1
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, 2001
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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
--------------
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, 2001 were:
Common stock, $.10 par value 19,077,104 shares
Class B common stock, $.10 par value None
2
PART 1. FINANCIAL INFORMATION
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
June 30,
2001 December 31,
Assets (unaudited) 2000
- ------ ----------- ------------
Current assets:
Cash $ 6,890 11,432
Accounts receivable, less allowance
for doubtful accounts of $4,113 - June 30,
2001; $3,694 - December 31, 2000 350,172 371,088
Prepaid expenses 7,905 8,267
Deferred income taxes 10,842 11,969
------- -------
Total current assets 375,809 402,756
Fixed assets, at cost:
Computers and systems 101,652 95,999
Equipment and furniture 39,002 37,537
Leasehold improvements 12,898 11,640
------- -------
153,552 145,176
Accumulated depreciation (88,643) (79,066)
------- -------
Net fixed assets 64,909 66,110
Goodwill and other intangible assets, net 89,601 90,281
Other assets 11,459 12,882
------- -------
$ 541,778 572,029
======= =======
3
CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
June 30,
2001 December 31,
Liabilities and Shareholders' Equity (unaudited) 2000
- ------------------------------------ ----------- ------------
Current liabilities:
Obligations not liquidated because
of outstanding checks $ 18,334 22,568
Accounts payable 45,312 44,266
Withheld payroll taxes 5,616 3,343
Accrued expenses 86,634 96,128
Income taxes payable 3,797 12,746
------- -------
Total current liabilities 159,693 179,051
Long-term debt 35,453 49,623
Deferred income taxes 1,386 1,272
Deferred compensation 12,406 13,144
Minority interests 2,467 3,144
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
20,027,606 shares - June 30, 2001;
20,015,561 shares - December 31, 2000 2,003 2,002
Class B common stock, $.10 par value -
authorized 3,174,891 shares; none
issued - -
Additional paid-in capital 16,817 16,677
Retained earnings 336,042 331,308
Accumulated other comprehensive loss (2,399) (1,999)
Unamortized value of restricted stock
issued (133) (230)
Less common stock in treasury, at cost -
950,502 shares - June 30, 2001;
950,135 shares - December 31, 2000 (21,957) (21,963)
------- -------
Total shareholders' equity 330,373 325,795
------- -------
$ 541,778 572,029
======= =======
4
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,
------------------ ----------------
2001 2000 2001 2000
------- ------- ------- -------
Revenues $ 387,497 437,447 792,663 858,847
Cost of services 286,411 314,762 581,673 622,140
------- ------- ------- -------
Gross profit 101,086 122,685 210,990 236,707
Operating and administrative costs 98,347 99,887 201,073 192,995
------- ------- ------- -------
Operating profit 2,739 22,798 9,917 43,712
Interest expense 924 1,393 1,862 2,441
------- ------- ------- -------
Earnings before income taxes and
minority interests 1,815 21,405 8,055 41,271
Income taxes 687 8,310 3,077 16,137
------- ------- ------- -------
Earnings before minority interests 1,128 13,095 4,978 25,134
Minority interests 139 267 244 502
------- ------- ------- -------
Net earnings $ 989 12,828 4,734 24,632
======= ======= ======= =======
Earnings per share:
Basic $ .05 .67 .25 1.29
Diluted $ .05 .67 .25 1.29
5
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(In thousands; unaudited)
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
2001 2000 2001 2000
------- ------- ------- -------
Common stock:
Beginning of period $ 2,002 2,000 2,002 2,000
Exercise of stock options - 1 - 1
Stock Purchase Plan 1 - 1 -
------- ------- ------- -------
End of period $ 2,003 2,001 2,003 2,001
======= ======= ======= =======
Additional paid-in capital:
Beginning of period $ 16,759 16,472 16,677 16,539
Restricted stock issued (29) 208 57 208
Restricted stock-vesting/forfeiture (45) - (45) (16)
Restricted stock-change in value 8 11 4 (74)
Stock Purchase Plan 124 6 124 40
------- ------- ------- -------
End of period $ 16,817 16,697 16,817 16,697
======= ======= ======= =======
Retained earnings:
Beginning of period $335,053 310,109 331,308 298,305
Net earnings 989 12,828 4,734 24,632
------- ------- ------- -------
End of period $336,042 322,937 336,042 322,937
======= ======= ======= =======
Accumulated other comprehensive loss:
Beginning of period $ (2,594) (642) (1,999) (611)
Translation adjustment 195 (754) (943) (785)
