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 June 30, 2000
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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
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(Address of principal executive offices)
Registrant's telephone number, including area code: (215) 569-2200
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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 July 31, 2000 were:
Common stock, $.10 par value 19,079,753 shares
Class B common stock, $.10 par value None
1
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
June 30,
2000 December 31,
Assets (unaudited) 1999
- ------ ----------- ------------
Current assets:
Cash $ 12,241 11,429
Accounts receivable, less allowance for
doubtful accounts of $3,809 - June 30,
2000; $4,203 - December 31, 1999 397,100 352,458
Prepaid expenses and other 7,156 5,322
Deferred income taxes - 4,448
------- -------
Total current assets 416,497 373,657
Fixed assets, at cost:
Computers and systems 89,636 76,197
Equipment and furniture 34,397 32,275
Leasehold improvements 10,517 9,387
------- -------
134,550 117,859
Accumulated depreciation 72,331 64,603
------- -------
Net fixed assets 62,219 53,256
Deferred income taxes - 86
Goodwill and other intangible assets, net 90,392 89,328
Other assets 15,139 15,353
------- -------
$ 584,247 531,680
======= =======
2
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
June 30,
2000 December 31,
Liabilities and Shareholders' Equity (unaudited) 1999
- ------------------------------------ ----------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 22,041 21,446
Accounts payable 34,697 32,575
Withheld payroll taxes 5,101 3,211
Accrued expenses 98,369 88,975
Income taxes payable 9,481 8,774
Deferred income taxes 425 -
------- -------
Total current liabilities 170,114 154,981
Long-term debt 76,542 65,651
Deferred income taxes 2,050 -
Deferred compensation 13,712 13,916
Minority interests 3,790 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 20,011,371 shares - June 30, 2000;
19,999,463 shares - December 31,
1999 2,001 2,000
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 16,697 16,539
Retained earnings 322,937 298,305
Accumulated other comprehensive loss (1,396) (611)
Unamortized value of restricted stock
issued (652) (945)
Less common stock in treasury, at cost -
931,618 shares - June 30, 2000;
927,651 shares - December 31, 1999 (21,548) (21,444)
------- -------
Total shareholders' equity 318,039 293,844
------- -------
$ 584,247 531,680
======= =======
3
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Earnings
(In thousands, except per share data; unaudited)
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
2000 1999 2000 1999
------- ------- ------- -------
Revenues $ 437,447 407,576 858,847 796,697
Cost of services 314,762 301,616 622,140 590,054
------- ------- ------- -------
Gross profit 122,685 105,960 236,707 206,643
Operating and administrative costs 99,887 84,495 192,995 164,878
------- ------- ------- -------
Operating profit 22,798 21,465 43,712 41,765
Interest expense 1,393 440 2,441 867
------- ------- ------- -------
Earnings from continuing
operations before income
taxes and minority interests 21,405 21,025 41,271 40,898
Income taxes 8,310 8,284 16,137 16,114
------- ------- ------- -------
Earnings from continuing
operations before minority
interests 13,095 12,741 25,134 24,784
Minority interests 267 344 502 654
------- ------- ------- -------
Earnings from continuing operations 12,828 12,397 24,632 24,130
Discontinued operations - 2,015 - 2,015
------- ------- ------- -------
Net earnings $ 12,828 14,412 24,632 26,145
======= ======= ======= =======
Basic earnings per share:
Earnings from continuing
operations $ .67 .65 1.29 1.26
Discontinued operations $ - .11 - .11
Net earnings $ .67 .75 1.29 1.37
Diluted earnings per share:
Earnings from continuing
operations $ .67 .65 1.29 1.26
Discontinued operations $ - .11 - .11
Net earnings $ .67 .75 1.29 1.37
4
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(In thousands; unaudited)
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
2000 1999 2000 1999
Common stock ------- ------- ------- -------
Beginning of period $ 2,000 1,997 2,000 1,995
Exercise of stock options 1 - 1 2
