Automatic Data Processing, Inc., also known as ADPยฎ, is a leading global technology company providing human capital management (HCM) solutions. With over 1.1 million clients, ADP is considered a leading provider of HR services such as talent, time management, benefits and payroll.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 2000 Commission File Number 1-5397 ------------------ ------ Automatic Data Processing, Inc - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-1467904 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One ADP Boulevard, Roseland, New Jersey 07068 - -------------------------------------------------------------------------------- (Addresss of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code (973) 974-5000 ----------------------------- No change - -------------------------------------------------------------------------------- Former name, former address & former fiscal year, if changed since last report. Indicate by check mark whether the Registrant (1) has filed all annual, quarterly and other reports required to be filed with the commission and (2) has been subject to the filing requirements for at least the past 90 days. X Yes |_| No - ------------------------------- ----------------------------- As of October 31, 2000 there were 631,156,765 common shares outstanding.
Form 10Q Part I. Financial Information STATEMENT OF CONSOLIDATED EARNINGS ---------------------------------- (In thousands, except per share amounts) (Unaudited) Three Months Ended ----------------------------- September 30, September 30, 2000 1999 -------- -------- Revenues, other than interest on funds held for clients and PEO revenues $1,415,232 $1,240,994 Interest on funds held for clients 115,639 65,944 PEO revenues (net of pass-through costs of $592,247 and $467,111, respectively) 55,652 44,157 ---------- ---------- Total revenues 1,586,523 1,351,095 ---------- ---------- Operating expenses 659,958 551,090 General, administrative and selling expenses 435,435 405,387 Systems development and programming costs 119,074 103,655 Depreciation and amortization 81,544 65,634 Interest expense 3,298 3,535 Realized (gains)/losses on sale of investments 604 (396) ---------- ---------- 1,299,913 1,128,905 EARNINGS BEFORE INCOME TAXES 286,610 222,190 Provision for income taxes 113,210 75,990 ---------- ---------- NET EARNINGS $ 173,400 $ 146,200 ========== ========== BASIC EARNINGS PER SHARE $ 0.28 $ 0.23 ========== ========== DILUTED EARNINGS PER SHARE $ 0.27 $ 0.23 ========== ========== Dividends per share $ .08750 $ .07625 ========== ========== See notes to the consolidated financial statements.
Form 10Q CONSOLIDATED BALANCE SHEETS --------------------------- (IN THOUSANDS) (UNAUDITED) September 30, June 30, 2000 2000 ---------- ----------- Assets - ------ Cash and cash equivalents $ 1,325,373 $ 1,227,637 Short-term marketable securities 540,641 596,792 Accounts receivable 842,094 899,314 Other current assets 288,816 340,709 ----------- ----------- Total current assets 2,996,924 3,064,452 Long-term marketable securities 819,581 628,120 Long-term receivables 242,201 245,249 Land and buildings 445,217 439,022 Data processing equipment 634,258 612,608 Furniture, leaseholds and other 514,944 498,354 ----------- ----------- 1,594,419 1,549,984 Less accumulated depreciation (981,371) (952,715) ----------- ----------- 613,048 597,269 Other assets 294,222 271,136 Intangibles 1,580,189 1,623,701 ----------- ----------- Total assets before funds held for clients 6,546,165 6,429,927 Funds held for clients 10,135,110 10,420,889 ---------- ----------- Total assets $16,681,275 $16,850,816 =========== =========== Liabilities and Shareholders' Equity - ------------------------------------ Notes payable $ 20,228 $ 21,523 Accounts payable 124,830 129,436 Accrued expenses & other current liabilities 964,393 1,044,002 Income taxes 171,895 101,707 ----------- ----------- Total current liabilities 1,281,346 1,296,668 Long-term debt 133,530 132,017 Other liabilities 193,896 171,843 Deferred income taxes 147,911 151,337 Deferred revenue 90,555 95,361 ----------- ---------- Total liabilities before client funds obligations 1,847,238 1,847,226 Client funds obligations 10,114,136 10,420,772 ----------- ---------- Total liabilities 11,961,374 12,267,998 Shareholders' equity: Common stock 63,219 63,144 Capital in excess of par value 418,655 402,767 Retained earnings 4,595,381 4,477,141 Treasury stock (75,486) (130,800) Accumulated other comprehensive income (281,868) (229,434) ----------- ----------- Total shareholders' equity 4,719,901 4,582,818 ----------- ----------- Total liabilities and shareholders' equity $16,681,275 $16,850,816 =========== =========== See notes to the consolidated financial statements.
