##### Table of Contents



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 30, 2007.
 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
 þ
  Large Accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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
    
    
    17Item 2.
    
    Properties
    
    
    17Item 3.
    
    Legal Proceedings
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    18Item 6.
    
    Selected Financial Data
    
    
    18Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 8.
    
    Financial Statements and Supplementary Data
    
    
    33Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    59Item 9A.
    
    Controls and Procedures
    
    
    60Item 9B.
    
    Other Information
    
    
    61PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    62Item 11.
    
    Executive Compensation
    
    
    62Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    62Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    62Item 14.
    
    Principal Accounting Fees and Services
    
    
    62PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    62Signatures
    
    
    63EX-10.1FEX-10.1GEX-10.26EX-21.1EX-23.1EX-31.1EX-31.2EX-32




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    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;
    
    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;
    
    our ability to maintain existing client relationships and attract new clients in the
context of changing economic or competitive conditions;
    
    the financial stability of our customers and other business partners and their
ability to pay their outstanding obligations;
    
    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 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 in an uncertain economic environment of increased incidences of employment
disputes, employment litigation and workers compensation claims;
    
    the risk that cost cutting or restructuring activities could cause an adverse impact
on certain of our operations;
    
    economic declines that affect our business, including our profitability, liquidity
or the ability to comply with applicable loan covenants;
    
    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;
    
    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
  
    
    our extensive recruiting channels, providing our clients ready access to
highly-skilled and specialized IT professionals, often within 48 hours of submitting a
placement 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.
   
    
    vendor management, in which we assist our clients in quantifying, consolidating,
rationalizing and monitoring their procurement of temporary staffing and other services
from multiple suppliers;
    
    project solutions, including custom software development and maintenance, packaged
software development and network design and management;
    
    recruitment and permanent placement of IT professionals; and
    
    business intelligence solutions, transforming enterprise data into meaningful
information aligning key performance indicators with strategic goals and objectives.
    2




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Our History
    Services
  IT Staffing Services
    Business Process Outsourcing
 Vendor Management Services.
 3




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SM SM
 Project Solutions.
 Recruitment Process Outsourcing.
 Permanent Placement
  Industry Overview
    4




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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.
 Scalable Infrastructure.
 5




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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.
 Expand Our Geographic Presence.
 6




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Sales and Marketing
  
    
    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
 ® SM
 Seasonality
  8




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Available Information
  EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionLarry L. Enterline
    
    
    55
    
    
    Chief Executive OfficerMichael H. Barker
    
    
    53
    
    
    Executive Vice President and Chief Operating OfficerKen R. Bramlett, Jr.
    
    
    48
    
    
    Senior Vice President, General Counsel and Corporate SecretaryDavid L. Kerr
    
    
    55
    
    
    Senior Vice PresidentCorporate DevelopmentAmy Bobbitt
    
    
    46
    
    
    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
 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.
  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 profitability will suffer if we are not able to maintain current levels of billable hours and
bill rates and control our costs.
   
    
    our clients perception of our ability to add value through our services;
    
    competition, including pricing policies of our competitors; and
    
    general economic conditions.
 10




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
    
    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 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.
  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 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.
  11




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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.
  Additional government regulation and rising health care and unemployment insurance costs and taxes
could have a material adverse effect on our business, operating results and financial condition.
   12




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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 broadbased offshore strategy may adversely impact our
revenue growth and profitability.
  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 or
outlook.
  Goodwill and
Other Intangible Assets
 Adverse results in tax audits could require significant cash expenditures or expose us to
unforeseen liabilities.
  13




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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.
  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.
  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.
  14




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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.
   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.
  15




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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.
 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.
  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.
 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.
  16




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Our certificate of incorporation contains certain provisions that could discourage an acquisition
or change of control of COMSYS.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  17




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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
    
    Low2006First Quarter
    
    $
    12.50
    
    
    $
    10.05Second Quarter
    
    
    15.64
    
    
    
    9.82Third Quarter
    
    
    19.25
    
    
    
    12.82Fourth Quarter
    
    
    21.85
    
    
    
    16.812007First Quarter
    
    $
    23.00
    
    
    $
    18.77Second Quarter
    
    
    25.36
    
    
    
    19.13Third Quarter
    
    
    23.22
    
    
    
    14.63Fourth Quarter
    
    
    18.95
    
    
    
    11.60
  Dividend Policy
   
 ITEM 6. SELECTED FINANCIAL DATA
    18




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Year EndedDecember 30,
    
    December 31,
    
    January 1,
    
    January 2,
    
    December 31,(In thousands, except per share data)
    
    2007(1)
    
    2006(1)
    
    2006(1)
    
    2005(1)
    
    2003Consolidated Statements of Operations Data:Revenues from services
    
    $
    743,265
    
    
    $
    736,645
    
    
    $
    661,657
    
    
    $
    437,013
    
    
    $
    332,850Cost of services
    
    
    558,074
    
    
    
    557,598
    
    
    
    505,233
    
    
    
    331,474
    
    
    
    251,501Gross profit
    
    
    185,191
    
    
    
    179,047
    
    
    
    156,424
    
    
    
    105,539
    
    
    
    81,349Operating costs and expenses:Selling, general and administrative
    
    
    135,423
    
    
    
    135,651
    
    
    
    120,357
    
    
    
    86,376
    
    
    
    63,881Restructuring and integration costs
    
    
    
    
    
    
    
    
    
    
    4,780
    
    
    
    10,322
    
    
    
    854Depreciation and amortization
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067
    
    
    
    14,564
    
    
    
    15,870141,849
    
    
    
    144,368
    
    
    
