COMFORCE Corporation Announces Fourth Quarter 2008 and Full Year Results

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Tue Mar 24, 2009 8:30am EDT

- Company reports record sales for fourth quarter and full year 2008

- Record full year income from continuing operations before income taxes

- Interest expense declines $879,000 for quarter and $3.3 million for full
year

WOODBURY, N.Y., March 24 /PRNewswire-FirstCall/ -- COMFORCE Corporation (NYSE
Amex: CFS), a leading provider of outsourced staffing management services,
specialty staffing and consulting services, today reported results for the
fourth quarter ended December 28, 2008.

Revenues for the quarter rose 6.6% to $154.2 million, compared to $144.7
million for the fourth quarter of last year.  The increase in revenues was
primarily due to the continued growth at the Company's Human Capital
Management segment, consisting of PRO(R) Unlimited, where revenues increased
$9.7 million or 10.9% over the fourth quarter of 2007.  In addition, PRO
reported gross profit for the quarter of $13.7 million, compared to $12.1
million for the fourth quarter of 2007. Staff Augmentation revenues increased
by $191,000 due primarily to an increase in services provided to Information
Technology customers which was partially offset by a decrease in services
provided to Technical Services customers.

COMFORCE's gross profit for the fourth quarter of 2008 was $24.7 million, or
16.0% of sales, compared to $24.0 million, or 16.6% of sales in the fourth
quarter of 2007.

Operating income for the fourth quarter was $4.6 million, compared to
operating income of $4.0 million in the fourth quarter of 2007.

Interest expense was $869,000 in the fourth quarter of 2008, compared to $1.7
million in the prior year's fourth quarter.  This decrease was primarily due
to the Company's retirement and redemption of $22.9 million of 12% Senior
Notes since the beginning of 2007, including the final redemption of $5.2
million principal amount of Senior Notes in August 2008.

Other expense, net, for the fourth quarter of 2008 of $442,000 principally
consists of losses on foreign currency exchanges, as compared to other
expense, net, for the fourth quarter of 2007 of $59,000 also, principally
consisting of losses on foreign currency exchanges.

Income from continuing operations before income taxes was $3.3 million for the
fourth quarter of 2008, compared to $2.2 million for the same period last
year.

The Company recorded a tax provision of $1.4 million in the fourth quarter of
2008, compared to a tax provision of $977,000 in the fourth quarter of 2007.

Net income for the fourth quarter was $1.9 million, or $0.10 per basic and
$0.06 per diluted share, compared to net income of $2.2 million, including
$1.0 million from discontinued operations, or $0.11 per basic share and $0.07
per diluted share for the fourth quarter of 2007.

Full Year Results

COMFORCE reported revenues of $606.6 million for the fiscal year ended
December 28, 2008, compared to revenues of $586.7 million for the fiscal year
ended December 30, 2007, an increase of 3.4%.   The Company's revenues for the
full year continued to be favorably impacted by the performance of PRO
Unlimited, where revenues increased $25.8 million or 7.1%. PRO recorded gross
profit of $51.7 million for the full year of 2008, compared to $47.9 million
for the full year of 2007.

The Company's gross profit for fiscal year 2008 was $96.4 million, or 15.9% of
revenues, compared to $92.6 million, or 15.8% of revenues for fiscal year
2007.

Operating income for the year was $16.2 million, compared to operating income
of $15.8 million for 2007.

Interest expense for fiscal 2008 was $4.4 million, compared to $7.7 million
for the prior year period, principally due to the repurchase and redemption of
the 12% Senior Notes mentioned above.

Other expense, net, for full year 2008 of $1.1 million, principally consists
of losses on foreign currency exchanges, as compared to other income of
$644,000, principally consisting of gains on foreign currency exchanges for
the same period in 2007.

COMFORCE reported income from continuing operations before income taxes for
fiscal 2008 of $10.4 million, compared to $8.3 million for fiscal 2007.  The
Company recorded a tax provision of $4.5 million in fiscal 2008, compared to a
tax provision of $3.3 million for the same period last year.

