PHILADELPHIA, Nov. 2, 2016 /PRNewswire/ -- CDI Corp. (NYSE: CDI) (the "Company") today reported results for the third quarter ended September 30, 2016.

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"Business performance during the third quarter includes actions taken to improve our expense structure and cash conversion, as well as strategic focus with the sale of UK-based AndersElite Limited," stated President and Interim Chief Executive Officer Michael S. Castleman. "Going forward, we share as a company a clear operating imperative to build on common pillars of our business, such as talent acquisition and management, to deliver improved growth and profitability. This imperative is supported by the tremendous commitment and collaborative spirit of all CDI employees."

Third Quarter Overview


    --  Recorded revenue of $220.3 million compared to $244.7 million in third
        quarter 2015; this third quarter 2016 figure excludes approximately $3.5
        million of revenue due to the sale of Anders, on September 16, 2016,
        prior to quarter end
    --  Net loss attributable to CDI of $17.8 million, or $(0.96) per diluted
        share, versus a net loss of $20.2 million, or $(1.03) per diluted share,
        in third quarter 2015
    --  Adjusted EBITDA of $0.9 million versus third quarter 2015 Adjusted
        EBITDA of $3.3 million(1)
    --  Repurchased 260,960 shares for $1.6 million during the third quarter
        2016 and an aggregate of 1,190,356 shares for $7.3 million from
        inception of the program through September 30, 2016
    --  Implemented a restructuring, resulting in a charge of $3.5 million, to
        further align our organizational structure, facilities and resource
        utilization with business volumes and strategic direction
    --  Generated $14.2 million in cash flow from operating activities


    (1)Adjusted EBITDA excludes from
     net loss attributable to CDI,
     interest, income taxes,
     depreciation and amortization
     expense, impairment charges,
     restructuring and other related
     costs, share-based compensation
     expense, leadership transition
     costs, loss on disposition,
     certain acquisition-related
     items, reserve for project-
     related disputes, earnout
     adjustments and gain from the sale
     of a non-operating corporate
     asset. Adjusted EPS excludes from
     diluted earnings per common share,
     impairment charges, restructuring
     and other related costs,
     leadership transition costs, loss
     on disposition, certain
     acquisition-related items,
     reserve for project-related
     disputes, earnout adjustments,
     amortization of acquired
     intangibles, gain from the sale of
     a non-operating corporate asset
     and the related income tax effect
     of each of the adjustments. See
     the financial tables accompanying
     this release for more information
     on non-GAAP financial measures
     and the reconciliation of these
     measures to GAAP measures.

Summary Results from Operations for the Third Quarter

For the third quarter 2016, revenue was $220.3 million compared to $244.7 million in the prior-year third quarter. Results for the third quarter of 2016 include $10.5 million in revenue from EdgeRock Technologies, acquired in October 2015 and now comprising our Specialty Talent vertical within the Specialty Talent and Technology Solutions segment. Third quarter 2016 results include partial quarter revenue of $15.8 million for Anders for the period prior to its disposition on September 16, 2016, versus $25.8 million in the full prior-year period. In the third quarter 2016, the Company recorded a pre-tax restructuring charge of $3.5 million and a loss on disposition associated with Anders of $11.3 million.

Enterprise Talent revenue was $127.5 million versus $146.9 million in the prior-year period. Revenue in the North America Staffing vertical declined 7.8%, or $9.4 million, primarily due to the completion of discrete client projects and reduced spending at the Company's largest client. UK Staffing revenue declined 38.7%, to $15.8 million from $25.8 million, due to the negative impact of foreign currency exchange rates (approximately $2.9 million), the disposition of Anders (approximately $3.5 million) on September 16, 2016, and reductions across engineering and construction sectors, in part associated with the uncertainty following the Brexit referendum.

Specialty Talent and Technology Solutions revenue was $18.9 million, an increase of $11.2 million from the prior year, principally as a result of the inclusion of $10.5 million in revenue from the acquisition of EdgeRock, which currently comprises Specialty Talent. In Technology Solutions, revenue grew 9.7% due to increased spending by certain clients, including new projects.

