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CORESTAFF, Inc.'s 1997 Revenues Exceed $1 Billion; IT Services Drive Revenues and Earnings Growth

    HIGHLIGHTS:

    *  Revenues for 1997 exceeded $1 billion, up 69% over 1996
    *  Income before restructuring charge for the quarter increased 82% to
       $9.1 million ($0.28 per share) and for the year increased 77% to $30.8
       million ($0.95 per share)
    *  Previously announced restructuring and impairment charge totaled $7.0
       million, or $0.13 per share
    *  Higher-margin, higher-growth IT Services accounted for 66% of total
       operating income
    *  Four businesses acquired in METAMOR Solutions and two businesses in
       COMSYS IT Services since September 30, 1997

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

                                Three Months Ended          Year Ended
                                    December 31,            December 31,
                                 1997        1996         1997        1996
    Revenues                  $281,239    $195,272    $1,008,059    $596,101
    Gross profit               $72,213     $46,591      $250,341    $144,596
    Operating income before
      restructuring charge     $19,504     $12,307       $65,998     $36,725
    Income before restructuring
      charge                    $9,145      $4,078       $30,842     $17,394
    After-tax restructuring
      charge                    $4,039         $--        $4,039         $--
    Net income                  $5,106      $4,078       $26,803     $16,454
    Earnings per common share
      (diluted):
       Income before
         restructuring
         charge                  $0.28       $0.12         $0.95       $0.54
       Net income                $0.15       $0.12         $0.82       $0.54

    HOUSTON, Feb. 10 /PRNewswire/ -- CORESTAFF, Inc. (Nasdaq: CSTF), one of
the largest national providers of information technology (IT) and staffing
services, today announced record results for the quarter and year ended
December 31, 1997.  Excluding a previously announced restructuring charge, net
income was $9.1 million, or $0.28 per share, for the fourth quarter and $30.8
million, or $0.95 per share, for the full year.  As previously announced, the
company took a $7.0 million pretax restructuring and impairment charge ($4.0
million after tax, or $0.13 per share) in the fourth quarter in connection
with the planned deployment of a new integrated information system in 1998.
    Revenues in the quarter increased 44 percent to $281.2 million, up from
$195.3 million in the fourth quarter of 1996, and gross margin for the quarter
was 25.7 percent compared with 23.9 percent last year.  The expansion in gross
margin reflects the shift in business mix toward higher-growth, higher-margin
IT services.  The IT Services Group accounted for 56 percent and 65 percent of
CORESTAFF's consolidated revenues and gross profit, respectively, up from 46
percent and 52 percent, respectively, in the fourth quarter of 1996.
    Operating income before the restructuring charge increased 58 percent to
$19.5 million, up from $12.3 million in 1996.  The operating margin for the
current quarter was 6.9 percent compared with 6.3 percent for the fourth
quarter of 1996.  The higher operating margin reflected the favorable business
mix shift, partially offset by personnel additions and investments in
infrastructure to grow and support the IT Services Group.
    In the fourth quarter, the company recorded a pretax charge of $7.0
million, or $0.13 per share after tax, related to the deployment of a new
integrated front and back office information system.  The deployment is
expected to begin in the second quarter of 1998 and the system should be fully
operational across the company's branch network by early 1999.