Loss on investment - - 543 -
------- ------- ------- -------
End of period $ (2,399) (1,396) (2,399) (1,396)
======= ======= ======= =======
Unamortized value of restricted stock
issued:
Beginning of period $ (245) (723) (230) (945)
Restricted stock issued - - (70) 104
Restricted stock-vesting/forfeiture - - 23 -
Restricted stock-change in value (8) (11) (4) 74
Restricted stock-amortization of value 120 82 148 115
------- ------- ------- -------
End of period $ (133) (652) (133) (652)
======= ======= ======= =======
Treasury stock:
Beginning of period $(21,986) (21,548) (21,963) (21,444)
Restricted stock issued 29 - 29 -
Restricted stock-forfeiture - - (23) (104)
------- ------- ------- -------
$(21,957) (21,548) (21,957) (21,548)
======= ======= ======= =======
Comprehensive income:
Net earnings $ 989 12,828 4,734 24,632
Translation adjustment 195 (754) (943) (785)
Loss on investment recognized in
earnings - - 543 -
------- ------- ------- -------
$ 1,184 12,074 4,334 23,847
======= ======= ======= =======
6
CDI CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands; unaudited)
Six months ended
June 30,
----------------
2001 2000
------ ------
Operating activities:
Net earnings $ 4,734 24,632
Minority interests 244 502
Depreciation 10,701 7,969
Amortization of intangible assets 2,961 2,818
Income tax provision (less than) greater than
tax payments (7,927) 7,716
Change in assets and liabilities net of effects
from acquisitions:
Decrease (increase) in accounts receivable 21,330 (43,652)
(Decrease) increase in payables and accrued expenses (1,733) 16,457
Other 971 (1,708)
------ ------
31,281 14,734
------ ------
Investing activities:
Purchases of fixed assets (9,667) (16,923)
Acquisitions net of cash acquired (7,804) (8,255)
Other 102 (463)
------- -------
(17,369) (25,641)
------- -------
Financing activities:
Borrowings long-term debt 8,539 30,456
Payments long-term debt (22,709) (19,565)
Obligations not liquidated because of outstanding checks (4,234) 595
Other (50) 233
------- -------
(18,454) 11,719
------ -------
(Decrease) increase in cash (4,542) 812
Cash at beginning of period 11,432 11,429
------ ------
Cash at end of period $ 6,890 12,241
====== ======
7
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, 2001 and 2000 was determined as
follows:
Second quarter Six months
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Basic
- -----
Average shares outstanding 19,072,651 19,071,984 19,071,478 19,071,589
Restricted shares issued
not vested - (30,540) - (34,618)
---------- ---------- ---------- ----------
19,072,651 19,041,444 19,071,478 19,036,971
========== ========== ========== ==========
Diluted
- -------
Shares used for basic 19,072,651 19,041,444 19,071,478 19,036,971
Dilutive effect of stocK
options 17,457 26,893 8,728 14,698
Dilutive effect of restricted
shares issued not vested - 2,827 - 2,039
Dilutive effect of units
issuable under Stock
Purchase Plan 92,006 70,777 91,351 69,936
---------- ---------- ---------- ----------
19,182,114 19,141,941 19,171,557 19,123,644
========== ========== ========== ==========
Revenues and operating profit attributable to the operating segments of the
Company for the second quarter and six months ended June 30, 2001 and 2000
follow ($000s):
Second quarter Six months
----------------- -----------------
2001 2000 2001 2000
------- ------- ------- -------
Revenues:
Information Technology Services $ 91,039 84,413 183,917 169,055
Technical Services 217,391 258,168 445,238 504,919
Management Recruiters 27,121 34,141 57,496 66,158
Todays Staffing 51,946 60,725 106,012 118,715
------- ------- ------- -------
$ 387,497 437,447 792,663 858,847
======= ======= ======= =======
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Second quarter Six months
----------------- -----------------
2001 2000 2001 2000
------- ------- ------- -------
Operating profit:
Information Technology Services $ 4,115 4,840 7,821 10,002
Technical Services (2,306) 12,236 (46) 22,772
Management Recruiters 4,653 7,795 10,393 14,848
Todays Staffing 1,448 4,060 3,374 8,351
Corporate expenses (5,171) (6,133) (11,625) (12,261)
------- ------- ------- -------
2,739 22,798 9,917 43,712
Interest expense (924) (1,393) (1,862) (2,441)
------- ------- ------- -------
Earnings before income taxes
and minority interests $ 1,815 21,405 8,055 41,271
======= ======= ======= =======
Intersegment activity is not significant. Therefore, revenues reported for
each operating segment are substantially all generated from external customers.
