FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to --------------- ---------------
Commission file number 1-5519
------
CDI CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2394430
- ------------------------- -----------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification Number)
organization)
1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 569-2200
--------------
Indicate whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Outstanding shares of each of the Registrant's classes of common stock as
of October 24, 1999 were:
Common stock, $.10 par value 19,052,799 shares
Class B common stock, $.10 par value None
<PAGE>2
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
September 30,
1999 December 31,
Assets (unaudited) 1998
- ------ ------------- ------------
Current assets:
Cash $ 6,674 6,962
Accounts receivable, less allowance
for doubtful accounts of $5,239 -
September 30, 1999; $6,000 -
December 31, 1998 357,213 307,261
Prepaid expenses 4,245 7,156
Deferred income taxes 2,677 6,038
Net assets of discontinued operations 1,087 5,352
------- -------
Total current assets 371,896 332,769
Fixed assets, at cost:
Computers and systems 71,991 55,156
Equipment and furniture 30,353 28,761
Leasehold improvements 9,420 8,421
------- -------
111,764 92,338
Accumulated depreciation 62,051 52,885
------- -------
Net fixed assets 49,713 39,453
Deferred income taxes 1,680 4,148
Goodwill and other intangible assets, net 64,666 48,844
Other assets 12,570 10,600
------- -------
$ 500,525 435,814
======= =======
<PAGE>3
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
September 30,
1999 December 31,
Liabilities and Shareholders' Equity (unaudited) 1998
- ------------------------------------ ------------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 11,017 21,428
Accounts payable 38,306 34,978
Withheld payroll taxes 3,006 3,734
Accrued expenses 91,220 80,118
Currently payable income taxes 4,386 5,346
------- -------
Total current liabilities 147,935 145,604
Long-term debt 56,033 35,059
Deferred compensation 11,513 11,258
Minority interests 3,778 2,804
Shareholders' equity:
Preferred stock, $.10 par value -
authorized 1,000,000 shares; none
issued - -
Common stock, $.10 par value -
authorized 100,000,000 shares;
issued 19,977,300 shares - September 30,
1999; 19,951,300 shares - December 31,
1998 1,998 1,995
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 16,083 15,534
Retained earnings 285,335 245,858
Unamortized value of restricted stock
issued (781) (1,117)
Less common stock in treasury, at cost -
924,501 shares - September 30, 1999;
917,458 shares - December 31, 1998 (21,369) (21,181)
------- -------
Total shareholders' equity 281,266 241,089
------- -------
$ 500,525 435,814
======= =======
<PAGE>4
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Quarter ended Nine months ended
September 30, September 30,
---------------- --------------------
1999 1998 1999 1998
------- ------- --------- ---------
Revenues $ 409,274 389,535 1,205,971 1,157,148
Cost of services 297,588 288,421 887,642 867,308
------- ------- --------- ---------
Gross profit 111,686 101,114 318,329 289,840
Operating and administrative
costs 88,550 79,453 253,428 234,321
------- ------- --------- ---------
Operating profit 23,136 21,661 64,901 55,519
Interest expense 499 421 1,366 852
------- ------- --------- ---------
Earnings from continuing
operations before income
taxes and minority
interests 22,637 21,240 63,535 54,667
Income taxes 8,985 8,556 25,099 21,593
------- ------- --------- ---------
Earnings from continuing
operations before minority
interests 13,652 12,684 38,436 33,074
Minority interests 320 350 974 662
------- ------- --------- ---------
Earnings from continuing
operations 13,332 12,334 37,462 32,412
Discontinued operations - - 2,015 -
------- ------- --------- ---------
Net earnings $ 13,332 12,334 39,477 32,412
======= ======= ========= =========
Basic earnings per share:
Earnings from continuing
operations $ .70 .63 1.96 1.64
Discontinued operations $ - - .11 -
Net earnings $ .70 .63 2.07 1.64
Diluted earnings per share:
Earnings from continuing
operations $ .70 .63 1.96 1.63