    134,204
    
    
    
    111,262
    
    
    
    80,605Operating income (loss)
    
    
    43,342
    
    
    
    34,679
    
    
    
    22,220
    
    
    
    (5,723
    )
    
    
    744Interest expense and other expenses, net(2)
    
    
    7,714
    
    
    
    15,208
    
    
    
    17,061
    
    
    
    51,848
    
    
    
    37,234Loss on early extinguishment of debt
    
    
    
    
    
    
    3,191
    
    
    
    2,227
    
    
    
    2,986
    
    
    
    Income tax expense (benefit)
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    783
    
    
    
    (5,402
    )
    
    
    760Net income (loss) before dividends
    
    
    33,349
    
    
    
    21,047
    
    
    
    2,149
    
    
    
    (55,155
    )
    
    
    (37,250
    )Preferred stock dividends and accretion(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,240
    )Net income (loss)
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149
    
    
    $
    (55,155
    )
    
    $
    (56,490
    )Basic earnings (loss) per common share(3)
    
    $
    1.67
    
    
    $
    1.10
    
    
    $
    0.14
    
    
    $
    (14.20
    )
    
    $
    (23,153.48
    )Diluted earnings (loss) per common share(3)
    
    $
    1.66
    
    
    $
    1.10
    
    
    $
    0.14
    
    
    $
    (14.20
    )
    
    $
    (23,153.48
    )Weighted average basic and diluted shares outstanding(3):Basic
    
    
    19,255
    
    
    
    18,449
    
    
    
    15,492
    
    
    
    3,884
    
    
    
    2.4Diluted
    
    
    20,100
    
    
    
    19,137
    
    
    
    15,809
    
    
    
    3,884
    
    
    
    2.4
 As
ofDecember 30,
    
    December 31,
    
    January 1,
    
    January 2,
    
    December 31,(In thousands)
    
    2007(1)
    
    2006(1)
    
    2006(1)
    
    2005(1)
    
    2003Consolidated Balance Sheets Data:Total assets(2)
    
    $
    402,469
    
    
    $
    375,034
    
    
    $
    366,921
    
    
    $
    322,481
    
    
    $
    168,119Mandatorily redeemable preferred stock, redeemable
common stock and warrant liability(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,314
    
    
    
    360,721Other debt, including current maturities
    
    
    71,903
    
    
    
    98,542
    
    
    
    142,273
    
    
    
    140,123
    
    
    
    111,706Stockholders equity (deficit)(2)
    
    
    144,632
    
    
    
    94,770
    
    
    
    71,096
    
    
    
    36,025
    
    
    
    (373,180
    )
 
 (1)
    
    Historically, Old COMSYS fiscal year ended on December 31st, while Venturis
fiscal year ended on the Sunday closest to December 31st. In connection with the
merger, we adopted Venturis fiscal year-end. Accordingly, our fiscal year-ends for 2007,
2006, 2005 and 2004 were December 30, 2007, December 31, 2006, January 1, 2006, and January 2,
2005, respectively.(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 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.(3)
    
    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. 19




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with the consolidated
financial statements and related notes appearing elsewhere in this report. 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 Risk Factors, Cautionary Note Regarding Forward-Looking Statements and
elsewhere in this report. The historical data presented below is not indicative of future results.
 Our Business
   
    
    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.
     20




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st st
 Overview of 2007 Results
       2008 Outlook
  21




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Results of Operations
  Year Ended
    
    Percent ChangeDecember 30,
    
    December 31,
    
    January 1,
    
    December 30,
    
    December 31,
    
    January 1,
    
    2007 vs
    
    2006 vs2007
    
    2006
    
    2006
    
    2007
    
    2006
    
    2006
    
    2006
    
    2005Revenues from services
    
    $
    743,265
    
    
    $
    736,645
    
    
    $
    661,657
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    0.9
    %
    
    
    11.3
    %Cost of services
    
    
    558,074
    
    
    
    557,598
    
    
    
    505,233
    
    
    
    75.1
    
    
    
    75.7
    
    
    
    76.4
    
    
    
    0.1
    %
    
    
    10.4
    %Gross profit
    
    
    185,191
    
    
    
    179,047
    
    
    
    156,424
    
    
    
    24.9
    
    
    
    24.3
    
    
    
    23.6
    
    
    
    3.4
    %
    
    
    14.5
    %Operating costs and expenses:Selling, general and administrative
    
    
    135,423
    
    
    
    135,651
    
    
    
    120,357
    
    
    
    18.2
    
    
    
    18.4
    
    
    
    18.1
    
    
    
    -0.2
    %
    
    
    12.7
    %Restructuring and integration costs
    
    
    
    
    
    
    
    
    
    
    4,780
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    N/A
    
    
    
    -100.0
    %Depreciation and amortization
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067
    
    
    
    0.9
    
    
    
    1.2
    
    
    
    1.4
    
    
    
    -26.3
    %
    
    
    -3.9
    %141,849
    
    
    
    144,368
    
    
    
    134,204
    
    
    
    19.1
    
    
    
    19.6
    
    
    
    20.2
    
    
    
    -1.7
    %
    
    
    7.6
    %Operating income
    
    
    43,342
    
    
    
    34,679
    
    
    
    22,220
    
    
    
    5.8
    
    
    
    4.7
    
    
    
    3.4
    
    
    
    25.0
    %
    
    
    56.1
    %Interest expense, net
    
    
    8,250
    
    
    
    15,518
    
    
    
    17,262
    
    
    
    1.0
    
    
    
    2.1
    
    
    
    2.7
    
    
    
    -46.8
    %
    
    
    -10.1
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    3,191
    
    
    
