<PAGE> 1
DRAFT OF JULY 26, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
AMDOCS LIMITED
Tower Hill House Le Bordage GY1 3QT
St. Peter Port, Island of Guernsey, Channel Islands
--------------
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F)
Form 20 F X Form 40 F
-- ----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of
1934.)
YES NO X
--- --
<PAGE> 2
AMDOCS LIMITED
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
FOR THE QUARTER ENDED JUNE 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in
Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Unaudited Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 6-K
SIGNATURES
EXHIBIT INDEX
2
<PAGE> 3
Part I Financial Information
Item 1. Financial Statements
AMDOCS LIMITED
CONSOLIDATED BALANCE SHEETS
(in U.S. dollars, unless otherwise stated)
(in thousands, except per share data)
<TABLE>
<CAPTION>
As of
----------------------------------
June 30, September 30,
2000 1999
-------------- ----------------
ASSETS (unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 302,972 $ 85,174
Short-term interest-bearing investments 7,880 -
Accounts receivable, including unbilled of $12,342 and $3,415, less
allowances of $7,021 and $0, respectively 251,246 145,184
Accounts receivable from related parties, including unbilled of $132 and
$828, respectively 30,666 14,128
Deferred income taxes and taxes receivable 33,497 29,899
Prepaid expenses and other current assets 32,356 16,390
-------------- ------------
Total current assets 658,617 290,775
Equipment, vehicles and leasehold improvements, net 106,003 83,997
Deferred income taxes 13,820 5,605
Goodwill and other intangible assets, net 1,062,322 20,742
Other noncurrent assets 35,995 28,892
-------------- ----------------
Total assets $ 1,876,757 $ 430,011
============== ================
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
Current Liabilities:
Accounts payable and accrued expenses $ 120,953 $ 68,594
Accrued personnel costs 61,046 40,092
Short-term financing arrangements -- 2,381
Deferred revenue 126,719 104,688
Short-term portion of capital lease obligations 5,813 5,722
Deferred income taxes and taxes payable 79,438 33,412
-------------- ----------------
Total current liabilities 393,969 254,889
Long-term portion of capital lease obligations 14,851 17,148
Deferred income taxes 10,474 --
Other noncurrent liabilities 51,245 34,237
-------------- ----------------
Total liabilities 470,539 306,274
-------------- ----------------
Shareholders' Equity:
Preferred Shares - Authorized 25,000 shares;
Pound Sterling 0.01 par value; 0 issued and outstanding - -
Ordinary Shares - Authorized 550,000 shares;
Pound Sterling 0.01 par value; 220,986 and 198,800 outstanding,
respectively 3,536 3,181
Additional paid-in capital 1,772,326 489,099
Accumulated other comprehensive income (loss) 2,556 (1,157)
Unearned compensation (1,629) (3,830)
Accumulated deficit (370,571) (363,556)
-------------- ----------------
Total shareholders' equity 1,406,218 123,737
-------------- ----------------
Total liabilities and shareholders' equity $ 1,876,757 $ 430,011
============== ================
</TABLE>
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
3
<PAGE> 4
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in U.S. dollars)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------------------------- --------------------------------
2000 1999 2000 1999
---------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
License (*) $ 32,663 $ 19,639 $ 89,606 $ 51,987
Service (*) 264,339 145,245 713,647 392,152
---------------- ----------------- ------------- -------------
297,002 164,884 803,253 444,139
---------------- ----------------- ------------- -------------
Operating expenses:
Cost of license 1,715 1,367 4,346 4,060
Cost of service (*) 167,686 94,456 462,425 254,651
Research and development 20,275 11,005 52,958 28,524
Selling, general and administrative (*) 37,321 20,274 97,868 53,336
Amortization of goodwill and purchased
intangible assets 54,070 -- 56,870 --
In-process research and development
and other indirect acquisition
related costs 55,741 -- 75,617 --
---------------- ----------------- ------------- -------------
336,808 127,102 750,084 340,571
---------------- ----------------- ------------- -------------
Operating income (loss) (39,806) 37,782 53,169 103,568
Other income (expense), net 3,355 (1,467) 6,018 (5,420)
---------------- ----------------- ------------- -------------
Income (loss) before income taxes (36,451) 36,315 59,187 98,148
Income taxes 30,708 10,894 66,202 29,444
---------------- ----------------- ------------- -------------
Net income (loss) $ (67,159) $ 25,421 $ (7,015) $ 68,704
================ ================= ============= =============
Basic earnings (loss) per share $ (0.31) $ 0.13 $ (0.03) $ 0.35
================ ================= ============= =============
Diluted earnings (loss) per share $ (0.31) $ 0.13 $ (0.03) $ 0.34
================ ================= ============= =============
Basic weighted average number of
shares outstanding 219,962 197,322 208,706 196,976
================ ================= ============= =============
Diluted weighted average number of
shares outstanding 219,962 200,310 208,706 199,649
================ ================= ============= =============
(*) See Note 3.