Discontinued operations $ - - .11 -
Net earnings $ .70 .63 2.07 1.63
<PAGE>5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Nine months ended
September 30,
-----------------
1999 1998
------ ------
Continuing operations
Operating activities:
Earnings from continuing operations $ 37,462 32,412
Minority interests 974 662
Depreciation 10,362 9,040
Amortization of intangible assets 3,043 1,535
Income tax provision greater than tax
payments 4,248 3,645
Change in assets and liabilities
net of effects from acquisitions:
Increase in accounts receivable (44,432) (57,194)
Increase in payables and accrued expenses 12,030 35,367
Other 2,510 735
------ ------
26,197 26,202
------ ------
Investing activities:
Purchases of fixed assets (20,109) (16,833)
Acquisitions net of cash acquired (22,735) (23,806)
Other (902) 412
------ ------
(43,746) (40,227)
------ ------
Financing activities:
Borrowings long-term debt 25,057 34,633
Payments long-term debt (4,103) (11,099)
Obligations not liquidated because
of outstanding checks (10,411) 749
Share repurchase program - (15,772)
Other 438 24
------ ------
10,981 8,535
------ ------
Net cash flows (used by) from continuing operations (6,568) (5,490)
Net cash flows from discontinued operations 6,280 6,547
------ ------
(Decrease) increase in cash (288) 1,057
Cash at beginning of period 6,962 6,998
------ ------
Cash at end of period $ 6,674 8,055
====== ======
<PAGE>6
CDI CORP. AND SUBSIDIARIES
Comments to Financial Statements
Earnings used to calculate both basic and diluted earnings per share are
the reported earnings in the Company's consolidated statement of earnings.
Because of the Company's capital structure, all reported earnings pertain to
common shareholders and no other assumed adjust-ments are necessary. The number
of common shares used to calculate basic and diluted earnings per share for
the third quarter and nine months ended September 30, 1999 and 1998 was
determined as follows:
Third quarter Nine months
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Basic
- -----
Average shares
outstanding 19,051,799 19,736,248 19,048,776 19,861,135
Restricted shares
issued not vested (32,830) (44,900) (35,909) (46,400)
---------- ---------- ---------- ----------
19,018,969 19,691,348 19,012,867 19,814,735
========== ========== ========== ==========
Diluted
- -------
Shares used for basic 19,018,969 19,691,348 19,012,867 19,814,735
Dilutive effect of
stock options 81,636 16,984 77,997 46,305
Dilutive effect of
restricted shares
issued not vested 6,693 - 3,752 1,662
Dilutive effect of
shares issuable
under Management
Stock Purchase Plan 20,479 - 20,479 -
---------- ---------- ---------- ----------
19,127,777 19,708,332 19,115,095 19,862,702
========== ========== ========== ==========
<PAGE>7
Revenues and operating profit attributable to the operating segments of the
Company for the third quarter and nine months ended September 30, 1999 and 1998
follow ($000s):
Third quarter Nine months
--------------- -------------------
1999 1998 1999 1998
------- ------- --------- ---------
Revenues:
Technical Services $ 239,450 226,235 701,310 681,468
Information Technology Services 81,168 81,663 249,849 236,170
Management Recruiters 30,208 29,701 84,234 84,094
Todays Staffing 58,448 51,936 170,578 155,416
------- ------- --------- ---------
$ 409,274 389,535 1,205,971 1,157,148
======= ======= ========= =========
Earnings from continuing
operations before income taxes
and minority interests
Operating profit:
Technical Services $ 12,055 10,251 34,001 24,883
Information Technology Services 5,839 5,355 16,745 15,029
Management Recruiters 6,487 5,778 16,702 16,833
Todays Staffing 4,203 4,027 11,223 9,890
Corporate expenses (5,448) (3,750) (13,770) (11,116)
------- ------- --------- ---------
Operating profit 23,136 21,661 64,901 55,519
Interest expense (499) (421) (1,366) (852)
------- ------- --------- ---------
Earnings from continuing
operations before income taxes
and minority interests $ 22,637 21,240 63,535 54,667
======= ======= ========= =========
Intersegment activity is not significant. Therefore, revenues reported for
each operating segment are substantially all generated from external customers.
