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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2002
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from___________to___________
Commission file number 0-7282
------
COMPUTER HORIZONS CORP.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-2638902
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
49 Old Bloomfield Avenue
Mountain Lakes, New Jersey 07046-1495
- --------------------------- --------------
(Address of principal (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)
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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. / /
Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Exchange Act Rule 12b-2). Yes /X/ No / /
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 28, 2002 was approximately $158,700,000.
The number of shares outstanding of each of the registrant's classes of
common stock as of March 26, 2003 were 30,286,125 shares.
DOCUMENTS INCORPORATED BY REFERENCE
There is incorporated herein by reference the registrant's (i) portions of
the Annual Report to Shareholders for the year ended December 3l, 2002, in Part
II of this Report and (ii) portions of the Definitive Proxy Statement for the
2003 Annual Meeting of Shareholders, expected to be filed with the Securities
and Exchange Commission on or before April 10, 2003, in Part III hereof.
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PART I
Item 1. BUSINESS
GENERAL
Computer Horizons Corp., or CHC, is a strategic human capital management
and professional services company with more than thirty-six years of experience,
specifically in information technology. As a systems integration and managed
services company, CHC enables companies to maximize technology investments. By
leveraging its IT services' business and proprietary technology through Chimes,
CHC is enabling its Global 2000 customer base to align and integrate business
planning with human resource management across an enterprise's business
functions.
The Company markets solutions to 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
proprietary Chimes technology, provides it with competitive advantages in the
information technology marketplace.
The Company's clients primarily are Global 2000 companies with significant
information technology budgets and recurring staffing needs. In 2002, the
Company provided information technology services to 905 clients. During 2002,
the Company's largest client accounted for 6% of the Company's consolidated
revenues. The Company offers its clients a broad range of business and technical
services as an outsourcer and systems integrator capable of providing complex
total solutions. This total solutions approach comprises proprietary software
and tools, proven processes and methodologies, tested project management
practices and resource management and procurement programs.
The Company offers global technology services and solutions, which are
divided into three divisions; (1) IT Services, (2) Solutions and (3) Chimes.
(1) IT Services: CHC's IT Services Group provides highly skilled software
professionals to augment the internal information management staffs of major
corporations. The Company offers its clients a just-in-time solution to supply
their staffing needs from among the Company's over 1,500 IT professionals.
Customers are serviced through the Company's branch network of offices in the
United States and Canada, and virtually through Chimes.
(2) Solutions: CHC Solutions Group (including CHC Healthcare Solutions and
CHC's training/education practice) is an e-Business Solutions provider, enabling
enterprises to build business-critical and highly scalable solutions. The
Company offers a comprehensive list of integrated solutions including e-business
strategy and assessment; HIPAA compliance; on shore, near-shore and offshore
outsourcing; e-procurement solutions for human capital; enterprise network
management; web architecture design; hosting and integration; application
development; customer relationship management (CRM); project management; systems
integration; networking services and education/training.
(2a) 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 outsourcing centers onshore,
near-shore in Montreal and offshore in Chennai, India 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.
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(2b) CHC Healthcare Solutions, LLC: CHC Healthcare Solutions was
formed, in 2002, as a consortium of Computer Horizons Corp. and a healthcare
consulting firm, ZA Consulting, LLC. CHC Healthcare Solutions, reported under
CHC Solutions, offers services and solutions to the healthcare vertical from an
operational, compliance, and technology viewpoint.
(2c) Education/Training: 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 Global 2000 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.
(2d) Software Products: Princeton Softech, Inc. a wholly-owned
subsidiary of the Company which was sold March 25, 2002, was a software products
company that delivered leveraging technologies for enterprise-scale solutions.
(2e) Enterprise Network Management: eB Networks, Inc., a wholly-owned
subsidiary of the Company which was sold September 10, 2001, was a company
specializing in building and implementing strategic network infrastructure to
assist companies in achieving e-Business objectives.
(3) Chimes: Chimes, Inc., a wholly-owned subsidiary of CHC, provides
workforce procurement and management services to Global 2000 companies. Through
scalable, web-based software, Chimes administers the hiring cycle to identify,
leverage and manage the enterprise-wide spend on human capital. Chimes'
portfolio of services addresses contingent hiring (CVM), full-time hiring (CAM),
program management (RPM) and consolidated time sheet and expense processing
(CTE).
PERSONNEL
As of December 3l, 2002, the Company had a staff of 2,800, including
approximately 2,100 IT professionals and 200 Chimes payrolled consultants. The
Company devotes significant resources to recruitment of qualified professionals
and provides continuing in-house training and education, and a career path
management development program within the Company.
COMPETITION
The Company competes in the commercial information technology services
market which is highly competitive and served by numerous firms, many of which
serve only their respective local markets. The market includes participants in a
variety of market segments, including systems consulting and integration firms,
professional services companies, application software firms, temporary
employment agencies, the professional service groups of computer equipment
companies, facilities management and management information systems or MIS
outsourcing companies, certain accounting firms, and general management
consulting firms. The Company's competitors also include companies such as
Analysts International Corp., CIBER, Inc., Computer Task Group Inc., iGATE Corp.
and Covansys Corp. 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
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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's internet website address is www.computerhorizons.com. The
Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act are available free of charge
through our website as soon as reasonably practicable after they are
electronically filed with, or furnished to, the Securities and Exchange
Commission.
Item 2. PROPERTIES
The Company's Corporate and Financial Headquarters, as well as its Eastern
Regional Office, comprising approximately 63,000 square feet of general
office space, are located at 49 Old Bloomfield Avenue, Mountain Lakes, New
Jersey. The Mountain Lakes lease is for a term expiring December 31, 2003, at
a current annual rental of approximately $1,400,000. As of December 3l, 2002,
the Company also maintained other office facilities, which are shared between
the IT Services and Solutions business segments, in California, Connecticut,
Florida, Georgia, Illinois, Indiana, Michigan, Minnesota, New Jersey, New
York, Ohio, Tennessee, Texas, and Washington as well as international
operations located in Europe and Canada, with an aggregate of approximately
262,000 square feet. Chimes maintains office facilities in California,
Illinois, Michigan, Minnesota and New Jersey. The leases for all of these
office facilities are at a current annual aggregate rental of approximately
$4,400,000. These leases expire at various times with no lease commitment
longer than March 15, 2008.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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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 as of the filing date of the document.
<Table>
<Caption>
PERIOD
NAME AGE TITLE POSITION HELD
- ---- --- ----- -------------
William J. Murphy 58 President and CEO 2003 - Present
Director 1999 - Present
Executive Vice President
and Chief Financial Officer 1997 - 2003
Michael J. Shea 42 Chief Financial Officer 2003 - Present
Vice President 1996 - Present
Controller 1995 - 2003
Kristin Evins 35 Controller 2003 - Present
Assistant Controller 2001 - 2003
Manager of Financial Reporting 2000 - 2001
</Table>
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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, 2002 and 2001 is as follows:
<Table>
<Caption>
2002 2001
High Low High Low
------ ------ ------ ------
Quarter
First $ 4.19 $ 3.11 $ 5.19 $ 2.19
Second 4.87 3.65 4.08 2.00
Third 4.65 3.40 4.49 2.53
Fourth 4.00 2.95 3.32 2.50
</Table>
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 March 26, 2003, there were approximately
1,051 registered holders of common stock, per the Company's transfer agent.
Information concerning the Company's equity compensation plans is shown
under Item 12 - Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
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Item 6. SELECTED FINANCIAL DATA
Consolidated Statement of Operations Data:
<Table>
<Caption>
December 31,
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
--------(dollar amounts in thousands, except per share data)--------
Revenues $ 297,115 $ 400,784 $ 445,479 $ 534,594 $ 514,921
Costs and expenses:
Direct costs 216,181 281,576 312,815 365,310 326,795
Selling, general and administrative 86,347 125,435 143,691 127,720 107,829
Bad debt expense 4,996 3,397 26,452 3,367 1,676
Amortization of intangibles -- 2,695 7,434 6,202 3,530
Restructuring charges 2,515 6,521 41,528 6,355 --
Merger-related expenses -- -- -- -- 4,272
------------ ------------ ------------ ------------ ------------
Income / (loss) from operations (12,924) (18,840) (86,441) 25,640 70,819
------------ ------------ ------------ ------------ ------------
Other income / (expense):
Gain/(loss) on sale of assets 5,890 (3,197) -- -- --
Net (loss) / gain on investments (61) 90 -- -- --
Interest income 928 2,293 620 1,353 5,334
Interest expense (174) (1,944) (1,825) (1,355) (750)
Equity in net earnings of joint venture -- -- -- -- (90)
Gain on sale of joint venture -- -- -- -- 4,180
------------ ------------ ------------ ------------ ------------
Income / (loss) before income taxes (6,341) (21,598) (87,646) 25,638 79,493
Income taxes / (benefit) 1,869 (7,148) (29,819) 11,013 35,906
------------ ------------ ------------ ------------ ------------
Income / (loss) before cumulative effect
of change in accounting principle (8,210) (14,450) (57,827) 14,625 43,587
Minority interest 35 -- -- -- --
Cumulative effect of change in accounting
principle (29,861) -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income / (loss) $ (38,036) $ (14,450) $ (57,827) $ 14,625 $ 43,587
============ ============ ============ ============ ============
Earnings / (loss) per share:
Basic $ (1.22) $ (0.45) $ (1.83) $ 0.47 $ 1.41
============ ============ ============ ============ ============
Diluted $ (1.22) $ (0.45) $ (1.83) $ 0.46 $ 1.35
============ ============ ============ ============ ============
Weighted average number of shares
outstanding:
Basic 31,243,000 31,911,000 31,656,000 30,940,000 30,925,000
============ ============ ============ ============ ============
Diluted 31,243,000 31,911,000 31,656,000 31,647,000 32,230,000
============ ============ ============ ============ ============
</Table>
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Item 6. SELECTED FINANCIAL DATA (CONTINUED)
<Table>
<Caption>
December 31,
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
--------(dollar amounts in thousands, except per share data)--------
Analysis (%)
Revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Gross margin 27.2 29.7 29.8 31.7 36.6
Selling, general and administrative 29.1 31.3 32.3 23.9 20.9
Bad debt expense 1.7 0.8 5.9 0.6 0.3
Amortization of intangibles -- 0.7 1.7 1.2 0.7
Restructuring charges 0.8 1.6 9.3 1.2 --
Merger-related expenses -- -- -- -- 0.8
------------ ------------ ------------ ------------ ------------
Income / (loss) from operations (4.4) (4.7) (19.4) 4.8 13.8
Gain / (loss) on sale of assets 2.0 (0.8) -- -- --
Interest income / (expense) - net 0.3 0.1 (0.3) -- 0.9
Gain on sale of joint venture -- -- -- -- 0.8
------------ ------------ ------------ ------------ ------------
Income / (loss) before income taxes (2.1) (5.4) (19.7) 4.8 15.5
Income taxes / (benefit) 0.6 (1.8) (6.7) 2.1 7.0
Income / (loss) before cumulative effect of
change in accounting principle (2.7) (3.6) (13.0) 2.7 8.5
Cumulative effect of change in accounting
principle (10.1) -- -- -- --
------------ ------------ ------------ ------------ ------------
Net income / (loss) (12.8) (3.6) (13.0) 2.7 8.5
============ ============ ============ ============ ============
Revenue growth / (decline) YOY (25.9) (10.0) (16.7) 3.8 47.0
Net income growth / (decline)YOY (163.2) 75.0 (495.4) (66.4) 77.7
Return on equity, average (22.7) (7.3) (24.6) 5.7 20.2
Effective tax rate 29.5 33.1 34.0 43.0 45.2
Consolidated Balance Sheet Data:
At year-end
Total assets $ 193,731 $ 237,721 $ 269,396 $ 347,994 $ 296,052
Working capital 100,656 115,747 134,472 129,857 158,760
Long-term debt -- -- -- 4,100 --
Shareholders' equity 145,855 189,855 207,924 262,652 246,534
Other Data:
Stock price $ 3.27 $ 3.21 $ 2.44 $ 16.19 $ 26.63
P/E multiple N/A N/A N/A 34 19
Employees 2,800 3,313 4,186 4,149 4,834
Clients (during year) 905 879 800 785 768
Offices (worldwide) 36 52 43 50 55
</Table>
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
FORWARD-LOOKING STATEMENTS
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this document that do not
relate to present or historical conditions are "forward-looking statements"
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934, as amended.
Additional oral or written forward-looking statements may be made by the Company
from time to time, and such statements may be included in documents that are
filed with the Securities and Exchange Commission (SEC). Such forward-looking
statements involve risks and uncertainties that could cause results or outcomes
to differ materially from those expressed in such forward-looking statements.
Forward-looking statements may include, without limitation, statements relating
to the Company's plans, strategies, objectives, expectations and intentions and
are intended to be made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts,"
"intends," "possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking statements. Among
the important factors on which such statements are based are assumptions
concerning the anticipated growth of the information technology industry, the
continued need of current and prospective customers for the Company's services,
the availability of qualified professional staff, and price and wage inflation.
