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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
AMENDMENT NO. 1 TO
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November, 1999
AMDOCS LIMITED
Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT 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
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This Amendment No. 1 to Form 6-K is being filed in order to include
certain unaudited pro forma condensed combined financial information as of
September 30, 1999 and for the twelve months ended September 30, 1999
reflecting the acquisition by Amdocs Limited ("Amdocs") of International
Telecommunication Data Systems, Inc. ("ITDS"), which closed on November 30,
1999.
Amdocs has completed a purchase price allocation required
by purchase accounting with respect to this acquisition. To acquire ITDS,
Amdocs issued approximately 6.5 million of its ordinary shares as well as
options to purchase approximately 1.1 million ordinary shares, which together
with transaction expenses, represented a transaction value as of the closing
date of approximately $189.0 million. The excess of the purchase price over the
fair value of net tangible assets acquired according to the unaudited pro forma
condensed combined financial statements will be amortized and impact earnings
as follows: $18.4 million of certain identifiable intangible assets will be
amortized over 5 years, $71.8 million of goodwill will be amortized over 15
years and $19.9 million of in-process research and development expense will be
written off as a one time charge in the first fiscal quarter ending
December 31, 1999. As a result of the nonrecurring charge of $19.9 million
of in-process research and development, net income for the three months ended
December 31, 1999 will be less than the $29.8 million in net income reported
for the quarter ended September 30, 1999.
Paragraph (b) of Item 7 of the Report on Form 6-K of Amdocs filed on
December 13, 1999 is amended and restated to read in its entirety as set forth
below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information as of
September 30, 1999 and for the twelve months ended September 30, 1999 are set
forth below.
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of September
3, 1999, among Amdocs, Ivan Acquisition Corp. and
ITDS (Incorporated by reference from the
Registration Statement on Form F-4 (File No.
333-89673) of Amdocs filed with the Securities and
Exchange Commission on October 26, 1999).
99.1* Amdocs Limited Press Release dated November 30, 1999.
- --------------------
* Previously filed.
2
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined balance sheet as of September 30,
1999 gives effect to the acquisition of ITDS (the "Acquisition") as if it had
occurred on that date. The unaudited pro forma condensed combined statements of
operations for the twelve months ended September 30, 1999, gives effect to the
Acquisition as if it had occurred on October 1, 1998.
The unaudited pro forma condensed combined financial statements are based upon,
and should be read in conjunction with, our historical audited financial
statements for the year ended September 30, 1999, and the historical audited
and unaudited financial statements of ITDS for the year and nine months ended
December 31, 1998 and September 30, 1999, respectively.
In connection with the Acquisition, we have converted approximately 17.4 million
common shares of ITDS and approximately 3.0 million options to purchase common
shares of ITDS into the right to receive approximately 6.5 million ordinary
shares and approximately 1.1 million options of Amdocs. The estimated total
purchase price for ITDS, based on an Amdocs share price of $28.25 according to
the merger agreement, including estimated transaction costs, equals
approximately $189 million. We will account for the Acquisition under the
purchase method of accounting. The estimated total purchase price will be
allocated to ITDS' assets and liabilities based on their respective estimated
fair values on the date the transaction was consumated, November 30, 1999. We
will allocate the excess of the purchase price over the fair value of the net
tangible assets acquired to identifiable intangible assets, including
intellectual property, workforce, customers list, and in process research and
development costs, and the remainder to goodwill. In addition, deferred taxes to
be recorded related to certain intangible assets will impact goodwill.
We believe that the fair value of the tangible net assets is not materially
different from their historical book value. The allocation of the excess
purchase price over net tangible assets and related amortization periods have
been determined based on a preliminary independent evaluation available at the
date of the preparation of the unaudited pro forma condensed combined financial
statements. A final determination of purchase accounting adjustments will be
made following the completion of the independent evaluation to determine the
fair value of certain of ITDS's assets and liabilities, including intangible
assets and its impact on deferred taxes.
The following unaudited pro forma condensed combined financial statements and
notes thereto contain forward-looking statements that involve risks and
uncertainties.
