IPO Company Profile
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Compass International Services Corporation
5 Independence Way, Suite 300, Princeton, NJ 08540 * (609) 514-5156

The company was organized to create a leading provider of outsourced business services to public and private entities throughout the sales cycle. The company provides accounts/receivable management services, mailing services and teleservices to clients.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
Lehman Brothers IncorporatedCo-manager (212) 526-8100

Offering Information
NASNTL:CMPS Service: SIC 7322
Type of Shares:Common Shares Filing Date:10/6/97
U.S. Shares:4,100,000 Offer Date:2/26/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:4,100,000 Offer Price:$10.50
Secondary Shares:0 Gross Spread:$0.74
Offering Amount: $45,100,000 Selling:$0.42
Expenses:$3,000,000 Reallowance:$0.10
Post-IPO Shares:11,218,460
Employees:1023

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Katten Muchin & Zavis
Bank's Law Firm: Fulbright & Jaworski
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$71.78$43.31$34.88Assets:$66.38
Net Income:$2.87$2.44$1.68Curr Assets:
EPS:$0.28$0.24$0.16Liabilities:$47.03
Prior EPS:Curr Liab:
Cash Flow/Oper:Equity:$19.35
Cash Flow/Fin:Cash:
Cash Flow/Inv:Working Cap:-$18.20

Competition
The markets in which the Company competes are highly competitive, and the Company expects competition to persist and intensify in the future. The Company's competitors include small firms offering specific business services, divisions of large entities, large independent firms and, most significantly, the in-house operations of clients or potential clients. Some of the Company's competitors have substantially greater financial, marketing and other resources, offer more diversified services and operate in broader geographic areas than the Company. There can be no assurance that additional competitors with greater resources than the Company will not enter the Company's markets. All of the services offered by the Company may be performed in-house. Many larger clients retain multiple service providers which exposes the Company to continuous competition in order to remain a preferred vendor. There can be no assurance that outsourcing of the services performed by the Company will continue or that existing Company clients will not bring some or all of such services in-house.

Business Plan
The Company's goal is to become a leading, single-source provider of outsourced business services throughout the Sales Cycle. In order to achieve this goal, the Company intends to pursue the following strategy: (I) Provide Broad Array of Complementary Services, (ii) Focus on High Quality Client Service, (iv) Leverage and Expand Technology and Operational Infrastructures and (v) Operate with Decentralized Management Structure.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies, to retire certain outstanding indebtedness of the Founding Companies, and for working capital and for general corporate purposes including future acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Kenneth W. Murphy0.240.15
Scott H. Lang0.160.10
BGL Capital Partners, L.L.C.0.160.10
Mary Maloney0.070.05
John Maloney0.070.05
Gene Collins0.070.05
Les J. Kirschbaum0.070.04
Leeds Hackett0.050.03
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Michael J. CunninghamChairman of the Board and Chief Executive Officer40
Gene CollinsChief Executive Officer--Bomar55
Kenneth W. MurphyChief Executive Officer--Mail Box; Director58
Les J. KirschbaumChief Executive Officer--Mid-Continent; Director55
Leeds HackettChief Executive Officer--NCMC; Director57
Richard A. AlstonChief Financial Officer42
John MaloneyChief Operating Officer--Bomar; Director52
David T. DuCoinCo-President--Impact39
Edward A. DuCoinCo-President--Impact; Director32
Mahmud U. HaqPresident and Chief Operating Officer38

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