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| ACS > SEC Filings for ACS > Form 10-K on 27-Aug-2009 | All Recent SEC Filings |
27-Aug-2009
Annual Report
While the magnitude of our sales pipeline is an important indicator of potential
new business signings and potential future internal revenue growth, actual new
business signings and internal revenue growth depend on a number of factors,
including the effectiveness of our sales pursuit teams, competition for a deal,
deal pricing and the cash flow generation qualities of each deal which are
subject to risks described further in Item 1A. Risk Factors of this Annual
Report on Form 10-K.
New Business Signings
We define new business signings as estimated annual recurring revenue from new
contracts and the incremental portion of renewals that are signed during the
period, which represents the estimated first twelve months of revenue to be
recorded under the contracts after full implementation. We use new business
signings to forecast prospective revenues and to estimate capital commitments.
There are no third party standards or requirements governing the calculation of
new business signings and our measure may not be comparable to similarly titled
measures of other companies. We define total contract value as the estimated
total revenues from contracts signed during the period. We use total contract
value as an additional measure of estimating total revenue represented by
contractual commitments, both to forecast prospective revenues and to estimate
capital commitments. Revenues for new business signings, annual recurring
revenue and total contract value are measured under GAAP (defined below).
During fiscal year 2009, we signed contracts with new clients and incremental
business with existing clients representing $1.0 billion of annual recurring
revenue with an estimated $4.5 billion in total contract value. The Commercial
segment contributed 61% of the new contract signings and the Government segment
contributed 39% of the new contract signings (based on annual recurring
revenue).
Internal Revenue Growth
We use internal revenue growth as a measure of the organic growth of our
business. Internal revenue growth is measured as total revenue growth less
revenues from acquisitions and revenues from divested operations. At the date
of an acquisition, we identify the trailing twelve months of revenue of the
acquired company as the "pre-acquisition revenue of acquired companies."
Pre-acquisition revenue of the acquired companies is considered "acquired
revenues" in our calculation, and actual revenues from the acquired company,
either above or below "acquired revenues" are components of "internal growth" in
our calculation. Revenues from divested operations are excluded from the
internal revenue growth calculation in the periods following the effective date
of the divestiture. We believe these adjustments to historical reported results
are necessary to accurately reflect our internal revenue growth. Prior period
internal revenue growth calculations are not restated for current period
divestitures. Our measure of internal revenue growth may not be comparable to
similarly titled measures of other companies. In fiscal year 2009, total revenue
grew 6% over the prior fiscal year and internal revenue grew 3% over the prior
fiscal year.
Client Renewal Rates
We focus on the performance of our contractual obligations and continually
monitor client satisfaction. Renewal rates are the best indicator of client
satisfaction. We calculate our renewal rate based on the total annual recurring
revenue of renewals won as a percentage of total annual recurring revenue of all
renewals sought. In fiscal year 2009, we renewed approximately 85% of total
renewals sought, totaling $1.4 billion of annual recurring revenue with a total
contract value of approximately $4.1 billion. In fiscal year 2008, we renewed
approximately 92% of total renewals sought, totaling $752.7 million of annual
recurring revenue with a total contract value of approximately $2.7 billion.
Average contract life for renewals varies between our government and commercial
segments. The average contract life of renewals in the Government segment is
often longer than those in the Commercial segment.
Capital Intensity
We respond to technological advances and the rapid changes in the requirements
of our clients by committing substantial amounts of our resources to the
operation of multiple hardware platforms, the customization of products and
services that incorporate new technology on a timely basis and the continuous
training of our personnel. Management continually assesses the capital intensity
of these technological advances and client requirements, addressing the
challenge to stay ahead of the competition for innovative solutions and provide
a lower cost solution for clients.
We monitor the capital intensity, defined as the total of capital expenditures
and additions to intangible assets, as a percentage of revenue, of new business
signings. Understanding the capital intensity of new business signings is
critical in determining the future free cash flow generating levels of our
business. Historically, the capital intensity in our business has ranged between
5% and 7% of revenue. During fiscal years 2009 and 2008, the overall capital
intensity of our business was approximately 6% and 5% of revenues, respectively.
We expect that as our new business signings ramp, we will incur capital
expenditures associated with the new business, which could result in increased
capital intensity over the fiscal year 2009 percentage. We expect that capital
intensity will remain within our historical range.
Employees
Attracting, retaining and training our employees has been a key component to our
historical success and will continue to be a major factor in our future success.