</TABLE>
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
4
<PAGE> 5
AMDOCS LIMITED
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY (UNAUDITED)
(in U.S. dollars)
(in thousands)
<TABLE>
<CAPTION>
Accumulated
Other
Ordinary Shares Additional Comprehensive Total
----------------------- Paid-in Income Unearned Accumulated Shareholders'
Shares Amount Capital (Loss) Compensation Deficit Equity
------------ --------- ----------- ------------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance as of September 30,
1999 198,800 $3,181 $ 489,099 $(1,157) $(3,830) $(363,556) $ 123,737
Net Loss - - - - - (7,015) (7,015)
Issuance of ordinary shares
related to
acquisitions, net 20,297 325 1,263,233 - - - 1,263,558
Employees' stock options
exercised 1,889 30 19,814 - - - 19,844
Unrealized gain on other
comprehensive income,
net of $1,591 tax - - - 3,713 - - 3,713
Stock options granted, net
of forfeitures - - 180 - - - 180
Amortization of unearned
compensation - - - - 2,201 - 2,201
------------ --------- ----------- ------------- -------------- ----------- ------------
Balance as of June 30, 2000 220,986 $3,536 $1,772,326 $ 2,556 $(1,629) $(370,571) $1,406,218
============ ========= =========== ============= ============== =========== ============
</TABLE>
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
5
<PAGE> 6
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in U.S. dollars)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended June 30,
2000 1999
-------------------- -------------------
<S> <C> <C>
Cash flow from Operating Activities:
Net income (loss) $ (7,015) $ 68,704
Reconciliation of net income to net cash provided by
operating activities:
Depreciation 24,818 13,763
Amortization 63,324 8,211
In-process research and
development expenses 70,430 --
Loss on sale of equipment 163 518
Deferred income taxes 5 1,368
Unrealized income on other comprehensive income 5,304 5,789
Net changes in operating assets and liabilities:
Accounts receivable (48,585) (64,143)
Prepaid expenses and other current assets (10,438) (8,848)
Other noncurrent assets (6,687) (6,827)
Accounts payable and accrued expenses 21,768 17,204
Deferred revenue 17,486 63,503
Income taxes payable 39,614 (2,146)
Other noncurrent liabilities 16,409 5,704
-------------------- -------------------
Net cash provided by operating activities 186,596 102,800
-------------------- -------------------
Cash flow from Investing Activities:
Proceeds from sale of equipment, vehicles and leasehold
improvements 1,007 1,212
Payments for purchase of equipment, vehicles, leasehold
improvements and other (42,320) (32,913)
Purchase of short-term interest-bearing investments, net (7,880) --
Net cash acquired in acquisitions 67,803 --
-------------------- -------------------
Net cash provided by (used in) investing activities 18,610 (31,701)
-------------------- -------------------
Cash flow from Financing Activities:
Net proceeds from issuance of ordinary shares -- 42,535
Net proceeds from employee stock options exercised 19,844 --
Payments under short-term finance arrangements (284,464) (293,012)
Borrowings under short-term finance arrangements 282,083 228,008
Principal payments under long-term capital lease
obligations (4,871) (2,941)
-------------------- -------------------
Net cash provided by (used in) financing activities 12,592 (25,410)
-------------------- -------------------
Net increase in cash and cash equivalents 217,798 45,689
Cash and cash equivalents at beginning of period 85,174 25,389
-------------------- -------------------
Cash and cash equivalents at end of period $ 302,972 $ 71,078
==================== ===================
Supplementary cash flow information
Cash paid for:
Income taxes, net of refunds $ 24,234 $ 26,710
Interest 1,988 4,582
</TABLE>
Non-cash investing and financing activities
Capital lease obligations of $2,516 and $7,881 were incurred during the nine
months ended June 30, 2000 and 1999, respectively, when the Company (as
hereinafter defined) entered into lease agreements for the purchase of fixed
assets.
The Company issued 6,451 ordinary shares and 1,103 options in connection with
the acquisition of ITDS (as hereinafter defined). The Company issued 13,846
exchangeable shares and 1,654 options in connection with the acquisition of
Solect (as hereinafter defined). See Note 2.
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
6
<PAGE> 7
AMDOCS LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in U.S. dollars)
(in thousands, except per share data)
1. Basis of Presentation
Amdocs Limited (the "Company") is a leading provider of software products
and services to the communications industry. The Company designs, develops,
markets and supports information systems solutions to major wireless
wireline and Internet companies throughout the world.
The unaudited consolidated financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States. In the opinion of management, all adjustments considered
necessary for a fair presentation of the unaudited interim consolidated
financial statements have been included therein and are of a normal
recurring nature.
The preparation of financial statements during interim periods requires
management to make numerous estimates and assumptions that impact the
reported amounts of assets, liabilities, revenue and expenses. Estimates
and assumptions are reviewed periodically and the effect of revisions is
reflected in the results of operations for the interim periods in which
changes are determined to be necessary.
The results of operations for the interim periods presented herein are not
necessarily indicative of the results to be expected for the full year.
These statements, however, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles. These statements should be read in conjunction with the
Company's consolidated financial statements for the year ended September
30, 1999 set forth in the Company's Annual Report on Form 20-F filed with
the Securities and Exchange Commission.
The Company classifies all of its short-term interest-bearing investments
as available-for-sale securities. Such short-term interest-bearing
investments consist primarily of United States governmental securities
which are stated at market value. Unrealized gains and losses are comprised
of the difference between market value and amortized cost of such
securities and are reflected, net of tax, as other comprehensive income in
shareholders' equity. Realized gains and losses on short-term
interest-bearing investments are included in earnings and are derived using
the specific identification method for determining the cost of securities.
It is the Company's intent to maintain a liquid portfolio to take advantage
of investment opportunities; therefore, all securities are considered to be
available-for-sale and are classified as current assets.
2. Acquisitions
ITDS
On November 30, 1999, the Company completed the purchase of International
Telecommunication Data Systems, Inc. (ITDS), in a stock-for-stock
transaction. ITDS is a leading provider of solutions for outsourcing of
billing operations to communications companies. The total purchase price of
$188,733, based on a per share price of $28.25 for our ordinary shares,
included issuance of ordinary shares, the grant of options and transaction
costs. The acquisition was accounted for using the purchase method of
accounting. The fair market value of ITDS' assets and liabilities has been
included in the balance sheet as of the acquisition date. The results of
ITDS' operations are included in the consolidated statement of operations,
commencing December 1, 1999. An acquired technology valuation, which was
independently determined, included both existing technology and in-process
research and development. The valuation of these technologies was made by
applying the income forecast method which considers the present value of
cash flows by product lines. The fair value of existing technology products
was valued at $12,342 and is being amortized over five years. Purchased
in-process research and development, valued at $19,876, was charged to
expense immediately following the completion of
7
<PAGE> 8
AMDOCS LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in U.S. dollars)
(in thousands, except per share data)
the acquisition (during the quarter ended December 31, 1999) as this
technology had not reached technological feasibility and has no
alternative use. This technology required additional development, coding
and testing efforts before technological feasibility could be determined.
