PHILADELPHIA, Aug. 8, 2017 /PRNewswire/ -- CDI Corp. (NYSE: CDI, the "Company") today reported results for the second quarter ended June 30, 2017.

Second Quarter 2017 Overview


    --  Second quarter revenue of $169.5 million versus $226.7 million in second
        quarter 2016, or $206.2 million in second quarter 2016 excluding CDI
        AndersElite Limited ("Anders"), which was sold in September 2016
    --  Second quarter net loss of $7.9 million, or $(0.42) per diluted share,
        versus net loss of $7.5 million in second quarter 2016, or $(0.39) per
        diluted share
    --  Second quarter adjusted EBITDA(1) loss of $1.4 million versus a loss of
        $2.7 million in second quarter 2016
    --  Second quarter cash flow from operating activities of $11.5 million, and
        total liquidity of $114.5 million as of June 30, 2017

Summary Results from Operations for the Second Quarter 2017

For the second quarter 2017, revenue of $169.5 million compares to prior-year second quarter revenue of $206.2 million, adjusting for the sale of Anders.

Enterprise Talent revenue of $86.8 million compares to prior-year second quarter revenue of $133.5 million, or $113.0 million excluding Anders.

Specialty Talent & Technology Solutions revenue of $17.2 million compares to prior-year second quarter revenue of $19.1 million. Specialty Talent revenue of $9.9 million compares to prior-year second quarter revenue of $11.0 million, while Technology Solutions revenue of $7.3 million compares to prior-year second quarter revenue of $8.2 million.

Engineering Solutions revenue of $54.3 million compares to prior-year second quarter revenue of $61.2 million. Energy, Chemicals and Infrastructure (EC&I) revenue of $26.2 million compares to prior-year second quarter revenue of $33.3 million. Aerospace and Industrial Equipment (AIE) revenue of $12.0 million compares to prior-year second quarter revenue of $12.5 million. Government Services revenue of $16.1 million compares to prior-year second quarter revenue of $15.3 million.

(1) Adjusted EBITDA excludes from net loss interest, income taxes, depreciation and amortization expense, restructuring and other related costs, share-based compensation expense, certain corporate development related items, reserve for project-related disputes, earnout adjustments and real estate exit and related charges. See the financial tables accompanying this release for more information on non-GAAP financial measures and the reconciliation of these measures to GAAP measures.

Management Recruiters International, Inc. (MRI) revenue of $11.1 million compares to prior-year second quarter revenue of $12.9 million. Contract Staffing revenue of $8.6 million compares to prior-year second quarter revenue of $9.8 million, while Royalty & Franchise Fees of $2.5 million compare to the prior-year figure of $3.2 million.

Gross profit of $32.3 million compares to prior-year second quarter gross profit of $42.1 million, or $38.6 million excluding Anders, a decline of $6.3 million. Gross margin when excluding Anders increased 30 basis points year-over-year, to 19.1%.

The Company reported an operating loss in the second quarter of $6.3 million compared to an operating loss of $6.5 million in the year-ago quarter.

Operating and administrative expenses in the second quarter were $38.5 million versus prior-year first quarter of $48.3 million, or $44.0 million excluding Anders, an improvement of $5.5 million.

More detailed segment data are included in the tables accompanying this release and in the Company's Form 10-Q Report.

Balance Sheet and Liquidity

CDI ended the second quarter with $19.2 million in cash and cash equivalents versus $3.2 million at the end of 2016 and $4.7 million as of June 30, 2016. The Company had $15.9 million of debt outstanding as of June 30, 2017, versus no debt outstanding at December 31, 2016, and $25.9 million outstanding as of June 30, 2016. Cash flow from operating activities was $3.7 million for the first half of 2017 versus a deficit of $7.7 million in the prior-year period. Liquidity, including availability under CDI's bank and credit facilities, totaled $114.5 million at June 30, 2017, versus $125.5 million at the end of 2016 and $120.9 million at June 30, 2016.