Engineering Solutions revenue was $60.9 million versus $76.6 million in the prior-year period primarily due to declines in demand for engineering services by downstream and midstream clients in Energy, Chemicals & Infrastructure as a result of completion of several large projects and the impact of the decline in oil and gas prices on new spending. Revenue in Aerospace & Industrial Equipment was down primarily due to reduced spending by a large commercial aviation client and, to a lesser extent, the wind down of the Company's data acquisition and analysis business during 2015. The slight increase in the Government Services vertical was primarily due to growth in existing naval defense contracts.

MRI revenue in the third quarter was $13.0 million versus $13.5 million in the prior year due to a decline in royalty revenue and, to a lesser extent, contract staffing revenue, partially offset by an increase in franchise fees.

The Company's gross profit was $40.5 million compared to $46.8 million in the year-ago quarter, primarily due to the decrease in revenue. Gross profit margin rates were 70 basis points lower than the prior-year period related to reductions in gross margins in all segments, partially offset by a positive shift in revenue mix to higher margin Specialty Talent revenue.

The Company reported an operating loss in the third quarter of $17.9 million compared to an operating loss of $22.1 million in the year-ago quarter. Excluding the $11.3 million loss on disposition in 2016 and the $21.5 million impairment charge in 2015, operating results decreased primarily due to the reduction in gross profit and increase in restructuring and other related costs, partially offset by an improvement in operating and administrative expenses.

Operating and administrative expenses in the third quarter improved by $3.2 million, or 6.8%, compared to the third quarter of 2015, primarily due to actions taken by the Company to reduce personnel-related and other costs in response to lower business volume, reduced corporate costs and the disposition of Anders on September 16, 2016, partially offset by the inclusion of EdgeRock.

Additional detailed segment data is included in the tables incorporated in this release and in the Company's Form 10-Q Report.

Balance Sheet and Liquidity

CDI ended the third quarter with $10.2 million in cash and cash equivalents versus $16.9 million at the end of the fourth quarter 2015 and $26.4 million at the end of the third quarter 2015. Total debt outstanding was $15.0 million at September 30, 2016, versus $18.8 million at December 31, 2015. Net cash provided by operating activities was $6.5 million for the first nine months of 2016 versus $2.4 million in the prior-year period. Total liquidity, including availability under CDI's bank and credit facilities, totaled $120.6 million at September 30, 2016, versus $137.6 million at the end of the fourth quarter 2015.

Business Outlook

The Company estimates revenue for the fourth quarter of 2016 in the range of $185 million to $195 million, with project completions, project delays and volume declines among large clients within Enterprise Talent, and fewer billing days in the fourth quarter, negatively impacting our estimated fourth quarter revenue compared to the third quarter of 2016. Our guidance compares to revenue in the third quarter, excluding Anders, of $204.4 million.

Conference Call

At 8:30 a.m. Eastern Time on November 3, 2016, Michael S. Castleman, President and Interim CEO, will host a conference call to discuss the 2016 third quarter results and business outlook. The call can be accessed live, via the Internet, at www.cdicorp.com or at 866-803-2143, passcode 3150648.

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. Our client offerings include an array of engineering design project solutions, information technology project solutions and managed services, specialty technology staff augmentation, and program and managed staffing services. Our clients are corporations in multiple industries, including energy, chemicals, infrastructure, aerospace, industrial equipment, technology, as well as municipal and state governments, and the U.S. Department of Defense. We have offices and delivery centers in the United States and Canada. In addition, we also provide recruiting and staffing services through our global MRINetwork(®) of franchisees. Learn more at www.cdicorp.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, we and our representatives may make statements that are forward-looking. All statements that address expectations or projections about the future, including, but not limited to, statements about our plans, strategies, adequacy of resources and future financial results (such as revenue, gross profit, operating profit, cash flow, and tax rate), 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 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: weakness or volatility in general economic conditions and levels of capital spending by clients in the industries we serve, including as a result of the U.S. elections; 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; the failure to achieve the anticipated benefits of acquisitions, and difficulties in integrating acquired businesses with CDI; the inability to obtain favorable price and other terms for any acquisitions and divestitures we may do; delays or reductions in U.S. government spending; credit risks associated with our clients; competitive market pressures; foreign currency fluctuations; restrictions on the availability of funds and on our activities under our asset-based, secured credit facility; the availability, retention and cost of qualified labor; our level of success in attracting, training, and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to, the activities of our professional employees and our temporary employees; our performance on client contracts; negative outcome of pending and future claims and litigation; improper disclosure or loss of sensitive or confidential company, client, government, employee or candidate information, including personal data; and government policies, legislation or judicial decisions adverse to our businesses. More detailed information about these and other risks and uncertainties may be found in our filings with the United States Securities and Exchange Commission (SEC), particularly in the "Risk Factors" section in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law. Unless the context otherwise requires, all references herein to "CDI," the "Registrant," the "Company," "we," "us" or "our" are to CDI Corp. and its consolidated subsidiaries.