The fair value of customer base was valued at $647 and the fair value of
workforce-in-place was valued at $5,407, each of which is being amortized
over five years. The excess of the purchase price over the fair value of
the net assets acquired, or goodwill, of $70,796 is being amortized over
15 years.
Solect
On April 5, 2000, the Company completed the purchase of Solect Technology
Group Inc. (Solect), in a stock-for-stock transaction. Solect is a leading
provider of customer care and billing software to IP service providers.
Under the terms of the combination agreement, all then outstanding Solect
common shares were exchanged for shares of a newly issued class of
exchangeable shares of Solect. The Company then acquired all of the
original common shares of Solect. The Solect exchangeable shares entitle
holders to dividends and other rights economically equivalent to the
Company's ordinary shares, including the right, through a voting trust, to
vote at the Company's shareholder meetings, and are exchangeable at the
option of holders into the Company's ordinary shares on a one-for-one
basis. The total purchase price of $1,088,154, based on a per share price
of $69.875 for the Company's ordinary shares, included both the issuance of
13,846,302 exchangeable shares, the grant of options to purchase 1,653,662
ordinary shares, as well as transaction costs. An aggregate 1,170,000 of
the exchangeable shares issued in the transaction have been placed in
escrow until April, 2001 to indemnify the Company against any breaches of
representations or warranties under the combination agreement. The
acquisition was accounted for using the purchase method of accounting. The
fair market value of Solect's assets and liabilities has been included in
the balance sheet as of the acquisition date. The results of Solect's
operations are included in the consolidated statement of operations,
commencing April 6, 1999. An acquired technology valuation, which was
independently determined, included both existing technology and in-process
research and development. The valuation of these technologies was made by
applying the income-forecast method that considers the present value of
cash flows by product lines. The fair value of existing technology products
was valued at $18,272 and is being amortized over two years. Purchased
in-process research and development, valued at $50,554, was charged to
expense immediately following the completion of the acquisition as this
technology had not reached technological feasibility and has no alternative
use. This technology will require varying additional development, coding
and testing efforts before technological feasibility can be determined. The
fair value of customer base was valued at $1,211 and the fair value of
workforce-in-place was valued at $3,286, each of which is being amortized
over three years. The excess of the purchase price over the fair value of
net assets acquired, or goodwill, of $986,756 is being amortized over five
years.
Set forth below is the pro forma revenue, operating income (loss), net loss
and loss per share as if ITDS and Solect had been acquired as of the
beginning of the respective periods, excluding the write off of purchased
in-process research and development and other indirect acquisition related
costs, for the following periods:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Revenue $ 297,002 $ 202,778 $ 837,716 $ 551,952
Operating income (loss) 15,935 (8,849) 20,561 (38,453)
Net income (loss) (11,418) (24,083) (38,509) (79,286)
Basic earnings (loss) per share (0.05) (0.11) (0.18) (0.36)
Diluted earnings (loss) per share (0.05) (0.11) (0.18) (0.36)
</TABLE>
8
<PAGE> 9
AMDOCS LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in U.S. dollars)
(in thousands, except per share data)
3. Related-Party Transactions
The following related party transactions are included in the consolidated
statement of operations for the following periods:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------------------- ------------------------------
2000 1999 2000 1999
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
License $ 1,707 $ 140 $ 8,737 $ 418
Service 36,671 22,473 102,650 68,422
Operating expenses:
Cost of service 785 987 2,413 2,044
Selling, general and administrative 140 196 538 428
</TABLE>
4. Comprehensive Income (Loss)
Comprehensive income (loss) represents the change in shareholders' equity
during a period from transactions and other events and circumstances from
nonowner sources. It includes all changes in equity except those resulting
from investments by owners and distributions to owners.
The following table sets forth the reconciliation from net income (loss) to
comprehensive income (loss) for the following periods:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income (loss) $ (67,159) $ 25,421 $ (7,015) $ 68,704
Other comprehensive income:
Unrealized income (loss) on derivative
instruments, net of tax (2,677) 2,333 3,693 4,053
Unrealized income on short-term
interest-bearing investments, net
of tax 20 -- 20 --
------------- ------------- ------------- -------------
Comprehensive income (loss) $ (69,816) $ 27,754 $ (3,302) $ 72,757
============= ============= ============= =============
</TABLE>
5. Income Taxes
The provision for income taxes for the following periods consists of the
following:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
--------------------------------- ------------------------------
2000 1999 2000 1999
--------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Current $ 35,728 $ 14,325 $ 66,187 $ 28,076
Deferred (5,020) (3,431) 5 1,368
--------------- -------------- ------------- ------------
$ 30,708 $ 10,894 $ 66,202 $ 29,444
=============== ============== ============= ============
</TABLE>
9
<PAGE> 10
AMDOCS LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in U.S. dollars)
(in thousands, except per share data)
As a Guernsey corporation with tax-exempt status, the Company's overall
effective tax rate is attributable solely to foreign taxes and has historically
approximated 30%. In conjunction with the acquisitions of ITDS and Solect, the
Company has incurred indirect acquisition-related costs, as well as non-cash
charges related to the amortization of purchased intangible assets and
in-process research and development. Since a significant portion of such costs
and charges are not deductible for tax purposes, the effective tax rate will be
adversely affected during the period such charges are recorded. Excluding the
impact of these items, the Company's overall effective tax rate would have
remained approximately 30% for the three- and nine-month periods ended June 30,
2000. For the nine-month period ended June 30, 2000, the Company's blended
effective tax rate, calculated based on income before income taxes excluding the
impact of the non-recurring charges of in-process research and development and
indirect acquisition-related costs, is 49%. The Company anticipates that the 49%
effective tax rate will be applied in the fourth quarter of the current fiscal
year.
6. Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings
(loss) per share:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
--------------------------------- -----------------------------
2000 1999 2000 1999
--------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ (67,159) $ 25,421 $ (7,015) $68,704
=============== ============= ============= ===========
Denominator:
Denominator for basic earnings (loss) per
share - weighted average number of
shares outstanding 219,962 197,322 208,706 196,976
Effect of dilutive stock options granted (*) -- 2,988 (*) -- 2,673
--------------- ------------- ------------- -----------
Denominator for dilutive earnings (loss) per
share - adjusted weighted average
shares and assumed conversions 219,962 200,310 208,706 199,649
=============== ============= ============= ===========
Basic earnings (loss) per share $ (0.31) $ 0.13 $ (0.03) $ 0.35
=============== ============= ============= ===========
Diluted earnings (loss) per share $ (0.31) $ 0.13 $ (0.03) $ 0.34
=============== ============= ============= ===========
</TABLE>
(*)Due to net loss, potentially issuable shares are excluded from the
computation of diluted average number of shares outstanding.
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Introduction
In Management's Discussion and Analysis we explain the general financial
condition and the results of operations for Amdocs and its subsidiaries
including:
- what factors affect our business,
- what our revenue and costs were in the nine months and three
months ended June 30, 2000 and 1999,
- why those revenue and costs were different from period to period,
- the sources of our revenue,
- how all of this affects our overall financial condition,
- what our expenditures were in the nine months and three months
ended June 30, 2000 and 1999, and
- the sources of our cash to pay for future capital expenditures.
Management's Discussion and Analysis should be read in conjunction with Amdocs'
consolidated financial statements. In Management's Discussion and Analysis, we
analyze and explain the nine months to nine months and three months to three
months changes in the specific line items in the consolidated statements of
operations. Our analysis contains certain forward-looking statements that
involve risk and uncertainties. Our actual results could differ materially from
the results reflected in these forward-looking statements as they are subject
to a variety of risk factors. We disclaim any obligation to update our
forward-looking statements.
Overview
We are a leading provider of software products and services to the
communications industry. Our Business Support Systems, or BSS, consist of
families of customized software products and services designed to meet the
mission-critical needs of specific communications market sectors. We provide
primarily Customer Care, Billing and Order Management Systems, or CC&B Systems,
for network operators and service providers. Our systems support a wide range of
communications services including local, long distance, international, mobile,
cable television, data, electronic commerce and Internet services. We also
support companies that offer multiply service packages, commonly referred to as
convergent services. In addition, we provide a full range of Directory Sales and
Publishing Systems, or Directory Systems, to publishers of both traditional
printed yellow page and white page directories and electronic Internet
directories. Due to the complexity of BSS projects and the expertise required
for system support, we also provide extensive customization, implementation,
system integration, ongoing support, system enhancement, maintenance and
outsourcing services.
We derive our revenue principally from:
- the initial sale of our products and related services, including license
fees and customization, implementation and integration services, and
- recurring revenue from ongoing maintenance, support, outsourcing and
other related services provided to our customers and, to a lesser
degree, from incremental license fees resulting from increases in a
customer's subscribers.
11
<PAGE> 12
License revenue is primarily recognized as work is performed, using the
percentage of completion method of accounting. Service revenue that involves
significant ongoing obligations, including fees for customization,
implementation and initial support services, is also recognized as work is
performed, under the percentage of completion method of accounting. In
outsourcing contracts, where the CC&B Systems solution includes the operation
and maintenance of customers' billing systems, revenue is recognized in the
period in which the bills are produced. Revenue from ongoing support services is
recognized as work is performed. Revenue from third party hardware and software
sales is recognized upon delivery. Maintenance revenue is recognized ratably
over the term of the maintenance agreement. As a result of our percentage of
completion accounting method, the size and timing of customer projects and our
progress in completing such projects may significantly affect our quarterly
operating results.
- License and service fee revenue from the sale of CC&B Systems amounted
to $703.1 million and $325.4 million in the nine months ended June 30,
2000 and 1999, respectively, representing 87.5% and 73.3%,
respectively, of our total revenue for such periods. License and
service fee revenue from the sale of CC&B Systems amounted to $264.4
million and $125.8 million in the three months ended June 30, 2000 and
1999, respectively, representing 89.0% and 76.3%, respectively, of our
total revenue for such periods.
We believe that the demand for CC&B Systems will continue to increase due to,
among other key factors:
- the growth and globalization of the communications market,
- intensifying competition among communications carriers,
- rapid technological changes, such as the introduction of wireless
Internet services via WAP (Wireless Application Protocol) and GPRS
(General Packet Radio Services) technology,
- the proliferation of new communications products and services, and
- a shift from in-house management to vendor solutions and outsourcing.
We also believe that a key driver of demand is the continuing trend for network
operators and service providers to offer to their subscribers multiple service
packages, commonly referred to as convergent services (combinations of local,
long distance, international, mobile, cable television, IP, data and electronic
commerce).
As a result of these developments, we believe that CC&B Systems will continue to
account for the largest share of our total revenue.
Although the business of publishing traditional yellow page and white page
directories is a mature business in the United States, it continues to be a
significant source of revenue for us worldwide. We believe that we are a leading
provider of Directory Systems in most of the markets that we serve.
- License and service fee revenue from the sale of Directory Systems
totaled $100.2 million and $118.8 million in the nine months ended
June 30, 2000 and 1999, respectively, accounting for 12.5% and 26.7%,
respectively, of our total revenue for such periods. License and
service fee revenue from the sale of Directory Systems totaled $32.6
million and $39.1 million in the three months ended June 30, 2000 and
1999, respectively, accounting for 11.0% and 23.7%, respectively, of
our total revenue for such periods.
