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, 2000
--------------
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 28, 2000 were:
Common stock, $.10 par value 19,069,336 shares
Class B common stock, $.10 par value None
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PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
March 31,
2000 December 31,
Assets (unaudited) 1999
- ------ ----------- ------------
Current assets:
Cash $ 15,023 11,429
Accounts receivable, less allowance
for doubtful accounts of $4,269 -
March 31, 2000; $4,203 - December 31,
1999 395,113 352,458
Prepaid expenses and other 7,986 5,322
Deferred income taxes - 4,448
------- -------
Total current assets 418,122 373,657
Fixed assets, at cost:
Computers and systems 83,892 76,197
Equipment and furniture 32,943 32,275
Leasehold improvements 9,808 9,387
------- -------
126,643 117,859
Accumulated depreciation 68,401 64,603
------- -------
Net fixed assets 58,242 53,256
Deferred income taxes - 86
Goodwill and other intangible assets, net 91,936 89,328
Other assets 16,552 15,353
------- -------
$ 584,852 531,680
======= =======
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CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
March 31,
2000 December 31,
Liabilities and Shareholders' Equity (unaudited) 1999
- ------------------------------------ ----------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 17,096 21,446
Accounts payable 39,548 32,575
Withheld payroll taxes 4,891 3,211
Accrued expenses 97,564 88,975
Income taxes payable 4,561 8,774
Deferred income taxes 769 -
------- -------
Total current liabilities 164,429 154,981
Long-term debt 96,098 65,651
Deferred income taxes 901 -
Deferred compensation 14,233 13,916
Minority interests 3,523 3,288
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 20,000,954 shares - March 31,
2000; 19,999,463 shares - December 31,
1999 2,000 2,000
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 16,472 16,539
Retained earnings 310,109 298,305
Accumulated other comprehensive loss (642) (611)
Unamortized value of restricted stock
issued (723) (945)
Less common stock in treasury, at cost -
931,618 shares - March 31, 2000;
927,651 shares - December 31, 1999 (21,548) (21,444)
------- -------
Total shareholders' equity 305,668 293,844
------- -------
$ 584,852 531,680
======= =======
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CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Three months ended
March 31,
------------------
2000 1999
------- -------
Revenues $ 421,400 389,121
Cost of services 307,378 288,438
------- -------
Gross profit 114,022 100,683
Operating and administrative costs 93,108 80,383
------- -------
Operating profit 20,914 20,300
Interest expense 1,048 427
------- -------
Earnings before income taxes and
minority interests 19,866 19,873
Income taxes 7,827 7,830
------- -------
Earnings before minority interests 12,039 12,043
Minority interests 235 310
------- -------
Net earnings $ 11,804 11,733
======= =======
Earnings per share:
Basic $ .62 .62
Diluted $ .62 .62
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CDI CORP. AND SUBSIDIARIES
Consolidated Statement of Shareholders' Equity
(In thousands)
March 31,
-----------------
2000 1999
Common stock ------- -------
Beginning of period $ 2,000 1,995
Exercise of stock options - 2
------- -------
End of period $ 2,000 1,997
======= =======
Additional paid-in capital
Beginning of period $ 16,539 15,534
Exercise of stock options - 310
Restricted stock-vesting/forfeiture (16) (10)
Restricted stock-change in value (85) 70
Management Stock Purchase Plan 34 -
------- -------
End of period $ 16,472 15,904
======= =======
Retained earnings
Beginning of period $ 298,305 245,858
Net earnings 11,804 11,733
------- -------
End of period $ 310,109 257,591
======= =======
Accumulated other comprehensive loss
Beginning of period $ (611) (720)
Translation adjustment (31) (127)
------- -------
End of period $ (642) (847)
======= =======
Unamortized value of restricted stock issued
Beginning of period $ (945) (1,117)
Restricted stock-vesting/forfeiture 104 87
Restricted stock-change in value 85 (70)
Restricted stock-amortization of value 33 87