Form 10Q CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS ----------------------------------------------- (IN THOUSANDS) (UNAUDITED) Three Months Ended September 30, 2000 1999 ------ ------ Cash Flows From Operating Activities: - ------------------------------------- Net earnings $173,400 $146,200 Expenses not requiring outlay of cash 92,662 66,093 Changes in operating net assets 69,735 27,717 ---------- --------- Net cash flows provided by operating activities 335,797 240,010 ---------- --------- Cash Flows From Investing Activities: - ------------------------------------- Purchase of marketable securities (1,029,661) (1,806,008) Proceeds from sale of marketable securities 1,210,109 406,701 Net change in client funds obligations (306,636) 1,326,183 Capital expenditures (54,608) (23,919) Additions to intangibles (16,108) (11,646) Acquisitions of businesses (23,627) (886) Other (6,926) (12,030) ---------- --------- Net cash flows used in investing activities (227,457) (121,605) ---------- --------- Cash Flows From Financing Activities: - ------------------------------------- Proceeds from issuance of notes 12,785 1,478 Repayments of debt (14,106) (7,398) Proceeds from issuance of common stock 45,877 27,659 Dividends paid (55,160) (47,624) ---------- --------- Net cash flows used in financing activities (10,604) (25,885) ---------- --------- Net change in cash and cash equivalents 97,736 92,520 Cash and cash equivalents, at beginning of period 1,227,637 861,280 ---------- --------- Cash and cash equivalents, at end of period $1,325,373 $953,800 ========== ========= See notes to the consolidated financial statements.
Form 10Q NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (Unaudited) The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. Adjustments are of a normal recurring nature. These statements should be read in conjunction with the annual financial statements and related notes for the year ended June 30, 2000. Note A - The results of operations for the three months ended September 30, 2000 may not be indicative of the results to be expected for the year ending June 30, 2001. Note B - The calculation of basic and diluted earnings per share ("EPS") is as follows: (In thousands, except EPS) For the three months ended September 30 ---------------------------------------------------- 2000 1999 ------------------------- ------------------------- Income Shares EPS Income Shares EPS ------ ------ --- ------ ------ --- Basic $173,400 629,991 $0.28 $146,200 624,392 $0.23 Effect of zero coupon subordinated notes 679 4,074 753 4,745 Effect of stock options - 15,031 - 13,683 ----------------- ----------------- Diluted $174,079 649,096 $0.27 $146,953 642,820 $0.23 ========================= ========================= Note C - Comprehensive income for the three months ended September 30, 2000 and 1999 follows: Three months ended September 30, -------------------------------- 2000 1999 ---- ---- Net income $173,400 $146,200 Other comprehensive income: Foreign currency translation adjustment (67,973) (27,851) Unrealized gain(loss) on securities 15,539 (9,514) -------- -------- Comprehensive income $120,966 $108,835 ======== ========
Form 10Q Note D - Interim financial data by segment: ADP evaluates performance of its business units based on recurring operating results before interest on corporate funds, income taxes and foreign currency gains and losses. Certain revenues and expenses are charged to business units at a standard rate for management and motivation reasons. Other costs are recorded based on management responsibility. As a result, various income and expense items, including certain non-recurring gains and losses, are recorded at the corporate level and certain shared costs are not allocated. Goodwill amortization is charged to business units at an accelerated rate to act as a surrogate for the cost of capital for acquisitions. Interest on invested funds held for clients are recorded in Employer Services' revenues at a standard rate of 6%, with the adjustment to actual revenues included in "other". Prior year's business unit revenues and pre-tax earnings have been restated to reflect the current year's budgeted foreign exchange rates. Results of the Company's three largest business units, Employer Services, Brokerage Services and Dealer Services are shown below. Three months ended September 30, ---------------------------------------- (In millions) Employer Brokerage Dealer Services Services Services ---------- ----------- ------------ 2000 1999 2000 1999 2000 1999 ---- ---- ---- ---- ---- ---- Revenues $ 912 $ 800 $ 362 $ 257 $ 167 $ 184 Pretax earnings $ 176 $ 148 $ 64 $ 54 $ 21 $ 30 Note E - In October 2000, the Company entered into an unsecured revolving credit agreement with certain financial institutions, which provides for borrowings up to $2.5 billion. Borrowings under the agreement bear interest tied to LIBOR or prime rate depending on the number of days the borrowings are outstanding. The agreement, which expires in October 2001, had no borrowings to date. Note F - In fiscal 1999, the Company divested its Brokerage front-office business to Bridge Information Systems, Inc. As part of the proceeds the Company received $90 million of convertible preferred stock. Currently Bridge is operating at a loss and has required additional financing. The preferred stock continues to be carried at cost based on the facts available at this time, but the ultimate realization of this investment cannot be determined with certainty. As additional information concerning this investment becomes known, the Company will continue to reassess its position with respect to possible impairment. Note G - Restatements of prior financial statements: Certain reclassifications and restatements, including the inclusion of funds held for clients and client funds obligations on the Consolidated Balance Sheets, have been made to prior period's financial statements to conform to current presentation.