Use of Non-GAAP Financial Measures

This press release contains financial information calculated other than pursuant to U.S. Generally Accepted Accounting Principles (GAAP). In particular, it includes (i) Adjusted EBITDA and Adjusted EBITDA Margin, which are adjusted to exclude from net loss attributable to CDI, interest, income taxes, depreciation and amortization expense, impairment, restructuring and other related costs, share-based compensation expense, leadership transition costs, loss on disposition, certain acquisition-related items, reserve for project-related disputes, earnout adjustments and gain on the sale of a non-operating corporate assets, (ii) Adjusted EPS, which excludes from diluted earnings per common share, impairment, restructuring and other related costs, leadership transition costs, loss on disposition, certain acquisition-related items, reserve for project-related disputes, earnout adjustments, amortization of acquired intangibles, gain on the sale of a non-operating corporate asset and the related income tax effect of each of the adjustments, and (iii) Revenue, Gross profit, Operating and administrative expenses and Depreciation and amortization excluding Anders, which excludes 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 AndersElite Limited. 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 these non-GAAP measures 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; (vii) in the case of financial measures excluding Anders, these measures do not reflect the financial performance of the entire Company in the periods presented and (viii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

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.

Financial Tables Follow





                                                                   CDI CORP. AND SUBSIDIARIES

                                                         (Amounts in thousands, except per share data)

                                                                          (Unaudited)


                                                                    Three Months Ended                                   Nine Months Ended

                                                                      September 30,                                        September 30,
                                                                    -------------                                   -------------

    Consolidated Statements of Operations:                  2016                     2015              2016                     2015
    --------------------------------------                  ----                     ----              ----                     ----


    Revenue                                                         $220,260                                  $244,662                        $680,477      $748,941

    Cost of services                                     179,727                              197,835                       554,574             608,697
                                                         -------                              -------                       -------             -------

    Gross profit                                          40,533                               46,827                       125,903             140,244

    Operating and administrative expenses (1), (5)        43,675                               46,853                       139,037             137,570

    Restructuring and other related costs (2)              3,478                                  566                         3,767                 613

    Impairment (3)                                             -                              21,537                             -             21,537

    Loss on disposition of business interests (4), (6)    11,301                                    -                       11,301                 310
                                                          ------                                  ---                       ------                 ---

    Operating loss                                      (17,921)                            (22,129)                     (28,202)           (19,786)

    Other income (expense), net                            (112)                                 683                         (713)                599
                                                            ----                                  ---                          ----                 ---

    Loss before income taxes                            (18,033)                            (21,446)                     (28,915)           (19,187)

    Income tax expense (benefit)                           (215)                             (1,244)                        1,204                 785
                                                            ----                               ------                         -----                 ---

    Net loss                                            (17,818)                            (20,202)                     (30,119)           (19,972)

    Less: Loss attributable to noncontrolling interests        -                                   -                            -               (83)

    Net loss attributable to CDI                                   $(17,818)                                $(20,202)                      $(30,119)    $(19,889)
                                                                    --------                                  --------                        --------      --------


    Earnings (loss) per common share:

    Basic                                                            $(0.96)                                  $(1.03)                        $(1.57)      $(1.01)

    Diluted                                                          $(0.96)                                  $(1.03)                        $(1.57)      $(1.01)

    Weighted-average shares outstanding - Basic           18,627                               19,695                        19,158              19,668

    Weighted-average shares outstanding - Diluted         18,627                               19,695                        19,158              19,668


    Selected Balance
     Sheet Data:     September 30,              December 31,
                              2016                       2015
    ---                       ----                       ----


    Cash and cash
     equivalents                      $10,210                         $16,932

    Accounts
     receivable, net       192,391                            205,494

    Total current
     assets                218,877                            240,320

