also approximated
fair value.
NOTE 2 NOTES PAYABLE
-------------
Notes payable and long-term obligations consist of the
following at January 31, 1996 and 1995:
1996 1995
-------- --------
Note payable - bank, $3,000,000
revolving line of credit, with
interest at .25% over the Bank's
prime rate (8.5% at January 31,
1996); interest payable monthly,
principal due at maturity July 19,
1996; collateralized by accounts
receivable; chattel paper, general
intangibles, instruments, proceeds
and products. The note is
personally guaranteed by the
officers of the Company. $1,600,000 $1,000,000
Note payable - bank, with interest
at 1.0% over the bank's base rate
(8.5% at January 31, 1996);
payable in monthly installments;
matures September 15, 1997;
collateralized by property and
equipment. The note is personally
guaranteed by the officers if
the Company. 223,025 356,357
Note payable - bank, with interest at
7.65%; payable in monthly
installments; matures
September 8, 1997;
collateralized by vehicle. 17,518 $ 27,956
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES PAYABLE (CONTINUED)
--------------
Unsecured notes payable to officers
due on various maturity dates
through 1997 with interest at 2%
above the Company's bank prime
interest rate, (8.5% at January
31, 1996). The notes are
subordinated to Key Bank of
Colorado bank debt. $ 930,000 $ 700,002
Note payable - installment loan,
with interest at 8.95%; payable
in monthly installments; matures
June 8, 1999; collateralized by
vehicle. 21,072
-
Note payable - bank, with interest
at 8.5%; payable in monthly
installments; matures July 18,
2000; secured by all bank
accounts maintained with the
lender as well as a vehicle. 75,837 -
Note payable - bank, with interest
at 8.5%; payable in monthly
installments; matures August 1,
2000; secured by all bank
accounts maintained with the
lender as well as a vehicle. 44,986 -
Note payable - bank, with interest
at 8.5%; payable in monthly
installments; matures January 16,
2000; secured by all bank
accounts maintained with the
lender as well as a vehicle. 26,500 -
---------- ----------
2,938,938 2,084,315
Less, current maturities 2,709,669 1,844,044
---------- ----------
$ 229,269 $ 240,271
========== ==========
Maturities of long-term debt for each of the next five years
are as follows:
Years ending January 31,
1997 $ 2,709,669
1998 133,533
1999 41,262
2000 38,658
2001 15,816
-----------
$ 2,938,938
===========
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 INCOME TAXES
------------
The components of income tax expense (benefit) are as
follows:
Years ended January 31,
1996 1995
-------- --------
Current
Federal $ 181,931 $ 2,872
State 12,965 4,833
---------- --------
194,896 7,705
---------- --------
Deferred
Federal (52,895) 22,262
State (7,779) 4,452
---------- --------
(60,674) 26,714
---------- --------
Total $ 134,222 $ 34,419
========== ========
The components of the net deferred tax liability recognized
in the accompanying balance sheet for January 31, 1996 and
1995 are as follows:
1996 1995
------------------------ ------------------------
Current Long-term Current Long-term
------- --------- ------- ---------
Deferred tax
liability $ (218,086) $ (51,347) $(165,895) $(16,380)
Deferred tax
asset 198,461 - 50,629 -
Valuation
allowance - - -
---------- --------- --------- --------
$ (19,625) $ (51,347) $(115,266) $(16,380)
========== ========= ========= ========
The types of temporary differences between the tax bases of
assets and liabilities and their financial reporting amounts
that give rise to a significant portion of the net deferred
tax liability and their approximate tax effect at January
31, 1996 and 1995 are as follows:
1996 1995
--------------------- ---------------------
Temporary Tax Temporary Tax
Difference Effect Difference Effect
---------- ------ ---------- ------
Accounts
receivable $ 709,783 $ (276,815) $ 921,347 $ (276,404)
Accounts
payable and
accrued
expenses 313,032 122,082 537,127 161,138
Section 481
adjustment
and other
items 346,431 135,108 - -
Net property
and
equipment 131,659 (51,347) 54,600 (16,380)
---------- ---------- ---------- ----------
$1,500,905 $ (70,972) $1,513,074 $ (131,646)
========== ========== ========== ==========
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 COMMITMENTS
-----------
The Company has entered into a number of noncancelable
operating leases associated with its corporate offices in
Denver and other facilities in Dallas and Houston which
expire at varying dates through November, 2002. Lease
expense aggregated $243,587 and $234,534 for fiscal years
1996 and 1995, respectively. The following is a summary of
the future minimum lease payments under the operating leases
in effect at January 31, 1996.
