8-K/A 1 8-K/A 01/24/95 SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K/A Amendment No. 2 to CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 1994 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-1969 52-0278528 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) 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 or former address, if changed since last report) -1- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (b) Pro Forma Financial Information The pro forma financial information is hereby amended by the addition of an adjustment (2), reflecting the cost of funds used for the acquisition of Tesseract, to the pro forma statements of operations for the year ended December 31, 1993, and the three month period ended March 31, 1994. -2- PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Ceridian Corporation and Subsidiaries Year Ended December 31, 1993
Historical Pro Forma (Dollars in millions Ceridian Tesseract except per share data) Corporation Corporation Adjustments Results Revenue Product sales $ 442.0 $ 28.9 $ 442.0 Services 444.1 28.9 473.0 Total 886.1 915.0 Cost of revenue Product sales 353.1 11.0 353.1 Services 252.9 263.9 Total 606.0 11.0 617.0 Gross profit 280.1 17.9 298.0 Operating expenses Selling, general and administrative 178.1 9.3 4.9 (1) 192.3 Technical expense 48.6 6.2 54.8 Other expense (income) (3.5) (3.5) Restructure loss (gain) 67.0 2.3 69.3 Earnings (Loss) before interest and taxes (10.1) 0.1 (14.9) Interest income 8.3 0.3 (2.4) (2) 6.2 Interest expense (16.4) (16.4) Earnings (Loss) before income taxes (18.2) 0.4 (25.1) Income tax provision 3.8 0.2 4.0 Earnings (Loss) from continuing operations $ (22.0) $ 0.2 $ (29.1) Earnings (Loss) per share $ (0.52) $ (0.68) (See accompanying notes.)
-3- PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Ceridian Corporation and Subsidiaries For the Three Months Ended March 31, 1994
Historical Pro Forma (Dollars in millions Ceridian Tesseract except per share data) Corporation Corporation Adjustments Results Revenue Product sales $ 112.5 $ 4.5 $ 112.5 Services 108.8 4.5 113.3 Total 221.3 225.8 Cost of revenue Product sales 90.3 90.3 Services 48.3 1.8 50.1 Total 138.6 1.8 140.4 Gross profit 82.7 2.7 85.4 Operating expenses Selling, general and administrative 46.9 1.7 1.2 (1) 49.8 Technical expense 12.8 2.8 15.6 Other expense (income) 0.4 0.4 Earnings (Loss) before interest and taxes 22.6 (1.8) 19.6 Interest income 1.9 0.1 (0.6) (2) 1.4 Interest expense (0.4) (0.4) Earnings (Loss) before income taxes 24.1 (1.7) 20.6 Income tax provision 1.9 (0.7) 1.2 Net earnings $ 22.2 $ (1.0) $ 19.4 Primary Earnings per share $ 0.42 $ 0.36 Fully diluted earnings $ 0.40 $ 0.35 per share (See accompanying notes.)
-4- Notes to Pro Forma Condensed Consolidated Statement of Operations (Unaudited) The pro forma statements of operations assume that the acquisition of Tesseract took place on January 1, 1993, and include the following pro forma adjustments: (1) Amortization over a 15 year period of goodwill of $73.4 million arising from this transaction. The following adjustment is added by Amendment No. 2: (2) The cost of foregone interest income at 4% on $60.0 million of cash and short-term investments assumed liquidated in order to purchase Tesseract. -5- SIGNATURE 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 hereunto duly authorized. CERIDIAN CORPORATION Registrant Date: March 24, 1995 /s/ J. R. Eickhoff J. R. Eickhoff Vice President & Chief Financial Officer -6-