Ceridian(CDAY) - 2023 Q4 - Annual Report

PART I Item 1. Business Dayforce, Inc. is a global HCM software company offering a full suite of functionalities through its flagship Dayforce platform and Powerpay for Canadian small businesses, focusing on strategic growth levers and customer success - Dayforce, Inc. (formerly Ceridian HCM Holding Inc.) is a global HCM software company, with its flagship Dayforce platform providing comprehensive HR, payroll, tax, workforce management, benefits, and talent intelligence functionalities, while Powerpay serves the Canadian small business market[134][97] - The company's long-term strategy is driven by five growth levers: new customer acquisition, Dayforce platform extension, enterprise segment expansion, accelerated global growth, and innovation in adjacent HCM markets (e.g., Dayforce Wallet)[134] - Dayforce Wallet, a digital payment solution, provides employees instant access to net earnings, generating interchange fee revenue, and as of December 31, 2023, it had over 1,860 signed customers, 1,150 live customers, and an average registration rate above 60% of eligible employees[16] - Customer base for the Dayforce platform grew from 482 in 2012 to 6,393 as of December 31, 2023, representing approximately 6.84 million global employees, with no single customer accounting for more than 2% of 2023 revenues[20] - Technology and innovation are core to Dayforce, Inc., with a customer-driven R&D process utilizing a modern Cloud technology stack and agile methodologies, and Cloud-based applications are primarily hosted by third-party providers like Microsoft Azure and AWS[22] - The company's ESG approach is guided by five pillars: Governance and Trust, Our People, Tech for Good, Our Communities, and the Environment[189] Products and Solutions Services and Support Customers Selling and Marketing Technology, Hosting, and Research and Development ("R&D") Dayforce National Trust Bank Intellectual Property Competition Seasonality Environmental, Social, and Governance ("ESG") and Human Capital Available Information Information about Our Executive Officers Item 1A. Risk Factors The company faces significant risks including challenges in maintaining Cloud solutions growth, disruptions in payroll fund movement, vulnerabilities from aging software infrastructure and cyber-attacks, and compliance with evolving data privacy regulations, alongside operational and financial risks from rapid growth and international expansion - Maintaining high Cloud solutions growth is critical, and failure to expand into new markets, penetrate existing ones, or successfully introduce new features (including AI/machine learning) could adversely affect revenue growth and market capitalization[56] - Disruptions in payroll fund movement, especially due to reliance on third-party vendors and complex regulations, could lead to significant losses and reputational harm[56] - Aging software infrastructure and migration to new platforms increase costs and vulnerability to cyber-attacks or operational disruptions, while information security breaches, non-compliance with FTC consent orders, or system disruptions could severely impact business and reputation[57] - Failure to comply with increasing privacy, data protection, and information security laws (e.g., GDPR, CCPA, CPRA) could result in significant costs, penalties, legal liability, and reputational damage, potentially restricting data-driven insights from AI[58] - The company's aggressive growth strategy, including international expansion and acquisitions, strains management and infrastructure, risking service quality, profitability, and compliance with local laws[58][60] - The company identified a material weakness in its internal control over financial reporting related to ineffective general information technology controls (GITCs) over Canadian trust and Powerpay revenue processes[89] Risks Related to Our Business and Industry Risks Related to Our Indebtedness Risks Related to Ownership of Our Common Stock General Risk Factors Item 1B. Unresolved Staff Comments The company reported no unresolved staff comments from the SEC - No unresolved staff comments were reported[101] Item 1C. Cybersecurity Dayforce, Inc. maintains a comprehensive information security program overseen by its Audit Committee and CISO, aligning with global standards and focusing on risk-aware workforce, product security, detection/response, and data governance, while acknowledging inherent risks and having a documented incident materiality assessment program - The company's cybersecurity program is overseen by the Audit Committee and CISO, aligning with COSO, ISO 31000, ISO 27001, NIST 800-171, and AICPA (SSAE18) standards[92][103] - Key focus areas for the information security program