##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended October 1, 2006.
 OR
 o
    
    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
(State or other jurisdiction of 
incorporation or organization)
    
    56-1930691
(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)
 
 þ o
  o þ o
 o þ




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##### Table of Contents



TABLE OF CONTENTS
 PagePART I-FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    3Consolidated Statements of Operations  Three Months and Nine Months Ended October 1, 2006
and October 2, 2005
    
    3Consolidated Balance Sheets  October 1, 2006 and January 1, 2006
    
    4Consolidated Statements of Cash Flows  Nine Months Ended October 1, 2006 and October 2, 2005
    
    5Notes to Consolidated Financial Statements
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    26Item 4. Controls and Procedures
    
    27PART II-OTHER INFORMATIONItem 1. Legal Proceedings
    
    28Item 1A. Risk Factors
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    28Item 3. Defaults Upon Senior Securities
    
    28Item 4. Submission of Matters to a Vote of Securities Holders
    
    28Item 5. Other Information
    
    28Item 6. Exhibits
    
    28Signatures
    
    31Index to Exhibits
    
    32EX-31.1EX-31.2EX-32
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PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 For the Three Months and Nine Months Ended October 1, 2006 and October 2, 2005
 (In thousands, except per share data)
 (Unaudited)
 Three months ended
    
    
    Nine months endedOctober 1,
    
    
    October 2
    
    
    October 1,
    
    
    October 22006
    
    
    2005
    
    
    2006
    
    
    2005Revenue from services
    
    $
    185,734
    
    
    $
    163,199
    
    
    $
    551,935
    
    
    $
    490,337Cost of services
    
    
    139,991
    
    
    
    123,286
    
    
    
    418,247
    
    
    
    375,299Gross profit
    
    
    45,743
    
    
    
    39,913
    
    
    
    133,688
    
    
    
    115,038Operating expenses:Selling, general and administrative
    
    
    33,074
    
    
    
    30,337
    
    
    
    101,595
    
    
    
    87,810Restructuring and integration costs
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    4,780Depreciation and amortization
    
    
    2,198
    
    
    
    1,870
    
    
    
    6,537
    
    
    
    6,856Total operating expenses
    
    
    35,272
    
    
    
    33,135
    
    
    
    108,132
    
    
    
    99,446Operating income
    
    
    10,471
    
    
    
    6,778
    
    
    
    25,556
    
    
    
    15,592Interest expense, net
    
    
    4,851
    
    
    
    4,402
    
    
    
    12,381
    
    
    
    12,776Loss on early extinguishment of debt
    
    
    2,468
    
    
    
    
    
    
    
    2,468
    
    
    
    Other (income) expense, net
    
    
    22
    
    
    
    (71
    )
    
    
    (272
    )
    
    
    (154
    )Income before income taxes
    
    
    3,130
    
    
    
    2,447
    
    
    
    10,979
    
    
    
    2,970Income tax expense (benefit)
    
    
    274
    
    
    
    
    
    
    
    (4,918
    )
    
    
    Net income
    
    $
    2,856
    
    
    $
    2,447
    
    
    $
    15,897
    
    
    $
    2,970Basic earnings per common share
    
    $
    0.15
    
    
    $
    0.16
    
    
    $
    0.84
    
    
    $
    0.19Diluted earnings per common share
    
    $
    0.15
    
    
    $
    0.15
    
    
    $
    0.84
    
    
    $
    0.19Weighted average common shares outstanding:Basic
    
    
    18,698
    
    
    
    15,505
    
    
    
    18,604
    
    
    
    15,418Diluted
    
    
    19,299
    
    
    
    15,933
    
    
    
    19,026
    
    
    
    15,684
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
 At October 1, 2006 and January 1, 2006
 (In thousands, except per share data)
 October 1,
    
    
    January 1,2006
    
    
    2006(Unaudited)AssetsCurrent assets:Cash
    
    $
    2,998
    
    
    $
    3,099Accounts receivable, net of allowance of $3,456 and $4,427, respectively
    
    
    211,374
    
    
    
