- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2010年2月18日 - 8:01PM
Edgar (US Regulatory)
Filed by COMSYS IT Partners, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to
Rules 14a-12 and 14d-9 under the Securities Exchange Act of 1934, as amended
Subject Company: COMSYS IT Partners, Inc.
Commission File No. 0-27792
|
|
|
|
|
Contacts:
|
|
David L. Kerr
|
|
Amy Bobbitt
|
|
|
Senior Vice President Corporate Development
|
|
Senior Vice President & Chief
|
|
|
713.386.1420
|
|
Accounting Officer
|
|
|
dkerr@comsys.com
|
|
480.777.6680
|
|
|
|
|
abobbitt@comsys.com
|
COMSYS IT PARTNERS, INC. REPORTS 2009
FOURTH QUARTER AND FULL YEAR RESULTS
HOUSTON, TX (February 17, 2010) COMSYS IT Partners, Inc. (NASDAQ:CITP), a leading provider of
information technology staffing and consulting services, today announced its financial results for
the fourth quarter and year ended January 3, 2010.
Fourth Quarter 2009 Financial Results
|
|
|
Revenue was $172.5 million, down 2.0% from $176.0 million during the fourth quarter of
2008, but up sequentially from $157.3 million in the third quarter of this year on three
additional billing days.
|
|
|
|
Revenue per billing day, excluding reimbursable expense revenue, increased sequentially
by 4.1% from the third quarter of 2009.
|
|
|
|
Net income was $5.9 million, or $0.28 per common share, up from an $82.6 million loss,
or $4.03 loss per common share, in the fourth quarter of 2008, and up sequentially from
income of $3.0 million, or $0.14 per common share, in the third quarter this year. The
fourth quarter of 2008 included a goodwill impairment charge net of tax of $86.0 million.
|
|
|
|
Gross margin was 25.1%, up from 24.6% in the third quarter this year.
|
|
|
|
EBITDA, excluding restructuring costs, was $8.8 million in the fourth quarter, down from
$9.2 million in the fourth quarter of 2008, but up sequentially from $6.5 million in the
third quarter of 2009. EBITDA, excluding restructuring costs, is a non-GAAP measure
defined below.
|
|
|
|
Net debt at the end of the fourth quarter was $38.1 million and excess availability
under COMSYS revolving credit facility at the end of the fourth quarter was $71.0 million.
|
2009 Annual Results
|
|
|
Revenue for the full year was $649.3 million, down 10.7% from $727.1 million during
2008.
|
|
|
|
Net income was $9.4 million, or $0.45 per common share, compared to a net loss of $65.2
million, or $3.19 per common share, during 2008. Net income for 2008 included goodwill
impairment change net of tax of $86.0 million.
|
|
|
|
The 2009 results also included pre-tax restructuring costs of $3.9 million, or $0.19 per
share. The 2008 results also included pre-tax restructuring costs of $0.6 million, or
$0.03 per share, and a non-cash compensation charge of $3.4 million, or $0.17 per share,
related to a prior acquisition.
|
-MORE-
CITP Reports 2009 Fourth Quarter and Full Year Results
Page 2
February 17, 2010
Manpower Exchange Offer for COMSYS
As announced on February 1, 2010, COMSYS and Manpower, Inc. entered into an Agreement and Plan of
Merger under which, subject to the terms and conditions thereof, a wholly-owned subsidiary of
Manpower, Inc. will offer to acquire all outstanding shares of COMSYS common stock in exchange for
cash or Manpower common stock valued at $17.65 per COMSYS share (the Offer). Following the
completion of the Offer, the Manpower subsidiary will merge with and into the Company (the
Merger) and COMSYS will become a wholly owned subsidiary of Manpower. It is anticipated that the
Offer will be commenced shortly after COMSYS files its Annual Report on Form 10-K in early to
mid-March 2010. The Offer is subject to the satisfaction of a number of conditions, including the
expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvement Act and the tender of at least a majority of the shares of COMSYS common stock. For
more information, please see COMSYS Form 8-K filed on February 1, 2010 and other filings made by
COMSYS with the Securities and Exchange Commission (the SEC). See also Additional Information
below.
No Conference Call Scheduled
COMSYS will not host a conference call to discuss its quarterly and annual results due to the
Manpower, Inc. exchange offer discussed above.
About COMSYS IT Partners
COMSYS IT Partners, Inc. (NASDAQ: CITP) is a leading IT services company with 52 offices across the
U.S. and offices in Puerto Rico, Canada and the U.K. COMSYS service offerings include contingent
and direct hire placement of IT professionals and a wide range of technical services and solutions
addressing requirements across the enterprise. TAPFIN Process Solutions delivers critical
management solutions across the resource spectrum from contingent workers to outsourced services.
