UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER 1-14840
AMDOCS LIMITED
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(Exact name of registrant as specified in its charter and translation of
Registrant's name into English)
ISLAND OF GUERNSEY
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(Jurisdiction of incorporation or organization)
SUITE 5, TOWER HILL HOUSE LE BORDAGE
ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
AMDOCS, INC.
1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
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(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the
Act.
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Ordinary Shares, par value L0.01 New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act.
NONE
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(Title of class)
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.
NONE
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(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the Annual
Report.
Voting Ordinary Shares, par value L0.01 211,848,851(1)
Non-Voting Ordinary Shares, par value L0.01 10,778,798
(Title of class) (Number of shares)
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(1) Includes 2,366,647 shares held by shareholders of a company we acquired,
which can be exchanged for our voting ordinary shares. Does not include (a)
30,198,285 ordinary shares remaining under our stock option plan, (b)
1,061,134 ordinary shares reserved for issuance upon exercise of vested
options granted by companies we have acquired, and (c) an aggregate
5,429,350 ordinary shares reserved for issuance upon conversion of 2%
Convertible Notes due June 1, 2008. As of September 30, 2001, options to
purchase an aggregate of 13,090,108 ordinary shares were outstanding and
17,108,177 ordinary shares remained available for future option grants under
our stock option plan.
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant has
selected to follow.
Item 17 [ ] Item 18 [X]
AMDOCS LIMITED
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FORM 20-F
ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
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INDEX
PART I
Item 1. Identity of Directors, Senior Management and Advisors -- Not
applicable.................................................. 2
Item 2. Offer Statistics and Expected Timetable -- Not applicable... 2
Item 3. Key Information............................................. 2
Item 4. Information on the Company.................................. 11
Item 5. Operating and Financial Review and Prospects................ 22
Item 6. Directors, Senior Management and Employees.................. 33
Item 7. Major Shareholders and Related Party Transactions........... 40
Item 8. Financial Information....................................... 41
Item 9. The Offer and Listing....................................... 42
Item 10. Additional Information...................................... 42
Item 11. Quantitative and Qualitative Disclosure about Market Risk... 49
Item 12. Description of Securities Other than Equity
Securities -- Not applicable................................ 50
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies -- Not
applicable.................................................. 51
Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds -- Not applicable........................... 51
PART III
Item 17. Financial Statements -- Not applicable...................... 51
Item 18. Financial Statements........................................ 51
Item 19. Exhibits.................................................... 52
1
PART I
Unless the context otherwise requires, all references in this annual report
to "Amdocs", "we", "our", "us" and the "Company" refer to Amdocs Limited and its
consolidated subsidiaries and their respective predecessors. References to
"dollars" or $ are to U.S. dollars. Unless otherwise stated, all references to
ordinary shares are to both voting and non-voting ordinary shares.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
SELECTED FINANCIAL DATA
Our historical Consolidated Financial Statements are prepared in accordance
with accounting principals generally accepted in the United States ("GAAP") and
presented in U.S. dollars. The selected historical consolidated financial
information set forth below has been derived from the historical Consolidated
Financial Statements of Amdocs for the years presented. Historical information
as of and for the five years ended September 30, 2001 is derived from our
Consolidated Financial Statements, which have been audited by Ernst & Young LLP,
our independent auditors.
The information presented below is qualified by the more detailed
historical Consolidated Financial Statements (and should be read in conjunction
with those Statements) and the discussion under "Operating and Financial Review
and Prospects" included elsewhere in this report.
YEAR ENDED SEPTEMBER 30,
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2001 2000 1999 1998 1997
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF INCOME DATA:
Revenue.......................... $1,533,910 $1,118,320 $626,855 $403,767 $290,102
Operating income................. 159,281 74,124 146,998 84,895 26,969
Net income(1).................... 66,386 5,978 98,543 30,107 5,876
Basic earnings per share......... 0.30 0.03 0.50 0.19 0.05
Diluted earnings per share....... 0.29 0.03 0.49 0.19 0.05
Dividends declared per share..... -- -- -- 3.76 0.18
AS OF SEPTEMBER 30,
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2001 2000 1999 1998 1997
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(IN THOUSANDS)
BALANCE SHEET DATA:
Total assets..................... $2,624,436 $1,935,085 $430,011 $239,966 $220,582
Long-term obligations
2% Convertible Notes due June
1, 2008(2).................. 500,000 -- -- -- --
Long-term portion of capital
lease obligations........... 24,779 23,417 17,148 9,215 7,370
Shareholders' equity
(deficit)(3)(4)................ 1,512,091 1,430,772 123,737 (21,889) 94,253
2
ORDINARY SHARES ADDITIONAL
------------------------- PAID-IN
SHARES AMOUNT CAPITAL
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(IN THOUSANDS)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY DATA:
Balance as of September 30, 1997........................ 124,708 $1,996 $ 105,779
Issuance of ordinary shares(3)........................ 72,092 1,153 331,485
Stock options granted, net of forfeitures............. -- -- 10,239
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Balance as of September 30, 1998........................ 196,800 3,149 447,503
Issuance of ordinary shares(3)........................ 2,000 32 41,352
Stock options granted, net of forfeitures............. -- -- 244
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Balance as of September 30, 1999........................ 198,800 3,181 489,099
Issuance of ordinary shares related to acquisitions,
net(4)............................................. 20,307 325 1,263,330
Employee stock options exercised...................... 2,058 33 21,327
Tax benefit of stock options exercised................ -- -- 10,825
Stock options granted................................. -- -- 235
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Balance as of September 30, 2000........................ 221,165 3,539 1,784,816
Employee stock options exercised...................... 1,463 21 13,946
Tax benefit of stock options exercised................ -- -- 7,345
Stock options granted................................. -- -- 183
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Balance as of September 30, 2001........................ 222,628 $3,560 $1,806,290
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(1) In fiscal 2000, we recorded nonrecurring acquisition-related charges
aggregating to $75,617, relating to our acquisitions of International
Telecommunication Data Systems, Inc. ("ITDS") in November 1999 and Solect
Technology Group Inc. ("Solect") in April 2000, in stock-for-stock
transactions. The charges related to the ITDS transaction aggregated to
$19,876 and were incurred by us in the first quarter of fiscal 2000. The
charges related to the Solect transaction aggregated to $55,741 and were
incurred by us in the third quarter of fiscal 2000. These charges included
write-offs of purchased in-process research and development and other
indirect acquisition-related costs. In the fourth quarter of fiscal 1997, we
recorded nonrecurring charges of $27,563. Of such amount, $25,763 was
attributable to the funding of a contribution to a trust and the balance,
$1,800, was due to the write-off of in-process technology related to certain
software rights acquired from several operating subsidiaries of SBC
Communications Inc.
(2) In May 2001, we issued to qualified institutional buyers $500,000 aggregate
principal amount of 2% Convertible Notes due June 1, 2008 (the "Notes"). On
September 25, 2001, following a shelf registration on Form F-3, the Notes
began trading in the public market.
(3) In the second quarter of fiscal 1998, we issued 54,092 ordinary shares
pursuant to agreements with certain shareholders. We completed our initial
public offering of 18,000 ordinary shares in June 1998 and a public offering
of an additional 2,000 ordinary shares in June 1999. The net proceeds to us
from the offerings were $234,190 and $41,384, respectively.
(4) An aggregate of 7,564 ordinary shares, including shares issuable upon
exercise of vested ITDS employee options, were issued in connection with the
ITDS acquisition, and an aggregate of 15,500 ordinary shares, including
shares issuable upon exercise of vested Solect employee options, were issued
in connection with the Solect acquisition.
3
RISK FACTORS
WE ARE EXPOSED TO GENERAL GLOBAL ECONOMIC AND MARKET CONDITIONS, PARTICULARLY
THOSE IMPACTING THE COMMUNICATIONS INDUSTRY
Developments in the communications industry, such as the impact of general
global economic conditions, continued industry consolidation, the formation of
alliances among network operators and service providers, and changes in the
regulatory environment could materially affect our existing or potential
customers. Recently, these conditions have reduced the high growth that the
communications industry had experienced over the past several years, and have
caused the market value, financial results and prospects, and capital spending
levels of many communications companies to decline or degrade. The impact of
these conditions on the communications industry could reduce the demand for our
products and services, and the revenue growth rates that we have achieved in
recent years. As a result, we may be unable to effectively market and sell our
information systems to potential customers in the communications industry.
A portion of our revenue is derived from products and services provided to
directory publishers. We believe that the demand for those products and services
will remain relatively stable as a result of the increased competition between
directory publishers and other media channels. Our new products for these
markets may not be successful and we believe our current levels of revenue from
the sales of products and services to directory publishers are not likely to
grow significantly.
The September 11, 2001 terrorist attacks on the United States and the
subsequent military response by the United States in Afghanistan have had, and
we expect will continue for some time to have, a negative effect on the global
economy. These events and any similar acts of violence or war may negatively
affect the communications industry, our revenue and our profitability and could
also result in a disruption of our business or the businesses of our customers.
IF WE CANNOT COMPETE SUCCESSFULLY WITH EXISTING OR NEW COMPETITORS OUR
BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED
We may be unable to compete successfully with existing or new competitors
and our failure to adapt to changing market conditions and to compete
successfully with established or new competitors could have a material adverse
effect on our results of operations and financial condition.
The market for communications information systems is highly competitive and
fragmented, and we expect competition to increase. We compete with independent
providers of information systems and services and with in-house software
departments of communications companies. Our competitors include firms that
provide comprehensive information systems, software vendors that sell products
for particular aspects of a total information system, software vendors that
specialize in systems for particular communications services such as Internet
and wireless services, systems integrators, service bureaus and companies that
offer software systems in combination with the sale of network equipment. We
anticipate continued growth and competition in the communications industry and,
consequently, the emergence of new software providers in the industry that will
compete with us.
We also believe that our ability to compete depends in part on a number of
factors, including:
- the development by others of software that is competitive with our
products and services,
- the price at which others offer competitive software and services,
- the responsiveness of our competitors to customer needs, and
- the ability of our competitors to hire, retain and motivate key
personnel.
We compete with a number of companies that have long operating histories,
large customer bases, substantial financial, technical, sales, marketing and
other resources, and strong name recognition. Current and potential competitors
have established, and may establish in the future, cooperative relationships
among themselves or with third parties to increase their ability to address the
needs of our prospective
4
customers. In addition, our competitors have acquired, and may continue to
acquire in the future, companies that may enhance their market offerings.
Accordingly, new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. As a result, our competitors may be
able to adapt more quickly than us to new or emerging technologies and changes
in customer requirements, and may be able to devote greater resources to the
promotion and sale of their products. We cannot assure you that we will be able
to compete successfully with existing or new competitors. Failure by us to adapt
to changing market conditions and to compete successfully with established or
new competitors may have a material adverse effect on our results of operations
and financial condition.
WE MUST CONTINUALLY ENHANCE OUR PRODUCTS TO REMAIN COMPETITIVE
We believe that our future success will depend, to a significant extent,
upon our ability to enhance our existing products and to introduce new products
and features to meet the requirements of our customers in a rapidly developing
and evolving market. We are currently devoting significant resources to refining
and expanding our base software modules and to developing Business Support
Systems ("BSS") products that operate in state-of-the-art computing
environments. Our present or future products may not satisfy the evolving needs
of the communications market. If we are unable to anticipate or respond
adequately to such demands, due to resource, technological or other constraints,
our business and results of operations could be materially adversely affected.
We may acquire companies where we believe we can acquire new products or
services or otherwise enhance our market position or strategic strengths. We
cannot assure you that suitable acquisition candidates can be found, that
acquisitions can be consummated on favorable terms, that we will be able to
successfully and efficiently integrate acquired businesses into our own or that
our acquisitions will enhance or continue to enhance our products or strengthen
our competitive position.
WE DEPEND ON SBC COMMUNICATIONS INC. FOR A SIGNIFICANT PORTION OF OUR REVENUE
One of our largest groups of customers is SBC Communications Inc. ("SBC")
and its operating subsidiaries. A significant decrease in the sale of products
and services to SBC or its subsidiaries may materially adversely affect our
results of operations and financial condition. SBC International Inc. ("SBCI"),
a wholly-owned subsidiary of SBC, is also one of our largest shareholders. As of
November 30, 2001, it held approximately 14.4% of our outstanding voting
ordinary shares and all of our outstanding non-voting ordinary shares.
Substantially all of our work for SBC is conducted directly with SBC's
operating subsidiaries and affiliates, such as Cingular Wireless, Southwestern
Bell Yellow Pages, Southwestern Bell Communications Services and Southwestern
Bell Telephone Company. These SBC relationships accounted for, in the aggregate,
13.3%, 12.6% and 15.9% of our total revenue in fiscal 2001, 2000 and 1999,
respectively. The revenue attributable to SBC and such subsidiaries and
affiliates amounted to $203.9 million, $141.0 million and $99.5 million in
fiscal 2001, 2000 and 1999, respectively.
OUR BUSINESS IS HIGHLY DEPENDENT ON A LIMITED NUMBER OF SIGNIFICANT CUSTOMERS
Our business is highly dependent on a limited number of significant
customers, including SBC. The loss of any significant customer or a significant
decrease in business from any of those customers could have a material adverse
effect on our results of operations and financial condition. Aggregate revenue
derived from the multiple business arrangements we have with each of our five
largest customer groups and their affiliates, excluding SBC and its operating
subsidiaries and affiliates, accounted for approximately 41.3% of revenue in
fiscal 2001.
Although we have received a substantial portion of our revenue from
recurring business with established customers, most of our major customers do
not have any obligation to purchase additional products or services and
generally have already acquired fully paid licenses to their installed systems.
Therefore, our customers may not continue to purchase new systems, system
enhancements and services in amounts similar to previous years.
5
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP LONG-TERM RELATIONSHIPS
WITH OUR CUSTOMERS
We believe that our future success depends to a significant extent on our
ability to develop long-term relationships with successful network operators and
service providers with the financial and other resources required to invest in
significant ongoing BSS products. We may be unable to develop new customer
relationships and our new customers may be unsuccessful. Either of these factors
could have a material adverse effect on our business, results of operations and
financial condition.
THE SKILLED EMPLOYEES THAT WE NEED MAY BE DIFFICULT TO HIRE AND RETAIN
Our success depends in large part on our ability to attract, train,
motivate and retain highly skilled information technology professionals,
software programmers and communications engineers. These types of qualified
personnel are in great demand and are likely to remain a limited resource. As of
November 30, 2001, we employed on a full time basis approximately 9,100 software
and information technology specialists, of which over 4,200 are located in
Israel and 3,100 are located in North America. We intensively recruit technical
personnel for our principal development centers in Israel, the United States,
Cyprus, Ireland and Canada. Our ability to expand our business is highly
dependent upon our success in recruiting such personnel and our ability to
manage and coordinate our worldwide development efforts. We may be unable to
continue to attract and retain the skilled employees we require and any
inability to do so could adversely impact our ability to manage and complete our
existing projects and to compete for new customer contracts. In addition, the
resources required to attract and retain such personnel may adversely affect our
operating margins. The failure to attract and retain qualified personnel may
have a material adverse effect on our business, results of operations and
financial condition. Our success also depends, to a certain extent, upon the
continued active participation of a relatively small group of senior management
personnel who have been with us for many years. The loss of the services of all
or some of these employees could have a material adverse effect on our business.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE
We have experienced fluctuations in our quarterly operating results and
anticipate that such movement may continue and could intensify. Fluctuations may
result from many factors, including:
- the size and timing of significant customer projects and license fees,
- cancellations of significant projects by customers,
- changes in operating expenses,
- increased competition,
- changes in our strategy,
- personnel changes,
- foreign currency exchange rates, and
- general economic and political factors.
Generally, our license fee revenue and our service fee revenue relating to
customization and modification are recognized as work is performed, using
percentage of completion accounting. Given our reliance on a limited number of
significant customers, our quarterly results may be significantly affected by
the size and timing of customer projects and our progress in completing such
projects.
We believe that the placement of customer orders may be concentrated in
specific quarterly periods due to the time requirements and budgetary
constraints of our customers. Although we recognize revenue as projects
progress, progress may vary significantly from project to project, and we
believe that variations in quarterly revenue are sometimes attributable to the
timing of initial order placements. Due to the relatively fixed nature of
certain of our costs, a decline of revenue in any quarter would result in lower
profitability for that quarter.
6
OUR BUSINESS IS IMPACTED BY THE LENGTH OF OUR SALES CYCLE
Our business is directly affected by the length of our sales cycle.
Information systems for communications companies are relatively complex and
their purchase generally involves a significant commitment of capital, with
attendant delays frequently associated with large capital expenditures and
implementation procedures within an organization. The purchase of such products
typically also requires coordination and agreement across a potential customer's
entire organization. Delays associated with such timing factors may reduce our
revenue in a particular period without a corresponding reduction in our costs,
which could have a material adverse effect on our results of operations and
financial condition. Moreover, as a result of the current slowdown in the growth
of the global communications market, our typical sales cycle associated with the
purchase of our information systems has lengthened, which means that the average
time between our initial contact with a prospective customer and the signing of
a sales contract has increased. For the reasons discussed above, we believe that
such lengthening of our sales cycle could reduce growth in our revenue.
OUR INTERNATIONAL PRESENCE CREATES SPECIAL RISKS
We are subject to certain risks inherent in doing business in international
markets, including:
- lack of acceptance of non-localized products,
- legal and cultural differences in the conduct of business,
- difficulties in staffing and managing foreign operations,
- longer payment cycles,
- difficulties in collecting accounts receivable and withholding taxes
that limit the repatriation of earnings,
- trade barriers,
- immigration regulations that limit our ability to deploy our employees,
- political instability, and
- variations in effective income tax rates among countries where we
conduct business.
One or more of these factors could have a material adverse effect on our
international operations.
We maintain development facilities in Israel, the United States, Cyprus,
Ireland and Canada, operate a support center in Brazil and have operations in
North America, Europe, Latin America and the Asia-Pacific region. Although a
majority of our revenue is derived from customers in North America and Europe,
we obtain significant revenue from customers in the Asia-Pacific region and
Latin America. Our strategy is to continue to broaden our European and North
American customer base and to expand into new international markets.
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES COULD ADVERSELY AFFECT OUR
BUSINESS
A significant portion of our operating costs are incurred outside the
United States, and therefore fluctuations in exchange rates between the
currencies in which such costs are incurred and the dollar may have a material
adverse effect on our results of operations and financial condition. The cost of
our operations in Israel, as expressed in dollars, could be adversely affected
by the extent to which any increase in the rate of inflation in Israel is not
offset (or is offset with a time delay) by a devaluation of the Israeli currency
in relation to the dollar. As a result of this differential, from time to time
we experience increases in the costs of our operations in Israel, as expressed
in dollars, which could in the future have a material adverse effect on our
results of operations and financial condition.
A portion of our revenue is not incurred in dollars or linked to the
dollar, and therefore fluctuations in exchange rates between the currencies in
which such revenue is incurred and the dollar may have a material effect on our
results of operations and financial condition.
7
Generally, the effects of fluctuations in foreign currency exchange rates
are mitigated by the fact that the majority of our revenue and operating costs
is in dollars or linked to the dollar and we generally hedge our currency
exposure on both a short-term and long-term basis with respect to expected
revenue and operating costs.
The imposition of exchange or price controls or other restrictions on the
conversion of foreign currencies could also have a material adverse effect on
our business, results of operations and financial condition.
WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY
Any misappropriation of our technology or the development of competitive
technology could seriously harm our business. We regard a substantial portion of
our software products and systems as proprietary and rely on a combination of
statutory and common law copyright, trademark and trade secret laws, customer
licensing agreements, employee and third party non-disclosure agreements and
other methods to protect our proprietary rights. We do not include in our
software any mechanisms to prevent or inhibit unauthorized use, but we generally
enter into confidentiality agreements with our employees, consultants, customers
and potential customers and limit access to and distribution of proprietary
information.
The steps we have taken to protect our proprietary rights may be
inadequate. If so, we might not be able to prevent others from using what we
regard as our technology to compete with us. Existing trade secret, copyright
and trademark laws offer only limited protection. In addition, the laws of some
foreign countries do not protect our proprietary technology to the same extent
as the laws of the United States. Other companies could independently develop
similar or superior technology without violating our proprietary rights.
If we have to resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome and expensive and could
involve a high degree of risk.
CLAIMS BY OTHERS THAT WE INFRINGE THEIR PROPRIETARY TECHNOLOGY COULD HARM OUR
BUSINESS
Although we have not received any notices from third parties alleging
infringement claims, third parties could claim that our current or future
products or technology infringe their proprietary rights. We expect that
software developers will increasingly be subject to infringement claims as the
number of products and competitors providing software and services to the
communications industry increase and overlaps occur. Any claim of infringement
by a third party could cause us to incur substantial costs defending against the
claim, even if the claim is invalid, and could distract our management from our
business. Furthermore, a party making such a claim could secure a judgment that
requires us to pay substantial damages. A judgment could also include an
injunction or other court order that could prevent us from selling our products.
Any of these events could seriously harm our business.
If anyone asserts a claim against us relating to proprietary technology or
information, we might seek to license their intellectual property or to develop
non-infringing technology. We might not be able to obtain a license on
commercially reasonable terms or on any terms. Alternatively, our efforts to
develop non-infringing technology could be unsuccessful. Our failure to obtain
the necessary licenses or other rights or to develop non-infringing technology
could prevent us from selling our products and could therefore seriously harm
our business.
