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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 28, 2008.
 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)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock $0.01 Par Value per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PageCautionary Note Regarding Forward-Looking Statements
    
    1PART IItem 1.
    
    Business
    
    2Item 1A.
    
    Risk Factors
    
    10Item 1B.
    
    Unresolved Staff Comments
    
    18Item 2.
    
    Properties
    
    18Item 3.
    
    Legal Proceedings
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    18PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    19Item 6.
    
    Selected Financial Data
    
    21Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    37Item 8.
    
    Financial Statements and Supplementary Data
    
    37Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    66Item 9A.
    
    Controls and Procedures
    
    67Item 9B.
    
    Other Information
    
    68PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    69Item 11.
    
    Executive Compensation
    
    69Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    69Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    69Item 14.
    
    Principal Accounting Fees and Services
    
    69PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    69Signatures
    
    70EX-10.10EX-10.11EX-10.12EX-10.13EX-10.14EX-21.1EX-23.1EX-31.1EX-31.2EX-32




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    economic declines that affect our business, including our profitability, liquidity
or the ability to comply with applicable loan covenants;
    
    the financial stability of our lenders and their ability to honor their commitments
related to our credit agreements;
    
    adverse changes in credit and capital markets conditions that may affect our ability
to obtain financing or refinancing on favorable terms or that may warrant changes to
existing credit terms;
    
    the financial stability of our customers and other business partners and their
ability to pay their outstanding obligations or provide committed services;
    
    changes in levels of unemployment and other economic conditions in the United
States, or in particular regions or industries;
    
    the impact of competitive pressures on our ability to maintain or improve our
operating margins, including pricing pressures as well as any change in the demand for
our services;
    
    the risk in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
    
    our success in attracting, training, retaining and motivating billable consultants
and key officers and employees;
    
    our ability to shift a larger percentage of our business mix into IT solutions,
project management and business process outsourcing and, if successful, our ability to
manage those types of business profitably;
    
    weakness or reductions in corporate information technology spending levels;
    
    our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
    
    the entry of new competitors into the U.S. staffing services 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 our incurring liability for the activities of our billable
consultants or for events impacting our billable consultants on our clients premises;
    
    the risk that we may be subject to claims for indemnification under our customer
contracts;
    
    the risk that cost cutting or restructuring activities could cause an adverse impact
on certain of our operations;
    
    adverse changes to managements periodic estimates of future cash flows that may
affect our assessment of our ability to fully recover our goodwill; and
    
    whether governments will amend existing regulations or impose additional regulations
or licensing requirements in such a manner as to increase our costs of doing business.
  1




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PART I
 
 ITEM 1. BUSINESS
  Company Overview
   
    
    COMSYS Services, LLC (COMSYS Services), an IT staffing services provider,
    
    COMSYS Information Technology Services, Inc. (CITS), an IT staffing services provider,
    
    Pure Solutions, Inc. (Pure Solutions), an IT services company,
    
    Econometrix, LLC (Econometrix), a vendor management systems software provider,
    
    Plum Rhino Consulting LLC (Plum Rhino), a specialty staffing services provider to the
financial services industry,
    
    Praeos Technologies, Inc. (Praeos), a business intelligence and business analytics
consulting services provider,
    
    T. Williams Consulting, LLC (TWC), a recruitment process outsourcing and human
resources consulting provider, and
    
    ASET International Services, Inc. (ASET), a globalization, localization and
interactive language services provider.
  
    
    our extensive recruiting channels, providing our clients ready access to highly-skilled
and specialized IT professionals, often within 48 hours of submitting a request;
    
    access to a flexible workforce, allowing our clients to manage their labor costs more
effectively without compromising their IT goals; and
    
    our knowledge of the market for IT resources, providing our clients with qualified
candidates at competitive prices.
   2




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Our Services
 Staffing Services
 IT Staffing Services
 Specialty Staffing Services
   Managed Solutions
  Business Process Outsourcing
 Vendor Management Services.
 3




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Services Procurement Management.
 Recruitment Process Outsourcing.
 SM SM
 Global Enterprise Content Management.
 Permanent Placement
  Industry Overview
  4




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Our Competitive Strengths
  Proven Track Record with a National Footprint.
 Focus on IT Staffing Services
 Diversified Revenue Base With Long-Term Customer Relationships.
 Extensive Recruiting Channels and Effective Hiring Process.
 Complementary Service Offerings.
 5




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Scalable Infrastructure.
 Our Business Strategy
  Expand Our Services to Our Existing Client Base.
 Increase Our Customer Base within Our Existing Markets.
 Focus on Managed Solutions and Higher-Skills Staffing Opportunities.
 Attract and Retain Highly-Skilled Consultants.
 Further Improve Operating Efficiency.
 Capitalize on Strategic Acquisition Opportunities.
 Sales and Marketing
  6




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
    
    centralized proposals and contract services departments;
    
    a strategic accounts group;
    
    a candidate sourcing operation for larger, high-volume clients that obtain contract IT
professionals primarily through procurement departments;
    
    a centralized outbound call center for scheduling sales appointments with key contacts
at prospective clients;
    
    a project solutions sales force;
    
    a vendor management sales force; and
    
    national recruiting centers for sourcing IT professionals located in the United States.
     Employees and Consultants
    7




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Competition
   Regulation
  Trademarks
  Seasonality
  8




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Available Information
 www.COMSYS.com
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionLarry L. Enterline
    
    
    56
    
    
    Chief Executive OfficerMichael H. Barker
    
    
    54
    
    
    Executive Vice President and Chief Operating OfficerKen R. Bramlett, Jr.
    
    
    49
    
    
    Senior Vice President, General Counsel and Corporate SecretaryDavid L. Kerr
    
    
    56
    
    
    Senior Vice PresidentCorporate DevelopmentAmy Bobbitt
    
    
    47
    
    
    Senior Vice President and Chief Accounting Officer
 Larry L. Enterline.
 Michael H. Barker.
 Ken R. Bramlett, Jr.
 David L. Kerr.
 9




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Amy Bobbitt
 
 ITEM 1A. RISK FACTORS
  Risks Related to Our Business
 The global financial crisis may harm our business and financial condition.
  Any economic downturn, or the perception that such a downturn is possible, may cause our revenues
to decline and may adversely affect our results of operations, cash flows and financial condition.
  Our dependence on large customers and the risks we assume under our contracts with them could have
a material adverse effect on our revenues and results of operations.
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Our profitability will suffer if we are not able to maintain current levels of billable hours and
bill rates and control our costs or if we are unable to pass bill rate decreases to our
consultants.
   
    
    our clients perception of our ability to add value through our services;
    
    competition, including pricing policies of our competitors; and
    
    general economic conditions.
  
    
    the demand for IT staffing services;
    
    the number of billing days in any period;
    
    the quality and scope of our services;
    
    seasonal trends, primarily as a result of holidays, vacations and inclement weather;
    
    our ability to recruit new consultants to fill open orders;
    
    our ability to transition consultants from completed assignments to new engagements;
    
    our ability to forecast demand for our services and thereby maintain an appropriately
balanced and sized workforce; and
    
    our ability to manage consultant turnover.
   We compete in a highly competitive market with limited barriers to entry and significant pricing
pressures. There can be no assurance that we will continue to successfully compete.
  We may be unable to attract and retain qualified billable consultants, which could have an adverse
effect on our business, financial condition and results of operations.
  11




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We depend on key personnel, and the loss of the services of one or more of our senior management or
a significant portion of our local management personnel could weaken our management team and our
ability to deliver quality services and could adversely affect our business.
  Our failure to achieve our strategic goal of shifting more of our business into the IT solutions
area could adversely impact our growth rate and profitability.
  Factors beyond our control may affect our ability to successfully execute our acquisition strategy,
which may have an adverse impact on our growth strategy.
   
    
    potential loss of key employees or clients of acquired companies;
    
    difficulties integrating acquired personnel and distinct cultures into a single
business;
    
    diversion of management attention from existing operations; and
    
    assumption of liabilities and exposure to unforeseen liabilities of acquired companies.
  We may suffer losses due to the conduct of our employees or our clients employees during staffing
assignments.
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Additional government regulation and rising health care and unemployment insurance costs and taxes,
including increased state and local taxes, could have a material adverse effect on our business,
operating results and financial condition.
   Due to inherent limitations, there can be no assurance that our system of disclosure and internal
controls and procedures will be successful in preventing all errors and fraud, or in making all
material information known in a timely manner to management.
   Our strategic decision not to pursue a broad-based offshore strategy may adversely impact our
revenue growth and profitability.
  13