Agreement to Be Acquired by Affiliates of AE Industrial Partners, LLC

On July 31, 2017, CDI announced that it entered into a definitive agreement to be acquired by affiliates of AE Industrial Partners, LLC ("AEI"), a private equity investor specializing in aerospace, power generation, and specialty industrial companies. Pursuant to the agreement, AEI will acquire all of the outstanding shares of the Company's common stock for $8.25 per share in an all-cash tender offer and follow-on merger. Additional details of the agreement were set forth in a Form 8-K filed with the Securities Exchange Commission on August 1, 2017.

In light of the agreement with AEI, CDI will not host a conference call to discuss second quarter results or provide a business outlook.

About CDI

CDI Corp. (NYSE: CDI) seeks to create extraordinary outcomes with our clients by delivering solutions based on highly skilled and professional talent. Our business is comprised of four segments: Enterprise Talent, Specialty Talent & Technology Solutions, Engineering Solutions, and MRI. We provide engineering, information technology, and staffing solutions to clients in multiple industries, including aerospace, chemicals, energy, industrial equipment, infrastructure, and technology, as well as municipal and state governments and the U.S. Department of Defense. We have offices and delivery centers in the U.S. and Canada. In addition, we also provide recruiting and staffing services through our global MRINetwork® of franchisees. Learn more at www.cdicorp.com.

Notice to Investors

The tender offer for the outstanding common stock of CDI has not yet commenced. This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of CDI. The solicitation and offer to buy common stock of CDI will only be made pursuant to an Offer to Purchase and related materials. At the time the tender offer is commenced, Nova Intermediate Parent, LLC and Nova Merger Sub, Inc. will file a tender offer statement on Schedule TO with the SEC and CDI will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer. Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that CDI files with the SEC at the SEC's website at www.sec.gov, or free of charge from CDI at www.cdicorp.com.

Caution Concerning Forward-Looking Statements

Certain statements in this news release and from time to time in other filings with the Securities and Exchange Commission (SEC), and other written and oral communications made by us and our representatives, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including, but not limited to, statements about the pending acquisition of the Company and our plans, strategies, adequacy of resources and future financial results, are forward-looking statements. Some of the forward-looking statements can be identified by words like "anticipates," "believes," "expects," "may," "will," "could," "should," "intends," "plans," "estimates" and similar references to future periods. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on expectations, estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: risks and uncertainties related to the pending acquisition of the Company by an affiliate of AEI, Nova Intermediate Parent, LLC, including the timing of completion of the associated tender offer and follow-on merger; how many of our stockholders will tender their shares in the offer; the possibility that various closing conditions for the offer or the merger may not be satisfied or waived; the possibility that competing offers will be made; possible litigation related to the offer and the merger; the impact of the offer and the merger on our operations and business and on our relationships with our employees, clients and suppliers; weakness or volatility in general economic conditions and levels of capital spending by clients in the industries we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our clients' projects or the inability of our clients to pay our fees; the termination of one or more major client contracts or projects; the uncertain timing and funding of new contract awards and renewals; a high concentration of our business with a few large clients; restrictions on the availability of funds and on our activities under our asset-based, secured credit facility; improper disclosure or loss of sensitive or confidential company, client, government, employee or candidate information, including personal data; and the possibility of incurring liability for our business activities, including, but not limited to, the activities of our professional employees and our temporary employees. More detailed information about these and other risks and uncertainties may be found in our filings with the SEC, particularly in the "Risk Factors" sections in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This news release contains financial information calculated other than pursuant to U.S. Generally Accepted Accounting Principles (GAAP). In particular, it includes Adjusted EBITDA and Adjusted EBITDA Margin which are adjusted to exclude from net loss interest, income taxes, depreciation and amortization expense, restructuring and other related costs, share-based compensation expense, certain corporate development related costs, reserve for project-related disputes, earnout adjustments, real estate exit and related charges, and Adjusted EPS which excludes from diluted earnings per common share, restructuring and other related costs, certain corporate development related costs, reserve for project-related disputes, earnout adjustments, amortization of acquired intangibles, real estate exit and related charges, and the related income tax effect. We present these as supplemental measures of performance.

