DRS/A 1 filename1.htm DRS/A
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Amendment No. 2 to confidential submission

As submitted confidentially with the Securities and Exchange Commission on March 14, 2018

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ceridian HCM Holding Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7372   46-3231686

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

3311 East Old Shakopee Road

Minneapolis, Minnesota

55425

(952) 853-8100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

David D. Ossip

Chief Executive Officer

3311 East Old Shakopee Road

Minneapolis, Minnesota

55425

(952) 853-8100

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Alexander D. Lynch, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000 (Phone)

(212) 310-8007 (Fax)

 

Scott A. Kitching, Esq.

Executive Vice President, General Counsel and Assistant Secretary

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

(952) 853-8100

 

Marc D. Jaffe, Esq.

Ian D. Schuman, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200 (Phone)

(212) 751-4864 (Fax)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
 

Proposed

Maximum

Aggregate
Offering Price (1)(2)

 

Amount of

Registration Fee

Common stock, $0.01 par value per share

  $               $            

 

 

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.
(2) Includes shares of common stock that may be issuable upon exercise of an option to purchase additional shares granted to the underwriters. See “Underwriting.”

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, Dated March 14, 2018

PRELIMINARY PROSPECTUS

 

LOGO

                    Shares

Ceridian HCM Holding Inc.

Common Stock

 

 

This is an initial public offering of common stock by Ceridian HCM Holding Inc. (the “Company”). We are offering                  shares of our common stock.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $                 and $                . We intend to apply to have our common stock listed on the New York Stock Exchange (“NYSE”) under the symbol “        ” and on the Toronto Stock Exchange (“TSX”) under the symbol “        .”

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Following this offering, funds managed by the Sponsors (as defined on page 11 of this prospectus) are expected to hold approximately     % of the voting power of our outstanding common stock, or     %, if the underwriters’ option to purchase additional shares is fully exercised. As a result, the Sponsors will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. Therefore, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. See “Risk Factors—Risks Relating to This Offering and Ownership of Our Common Stock,” “Management—Director Independence and Controlled Company Exemption”, and “Principal Stockholders.”

See “Risk Factors” beginning on page 20 to read about factors you should consider before buying shares of our common stock.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

     Per
Share
     Total  

Initial public offering price

   $                   $               

Underwriting discounts and commissions (1)

   $      $  

Proceeds to us, before expenses

   $      $  

We have agreed to reimburse the underwriters for certain expenses in connection with this offering.

 

(1) We refer you to “Underwriting,” beginning on page 158 of this prospectus, for additional information regarding total underwriter compensation.

To the extent that the underwriters sell more than                  shares of common stock, the underwriters have an option to purchase up to an additional                  shares of common stock from us at the initial public offering price less the underwriting discounts and commissions, for 30 days after the date of this prospectus.

 

 

The underwriters expect to deliver the shares to investors against payment in New York, New York on or about                 , 2018.

 

 

 

Goldman Sachs & Co. LLC    J.P. Morgan
Credit Suisse    Deutsche Bank Securities

Prospectus dated                         , 2018.


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TABLE OF CONTENTS

 

     Page  

Founder Letter

     1  

Prospectus Summary

     4  

The Offering

     14  

Summary Historical Consolidated Financial and Other Data

     16  

Risk Factors

     20  

Cautionary Note Regarding Forward-Looking Statements

     53  

Use of Proceeds

     55  

Dividend Policy

     56  

Capitalization

     57  

Dilution

     58  

Selected Historical Consolidated Financial Data

     60  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     63  

Business

     98  

Management

     122  

Executive and Director Compensation

     127  

Principal Stockholders

     138  

Certain Relationships and Related Party Transactions

     140  

Description of Material Indebtedness

     142  

Description of Capital Stock

     146  

Shares Eligible for Future Sale

     150  

Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders

     152  

Underwriting

     156  

Legal Matters

     167  

Experts

     167  

Where You Can Find More Information

     167  

Index To Financial Statements

     F-1  

 

 

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any free-writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

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FOUNDER LETTER

Dear Friends and Prospective Investors,

Ceridian builds software that makes work life better.

As a life-long entrepreneur, I have had the opportunity to experience and take advantage of many advancements in technology and have grown several successful businesses. One constant across our ever-changing work and technology landscape is that people are at the core of any company. At Ceridian, we believe that great employee experiences translate into great customer experiences, and that in turn, fosters organizational growth and success. Our brand promise is to make work life better for everyone who uses our products and services.

Cloud technology, access to data, and predictive technologies transformed the workplace.

In 2009, I noticed two powerful trends that had changed the workplace: first, the adoption of cloud technology had become the norm for enterprise applications; and second, the availability of data had changed the expectations of both employees and employers alike. Employees came to expect increased flexibility, easy access to their personal and company information, the ability to receive and give feedback, and a much more personalized experience at work. Similarly, organizations knew that they had gained access to a lot of employee information and wanted to take advantage of that data and new predictive technologies to gain a better understanding of their workforce, and to equip their managers to make insightful decisions.

To meet the needs of the modern workplace, Human Capital Management (HCM) technology needed to get the right data to the right people at the right time — a goal which required real-time data, unified across the entire employee experience. However, the solutions in the market at that time were fundamentally flawed and unable to address this need. Most providers only offered a collection of separate applications spread across multiple databases, and lacked the ability to support the interrelated processes surrounding the new employee experience.

In response, I founded Dayforce — the core of today’s Ceridian — because I believed that by solving this problem, we could make work life better for our users and disrupt the HCM market.

We built Dayforce to disrupt the HCM market.

I carefully studied the cloud market for HCM solutions and was very excited by what I found. First, the market for HCM and payroll applications was almost $20 billion, with cloud payroll constituting about 25% thereof; second, payroll requirements were fairly consistent regardless of company size or industry; and third, the duration of the relationship between payroll vendor and organization seemed to be above ten years across all vendors. It was our belief that the market was ideal for building a cloud solution, and could be disrupted with a single data source, modern cloud technologies, and new predictive technologies.

Our initial focus was on addressing the disconnect between time and pay. Traditionally, these systems and data were separate, which meant that the payroll team could not start checking the data until the managers had “closed out time” in the time system, which usually only happened the day after the end of the pay period. Only then could the data be exported from the time system, imported, and batch-processed into the payroll system. This meant that the payroll team would then have a very small window of time to do the necessary auditing and adjustment entry before having to commit and fund the payroll. Most of the payroll teams canvassed admitted that they would often commit pay when they ran out of time, knowing that they would have to “clean up” the mistakes after people were paid.

I was confident we could solve this problem by building a single solution that could perform continuous calculations for time and pay. The system could instantly calculate the net earnings every time an employee would clock in or out, or when an employee record or time record would change. This would allow payroll teams

 

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to access and audit the data continuously throughout the active pay period, thereby lowering their anxiety and increasing the accuracy of pay. Employees would gain better access to their information and increased confidence in the accuracy of their pay. Managers would have benefit from timely and fully-costed workforce information, and the CFO would achieve greater compliance and controls.

We believed that every area of the HCM market could be disrupted. A unified platform with a single source of data and predictive analytics would change the game.

The plan was to enter the market with a differentiated time and payroll solution and then expand the product to broader HCM functionality. The initial unified payroll and time solution would be designed to address the incumbent products’ “flawed workflow” challenges and deliver significant benefits to users. These customer benefits made me confident that we would be able to win customers and develop long-term relationships with them. We could then add functionality for talent management to the solution, such as recruiting, performance management, compensation management, and learning management, to the solution. The additional features would give us the opportunity to sell more products to customers over time.

For example:

 

    Using KPIs, Dayforce could combine large volumes of data and predictive methods to help companies determine how and when labor was required. Sophisticated optimization methods would help managers build employee-friendly labor schedules that are compliant, cost-effective, and aligned with organizational goals.

 

    With employee performance, HR, and payroll data, Dayforce could help companies align pay-for-performance or identify gender/diversity-bias. Using similar data and optimization technology as in the labor scheduling module, we could build a compensation module that would guide managers to make more insightful merit and bonus decisions.

 

    By combining HR, benefits, learning and talent features in an intuitive onboarding experience, Dayforce could help the employee complete any necessary forms, enroll for benefits, learn about the company, meet their team, understand their short and longer-term goals, and begin their training plan.

We looked for a partner to accelerate our growth.

To enter the market, we partnered with Ceridian—an established payroll provider with a great reputation for service and substantial distribution capabilities. I was impressed with Ceridian’s deep experience and customer focus, but it was apparent that Ceridian lacked solution for the modern workforce. Our partnership was very successful and proved Ceridian could sell and manage Dayforce’s technology. In 2012, Ceridian acquired Dayforce and I became CEO of the combined global organization.

Since the acquisition, we simplified Ceridian to focus on growing our cloud HCM business, and today we continue to execute on our vision for a modern cloud platform that covers the entire employee experience and makes work life better for people.

Over 3,000 customers are live on Dayforce, and Dayforce revenue has grown at a compounded annual growth rate of greater than 60% since 2012.

A unified platform with a single source of data and predictive analytics has changed the game. We have built a remarkable business at Ceridian. Driven by the belief that engaged employees are the key to great customer experiences, we have created a culture of innovation and performance that has attracted the top talent from across the industry. Our culture combines the innovation, agility, and technical leadership of Dayforce with the domain expertise, customer focus, and experience at scale of Ceridian.

 

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The combination of founder-led start-up and established enterprise with experience at scale has been phenomenally successful.

We live what we do, and we foster an environment where everyone in the organization cares and is passionate about our mission. I am tremendously proud that Ceridian has also been recognized as one of Glassdoor’s Top 100 Places to Work in both the United States and Canada, and as one of Glassdoor’s top 15 companies to “Recommend to a Friend” in the United States.

We’d be delighted for you to be a part of our story.

This initial public offering is an important milestone for Ceridian. I invite you to share in our journey as we continue our mission to innovate and to make work life better. The offering will boost our financial flexibility and provide access to capital, allowing us to accelerate our plans for the future.

We remain dedicated to building and delivering innovative technology that helps companies better engage and manage their employees, because when their employees succeed, our customers succeed — and when our customers succeed, we succeed.

I hope our story resonates with you, and that you’ll join us on our journey.

Yours truly,

 

LOGO

David Ossip

Dayforce Founder and Ceridian CEO

 

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PROSPECTUS SUMMARY

This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making a decision to participate in the offering. You should carefully read the entire prospectus, including the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes related thereto included elsewhere in this prospectus before making an investment decision. Unless the context requires otherwise, references to “our company,” “we,” “us,” “our,” and “Ceridian” refer to Ceridian HCM Holding Inc. and its direct and indirect subsidiaries on a consolidated basis.

Overview

Ceridian is a global human capital management (“HCM”) software company. Dayforce, our flagship cloud HCM platform, provides human resources (“HR”), payroll, benefits, workforce management, and talent management functionality. Our platform is used by organizations, regardless of industry or size, to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing their people. Dayforce was built as a single application from the ground up that combines a modern, consumer-grade user experience with proprietary application architecture, including a single employee record and a rules engine spanning all areas of HCM. Our platform is designed to make work life better for our customers and their employees by improving HCM decision-making processes, streamlining workflows, exposing strategic organizational insights, and simplifying legislative compliance. The platform is designed to ease administrative work for both employees and managers, creating opportunities for companies to increase employee engagement. We are a founder-led organization, and our culture combines the agility and innovation of a start-up with a history of deep domain and operational expertise.

The employer-employee relationship has undergone significant change. Employees historically viewed their jobs primarily as a source of income. Now, employees increasingly demand transparency, schedule flexibility, career growth, and better work-life balance with real-time access to their personal HR data anytime, anywhere. As organizations try to respond to these trends to attract and retain talent, they are empowering managers to think more strategically about their people. These challenges require organizations to find more efficient ways to manage employees and HCM functions, while navigating changing global operating and regulatory environments at the same time. However, HCM data in status quo solutions are stored in disparate databases, are difficult to access, and are often inaccurate. These status quo solutions that most organizations rely on were not built to manage a modern workforce, do not allow for real-time decision-making, and are not flexible enough to adapt to a changing global and regulatory environment.

We built Dayforce from the ground up to provide a comprehensive, next-generation platform that can solve complex human capital management problems. We carefully designed Dayforce to meet the needs of a homogeneous market with a common set of requirements and compliance challenges across organization sizes and industries. Our solutions deliver the right data to the right user at the right time for actionable intelligence and a superior employee experience. Our scalable platform is built on modern cloud technologies with a single, flexible rules engine capable of addressing complex global regulatory requirements, combined with a data architecture that can continuously calculate payroll throughout the pay period and a single database that enables advanced insights and predictive analytics. We believe that our architecture enables our customers to continue to benefit from advancements in technology, such as artificial intelligence and big data.

The breadth of benefits that Dayforce provides throughout an organization has been critical to our success. Employees benefit from our user experience and access to real-time data, which enables organizations to better empower employees with more self-service capabilities. The user experience and self-service capabilities drive



 

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faster adoption and free managers and HR administrators from many administrative burdens. Business-level managers benefit from deeper insights into their employee data, which enables them to better optimize their resources and to use predictive analytics to improve operations, such as scheduling, budgeting, and retention. Executive leadership benefits from better real-time data visibility, allowing them to better understand and to manage risk, to monitor and to track broader strategic initiatives, and to reduce technology and operational costs.

We sell Dayforce through our direct sales force on a subscription per-employee, per-month (“PEPM”) basis. Our subscriptions are typically structured with an initial fixed term of between three and five years, with evergreen renewal thereafter. Dayforce can serve customers of all sizes ranging from 100 to over 100,000 employees across multiple industries. We have rapidly grown the Dayforce platform to more than 3,000 live Dayforce customers, representing over 2.5 million active global users as of December 31, 2017. In addition, we had $69.3 million and $62.9 million in Dayforce backlog, as of December 31, 2017 and December 31, 2016, respectively. We monitor these projects on an account-by-account basis and expect the majority of the Dayforce backlog, as of December 31, 2017, to be taken live in 2018. In 2017, we added over 650 new live Dayforce customers. We have experienced significant Cloud revenue growth at scale, particularly from Dayforce, which has grown at a compound annual growth rate (“CAGR”) of more than 60% since 2012. We believe that our intense focus on solving complex problems and our superior customer experience lead to our high retention rates, as evidenced by our annual Cloud revenue retention rate of over 95% in 2017. Our new business sales to Dayforce customers primarily made up 73% of our increase in Cloud revenue for the years ended December 31, 2017 and 2016, and the remaining 27% consisted primarily of customer migration to Dayforce from our Bureau solutions.

Our total revenue increased from $693.9 million in 2015 to $704.2 million in 2016 and to $750.7 million in 2017. Our total Cloud revenue, which consists primarily of revenues from Dayforce and excludes revenues from our Bureau solutions, increased from $225.2 million in 2015 to $297.8 million in 2016 and to $404.3 million in 2017, representing increases of 32.2% and 35.8%, respectively. We generated HCM operating profit (loss) of $(1.1) million in 2015 compared to $(8.6) million in 2016 and $33.0 million in 2017. We generated HCM Adjusted EBITDA of $99.7 million in 2015 compared to $88.9 million in 2016 and $117.8 million in 2017.

We define HCM Adjusted EBITDA as net income or loss before interest, taxes, depreciation, amortization, as adjusted to exclude net income and loss from discontinued operations, LifeWorks EBITDA, sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring consulting fees, and environmental reserve charges. HCM Adjusted EBITDA is a non-GAAP financial measure. Refer to “Summary Historical Consolidated Financial and Other Data” for discussion regarding our use of HCM Adjusted EBITDA and a reconciliation of HCM Adjusted EBITDA to HCM operating profit, the most directly comparable measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

For additional discussion of Cloud and Bureau revenue, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Solutions.”

Industry Background

There are several important market dynamics that are transforming the way organizations manage and engage their employees. These trends impact organizations regardless of size, industry, and geography, and represent a significant global opportunity for Ceridian.

The employer-employee relationship has changed

Employees expect modern, intuitive solutions that provide them with self-service access to pay, schedules, benefits, performance reviews, learning opportunities, and other key employee data in real-time and on the



 

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device of their choice. Organizations now acknowledge the strategic importance of developing and engaging their employees as a means to increase productivity and, in turn, improve business outcomes in a rapidly changing competitive business environment.

Organizations need better access to their data

Organizations have historically captured large amounts of employee-related data, but have been challenged to leverage these data as assets for decision-making. The data are difficult to use because they are inconsistently collected and therefore inaccurate, stored in multiple systems, and not easily consolidated. Insights from their data are poor; reporting is manual, error-prone, and time-consuming; and options for intelligent analytics are extremely limited.

Predictive technologies are changing the way we work

Organizations are generating large volumes of data that can power predictive models to solve extremely complex business problems. Artificial intelligence and other predictive technologies are playing a larger role in organizations and customers are now demanding these predictive technologies in human capital management, particularly in employee scheduling, hiring, retention, and compensation management.

Regulatory requirements are becoming increasingly complex and a source of organizational risk

The complexity of today’s regulatory environment, including labor, tax, and compliance regulations, is a burden on businesses of all sizes. Organizations must comply with complex federal legislation, such as the Affordable Care Act (“ACA”) and the Fair Labor Standards Act in the United States, and also comply with a growing number of changes at the state and local level. In addition to complex labor and tax legislation, data privacy requirements add to the tangle of shifting and sometimes conflicting rules related to HCM. Non-compliance with applicable laws and regulations can result in significant financial penalties for the organization and damage to employment and company brands when failures occur.

Global markets continue to be underserved by HCM solutions

Globalization has resulted in a more internationally distributed and mobile workforce. This trend increases operational complexity by requiring organizations to understand and to comply with ever-changing regulations with respect to tax and employment laws across multiple countries. Legacy HCM and first-generation cloud solutions often lack the capability to develop localized functionality to meet country-specific requirements, which results in unintegrated and error-prone workflows, isolated employee data by country, and a poor user experience for employees. While core HCM solutions for employee data are more mature, areas such as time and attendance and payroll still remain materially underserved.

Incumbent HCM products are plagued by disparate technologies and struggle to meet today’s needs

Many existing solutions have been assembled through a combination of platform acquisitions and vendor partnerships, all of which use different core architectures, multiple databases, and disparate user interfaces. As a result, many of the products offered in the market today spread data across multiple application frameworks and different code bases. These datasets have, in many cases, become liabilities rather than assets for organizations. In world-class products, data must be accessed in real-time, stored in a unified platform, and analyzed to achieve better insights and to drive better decisions.

The HCM technology market is large and underserved

The HCM technology market is one of the largest in the software industry. According to an International Data Corporation (“IDC”) market forecast report, titled “Worldwide Human Capital Management and Payroll



 

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Applications Forecast, 2017-2021,” published in June 2017, the global market for HCM Payroll and Applications in 2018 is predicted to be $19.7 billion, of which $4.7 billion is for Payroll Applications, and is expected to grow to $25.4 billion by 2021, representing a 9.0% CAGR. The market includes payroll, HR, talent acquisition, workforce management, document management, performance management, compensation management, and succession planning.

Our Dayforce Solution

Dayforce is built from the ground up to provide businesses with a comprehensive modern cloud HCM platform for managing the entire employee lifecycle. Our award-winning software addresses all key areas of HCM, including HR, payroll, benefits, workforce management, and talent management functionality.

The key benefits of Dayforce include:

 

    Single employee record, single application architecture: Our platform is designed around our proprietary single application architecture, which includes a cross-domain rules engine, dataset, and complete employee record. With data stored in a single, central location, our platform provides actionable, data-driven insights across all HR functions to enable better decision-making and to address broad strategic operational challenges related to the entire employee lifecycle. In addition, our differentiated approach eliminates the need for fragile and complex data integrations that attempt to unify disparate HR-related applications, such as payroll and time and attendance. Eliminating integrations greatly simplifies workflows, drives more efficient service delivery, reduces errors, and enhances regulatory compliance. For example, when an employee clocks out and hours are added to the system, Dayforce calculates taxes and net pay in real time instead of having to wait until the end of the pay period to batch transfer hours from the time system to the pay system.

 

Traditional Payroll Workflow

 

   Dayforce Workflow

 

LOGO    LOGO

 

Data is stuck in the time systems until after the end of the pay period. Once the data are transferred to payroll, there is not enough time to complete audits and adjustments. Payroll gets committed with errors.

  

 

Dayforce enables access to payroll data through the entire
pay period and continuous real-time calculation across all
modules. This gives administrators greater time and
flexibility to ensure accurate pay.

 

    Actionable insights driven by real-time data and predictive technologies: Dayforce delivers the right data to the right people at the right time. Our platform provides actionable, data-driven insights to assist our customers with fast, informed decision-making. Sophisticated predictive technologies align business strategy with daily operations. For example, Dayforce generates optimized schedules in line with company priorities and employee work preferences, and also includes a set of features that predict employee flight risk accompanied by suggested actions to minimize that risk. This actionable “data-first” approach enables all levels of the organization, from executives and business-line managers to HR and payroll administrators, to make better decisions in real-time and to align organizational strategy with daily operations.


 

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    Built for complex operating and regulatory environments: Maintaining compliance in an increasingly complex regulatory environment is critical to the success and stability of organizations globally. Dayforce was built with compliance and security at its core and has the flexibility to respond to inevitable changes in the regulatory climate. Our proprietary rules engine is a critical strength of our platform and has led to us becoming a leader in the area of compliance. Through the use of our dynamic and fully configurable rules engine, clients are able to customize the system specifically to their business needs, allowing them to spend less time tracking compliance with complex local, state, federal, and international labor laws and regulations, and freeing up their time to focus on their business.

 

    Delivers a better employee experience: Dayforce provides a consumer-grade experience and is built to reflect how users naturally behave. Through our single dataset and native web and mobile applications, users can access our platform on the device of their choice and can enjoy a consistent intuitive user interface across all domains of HCM. Because Dayforce is easy to learn and easy to operate, both managers and employees enthusiastically adopt self-service functionality. Increased self-service usage is designed to drive higher employee and manager engagement, collect more accurate information, and facilitate more efficient operations.

 

    Grows as our customers expand globally: Our platform is built to scale globally for organizations regardless of industry or size. Our customers are highly diversified and range from small regional businesses to large, global multi-nationals. With our proprietary architecture, we have the ability to enter new international markets, and to localize Dayforce to address both North American-based organizations with employees around the world and organizations outside of North America that operate primarily in their own local markets or regions. To date, our global HR and workforce management functionality is used in over 50 countries, such as the United Kingdom, Australia, Germany, South Africa, and Mexico. Users outside of North America currently represent approximately 5% of the Dayforce user base. In addition, we provide global 24/7 customer support and we use data hosting centers across North America, Europe, and Australia. Our cloud delivery model enables our customers to easily scale without major capital expenditures and eliminates the need for cumbersome data integration, traditionally associated with legacy solutions. Our delivery model also enables us to innovate rapidly and to implement changes easily to allow customers to stay current with changing regulatory, compliance, and tax environments.

With the business and technological benefits of our platform, customers are able to unlock substantial value through measurable improvements in efficiency, productivity, and accuracy. We believe that Dayforce delivers a superior return on investment to our customers, with Dayforce customers reporting that they recover their investment approximately 40% faster than organizations using competitors for core HR functionality, and approximately 70% faster than organizations using competitors for workforce management.

Our Growth Strategies

We build technology that makes work life better for people around the world. Our growth strategies include:

 

    Grow market share in existing geographies: The HCM market is massive, and we have a significant opportunity to increase our penetration in North America. Dayforce has been gaining market share relative to both traditional and first-generation software-as-a-service (“SaaS”) HCM providers as more customers adopt our leading cloud platform. We have experienced significant growth over the last six years and added over 650 live customers in 2017. We intend to capitalize on our market momentum by leveraging our sales and marketing to win new customers.

 

   

Expand globally: We believe that there is a significant opportunity to provide our HCM platform to organizations with employees based outside our core North American markets. From the onset,



 

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Dayforce was intentionally designed to be a global platform with the ability for customers to use it for their global HR and workforce management needs. We have successfully deployed Dayforce around the world, and Dayforce is in use in over 50 countries. We intend to localize Dayforce to provide native payroll functionality in additional countries, and we believe that providing native payroll will enable us to sell to organizations headquartered or with a significant employee presence in those countries. We believe that ease of localization is a key differentiator for the Dayforce platform.

 

    Increase sales from existing customers: We intend to sell additional incremental functionality to existing customers that do not currently utilize the full Dayforce platform. Our revenue also increases as our customers grow their workforces, driven by our subscription PEPM pricing structure.

 

    Expand platform functionality: We believe that our leading market position in technology is based on our ability to continuously innovate and to quickly bring new solutions to market. Since 2012, we have developed a full suite of HCM functionality. We intend to continue to extend the functionality and breadth of our Dayforce platform in the future, taking advantage of modern technologies including artificial intelligence and big data.

 

    Grow and cultivate our partner ecosystem: Investing in key product and sales partnerships can help us to grow our customer base and to reduce customer acquisition costs. This includes deep relationships with private equity firms and their business partners, other value-added resellers of the Dayforce platform, and third parties that want to offer Dayforce as an extension of their product suites on a referral basis. For example, we recently launched the Dayforce Software Partner Platform, which enables certified third party software vendors to integrate easily with the Dayforce platform. These initiatives expand our distribution reach and provide additional value to our customers.

