EX-99.1 5 file003.htm PRESS RELEASE



                                [TEAMSTAFF LOGO]

CONTACT INFORMATION:

TEAMSTAFF, INC.                               CCG INVESTOR RELATIONS
300 Atrium Drive                              15300 Ventura Boulevard, Suite 303
Somerset, NJ  08873                           Sherman Oaks, CA 91403
(732) 748-1700                                (818) 789 0100
T. KENT SMITH, PRESIDENT & CEO                CROCKER COULSON
                                              PARTNER


     TEAMSTAFF ANNOUNCES PRIVATE PLACEMENT OF APPROXIMATELY $4.3 MILLION OF
           SECURITIES; ENTRY INTO DEFINITIVE AGREEMENT FOR ACQUISITION
                  OF MEMPHIS-BASED TRAVEL NURSE STAFFING FIRM;
                      CONFIRMS FOURTH QUARTERGUIDANCE; AND
                      PROVIDES OUTLOOK FOR FISCAL YEAR 2005

Somerset, NJ - November 8, 2004- TeamStaff, Inc. (NASDAQ: TSTF), one of the
nation's leading providers of healthcare staffing and specialty payroll
services, announced that it has received subscriptions from certain
institutional accredited investors for the private placement of 2.4 million
shares of its common stock and warrants to purchase 600,0000 shares. The net
proceeds of approximately $4 million after payment of offering expenses will be
used principally to fund the Company's internal growth initiatives and to
execute on its strategy of completing complementary acquisitions in the
temporary medical staffing industry. The investors in the transaction will
receive one three-year warrant to purchase an additional share of common stock
at a price of $2.50 per share for every four shares of common stock purchased in
the transaction. Final allocation of the securities subscribed to among the
investors will be made by TeamStaff prior to the closing of the transaction. The
closing is conditioned upon customary closing conditions and is expected to
occur by November 9, 2004.

SunTrust Robinson Humphrey Capital Markets and Maxim Group LLC served as selling
agents on TeamStaff's behalf and received combined commissions of 6.5% of the
gross proceeds. The securities were offered and sold in an exempt transaction in
reliance on Section 4(2) of the Securities Act of 1993 and/or Regulation D
promulgated thereunder. TeamStaff is obligated to file a registration statement
with the SEC to provide for the resale of the securities within 20 days of the
closing.

Commenting on the transaction, T. Kent Smith, TeamStaff's President and CEO,
stated, "This transaction provides us with the capital to implement our
ambitious organic and acquisitive growth strategy in the $10 billion healthcare
staffing industry. The healthcare staffing industry currently is highly
fragmented. This fragmentation provides a unique opportunity for
well-capitalized participants to benefit from the same sorts of consolidation
trends that occurred in the clerical/light industrial/financial/IT staffing
sectors. The additional capital provided by the private placement transaction
will allow us to take advantage of these opportunities."

Mr. Smith continued, "We are quite pleased to announce that we are already
beginning to execute on our growth strategy. On Friday, November 5, 2004, our
medical staffing subsidiary,








TeamStaff Rx, entered into a definitive agreement to acquire the medical
staffing business of Nursing Innovations, Inc., a Memphis, Tennessee-based
provider of travel and per diem nurses. Nursing Innovations has a first-rate
reputation in providing registered nurses to healthcare clients on a nationwide
basis. We are extremely happy that Lee Booth, the President of Nursing
Innovations, will be joining TeamStaff to manage our nurse staffing business.
Lee's expertise and reputation should allow us not only to grow our current
nursing business, but should provide us with the opportunity to cross-sell
allied staffing services to former Nursing Innovations clients and increase our
penetration in our current allied staffing clients with our increased nurse
staffing capabilities. The transaction is expected to be immediately accretive."

TeamStaff estimates that the acquisition will add approximately $14 million in
annualized revenues and approximately $0.03 per fully diluted share in
annualized earnings, even after taking into account the shares issued as part of
the private placement. The terms of the agreement provide for TeamStaff Rx to
acquire certain assets and goodwill from Nursing Innovations and its primary
shareholder. The combined purchase price is approximately $1.8 million, of which
$180,000 will be held in an escrow account for a period of one year to provide
security for the sellers' indemnification obligations. In addition, there are
certain deferred purchase price provisions which may increase the total purchase
price based upon on the performance of the former Nursing Innovations business
during the two years following closing of the transaction. Closing of the
transaction, which is expected to occur by mid-month, is conditioned upon
satisfaction of customary closing conditions, including the receipt of client
consents to assignment of their Nursing Innovations service agreements and
closing of the private placement transaction.

"Nursing Innovations is the first of what we anticipate will be a number of
future strategic acquisitions to expand our presence in travel nurse staffing
and other allied specialties, as well as achieve a greater degree of scale in
our operations," stated Mr. Smith. "Over the past six months, we have had
extensive negotiations with a number of prospective acquisition candidates and
have identified four, in addition to Nursing Innovations, that help us leverage
our market position as a leading provider of allied healthcare professionals.
Our goal is to become a leading provider of healthcare travel staffing services.
Through this combination of acquisitive and organic growth, we believe we should
be well-positioned to be a key player in an industry that is projected to
rebound by approximately 10% in 2005."