These non-GAAP measures have limitations as analytical tools, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of the limitations of Adjusted EBITDA and Adjusted EPS as analytical tools are: (i) these measures do not reflect all our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) these measures do not reflect changes in, or cash requirements for, our working capital needs; (iii) these measures do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; (v) share-based compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it from Adjusted EBITDA as an expense when evaluating our ongoing operating performance for a particular period; (vi) these measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and (vii) other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

We present these non-GAAP financial measures because we believe these assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures are also used by management in its evaluation of core operations and financial and operational decision-making.


                                                                      CDI CORP. AND SUBSIDIARIES

                                                            (Amounts in thousands, except per share data)

                                                                             (Unaudited)


                                                                                  Three Months Ended                               Six Months Ended

                                                                                       June 30,                                        June 30,

    Consolidated Statements of Operations:                                2017                     2016            2017                  2016
    --------------------------------------                                ----                     ----            ----                  ----


    Revenue                                                                       $169,468                               $226,693                      $357,033      $460,217

    Cost of services                                                   137,184                             184,598                   290,630             374,847
                                                                       -------                             -------                   -------             -------

    Gross profit                                                        32,284                              42,095                    66,403              85,370

    Operating and administrative expenses (1), (2)                      38,541                              48,315                    78,519              95,362

    Restructuring and other related costs (3)                                -                                240                         -                289

    Operating loss                                                     (6,257)                            (6,460)                 (12,116)           (10,281)

    Other income (expense), net                                          (309)                              (452)                    (722)              (601)
                                                                          ----                                ----                      ----                ----

    Loss before income taxes                                           (6,566)                            (6,912)                 (12,838)           (10,882)

    Income tax expense                                                   1,325                                 572                     1,890               1,419
                                                                         -----                                 ---                     -----               -----

    Net loss                                                                      $(7,891)                              $(7,484)                    $(14,728)    $(12,301)
                                                                                   -------                                -------                      --------      --------


    Earnings (loss) per common share:

    Basic and diluted                                                              $(0.42)                               $(0.39)                      $(0.79)      $(0.63)

    Weighted-average shares outstanding - Basic and Diluted             18,739                              19,174                    18,709              19,427


    Selected Balance Sheet
     Data:                 June 30,          December 31,
                                2017                  2016
    ---                         ----                  ----


    Cash and cash
     equivalents                     $19,186                       $3,165

    Accounts receivable,
     net                     167,762                       178,365

    Total current assets     201,761                       196,368

    Total assets             292,185                       289,292

    Total current
     liabilities              96,144                        80,870

    Total equity             176,661                       188,976


                                      Six Months Ended

                                          June 30,

    Selected Cash Flow Data:        2017               2016
    ------------------------        ----               ----


    Net cash provided by (used in)
     operating activities                   $3,666                $(7,742)

    Depreciation and amortization  4,156                    5,707

    Capital expenditures           1,306                    4,475


                                                                       Three Months Ended             Six Months Ended

                                                                            June 30,                      June 30,

    Selected Earnings and Other Financial Data:                         2017              2016                2017           2016
    -------------------------------------------                         ----              ----                ----           ----


    Gross margin                                                       19.1%                    18.6%                    18.6%      18.5%

    Operating and administrative expenses as a percentage of revenue   22.7%                    21.3%                    22.0%      20.7%

    Operating margin                                                  (3.7)%                   (2.8)%                   (3.4)%     (2.2)%

    Effective income tax rate                                        (20.2)%                   (8.3)%                  (14.7)%    (13.0)%



                                                        Three Months Ended                          Six Months Ended

                                                             June 30,                                   June 30,

    Selected Segment Data:                        2017                    2016         2017                       2016
    ----------------------                        ----                    ----         ----                       ----


    Enterprise Talent

    Revenue:

    North America Staffing                              $86,820                              $112,978                    $188,981      $229,662

