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CORESTAFF, Inc. Earnings for Third Quarter Up 51%

    HIGHLIGHTS:

    -- Net income increased 51% to $8.5 million, or $0.26 per share
    -- CORESTAFF to acquire Softek Software, Inc., a provider of SAP and
Baan consultants
    -- Operating income from higher-margin, higher-growth IT Services Group
exceeded 70% of total
    -- IT Solutions unit formally named Metamor Solutions


                  Summary Results of Operations (Unaudited)
                   (In thousands, except per share amounts)

                             Three Months Ended         Nine Months Ended
                                September 30,             September 30,
                               1997        1996        1997         1996

    Revenues                  $268,521    $163,284    $726,820    $400,829
    Gross profit               $68,100     $39,685    $178,128     $98,005
    Operating income           $18,496     $10,232     $46,494     $24,418
    Net income                  $8,534      $5,669     $21,696     $12,376
    Earnings per share           $0.26       $0.18       $0.67       $0.42

    HOUSTON, Oct. 22 /PRNewswire/ -- CORESTAFF, Inc. (Nasdaq: CSTF), one of
the largest national providers of information technology (IT) services and
staffing services, today announced record results for the quarter and
nine months ended September 30, 1997.  Net income for the third quarter
increased 51 percent to $8.5 million, or $0.26 per share, from $5.7 million,
or $0.18 per share, for the third quarter of 1996.  Net income for the nine
months ended September 30, 1997 increased 75 percent to $21.7 million, or
$0.67 per share, from $12.4 million, or $0.42 per share, for the first nine
months of 1996.
    Revenues in the quarter increased 64 percent to $268.5 million from
$163.3 million in the third quarter of 1996.  Gross margin for the quarter was
25.4 percent compared with 24.3 percent for the third quarter of 1996.  The
expansion in gross margin reflects CORESTAFF's strategic decision to shift the
business mix toward higher-growth, higher-margin IT services.  The IT Services
Group accounted for 54 percent and 63 percent of CORESTAFF's consolidated
revenues and gross profit, respectively, up from 44 percent and 52 percent,
respectively, in the third quarter of 1996.
    Operating income increased 81 percent to $18.5 million from $10.2 million
in 1996.  The operating margin for the current quarter was 6.9 percent
compared with 6.3 percent for the third quarter of 1996.  The higher operating
margin was due, in part, to the expansion in gross margin.
    Pro forma operating results, which assume all acquisitions were
consummated as of the beginning of the periods presented, demonstrate the high
internal growth rate of the company during the third quarter and the first
nine months of 1997.  Pro forma revenues for the current quarter were $270.1
million, up 25 percent from $216.2 million in the third quarter of 1996.  Pro
forma net income rose 18 percent to $8.6 million, or $0.26 per share, compared
with pro forma net income of $7.3 million, or $0.23 per share, in 1996.  Pro
forma revenues for the first nine months of 1997 were $757.8 million, up 29
percent from $587.4 million in the first nine months of 1996.  Pro forma net
income increased 53 percent to $23.7 million, or $0.73 per share, compared
with pro forma net income of $15.5 million, or $0.52 per share, in 1996.
    Commenting on the results, Michael T. Willis, president and chief
executive officer, said, "During the third quarter, we accomplished several
important milestones.  These included the continued shift in our business mix
toward higher-margin, higher-growth IT services, improvement of our capital
structure, maintaining high internal growth rates for our business units and
achieving significant earnings growth.  We also continued to invest in
infrastructure that will provide a solid foundation to support CORESTAFF's
future growth.
    "The operating results for the third quarter reflect further execution of
our business strategy, which focuses on shifting our business mix toward
higher-margin, higher-growth information technology services through internal
growth and acquisitions.  During the quarter, our IT Services Group accounted
for over 70 percent of our operating income.  So far in 1997, we have acquired
seven IT Services businesses, including three IT solutions businesses, and
have entered into an agreement to acquire Softek Software, Inc.  Our plans are
to continue focusing on acquisitions in the IT sector."
    IT Services Group Continues Rapid Growth.  Revenues and gross profit for
the quarter were up 100 percent and 105 percent, respectively, over the third
quarter of 1996.  Gross margin for the current quarter increased to 29.5
percent from 28.8 percent for the third quarter of 1996, primarily due to the
acquisition of IT Solutions' businesses, which have higher growth rates and
margins than the group's IT staff augmentation unit.  The IT Solutions unit,
which was formed in the first quarter of 1997, has been formally named Metamor
Solutions, and accounted for approximately 13 percent of the group's revenues
and 20 percent of its gross profit in the third quarter.
    Pro forma revenues and gross profit for the quarter increased 34 percent
and 30 percent, respectively, from the third quarter of 1996.  These
improvements reflect the continued strong demand for the company's IT
services.  Pro forma gross margin for the quarter was 29.5 percent compared
with 30.5 percent for the third quarter of 1996, due to a change in business
mix related to the higher proportion of revenues from large IT staff
augmentation customers.  These large customers generally have lower gross
margins than the group's other staff augmentation customers, but comparable or
higher operating margins due to operating leverage.  The effects of this
change in business mix were partially offset by the higher internal growth
rate of the higher-margin Metamor Solutions unit.