The Company's total assets increased approximately $65 million from
December 31, 1998 to September 30, 1999. Approximately $4 million of that
increase was in Information Technology Services, $41 million was in Technical
Services, $6 million was in Todays Staffing and $14 million was in Management
Recruiters.
During the nine months ended September 30, 1999, the Company completed
acquisitions in which it invested $22.7 million. These acquisitions were
accounted for using the purchase method. Assets acquired totaled approximately
$23 million including $19 million of goodwill. These acquisitions did not have a
significant effect on the results of operations for the nine months and quarter
ended September 30, 1999.
<PAGE>8
During the nine months ended September 30, 1999, there were 26,000 shares
of common stock issued upon the exercise of stock options granted under the
Company's Non-Qualified Stock Option Plan. As a result of the option exercises,
common stock and additional paid-in capital were increased by $3,000 and
$445,000, respectively.
During the nine months ended September 30, 1999, 3,612 shares of restricted
common stock issued in 1997 vested and 7,043 shares were forfeited. The vesting
of the shares resulted in additional paid-in capital decreasing by $10,000
because of income tax effects related to the vesting. The forfeited shares were
put in treasury increasing treasury stock by $188,000 and decreasing unamortized
value of restricted stock issued by the same amount. Also during the nine month
period ended September 30, 1999, additional paid-in capital and unamortized
value of restricted stock issued were each increased by $114,000 for market
price changes related to restricted shares that will vest based upon
performance. In addition, unamortized value of restricted stock issued was
decreased by $262,000 for charges to earnings associated with the amortization
of the value of the restricted shares.
During the quarter ended June 30, 1999, events occurred that resulted in
the resolution of certain contingencies and contractual matters related to the
Company's discontinued operations. Accordingly, the Company recognized a gain of
$3.1 million ($2.0 million after taxes). Net assets of the discontinued
operations as of September 30, 1999 were comprised of working capital items and
deferred income taxes.
The financial statements included in this report are unaudited and reflect
all adjustments which, in the opinion of management, are necessary for a fair
statement of the results for the periods presented. All such adjustments are of
a normal recurring nature. Results for interim periods are not necessarily
indicative of results to be expected for the full year.
These comments contain only the information which is required by Form 10-Q.
Further reference should be made to the comprehensive disclosures contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Consolidated revenues for the nine months and quarter ended September 30,
1999 were 4.2% and 5.1% higher, respectively, compared to the same periods a
year ago. Operating profit for the nine months and third quarter of 1999
increased by 16.9% and 6.8% from the comparable periods of 1998. The Company's
operating profit margin for the nine months and third quarter in 1999 was 5.4%
and 5.7% of revenues,
<PAGE>9
respectively, compared to 4.8% and 5.6% for the nine months and third
quarter in 1998. During the second quarter of 1998, the Company incurred $2.3
million of reorganization costs and other non-recurring charges related to
Technical Services. Excluding these charges in 1998, the operating profit margin
for the nine months ended September 30, 1998 was 5% and consolidated operating
profit for the nine month period ended September 30, 1999 increased by 12% in
comparison to the comparable period a year ago.
Technical Services' revenues for the nine months and third quarter of 1999
increased 3% and 6%, respectively, from last year's comparable periods.
Technical Services operating profit for the nine and three month periods ended
September 30, 1999 increased 37% and 18%, respectively, in relation to
comparable periods in 1998. Operating profit margins for the nine months and
third quarter of 1999 were 4.8% and 5.0% of revenue, respectively, compared to
3.7% and 4.5% for the nine months and third quarter in 1998. Second quarter 1998
figures include reorganization costs and other non-recurring charges of $2.3
million. Excluding these charges in 1998, Technical Services= operating profit
margin for the nine months ended September 30, 1998 was 4% and operating profit
for the nine months ended September 30, 1999 increased by 25% in comparison to
the comparable period in 1998. The aforementioned reorganization program is
complete. The improvement in Technical Services results reflects the higher
margins associated with strength in managed engineering services, increased
contract selectivity and ongoing cost containment efforts.
