1
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 March 31, 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 April 30, 1999 were:
Common stock, $.10 par value 19,050,039 shares
Class B common stock, $.10 par value None
<PAGE>
2
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
March 31,
1999 December 31,
Assets (unaudited) 1998
- ------ --------- ------------
Current assets:
Cash $ 5,190 6,962
Accounts receivable, less allowance
for doubtful accounts of $5,460 -
March 31, 1999; $6,000 - December 31,
1998 338,100 307,261
Prepaid expenses 7,879 7,156
Deferred income taxes 4,475 6,038
Net assets of discontinued operations 4,994 5,352
------- -------
Total current assets 360,638 332,769
Fixed assets, at cost:
Computers 60,820 55,156
Equipment and furniture 29,066 28,761
Leasehold improvements 8,817 8,421
------- -------
98,703 92,338
Accumulated depreciation 55,218 52,885
------- -------
Net fixed assets 43,485 39,453
Deferred income taxes 3,278 4,148
Goodwill and other intangible assets, net 53,727 48,844
Other assets 11,064 10,600
------- -------
$ 472,192 435,814
======= =======
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3
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
March 31,
1999 December 31,
Liabilities and Shareholders' Equity (unaudited) 1998
- ------------------------------------ ----------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 14,557 21,428
Accounts payable 40,546 34,978
Withheld payroll taxes 2,862 3,734
Accrued expenses 102,092 80,118
Currently payable income taxes 7,223 5,346
------- -------
Total current liabilities 167,280 145,604
Long-term debt 37,056 35,059
Deferred compensation 11,531 11,258
Minority interests 3,114 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 19,971,300 shares - March 31,
1999; 19,951,300 shares - December 31,
1998 1,997 1,995
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 15,904 15,534
Retained earnings 257,591 245,858
Unamortized value of restricted stock
issued (1,013) (1,117)
Less common stock in treasury, at cost -
921,261 shares - March 31, 1999;
917,458 shares - December 31, 1998 (21,268) (21,181)
------- -------
Total shareholders' equity 253,211 241,089
------- -------
$ 472,192 435,814
======= =======
<PAGE>
4
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Three months ended
March 31,
------------------
1999 1998
------- -------
Revenues $ 389,121 378,766
Cost of services 288,438 286,757
------- -------
Gross profit 100,683 92,009
Operating and administrative costs 80,383 74,247
------- -------
Operating profit 20,300 17,762
Interest expense 427 6
------- -------
Earnings from continuing operations
before income taxes and minority
interests 19,873 17,756
Income taxes 7,830 6,925
------- -------
Earnings from continuing operations
before minority interests 12,043 10,831
Minority interests 310 122
------- -------
Earnings from continuing operations 11,733 10,709
Discontinued operations - -
------- -------
Net earnings $ 11,733 10,709
======= =======
Basic earnings per share:
Earnings from continuing operations $ .62 .54
Discontinued operations $ - -
Net earnings $ .62 .54
Diluted earnings per share:
Earnings from continuing operations $ .62 .54
Discontinued operations $ - -
Net earnings $ .62 .54
<PAGE>
5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Three months ended
March 31,
------------------
1999 1998
------ ------
Continuing Operations
Operating activities:
Earnings from continuing operations $ 11,733 10,709
Minority interests 310 122
Depreciation 3,263 2,811
Amortization of intangible assets 861 457
Income tax provision greater than
tax payments 4,310 3,407
Change in assets and liabilities
net of effects from acquisitions:
(Increase) in accounts receivable (26,860) (32,272)
Increase in payables and accrued
expenses 25,992 21,788
Other (803) (1,214)
------ ------
18,806 5,808
------ ------
Investing activities:
Purchases of fixed assets (6,962) (3,980)
Acquisitions net of cash acquired (9,403) (8,761)
Other 1 (372)
------ ------
(16,364) (13,113)
------ ------
Financing activities:
Borrowings long-term debt 2,015 7,456
Payments long-term debt (18) -
Obligations not liquidated because
of outstanding checks (6,871) 340
Other 302 24
------ ------
