Exhibit 99 CDI CORP. REPORTS FOURTH QUARTER, FULL YEAR 2004 FINANCIAL RESULTS AND ANNOUNCES DIVIDEND PR Newswire -- March 2, 2005 PHILADELPHIA, March 2 /PRNewswire-FirstCall/ -- CDI Corp. (NYSE: CDI) today reported its financial results for the fourth quarter and for the full year ended December 31, 2004, announced a quarterly cash dividend and reported that the company anticipates a restatement of prior financial results. In addition, the company expects to report a material weakness in internal control over financial reporting. In compiling its financial results for the quarter ended December 31, 2004, the company identified approximately $4.8 million of pre-tax adjustments of which management believes $3.8 million pertains to earlier 2004 quarters or prior years. This total includes $1.6 million of adjustments incremental to the previously disclosed $3.2 million. The company expects that its financial results for previous periods will be restated to correct these items. Based on its analysis to date of these adjustments, management currently estimates that $1.9 million pertains to the first three quarters of 2004 and that the remaining $1.9 million pertains to 2003 or prior periods. Management's assessment of the periods to which these charges relate is ongoing and subject to change. These prior-period adjustments resulted from inadequate review and reconciliation procedures and controls over significant balance sheet accounts. As a result, management expects to report a material weakness in internal control over financial reporting as of December 31, 2004, when it completes the assessment required by Section 404 of the Sarbanes-Oxley Act. The company is currently working with its independent auditors to complete the external audit for the year ended December 31, 2004. The results disclosed below are unaudited, but do reflect the adjustments referred to above. For the quarter ended December 31, 2004, the company expects to report a net loss of $3.5 million, or $0.18 per diluted share, on revenues of $261.2 million. This net loss includes $1.0 million of fourth quarter pre-tax adjustments resulting from the write-down of certain receivables and unfavorable adjustments to other balance sheet accounts. In addition, the fourth quarter 2004 net loss also includes previously disclosed pre-tax charges associated with vacated real estate of $1.9 million, and expenses and legal fees incurred associated with the resolution of litigation, claims and disputes totaling $4.8 million, an incremental $0.7 million over the previously disclosed total. Partially offsetting these charges during the fourth quarter, the company recognized approximately $1.0 million of tax credits related to the company's ongoing tax planning activities. The company also announced a quarterly dividend of $0.11 per share to be paid to all shareholders of record as of March 16, 2005. This dividend will be paid on March 30, 2005. For the year ended December 31, 2004, the company expects to report net earnings of $7.8 million or $0.39 per diluted share on revenues of $1.05 billion. "While year-over-year revenue performance for the fourth quarter was encouraging, revenue performance for the year was disappointing," said President and Chief Executive Officer Roger H. Ballou. "Our results were affected by a number of external factors including slower than anticipated ramp-up on significant new contracts, continued weak capital spending by clients in key business verticals and the loss of a billable day with the New Year's holiday falling on December 31. "Most disappointing, however, was our profit performance during the fourth quarter. As previously announced, we had significant charges associated with certain balance sheet adjustments, real estate costs associated with restructuring and the concurrent resolution of several items of litigation, claims and disputes. However, even excluding these items, our pre-tax operating profit for the fourth quarter would only have been $0.8 million which was below our expectations. "In addition, during the quarter we experienced margin deterioration in our Business Solutions segment and a significant drop-off in permanent placement revenues during the month of December in our AndersElite segment. Also affecting fourth quarter profitability was continued investment in sales-building capabilities through the hiring and training of revenue-producing personnel which should produce benefits in 2005." BUSINESS SEGMENT DISCUSSION Business Solutions fourth quarter revenues were down 2.8% from $176.8 million in