    2,227
    
    
    
    
    
    
    
    0.4
    
    
    
    0.3
    
    
    -
    100.0
    %
    
    
    43.3
    %Other income, net
    
    
    (536
    )
    
    
    (310
    )
    
    
    (201
    )
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    72.9
    %
    
    
    54.2
    %Income before income taxes
    
    
    35,628
    
    
    
    16,280
    
    
    
    2,932
    
    
    
    4.8
    
    
    
    2.2
    
    
    
    0.4
    
    
    
    118.8
    %
    
    
    455.3
    %Income tax expense (benefit)
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    783
    
    
    
    0.3
    
    
    
    (0.7
    )
    
    
    0.1
    
    
    -
    147.8
    %
    
    
    -708.8
    %Net income
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149
    
    
    
    4.5
    %
    
    
    2.9
    %
    
    
    0.3
    %
    
    
    58.5
    %
    
    
    879.4
    %Billable headcount at end of period
    
    
    4,986
    
    
    
    4,996
    
    
    
    5,002
 Year Ended December 30, 2007, Versus Year Ended December 31, 2006
 Overview of 2007 Results
 Revenues.
 Cost of Services .
 22




---



##### Table of Contents



Selling, General and Administrative Expenses .
 Depreciation and Amortization .
 Interest Expense.
 Provision for Income Taxes . Accounting for Income
Taxes
  Year Ended December 31, 2006, Versus Year Ended January 1, 2006
  Revenues.
 23




---



##### Table of Contents



Cost of Services .
 Selling, General and Administrative Expenses .
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Share-Based Payment
 Restructuring and Integration Costs .
  Employee
    
    Leaseseverance
    
    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
    
    
    $
    1,077
 24




---



##### Table of Contents



Depreciation and Amortization .
 Interest Expense.
  Provision for Income Taxes .
 Liquidity and Capital Resources
 Overview
 Cash Flows 
 Credit Facilities and Related Covenants
    25




---



##### Table of Contents



26




---



##### Table of Contents



Debt Compliance
   Interest Rate Swap and Cap
   Equity Offering
  Secondary Offering on Behalf of Selling Stockholders
  27




---



##### Table of Contents



Cash Flows
  Year endedDecember 30,
    
    December 31,
    
    January 1,2007
    
    2006
    
    2006Net cash provided by operating activities
    
    $
    58,810
    
    
    $
    46,474
    
    
    $
    14,832Net cash used in investing activities
    
    
    (34,022
    )
    
    
    (4,030
    )
    
    
    (16,440
    )Net cash provided by (used in) financing activities
    
    
    (24,881
    )
    
    
    (44,093
    )
    
    
    4,091Effect of exchange rates on cash
    
    
    82
    
    
    
    155
    
    
    
    (94
    )Net increase (decrease) in cash
    
    
    ($11
    )
    
    
    ($1,494
    )
    
    $
    2,389
       Off-Balance Sheet Risk Disclosure
  28




---



##### Table of Contents



Contractual and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    One Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsShort- and long-term debt (1)
    
    $
    71,903
    
    
    $
    5,000
    
    
    $
    66,903
    
    
    $
    
    
    
    $
    Interest payments on short-term debt
    
    
    210
    
    
    
    210
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    29,129
    
    
    
    6,944
    
    
    
    10,588
    
    
    
    6,141
    
    
    
    5,456Deferred compensation
    
    
    1,388
    
    
    
    150
    
    
    
    300
    
    
    
    300
    
    
    
    638Total contractual cash obligations
    
    $
    102,630
    
    
    $
    12,304
    
    
    $
    77,791
    
    
    $
    6,441
    
    
    $
    6,094
 Commitment Expiration per PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanOther Commercial Commitments
    
    Total
    
    One Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLetters of Credit (2)
    
    $
    2,335
    
    
    $
    2,335
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Long-term debt obligations included in the above table consist solely of principal
repayments. 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)
    
    Letters of credit secure certain office leases and insurance programs.   Critical Accounting Policies and Estimates
   29




---



##### Table of Contents



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.
      Recoverability of Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
  30




---



##### Table of Contents



Collectibility of Accounts Receivable
  Stock-Based Compensation
    Self-Insurance
  31




---



##### Table of Contents



Accrued Bonuses
  Income Tax Assets and Liabilities
 Accounting for Income Taxes
    Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 Accounting for Income Taxes
 Recent Accounting Pronouncements
 Fair
Value Measurements
 32




---



##### 



The
Fair Value Option for Financial Assets and Financial Liabilities
 Business Combinations
 
 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
    
    
    34Consolidated Balance Sheets
    
    
    35Consolidated Statements of Operations
    
    
    36Consolidated Statements of Comprehensive Income
    
    
    37Consolidated Statements of Stockholders Equity
    
    
    38Consolidated Statements of Cash Flows
    
    
    39Notes to Consolidated Financial Statements
    
    
    40
  33




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Share-Based Payment
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year
Financial Statements
  /s/  ERNST & YOUNG LLP 
 34




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Consolidated Balance Sheets
 December 30,
    
    December 31,2007
    
    2006(In thousands, except share and par value amounts)AssetsCurrent assets:Cash
    
    $
    1,594
    
    
    $
    1,605Accounts receivable, net of allowance of $3,389 and $3,474, respectively
    
    
    189,317
    
    
    
    189,610Prepaid expenses and other
    
    
    3,153
    
    
    
    3,741Restricted cash
    
    
    3,365
    
    
    
    Total current assets
    
    
    197,429
    
    
    
    194,956Fixed assets, net
    
    
    13,094
    
    
    