Year ending January 31,
-----------------------
1997 $ 341,483
1998 344,818
1999 354,670
2000 356,398
2001 327,607
-----------
$1,724,976
===========
NOTE 5 PROPERTY AND EQUIPMENT
----------------------
Property and equipment are recorded at cost and are
comprised of the following:
January 31,
-------------------
1996 1995
------- ------
Vehicles $ 289,172 $ 173,166
Office and computer equipment 937,035 649,925
Furniture and fixtures 507,084 395,692
Leasehold improvements 67,698 36,326
----------- ----------
1,800,989 1,255,109
Less, accumulated depreciation
and amortization 786,656 599,988
----------- ----------
$ 1,014,333 $ 655,121
=========== ==========
NOTE 6 USE OF ESTIMATES
----------------
The process of preparing financial statements in conformity
with generally accepted accounting principles requires the
use of estimates and assumptions regarding certain types of
assets, liabilities, revenues and expenses. Such estimates
relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement,
actual results may differ form those estimates.
The Company has accrued approximately $188,000 as the
estimated cost of its limited self-insured employee medical
benefit plan. Additionally, the Company has accrued
approximately $140,000 as the estimate for increased
insurance costs related to workers compensation and business
liability insurance. These estimates are subject to change
based upon the actual costs incurred.
DAEDALIAN GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 PROFIT SHARING PLAN
-------------------
The Company maintains a 401(k) profit-sharing plan (the
"Plan") for all full-time employees who have completed at
least one year of service and are twenty-one (21) years of
age or older. The Plan provides for the Company to match an
amount equal to 25% of the employees elective deferrals.
Additionally, the Company in its sole judgement, may
contribute an additional amount to employees as non-
elective contributions. The Company's plan contributions at
January 31, 1996 and 1995 were $73,648 and $27,304,
respectively.
NOTE 8 RELATED PARTY TRANSACTIONS
--------------------------
During fiscal years 1996 and 1995 the Company's shareholders
provided additional funds to the Company in the form of
loans. Generally, these loans are unsecured, with interest
at 2% above the Company's bank prime interest rate. The
loans mature on various dates through 1997 and are
subordinated to the Company's bank debt (See Note 2).
NOTE 9 LITIGATION
----------
No material legal proceedings to which the Company (or any
of its directors and officers in their capacities as such)
is a party or to which property of the Company is subject,
are pending and no such material proceeding is known by
management of the Company to be contemplated.
(b) Pro Forma Information
-------------------------
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The unaudited pro forma combined financial statements presented below
reflect the results of operations and financial position of the Company
after giving effect to the transactions described below and in the notes
hereto as if such transactions had occurred at July 1, 1994 for purposes of
the pro forma combined statements of income and as of December 31, 1995 for
purposes of the pro forma combined balance sheet, and give effect to the
two for one split of the Common Stock effective February 22, 1996.
The unaudited pro forma financial statements of the Company and
accompanying notes should be read in conjunction with the Consolidated
Financial Statements and notes thereto included in the Company's Annual
Report on Form 10-K, as filed with the Securities and Exchange Commission
on February 28, 1996.
Management believes that the assumptions used in preparing the unaudited
pro forma financial statements provide a reasonable basis on which to
present the pro forma financial data. The unaudited pro forma financial
statements are provided for informational purposes only and should not be
construed to be indicative of the Company's results of operations or
financial position had the transactions described below been consummated on
or as of the dates assumed, and are not intended to project the Company's
results of operations or its financial position for any future period or as
of any future date.
The unaudited pro forma combined balance sheet as of June 30, 1996 has been
prepared to reflect the financial position of the Company as if the
acquisition of the Daedalian Group, Inc. And Subsidiaries d.b.a. Berger &
Co. ("Berger"), effective August 28, 1996 had occurred on June 30, 1996.
The unaudited pro forma combined statements of income for the year ended
June 30, 1995, the six months ended December 31, 1995 and the six months
ended June 30, 1996 have been prepared to reflect the operations of the
Company as if (I) the acquisition of Programming Enterprises, Inc. d.b.a.