------- -------
End of period $ (723) (1,013)
======= =======
Treasury stock
Beginning of period $ (21,444) (21,181)
Restricted stock-forfeiture (104) (87)
------- -------
End of period $ (21,548) (21,268)
======= =======
Comprehensive income
Net earnings $ 11,804 11,733
Translation adjustment (31) (127)
------- -------
$ 11,773 11,606
======= =======
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CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Three months ended
March 31,
------------------
2000 1999
------ ------
Operating activities:
Net earnings $ 11,804 11,733
Minority interests 235 310
Depreciation 3,993 3,263
Amortization of intangible assets 1,405 861
Income tax provision greater than tax payments 1,991 4,310
Change in assets and liabilities net of effects
from acquisitions:
(Increase) in accounts receivable (41,665) (26,860)
Increase in payables and accrued expenses 17,206 26,119
Other (2,849) (572)
------ ------
(7,880) 19,164
------ ------
Investing activities:
Purchases of fixed assets (8,862) (6,962)
Acquisitions net of cash acquired (5,185) (9,403)
Other (560) 1
------ ------
(14,607) (16,364)
------ ------
Financing activities:
Borrowings long-term debt 30,448 2,015
Payments long-term debt (1) (18)
Obligations not liquidated because of
outstanding checks (4,350) (6,871)
Other (16) 302
------ ------
26,081 (4,572)
------ ------
Increase (decrease) in cash 3,594 (1,772)
Cash at beginning of period 11,429 6,962
------ ------
Cash at end of period $ 15,023 5,190
====== ======
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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, 2000 and 1999 was determined as follows:
2000 1999
---------- ----------
Basic
-----
Average shares outstanding 19,071,193 19,045,691
Restricted shares issued not vested (38,696) (40,528)
---------- ----------
19,032,497 19,005,163
========== ==========
Diluted
-------
Shares used for basic 19,032,497 19,005,163
Dilutive effect of stock options 2,503 21,062
Dilutive effect of restricted shares
issued not vested 1,250 1,354
Dilutive effect of shares issuable
under Management Stock Purchase Plan 69,095 20,479
---------- ----------
19,105,345 19,048,058
========== ==========
Operating segment data for the first quarter ended March 31, 2000 and
1999 follows ($000s):
2000 1999
------- -------
Revenues:
Information Technology Services $ 84,642 84,214
Technical Services 246,751 226,642
Management Recruiters 32,017 25,844
Todays Staffing 57,990 52,421
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$ 421,400 389,121
======= =======
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2000 1999
------- -------
Earnings from continuing operations
before income taxes and minority
interests:
Operating profit
Information Technology Services $ 5,162 5,611
Technical Services 10,536 11,074
Management Recruiters 7,053 4,411
Todays Staffing 4,291 3,209
Corporate expenses (6,128) (4,005)
------- -------
20,914 20,300
Interest expense 1,048 427
------- -------
$ 19,866 19,873
======= =======
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 $53 million from
December 31, 1999 to March 31, 2000. Approximately $51 million of that
increase was in Technical Services, $4 million was in Todays Staffing and
$7 million was in Corporate. A decrease of $8 million was in Information
Technology Services and a decrease of $1 million was in Management Recruiters.
During the quarter ended March 31, 2000, the Company made
investments in acquired businesses totalling $5,185,000. These acquisitions
are being accounted for using the purchase method. Assets acquired totaled
approximately $5 million including $4 million of goodwill. These acquisitions
did not have a significant effect on the results of operations for the quarter
ended March 31, 2000.
The financial statements included in this report are unaudited and
reflect all adjustments that, 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, 1999.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Consolidated revenues for the first quarter ended March 31, 2000
advanced 8% over the first quarter of 1999. Operating profit margin was 5.0%
of revenues for the first quarter of 2000 vs. 5.2% for the first quarter of
1999.
