-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, njAPGYxc35wcc/yYrhuI6gJwu1QqT1932zeECzs8wIMYQpvwbe2I2J3n++WOAr0g sI/vEUdxvdmpyucmFeNCag== 0000109758-95-000008.txt : 19950511 0000109758-95-000008.hdr.sgml : 19950511 ACCESSION NUMBER: 0000109758-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950509 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 95535752 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 10-Q 1 10-Q 03/31/95 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission file number 1-1969 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-0278528 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8100 34th Avenue South, Minneapolis, Minnesota 55425 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612)853-8100 (Former name, former address and former fiscal year if changed from last report) Indicate by check mark 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 The number of shares of registrant's Common Stock, par value $.50 per share, outstanding as of April 30, 1995, was 45,609,822. - 1 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX Pages Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations for the three month periods ended March 31, 1995 and 1994 ................................. 3 Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994 .................... 4 Consolidated Statements of Cash Flows for the three month periods ended March 31, 1995 and 1994 ............. 5 Notes to Consolidated Financial Statements .............. 6 In the opinion of the Company, the unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals, except as set forth in the notes to consolidated financial statements) necessary to present fairly the financial position as of March 31, 1995, and results of operations and cash flows for the three month periods ended March 31, 1995 and 1994. The results of operations for the three month period ended March 31, 1995, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the notes to consolidated financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................. 6-11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K .................... 14 Signature ......................................................... 15 Exhibit 11. Statement re computation of earnings per share ........ 16 - 2 - FORM 10-Q PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS Ceridian Corporation (Unaudited) and Subsidiaries For Periods Ended March 31, Three Months 1995 1994 (Dollars in millions, except per share data) Revenue Product sales $ 138.2 $ 112.5 Services 119.6 108.8 Total 257.8 221.3 Cost of revenue Product sales 107.5 90.3 Services 51.1 48.3 Total 158.6 138.6 Gross profit 99.2 82.7 Operating expenses Selling, general and administrative 54.8 48.8 Technical expense 16.2 10.9 Other expense (income) (0.5) 0.4 Earnings before interest and taxes 28.7 22.6 Interest income 2.7 1.9 Interest expense (0.3) (0.4) Earnings before income taxes 31.1 24.1 Income tax provision 2.7 1.9 Net earnings $ 28.4 $ 22.2 Primary earnings per share $ 0.54 $ 0.42 Fully diluted earnings per share $ 0.50 $ 0.40 Weighted average common shares outstanding (in thousands) Primary 46,723 45,584 Fully diluted 57,107 55,968 See notes to consolidated financial statements.
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FORM 10-Q CONSOLIDATED Ceridian Corporation BALANCE SHEETS (Unaudited) and Subsidiaries March 31, December 31, Assets 1995 1994 (In Millions) Cash and equivalents $ 102.2 $ 116.8 Short-term investments 55.7 54.6 Trade and other receivables, net 158.9 141.4 Inventories 26.9 25.8 Other current assets 12.0 7.5 Total current assets 355.7 346.1 Investments and advances 14.8 14.5 Property, plant and equipment, net 100.1 97.8 Prepaid pension cost 80.8 78.0 Goodwill and other intangibles 125.1 128.0 Other noncurrent assets 32.5 25.9 Total assets $ 709.0 $ 690.3 Liabilities And Stockholders' Equity Short-term debt and current portion of long-term obligations $ 2.0 $ 1.2 Accounts payable 30.7 30.7 Customer advances and deferred income 101.2 85.7 Accrued taxes 57.5 56.9 Employee compensation and benefits 41.8 53.5 Restructure reserves, current portion 14.4 18.8 Other accrued expenses 58.7 60.0 Total current liabilities 306.3 306.8 Long-term obligations, less current portion 12.9 17.5 Deferred income taxes 7.9 7.7 Restructure reserves, less current portion 66.2 69.5 Employee benefit plans 80.9 80.5 Deferred income and other noncurrent liabilities 20.0 21.8 Stockholders' equity 214.8 186.5 Total liabilities and stockholders' equity $ 709.0 $ 690.3 See notes to consolidated financial statements.
