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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period from __________ to __________
Commission file number 0-24787
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AFFILIATED COMPUTER SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0310342
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2828 North Haskell, Dallas, Texas 75204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 841-6111
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
NUMBER OF SHARES OUTSTANDING AS OF
TITLE OF EACH CLASS MAY 12, 1999
------------------------------------ ----------------------------------
Class A Common Stock, $.01 par value 45,911,582
Class B Common Stock, $.01 par value 3,299,686
----------
49,211,268
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets at March 31, 1999 and
June 30, 1998 1
Consolidated Statements of Income for the Three Months and
Nine Months Ended March 31, 1999 and 1998 2
Consolidated Statements of Cash Flows for the Nine Months
Ended March 31, 1999 and 1998 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 5 - 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 12
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)
MARCH 31, JUNE 30,
1999 1998
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 44,112 $ 75,888
ATM cash 8,700 8,100
Accounts receivable, net of allowance for doubtful
accounts of $4,496 and $2,840, respectively 325,013 236,523
Inventory 13,816 9,911
Prepaid expenses and other current assets 41,658 24,455
Deferred taxes 5,889 10,210
---------- ----------
Total current assets 439,188 365,087
Property and equipment, net of accumulated depreciation and
amortization of $106,858 and $90,096, respectively 163,100 142,717
Software, net of accumulated amortization of $13,642 and
$11,029, respectively 20,957 9,947
Goodwill, net of accumulated amortization of $37,267 and
$25,846, respectively 543,867 373,236
Other intangible assets, net of accumulated amortization
of $22,351 and $14,414, respectively 41,044 38,073
Long-term investments and other assets 28,694 20,738
---------- ----------
Total assets $1,236,850 $ 949,798
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,202 $ 27,953
Accrued compensation and benefits 57,087 40,595
Other accrued liabilities 107,504 80,343
Notes payable and current portion of long-term debt 11,220 10,624
Current portion of unearned revenue 19,144 7,454
---------- ----------
Total current liabilities 228,157 166,969
Convertible notes due 2005 230,000 230,000
Long-term debt 155,879 4,848
Deferred taxes 26,762 24,103
Other long-term liabilities 12,913 20,208
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Total liabilities 653,711 446,128
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Stockholders' equity:
Class A common stock 459 449
Class B common stock 33 33
Additional paid-in capital 315,793 298,393
Retained earnings 266,854 204,795
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Total stockholders' equity 583,139 503,670
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Total liabilities and stockholders' equity $1,236,850 $ 949,798
========== ==========
See notes to consolidated financial statements.
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------- -------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
Revenues $ 435,884 $ 304,945 $ 1,190,874 $ 855,174
----------- ----------- ----------- -----------
Expenses:
Wages and benefits 196,518 129,218 515,670 363,435
Services and supplies 125,783 91,873 360,734 260,009
Rent, lease and maintenance 50,014 37,236 137,909 112,028
Depreciation and amortization 17,732 12,371 49,079 34,204
Merger costs -- -- -- 12,974
Other operating expenses 4,828 2,914 13,563 7,803
----------- ----------- ----------- -----------
Total operating expenses 394,875 273,612 1,076,955 790,453
----------- ----------- ----------- -----------
Operating income 41,009 31,333 113,919 64,721
Interest expense 4,916 3,285 12,084 8,807
Other non-operating income, net (1,916) (390) (3,080) (7,052)
----------- ----------- ----------- -----------
Pretax profit 38,009 28,438 104,915 62,966
Income tax expense 15,584 11,588 42,856 27,064
----------- ----------- ----------- -----------
Net income $ 22,425 $ 16,850 $ 62,059 $ 35,902
=========== =========== =========== ===========
Earnings per common share:
Basic $ .46 $ .35 $ 1.27 $ .76
=========== =========== =========== ===========
Diluted $ .43 $ .34 $ 1.20 $ .74
=========== =========== =========== ===========
Shares used in computing
earnings per common share:
Basic 49,161 47,858 48,835 47,394
Diluted 56,047 50,011 55,674 48,923
See notes to consolidated financial statements.