the third quarter of 2004 due to normal seasonal patterns and the previously mentioned loss of a billing day. Pre-tax operating profit was down due primarily to the effect of the previously noted balance sheet adjustments and the costs associated with the resolution of litigation, claims and disputes which totaled approximately $4.3 million and the loss of the billable day. At an operating level, Business Solutions saw sequential margin deterioration primarily due to competitive pressure in the IT Services vertical. Indirect costs increased due to continued hiring of new sales personnel. AndersElite fourth quarter revenues were flat to the third quarter 2004 revenue of $43.1 million. Operating profits declined due to a steeper than normal decline in permanent placement revenues in December and the effect of the aforementioned balance sheet adjustments and the costs associated with the resolution of litigation, claims and disputes totaling $0.4 million. Todays Staffing fourth quarter revenues were up 9.9% from $29.1 million in the third quarter of 2004 reflecting new national account wins. Operating profits remained essentially flat due to continued investment in sales staff hiring and training. Management Recruiters International (MRI) fourth quarter revenues were essentially flat to the third quarter 2004 revenue of $14.1 million. Franchise royalties were also essentially flat sequentially but were up 28% on a year-over-year basis. Operating profits declined due to the aforementioned $1.9 million charge associated with vacated real estate. CORPORATE SUMMARY Corporate overhead costs were up sequentially driven by the aforementioned costs associated with the resolution of litigation, claims and disputes and balance sheet adjustments totaling approximately $1.1 million on a pre-tax basis and continued higher-than-anticipated costs related to Sarbanes-Oxley compliance. "CDI ended the year with approximately $32.9 million in cash and short- term investments leaving us sufficient resources to support organic growth, capital spending and potential acquisitions," said Ballou. "During the year, CDI paid shareholders a special dividend of $2.00 per share and four quarterly dividends aggregating $0.42 per share. "As indicated above, management is still in the process of completing its assessment of the effectiveness of internal control over financial reporting, but does expect to report a material weakness in such control. The identified material weakness relates specifically to inadequate account reconciliation and review procedures which permitted errors in the company's financial statements to occur and not be detected on a timely basis. We have identified steps required to remediate the material weakness and have begun to implement those steps, which include enhanced reconciliation and review procedures, hiring of additional personnel and additional training for accounting personnel. In addition, due to the restatement, the company will be filing a form 12b-25 to delay the filing of its form 10-K report to March 31, 2005." BUSINESS OUTLOOK "Looking ahead, we anticipate sequential revenue growth in the first quarter," continued Ballou. "We believe that this revenue momentum, combined with anticipated revenue from our pipeline of new account wins could translate into 5 to 7% annualized revenue growth in 2005. In addition, we expect that a significant portion of fourth quarter expenses and balance sheet adjustments noted previously in this press release will not reoccur in 2005. We should be able to generate low to mid-teen variable contribution margins on these incremental sales. Our business model is sound and as a single source provider of professional talent, outsourced engineering and project management solutions we expect to participate in a broad recovery in capital spending by key clients in critical vertical markets." CONFERENCE CALL/WEBCAST CDI Corp. will conduct a conference call at 11 a.m. (EST) today to discuss this announcement. The conference call will be broadcast live over the Internet and can be accessed by any interested party at http://www.cdicorp.com . An online replay will be available at http://www.cdicorp.com for 14 days after the call. COMPANY INFORMATION CDI Corp. (NYSE: CDI) is a leading provider of engineering and information technology outsourcing solutions and professional staffing. Its operating divisions include CDI Business Solutions, CDI AndersElite Limited, Todays Staffing, Inc. and Management Recruiters International, Inc. Visit CDI on the web at http://www.cdicorp.com. SAFE