Information Technology Services' revenues were up 6% for the nine months of
this year and down 1% compared to last year's third quarter. Operating profit
increased 11% and 9% during the nine and three month periods ended September 30,
1999 versus comparable periods in 1998. Operating profit margins for the nine
months and third quarter of 1999 were 6.7% and 7.2%, respectively, compared to
6.4% and 6.6%, respectively, for the periods in 1998. While 1999 operating
results have improved in relation to 1998, the IT staffing market has been very
difficult this year for several reasons, including a very tight candidate
market, particularly for people with high-end skills. The market also has been
affected by slower overall demand as some customers have delayed discretionary
projects to reduce potential year-end Y2K complications. However, because of the
differences in needed skill sets, delays in discretionary projects have not had
a material impact on easing the shortage of candidates with high-demand skills.
Management Recruiters' revenues were level for the nine months of this year
and up 2% compared to last year's third quarter. Operating profit for the nine
month period ended September 30, 1999 decreased 1% but increased 12% for the
third quarter over the third quarter of 1998. Operating profit margins for the
nine months and third quarter of 1999 were 19.8% and 21.5%, respectively,
compared to 20.0% and 19.5%, respectively, for the same periods in 1998.
Management Recruiters' first quarter and year-to-date 1999 results include
$393,000 in after-tax operating profit related to the settlement of a dispute
with a franchisee. While the market has remained strong for Management
<PAGE>10
Recruiters' middle management search and recruiting services, the segments
revenue growth in 1999 has been adversely impacted by a tight candidate pool and
slower than anticipated growth in large, national contracts.
Todays Staffing revenues for the nine months and third quarter of 1999 were
10% and 13% higher, respectively, compared to the same periods a year ago.
Operating profit for the nine and three month periods ended September 30, 1999
increased 13.5% and 4.4%, respectively, in relation to comparable periods in
1998. Operating profit margins for the nine months and third quarter of 1999
were 6.6% and 7.2%, respectively, compared to 6.4% and 7.8%, respectively, for
the same periods in 1998. The operating profit growth rate was slower than in
previous quarters in part because of one-time costs associated with integration
of a business acquired earlier in 1999. Demand for office/clerical services
continued to be strong.
The third quarters of 1999 and 1998 include favorable pre-tax adjustments
of $2.0 million and $1.5 million, respectively, resulting from annual actuarial
studies of the Company's workers' compensation liabilities.
During the first nine months of 1999, the Company capitalized $610,000 of
interest in connection with its implementation of an enterprise information
system. Interest incurred, net of capitalized amounts, during the nine and three
month period ended September 30, 1999, was higher than comparable periods in
1998 because of higher levels of debt outstanding.
Corporate expenses were higher in the third quarter as the Company began
its transition from development into implementation of an enterprise-wide
information system. Implementation expenses for the third quarter of 1999
totaled approximately $1.2 million.
During the second quarter 1999, the Company recorded a gain from
discontinued operations of $2 million, net of applicable income taxes. This gain
primarily resulted from the resolution of certain contingencies and contractual
matters that had been pending.
Year 2000
---------
Many existing computer systems use two digits to identify a year with the
assumption that the first two digits of a year are "19." With the year 2000
approaching, computer systems that are not Year 2000 compliant may read the year
2000 as 1900 and malfunction. The Company's program to assess the extent of
issues related to Year 2000 compliance and to develop and implement solutions
for those issues is being directed by senior management with the Company's Chief
Information Officer having primary responsibility for coordination, remediation
and implementation efforts. Designated personnel at the Company's headquarters
and at each of the Company's operating locations have been assigned Year 2000
compliance responsibilities.