    Total assets           313,941                            339,097

    Total current
     liabilities           102,265                            103,783

    Total CDI
     shareholders'
     equity                190,837                            221,243


                                  Nine Months Ended

                                    September 30,
                                    -------------

    Selected Cash
     Flow Data:               2016                       2015
    -------------             ----                       ----


    Net cash
     provided by
     operating
     activities                        $6,495                          $2,426

    Depreciation and
     amortization            8,111                              7,311

    Capital
     expenditures            6,908                              6,482

    Stocks
     repurchased
     under stock
     repurchase
     program                 7,255                                  -

    Dividends paid
     to shareholders             -                             7,675



                                                                     Three Months Ended         Nine Months Ended

                                                                         September 30,            September 30,
                                                                         -------------            -------------

    Selected Earnings and Other Financial Data:                        2016             2015                  2016      2015
    -------------------------------------------                        ----             ----                  ----      ----


    Gross margin                                                      18.4%                   19.1%                 18.5%     18.7%

    Operating and administrative expenses as a percentage of revenue  19.8%                   19.2%                 20.4%     18.4%

    Operating margin                                                 (8.1)%                  (9.0)%                (4.1)%    (2.6)%

    Effective income tax rate                                          1.2%                    5.8%                (4.2)%    (4.1)%



                                                      Three Months Ended                 Nine Months Ended

                                                        September 30,                      September 30,
                                                        -------------                      -------------

    Selected Segment Data:                        2016                   2015          2016                     2015
    ----------------------                        ----                   ----          ----                     ----


    Enterprise Talent

    Revenue:

    North America Staffing                                $111,653                            $121,051                 $341,315       $377,709

    UK Staffing                                 15,835                          25,812                       59,302       79,972
                                                ------                          ------                       ------       ------

    Total revenue                                         $127,488                            $146,863                 $400,617       $457,681
                                                          --------                            --------                 --------       --------

    Gross profit                                           $13,848                             $18,165                  $45,763        $55,751

    Gross margin                                 10.9%                          12.4%                       11.4%       12.2%

    Operating loss (2), (3), (4), (7)                    $(10,299)                           $(8,955)                $(9,622)      $(1,686)

    Operating margin                            (8.1)%                         (6.1)%                      (2.4)%      (0.4)%


    Specialty Talent and Technology Solutions

    Revenue:

    Specialty Talent                                       $10,461                       $           -                 $31,432   $          -

    Technology Solutions                         8,477                           7,724                       25,028       23,315
                                                 -----                           -----                       ------       ------

    Total revenue                                          $18,938                              $7,724                  $56,460        $23,315
                                                           -------                              ------                  -------        -------

    Gross profit                                            $5,626                              $2,422                  $16,448         $7,579

    Gross margin                                 29.7%                          31.4%                       29.1%       32.5%

    Operating profit (loss) (1), (2), (7)                   $(575)                               $188                   $(566)        $1,357

    Operating margin                            (3.0)%                           2.4%                      (1.0)%        5.8%


    Engineering Solutions

    Revenue:

    Energy, Chemicals and Infrastructure (EC&I)            $32,343                             $45,483                  $99,573       $136,344

    Aerospace and Industrial Equipment (AIE)    12,180                          14,877                       37,836       46,189

    Government Services                         16,329                          16,210                       47,850       45,404
                                                ------                          ------                       ------       ------

    Total revenue                                          $60,852                             $76,570                 $185,259       $227,937
                                                           -------                             -------                 --------       --------

    Gross profit                                           $14,859                             $19,624                  $45,112        $57,257

    Gross margin                                 24.4%                          25.6%                       24.4%       25.1%

    Operating loss (2), (3), (5), (6), (7)                $(3,856)                          $(10,123)                $(8,734)      $(9,613)

    Operating margin                            (6.3)%                        (13.2)%                      (4.7)%      (4.2)%


    Management Recruiters International (MRI)

    Revenue:

    Contract Staffing                                      $10,006                             $10,106                  $28,985        $30,052

    Royalties and Franchise Fees                 2,976                           3,399                        9,156        9,956
                                                 -----                           -----                        -----        -----

    Total revenue                                          $12,982                             $13,505                  $38,141        $40,008
                                                           -------                             -------                  -------        -------

    Gross profit                                            $6,200                              $6,616                  $18,580        $19,657