Information Technology Services' revenues for the first quarter ended
March 31, 2000 increased 1% over the first quarter of 1999. Operating
profit margin for the first quarter of 2000 was 6.1% of revenues vs. 6.7% for
the first quarter of 1999. In conjunction with Y2K, the Information
Technology Services unit experienced significantly reduced customer demand
during the fourth quarter and the unit's rebound has been taking longer than
expected in 2000. Other factors limiting growth during the first quarter
2000 include project delays from several large customers that are currently
involved in mergers. First quarter 2000 revenues did, however, benefit from
the acquisition of Asset Computer Personnel during the fourth quarter of
1999. The unit has been experiencing increased demand for IT professionals
with higher-end technical skills. To improve its effectiveness in attracting
these candidates, the unit increased its recruiting staff by an additional 25
recruiters compared to the fourth quarter. The unit's operating profit
margin decreased due, in part, to the expense associated with additional
recruiting staff.
Technical Services' revenues for the first quarter ended March 31,
2000 increased 9% compared to the first quarter of 1999, reflecting strong
demand for telecommunications and engineering services. Operating profit
margin for the first quarter of 2000 was 4.3% of revenues vs. 4.9% for the
first quarter of 1999. Several factors contributed to the operating profit
margin decrease for the quarter. The segment incurred expenses of
approximately $600,000 in connection with a new long-term customer
contract to deploy broadband telecommunications technology. This included
the recruitment and hiring of nearly 250 new technicians in the first
quarter. The contract will provide ongoing benefits for CDI beginning in
the second quarter. In addition, the segment incurred incremental expenses
of approximately $300,000 in connection with developing the
telecommunications management team and infrastructure to support geographic
expansion and support for new products and services. Finally, Technical
Services also recorded a charge of approximately $400,000 to reflect
adjustments to certain customer contracts.
Management Recruiters' revenues for the first quarter ended March 31,
2000 increased 24% over the first quarter of 1999. First quarter 1999
results were negatively impacted due to the completion of several large
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search contracts in late 1998, which were not replaced. Operating profit margin
for the first quarter of 2000 was 22.0% of revenues vs. 17.1% for the first
quarter of 1999. Driven by operational enhancements put into place last year,
gains include an increase in the number of contingency and retainer placements,
both by franchisees and company offices, and increases in placement fees. The
unit is experiencing strong demand in its core search business.
Todays Staffing revenues for the first quarter ended March 31, 2000
increased 11% over the first quarter of 1999. Operating profit margin for
the first quarter of 2000 was 7.4% of revenues vs. 6.1% for the first
quarter of 1999. Current year operating profit margin reflects a more
favorable contract mix for the quarter and the positive impact of spending
controls. As part of its growth strategy, the segment is targeting more
profitable retail contracts as opposed to lower-margin national contracts.
In addition, it is targeting office growth and achievement of specific market
share percentages in key markets it currently serves. Todays Staffing achieves
higher growth rates in multi-branch markets than in single-branch markets.
As expected, the Company incurred costs in the first quarter of 2000 of
about $0.05 per share in connection with its implementation of an
enterprise-wide information system. During the second quarter, the Company
is conducting a review of the system's implementation to date and evaluating
the potential impact of current and anticipated web-enabled system
capabilities. At the same time, the Company is finalizing work on an e-business
strategy that could result in the development of web platforms for existing
services in addition to the creation of new web-enabled services. The
Company anticipates the current enterprise-wide information system
implementation will extend at least through the remainder of the year.
The Company had previously expected the implementation to be completed
in the third quarter.
During the first quarter of 2000, the Company incurred a significant
increase in interest expense in comparison to the first quarter of 1999.
The increase reflects higher average levels of debt outstanding partially
as a result of slower customer payments. The Company believes the delays were
attributable in part to various system and process issues experienced by
some of its larger customers. The Company is implementing changes to its
receivables management and collections processes designed to improve results
going forward.
Year 2000
---------
The Company's year 2000 ("Y2K") inventory, assessment and
solutions implementations programs leading up to the year 2000 appears
to have been largely successful. The Company entered the year 2000
substantially fully
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Y2K compliant, and there have been no meaningful interruptions of services
within the Company or with its external constituencies. The Company will
continue to monitor its systems for potential difficulties as part of its
normal systems operating procedures.