 

    Address the unique changing workforce requirements of the gig economy: The rise of the gig economy has led to the expectation of same-day onboarding and payments for independent freelancers. We believe the on-demand economy, which is part of the broader contingent workforce market, is expected to account for over 40% of the workforce by 2020 in the United States. We believe that our real-time pay and scheduling capabilities and native mobile applications position us well to capitalize on this growing opportunity.

 

    Promote our culture as a unique differentiator: Our culture combines the agility and innovation of a start-up with a history of deep domain and operational expertise. We focus on our culture and on employee engagement as we believe it helps us to attract, to engage, and to retain top talent who create successful outcomes for our customers, which we believe results in growth through strong customer retention and new customer referrals. In 2017 alone, we have received over 20 awards recognizing our culture, including Glassdoor’s Top 100 Best Places to Work (Canada and United States), Great Places to Work (Canada and United States), Canada’s Top 100 Employers, and recognition by the Brandon Hall Group as Best Advance in Corporate Culture Transformation.

Our History

Ceridian was acquired in 2007 by affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL”) and Cannae Holdings, Inc. (“Cannae”), which recently split-off from Fidelity National Financial, Inc. (“FNF”). In April 2012, Ceridian acquired Dayforce Corporation, which had built Dayforce, a Cloud HCM solution. In the months following the acquisition, Dayforce founder, David D. Ossip, was named Chief Executive Officer of Ceridian, and shortly thereafter, we generally stopped actively selling our Bureau solutions to new customers in the United States to focus our resources on expanding the Dayforce platform and growing Cloud HCM solutions. For each quarter since September 30, 2016, our Cloud HCM revenue has surpassed our Bureau HCM revenue. Cloud revenue grew from 39% of total HCM revenue during the quarter ended December 31, 2015 to 64% of total HCM revenue during the quarter ended December 31, 2017.

As part of our strategy to focus on the growth of our Cloud solutions business, we (i) sold our consumer-directed benefit services business in 2013, (ii) merged Comdata, our payment systems business unit, with



 

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FleetCor Technologies Inc. (“FleetCor Technologies”) in 2014, (iii) sold our benefits administration and post-employment compliance business in 2015, and (iv) sold our United Kingdom and Ireland businesses and a portion of our operations that supported such business in the Republic of Mauritius in 2016. Our benefits administration and post-employee compliance business, our United Kingdom and Ireland businesses, and our divested Mauritius operations are presented as discontinued operations in our financial statements. As a result of these transactions, we only actively sell Dayforce and Powerpay in our HCM segment, which we believe simplifies our business model and positions us well for continued growth. In 2016, we contributed our LifeWorks employee assistance program business to a joint venture, LifeWorks Corporation Ltd. (“LifeWorks”), that provides employee assistance, wellness, recognition, and incentive programs in the United States, Canada, and the United Kingdom.

LifeWorks Disposition

Contemporaneous with this offering, we intend to distribute our interest in LifeWorks to our existing stockholders on a pro rata basis in accordance with their pro rata interests in us through a series of inter-company transactions (the ”LifeWorks Disposition”). As a result of the LifeWorks Disposition, we will no longer have any material obligations under the LifeWorks joint venture agreement. In addition, LifeWorks will no longer be a separate segment and will be reclassified to discontinued operations in our consolidated financial statements for all periods presented. LifeWorks accounted for $79.9 million in revenue and $0.4 million in operating loss for the year ended December 31, 2017. As a result, our consolidated revenues and operating profit are expected to decline in the near term. Additionally, we will no longer have a non-controlling interest on our consolidated balance sheets or statements of operations. At the time of the distribution, the interests in LifeWorks received by our existing stockholders will be valued at approximately $         million. The holders will receive these interests in a taxable distribution. Based on current estimates of the value of our interest in LifeWorks at the time of the distribution, we currently anticipate that we will incur approximately $3.2 million in taxes and use approximately $96.0 million of our net operating losses in connection with the series of intercompany transactions and the distribution.

Debt Refinancing

Immediately following the closing of this offering and the repayment of a portion of our outstanding debt using a portion of the net proceeds received by us therefrom, we intend to refinance our remaining indebtedness under our (i) $702.0 million (original principal amount) term loan debt facility (the “Senior Term Loan”) and (ii) $130.0 million revolving credit facility (the “Revolving Facility”) (the Senior Term Loan and the Revolving Facility are together referred to as the “Senior Credit Facilities”), accrued interest and related costs and expenses, with new senior credit facilities. Assuming we sell the number of shares of our common stock set forth on the cover of this prospectus at an initial public offering price of $         per share (the midpoint of the estimated public offering price range set forth on the cover of this prospectus) and we apply the net proceeds to be received by us as described in “Use of Proceeds,” the new senior credit facilities will consist of                     . We expect to incur a charge of up to $         million related to the repayment of certain of our indebtedness in connection with the use of proceeds and the Debt Refinancing. Such charge will be included in other expense, net for the same quarter as this offering. We refer to this throughout this prospectus as the “Debt Refinancing.” In addition, we expect to redeem all $475.0 million aggregate principal amount of our outstanding 11% senior notes due 2021 (the “Senior Notes”) immediately following the closing of this offering. For an additional description of our Senior Notes, please see “Description of Material Indebtedness.”

Our Financial Sponsors

THL is a premier private equity firm investing in middle market growth companies, headquartered in North America, exclusively in four industry sectors: Business & Financial Services, Consumer & Retail, Healthcare, and Media, Information Services & Technology. Using the firm’s deep domain expertise and the



 

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internal operating capabilities of its Strategic Resource Group, THL seeks to create deal sourcing advantages, to accelerate growth, and to improve operations in its portfolio companies in partnership with management teams. Since its founding in 1974, THL has raised over $22.0 billion of equity capital, acquired over 140 portfolio companies, and completed over 360 add-on acquisitions, which collectively represent a combined enterprise value at the time of acquisition of over $200.0 billion.

Cannae, which recently split off from FNF, is a diversified holding company with investments in restaurants, technology enabled healthcare services, and diversified services. Cannae’s highly experienced and successful management team looks to prudently monetize existing investments with the primary objective of maximizing returns for its stockholders. As of December 31, 2017, Cannae had over $1.0 billion in net asset value under its management. THL and Cannae together are referred to as the “Sponsors.”

Following the closing of this offering, funds managed by the Sponsors are expected to own approximately     % of our outstanding common stock, or     %, if the underwriters’ option to purchase additional shares is fully exercised. As a result, the Sponsors will be able to exercise significant voting influence over fundamental and significant corporate matters and transactions. Therefore, we expect to be a “controlled company” within the meaning of the corporate governance standards of the stock exchange on which we intend to apply to list our shares of common stock. See “Risk Factors–Risks Relating to This Offering and Ownership of Our Common Stock” and “Principal Stockholders.”

Risks Associated with our Business

Investing in our common stock involves a number of risks. These risks represent challenges to the successful implementation of our strategy and the growth of our business. Some of these risks are:

 

    We have a history of losses, and we may not be able to attain or to maintain profitability in the future.

 

    The markets in which we participate are highly competitive, and if we do not compete effectively, it could have a material adverse effect on our business, financial condition, and results of operations.

 

    Our growth strategy has focused on developing our fast growing Cloud solutions revenue, while our Bureau solutions revenue has declined. Our business could be materially adversely affected by a slowdown in the growth of our Cloud solutions or a faster than anticipated decline in our Bureau solutions revenue.

 

    If we are not able to provide successful new or enhanced functionality and features, it could affect our ability to retain customers.

 

    An information security breach of our systems or the loss of, or unauthorized access to, customer information, could have a material adverse effect on our business, market brand, financial condition, and results of operations.

 

    Any failure by us to comply with, or a failure of any of our products to enable our customers to comply with, current and future regulatory requirements, including applicable privacy, security, and data laws, regulations, and standards, could have a material adverse effect on our business, financial condition, and results of operations.

 

    If we are unable to develop new solutions, to sell our Cloud solutions into new markets or to further penetrate existing markets, our revenue may not grow as expected.

 

    If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our applications.

For a discussion of these and other risks you should consider before making an investment in our common stock, see the section entitled “Risk Factors.”



 

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Corporate Information

Ceridian HCM Holding Inc. was incorporated in Delaware on July 3, 2013. Our principal executive offices are located at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, and our telephone number is (952) 853-8100. Our corporate website address is www.ceridian.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements for up to five years that are otherwise applicable generally to public companies. These provisions include, among other matters:

 

    requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

 

    exemption from the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

 

    exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

 

    exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, requiring mandatory audit firm rotation or a supplement to the auditor’s report, in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

 

    an exemption from the requirement to seek non-binding advisory votes on executive compensation and golden parachute arrangements; and

 

    reduced disclosure about executive compensation arrangements.

We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering unless, prior to that time, we have more than $1.07 billion in annual gross revenue, have a market value for our common stock held by non-affiliates of more than $700.0 million as of the last day of our second fiscal quarter of the fiscal year and a determination is made that we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or issue more than $1.0 billion of non-convertible debt over a three-year period, whether or not issued in a registered offering. We have availed ourselves of the reduced reporting obligations with respect to executive compensation disclosure in this prospectus and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can, therefore, delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of that extended transition period and, as a result, we plan to comply with new and revised accounting standards on the relevant dates on which adoption of those standards is required for private companies.



 

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As a result of our decision to avail ourselves of certain provisions of the JOBS Act, the information that we provide may be different than what you may receive from other public companies in which you hold an equity interest. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may cause a less active trading market for our common stock and more volatility in our stock price.

Trademarks and Trade Names

We and our subsidiaries own or have the rights to various trademarks, trade names and service marks, including the following: Ceridian®, Dayforce®, Makes Work Life Better, Powerpay®, LifeWorks®, and various logos used in association with these terms. Solely for convenience, the trademarks, trade names and service marks and copyrights referred to herein are listed without the ©, ®, and ™, symbols, but such references are not intended to indicate, in any way, that Ceridian, or the applicable owner, will not assert, to the fullest extent under applicable law, Ceridian’s or their, as applicable, rights to these trademarks, trade names, and service marks. Other trademarks, service marks, or trade names appearing in this prospectus are the property of their respective owners.

Market and Industry Information

Unless otherwise indicated, market data and industry information used throughout this prospectus are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications, other publicly available information prepared by a number of sources, including IDC, Glassdoor, and Brandon Hall Group. All of the market data and industry information used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified his information. While we believe the estimated market position, market opportunity, and market size information included in this prospectus is generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.



 

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THE OFFERING

 

Issuer

Ceridian HCM Holding Inc.

 

Common stock offered by us

             shares of common stock (or             shares of common stock if the underwriters exercise their option to purchase additional shares in full).

 

Common stock to be outstanding after this offering

             shares of common stock (or             shares of common stock if the underwriters exercise their option to purchase additional shares in full).

 

Option to purchase additional shares of common stock

The underwriters have an option to purchase an additional             shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

 

Use of proceeds

We estimate that the net proceeds from the sale of our common stock in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $             million ($             million if the underwriters exercise their option to purchase additional shares in full) based on an assumed initial public offering price of $             per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

 

  We intend to use these net proceeds for the repayment of a portion of our outstanding debt and for general corporate purposes. See “Use of Proceeds.”

 

Dividend policy

We do not anticipate paying any dividends on our common stock for the foreseeable future; however, we may change this policy in the future. See “Dividend Policy.”

 

Voting Rights

Upon completion of this offering, our executive officers, directors, and the Sponsors will hold approximately         % of the combined voting power of our outstanding capital stock and will have the ability to control the outcome of matters submitted to our stockholders for approval. See “Principal Stockholders” and “Description of Capital Stock.”

 

Risk factors

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section of this prospectus beginning on page 20 for a discussion of factors you should carefully consider before investing in our common stock.

 

Principal stockholders

Upon completion of this offering, THL and Cannae will continue to own a controlling interest in us. Accordingly, we intend to avail ourselves of the “controlled company” exemption under the corporate



 

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governance rules of the NYSE. See “Management—Director Independence and Controlled Company Exemption” and “Principal Stockholders.”

Listing

We intend to apply to have our common stock listed on the NYSE under the symbol “        ” and on the TSX under the symbol “        .”

Except as otherwise indicated, the number of shares of our common stock outstanding after this offering:

 

    assumes no exercise of the underwriters’ option to purchase additional shares;

 

    assumes an initial public offering price of $                per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus);

 

    includes                shares of common stock issuable upon the automatic conversion of all outstanding shares of our junior and senior preferred stock at the completion of this offering (the “Preferred Conversion”);

 

    excludes an aggregate of                  shares of our common stock that will be available for future equity awards under our 2013 Ceridian HCM Holding Inc. Stock Incentive Plan, as amended (the “2013 Plan”), and an aggregate of                shares of our common stock that will be available for future equity awards under our Ceridian HCM Holding Inc. 2018 Equity Incentive Plan (the “2018 Plan”);

 

    gives effect to the exchange of                  outstanding exchangeable shares of our subsidiary, Ceridian AcquisitionCo ULC (the “Exchangeable Shares”), for an indirect equity interest in our common stock;

 

    excludes                  shares of our common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $                 per share; and

 

    gives effect to our third amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering.


 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

We report our financial results in accordance with U.S. GAAP. The following tables set forth our summary historical consolidated financial and other data for the periods as of the dates indicated. We derived the summary consolidated statements of operations data for the years ended December 31, 2017, 2016, and 2015, from the audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. We derived the balance sheet data as of December 31, 2017, from our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

You should read the information set forth below together with “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization,” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

 

                                            
     Year ended December 31,  
     2017     2016     2015  
     (Dollars in millions, except share and per share
amounts)
 

Consolidated Statements of Operations Data:

      

Total revenue

   $ 750.7     $ 704.2     $ 693.9  

Cost of revenue

     457.7       445.3       413.1  

Selling, general, and administrative expenses

     253.0       249.8       245.5  

Other expense, net

     7.4       13.2       27.8  

Interest expense, net

     87.1       87.4       87.8  
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (54.5     (91.5     (80.3

Income tax (benefit) expense

     (44.7     17.8       8.6  
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (9.8     (109.3     (88.9

(Loss) income from discontinued operations

     (0.7     16.5       (15.8
  

 

 

   

 

 

   

 

 

 

Net loss

     (10.5     (92.8     (104.7

Net (loss) income attributable to noncontrolling interest

     (1.3     0.1       —    
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

   $ (9.2   $ (92.9   $ (104.7
  

 

 

   

 

 

   

 

 

 

Earnings per share:

      

Basic

   $ (0.23   $ (0.82   $ (0.81

Diluted

   $ (0.23   $ (0.82   $ (0.81

Weighted average shares outstanding:

      

Basic

     130,409,920       129,976,675       129,849,690  

Diluted

     130,409,920       129,976,675       129,849,690  

Statements of Cash Flow Data:

      

Net cash provided by (used in):

      

Operating activities

   $ (39.8   $ (75.5   $ (18.3

Investing activities

     (407.4     763.0       323.9  

Financing activities

     406.8       (630.7     (368.2


 

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     Year ended December 31,  
     2017     2016     2015  
     (Dollars in millions, except share and per
share amounts)
 

Other Data:

      

Live Dayforce customers

     3,001       2,339       1,770  

Annual Cloud revenue retention rate (a)

     97.0     95.7     95.0

Cloud annualized recurring revenue (ARR) (a)

   $ 391.0     $ 289.7     $ 209.6  

HCM Adjusted EBITDA (b)

   $ 117.8     $ 88.9     $ 99.7  

HCM Adjusted EBITDA margin %

     17.6     14.3     16.3

 

     As of December 31, 2017  
     Actual       Pro Forma (c)      Pro Forma
As Adjusted (d)
 
     (Dollars in millions)  

Consolidated Balance Sheet Data:

        

Cash and equivalents

   $ 99.6      $                       $                   

Total assets

     6,729.9        

Long-term debt

     1,119.8        

Total liabilities

     5,600.9        

Working capital

     49.9        

Total stockholders’ equity

   $ 1,091.2      $                       $  

 

(a) Annual Cloud revenue retention rate and Cloud annualized recurring revenue are calculated on an annual basis, and the disclosure reflects data as of the most recent fiscal year end. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess Our Performance.”
(b) We report our financial results in accordance with U.S. GAAP. To supplement this information, we also use HCM Adjusted EBITDA and HCM Adjusted EBITDA margin, non-GAAP financial measures, in this prospectus. We define HCM Adjusted EBITDA as net income or loss before interest, taxes, depreciation, and amortization, as adjusted to exclude net income and loss from discontinued operations, LifeWorks EBITDA, sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring consulting fees, and environmental reserve charges. HCM Adjusted EBITDA margin is determined by calculating the percentage HCM Adjusted EBITDA is of Total HCM Revenue. Management believes that HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are helpful in highlighting management performance trends because HCM Adjusted EBITDA and HCM Adjusted EBITDA margin exclude the results of decisions that are outside the control of operating management. By providing these non-GAAP financial measures, management believes we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Our presentation of HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are intended as supplemental measures of our performance that is not required by, or presented in accordance with, U.S. GAAP. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin should not be considered as alternatives to operating income (loss), net income (loss), earnings per share, or any other performance measures derived in accordance with U.S. GAAP, or as measures of operating cash flows or liquidity. Our presentation of HCM Adjusted EBITDA should not be construed to imply that our future results will be unaffected by these items. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are included in this prospectus because it is a key metric used by management to assess our operating performance.

HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are not defined under U.S. GAAP, are not measures of net income, operating income, or any other performance measures derived in accordance with U.S. GAAP, and are subject to important limitations.



 

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Our use of the terms HCM Adjusted EBITDA and HCM Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with U.S. GAAP.

HCM Adjusted EBITDA and HCM Adjusted EBITDA margin have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect any charges for the assets being depreciated and amortized that may need to be replaced in the future;

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect the impact of share-based compensation upon our results of operations;

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt; and

 

    HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect our income tax expense or the cash requirements to pay our income taxes.

In evaluating HCM Adjusted EBITDA and HCM Adjusted EBITDA margin, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation.

The following table reconciles HCM operating profit to HCM Adjusted EBITDA for the periods presented:

 

     Year ended December 31,  
     2017      2016      2015  
     (Dollars in millions)  

HCM operating profit

   $ 33.0      $ (8.6    $ (1.1

Depreciation and amortization

     53.8        53.2        52.3  
  

 

 

    

 

 

    

 

 

 

HCM EBITDA from continuing operations(1)

     86.8        44.6        51.2  

Sponsorship management fees (2)

     1.9        5.0        1.9  

Asset impairments

     —          10.2        22.6  

Intercompany foreign exchange loss (gain)

     7.4        (3.1      4.8  

Share-based compensation (3)

     16.1        12.5        12.8  

Severance charges (4)

     5.6        8.9        4.7  

Restructuring consulting fees (5)

     —          4.9        1.7  

Environmental reserve charges (6)

     —          5.9        —    
  

 

 

    

 

 

    

 

 

 

HCM Adjusted EBITDA

   $ 117.8      $ 88.9      $ 99.7  
  

 

 

    

 

 

    

 

 

 

 

  (1) We define HCM EBITDA from continuing operations as HCM net income or loss before interest, taxes, depreciation and amortization, and net income or loss from discontinued operations.
  (2) Represents expenses related to our management, monitoring, consulting, transaction, and advisory fees and related expenses paid to the affiliates of our Sponsors pursuant to the management agreements with THL Managers VI, LLC (“THLM”) and Cannae. See “Certain Relationship and Related Party Transactions—Management Agreements.”
  (3) Represents the share-based compensation adjustment only for our HCM segment.


 

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  (4) Represents costs for severance compensation paid to employees whose positions have been eliminated resulting primarily from the shift of business from our Bureau solutions to our Cloud solutions.
  (5) Represents consulting fees and expenses incurred during the periods presented in connection with any acquisition, investment, disposition, recapitalization, equity offering, issuance or repayment of indebtedness, issuance of equity interests, or refinancing.
  (6) Reflects charges to increase the reserves for environmental claims from a predecessor company. See Note 13 to our consolidated financial statements for further information regarding our environmental reserves.

 

(c) We present certain information on a pro forma basis to give effect to (i) the LifeWorks Disposition and (ii) the Preferred Conversion.

 

(d) We present certain information on a pro forma as adjusted basis to give further effect to (i) the Debt Refinancing, (ii) the sale by us of                  shares of our common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, at an assumed initial public offering price of $                 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), less estimated underwriting discounts and commissions and estimated expenses, and (iii) the application of the net proceeds to be received by us from this offering as described in “Use of Proceeds.”


 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial condition, and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business and Industry

We have a history of losses, and we may not be able to attain or to maintain profitability in the future.

We have incurred net losses over the last few years as we made substantial investments in developing, launching, and selling our Cloud solutions. In addition, our highly leveraged capital structure has had a negative effect on our profitability. As a result, we have incurred net losses of $104.7 million in the year ended December 31, 2015, $92.9 million in the year ended December 31, 2016, and $9.2 million in the year ended December 31, 2017. As of December 31, 2017, we had an accumulated deficit of $348.2 million. To the extent we are successful in increasing our Cloud customer base, we may also incur increased net losses because costs associated with acquiring and implementing new Cloud customers are generally incurred up front, while subscription revenues are generally recognized ratably over the terms of the agreements. You should not consider our recent growth in revenues as indicative of our future performance.

We also expect our expenses to increase in the future due to anticipated increases in sales, general, and administrative expenses, including expenses associated with being a public company, and product development and management expenses, which could impact our ability to achieve or to sustain profitability in the future. Additionally, while the majority of our revenue comes from fees charged for use of the software, we are developing new products and services, which may initially have a lower profit margin than our existing Cloud solutions, which could have a material adverse effect on our business, financial condition, and results of operations. Although we believe we will be able to reach profitability in the next few years, we cannot assure you that we will able to attain or to maintain profitability in the future.

The markets in which we participate are highly competitive, and if we do not compete effectively, it could have a material adverse effect on our business, financial condition, and results of operations.

The markets in which we participate are highly competitive, and competition could intensify in the future. We believe the principal competitive factors in our market include breadth and depth of product functionality, scalability and reliability of applications, modern and innovative cloud technology platforms combined with an intuitive user experience, multi-country and jurisdiction domain expertise in payroll and HCM, quality of implementation and customer service, integration with a wide variety of third party applications and systems, total cost of ownership and ROI, brand awareness, and reputation, pricing and distribution. We face a variety of competitors, some of which are long-established providers of HCM solutions. Many of our current and potential competitors are larger, have greater name recognition, longer operating histories, larger marketing budgets, and significantly greater resources than we do, and are able to devote greater resources to the development, promotion, and sale of their products and services. Some of our competitors could offer HCM solutions bundled as part of a larger product offering. Furthermore, our current or potential competitors may be acquired by third parties with greater available resources and the ability to initiate or to withstand substantial price competition. In addition, many of our competitors have established marketing relationships, access to larger customer bases, and major distribution agreements with consultants, system integrators, and resellers. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources.

In order to capitalize on customer demand for cloud applications, legacy vendors are modernizing and expanding their applications through cloud acquisitions and organic development. Legacy vendors may also seek

 

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to partner with other leading cloud HCM providers. Ceridian also faces competition from vendors selling custom software and point solutions, some of which offer cloud solutions. Our competitors include, without limitation: Automatic Data Processing (“ADP”), The Ultimate Software Group, Inc. (“Ultimate Software”), and Workday, Inc. (“Workday”) for HCM; Kronos Incorporated (“Kronos”) for workforce management; and Cornerstone OnDemand Inc. (“Cornerstone OnDemand”) for talent management. In addition, other companies, such as NetSuite and Microsoft that provide cloud applications in different target markets, may develop applications or acquire companies that operate in our target markets, and some potential customers may elect to develop their own internal applications. Some large businesses may be hesitant to adopt cloud applications such as ours and prefer to upgrade the more familiar applications offered by these vendors that are deployed on-premise, such as Oracle Corporation (“Oracle”) and SAP SE (“SAP”). Our competitors could offer HCM solutions on a standalone basis at a low price or bundled as part of a larger product sale. With the introduction of new technologies and market entrants, competition could intensify in the future.

If our competitors’ products, services, or technologies become more accepted than our applications, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, it could have a material adverse effect on our business, financial condition, and results of operations. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels or if we experience significant pricing pressures, it could have a material adverse effect on our business, financial condition, and results of operations.

Our growth strategy has focused on developing our Cloud solutions, which has experienced rapid revenue growth in recent periods that has been offset by revenue declines in our Bureau solutions. If we fail to manage our growth effectively or if our strategy is not successful, we may be unable to execute our business plan, to maintain high levels of service, or to adequately address competitive challenges.