THE TERMINATION OR REDUCTION OF CERTAIN GOVERNMENT PROGRAMS AND TAX BENEFITS
COULD ADVERSELY AFFECT OUR OVERALL EFFECTIVE TAX RATE
We benefit from certain government programs and tax benefits, including
programs and benefits in Israel, Cyprus and Ireland. To be eligible for these
programs and tax benefits, we must meet certain conditions. If we fail to meet
these conditions we could be required to refund tax benefits already received.
Additionally, some of these programs and the related tax benefits are available
to us for a limited number of years, and these benefits expire from time to
time.
8
Any of the following could have a material effect on our overall effective
tax rate:
- some programs may be discontinued,
- we may be unable to meet the requirements for continuing to qualify for
some programs,
- these programs and tax benefits may be unavailable at their current
levels, or
- upon expiration of a particular benefit, we may not be eligible to
participate in a new program or qualify for a new tax benefit that would
offset the loss of the expiring tax benefit or we may be required to
refund previously accredited tax benefits if we are found to be in
violation of the stipulated conditions.
PRODUCT DEFECTS OR SOFTWARE ERRORS COULD ADVERSELY AFFECT OUR BUSINESS
Design defects or software errors may cause delays in product introductions
or damage customer satisfaction and may have a material adverse effect on our
business, results of operations and financial condition. Our software products
are highly complex and may, from time to time, contain design defects or
software errors that may be difficult to detect and correct.
Since our products are generally used by our customers to perform critical
business functions, design defects, software errors, misuse of our products,
incorrect data from external sources or other potential problems within or out
of our control may arise from the use of our products, and may result in
financial or other damages to our customers. Completion of the development and
implementation phases of a project generally requires between six and twelve
months of work. During this period, a customer's budgeting constraints and
internal reviews, over which we have little or no control, can impact operating
results. Our failure or inability to meet a customer's expectations in providing
products or performing services may result in the termination of our
relationship with that customer or could give rise to claims against us.
Although we have license agreements with our customers that contain provisions
designed to limit our exposure to potential claims and liabilities arising from
customer problems, these provisions may not effectively protect us against such
claims in all cases. Claims and liabilities arising from customer problems could
also damage our reputation, adversely affecting our business, results of
operations and financial condition.
OUR DEVELOPMENT FACILITIES IN ISRAEL AND CYPRUS MAY BE ADVERSELY AFFECTED BY
POLITICAL AND ECONOMIC CONDITIONS IN THOSE COUNTRIES
Out of the five development centers we maintain worldwide, our largest
development center is located in Israel in six different sites throughout the
country. Approximately half of our employees are located in Israel. As a result,
we are directly influenced by the political, economic and military conditions
affecting Israel and any major hostilities involving Israel could have a
material adverse effect on our business. We have developed contingency plans to
provide ongoing services to our customers in the event political or military
conditions disrupt our normal operations. These plans include the transfer of
some development operations within Israel to various of our other sites both
within and outside of Israel.
While Israel has entered into peace agreements with both Egypt and Jordan,
Israel has not entered into any peace arrangement with Syria or Lebanon. Over
the past year there has been a significant deterioration in Israel's
relationship with the Palestinian Authority and a related increase in violence.
Efforts to resolve the problem have failed to result in an agreeable solution.
Continued hostilities between the Palestinian community and Israel and any
failure to settle the conflict may have a material adverse effect on our
business and us. Further deterioration of hostilities into a full-scale conflict
might require more widespread military reserve service by some of our employees,
which may have a material adverse effect on our business.
Our development facility in Cyprus may be adversely affected by political
conditions in that country. As a result of intercommunal strife between the
Greek and Turkish communities, Turkish troops invaded Cyprus in 1974 and
continue to occupy approximately 40% of the island. Efforts to finally resolve
the problem have not yet resulted in an agreeable solution, although the parties
did recently agree to enter into
9
negotiations to be facilitated by the United Nations and the United States. Any
major hostilities between Cyprus and Turkey or any failure of the parties to
reach a peaceful resolution may have a material adverse effect on our
development facility in Cyprus.
THE MARKET PRICE OF OUR ORDINARY SHARES HAS AND MAY CONTINUE TO FLUCTUATE
WIDELY
The market price of our ordinary shares has fluctuated widely and may
continue to do so. For example, since the beginning of fiscal 2001 through
December 21, 2001 the sales price of our ordinary shares ranged from a low of
$24.00 per share to a high of $80.50 per share. Many factors could cause the
market price of our ordinary shares to rise and fall. Some of these factors are:
- variations in our quarterly operating results,
- announcements of technological innovations by us or our competitors,
- introduction of new products or new pricing policies by us or our
competitors,
- trends in the communications industry,
- acquisitions or strategic alliances by us or others in our industry,
- changes in estimates of our performance or recommendations by financial
analysts, and
- market conditions in the industry and the economy as a whole.
In addition, the stock market often experiences significant price and
volume fluctuations. These fluctuations particularly affect the market prices of
the securities of many high technology companies. These broad market
fluctuations could adversely affect the market price of our ordinary shares.
When the market price of a stock has been volatile, holders of that stock have
often instituted securities class action litigation against the company that
issued the stock. If any of our shareholders brought a securities class action
lawsuit against us, we could incur substantial costs defending the lawsuit. The
lawsuit could also divert the time and attention of our management. Any of these
events could seriously harm our business.
FUTURE SALES BY EXISTING SHAREHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
ORDINARY SHARES
Sales of substantial amounts of ordinary shares in the public market, or
the perception that such sales could occur, could adversely affect prevailing
market prices for the ordinary shares. As of November 30, 2001, we had
222,742,898 ordinary shares issued and outstanding, a substantial portion of
which are either freely tradeable on the New York Stock Exchange (the "NYSE") or
currently eligible for sale pursuant to Rule 144, under the Securities Act of
1933, as amended (the "Securities Act")(subject to compliance with the volume
and manner of sale limitations of Rule 144), or pursuant to another exemption
from the registration requirements of the Securities Act.
Our principal shareholders have the right, in certain circumstances, to
require us to register their shares under the Securities Act for resale to the
public. In addition, we have registered under the Securities Act a total of
35,062,121 ordinary shares, reserved for issuance upon the exercise of options
that have been or may be granted under our stock option plans and stock option
plans assumed by us in connection with our acquisitions of International
Telecommunication Data Systems, Inc. ("ITDS") and Solect Technology Group Inc.
("Solect"). The right to exercise options outstanding under these plans is
subject to certain vesting requirements.
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ITEM 4. INFORMATION ON THE COMPANY
HISTORY, DEVELOPMENT AND ORGANIZATIONAL STRUCTURE OF AMDOCS
Amdocs Limited was organized under the laws of the Island of Guernsey in
1988 and, since 1995, we have been a holding company for the various
subsidiaries that conduct our business on a worldwide basis. Our global business
is providing information system solutions to major communications companies in
North America, Europe and the rest of the world. Our registered office is
located in Suite 5, Tower Hill House Le Bordage, St. Peter Port, Island of
Guernsey, GY1 3QT Channel Islands, and the telephone number at that location is
011-44-1481-728444.
In the United States, our main sales and development center is located in
St. Louis, Missouri. The executive offices of our principal subsidiary in the
United States are located at 1390 Timberlake Manor Parkway, Chesterfield,
Missouri 63017, and the telephone number at that location is (314) 212-8328.
Our subsidiaries are organized under and subject to the laws of several
countries. Our principal operating wholly-owned subsidiaries are Amdocs, Inc.
(United States), Amdocs (UK) Limited, Amdocs Development Limited (Cyprus),
Amdocs Management Limited (United Kingdom), Amdocs (Israel) Limited, Amdocs
Software Systems Ltd (Ireland), Amdocs Champaign, Inc. (previously ITDS
Intellicom Services, Inc.)(United States), Amdocs Stamford, Inc. (previously
ITDS)(United States) and Amdocs Canada, Inc. (previously Solect).
Our acquisition of ITDS in November 1999 enabled us to expand our service
offering and enhanced our ability to provide outsourcing solutions to our
customers. (We have since renamed ITDS, Amdocs Stamford, Inc.) Our acquisition
of Solect in April 2000 enhanced our ability to serve the growing Internet
Protocol ("IP") needs of our customers, while also expanding our target market
to cover IP operators, such as Internet Service Providers ("ISPs"), Application
Service Providers ("ASPs") and broadband providers. (We have since renamed
Solect, Amdocs Canada, Inc.)
On November 28, 2001, we completed our acquisition from Nortel Networks
Corporation of substantially all of the assets of its Clarify business
("Clarify"), a leading provider of Customer Relationship Management ("CRM")
software to communications companies and other enterprise sectors, for
approximately $200 million in cash. We believe that this acquisition positions
us as a leading provider of CRM to the communications industry and reinforces
our leadership in delivering a comprehensive portfolio of BSS products and
applications.
In January 2001 we formed Certen Inc. ("Certen") with Bell Canada to
provide customer care and billing solutions to Bell Canada and some of its
affiliated companies. Certen is owned 90% by Bell Canada and 10% by us.
Commencing on the 30-month anniversary of the transaction, convertible
debentures issued by Certen to us will be convertible into an additional 35%
ownership interest in Certen. The relative ownership interests of the
shareholders might further be modified through the exercise of a series of
contractual rights, commencing on the 30-month anniversary of the transaction.
We will provide the customer care and billing software required by Certen,
including customization, installation, maintenance and other services.
In the future, we may consider, as part of our strategy, additional
acquisitions and other initiatives in order to offer new products or services or
otherwise enhance our market position or strategic strengths.
Our principal capital expenditures for each of fiscal 2001, 2000 and 1999
have been for computer equipment, for which we spent approximately $62.0
million, $35.7 million and $30.2 million in each respective year. We also lease
vehicles for use by our employees, incurring lease obligations of $13.1 million,
$15.7 million and $14.9 million, respectively, in each of the last three fiscal
years.
Principal capital expenditures currently in progress consist of
approximately $81.1 million to be used in fiscal 2002 for additional computer
equipment with the bulk of these expenditures for computer equipment to be
located at our facilities in North America and Israel.
BUSINESS OVERVIEW
We are a leading provider of software products and services to major
communications companies in North America, Europe and the rest of the world.
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Our BSS products consist of software products designed to support the
business operations of communications companies. Our BSS products and related
services are designed to manage and improve key aspects of the business
operations of communications companies, such as CRM, order management, call
rating, invoice calculation and preparation, bill formatting, collections, fraud
management, Partner Relationship Management ("PRM") and directory publishing
services. We tailor our BSS products to address the unique needs of each
communications provider.
We primarily provide Customer Care and Billing, CRM and Order Management
Systems (collectively, "CC&B Systems") for communications service providers. Our
systems support a wide range of communications services including wireline,
wireless, broadband, electronic and mobile commerce and IP services. We also
support companies that offer multiple service packages, commonly referred to as
convergent services. In addition, we provide a full range of Directory Sales and
Publishing Systems ("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.
Since the inception of our business in 1982, we have concentrated on
providing software products and services to major communications companies. By
focusing on this market, we believe that we have been able to develop the
innovative products and the industry expertise, project management skills and
technological competencies required for the advanced, large-scale,
specifications-intensive system projects typical of leading communications
providers. Our customer base includes major North American and foreign
communications companies, including major wireline companies (such as Verizon,
BellSouth, SBC, Bell Canada, Tele Danmark and Deutsche Telekom), wireless
companies (such as Sprint PCS, Nextel, Cingular Wireless and Vodafone Group) and
Internet companies (such as BT Global Mobile Portal, SBC Internet Services and
E-Plus Online).
INDUSTRY BACKGROUND
Communications Industry
Over the past 20 years, the global communications industry has become
increasingly more competitive as a result of deregulation and the development of
new service technologies. Competition in the U.S. market began to increase in
1984 when AT&T was required to divest its local telephone operations and many
new operators began to enter the long distance market. The Telecommunications
Act of 1996 increased competition in the United States even further by allowing
new and existing local, long distance and cable companies to offer competing
services. Many companies now compete by providing multiple or convergent
services, offering combinations of local exchange, long distance, wireless,
Internet data and electronic and mobile commerce services. Deregulation is also
creating opportunities for new ways of doing business, such as wholesaling and
reselling communications services. Internationally, privatization and
deregulation continue to encourage increased international competition and the
emergence of newly authorized communications network operators and service
providers, especially in Europe, Latin America and the Asia-Pacific region. As
markets are opened to competition, new competitors within these markets
typically compete for market share with more established carriers, initially by
providing access to service and then by providing competitive prices, by
introducing new features and services and by being more responsive to customer
needs. In parallel, the communications industry is undergoing consolidation as
companies seek to broaden their global reach and expand service offerings. In
addition, global expansion by multinational companies and concurrent
technological advances are opening markets in less developed countries to
enhanced communications services and competition.
In recent years, there has also been a large increase of new communications
technologies, including ATM, IP, xDSL, utilization of cable television
infrastructure to provide Internet services, PCS, GPRS (General Packet Radio
Services), UMTS (Universal Mobile Telecommunications System), WAP (Wireless
Application Protocol) for wireless Internet, and intelligent networks.
Additionally, the directory publishing industry, which is currently dominated by
communications companies that are owned by or affiliated with the public
telecommunications carriers, is experiencing significant changes due to the
introduction of new technologies and distribution platforms, especially Internet
directories.
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Recently, market conditions in the communications industry have reduced the
high growth that the communications industry had experienced over the past
several years. As a result, the market value, financial results and prospects
and capital spending levels of many communications companies have declined or
degraded. However, we believe that our future business prospects remain strong
in the current market because of our long-term customer relationships,
solutions-based business model and diverse product portfolio, as discussed
below. In addition, we believe that the current market conditions create
additional opportunities for outsourcing of CC&B Systems.
Information Systems
As a result of the technological and business developments in the
communications industry, many communications companies are seeking a new
generation of information systems to support their operations. These
communications companies are looking for systems that provide enhanced customer
management to support customer retention, flexible rating capabilities to
support rapid rollout of new price plans and advanced IP services, and the
ability to provide customers with single-contact, single-invoice solutions with
integrated pricing plans for a wide range of services (convergence or "one-stop
shopping"). The legacy information systems used by communications companies
generally do not provide the level of integration, flexibility and scalability
needed by communications companies as they seek to differentiate themselves from
their competitors in an increasingly competitive marketplace.
Many new and existing communications companies do not have the financial or
human resources or technological capability to internally develop efficient,
flexible, cost-effective information systems on a timely basis. Moreover, as
many communications companies strive to become more consumer-oriented, they are
concentrating their efforts and internal resources on marketing to consumers and
expanding their service offerings, and many are turning to third-party vendors
for their information systems which creates significant opportunities for
vendors of CC&B Systems and providers of outsourcing services, such as Amdocs.
THE AMDOCS SOLUTION
We believe that our total solutions orientation, product-driven approach
and commitment to and support of quality personnel permit us to offer our
customers effective solutions that are both highly innovative and reliable. We
believe that our success derives from a combination of the following factors
that differentiate us from most of our competitors.
- Total Solutions Orientation. We offer our customers total solutions
that include BSS product-driven software tailored to the customer's
specific requirements, implementation services, systems integration,
maintenance, ongoing support and outsourcing. By providing services
directly to the customer, we are able to effectively utilize our
intricate technical knowledge of our BSS products in the overall
execution of a project, significantly reducing project risk. Our
product-driven software solutions approach is distinctly different from
the project-based strategy that has traditionally characterized many of
the communications information systems and service providers over the
past twenty years. Our product-driven software solutions use our BSS
products as the starting point for each project. This approach enhances
our ability to provide our customers with timely, cost-effective,
low-risk solutions at a consistent level of quality.
- Functional and Flexible BSS Products. Our BSS products are based on an
open, multi-tier, client-server, rule and table-based architecture that
provides the functionality, scalability, modularity and adaptability
required by today's deregulated, highly competitive communications
industry. The flexibility of our BSS products enables our customers to
achieve significant time-to-market advantages and reduce their
dependence on technical and other staff.
- Highly Skilled Personnel. We are able to offer our customers superior
products and services on a worldwide basis in large part because of our
highly qualified and trained technical, sales, marketing and managerial
personnel. We invest significantly in the ongoing training of our
personnel in key areas such as industry knowledge, software technologies
and management capabilities. Primarily based on the skills and knowledge
of our employees, we believe that we have developed a
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reputation for reliably delivering quality solutions within agreed time
frames and budgets. We have global recruitment capabilities and have
development centers in Israel, the United States, Cyprus, Ireland and
Canada.
BUSINESS STRATEGY
Our goal is to provide advanced information technology software products
and related customer service and support to the world's leading communications
companies. We seek to accomplish our goal by pursuing the strategies described
below.
- Continued Focus on the Communications Industry. We intend to continue
to concentrate our resources and efforts on providing strategic
information systems to the communications industry. This strategy has
enabled us to develop the specialized industry know-how and capability
necessary to deliver the technologically advanced, large-scale,
specifications-intensive information systems solutions required by the
leading communications companies in the wireless, wireline, IP and
convergent service sectors.
- Target Industry Leaders and Promising New Entrants. We intend to
continue to direct our marketing efforts principally towards the major
communications companies and new entrants that are believed to have the
potential to be market leaders. Our customer base includes major
communications companies in North America (including SBC, Verizon,
BellSouth, Sprint PCS and Nextel), Europe (including Deutsche Telekom
(Germany), BT (UK) and Vodafone Group (UK)) and the Asia-Pacific region
(Telstra (Australia), Japan Telecom (Japan) and KT Freetel (South
Korea)). We believe that the development of this premier customer base
has helped position us as a market leader, while contributing to the
stability of our business. By targeting industry leaders and promising
new entrants that require the most sophisticated information systems
solutions, we believe that we are best able to ensure that we remain at
the forefront of developments in the industry.
- Deliver and Support Total Solutions. Our strategy is to use our BSS
products as the basis for providing customers with total systems
solutions. Using this product-driven solutions strategy, we strive to
tailor our core software modules to the specific, individualized
requirements of our customers. Working directly with the customer, our
development personnel prepare detailed functional specifications. In
accordance with such specifications, system modules are then adapted or
customized to meet the customer's specific business requirements. We
believe that this approach minimizes risks and increases efficiencies by
drawing on field-proven BSS products and techniques, and also helps to
create significant time-to-market and other competitive advantages for
our customers. By leveraging our specialized product knowledge, we
believe that we can provide more effective system integration and
implementation support services to our customers.
- Provide Customers with End-to-End Solutions. We seek to provide our
customers with end-to-end solutions to meet all their BSS needs. For
communications service providers, we seek to provide end-to-end CC&B
Systems across all lines of their business, such as wireline, mobile and
IP. In addition, we seek to provide a complete range of services to
support these systems. This end-to-end approach also means that we offer
to support global communications service providers throughout their
various international operations. We believe that our ability to provide
end-to-end solutions helps establish us as a strategic partner for our
customers, and also provides us with multiple avenues for strengthening
and expanding our ongoing customer relationships.
- Maintain and Develop Long-Term Customer Relationships. We seek to
maintain and develop long-term, mutually beneficial relationships with
our customers. These relationships generally involve additional product
sales, as well as ongoing support, system enhancement and maintenance
services. We believe that such relationships are facilitated in many
cases by the mission-critical strategic nature of the systems provided
by us and by the customer's reliance on our specialized skills and
knowledge. In addition, our strategy is to solidify our existing
customer relationships by means of long-term support and maintenance
contracts.
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TECHNOLOGY
We have developed core competencies in various advanced technologies that
are used in our BSS products. By utilizing technologies such as rule and
table-based design, multi-tier architecture, object-oriented techniques, data
mining, web-enabling and open application program interfaces ("APIs"), we are
able to provide communications companies with the flexibility required in a
highly competitive, dynamic environment. For example, the use of rule and
table-based technologies allows communications companies to rapidly implement
changes to their marketing and customer service activities, such as new
services, price plans, discount schemes and bill formats, without the need to
modify system code. Similarly, by drawing on web-enabled, Internet technologies,
we have been able to improve access to information by remote users, both
internally within a communications company's organization and between the
organization and its subscribers.
These technologies are integrated in an open, multi-tier, client-server,
service-oriented architecture. In order to support the ability of our customers
to operate all of their distributed and mainframe applications, our BSS products
are designed to work in a number of network and operating system environments,
including UNIX, MVS and Windows NT.
The architecture of our BSS products includes the key characteristics
described below.
- Scalability. Our BSS products are designed to take full advantage of
the proven scalability of the UNIX platform, allowing progressive system
expansion, proportional with the customer's growth in business volumes.
Using the same software, our BSS products can support operations for
small as well as very large service providers.
- Modularity. Our BSS products are comprised of sets of functional
modules. Each module can be installed on an individual stand-alone
basis, interfacing with the customer's existing systems, or as part of
an integrated BSS environment. This modularity provides our customers
with a highly flexible and cost-effective solution that is able to
incrementally expand with the customer's growing needs and capabilities.
The modular approach also preserves the customer's initial investment in
BSS products, while minimizing future disruptions and the overall cost
of system implementation.
- Portability. Utilization of the UNIX platform ensures that our BSS
customers are able to choose from a variety of hardware vendors,
including Compaq, Hewlett Packard, IBM and Sun Microsystems. In
implementing solutions for wireline companies, we are also able to
employ MVS and hybrid UNIX/MVS platforms. Certain applications can also
be deployed on the Windows NT platform. The BSS products utilize, where
applicable, Java-based design and programming to augment cross-platform
portability.
