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COMSYS IT Partners 10-K 2006
Form 10-K
Table of Contents
Index to Financial Statements

UNITED STATES

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 January 1, 2006.

OR

 

¨ 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 000-27792

 


COMSYS IT PARTNERS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   56-1930691
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. employer
Identification number)

4400 Post Oak Parkway, Suite 1800

Houston, TX 77027

(Address, including zip code, of

principal executive offices)

(713) 386-1400

(Registrant’s telephone number, including area code)

 


Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of class)

 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2 of the Act).

Large accelerated filer    ¨    Accelerated filer    x    Non-accelerated filer    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of July 1, 2005 (the last business day of the registrant’s most recently completed second fiscal quarter) was $83,207,257. For the purpose of calculating this amount only, all stockholders with more than 10% of the total voting power, all directors and all executive officers have been treated as affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant does not have any non-voting common stock. The number of shares of the registrant’s common stock outstanding as of March 10, 2006, was 18,737,939.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the definitive proxy statement for the registrant’s 2006 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

 



Table of Contents
Index to Financial Statements

TABLE OF CONTENTS

 

     Page

Cautionary Note Regarding Forward-Looking Statements

   1
   PART I   

Item 1.

  

Business

   3

Item 1.A.

  

Risk Factors

   12

Item 1.B.

  

Unresolved Staff Comments

   22

Item 2.

  

Properties

   22

Item 3.

  

Legal Proceedings

   22

Item 4.

  

Submission of Matters to a Vote of Security Holders

   22
   PART II   

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   23

Item 6.

  

Selected Financial Data

   23

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   25

Item 7A.

  

Quantitative and Qualitative Disclosures about Market Risk

   40

Item 8.

  

Financial Statements and Supplementary Data

   41

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   41

Item 9A.

  

Controls and Procedures

   41

Item 9B.

  

Other Information

   41
   PART III   

Item 10.

  

Directors and Executive Officers of the Registrant

   42

Item 11.

  

Executive Compensation

   42

Item 12.

  

Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

   42

Item 13.

  

Certain Relationships and Related Transactions

   42

Item 14.

  

Principal Accountant Fees and Services

   42
   PART IV   

Item 15.

  

Exhibits, Financial Statement Schedules and Reports on Form 8-K

   43
  

Signatures

   S-1
  

Index to Consolidated Financial Statements

   F-1

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this report, including information incorporated by reference, may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of COMSYS IT Partners, Inc. and its subsidiaries. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All statements other than statements of historical facts included in, or incorporated into, this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.

These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, including:

 

    the Company’s success in attracting, training, retaining and motivating billable consultants and key officers and employees;

 

    our ability to shift a larger percentage of our business mix into IT solutions and project management and, if successful, our ability to manage those types of business profitably;

 

    changes in levels of unemployment and other economic conditions in the United States, or in particular regions or industries;

 

    weakness or reductions in corporate information technology spending levels;

 

    the Company’s ability to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions;

 

    the impact of competitive pressures on our ability to maintain or improve our operating margins, including any change in the demand for our services;

 

    the entry of new competitors into the U.S. staffing services market due to the limited barriers to entry or the expansion of existing competitors in that market;

 

    increases in employment-related costs such as healthcare and unemployment taxes;

 

    the possibility of the Company’s incurring liability for the activities of its billable consultants or for events impacting its billable consultants on clients’ premises;

 

    the risk in an uncertain economic environment of increased incidences of employment disputes, employment litigation and workers’ compensation claims;

 

    integration and restructuring risks associated with the COMSYS and Venturi merger or other business activities and the challenges of achieving anticipated synergies;

 

    the risk that further cost cutting or restructuring activities undertaken by the Company could cause an adverse impact on certain of the Company’s operations;

 

    economic declines that affect our business, including its profitability, liquidity or the ability to comply with our loan covenants;

 

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    adverse changes in credit and capital markets conditions that may affect our ability to obtain financing or refinancing on favorable terms;

 

    adverse changes to management’s periodic estimates of future cash flows that may affect the Company’s assessment of its ability to fully recover its goodwill; and

 

    whether governments will amend existing regulations or impose additional regulations or licensing requirements in such a manner as to increase the Company’s costs of doing business.

Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in this section, the “Risk Factors” section and elsewhere in this report. All forward-looking statements speak only as of the date of this report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

 

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PART I

ITEM 1. BUSINESS

Unless otherwise indicated or the context otherwise requires, all references in this report to “COMSYS,” the “Company,” “us,” “our” or “we” are to COMSYS IT Partners, Inc., a Delaware corporation formed in July 1995, and its consolidated subsidiaries. Except as otherwise specified, references to “Old COMSYS” are to COMSYS Holding, Inc., its subsidiaries and their respective predecessors prior to its merger with VTP, Inc., a wholly owned subsidiary of Venturi Partners, Inc., on September 30, 2004, which we refer to as the merger. Venturi Partners, Inc. was the surviving entity in the merger and changed its name to “COMSYS IT Partners, Inc.” Since former Old COMSYS stockholders owned a majority of our common stock upon consummation of the merger, Old COMSYS is deemed the acquirer of Venturi for accounting and financial reporting purposes. References to “Venturi” are to Venturi Partners, Inc., its subsidiaries and their respective predecessors prior to the merger, except those subsidiaries relating to Venturi’s commercial staffing business, which were sold on September 30, 2004.

Company Overview

We are a leading information technology, or IT, services company that provides a full range of specialized staffing and project implementation services and products. Our comprehensive service offerings allow our clients to focus their resources on their core businesses rather than on recruiting, training and managing IT professionals. In using our staffing services, our clients benefit from:

 

    our extensive recruiting channels, providing our clients ready access to highly skilled and specialized IT professionals, often within 48 hours of submitting a placement request;

 

    access to a flexible workforce, allowing our clients to manage their labor costs more effectively without compromising their IT goals; and

 

    our knowledge of the market for IT resources, providing our clients with qualified candidates at competitive prices.

We contract with our customers to provide both short- and long-term IT staffing services at client locations throughout the United States. Our consultants possess a wide range of skills and experience, including website development and integration, application programming and development, client/server development, systems software architecture and design, systems engineering and systems integration.

In addition to our core IT staffing business, we also offer our customers services that complement our staffing activities, such as:

 

    vendor management, in which we assist our clients in quantifying, consolidating, rationalizing and monitoring their procurement of temporary staffing and other services from multiple suppliers;

 

    project solutions, including software development and maintenance, network design and management and offshore application maintenance and development; and

 

    recruitment and permanent placement of IT professionals.

These additional services provide us opportunities to build relationships with new clients and enhance our service offerings to our existing clients.

We currently engage approximately 4,900 consultants. We recruit our consultants through our internal proprietary database that contains information about more than 400,000 candidates, and also through the internet, local and national advertising and trade shows. We have a specialized selection, review and reference process for our IT consultant candidates that is an integral part of maintaining the delivery of high quality service to our clients.

 

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We serve a broad and diversified customer base with over 400 corporate and government clients, including some of the largest users of IT services in the United States. These clients operate across a wide range of industry sectors, including financial services, telecommunications, manufacturing, information technology, government, pharmaceutical, transportation and health care. Our customer base includes approximately 30% of the Fortune 500 companies and approximately 66% of the Fortune 50 companies. We have long-standing relationships with many of our clients, including relationships of more than a decade with many of our large customers. We believe our diverse customer base limits the risk associated with customer concentration. In fiscal 2005, for example, none of our customers represented more than 8.3% of our revenues and our 15 largest customers represented approximately 40% of our revenues.

Our operations have a coast-to-coast presence in the United States, with 42 offices in 26 states. This coverage allows us to meet the needs of our clients on a national basis and provides us with a competitive advantage over certain regional and local IT staffing providers. In addition, we have one office in the United Kingdom through which we provide services to certain key U.S.-based clients.

Our History

We completed the merger of Venturi and Old COMSYS on September 30, 2004, to create one of the leading IT staffing companies in the United States. The combined company has achieved cost savings by reducing corporate overhead and other expenses. The combined company also enjoys the benefits of a broader geographic footprint and offers an expanded range of technology service offerings that we expect will make us more competitive.

Prior to the merger, Old COMSYS was one of the largest providers of IT staffing services in the United States, and its consultants provided services to a diverse customer base that included commercial clients and federal and state governmental entities. Headquartered in Houston, Texas, it operated a network of 30 offices in 20 states. Prior to the merger, Venturi was a leading provider of technology and commercial staffing services to businesses and professional and government organizations. It operated through 27 offices in 20 states. Venturi’s IT service offerings, which were similar to those offered by Old COMSYS, included technology consulting, IT staffing, IT permanent placement and vendor management services.

In connection with the merger, we changed the name of our corporation from “Venturi Partners, Inc.” to “COMSYS IT Partners, Inc.” Concurrent with the merger, we also completed the sale of Venturi’s commercial staffing services division, Venturi Staffing Partners, Inc., to CBS Personnel Services, Inc. (formerly known as Compass CS Inc.) for approximately $30.3 million in cash and the assumption of approximately $700,000 in liabilities.

Services

Our core business is providing IT staffing services. We also strive to differentiate ourselves from our competitors by offering additional services that complement our IT staffing services, including vendor management, project solutions and recruitment and permanent placement of IT professionals.

IT Staffing Services

We provide a wide range of IT staffing services to companies in diversified vertical markets, including financial services, telecommunications, manufacturing, information technology, federal, state and local government, pharmaceutical, transportation and health care. We deliver qualified consultants and project managers for contract assignments and full-time employment across most technology disciplines. In light of the time and location sensitive nature of our core IT staffing services, offshore application development and maintenance centers have not proven critical to our operations or our competitive position.

 

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Our staffing services are generally provided on a time-and-materials basis, meaning that we bill our clients for the number of hours worked in providing services to the client. Hourly bill rates are typically determined based on the level of skill and experience of the consultants assigned and the supply and demand in the current market for those qualifications. Alternatively, the bill rates for some assignments are based on a mark-up over compensation and other direct and indirect costs. Assignments generally range from 30 days to over a year, with an average duration of five months. Certain of our contracts are awarded on the basis of competitive proposals, which can be periodically re-bid by the client.

We maintain a variable cost model in which we compensate most of our consultants only for those hours that we bill to our clients. The consultants who perform IT services for our clients consist of our consultant employees as well as independent contractors and subcontractors. With respect to our consultant employees, we are responsible for all employment-related costs, including medical and health care costs, workers’ compensation and federal social security and state unemployment taxes.

Vendor Management Services

Vendor management services, or VMS, are services that allow our clients to manage their procurement of and expenditures for temporary IT, clerical, finance and accounting, and light industrial personnel. Contracted services are often provided to a large client by hundreds of companies. VMS provides a mechanism for clients to reduce their expenditures for temporary personnel services by standardizing pay rates for similar positions and reducing the number of suppliers providing these services. VMS also gives our clients the ability to leverage their purchasing power for these temporary personnel services by standardizing their requisition, contract and procurement processes. Clients benefit from contracting with only one supplier, receiving a consolidated invoice and having a single point of contact while retaining access to a full range of resources offered by a diverse portfolio of suppliers.

We operate VMS under the brand name vWorxSM. Our VMS provides a structured approach consisting of process management and a web-based software tool to quantify, rationalize and monitor the expenditures that a client makes for its contracted services. We use third party software products and a proprietary software program to provide our VMS. Our VMS implementation processes have been ISO 9001:2000 certified, which means that our processes comply with a comprehensive set of international quality standards. We believe that we are one of the few companies in our industry providing vendor management services to have this ISO certification.

Project Solutions

As an extension of our underlying core competency in IT staffing, we offer our clients specialized project services that include project managers, project teams and turn-key deliverable-based solutions in the application development, application integration and re-engineering, application maintenance and application testing practice areas. We provide these solutions through a defined IT implementation methodology. We deliver these solutions through teams deployed on-site, offsite at development centers located in Kalamazoo, Michigan, Richmond, Virginia, Somerset, New Jersey and Portland, Oregon and, through a strategic alliance, offshore at technology centers located in India. These services are generally contracted on a time-and-materials basis, with some services provided on a fixed-price basis. We have a number of specialty practice areas, including statistical analysis applications (SAS), enterprise resource applications (ERP), network integration, business intelligence and translation and localization services.

Permanent Placement

We also assist our clients in locating IT professionals for full-time positions within their organizations. We assist in recruitment efforts and screening potential hires. If a customer hires our candidate, we are generally compensated based on a percentage of the candidate’s first year cash compensation. Billing is contingent on our filling the position and our fees are often subject to a 90-day guarantee period.

 

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Industry Overview

We believe that the demand for IT staffing in the United States is highly correlated to economic conditions and overall employment trends and that demand will increase with an improving economy. After contraction in the IT staffing industry from late 2000 to 2002 caused by corporate overspending on IT initiatives during the late 1990s and subsequent poor economic conditions, the industry has shown signs of improvement, growing by approximately 10% in 2004 according to an August 2005 report by Staffing Industry Analysts, Inc., or SIA, an independent, industry-recognized research group. In a February 2006 report, SIA estimated that IT staffing services will grow by 8% in 2006. Gartner, Inc., another independent, industry recognized research and analysis firm, estimated that IT staffing services will grow 3.3% in 2006. Vendor management services are expected to grow at a much faster pace. SIA projected that 29% of large companies would use vendor management services in 2005, compared to 8% in 2003.

The IT staffing industry is fragmented and highly competitive. Based on SIA data for 2004, no single provider accounted for more than 9% of total IT staffing industry revenues, and the top five IT staffing providers accounted for approximately 27% of total industry revenues. We believe that the larger competitors in our industry are better positioned to increase their respective market share due, in part, to the fact that many large companies increasingly source their IT staffing and service needs from a list of preferred service providers that meet specific criteria. The criteria typically include the service provider’s (i) geographic coverage relative to the client’s locations, (ii) size and market share, which is often measured by total revenues, (iii) proven ability to quickly fill client requests with qualified candidates, and (iv) pricing structure, including discounts and rebates. As a result, we believe that further consolidation of our industry will continue.

We believe that key elements of successfully competing in the industry include maintaining a strong base of qualified IT professionals to enable quick responses to client requests (often within 48 hours) and ensuring that the candidates are an appropriate fit with the cultural and technical requirements of the assignments. Other key success factors include accurate evaluation of candidates’ technical skills, strong account management to develop and maintain client relationships and efficient and consistent administrative processes to assist in the delivery of quality services.

Competitive Strengths

We believe that our competitive strengths differentiate us from our competitors and have allowed us to successfully create a sustainable and scalable national IT staffing services business. Our competitive strengths include:

Proven Track Record with a National Footprint. We believe that our brand name, high quality consultant base and broad geographic presence give us a competitive advantage as corporate and governmental clients continue to consolidate their use of IT staffing providers. We currently engage approximately 4,900 consultants and offer a wide range of IT staffing expertise, including website development and integration, application programming and development, client/server development, systems software architecture and design, systems engineering and systems integration. Our coast-to-coast presence of 42 offices in 26 states allows us to meet the needs of our clients on a national basis, as well as build local relationships. For our large customers that have multiple IT centers in the United States, our geographic coverage allows us to provide consistent high quality service through a single point of contact.

Focus on IT Staffing Services. We believe that the IT staffing industry offers a greater opportunity for higher profitability than other commercial staffing segments because of the value-added nature of IT personnel. Unlike many of our competitors that offer several types of staffing services such as IT, finance, accounting, light industrial and clerical, we are focused on the IT sector. As a result, we are able to commit our resources and capital towards our goal of building the leading IT staffing services business in the U.S.

Diversified Revenue Base With Long-Term Customer Relationships. We have over 400 clients, including approximately 30% of the Fortune 500 companies and approximately 66% of the Fortune 50 companies. During

 

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fiscal 2005, no single client represented more than 8.3% of our revenues and our 15 largest clients represented approximately 40% of our revenues. Our clients operate across a broad spectrum of vertical markets, with our four largest end markets consisting of financial services, telecommunications, manufacturing, and information technology. We have long-standing relationships with many of our clients, including relationships of more than a decade with many of our large customers.

Extensive Recruiting Channels and Effective Hiring Process. We believe that our recruiting tools and processes and our depth of knowledge of the markets in which we operate provide us with a competitive advantage in meeting the demanding time-to-market requirements for placement of IT consultants. The placement of highly skilled personnel requires operational and technical knowledge to effectively recruit and screen personnel, match them to client needs, and develop and manage the resulting relationships. To find and place the best candidate with the applicable skill-set, we maintain a proprietary database that contains information about more than 400,000 candidates. We also recruit through the internet, local and national advertising and trade shows and we maintain a national recruiting center in the United States. All of these resources assist us in locating qualified candidates quickly, often within 48 hours of a client placement request.

Complementary Service Offerings. We believe our complementary service offerings help us to build and enhance our relationships with new and existing clients by providing us with cross-selling opportunities for all of our service offerings. In addition to our core business of IT staffing, we offer our customers vendor management services, project solutions and permanent placement of IT professionals. We began offering vendor management services in 2000 and now provide these services to approximately 30 clients. We believe we are one of the leading vendor management businesses in the United States. We also evaluate opportunities to expand our service offerings based on customer demand and technology needs.

Scalable Infrastructure. We have a scalable information technology and transaction processing infrastructure. Our back-office functions, including payroll, billing, accounts payable, collections and financial reporting, are consolidated in our shared services center in Phoenix, Arizona, which operates on a PeopleSoft platform. We also have a proprietary, web-enabled front-office exchange (FOX), which facilitates the identification, qualification and placement of consultants in a timely manner. In addition, we maintain a centralized call center for scheduling sales appointments and a centralized proposals and contract services department. We believe this infrastructure will facilitate our internal growth strategy and allow us to continue to integrate acquisitions rapidly.

Business Strategy

Our goal is to become the leading provider of IT staffing services in the United States and to expand our complementary service offerings. We believe the following are key elements of our business strategy:

Expand Our Services to Our Existing Client Base. We are focused on expanding our market share in IT staffing services through greater penetration of our existing client base. We believe our brand name and proven track record with our clients will allow us to become an increasingly significant preferred IT staffing provider to them. We also actively pursue cross-selling opportunities to provide additional services, such as vendor management and project solutions, to our existing clients.

Increase Our Customer Base within Our Existing Markets. We are focused on increasing our customer base by capitalizing on our broader geographic footprint and expanded range of services resulting from our merger with Venturi. We also plan to continue developing new customer relationships by leveraging our national and local sales forces through our 42 branch offices. We believe our reputation as a high quality provider of IT staffing services in our existing markets positions us to grow our share in certain of these markets with limited incremental fixed costs.

Expand Our Geographic Presence. We seek opportunities to expand our national presence by adding additional offices to enable us to reach new clients or provide our services to existing clients in other locations. In

 

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particular, we continue to evaluate expansion to other cities in the United States where we believe the competitive dynamics would be favorable and we could enter with limited investment.

Focus on Higher-Skills Staffing Opportunities. We plan to continue focusing on placements that require more highly skilled IT professionals, which typically generate higher bill rates and margins. We also remain committed to identifying emerging information technology applications that have the potential to generate substantial demand and yield high margins.

Attract and Retain Highly Skilled Consultants. We believe that one of the keys to our success is our ability to attract and retain highly skilled consultants. To achieve this, we seek projects that provide our consultants the opportunity to work on complex applications or to learn new technologies. Our client profile, including approximately 30% of the Fortune 500, is also attractive to professionals with more advanced skill sets. We monitor the market for IT consultants to allow us to offer competitive compensation and benefits. In addition, we continue to expand our online training programs that we offer our consultants and provide consultant resource managers to assist our consultants in their career development and help maintain a positive work environment.

Capitalize on Strategic Acquisition Opportunities. We look for acquisition targets that provide us the opportunity to expand our services to new geographic markets, add new clients to our existing customer base or add new IT practice areas to our existing capabilities. In addition, we believe that strategic acquisitions can enhance our internal growth through cross-selling opportunities that can expand our market share and enhance our profitability by capitalizing on our scalable infrastructure. We believe our operating platform enables us to integrate acquisitions efficiently while reducing corporate overhead and other expenses.

In less than one year, we substantially completed the integration of our merger with Venturi. The integration of the businesses of Old COMSYS and Venturi has resulted in:

 

    consolidation of all 17 duplicate branch offices;

 

    deployment of our proprietary front office information system to the Venturi branch offices;

 

    standardization of compensation plans for account managers, recruiters and managing directors;

 

    implementation of common health care and 401(k) programs;

 

    transition of the Old COMSYS back office information system to Venturi’s PeopleSoft system and transition of legacy Venturi back office and accounting processes to our shared services operation located in Phoenix, Arizona, together resulting in the consolidation of all of our back office operations for COMSYS, including payroll, billing, accounts payable, collections and financial reporting; and

 

    elimination of a substantial number of duplicative staff positions.