The decrease in revenue from Directory Systems reflects a lowering of the volume
of Directory Systems services required by our existing customers. We expect that
the demand for our Directory Systems might modestly decrease in future periods
resulting in the decrease of the contribution to total revenue of license and
service fees from Directory Systems services over time.
12
<PAGE> 13
Our research and development activities involve the development of new software
modules and product offerings in response to an identified market demand, either
in conjunction with a customer project or as part of our product development
program. We also expend additional amounts on applied research and software
development activities to keep abreast of new technologies in the communications
market. Research and development expenditures amounted to $53.0 million and
$28.5 million in the nine months ended June 30, 2000 and 1999, respectively,
representing 6.6% and 6.4% of our revenue in these periods, respectively.
Research and development expenditures amounted to $20.3 million and $11.0
million in the three month ended June 30, 2000 and 1999, respectively,
representing 6.8% and 6.7% of our revenue in these periods, respectively. In the
next several years, we intend to continue to make substantial investments in our
research and development and anticipate a significant increase in absolute
dollar terms in research and development expenditures. As a percentage of our
expected revenue for this period, we believe that our research and development
expenditures will increase only modestly.
On November 30, 1999, we completed the purchase of ITDS, in a stock-for-stock
transaction. ITDS is a leading provider of solutions for outsourcing of billing
operations to communications companies. This acquisition has expanded the scope
of our CC&B Systems offering and, we believe, has further established our
leadership in providing total solutions to the communications industry. In
connection with the consummation of this transaction, we issued 6,450,714
ordinary shares and granted 1,102,955 options to purchase ordinary shares. The
total purchase price of $188.7 million includes issuance of ordinary shares, the
grant of options and transaction costs. The acquisition was accounted for using
the purchase method of accounting. The fair market value of ITDS' assets and
liabilities has been included in our balance sheet as of the acquisition date.
An acquired technology valuation, which was determined by an independent
appraiser, included both existing technology and in-process research and
development. The valuation of these items was made by applying the income
forecast method which considers the present value of cash flows by product
lines. The fair value of existing technology products was valued at $12.3
million and is being amortized over five years. In-process research and
development, valued at $19.9 million, was charged to expense immediately
following the completion of the acquisition (in the quarter ended December 31,
1999) as this technology had not reached technological feasibility and has no
alternative use. Additional development, coding and testing efforts were
required before technological feasibility could be determined. The fair value of
customer base was valued at $0.6 million and the fair value of
workforce-in-place was valued at $5.4 million, both of which are being amortized
over five years. The excess of the purchase price over the net assets acquired,
or goodwill, of $70.8 million is being amortized over 15 years.
On April 5, 2000, we completed the purchase of Solect, in a stock-for-stock
transaction. Solect is a leading provider of IP billing and customer care
software to Internet service providers, including wireless and application
service providers, or ASP's. The Solect acquisition is expected to expand our
Internet customer base for CC&B Systems. Under the terms of the
combination agreement, all then outstanding Solect common shares were exchanged
for shares of a newly issued class of exchangeable shares of Solect. We acquired
all of the original common shares of Solect. The Solect exchangeable shares
entitle holders to dividends and other rights economically equivalent to our
ordinary shares, including the right, through a voting trust, to vote at our
shareholder meetings, and are exchangeable at the option of the holders into our
ordinary shares on a one-for-one basis. The total purchase price of $1,088.2
million includes the issuance of 13,846,302 exchangeable shares, the grant of
options to purchase 1,653,662 ordinary shares and transaction costs. An
aggregate 1,170,000 of the exchangeable shares issued in the transaction have
been placed in escrow until April 2001 to indemnify the Company against any
breaches of representations or warranties under the combination agreement. The
acquisition was accounted for using the purchase method of accounting. The fair
market value of Solect's assets and liabilities has been included in our balance
sheet as of the acquisition date. An acquired technology valuation, which was
determined by an independent appraiser, included both existing technology and
in-process research and development. The valuation of these items was made by
applying the income-forecast method, which considers the present value of cash
flows, by product lines. The fair value of existing technology products was
valued at $18.3 million and is being amortized over two years. In-process
research and development, valued at $50.6 million, was charged to expense
immediately following the completion of the acquisition as this technology had
not reached technological feasibility and has no alternative use. Additional
development, coding and testing efforts will be required before technological
feasibility can be determined. The fair value of customer base was valued at
$1.2 million and the fair value of workforce-in-place was valued at $3.3
million, both of
13
<PAGE> 14
which are being amortized over three years. The excess of the purchase price
over the net assets acquired, or goodwill, of $986.8 million is being amortized
over five years.
Results of Operations
The following table sets forth, for each of the nine and three months ended June
30, 2000 and 1999, respectively, certain items in our consolidated statements of
operations reflected as a percentage of total revenue:
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
------------------------------------------ -----------------------------------------
2000 1999 2000 1999
---------------------------- --------- ------------------------- ---------
Pro forma(*) As reported Pro forma(*) As reported
---------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue:
License 11.0% 11.0% 11.9% 11.2% 11.2% 11.7%
Service 89.0 89.0 88.1 88.8 88.8 88.3
---- ---- ---- ---- ---- ----
100.0 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- ----- -----
Operating expenses:
Cost of license 0.6 0.6 0.8 0.5 0.5 0.9
Research and
development 6.8 6.8 6.7 6.6 6.6 6.4
Selling, general and
administrative 12.5 12.5 12.3 12.2 12.2 12.0
Amortization of
goodwill and
purchased intangible
assets -- 18.2 -- -- 7.1 --
In-process research and
development and other
indirect acquisition
related costs -- 18.8 -- -- 9.4 --
---- ---- ---- ---- - --- ----
76.4 113.4 77.1 76.9 93.4 76.7
---- ----- ---- ---- ---- ----
Operating income (loss) 23.6 (13.4) 22.9 23.1 6.6 23.3
Other income (expense),
net 1.1 1.1 (0.9) 0.8 0.7 (1.2)
--- --- ----- --- --- -----
Income (loss) before
income taxes 24.7 (12.3) 22.0 23.9 7.3 22.1
Income taxes 7.4 10.3 6.6 7.2 8.2 6.6
---- ----- ----- ----- ------ -----
Net income (loss) 17.3% (22.6%) 15.4% 16.7% (0.9%) 15.5%
===== ======= ===== ===== ====== =====
</TABLE>
(*) The pro forma financial information excludes purchased in-process
research and development, indirect acquisition related costs,
amortization of goodwill and purchased intangible assets and related tax
effect related to the ITDS and Solect transactions.