We have recently experienced a period of rapid growth in our operations related to our Cloud solutions. In particular, our recurring services revenue for our Cloud solutions has continued to increase while our recurring services revenue for our Bureau solutions has continued to decline. As we implement our growth strategy for our Cloud solutions, we will continue to migrate employees and resources from our Bureau solutions to our Cloud solutions. Additionally, we are continuing to invest in the infrastructure shared by our Bureau and Cloud solutions, although we are no longer marketing our Bureau solutions to new customers. The growth of our Cloud solutions has placed, and future growth will place, a significant strain on our management, administrative, operational, and financial infrastructure. In order to manage this growth effectively, we will need to continue to improve our operational, financial, and management controls, and our reporting systems and procedures. Failure to effectively manage growth and failure to achieve our growth strategy could result in difficulty or delays in implementing customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties; and any of these difficulties could have a material adverse effect on our business, financial condition, and results of operations.

Our Bureau solutions, which comprise a significant portion of our revenue, may decline at a rate faster than that which we anticipate, and we may not be able to successfully migrate our Bureau customers to our Cloud solutions or to offset the decline in Bureau revenue with Cloud revenue.

Our growth strategy is focused on the growth and expansion of our Cloud solutions; however, a portion of our revenue continues to be derived from our Bureau customers. We generally ceased marketing our Bureau solutions to new customers in the United States in 2012, and since that time have maintained the Bureau applications for existing customers while migrating customers to our Cloud solutions. Maintenance of our Bureau business requires investment, specifically with respect to compliance updates and security controls. If our investments are not sufficient to adequately update our Bureau solutions, such solutions may lose market acceptance and we may face security vulnerabilities.

In addition, we have marketed our Cloud solutions to our Bureau customers, and some of our Bureau customers have migrated to our Cloud solutions, but there is no guarantee that our remaining Bureau customers

 

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will migrate to our Cloud solutions. If such Bureau customers do not migrate, we may lose them in the future or we may be required to make ongoing investments to serve a smaller pool of customers. If our revenue from our Bureau solutions declines at a rate faster than anticipated, we are required to make significant investments in infrastructure shared by our Bureau and Cloud solutions that are not offset by increased revenue, we are not able to successfully convert the remaining Bureau customers to our Cloud solutions, or our Cloud solutions revenue does not grow fast enough to offset the decline in our Bureau solutions revenue, it could have a material adverse effect on our business, financial condition, and results of operations.

If the market for enterprise cloud computing develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition, and results of operations.

The enterprise cloud computing market is not as mature as the market for on-premise enterprise software, and it is uncertain whether cloud computing will achieve and sustain high levels of customer demand and market acceptance. Our success will depend to a substantial extent on the widespread adoption of cloud computing in general, and of HCM solutions in particular. Many enterprises have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses and therefore may be reluctant or unwilling to migrate to cloud computing. It is difficult to predict customer adoption rates and demand for our applications, the future growth rate and size of the cloud computing market, or the entry of competitive applications. The expansion of the cloud computing market depends on a number of factors, including the cost, performance, and perceived value associated with cloud computing, as well as the ability of cloud computing companies to address security and privacy concerns. If we or other cloud computing providers experience security incidents, loss of customer data, disruptions in delivery, or other problems, the market for cloud computing applications as a whole, including our applications, may be negatively affected. If cloud computing does not achieve widespread adoption or there is a reduction in demand for cloud computing caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, reductions in corporate spending, or otherwise, it could have a material adverse effect on our business, financial condition, and results of operations.

Our revenues from our Cloud solutions have grown substantially over the last few years. Our efforts to increase use of our Cloud solutions and our other applications may not succeed and may reduce our revenue growth rate.

Our revenues from our Cloud solutions have grown substantially over the last few years. Our total Cloud revenues grew from $225.2 million in 2015 to $297.8 million in 2016 and $404.3 million in 2017, a growth rate of 32.2% and 35.8%, respectively. Any factor adversely affecting sales of our Cloud solutions, including application release cycles, delays, or failures in new product functionality, market acceptance, product competition, performance and reliability, reputation, price competition, and economic and market conditions, could have a material adverse effect on our business, financial condition, and results of operations. Our participation in new markets for native payroll, and application expansion in succession management, learning management, and compensation management, is relatively new, and it is uncertain whether these areas will ever result in significant revenues for us. Further, the entry into new markets or the introduction of new features, functionality, or applications beyond our current markets and functionality may not be successful.

Our quarterly results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our quarterly results of operations, including the levels of our revenues, gross margin, profitability, cash flow, and deferred revenue, may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our

 

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business. Fluctuation in quarterly results may negatively impact the value of our common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:

 

    our ability to attract new Cloud customers;

 

    our ability to replace declining Bureau revenue with Cloud revenue;

 

    the addition or loss of large Cloud customers, including through acquisitions or consolidations;

 

    the addition or loss of employees by our Cloud customers;

 

    the timing and number of paydays in a period;

 

    the timing of recognition of revenues;

 

    the tenure of our Cloud customers during that period;

 

    the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

 

    network outages or security breaches;

 

    general economic, industry, and market conditions;

 

    customer renewal rates;

 

    increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements;

 

    changes in our pricing policies or those of our competitors;

 

    the mix of applications sold during a period;

 

    seasonal variations in sales of our applications, which has historically been highest in the fourth quarter of a calendar year;

 

    fluctuation in market interest rates, which impacts debt interest expense as well as float revenue;

 

    the timing and success of new application and service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers, or strategic partners; and

 

    the impact of new accounting rules.

If we are not able to provide new or enhanced functionality and features, it could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to successfully provide new or enhanced functionality and features for our existing solutions that achieve market acceptance or that keep pace with rapid technological developments. For example, we are focused on enhancing the features and functionality of our HCM solutions to enhance their utility for larger customers with complex, dynamic, and global operations. The success of new or enhanced functionality and features depends on several factors, including their overall effectiveness and the timely completion, introduction, and market acceptance of the enhancements, new features, or applications. Failure in this regard may significantly impair our revenue growth. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and to enhance our solutions to keep pace with changes in internet-related hardware, iOS, and other software, and communication, browser, and database technologies. We may not be successful in developing these new or enhanced functionality and features, or in bringing them to market in a timely fashion. If we do not continue to innovate and to deliver high-quality, technologically advanced products and services, we will not remain competitive, which could have a material adverse effect in our business, financial condition, and results of operations. Furthermore, uncertainties about the timing and nature of new functionality, or new functionality to existing platforms or technologies, could increase our

 

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research and development expenses. Any failure of our applications to operate effectively with future network platforms and technologies could reduce the demand for our applications, result in customer dissatisfaction, and have a material adverse effect on our business, financial condition, and results of operations.

An information security breach of our systems or the loss of, or unauthorized access to, customer information, the failure to comply with the U.S. Federal Trade Commission’s (“FTC”) ongoing consent order regarding data protection, or a system disruption could have a material adverse effect on our business, market brand, financial condition, and results of operations.

Our business is dependent on our payroll, transaction, financial, accounting, and other data processing systems. We rely on these systems to process, on a daily and time sensitive basis, a large number of complicated transactions. We electronically receive, process, store, and transmit data and personally identifiable information (“PII”) about our customers and their employees, as well as our vendors and other business partners, including names, social security numbers, and checking account numbers. We keep this information confidential. However, our websites, networks, applications and technologies, and other information systems may be targeted for sabotage, disruption, or data misappropriation. The uninterrupted operation of our information systems and our ability to maintain the confidentiality of PII and other customer and individual information that resides on our systems are critical to the successful operation of our business. While we have information security and business continuity programs, these plans may not be sufficient to ensure the uninterrupted operation of our systems or to prevent unauthorized access to the systems by unauthorized third parties. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. These concerns about information security are increased with the mounting sophistication of social engineering. Our network security hardening may be bypassed by phishing and other social engineering techniques that seek to use end user behaviors to distribute computer viruses and malware into our systems, which might disrupt our delivery of services and make them unavailable, and might also result in the disclosure or misappropriation of PII or other confidential or sensitive information. In addition, a significant cyber security breach could prevent or delay our ability to process payment transactions.

Any information security breach in our business processes or of our processing systems has the potential to impact our customer information and our financial reporting capabilities, which could result in the potential loss of business and our ability to accurately report financial results. If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of customer data, all of which could result in financial loss, a disruption of our businesses, liability to customers, regulatory intervention, or damage to our reputation. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. If our security measures are breached as a result of third party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to customer data, our reputation may be damaged, our business may suffer, and we could incur significant liability. We may also experience security breaches that may remain undetected for an extended period of time. Techniques used to obtain unauthorized access or to sabotage systems change frequently and are growing increasingly sophisticated. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

This environment demands that we continuously improve our design and coordination of security controls throughout the company. Despite these efforts, it is possible that our security controls over data, training, and other practices we follow may not prevent the improper disclosure of PII or other confidential information. Any issue of data privacy as it relates to unauthorized access to or loss of customer and/or employee information could result in the potential loss of business, damage to our market reputation, litigation, and regulatory investigation and penalties. For example, in December 2009 a criminal hacked into our discontinued U.S. payroll application. Following receipt of an “access letter” in May 2010 from the FTC for a non-public review of the matter, we worked with the FTC and entered into a twenty-year consent order which became final in June 2011. We conceded no wrongdoing in the order and we were not subject to any monetary fines or penalties. However,

 

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in connection with the order, we are required to, among other things, maintain a comprehensive information security program that is reasonable and appropriate for our size, complexity, and for the type of PII we collect. We are also required to have portions of our security program, which apply to certain segments of our U.S. business, reviewed by an independent third party on a biennial basis. Maintaining, updating, monitoring, and revising an information security program in an effort to ensure that it remains reasonable and appropriate in light of changes in security threats, changes in technology, and security vulnerabilities that arise from legacy systems is time-consuming and complex, and is an ongoing effort.

There may be other such security vulnerabilities that come to our attention. The independent third party that reviews our security program pursuant to the FTC consent order may determine that the existence of vulnerabilities in our security controls or the failure to remedy them in a timeframe they deem appropriate means that our security program does not provide a reasonable level of assurance that the security, confidentiality, and integrity of PII is protected by Ceridian (or that there was a failure to protect at some point in the reporting period). While we have taken and continue to take steps to ensure compliance with the consent order, if we are determined not to be in compliance with the consent order, or if any new breaches of security occur, the FTC may take enforcement actions or other parties may initiate a lawsuit. Any such resulting fines and penalties could have a material adverse effect on our liquidity and financial results, and any reputational damage therefrom could adversely affect our relationships with our existing customers and our ability to attain new customers. Our continued investment in the security of our technology systems, continued efforts to improve the controls within our technology systems, business processes improvements and the enhancements to our culture of information security may not successfully prevent attempts to breach our security or unauthorized access to PII or other confidential, sensitive or proprietary information. In addition, in the event of a catastrophic occurrence, either natural or man-made, our ability to protect our infrastructure, including PII and other customer data, and to maintain ongoing operations could be significantly impaired. Our business continuity and disaster recovery plans and strategies may not be successful in mitigating the effects of a catastrophic occurrence. Insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our insurance policies may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention. If our security is breached, if PII or other confidential information is accessed, if we fail to comply with the consent order or if we experience a catastrophic occurrence, it could have a material adverse effect on our business, financial condition, and results of operations.

Our services present the potential for identity theft, embezzlement, or other similar illegal behavior by our employees with respect to third parties.

The services offered by us generally require or involve collecting PII of our customers and / or their employees, such as their full names, birth dates, addresses, employer records, tax information, social security numbers, and bank account information. This information can be used by criminals to commit identity theft, to impersonate third parties, or to otherwise gain access to the data or funds of an individual. If any of our employees take, convert, or misuse such PII, funds or other documents or data, we could be liable for damages, and our business reputation could be damaged or destroyed. Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition, and results of operations.

Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection, and information security. Any failure by us or our third party service providers, as well as the failure of our platform or services, to comply with applicable laws and regulations could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to a variety of U.S. and international laws and regulations, including regulation by various federal government agencies, including the FTC, and state and local agencies. The United States and various

 

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state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security, and storage of PII of individuals; and the FTC and many state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data. Self-regulatory obligations, other industry standards, policies, and other legal obligations may apply to our collection, distribution, use, security, or storage of PII or other data relating to individuals. In addition, most states and some foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving certain types of PII. These obligations may be interpreted and applied in an inconsistent manner from one jurisdiction to another and may conflict with one another, other regulatory requirements, or our internal practices. Any failure or perceived failure by us to comply with U.S., E.U., or other foreign privacy or security laws, regulations, policies, industry standards, or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release, or transfer of, PII may result in governmental enforcement actions, litigation, fines and penalties, or adverse publicity and could cause our customers to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations.

We expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection and information security in the United States, Canada, the European Union, and other jurisdictions, and we cannot yet determine the impact such future laws, regulations, and standards may have on our business. For example, in May 2018, the General Data Protection Regulation will come into force, bringing with it a complete overhaul of E.U. data protection laws: the new rules will supersede current E.U. data protection legislation, impose more stringent E.U. data protection requirements, and provide for greater penalties for non-compliance. Changing definitions of what constitutes PII may also limit or inhibit our ability to operate or to expand our business, including limiting strategic partnerships that may involve the sharing of data. Also, some jurisdictions require that certain types of data be retained on servers within these jurisdictions. Our failure to comply with applicable laws, directives, and regulations may result in enforcement action against us, including fines and imprisonment, and damage to our reputation, any of which may have an adverse effect on our business and operating results. Further, in October 2015, the European Court of Justice issued a ruling invalidating the U.S.-E.U. Safe Harbor Framework, which facilitated transfers of PII to the United States in compliance with applicable E.U. data protection laws. In July 2016, the E.U. and the U.S. political authorities adopted the E.U.-U.S. Privacy Shield, or Privacy Shield, replacing the Safe Harbor Framework and providing a new mechanism for companies to transfer E.U. PII to the United States. U.S. organizations wishing to self-certify under the Privacy Shield must pledge their compliance with its seven core and sixteen supplemental principles, which are based on European Data Protection Law.

If our service is perceived to cause, or is otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism and potential legal liability. Public concerns regarding PII processing, privacy and security may cause some of our customers’ end users to be less likely to visit their websites or otherwise interact with them. If enough end users choose not to visit our customers’ websites or otherwise interact with them, our customers could stop using our platform. This, in turn, may reduce the value of our services and slow or eliminate the growth of our business. Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of PII may create negative public reactions to technologies, products, and services such as ours.

Evolving and changing definitions of what constitutes PII and / or “Personal Data” within the United States, Canada, the European Union, and elsewhere, especially relating to the classification of internet protocol, or IP addresses, machine or device identification numbers, location data and other information, may limit or inhibit our ability to operate or to expand our business. Future laws, regulations, standards and other obligations could impair our ability to collect or to use information that we utilize to provide email delivery and marketing services to our customers, thereby impairing our ability to maintain and to grow our customer base and to increase revenue. Future restrictions on the collection, use, sharing, or disclosure of our customers’ data or additional requirements for express or implied consent of customers for the use and disclosure of such information may limit our ability to develop new services and features.

 

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Privacy concerns and laws or other domestic or foreign data protection regulations may reduce the effectiveness of our applications, which could have a material adverse effect on our business, financial condition, and results of operations.

Our customers can use our applications to collect, to use, and to store PII regarding their employees, independent contractors, and job applicants. Federal, state, and foreign government bodies and agencies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage and disclosure of PII obtained from individuals. The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to the businesses of our customers, or to our business directly, may limit the use and adoption of our applications and reduce overall demand, or lead to significant fines, penalties, or liabilities for any non-compliance with such privacy laws. Furthermore, privacy concerns may cause our customers’ workers to resist providing PII necessary to allow our customers to use our applications effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market adoption of our applications in certain industries.

All of these domestic and international legislative and regulatory initiatives may adversely affect our customers’ ability to process, to handle, to store, to use, and to transmit demographic information and PII from their employees, independent contractors, job applicants, customers, and suppliers, which could reduce demand for our applications. The European Union and many countries in Europe have stringent privacy laws and regulations, which may impact our ability to profitably operate in certain European countries.

Further, international data protection regulations trending toward increased localized data residency rules make transfers from outside the regulation’s jurisdiction increasingly complex and may impact our ability to deliver solutions that meet all customers’ needs. If the processing of PII were to be further curtailed in this manner, our solutions could be less effective, which may reduce demand for our applications, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition to government activity, privacy advocacy groups and the technology and other industries are considering various new, additional, or different self-regulatory standards that may place additional burdens on us. If the processing of PII were to be curtailed in this manner, our solutions would be less effective, which may reduce demand for our applications, which could have a material adverse effect on our business, financial condition, and results of operations.

We rely on third party service providers for many aspects of our business, including, but not limited to, the operation of data centers; the execution of Automated Clearing House, or ACH, and wire transfers to support our customer payroll and tax services; the monitoring of applicable laws; and the printing and delivery of checks. If any third party service providers on which we rely experience a disruption, go out of business, experience a decline in quality, or terminate their relationship with us, we could experience a material adverse effect on our business, financial condition, and results of operation.

We rely on third party service providers for many integral aspects of our business. A failure on the part of any of our third party service providers to fulfill their contracts with us could result in a material adverse effect on our business, financial condition, and results of operation. We depend on our third parties for many services, including, but not limited to:

Upkeep of data centers

We host our applications and serve all of our customers from data centers operated by third party providers, primarily NaviSite, in Boston, Massachusetts; Redhill, England; Santa Clara, California; Toronto, Canada; Vancouver, Canada; and Woking, England. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on

 

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commercially reasonable terms, or at all. These parties may also seek to cap their maximum contractual liability resulting in Ceridian being financially responsible for losses caused by their actions or omissions. Additionally, we host our internal systems through data centers that we operate and lease or own in Atlanta, Georgia; Fountain Valley, California; Louisville, Kentucky; St. Petersburg, Florida; and Winnipeg, Canada. If we are unable to renew our agreements with our third party providers or to renew our leases on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with any such transfer. Both our third party data centers and data centers that we lease and operate are subject to break-ins, sabotage, intentional acts of vandalism, and other misconduct. Any such acts could result in a breach of the security of our or our customers’ data.

Problems faced by our third party data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our third party data centers operators could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could adversely affect the growth of our business. Any changes in third party service levels at our data centers or any security breaches, errors, defects, disruptions, or other performance problems with our applications could adversely affect our reputation, damage our customers’ stored files, result in lengthy interruptions in our services, or otherwise result in damage or losses to our customers for which they may seek compensation from us. Interruptions in our services might reduce our revenues, cause us to issue refunds to customers for prepaid and unused subscription services, subject us to potential liability, or adversely affect our renewal rates.

Processing of ACH and wire transfers

We currently have agreements with five banks to execute ACH and wire transfers to support our customer payroll and tax services in the United States and Canada. If one or more of the banks fails to process ACH or wire transfers on a timely basis, or at all, then our relationship with our customers could be harmed and we could be subject to claims by a customer with respect to the failed transfers, with little or no recourse to the banks. In addition, these banks have no obligation to renew their agreements with us on commercially reasonable terms, if at all, and transferring to competitor banks could prove time-consuming and costly. If these banks terminate their relationships with us, restrict or fail to increase the dollar amounts of funds that they will process on behalf of our customers, their doing so may impede our ability to process funds and could have a material adverse effect on our business, financial condition, and results of operations.

Check printing and delivery

In Canada, we rely on a third party vendor to print payroll checks, and in Canada and the United States we rely on third party couriers, such as Federal Express and Purolator, to ship printed reports, year-end slips, and pay checks to our customers. Relying on third party check printers and couriers puts us at risk from disruptions in their operations, such as employee strikes, inclement weather, and their ability to perform tasks on our behalf. If these vendors fail to perform their tasks, we could incur liability or suffer damages to our reputation, or both. If we are forced to use other third party couriers, transferring to these competitor couriers could prove time-consuming, our costs could increase and we may not be able to meet shipment deadlines. Moreover, we may not be able to obtain terms as favorable as those we currently use, which could further increase our costs.

 

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Monitoring of changes to applicable laws

We and our third party providers must monitor for any changes or updates in laws that are applicable to the solutions that we or our third party providers provide to our customers. In addition, we are reliant on our third party providers to modify the solutions that they provide to our customers to enable our clients to comply with changes to such laws and regulations. If our third party providers fail to reflect changes or updates in applicable laws in the solutions that they provide to our customers, we could be subject to negative customer experiences, harm to our reputation, loss of customers, claims for any fines, penalties or other damages suffered by our customers, and other financial harm.

A failure on the part of any of our third party service providers could result in a material adverse effect on our business, financial condition, and results of operations.

If we are unable to develop or to sell our existing Cloud solutions into new markets or to further penetrate existing markets, our revenue may not grow as expected.

Our ability to increase revenue will depend, in large part, on our ability to sell our existing Cloud solutions into new markets around the world, to further penetrate our existing markets, and to increase sales from existing customers who do not utilize the full Dayforce suite. The success of any enhancement or new solution or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new solutions, the ability to maintain and to develop relationships with third parties, and the ability to attract, to retain and to effectively train sales and marketing personnel. Any new solutions we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the market acceptance necessary to generate significant revenue. Any new markets in which we attempt to sell our platform and solutions, including new countries or regions, may not be receptive. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs as well as the risk of the product not incorporating in a timely fashion or at all the necessary changes to enable a customer to be compliant with such laws. Our ability to further penetrate our existing markets depends on the quality of our platform and solutions, and our ability to design our Cloud solutions to meet consumer demand; and our ability to increase sales from existing customers depends on our customers’ satisfaction with our product and need for additional solutions. If we are unable to sell our Cloud solutions into new markets or to further penetrate existing markets, or to increase sales from existing customers, our revenue may not grow as expected, which could have a material adverse effect on our business, financial condition, and results of operations.

Because a growing part of our business consists of sales of applications to manage complex operating environments for our customers, we may experience longer sales cycles and longer deployments. Some customers demand more configuration and integration services, and require increased compliance and initial support costs, which could have a material adverse effect on our business, financial condition, and results of operations in a given period.

A growing portion of our customer base requires applications that manage complex operating environments. Our ability to increase revenues and to maintain profitability depends, in large part, on widespread acceptance of our applications by businesses and other organizations. As we target our sales efforts at these customers, we face greater costs, longer sales cycles, and less predictability in completing some of our sales. For some of our customers, the customer’s decision to use our applications may be an enterprise-wide decision and, therefore, these types of sales require us to provide greater levels of education regarding the use and benefits of our applications. Our typical sales cycles for Dayforce range from three to twelve months, and we expect that this lengthy sales cycle may continue or increase as customers adopt our applications. Longer sales cycles could have a material adverse effect on our business, financial condition, and results of operations in a given period.

It typically takes approximately three to nine months to implement a new customer on Dayforce, depending on the number and type of applications, the complexity and scale of the customers’ business, the configuration

 

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requirements, and other factors, many of which are beyond our control. Although our contracts are generally non-cancellable by the customer, at any given time, a significant percentage of our customers may be still in the process of deploying our applications, particularly during periods of rapid growth. Some customers may opt for phased roll outs, which further lengthens the time for Ceridian to see profits from such contracts.

Some of our customers may demand more configuration and integration services, which increase our upfront investment in sales and deployment efforts. Additionally, customers may require increased compliance and initial support costs during the onboarding process. As a result of these factors, we must devote a significant amount of sales support and professional services resources to individual customers, increasing the cost and time required to complete sales. The increased costs associates with completing sales and the implementation process for these customers could have a material adverse effect on our business, financial condition, and results of operations

If our customers are not satisfied with the implementation and professional services provided by us or our partners, it could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on our ability to implement our solutions on a timely, accurate, and cost-efficient basis and to provide professional services demanded by our customers. Implementation and other professional services may be performed by our own staff, by a third party, or by a combination of the two. Although we perform the majority of our implementations and other professional services with our staff, in some instances we work with third parties to increase the breadth of capability and depth of capacity for delivery of certain services to our customers. In 2017, we used third parties to assist us in approximately 20% of our implementation services. If a customer is not satisfied with the quality of work performed by us or a third party or with the implementation or type of professional services or applications delivered, or there are inaccuracies or errors in the work delivered by the third party, then we could incur additional costs to address the situation, the profitability of that work might be impaired, and the customer’s dissatisfaction with such services could damage our ability to expand the number of applications subscribed to by that customer or we could be liable for loss or damage suffered by the customer as a result of such third party’s actions or omissions, any of which could have a material adverse effect on our business, financial condition, and results of operations. If a new customer is dissatisfied with professional service, either performed by us or a third party, the customer could refuse to go-live, which could result in a delay in our collection of revenue or could result in a customer seeking repayment of its implementation fees or suing us for damages, or could force us to enforce the termination provisions in our customer contracts in order to collect revenue. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may affect our ability to compete for new business with current and prospective customers, which could also have a material adverse effect on our business, financial condition, and results of operations.

The loss of a significant portion of our customers, or a failure to renew our subscription agreements with a significant portion of our customers, could have a material adverse effect on our business, financial condition, and results of operations.