    Pro Forma Results Confirm Robust Internal Growth.  Pro forma revenues for
the current quarter were $284.1 million, up 20 percent from $237.0 million in
the fourth quarter of 1996.  Excluding the restructuring charge, pro forma
income rose 66 percent to $9.2 million, or $0.28 per share, compared with pro
forma net income of $5.5 million, or $0.17 per share, in 1996.  Pro forma
revenues for the full-year 1997 were $1.1 billion, up 26 percent from $834.2
million in 1996.  Excluding the restructuring charge, pro forma net income
increased 60 percent to $33.3 million, or $1.02 per share, compared with pro
forma net income of $20.7 million, or $0.68 per share, in 1996.
    Commenting on the results, Michael T. Willis, president and chief
executive officer, said, "This quarter we reached an important milestone in
the company's history -- revenues exceeded $1 billion in 1997.  This is a
significant accomplishment for a company formed just four and a half years
ago.
    "Operating results showed impressive growth in both the fourth quarter and
full-year 1997.  These results make positive statements about our strategy of
executing selective acquisitions while focusing on driving internal growth,"
Willis continued.
    "Twelve of our last 13 acquisitions have been in the IT Services area --
seven in the solutions area.  This strategy of acquiring higher-margin,
higher-growth IT companies is reflected in revenue, earnings and margin
improvements at CORESTAFF.  We expect to continue this focus on IT services in
1998," Willis said.
    "During 1997, we invested heavily in infrastructure to support the
company's current and future growth," Willis noted.  "Implementation of an
integrated information system is proceeding according to plan.  We also made
significant investments in technical practices in the IT Services Group, in
the Productivity Solutions unit of the Staffing Services Group and in
enhancing our international recruiting capabilities.  We recruited a number of
high-level executives and other senior managers to our METAMOR Solutions unit
to support the current and expected high rate of growth.  We believe the
personnel additions and the improvements in systems and infrastructure will
allow us to effectively grow and manage the company in the future."

    IT Services Group Accounted for 66 Percent of 1997 Operating Income.
Revenues and gross profit for the quarter were up 75 percent and 95 percent,
respectively, over the fourth quarter of 1996.  Gross margin for the current
quarter increased to 30.0 percent from 26.9 percent in the fourth quarter of
1996, primarily due to the growth of METAMOR Solutions, the Group's IT
Solutions unit, which has higher internal growth rates and margins than
COMSYS, the Group's IT staff augmentation unit.  METAMOR Solutions, which was
formed in March 1997, accounted for approximately 15 percent of the Group's
fourth-quarter revenues and 24 percent of its gross profit.
    Pro forma revenues and gross profit for the quarter increased 33 percent
and 37 percent, respectively, from the fourth quarter of 1996.  These
improvements reflect the continued strong demand for the company's IT
services.  Pro forma gross margin for the quarter was 30.0 percent, up from
29.1 percent in the fourth quarter of 1996.  This improvement was primarily
due to the higher internal growth rate of the higher-margin METAMOR Solutions
unit.  METAMOR's internal growth rate for the quarter exceeded 60 percent
compared with the 28 percent internal growth rate for COMSYS.

    Staffing Services Group Continues to Grow.  Revenues and gross profit for
the fourth quarter were up 20 percent and 15 percent, respectively, over the
fourth quarter of 1996.  Gross margin for the quarter was 20.2 percent,
compared with 21.2 percent for the fourth quarter of 1996.  The lower gross
margin primarily related to a lower-margin business that was acquired in
January 1997.  The Group's pro forma growth rate was 17 percent for the year
and 7 percent for the quarter.  The growth rate for the fourth quarter was
effected by lower sales to certain large light industrial accounts.

    Acquisition Program Focuses on IT Services.  Since September 30, 1997, the
company has acquired six IT services businesses, four businesses in METAMOR
Solutions and two in COMSYS.  Since January 1, 1997, the company has acquired
13 businesses having combined annual revenues in excess of $150 million at the
time of acquisition.  Seven of the acquisitions were in METAMOR Solutions and
all but one were IT Services businesses.
    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."
    Established in 1993, CORESTAFF, Inc. is one of the largest national
providers of information technology (IT) services and staffing through its two
business groups:  the IT Services Group, which is comprised of COMSYS
Information Technology Services and METAMOR Solutions, and the Staffing
Services Group, which operates under the name CORESTAFF Services.  The
company, with revenues of more than $1.0 billion, operates 159 offices across
the United States, in India, the United Kingdom and Latin America.
    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. can be reached on the Internet at http://www.corestaff.com.