REVENUE GENERATING ACTIVITIES AND CRITICAL ACCOUNTING POLICIES
REVENUE GENERATING ACTIVITIES
The majority of the Company's revenues are derived from professional services
rendered in the information technology sector. The Company also owned a
stand-alone software products company, Princeton Softech Inc., or Princeton,
which accounted for less than 1% of consolidated revenues in 2002 and less than
10% of consolidated revenues in 2001. On March 25, 2002, the net assets of
Princeton were sold for a cash payment of approximately $16 million.
The Company operates its business in three basic segments, IT Services, the
Solutions Group and Chimes, Inc. The distinctions between the IT Services and
Solutions Group segments primarily relate to the management and supervision of
services performed and related gross margins. Chimes, Inc., a wholly-owned
subsidiary of CHC, provides workforce procurement and management services to
Global 2000 companies.
The IT Services business consists of providing technology consultants to large
organizations on a temporary hire basis. The consultant work is supervised and
managed by the customer. For the most recent year 2002, this segment represented
approximately 68% of total revenues. The IT Services business tends to be a
lower risk, lower gross margin business with very competitive pricing.
The Solutions Group, tends to be a higher margin, higher risk business, due to
the fact that the Company is responsible for project deliverables and other
conditions contained in statements of work and/or contracts with customers.
Virtually all projects performed by the Solutions Group are IT related and
consist of practices such as application development, outsourcing arrangements,
governments services, Health Insurance Portability and Accountability Act, or
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HIPAA, services, technology training and managed services. For the year 2002,
the Solutions Group accounted for 26% of consolidated revenue.
Chimes, Inc. is a human capital management solution that, through the use of
proprietary software and processes, manages the temporary workforce of large
organizations. During 2002, Chimes accounted for approximately 6% of total
revenues.
CRITICAL ACCOUNTING POLICIES
The most critical accounting policies used in the preparation of the Company's
financial statements are related to revenue recognition, the evaluation of
long-lived assets for impairment and the evaluation of goodwill and other
intangible assets.
REVENUE RECOGNITION
The revenue for the IT Services Group is recognized as services are rendered.
Hourly or daily rates are determined in advance and agreed to with the customer.
Time worked is documented in various forms using the applicable timekeeping
process (i.e. the client's or the Company's timekeeping systems). Revenues in
the Solutions Group are also recognized as services are performed, however,
adjustments are sometimes needed to reflect progress against milestones or
deliverables. On fixed fee engagements, revenue and gross profit adjustments are
made to reflect revisions in estimated costs and contract values. Approximately
12% and 5% of total revenue in 2002 and 2001, respectively, was generated under
fixed fee contracts.
The Company's Chimes subsidiary recognizes revenue on a net transaction fee
basis. Chimes recognizes only their fee for the service, not the aggregate
billing to the customer. The Chimes solution aggregates the temporary workforce
supply chain to the customer and renders one invoice to the customer. Chimes is
paid for this service by the supply chain in the form of a fee. The gross amount
of the customer invoicing is not considered revenue to Chimes because there is
no earnings process for the gross amount and by contract terms, Chimes is not
obligated to pay the supply chain until paid by the customer.
Princeton recognized revenue in accordance with AICPA Statement of Position 97-2
("SOP 97-2"), "Software Revenue Recognition," and AICPA Statement of Position
98-9 ("SOP 98-9"). Under SOP 97-2, the Company recognized software license
revenue when a noncancelable license agreement had been executed, fees were
fixed and determinable, the software had been delivered, and collection was
considered probable.
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
Up to and including the year ended December 31, 2001, the Company evaluated its
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicated that the carrying amount of such
assets or intangibles may not be recoverable. Recoverability of assets to be
held and used was 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 an asset
was considered to be impaired, the impairment to be recognized was measured by
the amount by which the carrying amount of the asset exceeded the fair value of
the assets. Assets to be disposed of were reported at the lower of the carrying
amount or fair value, less costs to sell.
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At the end of 2000, the Company made certain strategic decisions to realign
businesses and declared certain assets for sale or disposition. These decisions
resulted in the application of the above mentioned policy and the recording of
$40.3 million of non-cash charges in 2000 for related write-offs. As of December
31, 2002, all assets previously declared for sale were disposed of.
Effective on January 1, 2002, the Company adopted Financial Accounting Standard
No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets," ("SFAS
144"). This supercedes SFAS 121, while retaining many of the requirements of
such statement. The effect of this statement is immaterial to the Company.
GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board approved the issuance of
SFAS No. 141, "Business Combinations" and in July 2001, SFAS No. 142, "Goodwill
and Other Intangible Assets." The new standards require that all business
combinations initiated after June 30, 2001 must be accounted for under the
purchase method. In addition, all intangible assets acquired that are obtained
through contractual or legal right, or are capable of being separately sold,
transferred, licensed, rented or exchanged shall be recognized as an asset apart
from goodwill. Goodwill and intangibles with indefinite lives will no longer be
subject to amortization, but will be subject to at least an annual assessment
for impairment by applying a fair value based test. The Company adopted SFAS 142
as of January 1, 2002 and in compliance with this new regulation has
discontinued the amortization of goodwill.
During the quarter ended June 30, 2002, the Company completed the initial
valuation of the carrying value of goodwill existing at January 1, 2002. As a
result, a non-cash charge of $29.9 million, or $(0.96) per share was
retroactively recorded as the cumulative effect of an accounting change in the
six months ended June 30, 2002 statement of operations. For the year ended
December 31, 2002 the Company completed a second valuation of the carrying value
of the remaining goodwill and it was determined that no further impairment had
occurred.
The changes in the carrying amount of goodwill for the year ended December 31,
2002, are as follows (in 000's):
<Table>
<Caption>
Reporting Units Solutions It Services Education Chimes Consolidated
------------- ------------- ------------- ------------- -------------
Balance as of December 31, 2001 $ 18,864 $ 29,422 $ 439 $ -- $ 48,725
Addition to goodwill 339 -- -- -- 339
Impairment Losses -- (29,422) (439) -- (29,861)
------------- ------------- ------------- ------------- -------------
Balance as of December 31, 2002 $ 19,203 $ -- $ -- $ -- $ 19,203
============= ============= ============= ============= =============
</Table>
The reporting units are equal to, or one level below, reportable segments. The
Company engaged independent valuation consultants to assist with the
transitional goodwill impairment tests.
The fair value of each of the reporting units was calculated using the following
approaches: (i) market approach and (ii) income approach. Under the market
approach, value is estimated by comparing the performance fundamentals relating
to similar public companies' stock prices.
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Multiples are then developed of the value of the publicly traded stock to
various measures and are then applied to each reporting unit to estimate the
value of its equity. Under the income approach, value was determined using the
present value of the projected future cash flows to be generated by the
reporting unit.
The fair value conclusion of the reporting units reflects an equally blended
value of the market multiple approach and the income approach discussed above.
As a result of performing steps one and two of the goodwill impairment test, a
loss of $29.9 million was recognized and recorded as a cumulative effect of
change in accounting principle in the accompanying Consolidated Statements of
Operations. There was no income tax effect on the impairment charge as
approximately $19 million of the charge related to goodwill in foreign tax
jurisdictions where the Company believes it is more likely than not that future
taxable income in these jurisdictions will not be sufficient to realize the
related income tax benefits associated with the charge. The remaining $11
million of the charge was related primarily to goodwill that was acquired prior
to the ability to deduct goodwill for tax purposes.
The following pro forma table shows the effect of amortization expense and the
cumulative effect of change in accounting principle on the Company's net loss as
follows:
<Table>
<Caption>
Twelve Months Ended
DECEMBER 31, December 31,
2002 2001
--------------------------------------
Reported Net Loss $ (38,036) $ (14,450)
Cumulative Effect of Change in Accounting Principle 29,861 --
Amortization of Intangibles -- 2,695
--------- ---------
Adjusted Net Loss $ (8,175) $ (11,755)
========= =========
Reported Loss per Share:
Basic & Diluted $ (1.22) $ (0.45)
Adjustments for Cumulative Effect of Change in
Accounting Principle
Basic & Diluted 0.96 --
Adjustment for Amortization of Intangibles:
Basic & Diluted -- 0.08
--------- ---------
Adjusted Loss per Share:
Basic & Diluted $ (0.26) $ (0.37)
========= =========
</Table>
In November 2002, the EITF reached a consensus on Issue No. 00-21, "Accounting
for Revenue Arrangements with Multiple Deliverables." This Issue provides
guidance on when and how to separate elements of an arrangement that may involve
the delivery or performance of multiple products, services and rights to use
assets into separate units of accounting. The guidance in the consensus is
effective for revenue arrangements entered into in fiscal periods beginning
after
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June 15, 2003. The transition provision allows either prospective application or
a cumulative effect adjustment upon adoption. The Company is currently
evaluating the impact of adopting this guidance.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
REVENUES
Revenues decreased to $297.1 million in the year ended December 31, 2002 from
$400.8 million in the year ended December 31, 2001, a decrease of $103.7
million, or 25.9%. Solutions Group revenues, including business units held for
sale decreased to $79.3 million in the year ended December 31, 2002 from $116.9
million in the year ended December 31, 2001, a decrease of $37.6 million or
32.2%. The decrease in Solutions Group revenue is primarily attributable to the
decline experienced by the business units held for sale. Solutions Group
revenue, excluding the operations of units held for sale remained flat at $76.4
million in the year ended December 31, 2002 and December 31, 2001, respectively.
IT Services revenues decreased to $201.3 million in the year ended December 31,
2002 from $274.4 million in the year ended December 31, 2001, a decrease of
$73.1 million or 26.6%. The decrease in IT Services revenue of $73.1 million is
the result of continued decreases in the demand for temporary technology
workers, the trend of companies to outsource technology jobs offshore, the
impact of pricing decreases by customers and the lagging economy. The Company
does not anticipate any growth during 2003 in IT Services from the year-end 2002
headcount levels unless the economy recovers and IT spending increases.
Chimes revenue increased to $16.5 million in the year ended December 31, 2002,
from $9.5 million in the year ended December 31, 2001, an increase of $7
million, or 73.7%.
DIRECT COSTS
Direct costs decreased to $216.2 million in the year ended December 31, 2002
from $281.6 million in the year ended December 31, 2001. Gross margin decreased
to 27.2% in the year ended December 31, 2002 from 29.7% in the year ended
December 31, 2001.
Excluding assets held for sale direct costs decreased to $215.7 million in the
year ended December 31, 2002 from $268.0 million in the year ended December 31,
2001. Gross margin increased to 26.7% in the year ended December 31, 2002 from
25.6% in the year ended December 31, 2001.
The Company's margins are subject to fluctuation due to a number of factors,
including the level of salary and other compensation necessary to attract and
retain qualified technical personnel.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general and administrative expenses (excluding amortization expense and
restructuring charges) decreased to $91.3 million in the year ended December 31,
2002 from $128.8 million in the year ended December 31, 2001, a decrease of
$37.5 million or 29.1%.
Selling, general and administrative expenses (excluding assets held for sale,
amortization expense and restructuring charges) decreased to $87.0 million in
the year ended December 31, 2002 from $95.2 million in the year ended December
31, 2001, a decrease of $8.2 million or 8.6%.
14
<Page>
The decrease in selling, general and administrative expenses was primarily
attributable to cost reductions in the IT Services group, the Solutions group
and Corporate, offset by increases in Chimes as the Company continues to invest
in this subsidiary.
RESTRUCTURING CHARGES / (CREDITS)
During the fourth quarter of 2002, the Company recorded a restructuring charge
of $2.8 million pertaining to 2002 office closings, along with a reversal of
$332,000 of the previously recorded restructure reserves pertaining to lease
buyouts and severance adjustments.
During the fourth quarter of 2001, the Company recorded a restructuring charge
adjustment of $1.0 million primarily due to the termination, by the sublessee,
of the sublease contracts for closed offices included in the 1999 restructure
charge. Since the sublessee defaulted on the rent payments, it was necessary to
restore the Company's liability for the remaining lease obligations. In the
second quarter of 2001, the Company recorded $5.5 million in restructuring
expense to reduce the carrying amount of eB Networks to the estimated net
realizable value.
INCOME / (LOSS) FROM OPERATIONS
The Company's loss from operations, excluding restructuring charges and
gain/(loss) on sale of assets in both years and amortization expense in 2001,
totaled $10.4 million in the year ended December 31, 2002, a decline of $0.8
million or 8.3%, from a loss of $9.6 million in the year ended December 31,
2001. The composition of the operating loss of $10.4 million included a loss of
$2.2 million in IT Services, profit of $748,000 in the Solutions Group and a
loss of $8.9 million in Chimes. This compares to the operating loss of $9.6
million in the year ended December 31, 2001, consisting of profit of $7.7
million in IT Services, loss of $7.2 million in the Solutions Group and loss of
$10.1 million in Chimes. Operating margins, excluding restructuring charges and
gain/(loss) on sale of assets in both years and amortization expense in 2001,
were a loss of 3.5% in the year ended December 31, 2002 as compared to a loss of
2.4% in the year ended December 31, 2001.