The pro forma financial results are not intended to be a projection of future
results and are not necessarily indicative of the results which would have
occurred if the business combination had been in effect on the dates presented.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
AMDOCS ITDS PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------------------------------------------------- -------------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 85,174 $ 44,155 $ $129,329
Accounts receivable 159,312 41,655 - 200,967
Deferred income taxes 29,899 1,082 - 30,981
Prepaid and other assets 16,390 6,502 - 22,892
---------------------------------------------------- ------------------
290,775 93,394 384,169
Fixed assets, net 83,997 8,502 - 92,499
Goodwill - 45,664 (45,664) (1)
71,772 (2) 71,772
Deferred income taxes 5,605 2,945 2,523 (2) 11,073
Intellectual property 20,742 24,865 (24,865) (1)
12,342 (2) 33,084
Other intangible property - - 5,407 (2)
647 (2) 6,054
Other assets 28,892 534 - 29,426
==================================================== ==================
Total assets $430,011 $175,904 $ 22,162 $628,077
==================================================== ==================
Accounts payable and accruals $104,894 $22,509 $ 3,200 (3) $130,603
Short-term financing arrangements 2,381 - - 2,381
Short-term portion of lease obligations 5,722 12 - 5,734
Deferred revenue 104,688 6,671 - 111,359
Taxes payable and deferred taxes 33,412 - - 33,412
Other current liabilities 3,792 - 3,792
---------------------------------------------------- ------------------
254,889 29,192 3,200 287,281
Long-term portion of lease obligations 17,148 17 - 17,165
Other noncurrent liabilities 34,237 - - 34,237
---------------------------------------------------- ------------------
306,274 29,209 3,200 338,683
Shareholders' equity 123,737 146,695 (146,695) (4)
185,533 (5)
(19,876) (2) 289,394
==================================================== ==================
Total liabilities and stockholders' equity $430,011 $175,904 $ 22,162 $628,077
==================================================== ==================
</TABLE>
See notes to Unaudited Pro Forma Condensed Combined Financial Statements.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE TWELVE
MONTHS ENDED SEPTEMBER 30, 1999
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
AMDOCS ITDS PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Revenue $626,855 $139,151 $766,006
Cost of sales 363,324 62,594 (3,681) (7)
1,081 (8) 423,318
Research and development costs 40,874 17,015 57,889
Selling, general and administrative costs 75,659 33,470 1,485 (6)
129 (8) -
(1,163) (10) 109,580
---------------------------------------------------- -------------------
479,857 113,079 (2,149) 590,787
---------------------------------------------------- -------------------
Operating income 146,998 26,072 2,149 175,219
Other income (expenses), net (6,223) 1,679 (4,544)
---------------------------------------------------- -------------------
Income before income taxes 140,775 27,751 2,149 170,675
Income taxes 42,232 10,950 505 (9) 53,687
---------------------------------------------------- -------------------
Net income $ 98,543 $16,801 $1,644 $116,988
==================================================== ===================
Basic earnings per share $0.50 $0.57
================= ===================
Diluted earnings per share $0.49 $0.57
================= ===================
Shares used in computing basic earnings per
ordinary share 197,436 203,887
================= ===================
Shares used in computing diluted earnings per
ordinary share 200,262 206,713
================= ===================
</TABLE>
See notes to Unaudited Pro Forma Condensed Combined Financial Statements. for
discussion of adjustments.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(1) Reflects the elimination of the carrying value of ITDS' goodwill and
intellectual property.
(2) Reflects the allocation of purchase price as follows:
<TABLE>
<S> <C>
6,450,714 ordinary shares valued at $28.25 per share $182,233
Fair value of stock options to be granted to ITDS employees in exchange
for ITDS vested stock options 3,300
Estimated transaction costs 3,200
--------------------
Total purchase price $188,733
--------------------
Allocation of purchase price:
Tangible assets acquired $105,375
Liabilities assumed (29,209)
-------------------
Net tangible assets 76,166
-------------------
In process research and development* 19,876
Intellectual property 12,342
Workforce 5,407
Customers list 647
Deferred taxes resulting from differences between the assigned value of
certain assets and their tax basis 2,523
-------------------
Net identifiable intangible assets 40,795
-------------------
Goodwill 71,772
===================
$188,733
===================
</TABLE>
* The amount allocated to in-process research and development of
$19,876 will be charged to expense immediately upon the completion of the
transaction.
(3) Reflects estimated transaction costs
(4) Reflects the elimination of ITDS's historical shareholders' equity.
(5) Reflects the issuance of Amdocs Ordinary Shares and the recording of
the fair value of stock options to be granted to ITDS's employees in
exchange for ITDS'vested stock options.
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<TABLE>
<S> <C>
(6) Reflects the elimination of ITDS's historical goodwill amortization and
the amortization of adjusted goodwill resulting from the Acquisition:
Amortization expense relating to adjusted goodwill of $71,772 over
15 years $4,785
Less historical amortization expense (3,300)
=======================
Additional goodwill amortization, net $1,485
=======================
(7) Reflects the elimination of ITDS's historical amortization of
intellectual property and the amortization of the adjusted intellectual
property resulting from the valuation at the time of the Acquisition:
Amortization expense relating to intellectual property of
$12,342 over 5 years $2,468
Less historical amortization expense (6,149)
=======================
Reduction of amortization expense related to intellectual property, net $(3,681)
=======================
</TABLE>
(8) Reflects the amortization of the workforce and customers list, as follows:
<TABLE>
<S> <C>
Amortization expense relating to workforce of $5,407 over 5 years $1,081
Amortization expense relating to customers list of $647over 5 years $129
</TABLE>
(9) Tax effect resulting from the differences between the values assigned to
intellectual property, workforce and customer list and the respective
tax basis of such assets.
(10) Reflects elimination of ITDS transaction costs incurred prior to
September 30, 1999. Subsequent to September 30, 1999 ITDS incurred
approximately $5,825 of additional transaction costs which were
recognized as expenses by ITDS when incurred. Such expenses will result
in an increase to goodwill.
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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.
AMDOCS LIMITED
/s/ Thomas G. O'Brien
---------------------------------
Date: January 3, 2000 Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of September
3, 1999, among Amdocs, Ivan Acquisition Corp. and
ITDS (Incorporated by reference from the
Registration Statement on Form F-4 (File No.
333-89673) of Amdocs filed with the Securities and
Exchange Commission on October 26, 1999).
99.1* Amdocs Limited Press Release, dated November 30,
1999.
- -----------------
* Previously filed.
9