    Gross margin                                 47.8%                          49.0%                       48.7%       49.1%

    Operating profit (2), (7)                               $1,102                              $1,927                   $2,766         $4,957

    Operating margin                              8.5%                          14.3%                        7.3%       12.4%



                                      Three Months Ended                Nine Months Ended

                                         September 30,                    September 30,
                                         -------------                    -------------

    Non-GAAP Financial Measures:    2016                 2015      2016                    2015
    ----------------------------    ----                 ----      ----                    ----


    Adjusted EBITDA (8)                        $885                       $3,302                $(2,625) $12,819

    Adjusted EBITDA margin (8)      0.4%                      1.3%                    (0.4)%      1.7%

    Adjusted operating expenses (8)         $39,817                      $43,408                $128,637 $127,399

    Adjusted EPS (8)                        $(0.09)                       $0.06                 $(0.66)   $0.10


    (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) The following table summarizes the amount of "Restructuring and other related costs" in the consolidated statements of operations related to restructuring plans undertaken during 2014, 2015 and 2016 by reporting segment for the indicated periods:


                                                  Three Months Ended          Nine Months Ended

                                                    September 30,               September 30,
                                                    -------------               -------------

                                                 2016                2015       2016              2015
                                                 ----                ----       ----              ----


    Restructuring and other related costs:

    Enterprise Talent                                      $331                        $331              $433  $378

    Specialty Talent and Technology Solutions     215                       -                    215        -

    Engineering Solutions                       2,504                     235                   2,690      235

    MRI                                           206                       -                    206        -

    Corporate                                     222                       -                    223        -
                                                  ---                     ---                    ---      ---

    Total restructuring and other related costs          $3,478                        $566            $3,767  $613
                                                         ------                        ----            ------  ----


    (3)              In the third quarter of 2015, the
                     Company recorded  an aggregate
                     charge of $21.5 million to
                     "Impairment" in the consolidated
                     statement of operations related
                     to the impairment of goodwill
                     comprised of Enterprise Talent
                     Solutions $10.7 million and
                     Engineering Solutions $10.4
                     million and $0.5 million related
                     to the impairment of certain
                     fixed assets.

    (4)              In the third quarter of 2016, the
                     Company's Enterprise Talent
                     segment recorded a loss of $11.3
                     million related to loss on
                     disposition of CDI AndersElite
                     Limited (Anders), the Company's
                     UK staffing and recruitment
                     business.

    (5)              In the three and nine months ended
                     September 30, 2016, the Company's
                     Engineering Solutions segment
                     recorded a charge to "Operating
                     and administrative expenses" of
                     $0.5 million and $1.0 million
                     related to project related
                     disputes.

    (6)              In the first quarter of 2015, the
                     Company's Engineering Solutions
                     segment recorded a charge of $0.3
                     million related to loss on
                     disposition of the Company's
                     controlling interest in a Mexico-
                     based engineering design company.

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


                                                Three Months Ended            Nine Months Ended

                                                  September 30,                 September 30,
                                                  -------------                 -------------

                                               2016                2015        2016                 2015
                                               ----                ----        ----                 ----


    Depreciation and amortization:

    Enterprise Talent                                    $278                           $259               $909    $925

    Specialty Talent and Technology Solutions   522                        88                     2,176      233

    Engineering Solutions                     1,117                     1,431                     3,585    4,447

    MRI                                          73                        65                       205      227

    Corporate                                   414                       456                     1,236    1,479
                                                                                                -----    -----

    Total Depreciation and amortization                $2,404                         $2,299             $8,111  $7,311
                                                       ------                         ------             ------  ------


    (8)              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 attributable to CDI,
                     interest, income taxes,
                     depreciation and amortization
                     expense, impairment, restructuring
                     and other related costs, share-
                     based compensation expense,
                     leadership transition costs, loss
                     on disposition of business
                     interests, acquisition-related
                     costs, reserve for project-
                     related disputes, earnout
                     adjustments and gain on sale of
                     non-operating corporate asset.
                     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", "Impairment" and "Loss on
                     disposition of business interests"
                     in the consolidated statements of
                     operations, depreciation and
                     amortization expense, impairment,
                     restructuring and other related
                     costs, share-based compensation
                     expense, leadership transition
                     costs, loss on disposition of
                     business interests, acquisition-
                     related costs, reserve for
                     project-related disputes and
                     earnout adjustments. Adjusted EPS
                     excludes from diluted earnings per
                     common share, impairment,
                     restructuring and other related
                     costs, leadership transition
                     costs, loss on disposition of
                     business interests, acquisition-
                     related costs, reserve for
                     project-related disputes, earnout
                     adjustments, amortization of
                     acquired intangibles, gain on sale
                     of non-operating corporate asset
                     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                      Nine Months Ended