The Company's loss from operations, excluding assets held for sale,
restructuring charges and gain/(loss) on sale of assets in both years and
amortization expense in 2001, totaled $8.5 million in the year ended December
31, 2002, a decline of $5.6 million or 193.1%, from a loss of $2.9 million in
the year ended December 31, 2001. The composition of the operating loss of $8.5
million included a loss of $2.4 million in IT Services, profit of $2.8
million in the Solutions Group and a loss of $8.9 million in Chimes. This
compares to the operating loss of $2.9 million in the year ended December 31,
2001, consisting of profit of $5.7 million in IT Services, profit of $1.5
million in the Solutions Group and loss of $10.1 million in Chimes. Operating
margins, excluding restructuring charges and gain/(loss) on sale of assets in
both years and amortization expense in 2001, were a loss of 2.9% in the year
ended December 31, 2002 as compared to a loss of 0.8% in the year ended
December 31, 2001.
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, 2002, other income increased to $6.6 million
from other expense of $2.8 million in the year ended December 31, 2001. This
increase in other income
15
<Page>
was primarily attributable to gains on sale of assets held for sale (Spargo, Eb
Networks, Princeton and ICM Education) and interest income versus the loss on
sale of assets (Eb Networks offset in part by the gain on the sale of ICM
Education and Spargo) in 2001.
PROVISION FOR INCOME TAXES
The effective tax rate for Federal, state, and local income taxes was 29.5% for
the year ended December 31, 2002, and a tax benefit rate of 33.1% in the year
ended December 31, 2001. The primary reason for the change in the effective tax
rate in 2002 was the establishment of a valuation allowance of state deferred
tax assets. A review of all available positive and negative evidence was
conducted by the Company, including the Company's current and past performance,
the market environment in which the company operates, and the length of
carryback and carryforward periods. In January 2003, the Company received a
federal income tax refund of $20 million, resulting from the Economic Stimulus
Act of 2002 (see Note 8).
NET INCOME / (LOSS)
The Company recorded a net loss of $38.0 million in the year ended December 31,
2002, a decline of $23.5 million or 162.1% from net loss of $14.5 million in the
year ended December 31, 2001. Net loss per share (diluted) totaled $1.22 in the
year ended December 31, 2002 from net loss per share (diluted) of $0.45 in the
year ended December 31, 2001. The net loss in 2002 includes the cumulative
effect of change in accounting principle of $29.9 million, or $0.96 per share
and differences in the effective tax rate primarily relating to the recording of
a valuation allowance in the Company's state deferred tax assets of
approximately $4.0 million, or $0.13 per share. The effect of restructuring
charges, operations of assets held for sale, gain on sale of assets, cumulative
effect of change in accounting principle and the valuation allowance on deferred
tax assets amounted to $1.06 loss per share, net of taxes, in 2002. The effect
of restructuring charges, loss on sale of assets, amortization expense and the
operations of the assets held for sale amounted to $0.40 loss per share, net of
taxes, in 2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
REVENUES
Revenues decreased to $400.8 million in the year ended December 31, 2001 from
$445.5 million in the year ended December 31, 2000, a decrease of $44.7 million,
or 10.0%. Solutions Group revenues, including business units held for sale
decreased to $126.4 million in the year ended December 31, 2001 from $141.8
million in the year ended December 31, 2000, a decrease of $15.4 million or
10.9%. Chimes was not a separate line of business in 2000 because the stand
alone operations were not identifiable. Chimes is included in the Solutions
Group in 2000. The decrease in Solutions Group revenue is primarily attributable
to the decline experienced by the business units held for sale. Solutions Group
revenue, excluding the operations of units held for sale increased to $85.9
million in the year ended December 31, 2001 from $60.0 million in the year ended
December 31, 2000, an increase of $25.9 million or 43.2%. IT Services revenues
decreased to $274.4 million in the year ended December 31, 2001 from $303.7
million in the year ended December 31, 2000, a decrease of $29.3 million or
9.6%. The decrease in IT Services revenue of $29.3 million is the result of
continued decreases in the demand for temporary technology workers, the impact
of pricing decreases by customers and the lagging economy.
16
<Page>
DIRECT COSTS
Direct costs decreased to $281.6 million in the year ended December 31, 2001
from $312.8 million in the year ended December 31, 2000. Gross margin remained
essentially flat at 29.7% in the year ended December 31, 2001 from 29.8% in the
year ended December 31, 2000.
Direct costs, excluding assets held for sale, decreased to $268.0 million in the
year ended December 31, 2001 from $275.6 million in the year ended December 31,
2000. Gross margin increased to 25.6% in the year ended December 31, 2001 from
24.2% in the year ended December 31, 2000.
The Company's margins are subject to fluctuation due to a number of factors,
including the level of salary and other compensation necessary to attract and
retain qualified technical personnel.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general and administrative expenses (excluding bad debt expense,
amortization expense and restructuring charges) decreased to $125.4 million in
the year ended December 31, 2001 from $143.7 million in the year ended December
31, 2000, a decrease of $18.3 million or 12.7%.
Selling, general and administrative expenses (excluding assets held for sale,
bad debt expense, amortization expense and restructuring charges) decreased to
$91.9 million in the year ended December 31, 2001 from $93.4 million in the year
ended December 31, 2000, a decrease of $1.5 million or 1.6%.
The decrease in selling, general and administrative expenses was primarily
attributable to cost reductions in the IT Services group and Corporate, offset
by increases in Chimes as the Company continues to invest in this subsidiary.
BAD DEBT EXPENSE
Bad debt expense decreased to $3.4 million in the year ended December 31, 2001
from $26.5 million in the year ended December 31, 2000, a decrease of $23.1
million. The 2000 bad debt expense 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 decreased to $2.7 million in the year ended December
31, 2001 from $7.4 million in the year ended December 31, 2000, a decrease of
$4.7 million or 63.5%. This decrease in amortization expense was due to the
reduction of intangibles related to the assets held for sale.
RESTRUCTURING CHARGES / (CREDITS)
During the fourth quarter of 2001, the Company recorded a restructuring charge
adjustment of $1.0 million primarily due to the termination, by the sublessee,
of the sublease contracts for closed offices included in the 1999 restructure
charge. Since the sublessee defaulted on the rent
17
<Page>
payments, it was necessary to restore the Company's liability for the remaining
lease obligations. In the second quarter of 2001, the Company recorded $5.5
million in restructuring expense to reduce the carrying amount of eB Networks to
the estimated net realizable value.
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.
INCOME / (LOSS) FROM OPERATIONS
Income / (loss) from operations, excluding restructuring charges and bad debt
expense, improved to a loss of $8.9 million in the year ended December 31, 2001
from a loss of $18.5 million in the year ended December 31, 2000, an improvement
of $9.6 million or 51.9%. Operating margins, excluding restructuring charges and
bad debt expense, improved to a loss of 2.2% in the year ended December 31, 2001
from a loss of 4.1% in the year ended December 31, 2000.
Income / (loss) from operations, excluding assets held for sale, restructuring
charges and bad debt expense, improved to income of $417,000 in the year ended
December 31, 2001 from a loss of $5.3 million in the year ended December 31,
2000, an improvement of $5.7 million or 107.9%. Operating margins, excluding
restructuring charges and bad debt expense, improved to income of 0.1% in the
year ended December 31, 2001 from a loss of 1.4% in the year ended December 31,
2000.
The improvement was primarily due to decreased SG&A expenses. 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, 2001, other expense increased to $2.8 million.
This increase in other expenses was primarily due to the loss on sale of assets,
partially offset by higher interest income on investments and a stock
distribution received on the demutualization of the Company's previous group
health provider of $1.5 million.
PROVISION FOR INCOME TAXES
The effective tax rate for Federal, state, and local income taxes was 33.1% and
34.0% in the years ended December 31, 2001 and 2000, respectively.
NET INCOME / (LOSS)
Net income / (loss) improved to a loss of $14.5 million in the year ended
December 31, 2001 from net loss of $57.8 million in the year ended December 31,
2000, an improvement of $43.3 million or 74.9%. Net loss per share (diluted)
improved to $0.45 in the year ended December 31, 2001 from net loss per share
(diluted) of $1.83 in the year ended December 31, 2000. The effect of
restructuring charges and the operations of the assets held for sale amounted to
$0.34 loss per share, net of taxes, in 2001. The effect of the bad debt special
charge, restructuring charges and operations of assets held for sale amounted to
$1.62 loss per share, net of taxes, in 2000.
18
<Page>
LIQUIDITY AND CAPITAL RESOURCES
Computer Horizons has historically financed 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, 2002, the Company had $100.7
million in working capital, of which $59.8 million was cash and cash
equivalents. The Company's working capital ratio at December 31, 2002 was 3.2 to
1. During the first quarter of 2002, $10 million of short-term debt was repaid
and the Company has remained debt free throughout the remainder of 2002. In
January 2003, the Company received a federal income tax refund of $20 million,
resulting from the Economic Stimulus Act of 2002. The Company may use these
additional resources to continue to buy back its stock and potentially make
acquisitions.
Net cash provided by operating activities for the years ended December 31, 2002,
December 31, 2001 and December 31, 2000 totaled $20.7 million, $31.9 million and
$9.9 million, respectively. In 2002, this was primarily attributable to a
reduction in accounts receivable. In 2001, this was primarily attributable to
income tax refunds, other non-cash charges and a reduction in accounts
receivable. In 2000, it was 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
operating loss.
Net cash provided by investing activities was $13.0 million and $6.1 million for
the years ended December 31, 2002 and 2001, respectively. In both years this was
primarily attributable to cash received from the sale of assets. Net cash used
in investing activities was $9.1 million in the year ended December 31, 2000,
primarily attributable to acquisition related earnouts and the purchase of
furniture and fixtures.
For the years ended December 31, 2002 and 2001, respectively, net cash used in
financing activities was $14.6 million and $12.6 million, resulting from $10.0
million reduction of debt and $6.1 million used in the repurchase of the
Company's common stock in 2002 and from $10.7 million reduction of debt and $3.4
million used in the repurchase of the Company's common stock in 2001. 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 million of the Company's long-term debt.
On July 31, 2001, the Company entered into a secured asset-based lending
facility which replaced its two unsecured discretionary lines of credit. This
new line of credit is a three-year, $40 million facility with availability
based primarily on eligible customer receivables. The interest rate for the
first ninety days from closing was Prime plus 0.5%, thereafter the rate was
LIBOR plus 2.75% based on the unpaid principal. The borrowing base less
outstanding loans must equal or exceed $17.5 million. At the time of closing
there was a $170,000 commitment fee paid to the agent. As of December 31,
2002, the Company had no outstanding loan balance against this facility.
Based on the Company's eligible customer receivables and cash balances, $20.5
million and $24.7 million was available for borrowing as of February 28, 2003
and December 31, 2002, respectively.
The Company believes that its cash and cash equivalents, asset-based lending
facility, internally generated funds and tax refunds (received in 2003) will be
sufficient to meet its working capital needs through 2003.
19
<Page>
The Company's billed accounts receivable were $49.4 million and $76.1 million at
December 31, 2002 and December 31, 2001, respectively. Including both billed and
unbilled receivables, days sales outstanding were 76 days at December 31, 2002
and 88 days at December 31, 2001, based on quarterly sales.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The Company does not utilize off balance sheet financing other than operating
lease arrangements for office premises and related equipment. Leases are short
term in nature and non-capital. The following table summarizes all commitments
under contractual obligations as of December 31, 2002:
<Table>
<Caption>
Total Over 5
Amount 1 year 2-3 years 4-5 years years
--------------------------------------------------------------
------------in thousands------------
Operating Leases $ 10,606 $ 4,192 $ 5,088 $ 1,314 $ 12
Other long term 1,320 1,320 -- -- --
---------- ---------- ---------- ---------- ----------
Total Cash Obligations $ 11,926 $ 5,512 $ 5,088 $ 1,314 $ 12
========== ========== ========== ========== ==========
</Table>
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 financial statements of
international businesses 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 2002, 2001 or 2000. At December 31, 2002 the Company had
$379,000 in cash maintained in overseas financial institutions.
RECENT DEVELOPMENTS
Impact of Economic Stimulus Act on Income Tax Refund Claim
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 (the "Act")
was enacted into law. This Act contains many economic and tax incentives,
including the extension of the carryback period for losses arising in years
ending during 2001 and 2002 to five years from the previous two year carryback
rule. As a result, the Company's tax refund claim of approximately $10 million
at December 31, 2001 was increased to approximately $30 million. The additional
refund amount of $20 million was received in January 2003.
20
<Page>
Sale of Solutions UK
On February 14, 2003, the Company sold the business and net assets of Computer
Horizons e-Solutions (Europe) Limited, ("Solutions UK") to Systems Associates
Limited for 92,822 British Sterling Pounds (approximately US$ 145,500).