Additional Information
In connection with the Offer and the Merger, Manpower, Inc. intends to file a Registration
Statement on Form S-4 and a Tender Offer Statement on Schedule TO with the SEC, and COMSYS intends
to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. The Offer has not
yet commenced and such documents are not currently available.
When these documents become
available, COMSYS stockholders are urged to read them carefully before making any decisions, as
they will contain important information about the transaction.
This release is for informational
purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to
sell COMSYS securities. Investors will be able to obtain free copies of the Form S-4, the Schedule
TO and the Schedule 14D-9, as well as other filings containing information about COMSYS and
Manpower, without charge, at the SECs website (
www.sec.gov
) once such documents are filed with the
SEC. A free copy of the Schedule 14D-9, when it becomes available, may also be obtained from COMSYS
website at
www.comsys.com
and also by making a request to Investor Relations at COMSYS IT Partners,
Inc., 4400 Post Oak Parkway, Suite 1800, Houston, Texas 77027.
Forward-looking Statements
Certain information contained in this press release may be deemed forward-looking statements
regarding events and financial trends that could affect our plans, objectives, future operating
results, financial condition, performance and business. These statements may be identified by
words such as estimate, forecast, plan, intend, believe, should, expect,
anticipate, or variations or negatives thereof, or by similar or comparable words or phrases.
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 risk that the conditions to the Offer and/or the Merger will not be met and that
the acquisition of COMSYS by Manpower, Inc. will not be successful;
|
|
|
|
the risk that Manpowers business and/or COMSYS business will be adversely impacted
during the pendency of the Offer and the Merger;
|
-MORE-
CITP Reports 2009 Fourth Quarter and Full Year Results
Page 3
February 17, 2010
|
|
|
economic declines that affect our business, including our profitability, liquidity
or the ability to comply with applicable loan covenants;
|
|
|
|
the financial stability of our lenders and their ability to honor their commitments
related to our credit agreements;
|
|
|
|
regulatory changes that impose additional regulations or licensing requirements in
such a manner as to increase our costs of doing business or restrict access to
qualified technology workers;
|
|
|
|
the risk of increased tax rates;
|
|
|
|
adverse changes in credit and capital markets conditions that may affect our ability
to obtain financing or refinancing on favorable terms or that may warrant changes to
existing credit terms;
|
|
|
|
the financial stability of our customers and other business partners and their
ability to pay their outstanding obligations or provide committed services;
|
|
|
|
changes in levels of unemployment and other economic conditions in the United
States, or in particular regions or industries;
|
|
|
|
the impact of changes in demand for our services or competitive pressures on our
ability to maintain or improve our operating margins, including pricing pressures;
|
|
|
|
the risk in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
|
|
|
|
our 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,
project management and business process outsourcing and, if successful, our ability to
manage those types of business profitably;
|
|
|
|
weakness or reductions in corporate information technology spending levels;
|
|
|
|
our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
|
|
|
|
the entry of new competitors into the U.S. staffing services and consulting markets
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 our incurring liability for the activities of our billable
consultants or for events impacting our billable consultants on our clients premises;
|
|
|
|
the risk that we may be subject to claims for indemnification under our customer
contracts;
|
|
|
|
the risk that cost cutting or restructuring activities could cause an adverse impact
on certain of our operations; and
|
|
|
|
adverse changes to managements periodic estimates of future cash flows that may
affect our assessment of our ability to fully recover our goodwill.
|
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,
managements 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 various factors, including
the factors listed in this section and the Risk Factors section contained in our Annual Report on
Form 10-K as filed with the SEC. 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.
-MORE-
CITP Reports 2009 Fourth Quarter and Full Year Results
Page 4
February 17, 2010
COMSYS IT PARTNERS, INC.