Total assets as of June 30, 2001 were approximately $30 million lower than
as of December 31, 2000, largely due to a reduction in accounts receivable. The
percentage relationship of total assets for each operating segment as of June
30, 2001 was not materially different from December 31, 2000.
During the six months ended June 30, 2001, the Company made investments in
acquired businesses totaling $7,804,000, which included an acquisition that
occurred in 2001, payments related to a previously accrued liability for an
additional interest in a majority-owned subsidiary and contingent consideration
for prior acquisitions. Acquisitions are accounted for using the purchase
method. The 2001 acquisition did not have a significant effect on the results of
operations for the three or six months ended June 30, 2001.
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, 2000.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Overview and Consolidated Results
CDI Corp. achieved consolidated revenues of $387.5 million and $792.7
million in the three and six-month periods ended June 30, 2001, down $49.9
million (11.4%) and $66.2 million (7.7%) from the comparable periods last year.
Revenues for the quarter and first half declined in each operating segment
except Information Technology Services in which revenues increased 7.8% and 8.8%
respectively. The economic slowdown in the United States continued to adversely
affect the staffing industry in the second quarter of 2001, and is a primary
contributing factor to the continued decline in revenues. Gross profit of $101.1
million and $211.0 million for the three and six months ended June 30, 2001 fell
$21.6 million (17.6%) and $25.7 million (10.9%) compared to the same periods
last year. The gross profit margin was 26.1% and 26.6% in the second quarter and
first half of 2001, respectively, compared to 28.0% and 27.6% last year. The
gross profit margin declined in the second quarter compared to last year
principally due to higher employee costs and an unfavorable mix of business
compared to the prior year.
Operating and administrative expenses were $98.3 million in the second
quarter, down $1.5 million (1.5%) from the second quarter of last year, as the
company began reducing its ongoing expenditures in response to weaker market
conditions. Operating and administrative expenses were $201.1 million for the
six months ended June 30, 2001, an increase of $8.1 million (4.2%) over last
year, as the Company had invested in additional infrastructure in 2000 to
support planned growth and did not begin to implement its cost containment
programs until the second quarter of 2001. In addition, the Company incurred the
following operating and administrative charges in the three and six months ended
June 30, 2001:
Second quarter Six months
-------------- ------------
Write-down of strategic investment $ - $1.0 million
Provision for termination of contract (0.3 million) 0.3 million
Provision for severance for former executive - 0.6 million
Provision for reduction in staff and office
closures 1.2 million 1.2 million
----------- -----------
Total $ 0.9 million $3.1 million
=========== ===========
The write-down of a strategic investment related to an investment in an
e-business solutions provider for which management believed the impairment of
value was other than temporary. The provision for termination of a contract
related to the cancellation in the first quarter of 2001 of an agreement with a
web-based solutions provider. During the second quarter of 2001, the
cancellation payment was negotiated below the contract termination provision and
a portion of the charge was reversed. Each of the aforementioned charges and the
related reversal have been included in Corporate expenses in the Company's
operating segment disclosures.
10
The provision for severance of a former executive related to the former
president of the Company's Information Technology Services division and has been
reflected in the Information Technology Services operating segment's results.
The provision for reduction in staff and offices closures relates to the
Company's ongoing efforts to align its operating and administrative cost
structure with anticipated business demands. In the second quarter, the Company
reduced administrative headcount by approximately 300 positions and decided to
close four office locations. Of the total provision, approximately $0.9 million
remains accrued at June 30, 2001, the majority of which will be expended by
December 31, 2001. The Company anticipates that these headcount reductions will
result in annual pre-tax savings of $9.4 million. The breakdown of this charge
among operating segments is as follows (in thousands):
Information Technology Services $ 32
Technical Services 715
Management Recruiters 50
Todays Staffing 42
Corporate 340
-----
$1,179
=====
The Company incurred expenses of $0.8 million and $1.1 million in the three
and six-month periods ended June 30, 2001, respectively, related to its
investment in a joint venture to provide third party administration of internet
based human capital exchanges.
Operating profit was $2.7 million and $9.9 million for three and six months
ended June 30, 2001, respectively, down $20.1 million (88.0%) and $33.8 million
(77.3%) from the comparable periods last year. Interest expense was $0.9 million
and $1.9 million in the second quarter and first half of 2001, respectively,
reflecting a reduction of $0.5 million (33.7%) and $0.6 million (23.7%) from the
comparable periods last year. The year-over-year improvements relate primarily
to lower average debt balances in 2001.