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We have substantial intangible assets, have incurred significant impairment charges in the past and
may incur further charges if there are significant adverse changes to our operating results,
outlook or market conditions.
  Goodwill and Other Intangible Assets
   Adverse results in tax audits could require significant cash expenditures or expose us to
unforeseen liabilities.
  We may be subject to lawsuits and claims, which could have a material adverse effect on our
financial condition and results of operations.
  Concentration of services in metropolitan areas may adversely affect our revenues in the event of
extraordinary events.
  We depend on the proper functioning of our information systems.
  14




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Risks Related to our Indebtedness
 We have substantial debt obligations that could restrict our operations and adversely affect our
business and financial condition.
  
    
    increasing our vulnerability to adverse economic and industry conditions;
    
    limiting our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate; and
    
    limiting our ability to borrow additional funds.
  We will require a significant amount of cash to service our indebtedness and satisfy our other
liquidity needs. Our ability to generate cash depends on many factors beyond our control.
   Restrictive financing covenants limit the discretion of our management and may inhibit our
operating flexibility.
  
    
    incur additional indebtedness;
    
    repurchase shares;
    
    declare or pay dividends and other distributions;
    
    incur liens;
    
    make capital expenditures;
    
    make certain investments or acquisitions;
    
    repay debt; and
    
    dispose of property.
  15




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If we default on our obligations to pay our indebtedness, or fail to comply with the covenants and
restrictions contained in the agreements governing our indebtedness, our financial condition may be
adversely affected by the consequences of any such default.
    Risks Related to Investment in Our Common Stock
 Shares of our common stock have been thinly traded in the past and the prices at which our common
stock will trade in the future could fluctuate significantly.
  Ownership of our common stock is concentrated among a small number of major stockholders that have
the ability to exercise significant control over us, and whose interests may differ from the
interests of other stockholders.
  
    
    Wachovia Investors, Inc.  15.5%,
    
    Amalgamated Gadget, L.P.   8.0%,
    
    Credit Suisse  7.2%,
    
    Merrill Lynch & Co., Inc.  6.7%,
    
    Barclays Global Investors, NA  5.8%,
    
    Inland Partners, L.P. and Links Partners, L.P., collectively  5.3%.
  16




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Concentrated ownership of large blocks of our common stock may affect the value of shares held by
others and our ability to access public equity markets.
   
    
    restrict growth, both internally and through acquisitions;
    
    inhibit our ability to invest in technology and other products and services that we
may need; and
    
    adversely affect our ability to compete in our markets.
 Future sales of shares may adversely affect the market price of our shares.
  The market price and marketability of our shares may from time to time be significantly affected by
numerous factors beyond our control, which may adversely affect our ability to raise capital
through future equity financings or our ability to use equity in acquisitions.
  
    
    general price and volume fluctuations in the stock markets;
    
    changes in our earnings or variations in operating results;
    
    any shortfall in revenue or net income or any increase in losses from levels expected by
securities analysts;
    
    changes in regulatory policies or tax laws;
    
    operating performance of companies comparable to us;
    
    general economic trends and other external factors; and
    
    loss of a major funding source.
 We do not intend to pay cash dividends on our common stock in the foreseeable future, and therefore
only appreciation of the price of our common stock will provide a return to our stockholders.
  Our certificate of incorporation contains certain provisions that could discourage an acquisition
or change of control of COMSYS.
  17




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  18




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Price Range of Common Stock
  High
    
    Low2007First Quarter
    
    $
    23.00
    
    
    $
    18.77Second Quarter
    
    
    25.36
    
    
    
    19.13Third Quarter
    
    
    23.22
    
    
    
    14.63Fourth Quarter
    
    
    18.95
    
    
    
    11.602008First Quarter
    
    $
    14.80
    
    
    $
    7.37Second Quarter
    
    
    12.92
    
    
    
    7.82Third Quarter
    
    
    12.98
    
    
    
    8.12Fourth Quarter
    
    
    10.74
    
    
    
    1.56
  Dividend Policy
  19




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Comparative Stock Performance
   
 12/28/03
    
    1/2/05
    
    1/2/06
    
    12/31/06
    
    12/30/07
    
    12/28/08COMSYS IT Partners, Inc.
    
    $
    100.00
    
    
    $
    90.83
    
    
    $
    100.36
    
    
    $
    183.56
    
    
    $
    143.28
    
    
    $
    23.34S&P Midcap 400
    
    $
    100.00
    
    
    $
    116.48
    
    
    $
    131.11
    
    
    $
    144.64
    
    
    $
    156.18
    
    
    $
    99.59Peer Group
    
    $
    100.00
    
    
    $
    121.17
    
    
    $
    149.82
    
    
    $
    147.46
    
    
    $
    116.34
    
    
    $
    75.76
 20




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ITEM 6. SELECTED FINANCIAL DATA
    Year EndedDecember 28,
    
    December 30,
    
    December 31,
    
    January 1,
    
    January 2,Consolidated Statements of Operations Data:
    
    2008
    
    2007
    
    2006
    
    2006
    
    2005(In thousands, except per share data)Revenues from services
    
    $
    727,108
    
    
    $
    743,265
    
    
    $
    736,645
    
    
    $
    661,657
    
    
    $
    437,013Cost of services
    
    
    550,189
    
    
    
    558,074
    
    
    
    557,598
    
    
    
    505,233
    
    
    
    331,474Gross profit
    
    
    176,919
    
    
    
    185,191
    
    
    
    179,047
    
    
    
    156,424
    
    
    
    105,539Operating costs and expenses:Selling, general and administrative
    
    
    136,648
    
    
    
    135,423
    
    
    
    135,651
    
    
    
    120,357
    
    
    
    86,376Restructuring costs
    
    
    637
    
    
    
    
    
    
    
    
    
    
    
    4,780
    
    
    
    10,322Depreciation and amortization
    
    
    8,115
    
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067
    
    
    
    14,564Goodwill impairment
    
    
    86,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    232,200
    
    
    
    141,849
    
    
    
    144,368
    
    
    
    134,204
    
    
    
    111,262Operating income (loss)
    
    
    (55,281
    )
    
    
    43,342
    
    
    
    34,679
    
    
    
    22,220
    
    
    
    (5,723
    )Interest expense and other expenses, net
    
    
    5,253
    
    
    
    7,714
    
    
    
    15,208
    
    
    
    17,061
    
    
    
    51,848Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,191
    
    
    
    2,227
    
    
    
    2,986Income tax expense (benefit)
    
    
    4,654
    
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    783
    
    
    
    (5,402
    )Net income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149
    
    
    $
    (55,155
    )Basic net income (loss) per common share(1)
    
    $
    (3.19
    )
    
    $
    1.67
    
    
    $
    1.10
    
    
    $
    0.14
    
    
    $
    (14.20
    )Diluted net income (loss) per common share(1)
    
    $
    (3.19
    )
    
    $
    1.66
    
    
    $
    1.10
    
    
    $
    0.14
    
    
    $
    (14.20
    )Weighted average basic and diluted shares outstanding(1):Basic
    
    
    19,599
    
    
    
    19,255
    
    
    
    18,449
    
    
    
    15,492
    
    
    
    3,884Diluted
    
    
    19,599
    
    
    
    20,100
    
    
    
    19,137
    
    
    
    15,809
    
    
    
    3,884
 As ofDecember 28,
    
    December 30,
    
    December 31,
    
    January 1,
    
    January 2,Consolidated Balance Sheets Data:
    
    2008
    
    2007
    
    2006
    
    2006
    
    2005(In thousands)Total assets(2)
    
    $
    351,180
    
    
    $
    402,469
    
    
    $
    375,034
    
    
    $
    366,921
    
    
    $
    322,481Mandatorily redeemable preferred stock, redeemable
common stock and warrant liability(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,314Other debt, including current maturities
    
    
    69,692
    
    
    
    71,903
    
    
    
    98,542
    
    
    
    142,273
    
    
    
    140,123Stockholders equity (2)
    
    
    83,485
    
    
    
    144,632
    
    
    
    94,770
    
    
    
    71,096
    
    
    
    36,025
 
 (1)
    
    The loss per share data and weighted average number of shares outstanding for periods prior
to the merger have been retroactively restated to reflect the exchange ratio of 0.0001 of a
share of our common stock for each share of Old COMSYS stock outstanding immediately prior to
the merger as if such exchange had occurred at the beginning of each of the periods presented.(2)
    
    Effective July 1, 2003, Old COMSYS adopted SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity(SFAS 150), which resulted
in the reclassification of Old COMSYS mandatorily redeemable preferred stock and accrued
dividends of $337.7 million and $1.4 million of common stock, to 21




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noncurrent liabilities.
Stockholder notes receivable for the purchase of redeemable securities were reclassified out
of equity and recorded as noncurrent assets. Additionally, Old COMSYS reclassified $3.7
million of unamortized issuance costs associated with the mandatorily redeemable preferred
stock to other assets. Old COMSYS also began to recognize dividends declared and the
amortization of the deferred issuance costs associated with the mandatorily redeemable
preferred stock as interest expense. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Organization of Information
  