------- ------- ------- -------
End of period $ 2,001 1,997 2,001 1,997
======= ======= ======= =======
Additional paid-in capital
Beginning of period $ 16,472 15,904 16,539 15,534
Exercise of stock options 208 46 208 356
Restricted stock-vesting/forfeiture - - (16) (10)
Restricted stock-change in value 11 134 (74) 204
Stock Purchase Plan 6 - 40 -
------- ------- ------- -------
End of period $ 16,697 16,084 16,697 16,084
======= ======= ======= =======
Retained earnings
Beginning of period $310,109 257,591 298,305 245,858
Net earnings 12,828 14,412 24,632 26,145
------- ------- ------- -------
End of period $322,937 272,003 322,937 272,003
======= ======= ======= =======
Accumulated other comprehensive loss
Beginning of period $ (642) (847) (611) (720)
Translation adjustment (754) (22) (785) (149)
------- ------- ------- -------
End of period $ (1,396) (869) (1,396) (869)
======= ======= ======= =======
Unamortized value of restricted stock
issued
Beginning of period $ (723) (1,013) (945) (1,117)
Restricted stock-vesting/forfeiture - 101 104 188
Restricted stock-change in value (11) (134) 74 (204)
Restricted stock-amortization of value 82 107 115 194
------- ------- ------- -------
End of period $ (652) (939) (652) (939)
======= ======= ======= =======
Treasury stock
Beginning of period $(21,548) (21,268) (21,444) (21,181)
Restricted stock-forfeiture - (101) (104) (188)
------- ------- ------- -------
End of period $(21,548) (21,369) (21,548) (21,369)
======= ======= ======= =======
Comprehensive income
Net earnings $ 12,828 14,412 24,632 26,145
Translation adjustment (754) (22) (785) (149)
------- ------- ------- -------
$ 12,074 14,390 23,847 25,996
======= ======= ======= =======
5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Six months ended
June 30,
----------------
2000 1999
------ ------
Operating activities:
Net earnings 24,632 24,130
Minority interests 502 654
Depreciation 7,969 6,774
Amortization of intangible assets 2,818 1,943
Income tax provision greater than tax payments 7,716 4,575
Change in assets and liabilities net of effects
from acquisitions:
(Increase) in accounts receivable (43,652) (34,214)
Increase in payables and accrued expenses 16,457 31,770
Other (1,708) 1,470
------ ------
14,734 37,102
------ ------
Investing activities:
Purchases of fixed assets (16,923) (14,026)
Acquisitions net of cash acquired (8,255) (20,798)
Other (463) 108
------ ------
(25,641) (34,716)
------ ------
Financing activities:
Borrowings long-term debt 30,456 2,033
Payments long-term debt (19,565) (3,637)
Obligations not liquidated because of
outstanding checks 595 (7,849)
Other 233 348
------ ------
11,719 (9,105)
------ ------
Net cash flows from (used by) continuing operations 812 (6,719)
Net cash flows from discontinued operations - 5,949
------ ------
Increase (decrease) in cash 812 (770)
Cash at beginning of period 11,429 6,962
------ ------
Cash at end of period 12,241 6,192
====== ======
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 common shares used to calculate basic and diluted earnings per share for the
second quarter and six months ended June 30, 2000 and 1999 was determined as
follows:
Second quarter Six months
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Basic
- -----
Average shares outstanding 19,071,984 19,048,109 19,071,589 19,046,900
Restricted shares issued
not vested (30,540) (33,640) (34,618) (37,084)
---------- ---------- ---------- ----------
19,041,444 19,014,469 19,036,971 19,009,816
========== ========== ========== ==========
Diluted
- -------
Shares used for basic 19,041,444 19,014,469 19,036,971 19,009,816
Dilutive effect of stock
options 26,893 131,294 14,698 76,178
Dilutive effect of
restricted
shares issued not vested 2,827 3,208 2,039 2,281
Dilutive effect of units
issuable under
Stock Purchase Plan 70,777 20,479 69,936 20,479
---------- ---------- ---------- ----------
19,141,941 19,169,450 19,123,644 19,108,754
========== ========== ========== ==========
Revenues and operating profit attributable to the operating segments of the
Company for the second quarter and six months ended June 30, 2000 and 1999
follow ($000s):
Second quarter Six months
----------------- -----------------
2000 1999 2000 1999
------- ------- ------- -------
Revenues:
Technical Services $ 258,168 235,218 504,919 461,860
Information Technology
Services 84,413 84,467 169,055 168,681
Management Recruiters 34,141 28,182 66,158 54,026
Todays Staffing 60,725 59,709 118,715 112,130
------- ------- ------- -------
$ 437,447 407,576 858,847 796,697
======= ======= ======= =======
7
Second quarter Six months
----------------- -----------------
2000 1999 2000 1999
------- ------- ------- -------
Earnings from continuing
operations before income
taxes and minority interests:
Operating profit
Technical Services $12,236 10,872 22,772 21,946
Information Technology Services 4,840 5,295 10,002 10,906
Management Recruiters 7,795 5,804 14,848 10,215
Todays Staffing 4,060 3,811 8,351 7,020
Corporate expenses (6,133) (4,317) (12,261) (8,322)
------- ------- ------- -------
Operating profit 22,798 21,465 43,712 41,765
Interest expense (1,393) (440) (2,441) (867)
------- ------- ------- -------
Earnings from continuing
operations before income
taxes and minority interests $21,405 21,025 41,271 40,898
======= ======= ======= =======
Intersegment activity is not significant. Therefore, revenues reported for
each operating segment are substantially all generated from external customers.
The Company's total assets increased approximately $53 million from
December 31, 1999 to June 30, 2000. Approximately $58 million of that increase
was in Technical Services, $14 million was in Corporate and $1 million was in
Todays Staffing. A decrease of $16 million was in Information Technology
Services and $4 million was in Management Recruiters.
During the six months ended June 30, 2000, the Company completed an
acquisition in which it invested $5.2 million. The acquisition was accounted for
using the purchase method. Assets acquired totaled approximately $5 million
including $4 million of goodwill. The acquisition did not have a significant
effect on the results of operations for the six months and quarter ended June
30, 2000.
During the second quarter of 2000 the Company paid $3.1 million to
partially liquidate its liability from a 1999 acquisition. The Company expects
to pay the remaining $4.3 million of the deferred purchase price to the former
owners in September 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.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Consolidated revenues for the six months and quarter ended June 30, 2000
were 7.8% and 7.3% higher, respectively, compared to the same periods a year
ago. Operating profit for the six months and second quarter of 2000 increased by
4.7% and 6.2%, respectively, from the comparable periods of 1999. The Company's
operating profit margin for the six months and second quarter in 2000 was 5.1%
and 5.2% of revenues, respectively, compared to 5.2% and 5.3% for the six months
and second quarter in 1999.
Technical Services' revenues for the six months and second quarter of 2000
increased 9% and 10%, respectively, from last year's comparable periods.
Technical Services operating profit for the six and three-month periods ended
June 30, 2000 increased 4% and 13%, respectively, in relation to comparable
periods in 1999. Operating profit margins for the six months and second quarter
of 2000 were 4.5% and 4.7% of revenue, respectively, compared to 4.8% and 4.6%
for the six months and second quarter in 1999.
The segment's telecommunications division, which currently represents
approximately 10 percent of the unit's revenues, has experienced strong growth
in 2000. Telecommunications headcount increased 39 percent over the same period
a year ago while revenue increased 62 percent as a result of a shift in business
mix toward higher-value services. Telecommunications division growth has been
driven in large part by a contract to provide broadband services installation
for a major telecommunications customer.
Information Technology Services' revenues were flat for the six months and
second quarter of this year compared to last year's comparable periods.
Operating profit decreased 8% and 9% during the six and three month periods
ended June 30, 2000 versus comparable periods in 1999. Operating profit margins
for the six months and second quarter of 2000 were 5.9% and 5.7%, respectively,
compared to 6.5% and 6.3% for the six months and second quarter in 1999.