PRODUCTS
Our product offerings include an extensive library of BSS software products
that we have developed to provide comprehensive information systems
functionality for wireline, wireless, broadband, electronic and mobile commerce
and IP service providers. Core elements include CRM, order management, call
rating, invoice calculation, bill formatting, collections, fraud management, PRM
and directory publishing services.
We configure individual BSS modules into families of products, which serve
as marketing packages oriented to the needs of specific customer segments. We
provide Ensemble(TM) software, our main CC&B Systems offering, in a number of
versions to serve the different needs of communications operators in the various
network and business segments, such as wireline, wireless, broadband and
electronic and mobile commerce. As a result of our acquisition of Solect, our
CC&B Systems offering also includes the IAF Horizon(TM) product for Internet and
electronic and mobile commerce, encompassing functionalities such as
Internet-based bill viewing, IP service management, IP provisioning, IP event
collection and partner management. We expanded our CRM offering with our
acquisition of Clarify. We also offer our new generation, or NG, line of ADS
(NG)/Family of Products which provides comprehensive support for directory
publishing operations. Each individual module from the product families can be
installed as an
15
independent stand-alone application, interfacing with the customer's legacy and
third-party systems, or as part of an integrated Amdocs solution.
CC&B Systems
The Ensemble(TM) suite of products offered by Amdocs encompasses the
following key customer care and billing, CRM and order management application
areas:
- Customer Management -- provides customer account information management
and service support, including account initiation, on-line assistance in
choosing a price plan, installation scheduling and complaint handling.
- Order Management -- supports the ordering of products and services for
all lines of business. This module assists customer service
representatives in capturing the customer's order, negotiating with the
customer and monitoring service delivery.
- Event Processing -- calculates charges for usage (i.e., event rating) of
communications services, such as telephone calls, Internet access and
data transfer. Usage of the communications network creates event
records, which contain information such as the origin and destination of
a telephone call and its duration. This module provides for acquisition
and formatting of the raw event data received from a communications
switch, and calculates the charges for each event based on the service
packages and price plans applicable to each individual user.
- Invoicing -- provides comprehensive functionality for bill preparation
(totaling of usage and other charges, application of discounts, taxes
and credits) and bill production.
- Bill Formatter -- enables the flexible definition and modification of
bill formats, according to user requests (e.g., to combine charges from
multiple services onto a single bill or to permit certain types of
charges to be highlighted).
- Revenue Management -- provides comprehensive functionality for accounts
receivable and collections, including invoice receipt, payment receipt,
payment posting, financial reporting and automated handling of customers
with outstanding debts.
- Resource Management -- manages the carrier's inventory of telephone
numbers and SIM cards.
- Wireless and IP Provisioning -- Manages the interface between the
carrier's customer care and billing system and the network, transferring
instructions regarding the provision or discontinuation of wireless and
IP services to specified users.
- Commission Management -- calculates and manages commissions to be paid
by the wireless carrier to its authorized dealers and sales
representatives.
- Fraud Management -- employs sophisticated data analysis tools and makes
use of the integrated user database to detect the fraudulent use of
phones and phone numbers.
- Web-based Customer Care -- enables bill viewing and payment capabilities
over the Internet for both residential and business/corporate customers.
- Churn Management -- uses data mining techniques to identify customers
with a high probability of switching to another carrier or of
disconnecting service.
- Partner Relationship Management -- calculates, manages and reconciles
payments for intercarrier network access, including settlement of
roaming charges between cellular carriers, as well as management of
agreements and settlements between carriers and their business partners.
The Clarify CRM product suite acquired from Nortel Networks enables us to
provide a complete end-to-end or modular applications suite for communications
service providers. The Amdocs suite of CRM products are divided into the three
main categories described below.
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- Sales Marketing Solutions. Our sales marketing solutions provide a
single, end-to-end approach for addressing the entire customer
lifecycle. The applications included in these solutions provide every
professional involved in the sales cycle with their own unique view of
customer data. The solutions enable management of the entire sales
process, from lead generation to deal closure, including analysis of
business intelligence gathered from the sale, definition of optimal
sales strategies and analysis of the service provider's performance in
predicting and identifying key areas of opportunity. Our solutions also
provide detailed tracking and measurement of marketing programs at the
customer level. Using built-in analysis and scripting capabilities, our
solutions can be used to create and manage new sales campaigns.
- Service and Support Solutions. Our service and support solutions
provide customer service support and trouble management capabilities for
the handling of customer trouble calls, questions and service requests.
Our solutions create trouble tickets, which are automatically routed to
the appropriate queues and workflows for prompt and efficient issue
resolution. With links to logistics management applications,
communications service providers can manage the entire service support
cycle, from call handling to scheduling, field dispatch, on-site data
collection and parts inventory and fulfillment. Using our solutions,
service technicians are able to provide on-site assessments of the
information and materials needed to resolve customer problems, reducing
their service response time. With self-service capabilities, a service
provider's customers can create service requests, and track the progress
of open requests, on a 24/7 basis.
- Business Intelligence and Customer Analytics Solutions. Our customer
analytics solutions provide insight in evaluating customer value and
profitability. Our patented analytic algorithms and advanced data mining
processes offer communications service providers the ability to take key
front-office and customer behavior metrics, such as demand prediction,
cross-selling opportunities and customer profitability estimates, and
use that information to determine customer needs/lifetime value for
personalized one-to-one marketing and sales efforts.
The IAF Horizon(TM) suite of CC&B Systems products acquired from Solect has
helped us to focus on the IP service provider market. By allowing service
providers to offer, collect and bill for IP services over packet-switched
networks, IAF Horizon(TM) supports innovative new business models, such as
Virtual Service Providers ("VSPs"), mobile commerce, content aggregation,
revenue sharing, sponsorship and hosting packaged applications.
IAF Horizon(TM) is comprised of the following functional modules:
- Service Management -- provides the functionality for flexibly defining
service offerings, real-time provisioning of these services in the
network, and collecting usage data for the services so that the service
provider can bill for them.
- PDC Service Plug-ins -- Provisioning Data Collectors ("PDCs") operate as
a service plug-in, allowing service providers the opportunity to rapidly
add new services without costly coding delays or system downtime.
- Product Console -- allows the service provider's marketing managers to
create product offerings, pricing and bundles quickly and easily through
a web-based graphical user interface ("GUI").
- Rater -- advanced rule and table-based rating engine, which allows
service providers to develop complex rating rules in a simple logical
manner via an intuitive HTML-based GUI.
- Billing -- provides comprehensive billing capabilities, generates
invoices in multiple formats (electronic and hard-copy), and offers
optional credit card billing as well as interfaces to existing billing
and invoicing systems.
- Customer Care -- includes a highly configurable HTML template-driven
interface for customer service representatives, corporate
self-administration and self-care. This module allows IP service
providers to create price plans. The templates are fully WAP enabled.
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Directory Publishing
The ADS(NG)/Family of Products, our main offering in the Directory Systems
area, provides comprehensive support for yellow page and white page directory
sales and publishing operations, as well as for Internet directories and
catalogs, including fully integrated electronic commerce capabilities. These
systems support large directory publishing operations that employ a local sales
force numbering thousands of representatives, serve customer bases of hundreds
of thousands of businesses and publish hundreds of different directories each
year. The directory line of products comprises a series of modules, including:
- Sales -- addresses all aspects of managing sales to advertisers,
including preparation and management of the overall sales campaign,
which encompasses selecting the advertisers to be targeted, allocating
the advertisers to various sales channels (such as field sales or
telemarketing sales), assigning the advertisers to sales
representatives, tracking advertising sales results and calculating
sales commissions. These modules also provide automated support for the
advertising sales representative, including laptop-based applications
for use by members of the sales force in the field.
- Publishing -- supports the process of entering, proofing and extracting
the telephone listing and advertising information that is to be
published in a directory. These modules encompass contract processing,
service order processing, listing information management and directory
extract in preparation for the actual production of the directory.
- Marketing and Information Analysis -- includes corporate data
warehousing techniques, online analytical processing and data mining
capabilities, oriented to the specific marketing needs of the directory
publisher. For example, these modules can be used to identify changed
patterns of advertisement buying behavior in certain groups of
customers, or to perform "what if" analyses on marketing policy
parameters. These modules are also used by management to analyze the
directory market and customer behavior, assisting in the planning of
corporate strategy and marketing tactics.
- Prepress -- manages the production of advertisements that are to be
published in a directory and also supports the fully automated
pagination of yellow page and white page directories, including the
generation of the final typesetting file so that printed copies of the
documents can be produced.
- Customer Service -- permits online support for handling customer
inquiries and resolving customer complaints, including online correction
of advertising data and billing adjustments.
- Financial Management -- specifically designed for the directory
publisher's billing, accounts receivable and collections functions.
SERVICES
We believe that the methodology we employ to deliver BSS products is one of
the key factors that enables us to achieve the time-frame, budget and quality
objectives of our customers' projects. Our methodology emphasizes rigorous
project management, software development, solutions implementation and
integration planning, as well as active customer participation at all stages to
help prioritize and implement time-critical information system solutions that
address the customer's individual needs.
This process of customizing a system involves creating a tailored BSS
product to address a customer's specific technical and business requirements.
Following detailed functional design sessions with the customer, we modify our
BSS software modules to provide the complete functionality needed by the
customer. The process permits both Amdocs and the customer to identify and
jointly plan for ongoing resource requirements, as well as jointly to create
specific guidelines for the types of organizational and other changes that may
be required for implementation and integration.
System implementation and integration activities are conducted by joint
teams from Amdocs and the customer in parallel with the customization effort.
Implementation and integration activities include, for
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example, project management, development of training methods and procedures,
design of work flows, hardware planning and installation, network and system
design and installation, system conversion and documentation. In most cases, the
role of Amdocs personnel is to provide support services to the customer's own
implementation and integration team, which has primary responsibility for the
task. Customers sometimes require turn-key solutions, in which case we are able
to provide full system implementation and integration services.
Once the system becomes operational, we are generally retained by the
customer to provide ongoing services such as maintenance, enhancement design and
development, and operational support. For substantially all of our customers,
the implementation and integration of an initial BSS product has been followed
by the sale of additional systems and modules. In recent years, we have
established long-term maintenance and support contracts with a number of our
customers. These contracts have generally involved an expansion in the scope of
support provided, while also ensuring a recurring source of revenue to us.
Our business is conducted on a global basis. We maintain five development
facilities located in Israel, the United States, Cyprus, Ireland and Canada,
operate a support center located in Brazil and have operations in North America,
Europe, Latin America and the Asia-Pacific region. Support for implementation
and integration activities is typically performed at the customer site. Once the
system is operational or in production, we provide ongoing support and
maintenance through a combination of remote support from the development centers
and local support at the customer site.
As part of our effort to provide comprehensive solutions to our customers,
we also offer outsourcing services to support operation of our BSS products.
These outsourcing services generally comprise a combination of functions such as
responsibility for the ongoing development and enhancement of BSS systems that
we have installed, the purchase and management of related hardware assets and
overall management of the customer's associated data centers.
SALES AND MARKETING
Our sales and marketing activities are primarily directed at major
communications companies. As a result of the strategic importance of our
information systems to the operations of such companies, a number of
constituencies within a customer's organization are typically involved in
purchase decisions, including senior management, information systems personnel
and user groups such as the finance and marketing departments. The current
slowdown in the growth of the global communications market has lengthened our
typical sales cycle associated with the purchase of our information systems,
which means that the average time between our initial contact with a prospective
customer and the signing of a sales contract has increased. Our sales cycle
currently ranges between six to twelve months for the majority of our new sales.
See "Risk Factors -- Our business is impacted by lengthening sales cycles".
We employ a relatively small and dedicated sales force and maintain sales
offices in the United States, the United Kingdom, and several other countries.
Our sales activities are supported by marketing efforts, including marketing
communications, product management, market research and strategic alliances. Our
sales efforts are dependent upon close cooperation between our sales
representatives and development personnel. Development personnel are intensively
engaged with potential clients from the early stages of the sales cycle. This
approach enables us to demonstrate our technical and professional skills to
potential customers and to simultaneously engage our customer in a discussion of
its system needs. In addition, to ensure that we maintain a clear understanding
of customer needs and expectations, it is our policy to have the development
personnel who were involved in a particular sales proposal continue to work with
the customer. This approach creates continuity from the initial sales proposal
through project development and beyond, into the ongoing production phase.
The management of our operating subsidiaries is closely involved in
establishing sales policies and overseeing sales activities. Management's role
includes the setting of priorities among the multiple sales opportunities
available at any point in time. Management is also responsible for allocating
sufficient
19
resources to each project to meet our quality standards while also adhering to
the project's cost and schedule parameters.
In November 2000, we announced a global alliance with Accenture Ltd
("Accenture"). Under the terms of the alliance, we cooperate with Accenture on
sales, implementation and servicing of CC&B Systems. We believe that this
alliance allows us to enhance our penetration of new markets, increase our
market share and improve the service we provide to existing customers.
We also interact with other third parties in our sales activities,
including independent sales agents, information systems consultants engaged by
our customers or prospective customers and systems integrators that provide
complementary products and services to such customers. We also have value-added
reseller agreements with certain hardware and database vendors.
CUSTOMERS
Our target market is comprised of communications companies that require
information systems with advanced functionality and technology. The companies in
this market segment are typically industry leaders or innovative, well-backed
new entrants. By working with such companies, we help ensure that we remain at
the forefront of developments in the communications industry and that our BSS
product offerings continue to address the market's most sophisticated needs. We
have an international orientation, focusing on potential customers in the
developed, industrialized countries in North America, Europe, Latin America and
the Asia-Pacific region.
Our customers include global communications leaders, as well as other
leading network operators and service providers and directory publishers in the
United States and around the world. Our customers include SBC and a number of
its operating subsidiaries and affiliates, such as Cingular Wireless,
Southwestern Bell Yellow Pages, Southwestern Bell Communications Services and
Southwestern Bell Telephone Company. Additional customers include:
BCP Rogers AT&T
Bell Canada Sprint
BellSouth Tele Danmark
BT Telecom New Zealand
Deutsche Telekom Telstra
Eircom PLC Telus
Japan Telecom Verizon
Korea Telecom Vodafone Group
Netcom VoiceStream
Nextel Western Wireless
Our single largest customer group is SBC and its operating subsidiaries,
which accounted for, in the aggregate, 13.3%, 12.6% and 15.9% of our revenue in
fiscal 2001, 2000 and 1999, respectively. Our next largest group of customers is
Vodafone Group, which accounted for 11.1%, 14.4% and 8.0% of our revenue in
fiscal 2001, 2000 and 1999, respectively.
Aggregate revenue derived from the multiple business arrangements we have
with each of our five largest customers and their affiliates, excluding SBC and
its operating subsidiaries, accounted for approximately 41.3%, 39.7% and 33.4%
of our revenue in fiscal 2001, 2000 and 1999, respectively.
The following is a summary of revenue by geographic area. Revenue is
attributed to geographic region based on the location of the customers:
2001 2000 1999
----- ----- -----
North America.............................................. 53.8% 45.6% 36.1%
Europe..................................................... 35.8 42.4 41.8
Rest of the World.......................................... 10.4 12.0 22.1
20
COMPETITION
The market for communications information systems is highly competitive and
fragmented, and we expect competition to increase. We compete with many
independent providers of information systems and services, including American
Management Systems, Convergys (which recently acquired Geneva Group), IBM, Kenan
Systems (a subsidiary of Lucent Technologies), Portal Software Inc., Saville
Systems (a subsidiary of ADC Telecommunications, Inc.), SchlumbergerSema Group
and Siebel Systems Inc., with system integrators, such as EDS, and with internal
information systems departments of large communication companies. We expect
continued growth and competition in the communications industry and the entrance
of new competitors into the software information systems market in the future.
We believe that we are able to differentiate ourselves from the competition
by, among other things:
- offering customers a total information system from a single vendor,
- providing high quality reliable, scalable products,
- effectively managing the timely implementation of products, and
- responding to customer service and support needs through a skilled
professional organization.
We compete with a number of companies that have long operating histories,
large customer bases, substantial financial, technical, sales, marketing and
other resources, and strong name recognition. Current and potential competitors
have established, and may establish in the future, cooperative relationships
among themselves or with third parties to increase their ability to address the
needs of our prospective customers. Accordingly, new competitors or alliances
among competitors may emerge and rapidly acquire significant market share. As a
result, our competitors may be able to adapt more quickly than we can to new or
emerging technologies and changes in customer requirements, or to devote greater
resources to the promotion and sale of their products. There can be no assurance
that we will be able to compete successfully with existing or new competitors.
Failure by us to adapt to changing market conditions and to compete successfully
with established or new competitors may have a material adverse effect on our
results of operations and financial condition.
EMPLOYEES
We invest significant resources in recruitment, training and retention of
quality personnel. Training programs cover areas such as technology,
applications, development methodology, project methodology, programming
standards, industry background and management development. Our management
development scheme is reinforced by a divisional structure, which provides
opportunities for talented managers to gain experience in general management
roles at the division level. We also invest considerable resources in personnel
motivation, including providing various incentive plans for senior employees.
Our future success depends in large part upon our continuing ability to attract
and retain highly qualified managerial, technical, sales and marketing
personnel.
See "Directors, Senior Management and Employees -- Employees" for further
details regarding our employees and our relationships with them.
PROPERTY, PLANTS AND EQUIPMENT
We lease space in various facilities in Israel, aggregating approximately
1,158,000 square feet, pursuant to leases expiring on various dates between 2001
and 2016, and we have various options to extend the terms of such leases. In
Israel, we currently pay total yearly rental fees of approximately $22.3
million, which are linked, in most cases, to the dollar. Included in these
facilities are an aggregate 628,000 square feet in Ra'anana, with the remainder
in Ramat-Gan, Hod-Hasharon, Jerusalem and Haifa. Approximately 73,000 square
feet of the facilities in Ramat-Gan are owned by related companies that lease
these facilities to us.
21
Our Amdocs, Inc. subsidiary in the United States rents approximately
170,000 square feet in Chesterfield, Missouri under various leases expiring
between 2005 and 2008. The aggregate annual rent for these facilities is
approximately $4.2 million.
A subsidiary rents approximately 81,000 square feet in Stamford,
Connecticut under a lease expiring in 2008 and another subsidiary rents
approximately 85,000 square feet in Champaign, Illinois under a lease expiring
in 2006. The annual rent for these facilities is approximately $2.2 million and
$1.1 million, respectively. We are in the process of combining these two
facilities into one data center in Champaign. Once this consolidation is
complete, we will close our Stamford data center and sublet that site.
We also hold a number of other leases in the United States, with an
aggregate annual rent of approximately $1.1 million.
Our Amdocs Canada subsidiary currently rents two facilities in Toronto,
Canada, aggregating approximately 120,000 square feet, under leases expiring
between 2002 and 2007. The total annual rent for these facilities is
approximately $3.5 million. In addition, we have entered into a ten-year lease
commencing in June 2002 for an additional 150,000 square feet. The annual rent
under the new lease will be approximately $3.4 million. We intend to move to the
new facility, vacate 45,000 square feet of our current space and to sublet the
remaining 75,000 square feet.
Our subsidiary in the United Kingdom leases approximately 44,000 square
feet in London under a lease expiring in 2007, with an annual rent of
approximately $2.2 million. We are currently subletting 11,000 square feet of
this space to a third party for $0.6 million per year.
Our subsidiary in Cyprus leases approximately 164,000 square feet in
various facilities in Limassol under leases expiring between 2003 and 2005. The
aggregate annual rent for these facilities is approximately $2.0 million.
We lease additional office space in Argentina, Australia, Brazil, Denmark,
France, Germany, Hong Kong, Ireland, Italy, Japan and Spain.
Our BSS products are developed and, in many cases, operated over a system
of UNIX, MVS and Windows NT servers owned by us and manufactured by, among
others, Compaq, Hewlett Packard, IBM and Sun Microsystems, which are connected
to approximately 10,000 personal computers owned by us.
Automatic tape libraries provide full and incremental backups of the data
used in and generated by our business. These tapes are kept on-site and
off-site, as appropriate, to ensure security and integrity, and are connected
with a high speed redundant wide area network ("WAN").
The distributed development sites that we operate worldwide are connected
by a high speed WAN.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
FORWARD LOOKING STATEMENTS
Some of the information in this section contains forward looking statements
(within the meaning of the Private Securities Litigation Reform Act of 1995)
that involve substantial risks and uncertainties. You can identify these
statements by forward looking words such as "expect", "anticipate", "believe",
"seek", "estimate", "project", "forecast", "continue", "potential" and similar
words. Statements that we make in this section that are not statements of
historical fact also may be forward looking statements. Forward looking
statements are not guarantees of future performance, and involve risks,
uncertainties and assumptions that may cause our actual results to differ
materially from the expectations we describe in our forward looking statements.
There may be events in the future that we are not accurately able to predict, or
over which we have no control. You should not place undue reliance on forward
looking statements. We do not promise to notify you if we learn that our
assumptions or projections are wrong for any reason. We disclaim any obligation
to update our forward looking statements. See "Risk Factors" for more
information.
22
INTRODUCTION
In this section, we discuss 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 fiscal years ended September 30,
2001, 2000 and 1999,
- why those revenue and costs were different from year to year,
- the sources of our revenue,
- how all of this affects our overall financial condition,
- what our expenditures were in the fiscal years ended September 30, 2001,
2000 and 1999, and
- the sources of our cash to pay for future capital expenditures.
In this section, we also analyze and explain the annual changes in the
specific line items in our consolidated statements of income. This section
should be read in conjunction with our Consolidated Financial Statements
included elsewhere in this report.