Purchase of Westfield - India
On January 31, 2003, the Company acquired the IT Solutions operations of Global
Business Technology Solutions (GBTS), from Alea (Bermuda) Limited, a member of
the Alea Group of companies and Westfield Services, Inc., a subsidiary of
Westfield Financial Corporation. The outsourcing facility and its IT
professionals are located in Chennai (Madras), India. This transaction was
completed for $400,000.
Stock Option Exchange Program
On January 8, 2003, the Company commenced a tender offer to its employees to
exchange stock options granted under the Company's 1994 Incentive Stock Option
and Appreciation Plan with an exercise price of $10.01 or greater for new stock
options with a new exercise price. The tender offer expired on February 10,
2003, and 1,635,526 options were accepted for exchange. Please see Item 12 on
Form 10-K - Security Ownership of Certain Beneficial Owners and Management.
Purchase of Treasury Stock
Subsequent to December 31, 2002, the Company has purchased 211,800 shares of its
common stock at an aggregate cost of approximately $694,000.
Management Changes
On March 13, 2003, John J. Cassese, the Company's CEO, President and Chairman,
informed the Board that he has taken a leave of absence as CEO and President and
resigned his position as Director and Chairman of the Board as a result of being
informed that the Justice Department obtained an indictment relating to Mr.
Cassese's June 1999 purchase and sale of an unrelated company's shares. The
Board has named William J. Murphy to the position of Acting President and CEO,
appointed Thomas J. Berry Chairman of the Board and named Michael J. Shea to the
position of acting Chief Financial Officer.
21
<Page>
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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, at December 31, 2002 the Company was
debt free.
22
<Page>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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, 2002 and 2001, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2002. 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, 2002 and 2001 and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" on January 1, 2002.
/s/ Grant Thornton LLP
- ----------------------
GRANT THORNTON LLP
Edison, New Jersey
February 25, 2003
23
<Page>
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
December 31,
----------------------------
2002 2001
------------ ------------
(in thousands, except per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 59,769 $ 41,033
Accounts receivable (Note 4) 56,616 83,564
Net assets held for sale (Note 2) -- 10,381
Deferred income taxes (Note 8) 4,557 13,030
Refundable income taxes 19,051 7,992
Other 7,219 5,238
------------ ------------
Total current assets 147,212 161,238
------------ ------------
PROPERTY AND EQUIPMENT:
Furniture, equipment and other 37,643 34,354
Less accumulated depreciation 26,626 21,881
------------ ------------
11,017 12,473
------------ ------------
OTHER ASSETS - NET:
Goodwill (Note 1) 19,203 48,725
Deferred income taxes (Note 8) 8,020 5,708
Other 8,279 9,577
------------ ------------
35,502 64,010
------------ ------------
Total Assets $ 193,731 $ 237,721
============ ============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
24
<Page>
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED BALANCE SHEETS (continued)
<Table>
<Caption>
December 31,
----------------------------
2002 2001
------------ ------------
(in thousands, except per share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 5) $ -- $ 10,000
Accrued payroll, payroll taxes and benefits 9,452 12,782
Accounts payable 10,830 15,196
Restructuring reserve (Note 14) 3,266 2,090
Tax benefit reserve (Note 8) 19,600 --
Other accrued expenses 3,408 5,423
------------ ------------
Total current liabilities 46,556 45,491
------------ ------------
Other liabilities 1,320 2,375
------------ ------------
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 33,153,107 shares at
December 31, 2002 and 2001, respectively 3,315 3,315
Additional paid-in capital 133,518 135,230
Accumulated comprehensive loss (4,306) (2,932)
Retained earnings 28,255 66,291
------------ ------------
160,782 201,904
Less shares held in treasury, at cost; 2,660,667
shares and 1,720,191 shares at December 31, 2002 and 2001,
respectively (14,927) (12,049)
------------ ------------
Total shareholders' equity 145,855 189,855
------------ ------------
Total Liabilities and Shareholders' Equity $ 193,731 $ 237,721
============ ============
</Table>
25
<Page>
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
Year Ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
(in thousands, except per share data)
Revenues $ 297,115 $ 400,784 $ 445,479
------------ ------------ ------------
COSTS AND EXPENSES:
Direct costs 216,181 281,576 312,815
Selling, general and administrative 86,347 125,435 143,691
Bad debt expense 4,996 3,397 26,452
Amortization of intangibles -- 2,695 7,434
Restructuring charges (Note 14) 2,515 6,521 41,528
------------ ------------ ------------
310,039 419,624 531,920
------------ ------------ ------------
Loss from operations (12,924) (18,840) (86,441)
------------ ------------ ------------
OTHER INCOME /(EXPENSE):
Gain / (loss) on sale of assets (Note 3) 5,890 (3,197) --
Net gain /(loss) on investments (61) 90 --
Interest income 928 2,293 620
Interest expense (174) (1,944) (1,825)
------------ ------------ ------------
6,583 (2,758) (1,205)
------------ ------------ ------------
Loss before income taxes (6,341) (21,598) (87,646)
------------ ------------ ------------
INCOME TAXES / (BENEFIT) (NOTES 1 AND 8):
Current (4,292) (10,292) (19,339)
Deferred 6,161 3,144 (10,480)
------------ ------------ ------------
1,869 (7,148) (29,819)
------------ ------------ ------------
Loss before cumulative effect of change in accounting principle (8,210) (14,450) (57,827)
Cumulative effect of change in accounting principle (Note 1) (29,861) -- --
Minority Interest 35 -- --
------------ ------------ ------------
Net Loss $ (38,036) $ (14,450) $ (57,827)
============ ============ ============
Loss per share - Basic and Diluted (Notes 1 and 9):
Before cumulative effect of change in accounting principle $ (0.26) $ (0.45) $ (1.83)
============ ============ ============
Cumulative effect of change in accounting principle $ (0.96) $ -- $ --
============ ============ ============
Net Loss $ (1.22) $ (0.45) $ (1.83)
============ ============ ============
Weighted average number of shares outstanding:
Basic and Diluted 31,243,000 31,911,000 31,656,000
============ ============ ============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
26
<Page>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Years ended December 31, 2002, 2001 and 2000
<Table>
<Caption>
Common Stock
------------
Accumulated Other
Additional Comprehensive
Shares Amount Paid-in Capital Income/(Loss)
---------- ------- --------------- --------------
---------------(dollars in thousands)---------------
BALANCE, DECEMBER 31, 1999 33,149,595 $ 3,315 $ 138,821 $ 385
---------- ------- ---------- --------
Net loss for the year
Other comprehensive loss:
Foreign currency
translation
adjustments (1,365)
Total comprehensive loss
Stock options exercised
Other issuances of common
stock 2,611
Tax benefits related to
stock option plans 64
Issuance of common stock
for purchase of assets 237
Employee stock purchase
program 296
---------- ------- --------- --------
BALANCE, DECEMBER 31, 2000 33,152,206 3,315 139,418 (980)
---------- ------- --------- --------
Net loss for the year
Other comprehensive loss:
Foreign currency
translation adjustments (1,952)
Total comprehensive loss
Stock options exercised
Other issuances of common
stock 901
Issuance of common stock
for purchase of assets (360)
Employee stock purchase
program (3,828)
Purchase of treasury shares
---------- ------- --------- --------
BALANCE, DECEMBER 31, 2001 33,153,107 3,315 135,230 (2,932)
---------- ------- --------- --------
Net loss for the year
Other comprehensive loss:
Current year unrealized
loss on serp investments (1,100)
Foreign currency
Translation
adjustments (274)
Total Comprehensive loss
Stock options exercised
Employee stock purchase
program (1,712)
Purchase of treasury shares
---------- ------ -------- -------
BALANCE, DECEMBER 31, 2002 33,153,107 $3,315 $133,518 $(4,306)
========== ====== ======== =======
<Caption>
<Page>
Treasury Stock
--------------
Retained
Earnings Shares Amount Total
---------- --------- --------- ---------
BALANCE, DECEMBER 31, 1999 $ 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)
----------
Total comprehensive loss (59,192)
Stock options exercised (171,311) (1,695) 1,695
Other issuances of common
stock
Tax benefits related to
stock option plans 64
Issuance of common stock
for purchase of assets (32,470) (266) 503
Employee stock purchase
program (232,325) (1,906) 2,202
-------- --------- -------- --------
BALANCE, DECEMBER 31, 2000 80,741 1,344,615 14,570 207,924
-------- --------- -------- --------
Net loss for the year (14,450) (14,450)
Other comprehensive loss:
Foreign currency
translation adjustments (1,952)
----------
Total comprehensive loss (16,402)
Stock options exercised (15,000) (30) 30
Other issuances of common
stock
Issuance of common stock
for purchase of assets (77,144) (633) 273
Employee stock purchase
program (643,280) (5,273) 1,445
Purchase of treasury shares 1,111,000 3,415 (3,415)
-------- --------- -------- ----------
BALANCE, DECEMBER 31, 2001 66,291 1,720,191 12,049 189,855
-------- --------- -------- ----------
Net loss for the year (38,036) (38,036)
Other comprehensive loss:
Current year unrealized
loss on serp investments (1,100)
Foreign currency
Translation
adjustments (274)
----------
Total comprehensive loss (39,410)
----------
Stock Options Exercised (265,858) (449) 449
Employee Stock Purchase
Program (405,366) (2,814) 1,102
Purchase Of Treasury Shares 1,611,700 6,141 (6,141)
-------- --------- -------- ----------
BALANCE, DECEMBER 31, 2002 $ 28,255 2,660,667 $ 14,927 $ 145,855
======== ========= ======== ==========
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
27
<Page>
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
Year Ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
---------------(in thousands)---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (38,036) $ (14,450) $ (57,827)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash provided by/(used in)
operating activities:
Deferred taxes 6,161 3,144 (10,480)
Depreciation 4,634 5,301 7,655
Amortization of intangibles -- 2,695 7,434
Provision for bad debts 4,996 3,397 26,452
Write-down of assets held for sale -- 5,473 33,114
Loss / (gain) on sale of assets (5,890) 3,197 --
Write off of goodwill 29,861 -- 7,248
Changes in assets and liabilities, net of acquisitions:
Accounts receivable 21,952 11,060 18,278
Other current assets (1,981) (2,240) (2,873)
Assets held for sale 397 5,401 (6,428)
Other assets 1,298 (474) 3,778
Refundable income taxes/benefit reserve 8,541 13,333 (12,862)
Accrued payroll, payroll taxes and benefits (4,430) (1,412) (3,261)
Accounts payable (4,366) (2,749) 1,475
Other accrued expenses (1,432) (560) (1,267)
Other liabilities (1,055) 815 (544)
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 20,650 31,931 9,892
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of furniture and equipment (3,178) (3,732) (5,607)
Proceeds received from the sale of assets 16,467 10,027 --
Changes in goodwill (339) (156) (3,496)
------------ ------------ ------------
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES 12,950 6,139 (9,103)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable - banks, net (10,000) (10,704) 1,202
Long-term debt -- -- (4,100)
Stock options exercised 449 30 1,759
Purchase of treasury shares (6,141) (3,415) --
Stock issued on employee stock purchase plan 1,102 1,445 2,202
------------ ------------ ------------
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES (14,590) (12,644) 1,063
------------ ------------ ------------
Foreign currency losses (274) (1,952) (1,365)
NET INCREASE IN CASH AND CASH EQUIVALENTS 18,736 23,474 487
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 41,033 17,559 17,072
============ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 59,769 $ 41,033 $ 17,559
============ ============ ============
</Table>
28
<Page>
Computer Horizons Corp. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<Table>
<Caption>
Year Ended December 31,
--------------------------------------------
2002 2001 2000
------------ ------------ ------------
-------------(in thousands)-------------
Supplemental disclosures of cash flow information:
Cash paid/(received) during the year for:
Interest $ (461) $ (106) $ 1,538
Income taxes (10,967) (24,097) (2,890)
Book value of assets held for sale, net of cash $ -- $ 22,116 $ 80,035
Liabilities -- 11,735 18,075
------------ ------------ ------------
Net assets held for sale before write-down, net of cash -- 10,381 61,960
Write-down of assets held for sale -- -- 33,114
------------ ------------ ------------
Net assets held for sale, net of cash $ -- $ 10,381 $ 28,846
============ ============ ============
</Table>
NON CASH ACTIVITIES:
During 2002, the Company recorded a refundable income tax and tax benefit
reserve of $19.6 million.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
29
<Page>
Computer Horizons Corp. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001 and 2000
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 2000 customer base to realize
competitive advantages through three major divisions, IT Services, Solutions and
Chimes, Inc. The IT Services division provides highly skilled software
professionals to augment the internal information management staffs of major
corporations. The Solutions division provides enterprise application services,
e-business solutions, customized Web development and Web enablement of strategic
applications, Customer Relationship Management (CRM), network services,
strategic outsourcing and managed resourcing as well as software and relational
database products. Chimes, Inc., a wholly-owned subsidiary of CHC, provides
workforce procurement and management services to Global 2000 companies.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Computer Horizons
Corp. and its wholly-owned and majority-owned subsidiaries (the "Company"). All
subsidiaries of the Company have been consolidated into these financial
statements. All material intercompany accounts and transactions have been
eliminated.