Mini-Systems Associates ("Mini-Systems"), effective January 2, 1996, (ii)
the acquisition of Zeitech Inc. ("Zeitech"), effective January 11, 1996,
(iii) the acquisition of the temporary services business of Management
Search, Inc. and its affiliate Temps & Co. Services, Inc. ("MSI"),
effective March 4, 1996, (iv) the acquisition of American Computer
Professionals, Inc. ("ACP"), effective April 2, 1996, (v) the acquisition
of Century Temporary Services, Inc. d.b.a. CenCor Temporary Services and
its affiliate Grant Management Company d.b.a. Le-Gals ("CenCor"), effective
April 29, 1996, (vi) the acquisition of Richard Michael Temps, Inc. and The
Richard Michael Group, Inc. ("Richard Michael"), effective April 29, 1996,
(collectively the "Acquired Companies"), and, (vii) the acquisition of WHY
Systems, Inc., effective May 15, 1996, (viii) the acquisition of Dial
Temporary, effective June 24, 1996, and (ix) the acquisition of Berger,
effective August 28, 1996 (collectively the "Acquired Companies"), and (x)
the issuance of the 7% Convertible Senior Notes Due 2002 (the "Convertible
Notes") and (xi) the Stock Offering and the application of the net proceeds
therefrom, all had occurred as of July 1, 1994.
The Mini-Systems acquisition was treated as a purchase for financial
reporting purposes. The Company acquired Mini-Systems for $28,500,000 in
cash, financed in part by the proceeds received from the offering in
October 1995 of the Convertible Notes, a portion of which proceeds at
December 31, 1995 was invested in reverse repurchase agreements. The
acquisition agreement provides for additional purchase price consideration
of up to $10,000,000 based upon Mini-Systems' results of operations over a
three-year period. Any additional consideration paid will be reported as
additional purchase price.
The Zeitech acquisition was treated as a purchase for financial reporting
purposes. The Company acquired Zeitech for $17,175,000 in cash, financed
in part by the proceeds received from the offering in October 1995 of the
Convertible Notes, a portion of which proceeds at December 31, 1995 was
invested in reverse repurchase agreements. The acquisition agreement
provides for additional purchase price consideration based upon Zeitech's
results of operations over a three-year period. Any additional
consideration paid will be reported as additional purchase price.
The MSI acquisition was treated as a purchase for financial reporting
purposes. The Company acquired MSI for $13,868,000 in cash, financed in
part by the proceeds received from the Stock Offering, plus a note payable
to the seller in the amount of $1,539,000 due September 1997.
The CenCor acquisition was treated as a purchase for financial reporting
purposes. The Company acquired CenCor for $11,792,000 in cash, financed in
part by the proceeds received from the Stock Offering. The acquisition
agreement provides for additional purchase price consideration based upon
CenCor's results of operations over a five-year period. Any additional
consideration paid will be reported as additional purchase price.
The Berger acquisition was treated as a purchase for financial reporting
purposes. The Company acquired Berger for $30,750,000 in cash, financed in
part by the proceeds received from the Stock Offering. The acquisition
agreement provides for additional purchase price consideration based upon
Berger's results of operations over a three-year period. Any additional
consideration paid will be reported as additional purchase price.
The ACP, Richard Michael, WHY and Dial A Temporary acquisitions were
treated as purchases for financial reporting purposes. The Company
acquired ACP, Richard Michael WHY and Dial A Temporary for an aggregate of
$12,965,000 in cash, financed in part by the proceeds of the Stock
Offering. The acquisition agreements provide for additional purchase price
consideration (up to a maximum of $12,000,000 in the case of Richard
Michael and up to a maximum of $5,000,000 in the case of Dial A Temporary),
based upon the respective companies' results of operations over periods
ranging from one to five years. Any additional consideration paid will be
reported as additional purchase price.
CAREER HORIZONS, INC.