    9,214Goodwill
    
    
    174,160
    
    
    
    154,984Other intangible assets, net
    
    
    10,002
    
    
    
    9,142Deferred financing costs, net
    
    
    2,044
    
    
    
    2,926Restricted cash
    
    
    4,218
    
    
    
    2,794Other assets
    
    
    1,522
    
    
    
    1,018Total assets
    
    $
    402,469
    
    
    $
    375,034Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    145,622
    
    
    $
    131,535Payroll and related taxes
    
    
    29,574
    
    
    
    32,204Current maturities of long-term debt
    
    
    5,000
    
    
    
    5,000Interest payable
    
    
    365
    
    
    
    654Other current liabilities
    
    
    7,897
    
    
    
    13,506Total current liabilities
    
    
    188,458
    
    
    
    182,899Long-term debt
    
    
    66,903
    
    
    
    93,542Other noncurrent liabilities
    
    
    2,476
    
    
    
    3,823Total liabilities
    
    
    257,837
    
    
    
    280,264Commitments 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 20,180,578 shares outstanding
in 2007; 95,000,000 shares authorized and 19,278,607 shares outstanding in 2006
    
    
    201
    
    
    
    191Common stock warrants
    
    
    1,734
    
    
    
    1,734Accumulated other comprehensive income (loss)
    
    
    57
    
    
    
    (12
    )Additional paid-in capital
    
    
    223,174
    
    
    
    206,740Accumulated deficit
    
    
    (80,534
    )
    
    
    (113,883
    )Total stockholders equity
    
    
    144,632
    
    
    
    94,770Total liabilities and stockholders equity
    
    $
    402,469
    
    
    $
    375,034
 See notes to consolidated financial statements
 35




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Consolidated Statements of Operations
 Year endedDecember 30,
    
    December 31,
    
    January 1,(In thousands, except per share amounts)
    
    2007
    
    2006
    
    2006Revenues from services
    
    $
    743,265
    
    
    $
    736,645
    
    
    $
    661,657Cost of services
    
    
    558,074
    
    
    
    557,598
    
    
    
    505,233Gross profit
    
    
    185,191
    
    
    
    179,047
    
    
    
    156,424Operating costs and expenses:Selling, general and administrative
    
    
    135,423
    
    
    
    135,651
    
    
    
    120,357Restructuring and integration costs
    
    
    
    
    
    
    
    
    
    
    4,780Depreciation and amortization
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067141,849
    
    
    
    144,368
    
    
    
    134,204Operating income
    
    
    43,342
    
    
    
    34,679
    
    
    
    22,220Interest expense, net
    
    
    8,250
    
    
    
    15,518
    
    
    
    17,262Loss on early extinguishment of debt
    
    
    
    
    
    
    3,191
    
    
    
    2,227Other income, net
    
    
    (536
    )
    
    
    (310
    )
    
    
    (201
    )Income before income taxes
    
    
    35,628
    
    
    
    16,280
    
    
    
    2,932Income tax expense (benefit)
    
    
    2,279
    
    
    
    (4,767
    )
    
    
    783Net income
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149Basic earnings per common share
    
    $
    1.67
    
    
    $
    1.10
    
    
    $
    0.14Diluted earnings per common share
    
    $
    1.66
    
    
    $
    1.10
    
    
    $
    0.14Weighted average basic and diluted shares outstanding:Basic
    
    
    19,255
    
    
    
    18,449
    
    
    
    15,492Diluted
    
    
    20,100
    
    
    
    19,137
    
    
    
    15,809
 See notes to consolidated financial statements
 36




---



##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Consolidated Statements of Comprehensive Income
 Year EndedDecember 30,
    
    December 31,
    
    January 1,2007
    
    2006
    
    2006(In thousands)Net income
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149Foreign currency translation adjustments
    
    
    69
    
    
    
    53
    
    
    
    (65
    )Total comprehensive income
    
    $
    33,418
    
    
    $
    21,100
    
    
    $
    2,084
 See notes to consolidated financial statements
 37




---



##### 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(In thousands, except share data)
    
    Stock
    
    Warrants
    
    Compensation
    
    Income (Loss)
    
    Capital
    
    Deficit
    
    EquityBalance as of January 2, 2005
    
    $
    155
    
    
    $
    5,361
    
    
    $
    (3,499
    )
    
    $
    
    
    
    $
    168,242
    
    
    $
    (134,234
    )
    
    $
    36,025Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,149
    
    
    
    2,149Foreign currency translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65
    )
    
    
    
    
    
    
    
    
    
    
    (65
    )Issuance of 3,000,000 shares of common
stock
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,680
    
    
    
    
    
    
    
    30,710Exercise of 365,274 warrants for 164,289 shares of common stock
    
    
    1
    
    
    
    (2,546
    )
    
    
    
    
    
    
    
    
    
    
    2,545
    
    
    
    
    
    
    
    Options exercised for 58,493 shares of common stock
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    526
    
    
    
    
    
    
    
    527Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,750Balance 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 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
    )
    
    $
    144,632
 See notes to consolidated financial statements
 38




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##### Table of Contents



COMSYS IT Partners, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows
 Year endedDecember 30,
    
    December 31,
    
    January 1,(In thousands)
    
    2007
    
    2006
    
    2006Cash flows from operating activitiesNet income
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    6,426
    
    
    
    8,717
    
    
    
    9,067Provision for doubtful accounts
    
    
    1,158
    
    
    
    1,860
    
    
    
    1,827Stock-based compensation
    
    
    4,547
    
    
    
    3,269
    
    
    
    1,750Loss (gain) on asset disposal
    
    
    8
    
    
    