REVENUE RECOGNITION
The revenue for the IT Services Group is recognized as services are rendered.
Hourly or daily rates are determined in advance and agreed to with the customer.
Time worked is documented in various forms using the applicable timekeeping
process (i.e. the client's or the Company's timekeeping systems). Revenues in
the Solutions Group are also recognized as services are performed, however,
adjustments are sometimes needed to reflect progress against milestones or
deliverables. On fixed fee engagements, revenue and gross profit adjustments are
made to reflect revisions in estimated costs and contract values. Approximately
12% and 5% of total revenue in 2002 and 2001, respectively, was generated under
fixed fee contracts.
The Company's Chimes subsidiary recognizes revenue on a net transaction fee
basis, as services are rendered. Chimes recognizes only their fee for the
service, not the aggregate billing to the customer. The Chimes solution
aggregates the temporary workforce supply chain to the customer and renders one
invoice to the customer. Chimes is paid for this service by the supply chain in
the form of a fee. The gross amount of the customer invoicing is not considered
revenue to Chimes because there is no earnings process for the gross amount and
by contract terms, Chimes is not obligated to pay the supply chain until paid by
the customer.
30
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company's Princeton subsidiary recognized revenue in accordance with AICPA
Statement of Position 97-2 ("SOP 97-2"), "Software Revenue Recognition," and
AICPA Statement of Position 98-9 ("SOP 98-9"). Under SOP 97-2, the Company
recognized software license revenue when a noncancelable license agreement had
been executed, fees were fixed and determinable, the software had been
delivered, and collection was considered probable. Princeton Softech was sold on
March 25, 2002, (see Note 3).
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, 2002, 2001 and 2000 were $0.3 million, $0.6 million
and $0.8 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, 2002,
2001 and 2000 were $0.9 million, $5.4 million and $6.9 million, respectively.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid instruments with an original
maturity of three months or less at the time of purchase and consist of the
following at December 31:
<Table>
<Caption>
2002 2001
------------ ------------
------(in thousands)------
Cash $ 22,806 $ 19,121
Commercial paper 36,963 21,912
------------ ------------
$ 59,769 $ 41,033
============ ============
</Table>
31
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. On July 31, 2001,
amended February 14, 2003, the Company entered into a secured asset-based
lending facility which replaced its two unsecured discretionary lines of
credit. This new line of credit is a three-year, $40 million facility with
availability based primarily on eligible customer receivables. The interest
rate for the first ninety days from closing is Prime plus 0.5%, thereafter
the rate is LIBOR plus 2.75% based on the unpaid principal. The borrowing
base less outstanding loans must equal or exceed $17.5 million. At the time of
closing there was a $170,000 commitment fee paid to the agent. As of December
31, 2002, the Company had no borrowings outstanding against the facility. The
Company invests the majority of its excess cash in overnight commercial paper
of high-credit, high-quality financial institutions or companies, with
certain limitations as to the amount that can be invested in any one entity.
The Company maintains its cash balances principally in seven 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 $38,000 U.S.). There is no depository insurance in the
United Kingdom. At December 31, 2002, uninsured amounts held by the Company at
these financial institutions total approximately $59,031,000.
The Company's customers are generally very large, Global 2000 companies in many
industries and with wide geographic dispersion. The Company's largest customer
accounts for approximately 19.2% and 21.0% of billed accounts receivable at
December 31, 2002 and 2001, 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) approximates fair value
because of the short maturities currently offered to the Company.
32
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
Up to and including the year ended December 31, 2001, the Company evaluated its
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicated that the carrying amount of such
assets or intangibles may not be recoverable. Recoverability of assets to be
held and used was 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 an asset
was considered to be impaired, the impairment to be recognized was measured by
the amount by which the carrying amount of the asset exceeded the fair value of
the assets. Assets to be disposed of were reported at the lower of the carrying
amount or fair value less costs to sell.
Effective on January 1, 2002, the Company adopted Financial Accounting Standard
No. 144 "Accounting for the Impairment or Disposal of Long Lived Assets,"
("SFAS 144"). This supercedes SFAS 121, while retaining many of the requirements
of such statement. The effect of this statement is immaterial to the Company.
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 net operating loss carryovers, amortization of goodwill, 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, 2002, 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
33
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
FOREIGN CURRENCY TRANSLATION
For operations outside the United States that prepare financial statements in
currencies other than the United States dollar (Canadian dollar and British
pound), 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.
ACCOUNTS RECEIVABLE
Accounts receivable are generally due within 30 days and are stated at amounts
due from customers net of an allowance for doubtful accounts. Accounts
outstanding longer than the contractual payment terms are considered past due.
The Company determines its allowance by considering a number of factors,
including the length of time trade accounts receivable are past due, the
Company's previous loss history, the customer's current ability to pay its
obligation to the Company and the condition of the general economy and the
industry as a whole. The Company writes off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts.
GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board approved the issuance of
SFAS No. 141, "Business Combinations" and in July 2001, SFAS No. 142, "Goodwill
and Other Intangible Assets." The new standards require that all business
combinations initiated after June 30, 2001 must be accounted for under the
purchase method. In addition, all intangible assets acquired that are
obtained through contractual or legal right, or are capable of being
separately sold, transferred, licensed, rented or exchanged shall be
recognized as an asset apart from goodwill. Goodwill and intangibles with
indefinite lives will no longer be subject to amortization, but will be
subject to at least an annual assessment for impairment by applying a fair
value based test. The Company adopted SFAS 142 as of January 1, 2002 and in
compliance with this new regulation has discontinued the amortization of
goodwill.
34
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
During the quarter ended June 30, 2002, the Company completed the initial
valuation of the carrying value of goodwill existing at January 1, 2002. As a
result, a non-cash charge of $29.9 million, or $(0.96) per share was
retroactively recorded as the cumulative effect of an accounting change in the
six months ended June 30, 2002 statement of operations. For the year ended
December 31, 2002 the Company completed a second valuation of the carrying value
of the remaining goodwill and it was determined that no further impairment had
occurred. The changes in the carrying amount of goodwill for the year ended
December 31, 2002, are as follows:
<Table>
<Caption>
Reporting Units Solutions It Services Education Chimes Consolidated
--------------- --------------- --------------- --------------- ---------------
---------------------------------------in thousands--------------------------------------
Balance as of December 31, 2001 $ 18,864 $ 29,422 $ 439 $ -- $ 48,725
Additions to goodwill 339 -- -- -- 339
Impairment losses -- (29,422) (439) -- (29,861)
--------------- --------------- --------------- --------------- ---------------
Balance as of December 31, 2002 $ 19,203 $ -- $ -- $ -- $ 19,203
=============== =============== =============== =============== ===============
</Table>
35
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The reporting units are equal to, or one level below, reportable segments. The
Company engaged independent valuation consultants to assist with the
transitional goodwill impairment tests.
The fair value of each of the reporting units was calculated using the following
approaches: (i) market approach and (ii) income approach. Under the market
approach, value is estimated by comparing the performance fundamentals relating
to similar public companies' stock prices. Multiples are then developed of the
value of the publicly traded stock to various measures and are then applied to
each reporting unit to estimate the value of its equity. Under the income
approach, value was determined using the present value of the projected future
cash flows to be generated by the reporting unit.
The fair value conclusion of the reporting units reflects an equally blended
value of the market multiple approach and the income approach discussed above.
As a result of performing steps one and two of the goodwill impairment test, a
loss of $29.9 million was recognized and recorded as a cumulative effect of
change in accounting principle in the accompanying Consolidated Statements of
Operations. There was no income tax effect on the impairment charge as
approximately $19 million of the charge related to goodwill in foreign tax
jurisdictions where the Company believes it is more likely than not that future
taxable income in these jurisdictions will not be sufficient to realize the
related income tax benefits associated with the charge. The remaining $11
million of the charge was related primarily to goodwill that was acquired prior
to the ability to deduct goodwill for tax purposes.
36
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The following pro forma table shows the effect of amortization expense and the
cumulative effect of change in accounting principle on the Company's net loss as
follows:
<Table>
<Caption>
Twelve Months Ended
DECEMBER 31, December 31,
2002 2001
---------------------------------
Reported Net Loss $ (38,036) $ (14,450)
Cumulative Effect of Change in Accounting Principle 29,861 --
Amortization of Intangibles -- 2,695
--------- ---------
Adjusted Net Loss $ (8,175) $ (11,755)
========= =========
Reported Loss per Share:
Basic & Diluted $ (1.22) $ (0.45)
Adjustment for Cumulative Effect of Change in
Accounting Principle:
Basic & Diluted 0.96 --
Adjustment for Amortization of Intangibles:
Basic & Diluted -- 0.08
--------- ---------
Adjusted Loss per Share:
Basic & Diluted $ (0.26) $ (0.37)
========= =========
</Table>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board approved the issuance of
SFAS No. 146, "Accounting for Exit or Disposal Activities," ("SFAS 146"), which
supersedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The new standards
require that a liability for a cost associated with an exit or disposal
activity, including costs related to terminating a contract that is not a
capital lease and the termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is not
ongoing or an individual deferred-compensation contract, be recognized when the
liability is incurred. Previously, under Issue No. 94-3, a liability for an exit
cost was recognized at the date of an entity's commitment to an exit plan, which
may not necessarily meet the definition of a liability. SFAS 146 is effective
for exit or
37
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
disposal activities of the Company that are initiated after December 31, 2002.
The Company is currently evaluating the impact of this statement to the Company.
In December 2002, the Financial Accounting Standards Board approved the issuance
of SFAS No. 148, "Accounting for Stock-Based Compensation - Translation and
Disclosure." This statement amends FASB Statement No. 123, "Accounting for
Stock-Based Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
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," as
modified by FIN 44, "Accounting for Certain Transactions Involving Stock
Compensation," in accounting for stock-based employee compensation, whereby no
compensation cost had been recognized for the plans. The Company expects to
continue following the guidance under APB 25 for stock based compensation to
employees. 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:
<Table>
<Caption>
2002 2001 2000
-------------- -------------- --------------
Net loss As reported $ (38,036,000) $ (14,450,000) $ (57,827,000)
Deduct: Total
stock-based employee
compensation expense
determined under fair
value based method for
all awards, net of
related tax effects (3,334,000) (3,847,000) (4,068,000)
-------------- -------------- --------------
Pro forma $ (41,370,000) $ (18,297,000) $ (61,895,000)
============== ============== ==============
Earnings per share
Basic As reported $ (1.22) $ (0.45) $ (1.83)
Pro forma (1.32) (0.57) (1.96)
Diluted As reported $ (1.22) (0.45) (1.83)
Pro forma (1.32) (0.57) (1.96)
</Table>
38
<Page>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 2002, 2001 and 2000, respectively: expected
volatility of 64%, 84% and 105%; risk-free interest rates of 3.62%, 5.14% and
4.71%; and expected lives of 4.4, 8.1 and 4.5 years.
In November 2002, the EITF reached a consensus on Issue No. 00-21, "Accounting
for Revenue Arrangements with Multiple Deliverables." This Issue provides
guidance on when and how to separate elements of an arrangement that may involve
the delivery or performance of multiple products, services and rights to use
assets into separate units of accounting. The guidance in the consensus is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The transition provision allows either prospective
application or a cumulative effect adjustment upon adoption. The Company is
currently evaluating the impact of adopting this guidance.
RECLASSIFICATIONS
Certain reclassifications have been made to the 2001 and 2000 comparative
financial statements to conform to the 2002 presentation.
39
<Page>
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."
During 2001, two of the subsidiaries and Select were sold (See Note 3). During
2002, the last remaining asset held for sale, Princeton, was sold (See Note 3).
During the years ended December 31, 2002, 2001 and 2000, these respective
entities generated net losses of $1.3 million, $4.4 million and $9.3 million,
respectively including amortization expense of $3.6 million in 2000. At December
31, 2001, the assets and liabilities of the remaining subsidiary Princeton, were
classified in the consolidated balance sheet as net assets held for sale and
were included in the Solutions segment (see Note 10). Such net assets consisted
of the following:
<Table>
<Caption>
December 31,
2001
(in thousands)
Princeton
--------------
Current assets $ 19,607
Property and equipment 1,370
Other assets 1,139
--------------
Total assets 22,116
Total liabilities (11,735)
--------------
Total net assets held for sale $ 10,381
==============
</Table>
For the year ended December 31, 2002, Princeton's revenue was $2.9 million and
its loss, net of taxes, was $1.3 million.
40
<Page>
NOTE 3 - SALE OF SUBSIDIARIES
On March 25, 2002, the Company sold the net assets of Princeton Softech to Apax
Partners, Inc. and LLR Partners, for cash of $16 million, including amounts held
in escrow of $1.5 million. The gain from the transaction was initially estimated
as $3.6 million and was adjusted in the fourth quarter of 2002 to $3.2 million
due to a purchase price adjustment. The results of operations are included in
the consolidated financial statements through February 28, 2002 within the
Solutions group.