    
    Our Business
    
    Overview of 2008 Results
    
    2009 Priorities
    
    Results of Operations
    
    Liquidity and Capital Resources
    
    Seasonality
    
    Off-Balance Sheet Risk Disclosure
    
    Contractual and Commercial Commitments
    
    Critical Accounting Policies and Estimates
    
    Recent Accounting Pronouncements
 Our Business
  
    
    COMSYS Services, LLC (COMSYS Services), an IT staffing services provider,
    
    COMSYS Information Technology Services, Inc. (COMSYS IT), an IT staffing services
provider,
    
    Pure Solutions, Inc. (Pure Solutions), an information technology services company,
    
    Econometrix, LLC (Econometrix), a vendor management systems software provider,
    
    Plum Rhino Consulting LLC (Plum Rhino), a specialty staffing services provider to the
financial services industry,
    
    Praeos Technologies, Inc. (Praeos), a business intelligence and business analytics
consulting services provider,
    
    T. Williams Consulting, LLC (TWC), a recruitment process outsourcing and human
resources consulting provider, and
    
    ASET International Services, Inc. (ASET), a globalization, localization and
interactive language services provider.
  22




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
    
    rate of technological change;
    
    rate of growth in corporate IT and professional services budgets;
    
    penetration of IT and professional services staffing in the general workforce;
    
    outsourcing of the IT and professional services workforce; and
    
    consolidation of supplier bases.
       st
 Overview of 2008 Results
  23




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2009 Priorities
      24




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Results of Operations
  Year Ended
    
    Percent ChangeDecember 28,
    
    December 30,
    
    December 31,
    
    December 28,
    
    December 30,
    
    December 31,
    
    2008 vs
    
    2007 vs2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006
    
    2007
    
    2006Revenues from services
    
    $
    727,108
    
    
    $
    743,265
    
    
    $
    736,645
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    -2.2
    %
    
    
    0.9
    %Cost of services
    
    
    550,189
    
    
    
    558,074
    
    
    
    557,598
    
    
    
    75.7
    %
    
    
    75.1
    %
    
    
    75.7
    %
    
    
    -1.4
    %
    
    
    0.1
    %Gross profit
    
    
    176,919
    
    
    
    185,191
    
    
    
    179,047
    
    
    
    24.3
    %
    
    
    24.9
    %
    
    
    24.3
    %
    
    
    -4.5
    %
    
    
    3.4
    %Operating costs and expenses:Selling, general and
administrative
    
    
    136,648
    
    
    
    135,423
    
    
    
    135,651
    
    
    
    18.8
    %
    
    
    18.2
    %
    
    
    18.4
    %
    
    
    0.9
    %
    
    
    -0.2
    %Restructuring costs
    
    
    637
    
    
    
    
    
    
    
    
    
    
    
    0.1
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    N/A
    
    
    
    N/ADepreciation and amortization
    
    
    8,115
    
    
    
    6,426
    
    
    
    8,717
    
    
    
    1.1
    %
    
    
    0.9
    %
    
    
    1.2
    %
    
    
    26.3
    %
    
    
    -26.3
    %Goodwill impairment
    
    
    86,800
    
    
    
    
    
    
    
    
    
    
    
    11.9
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    N/A
    
    
    
    N/A232,200
    
    
    
    141,849
    
    
    
    144,368
    
    
    
    31.9
    %
    
    
    19.1
    %
    
    
    19.6
    %
    
    
    63.7
    %
    
    
    -1.7
    %Operating income (loss)
    
    
    (55,281
    )
    
    
    43,342
    
    
    
    34,679
    
    
    
    -7.6
    %
    
    
    5.8
    %
    
    
    4.7
    %
    
    
    -227.5
    %
    
    
    25.0
    %Interest expense, net
    
    
    5,457
    
    
    
    8,250
    
    
    
    15,518
    
    
    
    0.8
    %
    
    
    1.0
    %
    
    
    2.1
    %
    
    
    -33.9
    %
    
    
    -46.8
    %Loss on early extinguishment
of debt
    
    
    
    
    
    
    
    
    
    
    3,191
    
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.4
    %
    
    
    N/A
    
    
    
    -100.0
    %Other income, net
    
    
    (204
    )
    
    
    (536
    )
    
    
    (310
    )
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    -61.9
    %
    
    
    72.9
    %Income (loss) before income
taxes
    
    
    (60,534
    )
    
    
    35,628
    
    
    
    16,280
    
    
    
    -8.4
    %
    
    
    4.8
    %
    
    
    2.2
    %
    
    
    -269.9
    %
    
    
    118.8
    %Income tax expense (benefit)
    
    
    4,654
    
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    0.6
    %
    
    
    0.3
    %
    
    
    -0.7
    %
    
    
    104.2
    %
    
    
    -147.8
    %Net income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047
    
    
    
    -9.0
    %
    
    
    4.5
    %
    
    
    2.9
    %
    
    
    -295.5
    %
    
    
    58.5
    %Billable headcount at end of
period
    
    
    4,516
    
    
    
    4,986
    
    
    
    4,996
 Year Ended December 28, 2008, Compared to Year Ended December 30, 2007
  Revenues.
 Cost of Services .
 Selling, General and Administrative .
 25




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##### Table of Contents



Restructuring Costs .
 Depreciation and Amortization .
 Goodwill Impairment .
 Interest Expense, Net.
 Provision for Income Taxes . Accounting for Income Taxes
   Year Ended December 30, 2007, Compared to Year Ended December 31, 2006
 Revenues.
 26




---



##### Table of Contents



Cost of Services .
 Selling, General and Administrative .
 Depreciation and Amortization .
 Interest Expense, Net.
 Provision for Income Taxes . Accounting for Income
Taxes
  27




---



##### Table of Contents



Liquidity and Capital Resources
 Overview
  Credit Facilities and Related Covenants
   Working Capital
    28




---



##### Table of Contents



Credit Facilities and Related Covenants
        29




---



##### Table of Contents



2008First quarter
    
    $
    90,975Second quarter
    
    
    82,632Third quarter
    
    
    75,974Fourth quarter
    
    
    60,692
 Debt Compliance
  
    
    incur additional indebtedness;
    
    repurchase shares;
    
    declare or pay dividends and other distributions;
    
    incur liens;
    
    make capital expenditures;
    
    make certain investments or acquisitions;
    
    repay debt; and
    
    dispose of property.
   Interest Rate Swap and Cap
   30




---



##### Table of Contents



Secondary Offering on Behalf of Selling Stockholders
  Cash Flows
 Critical Accounting Policies and Estimates 
Revenue Recognition
  Year endedDecember 28,
    
    December 30,
    
    December 31,2008
    
    2007
    
    2006Net cash provided by operating activities
    
    $
    37,351
    
    
    $
    58,810
    
    
    $
    46,474Net cash used in investing activities
    
    
    (13,675
    )
    
    
    (34,022
    )
    
    
    (4,030
    )Net cash used in financing activities
    
    
    (2,128
    )
    
    
    (24,881
    )
    
    
    (44,093
    )Effect of exchange rates on cash
    
    
    (447
    )
    
    
    82
    
    
    
    155Net increase (decrease) in cash and cash equivalents
    
    $
    21,101
    
    
    
    ($11
    )
    
    
    ($1,494
    )
     31




---



##### Table of Contents



Seasonality
  Off-Balance Sheet Risk Disclosure
  Contractual and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    One Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLong-term debt (1)
    
    $
    69,692
    
    
    $
    
    
    
    $
    69,692
    
    
    $
    
    
    
    $
    Notes payable (2)
    
    
    1,000
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    Operating leases
    
    
    32,251
    
    
    
    7,195
    
    
    
    10,779
    
    
    
    7,171
    
    
    
    7,106Purchase obligations (3)
    
    
    2,415
    
    
    
    1,792
    
    
    
    623
    
    
    
    
    
    
    
    Deferred compensation
    
    
    1,238
    
    
    
    150
    
    
    
    300
    
    
    
    300
    
    
    
    488Total contractual cash obligations
    
    $
    106,596
    
    
    $
    9,137
    
    
    $
    82,394
    
    
    $
    7,471
    
    
    $
    7,594
 Commitment Expiration per PeriodLess than
    
    
    
    
    
    More thanOther Commercial Commitments
    
    Total
    
    One Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLetters of Credit (4)
    
    $
    1,503
    
    
    $
    1,503
 
 (1)
    
    Long-term debt obligations included in the above table consist solely of principal repayments
related to our senior credit agreement. We are also obligated to make interest payments at
the applicable interest rates as discussed in Note 5 in the Notes to Consolidated Financial
Statements included elsewhere in this report.(2)
    
    Notes payable included in the above table consist solely of principal repayments related to
our acquisition of ASET. We are also obligated to make interest payments at the applicable
interest rates as discussed in Note 3 in the Notes to Consolidated Financial Statements
included elsewhere in this report.(3)
    
    Purchase obligations included in the above table consist of purchase commitments primarily
related to telecom service agreements and online advertising. 32




---



##### Table of Contents



(4)
    
    Letters of credit secure certain office leases and insurance programs. Critical Accounting Policies and Estimates
   Revenue Recognition
 Revenue Recognition in
Financial Statements.
 