14
<PAGE> 15
Nine Months Ended June 30, 2000 and 1999
Revenue. Revenue for the nine months ended June 30, 2000 was $803.3
million, an increase of $359.1 million, or 80.9%, compared to the nine months
ended June 30, 1999, primarily due to the continuance of the growth in the
demand for our CC&B Systems solutions and, to a lesser degree, from the
acquisition of ITDS. License revenue increased from $52.0 million in the nine
months ended June 30, 1999 to $89.6 million during the nine months ended June
30, 2000, an increase of 72.4%, and service revenue increased 82.0% in the nine
months ended June 30, 2000 from $392.2 million in the nine months ended June 30,
1999 to $713.6 million in the nine months ended June 30, 2000. Total CC&B
Systems revenue for the nine months ended June 30, 2000 was $703.1 million, an
increase of $377.7 million, or 116%, compared to the nine months ended June 30,
1999. Revenue from Directory Systems was $100.2 million for the nine months
ended June 30, 2000, a decrease of $18.6 million, or 15.7%, from the nine months
ended June 30, 1999. The decrease in revenue from Directory Systems reflects a
decrease in the volume of Directory Systems services required by our existing
customers.
In the nine months ended June 30, 2000, revenue from customers in North
America, Europe, and the rest of the world accounted for 46%, 42% and 12%,
respectively, compared to 40%, 39% and 21%, respectively, for the nine months
ended June 30, 1999. The growth in North America was primarily attributable to
the revenue from already existing ITDS customers in North America and, to a
lesser degree, new Amdocs customers in North America. The growth in revenue from
customers in Europe was primarily attributable to increased competition among
communications companies within and continued deregulation of the European
market.
Cost of License. Cost of license for the nine months ended June 30, 2000 was
$4.3 million, an increase of $0.3 million, or 7.0%, from cost of license for the
nine months ended June 30, 1999. Cost of license includes amortization of
purchased computer software and intellectual property rights.
Cost of Service. Cost of service increased from $254.7 million for the nine
months ended June 30, 1999 to $462.4 million for the nine months ended June 30,
2000. The increase in cost of service is consistent with the increase in revenue
for the period, and reflects increased employment levels required to support the
continuing growth in revenue. As a percentage of revenue, cost of service of
57.6% for the nine months ended June 30, 2000 essentially was unchanged from
57.4% for the nine months ended June 30, 1999.
Research and Development. Research and development expense was primarily
comprised of compensation expense attributable to research and development
activities, either in conjunction with customer projects or as part of our
product development program. In the nine months ended June 30, 2000, research
and development expense was $53.0 million, or 6.6% of revenue, compared with
$28.5 million, or 6.4% of revenue, in the nine months ended June 30, 1999. The
increase in research and development expense represents ongoing expenditures
primarily for CC&B Systems and, to a lesser extent, for Directory Systems.
Selling, General and Administrative. Selling, general and administrative
expense, primarily comprised of compensation expense, increased from $53.3
million for the nine months ended June 30, 1999 to $97.9 million for the nine
months ended June 30, 2000. The increase in selling, general and administrative
expense is in line with the increase in our revenue for the nine months ended
June 30, 2000. As a percentage of revenue, selling, general and administrative
expense of 12.2% for the nine months ended June 30, 2000 essentially was
unchanged from 12.0% for the nine months ended June 30, 1999.
Amortization of Goodwill and Purchased Intangible Assets. Amortization of
goodwill and purchased intangible assets in the nine months ended June 30, 2000
relates to the Solect and ITDS transactions.
In-process Research and Development and Other Indirect Acquisition Related
Costs. In-process research and development and other indirect acquisition
related costs in the nine months ended June 30, 2000 consisted primarily of
one-time charges of $19.9 million and $50.6 million of write-offs of purchased
in-process research and development related to the ITDS and Solect transactions,
respectively.
15
<PAGE> 16
Operating Income. Operating income of $53.2 million decreased to 6.6% of
revenue for the nine months ended June 30, 2000, as compared to 23.3% for the
nine months ended June 30, 1999, primarily due to the one-time charges for
in-process research and development related to the acquisitions of ITDS and
Solect. Pro forma operating income in the nine months ended June 30, 2000,
excluding the ITDS and Solect acquisitions related charges, was $185.7 million,
or 23.1% of revenue, as compared with $103.6 million, or 23.3% of revenue, in
the nine months ended June 30, 1999, an increase of 79.3%.
Other Income (Expense), Net. In the nine months ended June 30, 2000, other
income (expense), net was $6.0 million, an increase of $11.4 million from the
nine months ended June 30, 1999. The increase in other income (expense), net, is
primarily attributable to the reduction in debt through the use of cash from
operations and interest from accumulating cash equivalents and short-term
interest-bearing investments.