Pro Forma Combined Balance Sheet
As of June 30, 1996
(unaudited)
($ in Thousands)
ASSETS
Historical
---------------------------
Career
Horizons,
Inc. Berger
----------- ------------
Current Assets:
Cash and cash equivalents
and reverse repurchase
agreements $79,531 $486
Accounts receivable, net 89,041 5,880
Due from Associated Offices,
net 38,442
Other receivables, net 1,799 8
Prepaid expenses and other 2,762 469
Deferred income taxes 4,617
--------- ---------
Total current assets 216,192 6,843
Intangible assets, net 115,687
Furniture, fixtures and 7,602 1,248
equipment, net
Other receivables, net 299
Deferred income taxes 1,197
Other assets 3,298 45
--------- ---------
$344,275 $8,136
========= =========
ASSETS
ProForma Pro
Adjustments Forma
----------- ------------
Current Assets:
Cash and cash equivalents
and reverse repurchase
agreements ($30,750)(a) $49,267
Accounts receivable, net 94,921
Due from Associated Offices,
net 38,442
Other receivables, net 1,807
Prepaid expenses and other 3,231
Deferred income taxes 4,617
--------- ---------
Total current assets (30,750) 192,285
Intangible assets, net 28,649 (b) 144,336
Furniture, fixtures and 8,850
equipment, net
Other receivables, net 299
Deferred income taxes 1,197
Other assets 3,343
--------- ---------
($2,101) $350,310
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Historical
---------------------------
Career
Horizons,
Inc. Berger
----------- ------------
Current Liabilities:
Bank overdrafts $12,259 $0
Accounts payable and accrued
liabilities 16,062 1,369
Accrued compensation and
related taxes 35,076 1,448
Notes payable 1,539 2,258
Current income taxes payable 1,774
--------- ---------
Total current liabilities 66,710 5,075
7% Convertible Senior Notes Due
2002 86,250
Other liabilities 40 388
--------- ---------
Total liabilities 153,000 5,463
--------- ---------
Stockholders' Equity:
Preferred Stock
Common Stock 177 4
Additional paid-in capital 169,510
Retained Earnings 21,643 2,669
--------- ---------
191,330 2,673
Less-treasury stock, at cost (55)
--------- ---------
Total stockholders' equity 191,275 2,673
--------- ---------
TOTAL LIABILITIES & EQUITY $344,275 $8,136
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Pro Forma Pro
Adjustments Forma
----------- ------------
Current Liabilities:
Bank overdrafts $12,259
Accounts payable and accrued
liabilities 1,500 (a) 18,931
Accrued compensation and
related taxes 36,524
Notes payable (928)(c) 2,869
Current income taxes payable 1,774
--------- ---------
Total current liabilities 572 72,357
7% Convertible Senior Notes 86,250
Due 2002
Other liabilities 428
--------- ---------
Total liabilities 572 159,035
--------- ---------
Stockholders' Equity:
Preferred Stock
Common Stock (4)(a) 177
Additional paid-in capital 169,510
Retained Earnings (2,669)(a) 21,643
--------- ---------
(2,673) 191,330
Less-treasury stock, at cost (55)
--------- ---------
Total stockholders' equity (2,673) 191,275
--------- ---------
TOTAL LIABILITIES & EQUITY ($2,101) $350,310
========= =========
CAREER HORIZONS, INC. and SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
BASIS OF RECORDING
The accompanying pro forma combined balance sheet as of June 30, 1996 gives
effect to the acquisition of Berger as if the transaction occurred on June
30, 1996. The acquisition of Berger has been accounted for using the
purchase method of accounting.
BALANCE SHEET ADJUSTMENTS
a. To record the purchase price of Berger in part with cash from the
reduction in investment in reverse repurchase agreements, as
follows, and consolidating elimination entries:
Cash paid to seller at closing $30,750
Fees and expenses 1,500
-------
Total $32,250
=======
b. Adjustment to reflect the excess of the purchase price (including
$1,500 of acquisition expenses) over the estimated fair value of
the net assets acquired in the acquisition of Berger, which has
been allocated as follows:
Purchase price $32,250
Estimated fair value of net
assets acquired (3,601)
-------
Goodwill $28,649
=======
c. To record the subtraction of notes payable not assumed from
Berger of $928.
CAREER HORIZONS, INC.
Pro Forma Combined Statements of Income
For the year ended June 30, 1995
(unaudited)
(data in thousands, except per share amounts)
HISTORICAL
Career Mini-
Horizons, Systems Zeitech,
Inc. Associates Inc.