On September 10, 2001, the Company sold the assets of eB Networks to Inrange
Technologies, a storage networking company, for cash of $5.4 million, including
amounts held in escrow of $540,000. The loss from the transaction was initially
estimated as $3.2 million, which included the final write-down of related
goodwill of $2.1 million. A purchase price adjustment was recorded in the fourth
quarter of 2002 resulting in an increase to the loss of $144,000. The results of
operations are included in the consolidated financial statements through
September 10, 2001 within the Solutions group.
On August 30, 2001, the Company sold the ICM Education name to AlphaNet
Solutions, Inc., an IT professional services firm, for $0.5 million. The gain
from the transaction was $332,000. The results of operations are included in the
consolidated financial statements through August 30, 2001 within the Solutions
group. In November 2002, the Company received an additional $100,253 from
AlphaNet Solutions, Inc. relating to an earnout.
On April 17, 2001, the Company sold the SELECT Software Tools division "Select"
of Princeton Softech to Aonix, a member of the Gores Technology Group, for
approximately $895,000 including $545,000 of cash received and a note receivable
of $350,000, subsequently written off with the sale of Princeton Softech on
March 25, 2002. This sale included all the software assets and intellectual
property rights of Select and was sold at book value. The results of operations
are included in the consolidated financial statements through April 17, 2001
within the Solutions group.
On January 31, 2001, the Company sold the stock of CHC International Limited,
("Spargo"), to an information technology consultancy services provider for cash
of $3.2 million. The gain from the transaction was initially estimated as
$438,000. A purchase price adjustment of $2.7 million was recorded, in the
fourth quarter of 2002, to increase the gain after the final resolution of
outstanding accounts receivables and the termination of leases. The results of
operations for January 2001 were not material to the consolidated financial
statements.
41
<Page>
NOTE 4 - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at December 31:
<Table>
<Caption>
2002 2001
------------ ------------
-------(in thousands)------
Billed $ 49,453 $ 76,127
Unbilled 14,859 14,979
------------ ------------
64,312 91,106
Less allowance for doubtful accounts 7,696 7,542
------------ ------------
$ 56,616 $ 83,564
============ ============
</Table>
NOTE 5 - LONG-TERM DEBT AND LINES OF CREDIT
Long-term debt and lines of credit consisted of $10 million at December 31,
2001.
LINES OF CREDIT
On July 31, 2001, amended February 14, 2003, the Company entered into a secured
asset-based lending facility that replaced its two unsecured discretionary lines
of credit. This new line of credit is a three-year, $40 million facility with
availability based primarily on eligible customer receivables. The interest rate
for the first ninety days from closing was Prime plus 0.5%, thereafter the rate
was LIBOR plus 2.75% based on the unpaid principal. The borrowing base less
outstanding loans must equal or exceed $17.5 million. At the time of closing
there was a $170,000 commitment fee paid to the agent. As of December 31,
2002, the Company had no outstanding loan balance against the facility. Based
on the Company's eligible customer receivables and cash balances, $24.7
million was available for borrowing as of December 31, 2002. The fee for the
unused portion of the line of credit is 0.375% per annum charged to the
Company monthly. This charge was approximately $144,000 and $42,000 for the
years ended December 31, 2002 and 2001, respectively. This line of credit
includes covenants relating to the maintenance of cash balances and providing
for limitations on incurring obligations and spending limits on capital
expenditures.
NOTE 6 - PURCHASE OF TREASURY STOCK
In April of 2001, the Board of Directors approved the repurchase in the open
market of up to 10% of its common shares outstanding, or approximately 3.2
million shares. For the year ended December 31, 2002, the Company had
repurchased, in the open market, 1,611,700 shares of its stock at an average
price of $3.81 per share for an aggregate purchase amount of $6.1 million. For
the year ended December 31, 2001, the Company had repurchased, in the open
market, 1,111,000 shares of its stock at an average price of $3.22 per share for
an aggregate purchase amount of $3.6 million. As of December 31, 2002 the
remaining authorization for repurchase is approximately 485,000 shares.
42
<Page>
NOTE 7 - SHAREHOLDERS' EQUITY
STOCK OPTIONS
In 1994, the Company adopted a stock option plan which provides for the granting
of options, to officers and key employees, for the purchase of a maximum of
7,594,000 shares of common stock and stock appreciation rights (SARs). Options
and SARs generally expire ten 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, 2002. This plan, which replaces the
Company's 1985 Plan, will terminate on June 15, 2004. There were 2,036,000,
1,930,000 and 2,655,000 shares available for option at December 31, 2002, 2001
and 2000.
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 and was extended for three
additional years by the Board of Directors and Shareholders. There were 334,000,
384,000 and 424,000 shares available for grant at December 31, 2002, 2001 and
2000.
A summary of the status of the Company's stock option plans as of December 31,
2002, 2001 and 2000, and changes during the years ending on those dates is
presented below:
<Table>
<Caption>
2002 2001 2000
------------------------ ------------------------ ------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
(000'S) Price (000's) price (000's) price
Outstanding - January 1 4,841 $ 10.11 4,216 $ 13.05 3,600 $ 13.46
Granted 1,340 3.68 1,535 2.17 1,500 11.98
Exercised (266) 1.47 (15) 2.02 (159) 9.90
Canceled/forfeited/expired (1,388) 12.45 (895) 10.47 (725) 13.60
---------- ---------- ---------- ---------- ---------- ----------
Outstanding - December 31 4,527 7.93 4,841 10.11 4,216 13.05
========== ========== ========== ========== ========== ==========
Options exercisable - December 31 2,573 10.89 2,749 12.97 2,125 13.81
========== ========== ========== ========== ========== ==========
Weighted average fair value of
options granted during the year $ 2.72 $ 1.85 $ 9.42
</Table>
43
<Page>
NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)
The following information applies to options outstanding at December 31, 2002:
<Table>
<Caption>
Weighted
Outstanding as average Exercisable as Weighted
of December 31, remaining Weighted of December 31, average
2002 contractual average 2002 (000's) exercise
Range of exercise prices (000's) life exercise price price
$ 0.00 - $ 9.99 2,653 8.2 $ 3.14 911 $ 3.17
10.00 - 14.99 1,135 2.7 11.58 935 11.55
15.00 - 19.99 242 4.8 16.57 230 16.53
20.00 and over 497 3.4 21.21 497 21.21
--------------- ---------------
4,527 6.1 $ 7.93 2,573 $ 10.89
=============== ============= =============== =============== ===============
</Table>
Prior to 2002, certain officers had the right to borrow from the Company against
the exercise price of options exercised. As of December 31, 2002 and 2001, total
outstanding borrowings, pertaining to one officer, amounted to $100,000 which
was issued by the Company in 1999, prior to the adoption of FIN 44 and the
Sarbanes-Oxley Act of 2002.
In 2001, the Company adopted a stock option plan for its Princeton subsidiary
which provided for the granting, to Princeton key employees, of options for the
purchase of a maximum of 3,000,000 shares of Princeton common stock. These
options expire ten years from the date of grant and become exercisable in two
years. As of the date of the sale of Princeton, the stock option plan was
terminated.
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 2002,
2001 or 2000. The exercise price is the fair value at the date of grant. As of
December 31, 2002, 29,375 warrants were outstanding. There were no warrants
exercised in 2002, 2001 or 2000.
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-thousandth (1/1000) of
a share of Series A preferred stock at an exercise price of $90.00 per one
one-thousandth (1/1000) share, subject to adjustment. Each one one-thousandth
(1/1000) 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 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.
44
<Page>
NOTE 7 - SHAREHOLDERS' EQUITY (CONTINUED)
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.
NOTE 8 - INCOME TAXES
The following is a geographical breakdown of the Company's loss before taxes:
<Table>
<Caption>
Year Ended December 31,
2002 2001 2000
--------- ----------- -----------
-----------------(in thousands)--------------------
Domestic $ (6,005) $ (20,679) $ (85,463)
Foreign (336) (919) (2,183)
--------- ----------- -----------
$ (6,341) $ (21,598) $ (87,646)
========= =========== ===========
</Table>
45
<Page>
NOTE 8 - INCOME TAXES (CONTINUED)
The provision for income taxes/(benefit) consists of the following for the years
ended December 31:
<Table>
<Caption>
2002 2001 2000
--------- ---------- ----------
-----------------(in thousands)------------------
Current
Federal $ (4,993) $ (10,032) $ (18,775)
State 701 (280) (662)
Foreign -- 20 98
--------- ---------- ----------
Total current (4,292) (10,292) (19,339)
Deferred
Federal 819 3,501 (7,736)
State 5,342 (508) (5,079)
Foreign -- 151 2,335
--------- ---------- ----------
Total deferred 6,161 3,144 (10,480)
--------- ---------- ----------
$ 1,869 $ (7,148) $ (29,819)
========= ========== ==========
</Table>
Refundable income taxes result primarily from net operating loss carrybacks.
46
<Page>
NOTE 8 - INCOME TAXES (Continued)
Deferred tax assets and liabilities consist of the following at December 31:
<Table>
<Caption>
2002 2001
---------- ----------
---------(in thousands)---------
Deferred tax liabilities
Depreciation $ (1,086) $ (1,223)
Amortization of intangibles -- (1,988)
---------- ----------
Total deferred tax liabilities (1,086) (3,211)
---------- ----------
Deferred tax assets
Accrued insurance -- 36
Federal and state net operating losses 9,764 6,413
Foreign net operating losses 3,767 3,202
Amortization of intangibles 3,985 --
Accrued payroll and benefits 2,007 2,228
Deferred revenue -- 2,462
Allowance for doubtful accounts 1,150 1,389
Restructuring charges 1,593 6,301
Accrued severance and lease costs -- 526
Other 1,686 2,732
---------- ----------
Total deferred tax assets 23,952 25,289
---------- ----------
Valuation allowance (10,289) (3,340)
Net deferred tax assets $ 12,577 $ 18,738
========== ==========
</Table>
47
<Page>
NOTE 8 - INCOME TAXES (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, 2002, 2001 and 2000 is as follows:
<Table>
<Caption>
2002 2001 2000
---------------(in thousands)--------------
Statutory Federal income taxes $ (2,219) $ (7,559) $ (30,676)
State and local income taxes/(benefit), net of
Federal tax benefit 91 (757) (3,732)
Amortization of goodwill -- 452 688
Change in valuation allowance, sale of assets (1,855) -- --
Change in valuation allowance, other 5,095 613 2,727
Other, net 757 103 1,174
--------- --------- ----------
$ 1,869 $ (7,148) $ (29,819)
========= ========= ==========
</Table>
At December 31, 2002 the Company has a federal net operating loss carryforward
of approximately $21 million; $9.8 million expires in 2021 and $11.2 million
expires in 2022.
At December 31, 2002 the Company has state deferred tax assets, net of federal
tax effect, of approximately $6.5 million relating primarily to state net
operating loss carryforwards. These state net operating loss carryforwards are
subject to limitations which differ from federal law. Many states do not allow
the carryback of net operating losses, have shorter carryforward periods, and do
not allow the filing of consolidated returns. Additionally, New Jersey and
California have temporarily suspended the deduction for net operating loss
carryforwards. These state limitations create uncertainties with respect to the
realization of these state deferred tax assets. Accordingly, the Company has
recorded a valuation allowance of approximately $5.2 million with respect to
these assets.
48
<Page>
NOTE 8 - INCOME TAXES (Continued)
Certain foreign subsidiaries of the Company have net operating loss
carryforwards at December 31, 2002, totaling approximately $11.8 million
(including $4.5 million in Canada and $7.3 million in the United Kingdom);
$507,000 expires in 2005, $1.7 million expires in 2006, $833,000 expires in
2007, $1.4 million expires in 2008, and the remainder has no expiration. A full
valuation allowance has been recorded on the foreign taxes due to the
uncertainty of the recognition of certain 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. Upon the sale of the acquired
business in 2001, these deductions were recognized for tax purposes. The tax
benefit of $19.6 million relating to the part of these deductions that was
carried back to prior years was included in refundable income taxes in 2002.
Since the tax structure of the transaction is subject to determination by the
tax authorities, the Company has recorded a reserve for the tax benefits
resulting from the carryback and has not recorded deferred tax assets for the
tax benefits being carried forward. When resolved, the Company will record a
deferred tax asset for the part of the tax benefits being carried forward and a
tax benefit for the portion that was carried back, net of an appropriate
valuation allowance. The tax 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.
49
<Page>
NOTE 9 - EARNINGS/(LOSS) PER SHARE DISCLOSURES
The computation of diluted earnings per share excludes options with exercise
prices greater than the average market price. During 2002, there were 2,072,000
excluded options outstanding at December 31, 2002 with exercise prices of $4.00
to $26.63 per share. During 2001, there were 3,120,000 excluded options
outstanding at December 31, 2001 with exercise prices of $7.38 to $26.63 per
share. 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.