    170,321Prepaid expenses and other
    
    
    4,144
    
    
    
    3,729Total current assets
    
    
    218,516
    
    
    
    177,149Fixed assets, net
    
    
    12,488
    
    
    
    14,976Goodwill
    
    
    152,428
    
    
    
    154,322Intangible assets, net
    
    
    9,662
    
    
    
    11,262Deferred financing costs, net
    
    
    3,227
    
    
    
    4,655Restricted cash
    
    
    2,783
    
    
    
    2,939Other assets
    
    
    865
    
    
    
    1,618Total assets
    
    $
    399,969
    
    
    $
    366,921Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    136,277
    
    
    $
    108,432Payroll and related taxes
    
    
    27,957
    
    
    
    22,600Current maturities of long-term debt
    
    
    3,750
    
    
    
    5,000Interest payable
    
    
    502
    
    
    
    933Other
    
    
    14,057
    
    
    
    15,667Total current liabilities
    
    
    182,543
    
    
    
    152,632Long-term debt
    
    
    121,354
    
    
    
    137,273Other noncurrent liabilities
    
    
    5,162
    
    
    
    5,920Total liabilities
    
    
    309,059
    
    
    
    295,825Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 95,000 shares authorized; 19,155 and
18,738 shares outstanding at October 1, 2006 and January 1, 2006,
respectively
    
    
    191
    
    
    
    187Common stock warrants
    
    
    1,734
    
    
    
    2,815Deferred stock compensation
    
    
    
    
    
    
    (1,749
    )Accumulated other comprehensive loss
    
    
    5
    
    
    
    (65
    )Additional paid-in capital
    
    
    205,168
    
    
    
    201,993Accumulated deficit
    
    
    (116,188
    )
    
    
    (132,085
    )Total stockholders equity
    
    
    90,910
    
    
    
    71,096Total liabilities and stockholders equity
    
    $
    399,969
    
    
    $
    366,921
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 For the Nine Months Ended October 1, 2006 and October 2, 2005
 (In thousands)
 (Unaudited)
 Nine months endedOctober 1,
    
    
    October 2,2006
    
    
    2005Cash flows from operating activitiesNet income
    
    $
    15,897
    
    
    $
    2,970Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    6,537
    
    
    
    6,856Provision for doubtful accounts
    
    
    1,597
    
    
    
    1,593Stock based compensation
    
    
    2,579
    
    
    
    1,313Write-off of deferred financing costs
    
    
    1,083
    
    
    
    Amortization of deferred financing costs
    
    
    821
    
    
    
    831Noncash interest expense, net
    
    
    
    
    
    
    2,516Decrease in fair value of derivative instruments
    
    
    (105
    )
    
    
    Other noncash gains, net
    
    
    (78
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (42,479
    )
    
    
    (31,328
    )Prepaid expenses and other
    
    
    1,370
    
    
    
    3,905Accounts payable
    
    
    27,694
    
    
    
    22,681Payroll and related taxes
    
    
    4,874
    
    
    
    (5,340
    )Other
    
    
    112
    
    
    
    (2,675
    )Net cash provided by operating activities
    
    
    19,902
    
    
    
    3,322Cash flows from investing activitiesCapital expenditures
    
    
    (2,479
    )
    
    
    (5,675
    )Cash paid for acquisitions
    
    
    (1,250
    )
    
    
    (1,096
    )Change in other noncurrent assets
    
    
    
    
    
    
    (59
    )Net cash used in investing activities
    
    
    (3,729
    )
    
    
    (6,830
    )Cash flows from financing activitiesBorrowings under revolving credit facility, net
    
    
    52,831
    
    
    
    9,879Proceeds from issuance of long-term debt
    
    
    7,944
    
    
    
    Repayments of long-term debt
    
    
    (77,944
    )
    
    
    (5,625
    )Exercise of stock options and warrants
    
    
    1,341
    
    
    
    493Cash paid for shelf registration costs
    
    
    (73
    )
    
    
    (53
    )Cash paid for financing costs
    
    
    (476
    )
    