The loss of a significant portion of our customers, or a failure of some of them to renew their contracts with us, could have a significant impact on our revenues, reputation, and our ability to obtain new customers. Our agreements with our Dayforce customers are typically structured as having an initial fixed term of between three and five years, with evergreen renewal thereafter; consequently, our customers may choose to terminate their agreements with us at any time after the expiration of the initial term by providing us with the amount of written notice stipulated in the contract. Moreover, acquisitions of our customers could lead to cancellation of our contracts with them or by the acquiring companies, thereby reducing the number of our existing and potential customers. Acquisitions of our partners involved in referring or reselling our solutions could also result in a reduction in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our applications. A failure to retain a significant portion of our customers, or a failure to renew our

 

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subscription agreements with a significant portion of customers, could have a material adverse effect on our business, financial condition, and results of operations.

We often provide service level commitments under our customer contracts. If we fail to meet these contractual commitments, we could be considered to have breached our contractual obligations, obligated to provide credits, refund prepaid amounts related to unused subscription services or face contract terminations, which could have a material adverse effect on our business, financial condition, and results of operations.

Our customer agreements typically provide service level commitments which are measured on a monthly or other periodic basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications, we may be contractually obligated to provide these customers with service credits or refunds for prepaid amounts related to unused subscription services, or we could face contract claims for damages or terminations, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could have a material adverse effect on our business, financial condition, and results of operations.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and could have a material adverse effect on our business, financial condition, and results of operations.

Once our applications are deployed, our customers depend on our support organization to resolve technical issues relating to our applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenues, could increase costs and have an adverse effect on our results of operations. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our applications to existing and prospective customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Regulatory requirements placed on our software and services could impose increased costs on us, delay or prevent our introduction of new products and services, and impair the function or value of our existing products and services.

Our products and services may become subject to increasing regulatory requirements, and as these requirements proliferate, we may be required to change or adapt our products and services to comply. Changing regulatory requirements might render our products and services obsolete or might block us from developing new products and services. This might in turn impose additional costs upon us to comply or to further develop our products and services. It might also make introduction of new products and services more costly or more time-consuming than we currently anticipate and could even prevent introduction by us of new products or services or cause the continuation of our existing products or services to become more costly. Accordingly, such regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations.

Customers depend on our products and services to enable them to comply with applicable laws, which requires us and our third party providers to constantly monitor applicable laws and to make applicable changes to our solutions. If our solutions have not been updated to enable the customer to comply with applicable laws or we fail to update our solutions on a timely basis, it could have a material adverse effect on our business, financial condition, and results of operations.

Customers rely on our solutions to enable them to comply with payroll, HR, and other applicable laws for which the solutions are intended for use. Changes in tax, benefit, and other laws and regulations could require us

 

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to make significant modifications to our products or to delay or to cease sales of certain products, which could result in reduced revenues or revenue growth and our incurring substantial expenses and write-offs. There are thousands of jurisdictions and multiple laws in some or all of such jurisdictions, which may be relevant to the solutions that we or our third party providers provide to our customers. Therefore, we and our third party providers must monitor all applicable laws and as such laws expand, evolve, or are amended in any way, and when new regulations or laws are implemented, we may be required to modify our solutions to enable our customers to comply, which requires an investment of our time and resources. Although we believe that our cloud platform provides us with flexibility to release updates in response to these changes, we cannot be certain that we will be able to make the necessary changes to our solutions and release updates on a timely basis, or at all. In addition, we are reliant on our third party providers to modify the solutions that they provide to our customers as part of our solutions to comply with changes to such laws and regulations. The number of laws and regulations that we are required to monitor will increase as we expand the geographic region in which the solutions are offered. When a law changes, we must then test our solutions to meet the requirements necessary to enable our customers to comply with the new law. If our solutions fail to enable a customer to comply with applicable laws, we could be subject to negative customer experiences, harm to our reputation or loss of customers, claims for any fines, penalties or other damages suffered by our customer, and other financial harm. Additionally, the costs associated with such monitoring implementation of changes are significant. If our solutions do not enable our customers to comply with applicable laws and regulations, it could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, if we fail to make any changes to our products as described herein, which are required as a result of such changes to, or enactment of, any applicable laws in a timely fashion, we could be responsible for fines and penalties implemented by governmental and regulatory bodies. If we fail to provide contracted services, such as processing W-2 tax forms or remitting taxes in accordance with deadlines set by law, our customers could incur fines, penalties, interest, or other damages, which we could be responsible for paying. Our payment of fines, penalties, interest, or other damages as a result of our failure to provide compliance services prior to deadlines may have a material adverse effect on our business, financial condition, and results of operations.

Comprehensive changes to U.S. tax law could adversely affect our business and financial condition, and cause our stock price to decline.

The U.S. Congress has passed comprehensive changes to the taxation of business entities. These changes include, among others, (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) a partial shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base), and (iv) a one-time tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate. Notwithstanding the reduction in the corporate income tax rate, some of the changes included in the new tax law could have a material adverse effect on our business, financial condition, and results of operations.

We operate and are subject to tax in multiple jurisdictions. Audits, investigations, and tax proceedings could have a material adverse effect on our business, results of operations, and financial condition.

We are subject to income and non-income taxes in multiple jurisdictions. Income tax accounting often involves complex issues, and judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are subject to ongoing tax audits in certain jurisdictions. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax reserves as well as tax liabilities going forward. In addition, the application of withholding tax, value added tax, goods and services tax, sales taxes, and other non-income taxes is not always clear and we may be subject to tax audits relating to such withholding or non-income taxes. We believe that our tax positions are reasonable and our tax reserves are adequate to cover any potential liability. However, tax authorities in certain jurisdictions may disagree with our position. If any of these tax authorities were successful in challenging our positions, we may be liable for

 

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additional income tax and penalties and interest related thereto in excess of any reserves established therefor, which may have a significant impact on our results and operations and future cash flow.

Aging software infrastructure may lead to increased costs and disruptions in operations that could negatively impact our financial results.

We have risks associated with aging software infrastructure assets. The age of certain of our assets may result in a need for replacement, or higher level of maintenance costs. A higher level of expenses associated with our aging software infrastructure may have a material adverse effect on our business, financial condition, and results of operations.

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.

Over 30% of our revenue for each of the years ended December 31, 2016 and 2017, was obtained from companies headquartered outside of the United States, primarily from Canada, which accounted for 30.2% and 30.3% of our revenue in such periods, respectively. Our Ceridian Canada Ltd. (“Ceridian Canada”) operations provide certain HCM solutions for our Canadian customers. We are continuing to expand our international Cloud solutions into other countries. As such, our international operations are subject to risks that could adversely affect those operations or our business as a whole, including:

 

    costs of localizing products and services for foreign customers;

 

    difficulties in managing and staffing international operations;

 

    difficulties and increased expenses introducing corporate policies and controls in our international operations;

 

    difficulties with or inability to engage global partners;

 

    reduced or varied protection of intellectual property and other legal rights in some countries;

 

    longer sales and payment cycles;

 

    the burdens of complying with a wide variety of foreign laws;

 

    compliance with applicable anti-bribery laws, including the Foreign Corrupt Practices Act;

 

    additional regulatory compliance requirements;

 

    exposure to legal jurisdictions that may not recognize or interpret customer contracts appropriately;

 

    potentially adverse tax consequences, including the complexities of foreign value added tax systems, the tax cost on the repatriation of earnings, and changes in tax rates;

 

    restrictions on transfer of funds, laws and business practices favoring local competitors;

 

    weaker protection for intellectual property and other legal rights than in the United States;

 

    practical difficulties in enforcing intellectual property and other rights outside of the United States;

 

    exposure to local economic and political conditions; and

 

    changes in currency exchange rates, and in particular, changes in the currency exchange rate between U.S. dollars and Canadian dollars.

In addition, we anticipate that customers and potential customers may increasingly require and demand that a single vendor provide HCM solutions and services for their employees in a number of countries. If we are unable to provide the required services on a multinational basis, there may be a negative impact on our new orders and customer retention, which would negatively impact revenue and earnings. Although we have a

 

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multinational strategy, additional investment and efforts may be necessary to implement such strategy. Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.

If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our applications, which could have a material adverse effect on our business, financial condition, and results of operations.

We have experienced significant growth in the number of users, transactions, and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provision of new customer activations and the expansion of existing customer activations. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters, and the evolution of our applications. However, the provision of new hosting infrastructure requires significant lead time. We have experienced, and may in the future experience, website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource consumption from expansion or modification to our Dayforce code, spikes in customer usage, and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject them to financial penalties, causing us to incur financial liabilities and customer losses, and our operations infrastructure may fail to keep pace with increased sales, causing new customers to experience delays as we seek to obtain additional capacity, which could have a material adverse effect on our business, financial condition, and results of operations.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on the continuation and expansion of relationships with third parties, such as implementation partners, third party sales channel partners, some of whom have exclusive relationships, and technology and content providers. Identifying partners and negotiating and documenting relationships with them requires significant time and resources. In addition, the third parties we partner with may not perform as expected under our agreements, and we may have disagreements or disputes with such third parties, which could negatively affect our brand and reputation.

Additionally, we rely on the expansion of our relationships with our third party partners as we grow our Cloud solutions. Our agreements with third parties are typically non-exclusive and do not prohibit them from working with our competitors. Our competitors may be effective in providing incentives to these same third parties to favor their products or services. In addition, acquisitions of our partners by our competitors could result in a reduction in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our applications by potential customers after an acquisition by any of our competitors.

If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenues could be impaired, which could have a material adverse effect on our business, financial condition, and results of operations. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our applications or increased revenues.

 

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If our current or future applications fail to perform properly, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims, which could have a material adverse effect on our business, financial condition, and results of operations.

Our applications are inherently complex and may contain material defects or errors. Any defects in functionality or that cause interruptions in the availability of our applications could result in:

 

    loss or delayed market acceptance and sales;

 

    breach of warranty or other contractual claims for damages incurred by customers;

 

    errors in application output and resulting fines or penalties;

 

    sales credits or refunds for prepaid amounts related to unused subscription services;

 

    loss of customers;

 

    diversion of development and customer service resources; and

 

    injury to our reputation;

any of which could have a material adverse effect on our business, financial condition, and results of operations. In addition, the costs incurred in correcting any material defects or errors might be substantial.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant. Furthermore, the availability or performance of our applications could be adversely affected by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems, security breaches, or variability in user traffic for our services. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our customers for damages they may incur resulting from certain of these events. Because of the nature of our business, our reputation could be harmed as a result of factors beyond our control. For example, because our customers access our applications through their Internet service providers, if a service provider fails to provide sufficient capacity to support our applications or otherwise experiences service outages, such failure could interrupt our customers’ access to or experience with our applications, which could adversely affect our reputation or our customers’ perception of our applications’ reliability or otherwise have a material adverse effect on our business, financial condition, and results of operations.

Our insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention.

We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition, and results of operations.

Our success depends largely upon the continued services of our key executive officers. We also rely on our leadership team in the areas of research and development, marketing, sales, services, and general and administrative functions, and on mission-critical individual contributors in all such areas. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period, and, therefore, they could terminate their employment with us at any time. Additionally, we do not maintain key man insurance on any of our executive officers or key employees. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business, financial condition, and results of operations.

 

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To execute our growth plan, we must attract and retain highly qualified personnel. Competition for personnel is intense, including without limitation for individuals with high levels of experience in designing and developing software and Internet-related services and senior sales executives. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have or that we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and to retain highly skilled employees. If we fail to attract new personnel or fail to retain and to motivate our current personnel, it could have a material adverse effect on our business, financial condition, and results of operations.

We have significant operations in the Republic of Mauritius. Changes in the laws and regulations in Mauritius or our non-compliance with applicable laws and regulations could have a material adverse effect on our business, financial condition, and results of operations.

Our Mauritius operations, which employ 567 employees as of December 31, 2017, are subject to the laws and regulations of the Republic of Mauritius. The continuance of these operations depends upon compliance with applicable Mauritius environmental, health, safety, labor, social security, pension, and other laws and regulations. Failure to comply with such laws and regulations could result in fines, penalties, or lawsuits. In addition, there is no assurance that we will be able to comply fully with applicable laws and regulations should there be any amendment to the existing regulatory regime or implementation of any new laws and regulations. Changes in the laws and regulations in Mauritius or our non-compliance with applicable laws and regulations could have a material adverse effect on our business, financial condition, and results of operations. Additionally, Mauritius lacks the infrastructure of countries in which we do business, such as the United States, Canada, and the United Kingdom. Any disruption to the electrical grid or catastrophic event in Mauritius could result in a longer response time in our ability to address the issue due to the remote geographic location of Mauritius, which could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, our business and operations in Mauritius entail the procurement of licenses and permits from the relevant authorities. Difficulties or failure in obtaining the required permits, licenses, and certificates could result in our inability to continue our business in Mauritius in a manner consistent with past practice, which could have a material adverse effect on our business, financial condition, and results of operations.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional indebtedness or dilution to our stockholders, and otherwise disrupt our operations, which could have a material adverse effect on our business, financial condition, and results of operations.

We may in the future seek to acquire or to invest in businesses, applications or technologies that we believe could complement or expand our applications, enhance our technical capabilities, or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations, and technologies successfully, or to effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including the inability to integrate or to benefit from acquired technologies or services in a profitable manner, unanticipated costs or liabilities associated with the acquisition, difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business, difficulty converting the customers of the acquired business onto our applications and contract terms, and adverse effects to our existing business relationships with business partners and customer as a result of the acquisition.

 

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If an acquired business fails to meet our expectations, it could have a material adverse effect on our business, financial condition, and results of operations. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could increase our interest payments.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the event that the book value of goodwill or other intangible assets is impaired, any such impairment would be charged to earnings in the period of impairment. In the future, if our acquisitions do not yield expected returns, we may be required to record charges based on this impairment assessment process, which could have a material adverse effect on our financial condition and results of operations.

Adverse economic conditions may have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on the overall demand for HCM solutions and on the economic health of our current and prospective customers. Past financial recessions have resulted in a significant weakening of the economy in North America and globally, the reduction in employment levels, the reduction in prevailing interest rates, more limited availability of credit, a reduction in business confidence and activity, and other difficulties that may affect one or more of the industries to which we sell our applications. In addition, there has been pressure to reduce government spending in the United States, and any tax increases and spending cuts at the federal level might reduce demand for our applications from organizations that receive funding from the U.S. government and could negatively affect the U.S. economy, which could further reduce demand for our applications. Any of these events could have a material adverse effect on our business, financial condition, and results of operations. In addition, there can be no assurance that spending levels for HCM solutions will increase following any recovery.

If we do not keep pace with rapid technological changes and evolving industry standards, we will not be able to remain competitive, and the demand for our services will likely decline.

The markets in which we operate are in general characterized by the following factors:

 

    changes due to rapid technological advances;

 

    additional qualification requirements related to technological challenges; and

 

    evolving industry standards and changes in the regulatory and legislative environment.

Our future success will depend upon our ability to anticipate and to adapt to changes in technology and industry standards, and to effectively develop, to introduce, to market, and to gain broad acceptance of new product and service enhancements incorporating the latest technological advancements.

Our customers may fail to pay us in accordance with the terms of their agreements, which could have a material adverse effect on our business, financial condition, and results of operations.

Our agreements with our Dayforce customers are typically structured as having an initial fixed term of between three and five years, with evergreen renewal thereafter. If customers fail to pay us under the terms of our agreements, we may be unable to collect amounts due and may be required to incur additional costs enforcing the terms of our contracts, including litigation. The risk of such negative effects increases with the term length of our customer arrangements. Furthermore, some of our customers may seek bankruptcy protection or other similar relief and fail to pay amounts due to us, or to pay those amounts more slowly. If our customers fail to pay us in accordance with the terms of their agreements, it could have a material adverse effect on our business, financial condition, and results of operations.

Catastrophic events may disrupt our business.

Our data centers are located in Atlanta, Georgia; Fountain Valley, California; Louisville, Kentucky; St. Petersburg, Florida; and Winnipeg, Canada. Additionally, our data centers hosted by third parties and our

 

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corporate offices are located in Boston, Massachusetts; Melbourne, Australia; Minneapolis, Minnesota; Redhill, England; Santa Clara, California; Sydney, Australia; Toronto, Canada; Vancouver, Canada; and Woking, England. Any location in any part of the world is susceptible to natural disasters or other risks beyond our control and its third party contractors that could impact operations. For example, the west coast of the United States contains active earthquake zones, the Midwest is subject to periodic tornadoes, and the east coast is subject to seasonal hurricanes and snowstorms. Additionally, we employ a substantial number of employees located in the Republic of Mauritius, which is subject to seasonal hurricanes, and the geographic remoteness of the location may create additional delays in recovery from any catastrophic event. Additionally, we rely on our network and third party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational support, hosted services and sales activities. In the event of a major earthquake, tornado, hurricane, or catastrophic event, such as fire, power loss, telecommunications failure, cyber-attack, war, or terrorist attack in any of our domestic or international locations, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have a material adverse effect on our business, financial condition, and results of operations.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We primarily rely on copyright, trade secret, and trademark laws; trade secret protection; and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be ineffective or inadequate.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and to protect these rights. Litigation brought to protect and to enforce our intellectual property rights could be costly, time-consuming, and distracting to management, with no guarantee of success, and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, to protect, and to enforce our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations.

Litigation and regulatory investigations aimed at us or resulting from actions of our predecessor may result in significant financial losses and harm to our reputation.

We face risk of litigation, regulatory investigations, and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to breaches of contractual obligations or tortious claims from customers or other third parties, fines, penalties, interest, or other damages as a result of erroneous transactions, breach of data privacy laws, or lawsuits and legal actions related to our predecessors. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory, or criminal proceedings against our directors, officers, or employees; and the probability and amount of liability, if any, may remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests, and book and records examinations, from regulators and other authorities in the geographical markets in which we operate. A substantial liability arising from a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition, and results or operations.

Additionally, we are subject to claims and investigations as a result of our predecessor, Control Data Corporation (“CDC”), Ceridian Corporation, and other former entities for whom we are successor-in-interest with respect to assumed liabilities. For example, in September 1989, CDC became party to an environmental

 

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matters agreement with Seagate Technology plc (“Seagate”) related to groundwater contamination on a parcel of real estate in Omaha, Nebraska sold by CDC to Seagate. In February 1988, CDC entered into an arrangement with Northern Engraving Corporation and the Minnesota Pollution Control Agency in relation to groundwater contamination at a site in Spring Grove, Minnesota. In August 2017, we received notice of a mesothelioma claim related to CDC. Although we are fully reserved for the groundwater contamination liabilities, we cannot at this time accurately assess the merits of these claims, and we cannot be certain if additional liabilities related to such predecessor companies will surface. Moreover, even if we ultimately prevail in or settle any litigation, regulatory action, or investigation, we could suffer significant harm to our reputation, which could materially affect our ability to attract new customers, to retain current customers, and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition, and results of operations.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, including parties commonly referred to as “patent trolls,” may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, others may claim that our applications and underlying technology infringe or violate their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We contractually agree to indemnify our customers with respect to claims of intellectual property infringement relating to our products, and may also be obligated to indemnify our customers or business partners or to pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation, and to obtain licenses, to modify applications, or to refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. Any such events could have a material adverse effect on our business, financial condition, and results of operations.

Some of our applications utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could have a material adverse effect on our business, financial condition, and results of operations.

Some of our applications include software covered by open source licenses, which may include, by way of example, GNU General Public License and the Apache License. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our applications. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, to re-engineer all or a portion of our technologies, or otherwise to be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could have a material adverse effect on our business, financial condition, and results of operations.

 

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We employ third party software for use in or with both our applications and our internal operations, and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which could have a material adverse effect on our business, financial condition, and results of operations.

Our applications, including Dayforce, incorporate certain third party software obtained under licenses from other companies. Additionally, we are reliant on third party software licenses for our internal operational applications. We anticipate that we will continue to rely on such third party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third party software we currently license, this may not always be the case, or it may be difficult or costly to replace, and our failure to migrate off end of life software may significantly impact our customer’s ability to operate. In addition, integration of the software used in our applications and in our operations with new third party software may require significant work and require substantial investment of our time and resources. Also, our use of additional or alternative third party software would require us to enter into license agreements with third parties.

Additionally, if the quality of our third party software declines, the overall quality of our products may be negatively impacted. To the extent that our applications depend upon the successful operation of third party software in conjunction with our software, any undetected errors or defects in this third party software could prevent the deployment or impair the functionality of our applications, delay new application introductions, and result in a failure of our applications, which could have a material adverse effect on our business, financial condition, and results of operations.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for our applications, and could have a material adverse effect on our business, financial condition, and results of operations.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication, and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Changes in these laws or regulations could require us to modify our applications in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees, or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, resulting in reductions in the demand for Internet-based applications such as ours, any of which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, the use of the Internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the Internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms,” and similar malicious programs, and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the Internet is adversely affected by these issues, demand for our applications could suffer, which could have a material adverse effect on our business, financial condition, and results of operations.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The forecasts in this prospectus relating to the expected growth in the enterprise

 

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software applications, enterprise resource management software and SaaS markets may prove to be inaccurate. Even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as necessarily indicative of our future growth.

We may pay employees and taxing authorities amounts due for a payroll period before a customer’s electronic funds transfers are settled with finality to our account, or make erroneous payments to employees, taxing authorities, or other entities. If customer payments are rejected by banking institutions or otherwise fail to clear into our accounts, or recovery of erroneous payments are not quickly resolved, we may require additional sources of short-term liquidity which could have a material adverse effect on our business, financial condition, and results of operations.

Our payroll processing business involves the movement of significant funds from the account of a customer to employees and relevant taxing authorities. We debit a customer’s account prior to any disbursement on its behalf. Due to ACH, banking regulations, funds previously credited could be reversed under certain circumstances and timeframes after our payment of amounts due to employees and taxing and other regulatory authorities. There is, therefore, a risk that the employer’s funds will be insufficient to cover the amounts we have already paid on its behalf. While such funding shortage or erroneous payments and accompanying financial exposure has only occurred in limited instances in the past, should customers default on their payment obligations in the future or erroneous payment recovery be unsuccessful, we might be required to advance substantial amounts of funds to cover such obligations. In such an event, we may be required to seek additional sources of short-term liquidity, which may not be available on reasonable terms, which could have a material adverse effect on our business, financial condition, and results of operations. Further, should a customer whose funds are reversed subsequently have financial difficulty, collection of the funds advanced by us on its behalf may be difficult.

Customer funds that we hold are subject to market, interest rate, credit, and liquidity risks. The loss of these funds could have a material adverse effect on our business, financial condition, and results of operations.

We invest funds held in trust for our customers in liquid, investment-grade marketable securities, money market securities, and other cash equivalents. Nevertheless, our customer fund assets are subject to general market, interest rate, credit, and liquidity risks. These risks may be exacerbated, individually or in unison, during periods of unusual financial market volatility. In the event of a global financial crisis, such as that experienced in 2008, we could be faced with a severe constriction of the availability of liquidity, which could impact our ability to fund payrolls. Any loss of or inability to access customer funds could have an adverse impact on our cash position and results of operations and could require us to obtain additional sources of liquidity, and could have a material adverse effect on our business, financial condition, and results of operations.

If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease. Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and otherwise have a material adverse effect on our business, financial condition, and results of operations.

The application of federal, state, and local tax laws to services provided electronically is evolving. New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the Internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately have a material adverse effect on our results of operations and cash flows.

In addition, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us (possibly with retroactive effect), which could require us or our customers to

 

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pay additional tax amounts, as well as require us or our customers to pay fines or penalties and interest for past amounts.

For example, we might lose sales or incur significant expenses if states successfully impose broader guidelines on state sales and use taxes. A successful assertion by one or more states requiring us to collect sales or other taxes on the licensing of our software or provision of our services could result in substantial tax liabilities for past transactions and otherwise harm our business. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that change over time. We review these rules and regulations periodically and, when we believe we are subject to sales and use taxes in a particular state, we may voluntarily engage state tax authorities in order to determine how to comply with that state’s rules and regulations. There is no guarantee that we will not be subject to sales and use taxes or related penalties for past sales in states where we currently believe no such taxes are required.

Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we might be liable for past taxes in addition to taxes going forward. Liability for past taxes might also include substantial interest and penalty charges. Our customers are typically wholly responsible for applicable sales and similar taxes. Nevertheless, customers might be reluctant to pay back taxes and might refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and to pay back taxes and the associated interest and penalties, and if our customers fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial. Moreover, imposition of such taxes on us going forward will effectively increase the cost of our software and services to our customers and might adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed.

We have underfunded pension plan liabilities. We will require current and future operating cash flow to fund these shortfalls. We have no assurance that we will generate sufficient cash flow to satisfy these obligations.

We maintain defined benefit pension plans covering employees who meet age and service requirements. While our U.S. pension plans have been closed and frozen, our net pension liability and cost is materially affected by the discount rate used to measure pension obligations, the longevity and actuarial profile of our plan participants, the level of plan assets available to fund those obligations, and the actual and expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets, particularly equity securities, or in a change in the expected rate of return on plan assets. Assets available to fund the pension and other postemployment benefit obligations of our plans, as of December 31, 2017, were approximately $438.6 million, or approximately $174.0 million less than the measured pension and post-retirement benefit obligation on a U.S. GAAP basis. In addition, any changes in the discount rate could result in a significant increase or reduction in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net periodic pension cost in the following years. Similarly, changes in the expected return on plan assets can result in significant changes in the net periodic pension cost in the following years.

Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition, and results of operations.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering, and in each year thereafter. Our auditors will also need to attest to the effectiveness of our internal control over financial reporting in the future to the extent we are no longer an emerging growth company, as defined by the JOBS Act,

 

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and are not a smaller reporting company. We recently identified a material weakness related to our assessment of valuation allowance and classification of deferred tax liabilities associated with intangible assets for 2016 and prior periods. We remediated the material weakness and did not have a material weakness in connection with the 2017 audit; however, we cannot guarantee that we will not have additional material weaknesses in the future. If we are unable to maintain adequate internal control over financial reporting or if we identify additional material weaknesses in our internal control over financial reporting, we may be unable to report our financial information accurately on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules, may breach the covenants under our credit facilities, and incur additional costs. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could have a material adverse effect on our business, financial condition, and results of operations.

We will incur increased costs and obligations as a result of being a public company.

As a publicly traded company, and particularly after we cease to be an emerging growth company (to the extent that we take advantage of certain exceptions from reporting requirements that are available under the JOBS Act as an emerging growth company), we will incur additional legal, accounting and other expenses that we were not required to incur in the past. After this offering, we will be required to file with the SEC annual and quarterly information and other reports that are specified in Section 13 of the Exchange Act. We will also become subject to other reporting and corporate governance requirements, including the requirements of the NYSE, the TSX, and certain provisions of the Sarbanes-Oxley Act, and the regulations promulgated thereunder, which will impose additional compliance obligations upon us. As a public company, we will, among other things:

 

    prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable stock exchange rules;

 

    create or expand the roles and duties of our board of directors (our “Board”) and committees of the Board;

 

    institute more comprehensive financial reporting and disclosure compliance functions;

 

    enhance our investor relations function; and

 

    involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These changes will require a commitment of additional resources, and many of our competitors already comply with these obligations. We may not be successful in implementing these requirements, and the commitment of resources required for implementing them could have a material adverse effect on our business, financial condition, and results of operations.

The changes necessitated by becoming a public company require a significant commitment of resources and management oversight that has increased and may continue to increase our costs and could place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. If we are unable to offset these costs through other savings, then it could have a material adverse effect on our business, financial condition, and results of operations.

We are an “emerging growth company” and may elect to comply with reduced reporting requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an emerging growth company, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: exemption from compliance with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and stockholder approval of any golden parachute payments not previously approved. In addition, even if we comply with the greater obligations of public companies that are not emerging growth companies

 

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immediately after the initial public offering, we may avail ourselves of the reduced requirements applicable to emerging growth companies from time to time in the future. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period, whether or not issued in a registered offering.

We may not be able to utilize a significant portion of our net operating loss or research tax credit carryforwards, which could have a material adverse effect on our financial condition and results of operations.

As of December 31, 2017, we had federal and state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2029 and 2018 for federal and state purposes, respectively. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. This offering or future issuances of our stock could cause an “ownership change.” It is possible that an ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

Changes in generally accepted accounting principles in the United States could have a material adverse effect on our previously reported results of operations.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC, and various bodies formed to promulgate and to interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our previously reported results of operations and could affect the reporting of transactions completed before the announcement of a change.

In May 2014, the FASB issued new revenue recognition guidance under Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which is effective for our interim and annual periods beginning after December 31, 2017. Under this new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue that is recognized. In order to be able to comply with the requirements of ASU 2014-09 beginning in the first quarter of 2018, we need to update and to enhance our internal accounting systems, processes, and our internal controls over financial reporting. This has required, and will continue to require, additional investments by us, and may require incremental resources and system configurations that could increase our operating costs in future periods. If we are not able to properly implement ASU 2014-09 in a timely manner, the revenue that we recognize and the related disclosures that we provide under ASU 2014-09 may not be complete or accurate, and we could fail to meet our financial reporting obligations in a timely manner.

 

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Risks Related to Our Indebtedness

We are a holding company and rely on dividends, distributions, and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash transfers in the form of intercompany loans and receivables from our subsidiaries to meet our obligations. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason also could limit or impair their ability to pay dividends or other distributions to us.

Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.

Our outstanding indebtedness as of December 31, 2017 consisted of (i) a $702.0 million Senior Term Loan and (ii) a $130.0 million Revolving Facility. In addition, as of December 31, 2017, we had the Senior Notes in the principal amount of $475.0 million outstanding. The Senior Credit Facilities is secured substantially by all of our assets. The Senior Term Loan has a maturity date of September 15, 2020, and the Revolving Facility has a maturity date of September 15, 2019. As of December 31, 2017, we had $657.3 million outstanding principal under our Senior Term Loan and no principal outstanding under our Revolving Facility. The Senior Notes are unsecured and have a maturity date of March 15, 2021.

Our outstanding indebtedness and any additional indebtedness we incur may have important consequences for us, including, without limitation, that:

 

    we may be required to use a substantial portion of our cash flow to pay the principal of and interest on our indebtedness;

 

    our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressures;

 

    our ability to obtain additional financing for working capital, capital expenditures, acquisitions and for general corporate and other purposes may be limited;

 

    our indebtedness may expose us to the risk of increased interest rates because certain of our borrowings, including and most significantly our borrowings under our Senior Credit Facilities, are at variable rates of interest;

 

    our indebtedness may prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our business; and

 

    our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.

Under the terms of the agreements governing our Senior Credit Facilities, we are required to comply with specified operating covenants and, under certain circumstances, a financial covenant applicable to the Revolving Facility, which may limit our ability to operate our business as we otherwise might operate it. For example, the obligations under the Senior Credit Facilities may be accelerated upon the occurrence of an event of default, including, without limitation, payment defaults, cross-defaults to certain material indebtedness, covenant defaults, material inaccuracy of representations and warranties, bankruptcy events, material judgments, material defects with respect to guarantees and collateral, and change of control. The indenture governing the Senior Notes provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross acceleration defaults to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts, and the failure of any guaranty by a significant party to be in full force and effect. If any such event of default occurs, it may permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes issued under the indenture to be due and payable immediately. If not cured, an event of default could result

 

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in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable, which would require us, among other things, to seek additional financing in the debt or equity markets, to refinance or restructure all or a portion of our indebtedness, to sell selected assets, and/or to reduce or to delay planned capital or operating expenditures. Such measures might not be sufficient to enable us to service our debt, and any such financing or refinancing might not be available on economically favorable terms or at all. If we are not able to generate sufficient cash flows to meet our debt service obligations or are forced to take additional measures to be able to service our indebtedness, it could have a material adverse effect on our business, financial condition, and results of operations.

Despite our substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. Although the agreements governing our Senior Credit Facilities and Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we can incur in compliance with these restrictions could be substantial. For example, pursuant to incremental facilities under the Senior Credit Facilities, we may incur up to (i) an aggregate amount of $175.0 million of additional secured or unsecured debt plus (ii) an unlimited additional amount of secured or unsecured debt, subject to compliance with certain leverage-based tests, as described in the agreements governing our Senior Credit Facilities. If we incur additional debt, the risks associated with our substantial leverage would increase.

Restrictive covenants in the agreements governing our Senior Credit Facilities and Senior Notes may restrict our ability to pursue our business strategies.

The agreements governing our Senior Credit Facilities and Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us, and may limit our ability to engage in acts that may be in our long-term best interests. These include covenants restricting, among other things, our (and our subsidiaries’) ability:

 

    to incur additional indebtedness or other contingent obligations;

 

    to grant liens;

 

    to enter into burdensome agreements with negative pledge clauses or restrictions on subsidiary distributions;

 

    to pay dividends or make other distributions in respect of equity;

 

    to make payments in respect of junior lien or subordinated debt;

 

    to make investments, including acquisitions, loans, and advances;

 

    to consolidate, to merge, to liquidate, or to dissolve;

 

    to sell, to transfer, or to otherwise dispose of assets;

 

    to engage in transactions with affiliates;

 

    to materially alter the business that we conduct; and

 

    to amend or to otherwise change the terms of the documentation governing certain restricted debt.

The documentation governing Senior Credit Facilities contains a financial covenant applicable only to the Revolving Facility, which requires that Ceridian maintain a ratio of adjusted first lien debt to Adjusted EBITDA (with certain adjustments as set forth in the Company’s credit documents) below a specified level on a quarterly basis. However, such requirement is applicable at the end of a fiscal quarter only if more than 35% of the Revolving Facility (with an exclusion for certain letters of credit) is drawn at the end of such fiscal quarter. Our

 

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ability to meet that financial ratio can be affected by events beyond our control, and we cannot assure you that we will be able to meet that ratio. The covenant did not apply as of December 31, 2017, but there can be no assurance that we will be in compliance with such covenant in the future. A breach of any covenant or restriction contained in the agreements governing our Senior Credit Facilities could result in a default under those agreements. If any such default occurs, a majority of the lenders under the Senior Credit Facilities (or, in the case of the financial covenant described above, a majority of the lenders under the Revolving Facility), may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the Senior Term Loan and Revolving Facility also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings. Further, following an event of default under the agreements governing our Senior Credit Facilities, the administrative agent, on behalf of the secured parties under the Senior Credit Facilities, will have the right to proceed against the collateral granted to them to secure that debt. If the debt under the Senior Term Loan or Revolving Facility was to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.

In the future, we may be dependent upon our lenders for financing to execute our business strategy and to meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition, and results of operations.

During periods of volatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the Revolving Facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow, it could be difficult to obtain sufficient funding to execute our business strategy or to meet our liquidity needs, which could have a material adverse effect on our business, financial condition, and results of operations.

Our debt may be downgraded, which could have a material adverse effect on our business, financial condition, and results of operations.

A reduction in the ratings that rating agencies assign to our short and long-term debt may negatively impact our access to the debt capital markets and increase our cost of borrowing, which could have a material adverse effect on our business, financial condition, and results of operations.

Volatility and weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.

Banking and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we currently can access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. These factors, including the tightening of credit markets, could adversely affect our ability to obtain cost-effective financing. Increased volatility and disruptions in the financial markets also could make it more difficult and more expensive for us to refinance outstanding indebtedness and to obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws, or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a reduction in the amount of available credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect our lenders, insurers, customers, and other counterparties. Any of these results could have a material adverse effect on our business, financial condition, and results of operations.

 

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Risks Related to Our Initial Public Offering and Ownership of Our Common Stock

There is no existing market for our common stock and an active, liquid trading market for our common stock may not develop.

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock will be determined by negotiation between us and the underwriters, and may not be indicative of prices that will prevail after the completion of this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price.

The price of our common stock may be volatile and you could lose all or part of your investment.

Securities markets worldwide have experienced in the past, and are likely to experience in the future, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions could reduce the market price of our common stock regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein and other factors beyond our control. Factors affecting the trading price of our common stock could include:

 

    market conditions in the broader stock market;

 

    actual or anticipated variations in our quarterly results of operations;

 

    developments in our industry in general;

 

    variations in operating results of similar companies;

 

    introduction of new services by us, our competitors, or our customers;

 

    issuance of new, negative, or changed securities analysts’ reports or recommendations or estimates;

 

    investor perceptions of us and the industries in which we or our customers operate;

 

    sales, or anticipated sales, of our stock, including sales by our officers, directors, and significant stockholders;

 

    additions or departures of key personnel;

 

    regulatory or political developments;

 

    the public’s response to press releases or other public announcements by us or third parties, including our filings with the Securities and Exchange Commission (the “Commission”);

 

    announcements, media reports or other public forum comments related to litigation, claims or reputational charges against us;

 

    guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;

 

    the development and sustainability of an active trading market for our common stock;

 

    investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

 

    other events or factors, including those resulting from system failures and disruptions, earthquakes, hurricanes, war, acts of terrorism, other natural disasters or responses to these events;

 

    changes in accounting principles;

 

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    share-based compensation expense under applicable accounting standards;

 

    litigation and governmental investigations; and

 

    changing economic conditions.

These and other factors may cause the market price and demand for shares of our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock sometimes have instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could have a material adverse effect on our business, financial condition, and results of operations.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could cause the market price for our common stock to decline.

Upon consummation of this offering, there will be                shares of our common stock outstanding. All shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act. At the time of this offering, we also will have                registered shares of common stock reserved for issuance under our equity incentive plans of which options to purchase                 shares of common stock and restricted stock units representing                shares of common stock are outstanding and options to purchase                shares of common stock and restricted stock units representing                 shares of common stock will be issued in connection with this offering, which shares may be issued upon issuance and once vested, subject to any applicable lock-up restrictions then in effect. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales will occur, could cause the market price of our common stock to decline. Of the remaining shares of common stock outstanding,                 will be restricted securities within the meaning of Rule 144 under the Securities Act and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act, or are sold pursuant to an exemption from registration such as Rule 144 or Rule 701, as described in “Shares Eligible for Future Sale.”

We, each of our officers and directors, the Sponsors, and significantly all our existing stockholders have agreed that (subject to certain exceptions), for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. See “Underwriting.” Following the expiration of the applicable lock-up period, all of the issued and outstanding shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period, and other limitations of Rule 144. See “Shares Eligible for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future.

If securities or industry analysts publish unfavorable research about our business, or if our competitors’ stock performance decline, the price of our common stock and our trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently publish research on our company. Once securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our common stock or publish unfavorable research about our business, the price of our common stock likely would decline. Additionally, if one of our competitor’s stock performance declines, the

 

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price of our common stock and our trading volume could decline as well. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, or if one of our competitor’s stock performance declines, demand for our common stock could decrease, which might cause the price of our common stock and trading volume to decline.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third party claims against us and may reduce the amount of money available to us.

Our third amended and restated certificate of incorporation and amended and restated bylaws that will be in effect prior to the completion of this offering provide that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Pursuant to our charter, our directors will not be liable to the company or any stockholders for monetary damages for any breach of fiduciary duty, except (i) acts that breach his or her duty of loyalty to the company or its stockholders, (ii) acts or omissions without good faith or involving intentional misconduct or knowing violation of the law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (the “DGCL”) or (iv) for any transaction from which the director derived an improper personal benefit. The bylaws also require us, if so requested, to advance expenses that such director or officer incurred in defending or investigating a threatened or pending action, suit or proceeding, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third party claims against us and may reduce the amount of money available to us.

We have elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies, which could make our common stock less attractive to some investors or otherwise harm our stock price.

Because we qualify as a “controlled company” under the corporate governance rules for publicly-listed companies, we are not required to have a majority of our Board be independent under the applicable rules of the NYSE, nor are we required to have a compensation committee or a nominating and corporate governance committee comprised entirely of independent directors. In light of our status as a controlled company, our Board will establish a compensation committee, and a nominating and corporate governance committee that will not be comprised solely of independent members at the time of the offering. In addition, we may choose to change our Board composition. Accordingly, should the interests of our Sponsors differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for publicly-listed companies. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future to repay indebtedness and to support our general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares. However, the payment of future dividends will be at the discretion of our Board, subject to applicable law, and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual

 

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restrictions that apply to the payment of dividends, and other considerations that our Board deems relevant. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make the payment of dividends on our common stock.

If you purchase shares of our common stock in our initial public offering, you will experience substantial and immediate dilution.

The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our net tangible book value as of December 31, 2017, and the initial public offering price of $                per share, you will incur immediate and substantial dilution in the amount of $                per share. See “Dilution.”

Anti-takeover protections in our third amended and restated certificate of incorporation, our amended and restated bylaws or our contractual obligations may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.

Provisions contained in our third amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the DGCL, could delay or make it more difficult to remove incumbent directors or could impede a merger, takeover or other business combination involving us or the replacement of our management, or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock, even if it would benefit our stockholders.

In addition, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to                shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series. The issuance of shares of preferred stock or the adoption of a stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. See “Description of Capital Stock—Anti-takeover Provisions.”

In addition, under the agreements governing our Senior Credit Facilities, a change of control would cause us to be in default. In the event of a change of control default, the administrative agent under our Senior Credit Facilities would have the right (or, at the direction of lenders holding a majority of the loans and commitments under our Senior Credit Facilities, the obligation) to accelerate the outstanding loans and to terminate the commitments under our Senior Credit Facilities, and if so accelerated, we would be required to repay all of our outstanding obligations under our Senior Credit Facilities. In addition, from time to time we may enter into contracts that contain change of control provisions that limit the value of, or even terminate, the contract upon a change of control. These change of control provisions may discourage a takeover of our company, even if an acquisition would be beneficial to our stockholders.

Our third amended and restated certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our third amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our

 

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stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our third amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our third amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that will be contained in our third amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, and results of operations.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, statements concerning the conditions of the HCM solutions industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:

 

    our inability to attain or to maintain profitability;

 

    significant competition for our solutions;

 

    our inability to continue to develop or to sell our existing Cloud solutions;

 

    our inability to manage our growth effectively;

 

    the risk that we may not be able to successfully migrate our Bureau customers to our Cloud solutions or to offset the decline in Bureau revenue with Cloud revenue;

 

    the market for enterprise cloud computing develops slower than we expect or declines;

 

    efforts to increase use of our Cloud solutions and our other applications may not succeed;

 

    we fail to provide enhancements and new features and modifications to our solutions;

 

    failure to comply with the FTC’s ongoing consent order regarding data protection;

 

    system interruptions or failures, including cyber-security breaches, identity theft, or other disruptions that could compromise our information;

 

    our failure to comply with applicable privacy, security and data laws, regulations and standards;

 

    changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;

 

    we are unable to successfully expand our current offerings into new markets or further penetrate existing markets;

 

    we are unable to meet the more complex configuration and integration demands of our large customers;

 

    our customers declining to renew their agreements with us or renewing at lower performance fee levels;

 

    we fail to manage our technical operations infrastructure;

 

    we are unable to maintain necessary third party licenses or errors;

 

    our inability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;

 

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    we fail to keep pace with rapid technological changes and evolving industry standards; or

 

    changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself.

See “Risk Factors” for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. Any forward-looking statement made by us in this speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $        million, or approximately $        million if the underwriters exercise in full their option to purchase additional shares, assuming an initial public offering price of $                per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering for the repayment of a portion of our outstanding debt and for general corporate purposes.

Assuming no exercise of the underwriters’ option to purchase additional shares, each $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. Similarly, an increase (decrease) of one million shares of common stock sold in this offering by us would increase (decrease) our net proceeds by $        , assuming the initial public offering price of $        (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds. The occurrence of unforeseen events or changed business conditions could result in application of the net proceeds of this offering in a manner other than as described in this prospectus.

 

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DIVIDEND POLICY

We do not currently intend to pay cash dividends on our common stock in the foreseeable future. However, in the future, subject to the factors described below and our future liquidity and capitalization, we may change this policy and choose to pay dividends.

Our ability to pay dividends is currently restricted by the terms of our Senior Credit Facilities (as defined on page 10 of this prospectus) and may be further restricted by any future indebtedness we incur.

We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock is dependent upon cash dividends and distributions and other transfers from our subsidiaries.

In addition, under Delaware law, our Board may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.

Any future determination to pay dividends will be at the discretion of our Board and will take into account:

 

    restrictions in our debt instruments, including our Senior Credit Facilities;

 

    general economic business conditions;

 

    our earnings, financial condition, and results of operations;

 

    our capital requirements;

 

    our prospects;

 

    legal restrictions; and

 

    such other factors as our Board may deem relevant.

See “Risk Factors—Risks Relating to Our Initial Public Offering and Ownership of Our Common Stock—Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price,” “Risk Factors—Risks Related to Our Indebtedness—We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Description of Material Indebtedness,” and “Description of Capital Stock.”

 

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CAPITALIZATION

The following table sets forth our cash and equivalents and our capitalization as of December 31, 2017:

 

    on an actual basis;

 

    on a pro forma basis to give effect to (i) the LifeWorks Disposition and (ii) the Preferred Conversion; and

 

    on a pro forma as adjusted basis to give further effect to (i) the Debt Refinancing, (ii) our amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the consummation of this offering, and (iii) the sale of                  shares of our common stock in this offering at an assumed public offering price of $         per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and the application of the net proceeds received by us from this offering as described under “Use of Proceeds.”

This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and the consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

 

     As of December 31, 2017  
     Actual     Pro Forma      Pro Forma
As Adjusted (1)
 
     (Dollars in millions)  

Cash and equivalents

   $ 99.6     $                   $               
  

 

 

   

 

 

    

 

 

 

Debt (2)

   $ 1,119.8     $      $  

Stockholders’ equity:

       

Common stock, $0.01 par value per share, 300,000,000 shares authorized, actual and as adjusted, and             shares authorized, pro forma as adjusted, 130,571,925 shares issued and outstanding, actual, and              shares issued and outstanding, pro forma and              shares issued and outstanding pro forma as adjusted (3)

     1.3       

Senior preferred stock, $0.01 par value per share, 70,000,000 shares authorized, actual and as adjusted, and             shares authorized, pro forma as adjusted, 16,802,144 shares issued and outstanding, actual, and              shares issued and outstanding, pro forma and              shares issued and outstanding pro forma as adjusted.

     184.8       

Junior preferred stock, $0.01 par value per share, 70,000,000 shares authorized, actual and as adjusted, and             shares authorized, pro forma as adjusted, 58,244,308 shares issued and outstanding, actual and              shares issued and outstanding pro forma and              shares issued and outstanding pro forma as adjusted

     0.6       

Additional paid in capital

     1,564.8       

Accumulated deficit

     (348.2     

Accumulated other comprehensive loss

     (312.1     
  

 

 

   

 

 

    

 

 

 

Total stockholders’ equity

     1,091.2       
  

 

 

   

 

 

    

 

 

 

Total capitalization

   $ 2,211.0     $      $  
  

 

 

   

 

 

    

 

 

 

 

(1) Each $1.00 increase or decrease in the public offering price per share would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by $        million (assuming no exercise of the underwriters’ option to purchase additional shares). Similarly, an increase or decrease of one million shares of common stock sold in this offering by us would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by $        , based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.
(2) For a description of our existing indebtedness, see “Description of Material Indebtedness.” For a description of our Debt Refinancing, see “Prospectus Summary—Debt Refinancing.”
(3) The number of shares of common stock issued and outstanding does not give effect to the exchange of the Exchangeable Shares for an indirect equity interest in our common stock.

 

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock upon the consummation of this offering. Dilution results from the fact that the per share offering price of our common stock is in excess of the book value per share attributable to new investors.

Our pro forma net tangible book value as of December 31, 2017 was $        , or $          per share of common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities after giving effect to (i) the LifeWorks Disposition and (ii) the Preferred Conversion, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of common stock outstanding.

After giving further effect to (i) the Debt Refinancing, (ii) the sale of                  shares of common stock in this offering at the assumed initial public offering price of $          per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), and (iii) the application of the net proceeds from this offering, our pro forma as adjusted net tangible book value as of December 31, 2017 would have been $          million, or $                  per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $                  per share to our existing investors and an immediate dilution in pro forma as adjusted net tangible book value of $         per share to new investors.

The following table illustrates this dilution on a per share of common stock basis:

 

Assumed initial public offering price per share

      $               

Pro forma net tangible book value per share as of December 31, 2017

     

Increase in pro forma net tangible book value per share attributable to new investors

   $                  
  

 

 

    

Pro forma as adjusted net tangible book value per share after this offering

     
     

 

 

 

Dilution in net tangible book value per share to new investors in this offering

      $  
     

 

 

 

Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), would increase (decrease) our as adjusted net tangible book value, after this offering by $        million, or $        per share and the dilution per share to new investors by $        , in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

A one million increase (decrease) in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value by approximately $        million, or $        per share, and the dilution per share to new investors by approximately $        , in each case assuming the initial public offering price of $        per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2017, after giving effect to (i) the LifeWorks Disposition and the Preferred Conversion, and (ii) the Debt Refinancing, this offering, the total number of shares of common stock purchased from us, the total cash consideration paid to us,

 

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or to be paid, and the average price per share paid, or to be paid, by new investors purchasing shares in this offering, at an assumed initial public offering price of $         per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions:

 

     Shares Purchased     Total Consideration     Average
Price

Per Share
 
     Number      Percent     Amount      Percent    

Existing stockholders

               $                        $           

New investors

            
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

        100.0     $        100.0   $  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

If the underwriters were to fully exercise their option to purchase                  additional shares of our common stock, the percentage of shares of our common stock held by existing investors would be     %, and the percentage of shares of our common stock held by new investors would be     %.

The foregoing tables and calculations exclude (i)                shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2017 under the 2013 Plan and (ii)                shares of our common stock reserved for future issuance under our 2018 Plan as of the date hereof, which will be effective upon the completion of this offering. To the extent the options are exercised, there will be further dilution to new investors. The foregoing tables and calculations also do not give effect to the exchange of the Exchangeable Shares for an indirect equity interest in our common stock.

The above discussion and tables are based on the number of shares outstanding at December 31, 2017. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth selected historical consolidated financial data for the periods as of the dates indicated. We derived the consolidated statements of operations data for the years ended December 31, 2017, 2016, and 2015, and the consolidated balance sheet data as of December 31, 2017, 2016, and 2015, from our audited consolidated financial statements included elsewhere in this prospectus.