--------- --------- --------
REVENUES $361,026 $40,364 $31,067
EXPENSES:
Cost of services 276,864 31,403 22,965
Selling, general
and administrative 48,990 5,570 5,542
Remittance to
franchisees 18,747
Other expenses, net 1,276
-------- --------- --------
Total Expenses 345,877 36,973 28,507
-------- -------- --------
Income from operations 15,149 3,391 2,560
Interest (expense)
income, net (1,803) 0 (225)
Income before minority
interest and income
taxes 13,346 3,391 2,335
Minority interest
--------- --------- --------
Income before income
taxes 13,346 3,391 2,335
(Provision) benefit
for income taxes (5,399) 22 (122)
-------- -------- ---------
NET INCOME $7,947 $3,413 $2,213
======== ======== ========
INCOME PER COMMON
SHARE $0.65
========
WEIGHTED AVERAGE
NUMBER OF SHARES 12,304
========
HISTORICAL
MSI/ Cencor/
Temps & Co. LeGals Berger
---------- --------- --------
REVENUES $51,845 $29,177 $23,651
EXPENSES:
Cost of services 34,767 21,765 16,487
Selling, general
and administrative 13,421 6,207 5,828
Remittance to
franchisees 2,926
Other expenses, net 151 (84)
-------- --------- --------
Total Expenses 51,265 27,888 22,315
-------- -------- --------
Income from operations 580 1,289 1,336
Interest (expense)
income, net (315) (218) (139)
Income before minority
interest and income
taxes 265 1,071 1,197
Minority interest (65)
--------- --------- ---------
Income before income
taxes 200 1,071 1,197
(Provision) benefit
for income taxes (104) (34)
-------- -------- ---------
NET INCOME $96 $1,071 $1,163
======== ======== ========
INCOME PER COMMON
SHARE
WEIGHTED AVERAGE
NUMBER OF SHARES
HISTORICAL
----------
Pro
All Forma Pro
Others Adjustments Forma
---------- ----------- ----------
REVENUES $13,204 ($9,810)(a) $540,524
EXPENSES:
Cost of services 7,987 412,238
Selling, general
and administrative 4,083 (4,965)(b) 78,471
3,525 (c)
(9,730)(a)
Remittance to
franchisees 21,673
Other expenses, net 1,343
-------- --------- --------
Total Expenses 12,070 (11,170) 513,725
-------- -------- --------
Income from operations 1,134 1,360 26,799
Interest (expense)
income, net 5 (3,593)(d) (6,288)
Income before minority
interest and income
taxes 1,139 (2,233) 20,511
Minority interest (65)
--------- --------- ---------
Income before income
taxes 1,139 (2,233) 20,446
(Provision) benefit
for income taxes (3,971)(e) (8,715)
893 (f)
-------- -------- --------
NET INCOME $1,139 ($5,311) $11,731
======== ======== ========
INCOME PER COMMON
SHARE (g) $0.66
========
WEIGHTED AVERAGE
NUMBER OF SHARES (g) 17,682
========
CAREER HORIZONS, INC.
Pro Forma Combined Statements of Income
For the year ended December 31, 1995
(unaudited)
(data in thousands, except per share amounts)
HISTORICAL
Career Mini-
Horizons, Systems Zeitech,
Inc. Associates Inc.
--------- --------- --------
REVENUES $201,026 $24,386 $18,106
EXPENSES:
Cost of services 153,531 18,644 13,308
Selling, general
and administrative 27,979 3,761 3,535
Remittance to
franchisees 9,254 0 0
Other expenses, net 201
-------- --------- --------
Total Expenses 190,965 22,405 16,843
-------- -------- --------
Income from operations 10,591 1,981 1,263
Interest (expense)
income, net (1,245) 0 (76)
Income before
income taxes 9,346 1,981 1,187
(Provision) benefit
for income taxes (3,662) (3) (221)
--------- --------- --------
NET INCOME $5,684 $1,978 $966
======== ======== ========
INCOME PER COMMON
SHARE $0.44
========
WEIGHTED AVERAGE
NUMBER OF SHARES 14,638
========
HISTORICAL
MSI/ Cencor/
Temps & Co. LeGals Berger
---------- --------- --------
REVENUES $26,100 $14,362 $14,285
EXPENSES:
Cost of services 18,181 10,616 10,077
Selling, general
and administrative 6,523 3,080 3,983
Remittance to
franchisees 1,549
Other expenses, net (353) 20
-------- -------- --------
Total Expenses 25,900 13,716 14,060
-------- -------- --------
Income from operations 200 646 225
Interest (expense)
income, net (193) (85) (69)
-------- -------- --------
Income before
income taxes 7 561 156
(Provision) benefit 0
for income taxes --------- --------- ---------
NET INCOME $7 $561 $156
======== ======== ========
INCOME PER COMMON
SHARE
WEIGHTED AVERAGE
NUMBER OF SHARES
HISTORICAL
----------
Pro
All Forma Pro
Others Adjustments Forma
---------- ----------- ----------
REVENUES $8,386 ($4,136)(a) $303,045
EXPENSES:
Cost of services 5,021 0 229,378
Selling, general
and administrative 2,559 (5,406)(b) 43,676
1,762 (c)
(4,100)(a)
Remittance to
franchisees 0 10,803
Other expenses, net 0 (132)
-------- --------- --------
Total Expenses 7,580 (7,744) 283,725
-------- -------- --------
Income from operations 806 3,608 19,320
Interest (expense)
income, net 4 (886)(d) (2,550)
Income before
income taxes 810 2,722 16,770
(Provision) benefit
for income taxes (2,034)(e) (7,009)
(1,089)(f)
--------- --------- --------
NET INCOME $810 ($401) $9,761
======== ======== ========
INCOME PER COMMON
SHARE (g) $0.50
========
WEIGHTED AVERAGE
NUMBER OF SHARES (g) 23,040
========
CAREER HORIZONS, INC.