    
    Persuasive evidence of an arrangement exists;
    
    Ownership has transferred to the customer;
    
    The price to the customer is fixed or determinable; and
    
    Collectibility is reasonably assured.
      Goodwill and Other Intangible Assets
 Goodwill. Goodwill and Other Intangible Assets,
 33




---



##### Table of Contents



Other intangible assets.
 Collectibility of Accounts Receivable
  Stock-Based Compensation
  Restricted stock.
 34




---



##### Table of Contents



Stock options.
  Income Tax Assets and Liabilities
 Accounting for
Income Taxes Recent Accounting Pronouncements
   35




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 Accounting for Income Taxes
 Recent Accounting Pronouncements
 Fair Value
Measurements
 Accounting for Leases Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
  Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets.
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 36




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Interest Rate Risks
   Foreign Currency Risks
  Equity Market Risks
   
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageReport of Independent Registered Public Accounting Firm
    
    
    38Consolidated Balance Sheets
    
    
    39Consolidated Statements of Operations
    
    
    40Consolidated Statements of Comprehensive Income (Loss)
    
    
    41Consolidated Statements of Stockholders Equity
    
    
    42Consolidated Statements of Cash Flows
    
    
    43Notes to Consolidated Financial Statements
    
    
    44
 37




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 38




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
 December 28,
    
    December 30,(In thousands, except share and par value amounts)
    
    2008
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    22,695
    
    
    $
    1,594Accounts receivable, net of allowance of $3,232 and $3,389, respectively
    
    
    202,297
    
    
    
    189,317Prepaid expenses and other
    
    
    3,116
    
    
    
    3,153Restricted cash
    
    
    2,489
    
    
    
    3,365Total current assets
    
    
    230,597
    
    
    
    197,429Fixed assets, net
    
    
    16,596
    
    
    
    13,094Goodwill
    
    
    89,064
    
    
    
    174,160Other intangible assets, net
    
    
    11,962
    
    
    
    10,002Deferred financing costs, net
    
    
    1,175
    
    
    
    2,044Restricted cash
    
    
    308
    
    
    
    4,218Other assets
    
    
    1,478
    
    
    
    1,522Total assets
    
    $
    351,180
    
    
    $
    402,469Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    156,528
    
    
    $
    145,622Payroll and related taxes
    
    
    25,975
    
    
    
    29,574Current maturities of long-term debt
    
    
    
    
    
    
    5,000Interest payable
    
    
    337
    
    
    
    365Other current liabilities
    
    
    9,728
    
    
    
    7,897Total current liabilities
    
    
    192,568
    
    
    
    188,458Long-term debt
    
    
    69,692
    
    
    
    66,903Other liabilities
    
    
    5,435
    
    
    
    2,476Total liabilities
    
    
    267,695
    
    
    
    257,837Commitments and contingenciesStockholders equity:Preferred stock, no par value; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 95,000,000 shares authorized and 20,465,028 shares outstanding
in 2008; 95,000,000 shares authorized and 20,180,578 shares outstanding in 2007
    
    
    203
    
    
    
    201Common stock warrants
    
    
    1,734
    
    
    
    1,734Accumulated other comprehensive income (loss)
    
    
    (90
    )
    
    
    57Additional paid-in capital
    
    
    227,360
    
    
    
    223,174Accumulated deficit
    
    
    (145,722
    )
    
    
    (80,534
    )Total stockholders equity
    
    
    83,485
    
    
    
    144,632Total liabilities and stockholders equity
    
    $
    351,180
    
    
    $
    402,469
 See notes to consolidated financial statements
 39




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
 Year endedDecember 28,
    
    December 30,
    
    December 31,(In thousands, except per share amounts)
    
    2008
    
    2007
    
    2006Revenues from services
    
    $
    727,108
    
    
    $
    743,265
    
    
    $
    736,645Cost of services
    
    
    550,189
    
    
    
    558,074
    
    
    
    557,598Gross profit
    
    
    176,919
    
    
    
    185,191
    
    
    
    179,047Operating costs and expenses:Selling, general and administrative
    
    
    136,648
    
    
    
    135,423
    
    
    
    135,651Restructuring costs
    
    
    637
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    8,115
    
    
    
    6,426
    
    
    
    8,717Goodwill impairment
    
    
    86,800
    
    
    
    
    
    
    
    232,200
    
    
    
    141,849
    
    
    
    144,368Operating income (loss)
    
    
    (55,281
    )
    
    
    43,342
    
    
    
    34,679Interest expense, net
    
    
    5,457
    
    
    
    8,250
    
    
    
    15,518Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,191Other income, net
    
    
    (204
    )
    
    
    (536
    )
    
    
    (310
    )Income (loss) before income taxes
    
    
    (60,534
    )
    
    
    35,628
    
    
    
    16,280Income tax expense (benefit)
    
    
    4,654
    
    
    
    2,279
    
    
    
    (4,767
    )Net income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047Basic net income (loss) per common share
    
    $
    (3.19
    )
    
    $
    1.67
    
    
    $
    1.10Diluted net income (loss) per common share
    
    $
    (3.19
    )
    
    $
    1.66
    
    
    $
    1.10Weighted average basic and diluted shares outstanding:Basic
    
    
    19,599
    
    
    
    19,255
    
    
    
    18,449Diluted
    
    
    19,599
    
    
    
    20,100
    
    
    
    19,137
 See notes to consolidated financial statements
 40




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 
 Consolidated Statements of Comprehensive Income (Loss)
 Year EndedDecember 28,
    
    December 30,
    
    December 31,(In thousands)
    
    2008
    
    2007
    
    2006Net income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047Foreign currency translation adjustments
    
    
    (147
    )
    
    
    69
    
    
    
    53Total comprehensive income (loss)
    
    $
    (65,335
    )
    
    $
    33,418
    
    
    $
    21,100
 See notes to consolidated financial statements
 41




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Consolidated Statements of Stockholders Equity
 AccumulatedCommon
    
    Deferred
    
    Other
    
    Additional
    
    
    
    
    
    TotalCommon
    
    Stock
    
    Stock
    
    Comprehensive
    
    Paid-in
    
    Accumulated
    
    StockholdersStock
    
    Warrants
    
    Compensation
    
    Income (Loss)
    
    Capital
    
    Deficit
    
    Equity(In thousands, except share data)Balance as of January 1, 2006
    
    $
    187
    
    
    $
    2,815
    
    
    $
    (1,749
    )
    
    $
    (65
    )
    
    $
    201,993
    
    
    $
    (132,085
    )
    
    $
    71,096Cumulative effect of adjustments resulting from the adoption
of SAB 108, net of $0 for taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,845
    )
    
    
    (2,845
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,047
    
    
    
    21,047Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    53Issuance of 214,000 shares of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Exercise of 155,069 warrants for 119,052 shares of common stock
    
    
    
    
    
    
    (1,081
    )
    
    
    
    
    
    
    
    
    
    
    1,685
    
    
    
    
    
    
    
    604Options exercised for 207,618 shares of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,701
    
    
    
    
    
    
    
    1,703Stock issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (159
    )
    
    
    
    
    
    
    (159
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,269
    
    
    
    
    
    
    
    3,269Reclassification upon adoption of SFAS 123(R)
    
    
    
    
    
    
    
    
    
    
    1,749
    
    
    
    
    
    
    
    (1,749
    )
    
    
    
    
    
    
    Balance as of December 31, 2006
    
    
    191
    
    
    
    1,734
    
    
    
    
    
    
    
    (12
    )
    
    
    206,740
    
    
    
    (113,883
    )
    
    
    94,770Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,349
    
    
    
    33,349Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    69Issuance of 501,413 shares of common stock for acquistions
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,560
    
    
    
    
    
    
    
    10,565Issuance of 244,000 shares of restricted common stock
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    Forfeiture of 28,807 vested shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (428
    )
    
    
    
    
    
    
    (428
    )Options exercised for 185,683 shares of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,777
    
    
    
    
    
    
    
    1,779Stock issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19
    )
    
    
    
    
    
    
    (19
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,547
    
    
    
    
    
    
    
