-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QoFhUBsmj+c3q5bllhYDJladobNJwBGm8mYmvWMfcDbpAjX2KDrycKmdWgxoNA29 H/60fA5u822yTZpCr6WcgQ== 0000109758-98-000003.txt : 19980130 0000109758-98-000003.hdr.sgml : 19980130 ACCESSION NUMBER: 0000109758-98-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980127 ITEM INFORMATION: FILED AS OF DATE: 19980129 SROS: CSE SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01969 FILM NUMBER: 98516353 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 1998 CERIDIAN CORPORATION (Exact name of registrant as specified in charter) Delaware 1-1969 52-0278528 (State or other juris- (Commission File (IRS Employer diction of incorporation Number) Identification No.) 8100 34th Avenue South, Minneapolis, MN 55425 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 612-853-8100 Item 5. Other Events On January 27, 1998, Ceridian Corporation (_Ceridian_) announced its results of operations for the quarter and year ended December 31, 1997. The text of Ceridian's earnings release is filed herewith as Exhibit 99. Statements regarding Ceridian contained in the attached press release that are not historical in nature, particularly those that utilize terminology such as "may," "will," "expects," "anticipates," "believes" or "plans," _are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to the Ceridian that could cause such material differences are discussed in Ceridian's Current Report on Form 8-K dated January 19, 1998 and filed with the Securities and Exchange Commission on January 20, 1998. 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 Dated: January 29, 1998 By: /s/ Loren D. Gross Name: Loren D. Gross Title:Vice President and Corporate Controller EX-99 2 EXHIBIT 99.1 CERIDIAN REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR 1997 In Q4, excluding unusual gains and charges, Ceridian's information services businesses turned in strong performances MINNEAPOLIS, January 27, 1998 _ Ceridian Corporation (NYSE: CEN) today reported fourth quarter net earnings of $473.8 million, or $6.23 per diluted share of common stock, on revenue of $282.5 million. In the fourth quarter of 1996, Ceridian reported net earnings of $49.3 million, or $.61 per diluted share, on revenue of $251.3 million. As a result of the sale of Computing Devices International on December 31, 1997, Computing Devices is treated as a discontinued operation in all time periods presented; its revenue, costs and expenses are not shown in Ceridian's income statement, except that its net earnings and the resulting gain on the sale are included under discontinued operations. Ceridian's fourth quarter 1997 results included a $386.3 million gain from the sale of Computing Devices; a $175.0 million FAS 109 tax benefit (under which Ceridian recognizes the future tax benefits of its net operating loss carryforwards); and charges totaling $144.6 million that consist of $87.5 million of asset write-offs and $57.1 million of other charges and accrued liabilities. The fourth quarter 1997 asset write-offs included goodwill and other intangible assets related to acquisitions and investments, certain hardware and software investments, and a modest loss on disposal of the Comdata Gaming Services unit, primarily related to pre-acquisition goodwill. The other charges and accrued liabilities include costs related to legal and administrative proceedings involving the Company, and excess facilities, severance and contract termination costs. Apart from the unusual fourth quarter gains and charges, but including the operating results of Computing Devices, Ceridian would have reported net earnings of $55.6 million, or $.73 per diluted share, for the period. For the year 1997, Ceridian reported net earnings of $472.4 million, or $5.92 per diluted share, on revenue of $1,074.8 million. In 1996, Ceridian reported net earnings of $181.9 million, or $2.25 per diluted share, on revenue of $942.6 million. Apart from unusual gains and charges during 1997, which include the fourth quarter items described earlier as well as a $150 million third quarter charge in connection with the termination of the CII payroll software development project and a $13 million first quarter charge to settle litigation, but including the operating results of Computing Devices, Ceridian would have reported net earnings of $215.5 million, or $2.70 per diluted share, for 1997. "Looking beyond the unusual and non-recurring events at Ceridian in 1997, we are pleased with the operating performances of the human resources, transportation and marketing information services businesses," said Lawrence Perlman, chairman and chief executive officer of Ceridian. "In the human resources business, the payroll/tax filing operation significantly increased revenue and continued to improve its margins through add-on sales of higher-margin services, as well as reengineering processing and customer service operations. Today, Ceridian also announced plans to acquire the payroll businesses of the Canadian Imperial Bank of Commerce and Toronto-Dominion Bank, two transactions that will make Ceridian the leading provider of payroll services in Canada. "The transportation business also achieved strong fourth quarter revenue growth, in part by successfully selling additional services to customers that purchase its core fuel purchase product. On January 19, Comdata expanded its customer base when it acquired First Data Corporation's transportation services business (simultaneously Ceridian sold its Gaming Services business to First Data). The marketing information services business took the first step toward its goal of providing services globally