    
    (153
    )Net cash provided by (used in) financing activities
    
    
    (16,377
    )
    
    
    4,541Effect of exchange rates on cash
    
    
    103
    
    
    
    (72
    )Net increase (decrease) in cash
    
    
    (101
    )
    
    
    961Cash, beginning of period
    
    
    3,099
    
    
    
    Cash, end of period
    
    $
    2,998
    
    
    $
    961Supplemental cash flow informationInterest paid
    
    $
    12,327
    
    
    $
    9,079Interest received
    
    
    662
    
    
    
    82Income taxes paid
    
    
    62
    
    
    
    Income tax refund
    
    
    5,799
    
    
    
    
 See notes to consolidated financial statements
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COMSYS IT Partners, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 1. General
      2. Stock Based Compensation
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation . Share-Based Payment
 6




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123(R)
  Three months ended
    
    
    Nine months endedOctober 2, 2005
    
    
    October 2, 2005(In thousands)Net income attributable to common stockholders as reported
    
    $
    2,447
    
    
    $
    2,970Add stock based compensation included in reported net income, net of tax effect
    
    
    437
    
    
    
    1,313Deduct stock based compensation determined under fair value based method for
all awards, net of tax effect
    
    
    (661
    )
    
    
    (1,997
    )Pro forma net income
    
    $
    2,223
    
    
    $
    2,286Basic net income per share, as reported
    
    $
    0.16
    
    
    $
    0.19Diluted net income per share, as reported
    
    $
    0.15
    
    
    $
    0.19Basic and diluted pro forma net income per share
    
    $
    0.14
    
    
    $
    0.15
     7




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WeightedAverageRemainingWeighted
    
    Contractual
    
    AggregateAverage Exercise
    
    Life
    
    Intrinsic ValueShares
    
    Price
    
    (in years)
    
    (in thousands)Balance at January 1, 2006
    
    
    980,836
    
    
    $
    10.60Granted
    
    
    256,000
    
    
    $
    11.07Exercised
    
    
    (91,206
    )
    
    $
    8.05Forfeited
    
    
    (30,297
    )
    
    $
    18.38Balance at October 1, 2006
    
    
    1,115,333
    
    
    $
    10.70
    
    
    
    7.9
    
    
    $
    8,681Exercisable at October 1, 2006
    
    
    732,162
    
    
    $
    10.96
    
    
    
    7.3
    
    
    $
    6,008Vested or expected to vest at October 1, 2006
    
    
    1,056,504
    
    
    $
    10.74
    
    
    
    7.8
    
    
    $
    8,266
  October 1,2006Expected life
    
    6 yearsRisk-free interest rate
    
    
    4.375
    %Expected volatility
    
    
    45
    %Dividend yield
    
    
    
     8




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WeightedAverageGrant DateShares
    
    Fair ValueNonvested balance at January 1, 2006
    
    
    312,410
    
    
    $
    11.20Granted
    
    
    573,659
    
    
    $
    10.36Vested
    
    
    (11,000
    )
    
    $
    13.99Forfeited
    
    
    (81,540
    )
    
    $
    11.42Nonvested balance at October 1, 2006
    
    
    793,529
    
    
    $
    10.53
    9




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3. Income Taxes
     4. Earnings Per Share
    Three months ended
    
    
    Nine months endedOctober 1,
    
    
    October 2,
    
    
    October 1,
    
    
    October 2,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands, except per share amounts)Net income attributable to common stockholders  basic
    
    $
    2,819
    
    
    $
    2,403
    
    
    $
    15,693
    
    
    $
    2,882Net income attributable to warrant holders
    
    
    37
    
    
    
    44
    
    
    
    204
    
    
    
    88Net income
attributable to common stockholders  diluted
    
    $
    2,856
    
    
    $
    2,447
    
    
    $
    15,897
    
    
    $
    2,970Weighted average common shares outstanding
    
    
    18,698
    
    
    
    15,505
    
    
    
    18,604
    
    
    
    15,418Add: dilutive stock options and warrants
    
    
    601
    
    
    