In connection with the integration of the information systems, we continue to refine processes related to billing, collections and financial reporting, which we expect to complete in 2006. Until such processes are fully refined, we may experience a delay in billing our customers and collections of accounts receivable.

Sales and Marketing

We employ a centralized sales and marketing strategy that focuses on both national and local accounts. The marketing strategy is implemented on both national and local levels through each of our branch offices. At the national level, we focus on attaining preferred supplier status with Fortune 500 companies, a status that would make us one of a few approved service providers to those companies. An integral part of our marketing strategy at the national level is the use of our account management professionals who generally have over five years of experience in our industry. Their industry experience makes them capable of understanding our clients’ business strategies and IT staffing requirements. We are also supported by:

 

    centralized proposals and contract services departments;

 

    a strategic accounts group;

 

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    a candidate sourcing operation for larger, high-volume clients that obtain contract IT professionals primarily through procurement departments;

 

    a centralized outbound call center for scheduling sales appointments with key contacts at prospective clients;

 

    a project solutions sales force;

 

    a vendor management sales force; and

 

    national recruiting centers for sourcing IT professionals located in the United States.

All of these assist in the development of responses to requests for proposals from large accounts and support our efforts in new client development activity.

Local accounts are targeted through account managers at the branch office level, permitting us to capitalize on the established local expertise and relationships of our branch office employees. These accounts are solicited through personal sales presentations, telephone and e-mail marketing, direct mail solicitation, referrals and advertising in a variety of local and national media. Although local offices retain flexibility with regard to local customer and employee issues, these offices adhere to company-wide policies and procedures and a set of best practices designed to ensure quality standards throughout the organization. Local employees are encouraged to be active in civic organizations and industry trade groups to facilitate the development of new customer relationships and develop local contacts with technology user groups for referral of specific technology skills.

Local office employees report to a managing director who is responsible for day-to-day operations and the profitability of the office. Managing directors report to regional vice presidents. Regional vice presidents have substantial autonomy in making decisions regarding the operations in their respective regions, although sales activities directed toward strategic accounts are coordinated at a national level.

Our company-wide compensation program for account managers and recruiters, which was implemented on January 1, 2005, is intended to provide incentives for higher margin business. A significant component of compensation for account managers and recruiters is commissions, which increase significantly for placements with higher gross profit contribution.

Employees and Consultants

Of our 4,900 consultants on assignment, approximately 70% are employee consultants and approximately 30% are subcontractors and independent contractors. In addition, as of January 1, 2006, we had 761 permanent staff employees consisting primarily of management, administrative staff, account managers and recruiters. None of our employees are covered by collective bargaining agreements, and management believes that its relationships with its employees are good.

We recruit our consultants through both centralized and decentralized recruiting programs. Our recruiters use our internal proprietary database (FOX), the internet, local and national advertisements and trade shows. FOX is an integrated, web-based sales and recruiting application that we developed. The interactive system maintains a current database containing information about more than 400,000 candidates, including their skills, education, desired work location and other employment-related information. The system enables us to scan, process and store thousands of resumes, making it easier for recruiters to identify, qualify and place consultants in a timely manner. FOX also allows billable consultants to electronically review and apply for job openings. In addition, we use our national recruiting center in Houston, Texas for sourcing IT professionals located in the U.S. This center enhances our local recruitment effort by providing additional resources to meet clients’ critical timeframes and broadening our capability to deliver resources in areas of the country where no local office exists. We also recruit qualified candidates through our candidate referral program, which pays a referral fee to eligible individuals responsible for attracting new recruits that are successfully placed by us on an assignment.

 

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We have a specialized selection, review and reference process for our IT consultant candidates that is an integral part of maintaining the delivery of high quality service to our clients. This process includes interviewing each candidate to allow us to assess whether that individual will be an appropriate match for a client’s business culture and performing reference checks. We also conduct a technical competency review of each candidate to determine whether the consultant candidate has the technical capabilities to successfully complete the client assignment. Our technical assessment will often include a formal technology skills assessment through an automated software product. We also undertake additional reviews, including more detailed background checks, at the request of our clients.

In an effort to attract a broad spectrum of qualified billable consultants, we offer a wide variety of employment options and training programs. Through our training and development department, we offer an online training platform to our consultants. This program includes over 900 self-paced IT and business-related courses and eight technical certification paths in course areas such as software development, enterprise data systems, internet and network technologies, web design, project management, operating systems, server technologies and business-related skills. We believe that these training initiatives improve consultant recruitment and retention, increase the technical skills of our personnel and result in better service for our clients. We also provide consultant resource managers to assist our consultants in their career development and help maintain a positive work environment.

Competition

We operate in a highly competitive and fragmented industry. There are relatively few barriers to entry into our markets, and the IT staffing industry is served by thousands of competitors, many of which are small, local operations. There are also numerous large national and international competitors that directly compete with us, including TEKsystems, Inc., Ajilon Consulting, MPS Group, Inc., Kforce Inc., Spherion Corporation, CDI Corp., Computer Horizons Corp. and Analysts International Corp. Some of our competitors may have greater marketing and financial resources than us.

The competitive factors in obtaining and retaining clients include, among others, an understanding of client-specific job requirements, the ability to provide appropriately skilled information technology consultants in a timely manner, the monitoring of job performance quality and the price of services. The primary competitive factors in obtaining qualified candidates for temporary IT assignments are wages, the technologies that will be utilized, the challenges that an assignment presents, the timing of availability of assignments and the types of clients and industries that will be serviced. We believe that our nationwide presence, strength in recruiting and account management and the broad range of customers and industries to which we provide services make us highly competitive in obtaining and retaining clients and recruiting highly qualified consultants.

Regulation

IT staffing firms are generally subject to one or more of the following types of government regulation: (1) regulation of the employer/employee relationship between a firm and its employees, including tax withholding or reporting, social security or retirement, benefits, workplace compliance, wage and hour, anti-discrimination, immigration and workers’ compensation; (2) registration, licensing, record keeping and reporting requirements; and (3) federal contractor compliance.

Trademarks

We believe that the COMSYS® name is extremely valuable and important to our business. We endeavor to protect our intellectual property rights and maintain certain trademarks, trade names, service marks and other intellectual property rights, including vWorxSM. We also license certain other proprietary rights in connection with our businesses. We are not currently aware of any infringing uses or other conditions that would be reasonably likely to materially and adversely affect our use of our proprietary rights.

 

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Seasonality

Our business can be affected by the seasonal fluctuations in corporate IT expenditures. Generally, expenditures are lowest during the first quarter of the year when our clients are finalizing their IT budgets. In addition, our quarterly results may fluctuate depending on, among other things, the number of billing days in a quarter and the seasonality of our clients’ businesses. Our business is also affected by the timing of holidays and seasonal vacation patterns, generally resulting in lower revenues and gross margins in the fourth quarter of each year. Extreme weather conditions may also affect demand in the first and fourth quarters of the year as certain of our clients’ facilities are located in geographic areas subject to closure or reduced hours due to inclement weather. In addition, we experience an increase in our cost of sales and a corresponding decrease in gross profit and gross margin in the first fiscal quarter of each year as a result of resetting certain state and federal employment tax salary limitations.

Available Information

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available free of charge on the Investor Relations page of our website at www.COMSYS.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on our website, or on other websites that may be linked to our website, is not incorporated by reference into this annual report on Form 10-K and should not be considered part of this report or any other filing that we make with the SEC.

EXECUTIVE OFFICERS

Information regarding the executive officers of COMSYS is as follows:

 

Name

   Age   

Position

Larry L. Enterline (1)

   53   

Chief Executive Officer

Michael H. Barker

   51   

Executive Vice President—Field Operations

Ken R. Bramlett, Jr. (2)

   46   

Senior Vice President, General Counsel and Corporate Secretary

David L. Kerr

   53   

Senior Vice President—Corporate Development

Joseph C. Tusa, Jr.

   47   

Senior Vice President, Chief Financial Officer and Assistant Secretary


(1) Mr. Enterline rejoined our Company in February 2006, and replaced Mr. Michael T. Willis, who resigned as Chairman of the Board, Chief Executive Officer and President.
(2) Mr. Bramlett rejoined our Company in January 2006, and replaced Ms. Margaret G. Reed, who resigned as Senior Vice President, General Counsel and Corporate Secretary.

Larry L. Enterline. Mr. Enterline was re-appointed as our Chief Executive Officer effective February 2, 2006. Mr. Enterline had previously served as our Chief Executive Officer from December 2000, when our company was known as Venturi Partners, Inc., until September 30, 2004, when we completed our merger with COMSYS Holding, Inc. He has served as a member of our Board since December 2000 and served as Chairman of the Board from December 2000 until the merger. Prior to joining our company, Mr. Enterline served in a number of senior management positions at Scientific-Atlanta, Inc. from 1989 to 2000, the last of which was Corporate Senior Vice President for Worldwide Sales and Service. He also held management positions in the marketing, sales, engineering and products areas with Bailey Controls Company and Reliance Electric Company from 1974 to 1989. He also serves on the boards of directors of Raptor Networks Technology Inc. and Concurrent Computer Corporation.

 

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Michael H. Barker. Mr. Barker has served as our Executive Vice President – Field Operations since the completion of the merger in September 2004. Prior to the merger, Mr. Barker had served as the President of Division Operations of Venturi since January 2003. From January 2001 through January 2003, Mr. Barker served as President of Venturi’s Technology Division. Prior to that time, Mr. Barker served as President of Divisional Operations of Venturi from October 1999 to January 2001 and as President of its Staffing Services Division from January 1998 until October 1999. Prior to joining Venturi, from 1995 to 1997 Mr. Barker served as the Chief Operations Officer for the Computer Group Division of IKON Technology Services, a diversified technology company.

Ken R. Bramlett, Jr. Mr. Bramlett was re-appointed as our Senior Vice President, General Counsel and Corporate Secretary effective January 3, 2006. Mr. Bramlett had previously served in a number of senior management positions with our company from 1996, when our company was known as Venturi Partners, Inc., until September 30, 2004, when we completed our merger with COMSYS Holding, Inc. His last position prior to the merger was Senior Vice President, General Counsel and Secretary. Prior to rejoining the Company, Mr. Bramlett was a partner in the business law department of Kennedy Covington Lobdell & Hickman LLP, a Charlotte, North Carolina law firm, from March 2005 to December 2005. Mr. Bramlett also serves on the boards of directors of World Acceptance Corporation and Raptor Networks Technology, Inc.

David L. Kerr. Mr. Kerr has served as our Senior Vice President – Corporate Development since the completion of the merger in September 2004. Prior to the merger, Mr. Kerr had served as Senior Vice President – Corporate Development of Old COMSYS since July 2004. Mr. Kerr joined Old COMSYS in October 1999 and served as its Chief Financial Officer and a Senior Vice President until December 2001. Old COMSYS retained Mr. Kerr as an independent consultant from January 2002 to July 2004, during which time Old COMSYS sought his advice and counsel on a number of business matters related to the IT staffing industry including corporate development, mergers and acquisitions, divestitures, sales operations and financial transactions. Prior to joining Old COMSYS, Mr. Kerr was the Founder, Principal Officer, Shareholder and Managing Director of Omni Ventures LLC and Omni Securities LLC. Mr. Kerr was previously a partner with KPMG where he specialized in merger and acquisition transactions.

Joseph C. Tusa, Jr. Mr. Tusa has served as our Senior Vice President and Chief Financial Officer since the completion of the merger in September 2004. Prior to the merger, Mr. Tusa had served as Senior Vice President and Chief Financial Officer of Old COMSYS since December 2001. Mr. Tusa joined Old COMSYS in May 2001 as Senior Vice President of Finance and Administration. Mr. Tusa served as a consultant to Old COMSYS from March 2001 to May 2001. Prior to joining Old COMSYS, Mr. Tusa was a Vice President and Corporate Controller of Metamor Worldwide from February 1997 through October 1997 and served as Senior Vice President from October 1997 through January 2001. Mr. Tusa is a certified public accountant.

ITEM 1.A. RISK FACTORS

In addition to the other information included in this report, the following risk factors should be considered in evaluating our business and future prospects. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to our company and our business. You should also read the other information included in this report, including our financial statements and the related notes.

Risks Related to Our Business

We compete in a highly competitive market with limited barriers to entry and significant pricing pressures and may not be able to continue to successfully compete.

The U.S. IT staffing services market is highly competitive and fragmented. We compete in national, regional and local markets with full-service and specialized staffing agencies, systems integrators, computer systems consultants, search firms and other providers of staffing and consulting services. Although the majority

 

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of our competitors are significantly smaller than we are, a number of competitors have greater marketing and financial resources than us. In addition, there are relatively few barriers to entry into our markets and we have faced, and expect to continue to face, competition from new entrants into our markets. We expect that the level of competition will remain high in the future, which could limit our ability to maintain or increase our market share or maintain or increase gross margins, either of which could have a material adverse effect on our financial condition and results of operations. In addition, from time to time we experience significant pressure from our clients to reduce price levels, and during these periods we may face increased competitive pricing pressures. Competition may also affect our ability to recruit the personnel necessary to fill our clients’ needs. We also face the risk that certain of our current and prospective clients will decide to provide similar services internally. There can be no assurance that we will continue to successfully compete.

Any economic downturn, or the perception that a downturn is possible, may cause our revenues to decline and may adversely affect our results of operations and financial condition.

Our results of operations are affected by the level of business activity of our clients, which in turn is affected by local, regional and global economic conditions. Demand for personnel services is sensitive to changes, as well as perceived changes, in the level of economic activity. As economic activity slows down, or companies believe that a decline in economic activity is possible, companies tend to reduce their use of temporary employees and permanent placement services before undertaking layoffs of their regular employees, resulting in decreased demand for personnel services. Also, as businesses reduce their hiring of permanent employees, revenue from our permanent placement services is adversely affected. As a result, any significant economic downturn, or the perception that a downturn is possible, could reduce our revenues and adversely affect our results of operations and financial condition.

In addition, the economic slowdown from 2000 to 2003 significantly affected the willingness and ability of businesses to invest capital in upgrading or replacing their technology systems and platforms. Many of our clients canceled, reduced or deferred expenditures for technology services during the economic downturn. If capital investment is constrained by a slow economic environment, or by other factors that we can neither control nor predict, then our existing and prospective clients may increasingly defer or cancel installation of new or upgraded technology systems and platforms. As a result, revenues from our technology services business may not regain former levels in the near term and may in fact decline.

Our profitability will suffer if we are not able to maintain current levels of billable hours and bill rates and control our costs.

Our profit margins, and therefore our profitability, are largely dependent on the number of hours billed for our services, utilization rates, the rates we charge for these services and the pay rates of our consultants. Accordingly, if we are unable to maintain these amounts at current levels, our profit margin and our profitability will suffer. The rates we charge for our services are affected by a number of considerations, including:

 

    our clients’ perception of our ability to add value through our services;

 

    competition, including pricing policies of our competitors; and

 

    general economic conditions.

The number of billable hours is affected by various factors, including the following:

 

    the demand for IT staffing services;

 

    the number of billing days in any period;

 

    the quality and scope of our services;

 

    seasonal trends, primarily as a result of holidays, vacations and inclement weather;

 

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    our ability to transition consultants from completed assignments to new engagements;

 

    our ability to forecast demand for our services and thereby maintain an appropriately balanced and sized workforce; and

 

    our ability to manage consultant turnover.

Our pay rates are affected primarily by the supply of and demand for skilled U.S.-based consultants. During periods when demand for consultants exceeds the supply, pay rates may increase.

Some of our costs, such as office rents, are fixed in the short term, which limits our ability to reduce costs in periods of declining revenues. Our current and future cost-management initiatives may not be sufficient to maintain our margins as our level of revenue varies.

We may be unable to attract and retain qualified billable consultants, which could have an adverse effect on our business, financial condition and results of operations.

Our operations depend on our ability to attract and retain the services of qualified billable consultants who possess the technical skills and experience necessary to meet our clients’ specific needs. We are required to continually evaluate, upgrade and supplement our staff in each of our markets to keep pace with changing client needs and technologies and to fill new positions. The IT staffing industry in particular has high turnover rates and is affected by the supply of and demand for IT professionals. This has resulted in intense competition for IT professionals, and we expect such competition to continue. Our customers also may hire our consultants, and direct hiring by customers adversely affects our turnover rate as well. In addition, our consultants’ loyalty to us may have been harmed by our decreasing pay rates in order to preserve our profit margin in the previous market downturn, which may adversely affect our competitive position. Certain of our IT operations recruit consultants who require H-1B visas, and U.S. immigration policy currently restricts the number of new H-1B petitions that may be granted in each fiscal year. Our failure to attract and retain the services of personnel, or an increase in the turnover rate among our employees, could have a material adverse effect on our business, operating results or financial condition. If a supply of qualified consultants, particularly IT professionals, is not available to us in sufficient numbers or on economic terms that are, or will continue to be, acceptable to us, our business, operating results or financial condition could be materially adversely affected.

We depend on key personnel, and the loss of the services of one or more of our senior management or a significant portion of our local management personnel could weaken our management team and our ability to deliver quality services and could adversely affect our business.

Our operations historically have been, and continue to be, dependent on the efforts of our executive officers and senior management. In addition, we are dependent on the performance and productivity of our respective regional operations executives, local managing directors and field personnel. The loss of one or more of these employees could have an adverse effect on our operations, including our ability to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions. Our ability to attract and retain business is significantly affected by local relationships and the quality of services rendered by branch managerial personnel. If we are unable to attract and retain key employees to perform these services, our business, financial condition and results of operations could be materially adversely affected.

Our dependence on large customers and the risks we assume under our contracts with them could have a material adverse effect on our revenues and results of operations.

We depend on several large customers for a significant portion of our revenues. Generally, we do not provide services to our customers under long-term contracts. If one or more of our large customers terminated an existing contract or substantially reduced the services they purchase from us, our revenues and results of operations would be adversely affected. In addition, large customers, including those with preferred supplier

 

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arrangements, increasingly have been seeking pricing discounts in exchange for higher volumes of business. Furthermore, we may be required to accept less favorable terms regarding risk allocation, including assuming obligations to indemnify our clients for damages sustained in connection with the provision of our services. These factors may potentially adversely affect our revenues and results of operations.

We have substantial debt obligations that could restrict our operations and adversely affect our business and financial condition.

We have substantial indebtedness. On December 14, 2005, we entered into a new $230.0 million secured credit facility consisting of a $120.0 million senior secured revolving credit facility, a $10.0 million senior secured term loan and a $100.0 million junior secured term loan. As of January 1, 2006, our outstanding debt was approximately $142.3 million.

Our substantial indebtedness could have adverse consequences, including:

 

    increasing our vulnerability to adverse economic and industry conditions;

 

    limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

 

    limiting our ability to borrow additional funds.

Our outstanding debt bears interest at a variable rate, subjecting us to interest rate risk. Even though we have protected a portion of our interest rate risk with an interest rate swap and cap, in the event economic conditions result in higher interest rates, our debt service requirements on our outstanding debt will also increase. Our debt service requirements require the use of a substantial portion of our operating cash flow to pay interest on our debt instead of other corporate purposes. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our debt. Our cash flow and capital resources may not be sufficient for payment of interest on and principal of our debt in the future, and any such alternative measures may not be successful or may not permit us to meet scheduled debt service obligations. Any failure to meet our debt obligations could harm our business and financial condition.

Restrictive financing covenants limit the discretion of our management and may inhibit our operating flexibility.

Our credit facilities contain a number of covenants that limit the discretion of our management with respect to certain business matters. Our credit facilities contain covenants that, among other things, restrict our ability to:

 

    incur additional indebtedness;

 

    repurchase shares;

 

    declare or pay dividends and other distributions;

 

    incur liens;

 

    make capital expenditures;

 

    make certain investments or acquisitions;

 

    repay debt; and

 

    dispose of property.

In addition, under our credit facilities, we are required to satisfy a minimum EBITDA requirement, a minimum fixed charge coverage ratio and a maximum total leverage ratio. A breach of any covenants governing our debt would permit the acceleration of the related debt and potentially other indebtedness under cross-default

 

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provisions, which could harm our business and financial condition. These restrictions may place us at a disadvantage compared to our competitors that are not required to operate under such restrictions or that are subject to less stringent restrictive covenants.

We may suffer losses due to the conduct of our employees or our clients during staffing assignments.