TeamStaff also confirmed its guidance for the fiscal quarter ended September 30,
2004. TeamStaff anticipates revenues from continuing operations for the three
months ended September 30, 2004 to be $9.1 million, which is comprised of $8.0
million in revenues from the medical staffing division and $1.1 million in
revenues from the payroll services division. TeamStaff anticipates gross profit
to be $2.3 million, or 25% of revenues. Operating expenses are expected to be
$2.5 million for the quarter. Loss from operations is expected to be $0.3
million, which is attributable to income of $0.4 million in each of the
Company's two operating units being offset by a loss of $1.1 million in the
Company's corporate division. Loss from continuing operations is expected to be
approximately $144,000, or ($0.01) per share, which is within the guidance
provided by the Company on August 2, 2004. Net loss, including discontinued
operations, is expected to be $0.4 million, or ($0.03) per share. Management
expects to be able to issue fourth quarter and full year earnings release
shortly, and does not anticipate that final results will vary materially from
these estimates.


LOOKING FORWARD:

Commenting on TeamStaff's outlook for the 2005 fiscal year, Mr. Smith stated,
"While we expect to be the beneficiary of a general improvement in the
healthcare staffing sector in calendar year 2005, we are implementing a number
of strategic objectives to enhance the Company's growth and profitability. We
are targeting 2005 fiscal year revenues of between $67 million and $70 million.
This forecast assumes organic revenue growth of approximately 10% to 15% in the
Company's medical staffing division over the 2004 fiscal year, organic revenue
growth of







approximately 7% to 10% in the Company's payroll services division over the 2004
fiscal year, and additional revenues of $25 million to $30 million ($35 million
to $45 million annualized) from projected acquisitions of healthcare staffing
firms. Based on this revenue forecast, we are projecting fiscal year 2005 net
income of between $0.6 million and $0.9 million and fiscal year 2005
fully-diluted earnings per share of between $0.03 and $0.05."

TeamStaff's forecasts are based on a number of assumptions, including, but not
limited to: 1) net proceeds from the private placement offering (excluding the
exercise of any warrants) are approximately $4 million; 2) for the purposes of
computing per share data, the private placement offering results in a total
issuance of 3 million shares of TeamStaff common stock; 3) completion of the
Nursing Innovations acquisition; 4) $1.8 million in restricted cash used as
workers' compensation collateral becomes unrestricted in the second quarter of
fiscal year 2005; 5) TeamStaff secures a new credit facility providing
approximately $3 million in available credit by the fourth quarter of fiscal
year 2005; and 6) the consummation of several additional healthcare staffing
firm acquisitions in fiscal year 2005.

The private placement referred to above was made only to accredited
institutional investors in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act")
under Section 4(2) and/or Regulation D promulgated thereunder. The shares of
common stock being issued have not been registered under the Securities Act, or
any state securities laws, and unless so registered, may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities act and applicable state securities
laws. This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be any sale of
the securities in any jurisdiction in which such offering would be unlawful.


About TeamStaff, Inc.

Headquartered in Somerset, New Jersey, TeamStaff serves clients and their
employees throughout the United States as a full-service provider of payroll and
medical staffing solutions.

TeamStaff Rx provides medical allied health professionals and nurses to doctors'
offices and medical facilities throughout the United States on a temporary or
permanent basis and offers programs and services designed to assist medical
facilities in managing their temporary staffing costs. DSi Payroll Services,
TeamStaff's payroll processing division, provides customized payroll management
and tax filing services to select industries, such as construction and general
contracting.


For more information, visit the TeamStaff web site at www.teamstaff.com.

This press release contains "forward-looking statements" as defined by the
Federal Securities Laws. TeamStaff's actual results could differ materially from
those described in such forward-looking statements as a result of certain risk
factors, including but not limited to: (i) regulatory and tax developments; (ii)
changes in direct costs and operating expenses; (iii) the estimated costs and
effectiveness of capital projects and investments in technology infrastructure;
(iv) ability to effectively implement its business strategies and operating
efficiency initiatives, including, but not limited to, its business, acquisition
and growth strategy for TeamStaff Rx; (v) ability to complete potential
acquisitions and integrate them effectively; (vi) the effectiveness of sales and
marketing efforts, including TeamStaff's marketing arrangements with other
companies; (vii) ability to retain qualified management personnel; (viii)
changes in the competitive environment in the temporary staffing and payroll
processing industry, including competition for qualified temporary medical
staffing personnel; (ix) the favorable or unfavorable development of workers'
compensation claims covered under TeamStaff's workers' compensation programs;
and (xi) other one-time events and other important factors disclosed previously
and from time to time in TeamStaff's







filings with the U.S. Securities and Exchange Commission. These factors are
described in further detail in TeamStaff's filings with the U.S. Securities and
Exchange Commission.


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