The segment's results reflect a continuation of challenging market
conditions including slower than expected demand for information technology
staffing services. While the segment has been experiencing increasing demand
within its staffing business for IT professionals with higher-end technical
skills, these candidates are harder and more expensive to recruit and retain. In
addition, the unit is experiencing high turnover rates relative to its
historical experience as its contract professionals are recruited for permanent
positions, increasing recruiting costs and limiting revenue growth. The segment
continued to invest in its strategy of increasing its higher-margin outsourcing
business.
Todays Staffing revenues for the six months and second quarter of 2000 were
6% and 2% higher, respectively, compared to the same periods a year ago.
Operating profit for the six and three month periods ended June 30, 2000
increased 19% and 7%, respectively, in relation to comparable periods in 1999.
Operating profit margins for the six months and second quarter of 2000 were 7.0%
and 6.7%, respectively, versus 6.3% and 6.4%, respectively, for the same periods
in 1999. The segment's
9
slower revenue growth reflects the impact of a tighter labor market, making
candidate recruiting more difficult and increasing turnover. Its operating
profit growth reflects the impact both of the segment's strategic focus on
smaller, more profitable accounts and effective cost management. During the
second quarter, the number of non-national accounts increased by about 4 percent
over the second quarter of last year.
Management Recruiters' revenues for the six months and second quarter of
2000 increased 22% and 21%, respectively, from last year's comparable periods.
Operating profit for the six months and quarter ended June 30, 2000 increased
45% and 34%, respectively, over the comparable periods in 1999. Operating profit
margins for the six months and second quarter of 2000 were 22.4% and 22.8%,
respectively, compared to 18.9% and 20.6%, respectively, for the same periods in
1999. The segment's results reflect the impact of improved operating procedures
implemented in company offices over the past year and continuing strength in the
permanent placement market across a diverse range of customers and industries.
During July 2000 the Company completed a review of the status and
implementation of its SAP/R3 system. As a result of significant changes in
technology in the three years since the project was conceived, the Company will
continue to implement certain aspects of the current system version, such as
data warehousing, but has discontinued further field implementation of the
current version of the R3 system. Instead, over the next 12 to 18 months the
Company will evaluate and transition its existing systems to newer, more
powerful web-enabled technologies to support its long-term system requirements
more efficiently and effectively. In the interim, the Company will utilize both
the existing installed elements of the SAP/R3 and its legacy systems. The
Company is also launching a formal process standardization program to identify
and implement more efficient methods, processes and practices related to
billing, payroll, benefits and receivables management that will support its
future business and system requirements. Costs relating to the system
implementation totaled approximately $0.08 and $0.03 per share in the six months
and second quarter of this year and were principally responsible for the
year-over-year increase in corporate expenses.
During the six months and second quarter of 2000, the Company incurred a
significant increase in interest expense in comparison to the same periods of
1999. The increase primarily reflects the effects of higher interest rates and
higher average levels of debt outstanding partially as a result of slower
customer payments.
During the second quarter of 2000 the Company improved from the first
quarter of 2000 in managing working capital more effectively, principally due to
changes to its receivables management and collection processes. The Company
reduced long-term debt by $20 million and reduced Days Sales Outstanding from 70
as of March 31, 2000 to 67 as of June 30, 2000. Days Sales Outstanding as of
June 30, 1999 were 61.
Year 2000
The Company's year 2000 ("Y2K") inventory, assessment and solutions
implementations programs leading up to the year 2000 appear to have been
successful. The Company entered the year 2000 substantially fully 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.
10
Financial Condition
The ratio of current assets to current liabilities was 2.4 to 1 for both
June 30, 2000 and December 31, 1999. The ratio of long-term debt to total
capital (long-term debt plus shareholders' equity) was 19% as of June 30, 2000
and 18% as of December 31, 1999.
The Company's long-term debt was reduced by $20 million to $76.5 million
from March 31, 2000, although debt increased by $11 million from December 31,
1999. The Company's reduction of Days Sales Outstanding is primarily responsible
for the improvement from March 31, 2000 to June 30, 2000.