We employ and place people generally in the workplaces of other businesses. Attendant risks of this activity include possible claims of discrimination and harassment, employment of illegal aliens, violations of wage and hour requirements, errors and omissions of temporary employees, particularly of professionals, misuse of client proprietary information, misappropriation of funds, other criminal activity or torts and other similar claims. In some instances we have agreed to indemnify our clients against some or all of the foregoing matters. We will be responsible for these indemnification obligations, to the extent they remain in effect, and may in the future agree to provide similar indemnities to some of our prospective clients. In certain circumstances, we may be held responsible for the actions at a workplace of persons not under our direct control. Although historically we have not had any significant problems in this area, there can be no assurance that we will not experience such problems in the future or that our insurance, if any, will be sufficient in amount or scope to cover any such liability. The failure of any of our employees or personnel to observe our policies and guidelines, relevant client policies and guidelines, or applicable federal, state or local laws, rules and regulations, and other circumstances that cannot be predicted, could have a material adverse effect on our business, operating results and financial condition.

Additional government regulation and rising health care and unemployment insurance costs and taxes could have a material adverse effect on our business, operating results and financial condition.

We are required to pay a number of federal, state and local payroll and related costs, including unemployment taxes and insurance, workers’ compensation, FICA and Medicare, among others, for our employees. We also provide various benefits to our employees, including health insurance. Significant increases in the effective rates of any payroll-related costs would likely have a material adverse effect on our results of operations unless we can pass them along to our customers. Our costs could also increase if health care reforms expand the scope of mandated benefits or employee coverage or if regulators impose additional requirements and restrictions related to the placement of personnel.

We generally seek to increase fees charged to our clients to cover increases in health care, unemployment and other direct costs of services, but our ability to pass these costs to our clients over the last several years has diminished. There can be no assurance that we will be able to increase the fees charged to our clients in a timely manner and in a sufficient amount if these expenses continue to rise. There is also no assurance that we will be able to adapt to future regulatory changes made by the Internal Revenue Service, the Department of Labor or other state and federal regulatory agencies. Our inability to increase our fees or adapt to future regulatory changes could have a material adverse effect on our business, operating results and financial condition.

We are subject to the requirements of Section 404 of the Sarbanes-Oxley Act. If the costs related to Section 404 compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.

Commencing with our fiscal year ended January 1, 2006, we are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures. This section also requires that our independent registered public accounting firm opine on those internal controls and management’s assessment of those controls. During the course of our evaluation and integration of the internal controls of our business, we identified areas requiring improvement, and we have designed enhanced processes and controls to address issues identified through this review.

 

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The out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act have been significant. If the future time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected. If we fail to fully comply with the requirements of Section 404 or if our auditors report a material weakness in connection with the presentation of our financial statements, the accuracy and timeliness of the filing of our periodic reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to adapt to the industry trend towards the use of offshore outsourcing.

In the past few years, more companies are using, or are considering using, low cost “offshore” outsourcing centers, particularly in India, to perform technology related work and projects. This trend has contributed to the decline in domestic IT staff augmentation revenue as well as on-site solutions oriented projects. Our inability to adapt to this trend effectively may adversely impact our revenue growth and profitability.

We have had substantial intangible assets and have incurred significant impairment charges, and may incur further charges if there are significant adverse changes to our outlook.

Our intangible assets consist principally of goodwill and customer-based intangibles resulting from the acquisition of businesses from unrelated third parties for cash and other consideration. We have accounted for these acquisitions using the purchase method of accounting, with the assets and liabilities of the businesses acquired recorded at their estimated fair values as of the dates of the acquisitions. Goodwill in an amount equal to the excess of cost over fair value of the net assets acquired has been recorded at historical cost. Our other intangible assets consist mainly of the value of our customer base.

We have adopted Statement of Financial Accounting Standards No. 142, which prohibits the amortization of goodwill and indefinite-lived intangible assets and requires that goodwill and other indefinite-lived intangible assets be tested annually for impairment. We perform these tests on an annual basis, and any significant adverse changes in our expected future operating results or outlook would likely result in impairment of the affected intangible assets.

Adverse results in tax audits could require significant cash expenditures or expose us to unforeseen liabilities.

We are subject to periodic federal, state and local income tax and payroll tax audits for various tax years. Although we attempt to comply with all taxing authority regulations, adverse findings or assessments made by the taxing authorities as the result of an audit could have a material adverse affect on our business, financial condition and results of operations.

We may be subject to lawsuits and claims, which could have a material adverse effect on our financial condition and results of operations.

A number of lawsuits and claims are pending against us, and additional claims and lawsuits may arise in the future. Litigation is inherently uncertain and may be costly and time consuming to resolve, and may have a material adverse effect on our financial condition and results of operations.

 

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Concentration of services in metropolitan areas may adversely affect our revenues in the event of extraordinary events.

A significant portion of our revenues is derived from services provided in major metropolitan areas. A terrorist attack, such as that of September 11, 2001, or other extraordinary events in any of these markets could have a material adverse effect on our revenues and results of operations.

We depend on the proper functioning of our information systems.

We are dependent on the proper functioning of information systems in operating our business. Critical information systems are used in every aspect of our daily operations, most significantly, in the identification and matching of staffing resources to client assignments and in the customer billing and consultant payment functions. Our systems are vulnerable to natural disasters, fire, terrorist acts, power loss, telecommunications failures, physical or software break-ins, computer viruses and other similar events. If our critical information systems fail or are otherwise unavailable, we would have to accomplish these functions manually, which could temporarily impact our ability to identify business opportunities quickly, maintain billing and client records reliably and bill for services efficiently. In addition, we depend on third party vendors for certain functions whose future performance and reliability we cannot control.

Our certificate of incorporation contains certain provisions that could discourage an acquisition or change in control of COMSYS.

Our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval. Our board of directors has the power to determine the price and terms of any preferred stock. The ability of our board of directors to issue one or more series of preferred stock without stockholder approval could deter or delay unsolicited changes of control by discouraging open market purchases of new common stock or a non-negotiated tender or exchange offer for our common stock. Discouraging open market purchases may be disadvantageous to our stockholders who may otherwise desire to participate in a transaction in which they would receive a premium for their shares.

In addition, some provisions of our certificate of incorporation and bylaws may also discourage a change of control by means of a tender offer, open market purchase, proxy contest or otherwise. These provisions include:

 

    special approvals for certain related-party transactions until September 30, 2007;

 

    special approvals for certain fundamental corporate transactions or to amend our charter or certain provisions of our bylaws until September 30, 2007; and

 

    requiring stockholder action to be at a stockholders meeting and not by written consent of the stockholders.

In addition, we have entered into a voting agreement giving Wachovia Investors, Inc. the right to designate nominees for election to our board of directors, which may have the effect of preventing, or making more difficult, changes in control of our company.

Ownership of our common stock is concentrated among a small number of major stockholders that have the ability to exercise significant control over us and whose interests may differ from the interests of other stockholders.

As of March 15, 2006, Wachovia Investors, Inc. beneficially owned 39.0% of our outstanding common stock, Inland Partners, L.P. and Link Partners, L.P. collectively beneficially own 8.3% of our outstanding common stock and MatlinPatterson Global Opportunities Partners L.P. and its affiliates beneficially own 7.8% of our outstanding common stock. In addition, pursuant to the terms of a voting agreement entered into in connection with the merger, our principal stockholder, Wachovia Investors, has the right to recommend to the

 

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nominating committee of our board four to six nominees to be elected to our board of directors, depending on the size of the board, during the first three years after the merger, and each stockholder party to the voting agreement has agreed to vote its shares of our common stock in favor of such nominees. The voting agreement may have the effect of delaying or preventing a change in our management. As a practical matter, Wachovia Investors acting alone or these stockholders collectively will be able to exert significant influence over, or determine, the direction taken by us and the outcome of future matters submitted to our stockholders, including the terms of any proposal to acquire us, subject to some limited protections afforded to minority stockholders under our charter. These protections include special approval requirements during the first three years after the merger for fundamental corporate transactions, some related-party transactions and amendments to our charter and to certain provisions of our bylaws.

Our failure to achieve our strategic goal of shifting more of our business into the IT solutions area could adversely impact our growth rate and profitability.

As market factors continue to pressure our revenue growth and margins in the IT staffing area, we have developed a strategy of shifting more of our business mix into the higher growth and higher margin solutions areas to complement our core business. We have committed resources and substantial management attention to our managed solutions group, which currently offers vendor management services, applications development and other consulting services with emphasis on business intelligence, SAS, ERP, infrastructure data solutions and globalization and localization services. There can be no assurance that we will succeed in our strategy of shifting more of our business mix into these areas, or into other areas within the solutions sector of the IT services industries. Our failure to achieve this strategic objective could adversely impact our growth rate and profitability.

Risks Related to the Merger and the Sale of Our Commercial Staffing Business

Integration of the operations of Venturi and Old COMSYS following the merger presents significant challenges that may keep COMSYS from realizing some of the anticipated benefits of the merger.

We completed the merger of our wholly owned subsidiary, VTP, Inc., with and into Old COMSYS on September 30, 2004. The integration of two independent companies is a complex, costly and time-consuming process that presents significant challenges, including:

 

    retaining and assimilating key officers and employees;

 

    consolidating corporate and administrative functions, including transitioning to centralized processes and procedures for corporate functions such as contract services, risk management, payroll and billing;

 

    transitioning to uniform policies throughout the organization;

 

    minimizing the diversion of management’s attention from ongoing business concerns;

 

    preserving the customer, supplier, marketing and promotional relationships and other important relationships of both companies;

 

    successfully commercializing products and services under development and increasing revenues from existing marketed products and services; and

 

    coordinating geographically separate operations.

As part of the integration of the legacy businesses of Old COMSYS and Venturi, we transitioned all back office functions to the COMSYS shared services center located in Phoenix, Arizona and consolidated all of our back office operations, including payroll, billing, accounts payable, collections and financial reporting. In connection with the integration of the information systems, we continue to refine processes related to billing, collections and financial reporting, which we expect to complete in 2006. Until such processes are fully refined, we may experience a delay in billing our customers and collections of accounts receivable.

 

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We may be subject to liabilities arising from the sale of our commercial staffing services subsidiary, which could have a material adverse effect on our business, operating results and financial condition.

In connection with the sale of our commercial staffing services subsidiary, Venturi Staffing Partners, Inc., on September 30, 2004, we agreed to indemnify CBS Personnel Services, Inc. (formerly Compass CS Inc.) and its affiliates for any losses, damages or expenses they incur in connection with the following:

 

    any breach of any of our representations and warranties in the stock purchase agreement (including the disclosure letter) or any other document or certificate we delivered in connection with the closing;

 

    any breach of our covenants or obligations in the stock purchase agreement to the extent such breach was not disclosed on our closing certificate;

 

    any claims for payments due from Venturi Staffing Partners, Inc. with respect to the Venturi Partners, Inc. non-qualified profit-sharing plan; and

 

    the failure to obtain any third-party consent required in connection with the completion of the commercial staffing services sale.

Although our indemnity obligation has expired with respect to breaches of most of our representations and warranties, our indemnity obligation for any breach of our representation regarding tax matters extends through the applicable statute of limitations and there is no time limit on claims brought in connection with any breach of our representations regarding authorization of the transactions, corporate power and authority, absence of conflicts with our organizational documents or board resolutions, capitalization of Venturi Staffing Partners, Inc. or absence of brokerage commissions due or claims based on our failure to fulfill our obligations under the non-qualified profit-sharing plan.

With the exception of certain claims, we are not liable for any claims until the aggregate amount of the claims exceeds $200,000, and then we are liable only for the amount of damages in excess of $100,000. Under our agreement with CBS Personnel Services, our indemnification obligations cannot exceed $5 million, except for liabilities relating to taxes and certain unemployment and unclaimed property taxes. We placed $2.5 million in escrow at closing to secure our obligations relating to these unemployment and unclaimed property taxes, but liabilities with respect to these matters could exceed the escrow amount. Liability incurred by us pursuant to these indemnification obligations could have a material adverse effect on our business, operating results and financial condition.

Risks Related to an Investment in Our Common Stock

Shares of our common stock have been thinly traded in the past and the prices at which our common stock will trade in the future could fluctuate significantly.

As of January 1, 2006, there were 18,737,937 shares of common stock issued and outstanding. Although our common stock is listed on the Nasdaq National Market and a trading market exists, the trading volume has not been significant and there can be no assurance that an active trading market for our common stock will develop or be sustained in the future. Our average daily trading volume during 2005 was approximately 15,175 shares. As a result of the thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock is less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger. The prices at which our common stock will trade in the future could fluctuate significantly.

 

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Future sales of shares may adversely affect the market price of our shares.

Future sales of our shares, or the availability of shares for future sale, may have an adverse effect on the market price of our shares. Sales of substantial amounts of our shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our shares and may make it more difficult for you to sell your shares at a time and price that you deem appropriate.

The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings.

The market price of our shares may fluctuate significantly. In addition to lack of liquidity, many factors that are beyond our control may affect the market price and marketability of our shares and may adversely affect our ability to raise capital through equity financings. These factors include the following:

 

    price and volume fluctuations in the stock markets generally;

 

    changes in our earnings or variations in operating results;

 

    any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;

 

    changes in regulatory policies or tax laws;

 

    operating performance of companies comparable to us;

 

    general economic trends and other external factors; and

 

    loss of a major funding source.

Concentrated ownership of large blocks of our common stock may affect the value of shares held by others and our ability to access public equity markets.

Our current degree of share ownership concentration may reduce the market value of common stock held by other investors for several reasons, including the perception of a “market overhang,” which is the existence of a large block of shares readily available for sale that could lead the market to discount the value of shares held by other investors.

We may need to access the public equity markets to secure additional capital to pursue our acquisition strategy and meet other financial needs. Our registration obligations to our significant stockholders could limit our ability or make it more difficult for us to raise funds through common stock offerings upon desirable terms or when required. Our failure to raise additional capital when required could:

 

    restrict growth, both internally and through acquisitions;

 

    inhibit our ability to invest in technology and other products and services that we may need; and

 

    adversely affect our ability to compete in our markets.

We do not intend to pay cash dividends on our common stock in the foreseeable future, and therefore only appreciation of the price of our common stock will provide a return to our stockholders.

We have not historically paid cash dividends on our common stock, and we currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in the foreseeable future. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors. In addition, the terms of our credit facilities prohibit us from paying dividends and making other distributions. As a result, only appreciation of the price of our common stock, which may not occur, will provide a return to our stockholders.

 

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ITEM 1.B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We are headquartered in Houston, Texas and maintain 42 offices in 26 states and one in the United Kingdom. We generally lease our office space under leases with initial terms of five to seven years. These leases typically contain such terms and conditions that are customary in each geographic market. Our offices are usually in office or industrial buildings, and occasionally in retail buildings, and our headquarters facilities and regional offices are in similar facilities. We believe that our offices are well maintained and suitable for their intended purpose.

ITEM 3. LEGAL PROCEEDINGS

From time to time we are involved in certain disputes and litigation relating to claims arising out of our operations in the ordinary course of business. Further, we are periodically subject to government audits and inspections. In the opinion of our management, matters presently pending will not, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock is listed and traded on the Nasdaq National Market under the symbol “CITP.” From May 13, 2004 until the merger, our common stock traded on the Nasdaq National Market under the symbol “VENP.” From November 21, 2002 until May 13, 2004, our common stock traded on the OTC Bulletin Board maintained by the National Association of Securities Dealers, which we refer to as the OTC Bulletin Board.

The following table includes:

 

    the range of high and low bids for our common stock as reported by the OTC Bulletin Board for the first quarter of fiscal 2004 and for the second quarter of fiscal 2004 through May 13, 2004, which quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not reflect actual transactions; and

 

    the high and low sales prices for our common stock as reported on the Nasdaq National Market for each quarter during the period from May 13, 2004 through January 1, 2006.

 

     High    Low

2004

     

First Quarter

   $ 13.85    $ 11.00

Second Quarter (through May 13, 2004)

     14.50      12.80

Second Quarter (May 14, 2004 through June 27, 2004)

     14.25      12.49

Third Quarter

     15.15      7.85

Fourth Quarter

     12.00      7.40

2005

     

First Quarter

   $ 17.24    $ 10.00

Second Quarter

     20.25      11.43

Third Quarter

     21.14      10.02

Fourth Quarter

     15.18      9.20

As of March 10, 2006, the closing price of our common stock was $11.01, there were 18,737,939 shares of our common stock outstanding and there were 1,401 holders of record of our common stock.

Dividend Policy

Because our policy has been to retain earnings for use in our business, we have not historically paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business. In addition, our credit facility currently prohibits the payment of cash dividends. In the future, our board of directors will determine whether to pay cash dividends based on conditions then existing, including our earnings, financial condition, capital requirements, financing arrangements, the terms of our credit agreements and other contractual obligations and any other factors our board of directors deems relevant.

ITEM 6. SELECTED FINANCIAL DATA

You should read the following selected consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this report.

 

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Index to Financial Statements

For accounting purposes, the merger of Old COMSYS with Venturi was treated as a reverse merger in which Old COMSYS was deemed to be the acquirer. The selected financial data for all periods prior to the merger on September 30, 2004 reflect the historical results of Old COMSYS. The selected financial data for periods subsequent to September 30, 2004 reflect financial results of COMSYS after giving effect to the merger and include Venturi’s results of operations from the effective date of the merger.

The consolidated statements of operations data for the fiscal years ended January 1, 2006, January 2, 2005 and December 31, 2003 and the consolidated balance sheet data at January 1, 2006 and January 2, 2005 are derived from the audited consolidated financial statements appearing elsewhere in this report. The consolidated statements of operations data for the fiscal years ended December 31, 2002 and 2001 and the consolidated balance sheet data at December 31, 2003, 2002 and 2001 are derived from Old COMSYS’ audited consolidated financial statements that are not included in this report. In light of the merger of Old COMSYS and Venturi, the historical data presented below is not indicative of future results.

 

    

Fiscal Year

Ended

January 1,

2006(1)

  

Fiscal Year

Ended

January 2,
2005(1)

    Fiscal Year Ended December 31,  
          2003     2002     2001  
     (In thousands, except per share data)  

Consolidated Statements of Operations Data:

           

Revenues

   $ 661,657    $ 437,013     $ 332,850     $ 386,947     $ 527,564  

Cost of services

     505,233      331,474       251,501       292,266       396,580  
                                       

Gross profit

     156,424      105,539       81,349       94,681       130,984  

Selling, general and administrative expenses

     118,607      79,378       63,881       69,858       96,233  

Restructuring and integration costs

     4,780      10,322       854       875       3,412  

Stock based compensation

     1,750      6,998       —         —         —    

Goodwill impairment loss

     —        —         —         11,200       —    

Depreciation and amortization

     9,067      14,564       15,870       14,580       49,400  
                                       

Operating income (loss)

     22,220      (5,723 )     744       (1,832 )     (18,061 )

Interest expense and other expenses, net(2)

     17,061      51,848       37,234       14,634       26,762  

Loss on early extinguishment of debt

     2,227      2,986       —         —         5,201  

Income tax expense (benefit)

     783      (5,402 )     760       —         —    

Cumulative effect of accounting change:
goodwill impairment(3)

     —        —         —         (141,500 )     —    
                                       

Net income (loss)

     2,149      (55,155 )     (37,250 )     (157,966 )     (50,024 )

Preferred stock dividends and accretion(2)

     —        —         (19,240 )     (34,737 )     (24,199 )
                                       

Net income (loss) attributable to common stockholders

   $ 2,149    $ (55,155 )   $ (56,490 )   $ (192,703 )   $ (74,223 )
                                       

Basic and diluted earnings (loss) per common share(4)

   $ 0.14    $ (14.20 )   $ (23,153.48 )   $ (78,975.10 )   $ (29,784.51 )

Weighted average basic and diluted shares outstanding(4):

           

Basic

     15,492      3,884       2.4       2.4       2.4  

Diluted

     15,809      3,884       2.4       2.4       2.4  

 

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     At January 1,
2006
   At January 2,
2005
   At December 31,  
           2003     2002     2001  
     (In thousands)  

Consolidated Balance Sheet Data:

  

Total assets(2)

   $ 366,921    $ 322,481    $ 168,119     $ 183,953     $ 366,643  

Mandatorily redeemable preferred stock, redeemable common stock and warrant liability(2)

     —        23,314      360,721       315,509       280,995  

Other debt, including current maturities

     142,273      140,123      111,706       141,353       166,456  

Stockholders’ equity (deficit)(2)

     71,096      36,025      (373,180 )     (318,986 )     (124,250 )

(1) Historically, Old COMSYS’ fiscal year ended on December 31st, while Venturi’s fiscal year ended on the Sunday closest to December 31st. In connection with the merger, we adopted Venturi’s fiscal year-end. Accordingly, our fiscal year-end for 2004 was January 2, 2005 and for 2005 was January 1, 2006.
(2) Effective July 1, 2003, Old COMSYS adopted SFAS No. 150, which resulted in the reclassification of Old COMSYS’ mandatorily redeemable preferred stock and accrued dividends of $337.7 million, and $1.4 million of common stock, to noncurrent liabilities. Stockholder notes receivable for the purchase of redeemable securities were reclassified out of equity and recorded as noncurrent assets. Additionally, Old COMSYS reclassified $3.7 million of unamortized issuance costs associated with the mandatorily redeemable preferred stock to other assets. Old COMSYS also began to recognize dividends declared and the amortization of the deferred issuance costs associated with the mandatorily redeemable preferred stock as interest expense. See Note 2 to the audited historical consolidated financial statements included elsewhere in this report.
(3) Effective January 1, 2002, Old COMSYS adopted SFAS No. 142 and, as a result of its initial impairment test, incurred a goodwill impairment loss that was recorded as the cumulative effect of a change in accounting principle.
(4) The loss per share data and weighted average number of shares outstanding for periods prior to the merger have been retroactively restated to reflect the exchange ratio of 0.0001 of a share of our common stock for each share of Old COMSYS stock outstanding immediately prior to the merger as if such exchange had occurred at the beginning of each of the periods presented.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this report. This discussion contains forward-looking statements reflecting our current expectations and estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this report. For accounting purposes, the merger of Old COMSYS with Venturi was treated as a reverse merger in which Old COMSYS was deemed to be the acquirer. The financial data and discussion and analysis set forth below relating to all periods prior to the merger on September 30, 2004 reflect the historical results of Old COMSYS. The financial data and discussion and analysis set forth below relating to periods subsequent to September 30, 2004 reflect financial results of COMSYS after giving effect to the merger and include Venturi’s results of operations from the effective date of the merger. In light of the merger of Old COMSYS and Venturi, the historical data presented below is not indicative of future results.