<PAGE>11
The program is focused on internal information technology systems,
computer-aided design systems, non-IT systems (purchased systems with embedded
logic chips), facilities and the status of compliance by larger customers,
suppliers and other key third parties. The program involves the following
phases:
Inventory
Assessment and planning
Remediation or replacement and testing
Implementation
Contingency/transition planning
The internal IT systems compliance issues are most critical and relate to
the Company's financial systems, computer networks and communications systems
and personnel recruiting and human resource systems. Corporate level personnel
have responsibility to insure that these systems will be Year 2000 compliant as
well as determining the status of compliance by larger customers, suppliers and
other key third parties.
Year 2000 compliance related to internal financial systems is being
addressed in two ways. First, the Company is replacing its primary financial
system with a state-of-the-art integrated enterprise-wide system (ERP). The new
system will provide enhanced processing, control and reporting capabilities. The
new system will be Year 2000 compliant and is being implemented throughout the
majority of the enterprise. Remaining business units will continue to use the
remediated legacy systems (for which remediation has been completed and testing
is in progress) until converted to the new ERP.
A Company-wide expansion and upgrade of its computer networks and
communications systems has been underway since mid-1997. The roll out and
implementation of the new platform, which is Year 2000 compliant, was
substantially completed in the third quarter of 1999.
Personnel recruiting and human resource systems are being replaced by new
systems which were developed prior to the end of 1997. These new systems are
Year 2000 compliant. This roll-out was substantially completed during the second
quarter of 1999 and is scheduled to be fully implemented by year end 1999.
With respect to larger customers, suppliers and other key third parties,
surveys have been conducted for use in assessing their state of compliance in
order to develop plans in case of non-compliance. Customers with whom there is
electronic interchange of data are of primary focus to ensure that both the
Company and those customers are Year 2000 compliant with the standards
established for such interchange.
<PAGE>12
The approximate status for each of these areas follows:
Remediation Implementation
Assessment or and
and replacement projected
Inventory planning and testing completion
------------- ------------- ------------- --------------
Financial
systems Complete Complete Complete Complete
Computer
networks
and
communi-
cations Substantially Substantially
systems Complete Complete complete complete
Personnel
recruit-
ing and
human
resource
systems Complete Complete Complete Q4, 1999
Larger Not
customers Complete Complete applicable Complete
Larger
suppliers
and Not
others Complete Complete applicable Complete
Each operating office is identifying, assessing compliance issues and then
implementing solutions for computer-aided design systems, non-IT systems,
facilities and the status of compliance by local suppliers and third parties.
Solutions for Year 2000 issues related to computer-aided design systems, non-IT
systems and facilities will, of necessity, come from vendors and others
providing the related services. The Company, however, needs to identify
compliance issues and insure that remediation or replacement is accomplished.
The Company has to assess their state of compliance in order to develop plans in
case of non-compliance. The identification and assessment process was completed
during the second quarter, 1999, and all remediation efforts will be completed
before year end.
The cost of the Company's Year 2000 program is expected to be approximately
$2.3 million, all of which will be charged against operations. This amount does
not include costs associated with the new financial system or the new personnel
recruiting and human resource systems discussed previously. These systems were
already scheduled for implementation and their implementation was not
accelerated because of Year 2000 issues.
<PAGE>13
As of September 30, 1999, approximately $2.2 million has been spent on the
Year 2000 program, most of which relates to the remediation effort associated
with the existing financial systems. Capital expenditures through September 30,
1999 on the new financial system and the new personnel recruiting and human
resource systems were $21.8 million. It is anticipated that an additional $1.1
million will be invested in these new systems principally during the remainder
of 1999. The base functionality and features of these new systems will be
further expanded to decrease the Companys dependence on existing legacy systems
and better service internal and external customer requirements. Relatedly,
installation schedules have been adjusted to accelerate certain large-scale
implementations, including related development and configuration in the United
States, Canada and the United Kingdom.
The Company believes that its program to address Year 2000 compliance is on
schedule for completion before the end of 1999. However, there can be no
assurance that there will be no material impact as a result of Year 2000 issues,
particularly considering the dependence and interdependence that exists with
third parties and that resources for remediation and replacement may not be
available in the time frame required. Since the Company has a greater level of
control over implementing solutions to Year 2000 issues relating to its internal
systems, it is more likely that adverse impacts on the Company could originate
with third parties rather than with the Company's inability to have its internal
systems Year 2000 compliant. If issues related to internal systems or those
related to third parties are not resolved before the end of 1999, the
consequences to the Company could be material.