    (60
    )
    
    
    46Amortization of deferred financing costs
    
    
    876
    
    
    
    1,049
    
    
    
    1,106Other noncash loss, net
    
    
    2,279
    
    
    
    1,418
    
    
    
    3,520Loss on early extinguishment of debt
    
    
    
    
    
    
    3,191
    
    
    
    2,227Changes in operating assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    4,260
    
    
    
    (20,706
    )
    
    
    (36,676
    )Prepaid expenses and other
    
    
    395
    
    
    
    1,188
    
    
    
    3,388Accounts payable
    
    
    13,742
    
    
    
    22,871
    
    
    
    36,016Payroll and related taxes
    
    
    (4,062
    )
    
    
    6,276
    
    
    
    (6,256
    )Other liabilities and other assets
    
    
    (4,168
    )
    
    
    (3,646
    )
    
    
    (3,332
    )Net cash provided by operating activities
    
    
    58,810
    
    
    
    46,474
    
    
    
    14,832Cash flows from investing activitiesCapital expenditures
    
    
    (3,088
    )
    
    
    (2,780
    )
    
    
    (7,584
    )Cash paid for acquisitions
    
    
    (30,934
    )
    
    
    (1,250
    )
    
    
    (8,631
    )Cash paid for other noncurrent assets
    
    
    
    
    
    
    
    
    
    
    (225
    )Net cash used in investing activities
    
    
    (34,022
    )
    
    
    (4,030
    )
    
    
    (16,440
    )Cash flows from financing activitiesBorrowings (payments) under revolving credit facility, net
    
    
    (21,639
    )
    
    
    64,213
    
    
    
    156,146Repayments of long-term debt
    
    
    (5,000
    )
    
    
    (107,944
    )
    
    
    (153,996
    )Exercise of stock options and warrants
    
    
    1,777
    
    
    
    2,307
    
    
    
    527Proceeds from issuance of common stock, net of issuance costs
    
    
    (19
    )
    
    
    (334
    )
    
    
    30,967Cash paid for financing costs
    
    
    
    
    
    
    (2,335
    )
    
    
    (2,766
    )Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    (26,787
    )Net cash provided by (used in) financing activities
    
    
    (24,881
    )
    
    
    (44,093
    )
    
    
    4,091Effect of exchange rates on cash
    
    
    82
    
    
    
    155
    
    
    
    (94
    )Net increase (decrease) in cash
    
    
    (11
    )
    
    
    (1,494
    )
    
    
    2,389Cash, beginning of period
    
    
    1,605
    
    
    
    3,099
    
    
    
    710Cash, end of period
    
    $
    1,594
    
    
    $
    1,605
    
    
    $
    3,099Supplemental disclosure of cash flow informationInterest paid
    
    $
    7,503
    
    
    $
    14,300
    
    
    $
    13,559Income tax payments (refunds)
    
    $
    757
    
    
    $
    (5,658
    )
    
    $
    81Supplemental disclosure of non-cash investing activitiesStock issued for acquisitions
    
    $
    10,560
 See
notes to consolidated financial statements
 39




---



##### 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
  40




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##### Table of Contents



Allowance for Doubtful Accounts
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
  Long-Lived Assets
  Deferred Financing Costs
  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.
     41




---



##### Table of Contents



Stock-Based Compensation
 Accounting for Stock
Issued to Employees Accounting for
Stock-Based Compensation
 Share-Based Payment
  Year Ended(In thousands, except per share data)

    
    January 1, 2006Net income as reported
    
    $
    2,149Add stock-based compensation included in reported net income, net of tax effect
    
    
    1,750Deduct stock-based compensation determined under fair value based method for
all awards, net of tax effect
    
    
    (2,468
    )Pro forma net income
    
    $
    1,431Basic and diluted net income per share, as reported
    
    $
    0.14Basic and diluted pro forma net income per share
    
    $
    0.09
 Income Taxes
   42




---



##### Table of Contents



Presentation of Governmental Taxes other than Income Taxes
  Earnings Per Share
     Year endedDecember 30,
    
    December 31,
    
    January 1,2007
    
    2006
    
    2006Net income attributable to common stockholders  basic
    
    $
    32,161
    
    
    $
    20,354
    
    
    $
    2,104Net income attributable to unvested restricted stock holders
    
    
    782
    
    
    
    420
    
    
    
    Net income attributable to warrant holders
    
    
    406
    
    
    
    273
    
    
    
    45Total net income
    
    $
    33,349
    
    
    $
    21,047
    
    
    $
    2,149Weighted average common shares outstanding  basic
    
    
    19,255
    
    
    
    18,449
    
    
    
    15,492Add: dilutive restricted stock, stock options and warrants
    
    
    845
    
    
    
    688
    
    
    
    317Diluted weighted average common shares outstanding
    
    
    20,100
    
    
    
    19,137
    
    
    
    15,809Basic earnings per common share
    
    $
    1.67
    
    
    $
    1.10
    
    
    $
    0.14Diluted earnings per common share
    
    $
    1.66
    
    
    $
    1.10
    
    
    $
    0.14
  Use of Estimates
  43




---



##### Table of Contents



Fair Value of Financial Instruments
  
    
    Cash, accounts receivable, restricted cash, accounts payable and payroll and related
taxesThe carrying amounts of these instruments approximate fair value due to the
short-term maturity of these instruments.
    