Introduction

We are a leading information technology, or IT, services company that provides a full range of specialized staffing and project implementation services and products. The staffing services we provide allow our clients to focus their resources on their core businesses rather than on recruiting, training and managing IT professionals. In using our staffing services, our clients benefit from:

 

    our extensive recruiting channels, providing our clients ready access to highly skilled and specialized IT professionals, often within 48 hours of submitting a placement request;

 

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    access to a flexible workforce, allowing our clients to manage their labor costs more effectively without compromising their IT goals; and

 

    our knowledge of the market for IT resources, providing our clients with qualified candidates at competitive prices.

We contract with our customers to provide both short- and long-term IT staffing services at client locations throughout the United States. Our consultants assist our clients with a wide range of services, including website development and integration, application programming and development, client/server development, systems software architecture and design, systems engineering and systems integration.

In addition to our core IT staffing business, we also offer our customers services that complement our staffing activities, such as:

 

    vendor management, in which we assist our clients in quantifying, consolidating, rationalizing and monitoring their procurement of temporary staffing and other services from multiple suppliers;

 

    project solutions, including software development and maintenance, network design and management and offshore application maintenance and development; and

 

    recruitment and permanent placement of IT professionals.

These additional services provide us opportunities to build relationships with new clients and enhance our service offerings to our existing clients.

Overview

Our business strategy is to become the leading provider of IT staffing services in the United States and to expand on our complementary service offerings. We intend to continue implementing our business strategy through a combination of internal growth and strategic acquisitions that complement or enhance our business.

Industry trends that affect our business include:

 

    rate of technological change;

 

    rate of growth in corporate IT budgets;

 

    penetration of IT staffing in the general workforce;

 

    outsourcing of the IT workforce; and

 

    consolidation of supplier bases.

Beginning in the second half of 2000, the overall growth of the United States economy began to slow. While this slowdown negatively affected most industry segments, it had a significant impact on the telecommunications and internet sectors. The combination of the slowdown in the economy, which also resulted in business failures, and the uncertainty as to when an economic recovery would take place led many companies to postpone or cancel IT projects. As a result, our business declined as evidenced by a 46% reduction in billable consultants from January 2001 through June 2003. During the economic downturn, however, we took steps to strengthen our operations and better position us to grow our business when the economic environment improved. The steps we took included diversifying our client base, implementing consistent business practices across our organization and improving our front office and back office infrastructure.

Since 2003, we have seen signs of improvement in the industry, which can be attributed to an improvement in general economic conditions. We believe that a continuation of the recent economic recovery will drive a renewed need for IT investments and initiatives by corporate clients. We expect this increase in IT spending, combined with the need to maintain financial flexibility by using variable workforce strategies, to result in increased demand for our services.

 

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Our billable consultant headcount increased from approximately 2,500 for Old COMSYS at June 30, 2003 to approximately 3,000 for Old COMSYS prior to the merger on September 30, 2004. Our billable headcount was approximately 4,900 at January 2, 2005 and approximately 5,000 at January 1, 2006. The January 1, 2006 headcount included approximately 150 consultants that we added with the acquisition of Pure Solutions, Inc. in October 2005. Our consultant headcount declined in January 2006 due to normal seasonal project terminations that occur at the end of most calendar years.

We anticipate that our growth will be primarily generated from greater penetration of our service offerings with our current clients, introducing new service offerings to our customers and obtaining new clients. Our strategy for achieving this growth includes expanding our geographic presence, cross-selling our VMS and project solutions services to existing IT staffing customers, aggressively marketing our services to new clients, expanding our range of value-added services, enhancing brand recognition and making strategic acquisitions.

The success of our business depends primarily on the volume of assignments we secure, the bill rates for those assignments, the costs of the consultants that provide the services and the quality and efficiency of our recruiting, sales and marketing and administrative functions. Our brand name, our proven track record, our recruiting and candidate screening processes, our strong account management team and our efficient and consistent administrative processes are factors that we believe are key to the success of our business. Factors outside of our control, such as the demand for IT services, general economic conditions and the supply of qualified IT professionals, will also affect our success.

Our revenue is primarily driven by bill rates and billable hours. Most of our billings for our staffing and project solutions services are on a time-and-materials basis, which means that we bill our customers based on pre-agreed bill rates for the number of hours that each of our consultants works on an assignment. Hourly bill rates are typically determined based on the level of skill and experience of the consultants assigned and the supply and demand in the current market for those qualifications. General economic conditions, macro IT expenditure trends and competition may create pressure on our pricing. Increasingly, large customers, including those with preferred supplier arrangements, have been seeking pricing discounts in exchange for higher volumes of business. Billable hours are affected by numerous factors, such as the quality and scope of our service offerings and competition at the national and local levels. We also generate fee income by providing vendor management and permanent placement services.

Our principal operating expenses are cost of services and selling, general and administrative expenses. Cost of services is comprised primarily of the costs of consultant labor, including employees, subcontractors and independent contractors, and related employee benefits. Approximately 70% of our consultants are employees and the remainder are subcontractors and independent contractors. We compensate most of our consultants only for the hours that we bill to our clients, which allows us to better match our labor costs with our revenue generation. With respect to our consultant employees, we are responsible for employment-related taxes, medical and health care costs and workers’ compensation. Labor costs are sensitive to shifts in the supply and demand of IT professionals, as well as increases in the costs of benefits and taxes.

The principal components of selling, general and administrative expenses are salaries, selling commissions, advertising, lead generation and other marketing costs and branch office expenses. Our branch office network allows us to leverage certain selling, general and administrative expenses, such as advertising and back office functions.

Our back office functions, including payroll, billing, accounts payable, collections and financial reporting, are consolidated in our shared services center in Phoenix, Arizona, which operates on a PeopleSoft platform. We also have a proprietary, web-enabled front-office exchange (FOX) that facilitates the identification, qualification and placement of consultants in a timely manner. We also maintain a national recruiting center, a centralized call center for scheduling sales appointments and a centralized proposals and contract services department. We believe this scalable infrastructure allows us to provide high quality service to our customers and will facilitate our internal growth strategy and allow us to continue to integrate acquisitions rapidly.

 

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The Merger

On September 30, 2004, Old COMSYS completed a merger transaction with Venturi, a publicly traded IT and commercial staffing company, in which COMSYS Holding, Inc. was merged with a wholly owned subsidiary of Venturi. Concurrent with the merger, we sold Venturi’s commercial staffing business for $30.3 million in cash and the assumption of approximately $700,000 in liabilities. At the effective time of the merger, we changed our name to COMSYS IT Partners, Inc. and issued new shares of our common stock to the stockholders of Old COMSYS, resulting in such stockholders owning approximately 55.4% of our outstanding common stock on a fully diluted basis. Since former Old COMSYS stockholders owned a majority of our outstanding common stock upon consummation of the merger, Old COMSYS was deemed the acquiring company for accounting and financial reporting purposes.

The key elements of the integration of the legacy businesses of Old COMSYS and Venturi are substantially complete, resulting in:

 

    consolidation of all 17 duplicate branch offices;

 

    deployment of our proprietary front-office exchange (FOX) information system to the Venturi branch offices;

 

    standardization of compensation plans for all account managers, recruiters and managing directors;

 

    implementation of common health care and 401(k) programs;

 

    transition of the Old COMSYS back office information system to Venturi’s PeopleSoft system and transition of legacy Venturi back office and accounting processes to our shared services operation located in Phoenix, Arizona, together resulting in the consolidation of all of our back office operations for COMSYS, including payroll, billing, accounts payable, collections and financial reporting; and

 

    elimination of a substantial number of duplicative staff positions.

In connection with the integration of the information systems, we continue to refine processes related to billing, collections and financial reporting, which we expect to complete in 2006. Until such processes are fully refined, we may experience a delay in billing our customers and collections of accounts receivable.

 

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Results of Operations

The following table sets forth the percentage relationship to revenues of certain items included in our consolidated statements of operations:

 

     Fiscal Year Ended (1)  
    

January 1,

2006

   

January 2,

2005

   

December 31,

2003

 

Revenues

   100.0 %   100.0 %   100.0 %

Cost of services

   76.4     75.8     75.6  
                  

Gross profit

   23.6     24.2     24.4  

Selling, general and administrative expenses

   17.9     18.2     19.2  

Restructuring and integration costs

   0.7     2.4     0.2  

Stock compensation expense

   0.2     1.6     —    

Depreciation and amortization

   1.4     3.3     4.8  
                  

Operating income (loss)

   3.4     (1.3 )   0.2  

Interest expense and other expenses, net

   2.7     11.8     11.2  

Loss on early extinguishment of debt

   0.3     0.7     —    

Income tax expense (benefit)

   0.1     (1.2 )   0.2  
                  

Net income (loss)

   0.3 %   (12.6 )%   (11.2 )%
                  

Billable headcount at end of period

   5,002     4,888     2,867  

(1) Historically, Old COMSYS’ fiscal year ended on December 31st, while Venturi’s fiscal year ended on the Sunday closest to December 31st. In connection with the merger, we adopted Venturi’s fiscal year-end. Accordingly, our fiscal year-end for 2004 was January 2, 2005 and for 2005 was January 1, 2006.

Year Ended January 1, 2006 Versus Year Ended January 2, 2005

We recorded operating income of $22.2 million and net income of $2.1 million in 2005 compared to an operating loss of $5.7 million and a net loss of $55.2 million in 2004. The increase in operating income was due primarily to the merger with Venturi as well as a general improvement in the Company’s operating results subsequent to the fourth quarter of 2004. In addition, restructuring and integration charges declined significantly in 2005 due to the timing of integrating Venturi and Old COMSYS and depreciation and amortization expense declined in 2005 as certain intangible assets were fully amortized during 2004 and 2005. A decrease in net interest expense of $33.6 million in 2005, due primarily to the redemption of Old COMSYS mandatorily redeemable preferred stock in connection with the merger, also contributed to the improvement in our results of operations. See “—Interest Expense.”

Revenues. Revenues for 2005 and 2004 were $661.7 million and $437.0 million, respectively, representing an increase of 51.4%. The increase was due to revenues added from the merger and overall economic growth in the United States, which led to higher levels of billable consultant placements and utilization, largely in the second half of 2005. Vendor management related fee revenue increased 108.8% from $6.8 million in 2004 to $14.2 million in 2005 due to the addition of Venturi’s VMS revenue and the expansion and implementation of vendor management programs in response to increasing demand for such services among Fortune 500 companies. Average bill rates were slightly higher in 2005 than in 2004 reflecting the easing of bill rate pressures as economic conditions continued to improve. Bill rate pressures continue to exist, particularly among Fortune 500 clients. Our revenue growth was driven primarily by our clients in the financial services and telecommunications industry sectors. Revenues from the financial services sector increased by $62.0 million, or 45.0%, in 2005 compared to 2004. Revenues from the telecommunications sector increased over these same periods by $14.8 million, or 18.9%.

 

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Cost of Services. Cost of services for 2005 and 2004 were $505.2 million and $331.5 million, respectively, representing an increase of 52.4%. The increase was due to our combined operations following the merger. Cost of services as a percentage of revenue increased slightly from 75.8% in 2004 to 76.4% in 2005. The increase in cost of services as a percentage of revenue was primarily due to increases in pay rates for billable consultants, state unemployment taxes and health care expenses.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in 2005 and 2004 were $118.6 million and $79.4 million, respectively, representing an increase of 49.4%. In addition to the effect of the merger, the increase was due to: (i) higher commissions and other performance-related incentives resulting from increases in revenues and operating income and the addition of certain field operations employees; (ii) a $3.1 million increase in the provision for bad debts; (iii) fees and expenses related to proposed stock and bond offerings that were withdrawn in the aggregate amount of $2.0 million; and (iv) costs related to achieving compliance with Section 404 of the Sarbanes-Oxley Act of 2002. As a percentage of revenue, selling, general and administrative expenses decreased from 18.2% in 2004 to 17.9% in 2005. The decrease as a percentage of revenue was due to our ability to leverage fixed overhead costs over an expanding revenue base.

Restructuring and Integration Costs. Restructuring and integration costs amounted to $4.8 million in 2005 compared to $10.3 million in 2004. The expenses in both years represent integration, restructuring and transition costs associated with the merger with Venturi, comprised primarily of expenses related to duplicative leases, redundant headcount, severance arrangements, asset write-offs and integration services provided by third parties.

The following is an analysis of the restructuring reserve for the year ended January 1, 2006 (in thousands):

 

    

Employee

severance

    Lease costs    

Professional

fees

    Total  

Balance at January 2, 2005

   $ 2,234     $ 7,986     $ 48     $ 10,268  

Adjustments

     —         (1,617 )     —         (1,617 )

Charges

     750       —         —         750  

Cash payments

     (2,472 )     (3,906 )     (48 )     (6,426 )
                                

Balance, January 1, 2006

   $ 512     $ 2,463     $ —       $ 2,975  
                                

In July 2005, we reorganized our management team in the process of integrating Venturi’s operations into COMSYS. This reorganization resulted in the elimination of approximately 20 staff positions and, as a result, we recorded an additional restructuring charge of $750,000 in the third quarter of 2005 for severance payouts.

Stock Based Compensation. Stock based compensation expense in 2005 was $1.75 million, which represents amortization of deferred stock based compensation related to restricted stock. In the merger, all of the outstanding shares of Old COMSYS Class D redeemable preferred stock, which were issued as of July 1, 2004 under the Old COMSYS 2004 Management Incentive Plan, were exchanged for 1.4 million shares of our common stock. Of these shares, 468,615 shares were vested at the closing of the merger, and on January 1, 2005, an additional 156,205 shares vested. On January 1, 2006, an additional 156,205 shares vested and another 156,205 shares will vest on January 1, 2007, resulting in compensation expense of $1.75 million in each of fiscal 2005 and 2006. The expense related to shares that vest automatically is accrued throughout the year. The remaining 468,614 shares will vest if certain earnings and other performance based criteria specified in the 2004 Management Incentive Plan are met. The vesting of all unvested shares will be accelerated upon the occurrence of certain events as specified in the 2004 Management Incentive Plan, and the associated stock based compensation expense will be recognized at the time of such accelerated vesting. The earnings targets were not met for 2004 or 2005. See Note 10 to the audited consolidated financial statements included elsewhere in this report.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation of our fixed assets and amortization of our customer base intangible assets. For 2005 and 2004, depreciation and

 

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amortization expense was $9.1 million and $14.6 million, respectively, representing a decrease of 37.7%. The decline was due to lower amortization expense related to customer base and contract cost intangible assets that became fully amortized in late 2004 and in 2005.

Interest Expense. Interest expense was $17.3 million and $50.8 million in 2005 and 2004, respectively, a decrease of $33.6 million that was due to a decrease in dividends on our mandatorily redeemable preferred stock and a $502,000 gain from the change in fair value of our interest rate cap and swap. Statement of Financial Accounting Standards (“SFAS”) No. 150 requires that dividends on mandatorily redeemable preferred stock be recorded as interest expense. As a result, interest expense includes dividends and amortization of stock issuance costs in the amount of $3.5 million in 2005 and $34.4 million in 2004. The decrease in dividends in 2005 was due to the redemption of Old COMSYS preferred stock in connection with the merger in September 2004.

Net interest expense on borrowings under our credit facilities, which includes amortization of related debt issuance costs, was $14.3 million in 2005 compared to $16.4 million in 2004. The decrease was due to the repayment of $64.8 million of senior subordinated notes in the third quarter of 2004 with a weighted average interest rate of 16.6% at September 30, 2004 and the repayment of a $7.8 million interest deferred note with an interest rate of 11.0%, compounded quarterly. More favorable interest rates under the new senior credit facility entered into in connection with the merger more than offset the effect of the increase in borrowings under this facility. See “Liquidity and Capital Resources—Overview.”

Provision for Income Taxes. Income tax expense in 2005 includes the utilization of acquired net deferred tax assets from the Venturi merger and a provision for income taxes related to our United Kingdom operation. As of January 1, 2006, we had combined state and federal net operating loss carryforwards of approximately $316.0 million and had recorded a reserve against the assets for net operating loss carryforwards due to the uncertainty related to the realization of these amounts. In 2004, we received a $5.4 million income tax refund related to the carryback of 2001 net operating losses. As a result, the valuation allowance for deferred tax assets was reduced and a $5.4 million income tax benefit was recognized in the 2004 statement of operations. No other federal tax provision or benefit was recorded in 2004.

Year Ended January 2, 2005 Versus Year Ended December 31, 2003

We recorded a loss from operations of $5.7 million and a net loss of $55.2 million in 2004 compared to operating income of $744,000 and a net loss of $37.3 million in 2003. The operating loss was due primarily to increased restructuring and integration costs of $9.5 million and increased stock based compensation expense of $7.0 million, partially offset by approximately $2.2 million of operating income generated by the IT staffing business of Venturi since the merger, which is included in our 2004 operating results. Net interest expense increased $13.6 million from 2003 to 2004 due primarily to higher dividends on mandatorily redeemable preferred stock. Loss on early extinguishment of debt increased $3.0 million due to the write-off of unamortized deferred financing costs and a $1.1 million prepayment penalty arising from the refinancing of Old COMSYS’ debt in the third quarter of 2004. Income tax expense decreased $6.2 million due primarily to a $5.4 million tax refund received in 2004.

Revenues. Revenues for 2004 and 2003 were $437.0 million and $332.9 million, respectively, representing an increase of 31%. Revenue for 2004 includes $66.1 million attributable to Venturi’s operations subsequent to the merger on September 30, 2004. Old COMSYS’ billable headcount increased from 2,867 at December 31, 2003 to 3,066 at January 2, 2005, reflecting improved economic conditions that resulted in increased demand for Old COMSYS’ IT services and stabilization of project deferrals and cancellations. In addition, vendor management related fee revenue for Old COMSYS increased 27% from $5.4 million in 2003 to $6.8 million in 2004 due to the expansion and implementation of vendor management programs in response to increasing demand for such programs among major companies. These increases were slightly offset by a 0.5% decrease in Old COMSYS’ average bill rate, which was $64.28 in 2004 compared to $64.97 in the prior year period. The decrease in the full year average bill rate compared to 2003 was due entirely to lower year-over-year bill rates in

 

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the first half of 2004. In the second half of 2004, average bill rates were approximately 0.5% higher than the same period of 2003 reflecting the easing of bill rate pressures as economic conditions continued to improve. Old COMSYS’ revenue growth was primarily attributable to its clients in the financial services and telecommunications industry sectors. Revenues from the financial services sector for Old COMSYS increased by $28.1 million, or 25.6%, in 2004 compared to 2003 and accounted for 37.2% of Old COMSYS’ revenues in 2004. Revenues from the telecommunications sector increased over these same periods by $19.5 million, or 33.1%, and represented 21.1% of Old COMSYS’ 2004 revenues.