(4,572) 7,820
------ ------
Net cash flows from continuing operations (2,130) 515
Net cash flows from discontinued operations 358 479
------ ------
Increase (decrease) in cash (1,772) 994
Cash at beginning of period 6,962 6,998
------ ------
Cash at end of period $ 5,190 7,992
====== ======
<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 adjustments
are necessary. The number of shares used to calculate basic and diluted
earnings per share for the first quarter ended March 31, 1999 and 1998
was determined as follows:
1999 1998
---------- ----------
Basic
-----
Average shares outstanding 19,045,691 19,923,652
Restricted shares issued not vested (40,528) (49,400)
---------- ----------
19,005,163 19,874,252
========== ==========
Diluted
-------
Shares used for basic 19,005,163 19,874,252
Dilutive effect of stock options 21,062 95,655
Dilutive effect of restricted shares
issued not vested 1,354 4,137
Dilutive effect of shares issuable
under Management Stock Purchase Plan 20,479 -
---------- ----------
19,048,058 19,974,044
========== ==========
Operating segment data for the first quarter ended March 31, 1999
and 1998 follows ($000s):
1999 1998
------- -------
Revenues:
Information Technology Services $ 84,214 75,459
Technical Services 226,642 226,756
Management Recruiters 25,844 26,631
Todays Staffing 52,421 49,920
------- -------
$ 389,121 378,766
======= =======
<PAGE>
7
1999 1998
------- -------
Earnings from continuing operations
before income taxes and minority
interests:
Operating profit
Information Technology Services $ 5,611 4,713
Technical Services 11,074 8,941
Management Recruiters 4,411 5,179
Todays Staffing 3,209 2,540
Corporate expenses (4,005) (3,611)
------- -------
20,300 17,762
Interest expense 427 6
------- -------
$ 19,873 17,756
======= =======
Intersegment activity is not significant. Therefore, revenues
reported for each operating segment is substantially all from external
customers.
The Company's total assets increased approximately $36 million from
December 31, 1998 to March 31, 1999. Approximately $13 million
of that increase was in Information Technology Services and $15 million
was in Technical Services.
During the quarter ended March 31, 1999, the Company completed
acquisitions in which it invested $9,403,000. These acquisitions were
accounted for using the purchase method. Assets acquired totaled
approximately $10 million including $6 million of goodwill. These
acquisitions did not have a significant effect on the results of
operations for the quarter ended March 31, 1999.
During the quarter ended March 31, 1999, there were 20,000 shares
of common stock issued upon the exercise of stock options granted under
the Company's Non-Qualified Stock Option and Stock Appreciation Rights
Plan. As a result of the option exercises, common stock and additional
paid-in capital were increased by $2,000 and $310,000, respectively.
During the quarter ended March 31, 1999, 3,612 shares of restricted
common stock issued in 1997 vested and 3,803 shares related to
performance-based vesting did not vest and 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
$87,000 and decreasing unamortized value of restricted stock issued by
the same amount. Also during the quarter, additional paid-in capital
and unamortized value of restricted stock issued were each increased by
$70,000 for market price changes related to the shares that will vest
based upon performance. In addition, unamortized value of restricted
stock issued was decreased by $87,000 for charges to earnings associated
with the amortization of the value of the restricted shares.
<PAGE>
8
As of March 31, 1999, the loss reserve that had been established
for the discontinued operations remained substantially unchanged from
December 31, 1998. Net assets of the discontinued operations as of
March 31, 1999 were comprised of working capital 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 first quarter ended March 31, 1999
advanced 3% over the first quarter of 1998. Operating profit margin was
5.2% of revenues for the first quarter of 1999 vs. 4.7% for the first
quarter of 1998.
Information Technology Services' revenues for the first quarter
ended March 31, 1999 increased 12% over the first quarter of 1998.