The Company's effective tax rate was 37.9% for the second quarter and 38.2%
for the first half of 2001, compared to 38.8% and 39.1%, respectively, last
year. The reductions principally relate to the implementation of state tax
minimization strategies.
Acquisition activity in the first six months of 2001, which consisted of
one acquisition, the payment of a previously accrued liability for an additional
interest in a majority-owned subsidiary and contingent consideration related to
a prior acquisition, did not have a significant effect on results of operations.
Net earnings for the three months ended June 30, 2001 were $1.0 million
($.05 per share), down $11.8 million (92.3%) from $12.8 million ($0.67 per
share) in the second quarter of 2000. Net earnings for the first half of 2001
were $4.7 million ($.25 per share), down $19.9 million (80.8%) from $24.6
million ($1.29 per share) last year. Outstanding shares were comparable in each
period.
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Information Technology Services
Revenues for the Information Technology Services operating segment were
$91.0 million and $183.9 million for the three and six months ended June 30,
2001, respectively, up $6.6 million (7.8%) and $14.9 million (8.8%) over the
same periods in 2000. The increase in revenues reflects new contracts in the
staffing portion of the business which were signed in the last half of 2000 as
well as growth in the segment's Innovantage business, which provides outsourcing
services. However, the segment has experienced a slowing in demand for staffing
services compared to the first quarter of 2001. Segment operating profit was
$4.1 million and $7.8 million for the second quarter and first half of 2001,
down $0.7 million (15.0%) and $2.2 million (21.8%) from the corresponding
periods of last year. The operating profit margin was 4.5% and 4.3 % in the
quarter and six months ended June 30, 2001, respectively, compared to 5.7% and
5.9% in the same periods last year. Operating profit for the first half of 2001
includes the first quarter charge of $0.6 million related to the severance of
the former president of the segment. Additionally, results for the second
quarter were negatively impacted by a lower direct margin (resulting from higher
employee costs and an unfavorable shift in business mix) and higher operating
and administrative costs related to additional recruiting, information systems
and other back office costs established to support the additional volume.
Year-to-date operating results for the first half of 2001 compared to last year
generally reflect the same trends, although the increase in operating and
administrative costs was more pronounced.
Technical Services
Revenues for the Technical Services operating segment were $217.4 million
and $445.2 million for the second quarter and first half of 2001, down $40.8
million (15.8%) and $59.7 million (11.8%) from the same periods last year. The
segment experienced an operating loss of $2.3 million in the second quarter of
2001 compared to an operating profit of $12.2 million in the second quarter of
2000. Operating results for the six months ended June 30, 2001 were
approximately breakeven, compared to an operating profit of $22.8 million last
year. Operating results for the three and six months ended June 30, 2001 include
a charge of $0.7 million related to the reduction of staff employees and closure
of four offices. Revenues have slowed substantially compared to last year in the
staffing and engineering services portions of the segment's business, as a
slowing economy reduced demand from many of the segment's large industrial
customers. The segment is focusing on achieving longer-term growth in
engineering services, which offer higher margins than staffing and which offer
more predictable revenue and profit streams.
Additionally, in the second quarter of 2000, the segment's
telecommunications business benefited significantly from a contract with a
single customer. This contract was terminated by the customer in the third
quarter of 2000.
The segment's operating profit for the second quarter and first half of
2001 have also been negatively impacted by a lower direct margin related to
higher employee costs.
Management Recruiters International (MRI)
Revenues at MRI were $27.1 million and $57.5 million for the second quarter
and first half of 2001, respectively, down $7.0 million (20.6%) and $8.7 million
(13.1%) from the same periods last year. Operating profit was $4.7 million and
$10.4 million in the three and six-month periods ended June 30, 2001, down $3.1
million (40.3%) and $4.5 million (30.0%) from the same periods in 2000. The
operating
12
profit margin was 17.2% in the second quarter of 2001 compared to 22.8% in the
second quarter of 2000, and was 18.1% for the first half of 2001 compared to
22.4% for the first half of last year. The slowing economy has negatively
impacted revenues at both company-owned and franchise operations within the MRI
network of offices.
Todays Staffing
Revenues for Todays Staffing were $51.9 million and $106.2 million for the
three and six months ended June 30, 2001, respectively, down $8.8 million
(14.5%) and $12.7 million (10.7%) compared to the respective periods last year.