Cost of Services. Cost of services for 2004 and 2003 were $331.5 million and $251.5 million, respectively, representing an increase of 32%. Cost of services for 2004 includes $49.6 million attributable to Venturi’s operations subsequent to the merger on September 30, 2004. Cost of services as a percentage of revenue increased slightly from 75.6% in 2003 to 75.8% in 2004. The increase in cost of services as a percentage of revenue was primarily due to increases in state unemployment taxes and health care expenses.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in 2004 and 2003 were $79.4 million and $63.9 million, respectively, representing an increase of 24.3%. Selling, general and administrative expenses in 2004 include $10.9 million attributable to Venturi’s operations subsequent to the merger on September 30, 2004. In addition to the effect of the merger, the increase was due to higher commissions and other performance-related incentives resulting from increases in revenues and operating income and the addition of certain field operations employees. This increase was partially offset by a decrease in bad debt expense resulting from the collection of $1.8 million of accounts receivable from a customer that emerged from bankruptcy; these receivables had been fully reserved. As a percentage of revenue, selling, general and administrative expenses decreased from 19.2% in 2003 to 18.6% (excluding the $1.8 million credit to bad debt expense) in 2004. The decrease as a percentage of revenue was due to our ability to leverage fixed overhead costs over an expanding revenue base.

Restructuring and Integration Costs. Restructuring and integration costs amounted to $10.3 million in 2004 compared to $854,000 in 2003. The 2004 expenses represent integration, restructuring and transition costs associated with the merger with Venturi, comprised primarily of expenses related to duplicative leases, redundant headcount, severance arrangements, asset write-offs and integration services provided by third parties. Restructuring and integration costs for 2003 represented severance payments in connection with a workforce reduction plan implemented in August 2003.

The following is an analysis of the restructuring reserve for the year ended January 2, 2005 (in thousands):

 

    

Employee

severance

    Lease costs    

Professional

fees

    Total  

Balance at December 31, 2003

   $ 360     $ —       $ —       $ 360  

Purchase price allocation

     4,241       5,973       1,782       11,996  

Charges

     1,838       2,819       70       4,727 (1)

Cash payments

     (4,205 )     (806 )     (1,804 )     (6,815 )
                                

Balance, January 2, 2005

   $ 2,234     $ 7,986     $ 48     $ 10,268  
                                

(1) This amount is included in the aggregate restructuring and integration costs of $10.3 million recorded in fiscal 2004.

Stock Based Compensation. Stock based compensation expense in 2004 was $7.0 million. In connection with the merger, all the outstanding shares of Old COMSYS Class D redeemable preferred stock, which were issued under the Old COMSYS 2004 Management Incentive Plan, were exchanged for 1.4 million shares of COMSYS common stock. Of these shares, 468,615 shares were vested at the closing of the merger, resulting in the recognition of $5.3 million of stock based compensation expense. This compensation expense was based on a

 

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weighted average value of $11.20 per share of Venturi common stock. On January 1, 2005, 156,205 additional shares vested, resulting in the recognition of an additional $1.7 million in stock based compensation expense in fiscal 2004. This expense amount was also based on a per share value of $11.20.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation of our fixed assets and amortization of our customer base and contract cost intangible assets. For 2004 and 2003, depreciation and amortization expense was $14.6 million and $15.9 million, respectively, representing a decrease of 8.2%. The decline was entirely due to lower amortization expense related to the customer base intangible asset recorded as part of the acquisition of COMSYS Information Technology Services, Inc. on September 30, 1999, which became fully amortized as of September 30, 2004.

Interest Expense. Interest expense was $50.8 million and $37.2 million in 2004 and 2003, respectively, an increase of $13.6 million which was entirely due to increased dividends on mandatorily redeemable preferred stock. On July 1, 2003, we adopted SFAS No. 150, which requires that dividends on mandatorily redeemable preferred stock be recorded as interest expense. SFAS No. 150 applies to Old COMSYS’ redeemable preferred stock and, as a result, interest expense includes dividends and amortization of stock issuance costs in the amount of $34.4 million in 2004 and $20.6 million in 2003. The increase from 2003 is due to the application of SFAS No. 150 for a full year in 2004 as compared to only the last six months of 2003, partially offset by the reduction in the amount of mandatorily redeemable preferred stock outstanding upon completion of the merger with Venturi. Net interest expense on borrowings under our credit facilities of $16.4 million in 2004 was essentially unchanged from 2003 as increased borrowings outstanding under the new senior credit facility entered into with Merrill Lynch Capital in conjunction with the merger with Venturi and the increase in the interest rate on the senior subordinated notes outstanding prior to the merger with Venturi were offset by the more favorable interest rates on the new senior credit facility. See “Liquidity and Capital Resources—Overview.”

Provision for Income Taxes. As of January 2, 2005, we had net operating loss carryforwards of approximately $252.0 million and had recorded a reserve against the assets for net operating loss carryforwards due to the uncertainty related to the realization of these amounts. In 2004, we received a $5.4 million income tax refund related to the carryback of 2001 net operating losses. As a result, the valuation allowance for deferred tax assets was reduced and a $5.4 million income tax benefit was recognized in the 2004 statement of operations. No other federal tax provision or benefit was recorded in 2004. Income tax expense in 2003 was $760,000, which represents an increase in the valuation allowance for deferred tax assets.

Summary of Unaudited Quarterly Statement of Operations Data

The following tables set forth selected unaudited consolidated quarterly statement of operations data for the eight quarters ended January 1, 2006. In management’s opinion, this unaudited information has been prepared on substantially the same basis as the consolidated financial statements appearing elsewhere in this report and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this report. The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such. Our quarterly financial results may fluctuate in the future based on a number of factors, many of which are beyond our control. These factors include general economic conditions, competition, demand for services and seasonal fluctuations. The fourth quarter of 2004 reflects the consolidated financial results of Old COMSYS and Venturi from the effective date of the merger.

 

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     2005  
In thousands, except per share    First     Second    Third    Fourth  

Revenues from services

   $ 164,953     $ 162,185    $ 163,199    $ 171,320  

Gross profit

     37,587       37,538      39,913      41,386  

Restructuring and integration costs

     3,428       424      928      —    

Stock based compensation expense

     437       439      437      437  

Operating income

     3,733       5,081      6,778      6,628  

Loss on early extinguishment of debt

     —         —        —        2,227  

Income tax expense

     —         —        —        783  

Net income (loss)

     (206 )     729      2,447      (821 )

Basic earnings (loss) per share

   $ (0.01 )   $ 0.05    $ 0.16    $ (0.05 )

Diluted earnings (loss) per share

     (0.01 )     0.05      0.15      (0.05 )

Weighted average basic shares outstanding

     15,332       15,418      15,505      15,713  

Weighted average diluted shares outstanding

     15,332       16,154      15,933      15,713  

 

     2004  
In thousands, except per share    First     Second     Third     Fourth (1)  

Revenues from services

   $ 88,858     $ 90,538     $ 94,831     $ 162,786  

Gross profit

     20,855       21,610       22,871       40,203  

Restructuring and integration costs

     —         —         —         10,322  

Stock based compensation expense

     —         —         5,269       1,729  

Operating income (loss)

     231       2,896       (5,238 )     (3,612 )

Loss on early extinguishment of debt

     —         —         2,986        

Income tax benefit

     —         —         5,402        

Net loss

     (15,018 )     (12,701 )     (19,704 )     (7,732 )

Basic and diluted loss per share(2)

   $ (6,155.41 )   $ (5,205.33 )   $ (8,075.41 )   $ (0.51 )

Weighted average basic and diluted shares outstanding(2)

     2.4       2.4       2.4       15,279  

(1) Includes the operations of Old COMSYS and Venturi subsequent to the merger date. The contribution to the fourth quarter of fiscal 2004 from Venturi’s operations includes $66.1 million in revenues, $16.5 million in gross profit and $2.2 million in operating income.
(2) The earnings per share data and weighted average number of shares outstanding have been retroactively restated to reflect the exchange ratio of 0.0001 of a share of our common stock for each share of Old COMSYS common stock outstanding immediately prior to the merger as if such exchange had occurred at the beginning of each of the periods presented.

Liquidity and Capital Resources

Overview

We have historically financed our operations through internally generated funds, the issuance of preferred stock and borrowings under our credit facilities. At January 1, 2006, we had net working capital of $24.5 million compared to net working capital of $16.5 million at January 2, 2005.

On August 18, 2004, Old COMSYS entered into a credit facility with Merrill Lynch Capital and a syndicate of lenders that included up to $65.0 million in revolving loans and a $5.0 million term loan. The proceeds from this credit facility were used to repay in full the current maturities of long-term debt outstanding on that date, including borrowings under a prior credit facility and an interest deferred note, and to pay $2.0 million of accrued interest payable on senior subordinated notes.

Effective September 30, 2004, in conjunction with the merger, we issued $22.4 million of mandatorily redeemable preferred stock and entered into a new senior credit facility with Merrill Lynch Capital and a syndicate of lenders that replaced the agreement entered into on August 18, 2004. The 2004 senior agreement

 

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provided for borrowings of up to $100.0 million under a revolving line of credit and a $15.0 million term loan payable in eight quarterly installments. At the same time, we borrowed $70.0 million under a second lien term loan credit agreement with Merrill Lynch Capital, Heritage Bank, SSB and a syndicate of lenders. The total amount initially borrowed under these agreements was $135.2 million.

In connection with the purchase of Pure Solutions, the Company amended its senior credit facility to increase the revolver capacity by $5.0 million to a total of $105.0 million.

On December 14, 2005, we entered into a senior credit agreement with Merrill Lynch Capital and a syndicate of lenders. The 2005 agreement provides for a two-year term loan of $10.0 million, which was funded on December 14, 2005, and which is scheduled to be repaid in eight equal quarterly principal installments commencing on March 31, 2006, and a revolving credit facility of up to $120.0 million, maturing on March 31, 2010. At the same time, we borrowed $100.0 million under a new second lien term loan credit agreement with Merrill Lynch Capital and a syndicate of lenders, which matures on October 31, 2010.

Our total funded debt under these credit agreements on December 14, 2005 was approximately $150.9 million, consisting of: (i) $10.0 million under the 2005 senior term loan; (ii) approximately $40.9 million under the 2005 revolver; and (iii) $100.0 million under the 2005 second lien term loan. The proceeds from these borrowings were used to repay all outstanding borrowings under the prior credit facilities with Merrill Lynch Capital. The Company recorded a $2.2 million loss on early extinguishment of debt related to this transaction that resulted from the write-off of certain unamortized deferred financing costs.

Loans under the 2005 revolver bear interest at LIBOR plus a margin that can range from 2.25% to 2.50% or, at the Company’s option, the prime rate plus a margin that can range from 1.25% to 1.50%, each depending on the Company’s total debt to adjusted EBITDA ratio. The 2005 senior term loan bears interest at LIBOR plus a margin that can range from 2.75% to 3.00% or, at our option, the prime rate plus a margin that can range from 1.75% to 2.00%, each depending upon the Company’s total debt to adjusted EBITDA ratio. We pay a quarterly commitment fee of 0.5% per annum of the unused portion of the 2005 revolver and fees for each letter of credit issued under the facility. We and certain of our subsidiaries guarantee the loans and other obligations under the 2005 senior credit agreement. The obligations under the 2005 senior credit agreement and the related guaranties are secured by a perfected first priority security interest in substantially all of the assets of the Company and our U.S. subsidiaries, as well as the shares of capital stock of our direct and indirect U.S. subsidiaries and certain of the capital stock of our first-tier non-U.S. subsidiaries.

Borrowings under the 2005 revolver are limited to 85% of eligible accounts receivable, as defined, reduced by the amount of outstanding letters of credit and designated reserves. At January 1, 2006, these designated reserves were comprised of a minimum availability reserve of $5.0 million and a reserve for the Pure Solutions acquisition of $2.5 million. At January 1, 2006, we had outstanding borrowings under the 2005 revolver of $32.3 million at interest rates ranging from 7.06% to 8.75% per annum (weighted average rate of 7.18%) and borrowing availability of $76.7 million for general corporate purposes. The principal balance of the 2005 senior term loan on that date was $10.0 million with an interest rate of 7.56%.

The 2005 second lien term loan bears interest at LIBOR plus 7.5% or, at our option, the prime rate plus 6.5%. The 2005 second lien term loan is guaranteed by the Company and certain of our subsidiaries and, together with the guaranties, is secured by a second priority security interest in substantially all of the assets of the Company and our U.S. subsidiaries, as well as the shares of capital stock of our direct and indirect U.S. subsidiaries and certain of the capital stock of our first-tier non-U.S. subsidiaries. The principal balance of the 2005 second lien term loan was $100.0 million as of January 1, 2006, at interest rates ranging from 12.0% to 12.06% per annum (weighted average rate of 12.04%).

We pay a fee on outstanding letters of credit equal to the LIBOR margin then applicable to the 2005 revolver. As of January 1, 2006, outstanding letters of credit totaled $3.3 million and the fee was 2.50% annually.

 

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Each of the 2005 senior credit agreement and the 2005 second lien term loan agreement contains customary covenants for facilities of such type, including among other things, covenants that restrict our ability to make capital expenditures, incur indebtedness, incur liens, dispose of property, repay debt, pay dividends, repurchase shares and make certain acquisitions. The financial covenants include a minimum EBITDA requirement, a minimum fixed charge coverage ratio and maximum total leverage ratio. Each of the 2005 senior credit agreement and the 2005 second lien term loan agreement provides for mandatory prepayments under certain circumstances.

Each of the 2005 senior credit agreement and the 2005 second lien term loan agreement contains various events of default, including failure to pay principal and interest when due, breach of covenants, materially incorrect representations, default under other agreements, bankruptcy or insolvency, the occurrence of specified ERISA events, entry of enforceable judgments against us in excess of $2.0 million not stayed, and the occurrence of a change of control. If an event of default occurs, all commitments under the 2005 revolver may be terminated and all of our obligations under the 2005 senior credit agreement and the 2005 second lien term loan agreement could be accelerated by the lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable. In the case of bankruptcy or insolvency, acceleration of our obligations under these credit facilities is automatic.

We have historically been subject to market risk on all or a part of our borrowings under bank credit lines, which have variable interest rates. Effective February 22, 2005, we entered into an interest rate swap and an interest rate cap. The swap agreement and cap agreement are contracts to effectively exchange variable interest rate payments for fixed rate payments over the life of the instruments. The notional amount is used to measure interest to be paid or received and does not represent the exposure to credit loss. The purpose of the swap and cap is to limit exposure to increases in interest rates on the notional amount of bank borrowings over the term of the swap and cap. The swap is based on a $20.0 million notional amount at a rate of 4.59% and the cap is based on a $20.0 million notional amount at a rate of 4.50%.

The interest rate swap and cap are recorded at fair value, based on an amount estimated by Merrill Lynch Capital, which represents the amount that Merrill Lynch Capital would have paid us at January 1, 2006 if the swap and cap had been terminated at that date. The combined net fair value at January 1, 2006 is $502,000, which is included in our consolidated balance sheet in noncurrent assets. Effective with the repayment of our debt on December 14, 2005, the expected cash flows that the swap and cap were designated to hedge against were no longer probable. As a result, the swap and the cap are no longer designated as cash flow hedges for accounting purposes. As a result, amounts previously recorded in accumulated other comprehensive income associated with changes in fair value of the hedges were reversed to interest expense. Changes in fair value of the swap and cap are recorded in the statement of operations subsequent to December 14, 2005. The Company recorded $502,000 as a reduction of interest expense in the fourth quarter of 2005.

In December 2005, we sold 3.0 million shares of our common stock at $11.00 per share. A portion of the net proceeds of approximately $31.0 million from the sale was used to redeem all outstanding shares of our mandatorily redeemable preferred stock in the amount of $26.8 million.

The following table summarizes our cash flow activity for 2005, 2004 and 2003 (in thousands):

 

     2005     2004     2003  

Net cash provided by (used in) operating activities

   $ 14,832     $ (13,667 )   $ 21,451  

Net cash used in investing activities

     (16,440 )     (3,883 )     (3,325 )

Net cash provided by (used in) financing activities

     4,091       18,260       (32,374 )

Effect of exchange rates on cash

     (94 )     —         —    
                        

Net increase (decrease) in cash

   $ 2,389     $ 710     $ (14,248 )
                        

 

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Cash provided by operating activities in 2005 was $14.8 million compared to cash used in operating activities of $13.7 million in 2004. Operating activities provided cash flows in 2003 of $21.5 million. Our positive cash flows from operating activities in 2005 are the result of higher operating income than in the prior year, when we recorded an operating loss. Cash used in operating activities in 2004 included accrued interest paid on senior subordinated notes of $23.7 million and integration and restructuring costs of $17.4 million, offset in part by a federal income tax refund of $5.4 million and our receipt of $1.8 million with respect to a receivable previously written off. Cash flows from operating activities are affected by the timing of cash receipts and disbursements and working capital requirements related to the growth in revenue.

Cash used in investing activities in 2005 was $16.4 million compared to $3.9 million in 2004 and $3.3 million in 2003. Our cash flows associated with investing activities in 2005 included (i) capital expenditures in the amount of $7.6 million and (ii) $7.5 million of cash paid for the acquisition of Pure Solutions, Inc. Cash used in investing activities in 2004 included $1.1 million of expenditures associated with the merger with Venturi.

Capital expenditures for 2005 related primarily to software enhancements to our PeopleSoft system, hardware for our internal information systems and leasehold improvements, and capital expenditures in 2006 are currently expected to be approximately $4.0 million to $6.0 million. We anticipate that our capital requirements for at least the next 12 months will be satisfied through a combination of cash flow from operations and borrowings under the 2005 revolver.

Cash provided by financing activities was $4.1 million in 2005, representing primarily proceeds from the issuance of common stock net of the redemption of our preferred stock. Cash provided by financing activities was $18.3 million in 2004, representing primarily net borrowings of long term debt of $26.9 million to fund operating and investing activities and to pay financing costs of $6.9 million associated with the credit agreements in place at that time. In 2003, net cash used in financing activities was $32.4 million as all cash on hand at the beginning of the year and net cash provided by operating and investing activities were used to pay down debt outstanding on the credit facilities in place at that time.

Pursuant to the terms of the 2005 revolver, we maintain a zero balance in our primary domestic cash accounts. Any excess cash in our accounts is swept on a daily basis and applied to repay borrowings under the revolver, and any cash needs are satisfied through borrowings under the revolver. Cash recorded on our consolidated balance sheet at January 1, 2006 and January 2, 2005 in the amount of $3.1 million and $710,000, respectively, represents cash balances at our United Kingdom and, at January 1, 2006, Pure Solutions subsidiaries.

Debt Compliance

Our ability to continue operating is largely dependent upon our ability to maintain compliance with the financial covenants of our credit facilities. Both the 2005 senior credit agreement and 2005 second lien term loan credit agreement contain customary covenants and events of default, including the maintenance of a minimum EBITDA requirement, a fixed charge coverage ratio and a total debt to adjusted EBITDA ratio, as defined. As of January 1, 2006, we were in compliance with all covenant requirements and we believe that we will be able to comply with these covenants throughout 2006. These agreements also place restrictions on our ability to enter into certain transactions without the approval of the lenders, such as the payment of dividends, disposition and acquisition of assets and the assumption of contingent obligations.

 

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Contractual and Commercial Commitments

The following table summarizes our contractual obligations and commercial commitments at January 1, 2006 (in thousands):

 

          Payments Due by Period

Contractual Obligations

   Total   

Less than

One Year

   1-3 Years    3-5 Years   

More than

5 Years

Short- and long-term debt (1)

   $ 142,273    $ 5,000    $ 5,000    $ 132,273    $ —  

Operating leases

     33,819      6,984      11,344      7,610      7,881
                                  

Total contractual cash obligations

   $ 176,092    $ 11,984    $ 16,344    $ 139,883    $ 7,881
                                  
          Commitment Expiration per Period

Other Commercial Commitments

  

Total

Amount

Committed

  

Less than

One Year

   1-3 Years    3-5 Years   

More than

5 Years

Letters of Credit (2)

   $ 3,256    $ 3,189    $ 67      —        —  

(1) Does not include related interest payments.
(2) Letters of credit secure certain office leases and insurance programs.

Change in Accountants

Although there were no disagreements or reportable events required to be reported pursuant to the Exchange Act, a change of accountants occurred during fiscal 2004 in connection with the merger. On October 21, 2004, we dismissed PricewaterhouseCoopers LLP as our independent registered public accounting firm effective upon completion of services related to the review of our Form 10-Q for the quarter ended September 26, 2004, and engaged Ernst & Young LLP as our new independent registered public accounting firm to audit the financial statements of our company following the merger. These matters were approved by the audit committee of our board of directors. Prior to such engagement, Ernst & Young LLP served as the independent registered public accounting firm for Old COMSYS, which was deemed the accounting acquirer in the merger.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, also referred to as GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates include the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. We evaluate these estimates and assumptions on an ongoing basis, including but not limited to those related to revenue recognition, the recoverability of goodwill, collectibility of accounts receivable, reserves for medical costs, tax related contingencies and realization of deferred tax assets. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities and may not be readily apparent from other sources. Actual results, under conditions and circumstances different from those assumed, may differ materially from these estimates.