The Y2K Compliance Project Team is addressing contingency planning. This
effort involves the updating of the Company's risk assessment, which considers
current and projected project status and its important third-party dependencies.
Examples of potential contingency plans may include targeted supply buy-aheads,
consideration of alternate suppliers and personnel deployment strategies in the
event of unforeseen facility disruption. These plans are scheduled for
completion before year-end, 1999.
The Company is also developing formal "transition plans" which will
document procedures to be implemented immediately before, during and after the
turn of the millennium. Examples of transition plans may include increased help
desk staffing, expansion of systems (including personal computers), back-up
efforts and phased system shutdowns and startups immediately before and after
the millennium change. These transition plans are substantially complete.
Financial Condition
-------------------
The ratio of current assets to current liabilities was 2.5 to 1 as of
September 30, 1999 and 2.3 to 1 as of December 31, 1998. The ratio of long-term
debt to total capital (long-term debt plus shareholders' equity) was 17% as of
September 30, 1999 and 13% as of December 31, 1998.
<PAGE>14
During the nine months ended September 30, 1999, the Company made a number
of acquisitions in which it invested $22.7 million. These acquisitions were
accounted for using the purchase method. Assets acquired totaled approximately
$23 million including $19 million of goodwill. These acquisitions did not have a
significant effect on the results of operations for the nine months and quarter
ended September 30, 1999.
The Company believes that capital resources available from operations and
financing arrangements are adequate to support the Company's businesses.
New Accounting Standards
------------------------
In June, 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. Statement
No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities and is effective for the first quarter of
fiscal years beginning after June 15, 2000. The Company will determine the
extent to which Statement No. 133 applies and adopt the standards established as
required. Currently, the Company has no derivative or hedging activities.
Forward-looking Information
---------------------------
Certain information in this report, including Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Certain forward-looking statements can be identified by the use of
forward-looking terminology such as, "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates," or
"anticipates" or the negative thereof or other comparable terminology, or by
discussions of strategy, plans or intentions. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. These include risks and
uncertainties such as competitive market pressures, material changes in demand
from larger customers, availability of labor, the Company's performance on
contracts, changes in customers' attitudes toward outsourcing, government
policies or judicial decisions adverse to the staffing industry, changes in
economic conditions, unforeseen events associated with divestiture of
discontinued operations and delays or unexpected costs in making modifications
to existing software and converting to new software to resolve issues related to
Year 2000 and failure of third parties to provide Year 2000 compliant products
and services. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
assumes no obligation to update such information.
<PAGE>15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.(i) Articles of incorporation of the Registrant,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the
quarter ended June 30, 1990 (File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein
by reference to the Registrant's report on
Form 10-Q for the quarter ended June 30, 1990
(File No. 1-5519).
10.a. CDI Corp. Non-Qualified Stock Option and Stock
Appreciation Rights Plan, incorporated herein
by reference to the Registrant's report on
Form 10-Q for the quarter ended June 30, 1997
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
b. CDI Corp. 1998 Non-Qualified Stock Option Plan,
incorporated herein by reference to the EDGAR
filing made by the Registrant on April 3, 1998
in connection with the Registrant's definitive
Proxy Statement for its annual meeting of
shareholders held on May 5, 1998 (File No.
1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
c. CDI Corp. Performance Share Plan, incorporated
herein by reference to the Registrant's report
on Form 10-Q for the quarter ended March 31,
1998 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or
arrangement)
d. CDI Corp. Management Stock Purchase Plan,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the
quarter ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
e. Supplemental Pension Agreement dated April 11,
1978 between CDI Corporation and Walter R.