NOTE 10 - SEGMENT INFORMATION
The Company has identified three business segments: IT Services, the Solutions
Group and Chimes, Inc. The IT Services division provides highly skilled software
professionals to augment the internal information management staffs of major
corporations. IT Services is primarily staffing augmentation. The Solutions
division provides enterprise application services, e-business solutions,
customized Web development and Web enablement of strategic applications,
Customer Relationship Management (CRM), network services, strategic outsourcing
and managed resourcing as well as software and relational database products, up
to the time of sale, March 25, 2002, of Princeton Softech Inc. Chimes, Inc., a
wholly-owned subsidiary of CHC, provides workforce procurement and management
services to Global 2000 companies. Operating income/(loss) consists of
income/(loss) before income taxes, excluding interest income, interest expense,
gain/(loss) on the sale of assets, restructuring charge, net gain/(loss) on
investments and amortization of intangibles. These exclusions total income of
$4.1 million and expense of $12.0 million and $50.2 million at December 31,
2002, 2001 and 2000, respectively. Long-term assets include goodwill and
property, plant and equipment for 2002, 2001 and 2000. 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.
50
<Page>
NOTE 10 - SEGMENT INFORMATION (Continued)
<Table>
<Caption>
BY LINE OF BUSINESS 2002 2001 2000
---------------(in thousands)---------------
REVENUE
IT Services $ 201,295 $ 274,379 $ 303,713
Solutions Group 79,283 116,873 141,766
Chimes(1) 16,537 9,532 --
------------ ------------ ------------
Total Revenue $ 297,115 $ 400,784 $ 445,479
------------ ------------ ------------
OPERATING INCOME / (LOSS)
IT Services $ (2,243) $ 7,735 $ (14,615)
Solutions Group 748 (7,204) (22,864)
Chimes(1) (8,914) (10,155) --
------------ ------------ ------------
Total Operating Loss $ (10,409) $ (9,624) $ (37,479)
------------ ------------ ------------
ASSETS
IT Services $ 47,876 $ 93,920 $ 131,694
Solutions Group 29,640 63,126 63,947
Chimes(1) 26,762 8,354 --
Corporate and other 89,453 72,321 73,755
------------ ------------ ------------
Total Assets $ 193,731 $ 237,721 $ 269,396
------------ ------------ ------------
DEPRECIATION EXPENSE
IT Services $ 482 $ 762 $ 1,267
Solutions Group 1,133 1,764 3,930
Chimes(1) 1,044 524 --
Corporate and other 1,975 2,251 2,458
------------ ------------ ------------
Total Depreciation $ 4,634 $ 5,301 $ 7,655
------------ ------------ ------------
</Table>
(1) Chimes was not a separate line of business in 2000 because stand alone
operations were not identifiable. Chimes is included in the Solutions Group
during this year.
51
<Page>
NOTE 10 - SEGMENT INFORMATION (CONTINUED)
<Table>
<Caption>
BY GEOGRAPHIC AREA 2002 2001 2000
---------------(in thousands)-------------
REVENUE
United States $ 270,890 $ 361,884 $ 393,060
Europe 2,775 12,617 26,777
Australia 60 2,102 3,602
Canada 23,390 24,181 22,040
------------ ------------ ------------
Total Revenue $ 297,115 $ 400,784 $ 445,479
============ ============ ============
LONG-TERM ASSETS
United States $ 29,486 $ 41,716 $ 43,433
Europe 106 163 1,462
Canada 628 19,319 20,411
------------ ------------ ------------
Total Long-Term Assets $ 30,220 $ 61,198 $ 65,306
============ ============ ============
</Table>
NOTE 11 - 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 $1,089,000,
$1,413,000 and $1,563,000 in 2002, 2001 and 2000, respectively.
In 1995, the Company instituted a Supplemental Executive Retirement Plan, or
SERP, 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 $13.8 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 SERP expense is charged to operations during the
remaining service lives of the members and was $407,000 in 2002, $115,000 in
2001 and $311,000 in 2000.
52
<Page>
NOTE 11 - SAVINGS PLAN AND OTHER RETIREMENT PLANS (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. There
were 405,366, 643,280 and 232,325 shares purchased under the plan in 2002,
2001 and 2000, 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 $4.9 million, $4.7 million and $4.1 million as of December 31, 2002,
2001 and 2000, respectively.
NOTE 12 - COMMITMENTS
Leases
The Company leases office space under long-term operating leases expiring
through 2008. As of December 31, 2002, approximate minimum rental commitments
were as follows:
<Table>
<Caption>
Year ending (in thousands)
2003 $ 4,192
2004 3,120
2005 1,968
2006 859
2007 455
Thereafter 12
---------
$ 10,606
=========
</Table>
Office rentals are subject to escalations based on increases in real estate
taxes and operating expenses. Rent expense, net of sublease income of
approximately $480,000, $208,000 and $167,000 for December 31, 2002, 2001, and
2000, respectively, for operating leases approximated $5,320,000, $7,789,000 and
$8,369,000 in the years ended December 31, 2002, 2001 and 2000, respectively.
53
<Page>
NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
For the years ended December 31, 2002 and 2001, selected quarterly financial
data is as follows:
<Table>
<Caption>
QUARTERS
FIRST SECOND THIRD FOURTH
---------- ---------- ---------- ----------
--------(IN THOUSANDS, EXCEPT PER SHARE DATA)-------
2002
Revenues $ 79,219 $ 77,318 $ 73,574 $ 67,004
Direct costs 58,192 56,570 52,865 48,554
Selling, general and administrative 26,459 22,452 22,347 20,085
Restructuring charges -- -- -- 2,515
Loss from operations (5,432) (1,704) (1,638) (4,150)
Gain on sale of assets 3,570 -- -- 2,320
Net loss on investments (61) -- -- --
Interest income/(expense) - net 55 255 247 197
Loss before income taxes (1,868) (1,449) (1,391) (1,633)
Income taxes/(benefit) (635) (493) (473) 3,470
Loss before cumulative effect of change in
accounting principle (1,233) (956) (918) (5,103)
Cumulative effect of change in accounting
principle (29,861) -- -- --
Minority interest -- -- -- 35
Net loss $ (31,094) $ (956) $ (918) $ (5,068)
Loss per share (basic and diluted):
Before cumulative effect of change in
accounting principle $ (0.04) $ (0.03) $ (0.03) $ (0.16)
Cumulative effect of change in accounting
principle $ (0.95) $ -- $ -- $ --
Net loss $ (0.99) $ (0.03) $ (0.03) $ (0.16)
</Table>
54
<Page>
NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
<Table>
<Caption>
QUARTERS
FIRST SECOND THIRD FOURTH
---------- ---------- ---------- ----------
--------(IN THOUSANDS, EXCEPT PER SHARE DATA)-------
2001
Revenues $ 106,481 $ 104,995 $ 94,212 $ 95,096
Direct costs 72,916 74,927 67,672 66,061
Selling, general and administrative 34,664 32,558 30,404 31,206
Amortization of intangibles 707 723 650 615
Restructuring charges -- 5,473 -- 1,048
Loss from operations (1,806) (8,686) (4,514) (3,834)
Gain/(loss) on sale of assets 438 -- (2,833) (802)
Net gain on investments -- -- -- 90
Interest income/(expense) - net (175) 256 43 225
Loss before income taxes (1,543) (8,430) (7,304) (4,321)
Income taxes benefit (525) (2,866) (2,483) (1,274)
Net loss (1,018) (5,564) (4,821) (3,047)
Loss per share:
Basic $ (0.03) $ (0.17) $ (0.15) $ (0.10)
Diluted $ (0.03) $ (0.17) $ (0.15) $ (0.10)
</Table>
55
<Page>
NOTE 14 - RESTRUCTURING CHARGES
During the fourth quarter of 2002, the Company recorded a restructuring charge
of $2.8 million pertaining to 2002 office closings.
<Table>
<Caption>
Remaining at
December 31
Recorded Paid 2002
---------- ---------- ----------
------------(in thousands)-----------
Severance:
United States $ 133 $ (133) $ --
---------- ---------- ----------
Lease Obligations:
United States $ 2,714 $ (231) $ 2,483
---------- ---------- ----------
Total $ 2,847 $ (364) $ 2,483
========== ========== ==========
</Table>
During the fourth quarter of 2001, the Company recorded a restructuring charge
of $410,000 pertaining to 2001 office closings. In addition, during the second
quarter of 2001, the Company recorded an additional $5.5 million in
restructuring expense to reduce the carrying amount of eB Networks to the
estimated net realizable value.
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.
56
<Page>
NOTE 14 - RESTRUCTURING CHARGES (CONTINUED)
At December 31, 2000, the Company recorded a write-down of goodwill of $7.2
million for the shutdown of ESG. In addition, a non-cash charge writing down
goodwill of $26 million and purchased software of $6.9 million was recorded, in
the fourth quarter of 2000, in connection with the write down of assets held for
sale to realizable value. The closing of IT Services' and Solutions' offices
resulted in the termination of 90 employees with a severance charge of $1.3
million. As of December 31, 2002, $1,126,000 had been paid in severance to the
terminated employees. The balance remaining at December 31, 2002 includes
continuing rent on six properties terminating in 2003, 2004 and 2005 and
severance for one individual with payments through January of 2003.
<Table>
<Caption>
Remaining at
Non-cash December
Recorded Cash Charges Charges 31, 2000 Recorded
-------- -------- ---------- -------- --------
Severance:
United States $ 1,267 $ (247) $ -- $ 1,020 $ --
-------- -------- ---------- -------- --------
Lease Obligations:
United States $ 2,275 $ (675) $ -- $ 1,600 $ 410
-------- -------- ---------- -------- --------
Write Down of
Assets
Held for Sale:
eB Networks $ 26,171 $ -- $ (26,171) $ -- $ 5,473
Select 6,943 -- (6,943) -- --
-------- -------- ---------- -------- --------
Total write-down
of assets held for
sale $ 33,114 $ -- $ (33,114) $ -- $ 5,473
-------- -------- ---------- -------- --------
Write-off of
ceased operations
- ESG Goodwill $ 7,248 $ -- $ (7,248) $ -- $ --
-------- -------- ---------- -------- --------
Total $ 43,904 $ (922) $ (40,362) $ 2,620 $ 5,883
======== ======== ========== ======== ========
<Caption>
Remaining
Non- Remaining at at
Paid/ cash December Paid/ December
Reversed Charges 31, 2001 Reversed 31, 2002
-------- -------- -------- -------- --------
Severance:
United States $ (777) $ -- $ 243 $ (242) $ 1
-------- -------- -------- -------- --------
Lease Obligations:
United States $ (789) $ -- $ 1,221 $ (927) $ 294
-------- -------- -------- -------- --------
Write Down of
Assets
Held for Sale:
eB Networks $ -- $ (5,473) $ -- $ -- $ --
Select -- -- -- -- --
-------- -------- -------- -------- --------
Total write-down
of assets held for
sale $ -- $ (5,473) $ -- $ -- $ --
-------- -------- -------- -------- --------
Write-off of
ceased operations
- ESG Goodwill $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
Total $ (1,566) $ (5,473) $ 1,464 $ (1,169) $ 295
======== ======== ======== ======== ========
</Table>
57
<Page>
NOTE 14 - RESTRUCTURING CHARGES (CONTINUED)
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. 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 1999 restructuring
reserve and the reversal of an over accrual of employee severance benefits due
to terminated employees in the UK and Canada. During the fourth quarter of 2001,
the Company recorded a restructuring charge adjustment of $638,000 pertaining to
the termination, by the sublessee, of the sublease contracts for closed offices
included in the 1999 restructure charge. The balance remaining at December 31,
2002 includes continuing rents on one property with the lease terminating in
2005.
<Table>
<Caption>
Balance Balance Balance Balance
at at at at
Dec. 31, Paid/ Dec. 31, Recorded Paid/ Dec. 31, Paid/ Dec. 31,
1999 Reversed 2000 Reversed 2001 Reversed 2002
------- ------- ------- ------- ------- ------- ------- -------
Severance:
United States $ 151 $ (33) $ 118 $ -- $ (118) $ -- $ -- $ --
Europe 352 (352) -- -- -- -- -- --
Canada 33 (33) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total Severance $ 536 $ (418) $ 118 $ -- $ (118) $ -- $ -- $ --
------- ------- ------- ------- ------- ------- ------- -------
Lease Obligations:
United States $ 3,310 $(3,043) $ 267 $ 638 $ (279) $ 626 $ (138) $ 488
Canada 76 (76) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total Lease
Obligations $ 3,386 $(3,119) $ 267 $ 638 $ (279) $ 626 $ (138) $ 488
------- ------- ------- ------- ------- ------- ------- -------
General Office
Closure:
Canada $ 81 $ (81) $ -- $ -- $ -- $ -- $ -- $ --
------- ------- ------- ------- ------- ------- ------- -------
Total $ 4,003 $(3,618) $ 385 $ 638 $ (397) $ 626 $ (138) $ 488
======= ======= ======= ======= ======= ======= ======= =======
</Table>
58
<Page>
NOTE 15 - MAJORITY-OWNED SUBSIDIARY
On September 30, 2002, the Company announced that it had joined its existing
HIPAA compliance, healthcare information technology and other compliance
business practices with ZA Consulting LLC (ZAC) to form CHC Healthcare
Solutions, LLC. Under the terms of the agreement, CHC has an 80% interest in the
newly formed company.