OVERVIEW OF BUSINESS AND TREND INFORMATION
We are a leading provider of software products and services to the
communications industry. Our BSS products consist of families of software
products and services designed to meet the mission-critical needs of specific
communications market sectors. We provide primarily CC&B Systems for
communications and IP service providers. Our systems support a wide range of
communications services, including wireline, wireless, broadband, electronic and
mobile commerce and IP services. We also support companies that offer multiple
service packages, commonly referred to as convergent services. In addition, we
provide a full range of 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.
In the future, we may consider, as part of our strategy, acquisitions and
other initiatives in order to offer new products or services or otherwise
enhance our market position or strategic strengths. See discussions
below -- "Acquisitions" and "Subsequent Events".
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 support, maintenance, outsourcing and
other related services provided to our customers and, to a lesser degree,
from incremental license fees resulting from increases in the number of a
customer's subscribers.
We usually sell our software as part of an overall solution offered to a
customer, in which significant customization and modification to our software
generally is required. As a result, revenue generally is recognized over the
course of these long-term projects. Initial license revenue is recognized as
work is performed, using the percentage of completion method of accounting.
Subsequent license fee revenue is recognized upon completion of the specified
conditions in each contract. Service revenue that involves significant ongoing
obligations, including fees for customization, implementation and modification,
is also recognized as work is performed, under the percentage of completion
method of accounting. Revenue from software solutions, that do not require
significant customization and modification, is recognized upon delivery. In
outsourcing contracts, revenue from the operation and maintenance of customers'
billing systems 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
23
upon delivery. Maintenance revenue is recognized ratably over the term of the
maintenance agreement. As a result of a substantial portion of our revenue being
subject to the percentage of completion accounting method, the size and timing
of customer projects and our progress in completing such projects may
significantly affect our annual and quarterly operating results.
Our business is subject to the effects of general global economic
conditions and, in particular, market conditions in the communications industry.
Recently, these conditions have reduced the high growth that the communications
industry had experienced over the past several years. As a result, the market
value, financial results and prospects, and capital spending levels of many
communications companies have declined or degraded.
As a result of the current slowdown in the growth of the global
communications market, our typical sales cycle has lengthened, which means that
the average time between our initial contact with a prospective customer and the
signing of a sales contract has increased. Our sales cycle currently ranges
between six to twelve months for the majority of our new sales. We believe that
such lengthening of our sales cycle and the impact of the current general
economic downturn on the communications industry may result in slower revenue
growth rates for us than has been achieved in recent years.
As a result of the September 11, 2001 terrorist attacks on the United
States and the subsequent military response by the United States in Afghanistan,
the global economy has been negatively affected. These events may adversely
affect our revenue and our profitability and could also result in a disruption
of our business or the businesses of our customers.
License and service fee revenue from the sale of CC&B Systems amounted to
$1,379.7 million in the year ended September 30, 2001, representing 89.9% of our
revenue for such period, as compared to $986.5 million in fiscal 2000 and $468.2
million in fiscal 1999, when license and service fee revenue from the sale of
CC&B Systems represented 88.2% and 74.7%, respectively, of our revenue for such
periods.
We believe that we are a leading global provider of CC&B Systems. We
provide a broad set of CC&B Systems with proven functionality and scalability,
accompanied by a comprehensive range of support services.
We believe that the demand for our CC&B Systems will continue to increase
due to, among other key factors:
- the growth and deregulation of the communications market,
- the global penetration and expansion of communications services,
- the proliferation of new communications products and services, especially
IP and data services,
- rapid technological changes, such as the introduction of wireless
Internet services via GPRS and UMTS technology,
- intensifying competition among communications carriers, 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
communications service providers to offer to their subscribers multiple service
packages, commonly referred to as convergent services (combinations of voice,
broadband, electronic and mobile commerce and IP services).
In addition, we believe that our CC&B solutions enable communications
providers to improve productivity and reduce costs.
License and service fee revenue from the sale of Directory Systems totaled
$154.2 million in the year ended September 30, 2001, accounting for 10.1% of our
revenue for such period, as compared to $131.8 million in fiscal 2000 and $158.6
million in fiscal 1999, when license and service fee revenue from the sale of
Directory Systems represented 11.8% and 25.3%, respectively, of our revenue for
such periods.
We believe that we are a leading provider of Directory Systems in most of
the markets that we serve.
24
We expect that the demand for our Directory Systems will remain relatively
stable in future periods and that the contribution to total revenue, as a
percentage of revenue, of license and service fees from Directory Systems
services will, as a result, continue to decrease over time.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
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 internal
product development programs. We also expend additional amounts on applied
research and software development activities to keep abreast of new technologies
in the communications and IP markets. Research and development expenditures
amounted to $105.8 million, $74.9 million and $40.9 million in fiscal 2001, 2000
and 1999, respectively, representing 6.9%, 6.7% and 6.5%, respectively, of our
revenue in these fiscal years. In the next several years we intend to continue
to make substantial investments in our research and development activities.
We regard significant portions of our software products and systems as
proprietary and rely on a combination of statutory and common law copyright,
trademark and trade secret laws, customer licensing agreements, employee and
third-party nondisclosure agreements and other methods to protect our
proprietary rights. We generally enter into confidentiality agreements with our
employees, consultants, customers and potential customers and limit access to,
and distribution of, our proprietary information. We believe that the
sophistication and complexity of our BSS offerings make it very difficult to
copy such information or to subject such information to unauthorized use. We
maintain sole ownership of our software products.
INVESTMENT
In January 2001 we formed Certen with Bell Canada to provide customer care
and billing solutions to Bell Canada and some of its affiliated companies.
Certen is owned 90% by Bell Canada and 10% by us. Commencing on the 30-month
anniversary of the transaction, convertible debentures issued by Certen to us
will be convertible into an additional 35% ownership interest in Certen. The
relative ownership interests of the shareholders might further be modified
through the exercise of a series of contractual rights, commencing on the
30-month anniversary of the transaction. We will provide the customer care and
billing software required by Certen, including customization, installation,
maintenance and other services. We account for our investment in Certen under
the cost method.
CONVERTIBLE NOTES
In May 2001 we issued to qualified institutional buyers $500.0 million
aggregate principal amount of 2% Convertible Notes due June 1, 2008 (the
"Notes"). On September 25, 2001, following a shelf registration on Form F-3, the
Notes began trading in the public market. We are obligated to pay interest on
the Notes semi-annually on June 1 and December 1 of each year, and made our
first interest payment on December 1, 2001. The Notes are senior unsecured
obligations and rank equal in right of payment with all our existing and future
senior unsecured indebtedness. The Notes are convertible, at the option of the
holders at any time before the maturity date, into ordinary shares at a
conversion rate of 10.8587 shares per $1,000 principal amount of Notes, subject
to adjustment in certain events. The Notes are subject to redemption at any time
on or after June 1, 2006, all or in part, at our option, at a redemption price
of 100% of the principal amount plus accrued and unpaid interest; and are
subject to repurchase, at the holder's option, on June 1, 2004 and June 1, 2006,
at a repurchase price equal to 100% of the principal amount plus accrued and
unpaid interest, if any, on such repurchase date. We may choose to pay the
repurchase price in cash, ordinary shares or a combination of cash and ordinary
shares. As of September 30, 2001 all of the Notes were outstanding.
25
ACQUISITIONS
On November 30, 1999, we completed the purchase of ITDS in a
stock-for-stock acquisition. The acquisition of ITDS, a leading provider of
solutions to communications companies for outsourcing of billing operations,
expanded the scope of our CC&B Systems offering and, we believe, further
established our leadership in providing total solutions to the communications
industry. In connection with the consummation of this transaction, we issued
6,461,376 ordinary shares and granted options to purchase 1,102,955 ordinary
shares. The total purchase price of $189.0 million 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 our balance sheet and the
results of ITDS's operations are included in our consolidated statement of
income, commencing on December 1, 1999. The value of acquired technology, which
was determined by an independent specialist, included both existing technology
and in-process research and development. The valuation of these items was made
by applying the income forecast method, which considered 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 approximately two years
commencing on December 1, 1999. In-process research and development, valued at
$19.9 million, was charged as an expense immediately following the completion of
the acquisition since this technology had not reached technological feasibility
and had 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 commencing on December 1, 1999. The excess of the purchase price
over the net assets acquired, or goodwill, of $71.2 million is being amortized
over 15 years commencing on December 1, 1999.
On April 5, 2000, we completed the purchase of Solect in a stock-for-stock
acquisition. The acquisition of Solect, a leading provider of billing and
customer care software to IP service providers, including wireless and
application service providers, or ASPs, expanded our IP service provider
customer base for CC&B Systems. Under the terms of our combination agreement
with Solect, all then outstanding Solect common shares were exchanged for shares
of a newly issued class of exchangeable shares of Solect. (We have since renamed
Solect, Amdocs Canada, Inc.) The 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 $1,087.7 million
included the issuance of 13,846,302 exchangeable shares, the grant of options to
purchase 1,653,662 ordinary shares and transaction costs. 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 and the
results of Solect's operations are included in our consolidated statement of
income, commencing on April 6, 2000. The value of acquired technology, which was
determined by an independent specialist, included both existing technology and
in-process research and development. The valuation of these items was made by
applying the income forecast method, which considered 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 commencing on
April 6, 2000. In-process research and development, valued at $50.4 million, was
charged as an expense immediately following the completion of the acquisition
since this technology had not reached technological feasibility and had 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 $1.2 million and the fair value of
workforce-in-place was valued at $3.3 million, both of which are being amortized
over three years commencing on April 6, 2000. The excess of the purchase price
over the net assets acquired, or goodwill, of $986.2 million is being amortized
over five years commencing on April 6, 2000.
NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" ("SFAS
141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
26
SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. The adoption of SFAS 141
will have no impact on our business, results of operations, or financial
condition.
SFAS 142 is effective for fiscal years beginning after December 15, 2001.
Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized but will be subject to annual impairment tests in
accordance with the Statement. Other intangible assets will continue to be
amortized over their useful lives. According to the adoption requirements of
SFAS 142, we have the option of applying the new standard on accounting for
goodwill and other intangible assets beginning either in the quarters ended on
December 31, 2001 or December 31, 2002. We anticipate adopting this Statement in
the quarter ended December 31, 2002. Subsequent to the adoption of SFAS 142, we
will perform the first of the required impairment tests of goodwill and
intangible assets recorded as of the date of adoption. We have not yet
determined what the effect of these tests will be on our earnings and financial
position. We recorded $202.4 million and $102.8 million of goodwill amortization
during fiscal years 2001 and 2000, respectively, and no goodwill amortization
during fiscal year 1999.
OPERATING RESULTS
The following table sets forth for the fiscal years ended September 30,
2001, 2000 and 1999 certain items in our consolidated statements of income
reflected as a percentage of total revenue:
YEAR ENDED SEPTEMBER 30,
-----------------------------------------------------
2001 2000 1999
-------------------- -------------------- -----
PRO AS PRO AS
FORMA(*) REPORTED FORMA(*) REPORTED
-------- -------- -------- --------
Revenue:
License............................ 11.2% 11.2% 11.2% 11.2% 11.9%
Service............................ 88.8 88.8 88.8 88.8 88.1
----- ----- ----- ----- -----
100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- -----
Operating expenses:
Cost of license.................... 0.4 0.4 0.5 0.5 0.9
Cost of service.................... 55.3 55.3 57.2 57.2 57.1
Research and development........... 6.9 6.9 6.7 6.7 6.5
Selling, general and
administrative.................. 12.7 12.7 12.3 12.3 12.1
Amortization of goodwill and
purchased intangible assets..... -- 14.3 -- 9.9 --
In-process research and development
and other indirect
acquisition-related costs....... -- -- -- 6.8 --
----- ----- ----- ----- -----
75.3 89.6 76.7 93.4 76.6
----- ----- ----- ----- -----
Operating income..................... 24.7 10.4 23.3 6.6 23.4
Interest income (expense) and other,
net................................ 1.4 1.4 1.0 1.0 (1.0)
----- ----- ----- ----- -----
Income before income taxes........... 26.1 11.8 24.3 7.6 22.4
Income taxes......................... 7.8 7.5 7.3 7.1 6.7
----- ----- ----- ----- -----
Net income........................... 18.3% 4.3% 17.0% 0.5% 15.7%
===== ===== ===== ===== =====
---------------
(*) We acquired ITDS and Solect in fiscal year 2000. The pro forma financial
information regarding our operating results is provided as a complement to
results reported in accordance with GAAP. The pro forma financial
information excludes (i) amortization of goodwill and purchased intangible
assets and all related tax effects attributable to the acquisitions of ITDS
and Solect and (ii) for fiscal year 2000 only, purchased in-process
research and development charges, other indirect acquisition-related costs,
and all related tax effects (clauses (i) and (ii) collectively referred to
herein as the "ITDS and Solect acquisition-related charges").
27
YEARS ENDED SEPTEMBER 30, 2001 AND 2000
Revenue. Revenue for the year ended September 30, 2001 was $1,533.9
million, an increase of $415.6 million, or 37.2%, over fiscal 2000. The increase
in revenue was due to the continued growth in the demand for our CC&B Systems
solutions in our traditional target markets of high-end and mid-tier
communications companies. License revenue increased from $124.8 million in the
year ended September 30, 2000 to $171.4 million during fiscal 2001, an increase
of 37.3%, and service revenue increased 37.1% from $993.5 million in the year
ended September 30, 2000 to $1,362.5 million in fiscal 2001.
Total CC&B Systems revenue for the year ended September 30, 2001 was
$1,379.7 million, an increase of $393.1 million, or 39.8%, over fiscal 2000. In
the year ended September 30, 2001, the demand for our CC&B Systems was primarily
driven by the need for communications companies to upgrade their customer care
and billing, CRM and order management systems in response to competition in the
subscriber markets, the need to offer convergent and IP services, and the need
to improve productivity and operational efficiency.
Revenue from Directory Systems was $154.2 million for the year ended
September 30, 2001, an increase of $22.5 million, or 17.1%, over fiscal 2000.
The increase is attributable primarily to extensions of agreements with and
additional services rendered to existing customers.
In the year ended September 30, 2001, revenue from customers in North
America, Europe and the rest of the world accounted for 53.8%, 35.8% and 10.4%,
respectively, compared to 45.6%, 42.4% and 12.0%, respectively, in fiscal 2000.
The growth in North America was attributable primarily to revenue we gained from
forming or expanding relationships with new or existing customers in fiscal
2001.
Cost of License. Cost of license for fiscal 2001 was $5.7 million, which
is approximately equal to the cost of license in the prior fiscal year. Cost of
license includes amortization of purchased computer software and intellectual
property rights.
Cost of Service. Cost of service for fiscal 2001 was $847.6 million, an
increase of $207.7 million, or 32.5%, over the cost of service of $639.9 million
for the year ended September 30, 2000. As a percentage of revenue, cost of
service decreased to 55.3% in the year ended September 30, 2001 from 57.2% in
fiscal 2000. The decrease in cost of service as a percentage of revenue is
primarily due to increases in our operational efficiency in the year ended
September 30, 2001. In the second half of fiscal 2001, we adopted a plan to
increase the efficiency of our operations and lower costs by reducing
discretionary expenses. As a result of this plan, we were able to reduce the
growth rate of our costs and achieve greater operational efficiency in fiscal
2001.
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
internal product development programs. In the year ended September 30, 2001,
research and development expense was $105.8 million, or 6.9% of revenue,
compared with $74.9 million, or 6.7% of revenue, in the previous fiscal year.
The increase represents ongoing expenditures primarily for CC&B Systems.
Selling, General and Administrative. Selling, general and administrative
expense was primarily comprised of compensation expense and increased by 42.8%
to $195.6 million, or 12.7% of revenue, in the year ended September 30, 2001,
from $137.0 million, or 12.3% of revenue, in fiscal 2000. The increase is
attributable primarily to increases in our selling and marketing efforts in the
year ended September 30, 2001.
Amortization of Goodwill and Purchased Intangible Assets. Amortization of
goodwill and purchased intangible assets for the year ended September 30, 2001
was $220.0 million, compared to $111.2 million in fiscal 2000. Amortization of
goodwill and purchased intangible assets relates to the acquisitions of ITDS and
Solect. The increase in amortization of goodwill and purchased intangible assets
in fiscal 2001 is due to the full-year amortization period applied in fiscal
2001 compared to a shorter amortization period in fiscal 2000.
28
In-process Research and Development and Other Indirect Acquisition-Related
Costs. In-process research and development and other indirect
acquisition-related costs were last incurred in fiscal 2000 and consisted of a
nonrecurring charge of $75.6 million related to the acquisitions of ITDS and
Solect.
Operating Income. Operating income in the year ended September 30, 2001
was $159.3 million, compared to $74.1 million in fiscal 2000, an increase of
115%, primarily due to the effect of a nonrecurring charge for write-off of
purchased in-process research and development related to the acquisitions of
ITDS and Solect in fiscal 2000. Pro forma operating income for the year ended
September 30, 2001, excluding ITDS and Solect acquisition-related charges, was
$379.3 million, or 24.7% of revenue, compared to $260.9 million, or 23.3% of
revenue, for fiscal 2000, an increase of 45.4%.
Interest Income and Other, Net. In the year ended September 30, 2001,
interest income and other, net, was $22.3 million, an increase of $11.6 million
over fiscal 2000. The increase in interest income and other, net, is primarily
attributable to the increase in our cash equivalents and short-term
interest-bearing investments partially offset by overall interest rate declines.
Income Taxes. Income taxes in the year ended September 30, 2001 were
$115.2 million on income before income taxes of $181.6 million. Our effective
tax rate in the year ended September 30, 2001 was 63%, resulting from the
non-cash amortization of goodwill related to the ITDS and Solect acquisitions,
much of which is not tax deductible. In the year ended September 30, 2000,
income taxes were $78.9 million on income before income taxes of $84.9 million.
In the year ended September 30, 2000, the effective tax rate (based on the ratio
between income taxes and income before income taxes, excluding nonrecurring
charges for write-offs of purchased in-process research and development and
other indirect acquisition-related costs) was 49%. The pro forma effective tax
rate for fiscal 2001 and 2000, excluding ITDS and Solect acquisition-related
charges, was 30%. See discussion below -- "Effective Tax Rate".
Net Income. Net income was $66.4 million in the year ended September 30,
2001, compared to net income of $6.0 million in the previous fiscal year. Pro
forma net income in fiscal 2001, excluding ITDS and Solect acquisition-related
charges, increased by 47.8% over fiscal 2000, reaching $281.1 million,
representing 18.3% of revenue.
Diluted Earnings per Share. Diluted earnings per share were $0.29 for the
year ended September 30, 2001, compared to $0.03 in fiscal 2000. Pro forma
diluted earnings per share in the year ended September 30, 2001, excluding ITDS
and Solect acquisition-related charges, increased by 40.9% from the year ended
September 30, 2000, reaching $1.24 per diluted share.
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
Revenue. Revenue for the year ended September 30, 2000 was $1,118.3
million, an increase of $491.5 million, or 78.4%, compared to fiscal 1999. Over
70% of the increase in revenue was due to the continued growth in the demand for
our CC&B Systems in our traditional target markets of high-end and mid-tier
communications companies and less than 30% was attributable to our acquisitions
of ITDS and Solect.
License revenue increased from $74.4 million in fiscal 1999 to $124.8
million in the year ended September 30, 2000, an increase of 67.8%. Service
revenue increased from $552.5 million in fiscal 1999 to $993.5 million in fiscal
2000, an increase of $441.0 million, or 79.8%.
Total CC&B Systems revenue for the year ended September 30, 2000 was $986.5
million, an increase of $518.3 million, or 111%, compared to fiscal 1999. The
diversity of demand for CC&B Systems was reflected by the broad cross section of
new projects we were awarded in fiscal 2000. These projects covered customers
in, among other locations, Europe, North America and Latin America, working
within a wide range of operating environments, including wireline, wireless and
IP. In many cases, we expanded our ongoing relationships with existing
customers. In fiscal 2000, the demand for our CC&B Systems was primarily driven
by the need for communications companies to upgrade their customer care, billing
and order management systems in response to growth in their subscriber base,
increased competition in the subscriber markets, and the need to offer
convergent and IP services.
29
Revenue from Directory Systems decreased to $131.8 million for the year
ended September 30, 2000, from $158.6 million for the prior fiscal year. The
decrease in revenue from Directory Systems primarily reflected a reduction in
the volume of Directory Systems services required by our existing customers.
In the year ended September 30, 2000, revenue from customers in North
America, Europe and the rest of the world accounted for 45.6%, 42.4% and 12.0%,
respectively, compared to 36.1%, 41.8% and 22.1%, respectively, in the year
ended September 30, 1999. The growth in North America was primarily attributable
to revenue we gained from existing ITDS customers and to our forming or
expanding relationships with new or existing customers in North America in
fiscal 2000.
Cost of License. Cost of license for fiscal 2000 was $5.6 million, an
increase of $0.1 million from cost of license for the prior fiscal year. Cost of
license included amortization of purchased computer software and intellectual
property rights. The increase in cost of license for fiscal 2000 was primarily
attributable to new purchases of computer software in fiscal 2000 and the
related amortization.
Cost of Service. Cost of service for fiscal 2000 was $639.9 million, an
increase of $282.1 million, or 78.8%, compared to cost of service of $357.8
million for the year ended September 30, 1999. Cost of service was predominantly
related to salary and employee-related expenses. The absolute increase in cost
of service was consistent with the increase in revenue for fiscal 2000, and
reflected increased employment levels required to support our growth.