    UK Staffing (4)                                  -                         20,502                              -      43,467
                                                   ---                         ------                            ---      ------

    Total revenue                                       $86,820                              $133,480                    $188,981      $273,129
                                                        -------                              --------                    --------      --------

    Gross profit                                         $8,779                               $15,434                     $19,093       $31,915

    Gross margin                                 10.1%                          11.6%                         10.1%       11.7%

    Operating profit (3), (5)                              $764                                $(458)                     $2,544          $677

    Operating margin                              0.9%                         (0.3)%                          1.3%        0.2%


    Specialty Talent and Technology Solutions

    Revenue:

    Specialty Talent                                     $9,864                               $10,951                     $20,037       $20,971

    Technology Solutions                         7,344                           8,178                         15,085       16,551
                                                 -----                           -----                         ------       ------

    Total revenue                                       $17,208                               $19,129                     $35,122       $37,522
                                                        -------                               -------                     -------       -------

    Gross profit                                         $4,683                                $5,510                      $9,638       $10,822

    Gross margin                                 27.2%                          28.8%                         27.4%       28.8%

    Operating profit (loss) (1), (5)                   $(1,163)                               $(436)                   $(2,205)           $9

    Operating margin                            (6.8)%                         (2.3)%                        (6.3)%           -   %


    Engineering Solutions

    Revenue:

    Energy, Chemicals and Infrastructure (EC&I)         $26,161                               $33,279                     $53,584       $67,230

    Aerospace and Industrial Equipment (AIE)    12,030                          12,525                         24,645       25,656

    Government Services                         16,125                          15,349                         32,283       31,521
                                                ------                          ------                         ------       ------

    Total revenue                                       $54,316                               $61,153                    $110,512      $124,407
                                                        -------                               -------                    --------      --------

    Gross profit                                        $13,490                               $14,776                     $26,971       $30,253

    Gross margin                                 24.8%                          24.2%                         24.4%       24.3%

    Operating loss (2), (3), (5)                       $(3,420)                             $(2,943)                   $(6,021)     $(4,878)

    Operating margin                            (6.3)%                         (4.8)%                        (5.4)%      (3.9)%


    Management Recruiters International (MRI)

    Revenue:

    Contract Staffing                                    $8,575                                $9,752                     $17,447       $18,979

    Royalties and Franchise Fees                 2,549                           3,179                          4,971        6,180
                                                 -----                           -----                          -----        -----

    Total revenue                                       $11,124                               $12,931                     $22,418       $25,159
                                                        -------                               -------                     -------       -------

    Gross profit                                         $5,332                                $6,375                     $10,701       $12,380

    Gross margin                                 47.9%                          49.3%                         47.7%       49.2%

    Operating profit (5)                                 $1,520                                $1,081                      $1,769        $1,664

    Operating margin                             13.7%                           8.4%                          7.9%        6.6%



                                        Three Months Ended              Six Months Ended

                                             June 30,                       June 30,

    Non-GAAP Financial Measures:      2017                 2016        2017                   2016
    ----------------------------      ----                 ----        ----                   ----


    Adjusted EBITDA (6)                      $(1,444)                       $(2,744)               $(4,050)   $(3,510)

    Adjusted EBITDA margin (6)      (0.9)%                      (1.2)%                   (1.1)%      (0.8)%

    Adjusted operating expenses (6)           $33,735                         $44,685                 $70,461     $88,820

    Adjusted EPS (6)                          $(0.30)                        $(0.33)                $(0.63)    $(0.57)



    (1)              In the first quarter of 2016, the
                     Company's Specialty Talent and
                     Technology Solutions segment
                     recorded a benefit to "Operating
                     and administrative expenses" of
                     $0.8 million related to the
                     reversal of an acquisition-
                     related earnout.


    (2)              In the second quarter of 2017, the
                     Company's Engineering Solutions
                     segment recorded an expense to
                     "Operating and administrative
                     expenses" of $1.2 million related
                     to real estate exit and related
                     charges in the EC&I business.