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
NINE MONTHS ENDED
MARCH 31,
---------------------------
1999 1998
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Cash flows from operating activities:
Net income $ 62,059 $ 35,902
--------- ---------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 49,079 34,204
Non-cash portion of merger costs -- 2,250
Gain on redemption of preferred stock -- (6,742)
Other 1,327 --
Changes in assets and liabilities, net of effects from acquisitions:
Increase in ATM cash (600) (1,550)
Increase in accounts receivable (45,901) (12,847)
Increase in inventory (1,999) (980)
Increase in prepaid expenses and other current assets (7,235) (3,010)
Change in deferred taxes 24,857 10,678
(Increase) decrease in other long-term assets 559 (5,802)
Decrease in accounts payable (4,319) (1,749)
Increase (decrease) in accrued compensation and benefits 8,330 (2,672)
Increase (decrease) in other accrued liabilities 10,147 (4,688)
Change in income taxes receivable/payable (3,797) 10,276
Increase in unearned revenue 4,405 1,736
Decrease in other long-term liabilities (5,284) (11,590)
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Total adjustments 29,569 7,514
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Net cash provided by operating activities 91,628 43,416
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Cash flows from investing activities:
Purchases of property, equipment and software, net of sales (47,896) (29,664)
Payments for acquisitions, net of cash acquired (225,135) (69,918)
Proceeds from the redemption of long-term investments -- 12,596
Additions to other intangible assets (6,680) (5,768)
Other 458 (301)
--------- ---------
Net cash used in investing activities (279,253) (93,055)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of issuance 183,003 329,926
costs
Repayments of long-term debt (33,664) (239,555)
Proceeds from stock options exercised and related tax 6,872 4,642
benefits
Net borrowings of ATM debt 600 1,550
Dividends paid -- (377)
Other, net (962) (227)
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Net cash provided by financing activities 155,849 95,959
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Net increase in cash and cash equivalents (31,776) 46,320
Cash and cash equivalents at beginning of period 75,888 18,997
--------- ---------
Cash and cash equivalents at end of period $ 44,112 $ 65,317
========= =========
See notes to consolidated financial statements.
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Affiliated
Computer Services, Inc. and its majority-owned subsidiaries (the "Company"
or "ACS"). All material intercompany profits, transactions and balances have
been eliminated. ACS provides a full range of information technology
services including technology outsourcing, business process outsourcing, and
systems integration and professional services primarily in North America, as
well as Central America, South America, Europe and the Middle East.
The financial information presented should be read in conjunction with the
Company's consolidated financial statements for the year ended June 30,
1998. The foregoing unaudited consolidated financial statements reflect all
adjustments (all of which are of a normal recurring nature) which are, in
the opinion of management, necessary for a fair presentation of the results
of the interim periods. The results for the interim periods are not
necessarily indicative of results to be expected for the year.
2. BUSINESS COMBINATIONS
During the quarter ended March 31, 1999, the Company completed the purchase
of the remaining 5.1 million shares (the "Shares") of the common stock of
BRC Holdings, Inc. ("BRC") at a purchase price of $19 per share. The total
amount of funds used to acquire the Shares was approximately $104.7 million,
which also included amounts due to BRC option holders. During the quarter
ended December 31, 1998, the Company had purchased 63% of the issued and
outstanding shares of BRC for approximately $165.4 million. The acquisition
was accounted for under the purchase method of accounting with assets
acquired of $298.5 million (including cash and other liquid investments of
approximately $101.7 million) and liabilities assumed of $25.0 million for a
net purchase price of $273.5 million.