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
internal product development programs. In fiscal 2000, research and development
expense was $74.9 million, or 6.7% of revenue, compared with $40.9 million, or
6.5% of revenue, in the previous fiscal year. The bulk of the increase in
research and development expense represented ongoing expenditures primarily for
CC&B Systems, with the balance attributable to Directory Systems.
Selling, General and Administrative. Selling, general and administrative
expense was primarily comprised of compensation expense and increased by 81.1%
to $137.0 million, or 12.3% of revenue, in fiscal 2000, from $75.7 million, or
12.1% of revenue, in the year ended September 30, 1999. The increase in selling,
general and administrative expense was consistent with the increase in our
revenue for fiscal 2000 and with our acquisitions of ITDS and Solect.
Amortization of Goodwill and Purchased Intangible Assets. Amortization of
goodwill and purchased intangible assets in the year ended September 30, 2000
related to the ITDS and Solect 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 year ended September 30, 2000 consisted
primarily of nonrecurring charges related to the ITDS and Solect transactions of
$19.9 million and $50.4 million, respectively, for write-offs of purchased
in-process research and development.
Operating Income. Operating income for the year ended September 30, 2000
was $74.1 million, as compared with $147.0 million for the previous fiscal year,
a decrease of 49.6%, primarily due to the ITDS and Solect acquisition-related
charges. Pro forma operating income for the year ended September 30, 2000,
excluding the ITDS and Solect acquisition-related charges, was $260.9 million,
or 23.3% of revenue, as compared with $147.0 million, or 23.4% of revenue, in
the year ended September 30, 1999, an increase of 77.5%.
Interest Income (Expense) and Other, Net. Interest income (expense) and
other, net, consisted primarily of interest income. In the year ended September
30, 2000, interest income and other, net, was $10.7 million, an increase of
$16.9 million from the prior fiscal year. The increase in interest income and
other, net, was primarily attributable to increases in interest earned on cash
equivalents and short-term interest-bearing investments.
30
Income Taxes. Income taxes in fiscal 2000 were $78.9 million on income
before income taxes of $84.9 million. Our effective tax rate in fiscal 2000
(based on the ratio between income taxes and income before income taxes,
excluding nonrecurring charges for write-offs of purchased in-process research
and development and other indirect acquisition-related costs) was 49%, resulting
from the non-cash amortization of goodwill related to the acquisitions of ITDS
and Solect, much of which was not tax deductible. The pro forma effective tax
rate for the year ended September 30, 2000, excluding the ITDS and Solect
acquisition-related charges, was 30%. In fiscal 1999 income taxes were $42.2
million on income before income taxes of $140.8 million. Our effective tax rate
in fiscal 1999 was 30%. See discussion below -- "Effective Tax Rate".
Net Income. Net income was $6.0 million in the year ended September 30,
2000, as compared to $98.5 million in the previous fiscal year. Net income was
0.5% of revenue for fiscal 2000, as compared to 15.7% for fiscal 1999. Pro forma
net income in fiscal 2000, excluding the ITDS and Solect acquisition-related
charges, increased by 93.0% from fiscal 1999, reaching $190.1 million,
representing 17.0% of revenue.
Diluted Earnings per Share. Diluted earnings per share were $0.03 for the
year ended September 30, 2000, as compared with $0.49 in fiscal 1999. Pro forma
diluted earnings per share in the year ended September 30, 2000, excluding the
ITDS and Solect acquisition-related charges, increased by 79.6% from the year
ended September 30, 1999, reaching $0.88 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term interest-bearing investments totaled
$1,110.1 million as of September 30, 2001, compared to $402.3 million as of
September 30, 2000. The increase is primarily attributable to net proceeds from
the issuance of the Notes and cash flows from operations. Net cash provided by
operating activities amounted to $338.0 million and $287.6 million for fiscal
2001 and 2000, respectively. The increase in cash flows from operations was due
to increased net income before depreciation and amortization offset by increases
in working capital, principally from accounts receivable. A significant portion
of our cash flow from operations during the year ended September 30, 2001 was
used to invest in cash equivalents and short-term interest-bearing investments.
We currently intend to retain our future operating cash flows to support the
further expansion of our business.
As of September 30, 2001, we had positive working capital of $1,059.9
million, compared to positive working capital of $319.0 million as of September
30, 2000. The increase is attributable primarily to cash generated from the
issuance of the Notes and operating activities. We believe that current cash
balances, cash generated from operations and our current lines of credit will
provide sufficient resources to meet our needs in the near future.
All of the Notes were outstanding as of September 30, 2001, representing an
aggregate principal amount of $500.0 million plus accumulated interest. See
discussion above -- "Convertible Notes".
As of September 30, 2001, we had short-term general revolving lines of
credit totaling $40.0 million, none of which were outstanding. In addition, as
of September 30, 2001, we had credit facilities totaling $22.6 million limited
for the use of letters of credit and bank guaranties from various banks. We had
utilized approximately $22.9 million from these credit facilities and from
compensating cash balances to support outstanding letters of credit and bank
guarantees as of September 30, 2001.
Subsequent to the balance sheet date, we entered into an additional credit
facility limited for the use of letters of credit and bank guaranties totaling
$20.0 million from a commercial bank.
We had outstanding long-term obligations of $35.2 million in connection
with leasing arrangements as of September 30, 2001.
Currently, our capital expenditures consist primarily of computer equipment
and vehicles and are funded principally by operating cash flows and capital
leasing arrangements. We do not anticipate any change to this policy in the
foreseeable future.
31
NET DEFERRED TAX ASSETS
As of September 30, 2001, deferred tax assets of $27.9 million, derived
primarily from carry-forward net operating losses relating to Solect
pre-acquisition losses, were offset by valuation allowances due to the
uncertainty of realizing any tax benefit for such losses. When realization of
the tax benefits associated with such net operating losses is deemed probable,
the valuation allowance will be released, resulting primarily in an offsetting
reduction of the goodwill recorded in the Solect acquisition.
EFFECTIVE TAX RATE
Our overall effective tax rate has historically been approximately 30% due
to the corporate income tax rates in the various countries in which we operate
and the relative magnitude of our business in those countries. Our consolidated
effective tax rate for the year ended September 30, 2001 was 63%, compared to
49% (based on the ratio between income taxes and income before income taxes,
excluding nonrecurring charges for write-offs of purchased in-process research
and development and other indirect acquisition-related costs) in the year ended
September 30, 2000. This higher effective tax rate was attributable to
amortization of goodwill related to our acquisitions of ITDS and Solect, much of
which is not tax deductible. Excluding the impact of the ITDS and Solect
acquisition-related charges, the effective tax rate for the years ended
September 30, 2001 and 2000 was 30%.
SUBSEQUENT EVENTS
On November 28, 2001, we completed our acquisition from Nortel Networks of
substantially all of the assets of Clarify, a leading provider of CRM software
to communications companies and other enterprise sectors, for approximately
$200.0 million in cash. We believe that this acquisition positions us as a
leading provider of CRM to the communications industry and reinforces our
leadership in delivering a comprehensive portfolio of BSS products and
applications.
The transaction will be accounted for by the purchase accounting method, as
required by SFAS 141 (see discussion above -- "New Accounting Standards"). We
expect to incur a nonrecurring acquisition-related charge in the first quarter
of fiscal 2002 to account for certain costs relating to the acquisition,
primarily the write-off of purchased in-process research and development.
On November 6, 2001, we announced that our board of directors had approved
a share repurchase program authorizing the repurchase of up to 11.0 million of
our ordinary shares, or approximately 5% of our currently outstanding ordinary
shares. According to the program, shares may be repurchased from time to time
over the next twelve months on the open market, in privately negotiated
transactions or otherwise, all in accordance with any applicable laws, and at
prices per share as we deem appropriate. If any repurchases are made, we intend
to fund the repurchases with available funds.
As part of our plan to achieve increased operational efficiency and to
reduce costs, we have decided to combine our Stamford, Connecticut data center
with one we operate in Champaign, Illinois, and thereupon to close our Stamford
facility. As a direct result of this plan, we expect to incur a nonrecurring
charge of between $10.0 million to $15.0 million, primarily for the write-off of
leasehold improvements and rent obligations, during the first quarter of fiscal
2002.
32
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
DIRECTORS AND SENIOR MANAGEMENT
We rely on the executive officers of our principal operating subsidiaries
to manage our business. In addition, Amdocs Management Limited, our management
subsidiary, performs certain executive coordination functions for all of our
operating subsidiaries.
As of December 24, 2001, our directors, senior managers and key employees
upon whose work we are dependent were as follows:
NAME AGE POSITION
---- ---- --------
Bruce K. Anderson(1)(2)...................... 61 Chairman of the Board and Chief
Executive Officer
Robert A. Minicucci(1)(2).................... 49 Director and Chief Financial Officer
Avinoam Naor(1)(2)........................... 53 Director; Chief Executive Officer of
Amdocs Management Limited
Dov Baharav.................................. 51 Senior Vice President and Chief
Financial Officer, Amdocs Management
Limited
Nehemia Lemelbaum............................ 58 Director; Senior Vice President, Amdocs
Management Limited
Mario Segal.................................. 54 Director; Senior Vice President and
Chief Operating Officer, Amdocs
Management Limited
Eli Gelman................................... 43 Senior Vice President, Amdocs
Management Limited
Yigal Bar-Yossef............................. 54 Senior Vice President, Amdocs
Management Limited
Shlomo Baleli................................ 45 Senior Vice President, Amdocs
Management Limited
Thomas G. O'Brien............................ 41 Treasurer and Secretary
Simon Cassif................................. 59 Senior Vice President, Amdocs (UK)
Limited
Melinos Pissourios........................... 33 General Manager, Amdocs Development
Limited
Kevin Picker................................. 44 Director and General Manager, Amdocs
(UK) Limited
Charles E. Foster............................ 65 Director
Adrian Gardner(1)(2)(3)...................... 39 Director
James S. Kahan(1)(2)......................... 54 Director
John T. McLennan(3).......................... 56 Director
Lawrence Perlman(3).......................... 63 Director
Michael J. Price............................. 44 Director
Modi Rosen................................... 41 Director
Ron Zuckerman................................ 44 Director
---------------
(1) Member of the Compensation Committee
(2) Member of Executive Committee
(3) Member of the Audit Committee
Bruce K. Anderson has been Chief Executive Officer and Chairman of the
Board of Amdocs since September 1997. Since August 1978, he has been a general
partner of Welsh, Carson, Anderson & Stowe ("WCAS"), an investment firm that
specializes in the acquisition of companies in the information services,
communications and health care industries. Investment partnerships affiliated
with WCAS are collectively one of our largest shareholders. Mr. Anderson served
for nine years with Automated Data
33
Processing, Inc. ("ADP") until his resignation as Executive Vice President and a
director of ADP, and President of ADP International, effective August 1978. Mr.
Anderson serves on the board of Alliance Data Systems, Inc., a publicly held
company, and Headstrong, Inc.
Robert A. Minicucci has been Chief Financial Officer and a director of
Amdocs since September 1997. He has been a general partner of WCAS since 1993.
From 1992 to 1993, Mr. Minicucci served as Senior Vice President and Chief
Financial Officer of First Data Corporation, a provider of information
processing and related services for credit card and other payment transactions.
From 1991 to 1992, he served as Senior Vice President and Treasurer of the
American Express Company. He served for twelve years with Lehman Brothers (and
its predecessors) until his resignation as a Managing Director in 1991. Mr.
Minicucci is also a director of Alliance Data Systems, Inc., a publicly held
company, and several private companies.
Avinoam Naor has been a director of Amdocs Limited since January 1999 and
is Chief Executive Officer of Amdocs Management Limited, having overall
coordination responsibility for the operations and activities of our operating
subsidiaries. Mr. Naor was a member of the team that founded Amdocs in 1982,
initially serving as a Senior Vice President. He was appointed President and CEO
of Amdocs Management Limited in 1995. In 1998 he led our initial public
offering, and has since directed our major acquisitions and secondary offerings.
He has been involved with software development for 28 years, working on projects
for the development of application and infrastructure software for
communications systems and developing and marketing directory assistance
systems.
Dov Baharav is a Senior Vice President and the Chief Financial Officer of
Amdocs Management Limited, and has overall coordination responsibility for the
financial reporting and human resources of our operating subsidiaries. Mr.
Baharav joined Amdocs in 1991 in St. Louis, Missouri and until 1995 served first
as Vice President and then as President of Amdocs, Inc., our principal U.S.
subsidiary. Prior to joining Amdocs, Mr. Baharav served as Chief Operating
Officer of Optrotech Ltd., a publicly held company that develops, manufactures
and markets electro-optical devices.
Nehemia Lemelbaum was appointed a director of Amdocs in December 2001 and
is the Senior Vice President, Strategy and Corporate Development, of Amdocs
Management Limited. He joined Amdocs in 1985, with initial responsibility for
U.S. operations. Mr. Lemelbaum led our development of graphic products for the
yellow pages industry and directed our development of CC&B Systems. Prior to
joining Amdocs, he served for nine years with Contahal Ltd., a leading Israeli
software company, first as a senior consultant, and later as Managing Director.
From 1967 to 1976, Mr. Lemelbaum was employed by the Ministry of Communications
of Israel (the organization that predated Bezeq, the Israel Telecommunication
Corp. Ltd.), with responsibility for computer technology in the area of business
data processing.
Mario Segal was appointed a director of Amdocs in December 2001 and is a
Senior Vice President and the Chief Operating Officer of Amdocs Management
Limited. He joined Amdocs in 1984 as Senior Vice President and was a leading
member of the team that developed the ADS(NG)/Family of Products directory
automation systems and the Ensemble(TM) platform. Prior to joining Amdocs, Mr.
Segal was an account manager for a major North American yellow pages publisher
and prior thereto managed the computer department of a major Israeli insurance
company, leading large-scale software development projects and strategic
planning of automation systems.
Eli Gelman is a Senior Vice President of Amdocs Management Limited, with
responsibility for sales, strategic alliances and business development. He has
over 25 years of experience in the software industry, including over 14 years
with Amdocs. Prior to his current position, he was a division president. He
headed Amdocs' United States sales and marketing operations and helped spearhead
our entry into the CC&B Systems market. Mr. Gelman was an account manager for
our major European and North American installations, and has also led several
major software development projects. Before joining Amdocs, Mr. Gelman was
involved in the development of real-time software systems for communications
networks.
Yigal Bar-Yossef is the Senior Vice President of Marketing for Amdocs
Management Limited, and has responsibility for Amdocs' newly-acquired Clarify
Division. Prior to joining Amdocs in 2001, Mr. Bar-Yossef served as Managing
Director and CEO of Pelephone Communications Ltd., Israel's pioneer cellular
34
company, which was jointly owned at the time by BEZEQ (Israel PTT) and Motorola
Inc. Before that, he served as Managing Director of Digital Israel, a
wholly-owned subsidiary of Digital Equipment Corporation (DEC).
Shlomo Baleli joined Amdocs in 1982 and has been a Senior Vice President of
Amdocs Management Limited since October 2000. He has over 20 years experience in
software engineering and in the development of software applications and
infrastructure for communications systems and directory systems. Prior to
joining Amdocs, he was a member of the team that established the computerized
system for Golden Pages, the Israeli yellow pages company.
Thomas G. O'Brien is Treasurer and Secretary of Amdocs Limited and since
July 1995 has held other financial management positions within Amdocs. From July
1993 to July 1995, Mr. O'Brien was Controller of Big River Minerals Corporation,
a diversified natural resources company. From 1989 to 1993, Mr. O'Brien was the
Assistant Controller for Big River Minerals Corporation. From 1983 to 1989, Mr.
O'Brien was with Arthur Young and Company (now Ernst & Young LLP). Mr. O'Brien
is a member of the American Institute of Certified Public Accountants.
Simon Cassif is a Senior Vice President of Amdocs (UK) Limited. He has
principal responsibility for developing our relationships with strategic
customers in Europe. Mr. Cassif joined Amdocs in January 1994 and has since been
devoting most of his efforts to business development in the area of customer
care, billing and order management systems. Prior to joining Amdocs, Mr. Cassif
was Chief Information Officer and Vice President, Systems and Computers at
Bezeq, the Israel Telecommunication Corp. Ltd. Mr. Cassif held this position for
twelve years, with full responsibility for Bezeq's information technology
strategy, systems development, maintenance and operations.
Melinos Pissourios is General Manager of Amdocs Development Limited. Mr.
Pissourios, who joined Amdocs in April 1998, is also the Financial Controller of
Amdocs Development Limited in Cyprus. Prior to joining Amdocs, Mr. Pissourios
was the Group Financial Controller at AEC Holland Group. He also worked for KPMG
Peat Marwick for four years. Mr. Pissourios is a member of the Institute of
Chartered Accountants of England & Wales and of the Cyprus Institute of
Certified Public Accountants and he is a registered auditor in Cyprus.
Kevin Picker has been a director and the General Manager of Amdocs (UK)
Limited since October 1999. He joined the Amdocs group in 1997 as the financial
director of Directory Technology (PTY) Ltd. From May 1992 Mr. Picker was the
general manager of Myers Tyres in Australia and prior to that financial director
of KM Printing and Publishing. Mr. Picker is a member of the Institute of
Chartered Accountants in Australia, the Israeli Institute of Certified Public
Accountants and the South African Institute of Chartered Accountants.
Charles E. Foster was appointed a director of Amdocs in December 2001. He
was Chairman of the Board of Prodigy Communications Corporation from June until
November 2001. From April 1997 until June 2001, Mr. Foster served as Group
President of SBC, where he was responsible, at various times, for engineering,
network, centralized services, marketing and operations, information systems,
procurement, treasury, international operations, wireless services, merger
integration, real estate, yellow pages and cable TV operations. SBCI, a
wholly-owned subsidiary of SBC, is one of our largest shareholders. Mr. Foster
is a member of the Texas Society of Professional Engineers.
Adrian Gardner has been a director of Amdocs since April 1998. Mr. Gardner
is a Managing Director of Lazard LLC, based in London, and works with technology
and telecommunications-related companies. Prior to joining Lazard in 1989, Mr.
Gardner qualified as a chartered accountant with Price Waterhouse (now
PricewaterhouseCoopers). Mr. Gardner is a member of the Institute of Chartered
Accountants in England & Wales and a member of The Securities Institute in the
United Kingdom.
James S. Kahan has been a director of Amdocs since April 1998. He has
worked at SBC since 1983, and currently serves as its Senior Executive Vice
President-Corporate Development, a position he has held since 1992. SBCI, a
wholly-owned subsidiary of SBC, is one of our largest shareholders. Prior to
joining SBC, Mr. Kahan held various positions at several telecommunications
companies, including Western Electric, Bell Laboratories, South Central Bell and
AT&T.
35
John T. McLennan has been a director of Amdocs since November 1999. Since
May 1999, he has served as Vice-Chair and Chief Executive Officer of AT&T
Canada. Mr. McLennan founded and was the President of Jenmark Consulting Inc.
from 1997 until May 1999. From 1994 to 1997, Mr. McLennan served as the
President and Chief Executive Officer of Bell Canada. Prior to that, he held
various positions at several telecommunications companies, including BCE Mobile
Communications and Cantel Inc. Mr. McLennan currently serves on the board of
directors of Hummingbird Corporation and several other private software and
communication companies.
Lawrence Perlman has been a director of Amdocs since April 1998. He was
Chairman of Ceridian Corporation from 1992 through 1999, and its Chief Executive
Officer from 1990 through 1999. Ceridian Corporation is a provider of
information services to employers to administer various human resource
functions, as well as information services for the transportation market. Mr.
Perlman was a director and Chairman of Seagate Technology, Inc., a global data
storage company, until November 2000. Currently he serves as Chairman and Chief
Executive Officer of XIOtech Corporation, a data network company that is a
subsidiary of Seagate, and as Chairman of Arbitron Inc., a media information
company. He also serves as a director of Carlson Companies, Inc. and Valspar
Corporation.
Michael J. Price has been a director of Amdocs since January 1998. He is
Vice Chairman of Evercore Partners, Inc., a leading advisory and private equity
firm. He was co-Chairman of FirstMark Communications Europe S.A., a broadband
communications company in Europe, from 1998 to 2001. Prior to that, he worked at
Lazard Freres & Co. L.L.C., starting in 1987, serving first as a Vice President
and then as a Managing Director, where he led its technology and
telecommunications group. Mr. Price is also a director of SpectraSite, a leading
tower management company, and FirstMark Communications Europe S.A.
Modi Rosen has been a director of Amdocs since December 2000. He founded
and has been a co-manager of Magnum Communications Fund, a venture capital fund
specializing in the Israeli telecommunications industry, since 1999. From 1997
to 1999, he was a Vice-President of Monitor Company, an international consulting
group, where he advised European wireless and wireline companies, including
Siemens. From 1991 to 1997, he was a managing partner at Shaldor, an Israeli
consultancy firm. Mr. Rosen is also a director of several Israeli private
companies.
Ron Zuckerman has been a director of Amdocs since December 2000. He founded
and has been Chairman of the Board of Precise Software Solutions, a
Nasdaq-listed company and a provider of information technology infrastructure
performance management software, since 1991. He also founded Sapiens
International, a Nasdaq-listed company and global e-business solutions provider,
where he has served as Chairman since 1998, and EC-Gate, a solutions provider
for e-marketplaces, where he has served as Chairman since 1996. Mr. Zuckerman is
also a director of several private companies.