    4,547Balance as of December 30, 2007
    
    
    201
    
    
    
    1,734
    
    
    
    
    
    
    
    57
    
    
    
    223,174
    
    
    
    (80,534
    )
    
    
    144,632Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,188
    )
    
    
    (65,188
    )Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (147
    )
    
    
    
    
    
    
    
    
    
    
    (147
    )Issuance of 342,878 shares of restricted common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    Forfeiture of 25,132 vested shares of restricted common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (332
    )
    
    
    
    
    
    
    (332
    )Options exercised for 8,200 shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    83Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,437
    
    
    
    
    
    
    
    4,437Balance as of December 28, 2008
    
    $
    203
    
    
    $
    1,734
    
    
    $
    
    
    
    $
    (90
    )
    
    $
    227,360
    
    
    $
    (145,722
    )
    
    $
    83,485
 See notes to consolidated financial statements
 42




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##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
 Year endedDecember 28,
    
    
    December 30,
    
    
    December 31,2008
    
    
    2007
    
    
    2006(In thousands)Cash flows from operating activitiesNet income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    8,115
    
    
    
    6,426
    
    
    
    8,717Goodwill impairment
    
    
    86,800
    
    
    
    
    
    
    
    Restructuring costs
    
    
    472
    
    
    
    
    
    
    
    Provision for doubtful accounts
    
    
    725
    
    
    
    1,158
    
    
    
    1,860Stock-based compensation
    
    
    4,437
    
    
    
    4,547
    
    
    
    3,269Amortization of deferred financing costs
    
    
    869
    
    
    
    876
    
    
    
    1,049Other noncash expense, net
    
    
    4,654
    
    
    
    2,279
    
    
    
    1,418Loss (gain) on asset disposal
    
    
    
    
    
    
    8
    
    
    
    (60
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    3,191Changes in operating assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    (11,523
    )
    
    
    4,260
    
    
    
    (20,706
    )Prepaid expenses and other
    
    
    556
    
    
    
    395
    
    
    
    1,188Accounts payable
    
    
    7,084
    
    
    
    13,742
    
    
    
    22,871Payroll and related taxes
    
    
    (442
    )
    
    
    (4,062
    )
    
    
    6,276Other liabilities and other assets
    
    
    792
    
    
    
    (4,168
    )
    
    
    (3,646
    )Net cash provided by operating activities
    
    
    37,351
    
    
    
    58,810
    
    
    
    46,474Cash flows from investing activitiesCapital expenditures
    
    
    (5,791
    )
    
    
    (3,088
    )
    
    
    (2,780
    )Cash paid for acquisitions, net of cash acquired
    
    
    (7,884
    )
    
    
    (30,934
    )
    
    
    (1,250
    )Net cash used in investing activities
    
    
    (13,675
    )
    
    
    (34,022
    )
    
    
    (4,030
    )Cash flows from financing activitiesBorrowings (payments) under revolving credit facility, net
    
    
    2,789
    
    
    
    (21,639
    )
    
    
    64,213Repayments of long-term debt
    
    
    (5,000
    )
    
    
    (5,000
    )
    
    
    (107,944
    )Exercise of stock options and warrants
    
    
    83
    
    
    
    1,777
    
    
    
    2,307Stock issuance costs
    
    
    
    
    
    
    (19
    )
    
    
    (334
    )Cash paid for financing costs
    
    
    
    
    
    
    
    
    
    
    (2,335
    )Net cash used in financing activities
    
    
    (2,128
    )
    
    
    (24,881
    )
    
    
    (44,093
    )Effect of exchange rates on cash
    
    
    (447
    )
    
    
    82
    
    
    
    155Net increase (decrease) in cash and cash equivalents
    
    
    21,101
    
    
    
    (11
    )
    
    
    (1,494
    )Cash and cash equivalents, beginning of period
    
    
    1,594
    
    
    
    1,605
    
    
    
    3,099Cash and cash equivalents, end of period
    
    $
    22,695
    
    
    $
    1,594
    
    
    $
    1,605Supplemental disclosure of cash flow informationInterest paid
    
    $
    4,531
    
    
    $
    7,503
    
    
    $
    14,300Income tax payments (refunds)
    
    $
    728
    
    
    $
    757
    
    
    $
    (5,658
    )Supplemental disclosure of non-cash investing activitiesStock issued for acquisitions
    
    $
    
    
    
    $
    10,560
    
    
    $
    
 See notes to consolidated financial statements
 43




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Notes to the Consolidated Financial Statements
 1. Description of Business
   Disclosures About
Segments of an Enterprise and Related Information
 2. Significant Accounting Policies
 Principles of Consolidation
  Cash and Cash Equivalents
  Fixed Assets
  Accounting for Costs of Computer Software Developed or Obtained for Internal Use
 Leases
  44




---



##### Table of Contents



Allowance for Doubtful Accounts
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
  Long-Lived Assets
  Fair Value of Financial Instruments
  Fair Value Measurements
 Revenue Recognition
 Revenue
Recognition in Financial Statements.
 
    
    Persuasive evidence of an arrangement exists;
    
    Ownership has transferred to the customer;
    
    The price to the customer is fixed or determinable; and
    
    Collectibility is reasonably assured.
 45




---



##### Table of Contents



Accrued Bonuses
  Commissions
  Stock-Based Compensation
 Share-Based Payment
 Self-Insurance
  46




---



##### Table of Contents



Income Taxes
   Presentation of Governmental Taxes Other Than Income Taxes
  Net Income (Loss) Per Share
    47




---



##### Table of Contents



Year endedDecember 28,
    
    December 30,
    
    December 31,2008
    
    2007
    
    2006Net income (loss) attributable to common stockholders  basic
    
    $
    (62,468
    )
    
    $
    32,161
    
    
    $
    20,354Net income (loss) attributable to unvested restricted stock holders
    
    
    (1,938
    )
    
    
    782
    
    
    
    420Net income (loss) attributable to warrant holders
    
    
    (782
    )
    
    
    406
    
    
    
    273Total net income (loss)
    
    $
    (65,188
    )
    
    $
    33,349
    
    
    $
    21,047Weighted average common shares outstanding  basic
    
    
    19,599
    
    
    
    19,255
    
    
    
    18,449Add: dilutive restricted stock, stock options and warrants
    
    
    
    
    
    
    845
    
    
    
    688Diluted weighted average common shares outstanding
    
    
    19,599
    
    
    
    20,100
    
    
    
    19,137Basic net income (loss) per common share
    
    $
    (3.19
    )
    
    $
    1.67
    
    
    $
    1.10Diluted net income (loss) per common share
    
    $
    (3.19
    )
    
    $
    1.66
    
    
    $
    1.10
  Use of Estimates
  Reclassifications
  Recent Accounting Pronouncements
  Accounting for Leases Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active
 Business Combinations
 48




---



##### Table of Contents



Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets.
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 3. Mergers and Acquisitions
     49




---



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50




---



##### Table of Contents



4. Selected Balance Sheet Components
 Accounts Receivable
  December 28,
    
    December 30,2008
    
    2007Trade receivables
    
    $
    204,532
    
    
    $
    192,011Other receivables
    
    
    997
    
    
    
    695205,529
    
    
    
    192,706Less allowance for doubtful accounts
    
    
    (3,232
    )
    
    
    (3,389
    )Accounts receivable, net
    
    $
    202,297
    
    
    $
    189,317
  Fixed Assets
  December 28,
    
    December 30,2008
    
    2007Computer hardware and software
    
    $
    58,371
    
    
    $
    53,864Furniture and equipment
    
    
    10,159
    
    
    
    7,646Leasehold improvements
    
    
    4,437
    
    
    
    1,78672,967
    
    
    
    63,296Less accumulated depreciation and amortization
    
    
    (56,371
    )
    
    
    (50,202
    )Fixed assets, net
    
    $
    16,596
    
    
    $
    13,094
  Goodwill
   51




---



##### Table of Contents



Balance as of January 1, 2006
    
    $
    156,224Adjustments to previously reported purchase price
    
    
    (1,240
    )Balance as of December 31, 2006
    
    
    154,984Adjustments to previously reported purchase price
    
    
    (3,497
    )Adjustments related to acquisitions, net
    
    
    22,673Balance as of December 30, 2007
    
    
    174,160Adjustments to previously reported purchase price
    
    
    (3,488
    )Adjustments related to acquisitions, net
    
    
    5,192Goodwill impairment
    
    
    (86,800
    )Balance as of December 28, 2008
    
    $
    89,064
  Other Intangible Assets
  December 28,
    
    December 30,
    
    Estimated2008
    
    2007
    
    Useful Life(in years)Gross carrying amount:Customer listVenturi
    
    $
    6,407
    
    
    $
    6,407
    
    
    
