● |
Adjusted
diluted earnings per share of $0.95
|
|
● |
Total
revenue growth of 5%
|
|
● |
Internal
revenue growth of 2%
|
|
● |
New
business signings of $212 million of annual
recurring revenue
|
● |
Commercial
signings represented 71% of new business signings and Government
contributed 29%. From a service line perspective, business
process outsourcing contributed 79% of new business signings and 21% were
information technology outsourcing.
|
● |
The
Commercial segment contributed 61% of revenues and grew 6%, with 2%
internal growth. The Government segment contributed 39% of
revenues and grew 2%, all of which was internal.
|
|
● |
Adjusted non-GAAP operating income was $162
million with an adjusted operating margin of 9.7%. These
results were negatively impacted by deferred compensation costs of
approximately $9 million, or 50 basis points. These costs are included in
the Company’s adjusted non-GAAP operating income and are offset in the
Company’s other non-operating expense. See “Reconciliation of Reported
GAAP Results to Adjusted Non-GAAP Results” below.
|
|
● |
The
first quarter of the Company’s fiscal year is typically the lowest quarter
of cash flow due to the payment of prior year management
bonuses. Operating cash flow for the first quarter of fiscal
year 2010 was negative $21 million, or -1% of revenues. Capital
expenditures and additions to intangible assets was $128 million, or 8% of
revenues. Free cash flow was negative $149 million, or -9% of
revenues. The Company’s cash balance was $559 million at
September 30, 2009.
|
|
Three
Months Ended
|
|||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 1,676,996 | $ | 1,604,454 | ||||
Operating
expenses:
|
||||||||
Cost
of revenues:
|
||||||||
Wages
and benefits
|
767,515 | 734,016 | ||||||
Services
and supplies
|
428,377 | 373,505 | ||||||
Rent,
lease and maintenance
|
205,091 | 202,143 | ||||||
Depreciation
and amortization
|
96,887 | 97,606 | ||||||
Other
|
11,556 | 10,348 | ||||||
Cost
of revenues
|
1,509,426 | 1,417,618 | ||||||
Other
operating expenses
|
37,260 | 14,088 | ||||||
Total
operating expenses
|
1,546,686 | 1,431,706 | ||||||
Operating
income
|
130,310 | 172,748 | ||||||
Interest
expense
|
29,254 | 35,208 | ||||||
Other
non-operating expense (income), net
|
(9,096 | ) | 3,700 | |||||
Pretax
profit
|
110,152 | 133,840 | ||||||
Income
tax expense
|
41,358 | 50,205 | ||||||
Net
income
|
$ | 68,794 | $ | 83,635 | ||||
Earnings
per share:
|
||||||||
Basic
|
$ | 0.70 | $ | 0.86 | ||||
Diluted
|
$ | 0.70 | $ | 0.85 | ||||
Shares
used in computing earnings per share:
|
||||||||
Basic
|
97,642 | 97,307 | ||||||
Diluted
|
98,091 | 98,091 |
September
30,
|
June
30,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 558,761 | $ | 730,911 | ||||
Accounts
receivable, net
|
1,524,199 | 1,415,707 | ||||||
Income
taxes receivable
|
- | 19,210 | ||||||
Prepaid
expenses and other current assets
|
252,196 | 249,257 | ||||||
Total
current assets
|
2,335,156 | 2,415,085 | ||||||
Property,
equipment and software, net
|
979,123 | 955,158 | ||||||
Goodwill
|
2,896,593 | 2,894,189 | ||||||
Other
intangibles, net
|
446,190 | 436,383 | ||||||
Other
assets
|
190,822 | 200,158 | ||||||
Total
assets
|
$ | 6,847,884 | $ | 6,900,973 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 218,940 | $ | 272,889 | ||||
Accrued
compensation and benefits
|
177,061 | 251,510 | ||||||
Other
accrued liabilities
|
395,634 | 388,262 | ||||||
Income
taxes payable
|
3,524 | - | ||||||
Deferred
taxes
|
91,567 | 90,798 | ||||||
Current
portion of long-term debt
|
293,088 | 295,172 | ||||||
Current
portion of unearned revenue
|
171,365 | 187,349 | ||||||
Total
current liabilities
|
1,351,179 | 1,485,980 | ||||||
Long-term
debt
|
2,030,287 | 2,041,529 | ||||||
Deferred
taxes
|
479,009 | 469,606 | ||||||
Other
long-term liabilities
|
284,960 | 281,726 | ||||||
Total
liabilities
|
4,145,435 | 4,278,841 | ||||||
Total
stockholders' equity
|
2,702,449 | 2,622,132 | ||||||
Total
liabilities and stockholders' equity
|
$ | 6,847,884 | $ | 6,900,973 |
1. |
Costs related to our internal
investigation of our stock option grant practices, investigations begun by
the Securities and Exchange Commission and Department of Justice, and
shareholder derivative suits, net of insurance
reimbursements: The Company incurred costs related to
our internal investigation, as well as those of the SEC and DOJ. In
addition, several derivative lawsuits were filed in connection with our
stock option grant practices, generally alleging claims related to breach
of fiduciary duty and unjust enrichment by certain of our directors and
senior executives and the Company has incurred costs related to these
lawsuits. The derivative suits were settled during fiscal
2009. The Company made claims under its directors’ and
officers’ insurance policies for reimbursement of these costs and has
received a significant reimbursement from the insurance carriers.