Operating profit margin for the first quarter of 1999 was 6.7% of
revenues vs. 6.2% for the first quarter of 1998. In 1998 the Company
reorganized the Information Technology Services and Technical Services
business units to create a discrete operating unit for Information
Technology Services to focus on a more diverse customer base and to
increase sales of its value-added project and functional outsourcing.
This reorganization is enabling Information Technology Services to focus
on new and higher margin opportunities.
Technical Services' revenues for the first quarter ended March 31,
1999 was essentially flat compared to the first quarter of 1998.
Operating profit margin for the first quarter of 1999 was 4.9% of
revenues vs. 3.9% for the first quarter of 1998. Margins improved in
1999 due to a better mix of business consistent with Technical Services
focus on the development of business having higher margins.
Management Recruiters' revenues for the first quarter ended March
31, 1999 declined 3% from the first quarter of 1998. Operating profit
margin for the first quarter of 1999 was 17.1% of revenues vs. 19.4% for
the first quarter of 1998. The first quarter of 1999 started very
slowly in part attributable to Management Recruiters having completed
several large search contracts in 1998 which were not replaced.
<PAGE>
9
While the revenue decline was 3% first quarter vs. first quarter, the
reduction compared to third and fourth quarters of 1998 was more
significant. The fixed support costs introduced into the segment as it
grew during 1998 adversely impacted operating results in the first
quarter when revenues fell off. Management Recruiters' first quarter
1999 results include $393,000 in after-tax operating profit related to
the settlement of a dispute with a franchisee.
Todays Staffing revenues for the first quarter ended March 31, 1999
increased 5% over the first quarter of 1998. Operating profit margin
for the first quarter of 1999 was 6.1% of revenues vs. 5.1% for the
first quarter of 1998. Todays Staffing benefitted from continuing
demand for its services, from its targeted geographic expansion into
major metropolitan areas and from increasing its higher margin legal and
financial staffing business.
As of March 31, 1999 the loss reserve that had been established for
the discontinued operations remained substantially unchanged from
December 31, 1998. Negotiations to settle a disputed receivable that is
fully reserved are continuing and may result in some recovery.
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 will 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 the 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.
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
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.
<PAGE>
10
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. The new system will provide enhanced processing, control and
reporting capabilities. The new system, currently in pilot, will be
Year 2000 compliant and is expected to be fully operational in the
fourth quarter, 1999. Second, the existing primary system and other
satellite systems are being evaluated for Year 2000 compliance and
required remediation, testing and implementation are underway. These
efforts are scheduled to be concluded by mid-1999.
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, is
scheduled to be completed in the second quarter, 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 and are in the process of being
installed in the operating locations. The roll-out is scheduled to be
completed during the second quarter, 1999 in the U.S. and Canada and
during the third quarter, 1999 overseas.
With respect to larger customers, suppliers and other key third
parties, questionnaire surveys have been distributed 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.
The approximate status for each of these areas follows:
Remediation Implementation
Assessment or and
and replacement projected
Inventory planning and testing completion
------------- ------------- ------------- --------------
Financial Substantially Substantially Approximately
systems complete complete 80% complete Q4, 1999
Computer
networks
and
communi-
cations Substantially Substantially Substantially
systems complete complete complete Q2, 1999
Personnel
recruit-
ing and
human
resource Substantially Substantially Substantially
systems complete complete complete Q3, 1999
<PAGE>
11
Remediation Implementation
Assessment or and
and replacement projected
Inventory planning and testing completion
------------- ------------- ------------- --------------
Larger Substantially Approximately Not
customers complete 80% complete applicable Q2, 1999
Larger
suppliers
and Substantially Approximately Not
others complete 70% complete applicable Q2, 1999
The responsibility for 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 rests primarily with each operating office.
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. With respect to local suppliers and third parties, the
Company has also distributed questionnaire surveys in order to assess
their state of compliance in order to develop plans in case of non-
compliance. The identification and assessment process is well underway
with the expectation that solutions will be in place by second quarter,
1999.