COMPENSATION
Our directors who are not employees or affiliates of either the Company or
any of our major shareholders have the choice of receiving as compensation
either (i) an annual a cash payment of $30,000 or (ii) every three years, a
grant of options to purchase 10,000 ordinary shares, one-quarter of which vest
immediately and the remainder of which vest annually in three equal
installments. Any such director who serves as a chairman of a committee also
receives options to purchase 1,000 ordinary shares under the same terms. In
addition, we pay each such director $1,500 per meeting of the board of directors
and $500 per meeting of a committee of the board of directors. We reimburse all
of our directors for their reasonable travel expenses incurred in connection
with attending meetings of the board of directors or committees thereof.
A total of 23 persons who served either as directors of Amdocs or members
of its administrative, supervisory or management bodies during fiscal 2001
received remuneration from Amdocs. The aggregate remuneration paid by us to such
persons was approximately $15.5 million, which includes amounts set aside or
accrued to provide pension, retirement or similar benefits, but does not include
amounts expended by us for automobiles made available to such persons, expenses
(including business travel, professional and
36
business association dues) or other fringe benefits. Included in this amount is
remuneration to one former executive officer and two former directors.
During fiscal 2001, directors or members of our administrative, supervisory
or management bodies were granted options to purchase a total of 793,450
ordinary shares at an average price of $36.20 per share, with vesting over three
to eight year terms. In addition, in the first quarter of fiscal 2002, we
granted options to purchase 21,000 ordinary shares at an exercise price of
$27.75 to two of our directors with respect to compensation earned in fiscal
2001.
To recognize significant contributions to Amdocs over the years, in the
first quarter of fiscal 2002 we made one-time grants of options to four of our
non-employee directors to purchase an aggregate 40,000 ordinary shares at an
exercise price of $27.75 per share.
All options were granted pursuant to our 1998 Stock Option and Incentive
Plan, as amended. See discussion below -- "Share Ownership -- Employee Stock
Option and Incentive Plan".
BOARD PRACTICES
All directors hold office until the next annual meeting of our
shareholders, which generally is in January of each calendar year, or until
their respective successors are duly elected and qualified or their positions
are earlier vacated by resignation or otherwise.
Executive officers of Amdocs are elected by the board of directors on an
annual basis and serve until the next annual meeting of the board of directors
or until their respective successors have been duly elected or qualified or
their positions are earlier vacated by resignation or otherwise. The executive
officers of each of the Amdocs subsidiaries are elected by the board of
directors of such subsidiary on an annual basis and serve until the next annual
meeting of such board of directors or until their respective successors have
been duly elected or qualified or their positions are earlier vacated by
resignation or otherwise.
Other than an employment agreement between us and Mr. Naor, which provides
that Mr. Naor shall be paid a cash severance upon termination of his employment,
there are no service contracts between us and any of our directors providing for
benefits upon termination of their employment.
BOARD COMMITTEES
The Audit Committee of the board of directors reviews, acts on and reports
to the board of directors with respect to various auditing and accounting
matters, including the selection of our auditors, the scope of the annual
audits, fees to be paid to the auditors, the performance of our independent
auditors and our accounting practices. Our Audit Committee consists of Messrs.
Perlman (Chair), Gardner and McLennan, all of whom are independent directors, as
required by the rules of the NYSE.
The Compensation Committee of the board of directors determines the
salaries and incentive compensation of the officers of Amdocs and our
subsidiaries and provides recommendations for the salaries and incentive
compensation of other employees and the consultants. The Compensation Committee
also administers various compensation, stock and benefit plans of Amdocs. Our
Compensation Committee consists of Messrs. Anderson (Chair), Gardner, Kahan,
Minicucci and Naor. None of the members of the Committee was an employee of ours
at any time during fiscal 2001, with the exception of Mr. Naor, who does not
participate in any discussions relating to his own compensation.
We have also established an Executive Committee that may act from time to
time instead of the full board of directors and has such responsibilities as may
be delegated to it by the board from time to time. Our Executive Committee
consists of Messrs. Anderson (Chair), Gardner, Kahan, Miniccuci and Naor.
EMPLOYEES
As of September 30, 2001, we employed on a full-time basis approximately
8,600 software and information technology specialists, engaged in research,
development, maintenance and support activities, and approximately 1,100
managers and administrative professionals. We employ approximately 4,200 and
2,700 software and information technology specialists in Israel and North
America, respectively, with the
37
remaining principally located in Europe and the Asia-Pacific region. We often
maintain teams of employees at a customer's premises to work on specific
projects.
As of September 30, 2000, we employed on a full-time basis approximately
7,400 software and information technology specialists, engaged in research,
development, maintenance and support activities, and approximately 1,000
managers and administrative professionals. As of that date, we employed
approximately 4,000 and 2,200 software and information technology specialists in
Israel and North America, respectively, with the remaining principally located
in Europe and the Asia-Pacific region. We often maintain teams of employees at a
customer's premises to work on specific projects.
As of September 30, 1999, we employed on a full-time basis approximately
4,400 software and information technology specialists, engaged in research,
development, maintenance and support activities, and approximately 600 managers
and administrative professionals. We employed over 3,000 and 780 software and
information technology specialists in Israel and North America, respectively,
with the remaining located in Europe and the Asia-Pacific region.
We comply with various labor and immigration laws throughout the world,
including laws and regulations in Australia, Brazil, Canada, Europe, Israel,
Japan and the United States. Our employees in Europe are protected, in some
countries, by mandatory collective bargaining agreements. The legal duties
imposed on us by these agreements relate mainly to minimum wage payment
obligations. To date, compliance with such laws has not been a material burden
for us. As the number of our employees increases over time, our compliance with
such regulations could become more burdensome.
Our principal operating subsidiaries are not party to any collective
bargaining agreements. However, our Israeli subsidiary is subject to certain
labor-related statutes and to certain provisions of collective bargaining
agreements between the Histadrut (General Federation of Labor in Israel) and the
Coordinating Bureau of Economic Organizations (including the Industrialists'
Association), which are applicable to our Israeli employees by virtue of
expansion orders of the Israeli Ministry of Labor and Welfare. A significant
provision applicable to all employees in Israel under collective bargaining
agreements and expansion orders is the automatic adjustment of wages in relation
to increases in the consumer price index, or CPI. The amount and frequency of
these adjustments are modified from time to time. We consider our relationship
with our employees to be good and have never experienced a labor dispute, strike
or work stoppage.
In addition, all employees in Brazil, including members of management, are
represented by unions. Collective bargaining between employers and unions is
mandatory, negotiated annually, and covers work conditions, including cost of
living increases, minimum wages that exceed the government thresholds and
overtime pay.
SHARE OWNERSHIP
SECURITY OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT AND CERTAIN KEY
EMPLOYEES
As of November 30, 2001, the aggregate number of our voting ordinary shares
beneficially owned by our directors, senior managers and certain key employees
was 52,286,292 shares. This number includes voting ordinary shares held by SBCI
and WCAS since affiliates of SBCI and WCAS serve on our board of directors and,
accordingly, such designees may be deemed to be the beneficial owners of the
voting ordinary shares held by such entities. Each such designee disclaims
beneficial ownership of such shares. See "Major Shareholders and Related Party
Transactions".
Beneficial ownership by a person assumes the exercise of all options and
warrants held by such person that are currently exercisable or are exercisable
within 60 days of such date.
EMPLOYEE STOCK OPTION AND INCENTIVE PLAN
Our 1998 Stock Option and Incentive Plan, as amended (the "Option Plan")
provides for the grant by Amdocs of restricted shares or stock options to our
directors, employees (including officers) and consultants. Of the 32,300,000
ordinary shares originally available for issuance under the Option Plan, options
to purchase 16,200,931 ordinary shares have been granted as of November 30,
2001, and
38
16,099,069 ordinary shares remain available for future grants. The purpose of
the Option Plan is to enable us to attract and retain qualified personnel and to
motivate such persons by providing them with an equity participation in the
Company.
The Option Plan provides for the granting of "incentive stock options" and
"non-qualified stock options" to purchase ordinary shares and/or the granting of
rights to purchase ordinary shares on a "restricted" basis. The terms and
conditions of individual grants may vary subject to the following: (i) the
exercise price of incentive stock options may not be less than market value on
the date of grant; (ii) the term of incentive stock options may not exceed ten
years from the date of grant; and (iii) no options or awards may be granted
after January 2008.
The Option Plan is administered by the Compensation Committee, which
determines all the terms of the awards (subject to the above), including which
employees, directors or consultants are granted awards. The board of directors
may amend or terminate the Option Plan, provided that stockholder approval is
required to increase the number of ordinary shares available under the Option
Plan, to decrease the basis upon which the minimum exercise price of options is
determined or to extend the term of an individual option or the period in which
awards may be granted. Ordinary shares acquired upon exercise of an award are
subject to certain restrictions on sale, transfer or hypothecation.
As of November 30, 2001, there were outstanding options to purchase an
aggregate 14,010,163 ordinary shares at exercise prices ranging from $1.92 to
$78.31 per share and no restricted shares had been awarded.
As a result of the ITDS and Solect transactions, as of November 30, 2001,
we are obligated to issue (and have reserved for issuance) an additional 331,260
and 650,629 ordinary shares, respectively, upon exercise of options that had
previously been granted under the ITDS and Solect option plans (the "Predecessor
Plans") and were exchanged for options to purchase our ordinary shares. These
options vest over a period of 3.5 years and have exercise prices ranging from
$0.001 to $93.49 per share. No additional options have been or will be granted
under the Predecessor Plans.
39
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The following table sets forth specified information with respect to the
beneficial ownership of our voting ordinary shares as of November 30, 2001 of
any person known by us to be the beneficial owner of more than 5% of such
shares.
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED(1) OWNERSHIP(2)
---------------- ------------ ------------
SBC International Inc.(3)................................... 30,654,138 14.4%
175 E. Houston Street
San Antonio, Texas 78205-2233
AXA Financial, Inc.(4)...................................... 15,899,634 7.4%
1290 Avenue of the Americas
New York, New York 10104
Welsh, Carson, Anderson & Stowe(5).......................... 10,585,340 5.0%
320 Park Avenue, Suite 2500
New York, New York 10022
---------------
(1) Unless otherwise indicated, the entities identified in this table have sole
voting and investment power with respect to all voting ordinary shares shown
as beneficially owned by them, subject to community property laws, where
applicable.
(2) The percentages shown are based on 213,539,100 voting ordinary shares
outstanding on November 30, 2001.
(3) Includes 16,473,823 voting ordinary shares held by SBC Option Delivery LLC,
a majority-owned subsidiary of SBCI, and 10,000,000 voting ordinary shares
held by another shareholder, which SBCI has the sole power to vote, but not
to dispose of, pursuant to an irrevocable proxy granted to SBCI on December
19, 2000. The proxy will expire on the earlier of June 11, 2002 or the
occurrence of certain events described in the proxy. In addition to the
shares listed above, SBCI also owns 9,203,798 non-voting ordinary shares,
which, in accordance with their terms, become voting ordinary shares upon
being transferred by SBCI to any party that is not an affiliate of SBCI.
SBCI is the only shareholder of our non-voting ordinary shares. SBCI is a
wholly-owned subsidiary of SBC. James S. Kahan, Senior Executive Vice
President-Corporate Development of SBC, serves on our board of directors.
(4) Represents 15,478,834 voting ordinary shares held by Alliance Capital
Management L.P. (a majority-owned subsidiary of AXA Financial), 262,800
shares held by AXA Investment Managers UK Ltd. (an affiliate of AXA
Financial) and 158,000 voting ordinary shares held by The Equitable Life
Assurance Society of the United States (a wholly-owned subsidiary of AXA
Financial).
(5) Includes 6,814,611 voting ordinary shares held by Welsh, Carson, Anderson &
Stowe VII, L.P., 1,990,966 voting ordinary shares held by Welsh, Carson,
Anderson & Stowe VI, L.P. and 1,779,763 voting ordinary shares held by WCAS
Capital Partners III, L.P. Bruce K. Anderson and Robert A. Minicucci,
principals of the various WCAS entities, serve on our board of directors and
as Chairman of the Board and Chief Executive Officer of Amdocs, and Chief
Financial Officer of Amdocs, respectively.
Pursuant to a call option agreement entered into in September 1997 among
various of our shareholders as of that date, a call option was exercised in
November 1999, without the payment of any consideration, as a result of certain
revenue and cash flow targets having been met by us, which resulted in the
relative ownership of certain of our shareholders increasing or decreasing with
no change in the aggregate number of our outstanding ordinary shares.
40
As of November 30, 2001, our ordinary shares were held by approximately 229
recordholders. Based on a review of the information provided to us by our
transfer agent, 166 recordholders, holding approximately 90.7% of our
outstanding ordinary shares, were residents of the United States.
RELATED PARTY TRANSACTIONS
SHAREHOLDERS AGREEMENTS
In connection with a series of transactions in 1997, SBCI, WCAS (on behalf
of certain affiliates of WCAS and other investors), AIL and Amdocs, entered into
a Shareholders Agreement, under which these shareholders have certain rights to
have their shares registered for sale to the public under the Securities Act.
Pursuant to separate Shareholders Agreements entered into in 1995 among
various of our shareholders as of that date, the parties thereto have, subject
to the occurrence of specified events, call and put rights with respect to
certain shares held by the parties. These rights expire ratably over time and
fully expire in 2002. The exercise of such rights will not affect the number of
our outstanding ordinary shares.
RELATIONSHIP WITH SBC
SBC and some of its operating subsidiaries are also significant customers
of ours. During fiscal 2001, 2000 and 1999, SBC and those subsidiaries accounted
for approximately 13.3%, 12.6% and 15.9%, respectively, of our revenue.
In March 1999, we entered into an agreement with a subsidiary of SBC, under
which SBC agreed that the level of support and development services that we
provided to SBC and its subsidiaries over the subsequent three years would be at
least equal to a substantial portion of the services we provided to SBC as of
such date. This commitment expired in May 2001.
SBC is also a beneficial owner of companies that lease certain office
facilities and provide certain miscellaneous support services to us in Israel
and United States.
ITEM 8. FINANCIAL INFORMATION
FINANCIAL STATEMENTS
See "Financial Statements" for our audited Consolidated Financial
Statements and Financial Statement Schedule filed as part of this report.
LEGAL PROCEEDINGS
We are not involved in any material legal proceedings.
DIVIDEND POLICY
We did not pay any cash dividends on our ordinary shares in fiscal 2001,
2000 or 1999. After the payment of dividends in 1998 that followed a corporate
reorganization, we decided in general to retain earnings to finance the
development of our business. The payment of any future dividends will be paid by
us based on conditions then existing, including our earnings, financial
condition and capital requirements as well as other conditions we deem relevant.
The terms of any debt that we may incur could effectively limit our ability to
pay dividends.
41
ITEM 9. THE OFFER AND LISTING
Our ordinary shares have been quoted on the NYSE since June 19, 1998, under
the symbol "DOX". The following table sets forth the high and low reported sale
prices for our ordinary shares for the periods indicated:
HIGH LOW
------- -------
FISCAL YEAR ENDED SEPTEMBER 30
1998........................................................ $ 16.50 $ 8.19
2000........................................................ $ 96.00 $ 19.81
2001........................................................ $ 80.50 $ 25.85
QUARTER
Fiscal 2000:
First Quarter............................................. $ 37.94 $ 19.81
Second Quarter............................................ $ 96.00 $ 32.44
Third Quarter............................................. $ 88.75 $ 49.00
Fourth Quarter............................................ $ 88.75 $ 59.38
Fiscal 2001:
First Quarter............................................. $ 73.50 $ 51.63
Second Quarter............................................ $ 80.50 $ 43.50
Third Quarter............................................. $ 66.50 $ 40.60
Fourth Quarter............................................ $ 55.75 $ 25.85
Fiscal 2002:
First Quarter (through December 21, 2001)................. $ 35.70 $ 30.01
MOST RECENT SIX MONTHS
June, 2001................................................ $ 66.50 $ 52.80
July, 2001................................................ $ 55.75 $ 37.00
August, 2001.............................................. $ 46.75 $ 36.00
September, 2001........................................... $ 38.45 $ 25.85
October, 2001............................................. $ 30.94 $ 24.00
November, 2001............................................ $ 35.90 $ 26.30
ITEM 10. ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company is registered at the Greffe (Companies Registry) in Guernsey,
the Channel Islands and has been assigned company number 19528, registered
office situated at Suite 5, Tower Hill House, Le Bordage, St Peter Port, Island
of Guernsey, GY1 3QT, Channel Islands. The telephone number at that location is
011-44-1481-728444.
The purpose of the Company is to perform any and all corporate activities
permissible under Guernsey law and are set forth in detail at Clause 3(1) to
(37) of the Memorandum of Association of the Company (the "Memorandum of
Association").
Article 21(2) of the Amended and Restated Articles of Association of the
Company (the "Articles of Association") provides that a director may vote in
respect of any contract or arrangement in which such director has an interest
notwithstanding such director's interest and an interested director will not be
liable to the Company for any profit realized through any such contract or
arrangement by reason of such director holding the office of director. Article
21 of the Articles of Association provides that the remuneration of the
directors shall from time to time be determined by the Company by ordinary
resolution. No provision is made in the Articles of Association for directors to
vote compensation to themselves or any members of their body under any
circumstances. Article 22 provides that directors may exercise all the powers of
the Company to borrow money, and to mortgage or charge its undertaking,
42
property and uncalled capital or any part thereof, and to issue securities
whether outright or as security for any debt, liability or obligation of the
Company for any third party. Such borrowing powers can only be altered through
an amendment to the Articles of Association. Directors of the Company are not
required to own shares of the Company in order to serve as directors.
The share capital of the Company is L5,750,000 divided into (i) 25,000,000
preferred shares with a par value of L0.01 per share and (ii) 550,000,000
ordinary shares with a par value of L0.01 per share, consisting of 500,000,000
voting ordinary shares and 50,000,000 non-voting ordinary shares. The rights,
preferences and restrictions attaching to each class of the shares are as
follows:
PREFERRED SHARES
- Issue -- the preferred shares may be issued from time to time in one or
more series of any number of shares up to the amount authorized.
- Directors Authorization to Issue Preferred Shares -- authority is vested
in the directors from time to time to authorize the issue of one or more
series of preferred shares and to provide for the designations, powers,
preferences and relative participating, optional or other special rights
and qualifications, limitations or restrictions thereon.
- Relative Rights -- all shares of any one series of preferred shares must
be identical with each other in all respects, except that shares of any
one series issued at different times may differ as to the dates from
which dividends shall be cumulative.
- Liquidation -- in the event of any liquidation, dissolution or winding-up
of the Company, the holders of preferred shares are entitled to
preference with respect to payment and to receive payment (at the rate
fixed in any resolution or resolutions adopted by the directors in such
case) plus an amount equal to all dividends accumulated to the date of
final distribution to such holders. The holders of preferred shares are
entitled to no further payment other than that stated above. If upon any
liquidation the assets of the Company are insufficient to pay in full the
amount stated above then such assets shall be distributed among the
holders of preferred shares.
- Voting Rights -- except as otherwise provided for by the directors upon
the issue of any new series of preferred shares, the holders of shares of
preferred shares have no right or power to vote on any question or in any
proceeding or to be represented at, or to receive notice of, any meeting
of members.
ORDINARY SHARES AND NON-VOTING ORDINARY SHARES
Except as otherwise provided by the Memorandum of Association and Articles
of Association, the ordinary shares and non-voting ordinary shares are identical
and entitle holders thereof to the same rights and privileges.
- Dividends -- when and as dividends are declared on the shares of the
Company the holders of voting ordinary shares and non-voting shares are
entitled to share equally, share for share, in such dividends except that
if dividends are declared which are payable in voting ordinary shares or
non-voting ordinary shares, dividends must be declared which are payable
at the same rate in both classes of shares.
- Conversion of Non-Voting Ordinary Shares into Voting Ordinary
Shares -- upon the transfer of non-voting ordinary shares from the
original holder thereof to any third party not affiliated with such
original holder, non-voting ordinary shares are redesignated in the books
of the Company as voting ordinary shares and automatically convert into
the same number of voting ordinary shares.
- Liquidation -- upon any liquidation, dissolution or winding-up of the
Company, the assets of the Company remaining after creditors and the
holders of any preferred shares have been paid in full shall be
distributed to the holders of voting ordinary shares and non-voting
ordinary shares equally share for share.
43
- Voting Rights -- the holders of voting ordinary shares are entitled to
vote on all matters to be voted on by the members, and the holders of
non-voting ordinary shares are not entitled to any voting rights.
- Preferences -- except for liquidation preference, the voting ordinary
shares and non-voting ordinary shares are subject to all the powers,
rights, privileges, preferences and priorities of the preferred shares as
are set out in the Articles of Association.
As regards both preferred shares and voting and non-voting ordinary shares,
the Company has power to purchase any of its own shares, whether or not they are
redeemable and may make a payment out of capital for such purchase.
There are no provisions for a classified board of directors or for
cumulative voting for directors.
Article 8 of the Articles of Association provides that all or any of the
rights, privileges, or conditions attached to any class or group of shares may
be changed as follows:
- by an agreement between the Company and any person purporting to contract
on behalf of the holders of shares of the class or group affected,
provided that such agreement is ratified in writing by the holders of at
least two-thirds of the issued shares of the class affected; or
- with the consent in writing of the holders of three-fourths of the issued
shares of that class or with the sanction of an extraordinary resolution
passed by majority of three-fourths of the votes of the holders of shares
of the class or group affected entitled to vote and voting in person or
by attorney or proxy and passed at a separate meeting of the holders of
such shares but not otherwise.