    (3)              The following table summarizes the
                     amount of "Restructuring and other
                     related costs" in the consolidated
                     statements of operations related
                     to restructuring plans undertaken
                     during 2015 by reporting segment
                     for the indicated periods:


                            Three Months Ended           Six Months Ended

                                 June 30,                    June 30,

                              2017               2016              2017        2016
                              ----               ----              ----        ----


    Restructuring and other
     related costs:

    Enterprise Talent            $             -                          $90         $   - $102

    Engineering Solutions        -                    149                       -       186

    Corporate                    -                      1                       -         1
                               ---                    ---                     ---       ---

    Total restructuring and
     other related costs         $             -                         $240         $   - $289
                               ---           ---                         ----       --- --- ----



            (4)    On September 16, 2016, the
                    Company completed the sale of
                    CDI AndersElite Limited
                    (Anders), the Company's UK
                    staffing business.


            (5)    The following table summarizes
                    the amount of depreciation and
                    amortization recognized by
                    reporting segment for the
                    indicated periods:


                            Three Months Ended            Six Months Ended

                                 June 30,                     June 30,

                           2017                2016       2017               2016
                           ----                ----       ----               ----


    Depreciation and
     amortization:

    Enterprise Talent                $152                          $315             $307    $631

    Specialty Talent and
     Technology Solutions   436                       652                    876    1,654

    Engineering Solutions   978                     1,197                  1,992    2,468

    MRI                      68                        66                    136      132

    Corporate               412                       395                    845      822
                                                                           ---      ---

    Total Depreciation and
     amortization                  $2,046                        $2,625           $4,156  $5,707
                                   ------                        ------           ------  ------


    (6)               Adjusted EBITDA, Adjusted EBITDA
                      Margin, Adjusted operating
                      expenses and Adjusted EPS are non-
                      GAAP financial measures. Adjusted
                      EBITDA is calculated by excluding
                      from net loss, interest, income
                      taxes, depreciation and
                      amortization expense,
                      restructuring and other related
                      costs, share-based compensation
                      expense, certain corporate
                      development-related costs,
                      reserve for project-related
                      disputes, earnout adjustments and
                      real estate exit and related
                      charges. Adjusted EBITDA Margin is
                      Adjusted EBITDA as a percentage of
                      revenue.  Adjusted operating
                      expenses excludes from operating
                      expenses, which is the sum of
                      "Operating and administrative
                      expenses", "Restructuring and
                      other related costs" in the
                      consolidated statements of
                      operations, depreciation and
                      amortization expense,
                      restructuring and other related
                      costs, share-based compensation
                      expense, certain corporate
                      development-related costs,
                      reserve for project-related
                      disputes, earnout adjustments and
                      real estate exit and related
                      charge. Adjusted EPS excludes from
                      diluted earnings per common share,
                      restructuring and other related
                      costs, certain corporate
                      development-related costs,
                      reserve for project-related
                      disputes, earnout adjustments,
                      amortization of acquired
                      intangibles, real estate exit and
                      related charges and the related
                      specific income tax effect. See
                      reconciliation of these non-GAAP
                      financial measures to U.S. GAAP
                      financial measures below.



    Reconciliations of non-GAAP Financial Measures to U.S. GAAP Financial Measures:
    -------------------------------------------------------------------------------


                                                                                        Three Months Ended                     Six Months Ended

                                                                                             June 30,                              June 30,

                                                                                      2017                 2016         2017                     2016
                                                                                      ----                 ----         ----                     ----


    Net loss to Adjusted EBITDA:

    Net loss                                                                                 $(7,891)                        $(7,484)                 $(14,728)    $(12,301)

    Interest expense, net                                                              316                          298                          730           541

    Income tax expense                                                               1,325                          572                        1,890         1,419

    Depreciation and amortization                                                    2,046                        2,625                        4,156         5,707

    Restructuring and other related costs (a)                                            -                         240                            -          289

    Share-based compensation (b)                                                       648                          463                        1,283         1,156

    Corporate development related (c)                                                  893                            9                        1,400            25