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FORM 10-Q CONSOLIDATED STATEMENTS OF Ceridian Corporation CASH FLOWS (Unaudited) and Subsidiaries For Periods Ended March 31, Three Months 1995 1994 (In Millions) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 28.4 $ 22.2 Adjustments to reconcile net earnings to net cash provided by (used for) operating activities: Depreciation 8.0 6.6 Amortization of deferred assets 3.0 0.9 Restructure reserves: Reserves established -- -- Reserves utilized (7.8) (22.2) Net change in working capital items: Trade and other receivables (18.4) (11.9) Inventories (1.4) 4.5 Other current assets (4.4) 1.2 Accounts payable 8.0 (6.7) Customer advances and deferred income 16.3 (16.7) Other current liabilities (11.9) 2.2 Other (0.3) (2.3) Net cash provided by (used for) operating activities 19.5 (22.2) CASH FLOWS FROM INVESTING ACTIVITIES Expended for capital assets and software (18.9) (9.6) Short-term investments (1.1) 24.6 Expended for business acquisitions (8.8) -- Other 0.1 2.1 Net cash provided by (used for) investing activities (28.7) 17.1 CASH FLOWS FROM FINANCING ACTIVITIES Short-term debt, net 0.5 (1.6) Repayment of other debt (3.7) -- Sale of 5-1/2% Preferred Stock -- 15.5 Preferred dividends (3.2) (3.2) Other 1.8 2.0 Net cash provided by (used for) financing activities (4.6) 12.7 Effect of exchange rate changes on cash (0.8) -- NET CASH PROVIDED (USED) (14.6) 7.6 Cash and equivalents at beginning of period 116.8 112.4 Cash and equivalents at end of period $ 102.2 $ 120.0 See notes to consolidated financial statements.
- 5 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1995 (Dollars in millions) (Unaudited) FOREIGN CURRENCY FORWARD CONTRACTS In March 1995, the Company's subsidiary in the United Kingdom ("CDCL UK") entered into an agreement with its principal bank to purchase U.S. dollars, for an aggregate amount of 5,150,256 pounds sterling, at specified dates, generally on a monthly basis, between November 1995 and September 1998. The U.S. dollar value of these contracts at March 1995 was $8.2 which was 31, not materially different from the value at inception, and no amount of deferred gain or loss had been amortized to operations. The forward contracts will serve as a hedge of an identifiable foreign currency commitment; namely, the delivery of goods manufactured in a U.S. facility of the Company to satisfy a customer contract of CDCL UK. The forward contracts are intended to eliminate economic and accounting risks arising from fluctuations in the exchange rate between the two currencies by matching forward contract maturities to customer contract performance. Any gain or loss on the forward contracts, measured by the difference between the contract rate and the spot rate at the current balance sheet date, will be deferred (unless the deferral is expected to lead to recognizing losses in future periods) and included in cost of sales along with the related inventoried costs, effectively converting the dollar costs to pounds.
STOCKHOLDERS' EQUITY March 31, December 31, 1995 1994 5-1/2% Cumulative Convertible Exchangeable Preferred Stock, $100 par value (liquidation preference of $236.0) Shares issued and outstanding 47,200 $ 4.7 $ 4.7 Common Stock Par value - $.50 Shares authorized - 100,000,000 Shares issued - 45,660,778 and 45,515,123 22.8 22.8 Shares outstanding - 45,594,538 and 45,401,593 Additional paid-in capital 856.6 849.6 Accumulated deficit (639.0) (664.2) Foreign currency translation adjustments (3.2) (2.2) Restricted stock awards (21.8) (17.6) Pension liability adjustment (4.2) (4.2) Treasury stock, at cost (66,240 and 113,530 common shares) (1.1) (2.4) Total stockholders' equity $ 214.8 $ 186.5
- 6 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1995 (Dollars in millions) (Unaudited)
RECEIVABLES March 31, December 31, 1995 1994 Trade and Other Receivables, Net: Trade, less allowance of $5.9 and $6.2 $ 77.1 $ 73.9 Unbilled 67.7 57.3 Other 14.1 10.2 Total $ 158.9 $ 141.4
- 7 - FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations For the quarter ended March 31, 1995, Ceridian Corporation (the "Company") reported net earnings of $28.4 million, or $.50 per fully diluted share of common stock, on revenue of $257.8 million, compared to net earnings of $22.2 million, or $.40 per fully diluted common share, on revenue of $221.3 million for the first quarter 1994. The following table sets forth revenue for the Company, its two industry segments and the businesses that comprise those segments for the three month periods ended March 31, 1995 and March 31, 1994, respectively: Periods Ended March 31, Three Months 1995 1994 (Dollars in millions) Information Services Segment Arbitron Company $ 28.2 $ 28.3 Ceridian Employer Services 100.4 77.5 Other Services(1) -- 4.6 Total Information Services 128.6 110.4 Defense Electronics Segment Computing Devices International 129.2 110.9 Total Revenue $ 257.8 $ 221.3 (1) Primarily consists of revenue from TeleMoney Services and the Company's related network and computer center operations, which were sold in May 1994. - 9 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) The following table sets forth the percentage of the Company's total revenue by industry segment, the gross profit of each of the Company's industry segments as a percentage of that segment's revenue, and certain items in the consolidated statements of operations as a percentage of total revenue, for the periods