Management believes that these costs and related insurance reimbursements,
although material, are not related to the Company’s ongoing operations and
that excluding them helps to provide a more meaningful representation of
the Company's operating performance.
|
|
2. |
Costs related to buyout offers
and related shareholder derivative suits: The Company
has incurred costs to evaluate our strategic alternatives, including the
proposal from Darwin Deason, Chairman of the Board of Directors
(“Chairman”), and Cerberus. In addition, several lawsuits were filed in
connection with the announced buyout transaction, generally alleging
claims related to breach of fiduciary duty, and seeking class action
status (collectively, “Buyout Related Costs”). Those lawsuits have been
resolved. Management expects that the Company may continue to
incur costs related to our evaluation of strategic
alternatives. Management believes that these costs, although
material and possibly recurring, are not related to the Company’s ongoing
operations and that excluding them helps to provide a more meaningful
representation of the Company's operating performance.
|
|
3. |
Cost related to certain former
employees’ stock options: The exercise price of certain
former employees’ vested, unexercised and outstanding stock options were
less than the fair market value per share of ACS stock on the revised
measurement dates for such stock options. During the first
quarter of fiscal year 2008, the Company notified certain former employees
that the Company will pay them the additional 20% income tax imposed by
Section 409(a) if a triggering event occurs and if the employee is
required to recognize and report W-2 income under Section 409(a), subject
to certain limitations. During the three month period ended
September 30, 2009, the Company recorded a charge of approximately $0.8
million, based on the market price of ACS common stock. During
the three month period ended September 30, 2008, the Company recorded a
credit of approximately $0.3 million, based on the market price of ACS
common stock. The Company will adjust this accrual to the fair
market value of ACS stock each quarter until the options are exercised
(“Income Tax Reimbursements”). Management believes that these
costs are not related to the Company’s ongoing operations and that
excluding them helps to provide a more meaningful representation of the
Company's operating performance.
|
4. |
Gain related to sale of our
bindery business: In the first quarter of fiscal year
2009, the Company divested its bindery business and recognized a pre-tax
gain of $0.2 million and an after-tax loss of $0.8 million. Management
believes that the bindery business is not strategic to our ongoing
operations and its sale is an isolated event. Management
believes excluding the gain on its sale better reflects the performance of
the Company's continuing operations.
|
|
5. |
Legal
settlement: In a tentative agreement to settle in
September 2009 which was finalized on October 9, 2009, the Company settled
an action 4KS Aviation III, Inc. v.
Darwin A. Deason, DDH Aviation, LLC, and Affiliated Computer Services,
Inc. As part of the settlement, the Company paid the plaintiff
approximately $12.0 million which included the acquisition of three
airplanes which will be recorded at their fair market value of
approximately $4.0 million, and agreed to a dismissal, with prejudice, of
the case. We recorded a charge of $8.0 million during the three
months ended September 30, 2009 related to the settlement. All other
defendants in the case were voluntarily dismissed with prejudice by the
plaintiff. Management believes this settlement is not related
to the Company’s ongoing operations and that excluding it provides a more
meaningful representation of the Company's operating
performance.
|
|
6. |
Xerox transaction
cost: On September 27, 2009, Xerox and the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”)
which has been approved by the Board for Directors of the Company and
Xerox. As a result of the Merger Agreement, we recorded a charge of $18.1
million in costs related to this transaction including legal costs and
$11.2 million pursuant to the terms of an Employment Agreement between
Darwin Deason, Chairman of our Board of Directors, and the Company. The
payment was made to Mr. Deason during October 2009. Management
believes these costs are not related to the Company’s ongoing operations
and that excluding them helps to provide a more meaningful representation
of the Company's operating performance.