OPERATING DATA, SUPPLEMENTAL CASH FLOW INFORMATION AND NON-GAAP MEASURES
(IN THOUSANDS, EXCEPT OPERATING DATA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
January 3,
|
|
|
September 27,
|
|
|
December 28,
|
|
Operating Data:
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Billing days
|
|
|
66
|
|
|
|
63
|
|
|
|
62
|
|
Billable hours
|
|
|
2,297,057
|
|
|
|
2,071,234
|
|
|
|
2,232,444
|
|
Revenue per billing day, excluding reimbursable
expense revenue (in thousands)
|
|
$
|
2,559
|
|
|
$
|
2,458
|
|
|
$
|
2,839
|
|
Average bill rate
|
|
$
|
69.55
|
|
|
$
|
70.08
|
|
|
$
|
72.05
|
|
Gross margin
|
|
|
25.1
|
%
|
|
|
24.6
|
%
|
|
|
24.0
|
%
|
Effective tax rate (excluding 2008 goodwill impairment)
|
|
|
4.2
|
%
|
|
|
5.4
|
%
|
|
|
32.0
|
%
|
DSO
|
|
|
42
|
|
|
|
47
|
|
|
|
43
|
|
Average daily net debt balance (in millions)
|
|
$
|
51.8
|
|
|
$
|
55.8
|
|
|
$
|
61.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
January 3,
|
|
|
September 27,
|
|
|
December 28,
|
|
Supplemental Cash Flow Information:
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
Net cash provided by (used for) operating activities
|
|
$
|
21,160
|
|
|
$
|
(5,989
|
)
|
|
$
|
22,214
|
|
Reimbursable expense revenue
|
|
$
|
3,671
|
|
|
$
|
2,456
|
|
|
$
|
4,516
|
|
Stock-based compensation
|
|
$
|
852
|
|
|
$
|
891
|
|
|
$
|
1,037
|
|
Capital expenditures
|
|
$
|
605
|
|
|
$
|
199
|
|
|
$
|
647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
January 3,
|
|
|
September 27,
|
|
|
December 28,
|
|
|
January 3,
|
|
|
December 28,
|
|
Non-GAAP Financial Measures:
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2008
|
|
EBITDA, excluding restructuring costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income
|
|
$
|
5,873
|
|
|
$
|
3,018
|
|
|
$
|
(82,551
|
)
|
|
$
|
9,406
|
|
|
$
|
(65,188
|
)
|
Depreciation and amortization
|
|
|
1,856
|
|
|
|
2,106
|
|
|
|
2,212
|
|
|
|
8,086
|
|
|
|
8,115
|
|
Goodwill impairment
|
|
|
|
|
|
|
|
|
|
|
86,800
|
|
|
|
|
|
|
|
86,800
|
|
Restructuring costs
|
|
|
(201
|
)
|
|
|
155
|
|
|
|
637
|
|
|
|
3,895
|
|
|
|
637
|
|
Interest expense, net
|
|
|
1,050
|
|
|
|
1,057
|
|
|
|
1,351
|
|
|
|
4,185
|
|
|
|
5,457
|
|
Other expense (income), net
|
|
|
(22
|
)
|
|
|
45
|
|
|
|
(19
|
)
|
|
|
(149
|
)
|
|
|
(204
|
)
|
Income tax expense
|
|
|
258
|
|
|
|
164
|
|
|
|
807
|
|
|
|
881
|
|
|
|
4,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, excluding restructuring costs
|
|
$
|
8,814
|
|
|
$
|
6,545
|
|
|
$
|
9,237
|
|
|
$
|
26,304
|
|
|
$
|
40,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, excluding restructuring costs, as a %
of GAAP revenue
|
|
|
5.1
|
%
|
|
|
4.2
|
%
|
|
|
5.2
|
%
|
|
|
4.1
|
%
|
|
|
5.5
|
%
|
A non-GAAP financial measure is a numerical measure of a companys performance, financial position,
or cash flows that either excludes or includes amounts that are not normally excluded or included
in the most directly comparable measure calculated and presented in accordance with generally
accepted accounting principles (GAAP). We believe EBITDA, excluding restructuring costs, to be
relevant and useful information to our investors in assessing our financial operating results as
these measures are used by our management in evaluating our financial performance, liquidity, our
ability to service debt and fund capital expenditures. However, these measures should be
considered in addition to, and not as a substitute for, or superior to, measures of financial
performance prepared in accordance with generally accepted accounting principles, and may not be
comparable to similarly titled measures reported by other companies. The non-GAAP measures
included in this press release have been reconciled to the nearest GAAP measures as required under
SEC rules regarding the use of non-GAAP financial measures.