    Staffing Services Group Continues Solid Performance.  Revenues and
gross profit for the third quarter were both up 39 percent over the third
quarter of 1996.  Gross margin for the quarter was 20.5 percent, compared with
20.6 percent for the third quarter of 1996.  Pro forma revenues and gross
profit for the quarter increased 16 percent and 17 percent, respectively, from
the third quarter of 1996, reflecting the high demand for the group's
services.
    Announcing Acquisition of Softek Software, Inc.  The company has
entered into an agreement to acquire Softek Software, Inc., a California-based
IT Services business.  Softek specializes in SAP and Baan implementation
services.  The acquisition is expected to close on Friday, October 24, 1997.
    During the third quarter, CORESTAFF also made an equity alliance
investment in Citadel Technology, Inc. (OTCBB: NOFF).  As part of this new
relationship, Millennium Computer Corp., which is part of Metamor
Solutions, will provide research and development support to Citadel, and
Citadel will market Millennium's "First Step" software product.
    During the third quarter, the company also acquired two other IT
Services businesses, MultiVision Consulting, Inc., a SAP National
Implementation Partner, and R.P. Accord Systems, Inc., a provider of Oracle
and PeopleSoft implementation services.
    Commenting on acquisitions, Willis said, "Our focus continues to be
on acquiring IT Services businesses.  We continue to see strong deal
flow and are being very selective in pursuing those prospects that will
increase the quality of our IT service offerings and improve operating
performance."
    Anticipating Fourth-Quarter Restructuring Charge.  In anticipation
of further growth in all business units, CORESTAFF has been developing a new,
integrated front and back office information system.  As a part of this
project, the company anticipates recording in the fourth quarter of 1997, a
pre tax charge of approximately $5 million to $7 million, or $0.09 to $0.12
per share after tax.
    Commenting on the new system, Austin P. Young, executive vice president --
finance and administration, said, "This new system will serve as a platform on
which the company can more effectively manage its anticipated future growth
and improve the productivity of its business units.  The restructuring charge
that we anticipate recording in the fourth quarter is a non-recurring charge
related to the deployment of these new systems."
    Amended Senior Credit Facility.  As previously announced, the company
amended its senior credit facility to increase the commitment by $100 million.
Under terms of the amended facility, the company may borrow the lesser of $350
million or 4.25 times pro forma adjusted EBITDA (earnings before interest,
income taxes, depreciation and amortization) for the preceding 12 months.  The
amended facility is on more favorable terms to the company and provides it
with the capital and financial flexibility to support internal growth and
continue its selective acquisition program.
    Public Offerings.  As previously announced, CORESTAFF sold $230 million of
2.94 percent convertible subordinated notes due 2004.  The notes were issued
at an original price of 83.991 percent of the principal amount at maturity,
which represents an original issue discount of 16.009 percent.  The notes are
convertible into CORESTAFF common stock at a conversion rate of 23.7397 shares
per $1,000 principal amount at maturity of the notes.  The net proceeds of
$187.9 million from the sale of the notes were used to repay a portion of the
indebtedness under the company's senior credit facility.
    Concurrent with the notes offering, certain stockholders of the company
sold an aggregate of 6.9 million shares of CORESTAFF common stock.  The price
to the public for the common stock was $29 per share.  Venture capital firms
that were involved in the formation of the company sold 6.0 million of the 6.9
million shares.
    Established in 1993, CORESTAFF, Inc. is one of the largest national
providers of information technology (IT) services and staffing services
through its two business groups:  the IT Services Group, which is comprised of
COMSYS Information Technology Services and Metamor Solutions (formerly the IT
Solutions Group), and the Staffing Services Group, which operates under the
name CORESTAFF Services.  The company, with pro forma revenues of
approximately $1.0 billion, operates 146 branches in 28 states, the District
of Columbia, the United Kingdom and India.
    This press release contains various forward-looking statements and
information that are based on management's belief as well as assumptions made
by and information currently available to management.  When used in
this release, the words, "anticipate," "estimate," "project," "expect," and
similar expressions are intended to identify forward-looking statements.
Although the company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct.  Such statements are subject to
certain risks, uncertainties and assumptions.  Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated,
estimated, projected or expected.  Among the key factors that may have a
direct bearing on the company's operating results are fluctuations in the
economy, the degree and nature of competition, demand for the company's
services, and the company's ability to integrate the operations of acquired
businesses, to recruit and place temporary and IT professionals, to expand
into new markets, and to maintain profit margins in the face of pricing
pressures.  In addition, the information set forth under the captions "Risk
Factors" in the company's Registration Statement on Form S-3 (File No.
333-31509) and in the company's Form 10-K for the fiscal year ended December
31, 1996, describe certain additional risk and uncertainties that could cause
actual results to vary materially from the future results covered in such
forward-looking statements.