include global standards and operations, a risk-aware workforce, product security, detection and response, and data governance management[80] - The CISO, with over 25 years of experience, provides quarterly updates to the Audit Committee on the cybersecurity program and notable incidents, and Board members and senior executives participate in annual tabletop exercises[114] - A documented cybersecurity incident materiality assessment and disclosure program is jointly managed by Incident Response, Cybersecurity, and Corporate Legal teams to ensure timely escalation and disclosure decisions[114] Item 2. Properties Dayforce, Inc.'s corporate headquarters are in Minneapolis, Minnesota, with a major office in Toronto, Ontario, Canada, both leased, and the company leases additional office space globally, believing current facilities are adequate and additional space can be obtained as needed - Corporate headquarters are in Minneapolis, Minnesota, and a major office in Toronto, Ontario, Canada, both in leased facilities[115] - The company leases additional office space across North America, APJ, and EMEA, and believes current facilities meet needs with confidence in obtaining future space on reasonable terms[115] Item 3. Legal Proceedings Dayforce, Inc. is involved in routine legal proceedings but is not currently a party to any that would materially adversely affect its business, financial condition, or liquidity, with further discussions incorporated by reference from Note 15 to the consolidated financial statements - The company is not currently a party to any legal proceedings that, if determined adversely, would individually or collectively have a material adverse effect on its business, financial condition, or liquidity[116] - Legal matters are further discussed in Part II, Item 8, Note 15, 'Commitments and Contingencies' of the Form 10-K[116] Item 4. Mine Safety Disclosures This item is not applicable to Dayforce, Inc - Not applicable[117] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Dayforce, Inc.'s common stock trades on the NYSE and TSX under the symbol 'DAY', and the company does not intend to pay cash dividends in the foreseeable future, preferring to reinvest earnings, with 54 stockholders of record as of December 31, 2023 - Common stock began trading under the symbol 'DAY' on February 1, 2024, replacing 'CDAY'[119] - The company does not intend to pay cash dividends on its common stock in the foreseeable future, planning to retain future earnings for business operations and expansion[89][105] - As of December 31, 2023, there were 54 stockholders of record, with the actual number of stockholders being considerably greater due to beneficial ownership[106] Item 6. Reserved This item is reserved and contains no information - Item 6 is reserved[111] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Dayforce, Inc. is a global HCM software company focused on its Dayforce Cloud platform and Powerpay, with a business model prioritizing Dayforce growth and customer lifetime value, assessing performance using metrics like live Dayforce customers, Cloud ARR, revenue retention, and recurring revenue per customer, achieving total revenue of $1,513.7 million and net income of $54.8 million in 2023 - Dayforce, Inc. (formerly Ceridian HCM Holding Inc.) is a global HCM software company, with its flagship Dayforce Cloud HCM platform and Powerpay for Canadian small businesses[97] - The business model focuses on rapid growth of Dayforce and maximizing customer lifetime value, with high visibility into future revenues due to its subscription model and high customer retention rates[98] - Key performance indicators include live Dayforce customers, Cloud Annualized Recurring Revenue (ARR), Annual Dayforce revenue retention rate, and Dayforce recurring revenue per customer[543] Key Performance Measures (2023 vs. 2022) | Indicator | 2023 | 2022 | | :------------------------------------------ | :---------- | :---------- | | Live Dayforce customers | 6,393 | 5,993 | | Cloud Annualized Recurring Revenue (ARR) | $1,250.6 M | $1,041.3 M | | Annual Dayforce revenue retention rate | 97.1 % | 97.1 % | | Dayforce recurring revenue per customer | $146,771 | $121,425 | | Adjusted EBITDA | $410.2 M | $250.4 M | | Adjusted EBITDA margin | 27.1 % | 20.1 % | Consolidated Revenue (2023 vs. 2022) | Revenue Category | 2023 ($M) | 2022 ($M) | Increase ($M) | % Change | 2023 % of Total | 2022 % of Total | | :---------------------------- | :-------- | :-------- | :------------ | :------- | :-------------- | :-------------- | | Cloud Recurring | 1,211.4 | 908.4 | 303.0 | 33.4% | 80.0% | 72.9% | | Other Recurring | 85.9 | 139.2 | (53.3) | (38.3)% | 5.7% | 11.2% | | Total Recurring | 1,297.3 | 1,047.6 | 249.7 | 23.8% | 85.7% | 