Our historical results are not necessarily indicative of future results of operations. You should read the information set forth below together with “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

 

     Year ended December 31,  
     2017     2016     2015  
     (Dollars in millions, except share and per share
amounts)
 

Consolidated Statements of Operations Data:

      

Total revenue

   $ 750.7     $ 704.2     $ 693.9  

Cost of revenue

     457.7       445.3       413.1  

Selling, general, and administrative expenses

     253.0       249.8       245.5  

Other expense, net

     7.4       13.2       27.8  

Interest expense, net

     87.1       87.4       87.8  
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (54.5     (91.5     (80.3

Income tax (benefit) expense

     (44.7     17.8       8.6  
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (9.8     (109.3     (88.9

(Loss) income from discontinued operations

     (0.7     16.5       (15.8
  

 

 

   

 

 

   

 

 

 

Net loss

     (10.5     (92.8     (104.7

Net (loss) income attributable to noncontrolling interest

     (1.3     0.1       —    
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

   $ (9.2   $ (92.9   $ (104.7
  

 

 

   

 

 

   

 

 

 

Net loss per share attributable to Ceridian:

      

Basic

   $ (0.23   $ (0.82   $ (0.81

Diluted

   $ (0.23   $ (0.82   $ (0.81

Weighted average shares outstanding:

      

Basic

     130,409,920       129,976,675       129,849,690  

Diluted

     130,409,920       129,976,675       129,849,690  

 

     As of December 31,  
     2017      2016      2015  
     (Dollars in millions)  

Consolidated Balance Sheet Data:

        

Cash and equivalents

   $ 99.6      $ 131.4      $ 63.2  

Total assets

     6,729.9        6,326.0        6,984.9  

Long-term debt (1)

     1,119.8        1,139.8        1,143.4  

Total liabilities

     5,600.9        5,307.4        6,030.1  

Working capital

     49.9        66.0        41.7  

Total stockholders’ equity

   $ 1,091.2      $ 979.9      $ 954.8  

 

(1) Excludes the current portion of our long-term debt of $0.0 million as of December 31, 2017, $2.3 million as of December 31, 2016, and $7.0 million as of December 31, 2015.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated financial data consists of unaudited pro forma consolidated statements of operations for the year ended December 31, 2017 and an unaudited pro forma consolidated balance sheet as of December 31, 2017. You should read the information set forth below together with “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the historical consolidated annual financial statements and the corresponding notes included elsewhere in this prospectus. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2017 and the unaudited pro forma consolidated balance sheet as of December 31, 2017 have been adjusted to give effect to the distribution of shares of LifeWorks common stock by Ceridian to our stockholders.

The following unaudited pro forma consolidated balance sheet and statement of operations have been derived from our historical consolidated financial statements included elsewhere in this prospectus. The statements are for informational purposes only and do not purport to represent what our financial position and results of operations actually would have been had the separation and distribution occurred on the dates indicated, or to project our financial performance for any future period.

The unaudited pro forma consolidated balance sheet adjustments assume that our distribution of LifeWorks occurred as of December 31, 2017. The pro forma adjustments to the unaudited pro forma consolidated statements of operations for the year ended December 31, 2017 assume that the separation occurred as of January 1, 2017.

 

     Ceridian HCM Holding, Inc.
Unaudited Pro Forma Consolidated Statements of Operations
Year Ended December 31, 2017
 
     Ceridian Historical     Adjustments     Ceridian Pro Forma  

Revenue:

      

Recurring services

   $ 678.4     $ 79.9     $ 598.5  

Professional services and other

     72.3       —         72.3  
  

 

 

   

 

 

   

 

 

 

Total revenue

     750.7       79.9       670.8  

Cost of revenue:

      

Recurring services

     239.6       42.8       196.8  

Professional services and other

     135.8       —         135.8  

Product development and management

     50.4       6.8       43.6  

Depreciation and amortization

     31.9       0.6       31.3  
  

 

 

   

 

 

   

 

 

 

Total cost of revenue

     457.7       50.2       407.5  
  

 

 

   

 

 

   

 

 

 

Gross profit

     293.0       29.7       263.3  

Costs and expenses:

      

Selling, general, and administrative

     253.0       30.0       223.0  

Other expense, net

     7.4       0.1       7.3  

Interest expense, net

     87.1       —         87.1  
  

 

 

   

 

 

   

 

 

 

Total costs and expenses

     347.5       30.1       317.4  
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (54.5     (0.4     (54.1

Income tax (benefit) expense

     (44.7     1.7       (46.4
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (9.8     (2.1     (7.7

(Loss) income from discontinued operations

     (0.7     —         (0.7
  

 

 

   

 

 

   

 

 

 

Net loss

     (10.5     (2.1     (8.4

Net (loss) income attributable to noncontrolling interest

     (1.3     (1.3     —    
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

   $ (9.2   $ (0.8   $ (8.4
  

 

 

   

 

 

   

 

 

 

 

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     Ceridian HCM Holding, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
Year Ended December 31, 2017
 
     Ceridian Historical      Adjustments      Ceridian Pro Forma  

Assets

        

Current assets:

        

Cash and equivalents

   $ 99.6        8.5      $ 91.1  

Trade and other receivables, net

     79.9        13.3        66.6  

Prepaid expenses

     37.9        1.5        36.4  

Other current assets

     5.3        —          5.3  
  

 

 

    

 

 

    

 

 

 

Total current assets before customer trust funds

     222.7        23.3        199.4  

Customer trust funds

     4,099.7        —          4,099.7  
  

 

 

    

 

 

    

 

 

 

Total current assets

     4,322.4        23.3        4,299.1  

Property, plant, and equipment, net

     103.8        1.8        102.0  

Goodwill

     2,087.3        126.3        1,961.0  

Other intangible assets, net

     212.4        5.9        206.5  

Other assets

     4.0        2.1        1.9  
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 6,729.9        159.4      $ 6,570.5  
  

 

 

    

 

 

    

 

 

 

Liabilities and Equity

        

Current liabilities:

        

Current portion of long-term debt

   $ —          —        $ —    

Accounts payable

     48.8        4.4        44.4  

Accrued interest

     15.9        —          15.9  

Deferred revenue

     16.8        2.8        14.0  

Employee compensation and benefits

     70.0        1.3        68.7  

Other accrued expenses

     15.5        0.1        15.4  
  

 

 

    

 

 

    

 

 

 

Total current liabilities before customer trust funds obligations

     167.0        8.6        158.4  

Customer trust funds obligations

     4,105.5        —          4,105.5  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     4,272.5        8.6        4,263.9  

Long-term debt, less current portion

     1,119.8        —          1,119.8  

Employee benefit plans

     152.4        —          152.4  

Other liabilities

     56.2        10.6        45.6  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     5,600.9        19.2        5,581.7  

Total equity

     1,129.0        140.2        988.8  
  

 

 

    

 

 

    

 

 

 

Total liabilities and equity

   $ 6,729.9        159.4      $ 6,570.5  
  

 

 

    

 

 

    

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of our financial condition and results of operations together with the sections entitled “Prospectus Summary— Summary Historical Consolidated Financial and Other Data,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Selected Historical Consolidated Financial Data,” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

Ceridian is a global HCM software company. Dayforce, our flagship cloud HCM platform, provides HR, payroll, benefits, workforce management, and talent management functionality. Our platform is used by organizations, regardless of industry or size, to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing their people. Dayforce was built as a single application from the ground up that combines a modern, consumer-grade user experience with proprietary application architecture, including a single employee record and a rules engine spanning all areas of HCM. Our platform is designed to make work life better for our customers and their employees by improving HCM decision-making processes, streamlining workflows, exposing strategic organizational insights, and simplifying legislative compliance. The platform is designed to ease administrative work for both employees and managers, creating opportunities for companies to increase employee engagement. We are a founder-led organization, and our culture combines the agility and innovation of a start-up with a history of deep domain and operational expertise.

We sell Dayforce through our direct sales force on a subscription PEPM basis. Our subscriptions are typically structured with an initial fixed term of between three and five years, with evergreen renewal thereafter. Dayforce can serve customers of all sizes ranging from 100 to over 100,000 employees. We have rapidly grown the Dayforce platform to more than 3,000 live Dayforce customers, representing over 2.5 million active global users as of December 31, 2017. In addition, we had $69.3 million and $62.9 million in Dayforce backlog, and an immaterial amount in Powerpay backlog, as of December 31, 2017 and 2016, respectively. We monitor the underlying projects on an account-by-account basis and expect the majority of the Dayforce backlog, as of December 31, 2017, to be taken live in 2018. In 2017, we added over 650 new live Dayforce customers. Our customers vary across industries, and no single customer constituted more than 1% of our HCM revenues for the year ended December 31, 2017. We have experienced significant Cloud revenue growth at scale, particularly from Dayforce, which has grown at a CAGR of more than 60% since 2012. We believe that our intense focus on solving complex problems and our superior customer experience lead to our high retention rates, as evidenced by our annual Cloud revenue retention rate of over 95% in 2017.

In addition to Dayforce, we sell Powerpay, a cloud HR and payroll solution for the Canadian small business market, through both direct sales and established partner channels. As of December 31, 2017, we had over 38,000 Powerpay accounts. We also continue to support customers using our Bureau solutions, which we generally stopped actively selling to new customers following the acquisition of Dayforce. We invest in maintenance and necessary updates to support our Bureau customers and continue to migrate them to Dayforce. We also own a controlling financial interest in a joint venture, LifeWorks, which offers an employee engagement platform that delivers employee assistance programs, social recognition, exclusive perks and discounts, a private social network, employee and corporate wellness programs, and employee engagement analytics in the United States, Canada, and the United Kingdom.

 

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How We Generate Revenue

We generate recurring revenues primarily from recurring fees charged for the use of our Cloud HCM solutions, Dayforce and Powerpay, as well as from our Bureau solutions and LifeWorks joint venture. We also generate professional services and other revenue associated primarily with the work performed to assist customers with the planning, design, implementation, and staging of their cloud-based solution. Our HCM solutions are typically provided through long-term customer relationships that result in a high level of recurring revenue. For Dayforce, we primarily charge monthly recurring fees on a PEPM basis, generally one-month in advance of service, based on the number and type of solutions provided to the customer and the number of employees and other users at the customer. Our standard Dayforce contracts are generally for a three to five-year period. The average time it takes to implement Dayforce typically ranges from three months for smaller customers to nine months for larger customers. Once Dayforce is implemented, the customer goes live, and we begin to generate recurring revenue. For Powerpay, we charge customers recurring fees on a per-employee, per-process basis. Powerpay can typically be implemented on a remote basis within one to three days, at which point we start receiving recurring fees, resulting in an immaterial amount of Powerpay backlog. For our Bureau solutions, we primarily charge recurring fees on a per-process basis. We also generate recurring revenue from investment income from funds held in trust on behalf of our customers. Our LifeWorks joint venture also generates recurring revenue, primarily from employee assistance, wellness, recognition, and incentive programs.

Our Solutions

We categorize our solutions into three categories: Cloud HCM, Bureau HCM, and LifeWorks solutions.

Cloud revenue is generated from HCM solutions that are delivered via two cloud offerings: Dayforce and Powerpay. The Dayforce offering is differentiated from our market competition as being a single application that offers a comprehensive range of functionality, including global HR, payroll, benefits, workforce management, and talent management on web and native iOS and Android platforms. Dayforce revenue is primarily generated from monthly recurring fees charged on a PEPM basis, generally one-month in advance of service. Also included within Dayforce revenue is implementation, staging, and other professional services revenue; revenues from the sale, rental, and maintenance of time clocks; and billable travel expenses. The Powerpay offering is our solution designed primarily for small market Canadian customers. The typical Powerpay customer has fewer than 20 employees, and the majority of the revenue is generated from recurring fees charged on a per-employee, per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to the direct revenue earned from the Dayforce and Powerpay offerings, Cloud revenue also includes investment income generated from holding Cloud customer funds in trust before funds are remitted to taxing authorities, Cloud customer employees, or other third parties; and revenue from the sale of third party services.

Bureau revenue is generated primarily from HCM solutions delivered via a service-bureau model. These solutions are delivered via three primary service lines: payroll, payroll-related tax filing services, and outsourced human resource solutions. Revenue from payroll services is generated from recurring fees charged on a per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to customers who use our payroll services, certain customers use our tax filing services on a stand-alone basis. Our outsourced human resource solutions are tailored to meet the needs of individual customers, and entail our contracting to perform many of the duties of a customer’s human resources department, including payroll processing, time and labor management, performance management, and recruiting. We also perform HCM-related individual services for customers, such as check printing, wage attachment and disbursement, and ACA management. Additional items included in Bureau revenue are custom professional services revenue; investment income generated from holding Bureau customer funds in trust before funds are remitted to taxing authorities, Bureau customer employees, or other third parties; consulting services related to Bureau offerings; and revenue from the sale of third party services.

 

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LifeWorks joint venture revenue is primarily generated from employee assistance, wellness, recognition, and incentive programs offered directly by LifeWorks in the United States, Canada, the United Kingdom and various other countries through LifeWorks’ network of contractors. LifeWorks offers employee engagement services, such as employee assistance programs, social recognition, discounts from participating vendors, a private social network, employee and corporate wellness, and employee engagement analytics.

Our History

Ceridian was acquired in 2007 by affiliates and co-investors of the Sponsors. In April 2012, Ceridian acquired Dayforce Corporation, which had built Dayforce, a Cloud HCM solution. In the months following the acquisition, Dayforce founder, David D. Ossip, was named Chief Executive Officer of Ceridian HCM, and shortly thereafter, we generally stopped actively selling our Bureau solutions to new customers in the United States to focus our resources on expanding the Dayforce platform and growing Cloud HCM solutions. For each quarter since September 30, 2016, our Cloud HCM revenue has surpassed our Bureau HCM revenue. Cloud revenue grew from 39% of total HCM revenue during the quarter ended December 31, 2015 to 64% of total HCM revenue during the quarter ended December 31, 2017.

As part of our strategy to focus on the growth of our Cloud HCM solutions business, we (i) sold our consumer-directed benefit services business in 2013, (ii) merged Comdata, our payment systems business unit, with FleetCor Technologies in 2014, (iii) sold our benefits administration and post-employment compliance business in 2015, and (iv) sold our United Kingdom and Ireland businesses and a portion of our operations that supported such businesses in the Republic of Mauritius in 2016. Our benefits administration and post-employee compliance business, our United Kingdom and Ireland businesses, and our divested Mauritius operations are presented as discontinued operations in our financial statements. Our consumer-directed benefits services business and our benefits administration and post-employment compliance business are collectively referred to as our “Divested Benefits Businesses.” As a result of these transactions, we only actively sell Dayforce and Powerpay in our HCM segment, which we believe simplifies our business model and positions us well for continued growth. In 2016, we contributed our LifeWorks employee assistance program business to a joint venture LifeWorks that provides employee assistance, wellness, recognition, and incentives programs in the United States, Canada, and the United Kingdom. Prior to the formation of the LifeWorks joint venture, employee assistance programs were provided by Ceridian.

LifeWorks Disposition

Contemporaneous with this offering, we intend to distribute our interest in LifeWorks to our existing stockholders on a pro rata basis in accordance with their pro rata interests in us through a series of inter-company transactions. As a result of the LifeWorks Disposition, we will no longer have any material obligations under the LifeWorks joint venture agreement. In addition, LifeWorks will no longer be a separate segment and will be reclassified to discontinued operations in our consolidated financial statements for all periods presented. LifeWorks accounted for $79.9 million in revenue and $0.4 million in operating loss for the year ended December 31, 2017. As a result, our consolidated revenues and operating profit are expected to decline in the near term. Additionally, we will no longer have a noncontrolling interest on our consolidated balance sheets or statements of operations. At the time of the distribution, the interests in LifeWorks received by our existing stockholders will be valued at approximately $             million. The holders will receive these interests in a taxable distribution. Based on current estimates of the value of our interest in LifeWorks at the time of the distribution, we currently anticipate that we will incur approximately $3.2 million in taxes and use approximately $96.0 million of our net operating losses in connection with the series of intercompany transactions and the distribution.

Our Business Model

Our business model focuses on supporting the rapid growth of Dayforce and maximizing the lifetime value of our Dayforce customer relationships. Due to our subscription model, where we recognize subscription

 

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revenues ratably over the term of the subscription period, and high customer retention rates, we have a high level of visibility into our future revenues. The profitability of a customer to our business depends, in large part, on how long they have been a customer. Because in our business model, PEPM subscription fees are not charged until the customer goes live, and because we incur costs in advance of receiving PEPM revenue that are not offset by our implementation fees, we estimate that it takes an average of 2.5 years before we are able to recover our implementation, customer acquisition, and other direct costs on a new Dayforce customer contract. As the proportion of Dayforce customers who have been live for two or more years increases, our related profitability increases. The following sets forth the number of live Dayforce customers at the end of each quarter presented:

 

    Three months ended  
    December 31,
2017
    September 30,
2017
    June 30,
2017
    March 31,
2017
    December 31,
2016
    September 30,
2016
    June 30,
2016
    March 31,
2016
 

Live Dayforce customers

    3,001       2,855       2,690       2,480       2,339       2,148       2,014       1,872  

Dayforce customers live for two or more years

    1,770       1,628       1,524       1,377       1,276       1,116       997       816  

Proportion of Dayforce customers live for two or more years

    59     57     57     56     55     52     50     44

Over the lifetime of the customer relationship, we have the opportunity to realize additional PEPM revenue, both as the customer grows or rolls out the Dayforce solution to additional employees, and also by selling additional functionality to existing customers that do not currently utilize our full platform. We also incur costs to manage the account, to retain customers, and to sell additional functionality. These costs, however, are significantly less than the costs initially incurred to acquire and to implement the customer.

Key Factors and Trends Affecting Our Results of Operations

Set forth below is a discussion of some of the key factors and trends affecting our results of operations.

Growing our Dayforce Customer Base

A key part of our strategy is to continue to grow our Dayforce customer base. We have developed sales and marketing efforts that are designed for effective customer acquisition. As of December 31, 2017, we had more than 3,000 live Dayforce customers and over 500 net new Dayforce customers contracted, but not yet live on Dayforce. We expect the majority of these Dayforce customers to be taken live in 2018. We market Dayforce to customers of all sizes, including small (under 500 employees), mid (501 to 2,500 employees), and enterprise (over 2,500 employees). For 2017, our 3,001 live Dayforce customers represented over 2.5 million active employees. Small businesses accounted for 13% of the total number of active customer employees. Mid-sized business accounted for 31% of the total number of active customer employees. Enterprise-sized business accounted for 56% of the total number of active customer employees. Our continued focus on sales execution is important to drive further penetration of the Dayforce platform and to expand our market share. We also believe that there is a significant opportunity for our solution outside of our core North American markets. Dayforce was designed as a global platform. We intend to expand globally through both the expansion of our own proprietary payroll functionality as well as through new and existing partnerships with local vendors, including our existing membership in the Payroll Services Alliance. To the extent we are unable to develop new or existing partnerships or such partnerships are not successful in increasing demand for Dayforce, we may not be able to grow our Dayforce customer base as anticipated.

Extending Product Leadership

We are committed to delivering market-leading HCM solutions preferred by employers and employees alike. We believe that maintaining our product leadership is critical to driving further revenue growth. Our

 

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leading market position in technology is based on our ability to innovate and to bring new solutions to market. Dayforce is designed around our proprietary single application architecture that includes a single cross-domain rules engine and a complete employee record, which facilitates new innovation. Since 2012, we have developed a full suite of HCM functionality. We intend to continue extending the functionality and breadth of our application in the future, taking advantage of modern technologies including artificial intelligence and big data. We have a roadmap for continued development, which includes adding native payroll capabilities for additional countries. We intend to continue to invest in our product development and innovation to maintain our strong, differentiated technology position.

Retaining and Expanding Revenue from Existing Dayforce Customers

The economic benefits of our business model include persistent, long-lived customer relationships, as well as the opportunity to realize additional revenue from existing customers. Our annual Cloud revenue retention rate was over 95% in 2017, reflecting high retention rates with Dayforce customers, driving strong customer lifetime value. Because our subscription revenue is based on a PEPM charge, as customers grow and add more employees, we realize a corresponding increase in PEPM revenue. Moreover, with the continued launch of new functionality for our Dayforce platform, we have the opportunity to realize incremental revenue by selling additional functionality to existing customers that do not currently utilize our full platform. We believe that this opportunity is particularly strong in the enterprise segment, where customers often start with a subset of our Dayforce platform in conjunction with point solutions from other vendors that we target to replace over time.

Managing the Migration of our Bureau Customers to Dayforce

We generally stopped actively selling our Bureau solutions to new customers in the United States in 2012 and have been marketing our Dayforce platform to new and existing customers since that time. For the year ended December 31, 2017, recurring services revenue from payroll Bureau customers accounted for $210.2 million and tax-only Bureau recurring services revenue accounted for $52.1 million. The payroll Bureau customers consist of approximately 1.9 million active users, of which approximately 1.7 million of these active users are with customers that we believe could be candidates for migration to Dayforce. Some of our customers are not candidates to migrate to Dayforce due to a variety of factors, including the type of functionality that they require and their system configuration. Of the approximately 1.7 million active users, small-sized businesses accounted for 20% of the total number of active users, mid-sized businesses accounted for 30% of the total number of active users, and enterprise-sized businesses accounted for 50% of the total number of active users. In the year ended December 31, 2017, Bureau revenue declined by $59.3 million, or 18.2%, as compared to the year ended December 31, 2016; and for the year ended December 31, 2016, Bureau revenue declined by $61.1 million, or 15.8%, as compared to the year ended December 31, 2015. Of the $59.3 million decline in Bureau revenue in the year ended December 31, 2017, $28.1 million was associated with customers migrating to Dayforce, which represented 26% of the increase in Cloud revenue during this period. Of the $61.1 million decline in Bureau revenue in 2016, $19.5 million was associated with customers migrating to Dayforce, which represented 27% of the increase in Cloud revenue in 2016. Excluding the impact of migrations, our annual Bureau revenue retention rate was 89.7% in 2017, 87.4% in 2016, and 90.5% in 2015. As the number of Bureau customers continues to decline, our results of operations will depend, in part, on replacing the revenue from Bureau customer attrition and on maintaining the profitability of services to our remaining Bureau customers. We believe that our cloud Dayforce platform is attractive to many customers that currently use an outsourced service bureau for their payroll and HCM-related needs; and, as a result, that sales to new customers and sales of managed services and additional functionality to our growing Dayforce customer base will continue to more than offset the decline in revenue from Bureau customers. We also believe that we will continue to be able to provide services to our remaining Bureau customers at attractive margins. As we migrate our Bureau customers to Dayforce, we typically experience a revenue increase from such customers driven by increased product density on the Dayforce platform. This revenue increase can vary by customer, but has been 22% on average since 2015, measured at the time of initial migration.

 

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Profitably Managing our Growth

We carefully designed and built Dayforce to meet the needs of a homogeneous market with a common set of requirements and compliance challenges across organization sizes and industries. To support our rapid growth, we have rigorously managed our implementation and customer support operations to maintain consistent, repeatable methods and processes and to take advantage of automation. We believe that our business model enables us to realize significant operating leverage and economies of scale and that we can continue to acquire, to implement, and to support more customers and to generate more revenue without a corresponding increase in expenses. Our profitability depends in part upon our ability to achieve a balance in the timing and magnitude of required investments in sales and marketing, implementation, and customer support.

How We Assess Our Performance

In assessing our performance, we consider a variety of performance indicators in addition to revenue and net income. Set forth below is a description of our key performance measures.

The following table sets forth our key performance indicators for the periods presented.

 

     Year ended December 31,  
     2017     2016     2015  

Live Dayforce customers

     3,001       2,339       1,770  

Annual Cloud revenue retention rate (a)

     97.0     95.7     95.0

Cloud annualized recurring revenue (ARR) (a) (Dollars in millions)

   $ 391.0     $ 289.7     $ 209.6  

HCM Adjusted EBITDA (b) (Dollars in millions)

   $ 117.8     $ 88.9     $ 99.7  

HCM Adjusted EBITDA margin

     17.6     14.3     16.3

 

(a) Annual Cloud revenue retention rate and Cloud annualized recurring revenue are calculated on an annual basis, and the disclosure reflects data as of the most recent fiscal year end. See below for further explanation.
(b) For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please see “Prospectus Summary–Summary Historical Consolidated Financial and Other Data.”

Live Dayforce Customers

In our business model, PEPM subscription fees are not charged until the customer goes live on the platform, and we use the number of customers live on Dayforce as an indicator of future revenue and the overall performance of the business and to assess the performance of our implementation services. As shown in the following table, the number of customers live on Dayforce has increased from 482 as of December 31, 2012 to 3,001 as of December 31, 2017. In addition, we had over 500 net new Dayforce customers contracted, but not yet live on Dayforce as of December 31, 2017. We expect the majority of these Dayforce customers to be taken live in 2018. For 2017, our 3,001 live Dayforce customers represented over 2.5 million active users. Small-sized businesses accounted for 13% of the total number of active customer employees, mid-sized businesses accounted for 31% of the total number of active customer employees, and enterprise-sized businesses accounted for 56% of the total number of active customer employees.