Garrison, incorporated herein by reference to
the Registrant's report on Form 10-K for the
year ended December 31, 1989 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
<PAGE>16
f. Consulting Agreement dated as of April 7, 1997
by and between Registrant and Walter R. Garrison,
incorporated herein by reference to Registrant's
report on Form 10-Q for the quarter ended June
30, 1997 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or
arrangement)
g. Employment Agreement dated March 11, 1997,
including Restricted Stock Agreement and Non-
Qualified Stock Option Agreement, by and
between Registrant and Mitchell Wienick,
incorporated herein by reference to the EDGAR
filing made by the Registrant on April 1, 1997
in connection with the Registrant's definitive
Proxy Statement for its annual meeting of
shareholders held on April 28, 1997 (File No.
1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
h. Supplemental Retirement Agreement dated as of
April 7, 1997 by and between Registrant and
Mitchell Wienick, incorporated herein by
reference to the Registrant's report on Form
10-K for the year ended December 31, 1997
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
i. Employment Agreement, Restricted Stock Agreement
and Non-Qualified Stock Option Agreement all
dated August 4, 1997, by and between Registrant
and Robert J. Mannarino, incorporated herein by
reference to the Registrant's report on Form
10-Q for the quarter ended September 30, 1997
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
j. Supplemental Retirement Agreement dated as of
November 18, 1997 by and between Registrant and
Robert J. Mannarino, incorporated herein by
reference to the Registrant's report on Form
10-K for the year ended December 31, 1997
(File No. 1-55519). (Constitutes a management
contract or compensatory plan or arrangement)
k. Employment Agreement dated July 8, 1997,
including Restricted Stock Agreement and Non-
Qualified Stock Option Agreement, by and between
Registrant and Brian J. Bohling, incorporated
herein by reference to the Registrant's report
on Form 10-Q for the quarter ended March 31, 1998
(File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
<PAGE>17
l. Supplemental Retirement Agreement dated November
18, 1997 by and between Registrant and Brian J.
Bohling, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
m. Consulting Agreement dated as of December 3, 1997
by and between Registrant and Edgar D. Landis,
incorporated herein by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-5519). (Constitutes
a management contract or compensatory plan or
arrangement.
n. Employment Agreement effective January 1, 1998 by
and between Registrant and Joseph R. Seiders,
incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
27. Financial Data Schedule.
(b) The Registrant has not filed a Form 8-K during the quarter
ended September 30, 1999.
<PAGE>18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CDI CORP.
--------------------------------------
November 12, 1999 By: /s/ Gregory L. Cowan
--------------------------------------
Gregory L. Cowan
Executive Vice President and
Chief Financial Officer
(Duly authorized officer and principal
financial officer of Registrant)
<PAGE>19
INDEX TO EXHIBITS
Number Exhibit Page
- ------- -------------------------------------------------------- ----
3.(i) Articles of incorporation of the Registrant,
incorporated herein by reference to the Registrant's
report on Form 10-Q for the quarter ended June 30, 1990
(File No. 1-5519).
(ii) Bylaws of the Registrant, incorporated herein by
reference to the Registrant's report on Form 10-Q for
the quarter ended June 30, 1990 (File No. 1-5519).
10.a. CDI Corp. Non-Qualified Stock Option and Stock
Appreciation Rights Plan, incorporated herein by
reference to the Registrant's report on Form 10-Q for
the quarter ended June 30, 1997 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
b. CDI Corp. 1998 Non-Qualified Stock Option Plan,
incorporated herein by reference to the EDGAR filing
made by the Registrant on April 3, 1998 in connection
with the Registrant's definitive Proxy Statement for
its annual meeting of shareholders held on May 5, 1998
(File No. 1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
c. CDI Corp. Performance Share Plan, incorporated herein
by reference to the Registrant's report on Form 10-Q
for the quarter ended March 31, 1998 (File No. 1-5519).