3. EARNINGS PER SHARE
In accordance with the Statement of Financial Accounting Standard No. 128,
"Earnings per Share", the following table (in thousands except per share
amounts) sets forth the computation of basic and diluted earnings per share:
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------- ----------------------
1999 1998 1999 1998
------- ------- ------- -------
Numerator:
Numerator for earnings per share (basic) -
Income available to common stockholders $22,425 $16,850 $62,059 $35,902
Effect of dilutive securities:
Interest on 4% convertible debt 1,536 207 4,609 207
------- ------- ------- -------
Numerator for earnings per share assuming
dilution - income available to common
stockholders $23,961 $17,057 $66,668 $36,109
======= ======= ======= =======
Denominator:
Weighted average shares outstanding (basic) 49,161 47,858 48,835 47,394
Effect of dilutive securities:
4% convertible debt 5,392 719 5,392 240
Stock options 1,494 1,120 1,315 1,013
Warrants and other -- 314 132 276
------- ------- ------- -------
Total potential common shares 6,886 2,153 6,839 1,529
------- ------- ------- -------
Denominator for earnings per share
assuming dilution 56,047 50,011 55,674 48,923
======= ======= ======= =======
Earnings per common share (basic) $ .46 $ .35 $ 1.27 $ .76
======= ======= ======= =======
Earnings per common share assuming dilution $ .43 $ .34 $ 1.20 $ .74
======= ======= ======= =======
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts,
included in this MD&A regarding the Company's financial position, business
strategy and plans and objectives of management of the Company for future
operations are forward-looking statements, including statements regarding the
Company's Year 2000 exposure. These forward-looking statements rely on a number
of assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to materially differ from such
statements. While the Company believes that the assumptions concerning future
events are reasonable, it cautions that there are inherent difficulties in
predicting certain important factors, especially the timing and magnitude of
technological advances; the performance of recently acquired businesses; the
prospects for future acquisitions; the possibility that a current customer could
be acquired or otherwise be affected by a future event that would diminish its
information technology requirements; Year 2000 problems affecting the Company's
and its clients' business; the competition in the information technology
industry and the impact of such competition on pricing, revenues and margins;
the degree to which business entities continue to outsource information
technology and business processes; uncertainties surrounding budget reductions
or changes in funding priorities or existing government programs and the cost of
attracting and retaining highly skilled personnel.
RESULTS OF OPERATIONS
The following table sets forth certain items from the Company's consolidated
statements of income as a percentage of revenues:
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------- ----------------------
1999 1998 1999 1998
------ ------ ------ ------
Revenues 100.0% 100.0% 100.0% 100.0%
Expenses:
Wages and benefits 45.1 42.4 43.3 42.5
Services and supplies 28.9 30.1 30.3 30.4
Rent, lease and maintenance 11.5 12.2 11.6 13.1
Depreciation and amortization 4.0 4.1 4.1 4.0
Merger costs -- -- -- 1.5
Other operating expenses 1.1 0.9 1.1 0.9
------ ------ ------ ------
Total operating expenses 90.6 89.7 90.4 92.4
------ ------ ------ ------
Operating income 9.4 10.3 9.6 7.6
Interest expense 1.1 1.1 1.0 1.0
Other non-operating income, net (.4) (0.1) (0.2) (0.8)
------ ------ ------ ------
Pretax profit 8.7 9.3 8.8 7.4
Income tax expense 3.6 3.8 3.6 3.2
------ ------ ------ ------
Net income 5.1% 5.5% 5.2% 4.2%
====== ====== ====== ======
COMPARISON OF THE QUARTER ENDED MARCH 31, 1999 TO THE QUARTER ENDED MARCH 31,
1998
Revenues increased $131.0 million, or 43%, to $435.9 million in the quarter
ended March 31, 1999 (the third quarter of the Company's 1999 fiscal year) from
$304.9 million in the third quarter of fiscal 1998 due to acquisitions,
increased volumes on certain contracts with federal agencies and the signing of
new long-term contracts. Of the 43% increase in revenue, approximately 19% was
from internal growth and 24% was from the five acquisitions completed since the
third quarter of fiscal 1998. During the third quarter of fiscal 1999, the
Company benefited from the signing of contracts in both the Company's commercial
and federal government business lines subsequent to March 31, 1998.
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Total operating expenses were $394.9 million in the third quarter of fiscal
1999, an increase of 44% from $273.6 million in the third quarter of fiscal
1998. Operating expenses as a percentage of revenues were 90.6% in the third
quarter of fiscal 1999 as compared to 89.7% in the third quarter of fiscal 1998.
Wages and benefits increased as a percentage of revenue from 42.4% in the third
quarter of fiscal 1998 to 45.1% in the third quarter of fiscal 1999 due to the
continued growth in the Company's business process outsourcing line. Services
and supplies as a percentage of revenues decreased from 30.1% in the third
quarter of fiscal 1998 to 28.9% in the third quarter of fiscal 1999 primarily
due to recent acquisitions. Rent, lease and maintenance expense decreased from
12.2% of revenues in the third quarter of fiscal 1998 to 11.5% in the third
quarter of fiscal 1999 primarily due to the change in business line mix with the
professional services acquisitions made during the last twelve months, which
have a smaller component of rent, lease and maintenance expense.