Form 10Q MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ OPERATING RESULTS Revenues and earnings again reached record levels during the quarter ended September 30, 2000. Revenues and revenue growth by ADP's major business units for the three months ended September 30, 2000 and 1999 are shown below: Revenues Revenue Growth September 30, September 30, ------------------ ----------------- 2000 1999 2000 1999 ------ ------ ------ ------ ($ in millions) Employer Services $ 912 $ 800 14% 12% Brokerage Services 362 257 41 2 Dealer Services 167 184 (9) 5 Other 146 110 33 4 ------ ------ ----- ------ $1,587 $1,351 17% 9% ====== ====== ===== ===== Consolidated revenues for the quarter of approximately $1.6 billion were up 17% from last year. Revenue growth in Employer Services was 14%, reflecting very good client retention and internal revenue growth. Brokerage revenue growth was 41%, aided by the recent Cunningham Graphics acquisition and strong trade volume comparisons. Dealer Services revenue decreased 9% as a result of prior year dispositions and stronger Year 2000 influenced results last year. The primary components of "Other" revenues are Claims Services, foreign exchange differences, and miscellaneous processing services. "Other" also includes interest on corporate investments of $42 million and $25 million for the three months ended September 30, 2000 and September 30, 1999, respectively. In addition, "Other" revenues have been adjusted for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services at a standard rate of 6%. The prior year's business unit revenues and pre-tax earnings have been restated to reflect the current year's budgeted foreign exchange rates. Pre-tax earnings for the quarter increased 29% to approximately $287 million. Consolidated pre-tax margins increased primarily from the transition of a portion of corporate and client fund investments from tax-exempt to taxable investments in order to increase liquidity of the overall portfolio. Systems development and programming investments increased to accelerate automation, migrate to new computing technologies, and develop new products. Net earnings for the quarter, after a higher effective tax rate, increased 19% to approximately $173 million. The effective tax rate of 39.5% increased from 34.2% in the comparable quarter last year, impacted by the previously discussed change in the investment mix from tax-exempt to taxable investments. Diluted earnings per share, on increased shares outstanding, increased 17% to $0.27 from $0.23 last year.
Form 10Q For the full year, we expect revenue growth of about 13% to 15% and diluted earnings per share growth of about 16% to 18%. FINANCIAL CONDITION The Company's financial condition and balance sheet remain exceptionally strong, and operations continue to generate a strong cash flow. At September 30, 2000, the Company had cash and marketable securities of $2.7 billion. Shareholders' equity was $4.7 billion and the ratio of long-term debt to equity was 3%. Capital expenditures for fiscal 2001 are expected to approximate $225 million, compared to $166 million in fiscal 2000. Approximately half of the Company's overall investment portfolio is invested in overnight interest-bearing instruments, which are therefore impacted immediately by changes in interest rates. The other half of the Company's investment portfolio is invested in fixed-income securities, with maturities up to five and a half years, which are also subject to interest rate risk, including reinvestment risk. The Company has historically had the ability to hold these investments until maturity, and therefore this has not had an adverse impact on income or cash flows. OTHER MATTERS Certain member countries of the European Union have agreed to transition to the Euro as a new common legal currency. The costs of this transition are not expected to have a material effect on ADP. In October 2000, the Company entered into an unsecured revolving credit agreement with certain financial institutions, which provides for borrowings up to $2.5 billion. Borrowings under the agreement bear interest tied to LIBOR or prime rate depending on the number of days the borrowings are outstanding. The agreement, which expires in October 2001, had no borrowings to date. In fiscal 1999, the Company divested its Brokerage front-office business to Bridge Information Systems, Inc. As part of the proceeds the Company received $90 million of convertible preferred stock. Currently Bridge is operating at a loss and has required additional financing. The preferred stock continues to be carried at cost based on the facts available at this time, but the ultimate realization of this investment cannot be determined with certainty. As additional information concerning this investment becomes known, the Company will continue to reassess its position with respect to possible impairment. This report contains "forward-looking statements" based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ from those expressed.
Form 10Q Factors that could cause differences include: ADP's success in obtaining, retaining and selling additional services to clients; the pricing of products and services; changes in laws regulating payroll taxes and employee benefits; overall economic trends, including interest rate and foreign currency trends; stock market activity; auto sales and related industry changes; employment levels; changes in technology; availability of skilled technical associates, the impact of new acquisitions, and the ultimate realization of the Company's investment in Bridge Information Systems, Inc. ADP disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. PART II. OTHER INFORMATION Except as noted below, all other items are either inapplicable or would result in negative responses and, therefore, have been omitted. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Number Exhibit ------ ------- 27.1 Financial Data Schedule
Form 10Q SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AUTOMATIC DATA PROCESSING, INC. ------------------------------- (Registrant) Date: November 13, 2000 /s/ Richard J. Haviland ----------------------- Richard J. Haviland Chief Financial Officer (Principal Financial Officer) ----------------------------- (Title)