    428
    
    
    
    422
    
    
    
    266Diluted weighted average common shares outstanding
    
    
    19,299
    
    
    
    15,933
    
    
    
    19,026
    
    
    
    15,684Basic
earnings per common share
    
    $
    0.15
    
    
    $
    0.16
    
    
    $
    0.84
    
    
    $
    0.19Diluted earnings per common share
    
    $
    0.15
    
    
    $
    0.15
    
    
    $
    0.84
    
    
    $
    0.19
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5. Restructuring and Other Charges
 Recognition of Liabilities in Connection with a Purchase Business Combination,
   Employeeseverance
    
    
    Lease costs
    
    
    Total(In thousands)Balance, January 1, 2006
    
    $
    512
    
    
    $
    2,463
    
    
    $
    2,975Adjustments
    
    
    
    
    
    
    (626
    )
    
    
    (626
    )Cash payments
    
    
    (512
    )
    
    
    (630
    )
    
    
    (1,142
    )Balance, October 1, 2006
    
    $
    
    
    
    $
    1,207
    
    
    $
    1,207
  6. Long-Term Debt
  October 1,
    
    
    January 1,2006
    
    
    2006(In thousands)Debt outstanding under credit facilities:Senior credit facility  revolver
    
    $
    85,104
    
    
    $
    32,273Senior credit facility  senior term loan
    
    
    10,000
    
    
    
    10,000Second lien term loan
    
    
    30,000
    
    
    
    100,000125,104
    
    
    
    142,273Less current maturities
    
    
    3,750
    
    
    
    5,000Long-term obligations, excluding current maturities
    
    $
    121,354
    
    
    $
    137,273
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12




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7. Commitments and Contingencies
     8. Executive Officer Resignations
  13




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9. Comprehensive Income
  Three months ended
    
    
    Nine months endedOctober 1,
    
    
    October 2
    
    
    October,
    
    
    October 22006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Net income
    
    $
    2,856
    
    
    $
    2,447
    
    
    $
    15,897
    
    
    $
    2,970Foreign currency translation adjustments
    
    
    2
    
    
    
    (204
    )
    
    
    70
    
    
    
    (50
    )Net unrealized gain on change in fair values of derivative instruments
    
    
    
    
    
    
    320
    
    
    
    
    
    
    
    324Total comprehensive income
    
    $
    2,858
    
    
    $
    2,563
    
    
    $
    15,967
    
    
    $
    3,244
 10. Recently Issued Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
109,
 Fair
Value Measurements
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with the unaudited
consolidated financial statements and related notes appearing elsewhere in this report, as well as
other reports we file with the Securities and Exchange Commission. 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 Cautionary Note Regarding Forward-Looking Statements included elsewhere in this
report and in the section entitled Risk Factors included in our Annual Report on Form 10-K for
the fiscal year ended January 1, 2006.
 Introduction
  Overview
   
    
    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.
  The Merger
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
    
    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 the back
office operations for COMSYS, including payroll, billing, accounts payable, collections and
financial reporting; and
    
    elimination of a substantial number of duplicative staff positions.
 Results of Operations
  Three months ended
    
    Nine months endedOctober 1,
    
    October 2
    
    October 1,
    
    October 2,2006
    
    2005
    
    2006
    
    2005Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of services
    
    
    75.4
    
    
    
    75.5
    
    
    
    75.8
    
    
    
    76.5Gross profit
    
    
    24.6
    
    
    
    24.5
    
    
    
    24.2
    
    
    
    23.5Selling, general and administrative expenses
    
    
    17.8
    
    
    
    18.6
    
    
    
    18.4
    
    
    
    17.9Restructuring and integration costs
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    1.0Depreciation and amortization
    
    
    1.2
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.4Total operating expenses
    
    
    19.0
    
    
    
    20.3
    
    
    
    19.6
    
    
    
    20.3Operating income
    
    
    5.6
    
    
    
    4.2
    
    
    
    4.6
    
    
    
    3.2Interest expense and other (income) expense, net
    
    
    4.0
    
    
    