Operating income increased $9.7 million, or 31%, to $41.0 million in the third
quarter of fiscal 1999, as compared to the third quarter of fiscal 1998. The
increase was due to internal growth and acquisitions since the third quarter of
fiscal 1998. Operating income as a percentage of revenue decreased from 10.3% in
the third quarter of fiscal 1998 to 9.4% in the third quarter of fiscal 1999
primarily due to growth in the Company's federal government business, which has
lower operating margins than Company average, as well as startup expenses
associated with new contracts in the commercial business process outsourcing
line.
Interest expense increased $1.6 million to $4.9 million in the third quarter of
fiscal 1999, compared to $3.3 million in the third quarter of fiscal 1998,
primarily due to increased borrowings under the Company's credit facility and
the issuance in March 1998 of 4% convertible notes to finance acquisitions.
The Company's effective tax rate of approximately 41% in the third quarter of
fiscal 1999 exceeded the federal statutory rate of 35%, due primarily to the
amortization of certain acquisition-related costs that are non-deductible for
tax purposes, plus the net effect of state income taxes.
COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 1999 TO THE NINE MONTHS ENDED
MARCH 31, 1998
Revenues increased $335.7 million, or 39%, to $1.19 billion for the nine months
ended March 31, 1999 from $855.2 million for the same period in fiscal 1998 due
to acquisitions, increased volumes on certain contracts with federal agencies
and the signing of new long-term contracts. Of the 39% increase in revenue,
approximately 21% was from internal growth and 18% was from the five
acquisitions completed during the nine months ended March 31, 1999.
Total operating expenses were $1.08 billion in the first nine months of fiscal
1999, an increase of 39% from $777.5 million, excluding $13.0 million of merger
costs, in the first nine months of fiscal 1998. Excluding merger costs,
operating expenses decreased from 90.9% of revenues in the first nine months of
fiscal 1998 to 90.4% in the first nine months of fiscal 1999, primarily due to a
$6.0 million non-recurring charge in the first quarter of fiscal 1998 for a
binding commitment to a hardware lessor to terminate a computer lease obligation
prior to its expiration.
Wages and benefits increased as a percentage of revenue from 42.5% in the third
quarter of fiscal 1998 to 43.3% in the third quarter of fiscal 1999 due to the
continued internal and acquisition growth in the business process outsourcing
line. Rent, lease and maintenance expense for the first nine months of fiscal
1998 contains the $6.0 million non-recurring charge mentioned above. Excluding
this $6.0 million charge, rent, lease and maintenance expense as a percentage of
revenue decreased from 12.4% in the first nine months of fiscal 1998 to 11.6% in
the first nine months of fiscal 1999 primarily due to the change in business
line mix with the professional services acquisitions made during fiscal 1999,
which have a smaller component of rent, lease and maintenance expense.
After excluding the $13.0 million of merger costs in the first nine months in
fiscal 1998, operating income increased $36.2 million, or 47%, to $113.9 million
in the first nine months of fiscal 1999. The increase was due to internal
revenue growth and acquisitions since the third quarter of fiscal 1998.
Interest expense increased $3.3 million to $12.1 million in the first nine
months of fiscal 1999, compared to $8.8 million in the first nine months of
fiscal 1998. This increase in interest expense is due to increased borrowings on
the Credit Facility and the issuance in March 1998 of 4% convertible notes to
finance acquisitions.
Other non-operating income for the first nine months of fiscal 1998 includes the
recognition of a $6.7 million gain upon the redemption of the Company's
investment in a customer's preferred stock.
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The Company's effective tax rate of 41% in the first nine months of fiscal 1999
exceeded the federal statutory rate of 35% due primarily to the amortization of
certain acquisition-related costs that are non-deductible for tax purposes, plus
the net effect of state income taxes. The Company's effective rate for the first
nine months of fiscal 1998 was approximately 43% primarily due to certain
non-deductible merger costs.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company's liquid assets, consisting of cash and cash
equivalents, totaled $52.8 million, compared to $84.0 million at June 30, 1998.
Working capital was $211.0 million and $198.1 million at March 31, 1999 and June
30, 1998, respectively, an increase of $12.9 million primarily due to the
working capital of the companies acquired during the first nine months of fiscal
1999.