Financial Condition
-------------------
The ratio of current assets to current liabilities was 2.5 to 1 as of
March 31, 2000 compared to 2.4 to 1 as of December 31, 1999. The ratio of
long-term debt to total capital (long-term debt plus shareholders' equity)
was 24% as of March 31, 2000 and 18% as of December 31, 1999. The increase
in long-term debt is attributable, in large part, to increased working
capital driven primarily by accounts receivable. Changes to receivables
management and collections processes are being implemented designed to improve
results going forward.
During the quarter ended March 31, 2000, the Company made
investments in acquired businesses totalling $5,185,000. These acquisitions are
being accounted for using the purchase method. Assets acquired totaled
approximately $5 million including $4 million of goodwill. These acquisitions
did not have a significant effect on the results of operations for the quarter
ended March 31, 2000.
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, 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,"
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"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 delays or unexpected costs associated with
implementation of computer systems 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.
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
12
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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)
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)
13
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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 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)
j. 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)
k. 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)
l. Restricted Stock Agreement dated as of October 25, 1999
between Registrant and Gregory L. Cowan, incorporated
herein by reference to the Registrant's report on Form
10-K for the year ended December 31, 1999 (File No.
1-5519). (Constitutes a management contract or compensatory
plan or arrangement)
m. Consulting and Non-Competition Agreement and Release and
Waiver of Claims dated March 13, 2000 between Registrant and
Robert J. Mannarino. (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
March 31, 2000.
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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 12, 2000 By: /s/ Gregory L. Cowan
---------------------------------------
GREGORY L. COWAN
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and
principal financial officer of
Registrant)
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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 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)
16
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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 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)
j. 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)
k. 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)
l. Restricted Stock Agreement dated as of October 25, 1999
between Registrant and Gregory L. Cowan, incorporated
herein by reference to the Registrant's report on Form
10-K for the year ended December 31, 1999 (File No.
1-5519). (Constitutes a management contract or compensatory
plan or arrangement)
17
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INDEX TO EXHIBITS
Number Exhibit Page
- ------- ------------------------------------------------------------- ----
m. Consulting and Non-Competition Agreement and Release and 19
Waiver of Claims dated March 13, 2000 between Registrant
and Robert J. Mannarino. (Constitutes a management contract
or compensatory plan or arrangement)
27. Financial Data Schedule. 24
18
CONSULTING AND NON-COMPETITION AGREEMENT
AND
RELEASE AND WAIVER OF CLAIMS
THIS IS A CONSULTING AND NON-COMPETITION AGREEMENT AND RELEASE AND
WAIVER OF CLAIMS (hereinafter referred to as "Agreement") made this 13th day
of March, 2000, by and between CDI Corporation (hereinafter referred to as
"Company") and Robert J. Mannarino (hereinafter referred to as "Employee")
which is entered into in connection with the cessation of Employee's
employment with Company as of March 31, 2000.
1. AS CONSIDERATION for Employee's agreement to render consulting
services, his non-competition undertakings and his release and waiver of
claims, all as set forth herein, Company hereby agrees to:
(1) Pay Employee the amount of $2,000 per month for twelve
consecutive months beginning with April, 2000 as
consideration for Employee's undertakings regarding the
rendering of consulting services set forth herein.
(2) Pay Employee the amount of $25,000.00 per month for twelve
consecutive months beginning with April, 2000 as
consideration for Employee's other undertakings set forth
herein.
(3) Maintain Employee's voicemail number (215-636-1111) and
e-mail address ([email protected]) until Employee has
found new employment or until April 1, 2001, whichever occurs
earlier.
(4) Pay for outplacement services for Employee at an
outplacement firm of Employee's choosing but subject to
Company's final approval, to a maximum for such expenditures
of $30,000.
(5) Waive any prohibition which any recruiter may have which
would limit such recruiter's ability to find employment for
Employee at certain companies.
(6) Pay Employee's initial fees for membership in the Young
President's Organization up to the amount of $6,500.
Such consideration will be paid to Employee provided that (i) Employee has
executed this Agreement, (ii) the seven (7) day revocation period provided in
Section 7, below, has expired and (iii) Employee has not exercised his right of
revocation.