Pro Forma Combined Statements of Income
For the six months ended June 30, 1996
(unaudited)
(data in thousands, except per share amounts)
HISTORICAL
Career Mini-
Horizons, Systems Zeitech,
Inc. Associates Inc.
--------- --------- --------
REVENUES $275,851
EXPENSES:
Cost of services 210,233
Selling, general
and administrative 41,637
Remittance to
franchisees 9,898
Other expenses, net 389
-------- --------- --------
Total Expenses 262,157 0 0
-------- -------- --------
Income from operations 13,694 0 0
Interest (expense)
income, net (1,802)
Income before minority
interest and income
taxes 11,892 0 0
Minority interest
--------- --------- ---------
Income before income
taxes 11,892 0 0
(Provision) benefit
for income taxes (4,578)
--------- -------- --------
NET INCOME $7,314 $0 $0
======== ======== ========
INCOME PER COMMON
SHARE $0.43
========
WEIGHTED AVERAGE
NUMBER OF SHARES 21,452
========
HISTORICAL
MSI/ Cencor/
Temps & Co. LeGals Berger
---------- --------- --------
REVENUES $4,177 $7,361 $16,123
EXPENSES:
Cost of services 3,295 5,646 10,510
Selling, general
and administrative 490 1,841 5,018
Remittance to
franchisees 243
Other expenses, net 0
-------- -------- --------
Total Expenses 4,028 7,487 15,528
-------- -------- --------
Income from operations 149 (126) 595
Interest (expense)
income, net (45) (95)
-------- -------- --------
Income before minority
interest and income
taxes 149 (171) 500
Minority interest
-------- -------- --------
Income before income
taxes 149 (171) 500
(Provision) benefit (134)
for income taxes --------- -------- ---------
NET INCOME $149 ($171) $366
======== ======== ========
INCOME PER COMMON
SHARE
WEIGHTED AVERAGE
NUMBER OF SHARES
HISTORICAL
----------
Pro
All Forma Pro
Others Adjustments Forma
---------- ----------- ----------
REVENUES $11,360 $314,872
EXPENSES:
Cost of services 8,475 238,159
Selling, general
and administrative 2,013 (452)(b) 51,353
806 (c)
Remittance to
franchisees 10,141
Other expenses, net 389
-------- --------- --------
Total Expenses 10,488 354 300,042
-------- -------- --------
Income from operations 872 (354) 14,830
Interest (expense)
income, net 1 44(d) (1,897)
Income before minority
interest and income
taxes 873 (310) 12,933
Minority interest 0
-------- -------- --------
Income before income
taxes 873 (310) 12,933
(Provision) benefit
for income taxes (520)(e) (4,974)
124 (f)
--------- --------- --------
NET INCOME $873 ($706) $7,959
======== ======== ========
INCOME PER COMMON
SHARE (g) $0.42
========
WEIGHTED AVERAGE
NUMBER OF SHARES (g) 23,245
========
CAREER HORIZONS, INC. and SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
BASIS OF RECORDING
The accompanying pro forma combined statements of income for the year ended
June 30, 1995 ("fiscal 1995"), the six months ended December 31, 1995 (the
"1995 interim period") and the six months ended June 30, 1996 give effect
to (i) the acquisitions of the Acquired Companies, (ii) the issuance by
the Company of the Convertible Notes and the application of the net
proceeds therefrom, including the payment of then outstanding indebtedness
under the Company's Senior Credit Facility, and (iii) the Stock Offering
and the application of the net proceeds therefrom, including investment in
cash and cash equivalents as if all such transactions were consummated on
July 1, 1994. The acquisitions of the Acquired Companies have been
accounted for using the purchase method of accounting.