During the six months ended June 30, 2000, the Company completed an
acquisition in which it invested $5.2 million. The acquisition was accounted for
using the purchase method. Assets acquired totaled approximately $5 million
including $4 million of goodwill. The acquisition did not have a significant
effect on the results of operations for the six months and quarter ended June
30, 2000.
During the second quarter of 2000 the Company paid $3.1 million to
partially liquidate its liability from a 1999 acquisition. The Company expects
to pay the remaining $4.3 million of the deferred purchase price to the former
owners in September 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 (FASB) 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.
The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin 101-Revenue Recognition in Financial Statements (SAB 101) in December
1999. SAB 101 will become effective in the fourth quarter of 2000. The Company
does not believe that SAB 101 will have a significant effect on its financial
position or results of operations.
The FASB issued Financial Interpretation No. 44-Accounting for Certain
Transactions involving Stock Compensation (FIN 44) in March 2000. FIN 44 became
effective July 1, 2000. The Company does not believe that FIN 44 will have a
significant effect on its financial position or results of operations.
The Emerging Issues Task Force (EITF) of the FASB reached a consensus on
Issue 00-2-Accounting for Web Site Development Costs in March 2000. The EITF's
consensus became effective July 1, 2000. The Company does not believe that the
EITF consensus on Issue 00-2 will have a significant effect on its financial
position or results of operations.
11
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," "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.
12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 3, 2000 the Company held its annual meeting of shareholders. The
matters of business conducted at the meeting were the election of ten directors
of the Company.
The name of each director elected at the meeting and a tabulation of the
voting by nominee follows:
Votes Votes
for withheld
---------- --------
Walter E. Blankley 16,944,374 78,858
John M. Coleman 16,944,434 78,798
Michael J.Emmi 16,912,148 111,084
Walter R. Garrison 16,941,993 81,239
Kay Hahn Harrell 16,941,290 81,942
Lawrence C. Karlson 16,949,874 73,358
Allen M. Levantin 16,949,274 73,958
Alan B. Miller 16,950,399 72,833
Mitchell Wienick 16,298,782 724,450
Barton J. Winokur 16,035,902 987,330
There were no abstentions and there were no broker non-votes.
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).
10.1. Employment Agreement dated as of April 8, 2000 by and between
Registrant and Mitchell Wienick. (Constitutes a management
contract or compensatory plan or arrangement.)
13
2. Amendment dated as of April 12, 2000 to Consulting Agreement
dated as of April 7, 1997 by and between Registrant and Walter
R. Garrison. (Constitutes a management contract or compensatory
plan or arrangement.)
3. Amended and Restated CDI Corp. 1998 Non-Qualified Stock Option
Plan. (Constitutes a management contract or compensatory plan
or arrangement.)
4. Amended and Restated CDI Corp. Stock Purchase Plan for
Management Employees and Non-Employee Directors. (Formerly the
CDI Corp. Management Stock Purchase Plan). (Constitutes a
management contract or compensatory plan or arrangement.)
27. Financial Data Schedule.
(b) The Registrant did not file a Form 8-K during the quarter ended June
30, 2000.
14
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.
------------------------------------
August 8, 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)
15
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).
10.1. Employment Agreement dated as of April 8, 2000 by and between
Registrant and Mitchell Wienick. (Constitutes a management contract or
compensatory plan or arrangement.)
2. Amendment dated as of April 12, 2000 to Consulting Agreement dated as
of April 7, 1997 by and between Registrant and Walter R. Garrison.
(Constitutes a management contract or compensatory plan or
arrangement.)
3. Amended and Restated CDI Corp. 1998 Non-Qualified Stock Option Plan.
(Constitutes a management contract or compensatory plan or
arrangement.)
4. Amended and Restated CDI Corp. Stock Purchase Plan for Management
Employees and Non-Employee Directors. (Formerly the CDI Corp.
Management Stock Purchase Plan). (Constitutes a management contract
or compensatory plan or arrangement.)
27. Financial Data Schedule.
16