                                                                                           September 30,                           September 30,
                                                                                           -------------                           -------------

                                                                                      2016                  2015          2016                      2015
                                                                                      ----                  ----          ----                      ----


    Net loss attributable to CDI to Adjusted EBITDA:

    Net loss attributable to CDI                                                             $(17,818)                         $(20,202)                 $(30,119)    $(19,889)

    Interest expense, net                                                              281                             40                           822           132

    Income tax expense                                                               (215)                       (1,244)                        1,204           785

    Depreciation and amortization                                                    2,404                          2,299                         8,111         7,311

    Impairment (a)                                                                       -                        21,537                             -       21,537

    Restructuring and other related costs (b)                                        3,478                            566                         3,767           613

    Share-based compensation (c)                                                       355                            354                         1,511         1,703

    Leadership transition (d)                                                          475                              -                          475           113

    Loss on disposition of business interests (e)                                   11,301                              -                       11,301           310

    Acquisition-related (f)                                                            124                            792                           149         1,044

    Reserve for project-related disputes (g)                                           500                              -                        1,000             -

    Earnout adjustments (h)                                                              -                             -                        (846)            -

    Gain on sale of non-operating corporate asset (i)                                    -                         (840)                            -        (840)

    Adjusted EBITDA                                                                               $885                             $3,302                   $(2,625)      $12,819
                                                                                                  ----                             ------                    -------       -------

    Adjusted EBITDA margin                                                            0.4%                          1.3%                       (0.4)%         1.7%


    Operating expenses to Adjusted operating expenses:

    Operating expenses (j)                                                                     $58,454                            $68,956                   $154,105      $160,030

    Depreciation and amortization                                                    2,404                          2,299                         8,111         7,311

    Impairment (a)                                                                       -                        21,537                             -       21,537

    Restructuring and other related costs (b)                                        3,478                            566                         3,767           613

    Share-based compensation (c)                                                       355                            354                         1,511         1,703

    Leadership transition (d)                                                          475                              -                          475           113

    Loss on disposition of business interests (e)                                   11,301                              -                       11,301           310

    Acquisition-related (f)                                                            124                            792                           149         1,044

    Reserve for project-related disputes (g)                                           500                              -                        1,000             -

    Earnout adjustments (h)                                                              -                             -                        (846)            -

    Adjusted operating expenses                                                                $39,817                            $43,408                   $128,637      $127,399
                                                                                               -------                            -------                   --------      --------


    EPS to Adjusted EPS:

    Earnings (loss) per common share - diluted                                                 $(0.96)                           $(1.03)                   $(1.57)      $(1.01)

    Impairment (a)                                                                       -                          1.09                             -         1.10

    Restructuring and other related costs (b)                                         0.19                           0.03                          0.20          0.03

    Leadership transition (d)                                                         0.02                              -                         0.02          0.01

    Loss on disposition of business interests (e)                                     0.61                              -                         0.59          0.01

    Acquisition-related (f)                                                           0.01                           0.04                          0.01          0.05

    Reserve for project-related disputes (g)                                          0.03                              -                         0.05             -

    Earnout adjustments (h)                                                              -                             -                       (0.04)            -

    Amortization of acquired intangibles (k)                                          0.02                              -                         0.10             -

    Gain on sale of non-operating corporate asset (i)                                    -                        (0.04)                            -       (0.04)

    Income tax effect (l)                                                           (0.01)                        (0.03)                       (0.02)       (0.05)
                                                                                     -----                          -----                         -----         -----

    Adjusted EPS                                                                               $(0.09)                             $0.06                    $(0.66)        $0.10
                                                                                                ------                              -----                     ------         -----


    (a)              Represents "Impairment" in the
                     consolidated statements of
                     operations related to the
                     impairment of goodwill and certain
                     fixed assets.