19
<PAGE>
2. Employee agrees to render up to nine (9) days of consulting services
to the Company or its affiliated companies during the months April, 2000 through
March, 2001, with March 31, 2001 being the end of the consulting term. These
services will be rendered at the request of the President and CEO of the
Company or his designee, at times reasonably convenient to Employee. In
addition to rendering these consulting services, Employee also agrees to
perform certain actions that may be reasonably necessary in the Company's
defense or prosecution of disputes, claims and/or lawsuits that involve
matters or events which occurred during Employee's period of employment
with the Company. Such actions would include reviewing files and records,
attending meetings, giving depositions, attending and testifying at trials and
performing similar actions, and may be required during or following the
consulting term. Company agrees to provide reasonable notice, and as much
notice as is practicable under the circumstances, to Employee before
requesting him to perform any such actions. Company further agrees to
cooperate with Employee in scheduling all such actions so as not to unduly
burden Employee or to unduly interfere with his other activities and
responsibilities. Company agrees to promptly reimburse Employee for all
out-of-pocket costs (including travel, meal and lodging costs) reasonably
incurred by Employee in fulfilling his responsibilities under this paragraph,
upon Employee's providing proper documentation of such costs.
3. IN EXCHANGE for such consideration, Employee hereby, on behalf of
himself, his descendants, ancestors, dependents, heirs, executors,
administrators, assigns and successors, covenants not to make any claim or
initiate any lawsuit, and fully and forever releases and discharges
Company and its parent, subsidiaries, affiliates, divisions, successors,
and assigns, together with its and their past and present directors, officers,
agents, attorneys, insurers, employees, stockholders, and representatives,
from any and all claims, wages, demands, rights, liens, agreements, contracts,
covenants, actions, suits, causes of action, obligations, debts, costs,
expenses, attorneys' fees, damages, judgments, orders or liabilities of
whatsoever kind or nature in law, equity or otherwise, whether now known or
unknown, suspected or unsuspected which Employee now owns or holds or has at
any time heretofore owned or held against said Company, arising out of or
in any way connected with Employee's employment relationship with Company,
or the cessation of that employment, or any other transactions, occurrences,
acts or omissions or any loss, damage or injury whatsoever, known or
unknown, suspected or unsuspected, resulting from any act or omission by or on
the part of Company committed or omitted prior to the date of this Agreement,
including, but not limited to claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, any state statute which
deals with discrimination or any claim for severance pay, bonus, salary,
overtime pay, sick leave, holiday pay, vacation pay, stock options or other
stock related compensation or programs, life insurance, health or medical
insurance or any other fringe benefit, workers' compensation or disability
benefit (other than those items to be paid as "consideration" hereunder and
specifically set forth above).
20
<PAGE>
Employee also agrees to fully observe and be bound by the provisions
of Sections 8, 9, 10 and 14 of the Employment Agreement between Employee and
Company dated as of August 4, 1997 which terminated on December 31, 1999, which
provisions are incorporated herein and made a part hereof, except that the
provisions of paragraphs 9(b) and 9(c) of the Employment Agreement shall
expire on March 31, 2000.
This Agreement shall not, however, release any rights (i) to those
items to be paid as consideration hereunder and specifically set forth
above, (ii) to payments to which Employee would otherwise be entitled
under any Company insurance, retirement, management stock purchase,
restricted stock or 401(k) plan - the benefits under which will be paid in
accordance with the terms of such plans, (iii) under Employee's two stock
option agreements bearing grant dates of August 4, 1997 and February 24, 1999
which, by their terms, continue in force through the consulting term, or (iv)
to payment of salary through the date of cessation of employment set forth
above, all PDOs earned and accrued through the date of cessation of
employment set forth above and reimbursement of all business expenses
incurred by Employee in connection with the Company's business and in
accordance with the Company's policy for the reimbursement of such
expenses.