84.1% | | Professional services & other | 216.4 | 198.6 | 17.8 | 9.0% | 14.3% | 15.9% | | Total Revenue | 1,513.7 | 1,246.2 | 267.5 | 21.5% | 100.0% | 100.0% | Net Income (Loss) (2023 vs. 2022) | Metric | 2023 ($M) | 2022 ($M) | Change ($M) | % Change | | :---------------- | :-------- | :-------- | :---------- | :------- | | Net income (loss) | 54.8 | (73.4) | 128.2 | 174.7% | Overview Our Business Model How We Assess Our Performance Recent Events Results of Operations Liquidity and Capital Resources Critical Accounting Policies and Estimates Non-GAAP Financial Measures Item 7A. Quantitative and Qualitative Disclosures About Market Risk Dayforce, Inc. is exposed to market risks from foreign currency exchange rates, interest rates, and pension obligations, with interest rate changes significantly impacting float revenue and debt interest, and pension obligations sensitive to actuarial assumptions - The company is exposed to market risks related to foreign currency exchange rates, interest rates, and pension obligations[274] - Foreign currency risk is partially hedged by foreign currency denominated inflows, and a hypothetical 10% change is not expected to materially affect operations, with the company monitoring this for future hedging programs[274] - Interest rate risk affects float revenue, debt interest, and interest income on cash, where a 100 basis point decrease in market investment rates would decrease float revenue by approximately $25 million, while a 100 basis point decrease in reference rates would decrease interest expense by approximately $6 million[274] Estimated Sensitivity to Changes in Actuarial Assumptions (2024 Pension Benefits) | Assumption Change | Impact on 2024 Pension Benefits (Increase/(Decrease) in millions) | | :--------------------------------- | :---------------------------------------------------------------- | | Increase in discount rate (50 bps) | $0.1 | | Decrease in discount rate (50 bps) | $(0.1) | | Increase in return on plan asset (50 bps) | $(1.8) | | Decrease in return on plan asset (50 bps) | $1.8 | Item 8. Financial Statements and Supplementary Data This section presents Dayforce, Inc.'s audited consolidated financial statements for 2023, 2022, and 2021, including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, with an unqualified opinion on financial statements but an adverse opinion on internal control over financial reporting due to a material weakness in IT controls - KPMG LLP issued an unqualified opinion on the consolidated financial statements for the three-year period ended December 31, 2023[296] - KPMG LLP issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023, due to a material weakness related to ineffective general information technology controls (GITCs) over Canadian trust and Powerpay revenue processes[300] Consolidated Balance Sheet Highlights (as of December 31) | Metric | 2023 ($M) | 2022 ($M) | | :--------------------------- | :-------- | :-------- | | Total Assets | 9,010.9 | 8,463.5 | | Total Liabilities | 6,612.7 | 6,354.1 | | Total Stockholders' Equity | 2,398.2 | 2,109.4 | | Cash and Equivalents | 570.3 | 431.9 | | Customer Funds | 5,028.6 | 4,729.5 | | Customer Funds Obligations | 5,090.1 | 4,845.1 | | Long-term Debt (net) | 1,210.1 | 1,213.4 | Consolidated Statements of Operations Highlights (Year Ended December 31) | Metric | 2023 ($M) | 2022 ($M) | 2021 ($M) | | :------------------------------ | :-------- | :-------- | :-------- | | Total Revenue | 1,513.7 | 1,246.2 | 1,024.2 | | Gross Profit | 646.5 | 473.2 | 382.3 | | Operating Profit (Loss) | 133.1 | (25.8) | (35.5) | | Net Income (Loss) | 54.8 | (73.4) | (75.4) | | Basic Net Income (Loss) per Share | 0.35 | (0.48) | (0.50) | | Diluted Net Income (Loss) per Share | 0.35 | (0.48) | (0.50) | Consolidated Statements of Cash Flows Highlights (Year Ended December 31) | Metric | 2023 ($M) | 2022 ($M) | 2021 ($M) | | :-------------------------------------------- | :-------- | :-------- | :-------- | | Net cash provided by operating activities | 219.5 | 132.6 | 48.8 | | Net cash used in investing activities | (202.8) | (342.5) | (711.1) | | Net cash provided by financing activities | 242.0 | 764.6 | 491.9 | | Net increase in cash, restricted cash, and equivalents | 270.2 | 507.9 | (191.7) | - The company corrected an immaterial prior period error in the presentation of a Canadian bank account balance within 'customer funds' and 'customer funds obligations' and related cash flow items for 2022 and 2021[330][333][344] Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm (Opinion on Internal Control Over Financial Reporting) Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Dayforce, Inc. reported no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[568] Item 9A. Controls and