    2.7
    
    
    
    2.6
    
    
    
    2.6Income tax expense (benefit)
    
    
    0.1
    
    
    
    
    
    
    
    (0.9
    )
    
    
    Net income
    
    
    1.5
    %
    
    
    1.5
    %
    
    
    2.9
    %
    
    
    0.6
    %Billable headcount at end of period
    
    
    5,181
    
    
    
    4,792
    
    
    
    5,181
    
    
    
    4,792
 Quarter Ended October 1, 2006 Versus Quarter Ended October 2, 2005.
   Revenues.
 16




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Cost of Services .
 Selling, General and Administrative Expenses .
  Restructuring and Integration Costs .
 Depreciation and Amortization .
 Interest Expense, Net.
 17




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Interest Rate Swap and Cap Credit Agreements and Related Covenants
 Loss on Early Extinguishment of Debt Credit Agreements and Related Covenants
 Provision for Income Taxes
 Nine Months Ended October 1, 2006 Versus Nine Months Ended October 2, 2005.
  Provision for Income Taxes.
 Revenues.
  Cost of Services .
 Selling, General and Administrative Expenses .
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Restructuring and Integration Costs .
 Depreciation and Amortization .
 Interest Expense, Net. Provision for Income Taxes Credit Agreements and
Related Covenants
 Loss on Early Extinguishment of Debt
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Credit
Agreements and Related Covenants
 Provision for Income Taxes
 Liquidity and Capital Resources
  Cash Flows
  Nine months endedOctober 1,
    
    
    October 2,2006
    
    
    2005(In thousands)Net cash provided by operating activities
    
    $
    19,902
    
    
    $
    3,322Net cash used in investing activities
    
    
    (3,729
    )
    
    
    (6,830
    )Net cash provided by (used in) financing activities
    
    
    (16,377
    )
    
    
    4,541Effect of exchange rates on cash
    
    
    103
    
    
    
    (72
    )Net increase (decrease) in cash
    
    $
    (101
    )
    
    $
    961
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Credit Agreements and Related Covenants
       21




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Debt Compliance
   Interest Rate Swap and Cap
   Off-Balance Sheet Arrangements
  Contingencies and Indemnifications
  22




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Critical Accounting Policies and Estimates
   Revenue Recognition
   Recoverability of Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
  Collectibility of Accounts Receivable
  23




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Income Tax Assets and Liabilities
   Derivatives
 Accounting for Derivative Instruments and
Hedging Activities,
  Stock Based Compensation
 Share-Based Payment.
  24




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    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 Holding 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;
    
    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
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
    
    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.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Market Risk Sensitivity
  Interest Rate Risk
    Equity Price Risks
  
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ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  27




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PART II-OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of COMSYS
IT Partners, Inc. (incorporated by reference to Exhibit 3.1
to the Form 8-K filed with the SEC on October 4, 2004).3.2
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
(incorporated by reference to Exhibit 3.2 to the Form 8-K
filed with the SEC on October 4, 2004).3.3
    
    First Amendment to the Amended and Restated Bylaws of COMSYS
IT Partners, Inc. (incorporated by reference to Exhibit 3.1
to the Form 8-K filed with the SEC on May 4, 2005).4.1
    
    Registration Rights Agreement, dated as of September 30,
2004, between COMSYS IT Partners, Inc. and certain of the
old COMSYS Holdings stockholders party thereto (incorporated
by reference to Exhibit 4.2 to the Form 8-A/A filed with the
SEC on November 2, 2004).4.2
    
    Amendment No. 1 to Registration Rights Agreement dated April
1, 2005 between COMSYS IT Partners, Inc., and certain of the
old COMSYS Holdings stockholders party thereto (incorporated
by reference to Exhibit 4.2 to the Form 10-Q filed with the
SEC on May 6, 2005).
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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    Amended and Restated Registration Rights Agreement, dated as
of September 30, 2004, between COMSYS IT Partners, Inc. and
certain of the old Venturi stockholders party thereto
(incorporated by reference to Exhibit 4.3 to the Form 8-A/A
filed with the SEC on November 2, 2004).4.4
    
    Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated April 1, 2005 between COMSYS IT Partners,
Inc., and certain of the old Venturi stockholders party
thereto (incorporated by reference to Exhibit 4.4 to the
Form 10-Q filed with the SEC on May 6, 2005).4.5
    
    Voting Agreement, dated as of September 30, 2004, by and
among the Company and the stockholders party thereto
(incorporated by reference to Exhibit 2.4 to the Form 8-K
filed with the SEC on October 4, 2004).4.6
    
    Voting Agreement, dated as of September 30, 2004, between
the Company and MatlinPatterson Global Opportunities
Partners, L.P. (incorporated by reference to Exhibit 2.5 to
the Form 8-K filed with the SEC on October 4, 2004).4.7#
    
    Common Stock Purchase Warrant dated as of April 14, 2003,
issued by the Company in favor of BNP Paribas (incorporated
by reference to Exhibit 99.16 to the Form 8-K filed with the
SEC on April 25, 2003).4.8
    
    Specimen Certificate for Shares of Common Stock
(incorporated by reference to Exhibit 4.6 to the Form 10-K
filed with the SEC on April 1, 2005).10.1
    
    Employment Agreement dated as of July 27, 2006 between the
Company and Larry L. Enterline (incorporated by reference to
Exhibit 10.1 to the Form 10-Q filed with the SEC on August
7, 2006).10.2
    
    Consent and First Amendment to Credit Agreement, dated as of
March 31, 2006, among COMSYS Services LLC, COMSYS
Information Technology Services, Inc. and Pure Solutions,
Inc., as borrowers, COMSYS IT Partners, Inc. and PFI LLC, as
guarantors, COMSYS Services LLC, acting in its capacity as
borrowing agent and funds administrator for the borrowers,
Merrill Lynch Capital, as administrative agent, a lender,
sole bookrunner and sole lead arranger, ING Capital LLC, as
co-documentation agent and as a lender, Allied Irish Banks
PLC, as co-documentation agent and as a lender, GMAC
Commercial Finance LLC, as syndication agent and as a
lender, and the lenders from time to time party thereto
(incorporated by reference to Exhibit 10.1 to the Form 8-K
filed with the SEC on September 15, 2006).10.3
    
    Consent, Waiver and Second Amendment to Credit Agreement,
dated as of September 15, 2006, among COMSYS Services LLC,
COMSYS Information Technology Services, Inc. and Pure
Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI
LLC and COMSYS IT Canada, Inc. as guarantors, COMSYS
Services LLC, acting in its capacity as borrowing agent and
funds administrator for the borrowers, Merrill Lynch
Capital, as administrative agent, a lender, sole bookrunner
and sole lead arranger, ING Capital LLC, Allied Irish Banks
PLC, and BMO Capital Markets Financing, Inc., as
co-documentation agents and as lenders, GMAC Commercial
Finance LLC, as syndication agent and as a lender, and the
lenders from time to time party thereto (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed with the SEC
on September 15, 2006).10.4
    
    Guaranty, dated as of June 15, 2006, by COMSYS IT Canada,
Inc. in favor of Merrill Lynch Capital, in its capacity as
administrative agent (incorporated by reference to Exhibit
10.3 to the Form 8-K filed with the SEC on September 15,
2006).10.5
    
    Consent and First Amendment to Term Loan Credit Agreement,
dated as of March 31, 2006, among COMSYS Services LLC,
COMSYS Information Technology Services, Inc. and Pure
Solutions, Inc., as borrowers, COMSYS IT Partners, Inc. and
PFI LLC, as guarantors, Merrill Lynch Capital, as
administrative agent, NexBank, SSB, as collateral agent, and
the lenders from time to time party thereto (incorporated by
reference to Exhibit 10.4 to the Form 8-K filed with the SEC
on September 15, 2006).10.6
    