    Reserve for project-related disputes (d)                                             -                         500                            -          500

    Earnout adjustments (e)                                                              -                          33                            -        (846)

    Real estate exit and related charges (f)                                         1,219                            -                       1,219             -

    Adjusted EBITDA                                                                          $(1,444)                        $(2,744)                  $(4,050)     $(3,510)
                                                                                              -------                          -------                    -------       -------

    Adjusted EBITDA margin                                                          (0.9)%                      (1.2)%                      (1.1)%       (0.8)%


    Operating expenses to Adjusted operating expenses:

    Operating expenses (g)                                                                    $38,541                          $48,555                    $78,519       $95,651

    Depreciation and amortization                                                    2,046                        2,625                        4,156         5,707

    Restructuring and other related costs (a)                                            -                         240                            -          289

    Share-based compensation (b)                                                       648                          463                        1,283         1,156

    Corporate development related (c)                                                  893                            9                        1,400            25

    Reserve for project-related disputes (d)                                             -                         500                            -          500

    Earnout adjustments (e)                                                              -                          33                            -        (846)

    Real estate exit and related charges (f)                                         1,219                            -                       1,219             -
                                                                                     -----                          ---                       -----           ---

    Adjusted operating expenses                                                               $33,735                          $44,685                    $70,461       $88,820
                                                                                              -------                          -------                    -------       -------


    EPS to Adjusted EPS:

    Earnings (loss) per common share - diluted                                                $(0.42)                         $(0.39)                   $(0.79)      $(0.63)

    Restructuring and other related costs (a)                                            -                        0.01                            -         0.01

    Corporate development related (c)                                                 0.05                            -                        0.07             -

    Reserve for project-related disputes (d)                                             -                        0.03                            -         0.03

    Earnout adjustments (e)                                                              -                           -                           -       (0.04)

    Amortization of acquired intangibles (h)                                          0.02                         0.03                         0.04          0.08

    Real estate exit and related charges (f)                                          0.06                            -                        0.06             -

    Income tax effect (i)                                                           (0.01)                      (0.01)                      (0.01)       (0.02)
                                                                                     -----                        -----                        -----         -----

    Adjusted EPS                                                                              $(0.30)                         $(0.33)                   $(0.63)      $(0.57)
                                                                                               ------                           ------                     ------        ------



    (a)               Represents "Restructuring and other
                      related costs" in the consolidated
                      statements of operations related
                      to restructuring plan undertaken
                      during 2015.

    (b)               Represents share-based
                      compensation expense included in
                      "Operating and administrative
                      expenses" in the consolidated
                      statements of operations.

    (c)               Represents incremental costs
                      associated with corporate
                      development related activities,
                      including the acquisition and
                      divestiture of businesses and the
                      pursuit of strategic alternatives
                      and activities leading to the
                      merger agreement with AEI,
                      included in "Operating and
                      administrative expenses" in the
                      consolidated statements of
                      operations.

    (d)               Represents the impact to "Operating
                      and administrative expenses" in
                      the consolidated statements of
                      operations related to an increase
                      in reserves for project-related
                      disputes.

    (e)               Represents an expense (benefit)
                      from earnout adjustments
                      associated with the acquisition of
                      businesses included in "Operating
                      and administrative expenses" in
                      the consolidated statements of
                      operations.

    (f)               Represents a real estate exit and
                      related charges in connection with
                      the consolidation of facilities
                      included in "Operating and
                      administrative expenses" in the
                      consolidated statements of
                      operations.

    (g)               Operating expenses include
                      "Operating and administrative
                      expenses", "Restructuring and
                      other related costs", "Impairment"
                      and "Loss on disposition of
                      business interests" in the
                      consolidated statements of
                      operations.

    (h)               Represents the EPS impact to
                      "Operating and administrative
                      expenses" in the consolidated
                      statements of operations related
                      to the amortization of definite-
                      lived intangibles identified as a
                      result of acquisitions completed
                      during the fourth quarter of 2015.