(Constitutes a management contract or compensatory
plan or arrangement)
d. CDI Corp. Management Stock Purchase Plan incorporated
herein by reference to the Registrant's report on
Form 10-Q for the quarter ended March 31, 1998 (File
No. 1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
e. Supplemental Pension Agreement dated April 11, 1978
between CDI Corporation and Walter R. Garrison,
incorporated herein by reference to the Registrant's
report on Form 10-K for the year ended December 31,
1989 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
f. Consulting Agreement dated as of April 7, 1997 by and
between Registrant and Walter R. Garrison, incorporated
herein by reference to Registrant's report on Form 10-Q
<PAGE>20
INDEX TO EXHIBITS
Number Exhibit Page
- ------- -------------------------------------------------------- ----
for the quarter ended June 30, 1997 (File No. 1-5519).
(Constitutes a management contract or compensatory plan
or arrangement)
g. Employment Agreement dated March 11, 1997, including
Restricted Stock Agreement and Non-Qualified Stock
Option Agreement, by and between Registrant and Mitchell
Wienick, incorporated herein by reference to the EDGAR
filing made by the Registrant on April 1, 1997 in
connection with the Registrant's definitive Proxy
Statement for its annual meeting of shareholders held
on April 28, 1997 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or arrangement)
h. Supplemental Retirement Agreement dated as of April 7,
1997 by and between Registrant and Mitchell Wienick,
incorporated herein by reference to the Registrant's
report on Form 10-K for the year ended December 31, 1997
(File No. 1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
i. Employment Agreement, Restricted Stock Agreement and
Non-Qualified Stock Option Agreement all dated August 4,
1997, by and between Registrant and Robert J. Mannarino,
incorporated herein by reference to the Registrant's
report on Form 10-Q for the quarter ended September 30,
1997 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
j. Supplemental Retirement Agreement dated as of November
18, 1997 by and between Registrant and Robert J.
Mannarino, incorporated herein by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or arrangement)
k. Employment Agreement dated July 8, 1997, including
Restricted Stock Agreement and Non-Qualified Stock
Option Agreement, by and between Registrant and Brian
J. Bohling, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter ended
March 31, 1998 (File No. 1-5519). (Constitutes a
management contract or compensatory plan or arrangement)
<PAGE>21
INDEX TO EXHIBITS
Number Exhibit Page
- ------- -------------------------------------------------------- ----
l. Supplemental Retirement Agreement dated November 18,
1997 by and between Registrant and Brian J. Bohling,
incorporated herein by reference to the Registrant's
report on Form 10-Q for the quarter ended March 31, 1998
(File No. 1-5519). (Constitutes a management contract
or compensatory plan or arrangement)
m. Consulting Agreement dated as of December 3, 1997
by and between Registrant and Edgar D. Landis,
incorporated herein by reference to the
Registrant's report on Form 10-K for the year ended
December 31, 1997 (File No. 1-5519). (Constitutes
a management contract or compensatory plan or
arrangement.
n. Employment Agreement effective January 1, 1998 by and
between Registrant and Joseph R. Seiders, incorporated
herein by reference to the Registrant's report on Form
10-Q for the quarter ended March 31, 1998 (File No.
1-5519). (Constitutes a management contract or
compensatory plan or arrangement)
27. Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains financial information extracted from the consolidated
financial statements of CDI Corp. and Subsidiaries and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,674
<SECURITIES> 0
<RECEIVABLES> 362,452
<ALLOWANCES> 5,239
<INVENTORY> 0
<CURRENT-ASSETS> 371,896
<PP&E> 111,764
<DEPRECIATION> 62,051
<TOTAL-ASSETS> 500,525
<CURRENT-LIABILITIES> 147,935
<BONDS> 56,033
0
0
<COMMON> 1,998
<OTHER-SE> 279,268
<TOTAL-LIABILITY-AND-EQUITY> 500,525
<SALES> 0
<TOTAL-REVENUES> 1,205,971
<CGS> 0
<TOTAL-COSTS> 887,642
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,366
<INCOME-PRETAX> 63,535
<INCOME-TAX> 25,099
<INCOME-CONTINUING> 37,462
<DISCONTINUED> 2,015
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,477
<EPS-BASIC> 2.07
<EPS-DILUTED> 2.07
</TABLE>