    5Customer listPure Solutions
    
    
    6,571
    
    
    
    6,571
    
    
    
    8Customer listPlum Rhino
    
    
    3,207
    
    
    
    3,207
    
    
    
    8Customer listTWC
    
    
    2,774
    
    
    
    
    
    
    
    5Assembled methodologyTWC
    
    
    200
    
    
    
    
    
    
    
    8Customer listASET
    
    
    2,082
    
    
    
    
    
    
    
    5Customer listSymmetry
    
    
    217
    
    
    
    
    
    
    
    521,458
    
    
    
    16,185Accumulated Amortization:Customer listVenturi
    
    
    (5,446
    )
    
    
    (4,165
    )Customer listPure Solutions
    
    
    (2,607
    )
    
    
    (1,784
    )Customer listPlum Rhino
    
    
    (635
    )
    
    
    (234
    )Customer listTWC
    
    
    (555
    )
    
    
    Assembled methodologyTWC
    
    
    (25
    )
    
    
    Customer listASET
    
    
    (208
    )
    
    
    Customer listSymmetry
    
    
    (20
    )
    
    
    (9,496
    )
    
    
    (6,183
    )Total other intangible assets, net
    
    $
    11,962
    
    
    $
    10,002
   2009
    
    $
    3,2242010
    
    
    2,2642011
    
    
    2,2622012
    
    
    2,2642013
    
    
    1,324Thereafter
    
    
    624$
    11,962
 52




---



##### Table of Contents



Restructuring Costs
   Employeeseverance
    
    Lease costs
    
    TotalBalance as of January 1, 2006
    
    $
    512
    
    
    $
    2,463
    
    
    $
    2,975Adjustments
    
    
    
    
    
    
    (626
    )
    
    
    (626
    )Charges
    
    
    
    
    
    
    
    
    
    
    Cash payments
    
    
    (512
    )
    
    
    (760
    )
    
    
    (1,272
    )Balance as of December 31, 2006
    
    
    
    
    
    
    1,077
    
    
    
    1,077Adjustments
    
    
    
    
    
    
    
    
    
    
    Charges
    
    
    
    
    
    
    
    
    
    
    Cash payments
    
    
    
    
    
    
    (722
    )
    
    
    (722
    )Balance as of December 30, 2007
    
    
    
    
    
    
    355
    
    
    
    355Adjustments
    
    
    
    
    
    
    
    
    
    
    Charges
    
    
    453
    
    
    
    64
    
    
    
    517Cash payments
    
    
    (41
    )
    
    
    (177
    )
    
    
    (218
    )Balance as of December 28, 2008
    
    $
    412
    
    
    $
    242
    
    
    $
    654
  5. Long-Term Debt
  December 28,
    
    December 30,2008
    
    2007Debt outstanding under credit facilities:Revolver
    
    $
    69,692
    
    
    $
    66,903Senior term loan
    
    
    
    
    
    
    5,00069,692
    
    
    
    71,903Less current maturities
    
    
    
    
    
    
    5,000Total long-term debt
    
    $
    69,692
    
    
    $
    66,903
 Credit Facilities
   53




---



##### Table of Contents




    
    incur additional indebtedness;
    
    repurchase shares;
    
    declare or pay dividends and other distributions;
 54




---



##### Table of Contents




    
    incur liens;
    
    make capital expenditures;
    
    make certain investments or acquisitions;
    
    repay debt; and
    
    dispose of property.
    2009
    
    $
    2010
    
    
    69,6922011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total long-term debt
    
    $
    69,692
 6. Income Taxes
  Year EndedDecember 28,
    
    December 30,
    
    December 31,2008
    
    2007
    
    2006Current:Federal
    
    $
    280
    
    
    $
    300
    
    
    $
    (5,799
    )State
    
    
    1,035
    
    
    
    254
    
    
    
    12Foreign
    
    
    13
    
    
    
    113
    
    
    
    103Total current
    
    
    1,328
    
    
    
    667
    
    
    
    (5,684
    )Deferred:Federal
    
    
    3,330
    
    
    
    2,047
    
    
    
    969State
    
    
    (4
    )
    
    
    (435
    )
    
    
    (52
    )Total deferred
    
    
    3,326
    
    
    
    1,612
    
    
    
    917Total provision (benefit) for income taxes
    
    $
    4,654
    
    
    $
    2,279
    
    
    $
    (4,767
    )
 55




---



##### Table of Contents



Year EndedDecember 28,
    
    December 30,
    
    December 31,2008
    
    2007
    
    2006Income tax expense computed at the federal statutory income tax rate
    
    $
    (21,187
    )
    
    $
    12,470
    
    
    $
    5,698State income tax expense net of federal benefit
    
    
    (1,192
    )
    
    
    988
    
    
    
    1,240Effect of permanent differences
    
    
    11,733
    
    
    
    518
    
    
    
    803Tax benefit allocated to goodwill
    
    
    3,326
    
    
    
    2,303
    
    
    
    1,103Effect of increase (decrease) in valuation allowance
    
    
    11,682
    
    
    
    (13,884
    )
    
    
    (13,566
    )Other
    
    
    292
    
    
    
    (116
    )
    
    
    (45
    )Total provision (benefit) for income taxes
    
    $
    4,654
    
    
    $
    2,279
    
    
    $
    (4,767
    )
 Accounting for Income Taxes
     56




---



##### Table of Contents



December 28,
    
    December 30,2008
    
    2007Net current asset
    
    $
    
    
    
    $
    Net noncurrent asset
    
    
    862
    
    
    
    881Net noncurrent liability
    
    
    
    
    
    
    Net deferred tax assets
    
    $
    862
    
    
    $
    881
  December 28,
    
    December 30,2008
    
    2007Gross deferred tax assets:Goodwill and other intangibles
    
    $
    21,856
    
    
    $
    7,945Accrued expenses and other reserves
    
    
    1,257
    
    
    
    1,624Bad debt allowances
    
    
    1,035
    
    
    
    1,215Accrued benefits
    
    
    1,109
    
    
    
    1,326Net operating loss carryforwards
    
    
    40,267
    
    
    
    45,005Other
    
    
    1,143
    
    
    
    734Total gross deferred tax assets
    
    
    66,667
    
    
    
    57,849Valuation allowance
    
    
    (63,349
    )
    
    
    (53,785
    )Total net deferred tax assets
    
    
    3,318
    
    
    
    4,064Deferred tax liabilities:Depreciation expense and property basis differences
    
    
    (2,456
    )
    
    
    (3,183
    )Total deferred tax liabilities
    
    
    (2,456
    )
    
    
    (3,183
    )Net deferred tax assets
    
    $
    862
    
    
    $
    881
  December 28,
    
    December 30,
    
    December 31,2008
    
    2007
    
    2006Balance at beginning of period
    
    $
    53,785
    
    
    $
    72,381
    
    
    $
    84,383Additions
    
    
    11,682
    
    
    
    
    
    
    
    Deductions
    
    
    
    
    
    
    (13,884
    )
    
    
    (13,566
    )Adjustments
    
    
    (2,118
    )
    
    
    (4,712
    )
    
    
    1,564Balance at end of period
    
    $
    63,349
    
    
    $
    53,785
    
    
    $
    72,381
   57




---



##### Table of Contents



Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109
  Commitments and Contingencies
   2009
    
    $
    8,1402010
    
    
    6,5172011
    
    
    5,4512012
    
    
    4,5632013
    
    
    3,906Thereafter
    
    
    7,79936,376Sublease income
    
    
    (4,125
    )$
    32,251
   58




---



##### Table of Contents



8. Defined Contribution Plan
     9. Stockholders Equity
 Common Stock
   Warrants
  59




---



##### Table of Contents



Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock
 10. Stock Compensation Plans
  Plan Descriptions
     60




---



##### Table of Contents



Stock Options
  Weighted-Average1995
    
    2003
    
    2004
    
    
    
    
    
    Exercise PricePlan
    
    Equity Plan
    
    Equity Plan
    
    Total
    
    Per ShareOutstanding at January 1, 2006
    
    
    2,873
    
    
    
    643,400
    
    
    
    334,507
    
    
    
    980,780
    
    
    $
    9.40Granted
    
    
    
    
    
    
    
    
    
    
    256,000
    
    
    
    256,000
    
    
    $
    11.07Exercised
    
    
    
    
    
    
    (100,202
    )
    
    
    (107,416
    )
    
    
    (207,618
    )
    
    $
    8.33Forfeited
    
    
    (760
    )
    
    
    (3,000
    )
    
    
    (47,507
    )
    
    
    (51,267
    )
    
    $
    10.95Outstanding at December 31, 2006
    
    
    2,113
    
    
    
    540,198
    
    
    
    435,584
    
    
    
    977,895
    
    
    $
    9.98Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    (95,198
    )
    