-MORE-
CITP Reports 2009 Fourth Quarter and Full Year Results
Page 5
February 17, 2010
COMSYS IT PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
January 3,
|
|
|
September 27,
|
|
|
December 28,
|
|
|
January 3,
|
|
|
December 28,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2008
|
|
Revenues from services
|
|
$
|
172,543
|
|
|
$
|
157,305
|
|
|
$
|
175,998
|
|
|
$
|
649,307
|
|
|
$
|
727,108
|
|
Cost of services
|
|
|
129,203
|
|
|
|
118,677
|
|
|
|
133,747
|
|
|
|
490,864
|
|
|
|
550,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
43,340
|
|
|
|
38,628
|
|
|
|
42,251
|
|
|
|
158,443
|
|
|
|
176,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
34,526
|
|
|
|
32,083
|
|
|
|
33,014
|
|
|
|
132,139
|
|
|
|
136,648
|
|
Restructuring costs
|
|
|
(201
|
)
|
|
|
155
|
|
|
|
637
|
|
|
|
3,895
|
|
|
|
637
|
|
Depreciation and amortization
|
|
|
1,856
|
|
|
|
2,106
|
|
|
|
2,212
|
|
|
|
8,086
|
|
|
|
8,115
|
|
Goodwill impairment
|
|
|
|
|
|
|
|
|
|
|
86,800
|
|
|
|
|
|
|
|
86,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,181
|
|
|
|
34,344
|
|
|
|
122,663
|
|
|
|
144,120
|
|
|
|
232,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
7,159
|
|
|
|
4,284
|
|
|
|
(80,412
|
)
|
|
|
14,323
|
|
|
|
(55,281
|
)
|
Interest expense, net
|
|
|
1,050
|
|
|
|
1,057
|
|
|
|
1,351
|
|
|
|
4,185
|
|
|
|
5,457
|
|
Other expense (income), net
|
|
|
(22
|
)
|
|
|
45
|
|
|
|
(19
|
)
|
|
|
(149
|
)
|
|
|
(204
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
6,131
|
|
|
|
3,182
|
|
|
|
(81,744
|
)
|
|
|
10,287
|
|
|
|
(60,534
|
)
|
Income tax expense
|
|
|
258
|
|
|
|
164
|
|
|
|
807
|
|
|
|
881
|
|
|
|
4,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
5,873
|
|
|
$
|
3,018
|
|
|
$
|
(82,551
|
)
|
|
$
|
9,406
|
|
|
$
|
(65,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.28
|
|
|
$
|
0.14
|
|
|
$
|
(4.03
|
)
|
|
$
|
0.45
|
|
|
$
|
(3.19
|
)
|
Diluted
|
|
$
|
0.28
|
|
|
$
|
0.14
|
|
|
$
|
(4.03
|
)
|
|
$
|
0.45
|
|
|
$
|
(3.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
19,818
|
|
|
|
19,815
|
|
|
|
19,614
|
|
|
|
19,801
|
|
|
|
19,599
|
|
Diluted
|
|
|
19,818
|
|
|
|
19,815
|
|
|
|
19,614
|
|
|
|
19,801
|
|
|
|
19,599
|
|
-MORE-
CITP Reports 2009 Fourth Quarter and Full Year Results
Page 6
February 17, 2010
COMSYS IT PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PAR VALUE AMOUNTS)
|
|
|
|
|
|
|
|
|
|
|
January 3,
|
|
|
December 28,
|
|
|
|
2010
|
|
|
2008
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
689
|
|
|
$
|
22,695
|
|
Accounts receivable, net of allowance of $3,321 and $3,232, respectively
|
|
|
197,537
|
|
|
|
202,297
|
|
Prepaid expenses and other
|
|
|
2,716
|
|
|
|
3,116
|
|
Restricted cash
|
|
|
2,486
|
|
|
|
2,489
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
203,428
|
|
|
|
230,597
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
12,966
|
|
|
|
16,596
|
|
Goodwill
|
|
|
89,256
|
|
|
|
89,064
|
|
Other intangible assets, net
|
|
|
8,926
|
|
|
|
11,962
|
|
Deferred financing costs, net
|
|
|
2,463
|
|
|
|
1,175
|
|
Restricted cash
|
|
|
308
|
|
|
|
308
|
|
Other assets
|
|
|
1,103
|
|
|
|
1,478
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
318,450
|
|
|
$
|
351,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
137,357
|
|
|
$
|
156,528
|
|
Payroll and related taxes
|
|
|
32,679
|
|
|
|
25,975
|
|
Interest payable
|
|
|
237
|
|
|
|
337
|
|
Other current liabilities
|
|
|
9,002
|
|
|
|
9,728
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
179,275
|
|
|
|
192,568
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
38,101
|
|
|
|
69,692
|
|
Other noncurrent liabilities
|
|
|
4,705
|
|
|
|
5,435
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
222,081
|
|
|
|
267,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, no par value; 5,000,000 shares authorized; none issued
|
|
|
|
|
|
|
|
|
Common stock, par value $.01; 95,000,000 shares authorized and 21,061,592 shares outstanding;
95,000,000 shares authorized and 20,465,028 shares outstanding, respectively
|
|
|
210
|
|
|
|
203
|
|
Common stock warrants
|
|
|
1,734
|
|
|
|
1,734
|
|
Accumulated other comprehensive loss
|
|
|
(79
|
)
|
|
|
(90
|
)
|
Additional paid-in capital
|
|
|
230,820
|
|
|
|
227,360
|
|
Accumulated deficit
|
|
|
(136,316
|
)
|
|
|
(145,722
|
)
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
96,369
|
|
|
|
83,485
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
318,450
|
|
|
$
|
351,180
|
|
|
|
|
|
|
|
|
-END-
Comsys IT Partners (NASDAQ:CITP)
過去 株価チャート
から 5 2024 まで 6 2024
Comsys IT Partners (NASDAQ:CITP)
過去 株価チャート
から 6 2023 まで 6 2024