    Consent, Waiver and Second Amendment to Term Loan Credit
Agreement, dated as of September 15, 2006, among COMSYS
Services LLC, COMSYS Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers, COMSYS IT Partners,
Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors,
Merrill Lynch Capital, as administrative agent, NexBank,
SSB, as collateral agent, and the lenders from time to time
party thereto (incorporated
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##### Table of Contents



ExhibitNumber
    
    Descriptionby reference to Exhibit 10.5 to
the Form 8-K filed with the SEC on September 15, 2006).10.7
    
    Guaranty, dated as of June 15, 2006, by COMSYS IT Canada,
Inc. in favor of Merrill Lynch Capital, in its capacity as
administrative agent, and NexBank, SSB, in its capacity as
collateral agent (incorporated by reference to Exhibit 10.6
to the Form 8-K filed with the SEC on September 15, 2006).31.1*
    
    Certification of Chief Executive Officer of the Company
pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.31.2*
    
    Certification of Chief Financial Officer of the Company
pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.32*
    
    Certification of Chief Executive Officer and Chief Financial
Officer of the Company pursuant to Rule 13a-14(b)
promulgated under the Securities Exchange Act of 1934, as
amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code.
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##### Table of Contents



SIGNATURES
  Date: November 9, 2006
    
    COMSYS IT PARTNERS, INC.By:
    
    /s/ LARRY L. ENTERLINEName:
    
    Larry L. EnterlineTitle:
    
    Chief Executive OfficerDate: November 9, 2006
    
    By:
    
    /s/ JOSEPH C. TUSA, JR.Name:
    
    Joseph C. Tusa, Jr.Title:
    
    Senior Vice President and Chief Financial Officer
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of COMSYS
IT Partners, Inc. (incorporated by reference to Exhibit 3.1
to the Form 8-K filed with the SEC on October 4, 2004).3.2
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
(incorporated by reference to Exhibit 3.2 to the Form 8-K
filed with the SEC on October 4, 2004).3.3
    
    First Amendment to the Amended and Restated Bylaws of COMSYS
IT Partners, Inc. (incorporated by reference to Exhibit 3.1
to the Form 8-K filed with the SEC on May 4, 2005).4.1
    
    Registration Rights Agreement, dated as of September 30,
2004, between COMSYS IT Partners, Inc. and certain of the
old COMSYS Holdings stockholders party thereto (incorporated
by reference to Exhibit 4.2 to the Form 8-A/A filed with the
SEC on November 2, 2004).4.2
    
    Amendment No. 1 to Registration Rights Agreement dated April
1, 2005 between COMSYS IT Partners, Inc., and certain of the
old COMSYS Holdings stockholders party thereto (incorporated
by reference to Exhibit 4.2 to the Form 10-Q filed with the
SEC on May 6, 2005).4.3
    
    Amended and Restated Registration Rights Agreement, dated as
of September 30, 2004, between COMSYS IT Partners, Inc. and
certain of the old Venturi stockholders party thereto
(incorporated by reference to Exhibit 4.3 to the Form 8-A/A
filed with the SEC on November 2, 2004).4.4
    
    Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated April 1, 2005 between COMSYS IT Partners,
Inc., and certain of the old Venturi stockholders party
thereto (incorporated by reference to Exhibit 4.4 to the
Form 10-Q filed with the SEC on May 6, 2005).4.5
    
    Voting Agreement, dated as of September 30, 2004, by and
among the Company and the stockholders party thereto
(incorporated by reference to Exhibit 2.4 to the Form 8-K
filed with the SEC on October 4, 2004).4.6
    
    Voting Agreement, dated as of September 30, 2004, between
the Company and MatlinPatterson Global Opportunities
Partners, L.P. (incorporated by reference to Exhibit 2.5 to
the Form 8-K filed with the SEC on October 4, 2004).4.7#
    
    Common Stock Purchase Warrant dated as of April 14, 2003,
issued by the Company in favor of BNP Paribas (incorporated
by reference to Exhibit 99.16 to the Form 8-K filed with the
SEC on April 25, 2003).4.8
    