The Companies (Guernsey) Law, 1994 (the "Companies Law") provides that,
where not provided for in the Articles of Association, a special resolution of
the shareholders is required to alter the Articles of Association. A special
resolution must be passed by not less than three-quarters of the votes recorded
at a meeting called for purposes of voting on the matter. As such, the
conditions set out above are as significant as the requirements of Guernsey law.
Provisions in respect of the holding of general meetings and extraordinary
general meetings are set out at Articles 14, 15 and 16 of the Articles of
Association. The Articles provide that an annual general meeting must be held
once in every calendar year (provided that not more than 15 months have elapsed
since the last such meeting) at such time and place as the directors appoint
and, in default, an annual general meeting may be convened by any two members
holding at least 10% in the aggregate of the Company's share capital. The
directors may, whenever they deem fit, convene an extraordinary general meeting,
and extraordinary general meetings will also be convened on the requisition in
writing of holders of at least 20% of the issued share capital of the Company
carrying voting rights or, if the directors fail upon such requisition to
convene such meeting within 21 days then such meeting may be convened by such
holders in such manner as provided by the Companies Law. A minimum of 10 days'
written notice is required in connection with an annual general meeting and a
minimum of 14 days' written notice is required in connection with any other
meeting. The notice shall specify the place, the day and the hour of the
meeting, and in the case of any special business, the general nature of that
business to such persons as are entitled by the Articles of Association to
receive such notices from the Company provided that a meeting of the Company
shall, notwithstanding that it is called by shorter notice than that specified
in the Articles, be deemed to have been duly called if it is so agreed by all
the members entitled to attend and vote thereat.
There are no limitations on the rights to own securities, including the
rights of non-resident or foreign shareholders to hold or exercise voting rights
on the securities.
There are no provisions in the Memorandum of Association or Articles of
Association that would have the effect of delaying, deferring or preventing a
change in control of the Company and that would operate only with respect to a
merger, acquisition or corporate restructuring involving the Company (or any of
its subsidiaries).
44
There are no provisions in the Memorandum of Association or Articles of
Association governing the ownership threshold above which shareholder ownership
must be disclosed. United States federal law, however, requires that all
directors, executive officers and holders of 10% or more of the stock of a
company that has a class of stock registered under the Securities Exchange Act
of 1934, as amended, disclose such ownership. In addition, holders of more than
5% of a registered equity security must disclose such ownership.
Pursuant to Article 13 of the Articles of Association, the Company may from
time to time by ordinary resolution increase the share capital by such sum, to
be divided into shares of such amount, as the resolution prescribes. A
restructuring of the existing share capital must be done by extraordinary
resolution, and the Company may by special resolution reduce its share capital,
any capital redemption reserve fund or any share premium account in accordance
with Guernsey law. These provisions in relation to the alteration of the
Company's capital are in accordance with but no more onerous than the Companies
Law.
MATERIAL CONTRACTS
Other than the ITDS, Solect and Clarify acquisition transaction agreements
and related documents, in the past two years we have not entered into any
material contracts other than contracts entered into in the ordinary course of
our business. See "Information on the Company -- History and Development of
Amdocs".
TAXATION
TAXATION OF THE COMPANY
The following is a summary of certain material tax considerations relating
to Amdocs and our subsidiaries. To the extent that the discussion is based on
tax legislation that has not been subject to judicial or administrative
interpretation, there can be no assurance that the views expressed in the
discussion will be accepted by the tax authorities in question. The discussion
is not intended, and should not be construed, as legal or professional tax
advice and is not exhaustive of all possible tax considerations.
General
Our overall effective tax rate has historically been approximately 30% due
to the various corporate income tax rates in the various countries in which we
operate and the relative magnitude of our business in those countries. Our
consolidated effective tax rate (calculated based on the ratio between income
taxes and income before income taxes, excluding the impact in fiscal 2000 of
nonrecurring charges for write-offs of purchased in-process research and
development and other indirect acquisition-related costs) for fiscal 2001 was
63%, compared to 49% in fiscal 2000. This higher effective tax rate was
attributable to amortization of goodwill related to our acquisitions of ITDS and
Solect, much of which is not tax deductible. Excluding the impact of the ITDS
and Solect acquisition-related charges, the effective tax rate for fiscal 2001
was 30%. There can be no assurance that our effective tax rate will not change
over time as a result of a change in corporate income tax rates or other changes
in the tax laws of the various countries in which we operate. Moreover, our
effective tax rate in future years may be adversely affected in the event that a
tax authority challenged the manner in which items of income and expense are
allocated among us and our subsidiaries. In addition, the Company and certain of
our subsidiaries have been granted certain special tax benefits, discussed
below, in Cyprus, Ireland and Israel. The loss of any such tax benefits could
have an adverse effect on our effective tax rate.
Certain Guernsey Tax Considerations
We qualify as an exempt company (i.e., our shareholders are not Guernsey
residents and we do not carry on business in Guernsey) so we generally are not
subject to taxation in Guernsey.
45
Certain Cypriot Tax Considerations
Our Cyprus subsidiary, Amdocs Development Ltd., operates a development
center. Corporations resident in Cyprus currently are subject to a maximum 25%
income tax rate. The Government of Cyprus has issued a permit to our Cypriot
subsidiary pursuant to which the activities conducted by it are deemed to be
offshore activities for the purpose of Cypriot taxation. As a result, our
Cypriot subsidiary is subject to an effective tax rate in Cyprus of 4.25%. In
order for our subsidiary to remain entitled to this reduced rate of taxation
pursuant to the permit, it must continue to satisfy certain requirements
concerning its operations in Cyprus and it must undertake certain information
reporting obligations to the Government of Cyprus.
Certain Irish Tax Considerations
Our Irish subsidiary, Amdocs Software Systems Ltd., operates a development
center. The corporation tax rate on its trading activities is 20% for 2001 and
will decline to 16% in 2002, and finally to 12.5% in 2003. The subsidiary has
entered into an agreement with the Irish Industrial Development Agency pursuant
to which it qualifies for certain job creation grants and, consequently, certain
activities conducted by it are deemed to be manufacturing activities for the
purpose of Irish taxation. As a result, the subsidiary is subject to a
corporation tax rate in Ireland of 10% with respect to its manufacturing
activities. This tax rate on manufacturing activities will be available to our
Irish subsidiary until December 31, 2002. As of January 1, 2003, our Irish
subsidiary will be subject to a single corporation tax rate of 12.5% on all of
its trading and manufacturing activities.
Certain Israeli Tax Considerations
Our Israeli subsidiary, Amdocs (Israel) Limited, operates our largest
development center. Discussed below are certain Israeli tax considerations
relating to our Israeli subsidiary.
General Corporate Taxation in Israel. Effective January 1, 1996, and
thereafter, in general, Israeli companies are subject to "Company Tax" at the
rate of 36% of taxable income. However, the effective tax rate payable by an
Israeli company that derives income from an Approved Enterprise (as further
discussed below) may be considerably less.
Law for the Encouragement of Capital Investments, 1959. Certain production
and development facilities of our Israeli subsidiary have been granted "Approved
Enterprise" status pursuant to the Law for the Encouragement of Capital
Investments, 1959 (the "Investment Law"), which provides certain tax and
financial benefits to investment programs that have been granted such status.
The Investment Law provides that capital investments in production
facilities (or other eligible assets) may, upon application to the Israeli
Investment Center, be designated as an Approved Enterprise. Each instrument of
approval for an Approved Enterprise relates to a specific investment program
delineated both by the financial scope of the investment, including source of
funds, and by the physical characteristics of the facility or other assets. The
tax benefits available under any instrument of approval relate only to taxable
profits attributable to the specific investment program and are contingent upon
compliance with the conditions set out in the instrument of approval.
Tax Benefits. Taxable income derived from an Approved Enterprise is
subject to a reduced corporate tax rate of 25% until the earlier of
- seven consecutive years (or ten in the case of an FIC (as defined
below)) commencing in the year in which the Approved Enterprise first
generates taxable income,
- twelve years from the year of commencement of production, or
- fourteen years from the year of the approval of the Approved Enterprise
status.
Such income is eligible for further reductions in tax rates if we qualify
as a Foreign Investors' Company ("FIC") depending on the percentage of the
foreign ownership. Subject to certain conditions, an
46
FIC is a company more than 25% of whose share capital (in terms of shares,
rights of profits, voting and appointment of directors) and more than 25% of
whose combined share and loan capital are owned by non-Israeli residents. The
tax rate is 20% if the foreign investment is 49% or more but less than 74%; 15%
if the foreign investment is 74% or more but less than 90%; and 10% if the
foreign investment is 90% or more. The determination of foreign ownership is
made on the basis of the lowest level of foreign ownership during the tax year.
A company that owns an Approved Enterprise, approved after April 1, 1986, may
elect to forego the entitlement to grants and apply for an alternative package
of tax benefits. In addition, a company (like our Israeli subsidiary) with an
enterprise outside the National Priority Regions (which is not entitled to
grants) may also apply for the alternative benefits. Under the alternative
benefits, undistributed income from the Approved Enterprise operations is fully
tax exempt (a tax holiday) for a defined period. The tax holiday ranges between
two to ten years from the first year of taxable income subject to the
limitations as described above, depending principally upon the geographic
location within Israel. On expiration of the tax holiday, the Approved
Enterprise is eligible for a beneficial tax rate (25% or lower in the case of an
FIC, as described above) for the remainder of the otherwise applicable period of
benefits.
Our Israeli subsidiary has elected the alternative benefits with respect to
its current Approved Enterprise and its enlargements, pursuant to which the
Israeli subsidiary enjoys, in relation to its Approved Enterprise operations,
certain tax holidays for a period of two years (and in some cases for a period
of four years) and reduced tax rates for an additional period of up to eight
years. In case our Israeli subsidiary pays a dividend, at any time, out of
income earned during the tax holiday period in respect of its Approved
Enterprise, it will be subject, assuming that the current level of foreign
investment in Amdocs is not reduced, to corporate tax at the otherwise
applicable rate of 10% of the income from which such dividend has been paid and
up to 25% if such foreign investments are reduced (as detailed above). This tax
is in addition to the withholding tax on dividends as described below. Under an
instrument of approval issued in December 1997 and relating to the current
investment program of our Israeli subsidiary and to the income derived
therefrom, our Israeli subsidiary is entitled to a reduced tax rate period of
thirteen years (instead of the eight-year period referred to above.) The tax
benefits, available with respect to an Approved Enterprise only to taxable
income attributable to that specific enterprise, are given according to an
allocation formula provided for in the Investment Law or in the instrument of
approval, and are contingent upon the fulfillment of the conditions stipulated
by the Investment Law, the regulations published thereunder and the instruments
of approval for the specific investments in the Approved Enterprises. In the
event our Israeli subsidiary fails to comply with these conditions, the tax and
other benefits could be canceled, in whole or in part, and the subsidiary might
be required to refund the amount of the canceled benefits, with the addition of
CPI linkage differences and interest. We believe that the Approved Enterprise of
our Israeli subsidiary substantially complies with all such conditions
currently, but there can be no assurance that it will continue to do so.
From time to time, the Government of Israel has discussed reducing the
benefits available to companies under the Investment Law. The termination or
substantial reduction of any of the benefits available under the Investment Law
could have a material adverse effect on future investments by us in Israel
(although such termination or reduction would not affect our Israeli
subsidiary's existing Approved Enterprise or the related benefits).
Dividends
Dividends paid out of income derived by an Approved Enterprise during the
benefit periods (or out of dividends received from a company whose income is
derived by an Approved Enterprise) are subject to withholding tax at a reduced
rate of 15% (deductible at source). In the case of companies that do not qualify
as a FIC, the reduced rate of 15% is limited to dividends paid at any time up to
twelve years thereafter.
47
TAXATION OF HOLDERS OF ORDINARY SHARES
Certain United States Federal Income Tax Considerations
The following discussion describes the material United States federal
income tax consequences to a holder of our ordinary shares that is
(i) a citizen or resident of the United States,
(ii) a corporation created or organized in, or under the laws of, the
United States or of any state thereof,
(iii) an estate, the income of which is includable in gross income for
United States federal income tax purposes regardless of its source,
or
(iv) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more U.S. persons has the authority to control all substantial
decisions of the trust.
This summary generally considers only U.S. holders that own ordinary shares
as capital assets. This summary does not discuss the United States federal
income tax consequences to a holder of ordinary shares that is not a U.S.
holder.
This discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), current and proposed Treasury regulations
promulgated thereunder, and administrative and judicial decisions as of the date
hereof, all of which are subject to change, possibly on a retroactive basis.
This discussion does not address all aspects of United States federal income
taxation that may be relevant to a holder of ordinary shares based on such
holder's particular circumstances (including potential application of the
alternative minimum tax), United States federal income tax consequences to
certain holders that are subject to special treatment (such as taxpayers who are
broker-dealers, insurance companies, tax-exempt organizations, financial
institutions, holders of securities held as part of a "straddle", "hedge" or
"conversion transaction" with other investments, or holders owning directly,
indirectly or by attribution at least 10% of the ordinary shares), or any aspect
of state, local or non-United States tax laws. Additionally, the discussion does
not consider the tax treatment of persons who hold ordinary shares through a
partnership or other pass-through entity or the possible application of United
States federal gift or estate taxes.
Dividends. In general, a U.S. holder receiving a distribution with respect
to the ordinary shares will be required to include such distribution (including
the amount of foreign taxes, if any, withheld therefrom) in gross income as a
taxable dividend to the extent such distribution is paid from our current or
accumulated earnings and profits as determined under United States federal
income tax principles. Any distributions in excess of such earnings and profits
will first be treated, for United States federal income tax purposes, as a
nontaxable return of capital to the extent of the U.S. holder's tax basis in the
ordinary shares, and then, to the extent in excess of such tax basis, as gain
from the sale or exchange of a capital asset. See "Disposition of Ordinary
Shares" below. United States corporate shareholders will not be entitled to any
deduction for distributions received as dividends on the ordinary shares.
The amount of foreign income taxes that may be claimed as a credit against
United States federal income tax in any year is subject to certain complex
limitations and restrictions, which must be determined on an individual basis by
each U.S. holder. The limitations set out in the Code include, among others,
rules that may limit foreign tax credits allowable with respect to specific
classes of income to the United States federal income taxes otherwise payable
with respect to each such class of income. Dividends paid by us generally will
be foreign source "passive income" for United States foreign tax credit
purposes.
Disposition of Ordinary Shares. Upon the sale, exchange or other
disposition of our ordinary shares, a U.S. holder generally will recognize
capital gain or loss in an amount equal to the difference between the amount
realized on the disposition by such U.S. holder and its tax basis in the
ordinary shares. Such capital gain or loss will be long-term capital gain or
loss if the U.S. holder has held the ordinary shares for
48
more than one year at the time of the disposition. In the case of a U.S. holder
that is an individual, trust or estate, long-term capital gains realized upon a
disposition of the ordinary shares generally will be subject to a maximum tax
rate of 20%. Gains realized by a U.S. holder on a sale, exchange or other
disposition of ordinary shares generally will be treated as United States source
income for United States foreign tax credit purposes.
Information Reporting and Backup Withholding. Dividend payments with
respect to the ordinary shares and proceeds from the sale, exchange or
redemption of ordinary shares may be subject to information reporting to the
Internal Revenue Service ("IRS") and possible U.S. backup withholding at a 31%
rate. Backup withholding will not apply, however, to a U.S. holder who furnishes
a correct taxpayer identification number and makes any other required
certification or who is otherwise exempt from backup withholding. Generally a
U.S. holder will provide such certification on IRS Form W-9 (Request for
Taxpayer Identification Number and Certification).
Amounts withheld under the backup withholding rules may be credited against
a U.S. holder's tax liability, and a U.S. holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for a refund with the IRS.
Certain Guernsey Tax Considerations
Under the laws of Guernsey as currently in effect, a holder of our ordinary
shares who is not a resident of Guernsey and who does not carry on business in
Guernsey through a permanent establishment situated there is exempt from
Guernsey income tax on dividends paid with respect to the ordinary shares and is
not liable for Guernsey income tax on gains realized on sale or disposition of
such ordinary shares. In addition, Guernsey does not impose a withholding tax on
dividends paid by us to the holders of our ordinary shares.
There are no capital gains, gift or inheritance taxes levied by Guernsey,
and the ordinary shares generally are not subject to any transfer taxes, stamp
duties or similar charges on issuance or transfer.
DOCUMENTS ON DISPLAY
We file annual, quarterly and current reports and other information with
the Securities and Exchange Commission ("SEC"). You may read and copy any of our
filings at the SEC's public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further
information about the Public Reference Room. Our SEC filings are also available
to the public on the SEC's website at http://www.sec.gov.
You may request copies of the filings, at no cost, by writing to or
telephoning us as follows:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Telephone: (314) 212-8328
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
CURRENCY FLUCTUATIONS
Approximately 90% of our revenue is in U.S. dollars or linked to the dollar
and therefore the dollar is our functional currency. Approximately 60% of our
operating expenses (excluding amortization for goodwill and intangible assets)
are paid in dollars or linked to dollars. Other significant currencies in which
we receive revenue or pay expenses are Australian dollars, British pounds,
Canadian dollars, the European Monetary Union currency ("euro") and Israeli
shekels. Historically, the effect of fluctuations in currency exchange rates has
had a minimal impact on our operations. If we expand our operations outside of
the United States, our exposure to fluctuations in currency exchange rates could
increase. In managing our
49
foreign exchange risk, we enter from time to time into various foreign exchange
contracts. As of September 30, 2001, we had hedged most of our significant
exposures in currencies other than the dollar.
FOREIGN CURRENCY RISK
We enter into foreign exchange forward contracts to hedge most of our
foreign currency exposure. We use such contracts to hedge exposure to changes in
foreign currency exchange rates associated with revenue denominated in a foreign
currency, primarily British pounds and the euro, and anticipated costs to be
incurred in a foreign currency, primarily Australian dollars, Canadian dollars
and Israeli shekels. We seek to minimize the risk that the anticipated cash flow
from sales of our products and services and cash flow required for our expenses
denominated in a currency other than our functional currency will be affected by
changes in exchange rates. See Note 22 to our Consolidated Financial Statements
included elsewhere in this report. The following table summarizes our foreign
currency forward exchange agreements as of September 30, 2001. The table (all
dollar amounts in millions) presents the notional amounts by expected
(contractual) maturity dates, and fair value of the total derivative instruments
as of September 30, 2001. Notional values are calculated based on forward rates
as of September 30, 2001, dollar translated.
FOR THE YEAR ENDED AS OF
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -------------
2002 2003 2001
----------- --------- -------------
NOTIONAL AMOUNT FAIR VALUE OF
TRANSLATED TO US DOLLAR DERIVATIVE
----------------------- -------------
Forward contracts hedging:
Revenue.................................................... $ 17.6 $ 8.2 $ (0.5)
Costs...................................................... (213.5) (3.5) (10.8)
------- ----- ------
$(195.9) $ 4.7 $(11.3)
======= ===== ======
INTEREST RATE RISK
Our interest expenses and income are sensitive to changes in interest
rates, as all of our cash reserves and borrowings, other than the Notes, are
subject to interest rate changes. Excess liquidity is invested in short-term
interest-bearing investments. Such short-term interest-bearing investments
consist primarily of federal agency securities and corporate bonds and currently
bear minimal interest rate risk. As of September 30, 2001, we had nothing
outstanding on either our revolving lines of credit or our short-term credit
facilities, and $35.2 million recorded as long-term lease obligations, which in
the aggregate bear minimal interest rate risk.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
50
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AND SCHEDULE
The following Consolidated Financial Statements and Financial Statement
Schedule are included at the end of this report:
FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets as of September 30, 2001 and 2000
Consolidated Statements of Income for the years ended September 30, 2001,
2000 and 1999
Consolidated Statements of Changes in Shareholders' Equity (Deficit) for
the years ended September 30, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the years ended September 30,
2001, 2000 and 1999
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts
51
ITEM 19. EXHIBITS
1. Memorandum and Articles of Association of Amdocs Limited
(Exhibits 3.1 and 3.2 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration No. 333-8826)
3. Voting and Exchange Trust Agreement dated as of April 5,
2000 among Amdocs Limited, Amdocs (Denmark) ApS., Amdocs
Holdings ULC, Solect Technology Group Inc. and The Trust
Company of Bank of Montreal (Exhibit 3 to Amdocs' Annual
Report on Form 20-F for the fiscal year ended September 30,
2000)
4.a.1 Agreement and Plan of Merger dated as of September 3, 1999
among Amdocs Limited, Ivan Acquisition Corp. and
International Telecommunication Data Systems, Inc. (Exhibit
2.1 to Amdocs' Current Report on Form 6-K dated September
10, 1999)
4.a.2 Combination Agreement dated as of February 28, 2000 among
Amdocs Limited, Solect Technology Group Inc., Amdocs
(Denmark) ApS. and Amdocs Holdings ULC (Exhibit 2.1 to
Amdocs' Current Report on Form 6-K dated March 3, 2000)
4.a.3 Acquisition Agreement dated as of October 1, 2001, between
Amdocs Limited and Nortel Networks Corporation. (Exhibit 2.1
to Amdocs' Current Report on Form 6-K dated October 10,
2001)
8. Subsidiaries of Amdocs Limited
10.a.1 Consent of Ernst & Young LLP
10.a.2 Amdocs Limited Press Release dated November 6, 2001
52
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
Amdocs Limited
/s/ THOMAS G. O'BRIEN
--------------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
Date: December 27, 2001
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENTS
Report of Independent Auditors............................ F-2
Consolidated Balance Sheets as of September 30, 2001 and
2000................................................... F-3
Consolidated Statements of Income for the years ended
September 30, 2001, 2000 and 1999...................... F-4
Consolidated Statements of Changes in Shareholders' Equity
(Deficit) for the years ended September 30, 2001, 2000
and 1999............................................... F-5
Consolidated Statements of Cash Flows for the years ended
September 30, 2001, 2000 and 1999...................... F-6
Notes to Consolidated Financial Statements................ F-8
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts......................... S-1
F-1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders Amdocs Limited
We have audited the accompanying consolidated balance sheets of Amdocs
Limited as of September 30, 2001 and 2000, and the related consolidated
statements of income, changes in shareholders' equity (deficit) and cash flows
for each of the three years in the period ended September 30, 2001. Our audits
also included the financial statement schedule listed in the index at Item 18.