The Company reported net income of $5.9 million, or $0.28 per basic share and
$0.18 per diluted share for fiscal 2008, compared to net income of $6.0
million, including $1.0 million from discontinued operations, or $0.29 per
basic share and $0.19 per diluted share for fiscal 2007.

Comments from Management

John Fanning, Chairman and Chief Executive Officer of COMFORCE commented, "We
are most pleased with our performance for the quarter and full year,
especially given the increasing severity of the current economic environment
over the course of the year. PRO Unlimited continued to be a major factor in
our growth primarily due to the increase in services provided to new
customers.  We also remain enthusiastic about our Healthcare Support division
which includes RightSourcing(R).  Revenues in this segment increased 10.7% for
the full year.

"Over the past decade we have seen a trend for companies to rely increasingly
on providers of human capital management, such as those provided by PRO and
RightSourcing and believe they continue to represent excellent growth
potential."

Mr. Fanning concluded, "I am sure most of us will agree that there is
virtually no visibility as to when we might begin to see an improving economy.
We, like most other companies in the U.S. and worldwide, are experiencing to
various degrees the spreading effects of this environment, and we are not
immune to the distress in the labor markets.  As a conservatively managed
company, we have taken and continue to take steps to position COMFORCE to
withstand bad times and prosper in good times, including the extinguishment of
our public debt, the containment of costs and the focus of our business on
areas we believe will continue to grow and be in demand, such as PRO Unlimited
and RightSourcing.


COMFORCE Corporation will hold an investor conference call to discuss the
Company's financial and operational results at 2:00 p.m. Eastern Time on March
24, 2009.  Investors will have the opportunity to listen to the conference
call through the Internet at www.fulldisclosure.com.  To listen to the live
call, please go to the web site at least 15 minutes before the start of the
call.  For those who cannot listen to the live broadcast, a replay will be
available beginning approximately one hour after the call and continuing for
90 days at the above web site. We expressly disclaim any responsibility for
updating the information in the broadcast during the period it remains
available for replay.

About COMFORCE  

COMFORCE Corporation is a leading provider of outsourced staffing management
services that enable Fortune 1000 companies and other large employers to
consolidate, automate and manage staffing, compliance and oversight processes
for their contingent workforces.  We also provide specialty staffing,
consulting and other outsourcing services to Fortune 1000 companies and other
large employers for their healthcare support, technical and engineering,
information technology, telecommunications and other staffing needs.  We
operate in three segments -- Human Capital Management Services, Staff
Augmentation and Financial Outsourcing Services.  The Human Capital Management
Services segment provides consulting services for managing the contingent
workforce through its PRO Unlimited subsidiary.  The Staff Augmentation
segment provides Healthcare Support Services, including RightSourcing Vendor
Management Services, Technical, Information Technology and Other Staffing
Services.  The Financial Outsourcing Services segment provides funding and
back office support services to independent consulting and staffing companies.

To view the Company's web page visit www.comforce.com.

We have made statements in this release, including the comments from
management that are forward-looking statements such as projections of our
future financial performance, our anticipated growth strategies and
anticipated trends in our business and industry. These statements are only
predictions based on our current expectations and projections about future
events.  Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee our future results,
particularly in light of the current global economic crisis that has been
marked by dramatic and rapid shifts in market conditions and government
responses, nor will we undertake any obligation to update any of these
statements.  Factors which may cause our actual results to differ materially
from those expressed or implied by the forward-looking statements include the
following:

    --  unfavorable global, national or local economic conditions that cause
our
        customers to defer hiring contingent workers or reduce spending on the
        human capital management services and staffing that we provide;
    --  the current banking crisis has created a tightening of the credit
        markets coupled with increasing interest rates, which, if these
        conditions persist or deteriorate, could significantly increase our
        interest expense and make it more difficult and costly for us to
        refinance or extend our credit facility at its maturity in July 2010;
    --  significant increases in the effective rates of any payroll-related
        costs that we are unable to pass on to our customers;
    --  increases in the costs of complying with the complex federal, state
and
        foreign laws and regulations under which we operate, or our inability
to
        comply with these laws and regulations;
    --  our inability to collect fees due to the bankruptcy of our customers,
        including the amount of any wages we have paid to our employees for
work
        performed for these customers;
    --  our inability to keep pace with rapid changes in technology in our
        industry;
    --  in that we place our employees in other workplaces, losses incurred by
        reason of our employees' misuse of customer proprietary
        information, misappropriation of funds, discrimination, harassment,
        theft of property, accidents, torts or other claims;
    --  our inability to successfully develop new services or enhance our
        existing services as the markets in which we compete grow more
        competitive;
    --  unfavorable developments in our business may result in the necessity
of
        writing off goodwill in future periods;
    --  as a result of covenants and restrictions in the documents governing
our
        bank credit facility, or any future debt instruments, our inability to
        use available cash in the manner management believes will maximize
        shareholder value;
    --  unfavorable press or analysts' reports concerning our industry or
        our company could negatively affect the perception investors have of
our
        company and our prospects; or
    --  any of the other factors described under "Risk Factors" in
        Item 1A of the Company's annual report on Form 10-K for the year
        ended December 30, 2007 and our quarterly report on Form 10-Q for the
        quarter ended September 28, 2008 (copies of which may be accessed
        through www.sec.gov or www.comforce.com).




- Financial Tables Follow -




                         COMFORCE CORPORATION AND SUBSIDIARIES

                       Condensed Consolidated Statements of Income
                        (in thousands, except per share amounts)

                            Three Months Ended          Twelve Months Ended
                        December 28,  December 30,  December 28,  December 30,
                            2008          2007          2008          2007
                        ------------  ------------  ------------  ------------
    Net sales of
     services             $154,235      $144,719      $606,636      $586,685
                          --------      --------      --------      --------

    Costs and expenses:
      Cost of services     129,537       120,705       510,188       494,104
      Selling, general
       and
       administrative
       expenses             19,151        19,214        77,129        74,012
      Depreciation and
       amortization            919           785         3,156         2,803
                          --------      --------      --------      --------

        Total costs and
         expenses          149,607       140,704       590,473       570,919
                          --------      --------      --------      --------

    Operating income         4,628         4,015        16,163        15,766
                          --------      --------      --------      --------

    Other (expense) income:
      Interest expense        (869)       (1,748)       (4,400)       (7,669)
      Loss on debt
       extinguishment            -           (19)         (278)         (443)
      Other (expense)
       income, net            (442)          (59)       (1,064)          644
                          --------      --------      --------      --------
                            (1,311)       (1,826)       (5,742)       (7,468)

    Income from continuing
     operations before
     income taxes            3,317         2,189        10,421         8,298
    Provision for income
     taxes                   1,369           977         4,535         3,309
                          --------      --------      --------      --------

        Income from
         continuing
         operations          1,948         1,212         5,886         4,989
                          --------      --------      --------      --------

      Income from
       discontinued
       operations, net           -         1,000             -         1,000

                          --------      --------      --------      --------
        Net income          $1,948        $2,212        $5,886        $5,989
                          --------      --------      --------      --------

    Dividends on preferred
     stock                     251           251         1,005         1,005
                          --------      --------      --------      --------

        Net income
         available to
         common
         stockholders       $1,697        $1,961        $4,881        $4,984
                          ========      ========      ========      ========

    Basic income per
     common share:

      Income from
       continuing
       operations            $0.10         $0.06         $0.28         $0.23
      Income from
       discontinued
       operations                -          0.05             -          0.06
                          --------      --------      --------      --------
    Basic income per
     common share            $0.10         $0.11         $0.28         $0.29
                          ========      ========      ========      ========

    Diluted income per
     common share:

      Income from
       continuing
       operations            $0.06         $0.04         $0.18         $0.16
      Income from
       discontinued
       operations                -          0.03             -          0.03
                          --------      --------      --------      --------
    Diluted income per
     common share            $0.06         $0.07         $0.18         $0.19
                          ========      ========      ========      ========

    Weighted average
     common shares
     outstanding, basic     17,388        17,388        17,388        17,385
                          ========      ========      ========      ========
    Weighted average
     common shares
     outstanding, diluted   33,147        32,433        32,580        31,870
                          ========      ========      ========      ========



                  COMFORCE CORPORATION AND SUBSIDIARIES

                       Consolidated Balance Sheets
                    December 28, 2008 and December 30, 2007
            (in thousands, except share and per share amounts)

                                             December 28,  December 30,
                    Assets                       2008          2007
                                             ------------  ------------

    Current assets:
      Cash and cash equivalents                 $6,137         6,654
      Accounts receivable, less
       allowance of $92 in 2008 and
       $129 in 2007                            140,763       118,163
      Funding and service fees receivable,
       less allowance of $20 in 2008
       and $44 in 2007                           8,941        13,101
      Prepaid expenses and other
       current assets                            3,014         4,408
      Deferred income taxes, net                   353           388
                                                   ---           ---
          Total current assets                 159,208       142,714

    Deferred income taxes, net                       -           164
    Property and equipment, net                 10,057         7,723
    Deferred financing costs, net                  213           480
    Goodwill                                    32,073        32,073
    Other assets, net                              185           230
                                                   ---           ---

          Total assets                        $201,736       183,384
                                              ========       =======

        Liabilities and Stockholders' Deficit

    Current liabilities:
      Accounts payable                          $2,675         2,376
      Short-term debt (related party)            1,778             -
      Accrued expenses                         131,441       105,825
                                               -------       -------
          Total current liabilities            135,894       108,201

    Long-term debt (including related
     party debt of $1,644 in 2007)              68,200        83,858
    Deferred income taxes, net                   1,074             -
    Other liabilities                              401           828
                                                   ---           ---

          Total liabilities                    205,569       192,887
                                               -------       -------

    Commitments and contingencies

    Stockholders' deficit:
      Common stock, $.01 par value;
       100,000,000 shares
       authorized, 17,387,560 and 17,387,553
       shares issued and outstanding in
       2008 and 2007, respectively                 174           174
      Convertible preferred stock,
       $.01 par value:
        Series 2003A, 6,500 shares
         authorized, 6,148 shares
         issued and outstanding
         at December 28, 2008
         and December 30, 2007,
         with an aggregate
         liquidation preference
         of $8,850 at December 28, 2008
         and $8,389 at December 30, 2007         4,304         4,304
        Series 2003B, 3,500 shares
         authorized, 513 shares
         issued and outstanding
         at December 28, 2008
         and December 30, 2007,
         with an aggregate
         liquidation preference
         of $714 at December 28, 2008
         and $676 at December 30, 2007             513           513
        Series 2004A, 15,000 shares
         authorized, 6,737 shares
         issued and outstanding
         at December 28, 2008
         and December 30, 2007,
         with an aggregate
         liquidation preference
         of $8,790 at December 28, 2008
         and $8,284 at December 30, 2007        10,264        10,264
      Additional paid-in capital                48,406        48,356
      Accumulated other
       comprehensive loss                         (522)         (256)
      Accumulated deficit                      (66,972)      (72,858)
                                               -------       -------

          Total stockholders' deficit           (3,833)       (9,503)
                                                ------        ------

          Total liabilities and
           stockholders' deficit              $201,736       183,384
                                              ========       =======




SOURCE  COMFORCE Corporation

Bob Ende, Senior Vice President - Finance of COMFORCE Corporation,
+1-516-437-3300, bende@comforce.com; or General Info, Marilynn Meek,
+1-212-827-3773, or Investors, Scott Eckstein, +1-212-827- 3776, both of
Financial Relations Board, for COMFORCE Corporation
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