    Specimen Certificate for Shares of Common Stock
(incorporated by reference to Exhibit 4.6 to the Form 10-K
filed with the SEC on April 1, 2005).10.1
    
    Employment Agreement dated as of July 27, 2006 between the
Company and Larry L. Enterline (incorporated by reference to
Exhibit 10.1 to the Form 10-Q filed with the SEC on August
7, 2006).10.2
    
    Consent and First Amendment to Credit Agreement, dated as of
March 31, 2006, among COMSYS Services LLC, COMSYS
Information Technology Services, Inc. and Pure Solutions,
Inc., as borrowers, COMSYS IT Partners, Inc. and PFI LLC, as
guarantors, COMSYS Services LLC, acting in its capacity as
borrowing agent and funds administrator for the borrowers,
Merrill Lynch Capital, as administrative agent, a lender,
sole bookrunner and sole lead arranger, ING Capital LLC, as
co-documentation agent and as a lender, Allied Irish Banks
PLC, as co-documentation agent and as a lender, GMAC
Commercial Finance LLC, as syndication agent and as a
lender, and the lenders from time to time party thereto
(incorporated by reference to Exhibit 10.1 to the Form 8-K
filed with the SEC on September 15, 2006).10.3
    
    Consent, Waiver and Second Amendment to Credit Agreement,
dated as of September 15, 2006, among COMSYS Services LLC,
COMSYS Information Technology Services, Inc. and Pure
Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI
LLC and COMSYS IT Canada, Inc. as guarantors, COMSYS
Services LLC, acting in its capacity as borrowing agent and
funds administrator for the borrowers, Merrill Lynch
Capital, as administrative agent, a lender, sole bookrunner
and sole lead arranger, ING Capital LLC, Allied Irish Banks
PLC, and BMO Capital Markets Financing, Inc., as
co-documentation agents and as lenders, GMAC Commercial
Finance LLC, as syndication agent and as a lender, and the
lenders from time to time party thereto (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed with the SEC
on September 15, 2006).
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##### Table of Contents



ExhibitNumber
    
    Description10.4
    
    Guaranty, dated as of June 15, 2006, by COMSYS IT Canada,
Inc. in favor of Merrill Lynch Capital, in its capacity as
administrative agent (incorporated by reference to Exhibit
10.3 to the Form 8-K filed with the SEC on September 15,
2006).10.5
    
    Consent and First Amendment to Term Loan Credit Agreement,
dated as of March 31, 2006, among COMSYS Services LLC,
COMSYS Information Technology Services, Inc. and Pure
Solutions, Inc., as borrowers, COMSYS IT Partners, Inc. and
PFI LLC, as guarantors, Merrill Lynch Capital, as
administrative agent, NexBank, SSB, as collateral agent, and
the lenders from time to time party thereto (incorporated by
reference to Exhibit 10.4 to the Form 8-K filed with the SEC
on September 15, 2006).10.6
    
    Consent, Waiver and Second Amendment to Term Loan Credit
Agreement, dated as of September 15, 2006, among COMSYS
Services LLC, COMSYS Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers, COMSYS IT Partners,
Inc., PFI LLC and COMSYS IT Canada, Inc., as guarantors,
Merrill Lynch Capital, as administrative agent, NexBank,
SSB, as collateral agent, and the lenders from time to time
party thereto (incorporated by reference to Exhibit 10.5 to
the Form 8-K filed with the SEC on September 15, 2006).10.7
    
    Guaranty, dated as of June 15, 2006, by COMSYS IT Canada,
Inc. in favor of Merrill Lynch Capital, in its capacity as
administrative agent, and NexBank, SSB, in its capacity as
collateral agent (incorporated by reference to Exhibit 10.6
to the Form 8-K filed with the SEC on September 15, 2006).31.1*
    
    Certification of Chief Executive Officer of the Company
pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.31.2*
    
    Certification of Chief Financial Officer of the Company
pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.32*
    
    Certification of Chief Executive Officer and Chief Financial
Officer of the Company pursuant to Rule 13a-14(b)
promulgated under the Securities Exchange Act of 1934, as
amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code.
 33