We believe the following accounting policies are critical to our business operations and the understanding of our operations and include the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Revenues under time and materials contracts are recorded at the time services are performed. Revenues from fixed-price contracts are recognized using the proportional performance method based on the ratio of time

 

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Index to Financial Statements

incurred to total estimated time to complete the project. Provisions for estimated losses on incomplete contracts are made on a contract-by-contract basis and are recorded in the period the losses are determinable. Estimated losses on incomplete projects are determined by comparing the revenues remaining to be recognized on fixed-price contracts to judgments as to estimated time and cost required to complete the projects. If the estimated cost to complete a project exceeds the remaining revenue to be recognized, the excess cost is recorded as a loss provision on the contract.

We report revenues from vendor management services net of the related pass-through labor costs. We also report revenues net of payrolling activity. “Payrolling” is defined as a situation in which we accept a client-identified IT consultant for payroll processing in exchange for a fee. Revenues generated by payrollees are recorded net of labor costs. Permanent placement fee revenues are recorded when employment candidates accept offers of permanent employment.

Recoverability of Goodwill and Other Intangible Assets

COMSYS assesses recoverability of goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, which requires goodwill and other intangible assets with indefinite lives to be tested annually for impairment, unless an event occurs or circumstances change during the year that reduce or may reduce the fair value of the reporting unit below its book value, in which event an impairment charge may be required during the year. The annual test requires estimates and judgments by management to determine valuations for each reporting unit. Although we believe our assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially affect our reported financial results. Different assumptions related to future cash flows, operating margins, growth rates and discount rates could result in an impairment charge, which would be recognized as a noncash charge to operating income and a reduction in asset values on the balance sheet. At January 1, 2006, January 2, 2005 and December 31, 2003, total goodwill was $154.3 million, $153.7 million and $69.7 million, respectively.

Our intangible assets other than goodwill represent a customer base and, in 2003 and 2004, contract costs, and are amortized over the respective contract terms or estimated life of the customer base, ranging from two to eight years. At January 1, 2006, January 2, 2005 and December 31, 2003, net intangible assets were $11.3 million, $7.1 million and $10.9 million, respectively. In the event that facts and circumstances indicate intangibles or other long-lived assets may be impaired, we evaluate the recoverability and estimated useful lives of such assets. The estimated future undiscounted cash flows associated with the assets are compared to the assets’ carrying amount to determine if a write-down to fair value is necessary. We believe that all of our long-lived assets are fully realizable as of January 1, 2006.

Collectibility of Accounts Receivable

We make ongoing estimates relating to the collectibility of our accounts receivable and maintain allowances for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. For 2005, we also considered the impact on collections of the integration of the Old COMSYS and Venturi back office systems. Further, we monitor current economic trends that might impact the level of credit losses in the future. Since we cannot predict with certainty future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. Additional allowances may be required if the economy or the financial condition of our customers deteriorates. If we determined that a smaller or larger allowance was appropriate, we would record a credit or a charge to selling, general and administrative expense in the period in which we made such a determination. As of January 1, 2006, January 2, 2005 and December 31, 2003, the allowance for uncollectible accounts receivable was $4.4 million, $3.3 million and $4.8 million, respectively.

 

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Index to Financial Statements

Income Tax Assets and Liabilities

We record an income tax valuation allowance when it is more likely than not that certain deferred tax assets will not be realized. These deferred tax items represent expenses or operating losses recognized for financial reporting purposes, which will result in tax deductions over varying future periods. The judgments, assumptions and estimates that may affect the amount of the valuation allowance include estimates of future taxable income, timing or amount of future reversals of existing deferred tax liabilities and other tax planning strategies that may be available to us.

We record an estimated tax liability or tax benefit for income and other taxes based on what we determine will likely be paid in the various tax jurisdictions in which we operate. We use our best judgment in the determination of these amounts. However, the liabilities ultimately realized and paid are dependent upon various matters, including resolution of tax audits, and may differ from amounts recorded. An adjustment to the estimated liability would be recorded as a provision or benefit to income tax expense in the period in which it becomes probable that the amount of the actual liability or benefit differs from the recorded amount.

Derivatives

We are a party to an interest rate swap and an interest rate cap that mature in September 2009. As discussed above, until December 2005 the swap and cap were designated as cash flow hedges under the provisions of SFAS No. 133, Accounting for Derivative Financial Instruments and Hedging Activities. The combined net fair value of the swap and cap is recorded on our consolidated balance sheet at January 1, 2006 as an asset in the amount of $502,000.

The offsetting amount for the net fair value of our interest rate swap and cap was recorded in other comprehensive income within the equity section of our consolidated balance sheet until the repayment of our debt on December 14, 2005. Effective with this repayment, the expected cash flows that the swap and cap were designated to hedge against were no longer probable and the swap and the cap are no longer designated as cash flow hedges for accounting purposes. As a result, amounts previously recorded in accumulated other comprehensive income associated with changes in fair value of the hedges were reversed to interest expense. Changes in fair value of the swap and cap are recorded in the statement of operations subsequent to December 14, 2005. The Company recorded $502,000 as a reduction of interest expense in the fourth quarter of 2005.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) requires us to, among other things, measure all employee stock based compensation awards using a fair value method and record such expense in our consolidated financial statements. Effective January 2, 2006, we adopted SFAS No. 123(R) using the modified prospective method. Based upon existing information, the Company estimates that its share-based compensation expense in 2006 will be approximately $3.0 million, net of tax.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Outstanding debt under our 2005 senior and term loan credit agreements at January 1, 2006 was $142.3 million. Interest on borrowings under the facility is based on the prime rate or LIBOR plus a variable margin. Based on the outstanding balance at January 1, 2006, a change of 1% in the interest rate would cause a change in interest expense of approximately $1.4 million on an annual basis.

Because our borrowings have variable interest rates, we have historically been subject to market risk on all or a part of our borrowings under our credit agreements. Effective February 22, 2005, we entered into an interest rate swap and an interest rate cap. The swap agreement and cap agreement are contracts to effectively exchange variable interest rate payments for fixed rate payments of the life of the instrument. The notional amount is used to measure interest to be paid or received and does not represent the exposure to credit loss. The purpose of the

 

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Index to Financial Statements

swap and cap is to limit our exposure to increases in interest rates on the notional amount of bank borrowings over the term of the cap and swap. The swap is based on a $20.0 million notional amount at a rate of 4.59% and the cap is based on a $20.0 million notional amount at a rate of 4.50%.

The interest rate swap and cap are recorded at fair value, based on an amount estimated by Merrill Lynch Capital, which represents the amount that Merrill Lynch Capital would have paid us at January 1, 2006 if the swap and cap had been terminated at that date. The combined net fair value at January 1, 2006 is $502,000, which is included in our consolidated balance sheet in noncurrent assets. Effective with the repayment of our debt on December 14, 2005, the expected cash flows that the swap and cap were designated to hedge against were no longer probable. As a result, the swap and the cap are no longer designated as cash flow hedges for accounting purposes. As a result, amounts previously recorded in accumulated other comprehensive income associated with changes in fair value of the hedges were reversed to interest expense. Changes in fair value of the swap and cap are recorded in the statement of operations subsequent to December 14, 2005. The Company recorded $502,000 as a reduction of interest expense in the fourth quarter of 2005.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements begin on page F-1 of this Form 10-K.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Our management has established and maintains a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of January 1, 2006, our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Following the merger of Venturi and Old COMSYS on September 30, 2004, as part of our integration of the two businesses, we began the process of transitioning Old COMSYS’ back office information system to Venturi’s PeopleSoft system and consolidating Venturi’s disparate back office operations, including payroll, billing, accounts payable, collections and financial reporting, to Old COMSYS’ shared services center located in Phoenix, Arizona. Other than these changes, there has been no change in our internal control over financial reporting during the year ended January 1, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting is included on page F-2 of this report.

ITEM 9B. OTHER INFORMATION

None.

 

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item with respect to our code of ethics, compliance with Section 16(a) of the Exchange Act and the directors and nominees for election to our board is incorporated herein by reference to the sections entitled “Stock Ownership—Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Business Conduct and Ethics,” “Board of Directors Information” and “Election of Directors and Director Biographies” in our Proxy Statement for our 2006 Annual Stockholders’ Meeting, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Information regarding our executive officers is contained in this report in Part I, Item 1 “Business—Executive Officers.”

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” in our Proxy Statement for our 2006 Annual Stockholders’ Meeting, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated herein by reference to the sections entitled “Executive Compensation—Compensation Tables—Equity Compensation Plan Information” and “Executive Compensation—Stock Ownership” in our Proxy Statement for our 2006 Annual Stockholders’ Meeting, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” in our Proxy Statement for our 2006 Annual Stockholders’ Meeting, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is incorporated herein by reference to the section entitled “Proposal to Ratify the Appointment of Our Independent Auditors” in our Proxy Statement for our 2006 Annual Stockholders’ Meeting, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

(a) The following documents are filed as part of this Annual Report on Form 10-K:

 

  1. Financial Statements. The financial statements listed in the accompanying Index to Consolidated Financial Statements.

 

  2. Financial Statement Schedules. The following financial statement schedule is filed as part of this report:

Schedule II—Valuation and Qualifying Accounts and Reserves.

All other schedules have been omitted because the information is insignificant or inapplicable.

 

  3. Exhibits. The exhibits identified in the accompanying Exhibit Index are filed with this report or incorporated herein by reference. Exhibits designated with an “**” are attached. Exhibits designated with a “+” are identified as management contracts or compensatory plans or arrangements. Exhibits previously filed as indicated below are incorporated by reference.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 15, 2006

   

COMSYS IT PARTNERS, INC.

     

By:

  /S/    JOSEPH C. TUSA, JR.        
     

Name:

  Joseph C. Tusa, Jr.
     

Title:

  Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

The undersigned directors and officers of COMSYS IT Partners, Inc. hereby constitute and appoint David L. Kerr, Ken R. Bramlett, Jr. and Joseph C. Tusa, Jr., and each of them, with the power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons in the capacities indicated on March 15, 2006:

 

Signature

  

Title

/S/    LARRY L. ENTERLINE        

Larry L. Enterline

  

Chief Executive Officer and Director

(principal executive officer)

/S/    JOSEPH C. TUSA, JR.        

Joseph C. Tusa, Jr.

  

Senior Vice President and Chief Financial Officer

(principal financial and accounting officer)

/S/    FREDERICK W. EUBANK II        

Frederick W. Eubank II

  

Director

/S/    TED A. GARDNER        

Ted A. Gardner

  

Director

Victor E. Mandel

  

Director

Kevin M. McNamara

  

Director

/S/    ARTHUR C. ROSELLE        

Arthur C. Roselle

  

Director

/S/    ELIAS J. SABO        

Elias J. Sabo

  

Director

 

S-1


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Index to Financial Statements

Schedule II

COMSYS IT Partners, Inc. and Subsidiaries

Valuation and Qualifying Accounts and Reserves

 

          Additions           
    

Balance at

beginning

of period

  

Charged to

costs and

expenses

    Other (1)    Deductions    

Balance at

end of

period

Accounts receivable:

            

December 31, 2003

   5,733    (182 )   —      (796 )   4,755

January 2, 2005

   4,755    (1,295 )   1,805    (1,942 )   3,323

January 1, 2006

   3,323    1,827     —      (723 )   4,427

(1) Additions from acquisition.


Table of Contents
Index to Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     Page

Management’s Report on Internal Control Over Financial Reporting

   F-2

Report of Independent Registered Public Accounting Firm

   F-3

Report of Independent Registered Public Accounting Firm

   F-4

Consolidated Balance Sheets as of January 1, 2006 and January 2, 2005

   F-6

Consolidated Statements of Operations for the Years Ended January 1, 2006, January 2, 2005 and December 31, 2003

   F-7

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended January 1, 2006,
January 2, 2005 and December 31, 2003

   F-8

Consolidated Statements of Cash Flows for the Years Ended January 1, 2006, January 2, 2005 and December 31, 2003

   F-9

Notes to Consolidated Financial Statements

   F-10

 

F-1


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Index to Financial Statements

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for the fair presentation of the consolidated financial statements of COMSYS IT Partners, Inc. Management is also responsible for establishing and maintaining a system of internal controls over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Pure Solutions, Inc., which is included in the 2005 consolidated financial statements of COMSYS IT Partners, Inc. and constituted $12.4 million and $7.6 million of total and net assets, respectively, as of January 1, 2006 and $3.6 million and $600,000 of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting at this entity under the exception for businesses acquired during the year.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, management concluded that our internal control over financial reporting was effective as of January 1, 2006. Management’s assessment of the effectiveness of our internal control over financial reporting as of January 1, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

 

/s/    LARRY L. ENTERLINE

 

/s/    JOSEPH C. TUSA, JR.

Larry L. Enterline   Joseph C. Tusa, Jr.
Chief Executive Officer   Senior Vice President and Chief Financial Officer
March 16, 2006   March 16, 2006

 

F-2


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Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

COMSYS IT Partners, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of COMSYS IT Partners, Inc. and Subsidiaries as of January 1, 2006 and January 2, 2005, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended January 1, 2006. Our audits also included the financial statement schedule listed in the index in Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 COMSYS IT Partners, Inc. and Subsidiaries at January 1, 2006 and January 2, 2005 and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 1, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of COMSYS IT Partners, Inc.’s internal control over financial reporting as of January 1, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2006, expressed an unqualified opinion on management’s assessment and an unqualified opinion on the effectiveness of internal control over financial reporting.

/s/ ERNST & YOUNG LLP

Houston, Texas

March 14, 2006

 

F-3


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Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

COMSYS IT Partners, Inc. and Subsidiaries

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting that COMSYS IT Partners, Inc. (the “Company”) maintained effective internal control over financial reporting as of January 1, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). COMSYS IT Partners, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Pure Solutions, Inc., which is included in the 2005 consolidated financial statements of COMSYS IT Partners, Inc. and constituted $12.4 million and $7.6 million of total and net assets, respectively, as of January 1, 2006 and $3.6 million and $0.6 million of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting at this entity under the exception for businesses acquired during the year. Our audit of internal control over financial reporting of COMSYS IT Partners, Inc. also did not include an evaluation of the internal control over financial reporting of Pure Solutions, Inc.

In our opinion, management’s assessment that COMSYS IT Partners, Inc. maintained effective internal control over financial reporting as of January 1, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, COMSYS IT Partners, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 1, 2006, based on the COSO criteria.

 

F-4


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Index to Financial Statements

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of COMSYS IT Partners, Inc. and Subsidiaries as of January 1, 2006 and January 2, 2005, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended January 1, 2006, and our report dated March 14, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Houston, Texas

March 14, 2006

 

F-5


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Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Consolidated Balance Sheets

 

    

January 1,

2006

   

January 2,

2005

 
     (In thousands, except
shares and par value)
 

Assets

    

Current assets:

    

Cash

   $ 3,099     $ 710  

Accounts receivable, net of allowance of $4,427 and $3,323, respectively

     170,686       131,445  

Prepaid expenses and other

     3,364       6,543  
                

Total current assets

     177,149       138,698  

Fixed assets, net

     14,976       14,076  

Goodwill

     154,322       153,677  

Other intangible assets, net

     11,262       7,137  

Deferred financing costs, net

     4,655       5,207  

Restricted cash

     2,939       2,770  

Other

     1,618       916  
                

Total assets

   $ 366,921     $ 322,481  
                

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 108,432     $ 70,801  

Payroll and related taxes

     22,600       28,522  

Current maturities of long-term debt

     5,000       7,500  

Interest payable

     933       1,363  

Other

     15,667       13,989  
                

Total current liabilities

     152,632       122,175  

Senior credit facility

     37,273       62,623  

Second lien term loan

     100,000       70,000  

Mandatorily redeemable preferred stock

     —         23,314  

Other noncurrent liabilities

     5,920       8,344  
                

Total liabilities

     295,825       286,456  
                

Commitments and contingencies

    

Stockholders’ equity:

    

Common stock, par value $.01; 95,000,000 shares authorized and 18,737,937 shares outstanding in 2005; 95,000,000 shares authorized and 15,515,155 shares outstanding in 2004

     187       155  

Common stock warrants

     2,815       5,361  

Deferred stock compensation

     (1,749 )     (3,499 )

Accumulated other comprehensive loss

     (65 )     —    

Additional paid-in capital

     201,993       168,242  

Accumulated deficit

     (132,085 )     (134,234 )
                

Total stockholders’ equity

     71,096       36,025  
                

Total liabilities and stockholders’ equity

   $ 366,921     $ 322,481  
                

See notes to consolidated financial statements

 

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Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Consolidated Statements of Operations

 

     Year ended  
     January 1,
2006
    January 2,
2005
    December 31,
2003
 
     (In thousands, except per share data)  

Revenues from services

   $ 661,657     $ 437,013     $ 332,850  

Cost of services

     505,233       331,474       251,501  
                        

Gross profit

     156,424       105,539       81,349  
                        

Operating costs and expenses:

      

Selling, general and administrative

     118,607       79,378       63,881  

Restructuring and integration costs

     4,780       10,322       854  

Stock based compensation

     1,750       6,998       —    

Depreciation and amortization

     9,067       14,564       15,870  
                        
     134,204       111,262       80,605  
                        

Operating income (loss)

     22,220       (5,723 )     744  

Interest expense

     17,262       50,823       37,196  

Loss on early extinguishment of debt

     2,227       2,986       —    

Other (income) expense, net

     (201 )     1,025       38  
                        

Income (loss) before income taxes

     2,932       (60,557 )     (36,490 )

Income tax expense (benefit)

     783       (5,402 )     760  
                        

Net income (loss)

     2,149       (55,155 )     (37,250 )

Preferred stock dividends and accretion

     —         —         (19,240 )
                        

Net income (loss) attributable to common shareholders

   $ 2,149     $ (55,155 )   $ (56,490 )
                        

Basic earnings (loss) per common share

   $ 0.14     $ (14.20 )   $ (23,153.48 )

Diluted earnings (loss) per common share

     0.14       (14.20 )     (23,153.48 )

Weighted average basic and diluted shares outstanding:

      

Basic

     15,492       3,884       2.4  

Diluted

     15,809       3,884       2.4  

See notes to consolidated financial statements

 

F-7


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Deficit)

 

    Common
Stock
  Treasury
Stock
    Common
Stock
Warrants
    Additional
Paid-in
Capital
 

Stockholders
Notes

Receivable

    Deferred
Stock
Compensation
   

Accumulated

Other

Comprehensive

Loss

   

Accumulated

Deficit

   

Total

Stockholders’

Equity (Deficit)

 
    (In thousands, except share data)  

Balance, December 31, 2002

  $ —     $ (16 )   $ —       $ —     $ (3,649 )   $ —       $ —       $ (315,321 )   $ (318,986 )

Redemption of 6 shares of common stock

    —       —         —         —       20       —         —         (20 )     —    

Redemption of 65 shares of Class A-1 Preferred Stock

    —       —         —         —       62       —         —         31       93  

Advances to employee shareholders

    —       —         —         —       (1,257 )     —         —         —         (1,257 )

Interest on shareholder notes receivable

    —       —         —         —       (227 )     —         —         —         (227 )

Preferred stock dividends

    —       —         —         —       —         —         —         (18,991 )     (18,991 )

Reclass redeemable common stock to liabilities upon adoption of SFAS No. 150

    —       —         —         —       —         —         —         (1,364 )     (1,364 )

Reclass stockholders notes associated with redeemable preferred and common stock upon adoption of SFAS No. 150

    —       —         —         —       5,051       —         —         —         5,051  

Accretion of preferred stock discount and costs

    —       —         —         —       —         —         —         (249 )     (249 )

Net loss

    —       —         —         —       —         —         —         (37,250 )     (37,250 )
                                                                   

Balance, December 31, 2003

    —       (16 )     —         —       —         —         —         (373,164 )     (373,180 )

Redemption of 2,093 shares of COMSYS Holding, Inc. common stock in the merger

    —       16       —         —       —         —         —         (16 )     —    

Redemption of mandatorily redeemable preferred stock in the merger

    —       —         —         —       —         —         —         294,101       294,101  

Acquisition of 6,089,938 shares of Venturi Partners, Inc. common stock and warrant outstanding at the merger date

    61     —         5,361       68,146     —         —         —         —         73,568  

Issuance of 9,372,317 shares of COMSYS IT Partners, Inc. common stock in the merger

    94     —         —         99,628     —         (10,497 )     —         —         89,225  