NOTE 16 - 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 was 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 in 2000 and has been subsequently written
off with the sale of eB Networks on September 10, 2001.
59
<Page>
NOTE 16 - ACQUISITIONS (CONTINUED)
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. On April 17, 2001, the Company sold
Select to Aonix (see Note 3).
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. On September 10,
2001, the Company sold the assets of eB Networks to Inrange Technologies (see
Note 3).
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.
60
<Page>
NOTE 16 - ACQUISITIONS (CONTINUED)
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 for 1,887,000 shares of
Computer Horizons 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
January 31, 2001, the Company sold the stock of Spargo (see Note 3).
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.
On March 25, 2002 the Company sold Princeton to Apax Partners, Inc. and LLR
Partners (see Note 3).
NOTE 17 - SUBSEQUENT EVENTS (UNAUDITED)
Impact of Economic Stimulus Act on Income Tax Refund Claim
On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 (the "Act")
was enacted into law. This Act contains many economic and tax incentives,
including the extension of the carryback period for losses arising in years
ending during 2001 and 2002 to five years from the previous two year carryback
rule. As a result, the Company's tax refund claim of approximately $10 million
at December 31, 2001 was increased to approximately $30 million. The additional
refund amount of $20 million was received in January 2003.
Sale of Solutions UK
On February 14, 2003, the Company sold the business and net assets of Computer
Horizons e-Solutions (Europe) Limited, ("Solutions UK") to Systems Associates
Limited for 92,822 British Sterling Pounds (approximately US$ 145,500).
Purchase of Westfield - India
On January 31, 2003, the Company acquired the IT Solutions operations of Global
Business Technology Solutions (GBTS), from Alea (Bermuda) Limited, a member of
the Alea Group of companies and Westfield Services, Inc., a subsidiary of
Westfield Financial Corporation. The outsourcing facility and its IT
professionals are located in Chennai (Madras), India. This transaction was
completed for $400,000.
Stock Option Exchange Program
On January 8, 2003, the Company commenced a tender offer to its employees to
exchange stock options granted under the Company's 1994 Incentive Stock Option
and Appreciation Plan with an exercise price of $10.01 or greater for new stock
options with a new exercise price. The tender offer expired on February 10,
2003, and 1,635,526 options were accepted for exchange. Please see Item 12 on
Form 10-K - Security Ownership of Certain Beneficial Owners and Management.
61
<Page>
NOTE 17 - SUBSEQUENT EVENTS (UNAUDITED)
Purchase of Treasury Stock
Subsequent to December 31, 2002, the Company has purchased 211,800 shares of its
common stock at an aggregate cost of approximately $694,000.
Management Changes
On March 13, 2003, John J. Cassese, the Company's CEO, President and Chairman,
informed the Board that he has taken a leave of absence as CEO and President and
resigned his position as Director and Chairman of the Board as a result of being
informed that the Justice Department obtained an indictment relating to Mr.
Cassese's June 1999 purchase and sale of an unrelated company's shares. The
Board has named William J. Murphy to the position of Acting President and CEO,
appointed Thomas J. Berry Chairman of the Board and named Michael J. Shea to the
position of acting Chief Financial Officer.
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.
62
<Page>
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 2003 Annual
Meeting of Shareholders which is expected to be filed with the
Securities and Exchange Commission on or before April 10, 2003
(the "2003 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."
(c) The Company's Board of Directors has designated Mr. Earl Mason as
the Audit Committee Financial Expert. Mr. Mason is independent,
as that term is used in Item 7(d)(3)(iv) of Schedule 14A under
the Securities Exchange Act of 1934.
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 2003 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
2003 Proxy Statement.
63
<Page>
The following table summarizes information about the Company's equity
compensation plans as of December 31, 2002.
Equity Compensation Plan Information
<Table>
<Caption>
Number of securities
remaining available for
Number of securities to be future issuance under equity
issued upon exercise of Weighted-average exercise compensation plans
outstanding options, price of outstanding (excluding securities
Plan Category warrants and rights options warrants and rights reflected in Column (a)
- -----------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
Equity compensation plans
approved by security
holders 4,527,000 7.93 2,370,000
(1) (2) (3)
Equity compensation plans
not approved by security
holders -0- -0- -0-
TOTAL 4,527,000 7.93 2,370,000
</Table>
(1) Consists of 2,036,000 shares of the Company's common stock reserved
under the Company's 1994 Incentive Stock Option and Appreciation Plan,
334,000 shares of the Company's common stock reserved under the
Company's 1991 Directors' Stock Option Plan.
(2) On March 28, 2003, the Company's Board of Directors reserved an
additional 3,500,000 shares of the Company's common stock under the
Employee Stock Purchase Plan, subject to stockholder approval.
(3) On January 8, 2003, the Company commenced a tender offer to its
employees to exchange all options granted under the Company's 1994
Incentive Stock Option and Appreciation Plan with an exercise price of
$10.01 or greater for new stock options with a new exercise price. For
options priced between $10.01 and $14.99 per share, for every two
options surrendered, one new option will be granted. The tender offer
expired on February 10, 2003 and on February 11, 2003, the Company
accepted for exchange and cancelled options to purchase 1,635,526
shares of the Company's common stock. A total of 612,850 options with
an exercise price greater than or equal to $15.00 per share were
accepted for exchange, representing approximately 37% of the options
that were tendered. Of these options 63% were tendered by officers of
the Company. A total of 1,022,676 options with an exercise price of
between $10.01 and $14.99 were accepted for exchange, representing
approximately 63% of the options that were tendered of these options
24% were tendered by officers of the Company. The Company anticipates
that it will grant 715,621 new options with new exercise prices on or
about August 12, 2003, which is six months and one day after the
cancellation of the original options.
64
<Page>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
Item 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing of this yearly report on Form 10-K, the
Company's President and Chief Financial Officer evaluated the effectiveness
of the design and operation of the Company's disclosure controls and
procedures and concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Exchange Act is accumulated and communicated to the Company's management,
including its officers, as appropriate to allow timely decisions regarding
required disclosure, and are effective to ensure that such information is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Controls
The Company's President and Chief Financial Officer have also concluded
there were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
65
<Page>
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
1. Consolidated financial statements
- Report of independent certified public accountants on the consolidated
financial statements
- Consolidated balance sheets as of December 3l, 2002 and 2001
- Consolidated statements of operations for each of the three years in the
period ended December 31, 2002
- Consolidated statement of shareholders' equity for each of the three years
in the period ended December 31, 2002
- Consolidated statements of cash flows for each of the three years in the
period ended December 31, 2002
- Notes to consolidated financial statements
2. Schedule II - Valuation and qualifying accounts for the years ended
December 31, 2002, 2001 and 2000.
66
<Page>
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(CONTINUED)
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. List of Exhibits
<Table>
<Caption>
Exhibit Description Incorporated by Reference to
3(a-1) Certificate of Incorporation as Exhibit 3(a) to Registration
amended through 1971. Statement on Form S-1 (File
No. 2-42259).
3(a-2) Certificate of Amendment dated Exhibit 3(a-2) to Form 10K
May 16, 1983 to Certificate of for the fiscal year ended
Incorporation. February 28, 1983.
3(a-3) Certificate of Amendment dated Exhibit 3(a-3) to Form 10K
June 15, 1988 to Certificate of for the fiscal year ended
Incorporation. December 31, 1988.
3(a-4) Certificate of Amendment dated Exhibit 3(a-4) to Form 10K
July 6, 1989 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(a-5) Certificate of Amendment dated Exhibit 3(a-5) to Form 10K
February 14, 1990 to Certificate of for the fiscal year ended
Incorporation. December 31, 1989.
3(a-6) Certificate of Amendment dated Exhibit 3(a-6) to Form 10K
May 1, 1991 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(a-7) Certificate of Amendment dated Exhibit 3(a-7) to Form 10K
July 12, 1994 to Certificate of for the fiscal year ended
Incorporation. December 31, 1994.
3(b) Bylaws, as amended and Exhibit 3(b) to Form 10K for
presently in effect. the year ended December 31,
1988.
4(a) Rights Agreement dated as of Exhibit 1 to Registration
July 6, 1989 between the Statement on Form 8-A dated
Company and Chemical Bank, as July 7, 1989.
Rights Agent ("Rights Agreement")
which includes the form of Rights
Certificate as Exhibit B.
</Table>
67
<Page>
<Table>
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.
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 of Exhibit 10(h) to Form S-3
Credit payable to Chase Manhattan dated August 14, 1997.
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.
</Table>
68
<Page>
<Table>
10(h) 1999 Employee Stock Purchase Exhibit 99.1 to Form S8 dated
Plan. March 17, 1999.
10 (i) Amendment to the employment Exhibit 10(i) to Form 10K
agreement dated as of March 24, for the fiscal year ended
2000 between the Company and December 31, 1999.
William J. Murphy.
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 Exhibit 10(k) to Form 10K
Credit payable to Chase Manhattan for the fiscal year ended
Bank dated as of March 20, 2001. December 31, 2000.
10 (l) $40,000,000 Asset-Based Lending Exhibit 10(l) to Form 10K
Agreement payable to CIT dated as of for the fiscal year ended
July 31, 2001. December 31, 2001
10(m) Offer to Exchange Outstanding Exhibit (a)(1) to Schedule
Options, dated as of January 8, 2003 TO, dated January 8, 2003,
as amended on February 14, 2003.
10(n) Amendment to the $40,000,000
Asset-Based Lending Agreement
Payable to CIT dated as of February 14,
2003
21 List of Subsidiaries.
23 Consent of Grant Thornton LLP,
Independent Public Accountants.
99.1 Certificate of Computer Horizons CEO
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 Certificate of Computer Horizons Chief
Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
</Table>
4. Reports on form 8-K during the fourth quarter of fiscal 2002.
No reports on Form 8-K were filed during the fourth quarter of fiscal 2002.
69
<Page>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMPUTER HORIZONS CORP.
Date: March 28, 2003 By: /s/ William J. Murphy
-------------------------
William J. Murphy, President, CEO
(Principal Executive Officer) and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
COMPUTER HORIZONS CORP.
Date: March 28, 2003 By: /s/ William J. Murphy
-------------------------
William J. Murphy, President, CEO
(Principal Executive Officer) and Director
Date: March 28, 2003 By: /s/ Michael J. Shea
-----------------------
Michael J. Shea,
Vice President and CFO
(Principal Financial Officer)
Date: March 28, 2003 By: /s/ Kristin Evins
---------------------
Kristin Evins
Controller
(Principal Accounting Officer)
Date: March 28, 2003 By: /s/ Thomas J. Berry
-----------------------
Thomas J. Berry, Chairman of the Board
and Director
Date: March 28, 2003 By: /s/ William M. Duncan
-------------------------
William M. Duncan, Director
Date: March 28, 2003 By: /s/ Rocco J. Marano
-----------------------
Rocco J. Marano, Director
Date: March 28, 2003 By: /s/ William J. Marino
-------------------------
William J. Marino, Director
Date: March 28, 2003 By: /s/ Earl Mason
------------------
Earl Mason, Director
70
<Page>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2002, 2001 and 2000
<Table>
<Caption>
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, 2002
Allowance for doubtful accounts $ 7,542,000 4,996,000 4,842,000 (1) $ 7,696,000
Deferred tax asset valuation $ 3,340,000 6,949,000 -- $ 10,289,000
2002 Restructure Reserve $ - 2,847,000 364,000 (4) $ 2,483,000
2000 Restructure Reserve $ 1,464,000 -- 1,169,000 $ 295,000
1999 Restructure Reserve $ 626,000 -- 138,000 $ 488,000
Year ended December 31, 2001
Allowance for doubtful accounts $ 2,702,000 3,397,000 (1,443,000) (1) $ 7,542,000
Deferred tax asset valuation $ 2,727,000 613,000 -- $ 3,340,000
2000 Restructure Reserve $ 2,620,000 5,883,000 7,039,000 (2) $ 1,464,000
1999 Restructure Reserve $ 385,000 638,000 397,000 $ 626,000
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 1,242,000 (2,376,000) (3) $ 385,000
</Table>
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.
(4) Includes charge for office closings
71
<Page>
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 25, 2003, which is included in the 2002 Annual Report to Shareholders
on Form 10-K, we have also audited Schedule II for each of the years ended
December 31, 2002, 2001 and 2000. 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 25, 2003
72
<Page>
CERTIFICATIONS
I, WILLIAM J. MURPHY, certify that:
1. I have reviewed this annual report on Form 10-K of COMPUTER HORIZONS;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects, the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ William J. Murphy
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WILLIAM J. MURPHY
Chief Executive Officer
73
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CERTIFICATIONS
I, MICHAEL J. SHEA, certify that:
1. I have reviewed this annual report on Form 10-K of COMPUTER HORIZONS;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects, the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
/s/ Michael J. Shea
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MICHAEL J. SHEA
Chief Financial Officer
74