indicated. Quarter Ended March 31, 1995 1994 Revenue: Information Services 49.9% 49.9% Defense Electronics 50.1% 50.1% Total revenue 100.0% 100.0% Gross profit: Information Services 57.8% 55.4% Defense Electronics 19.2% 19.4% Total gross profit 38.5% 37.3% Operating expenses Selling, general & 21.2% 22.0% administrative Technical 6.3% 4.9% Other expense (income) (0.2%) 0.2% Total operating expenses 27.3% 27.1% Earnings before interest & 11.2% 10.2% taxes Interest income (expense) 0.9% 0.7% Earnings before income taxes 12.1% 10.9% Income tax provision 1.1% 0.9% Net earnings 11.0% 10.0% - 10 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) Revenue. The 16.6% revenue growth in Information Services from the first quarter 1994 to the first quarter 1995 reflected 29.6% revenue growth in Employer Services which was partially offset by the May 1994 sale of the Company's TeleMoney Services business. Almost 40% of Employer Services' revenue growth was due to acquisitions made during 1994, principally Tesseract Corporation and User Technology Services, Inc., while increased investment income from payroll tax filing deposits accounted for somewhat less than a third of the revenue increase. The increase in investment income was due to both an increase in the average annual yield on such investments of 188 basis points as well as a 21% increase in average balances, reflecting growth in the tax filing customer base. Revenue from Employer Services' payroll processing operations also increased approximately 10%, primarily reflecting new customer installations. The annualized revenue value of orders received by Employer Services during the first quarter 1995 was about 20% greater than in the year earlier quarter. Employer Services' revenue and profitability tend to be the greatest in the first and fourth quarters of each year because of customers' year-end reporting requirements and greater tax filing deposit balances in the first quarter. Although Arbitron's revenue was essentially unchanged in the quarterly comparison, revenue from radio audience measurement services and analytical software increased about 8% due to an increased rate of customer renewals, a higher percentage of syndicated ratings customers also utilizing analytical software applications, and price increases related to efforts to increase the sample size for radio surveys. This revenue increase was offset by a revenue decrease resulting from the Company's exchange of its interest in the Competitive Media Reporting ("CMR") joint venture for an interest in the Scarborough Research Partnership ("SRP"), which produces the "Scarborough Report" that provides information regarding product/service usage and media usage in major U.S. markets. As a result of this transaction, Arbitron no longer derives revenue from the sale of commercial monitoring services provided by CMR, but SRP's results are consolidated with Arbitron's. Although this transaction is expected to increase Arbitron's annual revenue somewhat, SRP's revenue is heavily weighted toward the second, third and fourth quarters of each year, coinciding with deliveries of the Scarborough Report. - 11 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) Computing Devices' revenue increased 16.5% in the quarterly comparison, due to a 43% revenue increase in its Canadian operations. About three- fourths of the revenue increase was attributable to the Iris contract to provide a communications system to the Canadian defense department, while the balance was attributable to ground system products, particularly a $105 million, multi-year contract awarded to the Company in 1994 to develop and produce a light armored vehicle reconnaissance system. Although Computing Devices orders during the first quarter 1995 were about 25% below the year earlier quarter, that quarter had included the previously mentioned reconnaissance system order. For all of 1995, Computing Devices expects its orders to be about 15% below the level achieved in 1994, when it achieved its highest order year ever. Gross Margin. The Company's gross margin improvement in the quarterly comparison was attributable to the Information Services segment. The improvement in Information Services reflected the sale of the TeleMoney business and related operations, which had a very low gross profit margin during the first quarter 1994, and an increase in the gross profit margin in Arbitron. The improvement in Arbitron is primarily a function of revenue mix, as low margin revenue from the sale of commercial monitoring services provided by CMR did not continue in the first quarter 1995 as a result of the CMR/SRP transaction, and higher margin revenue from radio audience measurement services and analytical software increased. Employer Services' gross margin was little changed, as improvements resulting from generally higher business volume were offset by additional costs related to the establishment of a centralized customer service center and efforts to centralize payroll data processing. The modest decrease in Computing Devices' gross margin in the quarterly comparison was primarily due to increased revenue from the Iris contract, which has lower gross margins than most other aspects of Computing Devices' business. First quarter 1995 revenue from this contract included $5 million of payments to protect the Company from currency exposure on non-Canadian dollar costs, payments on which there is no gross profit. Partially offsetting