    (b)              Represents "Restructuring and other
                     related costs" in the consolidated
                     statements of operations related
                     to restructuring plans undertaken
                     during 2014, 2015 and 2016.

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

    (d)              Represents charges associated with
                     the CEO and other executive
                     leadership changes included in
                     "Operating and administrative
                     expenses" in the consolidated
                     statements of operations.

    (e)              Represents "Loss on disposition of
                     business interests" in the
                     consolidated statements of
                     operations related to the
                     disposition of the Company's UK
                     staffing and recruitment business
                     in the Company's Enterprise Talent
                     segment and the controlling
                     interest in a Mexico-based
                     engineering design company in the
                     Company's Engineering Solutions
                     segment.

    (f)              Represents incremental costs
                     associated with the acquisition of
                     a businesses included in
                     "Operating and administrative
                     expenses" in the consolidated
                     statements of operations.

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

    (h)              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.

    (i)              Represents the gain on sale of non-
                     operating corporate asset included
                     in "Other income (expense), net"
                     in the consolidated statements of
                     operations.

    (j)              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.

    (k)              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.

                    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
    (l)              deferred tax adjustments.


                                                                    Summary of Historical Impact of Anders on Reported Results


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

                                                                              March 30,                    June 30,             September 30,        September 30,

                                                                                   2016                           2016                  2016                  2015
                                                                                   ----                           ----                  ----                  ----


    Revenue excluding Anders (1)                                                           $210,559                                  $206,191                      $204,425        $218,850

    Gross Profit excluding Anders (1)                                            39,416                           38,642                      38,087                        42,323

    Operating and administrative expenses excluding Anders (1), (2)              42,679                           44,016                      40,801                        42,098

    Depreciation and amortization excluding Anders (1)                            2,919                            2,469                       2,285                         2,193


    (1)             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, excludes 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
                    AndersElite Limited.  See
                    reconciliation of these
                    supplemental non-GAAP financial
                    measures to U.S. GAAP financial
                    measures below.

    (2)             Operating and administrative
                    expenses include depreciation and
                    amortization expense, share-
                    based compensation expense,
                    leadership transition costs,
                    acquisition-related costs,
                    reserve for project-related
                    disputes 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
                                                                                                                      ------------------

                                                                                                 March 30,          June 30,             September 30,        September 30,

                                                                                                      2016                 2016                  2016                  2015
                                                                                                      ----                 ----                  ----                  ----


    Revenue to Revenue excluding Anders:

    Revenue                                                                                                $233,524                           $226,693                      $220,260        $244,662

    Anders Revenue                                                                                  22,965                 20,502                      15,835                        25,812
                                                                                                    ------

    Revenue excluding Anders                                                                               $210,559                           $206,191                      $204,425        $218,850
                                                                                                           --------                           --------                      --------        --------


    Gross Profit to Gross Profit excluding Anders:

    Gross profit                                                                                            $43,275                            $42,095                       $40,533         $46,827

    Anders Gross profit                                                                              3,859                  3,453                       2,446                         4,504

    Gross profit excluding Anders                                                                           $39,416                            $38,642                       $38,087         $42,323
                                                                                                            -------                            -------                       -------         -------


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

    Operating and administrative expenses (i)                                                               $47,047                            $48,315                       $43,675         $46,853

    Anders Operating and administrative expenses                                                     4,368                  4,299                       2,874                         4,755

    Operating and administrative expenses excluding Anders                                                  $42,679                            $44,016                       $40,801         $42,098
                                                                                                            -------                            -------                       -------         -------


    Depreciation and Amortization to Depreciation and Amortization excluding Anders:

    Depreciation and amortization                                                                            $3,082                             $2,625                        $2,404          $2,299

    Anders Depreciation and amortization                                                               163                    156                         119                           106

    Depreciation and amortization excluding Anders                                                           $2,919                             $2,469                        $2,285          $2,193
                                                                                                             ------                             ------                        ------          ------


    (i)            Operating and administrative
                   expenses include depreciation and
                   amortization expense, share-
                   based compensation expense,
                   leadership transition costs,
                   acquisition-related costs,
                   reserve for project-related
                   disputes and earnout adjustments
                   as detailed in the above
                   reconciliation of Operating
                   expenses to Adjusted operating
                   expenses.

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SOURCE CDI Corp.