Net cash provided by operating activities was $91.6 million for the first nine
months of fiscal 1999, compared with $43.4 million provided by operating
activities during the first nine months of fiscal 1998. The increase in cash
flow was primarily due to an increase in net income in the first nine months of
fiscal 1999 as compared to the first nine months of fiscal 1998. The Company
used $279.3 million in investing activities for the nine months ended March 31,
1999 due to $225.1 million being used for acquisitions and $47.9 million being
used for capital expenditures. Net cash provided by investing activities in the
first nine months of fiscal 1998 included $12.6 million received from the
redemption of a preferred stock investment. Cash flow from financing activities
was $155.8 million in the first nine months of fiscal 1999 as compared to $96.0
million provided by financing activities for the first nine months of fiscal
1998. This increase in financing activities was primarily due to net borrowings
on the Credit Facility of $149.3 million to fund the acquisition of BRC during
the first nine months of fiscal 1999.
As of March 31, 1999, the Company had $155.0 million in outstanding borrowings
under the Credit Facility. After considering outstanding letters of credit, the
Company has approximately $36.8 million available for use under the Credit
Facility at March 31, 1999.
The Company has an ATM Cash Facility of $11.0 million, of which $8.7 million was
outstanding as of March 31, 1999, which expires December 1999. The Company also
has two vault cash custody agreements with financial institutions which provide
the use of up to $52.0 million in cash in Company-owned ATMs. Cash outstanding
under the cash custody agreements at March 31, 1999 was approximately $44.9
million, and is not an asset or liability of the Company and therefore not
recorded on the accompanying consolidated balance sheets. The larger custody
agreement for $50 million expires February 2001. The remaining cash custody
agreement expires January 2001. Recently enacted federal regulations governing
financial institutions' cash requirements have allowed financial institutions to
significantly reduce their vault cash reserves, which may limit ACS' ability to
secure similar cash custody agreements when its current arrangements expire.
The Company's management believes that available cash and cash equivalents,
together with cash generated from operations and available borrowings under its
credit facilities, will provide adequate funds for the Company's anticipated
needs, including working capital, capital expenditures and ATM cash
requirements. Management also believes that cash provided by operations will be
sufficient to satisfy all existing debt obligations as they become due.
Additional acquisition opportunities, however, requiring significant commitments
of capital, may arise. In order to pursue such opportunities, the Company may be
required to incur debt or to issue potentially dilutive equity securities in the
future. However, no assurance can be given as to the Company's future
acquisition and expansion opportunities and how such opportunities would be
financed.
YEAR 2000
The following statements and all other statements made in this Quarterly Report
on Form 10-Q with respect to the Company's Year 2000 processing capabilities or
readiness are "Year 2000 Readiness Disclosures" in conformance with the Year
2000 Information and Readiness Disclosure Act of 1998 (Public Law 105-271, 112
Stat. 2386).
General
Some computers, software, and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to produce correct
results if "00" is interpreted to mean 1900, rather than 2000. These problems
are widely expected to increase in frequency and severity as the year 2000
approaches, and are commonly referred to as the "Year 2000 Problem."
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ACS acts as an intermediary for the transfer of data between its clients and
third parties. In this capacity, ACS supplies the operating and technical
resources to cause electronic data to be transmitted between ACS and third
parties. With regard to Year 2000 Problems affecting its or its clients
business, ACS generally undertakes to test and modify system software and
hardware platforms used in transmitting such data. In doing so, ACS relies on
representations from third party vendors of system software and hardware
platforms.
The Company has a Year 2000 Management Control System (MCS) to monitor and track
the progress toward meeting the requirements to remediate the Year 2000 Problem.
ACS also has a full-time Year 2000 project manager who not only manages the MCS,
but also assists in identifying points of concern and providing solutions.
Additionally, ACS has designated one person from each business unit as a single
point of contact for Year 2000 issues. This person coordinates all Year 2000
concerns and issues with third parties within his particular area. Accordingly,
under the MCS, each business unit of ACS receives monthly reports from each of
its operating units. At least bi-monthly, each business unit prepares an
executive summary of its progress. The Year 2000 project manager uses these
reports to prepare a monthly summary of corporate Year 2000 activities for
executive management and for the Audit Committee of the Board of Directors.