The cost of the Company's Year 2000 program is expected to be
approximately $2 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 described above. These systems already were scheduled for
implementation and their implementation was not accelerated because of
Year 2000 issues. As of March 31, 1999 approximately $1.7 million has
been spent on the Year 2000 program, most of which relates to the
remediation effort associated with the existing financial systems.
Expenditures through March 31, 1999 on the new financial system and the
new personnel recruiting and human resource systems were $15.5 million.
It is anticipated that an additional $3 million will be invested in
these new systems during the remainder of 1999.
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
<PAGE>
12
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 would
be material.
The Company has not developed a most reasonably likely worst case
Year 2000 scenario. The Company will determine the extent to which
contingency plans are required by mid-1999.
Financial Condition
-------------------
The ratio of current assets to current liabilities was 2.2 to 1
as of March 31, 1999 compared to 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 13% as of March 31, 1999 and December 31,
1998.
During the quarter ended March 31, 1999, the Company completed
acquisitions in which it invested $9,403,000. These acquisitions
were accounted for using the purchase method. Assets acquired totaled
approximately $10 million including $6 million of goodwill. These
acquisitions did not have a significant effect on the results of
operations for the quarter ended March 31, 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 years beginning after June 15, 1999. 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," "approxi-
mately," "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
<PAGE>
13
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>
14
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, incor-
porated 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 compensa-
tory plan or arrangement)
<PAGE>
15
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 October 29, 1997,
Restricted Stock Agreement dated November 10,
1997 and Non-Qualified Stock Option Agreement
dated November 10, 1997 each by and between
Registrant and John D. Sanford, incorporated 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)
<PAGE>
16
l. Supplemental Retirement Agreement dated as of
November 20, 1997 by and between Registrant and
John D. Sanford, 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)
m. 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)
n. 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 compensa-
tory plan or arrangement)
o. 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 compensa-
tory plan or arrangement)
27. Financial Data Schedule.
(b) The Registrant has not filed a Form 8-K during the quarter
ended March 31, 1999.
<PAGE>
17
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.
--------------------------------------
May 7, 1999 By: /s/ John D. Sanford
--------------------------------------
JOHN D. SANFORD
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and
principal financial officer of
Registrant)
<PAGE>
18
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 for the quarter ended June 30,
1997 (File No. 1-5519). (Constitutes a management
contract or compensatory plan or arrangement)
<PAGE>
19
INDEX TO EXHIBITS
Number Exhibit Page
- ------- -------------------------------------------------------- ----
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 October 29, 1997, Restricted
Stock Agreement dated November 10, 1997 and Non-Qualified
Stock Option Agreement dated November 10, 1997 each by
and between Registrant and John D. Sanford, incorporated
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)
l. Supplemental Retirement Agreement dated as of November
20, 1997 by and between Registrant and John D. Sanford,
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)
<PAGE>
20
INDEX TO EXHIBITS
Number Exhibit Page
- ------- -------------------------------------------------------- ----
m. 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)
n. 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)
o. 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. 21
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,190
<SECURITIES> 0
<RECEIVABLES> 343,560
<ALLOWANCES> 5,460
<INVENTORY> 0
<CURRENT-ASSETS> 360,638
<PP&E> 98,703
<DEPRECIATION> 55,218
<TOTAL-ASSETS> 472,192
<CURRENT-LIABILITIES> 167,280
<BONDS> 37,056
0
0
<COMMON> 1,997
<OTHER-SE> 251,214
<TOTAL-LIABILITY-AND-EQUITY> 472,192
<SALES> 0
<TOTAL-REVENUES> 389,121
<CGS> 0
<TOTAL-COSTS> 288,438
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 427
<INCOME-PRETAX> 19,873
<INCOME-TAX> 7,830
<INCOME-CONTINUING> 11,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,733
<EPS-PRIMARY> .62
<EPS-DILUTED> .62
</TABLE>