Income Taxes. Income taxes in the nine months ended June 30, 2000 were
$66.2 million on income before taxes of $59.2 million. Income taxes were $29.4
million on income before taxes of $98.1 million in the nine months ended June
30, 1999. In the nine months ended June 30, 2000, the effective tax rate was
49%, resulting from the non-cash amortization related to the acquisitions of
ITDS and Solect, much of which are not tax deductible. The pro forma effective
tax rate for the nine months ended June 30, 2000, excluding the ITDS and Solect
acquisitions related charges, is 30%. See discussion below - "Effective Tax
Rate".
Net Income (Loss). Net loss for the nine months ended June 30, 2000 was
$7.0 million, or $0.03 per diluted share, compared to net income of $68.7
million, or $0.34 per diluted share, in the nine months ended June 30, 1999. Pro
forma net income in the nine months ended June 30, 2000, excluding the one-time
charges of in-process research and development, indirect acquisition related
costs and the amortization expenses related to the acquisitions of ITDS and
Solect, increased by 95.3% from the nine months ended June 30, 1999, reaching
$134.2 million, or $0.64 per diluted share.
Three Months Ended June 30, 2000 and 1999
Revenue. Revenue for the three months ended June 30, 2000 was $297.0
million, an increase of $132.1 million, or 80.1%, compared to the three months
ended June 30, 1999, primarily due to the continuance of the growth in the
demand for our CC&B Systems solutions and, to a lesser degree, from the
acquisitions of ITDS and Solect. License revenue increased from $19.6 million in
the three months ended June 30, 1999 to $32.7 million during the three months
ended June 30, 2000, an increase of 66.3%. Service revenue increased 82.0% to
$264.3 million in the three months ended June 30, 2000 from $145.2 million in
the three months ended June 30, 1999. Total CC&B Systems revenue for the three
months ended June 30, 2000 was $264.4 million, an increase of $138.6 million, or
110%, compared to the three months ended June 30, 1999. Revenue from Directory
Systems was $32.6 million for the three months ended June 30, 2000, a decrease
of $6.5 million, or 16.7%, from the three months ended June 30, 1999. The
decrease in revenue from Directory Systems reflects a decrease in the volume of
Directory Systems services required by our existing customers.
In the three months ended June 30, 2000, revenue from customers in North
America, Europe, and the rest of the world accounted for 45%, 42% and 13%,
respectively, compared to 32%, 44% and 24%, respectively, for the three months
ended June 30, 1999. The growth in North America was primarily attributable to
the revenue from already existing ITDS customers in North America and, to a
lesser degree, new Amdocs customers in North America.
Cost of License. Cost of license for the three months ended June 30, 2000
was $1.7 million, an increase of $0.3 million, or 25.5%, from cost of license
for the three months ended June 30, 1999. Cost of license includes amortization
of purchased computer software and intellectual property rights. The increase in
cost of license for the three months ended June 30, 2000 was attributable
primarily to the increase in the required amortization of purchased computer
software.
Cost of Service. Cost of service increased from $94.5 million for the three
months ended June 30, 1999 to $167.7 million for the three months ended June 30,
2000. The increase in cost of service is consistent with the increase in revenue
for the quarter, and reflects increased employment levels required to support
the continuing growth in revenue. As a percentage of revenue, cost of service
decreased from 57.3% for the three months ended June 30, 1999 to 56.5% for the
three months ended June 30, 2000.
16
<PAGE> 17
Research and Development. Research and development expense was primarily
comprised of compensation expense attributable to research and development
activities, either in conjunction with customer projects or as part of our
product development program. In the three months ended June 30, 2000, research
and development expense was $20.3 million, or 6.8% of revenue, compared with
$11.0 million, or 6.7% of revenue, in the three months ended June 30, 1999. The
increase in research and development expense represents ongoing expenditures
primarily for CC&B Systems and, to a lesser extent, for Directory Systems.
Selling, General and Administrative. Selling, general and administrative
expense, primarily comprised of compensation expense, increased from $20.3
million for the three months ended June 30, 1999 to $37.3 million for the three
months ended June 30, 2000. The increase in selling, general and administrative
expense is in line with the increase in our revenue for the three months ended
June 30, 2000. As a percentage of revenue, selling, general and administrative
expense of 12.5% for the three months ended June 30, 2000 was essentially
unchanged from 12.3% for the three months ended June 30, 1999..
Amortization of Goodwill and Purchased Intangible Assets. Amortization of
goodwill and purchased intangible assets in the three months ended June 30, 2000
relates to the Solect and ITDS acquisitions.
In-process Research and Development and Other Indirect Acquisition Related
Costs. In-process research and development and other indirect acquisition
related costs in the three months ended June 30, 2000 consisted primarily of a
one-time charge of $50.6 million of write-off of purchased in-process research
and development related to the acquisition of Solect.
Operating Income (Loss). Operating loss was $39.8 million for the three
months ended June 30, 2000, as compared to operating income of $37.8 million for
the three months ended June 30, 1999, a decrease of $77.6 million. The decrease
is primarily due to the one-time charge of in-process research and development
related to the acquisition of Solect. Pro forma operating income in the three
months ended June 30, 2000, excluding the ITDS and Solect acquisitions related
charges, was $70.0 million, or 23.6% of revenue, as compared with $37.8 million,
or 22.9% of revenue, in the three months ended June 30, 1999, an increase of
85.3% .
Other Income (Expense), Net. In the three months ended June 30, 2000, other
income (expense), net, was $3.4 million, an increase of $4.8 million from the
three months ended June 30, 1999. The increase in other income (expense), net,
is primarily attributable to the reduction in debt through the use of cash from
operations and interest from accumulating cash equivalents and short-term
interest-bearing investments.
Income Taxes. Income taxes in the three months ended June 30, 2000 were
$30.7 million on loss before taxes of $36.5 million. Income taxes were $10.9
million on income before taxes of $36.3 million in the three months ended June
30, 1999. In the three months ended June 30, 2000, the disproportionate tax
rate, resulted primarily from the in-process research and development related to
the acquisition of Solect, which is not tax deductible. The pro forma effective
tax rate for the three months ended June 30, 2000, excluding the ITDS and Solect
acquisitions related charges, is 30%. See discussion below - "Effective Tax
Rate".