|
|
7. |
Change in accounting
principles: In December 2007, the Financial Accounting
Standards Board revised principles and requirements for how an acquirer
accounts for business combinations. The revised
guidance is applied prospectively and became effective for the Company for
business combinations occurring on or after July 1, 2009. In
association with these changes, we recorded a write-down of costs incurred
for proposed acquisitions of approximately $3.8 million ($2.4 million, net
of income tax) during the first quarter of fiscal 2010. Management
believes these costs are not related to the Company’s ongoing operations
and that excluding them helps to provide a more meaningful representation
of the Company's operating
performance.
|
Three
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Operating
Income (GAAP)
|
$ | 130.3 | $ | 172.7 | ||||
Adjusting
items, pre-tax:
|
||||||||
Option
investigation related costs, net of recoveries
|
1.5 | 4.4 | ||||||
Buyout
related costs
|
- | 0.8 | ||||||
Income
tax reimbursement, net of recoveries
|
0.8 | (0.3 | ) | |||||
Sale
of bindery business
|
- | (0.2 | ) | |||||
Legal
settlement
|
8.0 | - | ||||||
Xerox
transaction cost
|
18.1 | - | ||||||
Change
in accounting principle
|
3.8 | - | ||||||
Adjusted
Operating Income (Non-GAAP)*
|
$ | 162.4 | $ | 177.5 | ||||
Three
Months Ended
|
||||||||
Septermber
30,
|
||||||||
2009 | 2008 | |||||||
Net
Income (GAAP)
|
$ | 68.8 | $ | 83.6 | ||||
Adjusting
items, net of tax:
|
||||||||
Option
investigation related costs, net of recoveries
|
0.9 | 2.8 | ||||||
Buyout
related costs
|
- | 0.5 | ||||||
Income
tax reimbursement, net of recoveries
|
0.5 | (0.2 | ) | |||||
Sale
of bindery business
|
- | 0.8 | ||||||
Legal
settlement
|
5.0 | - | ||||||
Xerox
transaction cost
|
15.4 | - | ||||||
Change
in accounting principle
|
2.4 | - | ||||||
Adjusted
Net Income (Non-GAAP)*
|
$ | 93.0 | $ | 87.6 | ||||
Three
Months Ended
|
||||||||
September
30,
|
||||||||
2009 | 2008 | |||||||
Diluted
Earnings Per Share (GAAP)
|
$ | 0.70 | $ | 0.85 | ||||
Adjusting
items, net of tax:
|
||||||||
Option
investigation related costs, net of recoveries
|
0.01 | 0.03 | ||||||
Buyout
related costs
|
- | 0.01 | ||||||
Income
tax reimbursement, net of recoveries
|
0.01 | - | ||||||
Sale
of bindery business
|
- | 0.01 | ||||||
Legal
settlement
|
0.05 | - | ||||||
Xerox
transaction cost
|
0.16 | - | ||||||
Change
in accounting principle
|
0.02 | - | ||||||
Adjusted
Diluted Earnings Per Share (Non-GAAP)*
|
$ | 0.95 | $ | 0.89 | ||||
*Differences
in schedule due to rounding.
|
Three
Months Ended September 30,
|
||||||||||||
2009
|
2008
|
Growth
%(a)
|
||||||||||
Consolidated
|
||||||||||||
Acquired
Revenues*
|
$ | 45 | $ | - | 3 | % | ||||||
Internal
Revenues
|
1,632 | 1,604 | 2 | % | ||||||||
Total
|
$ | 1,677 | $ | 1,604 | 5 | % | ||||||
Commercial
|
||||||||||||
Acquired
Revenues*
|
$ | 43 | $ | - | 4 | % | ||||||
Internal
Revenues
|
977 | 959 | 2 | % | ||||||||
Total
|
$ | 1,020 | $ | 959 | 6 | % | ||||||
Government
|
||||||||||||
Acquired
Revenues*
|
$ | 2 | $ | - | 0 | % | ||||||
Internal
Revenues
|
655 | 645 | 2 | % | ||||||||
Total
|
$ | 657 | $ | 645 | 2 | % |
Three
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Free
Cash Flow
|
||||||||
Net
cash provided by operating activities
|
$ | (21 | ) | $ | 63 | |||
Less:
|
||||||||
Purchase
of property, equipment and software, net of sales
|
(94 | ) | (65 | ) | ||||
Additions
to other intangible assets
|
(34 | ) | (10 | ) | ||||
Free
Cash Flow*
|
$ | (149 | ) | $ | (11 | ) | ||