From 2016 to 2017, live Dayforce customers increased from 2,339 to 3,001, an increase of 662, of which 467 represented net new customers to Dayforce and the remainder were migration customers from our Bureau solutions, net of attrition. Of the net new customers to Dayforce, small-sized businesses accounted for 13% of the total number of active customer employees, mid-sized businesses accounted for 33% of the total number of active customer employees, and enterprise-sized businesses accounted for 54% of the total number of active customer employees. Of the migration customers, small-sized businesses accounted for 20% of the total number of active customer employees, mid-sized businesses accounted for 48% of the total number of active customer employees, and enterprise-sized businesses accounted for 32% of the total number of active customer employees.

 

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From 2015 to 2016, live Dayforce customers increased from 1,770 to 2,339, an increase of 569, of which 351 represented net new customers to Dayforce and the remainder were migration customers from our Bureau solutions, net of attrition. Of the net new customers to Dayforce, small-sized businesses accounted for 10% of the total number of active customer employees, mid-sized businesses accounted for 29% of the total number of active customer employees, and enterprise-sized businesses accounted for 61% of the total number of active customer employees. Of the migration customers, small-sized businesses accounted for 12% of the total number of active customer employees, mid-sized businesses accounted for 44% of the total number of active customer employees, and enterprise-sized businesses accounted for 44% of the total number of active customer employees.

The following table sets forth the number of live Dayforce customers at the end of the year presented:

 

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Annual Cloud Revenue Retention Rate

Our annual Cloud revenue retention rate measures the percentage of revenues that we retain from our existing Cloud customers. We use this retention rate as an indicator of customer satisfaction and future revenues. We calculate the annual Cloud revenue retention rate as a percentage, where the numerator is the Cloud annualized recurring revenue for the prior year, less the Cloud annualized recurring revenue from lost Cloud customers during that year; and the denominator is the Cloud annualized recurring revenue for the prior year. Our annual Cloud revenue retention rate has been 95% or above for the years ended December 31, 2017, 2016, and 2015. We set annual targets for Cloud revenue retention rate and monitor progress toward those targets on a quarterly basis by reviewing known customer losses and anticipated future customer losses. Our Cloud revenue retention rate may fluctuate as a result of a number of factors, including the mix of Cloud solutions used by customers, the level of customer satisfaction, and changes in the number of users live on our Cloud solutions.

Cloud Annualized Recurring Revenue (ARR)

We derive the majority of our Cloud revenues from recurring fees, primarily PEPM subscription charges. We also derive recurring revenue from fees related to the rental and maintenance of clocks, charges for once-a-year services, such as year-end tax statements, and investment income on our customer funds held in trust before such funds are remitted to taxing authorities, customer employees, or other third parties. To calculate Cloud annualized recurring revenue, we start with recurring revenue at year end, subtract the once-a-year charges, gross up the revenue for customers live for less than a full year to reflect the revenue that would have been realized if the customer had been live for a full year, and add back the once-a-year charges. We set annual targets for Cloud annualized recurring revenue and monitor progress toward those targets on a quarterly basis by reviewing Cloud recurring revenue, specifically as between Dayforce and Powerpay business, investment income on our customer funds held in trust, and live Dayforce customers.

 

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HCM Adjusted EBITDA

We believe that HCM Adjusted EBITDA and HCM Adjusted EBITDA margin, non-GAAP financial measures, are useful to management and investors as supplemental measures to evaluate our overall operating performance. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are components of our management incentive plan and are used by management to assess performance and to compare our operating performance to our competitors. We define HCM Adjusted EBITDA as net income or loss before interest, taxes, depreciation, and amortization, as adjusted to exclude net income or loss from discontinued operations, LifeWorks EBITDA, sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring consulting fees, and environmental reserve charges. HCM Adjusted EBITDA margin is determined by calculating the percentage HCM Adjusted EBITDA is of Total HCM Revenue. Management believes that HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are helpful in highlighting management performance trends because HCM Adjusted EBITDA and HCM Adjusted EBITDA margin exclude the results of decisions that are outside the control of operating management. For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please see “Prospectus Summary—Summary Historical Consolidated Financial and Other Data.”

Components of Our Results of Operations

We have two operating and reportable segments, HCM and LifeWorks. HCM includes both of our Cloud solutions, Dayforce and Powerpay, as well as our Bureau HCM solutions. Our LifeWorks segment reflects the results of our LifeWorks joint venture.

Revenues

We have two categories of revenues: (i) recurring services and (ii) professional services and other. Recurring services revenues consist of the recurring fees that we charge for our Cloud HCM and Bureau HCM solutions, as well as LifeWorks solutions. For our Dayforce solutions, we primarily charge monthly recurring fees on a PEPM basis, generally one-month in advance of service, based on the number and type of solutions provided to the customer and the number of employees at the customer. We charge Powerpay customers recurring fees on a per-employee, per-process basis. For our Bureau HCM solutions, we typically charge recurring fees on a per-process basis. We also generate recurring services revenue from investment income on our Cloud and Bureau customer funds held in trust before such funds are remitted to taxing authorities, customer employees, or other third parties. We refer to this investment income as float revenue. Professional services and other revenues consist primarily of charges relating to the work performed to assist customers with the implementation of their solutions. Also included in professional services and other revenues are any related training services, post-implementation professional services, and purchased time clocks. We also generate professional services and other revenues from other professional services and consulting services that we provide and for certain third party services that we arrange for our Bureau customers.

The following table presents our Cloud HCM revenue for both recurring and professional services and other, for both our Dayforce and Powerpay solutions for the periods presented.

 

     Year ended December 31,  
     2017      2016      2015  
     (Dollars in millions)  

Dayforce

   $ 319.9      $ 219.0      $ 145.4  

Powerpay

     84.4        78.8        79.8  
  

 

 

    

 

 

    

 

 

 

Total Cloud Revenue

   $ 404.3      $ 297.8      $ 225.2  
  

 

 

    

 

 

    

 

 

 

Cloud revenue was $404.3 million during 2017, an increase of 35.8% when compared to 2016. Dayforce revenue grew 46.1% and Powerpay revenue grew 7.1% during 2017 as compared to 2016. Cloud revenue was

 

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$297.8 million during 2016, an increase of 32.2% when compared to 2015. Dayforce revenue grew 50.6% and Powerpay revenue declined 1.3% during 2016 as compared to 2015. Our new business sales to Dayforce customers comprised 74% of our increase in Cloud revenue for the year ended December 31, 2017, and the remaining 26% consisted primarily of customer migration to Dayforce from our Bureau solutions.

As we focused on our Cloud HCM solutions, we generally ceased marketing our Bureau solutions to new customers in the United States in 2012 and in Canada in 2015, and have been actively marketing our Dayforce platform to these customers since that time. In the year ended December 31, 2017, Bureau revenue declined by $59.3 million, or 18.2%, as compared to the year ended December 31, 2016; and for the year ended December 31, 2016, Bureau revenue declined by $61.1 million, or 15.8% from the year ended December 31, 2015. Approximately 50% of the decline in Bureau revenue in 2017, and approximately 35% of the Bureau revenue decline in 2016, were attributable to customers migrating to Dayforce.

Our customer trust funds are invested with safety of principal and liquidity as the primary objectives. As a secondary objective, we also seek to maximize float revenue, which is affected by the balances held in our customer trust funds and the interest rates earned on invested funds. The average float balance for our customer trust funds for the year ended December 31, 2017, was $3,228.2 million, compared to $3,260.4 million for the year ended December 31, 2016. The yield was 1.44% during the year ended December 31, 2017, an increase of 24 basis points compared to the year ended December 31, 2016. The average float balances for the years ended December 31, 2016, and 2015, were $3,260.4 million and $3,369.4 million, respectively. The yield was 1.20% during the year ended December 31, 2016, an increase of 10 basis points compared to the year ended December 31, 2015. Based on current investment practices, an increase in market investment rates of 100 basis points would increase float revenue by approximately $16 million over the course of one year. In addition to interest rate risks, we also have exposure to risks associated with changes in laws and regulations that may affect customer fund balances. For example, a change in regulations, either reducing the amount of taxes to be withheld or allowing less time to remit taxes to government authorities would reduce our average customer trust fund balances and float revenue. There are no incremental costs of revenue associated with increases or declines in float revenue.

Cost of Revenue

Cost of revenue consists of costs to deliver our solutions. Most of these costs are recognized as incurred. Some costs of revenue are recognized in the period that a service is sold and delivered. Other costs of revenue are recognized over the period of use or in proportion to the related revenue.

The costs recognized as incurred consist primarily of customer service staff costs, customer technical support costs, implementation personnel costs, costs of hosting applications, consulting and purchased services, delivery services, and royalties. Our implementation personnel costs increased as we increased personnel to meet growing demand for our Dayforce solutions. Beginning in 2016, the growth in implementation costs has been held to a slower rate than implementation revenues as our personnel have gained more experience and become more productive and as we continue to take advantage of opportunities to automate certain implementation processes. The costs of revenue recognized over the period of use are depreciation and amortization, rentals of facilities and equipment, and direct and incremental costs associated with deferred implementation service revenue.

Cost of recurring services revenues primarily consists of costs to provide maintenance and technical support to our customers and the costs of hosting our applications. The cost of recurring services revenues also includes compensation and other employee-related expenses for data center staff, payments to outside service providers, data center expenses, and networking expenses.

Cost of professional services and other revenues primarily consists of costs to provide implementation consulting services and training to our customers, as well as the cost of time clocks. Costs to provide implementation consulting services include compensation and other employee-related expenses for professional services staff, costs of subcontractors, and travel. We generally stopped actively selling our Bureau solutions to

 

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new customers in the United States in 2012, and implementation consulting services are expected to continue to be primarily associated with the implementation of our Cloud solutions.

Product development and management expense includes costs related to software development activities that do not qualify for capitalization, such as development, quality assurance, testing of new technologies, and enhancements to our existing solutions that do not result in additional functionality. Product development and management expense also includes costs related to the management of our solutions. Research and development expense, which is included within product development and management expense, was $25.8 million, $18.1 million and $11.2 million for the years ended December 31, 2017, 2016, and 2015, respectively.

Depreciation and amortization related to cost of revenue primarily consists of amortization of capitalized software.

Selling, General, and Administrative Expense

Selling expense includes costs related to maintaining a direct marketing infrastructure and sales force and other direct marketing efforts, such as advertising, telemarketing, direct mail, and trade shows. Advertising costs are expensed as incurred. Advertising expense was $6.2 million, $6.4 million and $5.7 million for the years ended December 31, 2017, 2016, and 2015, respectively. We generally stopped actively selling our Bureau solutions to new customers in the United States in 2012 and have been marketing our Dayforce platform to new and existing customers since that time. As a result, our sales and marketing expenses are expected to continue to be primarily associated with selling and marketing our Cloud solutions.

General and administrative expense includes costs that are not directly related to delivery of services, selling efforts, or product development and management, primarily consisting of corporate-level costs, such as administration, finance, legal, and human resources, as well as sponsor management fees. Also included in this category are the provision for doubtful accounts receivable, net periodic pension costs, depreciation, and amortization of other intangible assets not reflected in cost of revenue.

Other Expense, net

Other expense, net includes the results of transactions that are not appropriately classified in another category. These items include certain foreign currency translation gains and losses, environmental reserve charges, and charges related to the impairment of asset values.

Income Tax Provision

Our income tax provision represents federal, state, and international taxes on our income recognized for financial statement purposes and includes the effects of temporary differences between financial statement income and income recognized for tax return purposes. Our income tax provision is negatively affected by the need for a valuation allowance against our deferred tax assets. We record a valuation allowance to reduce our deferred tax assets when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In determining the requirement for a valuation allowance, we assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize our deferred tax assets not already identified as requiring a valuation allowance. As of December 31, 2017, we continue to record a full valuation allowance against our domestic deferred tax assets that are not offset by the reversal of deferred tax liabilities. In the future, if it is determined that we no longer have a requirement to record a valuation allowance against all or a portion of our deferred tax assets, the release of the valuation allowance would have a positive impact on our income tax provision.

On December 22, 2017, the Tax Cut and Jobs Act legislation (the “Act”) was enacted. The Act amends the Code to reduce tax rates and modify policies, credits, and deductions for businesses. For businesses, the Act reduces the

 

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corporate federal tax rate from a maximum of 35% to a flat 21% rate. We are required to assess the impact of the Act on our business and consolidated financial statements as of the enactment date.

We have re-valued our deferred tax assets and liabilities as of the enactment date for the reduction in the corporate tax rate from 35% to 21%. This revaluation resulted in a tax benefit of $26.4 million in the current period.

The Act makes a significant change related to the carryover treatment of net operating losses. The Act provides for an indefinite carryover period for net operating losses incurred after 2017. We have evaluated the need for a valuation allowance against our deferred tax assets based on the indefinite carryover period for future net operating losses. This evaluation resulted in the decrease of the required valuation allowance currently recorded against our deferred tax assets. This decrease resulted in a tax benefit of $33.0 million.

Share-Based Compensation Expense

We grant share-based compensation awards to certain employees, officers and non-employee directors as long-term incentive compensation. We recognize the related expense for time-based awards ratably over the applicable vesting period. We recognize the related expense for performance-based awards upon the achievement of the performance criteria. Such expense is recognized as either cost of revenue or selling, general, and administrative expense. The following table shows the allocation of share-based compensation expense among our expense line items for the periods presented:

 

     Year ended December 31,  
     2017      2016      2015  
     (Dollars in millions)  

Cost of revenue

   $ 3.0      $ 2.8      $ 2.9  

Selling, general, and administrative

     14.2        12.5        9.9  
  

 

 

    

 

 

    

 

 

 

Total share-based compensation expense

   $ 17.2      $ 15.3      $ 12.8  
  

 

 

    

 

 

    

 

 

 

 

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Results of Operations

Year Ended December 31, 2017 Compared With Year Ended December 31, 2016

The following table sets forth our results of operations for the periods presented.

 

                                                                 
     Year ended
December 31,
    Increase/
(Decrease)
    % of Revenue  
     2017     2016     Amount     %     2017     2016  
     (Dollars in millions)  

Revenue:

            

Recurring services

            

Cloud

   $ 336.2     $ 239.5     $ 96.7       40.4     44.8     34.0

Bureau

     262.3       319.2       (56.9     (17.8 )%      34.9     45.3

LifeWorks

     79.9       80.6       (0.7     (0.9 )%      10.6     11.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recurring services

     678.4       639.3       39.1       6.1     90.4     90.8

Professional services and other

     72.3       64.9       7.4       11.4     9.6     9.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     750.7       704.2       46.5       6.6     100.0     100.0

Cost of revenue:

            

Recurring services

            

Cloud

     125.1       85.8       39.3       45.8     16.7     12.2

Bureau

     71.7       127.3       (55.6     (43.7 )%      9.6     18.1

LifeWorks

     42.8       43.2       (0.4     (0.9 )%      5.7     6.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recurring services

     239.6       256.3       (16.7     (6.5 )%      31.9     36.4

Professional services and other

     135.8       115.8       20.0       17.3     18.1     16.4

Product development and management

     50.4       49.2       1.2       2.4     6.7     7.0

Depreciation and amortization

     31.9       24.0       7.9       32.9     4.2     3.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     457.7       445.3       12.4       2.8     61.0     63.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     293.0       258.9       34.1       13.2     39.0     36.8

Costs and expenses:

            

Selling, general, and administrative

     253.0       249.8       3.2       1.3     33.7     35.5

Other expense, net

     7.4       13.2       (5.8     (43.9 )%      1.0     1.9

Interest expense, net

     87.1       87.4       (0.3     (0.3 )%      11.6     12.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     347.5       350.4       (2.9     (0.8 )%      46.3     49.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (54.5     (91.5     37.0       40.4     (7.3 )%      (13.0 )% 

Income tax (benefit) expense

     (44.7     17.8       (62.5     (351.1 )%      (6.0 )%      2.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (9.8     (109.3     99.5       91.0     (1.3 )%      (15.5 )% 

(Loss) income from discontinued operations

     (0.7     16.5       (17.2     (104.2 )%      (0.1 )%      2.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (10.5     (92.8     82.3       88.7     (1.4 )%      (13.2 )% 

Net (loss) income attributable to noncontrolling interest

     (1.3     0.1       (1.4     (1,400.0 )%      (0.2 )%      —  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

   $ (9.2   $ (92.9   $ 83.7       90.1     (1.2 )%      (13.2 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Revenue. The following table sets forth certain information regarding our consolidated revenues for the year ended December 31, 2017, compared with the year ended December 31, 2016.

 

     Percentage change in
revenue as reported
    Impact of
changes in
foreign currency (a)
    Percentage change
in revenue
on constant
currency basis (a)
 

Revenue

      

Cloud

      

Recurring services

     40.4     1.4     39.0

Professional services and other

     16.8     0.9     15.9
  

 

 

   

 

 

   

 

 

 

Total Cloud revenue

     35.8     1.3     34.5

Bureau (b)

                        (18.2 )%      0.4                    (18.6 )% 

LifeWorks

     (0.9 )%                          0.1     (1.0 )% 
  

 

 

   

 

 

   

 

 

 

Total revenue

     6.6     0.7     5.9

 

(a) We present revenue growth in a constant currency to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. We calculate percentage change in revenue on a constant currency basis by applying a fixed 1.30 Canadian dollar to 1 U.S. dollar foreign exchange rate to revenues originally booked in Canadian dollars and 0.625 British pound sterling to 1 U.S. dollar foreign exchange rate to revenues originally booked in British pound sterling for all applicable periods.
(b) Consists of Recurring services revenue and Professional services and other revenue related to Bureau.

Total revenue increased $46.5 million, or 6.6%, to $750.7 million for the year ended December 31, 2017, compared to $704.2 million for the year ended December 31, 2016. This increase was primarily driven by an increase in Cloud revenue of $106.5 million, or 35.8%, from $297.8 million for the year ended December 31, 2016 to $404.3 million for the year ended December 31, 2017. The Cloud revenue increase was driven by an increase of $96.7 million, or 40.4%, in Cloud recurring services revenue, and $9.8 million, or 16.8%, in Cloud professional services and other revenue. The increase in Cloud recurring services revenue of $96.7 million was due to $68.0 million from new customers, add-ons, and revenue uplift from migrations of Bureau customers; $28.1 million from the migration of Bureau customers; $10.0 million from increased float revenue related to Cloud recurring services revenue; partially offset by customer losses of $9.4 million. The increase in Cloud revenue was partially offset by a decline in Bureau recurring services revenue of $56.9 million, or 17.8%; and a decline in LifeWorks revenue of $0.7 million, or 0.9%. On a constant currency basis, total revenue grew 5.9%. This adjusted revenue growth was driven by an increase of 34.5% in Cloud revenue, partially offset by a decline of 18.6% in Bureau revenue and a decline of 1.0% in LifeWorks revenue. On a constant currency basis, Cloud revenue growth for the year ended December 31, 2017, compared to the year ended December 31, 2016, was driven by Cloud recurring services revenue, which increased by 39.0%, and professional services and other revenue, which increased by 15.9%, as we continued to sign and to activate new customers. Of the decline in Bureau revenue, approximately 50% was driven by customer attrition and approximately 50% was driven by customer migrations to Dayforce.

 

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Cost of revenue. Total cost of revenue for the year ended December 31, 2017, was $457.7 million, an increase of $12.4 million, or 2.8%, compared to the year ended December 31, 2016. During 2017, we changed the presentation and classification of certain expenses within our statements of operations to better facilitate comparisons with revenue and expenses of similar businesses, to better align our income statement presentation with the way management and reporting of our business has evolved internally, and to enhance our overall disclosure and understanding of the business for external users. We reallocated certain expenses between cost of recurring services revenue, cost of professional services and other revenue, and selling, general, and administrative expense. The net impact of these reallocations was to increase total cost of revenue by $1.5 million and to reduce selling, general, and administrative expense by $1.5 million. These changes in presentation and classification represent a change in estimate and have been accounted for on a prospective basis. Therefore, to facilitate the discussion in this section, the following table presents the actual reported costs and expenses as well as the costs and expenses on a pro forma basis as if the changes to allocation methodologies in 2017 had been in effect in 2016:

 

     Year ended December 31,      Pro-Forma
increase (decrease)
 
     2017      2016      2016
Pro-Forma
     Amount     %  
     (Dollars in millions)  

Cost of revenue:

             

Recurring services

   $ 239.6      $ 256.3      $ 222.5      $ 17.1       7.7

Professional services and other

     135.8        115.8        138.9        (3.1     (2.2 )% 

Product development and management

     50.4        49.2        53.6        (3.2     (6.0 )% 

Depreciation and amortization

     31.9        24.0        31.8        0.1       0.3
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total cost of revenue

   $ 457.7      $ 445.3      $ 446.8      $ 10.9       2.4
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Selling, general, and administrative

   $ 253.0      $ 249.8      $ 248.3      $ 4.7       1.9

The increase in total cost of revenue for the year ended December 31, 2017, compared to the year ended December 31, 2016, included a net reallocation of $1.5 million from selling, general, and administrative expense due to a change in estimate of expense allocations. Excluding the effect of these reallocations, total cost of revenue would have increased by $10.9 million, or 2.4%. Recurring services cost of revenue was reduced by $16.7 million for the year ended December 31, 2017, compared to the year ended December 31, 2016. This reduction included a reallocation of $33.8 million of costs from recurring services cost of revenue, consisting primarily of $13.4 million in technology and facilities expenses, $10.9 million in finance related expenses, and $9.3 million of corporate function expenses. Excluding the effect of these reallocations, recurring services cost of revenue would have increased by $17.1 million due to additional costs incurred to support the growing Dayforce customer base, partially offset by reductions in Bureau costs. The increase in cost of revenue for professional services and other of $20.0 million for the year ended December 31, 2017, compared to the year ended December 31, 2016, included a net reallocation of $23.1 million of costs to professional services and other cost of revenue, primarily $23.2 million of technology and facilities expenses. Excluding the effect of these reallocations, professional services and other cost of revenue would have been reduced by $3.1 million, as we achieved productivity improvements in implementing new customers. The increase in product development and management expense of $1.2 million for the year ended December 31, 2017, compared to the year ended December 31, 2016, included the reallocation of $4.4 million of costs to product development and management, primarily $7.9 million in technology and facilities expenses, offset by $2.8 million in corporate function expenses. Excluding the effect of these reallocations, product development and management expense would have been reduced by $3.2 million, due to reductions in product management costs associated with our Bureau solution and technology expenses, partially offset by higher headcount to support the continued development of the Dayforce platform. Depreciation and amortization expense associated with cost of revenue increased by $7.9 million for the year ended December 31, 2017, compared to the year ended December 31, 2016. Excluding the effect of these reallocations of $7.8 million in depreciation and amortization expense would have increased by $0.1 million.

 

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The overall 6.6% increase in revenue outpaced the 2.8% increase in cost of revenue, and gross profit increased by $34.1 million, or 13.2%. Excluding the impact of changes to allocations of certain costs as discussed above, gross profit would have increased by $36.3 million, or 12.4%, as we continued to leverage our investment in people and processes to realize economies of scale.

Selling, general, and administrative expense. Selling, general, and administrative expense increased $3.2 million for the year ended December 31, 2017, compared to the year ended December 31, 2016. This increase included the reallocation of $1.5 million of costs. Excluding the effect of these reallocations, selling, general, and administrative expense would have increased by $4.7 million, reflecting increases in sales and marketing expenses, share-based compensation expense, and LifeWorks expenses, partially offset by reductions in restructuring consulting fees, severance expense, sponsor management fees, and other cost reduction measures related to our declining Bureau solutions. Sales and marketing expense was $120.7 million for the year ended December 31, 2017, compared to $111.1 million for the year ended December 31, 2016.

Other expense. For the year ended December 31, 2017, we incurred $7.4 million of other expense, net, compared to $13.2 million for the year ended December 31, 2016. The other expense, net, for the year ended December 31, 2017, was primarily related to foreign currency remeasurement losses on intercompany receivables or payables denominated in foreign currencies. The other expense, net, for the year ended December 31, 2016, was primarily related to an impairment of $10.2 million to our trade name intangible asset and an increase of $5.9 million to our environmental reserve liability to reflect more stringent remediation requirements, partially offset by foreign currency remeasurement gains on intercompany receivable or payable denominated in foreign currencies. Please refer to Note 13, “Supplementary Data to Statement of Operations,” to our consolidated financial statements for further discussion.

Interest expense. Interest expense for the year ended December 31, 2017, was $87.1 million, compared to $87.4 million for the year ended December 31, 2016.

Income tax expense. For the year ended December 31, 2017, we had an income tax benefit of $44.7 million, compared to income tax expense of $17.8 million for the year ended December 31, 2016. Income tax benefit for the year ended December 31, 2017, was primarily related to a tax benefit of approximately $59.4 million related to the 2017 tax reform legislation, of which $26.4 million was attributable to the revaluation of our deferred tax assets and liabilities and $33.0 million was attributable to the reduction in our valuation allowance.