Because we operate in intensely competitive markets, our success depends to a
significant extent on our ability to attract, retain and motivate highly skilled
and qualified personnel. We consistently review our employee retention rates on
a regional and global basis to ensure that we are competitive in hiring,
retaining and motivating our employees. We perform benchmarking studies in some
markets in which we compete to ensure our competitiveness in compensation and
benefits and utilize employee surveys to gauge our employees' level of
satisfaction. We provide our employees ongoing technological, management,
financial and leadership training and will continue to do so to develop our
employees and remain competitive. We utilize activity based compensation as a
means to motivate certain of our employees in both segments of our business and
believe our use of activity based compensation is a competitive advantage for
ACS.
Other
We identified a number of risk factors in Item 1A. Risk Factors of this Annual
Report on Form 10-K. Management continually monitors the general economic
conditions, changes in technology and other developments in the markets we
serve, competitive pricing trends and contractual terms for future impact on the
Company in order to be able to respond effectively and on a timely basis to
these developments.
We report our financial results in accordance with generally accepted accounting
principles in the United States ("GAAP"). However, we believe that certain
non-GAAP financial measures and ratios, used in managing our business, may
provide users of this financial information with additional meaningful
comparisons between current results and prior reported results. Certain of the
information set forth herein and certain of the information presented by us from
time to time (including free cash flow and internal revenue growth) may
constitute non-GAAP financial measures within the meaning of Regulation G
adopted by the SEC which are reconciled to the most comparable GAAP financial
measure. The presentation of this non-GAAP information is not meant to be
considered in isolation or as a substitute for comparable amounts determined in
accordance with GAAP.
Fiscal Year 2010 Outlook
Our goals for fiscal 2010 include increasing shareholder value by improving our
financial metrics, including growth in revenues, both from internal sources and
acquisitions, operating income and margins, net income and earnings per share.
Our fiscal year 2009 new business signings of $1.0 billion of annual recurring
revenue will, when ramped, help us achieve these goals. Additionally, we have
set a goal to increase the fiscal year 2010 new business signings over fiscal
year 2009 levels. To that end, we have added approximately 100 sales people and
the support structure associated with them during fiscal year 2009, and intend
to continue expanding the sales organization into fiscal year 2010.
During fiscal year 2009, we have worked with many of our clients who have faced
unprecedented budgetary pressures due to the current economic environment, and
have provided discounts through contract amendments to assist these clients. We
have done this because we believe it's the proper strategic decision in this
environment, and we have received valuable goodwill and increased contract terms
or other valuable consideration that benefits us long-term. We intend to
continue this program into fiscal year 2010.
We expect demand for commercial business process and information technology
solutions to remain strong during fiscal year 2010. We also anticipate our
existing commercial clients will seek to increase their use of outsourcing as a
means to increase their operating efficiency and reduce their costs in the
future. We believe the Commercial segment will experience strong demand in
fiscal year 2010 for transactional business process outsourcing, finance and
accounting outsourcing, customer care outsourcing and traditional information
technology services.
We anticipate strong demand for our government services. In addition to the
areas that we have marketed historically, such as government healthcare,
municipal services, electronic payment services and transportation services and
solutions, we continue to believe that government entities could benefit from
our commercial best practices in such areas as eligibility administration, human
resources outsourcing, customer care and finance and accounting outsourcing. We
anticipate growth in certain areas of the government business such as revenue
generating services and entitlement programs, that have historically grown when
government clients have experienced budget pressure.
We currently have projects underway that are changing the way we deliver our
services to our clients and make them more competitive in their markets. We will
continue to invest in innovation during fiscal year 2010, yet keep our capital
intensity within historical ranges.
In the Government segment, we expect to expand our technology solutions and
platforms, including our Enterprise Medicaid Management Information System in
the state Medicaid market. We expect to leverage our existing broad
international presence and subject matter expertise in the transportation market
to markets beyond transportation. We believe we can expand our existing domestic
solutions into solutions that we can market globally.
Our non-compete agreement with Lockheed Martin Corporation expired in
November 2008. The expiration of this agreement allows us to compete for
federal government contracts, beyond our current relationships with the
Department of Education and other federal agencies.
From a geographic perspective, we believe that there will continue to be strong
demand in the United States and expect to see more business process outsourcing
opportunities in Europe and abroad. Our acquisitions of Grupo Multivoice
("Multivoice") and e-Services Group International ("e-Services") expanded our
customer care offering and will help us provide clients throughout the Americas
and Europe a suite of cost competitive bilingual services in English and Spanish
for their business process outsourcing solutions. Our acquisitions of sds
business services GmbH, Syan Holdings Limited and VBHG Limited ("Anix")
strengthen our global information technology outsourcing presence in Europe and
the United Kingdom.
We also intend to pursue strategic acquisitions in certain vertical markets that
will enhance our existing service capabilities, expand our service offerings and
increase our service innovation through technology solutions that we can
leverage. We expect to strengthen our organization by promoting leaders from
within the Company as well as recruiting top industry talent.