when it acquired Continental Research in the United Kingdom during the fourth quarter. "Ceridian's three businesses have excellent revenue growth prospects and a sound strategy for realizing their potential," said Perlman. "They utilize a core product to obtain and then maintain a strong market position _ be it paychecks, fuel transactions or radio ratings _ and then surround the core product with additional products and services that can be sold to the customer of the core product, to adjacent markets and/or to new geographic markets. We expect each of the three businesses to perform well in 1998 and enable Ceridian to achieve its performance goals of revenue growth of about 15 percent and earnings improvement of approximately 20 percent annually." Ceridian Corporation is a leading information services company that serves the human resources, transportation and electronic media markets. Its businesses include Ceridian Employer Services, a leading provider of human resource management systems and payroll and tax filing services; Comdata Corporation, the leader in transaction processing and information services for the transportation industry; and Arbitron, a leading media and marketing research company. The statements regarding Ceridian Corporation contained in this release that are not historical in nature, particularly those that utilize terminology such as "may," "will" "expects," "anticipates," "believes" or "plans," are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to Ceridian that could cause such material differences are discussed in a Current Report on Form 8-K filed by Ceridian with the Securities and Exchange Commission on January 20, 1998. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Ceridian Corporation (Dollars in millions, and Subsidiaries except per share data) For Periods Ended December 31, Three Months Twelve Months 1997 1996 1997 1996 Revenue $282.5 $251.3 $1,074.8 $ 942.6 Cost of revenue 138.9 119.6 527.6 456.9 Gross profit 143.6 131.7 547.2 485.7 Operating expenses Selling, general and administrative 73.5 78.5 308.0 285.1 Research and development 20.2 13.3 59.6 52.5 Other expense (income) 144.4 (0.7) 309.3 0.2 Earnings (Loss) before interest and taxes (94.5) 40.6 (129.7) 47.9 Interest income 0.9 0.8 2.3 3.0 Interest expense (5.1) (2.2) (11.2) (9.7) Earnings (Loss) before income taxes (98.7) 39.2 (138.6) 1.2 Income tax provision (benefit) (174.8) 2.5 (174.0) 5.7 Earnings from continuing operations 76.1 36.7 35.4 135.5 Discontinued operations Gain on sale 386.3 0.0 386.3 0.0 Earnings from operations 11.4 12.6 50.7 46.4 Net earnings $473.8 $ 49.3 $ 472.4 181.9 Earnings per share: Basic Continuing operations$1.02 $0.49 $0.45 $1.80 Net earnings $6.34 $0.67 $6.02 $2.49 Diluted Continuing operations$1.00 $0.45 $0.45 $1.67 Net earnings $6.23 $0.61 $5.92 $2.25 Shares used in calculations (000's): Basic 74,691 68,619 78,418 7,920 Diluted 76,052 81,312 79,741 80,969 CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) Ceridian Corporation (Dollars in millions) and Subsidiaries December 31, December 31, 1997 1996 Cash and equivalents $ 268.0 $ 71.1 Receivables 317.5 249.1 Net assets of discontinued operations 0.0 120.9 All other assets 657.8 575.5 Total assets $1,243.3 1,016.6 Debt $ 3.0 $138.1 Other liabilities 652.0 541.3 Stockholders' equity 588.3 337.2 Total liabilities and stockholders' equity $1,243.3 1,016.6
Ceridian's Businesses Ceridian Corporation is an information services company that serves the human resources, transportation and electronic media markets. The Company helps customers improve their productivity and competitive position. Information Services for the Human Resources Market Ceridian serves more than 45,000 customers in the human resources arena, including 40 percent of the Fortune 1000 and 30 percent of the Fortune 100, with broad, integrated solutions. Its products include human resources information systems, employee and manager self-service systems, payroll processing and tax filing services, time and attendance solutions, recruiting and skills management software, workplace effectiveness services, decision-support applications, training, and other services. Ceridian provides human resource management systems and services in Canada, the United States and the United Kingdom. The Company's human resources businesses include Ceridian Employer Services, Ceridian Performance Partners and Resumix. Information Services for the Transportation Industry Ceridian's Comdata business is a leading provider of transaction processing and information services to the transportation industry. It assists trucking companies and truck strops with funds transfers, fuel management and purchases, automated routing and scheduling, permitting, licensing and fuel tax reporting. Comdata serves more than 20,000 trucking companies and more than 10,000 truck stop service centers. Information Services for the Electronic Media Industry Through The Arbitron Company in the United States and Continental Research in the United Kingdom, Ceridian is an international media and marketing research firm that provides services to broadcasters, advertisers and advertising agencies in the United States and Europe. In the United States, Arbitron provide quantitative audience research to over 2,800 radio stations and 2,400 advertisers and ad agencies. Its qualitative research is purchased by 1,900 customers, including radio and TV stations, cable systems, agencies and advertisers, and newspapers and magazines. In Europe, Continental Research manages and directs activities on behalf of some of the biggest names in advertising. -----END PRIVACY-ENHANCED MESSAGE-----