    Revolving line of credit, senior term loan and interest payableThe carrying value of
borrowings under the revolving line of credit and senior term loan as well as the related
interest payable approximate fair value because the interest rates are variable and based
on current market rates.
 Reclassifications
  Recent Accounting Pronouncements
 Fair
Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Business Combinations
 3. Mergers and Acquisitions
   44




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##### Table of Contents



4. Balance Sheet Components
 Fixed Assets
  December 30,
    
    December 31,2007
    
    2006Computer hardware and software
    
    $
    53,864
    
    
    $
    46,102Furniture and equipment
    
    
    7,646
    
    
    
    7,839Leasehold improvements
    
    
    1,786
    
    
    
    1,92763,296
    
    
    
    55,868Less accumulated depreciation and amortization
    
    
    (50,202
    )
    
    
    (46,654
    )Fixed assets, net
    
    $
    13,094
    
    
    $
    9,214
 45




---



##### Table of Contents



Accounts Receivable
  December 30,
    
    December 31,2007
    
    2006Trade receivables
    
    $
    192,011
    
    
    $
    191,553Other receivables
    
    
    695
    
    
    
    1,531192,706
    
    
    
    193,084Less allowance for doubtful accounts
    
    
    (3,389
    )
    
    
    (3,474
    )Accounts receivable, net
    
    $
    189,317
    
    
    $
    189,610
  Goodwill
  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
    
    $
    174,160
  Other Intangible Assets
  December 30,
    
    December 31,
    
    Estimated2007
    
    2006
    
    Useful LifeGross carrying amount:
    
    
    
    
    
    
    
    
    
    (in years)Customer baseVenturi
    
    $
    6,407
    
    
    $
    6,407
    
    
    
    5Customer basePure Solutions
    
    
    6,571
    
    
    
    6,571
    
    
    
    8Customer basePlum Rhino
    
    
    3,207
    
    
    
    
    
    
    
    816,185
    
    
    
    12,978Accumulated Amortization:Customer baseVenturi
    
    
    (4,165
    )
    
    
    (2,877
    )Customer basePure Solutions
    
    
    (1,784
    )
    
    
    (959
    )Customer basePlum Rhino
    
    
    (234
    )
    
    
    (6,183
    )
    
    
    (3,836
    )Total other intangible assets, net
    
    $
    10,002
    
    
    $
    9,142
  46




---



##### Table of Contents



2008
    
    $
    2,5862009
    
    
    2,2662010
    
    
    1,3052011
    
    
    1,3052012
    
    
    1,305Thereafter
    
    
    1,235$
    10,002
 Restructuring and Other Charges
  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
    
    
    $
    355
  5. Long-Term Debt
  December 30,
    
    
    December 31,2007
    
    
    2006Debt outstanding under credit facilities:Revolver
    
    $
    66,903
    
    
    $
    88,542Senior term loan
    
    
    5,000
    
    
    
    10,00071,903
    
    
    
    98,542Less current maturities
    
    
    5,000
    
    
    
    5,000Total long-term debt
    
    $
    66,903
    
    
    $
    93,542
 Credit Facilities
    47




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##### Table of Contents



48




---



##### Table of Contents



2008
    
    $
    5,0002009
    
    
    2010
    
    
    66,9032011
    
    
    2012
    
    
    Thereafter
    
    
    Total long-term debt
    
    $
    71,903
 6. Income Taxes
  Year EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2007
    
    
    2006
    
    
    2006Current:Federal
    
    $
    300
    
    
    $
    (5,799
    )
    
    $
    State
    
    
    254
    
    
    
    12
    
    
    
    37Foreign
    
    
    113
    
    
    
    103
    
    
    
    185Total current
    
    
    667
    
    
    
    (5,684
    )
    
    
    222Deferred:Federal
    
    
    2,047
    
    
    
    969
    
    
    
    504State
    
    
    (435
    )
    
    
    (52
    )
    
    
    57Total deferred
    
    
    1,612
    
    
    
    917
    
    
    
    561Total provision (benefit) for income taxes
    
    $
    2,279
    
    
    $
    (4,767
    )
    
    $
    783
  Year EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2007
    
    
    2006
    
    
    2006Income tax expense computed at the federal statutory income tax rate
    
    $
    12,470
    
    
    $
    5,698
    
    
    $
    1,026State income
tax expense net of federal benefit
    
    
    988
    
    
    
    1,240
    
    
    
    427Foreign income tax at higher (lower) rates
    
    
    (7
    )
    
    
    (15
    )
    
    
    185Effect of preferred dividends and other permanent differences
    
    
    525
    
    
    
    818
    
    
    
    2,290Tax benefit allocated to goodwill
    
    
    2,303
    
    
    
    1,103
    
    
    
    564Effect of decrease in valuation allowance
    
    
    (13,884
    )
    
    
    (13,566
    )
    
    
    (3,709
    )Other
    
    
    (116
    )
    
    
    (45
    )
    
    
    Total provision (benefit) for income taxes
    
    $
    2,279
    
    
    $
    (4,767
    )
    
    $
    783
 49




---



##### Table of Contents



Accounting for Income Taxes
   December 30,
    
    December 31,2007
    
    2006Net current asset
    
    $
    
    
    
    $
    Net noncurrent asset
    
    
    881
    
    
    
    189Net noncurrent liability
    
    
    
    
    
    
    Net deferred tax assets
    
    $
    881
    
    
    $
    189
  December 30,
    
    December 31,2007
    
    2006Gross deferred tax assets:Goodwill and other intangibles
    
    $
    7,945
    
    
    $
    14,640Accrued expenses and other reserves
    
    
    1,624
    
    
    
    6,219Bad debt allowances
    
    
    1,215
    
    
    
    1,384Accrued benefits
    
    
    1,326
    
    
    
    1,757Net operating loss carryforwards
    
    
    45,005
    
    
    