In both segments, we also plan to increase our penetration of low-cost delivery
locations outside the United States and to deepen our use of incentive based
compensation. We intend to expand our global delivery model and continue to
explore cost-savings opportunities as we move higher tier work to lower cost
locations.
Significant Developments - Fiscal Year 2009
Global Production Initiative
In October 2008, we announced plans to implement a global production initiative
to lower future labor costs. Under this initiative, we intend to hire
approximately 4,200 full-time employees in locations outside of the United
States and reduce corresponding positions within the United States and Europe by
the end of the first quarter of fiscal year 2010. The total pre-tax cost to
reduce these employee positions under this initiative is estimated to be
approximately $24 million to $26 million, of which severance costs are estimated
to be approximately $7 million and transition and other expenses are estimated
to be approximately $17 million to $19 million. The transition costs consist
primarily of duplicate labor costs as a result of job training and work
shadowing, as well as related travel, retention and facility costs during the
transition. Substantially all of these expenses to date, and substantially all
of the expected expenses, have been or will be cash expenditures. The following
table reflects the estimated charges over the term of the initiative for each of
our segments (in thousands):
Commercial Government Corporate Total
Severance costs $ 6,000 $ 1,000 $ - $ 7,000
Transition and other expenses 12,000 - 13,000 2,500 - 3,000 2,500 - 3,000 17,000 - 19,000
Total costs $ 18,000 - $19,000 $ 3,500 - $4,000 $ 2,500 - $3,000 $ 24,000 - $26,000
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As of June 30, 2009, we added approximately 3,600 positions outside the United States and Europe and reduced corresponding positions in the United States and Europe as a result of this initiative. During fiscal year 2009, we recorded severance costs of $7.3 million, ($4.3 million, net of income tax) and incurred $14.1 million, ($9.1 million, net of income tax) for transition and other expenses in cost of revenues in our Consolidated Statements of Income. During fiscal year 2009, we announced a plan to assist displaced employees who are experiencing financial hardships during these difficult economic times. We made contributions of approximately $1.4 million, ($0.9 million, net of income tax), related to this plan during fiscal year 2009, which are included in the transition costs discussed above. The following table reflects charges recorded in each of our segments (in thousands):
Fiscal Year Ended June 30, 2009
Commercial Government Corporate Total
Accrued severance costs $ 5,967 $ 1,306 $ - $ 7,273
Transition and other expenses 10,223 1,914 1,942 14,079
Total costs $ 16,190 $ 3,220 $ 1,942 $ 21,352
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We anticipate using a substantial portion of the savings generated from this
initiative to invest in innovation, sales and other client opportunities. Upon
completion, we estimate the full annual run rate pre-tax savings will be
approximately $40 million after these investments.
We opened new facilities and expanded current facilities globally in order to
accommodate the increased offshore headcount. Capital expenditures related to
these facilities are currently estimated at approximately $9.5 million. During
fiscal year 2009, we incurred $8.8 million in capital expenditures related to
these facilities.
The following table reflects the activity for the accruals for involuntary
termination of employees related to this initiative during fiscal year ended
June 30, 2009 (in thousands):
Balance at beginning of period $ -
Accruals, net of reversals 7,273
Payments (5,024 )
Balance at end of period $ 2,249
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New Business
During fiscal year 2009, we signed contracts with new clients and incremental
business with existing clients representing $1.0 billion of annualized recurring
revenue and an estimated $4.5 billion in total contract value. The Commercial
segment contributed 61% of the new contract signings and the Government segment
contributed 39% of the new contract signings (based on annual recurring
revenues).
Acquisitions
During fiscal year 2009, we completed three acquisitions in our Commercial
segment, Multivoice, e-Services, Anix and two other small aquisitions. Please
see Note 3 to our Consolidated Financial Statements for a discussion of these
acquisitions.
Supplemental Executive Retirement Agreement
Please see Note 11 to our Consolidated Financial Statements for a discussion of
the termination of the Supplemental Executive Retirement Plan Agreement (the
"SERP Termination") with the Chairman of our Board of Directors.
Evaluation of Strategic Alternatives
We have incurred costs to evaluate our strategic alternatives, including
the 2007 proposal from Darwin Deason, Chairman of the Board of Directors, and
Cerberus Capital Management, L.P. ("Cerberus"). In addition, several lawsuits
were filed in connection with the announced Cerberus buyout transaction,
generally alleging claims related to breach of fiduciary duty, and seeking class
action status. Those lawsuits have been resolved. Please see Note 19 to our
Consolidated Financial Statements for further discussion of these lawsuits. We
expect that we may continue to incur costs related to our evaluation of
strategic alternatives.