Net Income (Loss). Net loss for the three months ended June 30, 2000 was
$67.2 million, or $0.31 per diluted share, compared to net income of $25.4
million, or $0.13 per diluted share, in the three months ended June 30, 1999.
Pro forma net income in the three months ended June 30, 2000, excluding the
one-time charges of in-process research and development, indirect acquisition
related costs and the amortization expenses related primarily to the Solect
acquisition, increased by 102% from the three months ended June 30, 1999,
reaching $51.4 million, or $0.23 per diluted share.
17
<PAGE> 18
Liquidity and Capital Resources
Cash and cash equivalents totaled $303.0 million as of June 30, 2000, compared
to $85.2 million as of September 30, 1999. This increase in cash and cash
equivalents is attributable primarily to cash flows from operations, and, to a
lesser degree, to cash balances of $31.9 million and $35.9 million we acquired
as part of the acquisition of ITDS and Solect, respectively, and exercising of
employee stock options. Net cash provided by operating activities amounted to
$186.6 million and $102.8 million for the nine months ended June 30, 2000 and
1999, respectively. A significant portion of our cash flow from operations
during the nine months ended June 30, 2000 was used to invest in cash
equivalents and short-term interest-bearing investments. We currently intend to
retain our future earnings to support the further expansion of our business.
As of June 30, 2000, we had short-term revolving lines of credit totaling $141.0
million from various banks or bank groups, none of which was outstanding. As of
that date, we also had utilized approximately $23.3 million of revolving credit
facilities to support outstanding bank guarantees.
As of June 30, 2000, we had positive working capital of $264.7 million as
compared to positive working capital of $35.9 million as of September 30, 1999,
$145.7 million as of December 31, 1999 and $201.0 million as of March 31, 2000.
The increase in working capital is primarily attributable to cash generated from
operating activities and to the cash obtained from our acquisitions of ITDS and
Solect. We believe that current cash balances, cash generated from operations
and our current lines of credit will provide sufficient resources to meet our
liquidity needs in the near future.
As of June 30, 2000, we had long-term obligations outstanding of $20.7 million
in connection with leasing arrangements. Currently, our capital expenditures,
consisting primarily of computer equipment and vehicles, are funded principally
by operating cash flows and capital leasing arrangements. We do not anticipate
any change to this policy in the foreseeable future.
Net Deferred Tax Assets
Based on our assessment, it is more likely than not that all the net deferred
tax assets as of June 30, 2000 will be realized through future taxable earnings.
No significant increase in future taxable earnings would be required to fully
realize the net deferred tax assets.
Year 2000 Issues
In prior years, we discussed the nature and progress of our plans to become Year
2000 ready. In late 1999, we completed our remediation and testing of systems.
As a result of our planning and implementation efforts, we experienced no
significant disruptions in mission-critical technology and non-information
technology systems and believe those systems successfully responded to the Year
2000 date change. We are not aware of any material problems resulting from Year
2000 issues, either with our products and internal systems or the products and
services of third parties. We will continue to monitor our mission-critical
computer and software applications and those of our suppliers and vendors
throughout the year 2000 to ensure than any latent Year 2000 matters that may
arise are addressed promptly.
Effective Tax Rate
Our overall effective tax rate has historically been approximately 30% due to
the various corporate income tax rates in the countries in which we operate and
the relative magnitude of our business in those countries. Our consolidated
effective tax rate (calculated as the income taxes out of the income before
income taxes excluding non recurring charges of write off of purchased
in-process research and development and other non recurring indirect acquisition
related costs) for the nine months ended June 30, 2000 was 49%, compared to 30%
in the nine months ended June 30, 1999. This higher effective tax rate was
attributable to amortization charges related to our acquisitions of ITDS and
Solect, much of which is not tax deductible. Excluding the impact of these
charges, the effective tax rate for the nine months ended June 30, 2000 was 30%.
18
<PAGE> 19
Currency Fluctuations
Approximately 87% of our revenue is in U.S. dollars or linked to the dollar and
therefore the dollar is our functional currency. Approximately 58% of our
operating expenses is paid in dollars or is linked to dollars. Other significant
currencies in which we receive revenue or pay expenses are Australian dollars,
British pounds, Canadian dollars, the euro and Israeli shekels. Historically,
the effect of fluctuations in currency exchange rates has had a minimal impact
on our operations. As we expand our operations outside of the United States, our
exposure to fluctuations in currency exchange rates could increase. In managing
our foreign exchange risk, we enter from time to time into various foreign
exchange contracts. As of June 30, 2000, we had hedged most of our significant
exposures in currencies other than the dollar.
19
<PAGE> 20
AMDOCS LIMITED
Part II. Other Information
Item 6. Exhibits and Reports on Form 6-K.
(a) Exhibits
Exhibit No. Description
----------- -----------
99.1 Amdocs Limited Press Release dated July 18,
2000.
(b) Reports on Form 6-K.
The Company filed the following reports on Form 6-K during the three
months ended June 30, 2000:
(1) Form 6-K dated April 11, 2000, relating to the acquisition of
Solect Technology Group, Inc. ("Solect"), a private company
based in Toronto, Canada.
(2) Form 6-K dated May 11, 2000, relating to the fiscal quarter
ended March 31, 2000.
(3) Form 6-K/A dated June 8, 2000, amending Form 6-K dated April
11, 2000, relating to the acquisition of Solect, including pro
forma, unaudited and audited financial information.
20
<PAGE> 21
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.
Amdocs Limited
/s/ Thomas G. O'Brien
----------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
Date: July 31, 2000
21
<PAGE> 22
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Amdocs Limited Press Release dated July 18, 2000.
22
