Judge Group, Inc. The
Ticker:JUDG Two Bala Plaza, Suite 800
Exchange:NASDAQ-National Market Bala Cynwyd, PA 19004
Industry:Financial (SIC Code 6719) (610) 667-7700

Offering Information
Type of Shares:Common Shares Filing Date:9/30/96
U.S. Shares:3,650,000 Offer Date:2/14/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:3,000,000 Offer Price:$7.50
Secondary Shares:650,000 Gross Spread:$0.53
Offering Amount: $36,500,000 Selling:$0.30
Expenses:$1,100,000 Reallowance:$0.10
Shares Out After:13,042,737

Primary Underwriting Group
ManagerTierPhone
Janney Montgomery ScottLead Manager (215) 665-6520
Unterberg HarrisCo-manager (212) 572-8060

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Drinker Biddle & Reath
Bank's Law Firm: Saul, Ewing, Remick & Saul

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$63.30$37.33$29.40Assets:$15.02
Net Income:$0.49$0.18-$0.17Curr Assets:
EPS:$0.05$0.02-$0.02Liabilities:$14.62
Prior EPS:$0.04Curr Liabilities:
Cash Flow/Oper:Equity:$0.40
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company's Contract Placement business provides technical consultants skilled in a variety of fields, such as applications programming and development, client/server technology, legacy systems conversion and software architecture and design. The company also provides data communications, systems engineering, Internet/Web-Site design, project consulting and Help Desk management. The company provides technical consultants in the MidAtlantic and New England regions of the United States through three branch offices, and on a nationwide basis through its National Division. The company maintains a database of over 100,000 technical consultants, and in 1995 provided over 1,200 technical consultants to more than 400 clients. By relying on contract consultants, clients with complex technical requirements can reduce the costs associated with recruiting, training and relocating employees as those requirements change. According to Staffing Industry Report, revenues from technical/computer temporary staffing are estimated to have grown from $5.7 billion in 1993 to $9.2 billion in 1995 and are expected to grow $11.4 billion in 1996, representing a 26.0% compound annual growth rate.

Competition
The IT professional services industry is highly competitive and fragmented on the local, regional and national levels. Although the company is not aware of any competitors that offer a full range of technical staffing, imaging, document management, consulting and training services, many companies offer one or two of the company's services in all of the geographical markets in which the company currently operates. Many of the company's competitors have significantly greater name recognition and financial, technical and other resources and generate greater resources than the company.

Business Plan
The company's objective is to become a leading nationwide provider of IT and engineering professional services. Key elements of the company's business strategy include: 1) offering a single source of technical solutions; 2) aggressively marketing a broad range of service; 3) develop a national presence; 4) expanding imaging and network services business; 5) capitalizing on IT training resources; 6) pursuing strategic acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of certain indebtedness, payment of portions of the purchase of the purchase prices of recently completed acquisitions, and for working capital and general corporate purposes, including the establishment of a corporate level sales force.

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