Status of Year 2000 Readiness
The Company's MCS at each business unit consists of the following five phases:
awareness, assessment, renovation, validation and implementation. The awareness
phase consists of defining the scope of the Year 2000 Problem and establishing a
corporate infrastructure and overall strategy to perform compliance work. The
assessment phase must identify all hardware, software, networks, automatic
teller machines, other various processing platforms and customer and vendor
interdependencies affected by the Year 2000 Problem. This assessment must go
beyond information systems and include environmental systems that are dependent
on embedded microchips, such as security systems elevators and vaults.
Management also evaluates the Year 2000 effect on other strategic business
initiatives. The assessment considers the potential effect that mergers and
acquisitions, major system development, corporate alliances and system
independences will have on existing systems and/or potential Year 2000 issues
that may arise from acquired systems. The renovation phase includes code
enhancements, hardware and software upgrades, system replacements, vendor
certification and other associated changes. The validation process includes the
testing of incremental changes to hardware and software components. Finally, in
the implementation phase, systems should be certified as Year 2000 compliant and
be accepted by the business users. For those systems which are not compliant,
the consequences will be assessed and any contingency plans put into effect.
For mission critical projects, the Company has generally completed the awareness
and assessment phases and will substantially complete the remaining phases
before June 30, 1999.
In addition to developing an internal risk assessment methodology with respect
to the Year 2000 Problem, ACS is subject to external examinations and project
reviews by regulatory agencies and governmental bodies of the federal
government. To date, these examinations have not identified any material issues
regarding our remediation efforts. The Company has not generally obtained
verification or validation by independent third parties of its processes to
assess Year 2000 Problems, its corrections of Year 2000 Problems or the costs
associated with these activities. However, the Company's Year 2000 program team
is reviewing the project plans prepared by each of the Company's business units
and monitoring their methods and progress against those plans.
Internal Infrastructure
The Company believes that it has identified most of the major computers,
software applications, and related equipment used in connection with its
internal operations that must be modified, upgraded, or replaced to minimize the
possibility of a material disruption to its business. The Company has commenced
the process of modifying, upgrading, and replacing major systems that have been
assessed as adversely affected, and expects to complete this process before the
occurrence of any material disruption of its business.
Client Systems
We are attempting to coordinate with our clients regarding their activities
related to the Year 2000 Problem. Most of our clients maintain their own
application programs, although they use our computer and network resources. We
generally do not have contractual responsibility to ensure that our clients'
application programs are compliant. However, our business could be adversely
affected if our clients experience Year 2000 problems with such applications,
causing them to use less of our computing resources, alter their pattern of
usage of resources or dedicate less of their information processing budgets to
projects we conduct. We do undertake to test and modify system software and
hardware platforms that are represented by the vendors thereof as being Year
2000 compliant. If our vendors fail to provide Year 2000 compliant versions of
their system software, our business could be materially affected.
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Vendors
The Company has mailed questionnaires to substantially all third party vendors
and suppliers of the major computers, software, and other equipment used,
operated, or maintained by the Company for itself or its clients to identify
and, to the extent possible, to resolve issues involving the Year 2000 Problem.
Responses to these questionnaires are verified against information included with
current releases of vendors' products and services and on vendor web sites and
are shared with ACS' clients. In addition, operating units are instructed not to
acquire hardware, software or other technology that is not contractually
represented by the vendor as Year 2000 compliant. However, the Company has
limited or no control over the actions of these third party vendors. Thus, while
the Company expects that it will be able to resolve any significant issues with
these systems related to the Year 2000 Problem, there can be no assurance that
the Company's vendors will resolve any or all issues with these systems related
to the Year 2000 Problem, before the occurrence of a material disruption to the
business of the Company or any of its clients. Any failure of these third
parties to timely resolve Year 2000 Problems with their systems could have a
material adverse effect on the Company's business, financial condition, and
results of operation.
Systems Other than Information Technology Systems.
In addition to computers and related systems, the operation of office and
facilities equipment, such as fax machines, photocopiers, telephone switches,
security systems, elevators, air conditioning, fire systems and other common
devices may be affected by the Year 2000 Problem. The Company is currently
assessing the potential effect of, and costs of remediating, the Year 2000
Problem on its office and facilities equipment. In addition, the Company has
initiated a project to assess whether all major leased facilities are Year 2000
compliant.