Amortization of deferred stock compensation

    —       —         —         —       —         6,998       —         —         6,998  

Options exercised for 52,900 shares of common stock

    —       —         —         468     —         —         —         —         468  

Net loss

    —       —         —         —       —         —         —         (55,155 )     (55,155 )
                                                                   

Balance, January 2, 2005

    155     —         5,361       168,242     —         (3,499 )     —         (134,234 )     36,025  
                       

Net income

    —       —         —         —       —         —         —         2,149       2,149  

Foreign currency translations

    —       —         —         —       —         —         (65 )     —         (65 )
                       

Comprehensive income

                    2,084  

Issuance of 3,000,000 shares of common stock

    30     —         —         30,680     —         —         —         —         30,710  

Exercise of 365,274 warrants for 164,289 shares of common stock

    1     —         (2,546 )     2,545     —         —         —         —         —    

Options exercised for 58,493 shares of common stock

    1     —         —         526     —         —         —         —         527  

Amortization of deferred stock compensation

    —       —         —         —       —         1,750       —         —         1,750  
                                                                   

Balance, January 1, 2006

  $ 187   $ —       $ 2,815     $ 201,993   $ —       $ (1,749 )   $ (65 )   $ (132,085 )   $ 71,096  
                                                                   

See notes to consolidated financial statements

 

F-8


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

     Year ended  
     January 1,
2006
    January 2,
2005
    December 31,
2003
 
     (In thousands)  

Cash flows from operating activities

      

Net income (loss)

   $ 2,149     $ (55,155 )   $ (37,250 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

      

Depreciation and amortization

     9,067       14,564       15,870  

Provision for doubtful accounts

     1,827       (1,295 )     (182 )

Amortization of deferred stock compensation

     1,750       6,998       —    

Deferred income taxes

     561       —         760  

Loss on asset disposal

     46       1,181       206  

Amortization of deferred financing costs

     1,106       1,722       1,791  

Noncash interest expense, net

     2,959       33,787       21,547  

Loss on early extinguishment of debt

     2,227       2,986       —    

Changes in operating assets and liabilities, net of effects of acquisitions:

      

Accounts receivable

     (36,676 )     (13,587 )     (4,390 )

Prepaid expenses and other

     3,388       (1,381 )     (194 )

Accounts payable

     36,016       17,570       17,054  

Payroll and related taxes

     (6,256 )     (751 )     (626 )

Other

     (3,332 )     (20,306 )     6,865  
                        

Net cash provided by (used in) operating activities

     14,832       (13,667 )     21,451  
                        

Cash flows from investing activities

      

Capital expenditures

     (7,584 )     (2,131 )     (2,758 )

Cash paid for acquisitions

     (8,631 )     (1,076 )     —    

Cash paid for contract costs

     —         —         (500 )

Cash paid for other noncurrent assets

     (225 )     (676 )     (67 )
                        

Net cash used in investing activities

     (16,440 )     (3,883 )     (3,325 )
                        

Cash flows from financing activities

      

Proceeds from issuance of long-term debt

     156,146       428,731       156,600  

Repayments of long-term debt

     (153,996 )     (401,814 )     (187,069 )

Redemption of preferred stock

     (26,787 )     (1,210 )     —    

Proceeds from issuance of common stock, net of issuance costs

     30,967       —         —    

Exercise of stock options

     527       468       —    

Advances to stockholders

     —         (1,063 )     (1,257 )

Cash paid for financing costs

     (2,766 )     (6,852 )     (648 )
                        

Net cash provided by (used in) financing activities

     4,091       18,260       (32,374 )
                        

Effect of exchange rates on cash

     (94 )     —         —    
                        

Net increase (decrease) in cash

     2,389       710       (14,248 )

Cash, beginning of period

     710       —         14,248  
                        

Cash, end of period

   $ 3,099     $ 710     $ —    
                        

Supplemental cash flow information

      

Interest paid

   $ 13,559     $ 26,049     $ 4,935  

Income tax payments (refunds)

     81       (5,402 )     —    

See notes to consolidated financial statements

 

F-9


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

1. Description of Business

COMSYS Holding, Inc. was formed on August 31, 1999 in order to acquire, develop and maintain companies that provided a full spectrum of information technology services.

On September 30, 1999, COMSYS Holding, Inc. acquired COMSYS Information Technology Services, Inc. (“COMSYS ITS”), formerly Metamor Information Technology Services, Inc. (“MITS”), from Metamor Worldwide, Inc. by purchasing all of the outstanding common stock of MITS. The business combination was accounted for as a purchase. COMSYS ITS and its predecessor companies have been providing IT staffing services for over 30 years.

On September 30, 2004, COMSYS Holding, Inc. (“Old COMSYS”) completed a merger transaction with Venturi Partners, Inc. (“Venturi”), a publicly-held IT and commercial staffing company (the “merger”). Venturi changed its name to COMSYS IT Partners, Inc. and issued new shares of its common stock to stockholders of Old COMSYS, resulting in former Old COMSYS stockholders owning approximately 55.4% of Venturi’s outstanding common stock on a fully diluted basis (see Note 3). Also on September 30, 2004, Venturi sold its commercial staffing business. References to “COMSYS” or the “Company” refer to COMSYS IT Partners, Inc. subsequent to the merger.

Accounting principles generally accepted in the United States of America require that one of the two companies in the transaction be designated as the acquirer for accounting purposes. Since former Old COMSYS stockholders owned a majority of the outstanding common stock upon consummation of the merger, Old COMSYS was deemed the acquiring company for accounting and financial reporting purposes. A majority of the initial board of directors of the Company was comprised of Old COMSYS designees and most members of management upon consummation of the merger were Old COMSYS employees.

The Company provides a full range of specialized IT staffing and project implementation services and products, including website development and integration, application programming and development, client/server development, systems software architecture and design, systems engineering and systems integration. The Company also provides services that complement its IT staffing services, such as vendor management, project solutions and permanent placement of IT professionals.

The Company follows SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. As the Company’s consolidated financial information is reviewed by the chief decision makers, and the business is managed under one operating and marketing strategy, the Company operates under one reportable segment. Long-lived assets outside the United States are not significant.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated.

The financial results included in this report through September 30, 2004 include only the historical results of Old COMSYS. Financial results for the periods subsequent to the merger include the combined operations of Old COMSYS and Venturi. Beginning in 2004, the Company’s fiscal year ends on the Sunday closest to December 31st. Therefore, for accounting purposes the Company’s 2004 fiscal year ended on January 2, 2005 and its 2005 fiscal year ended on January 1, 2006. The Company’s fiscal years ended January 1, 2006, January 2, 2005 and December 31, 2003 are referred to in these financial statements as fiscal years 2005, 2004 and 2003, respectively.

 

F-10


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

All references to common stock, share and per share amounts have been retroactively restated to reflect the exchange ratio of 0.0001 of a share of COMSYS common stock for each share of Old COMSYS common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents.

Fixed Assets

Fixed assets are recorded at cost and consist of the following:

 

     Estimated
Useful Life
(in years)
  

January 1,

2006

   

January 2,

2005

 
          (In thousands)  

Computer hardware and software

   3 - 5      $ 50,310     $ 47,061  

Furniture and equipment

   5 - 7        7,987       7,287  

Leasehold improvements

   5 - 15      2,566       2,139  
                   
        60,863       56,487  

Less accumulated depreciation and amortization

        (45,887 )     (42,411 )
                   

Fixed assets, net

      $ 14,976     $ 14,076  
                   

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Amortization of leasehold improvements is computed on a straight-line basis over the useful life of the asset or lease term, whichever is shorter. Depreciation and amortization expense related to fixed assets amounted to $6.6 million, $4.3 million and $3.7 million in 2005, 2004 and 2003, respectively.

Goodwill and Other Intangible Assets

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired companies. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired (Note 5).

The Company’s other intangible assets represent customer base intangibles and, as of January 2, 2005, contract costs. Other intangible assets are amortized over the respective contract terms or estimated life of the customer base, ranging from two to eight years.

Long-Lived Assets

In the event that facts and circumstances indicate intangibles or other long-lived assets may be impaired, the Company evaluates the recoverability and estimated useful lives of such assets. The estimated future undiscounted cash flows associated with the assets are compared to the assets’ carrying amount to determine if a write-down to market is necessary. The Company believes all long-lived assets are fully realizable as of January 1, 2006.

 

F-11


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

Deferred Financing Costs

Deferred financing costs include costs incurred in connection with the issuance of the Company’s long-term debt and, as of January 2, 2005, mandatorily redeemable preferred stock. These costs are capitalized and amortized using the effective interest method over the terms of the related debt or preferred stock. Amortization expense was $1.1 million, $1.7 million and $1.8 million in fiscal 2005, 2004 and 2003, respectively.

Revenue Recognition

Revenues under time and materials contracts are recorded at the time services are performed. Revenues from fixed-price contracts are recognized using the proportional performance method based on the ratio of time incurred to total estimated time to complete the project. Provisions for estimated losses on incomplete contracts are made on a contract-by-contract basis and are recorded in the period the losses are determinable. Estimated losses on incomplete projects are determined by comparing the revenue remaining to be recognized on fixed-price contracts to judgments as to estimated time and cost required to complete the project. If the estimated cost to complete the project exceeds the remaining revenue to be recognized, the excess cost is recorded as a loss provision on the contract.

Revenues from vendor management services are recorded net of the related pass-through labor costs. Revenues are also net of payrolling activity. “Payrolling” is defined as a situation in which we accept a client-identified IT consultant for payroll processing in exchange for a fee. Revenues generated by payrollees are recorded net of labor costs. Permanent placement fee revenues are recorded when employment candidates accept offers of permanent employment.

Collectibility of Accounts Receivable

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews a customer’s credit history before extending credit as deemed necessary, after considering the client and the size and duration of the assignment. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specified customers, historical trends, past due balances and other information. The Company considers an account past due based on the contractual payment terms. The Company has demonstrated the ability to make reasonable and reliable estimates; however, if the financial condition of the Company’s customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Interest Expense

On July 1, 2003, COMSYS adopted the provisions of SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 requires an issuer to classify financial instruments that are within its scope as a liability (or an asset in some circumstances) and was applicable to the Company’s mandatorily redeemable preferred stock (Note 10). Accordingly, effective July 1, 2003, the Company began to recognize dividends declared and the amortization of the deferred issuance costs associated with the mandatorily redeemable preferred stock as interest expense, which amounted to $3.5 million in 2005, $34.4 million in 2004 and $20.6 million in 2003.

Stock Compensation

The Company accounts for its stock compensation arrangements under the provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, which does not provide for compensation expense on the issuance of stock options if the option terms are fixed and the exercise price equals or exceeds the fair value of the underlying stock on the grant date.

 

F-12


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

As required by SFAS No. 123, Accounting for Stock Based Compensation, the Company has determined the pro forma information as if the Company had accounted for stock options granted under the fair value method of SFAS No. 123. In 2003, the minimum value option pricing model was used with the following weighted-average assumptions: risk-free interest rates ranging from 4% to 6%; dividend yield of 0%; and a weighted average expected life of five years. The weighted average fair value of options granted with a $20,000 exercise price was $0.00 per share. In the merger, effective September 30, 2004, each outstanding option under the Old COMSYS 1999 Stock Option Plan (the “1999 Plan”) became exercisable for 0.0001 of a share of Venturi (now COMSYS) common stock.

As of January 1, 2006, there were 916,836 options outstanding to purchase COMSYS stock under the Company’s various stock incentive plans (Note 13).

As of January 1, 2006, there were 1,405,844 restricted shares of common stock outstanding under the 2004 Management Incentive Plan (Note 10). The grant date fair value of the shares was $11.20 per share, which was determined based on the average market price of Venturi shares over the five consecutive trading days ended July 19, 2004, the date the terms of the merger were agreed to and announced (Note 3). Of these shares, 156,205 vested in fiscal 2005 and 624,820 vested in fiscal 2004, resulting in compensation expense in these years of $1.8 million and $7.0 million, respectively.

Had compensation expense been determined consistent with the fair value method, utilizing the assumptions set forth above and amortized over the vesting period, the Company’s pro forma net income (loss) and earnings (loss) per share for fiscal years 2005, 2004 and 2003 would have been as follows:

 

     2005     2004     2003  
     (In thousands, except per share data)  

Net income (loss) attributable to common stockholders as reported

   $ 2,149     $ (55,155 )   $ (56,490 )

Add stock based compensation included in reported net loss, net of tax effect

     1,750       6,998       —    

Deduct stock based compensation determined under fair value based method for all awards, net of tax effect

     (2,468 )     (7,369 )     —    
                        

Pro forma net income (loss)

   $ 1,431     $ (55,526 )   $ (56,490 )
                        

Basic and diluted earnings (loss) per share, as reported

   $ 0.14     $ (14.20 )   $ (23,153.48 )

Basic and diluted pro forma net earnings (loss) per share

     0.09       (14.30 )     (23,153.48 )

For the year ended January 2, 2005, the stock based compensation determined under the fair value based method was revised to correct an error in the fair value of the restricted stock awards granted to management in 2004. The previously reported data for 2004 were as follows: total stock based compensation determined under the fair value based method for all awards, net of tax, was $4.1 million, pro forma net loss was $51.0 million and pro forma basic and diluted net loss per share was $13.13.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), Share-Based Payment (“SFAS No. 123(R)”). SFAS No. 123(R) revises SFAS No. 123, Accounting for Stock Based Compensation, and supersedes APB No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) requires public companies to recognize the cost of employee services received in exchange for an award (with limited exceptions) over the period during which an employee is required to provide service in exchange for the award, eliminating the intrinsic value alternative allowed by SFAS No. 123.

Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share based payments to employees, including grants of employee stock

 

F-13


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. In addition, there are revisions to the accounting guidelines, such as accounting for forfeitures, that will change accounting for stock based awards in the future.

SFAS No. 123(R) allows companies to adopt its provisions using either of the following transition alternatives:

(i) The “modified prospective” method, in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date; or

(ii) The “modified retrospective” method, which includes the requirements of the modified prospective method described above, but also permits entities to restate, based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

On April 15, 2005, the Securities and Exchange Commission issued a release that delayed the implementation of SFAS No. 123(R) to annual periods beginning after June 15, 2005. Effective January 2, 2006, the Company transitioned to SFAS No. 123(R) using the modified prospective method. Based upon existing information, the Company estimates that its share-based compensation expense in 2006 will be approximately $3.0 million, net of tax.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that would occur if options or other contracts to issue common stock were exercised or converted into common stock.

Dilutive securities include warrants to purchase the Company’s common stock (Note 10). The warrant holders are entitled to participate in dividends declared on common stock as if the warrants were exercised for common stock.

All references to common stock, share and per share amounts have been retroactively restated to reflect the exchange ratio of 0.0001 of a share of COMSYS common stock for each share of Old COMSYS common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented.

 

F-14


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

The computation of basic and diluted earnings (loss) per share is as follows:

 

     2005    2004     2003  
     (In thousands, except per share data)  

Net income (loss) attributable to common stockholders

   $ 2,104    $ (55,155 )   $ (56,490 )

Net income attributable to warrant holders

     45      —         —    
                       

Total

     2,149      (55,155 )     (56,490 )
                       

Weighted average common shares outstanding

     15,492      3,884       2.4  

Add: dilutive stock options and warrants

     317      —         —    
                       

Diluted weighted average common shares outstanding

     15,809      3,884       2.4  
                       

Basic and diluted earnings (loss) per common share

   $ 0.14    $ (14.20 )   $ (23,153.48 )

Options and warrants with exercise prices greater than the average stock price during the year were not included in the computation of diluted earnings per share because the effect would be antidilutive. These options and warrants totaled 2,929 in 2005, 1,900,342 in 2004 and 90 in 2003.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications of prior year amounts have been made to the prior year balance sheet to conform to the current year presentation.

3. Merger with Venturi

On September 30, 2004, Old COMSYS and Venturi merged in a stock-for-stock exchange intended to qualify as a tax-free reorganization under the Internal Revenue Code. The merged companies operate under the COMSYS name and offer IT staffing, vendor management services, project solutions and permanent recruiting and placement of IT professionals. In connection with the merger, on September 30, 2004, Venturi also sold its commercial staffing (i.e. non-IT) business for $30.3 million in cash and the assumption of approximately $700,000 in liabilities.

In the merger, Old COMSYS stockholders exchanged their shares of Old COMSYS common stock for a total of 9,184,761 newly issued shares of COMSYS common stock. An additional 187,556 shares are being held in escrow pending the final determination of certain state tax and unclaimed property assessments. At the consummation of the merger, former Old COMSYS stockholders held approximately 55.4% of the total outstanding COMSYS common stock on a fully diluted basis. The merger was accounted for as a purchase with Old COMSYS designated as the acquiring company. The purchase price was approximately $68.2 million, which was determined based on the average market price of Venturi shares over the five consecutive trading days ended July 19, 2004, the date the terms of the merger were agreed to and announced.

COMSYS management believes that the Venturi acquisition resulted in the recognition of goodwill primarily because the combination of Old COMSYS and Venturi creates a leading national information

 

F-15


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

technology services company that is capable of creating more stockholder value than either of the companies could achieve on its own. COMSYS as a combined company has achieved cost savings by reducing corporate overhead and other expenses. COMSYS also believes that the combined company will enjoy the benefits of a broader geographic footprint, will be positioned to secure and expand relationships with Fortune 500 clients and will expand the range of technology service offerings that will make COMSYS more competitive.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The Company used a discounted cash flow analysis to value the customer base intangible asset.

 

     (In thousands)  

Cash

   $ 1,819  

Accounts receivable, net

     50,189  

Prepaid expenses and other assets

     5,329  

Fixed assets, net

     5,907  

Other noncurrent assets

     337  

Customer base intangible

     6,407  

Goodwill

     83,994  
        

Total assets acquired

     153,982  
        

Accounts payable

     10,543  

Other current liabilities

     42,400  

Mandatorily redeemable preferred stock

     22,471  

Other noncurrent liabilities

     5,000  
        

Total liabilities assumed

     80,414  
        

Net assets acquired

     73,568  

Less value of Venturi outstanding warrants

     (5,361 )
        

Total purchase price paid in stock

   $ 68,207  
        

The customer base intangible asset is being amortized on a straight-line basis over five years. Goodwill acquired in the merger is not amortized and is not deductible for tax purposes.

Simultaneous with the merger, COMSYS received a fully underwritten loan commitment of $185.0 million from Merrill Lynch Capital, as more fully described in Note 6. Proceeds of this financing, together with the proceeds from the sale of Venturi’s commercial staffing business and the issuance of approximately $22.4 million of mandatorily redeemable preferred stock, were used to pay off approximately $150.0 million of funded debt of the combined companies, fund certain post-merger restructuring and transition costs and provide working capital for ongoing operational needs.

The following table sets forth the unaudited pro forma results of COMSYS as if the merger and the sale of the Venturi commercial staffing business had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

 

F-16


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

     2004     2003  
    

(In thousands, except

per share)

 

Revenues

   $ 639,387     $ 577,169  

Loss from operations

     (6,948 )     (7,163 )

Income (loss) before income taxes

     (26,096 )     60,832  

Net income (loss)

     (20,694 )     75,640  

Basic and diluted earnings (loss) per common share

   $ (1.35 )   $ 4.76  

Weighted average shares—basic and diluted

     15,276       15,275  

The adjustments included in the above pro forma financial information are comprised primarily of: (i) an increase in depreciation and amortization expense resulting from the customer base intangible; (ii) a decrease in stock compensation expense resulting from the conversion of COMSYS Holding Class D preferred shares into shares of COMSYS common stock (Note 10); (iii) a decrease in interest expense resulting from the redemption of Old COMSYS’ mandatorily redeemable preferred stock; and (iv) a decrease in loss on early extinguishment of debt (Note 6). Income before income taxes and net income for 2003 include an $83.0 million gain recorded by Venturi related to their comprehensive financial restructuring.

4. Restructuring and Other Charges

The Company reduced its workforce in August 2003 with a plan that resulted in the termination of 17 members of management and staff. The Company recorded a restructuring charge of $854,000 for severance payments.

In connection with the merger in 2004, the Company recorded reserves amounting to $17.2 million for severance payouts and the costs to exit duplicate office space. Of this amount, $12.5 million was related to the termination of Venturi employees and leases and was included in the purchase price allocation in accordance with EITF 95-3, and $4.7 million was related primarily to Old COMSYS terminated employees and leases and was charged to integration and restructuring expense. In planning for the merger, the Company also began to plan for the integration and restructuring of its business. Shortly after the merger, approximately 185 employees of the two companies were notified that their positions were being eliminated as the overhead structures of the companies were combined. Certain costs of implementing this plan are included in the reported amount of goodwill above.