Procedures Dayforce, Inc.'s management concluded that its disclosure controls and procedures were not effective as of December 31, 2023, due to a material weakness in general information technology controls (GITCs) related to user access and change management over Canadian trust and Powerpay revenue processes, with a remediation plan underway expected to be fully remediated by December 31, 2024 - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to a material weakness in general information technology controls (GITCs)[583] - The GITC Material Weakness is related to ineffective user access and change management over IT systems supporting Canadian trust and Powerpay revenue processes[584] - A remediation plan is in progress, including enhanced risk assessments, modified reporting lines, improved training, and stronger user access controls, with full remediation expected by December 31, 2024[587] - Despite the material weakness, management believes the consolidated financial statements fairly present the company's financial position, results of operations, and cash flows[583] Item 9B. Other Information William E. McDonald, Executive Vice President, General Counsel and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement on December 18, 2023, for the potential sale of up to 39,419 shares between May and September 2024, with no other directors or officers adopting or terminating such plans during the fiscal quarter - William E. McDonald adopted a Rule 10b5-1 trading arrangement on December 18, 2023, for the potential sale of up to 39,419 shares of common stock from May 20, 2024, through September 3, 2024[574] - The trading arrangement was established within the company's open trading window and in compliance with its insider trading policy[574] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to Dayforce, Inc - Not applicable[575] PART III Item 10. Directors, Executive Officers and Corporate Governance This section incorporates by reference information from the company's Proxy Statement regarding directors, executive officers, corporate governance, code of ethics, director nomination process, and the Audit Committee, with the company maintaining a Code of Conduct applicable to all employees, contractors, officers, and directors - Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Stockholders[591][606] - The company has a 'Code of Conduct' applicable to all employees, contractors, officers, and directors, available on its website[579][607] Item 11. Executive Compensation This section incorporates by reference information from the company's Proxy Statement regarding executive compensation, director compensation, and equity compensation plan information - Information on executive compensation, director compensation, and equity compensation plan information is incorporated by reference from the Proxy Statement[609] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section incorporates by reference information from the company's Proxy Statement concerning security ownership of certain beneficial owners and management, as well as securities authorized for issuance under equity compensation plans - Information on security ownership of certain beneficial owners and management, and securities authorized for issuance under equity compensation plans, is incorporated by reference from the Proxy Statement[593][610] Item 13. Certain Relationships and Related Transactions, and Director Independence This section incorporates by reference information from the company's Proxy Statement regarding certain relationships, related party transactions, and director independence - Information on certain relationships, related party transactions, and director independence is incorporated by reference from the Proxy Statement[596] Item 14. Principal Accounting Fees and Services KPMG LLP, Minneapolis, MN, is the independent registered public accounting firm for Dayforce, Inc., and information regarding principal accounting fees and services is incorporated by reference from the Proxy Statement - KPMG LLP is the independent registered public accounting firm[597] - Information on principal accounting fees and services is incorporated by reference from the Proxy Statement[597] PART IV Item 15. Exhibits, Financial Statement Schedules This section lists the consolidated financial statements, financial statement schedules, and exhibits filed as part of the Annual Report on Form 10-K, with all financial statement schedules omitted as they are not applicable or the required information is presented in the financial statements or notes - The section includes a list of consolidated financial statements, financial statement schedules, and exhibits[602][603][611] - All financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes[618]