Costs
Of the approximately $15 million of estimated expenditures for Year 2000
remediation projects, approximately $11 million relates to costs incurred in the
ordinary course of business and $4 million is incremental costs solely
attributable to Year 2000 related problems. Of the $15 million, approximately
$11 million has been incurred through March 31, 1999 and a majority of the
remainder is expected to be incurred by the end of June 1999. This estimate is
being monitored and will be revised as additional information becomes available.
The costs required to achieve substantial Year 2000 compliance or failure to do
so could have a material adverse impact on our business, financial condition and
results of operations.
Most Likely Consequences of Year 2000 Problems
The Company expects to identify and resolve all Year 2000 Problems that could
materially adversely affect its business operations. However, management
believes that it is not possible to determine with complete certainty that all
Year 2000 Problems affecting the Company or its clients have been identified or
corrected. The number of devices that could be affected and the interactions
among these devices are simply too numerous. In addition, no one can accurately
predict how many Year 2000 Problem-related failures will occur or the severity,
duration, or financial consequences of these perhaps inevitable failures. As a
result, management believes that the following consequences are possible:
o a significant number of operational inconveniences and inefficiencies for
the Company and its clients that will divert management's time and
attention and financial and human resources from ordinary business
activities;
o a lesser number of serious system failures that will require significant
efforts by the Company or its clients to prevent or alleviate material
business disruptions;
o several routine business disputes and claims for pricing adjustments or
penalties due to Year 2000 Problems incurred by clients, which will be
resolved in the ordinary course of business; and
o a few serious business disputes alleging that the Company failed to comply
with the terms of contracts or industry standards of performance, some of
which could result in litigation or contract termination.
Contingency Plans
The Company is currently developing contingency plans to be implemented if its
efforts to identify and correct Year 2000 Problems affecting its internal
systems are not effective. At this time, business units comprising approximately
30% of fiscal 1998 revenues have completed formal contingency plans. For mission
critical projects, the Company expects to complete its contingency plans for
most of its remaining business groups by the end of June 1999. Depending on the
systems affected, these plans could include accelerated replacement of affected
equipment or software; short- to medium-term use of backup sites, equipment, and
software, increased work hours for Company personnel; use of contract personnel
to correct on an accelerated schedule any Year 2000 Problems that arise or to
provide manual workarounds for
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information systems; and similar approaches. If the Company is required to
implement any of these contingency plans, it could have a material adverse
effect on the Company's financial condition and results of operations.
Disclaimer
The discussion of the Company's efforts, and management's expectations, relating
to Year 2000 compliance are forward-looking statements. The Company's ability to
achieve Year 2000 compliance and the level of incremental costs associated
therewith, could be adversely affected by, among other things, the availability
and cost of programming and testing resources, third party suppliers' ability to
modify proprietary software, and unanticipated problems identified in the
ongoing compliance review.
NEW ACCOUNTING STANDARDS
In June 1998, Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative and Hedging Activities", was issued. SFAS No. 133
requires companies to record derivatives on the balance sheet as assets or
liabilities at fair value. SFAS 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. The Company is evaluating the impact
of SFAS 133 on the Company's future earnings and financial position, but does
not expect it to be material.
In April 1998, Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-up Activities", was issued. This SOP provides guidance on the financial
reporting of start-up and organization costs and requires that these costs be
expensed as incurred. The provisions of SOP 98-5 are effective for financial
statements for fiscal years beginning after December 15, 1998, although early
adoption is allowed. The adoption of SOP 98-5 is not expected to have a material
impact on the Company's financial statements. The Company will adopt the
provisions of this SOP on July 1, 1999.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", were
issued. SFAS No. 130 establishes standards for reporting comprehensive income
and its components with the same prominence as other financial statements. The
Company adopted SFAS No. 130 on July 1, 1998; however, the Company does not have
any items of comprehensive income that would require disclosure in the periods
presented. SFAS No. 131 establishes standards for reporting information about
operating segments in annual and interim financial statements, although this
statement need not be applied to interim financial statements in the initial
year of its application. SFAS No. 131 is effective for fiscal years beginning
after December 15, 1997, and therefore the Company will adopt its requirements
in connection with its annual reporting for the year ending June 30, 1999.