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

                                                  Historical
                                 Three Months Ended        Year Ended
                                    December 31,           December 31,
                                  1997       1996        1997       1996
                                   (unaudited)        (unaudited)
    Statement of Operations Data:
    Revenues from services:
      IT Services               $156,645    $89,655    $530,364    $258,581
      Staffing Services          124,594    103,549     477,695     329,142
      Other                           --      2,068          --       8,378
        Total                    281,239    195,272   1,008,059     596,101
    Gross profit:
      IT Services                 47,001     24,151     153,408      72,669
    Staffing Services             25,212     21,909      96,933      69,828
      Other                           --        531          --       2,099
        Total                     72,213     46,591     250,341     144,596
    Selling, general and
      administrative expenses     49,255     31,850     171,870     100,349
    Restructuring and impairment
      charge                       6,965         --       6,965          --
    Depreciation and amortization  3,454      2,434      12,473       7,522
    Operating income              12,539     12,307      59,033      36,725
    Interest (expense) and other  (3,736)    (2,661)    (12,821)     (5,722)
    Income before income taxes     8,803      9,646      46,212      31,003
    Provision for income taxes     3,697      4,628      19,409      13,609
    Income before extraordinary
      loss                         5,106      5,018      26,803      17,394
    Extraordinary loss                --       (940)         --        (940)
    Net income                    $5,106     $4,078     $26,803     $16,454
    Earnings per share (B):
      Basic                        $0.15      $0.12       $0.83       $0.55
      Diluted                      $0.15      $0.12       $0.82       $0.54
    Number of shares used to
      calculate EPS:
      Basic                       32,246     31,925      32,104      29,853
      Diluted                     32,768     32,436      32,608      30,365

                                         Pro Forma (Unaudited) (A)
                                 Three Months Ended          Year Ended
                                     December 31,            December 31,
                                  1997        1996        1997        1996
    Statement of Operations Data:
    Revenues from services:
      IT Services               $159,493    $119,974    $576,945    $425,257
      Staffing Services          124,594     116,977     477,695     408,957
      Other                           --          --          --          --
        Total                    284,087     236,951   1,054,640     834,214
    Gross profit:
      IT Services                 47,864      34,944     171,027     125,647
      Staffing Services           25,212      23,985      96,933      84,411
      Other                           --          --          --          --
        Total                     73,076      58,929     267,960     210,058
    Selling, general and
      administrative expenses     49,758      38,308     181,186     138,737
    Restructuring and impairment
      charge                       6,965          --       6,965          --
    Depreciation and amortization  3,535       3,350      13,765      12,571
    Operating income              12,818      17,271      66,044      58,750
    Interest (expense) and other  (3,935)     (5,071)    (15,615)    (20,351)
    Income before income taxes     8,883      12,200      50,429      38,399
    Provision for income taxes     3,731       5,711      21,180      16,714
    Income before extraordinary
      loss                         5,152       6,489      29,249      21,685
    Extraordinary loss                --        (940)         --        (940)
    Net income                    $5,152      $5,549     $29,249     $20,745
    Earnings per share (B):
      Basic                        $0.16       $0.17       $0.91       $0.69
      Diluted                      $0.16       $0.17       $0.90       $0.68
    Number of shares used to
      calculate EPS:
      Basic                       32,246      31,925      32,104      29,853
      Diluted                     32,768      32,436      32,608      30,365

                                    December 31,
                                 1997        1996
    Balance Sheet Data:
    Cash and cash equivalents  $13,374      $6,521
    Working capital            146,770      94,315
    Long-term debt, net of
      current maturities       246,883     107,839
    Stockholders' equity       260,937     230,917
    Total assets               581,371     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.
    (B)  EPS for the 1996 periods are after the effects of the extraordinary
         loss of $0.03 per share.


SOURCE CORESTAFF, Inc.




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Related links:
  • http://www.corestaff.com CONTACT:
    Austin P. Young, EVP or Edward L. Pierce,
    CFO, of CORESTAFF, 713-548-3400; or 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