During fiscal years 2009, 2008 and 2007, we recognized approximately
$0.2 million, $8.3 million and $4.0 million, respectively, in legal and other
costs related to the evaluation of strategic alternatives, and $0.6 million,
$1.5 million and $1.9 million, respectively, related to lawsuits discussed
above.
Divestitures
Please see Note 20 to our Consolidated Financial Statements for a discussion of
the sale of our bindery business during fiscal year 2009.
Significant Developments - Fiscal Year 2008
New Business
During fiscal year 2008, we signed contracts with new clients and incremental
business with existing clients representing $800.5 million of annualized
recurring revenue and an estimated $3.2 billion in total contract value. The
Commercial segment contributed 60% of the new contract signings and the
Government segment contributed 40% of the new contract signings (based on annual
recurring revenues).
Acquisitions
We completed seven acquisitions during fiscal year 2008. Please see Note 3 to
our Consolidated Financial Statements for a discussion of these acquisitions.
Divestitures
During fiscal year 2008, we completed the sale of our decision support business
in our Government segment and recorded a gain on the sale of approximately
$2.4 million ($1.6 million, net of income tax) in other operating expense in our
Consolidated Statements of Income. We believe that the decision support business
was not strategic to our ongoing operations.
During fiscal year 2008, we completed the sale of our Unclaimed Property
Reporting and Recovery ("UPRR") business in our Commercial segment. We recorded
a gain on the sale of approximately $1.1 million ($0.7 million, net of income
tax) and $1.0 million ($0.6 million, net of income tax) during fiscal years 2009
and 2008, respectively, in other operating expense in our Consolidated
Statements of Income. We believe that the UPRR business was not strategic to our
ongoing operations.
Share Repurchase Programs
Please see Note 14 to our Consolidated Financial Statements for a discussion of
our share repurchases during fiscal year 2008.
Adoption of FIN 48
Effective July 1, 2007, we adopted the provisions of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes - An Interpretation FASB Statement No. 109" ("FIN 48"), which clarifies
the accounting for and disclosure of uncertainty in tax positions. Please see
Note 12 to our Consolidated Financial Statements for a discussion of our
adoption of FIN 48.
Stock Option Repricing
Please see Note 14 to our Consolidated Financial Statements for a discussion of
the repricing of certain outstanding stock options, our tender offer to amend
certain options and results of the tender offer, as well as our offer to former
employees.
Review of Stock Option Grant Practices
Please see Note 19 to our Consolidated Financial Statements for a discussion of
the review of our stock option grant practices.
Significant Developments - Fiscal Year 2007
New Business
During fiscal year 2007, we signed contracts with new clients and incremental
business with existing clients representing $607.0 million of annualized
recurring revenue and an estimated $2.8 billion in total contract value. The
Commercial segment contributed 64% of the new contract signings and the
Government segment contributed 36% of the new contract signings (based on annual
recurring revenues).
Acquisitions
We completed six acquisitions during fiscal year 2007. Please see Note 3 to our
Consolidated Financial Statements for a discussion of these acquisitions.
Sale of Minority Interests in a Professional Services Business
In fiscal year 2007, we sold our minority interests in a professional services
company, which was accounted for under the equity method, for approximately
$19.0 million. We recorded a gain on the sale of our minority interests of
approximately $8.2 million ($5.3 million, net of income tax) in other
non-operating expense (income), net.
Share Repurchase Programs
Please see Note 14 to our Consolidated Financial Statements for a discussion of
our share repurchases during fiscal year 2007.
Stock Option Repricing
Please see Note 14 to our Consolidated Financial Statements for a discussion of
the December 2006 repricing of certain outstanding stock options, our tender
offer to amend certain options and results of the tender offer, as well as our
offer to former employees.
Contract with the Department of Education
We provide comprehensive loan servicing for the Department of Education's (the
"Department") Direct Student Loan program under the Common Services for
Borrowers contract. Annual revenues from this contract represented approximately
3%, 3% and 4% of our fiscal year 2009, 2008 and 2007 revenues, respectively. We
expect the contract to continue through the middle of fiscal year 2012 under the
remaining two performance based periods. The Department may also exercise two
additional option years at their discretion.
In May 2007, we and the Department agreed to cease development of certain
software contemplated under the Common Services for Borrowers contract. At that
time, we had implemented approximately $39.0 million of internally developed
software into the current production system. As a result of the decision to
cease development, we recorded a non-cash impairment charge of approximately
$76.4 million (approximately $48.3 million, net of income tax) related to
in-process capitalized development costs.
Government Healthcare Contract
During fiscal year 2007, we settled a dispute involving our contract with the
North Carolina Department of Health and Human Services and recognized
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