    
    (90,485
    )
    
    
    (185,683
    )
    
    $
    9.46Forfeited
    
    
    (863
    )
    
    
    
    
    
    
    (14,833
    )
    
    
    (15,696
    )
    
    $
    27.54Outstanding at December 30, 2007
    
    
    1,250
    
    
    
    445,000
    
    
    
    330,266
    
    
    
    776,516
    
    
    $
    9.75Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (8,200
    )
    
    
    (8,200
    )
    
    $
    8.55Forfeited
    
    
    (527
    )
    
    
    (1,387
    )
    
    
    (18,336
    )
    
    
    (20,250
    )
    
    $
    17.94Outstanding at December 28, 2008
    
    
    723
    
    
    
    443,613
    
    
    
    303,730
    
    
    
    748,066
    
    
    $
    9.54Exercisable at December 28, 2008
    
    
    723
    
    
    
    411,656
    
    
    
    235,064
    
    
    
    647,443
    
    
    $
    9.43Available for issuance at December 28, 2008
    
    
    
    
    
    
    54,422
    
    
    
    524,733
    
    
    
    579,155
  Options Outstanding
    
    Options ExercisableWeighted Average
    
    Weighted Average
    
    
    
    
    
    Weighted AverageContractual Years
    
    Exercise Price per
    
    
    
    
    
    Exercise Price perRange of Exercise Prices
    
    Options Outstanding
    
    Remaining
    
    Share
    
    Options Exercisable
    
    Share$7.80
    
    
    219,000
    
    
    
    4.30
    
    
    $
    7.80
    
    
    
    219,000
    
    
    $
    7.80$8.55 to $8.88
    
    
    225,348
    
    
    
    5.71
    
    
    $
    8.56
    
    
    
    193,391
    
    
    $
    8.57$11.05 to $11.98
    
    
    302,995
    
    
    
    5.90
    
    
    $
    11.32
    
    
    
    234,329
    
    
    $
    11.39$63.25 to $132.75
    
    
    723
    
    
    
    1.11
    
    
    $
    100.64
    
    
    
    723
    
    
    $
    100.64$7.80 to $132.75
    
    
    748,066
    
    
    
    5.37
    
    
    $
    9.54
    
    
    
    647,443
    
    
    $
    9.43
  61




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##### Table of Contents



2008
    
    2007
    
    2006Expected life (in years)
    
    
    6.0
    
    
    
    6.0
    
    
    
    6.0Risk-free interest rate
    
    
    3.000
    %
    
    
    4.750
    %
    
    
    4.375
    %Expected volatility
    
    
    55.6
    %
    
    
    46.8
    %
    
    
    45.0
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Weighted average fair value of options granted or modified
    
    $
    6.31
    
    
    $
    17.29
    
    
    $
    5.47
   Restricted Stock Awards
  62




---



##### Table of Contents



WeightedAverageGrant DateShares
    
    Fair ValueNonvested balance at January 1, 2006
    
    
    312,410
    
    
    $
    11.20Granted
    
    
    578,659
    
    
    $
    10.44Vested
    
    
    (279,468
    )
    
    $
    4.13Forfeited
    
    
    (258,051
    )
    
    $
    4.64Nonvested balance at December 31, 2006
    
    
    353,550
    
    
    $
    15.56Granted
    
    
    244,000
    
    
    $
    21.70Vested
    
    
    (87,748
    )
    
    $
    16.63Forfeited
    
    
    (19,167
    )
    
    $
    13.09Nonvested balance at December 30, 2007
    
    
    490,635
    
    
    $
    18.34Granted
    
    
    342,878
    
    
    $
    11.09Vested
    
    
    (147,227
    )
    
    $
    17.35Forfeited
    
    
    (79,443
    )
    
    $
    17.30Nonvested balance at December 28, 2008
    
    
    606,843
    
    
    $
    14.62
    63




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11. Related Party Transactions
     64




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##### Table of Contents



12. Staff Accounting Bulletin No. 108
 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements
 13. Executive Officer Resignations
     65




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##### Table of Contents



14. Summary of Quarterly Financial Information (Unaudited)
  2008First
    
    
    Second
    
    
    Third
    
    
    FourthRevenues from services
    
    $
    183,383
    
    
    $
    184,064
    
    
    $
    183,663
    
    
    $
    175,998Costs of services
    
    
    138,727
    
    
    
    139,232
    
    
    
    138,483
    
    
    
    133,747Gross profit
    
    
    44,656
    
    
    
    44,832
    
    
    
    45,180
    
    
    
    42,251Operating costs and expensesSelling, general and administrative expenses
    
    
    34,764
    
    
    
    34,291
    
    
    
    34,579
    
    
    
    33,014Restructuring costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    637Depreciation and amortization
    
    
    1,820
    
    
    
    1,898
    
    
    
    2,185
    
    
    
    2,212Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,80036,584
    
    
    
    36,189
    
    
    
    36,764
    
    
    
    122,663Income (loss) from operations
    
    
    8,072
    
    
    
    8,643
    
    
    
    8,416
    
    
    
    (80,412
    )Interest expense, net
    
    
    1,603
    
    
    
    1,279
    
    
    
    1,224
    
    
    
    1,351Other expense (income), net
    
    
    (53
    )
    
    
    (172
    )
    
    
    40
    
    
    
    (19
    )Income (loss) before income taxes
    
    
    6,522
    
    
    
    7,536
    
    
    
    7,152
    
    
    
    (81,744
    )Income tax expense
    
    
    1,418
    
    
    
    1,324
    
    
    
    1,105
    
    
    
    807Net income (loss)
    
    $
    5,104
    
    
    $
    6,212
    
    
    $
    6,047
    
    
    $
    (82,551
    )Basic net income (loss) per share
    
    $
    0.25
    
    
    $
    0.31
    
    
    $
    0.30
    
    
    $
    (4.03
    )Diluted net income (loss) per share
    
    $
    0.25
    
    
    $
    0.30
    
    
    $
    0.30
    
    
    $
    (4.03
    )Basic weighted average shares outstanding
    
    
    19,579
    
    
    
    19,592
    
    
    
    19,612
    
    
    
    19,614Diluted weighted average shares outstanding
    
    
    20,617
    
    
    
    20,636
    
    
    
    20,455
    
    
    
    19,614
 2007First
    
    
    Second
    
    
    Third
    
    
    FourthRevenues from services
    
    $
    186,208
    
    
    $
    186,602
    
    
    $
    187,195
    
    
    $
    183,260Costs of services
    
    
    141,207
    
    
    
    139,768
    
    
    
    139,945
    
    
    
    137,154Gross profit
    
    
    45,001
    
    
    
    46,834
    
    
    
    47,250
    
    
    
    46,106Operating costs and expensesSelling, general and administrative expenses
    
    
    35,421
    
    
    
    33,140
    
    
    
    33,064
    
    
    
    33,798Depreciation and amortization
    
    
    1,458
    
    
    
    1,589
    
    
    
    1,653
    
    
    
    1,72636,879
    
    
    
    34,729
    
    
    
    34,717
    
    
    
    35,524Income from operations
    
    
    8,122
    
    
    
    12,105
    
    
    
    12,533
    
    
    
    10,582Interest expense, net
    
    
    2,420
    
    
    
    2,296
    
    
    
    1,993
    
    
    
    1,541Other income, net
    
    
    (228
    )
    
    
    (223
    )
    
    
    (18
    )
    
    
    (67
    )Income before income taxes
    
    
    5,930
    
    
    
    10,032
    
    
    
    10,558
    
    
    
    9,108Income tax expense
    
    
    448
    
    
    
    460
    
    
    
    941
    
    
    
    430Net income
    
    $
    5,482
    
    
    $
    9,572
    
    
    $
    9,617
    
    
    $
    8,678Basic net income per share
    
    $
    0.28
    
    
    $
    0.48
    
    
    $
    0.48
    
    
    $
    0.43Diluted net income per share
    
    $
    0.28
    
    
    $
    0.47
    
    
    $
    0.48
    
    
    $
    0.43Basic weighted average shares outstanding
    
    
    18,845
    
    
    
    19,243
    
    
    
    19,459
    
    
    
    19,474Diluted weighted average shares outstanding
    
    
    19,754
    
    
    
    20,195
    
    
    
    20,118
    
    
    
    20,392
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  66




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ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
   Internal ControlIntegrated Framework Internal ControlIntegrated Framework,
 /s/ Larry L. Enterline
    
    
    
    /s/ Amy BobbittLarry L. Enterline
Chief Executive Officer
March 11, 2009
    
    
    
    Amy Bobbitt
Senior Vice President and Chief Accounting Officer
March 11, 2009
 67




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 Board of Directors and Stockholders  COMSYS IT Partners, Inc. and Subsidiaries
        
 
 ITEM 9B. OTHER INFORMATION
  68




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this Annual Report on Form 10-K:
 1.
    