STATEMENTS OF INCOME ADJUSTMENTS
The following pro forma adjustments were made (dollars in thousands):
a. To eliminate the results of operations of the portion of the
business not acquired from MSI consisting of revenues of $9,810 and
$4,136 and general and administrative expenses of $9,730 and $4,100
for fiscal 1995 and the 1995 interim period, respectively.
b. To reflect the elimination and/or reduction of certain non-recurring
general and administrative expenses resulting from the acquisitions
of the Acquired Companies totaling $4,965, $5,406 and $452 for
fiscal 1995, the 1995 interim period and the six months ended June
30, 1996, respectively.
c. To record the increase in amortization expense related to the
goodwill recorded under the purchase method of accounting for the
acquisitions of the Acquired Companies totaling $3,525, $1,762 and
$806 for fiscal 1995, the 1995 interim period and the six months
ended June 30, 1996, respectively.
d. To record interest expense, net, of $5,792, $1,582 and $0 in respect
of the Convertible Notes and to eliminate interest expense, net of
$2,199, $696 and $44 recorded by the Company on indebtedness under
the Senior Credit Facility for fiscal 1995, the 1995 interim period
and for the six months ended June 30, 1996, respectively.
CAREER HORIZONS, INC. and SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
STATEMENTS OF INCOME ADJUSTMENTS (CONT'D)
e. To increase the provision for income taxes on the historical results
of operations of the Acquired Companies pursuant to the provisions
of FASB #109 "Accounting for Income Taxes."
f. To record the provision for income taxes on the pro forma
adjustments based on the Company's federal and state statutory tax
rate of approximately 40%.
g. Calculation of pro forma income per common share, after giving
effect to the two for one split of the Common Stock effective
February 22, 1996, is as follows:
Six Months Six Months
Year Ended Ended Ended
June 30, 1995 December 31, 1995 June 30, 1996
------------- ----------------- -------------
Pro forma net
income . . . . $11,731 $ 9,761 $7,959
Add: Interest
expense on
Convertible
Notes, net of --(1) 1,869 1,869
tax benefit . . ------- ------- ------
$11,731 $11,630 9,828
======= ======= ======
Weighted average
number of
shares . . . . 12,304 14,638 16,484
Pro forma
adjustment to
include shares
issued in
public offering 5,378 5,378 1,793
Add: Pro forma
deemed
conversion of
Convertible --(1) 3,024 4,968
Notes . . . . . ------- ------- ------
17,682 23,040 23,245
======= ======= ======
Pro Forma Income
Per Common
Share $ .66 $ .50 $ .42
======= ======= ======
(1) Calculation of pro forma income per common share for the year
ended June 30, 1995 using the "if converted" method is
antidilutive.
Note: Assuming the Company had invested the net proceeds of the
Convertible Notes and Stock Offering into interest-bearing
cash equivalents at an interest rate of 5%, pro forma
earnings per share would have been $.80 $.56, and $.48 for
fiscal 1995, the 1995 interim period and the six months
ended December 31, 1995, respectively.
CAREER HORIZONS, INC. and SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Stock Purchase Agreement dated August 28, 1996 by and
among Career Horizons, Inc., Wayne Berger, Juan Solano,
III, Mary Turner, Drew Verret, The Juan Solano, III
Charitable Remainder Trust, the Wayne Berger Charitable
Remainder Trust and the Wayne Berger Charitable
Remainder Trust II.
23.1 Consent of Levine, Hughes & Mithuen, Inc.
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAREER HORIZONS, INC.
-------------------------
(Registrant)
Date September 11, 1996 By:/s/ Michael T. Druckman
-------------------- ----------------------------------
Michael T. Druckman
Senior Vice President,
Treasurer and Asst. Secretary
(Principal Financial and
Accounting Officer)