Operating profit was $1.4 million and $3.4 million in the second quarter and
first half of 2001, down $2.6 million (64.3%) and $5.0 million (59.6%) from the
same periods last year. The operating profit margin was 2.8% and 3.2% in the
three and six-month periods ended June 30, 2001, respectively, compared to 6.7%
and 7.0% for the three and six-month periods ended June 30, 2000. Revenues in
2001 have fallen from year-ago levels reflecting reduced demand over a broad
range of customers for temporary administrative services caused by the slowing
economy. Operating profit fell on the lower volume coupled with reduced gross
profit percentages resulting from a less favorable mix of business.
Liquidity and Capital Resources
Cash from operations was $31.3 million in the six months ended June 30,
2001 compared to $14.7 million in the first half of 2000, despite $19.9 million
in lower earnings. The increase in operating cash flows resulted from favorable
changes in working capital, as heightened emphasis on receivables management
instituted during 2000 was coupled with the effect of the decline in revenues
experienced in the first six months of 2001 compared to last year. Working
capital changes provided $12.6 million in the first six months of 2001 compared
to using $21.2 million in the same period last year. Additionally, depreciation
and amortization in the first six months of 2001 increased $2.9 million over the
comparable period in 2000.
Cash used in investing activities decreased $8.3 million in 2001 compared
to the first half of 2000 principally due to reduced spending on fixed assets.
Long-term debt of $35.5 million as of June 30, 2001 declined by $14.2
million compared to December 31, 2000. The ratio of long-term debt to total
capital (long-term debt plus shareholders' equity) was 9.7% at June 30, 2001
compared to 13.2% at December 31, 2000.
The ratio of current assets to current liabilities at June 30, 2001 was 2.4
to 1, compared to 2.2 to 1 at December 31, 2000. The maturity date of the
Company's $100 million unsecured line of credit was extended to March 31, 2003.
The Company extended the maturity of its other committed line of credit to
May 18, 2002 and decided to reduce that commitment to $15 million.
In December 2000, the Company's Board of Directors approved a program of
share repurchases for up to $20 million of the Company's stock to be purchased
in the open market or privately negotiated transactions. The program expired in
June 2001 with no shares being repurchased.
The Company believes that its cash from operations and borrowing
capabilities are adequate to support the Company's business.
13
New Accounting Pronouncements
In June 2001 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141) "Business
Combinations" and Statement of Financial Accounting Standards No. 142 (SFAS 142)
"Goodwill and Other Intangible Assets". SFAS 141 is effective for any business
combination initiated after June 30, 2001, while SFAS 142 will be effective for
the Company beginning January 1, 2002. Generally, SFAS 141 will require the
Company to use the purchase method to account for future business combinations,
if any, and SFAS 142 affects how the Company will account for goodwill and other
intangible assets acquired in both previous and any future acquisitions. The
Company has not yet assessed the impact these statements will have on the
Company's financial position or results of operations.
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 and delays or unexpected costs associated with
implementation of computer systems. 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.
14
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 1, 2001 the Company held its annual meeting of shareholders. The
matters of business conducted at the meeting were the election of eight
directors of the Company and the ratification of KPMG LLP as the Company's
independent auditors for 2001.
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 17,501,269 127,203
Michael J. Emmi 15,522,686 2,105,786
Walter R. Garrison 17,469,844 158,628
Kay Hahn Harrell 17,501,269 127,203
Lawrence C. Karlson 17,494,094 134,378
Allen M. Levantin 15,967,584 1,660,888
Alan B. Miller 15,239,786 2,368,686
Barton J. Winokur 17,410,234 218,238
There were no abstentions and there were no broker non-votes.
15
The vote for the ratification of KPMG LLP as independent auditors for 2001
was as follows:
For Against Abstain
---------- ------- -------
17,580,822 47,250 400
There were 1,440,337 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 Consulting and Non-Competition Agreement and Release and
Waiver of Claims dated June 4, 2001 by and between the
Registrant and Brian J. Bohling.
(b) The Registrant did not file a report on Form 8-K during the three
month period ended June 30, 2001.
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 thereunto duly authorized.
CDI Corp.
--------------------------------
August 14, 2001 By: /s/ Gregory L. Cowan
--------------------------------
GREGORY L. COWAN
Executive Vice President and Chief
Financial Officer
(Duly authorized officer and
principal financial officer of
Registrant)
16
INDEX TO EXHIBITS
Number Exhibit
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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. Consulting and Non-Competition Agreement and Release and Waiver of
Claims dated June 4, 2001 by and between the Registrant and
Brian J. Bohling.