HARBOR STATEMENT Certain information in this news release contains forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Certain forward- looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "hopes," "intends," "plans," "estimates," or "anticipates" or the negative thereof or other comparable terminology, or by discussions of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. In addition to those risks and uncertainties referred to in our public filings, these include risks and uncertainties such as competitive market pressures, material changes in demand from larger customers, availability of labor, the company's performance on contracts, changes in customers' attitudes towards outsourcing, government policies or judicial decisions adverse to the staffing industry and changes in economic conditions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The company assumes no obligation to update such information. CDI CORP. AND SUBSIDIARIES Consolidated Statements of Earnings Unaudited (in thousands, except per share data) For the For the three months ended twelve months ended December 31, December 31, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Restated Restated Revenues $ 261,229 256,401 1,045,207 1,060,181 Cost of services 202,150 196,613 799,813 803,188 Gross profit 59,079 59,788 245,394 256,993 Operating and administrative expenses 66,214 53,994 237,143 225,856 Provision for restructure (200) (212) (200) (143) Gain on sale of assets - - (1,295) - Operating (loss) profit (6,935) 6,006 9,746 31,280 Interest income, net and other 85 257 528 1,053 (Loss) earnings before income taxes (6,850) 6,263 10,274 32,333 Income tax (benefit) expense (3,346) 1,946 2,517 11,053 Net (loss) earnings $ (3,504) 4,317 7,757 21,280 Diluted (loss) earnings per share $ (0.18) 0.22 0.39 1.08 Diluted number of shares 19,681 20,043 19,966 19,771 December 31, December 31, 2004 2003 ------------ ------------ Restated Selected Balance Sheet Data: Cash, cash equivalents and short-term investments $ 32,939 73,118 Accounts receivable, net $ 192,145 198,892 Current assets $ 244,034 289,569 Total assets $ 353,150 401,437 Current liabilities $ 83,117 96,407 Shareholders' equity $ 261,827 296,085 For the For the three months ended twelve months ended December 31, December 31, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Selected Cash Flow Data: Depreciation expense $ 2,368 2,405 9,618 11,863 Capital expenditures $ 2,744 2,981 7,798 14,757 Dividends paid $ 2,168 1,759 47,267 42,419 For the For the three months ended twelve months ended December 31, December 31, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Restated Restated Selected Earnings and Other Financial Data: Revenues $ 261,229 256,401 1,045,207 1,060,181 Gross profit 59,079 59,788 245,394 256,993 Gross profit margin 22.6% 23.3% 23.5% 24.2% Operating and administrative expenses as a percentage of revenue 25.3% 21.1% 22.7% 21.3% Corporate expenses 5,572 2,976 17,027 12,687 Corporate expenses as a percentage of revenue 2.1% 1.2% 1.6% 1.2% Operating (loss) profit margin (2.7)% 2.3% 0.9% 3.0% Effective income tax rate 48.8% 31.1% 24.5% 34.2% For the For the three months ended twelve months ended December 31, December 31, --------------------------- --------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Restated Restated Selected Segment Data: Business Solutions Revenues $ 171,912 171,896 700,831 717,225 Gross profit 30,940 34,469 133,851 146,215 Gross profit margin 18.0% 20.1% 19.1% 20.4% Operating (loss) profit (2,222) 5,997 12,229 25,453 Operating (loss) profit margin (1.3)% 3.5% 1.7% 3.5% AndersElite Revenues $ 43,108 41,787 166,062 150,334 Gross profit 9,642 9,486 40,040 36,998 Gross profit margin 22.4% 22.7% 24.1% 24.6% Operating (loss) profit (495) 2,084 2,516 8,554 Operating (loss) profit margin (1.1)% 5.0% 1.5% 5.7% Todays Staffing Revenues $ 32,007 30,664 122,262 135,746 Gross profit 8,415 8,135 32,713 37,339 Gross profit margin 26.3% 26.5% 26.8% 27.5% Operating profit 322 776 2,158 6,378 Operating profit margin 1.0% 2.5% 1.8% 4.7% Management Recruiters International Revenues $ 14,202 12,054 56,052 56,876 Gross profit 10,082 7,698 38,790 36,441 Gross profit margin 71.0% 63.9% 69.2% 64.1% Operating profit 1,032 125 9,870 3,582 Operating profit margin 7.3% 1.0% 17.6% 6.3% SOURCE CDI Corp. -0- 03/02/2005 /CONTACT: Vincent Webb, Vice President, Corporate Communications & Marketing, 215-636-1240, or Vince.Webb@cdicorp.com, or Jay Stuart, Chief Financial Officer, +1-215-636-1141, Jay.Stuart@cdicorp.com / /Web site: http://www.cdicorp.com /