                       CORESTAFF, Inc. and Subsidiaries
               Summary Consolidated Financial Data (Unaudited)
                   (In thousands, except per share amounts)

                                                   Historical
                                   Three Months Ended      Nine Months Ended
                                      September 30,          September 30,
                                    1997       1996        1997        1996

    Statement of
    Operations Data:

    Revenues from
    services:

    IT Services                   $144,363    $72,319    $373,719    $168,926
    Staffing Services              124,158     88,976     353,101     225,593
    Other                               --      1,489          --       6,310
    Total                          268,521    163,284     726,820     400,829

    Gross profit:
    IT Services                     42,629     20,836     106,407      48,518
    Staffing Services               25,471     18,350      71,721      47,919
    Other                               --        499          --       1,568
    Total                           68,100     39,685     178,128      98,005

    Selling, general and
     administrative expenses        46,236     27,504     122,615      68,499
    Depreciation
     and amortization                3,368      1,949       9,019       5,088
    Operating income                18,496     10,232      46,494      24,418
    Interest (expense) and other    (3,781)      (437)     (9,085)     (3,061)
    Income before income taxes      14,715      9,795      37,409      21,357
    Provision for income taxes       6,181      4,126      15,713       8,981
    Net income                      $8,534     $5,669     $21,696     $12,376
    Earnings per share               $0.26      $0.18       $0.67       $0.42

    Number of shares used to
     calculate earnings per
     share                          32,779     32,340      32,558      29,643


                                                   Pro Forma (a)
                                  Three Months Ended      Nine Months Ended
                                     September 30,          September 30,

                                    1997      1996         1997        1996


    Statement of
    Operations Data:

    Revenues from services:

    IT Services                   $145,989   $108,991    $404,720    $295,449
    Staffing Services              124,158    107,221     353,101     291,980
    Other                               --         --          --          --
    Total                          270,147    216,212     757,821     587,429
    Gross profit:
    IT Services                     43,139     33,273     119,284      87,682
    Staffing Services               25,471     21,794      71,721      60,426
    Other                               --         --          --          --
    Total                           68,610     55,067     191,005     148,108

    Selling, general and
    administrative expenses         46,497     35,737     129,386      98,441
    Depreciation and
     amortization                    3,392      3,050       9,851       8,873
    Operating
     income                         18,721     16,280      51,768      40,794
    Interest (expense) and other    (3,848)    (3,714)    (10,872)    (14,106)
    Income before income taxes      14,873     12,566      40,896      26,688
    Provision for income taxes       6,247      5,279      17,176      11,210
    Net income                      $8,626     $7,287     $23,720     $15,478
    Earnings per share               $0.26      $0.23       $0.73       $0.52

    Number of shares used to
     calculate earnings per
     share                          32,779     32,340      32,558      29,643

                                          September 30,  December 31,
                                                1997       1996

    Balance Sheet Data:

    Cash and cash equivalents                 $10,753     $6,521
    Working capital                           149,763     94,315
    Long-term debt, net
     of current maturities                    226,383    107,839
    Stockholders' equity                      254,974    230,917
    Total assets                              551,967    396,397

    (a)  Pro forma data assume all acquisitions and the sale of the physical
    therapy staffing business were consummated as of the beginning of the
    periods presented.


SOURCE CORESTAFF, Inc.




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CONTACT:
Austin P. Young, EVP, or Edward L. Pierce,
CFO, both of CORESTAFF, 713-548-3400; Marilyn Windsor, General
Inquiries, 312-640-6692, Janine Warell, Analyst Inquiries,
312-640-6775, or Darcy Bretz, Media Inquiries, 312-640-6756, all
of The Financial Relations Board