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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On December 16, 1998, a state district court in Houston, Texas entered final
judgment against the Company in a lawsuit brought by twenty-one former employees
of Gibraltar Savings Association and/or First Texas Savings Association
(collectively, "GSA/FTSA"). The GSA/FTSA employees alleged that they were
entitled to the value of 401,541 shares of the Company's stock pursuant to
options issued to the GSA/FTSA employees in 1988 in connection with a former
data processing services agreement between GSA/FTSA and the Company. The
judgment against the Company was for approximately $17 million, which includes
attorneys' fees and prejudgment interest, but excludes additional attorneys'
fees of approximately $850,000 which could be awarded in the event the
plaintiffs are successful upon appeal and final judgment. The Company continues
to believe that it has a meritorious defense to all or a substantial portion of
the Plaintiffs' claims. The Company filed its appeal of the judgment on March
15, 1999 and plans to vigorously pursue the appeal. The Plaintiffs also have
filed a notice of appeal. Should the proceedings not be favorably resolved on
appeal, the Company may be subject to a material charge.
A putative class action complaint by Matador Capital Management Corporation,
among other plaintiffs, against BRC, the Company and the directors of BRC at
that time, was filed on October 30, 1998 in the Court of Chancery of the State
of Delaware alleging, among other things, misstatements and omissions by BRC in
documents mailed to the stockholders of BRC in connection with the tender offer,
breaches of the fiduciary duties of the board of directors of BRC and the aiding
and abetting of these alleged breaches of fiduciary duties by the Company. On
November 25, 1998, the Court of Chancery issued an opinion and related order
denying Matador's motion for a preliminary injunction except insofar as it
sought to require the disclosure and dissemination of additional information
outlined in the opinion to BRC's stockholders by the Company. On December 2,
1998, the Court of Chancery entered a further order permitting the tender offer
to be consummated on December 14, 1998, following dissemination by BRC to its
stockholders of a disclosure reviewed by the Court of Chancery. BRC mailed the
disclosure to its stockholders on December 2, 1998. No BRC stockholders
exercised their dissenter's rights under Delaware law in connection with the
merger of a subsidiary of the Company with and into BRC, which was concluded on
February 12, 1999. BRC and the Company anticipate prompt settlement of Matador's
remaining claims for an immaterial sum.
On February 11, 1999, and on or about April 16, 1999, Caremark, Inc., one of the
Company's significant outsourcing clients, filed separate lawsuits in federal
district court in Illinois alleging that the Company had breached contractual
obligations to provide certain information and pricing reductions and a price
quote for cost plus pricing to Caremark. Caremark seeks to terminate the
contract, which comprised approximately 1.5% of the Company's revenues for the
nine month period ended March 31, 1999. Caremark's pleadings also request
damages in the millions of dollars, without further specificity. The Company
feels that it has complied with all contractual obligations, provided the
required information and is not contractually obligated to provide the price
reduction. On February 25, 1999, the Company filed a lawsuit in County Court in
Dallas, Texas against Caremark and its parent, MedPartners, Inc., alleging that
Caremark and MedPartners, Inc. have caused significant injury to the Company by
trying to manufacture a basis to repudiate this contract and to avoid payment
and other obligations. The Company is asking for actual, consequential and
punitive damages. Although the Company cannot predict the outcome of either of
these lawsuits, if the Company is unsuccessful, the resulting losses could hurt
the Company's revenues and profitability.
The Company is subject to certain other legal proceedings, claims and disputes
which arise in the ordinary course of the Company's business. Although the
Company cannot predict the outcomes of these legal proceedings, the Company's
management does not believe these actions will have a material adverse effect on
the Company's financial position, results of operations or liquidity. However,
if unfavorably resolved, these proceedings could have a material adverse effect
on the Company's financial position, results of operations and liquidity.
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Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
* 3.(ii). Bylaws of the Company, as amended and in effect on
February 15, 1999
* 10.(iii)(A). Employment Agreement between the Company and Darwin
Deason, Chairman of the Board, dated February 16,
1999
* 27. Financial Data Schedule
b) Reports on Form 8-K:
On February 5, 1999 the Company filed a Current Report on Form
8-K/A to report the historical and proforma financial statements
of BRC Holdings, Inc.
* Filed herewith
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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 on the 14th day of May 1999.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ Mark A. King
-------------------------------------
Mark A. King
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
* 3.(ii). Bylaws of the Company, as amended and in effect on February 15,
1999
* 10.(iii)(A). Employment Agreement between the Company and Darwin Deason,
Chairman of the Board, dated February 16, 1999
* 27. Financial Data Schedule
* Filed herewith