    50,495Other
    
    
    734
    
    
    
    607Total gross deferred tax assets
    
    
    57,849
    
    
    
    75,102Valuation allowance
    
    
    (53,785
    )
    
    
    (72,381
    )Total net deferred tax assets
    
    
    4,064
    
    
    
    2,721Deferred tax liabilities:Depreciation expense and property basis differences
    
    
    (3,183
    )
    
    
    (2,532
    )Total deferred tax liabilities
    
    
    (3,183
    )
    
    
    (2,532
    )Net deferred tax assets
    
    $
    881
    
    
    $
    189
  50




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##### Table of Contents



December 30,
    
    
    December 31,
    
    
    January 1,2007
    
    
    2006
    
    
    2006Balance at beginning of period
    
    $
    72,381
    
    
    $
    84,383
    
    
    $
    82,218Additions
    
    
    
    
    
    
    
    
    
    
    2,165Deductions
    
    
    (13,884
    )
    
    
    (13,566
    )
    
    
    Adjustments
    
    
    (4,712
    )
    
    
    1,564
    
    
    
    Balance at end of period
    
    $
    53,785
    
    
    $
    72,381
    
    
    $
    84,383
    Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109
  7. Commitments and Contingencies
  51




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##### Table of Contents



2008
    
    $
    6,9302009
    
    
    5,9802010
    
    
    4,6082011
    
    
    3,5412012
    
    
    2,600Thereafter
    
    
    5,45629,115Sublease income
    
    
    (4,839
    )$
    24,276
     8. Defined Contribution Plan
  52




---



##### Table of Contents



9. Stockholders Equity
 Common Stock
    Warrants
  10. Stock Compensation Plans
     53




---



##### Table of Contents



Weighted-AverageNumber of Shares
    
    Exercise PriceOutstanding at January 2, 2005
    
    
    706,300
    
    
    $
    8.95Granted
    
    
    Exercised
    
    
    (48,500
    )
    
    
    9.11Forfeited
    
    
    (14,400
    )
    
    
    8.80Outstanding at January 1, 2006
    
    
    643,400
    
    
    
    8.96Granted
    
    
    Exercised
    
    
    (100,202
    )
    
    
    8.11Forfeited
    
    
    (3,000
    )
    
    
    8.88Outstanding at December 31, 2006
    
    
    540,198
    
    
    
    9.10Granted
    
    
    Exercised
    
    
    (95,198
    )
    
    
    9.51Forfeited
    
    
    Outstanding at December 30, 2007
    
    
    445,000
    
    
    
    9.01Exercisable at December 30, 2007
    
    
    395,010
    
    
    
    9.07Available for issuance at December 30, 2007
    
    
    53,035
  Weighted-AverageNumber of Shares
    
    Exercise PriceOutstanding at January 2, 2005
    
    
    420,000
    
    
    $
    8.55Granted
    
    
    Exercised
    
    
    (9,993
    )
    
    
    8.55Forfeited
    
    
    (75,500
    )
    
    
    8.55Outstanding at January 1, 2006
    
    
    334,507
    
    
    
    8.54Granted
    
    
    256,000
    
    
    
    11.07Exercised
    
    
    (107,416
    )
    
    
    8.53Forfeited
    
    
    (47,507
    )
    
    
    9.29Outstanding at December 31, 2006
    
    
    435,584
    
    
    
    9.95Granted
    
    
    
    
    
    
    Exercised
    
    
    (90,485
    )
    
    
    9.42Forfeited
    
    
    (14,833
    )
    
    
    9.56Outstanding at December 30, 2007
    
    
    330,266
    
    
    
    10.11Exercisable at December 30, 2007
    
    
    174,948
    
    
    
    9.26Available for issuance as stock options or restricted stock at December 30, 2007
    
    
    782,647
  Options Outstanding
    
    Options ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedContractual
    
    Average
    
    
    
    
    
    AverageOptions
    
    Years
    
    Exercise Price
    
    Options
    
    Exercise PriceRange of Exercise Prices
    
    Outstanding
    
    Remaining
    
    per Share
    
    Exercisable
    
    per Share$7.80
    
    
    219,000
    
    
    
    5.29
    
    
    $
    7.80
    
    
    
    219,000
    
    
    $
    7.80$8.55 to $8.88
    
    
    235,602
    
    
    
    6.69
    
    
    $
    8.56
    
    
    
    185,612
    
    
    $
    8.57$11.05 to $11.98
    
    
    320,664
    
    
    
    7.03
    
    
    $
    11.30
    
    
    
    165,346
    
    
    $
    11.52$63.25 to $20,000.00
    
    
    1,289
    
    
    
    3.02
    
    
    $
    782.03
    
    
    
    1,289
    
    
    $
    782.03$7.80 to $20,000.00
    
    
    776,555
    
    
    
    6.41
    
    
    $
    10.76
    
    
    
    571,247
    
    
    $
    10.87
 54




---



##### Table of Contents



2007
    
    2006Expected life (in years)
    
    
    6.0
    
    
    
    6.0Risk-free interest rate
    
    
    4.750
    %
    
    
    4.375
    %Expected volatility
    
    
    46.8
    %
    
    
    45.0
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Weighted average fair value of options granted or modified
    
    $
    17.29
    
    
    $
    5.47
    55




---



##### 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
    
    
    
    18.34
     56




---



##### Table of Contents



11. Related Party Transactions
 Related Party Accounts Receivable
  Secondary Offering on Behalf of Selling Stockholders
  12. Staff Accounting Bulletin No. 108
 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements
 57




