CINCINNATI, July 5, 2006 (PRIMEZONE) -- Resolve Staffing, Inc. (OTCBB:RSFF) today announces that the proposed merger with ELS has been delayed until further notice. On February 22, 2006, Resolve Staffing, Inc. ("Resolve") and Employee Leasing Services, Inc. ("ELS") entered into a merger agreement. Resolve and ELS contemplated that the merger would be completed by June 30, 2006. Subsequent to the announcement, Resolve has acquired two addition staffing firms with annual sales totaling over $20 million. Because of these acquisitions, and unexpected filing and accounting issues, the merger with ELS is being delayed until further notice. While the companies will continue to move forward with the proposed merger, a new closing date has yet to be set. There is no certainty that Resolve will be able to consummate a transaction with ELS. In any event, Resolve will immediately announce a new closing date, or if merger discussion have been terminated, as soon as any revised dates or discussions have been set.
Resolve will continue to maintain a strategic relationship with ELS. Resolve's strategic alliance with ELS gives RSFF the resources to continue with its strategy of acquiring other staffing companies. ELS, which is owned by Ron Heineman, Resolve's CEO and largest shareholder, manages a payroll of over 10,000 worksite employees in over 40 states with operation and service centers throughout the country. Being aligned with ELS gives Resolve some distinct advantages in what is a competitive, fast-growing industry. Through this relationship, Resolve can provide human resource management services to help its small-business clients tackle increased complexities associated with the employment aspect of their businesses. These services include payroll processing, employee benefits and administration, workers' compensation coverage, effective risk management and workplace safety programs. ELS has played a key roll in Resolve's aggressive growth. In February 2005, Resolve merged with ELS' staffing division, making Ron Heineman (owner/operator of ELS) Resolve's CEO and largest shareholder. With the vision of Mr. Heineman, and the financial backing of ELS, Resolve has grown to approximately 61 locations and is on a current run rate for revenues of approximately $100 million.
Ron Heineman, CEO of Resolve, stated, "Resolve Staffing has made significant progress over the past two years. This aggressive growth has been achieved with the assistance of ELS as a strategic partner. While the closing of the proposed merger has been delayed, Resolve and ELS will continue to work together to maintain the growth Resolve has achieved and expects to continue to pursue in the coming years. Resolve has aggressively grown into a national staffing firm with annual sales currently on pace for $100 million. As we have continued to demonstrate, Resolve will pursue aggressive growth both organically and through strategic acquisition opportunities throughout the U.S. With the assistance of ELS, Resolve has built a scalable infrastructure capable of supporting our continued growth."
About Resolve Staffing, Inc.
Resolve Staffing is a national provider of outsourced human resource services. With 61 offices reaching from New York to California, the Company provides a full range of supplemental staffing and outsourced solutions, including solutions for temporary, temporary-to-hire, or direct hire staffing in the medical, trucking, garment, clerical, office administration, customer service, professional and light industrial categories. For additional information on Resolve Staffing visit our website www.resolvestaffing.com.
This press release contains forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets. These risks and uncertainties may cause the actual results of the Company to be materially different from any future results expressed or implied. Factors that could affect future results include economic conditions in the Company's service areas, the effect of changes in the Company's mix of services on gross margin, the Company's ability to successfully integrate acquired businesses with its existing operations, future workers' compensation claims experience, the effect of changes in the workers' compensation regulatory environment in one or more of our primary markets, and collectibility of accounts receivable among others. Other important factors that may affect the Company's future prospects are described in the Company's 2005 Annual Report on Form 10-KSB. Although forward-looking statements help to provide complete information about the Company, readers should keep in mind that forward-looking statements may be less reliable than historical information. The Company undertakes no obligation to update or revise forward-looking statements in this release to reflect events or changes in circumstances that occur after the date of this release.