the decrease were improved gross margins in Computing Devices' U.S. operations, reflecting the movement of certain contracts from the development phase into the production phase, and the benefits of reduced employment levels in connection with fixed price contracts that had been bid with a higher cost structure. Operating Expenses. Although selling, general and administrative ("SG&A") expenses increased in both industry segments in the quarterly comparison, they decreased in each segment as a percentage of revenue. - 12 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) In Information Services, SG&A expenses decreased from 33.3% of revenue in the first quarter 1994 to 32.9% of revenue in the first quarter 1995. The primary factor in this percentage decrease was the decrease in Employer Services' selling expense as a percentage of revenue, reflecting the significant increase in Employer Services' revenue and increased concentration of sales and marketing efforts on medium- and large-sized employers. General and administrative expenses increased as a percentage of revenue in Information Services, largely due to amortization of goodwill and other intangible assets associated with acquisitions made during 1994 and additional compensation expense associated with a performance restricted stock plan implemented by the Company during 1994. Computing Devices' SG&A expenses to revenue ratio decreased from 8.0% to 7.8%, reflecting increased revenue and a decrease in selling expense that was more than offset by an increase in administrative expense. Technical expense for the Company increased from 4.9% of revenue in the first quarter 1994 to 6.3% of revenue in the first quarter 1995. Information Services' technical expense as a percentage of revenue increased from 4.6% to 7.0% of revenue. The most significant increase in technical expense, both in dollars and as a percentage of revenue, was in Employer Services, reflecting the June 1994 acquisition of Tesseract and spending in connection with the enhancement of its payroll processing software. An increase in research and development expenses in Computing Devices caused its technical expense to increase from 5.3% of revenue in the first quarter 1994 to 5.6% of revenue in the first quarter 1995. Other expense in the first quarter 1994 primarily consisted of the Company's share of CMR's loss, while other income during the first quarter 1995 primarily consisted of the other partner's share of SRP's loss. Earnings Before Interest and Taxes. The Company's earnings before interest and taxes ("EBIT") increased $6.1 million, or 27.1%, from the first quarter 1994 to the first quarter 1995. Information Services was the primary contributor to this improvement, with EBIT increasing $4.7 million, or 24.7%, in the quarterly comparison. Most of this increase in Information Services' EBIT was due to Employer Services. As a percentage of revenue, EBIT for Information Services increased from 17.1% in the first quarter 1994 to 18.3% in the first quarter 1995, with the percentage increase primarily attributable to Arbitron. Computing Devices' EBIT increased $0.7 million, or 9.7%, in the quarterly comparison, but declined as a percentage of revenue from 6.1% to 5.7% of revenue. Interest Income and Expense and Taxes. The increase in interest income in the quarterly comparison reflected higher interest rates in the first quarter 1995. The provisions for income taxes for the first quarter of 1994 and 1995 primarily represent tax charges related to the Company's international operations. - 13 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition The Company's cash and short-term investments decreased from $171.4 million at December 31, 1994 to $157.9 million at March 31, 1995. Although none of the December 31 balance was subject to any restrictions, $4.9 million of the March 31, 1995 balance was subject to restriction in connection with a letter of credit issued on behalf of Computing Devices' Canadian operations with respect to its contract to provide a light armored vehicle reconnaissance system. During the first three months of 1995, operating cash flows provided $19.5 million of cash, after having utilized $22.2 million of cash in the first quarter 1994. Net earnings adjusted to a cash basis provided cash of $39.1 million in the first quarter 1995 and $27.4 million in the first quarter 1994. Increases in working capital utilized $11.8 million of cash in the first quarter 1995 and $27.4 million of cash in the 1994 period. Reflected in the first quarter 1995 cash utilized in connection with working capital items was an $18.4 million increase in trade and other receivables, reflecting increases in Computing Devices and, to a lesser extent, Employer Services. The first quarter 1994 working capital increase included a $16.7 million reduction in customer advances and an $11.9 million increase in trade and other receivables, both principally related to Computing Devices' Iris contract. Payments of restructure liabilities were $7.8 million and $22.2 million in the first quarters of 1995 and 1994, respectively. The following table summarizes estimated restructure payments during 1995, first quarter 1995 restructure payments, and restructure payments expected during the remainder of 1995: - 14 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition (cont.) Estimated Expected Category Payments Payments Payments 1995 Q1 1995 Q2-Q4 1995 Severance and Related Costs $ 