---



##### Table of Contents



13. Executive Officer Resignations
     58




---



##### Table of Contents



14. Summary of Quarterly Financial Information (Unaudited)
  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
 2006First
    
    Second
    
    Third
    
    FourthRevenues from services
    
    $
    178,592
    
    
    $
    187,609
    
    
    $
    185,734
    
    
    $
    184,710Costs of services
    
    
    136,520
    
    
    
    141,736
    
    
    
    139,991
    
    
    
    139,351Gross profit
    
    
    42,072
    
    
    
    45,873
    
    
    
    45,743
    
    
    
    45,359Operating costs and expensesSelling, general and administrative expenses
    
    
    34,238
    
    
    
    34,283
    
    
    
    33,074
    
    
    
    34,056Depreciation and amortization
    
    
    2,172
    
    
    
    2,167
    
    
    
    2,198
    
    
    
    2,18036,410
    
    
    
    36,450
    
    
    
    35,272
    
    
    
    36,236Income from operations
    
    
    5,662
    
    
    
    9,423
    
    
    
    10,471
    
    
    
    9,123Interest expense, net
    
    
    3,957
    
    
    
    3,573
    
    
    
    4,851
    
    
    
    3,137Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2,468
    
    
    
    723Other (income) expense, net
    
    
    (124
    )
    
    
    (170
    )
    
    
    22
    
    
    
    (38
    )Income before income taxes
    
    
    1,829
    
    
    
    6,020
    
    
    
    3,130
    
    
    
    5,301Income tax expense (benefit)
    
    
    150
    
    
    
    (5,342
    )
    
    
    274
    
    
    
    151Net income
    
    $
    1,679
    
    
    $
    11,362
    
    
    $
    2,856
    
    
    $
    5,150Basic net income per share
    
    $
    0.09
    
    
    $
    0.60
    
    
    $
    0.15
    
    
    $
    0.27Diluted net income per share
    
    $
    0.09
    
    
    $
    0.60
    
    
    $
    0.15
    
    
    $
    0.26Basic weighted average shares outstanding
    
    
    18,550
    
    
    
    18,562
    
    
    
    18,698
    
    
    
    18,628Diluted weighted average shares outstanding
    
    
    18,804
    
    
    
    18,920
    
    
    
    19,299
    
    
    
    19,531
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  59




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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
    
    Amy BobbittChief Executive Officer
    
    Senior Vice President and Chief Accounting OfficerMarch 12, 2008
    
    March 12, 2008
 60




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 Board of Directors and Shareholders
COMSYS IT Partners, Inc. and Subsidiaries
        
 
 ITEM 9B. OTHER INFORMATION
  61




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##### Table of Contents



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: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.
 62




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##### Table of Contents



SIGNATURES
  Date: March 12, 2008
    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
    
    Director/s/ Victor E. Mandel
 Victor
E. Mandel
    
    Director/s/ Robert Z. Hensley
 Robert
Z. Hensley
    
    Director/s/ Robert Fotsch
 Robert
Fotsch
    
    Director/s/ Elias J. Sabo
 Elias
J. Sabo
    
    Director
 63




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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
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##### Table of Contents



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 thereto10.1g*
    
    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 thereto10.5
    
    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
    
    Annex C
    
    June 24, 2003Statement10.9+
    
    Old COMSYS 2004 Management Incentive Plan
    
    10-K
    
    
    10.10
    
    
    April 1, 200510.10+
    
    Modification Agreement, effective as of September 30, 2006, by and between COMSYS IT Partners, Inc. and
Joseph C. Tusa, Jr.
    
    S-4
    
    
    10.1
    
    
    December 4, 200610.11+
    
    Modification Agreement, effective as of September 30, 2006, by and between COMSYS IT Partners, Inc. and
David L. Kerr
    
    S-4
    
    
    10.2
    
    
    December 4, 200610.14+
    
    Resignation Agreement and Release dated February 2, 2006 between COMSYS Information Technology
Services, Inc. and Michael T. Willis
    
    8-K
    
    
    10.1
    
    
    February 3, 200610.15+
    
    Amended and Restated Employment Agreement dated December 9, 2005 between COMSYS IT Partners, Inc.
and Joseph C. Tusa, Jr.
    
    8-K
    
    
    10.1
    
    
    December 14, 200510.18+
    
    First Amended and Restated Employment Agreement dated June 1, 2007, between COMSYS IT Partners, Inc.
and David L. Kerr
    
    10-Q
    
    
    10.3
    
    
    August 10, 200710.19+
    
    First Amended and Restated Employment Agreement dated June 1, 2007, between COMSYS IT Partners, Inc.
and Michael H. Barker
    
    10-Q
    
    
    10.2
    
    
    August 10, 200710.21+
    
    Employment Agreement dated as of January 3, 2006 between COMSYS IT Partners, Inc. and Ken R.
Bramlett, Jr.
    
    10-K
    
    
    10.18
    
    
    March 17, 200610.23+
    
    Employment Agreement dated as of July 27, 2006 between COMSYS IT Partners, Inc. and
Larry L. Enterline
    
    10-Q
    
    
    10.1
    
    
    August 7, 200610.24+
    
    Modification Agreement, dated as of September 23, 2006, between COMSYS IT Partners, Inc. and Larry L.
Enterline
    
    S-4
    
    
    10.3
    
    
    December 4, 200610.25+
    
    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, 200510.26+*
    
    Employment Agreement dated as of February 14, 2008, between COMSYS IT Partners, Inc. and Amy Bobbitt
 65




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    ExhibitNumber
    
    Exhibit Description
    
    Form
    
    Number
    
    Filing Date14.1
    
    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. 66