    (i)               Represents the aggregate income tax
                      effect of each of the adjustments
                      to diluted earnings per common
                      share based on the specific income
                      tax effect, including any related
                      deferred tax adjustments.


                                                                     Summary of Historical Impact of Anders on Reported Results


    Supplemental Non-GAAP Financial Measures:                                                                                   Three Months
                                                                                                                                    Ended             Six Months Ended
    -----------------------------------------

                                                                                                                                 June 30,                 June 30,

                                                                                                                                        2016                     2016
                                                                                                                                        ----                     ----


    Revenue excluding Anders (i)                                                                                                             $206,191                   $416,750

    Gross Profit excluding Anders (i)                                                                                                 38,642                     78,058

    Operating and administrative expenses excluding Anders (i), (ii)                                                                  44,015                     86,694

    Depreciation and amortization excluding Anders (i)                                                                                 2,469                      5,388



    (i)                Revenue excluding Anders, Gross
                       profit excluding Anders, Operating
                       and administrative expenses
                       excluding Anders, and Depreciation
                       and amortization excluding Anders
                       are non-GAAP financial measures.
                       Revenue, Gross profit, Operating
                       and administrative expenses and
                       Depreciation and amortization
                       excluding Anders exclude from the
                       Company's consolidated revenue,
                       gross profit, operating and
                       administrative expenses and
                       depreciation and amortization, the
                       revenue, gross profit, operating
                       and administrative expenses,
                       depreciation and amortization of
                       UK-based CDI AndersElite Limited,
                       which was sold in September 2016.
                       See reconciliation of these
                       supplemental non-GAAP financial
                       measures to U.S. GAAP financial
                       measures below.

    (ii)               Operating and administrative
                       expenses include depreciation and
                       amortization expense, share-based
                       compensation expense, certain
                       corporate development-related
                       costs and earnout adjustments as
                       detailed in the above
                       reconciliation of Operating
                       expenses to Adjusted operating
                       expenses.


    Reconciliations of Supplemental non-GAAP Financial Measures to U.S. GAAP Financial Measures:
    --------------------------------------------------------------------------------------------


                                                       Three Months
                                                           Ended                   Six Months Ended

                                                        June 30,                       June 30,

                                                               2016                           2016
                                                               ----                           ----


    Revenue to Revenue excluding
     Anders:

    Revenue                                                            $226,693                      $460,217

    Anders Revenue                                           20,502                           43,467
                                                             ------                           ------

    Revenue excluding Anders                                           $206,191                      $416,750
                                                                       --------                      --------


    Gross Profit to Gross Profit
     excluding Anders:

    Gross profit                                                        $42,095                       $85,370

    Anders Gross profit                                       3,453                            7,312
                                                              -----                            -----

    Gross profit excluding Anders                                       $38,642                       $78,058
                                                                        -------                       -------


    Operating and Administrative
     Expenses to Operating and
     Administrative Expenses
     excluding Anders:

    Operating and administrative
     expenses (i)                                                       $48,315                       $95,362

    Anders Operating and
     administrative expenses                                  4,300                            8,668
                                                              -----                            -----

    Operating and administrative
     expenses excluding Anders                                          $44,015                       $86,694
                                                                        -------                       -------


    Depreciation and Amortization
     to Depreciation and
     Amortization excluding Anders:

    Depreciation and amortization                                        $2,625                        $5,707

    Anders Depreciation and
     amortization                                               156                              319
                                                                ---                              ---

    Depreciation and amortization
     excluding Anders                                                    $2,469                        $5,388
                                                                         ------                        ------



    (i)               Operating and administrative
                      expenses include depreciation and
                      amortization expense, share-based
                      compensation expense, certain
                      corporate development-related
                      costs and earnout adjustments as
                      detailed in the above
                      reconciliation of Operating
                      expenses to Adjusted operating
                      expenses.

View original content:http://www.prnewswire.com/news-releases/cdi-corp-reports-second-quarter-2017-results-300501431.html

SOURCE CDI Corp.