In July 2005, the Company announced to its employees that it was reorganizing its management team in the process of continued integration of Venturi’s operations into COMSYS. This reorganization resulted in the elimination of approximately 20 staff positions and, as a result, the Company recorded an additional restructuring charge of $750,000 in the third quarter of 2005 for severance payouts.

 

F-17


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

Following is a summary of the liability for integration and restructuring costs for the three years in the period ended January 1, 2006 (in thousands):

 

     Employee
severance
    Lease costs    

Professional

fees

    Total  

Balance, December 31, 2002

   $ 107     $ —       $ —       $ 107  

Charges

     854       —         —         854  

Cash payments

     (601 )     —         —         (601 )
                                

Balance, December 31, 2003

     360       —         —         360  

Purchase price allocation

     4,241       5,973       1,782       11,996  

Charges

     1,838       2,819       70       4,727  

Cash payments

     (4,205 )     (806 )     (1,804 )     (6,815 )
                                

Balance, January 2, 2005

     2,234       7,986       48       10,268  

Adjustments

     —         (1,617 )     —         (1,617 )

Charges

     750       —         —         750  

Cash payments

     (2,472 )     (3,906 )     (48 )     (6,426 )
                                

Balance, January 1, 2006

   $ 512     $ 2,463     $ —       $ 2,975  
                                

Of the remaining balance at January 1, 2006, COMSYS expects to pay approximately $1.5 million in fiscal 2006 and the balance, which consists primarily of lease payments, over the following four years.

5. Goodwill and Other Intangible Assets

Goodwill

The Company accounts for goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill and certain intangibles with indefinite lives are not amortized but instead are reviewed for impairment at least annually. Remaining intangibles with finite useful lives are amortized over their estimated useful lives.

The change in the carrying value of goodwill during fiscal years 2005, 2004 and 2003 is set forth below (in thousands):

 

Balance as of December 31, 2002

   $ 69,683

Adjustments

     —  
      

Balance as of December 31, 2003

     69,683

Goodwill acquired in the merger (Note 3)

     83,994
      

Balance as of January 2, 2005

     153,677

Adjustments to previously reported purchase price

     645
      

Balance as of January 1, 2006

   $ 154,322
      

The increase in goodwill in 2005 was due to adjustments to merger date contingency reserves for certain tax and unclaimed property assessments.

 

F-18


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

Other Intangibles

The Company’s intangible assets other than goodwill consisted of the following as of January 1, 2006:

 

    

Estimated

Useful Life

(in years)

   Gross Carrying
Amount
   Accumulated
Amortization
   Net Balance
               (In thousands)     

Customer base—Venturi

   5    $ 6,407    $ 1,602    $ 4,805

Customer base—Pure Solutions

   8      6,571      114      6,457
                       

Total

      $ 12,978    $ 1,716    $ 11,262
                       

On October 31, 2005, the Company purchased all of the outstanding stock of Pure Solutions, Inc. (“Pure Solutions”), an information technology services company with operations in northern California, and this acquisition was not material to our business. The purchase price was comprised of a $7.5 million cash payment at closing plus up to $7.5 million of earnout payments over three years. In connection with the purchase, the Company recorded a customer base intangible asset in the amount of $6.6 million, which was valued using a discounted cash flow analysis. The fair value of Pure Solutions’ net identifiable assets exceeded the initial purchase price by $1.1 million, and this amount was recorded as a liability at the date of purchase. The earnout payments, if any, will be recorded first to the liability and then to goodwill. The operations of Pure Solutions are included in the consolidated statement of operations for periods subsequent to the acquisition.

In 2005, the Company wrote off fully amortized customer base intangible assets and contract costs and related accumulated amortization in the amount of $9.0 million and $2.0 million, respectively.

The Company’s intangible assets other than goodwill consisted of the following as of January 2, 2005 :

 

    

Estimated

Useful Life
(in years)

   Gross Carrying
Amount
   Accumulated
Amortization
   Net Balance
               (In thousands)     

Customer base

   5    $ 15,407    $ 8,420    $ 6,987

Contract costs

   2      2,000      1,916      84

Other

   2 - 5      135      69      66
                       

Total

      $ 17,542    $ 10,405    $ 7,137
                       

Aggregate amortization expense for intangibles other than goodwill amounted to $2.4 million in 2005, $10.2 million in 2004 and $12.1 million in 2003.

Estimated amortization expense for the five years subsequent to 2005 is as follows (in thousands):

 

2006

   $     2,125

2007

     2,103

2008

     2,103

2009

     1,783

2010

     821

 

F-19


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

6. Long-Term Debt

Long-term debt consisted of the following:

 

    

January 1,

2006

  

January 2,

2005

     (In thousands)

Debt outstanding under credit facilities:

     

Senior credit facility—revolver

   $ 32,273    $ 56,998

Senior credit facility—senior term loan

     10,000      13,125

Second lien term loan

     100,000      70,000
             
     142,273      140,123

Less current maturities

     5,000      7,500
             

Long-term obligations, excluding current maturities

   $ 137,273    $ 132,623
             

Credit Facilities

On August 18, 2004, Old COMSYS entered into a credit facility with Merrill Lynch Capital and a syndicate of lenders that included up to $65.0 million in revolving loans and a $5.0 million term loan. The proceeds from this credit facility were used to repay in full the current maturities of long-term debt outstanding on that date, including borrowings under a prior credit facility and an interest deferred note, and to pay $2.0 million of accrued interest payable on senior subordinated notes (the Senior Subordinated Notes”).

Effective September 30, 2004, in conjunction with the merger, COMSYS and its subsidiaries entered into a new senior credit facility with Merrill Lynch Capital and a syndicate of lenders that replaced the agreement entered into on August 18, 2004. This credit agreement provided for borrowings of up to $100.0 million under a revolving line of credit and a $15.0 million term loan payable in eight quarterly installments. At the same time, COMSYS borrowed $70.0 million under a second lien term loan credit agreement with Merrill Lynch Capital, Heritage Bank, SSB and a syndicate of lenders. The total amount initially borrowed under these agreements was $135.2 million.

In connection with the purchase of Pure Solutions, the Company amended its senior credit facility to increase the revolver capacity by $5.0 million to a total of $105.0 million.

On December 14, 2005, the Company and its U.S. subsidiaries entered into a credit agreement with Merrill Lynch Capital and a syndicate of lenders (the “Senior Credit Agreement”). The Senior Credit Agreement provides for a two-year term loan of $10.0 million, which was funded on December 14, 2005, and which is scheduled to be repaid in eight equal quarterly principal installments commencing on March 31, 2006 (the “Senior Term Loan”), and a revolving credit facility of up to $120.0 million, maturing on March 31, 2010 (the “Revolver”). At the same time, the Company and its U.S. subsidiaries borrowed $100.0 million under a new second lien term loan credit agreement with Merrill Lynch Capital and a syndicate of lenders, which matures on October 31, 2010 (the “Second Lien Term Loan”).

The Company’s total funded debt under these credit agreements on December 14, 2005 was approximately $150.9 million, consisting of: (i) $10.0 million under the Senior Term Loan; (ii) approximately $40.9 million under the Revolver; and (iii) $100.0 million under the Second Lien Term Loan. The proceeds from these borrowings were used to repay all outstanding borrowings under the prior credit facilities with Merrill Lynch Capital. The Company recorded a $2.2 million loss on early extinguishment of debt related to this transaction that resulted from the write-off of unamortized deferred financing costs.

 

F-20


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

Loans under the Revolver bear interest at LIBOR plus a margin that can range from 2.25% to 2.50% or, at the Company’s option, the prime rate plus a margin that can range from 1.25% to 1.50%, each depending on the Company’s total debt to adjusted EBITDA ratio. The Senior Term Loan bears interest at LIBOR plus a margin that can range from 2.75% to 3.00% or, at the Company’s option, the prime rate plus a margin that can range from 1.75% to 2.00%, each depending upon the Company’s total debt to adjusted EBITDA ratio. The Company pays a quarterly commitment fee of 0.5% per annum of the unused portion of the Revolver and fees for each letter of credit issued under the facility. The Company and certain of its subsidiaries guarantee the loans and other obligations under the Senior Credit Agreement. The obligations under the Senior Credit Agreement are secured by a perfected first priority security interest in substantially all of the assets of the Company and its U.S. subsidiaries, as well as the shares of capital stock of its direct and indirect U.S. subsidiaries and certain of the capital stock of its first-tier non-U.S. subsidiaries.

Borrowings under the Revolver are limited to 85% of eligible accounts receivable, as defined, reduced by the amount of outstanding letters of credit and designated reserves. At January 1, 2006, these designated reserves were a minimum availability reserve of $5.0 million and a reserve for the Pure Solutions acquisition of $2.5 million. At January 1, 2006, the Company had outstanding borrowings of $32.3 million under the Revolver at interest rates ranging from 7.06% to 8.75% per annum (weighted average rate of 7.18%) and borrowing availability under the Revolver of $76.7 million for general corporate purposes. The principal balance of the Senior Term Loan on that date was $10.0 million with an interest rate of 7.56%.

The Second Lien Term Loan bears interest at LIBOR plus 7.5% or, at the Company’s option, the prime rate plus 6.5%. The Second Lien Term Loan is guaranteed by the Company and certain of its subsidiaries and is secured by a second priority security interest in substantially all of the assets of the Company and its U.S. subsidiaries, as well as the shares of capital stock of its direct and indirect U.S. subsidiaries and certain of the capital stock of its first-tier non-U.S. subsidiaries. The principal balance of the Second Lien Term Loan was $100.0 million as of January 1, 2006, at interest rates ranging from 12.0% to 12.06% per annum (weighted average rate of 12.04%).

The Company pays a fee on outstanding letters of credit equal to the LIBOR margin then applicable to the Revolver. As of January 1, 2006, outstanding letters of credit totaled $3.3 million and the fee was 2.50% annually.

Both the Senior Credit Agreement and Second Lien Term Loan Credit Agreement contain customary covenants and events of default, including the maintenance of a minimum EBITDA requirement, a fixed charge coverage ratio and a total debt to adjusted EBITDA ratio, as defined. As of January 1, 2006, COMSYS was in compliance with all covenant requirements. These agreements also place restrictions on the Company’s ability to enter into certain transactions without the approval of the lenders, such as the payment of dividends, disposition and acquisition of assets and the assumption of contingent obligations.

The Company has historically been subject to market risk on all or a part of its borrowings under bank credit lines, which have variable interest rates. Effective February 22, 2005, COMSYS entered into an interest rate swap and an interest rate cap. The swap agreement and cap agreement are contracts to effectively exchange variable interest rate payments for fixed rate payments over the life of the instrument. The notional amount is used to measure interest to be paid or received and does not represent the exposure to credit loss. The purpose of the swap and cap is to limit exposure to increases in interest rates on the notional amount of bank borrowings over the term of the swap and cap. The swap is based on a $20.0 million notional amount at a rate of 4.59% and the cap is based on a $20.0 million notional amount at a rate of 4.50%.

 

F-21


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

The interest rate swap and cap are recorded at fair value, based on an amount estimated by Merrill Lynch Capital, which represents the amount that Merrill Lynch Capital would have paid us at January 1, 2006 if the swap and cap had been terminated at that date. The combined net fair value at January 1, 2006 is $502,000, which is included in our consolidated balance sheet in noncurrent assets. Effective with the repayment of the Company’s debt on December 14, 2005, the expected cash flows for which the swap and cap were designated to hedge against were no longer probable. As a result, the swap and the cap are no longer designated as cash flow hedges for accounting purposes. Therefore, amounts previously recorded in accumulated other comprehensive income associated with changes in fair value of the hedges were reversed to interest expense. Changes in fair value of the swap and cap are recorded in the statement of operations subsequent to December 14, 2005. The Company recorded $502,000 as a reduction of interest expense in the fourth quarter of 2005.

Senior Subordinated Debt

The Senior Subordinated Notes were paid off on September 30, 2004 in connection with the merger. The Company repaid in cash $18.1 million of accrued interest and $42.3 million of principal on the notes. The remaining balance of $22.4 million was converted to shares of mandatorily redeemable preferred stock (the “Series A Preferred Stock”) (Note 10). The Company incurred a prepayment penalty of $1.1 million, which was satisfied by assigning to the noteholders a note receivable from the Company’s chief executive officer (Note 14). The prepayment penalty is included in the loss on early extinguishment of debt in the 2004 consolidated statement of operations.

Maturities of long-term debt for the five years succeeding January 1, 2006 and thereafter are as follows (in thousands):

 

2006

   $ 5,000

2007

     5,000

2008

     —  

2009

     —  

2010

     132,273

Thereafter

     —  
      

Long-term debt

   $ 142,273
      

7. Income Taxes

The components of the provision (benefit) for income taxes are as follows (in thousands):

 

     2005     2004     2003

Current:

      

Federal

   $ —       $ (5,402 )   $ —  

State

     37       —         —  

Foreign

     185       —         —  
                      
     222       (5,402 )     —  
                      

Deferred:

      

Federal

     564       —         760

State

     (3 )     —         —  

Foreign

     —         —         —  
                      
     561       —         760
                      
   $ 783     $ (5,402 )   $ 760
                      

 

F-22


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

The differences between income taxes computed at the federal statutory income tax rate and the provision (benefit) for income taxes follows (in thousands):

 

     2005     2004     2003  

Income tax expense (benefit) computed at the federal statutory income tax rate

   $ 1,026     $ (21,195 )   $ (5,340 )

State income tax expense (benefit) net of federal benefit

     427       (899 )     (703 )

Foreign income tax

     185       —         —    

Effect of preferred dividends and other permanent differences

     2,290       16,984       (1,982 )

Prior year deferred asset true-up

     (5,874 )     4,526       —    

Tax benefit allocated to goodwill

     564       —         —    

Effect of increase (decrease) in valuation allowance

     2,165       (4,818 )     8,785  
                        

Provision (benefit) for income taxes

   $ 783     $ (5,402 )   $ 760  
                        

The income tax benefit recorded in 2004 relates to a federal income tax refund of $5.4 million resulting from legislation that allowed the Company to carry back a portion of its 2001 net operating loss to prior years. The Company expects to receive an additional refund of approximately $5.8 million for 2002 net operating loss carrybacks. This refund results from a loss carryback to periods prior to the current ownership of the Company. The ability of the Company to receive the refund from the loss carryback is subject to certain regulatory and other approvals. Therefore, the Company will record the benefit of this refund when received.

The net current and noncurrent components of deferred income taxes reflected in the consolidated balance sheets are as follows (in thousands):

 

    

January 1,

2006

  

January 2,

2005

Net current asset

   $ —      $ —  

Net noncurrent asset

     3      —  

Net noncurrent liability

     —        —  
             

Net asset

   $ 3    $ —  
             

Deferred tax assets and liabilities were comprised of the following (in thousands):

 

    

January 1,

2006

   

January 2,

2005

 

Deferred tax assets:

    

Goodwill and other intangibles

   $ 22,081     $ 27,062  

Accrued expenses and other reserves

     5,613       9,378  

Bad debt allowances

     1,551       1,248  

Accrued benefits

     987       974  

Net operating loss carryforwards

     54,765       45,921  

Other

     1,820       241  
                

Total deferred tax assets

     86,817       84,824  

Valuation allowance

     (84,383 )     (82,218 )
                

Net deferred tax assets

     2,434       2,606  

Deferred tax liabilities:

    

Depreciation expense and property basis differences

     (2,431 )     (2,606 )
                

Total deferred tax liabilities

     (2,431 )     (2,606 )
                

Net deferred tax asset

   $ 3     $ —    
                

 

F-23


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

At January 1, 2006, the Company had federal and state net operating loss carryforwards of approximately $134.5 million and $181.5 million, respectively. The federal net operating losses begin to expire in 2019 and the state net operating losses began to expire in 2005. On September 30, 2004, both Old COMSYS and Venturi experienced an ownership change as defined by the Internal Revenue Code. This subjects the utilization of the Company’s net operating loss carryforwards to an annual limitation, which may cause the carryforwards to expire before they are used. The Company has recorded a valuation allowance of approximately $84.4 million at January 1, 2006 against the net deferred tax assets as the Company has concluded that it is more likely than not that these deferred tax assets will not be realized. The increase in the valuation allowance is the result of increases in deferred tax assets, partially offset by a reduction of the valuation allowance due to pretax book income earned in 2005. Approximately $23.9 million of the valuation allowance is attributable to the deferred tax assets of the Venturi acquisition, for which any recognized tax benefits will be allocated to reduce goodwill or other noncurrent intangible assets ($564,000 was allocated to goodwill in 2005).

The Company has not provided federal income tax on the undistributed foreign earnings of its foreign subsidiaries as it is the Company’s intent to indefinitely reinvest such earnings in its foreign subsidiaries. Pretax income attributable to the Company’s United Kingdom subsidiary amounted to $345,000 in 2005.

8. Commitments and Contingencies

The Company leases various office space and equipment under noncancelable operating leases expiring through 2015. Certain leases include free rent periods, rent escalation clauses and renewal options. Rent expense is recorded on a straight-line basis over the term of the lease. Rent expense was $6.4 million, $5.8 million and $6.0 million for 2005, 2004 and 2003, respectively. Sublease income was $239,000, $200,000 and $272,000 for 2005, 2004 and 2003, respectively.

Future minimum annual payments for noncancelable operating leases in effect at January 1, 2006 are shown in the table below (in thousands):

 

Year ending:

  

2006

   $ 6,984  

2007

     6,334  

2008

     5,010  

2009

     4,869  

2010

     2,741  

Thereafter

     7,881  
        
     33,819  

Sublease income

     (2,160 )
        
   $ 31,659  
        

In connection with the merger and the sale of Venturi’s commercial staffing business, the Company placed $2.5 million of cash and 187,556 shares of its common stock in escrow pending the final determination of certain state tax and unclaimed property assessments. The Company has recorded liabilities for amounts management believes are adequate to resolve these matters, however, management cannot ascertain at this time what the final outcome of these assessments will be in the aggregate and it is reasonably possible that management’s estimates could change. The cash is included in restricted cash in the consolidated balance sheet.

The Company has entered into employment agreements with certain of its executives covering, among other things, base compensation, incentive bonus determinations and payments in the event of termination or a change in control of the Company.

 

F-24


Table of Contents
Index to Financial Statements

COMSYS IT Partners, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements—(Continued)

 

The Company is a defendant in various lawsuits and claims arising in the normal course of business and is defending them vigorously. While the results of litigation cannot be predicted with certainty, management believes the final outcome of such litigation will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

9. Defined Contribution Plan

The Company maintains a voluntary defined contribution profit-sharing plan covering eligible employees as defined in the plan document. Participating employees may elect to defer and contribute a percentage of their compensation to the plan, not to exceed the dollar limit set by the Internal Revenue Code. For the year ended December 31, 2003, the maximum deferral amount was 15% of compensation, which was increased to 50% in 2004 and 2005, subject to limitations set by the Internal Revenue Code. The Company matches 25% of each employee’s eligible contribution up to a maximum of the first 6% of each employee’s compensation. The Company may, at its discretion, make an additional year-end matching contribution of up to 50%. Total expense under the plan amounted to approximately $1.1 million, $955,000 and $997,000 in 2005, 2004 and 2003, respectively.

During 1999, Venturi established a Supplemental Employee Retirement Plan (the “SERP”) for its then chief executive officer. When this officer retired in February 2000, the annual benefit payable under the SERP was fixed at $150,000 through March 2017. As of January 1, 2006, approximately $1.2 million was accrued for the SERP.

10. Stockholders’ Equity

Common Stock

In the merger, Old COMSYS shareholders exchanged their shares of common stock for shares of Venturi (now COMSYS) common stock. Each share of Old COMSYS outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive 0.0001 of a share of COMSYS common stock.

Additionally, in the merger each option to acquire shares of Old COMSYS common stock that was outstanding under the 1999 Plan (Note 13) immediately prior to the effective time of the merger remained outstanding and became exercisable for shares of COMSYS common stock at the rate of 0.0001 of a share for each share of Old COMSYS common stock. As of January 1, 2006, there were 1,954,504 shares of common stock reserved for stock option grants to members of management under the Company’s various stock incentive plans (Note 13).

In December 2005, the Company issued 3.0 million shares of its common stock in a public offering at $11.00 per share. Net proceeds were approximately $31.0 million, a portion of which were used to redeem all of the Company’s Series A Redeemable Preferred Stock as described below.

Warrants

With the merger, the Company assumed outstanding warrants to purchase 768,997 shares of Venturi (now COMSYS) common stock. The warrants were originally issued on April 14, 2003 in connection with the comprehensive financial restructuring with Venturi’s subordinated note holders. The warrants are exercisable in whole or in part over a 10-year period and the exercise price is $7.8025 per share. The warrants may be exercised

 

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