Discontinued operations. For the year ended December 31, 2017, we had a loss from discontinued operations of $0.7 million, compared to income from discontinued operations of $16.5 million for the year ended December 31, 2016. Income from discontinued operations for the year ended December 31, 2016, was primarily attributable to proceeds of $10.7 million from our Divested Benefits Businesses, net of tax, which were sold in a series of transactions in the third quarter of 2015, and our United Kingdom business, which was sold in the second quarter of 2016, resulting in a gain on sale of $5.9 million.

Net loss attributable to Ceridian. Net loss attributable to Ceridian improved by $83.7 million to $9.2 million for the year ended December 31, 2017, compared to $92.9 million for the year ended December 31, 2016.

 

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HCM Segment Results

The following table presents certain financial information concerning the HCM segment’s results of operations for the periods presented.

 

     Year ended
December 31,
    Increase /
(Decrease)
    % of Revenue  
     2017      2016     Amount     %     2017     2016  
     (Dollars in millions)  

Cloud revenue

   $ 404.3      $ 297.8     $ 106.5       35.8     60.3     47.8

Bureau revenue

     266.5        325.8       (59.3     (18.2 )%      39.7     52.2
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total HCM Revenue

   $ 670.8      $ 623.6     $ 47.2       7.6     100.0     100.0

Operating profit (loss)

   $ 33.0      $ (8.6   $ 41.6       483.7     4.9     (1.4 )% 

Depreciation and amortization

     53.8        53.2       0.6       1.1     8.0     8.5

HCM EBITDA from continuing operations (a)

     86.8        44.6       42.2       94.6     12.9     7.2

Other adjustments (b)

     31.0        44.3       (13.3     (30.0 )%      4.6     7.1
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

HCM Adjusted EBITDA (c)

   $ 117.8      $ 88.9     $ 28.9       32.5     17.6     14.3
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) We define HCM EBITDA from continuing operations as HCM net loss before interest, taxes, depreciation and amortization, and discontinued operations.
(b) Other adjustments include sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring charges, and environmental reserves charges.
(c) For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please see “Prospectus Summary—Summary Historical Consolidated Financial and Other Data.”

HCM revenue increased $47.2 million, or 7.6%, to $670.8 million for the year ended December 31, 2017, compared to $623.6 million for the year ended December 31, 2016. On a constant currency basis, revenue grew 6.8%. This adjusted revenue growth was driven by an increase of 34.5%, in Cloud revenue, which was partially offset by a decline of 18.6%, in Bureau revenue. The increase in Cloud revenue was driven by Cloud recurring services revenue, which increased by 39.0%, and Cloud professional services and other revenue, which increased by 15.9%. The decline in Bureau revenue was primarily attributable to customer attrition and customer migrations to Dayforce.

The table below presents total HCM segment gross margin and HCM solution gross margins for the periods presented, both as presented and on a pro forma basis as if the changes to allocation methodologies of certain costs in 2017 discussed above had been in effect in 2016 and 2015.

 

     Year ended December 31,  
     2017     2016     2016
Pro-Forma
    2015     2015
Pro-Forma
 

Total HCM segment gross margin

     39.3     36.6     35.8     40.3     36.4

Gross margin by HCM solution:

          

Cloud recurring services

     62.8     64.2     60.2     60.1     58.3

Bureau recurring services

     72.7     60.1     72.5     64.4     67.3

Professional services and other

     (87.8 )%      (78.4 )%      (114.0 )%      (75.7 )%      (120.1 )% 

HCM segment gross margin is defined as total HCM gross profit as a percentage of total HCM revenue, inclusive of HCM product development and management costs as well as HCM depreciation and amortization associated with cost of revenue. Gross margin for each HCM solution in the table above is defined as total revenue less cost of revenue for the applicable solution as a percentage of total revenue for that related HCM solution, exclusive of any product development and management or depreciation and amortization cost allocations. Cloud recurring services gross margin was 62.8% for the year ended December 31, 2017, compared

 

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to 60.2% on a pro-forma basis, for the year ended December 31, 2016. Bureau recurring services gross margin was 72.7% for the year ended December 31, 2016, which was relatively unchanged on a comparable pro forma basis for the year ended December 31, 2016. Professional services and other gross margin was (87.8)% for the year ended December 31, 2017, improving from (114.0)% on a comparable pro forma basis for the year ended December 31, 2016, reflecting productivity improvements.

HCM operating profit (loss) and HCM Adjusted EBITDA increased $41.6 million and $28.9 million, respectively, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to a $47.2 million increase in revenue and gross margin improvement.

LifeWorks Segment Results

The following table presents certain financial information concerning the LifeWorks segment’s financial results.

 

     Year ended
December 31,
     Increase/
(Decrease)
    % of Revenue  
     2017     2016      Amount     %     2017     2016  
     (Dollars in millions)  

Revenue

   $ 79.9     $ 80.6      $ (0.7     (0.9 )%      100.0     100.0

Operating (loss) profit

   $ (0.4   $ 4.5      $ (4.9     (108.9 )%      (0.5 )%      5.6

Depreciation and amortization

     4.1       4.1        —         —       5.1     5.1
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

LifeWorks EBITDA (a)

     3.7       8.6        (4.9     (57.0 )%      4.6.     10.7

Other adjustments (b)

     1.1       2.8        (1.7     (60.7 )%      1.4     3.5
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

LifeWorks Adjusted EBITDA

   $ 4.8     $ 11.4      $ (6.6     (57.9 )%      6.0     14.1
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) We define LifeWorks EBITDA as LifeWorks net income before taxes, depreciation and amortization.
(b) Other adjustments include non-cash share-based compensation expense.

On a constant currency basis, LifeWorks revenue declined 1.0% for the year ended December 31, 2017, compared to the year ended December 31, 2016.

LifeWorks operating (loss) profit and LifeWorks Adjusted EBITDA declined $4.9 million and $6.6 million, respectively, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily driven by an increase of $4.6 million in selling, general, and administrative expense.

 

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Year Ended December 31, 2016, Compared With Year Ended December 31, 2015

Consolidated Results

The following table sets forth our results of operations for the periods presented.

 

     Year ended
December 31,
    Increase/
(Decrease)
    % of Revenue  
       2016         2015       Amount       %         2016         2015    
     (Dollars in millions)  

Revenue:

            

Recurring services

            

Cloud

   $   239.5     $   182.9     $     56.6       30.9     34.0     26.4

Bureau

     319.2       376.9       (57.7     (15.3 )%      45.3     54.3

LifeWorks

     80.6       81.8       (1.2     (1.5 )%      11.4     11.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recurring services

     639.3       641.6       (2.3     (0.4 )%      90.8     92.5

Professional services and other

     64.9       52.3       12.6       24.1     9.2     7.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     704.2       693.9       10.3       1.5     100.0     100.0

Cost of revenue:

            

Recurring services

            

Cloud

     85.8       73.0       12.8             17.5         12.2         10.5

Bureau

     127.3       134.0       (6.7     (5.0 )%      18.1     19.3

LifeWorks

     43.2       49.6       (6.4     (12.9 )%      6.1     7.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recurring services

     256.3       256.6       (0.3     (0.1 )%      36.4     37.0

Professional services and other

     115.8       91.9       23.9       26.0     16.4     13.2

Product development and management

     49.2       46.0       3.2       7.0     7.0     6.6

Depreciation and amortization

     24.0       18.6       5.4       29.0     3.4     2.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     445.3       413.1       32.2       7.8     63.2     59.5

Gross profit

     258.9       280.8       (21.9     (7.8 )%      36.8     40.5

Costs and expenses:

            

Selling, general, and administrative

     249.8       245.5       4.3       1.8     35.5     35.4

Other expense, net

     13.2       27.8       (14.6     (52.5 )%      1.9     4.0

Interest expense, net

     87.4       87.8       (0.4     (0.5 )%      12.4     12.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     350.4       361.1       (10.7     (3.0 )%      49.8     52.0

Loss from continuing operations before income taxes

     (91.5     (80.3     (11.2     (13.9 )%      (13.0 )%      (11.6 )% 

Income tax expense

     17.8       8.6       9.2       107.0     2.5     1.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (109.3     (88.9     (20.4     (22.9 )%      (15.5 )%      (12.8 )% 

Income (loss) from discontinued operations

     16.5       (15.8     32.3       204.4     2.3     (2.3 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (92.8     (104.7     11.9       11.4     (13.2 )%      (15.1 )% 

Net income attributable to noncontrolling interest

     0.1       —         0.1       n.m.       —       —  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

   $ (92.9   $ (104.7   $ 11.8       11.3     (13.2 )%      (15.1 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

“n.m.” represents comparisons that are not meaningful to this analysis.

 

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Revenue. The following table sets forth certain information regarding our consolidated revenues for the year ended December 31, 2016 compared with the year ended December 31, 2015.

 

     Percentage change in
revenue as reported
    Impact of changes in
foreign currency
    Percentage change
in revenue
on constant
currency basis (a)
 

Revenue

      

Cloud

      

Recurring services

     30.9     (2.1 )%      33.0

Professional services and other

     37.8     (1.4 )%      39.2
  

 

 

   

 

 

   

 

 

 

Total Cloud revenue

     32.2     (2.0 )%      34.2

Bureau (b)

                        (15.8 )%                          (0.7 )%                      (15.1 )% 

LifeWorks

     (1.5 )%      (2.2 )%      0.7
  

 

 

   

 

 

   

 

 

 

Total revenue

     1.5     (1.2 )%      2.7

 

(a) We present revenue growth on a constant currency to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. We calculate percentage change in revenue on a constant currency basis by applying a fixed 1.30 Canadian dollar to 1 U.S. dollar foreign exchange rate to revenues originally booked in Canadian dollars and 0.625 British pound sterling to 1 U.S. dollar foreign exchange rate to revenues originally booked in British pound sterling for all applicable periods.
(b) Consists of Recurring services revenue and Professional services and other revenue related to Bureau.

Total revenue increased $10.3 million, or 1.5%, to $704.2 million for the year ended December 31, 2016, compared to $693.9 million for the year ended December 31, 2015. This increase was primarily driven by an increase in Cloud revenue of $72.6 million, or 32.2%, from $225.2 million for the year ended December 31, 2016, to $297.8 million for the year ended December 31, 2017. The Cloud revenue increase was driven by an increase of $56.6 million, or 30.9%, in Cloud recurring services revenue, and $16.0 million, or 37.8%, in Cloud professional services and other revenue. The increase in Cloud recurring services revenue of $56.6 million was due to $43.2 million from new customers, add-ons, and revenue uplift from the migration of Bureau customers; $19.5 million from the migration of Bureau customers; $3.0 million from increase float revenue related to Cloud recurring services; partially offset by customer losses of $9.1 million. The increase in Cloud revenue was partially offset by a decline in Bureau recurring services revenue of $57.7 million, or 15.3%; a decline in Bureau professional services and other revenue of $3.4 million, or 34.0%; and a decline in LifeWorks revenue of $1.2 million, or 1.5%. On a constant currency basis, total revenue grew 2.7%. This adjusted revenue growth was driven by an increase of 34.2% in Cloud revenue and an increase of 0.7% in LifeWorks revenue, which was partially offset by a decline of 15.1% in Bureau revenue. Of the decline in Bureau revenue, approximately 65% was driven by customer attrition and approximately 35% was driven by customer migrations to Dayforce. Cloud revenue growth, on a constant currency basis, of 34.2% for the year ended December 31, 2016, compared to the year ended December 31, 2015, was driven by 39.2% of growth in professional services and other revenue and 33.0% of growth in Cloud recurring services revenue.

Cost of revenue. Total cost of revenue was $445.3 million, an increase of $32.2 million, or 7.8%, compared to the year ended December 31, 2015. This increase was primarily due to a $23.9 million increase in professional services and other cost of revenue, partially offset by a $0.3 million reduction in recurring services cost of revenue. Recurring services cost of revenue was reduced by $0.3 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily due to a reduction in costs associated with a decline in Bureau revenue, as well as foreign currency translation. The increase in cost of revenue for professional services and other of $23.9 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, was driven by significant investments in implementation staffing to support the rapid growth in Cloud customers. Product development and management expenses increase $3.2 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, due to higher headcount to support the continued development of the Dayforce platform, as well as a $4.6 million increase in LifeWorks spending following the formation of the LifeWorks joint

 

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venture, partially offset by a reduction in Bureau spending. Depreciation and amortization increased by $5.4 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, as the majority of software development costs for Cloud HCM services are capitalized and included as internally developed software costs within property, plant, and equipment in our consolidated balance sheets.

Selling, general, and administrative expense. Selling, general, and administrative expense increased by $4.3 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily as a result of increased sales and marketing spending and increased share-based compensation expense, partially offset by certain cost reduction measures. Sales and marketing expense was $111.1 million for the year ended December 31, 2016, compared to $100.6 million for the year ended December 31, 2015.

Other expense. During the year ended December 31, 2016, we incurred $13.2 million of other expense, net, compared to $27.8 million of other expense, net, for the year ended December 31, 2015. The other expense, net, for the year ended December 31, 2016, was primarily the result of an impairment of $10.2 million to our trade name intangible asset and an adjustment of $5.9 million to our environmental reserve liability to reflect more stringent remediation requirements, partially offset by foreign currency translation income. The other expense, net, for the year ended December 31, 2015, was primarily the result of an asset impairment of $22.6 million to our trade name intangible asset, as well as foreign currency translation expense.

Interest expense. Interest expense for the years ended December 31, 2016 and 2015 was $87.4 million and $87.8 million, respectively.

Income tax expense. Income tax expense increased to $17.8 million for the year ended December 31, 2016, as compared to $8.6 million for the year ended December 31, 2015. This tax increase was primarily due to the establishment of the LifeWorks joint venture, the tax expense for tax contingencies, and the tax expense attributable to unremitted foreign earnings. This increase was partially offset by a reduction in the valuation allowance, the non-recurring tax expense related to the prior year expiration of foreign tax credits, and other reductions.

Discontinued operations. In the years ended December 31, 2016 and 2015, we had income from discontinued operations of $16.5 million and a loss from discontinued operations of $15.8 million, respectively. In the year ended December 31, 2016, income from discontinued operations was primarily related to proceeds received from the sale of the Divested Benefits Businesses of $10.7 million, net of tax, and the gain on the sale of the United Kingdom business of $5.9 million. In the year ended December 31, 2015, loss from discontinued operations was primarily related to the loss recognized on the sale of the Divested Benefits Businesses of $28.9 million, which included goodwill assigned of $22.5 million, partially offset by net operating income from all discontinued operations. Because the consideration received from the sale of the Divested Benefits Businesses was contingent upon the number and dollar value of successful customer transactions, the proceeds were recorded when earned. Please refer to Note 3, “Discontinued Operations,” to our consolidated financial statements for further discussion.

Net loss attributable to Ceridian. Net loss attributable to Ceridian improved by $11.8 million to $92.9 million for the year ended December 31, 2016, compared to $104.7 million for the year ended December 31, 2015.

 

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HCM Segment Results

The following table presents certain financial information concerning the HCM segment’s results of operations for the periods presented.

 

     Year ended
December 31,
    Increase/
(Decrease)
    % of Revenue  
     2016     2015     Amount     %     2016     2015  
     (Dollars in millions)  

Cloud revenue

   $ 297.8     $ 225.2     $ 72.6       32.2     47.8     36.8

Bureau revenue

     325.8       386.9       (61.1     (15.8 )%      52.2     63.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total HCM revenue

   $ 623.6     $ 612.1     $ 11.5       1.9     100.0     100.0

Operating profit (loss)

     (8.6     (1.1     (7.5     (681.8 )%      (1.9 )%      (0.2 )% 

Depreciation and amortization

     53.2       52.3       0.9       1.7     8.5     8.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

HCM EBITDA from continuing operations (a)

     44.6       51.2       (6.6     (12.9 )%      7.2     8.4

Other adjustments (b)

     44.3       48.5       (4.2     (8.7 )%      7.1     7.9
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

HCM Adjusted EBITDA (c)

   $ 88.9     $ 99.7     $ (10.8     (10.8 )%      14.3     16.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) We define HCM EBITDA from continuing operations as HCM net loss before interest, taxes, depreciation and amortization, and discontinued operations.
(b) Other adjustments include sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring charges, and environmental reserve charges.
(c) For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please see “Prospectus Summary — Summary Historical Consolidated Financial and Other Data.”

HCM revenue increased $11.5 million to $623.6 million for the year ended December 31, 2016, compared to $612.1 million for the year ended December 31, 2015. On a constant currency basis, revenue grew 3.0%. This adjusted revenue growth was driven by an increase of 34.2%, in Cloud revenue, which was partially offset by a decline of 15.1%, in Bureau revenue. The increase in Cloud revenue was driven by a 39.2% increase in professional services and other revenue and a 33.0% increase in Cloud recurring services revenue. The decline in Bureau revenue was attributable to customer attrition and customer migrations to Dayforce.

The following table sets forth gross margin information for the HCM segment for the periods presented.

 

     Year ended December 31,  
         2016             2015      

Total HCM segment gross margin

     36.6     40.3

Gross margin by HCM solution:

    

Cloud recurring services

     64.2     60.1

Bureau recurring services

     60.1     64.4

Professional services and other

     (78.4 )%      (75.7 )% 

Cloud recurring services gross margin was 64.2% for the year ended December 31, 2016, compared to 60.1%, for the year ended December 31, 2015. Bureau recurring services gross margin was 60.1% for the year ended December 31, 2016, compared to 64.4% for the year ended December 31, 2015. Professional services and other gross margin was (78.4)% for the year ended December 31, 2016, compared to (75.7)% for the year ended December 31, 2015.

HCM operating loss and HCM Adjusted EBITDA declined $7.5 million and $10.8 million, respectively, for the year ended December 31, 2016, compared to the year ended December 31, 2015, as the $29.9 million

 

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increase in cost of revenue, primarily associated with increases in implementation resources and product development expense, was only partially offset by the $11.5 million increase in revenue.

LifeWorks Segment Results

The following table presents certain financial information concerning the LifeWorks segment’s results of operations for the periods presented.

 

     Year ended
December 31,
     Increase /
(Decrease)
    % of Revenue  
     2016      2015      Amount     %     2016     2015  
     (Dollars in millions)  

Revenue

   $ 80.6      $ 81.8      $ (1.2     (1.5 )%      100.0     100.0

Operating profit

     4.5        8.6        (4.1     (47.7 )%      5.6     10.5

Depreciation and amortization

     4.1        3.7        0.4       10.8     5.1     4.5
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

LifeWorks EBITDA (a)

     8.6        12.3        (3.7     (30.1 )%      10.7     15.0

Other adjustments (b)

     2.8        —          2.8       n.m.       3.5     0.0
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

LifeWorks Adjusted EBITDA 

   $ 11.4      $ 12.3      $ (0.9     (7.3 )%      14.1     15.0
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) We define LifeWorks EBITDA as LifeWorks net income before taxes, and depreciation and amortization.
(b) Other adjustments include non-cash share-based compensation expense for our LifeWorks segment.

“n.m.” represents comparisons that are not meaningful to this analysis.

LifeWorks revenue was relatively flat for the year ended December 31, 2016, compared to the year ended December 31, 2015, on a constant currency basis.

LifeWorks operating profit and LifeWorks Adjusted EBITDA declined $4.1 million and $0.9 million, respectively, in 2016, compared to 2015, primarily driven by a $4.6 million increase in product development spending following the formation of the LifeWorks joint venture.

Quarterly Results of Operations

The following table sets forth statements of operations data for each of the quarters presented. We have prepared the quarterly statements of operations data on a basis consistent with the audited consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the financial information reflects all adjustments, consisting of normal recurring adjustments, which we consider necessary for a fair presentation of this data. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results for any future period.

 

    Three months ended  
    December 31,
2017
    September 30,
2017
    June 30,
2017
    March 31,
2017
    December 31,
2016
    September 30,
2016
    June 30,
2016
    March 31,
2016
 
    (Dollars in millions)  

Revenue:

               

Recurring services

  $         180.3     $         166.6     $          160.1     $          171.4     $           168.7     $         154.0     $          151.7     $          164.9  

Professional services and other

    22.1       17.9       16.7       15.6       20.5       15.9       14.8       13.7  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    202.4       184.5       176.8       187.0       189.2       169.9       166.5       178.6  

Cost of revenue:

               

Recurring services

    62.1       58.9       59.8       58.8       68.1       66.9       61.8       59.5  

Professional services and other

    33.0       34.8       34.1       33.9       28.8       31.0       29.4       26.6  

Product development and management

    13.4       12.4       11.8       12.8       11.8       12.8       12.6       12.0  

 

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    Three months ended  
    December 31,
2017
    September 30,
2017
    June 30,
2017
    March 31,
2017
    December 31,
2016
    September 30,
2016
    June 30,
2016
    March 31,
2016
 
    (Dollars in millions)  

Depreciation and amortization

    8.2       8.2       7.8       7.7       6.2       6.2       5.9       5.7  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    116.7       114.3       113.5       113.2       114.9       116.9       109.7       103.8  

Gross profit

    85.7       70.2       63.3       73.8       74.3       53.0       56.8       74.8  

Costs and expenses:

               

Selling, general, and administrative

    71.5       60.6       60.2       60.7       65.5       61.8       58.7       63.8  

Other expense (income), net

    0.4       4.1       2.0       0.9       (2.1     3.7       9.9       1.7  

Interest expense, net

    21.8       21.9       22.0       21.4       21.9       21.8       21.8       21.9  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    93.7       86.6       84.2       83.0       85.3       87.3       90.4       87.4  

Loss from continuing operations before income taxes

    (8.0     (16.4     (20.9     (9.2     (11.0     (34.3     (33.6     (12.6

Income tax expense (benefit)

    (52.4     3.3       1.9       2.5       9.9       7.3       (0.9     1.5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

    44.4       (19.7     (22.8     (11.7     (20.9     (41.6     (32.7     (14.1

(Loss) income from discontinued operations

    (0.3     (0.9     —         0.5       (3.5     3.4       11.8       4.8  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    44.1       (20.6     (22.8     (11.2     (24.4     (38.2     (20.9     (9.3

Net (loss) income attributable to noncontrolling interest

    (0.9     (0.5     0.1       —         (0.8     0.6       0.2       0.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Ceridian

  $ 45.0     $ (20.1   $ (22.9   $ (11.2   $ (23.6   $ (38.8   $ (21.1   $ (9.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liquidity and Capital Resources

Our primary sources of liquidity are our existing cash and equivalents, cash provided by operating activities, borrowings under our credit facilities, and proceeds from equity offerings. As of December 31, 2017, we had cash and equivalents of $99.6 million and availability under our revolving credit facility of $45.0 million. No cash amounts were drawn on the revolving credit facility as of December 31, 2017. Our total indebtedness was $1,132.3 million as of December 31, 2017. See “Description of Material Indebtedness.” After giving effect to the application of the estimated net proceeds from this offering, our total indebtedness will be $        million. See “Use of Proceeds.”

Our primary liquidity needs are related to funding of general business requirements, including the payment of interest and principal on our indebtedness, working capital, capital expenditures, pension contributions, and product development.

Our customer trust funds are held and invested with the primary objectives being to ensure adequate liquidity to meet cash flow requirements and to protect the principal balance. Accordingly, we maintain on average approximately 45% of customer trust funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 55% of customer trust funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage-backed, municipal, corporate and bank securities. To maintain sufficient liquidity in the trust to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing. The assets held in trust are intended for the specific purpose of satisfying client fund obligations and therefore are not freely available for our general business use.

We believe that our cash flow from operations, availability under our revolving credit facility, and available cash and equivalents will be sufficient to meet our liquidity needs for the foreseeable future. We anticipate that to the extent that we require additional liquidity, it will be funded through the issuance of equity, the incurrence of additional indebtedness, or a combination thereof. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and to fund our capital requirements are also dependent on our future financial performance, which is

 

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subject to general economic, financial, and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution.

Statements of Cash Flows

The following table provides a summary of cash flows from operating, investing, and financing activities for the periods presented.

 

     Year ended December 31,  
     2017     2016     2015  
     (Dollars in millions)  

Net cash flows

      

Net cash used in operating activities—continuing operations

   $ (39.1   $ (67.4   $ (32.3

Net cash (used in) provided by investing activities—continuing operations

     (407.4     725.3       317.2  

Net cash provided by (used in) financing activities—continuing operations

     406.8       (592.5     (358.7

Net cash flows (used in) provided by discontinued operations

     (0.7     (8.6     11.2  

Effect of exchange rate on cash

     8.6       1.3       (10.4
  

 

 

   

 

 

   

 

 

 

Net cash flows (used) provided

     (31.8     58.1       (73.0

Cash and equivalents at end of period

   $ 99.6     $ 131.4     $ 63.2  

Net cash flows of customer trust funds

      

Net cash (used in) provided by investing activities—continuing operations

   $ (356.1   $ 655.7     $ 351.7  

Net provided by (used in) in financing activities—continuing operations

     356.1       (655.7     (351.7
  

 

 

   

 

 

   

 

 

 

Net cash flows provided by customer trust funds—continuing operations

     —         —