4.2 $2.5 $ 1.7 Equipment Lease Termination 1.7 0.4 1.3 Vacant Space 7.8 2.5 5.3 Costs to Dispose of Businesses 0.5 0.1 0.4 Legal Costs 1.2 0.3 0.9 Environmental Costs 0.7 0.3 0.4 Duplicate Processing/Support 4.7 1.7 3.0 Other -- -- -- Total $20.8 $7.8 $13.0 At March 31, 1995, the Company reported accrued restructure liabilities of $80.6 million, which is expected to decline to about $67.5 million by the end of 1995. Restructure payments during 1995 principally involve obligations (most significantly for vacant space) related to past restructuring actions not involving the Company's ongoing businesses, actions in Employer Services to centralize customer service capabilities and consolidate payroll processing, and the discontinuance of Arbitron's television ratings service. Investing activities utilized $28.7 million of cash during the first quarter 1995 and provided $17.1 million of cash during the first quarter 1994. The net use of cash during the first quarter 1995 included expenditures of $8.8 million paid for businesses acquired near the end of 1994 and $18.9 million for capital assets and software. Cash received from investing activities during the first quarter 1994 reflected $24.6 million of cash received from the liquidation of short-term investments, as the Company's independent investment manager reduced average maturities in that period, and amounts expended for capital assets and capitalized software of $9.6 million. The largest portion of the increase in expenditures for capital assets and software in the quarterly comparison involved Employer Services, and reflected equipment to expand and improve communications and service delivery capabilities, the acquisition of Tesseract, and ongoing projects to introduce enhanced payroll processing software and human resource software applications. - 15 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition (cont.) Financing activities utilized $4.6 million of cash during the first quarter 1995, reflecting the $3.2 million prepayment of a mortgage and $3.2 million in quarterly preferred stock dividends. During the first quarter 1994, financing activities provided $12.7 million of cash, primarily reflecting the receipt of an additional $15.5 million in net cash proceeds from the sale by the Company of additional shares of preferred stock as a result of the underwriters' exercise of their over-allotment option. During May 1995, the Company expects to conclude a one year extension of its unsecured $35 million domestic revolving credit facility, which was otherwise scheduled to expire on May 30, 1995. Under the expected terms of the extension, the Company will be able to obtain revolving loans or standby letters of credit which may not have a final expiration date later than May 29, 1997. At April 30, 1995, there were $1.6 million in letters of credit and no revolving loans outstanding under the facility. - 16 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1995 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Description 11 Statement re computation of earnings per share (b) Reports on Form 8-K. Amendment Nos. 1 and 2 to the Form 8-K dated June 24, 1994, concerning the acquisition of Tesseract Corporation, were filed on January 25 and March 24, 1995, respectively. A report on Form 8-K dated January 19, 1995 was filed by the Company, reporting in "Item 5: Other Events" the signing of technology services and marketing agreements with Integrated Systems Solution Corporation and the announcement of the Company's financial results for the quarter and year ended December 31, 1994. - 17 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the period ended March 31, 1995, to be signed on its behalf by the undersigned thereunto duly authorized. CERIDIAN CORPORATION Registrant Date: May 9, 1995 /s/L. D. Gross L. D. Gross Vice President and Corporate Controller (Principal Accounting Officer) - 18 - EX-11 2 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS Exhibit 11 CERIDIAN CORPORATION AND SUBSIDIARIES STATEMENT RE COMPUTATION OF EARNINGS PER SHARE (Amounts in millions, except per share data) Three Months For the periods ended March 31, 1995 1994 Net earnings available to common stockholders - primary $ 25.2 $ 19.0 Restore dividends on convertible preferred stock 3.2 3.2 Net earnings for fully-diluted earnings per share $ 28.4 $ 22.2 Weighted average common shares outstanding 44.7 44.4 Common share equivalents from stock options and restricted stock awards 2.0 1.2 Weighted average common shares and equivalents outstanding - primary 46.7 45.6 Shares issuable assuming conversion of preferred stock 10.4 10.4 Weighted average common shares and equivalents outstanding - adjusted for full dilution 57.1 56.0 Net earnings available to common stockholders - primary $ 25.2 $ 19.0 Weighted average common shares and equivalents outstanding - primary 46.7 45.6 Primary earnings per share $ 0.54 $ 0.42 Net earnings for fully-diluted earnings per share $ 28.4 $ 22.2 Weighted average common shares and equivalents outstanding - adjusted for full dilution 57.1 56.0 Fully-diluted earnings per share $ 0.50 $ 0.40 EX-27 3 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 1000 3-MOS Dec-31-1995 Mar-31-1995 102,200 55,700 164,800 5,900 26,900 355,700 0 0 709,000 306,300 14,900 22,800 0 4,700 187,300 709,000 138,200 257,800 107,500 158,600 (500) 0 300 31,100 2,700 28,400 0 0 0 28,400 0.54 0.50
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