4. IN EXCHANGE for Employee's release of claims and other undertakings
herein, Company hereby, on behalf of itself and its shareholders,
administrators, successors and assigns, covenants not to make any claim or
initiate any lawsuit against Employee based on, and fully and forever
releases and discharges Employee from, any and all claims, causes of action
or liabilities of whatsoever kind or nature, which are known to the Company's
executive management as of the date hereof (or would have been known to such
management through the proper exercise of its management function if there
has not been a proper exercise of such function) arising out of or in any way
connected with Employee's employment relationship with Company, or the
cessation of that employment, or any other transactions, occurrences, acts
or omissions or any loss, damage or injury whatsoever, resulting from any
act or omission by Employee committed or omitted prior to the date of this
Agreement, except for acts or omissions which would constitute an intentional
violation of law and which could reasonably result in damage to the Company.
5. To the extent provided in the Company's Bylaws, Company will
defend and indemnify Employee for, and hold Employee harmless of and from,
any and all claims, causes of action or liabilities that may be asserted or
assessed against Employee based on any alleged acts or omissions by Employee
in connection with or related to his employment with Company.
6. Employee warrants and agrees that he is responsible for any federal,
state, and local taxes which may be owed by him by virtue of the receipt of any
portion of the consideration herein provided. Company will, however,
make any appropriate withholdings on amounts to be paid hereunder, as required
by law.
21
<PAGE>
7. Employee acknowledges that he has been encouraged to seek the
advice of an attorney of his choice in regard to this Agreement. Company
and Employee represent that they have relied upon the advice of their
attorneys, who are attorneys of their own choice, or they have knowingly and
willingly not sought the advice of their attorneys. Employee hereby understands
and acknowledges the significance and consequences of such a Agreement and
represents that the terms of this Agreement are fully understood and voluntarily
accepted by him.
8. Both Employee and Company have cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against any party on the basis
that the party was the drafter.
9. Employee acknowledges that he has had at least twenty-one (21)
days to consider the terms of this Agreement prior to his signing it. If
Employee has executed this Agreement prior to the end of such
twenty-one (21) day consideration period, Employee acknowledges that such
decision to waive any portion of the twenty-one day (21) consideration period
was done knowingly and voluntarily.
10. Employee further understands that he may revoke this Agreement
within seven (7) days following his signing of the Agreement by giving written
notice of such revocation to Company. Such notice must be dated within
such seven day time period and must be received promptly thereafter by Company.
11. This Agreement constitutes the entire agreement concerning the
termination of Employee's employment and all other subjects addressed herein.
This Agreement supersedes and replaces all prior negotiations. All
agreements, proposed or otherwise, whether written or oral, concerning all
subject matters covered herein are incorporated into this Agreement. The use
of male pronouns herein is done for convenience only and shall be construed
to mean and apply to both the male and female genders.
12. If one or more of the provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect or impair any other
provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had not been contained herein.
13. Employee agrees to maintain the terms of this Agreement as
confidential and not to disclose such terms to any party except his
immediate family and his legal and financial advisors or except as may be
required by court order.
22
<PAGE>
14. Company and Employee have prepared a "positioning statement"
regarding Employee's departure. Comments made by the Company regarding
Employee following his departure will be generally consistent with this
"positioning statement".
_____________________________ __________________________________
Date Robert J. Mannarino
CDI CORPORATION
_____________________________ By:___________________________________
Date Mitch Wienick
President & CEO
23
<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-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,023
<SECURITIES> 0
<RECEIVABLES> 399,382
<ALLOWANCES> 4,269
<INVENTORY> 0
<CURRENT-ASSETS> 418,122
<PP&E> 126,643
<DEPRECIATION> 68,401
<TOTAL-ASSETS> 584,852
<CURRENT-LIABILITIES> 164,429
<BONDS> 96,098
0
0
<COMMON> 2,000
<OTHER-SE> 303,668
<TOTAL-LIABILITY-AND-EQUITY> 584,852
<SALES> 0
<TOTAL-REVENUES> 421,400
<CGS> 0
<TOTAL-COSTS> 307,378
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,048
<INCOME-PRETAX> 19,866
<INCOME-TAX> 7,827
<INCOME-CONTINUING> 11,804
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,804
<EPS-BASIC> .62
<EPS-DILUTED> .62
</TABLE>