    Financial Statements:Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsYears ended December 28, 2008 and December 30, 2007Consolidated Statements of OperationsYears ended December 28, 2008, December 30, 2007 and
December 31, 2006Consolidated Statements of Comprehensive Income (Loss)Years ended December 28, 2008,
December 30, 2007 and December 31, 2006Consolidated Statements of Stockholders EquityYears ended December 28, 2008, December 30,
2007 and December 31, 2006Consolidated Statements of Cash FlowsYears ended December 28, 2008, December 30, 2007 and December 31, 2006Notes to Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm2.
    
    Financial Statement Schedules: Schedules not filed herewith are either not applicable,
the information is not material or the information is set forth in the Consolidated
Financial Statements or notes thereto.3.
    
    Exhibits: The exhibits identified in the accompanying Exhibit Index are filed with
this report or incorporated herein by reference. Exhibits designated with an * are
attached. Exhibits designated with a + are identified as management contracts or
compensatory plans or arrangements. Exhibits previously filed as indicated below are
incorporated by reference.
 69




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##### Table of Contents



SIGNATURES
  Date: March 11, 2009
    COMSYS IT PARTNERS, INC.By:
    /s/ Amy BobbittName:
    Amy BobbittTitle:
    Senior Vice President and Chief Accounting Officer POWER OF ATTORNEY
   /s/ Larry L. Enterline

Larry L. Enterline
    
    Chief Executive Officer and Director
(principal executive officer)/s/ Amy Bobbitt

Amy Bobbitt
    
    Senior Vice President and Chief
Accounting Officer
(principal financial and accounting officer)/s/ Frederick W. Eubank II

Frederick W. Eubank II
    
    Director/s/ Courtney R. McCarthy

Courtney R. McCarthy
    
    DirectorVictor E. Mandel
    
    Director/s/ Robert Z. Hensley

Robert Z. Hensley
    
    Director/s/ Robert Fotsch

Robert Fotsch
    
    DirectorElias J. Sabo
    
    Director
 70




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date3.1
    
    Amended and Restated Certificate of Incorporation of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    October 4, 20043.2
    
    Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.2
    
    
    October 4, 20043.3
    
    First Amendment to the Amended and Restated Bylaws of COMSYS IT Partners, Inc.
    
    8-K
    
    
    3.1
    
    
    May 4, 20054.1
    
    Registration Rights Agreement, dated as of September 30, 2004, between COMSYS
IT Partners, Inc. and certain of the old COMSYS Holdings stockholders party
thereto
    
    8-A/A
    
    
    4.2
    
    
    November 2, 20044.2
    
    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
    
    10-Q
    
    
    4.2
    
    
    May 6, 20054.3
    
    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
    
    8-A/A
    
    
    4.3
    
    
    November 2, 20044.4
    
    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
    
    10-Q
    
    
    4.4
    
    
    May 6, 20054.7#
    
    Common Stock Purchase Warrant dated as of April 14, 2003, issued by the
Company in favor of BNP Paribas
    
    8-K
    
    
    99.16
    
    
    April 25, 20034.8
    
    Specimen Certificate for Shares of Common Stock
    
    10-K
    
    
    4.6
    
    
    April 1, 200510.1
    
    Credit Agreement dated as of December 14, 2005, 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
    
    8-K
    
    
    10.1
    
    
    December 15, 200510.1a
    
    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
    
    8-K
    
    
    10.1
    
    
    September 15, 200610.1b
    
    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
    
    8-K
    
    
    10.2
    
    
    September 15, 200610.1c
    
    Consent and Third Amendment to Credit Agreement, dated as of December 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
    
    8-K
    
    
    10.1
    
    
    December 18, 200610.1d
    
    Consent and Fourth Amendment to Credit Agreement, dated as of March 15, 2007,
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
    
    10-Q
    
    
    10.1
    
    
    May 9, 2007
 71




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Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date10.1e
    
    Consent and Fifth Amendment to Credit Agreement, dated as of May 31, 2007,
among COMSYS Services LLC, COMSYS Information Technology Services, Inc.
and Pure Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI LLC,
COMSYS IT Canada, Inc. and Econometrix, 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,
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
    
    10-Q
    
    
    10.1
    
    
    August 10, 200710.1f
    
    Consent and Sixth Amendment to Credit Agreement, dated as of December 12,
2007, among COMSYS Services LLC, COMSYS Information Technology Services,
Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT Partners, Inc., PFI
LLC, COMSYS IT Canada, Inc., Econometrix, LLC, and Plum Rhino Consulting,
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, 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
    
    10-K
    
    
    10.1f
    
    
    March 12, 200810.1g
    
    Consent and Seventh Amendment to Credit Agreement, dated as of December
19, 2007, among COMSYS Services LLC, COMSYS Information Technology
Services, Inc. and Pure Solutions, Inc., as borrowers, COMSYS IT Partners,
Inc., PFI LLC, COMSYS IT Canada, Inc., Econometrix, LLC, and Plum Rhino
Consulting, 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, 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
    
    10-K
    
    
    10.1g
    
    
    March 12, 200810.1h
    
    Consent and Eighth Amendment to Credit Agreement, dated as of June 13,
2008, among COMSYS Services LLC, COMSYS Information Technology Services,
Inc., Pure Solutions, Inc., Plum Rhino Consulting, LLC, Praeos
Technologies, LLC, and TWC Group Consulting, LLC, as borrowers, COMSYS IT
Partners, Inc., PFI LLC, COMSYS IT Canada, Inc., Econometrix, LLC, , as
guarantors, COMSYS Services LLC, acting in its capacity as borrowing agent
and funds administrator for the borrowers, GE Business Financial Services,
Inc., 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
    
    10-Q
    
    
    10.1
    
    
    August 6, 200810.5
    
    Guaranty, dated as of December 14, 2005, among COMSYS IT Partners, Inc.
and PFI LLC, as guarantors, in favor of Merrill Lynch Capital, in its
capacity as administrative agent
    
    8-K
    
    
    10.2
    
    
    December 15, 200510.6
    
    Guaranty, dated as of June 15, 2006, by COMSYS IT Canada, Inc. in favor of
Merrill Lynch Capital, in its capacity as administrative agent
    
    8-K
    
    
    10.3
    
    
    September 15, 200610.7+
    
    2004 Stock Incentive Plan, as Amended and Restated Effective April 13, 2007
    
    Proxy Statement
    
    Appendix A
    
    April 17, 200710.8+
    
    2003 Equity Incentive Plan
    
    Proxy Statement
    
    Annex C
    
    June 24, 200310.9+
    
    Old COMSYS 2004 Management Incentive Plan
    
    10-K
    
    
    10.10
    
    
    April 1, 200510.10+*
    
    Second Amended and Restated Employment Agreement dated January 1, 2009,
between COMSYS IT Partners, Inc. and Michael H. Barker10.11+*
    
    First Amended and Restated Employment Agreement dated January 1, 2009,
between COMSYS IT Partners, Inc. and Amy Bobbitt
 72




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Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date10.12+*
    
    First Amended and Restated Employment Agreement dated January 1,
2009, between COMSYS IT Partners, Inc. and Ken R. Bramlett, Jr.10.13+*
    
    First Amended and Restated Employment Agreement dated January 1,
2009, between COMSYS IT Partners, Inc. and Larry L. Enterline10.14+*
    
    Second Amended and Restated Employment Agreement dated January
1, 2009, between COMSYS IT Partners, Inc. and David L. Kerr10.25+
    
    Form of Indemnification Agreement between COMSYS IT Partners,
Inc. and each of the Companys directors and executive officers
    
    8-K
    
    
    10.1
    
    
    May 4, 200514.1
    
    Code of Business Conducts and Ethics for COMSYS IT Partners, Inc.
    
    8-K
    
    
    14.1
    
    
    May 4, 200521.1*
    
    List of Subsidiaries of the Company23.1*
    
    Consent of Independent Registered Public Accounting Firm24.1*
    
    Power of Attorney (included on signature page)31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Accounting Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200232*
    
    Certification of Chief Executive Officer and Chief Accounting
Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 
 #
    
    This exhibit is substantially identical to Common Stock Purchase Warrants issued by the Company
on the same date to each of Bank of America, N.A. and Bank One, N.A., and to Common Stock Purchase
Warrants, reflecting a transfer of a portion of such Common Stock Purchase Warrants, issued by the
Company (i) as of the same date to each of Inland Partners, L.P., Links Partners L.P.,
MatlinPatterson Global Opportunities Partners L.P. and R2 Investments, LDC and (ii) on August 6,
2003 to Mellon HBV SPV LLC. 73