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Amdocs Limited
as of September 30, 2001 and 2000, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
September 30, 2001, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth herein.
/s/ ERNST & YOUNG LLP
New York, New York
November 1, 2001
F-2
AMDOCS LIMITED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
AS OF SEPTEMBER 30,
-----------------------------
2001 2000
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 872,998 $ 402,300
Short-term interest-bearing investments................... 237,069 --
Accounts receivable, including unbilled of $23,272 and
$4,203, less allowances of $3,219 and $6,868, in 2001
and 2000, respectively (*)............................. 384,851 263,100
Deferred income taxes and taxes receivable................ 38,916 35,179
Prepaid expenses and other current assets................. 38,045 34,327
---------- ----------
TOTAL CURRENT ASSETS.............................. 1,571,879 734,906
Equipment, vehicles and leasehold improvements, net......... 173,695 128,081
Deferred income taxes....................................... 19,722 13,900
Goodwill and other intangible assets, net................... 788,187 1,011,053
Other noncurrent assets..................................... 70,953 47,145
---------- ----------
TOTAL ASSETS...................................... $2,624,436 $1,935,085
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 166,527 $ 128,249
Accrued personnel costs................................... 103,990 70,196
Short-term financing arrangements......................... -- 20,000
Deferred revenue.......................................... 140,033 133,546
Short-term portion of capital lease obligations........... 10,400 8,713
Deferred income taxes and taxes payable................... 91,026 55,197
---------- ----------
TOTAL CURRENT LIABILITIES......................... 511,976 415,901
Convertible notes and long-term portion of capital lease
obligations............................................... 524,779 23,417
Deferred income taxes....................................... 7,410 11,191
Other noncurrent liabilities................................ 68,180 53,804
---------- ----------
TOTAL LIABILITIES................................. 1,112,345 504,313
---------- ----------
SHAREHOLDERS' EQUITY:
Preferred Shares -- Authorized 25,000 shares; L0.01 par
value;
0 shares issued and outstanding........................ -- --
Ordinary Shares -- Authorized 550,000 shares; L0.01 par
value;
222,628 and 221,165 outstanding in 2001 and 2000,
respectively........................................... 3,560 3,539
Additional paid-in capital................................ 1,806,290 1,784,816
Accumulated other comprehensive income (loss)............. (6,382) 1,159
Unearned compensation..................................... (185) (1,164)
Accumulated deficit....................................... (291,192) (357,578)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY........................ 1,512,091 1,430,772
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $2,624,436 $1,935,085
========== ==========
---------------
(*) See Note 4.
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED SEPTEMBER 30,
----------------------------------
2001 2000 1999
---------- ---------- --------
REVENUE:
License (*)........................................... $ 171,430 $ 124,822 $ 74,387
Service (*)........................................... 1,362,480 993,498 552,468
---------- ---------- --------
1,533,910 1,118,320 626,855
---------- ---------- --------
OPERATING EXPENSES:
Cost of license....................................... 5,651 5,624 5,515
Cost of service (*)................................... 847,591 639,900 357,809
Research and development.............................. 105,807 74,852 40,874
Selling, general and administrative (*)............... 195,592 137,004 75,659
Amortization of goodwill and purchased intangible
assets.............................................. 219,988 111,199 --
In-process research and development and other indirect
acquisition-related costs........................... -- 75,617 --
---------- ---------- --------
1,374,629 1,044,196 479,857
---------- ---------- --------
Operating income........................................... 159,281 74,124 146,998
Interest income (expense) and other, net (*)............... 22,286 10,734 (6,223)
---------- ---------- --------
Income before income taxes................................. 181,567 84,858 140,775
Income taxes............................................... 115,181 78,880 42,232
---------- ---------- --------
NET INCOME................................................. $ 66,386 $ 5,978 $ 98,543
========== ========== ========
BASIC EARNINGS PER SHARE................................... $ 0.30 $ 0.03 $ 0.50
========== ========== ========
DILUTED EARNINGS PER SHARE................................. $ 0.29 $ 0.03 $ 0.49
========== ========== ========
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING........ 222,002 212,005 197,436
========== ========== ========
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING...... 226,832 216,935 200,262
========== ========== ========
---------------
(*) See Note 4.
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
ACCUMULATED TOTAL
ORDINARY SHARES ADDITIONAL OTHER SHAREHOLDERS'
---------------- PAID-IN COMPREHENSIVE UNEARNED ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL INCOME (LOSS) COMPENSATION DEFICIT (DEFICIT)
------- ------ ---------- ------------- ------------ ----------- -------------
BALANCE AS OF OCTOBER 1, 1998.... 196,800 $3,149 $ 447,503 $(1,495) $(8,947) $(462,099) $ (21,889)
Comprehensive income:
Net income..................... -- -- -- -- -- 98,543 98,543
Decrease in unrealized loss on
derivative instruments,
net of $145 tax.............. -- -- -- 338 -- -- 338
----------
Comprehensive income........... 98,881
----------
Issuance of Ordinary Shares,
net............................ 2,000 32 41,352 -- -- -- 41,384
Stock options granted, net of
forfeitures.................... -- -- 244 -- (163) -- 81
Amortization of unearned
compensation................... -- -- -- -- 5,280 -- 5,280
------- ------ ---------- ------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
1999........................... 198,800 3,181 489,099 (1,157) (3,830) (363,556) 123,737
Comprehensive income:
Net income..................... -- -- -- -- -- 5,978 5,978
Decrease in unrealized loss on
derivative instruments,
net of $1,000 tax............ -- -- -- 2,333 -- -- 2,333
Increase in unrealized loss on
cash equivalents income,
net of $(7) tax.............. -- -- -- (17) -- -- (17)
----------
Comprehensive income........... 8,294
----------
Employee stock options
exercised...................... 2,058 33 21,327 -- -- -- 21,360
Tax benefit of stock options
exercised...................... -- -- 10,825 -- -- -- 10,825
Issuance of Ordinary Shares
related to acquisitions, net... 20,307 325 1,263,330 -- -- -- 1,263,655
Stock options granted............ -- -- 235 -- -- -- 235
Amortization of unearned
compensation................... -- -- -- -- 2,666 -- 2,666
------- ------ ---------- ------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
2000........................... 221,165 3,539 1,784,816 1,159 (1,164) (357,578) 1,430,772
Comprehensive income:
Net income..................... -- -- -- -- -- 66,386 66,386
Decrease in unrealized gain on
derivatives, net of $(3,891)
tax.......................... -- -- -- (9,078) -- -- (9,078)
Increase in unrealized income
on cash equivalents and
short-term interest-bearing
investments, net of $659
tax.......................... -- -- -- 1,537 -- -- 1,537
----------
Comprehensive income........... 58,845
----------
Employee stock options
exercised...................... 1,463 21 13,946 -- -- -- 13,967
Tax benefit of stock options
exercised...................... -- -- 7,345 -- -- -- 7,345
Stock options granted............ -- -- 183 -- -- -- 183
Amortization of unearned
compensation................... -- -- -- -- 979 -- 979
------- ------ ---------- ------- ------- --------- ----------
BALANCE AS OF SEPTEMBER 30,
2001........................... 222,628 $3,560 $1,806,290 $(6,382) $ (185) $(291,192) $1,512,091
======= ====== ========== ======= ======= ========= ==========
As of September 30, 2001, 2000 and 1999, accumulated other comprehensive
income (loss) is comprised of unrealized gain (loss) on derivatives, net of tax,
of $(7,902), $1,176 and $(1,157) and unrealized gain (loss) on cash equivalents
and short-term interest-bearing investments, net of tax, of $1,520, $(17) and
$0, as of September 30, 2001, 2000 and 1999, respectively.
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED SEPTEMBER 30,
---------------------------------
2001 2000 1999
--------- --------- ---------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income................................................. $ 66,386 $ 5,978 $ 98,543
Reconciliation of net income to net cash provided by
operating activities:
Depreciation and amortization......................... 282,625 155,359 30,601
Adjustment to the basis of investments................ 6,750 -- --
In-process research and development expenses.......... -- 70,319 --
Loss on sale of equipment............................. 593 148 549
Deferred income taxes................................. 5,018 (1,196) (4,026)
Tax benefit of stock options exercised................ 7,345 10,825 --
Unrealized income (loss) on other comprehensive
income.............................................. (10,773) 3,309 483
Net changes in operating assets and liabilities, net of
amounts acquired:
Accounts receivable...................................... (121,751) (29,763) (69,354)
Prepaid expenses and other current assets................ (3,718) (12,408) (4,400)
Other noncurrent assets.................................. (7,826) (10,861) (10,350)
Accounts payable and accrued expenses.................... 71,772 38,852 22,893
Deferred revenue......................................... 6,487 24,313 75,448
Income taxes payable..................................... 20,703 16,071 2,177
Other noncurrent liabilities............................. 14,376 16,642 9,739
--------- --------- ---------
Net cash provided by operating activities.................. 337,987 287,588 152,303
--------- --------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment, vehicles and leasehold
improvements............................................. 2,062 1,280 1,461
Payments for purchase of equipment, vehicles, leasehold
improvements and other................................... (91,891) (62,740) (43,180)
Purchase of short-term interest-bearing investments, net... (237,069) -- --
Investment in noncurrent assets............................ (12,291) (9,000) --
Net cash acquired in acquisitions.......................... -- 67,791 --
--------- --------- ---------
Net cash used in investing activities...................... (339,189) (2,669) (41,719)
--------- --------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Ordinary Shares.............. -- -- 42,535
Proceeds from employee stock options exercised............. 13,967 21,360 --
Payments under short-term finance arrangements............. (20,000) (284,464) (395,345)
Borrowings under short-term finance arrangements........... -- 301,933 306,161
Net proceeds from issue of long-term convertible notes..... 488,000 -- --
Principal payments on capital lease obligations............ (10,067) (6,622) (4,150)
--------- --------- ---------
Net cash provided by (used in) financing activities........ 471,900 32,207 (50,799)
--------- --------- ---------
Net increase in cash and cash equivalents.................. 470,698 317,126 59,785
Cash and cash equivalents at beginning of year............. 402,300 85,174 25,389
--------- --------- ---------
Cash and cash equivalents at end of year................... $ 872,998 $ 402,300 $ 85,174
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
AMDOCS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
(IN THOUSANDS)
YEAR ENDED SEPTEMBER 30,
---------------------------
2001 2000 1999
------- ------- -------
SUPPLEMENTARY CASH FLOW INFORMATION
Interest and Income Taxes Paid
Cash paid for:
Income taxes, net of refunds........................... $77,429 $49,262 $38,369
Interest............................................... 2,901 2,614 6,393
NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital lease obligations of $13,116, $15,732 and $14,853 were incurred
during the years ended September 30, 2001, 2000 and 1999, respectively, when the
Company (as defined below) entered into lease agreements for vehicles.
In fiscal 2000, the Company issued 6,461 Ordinary Shares and options to
acquire 1,103 Ordinary Shares in connection with the acquisition of ITDS (as
defined below). The Company issued 13,846 exchangeable shares and options to
acquire 1,654 Ordinary Shares in connection with the acquisition of Solect (as
defined below). See Note 3.
As of September 30, 1999, the Company incurred stock issuance costs of
$1,153, which had not been paid as of that date. Such costs were paid during
fiscal year 2000.
The accompanying notes are an integral part of these consolidated financial
statements
F-7
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1 -- NATURE OF ENTITY
Amdocs Limited (the "Company") is a leading provider of software products
and services to the communications industry. The Company and its subsidiaries
operate in one business segment, providing business support systems and related
services for the communications industry. The Company designs, develops,
markets, supports and operates information system solutions for communications
companies throughout the world.
The Company is a Guernsey corporation, which directly or indirectly holds
several wholly-owned subsidiaries in the Asia-Pacific region, Australia, Europe,
Israel, Latin America and North America. The Company's customers are mainly in
North America, Europe, Latin America and the Asia-Pacific region. During fiscal
2001, the Company derived approximately 54 percent of its revenue from North
America. The Company's main production and operating facilities are located in
Israel, the United States, Ireland, Canada and Cyprus.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States.
CONSOLIDATION
The financial statements include the accounts of the Company and all its
subsidiaries, which are wholly-owned. All significant intercompany transactions
and balances have been eliminated in consolidation.
FUNCTIONAL CURRENCY
The U.S. dollar is the functional currency for the Company and its
subsidiaries, as the U.S. dollar is the predominant currency of the Company's
revenue and expenses.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and short-term interest-bearing
investments with insignificant interest rate risk and original maturities of 90
days or less.
INVESTMENTS
From time to time the Company invests in short-term interest-bearing
investments. 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 federal agency securities and corporate bonds,
which are stated at market value. Unrealized gains and losses are comprised of
the difference between market value and amortized costs of such securities and
are reflected, net of tax, as other comprehensive income (loss) 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.
The Company also has certain investments in non-publicly traded companies.
These investments are included in other noncurrent assets in the Company's
balance sheet and are generally carried at cost. The Company monitors these
investments for impairment and makes appropriate reductions in carrying values
if necessary.
F-8
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
EQUIPMENT, VEHICLES AND LEASEHOLD IMPROVEMENTS
Equipment, vehicles and leasehold improvements are stated at cost. Assets
under capital leases are recorded at the present value of the future minimum
lease payments at the date of acquisition. Depreciation is computed using the
straight-line method over the estimated useful life of the asset, which ranges
from 2 to 10 years and includes the amortization of assets under capitalized
leases. Leasehold improvements are amortized over the shorter of the estimated
useful lives or the term of the lease. Management reviews property and equipment
and other long-lived assets on a periodic basis to determine whether events or
changes in circumstances indicate that the carrying amount of such assets may
not be recoverable.
GOODWILL AND OTHER INTANGIBLE ASSETS
The total purchase price of product line or business acquisitions accounted
for using the purchase method is allocated first to identifiable assets and
liabilities based on estimated fair values. The excess of the purchase price
over the fair value of net assets of purchased businesses is recorded as
goodwill. Goodwill is amortized on a straight-line basis over its estimated
useful life.
Other intangible assets consist of purchased computer software,
intellectual property rights, core technology, workforce-in-place and customer
base.
Purchased computer software is reported at the lower of amortized cost or
net realizable value, and is amortized over its estimated useful life based on
the pro-rata amount of the future revenue expected to be realized from the
software. This accounting policy results in amortization of purchased computer
software on a basis faster than the straight-line method.
Intellectual property rights, core technology, workforce-in-place and
customer base acquired by the Company are amortized over their estimated useful
lives on a straight-line basis.
Periodically, the Company considers whether there are indicators of
impairment that would require the evaluation of the net realizable value of
goodwill and other intangible assets in comparison to their carrying value. Any
impairment would be recognized when the expected future operating cash flows
derived from such intangible assets is less than their carrying value.
COMPREHENSIVE INCOME
The Company accounts for comprehensive income under the provisions of
Statement of Financial Standards (SFAS) No. 130, "Reporting Comprehensive
Income", which established standards for the reporting and display of
comprehensive income and its components. Comprehensive income 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.
INCOME TAXES
The Company records deferred income taxes to reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and for tax purposes. Deferred taxes are computed
based on tax rates anticipated to be in effect (under applicable laws at the
time the financial statements are prepared) when the deferred taxes are expected
to be paid or realized. A valuation allowance is provided for deferred tax
assets if it is more likely than not these items will either expire before the
Company is able to realize their benefit, or that future deductibility is
uncertain. In the
F-9
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
event that a valuation allowance relating to business acquisitions is
subsequently reduced, the adjustment will reduce the original amount allocated
to goodwill.
Deferred tax liabilities and assets are classified as current or noncurrent
based on the classification of the related asset or liability for financial
reporting, or according to the expected reversal dates of the specific temporary
differences, if not related to an asset or liability for financial reporting,
and also include anticipated withholding taxes due on subsidiaries' earnings
when paid as dividends to the Company.
REVENUE RECOGNITION
The Company usually sells its software as part of an overall solution
offered to a customer, in which significant customization and modification to
the Company's software generally is required. As a result, revenue generally is
recognized over the course of these long-term projects in conformity with
Accounting Research Bulletin (ARB) No. 45 "Long Term Construction Type
Contracts", Statement of Position (SOP) 81-1 "Accounting for Performance of
Construction Type and Certain Production Type Contracts" and SOP 97-2 "Software
Revenue Recognition". Initial license fee for software revenue is recognized as
work is performed, under the percentage of completion method of accounting.
Subsequent license fee revenue is recognized upon completion of the specified
conditions in each contract. Service revenue that involves significant ongoing
obligations, including fees for customization, implementation and modification,
is recognized as work is performed, under the percentage of completion method of
accounting. Software revenue that does not require significant customization and
modification, is recognized upon delivery, in accordance with the principles
emphasized in Staff Accounting Bulletins (SAB) 101 "Revenue Recognition in
Financial Statements" and SOP 97-2. In outsourcing contracts, revenue from
operation and maintenance of customers' billing systems is recognized in the
period in which the bills are produced. Revenue from ongoing support is
recognized as work is performed. Revenue from third-party hardware and software
sales is recognized upon delivery, and recorded at gross or net amount according
to the criteria established in Emerging Issues Task Force (EITF) 99-19
"Recording Revenue Gross as a Principal versus Net as an Agent" and SAB 101.
Maintenance revenue is recognized ratably over the term of the maintenance
agreement, which in most cases is one year or less. Losses are recognized on
contracts in the period in which the liability is identified. As a result of a
substantial portion of our revenue being subject to the percentage of completion
accounting policies, the Company's annual and quarterly operating results may be
significantly affected by the size and timing of customer projects and the
Company's progress in completing such projects.
Deferred revenue represents billings to customers for licenses, services
and third-party products for which revenue has not been recognized. Unbilled
accounts receivable include all amounts that had not been billed as of the
balance sheet date due to their not being billable under contractual or other
arrangements with customers.
Included in service revenue are sales of third-party products. Revenue from
sales of such products includes third-party computer hardware and computer
software products and was less than 10 percent of total revenue in each of
fiscal 2001, 2000 and 1999.
COST OF LICENSE AND COST OF SERVICE
Cost of license and service consists of all costs associated with providing
services to customers, including warranty expense. Estimated costs related to
warranty obligations are initially provided at the time the product is delivered
and are revised to reflect subsequent changes in circumstances and estimates.
Cost of license includes royalty payments to software suppliers, amortization of
purchased computer software and intellectual property rights.
F-10
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Included in cost of service are costs of third-party products associated
with reselling third-party computer hardware and computer software products to
customers, when revenue from third-party products is recognized at gross amount.
Customers purchasing third-party products from the Company generally do so in
conjunction with the purchase of services.
RESEARCH AND DEVELOPMENT
Research and development expenditures consist of costs incurred in the
development of new software modules and product offerings, either in conjunction
with customer projects or as part of the Company's internal product development
programs. Research and development costs, which are in conjunction with a
customer project, are expensed as incurred.
Based on the Company's product development process, technological
feasibility, as defined in SFAS No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed", is established upon
completion of a detailed program design or, in the absence thereof, completion
of a working model. Costs incurred by the Company after achieving technological
feasibility and before the product is ready for customer release have been
insignificant.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees". Pursuant to this accounting standard, the Company records
deferred compensation for share options granted to employees at the date of
grant based on the difference between the exercise price of the options and the
market value of the underlying shares at that date. Deferred compensation is
amortized to compensation expense over the vesting period of the underlying
options. No compensation expense is recorded for stock options that are granted
to employees and directors at an exercise price equal to the fair market value
of the Ordinary Shares at the time of the grant. See Note 19 for pro forma
disclosures required in accordance with SFAS No. 123, "Accounting for
Stock-Based Compensation". Compensation expenses that are deductible in a tax
return in a period different from the one in which they are reported as expenses
in measuring net income are temporary differences that result in deferred taxes.
To the extent that compensation is not recorded for stock-based compensation,
the benefit of the related tax deduction is recorded as an increase to
additional paid-in capital in the period of the tax reduction.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The financial instruments of the Company consist mainly of cash and cash
equivalents, short-term interest-bearing investments, accounts receivable,
short-term financing arrangements, forward exchange contracts, lease obligations
and convertible notes. In view of their nature, the fair value of the financial
instruments, excluding the convertible notes, included in the accounts of the
Company does not significantly vary from their carrying amount. The fair values
of the Company's foreign currency exchange contracts are estimated based on
quoted market prices of comparable contracts.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of trade receivables. The Company invests its
excess cash primarily in highly liquid U.S. dollar-denominated securities with
major U.S. and U.K. institutions. The Company does not expect any credit losses
in respect of these items. The Company's revenue is generated primarily in North
America and Europe and to a lesser extent in the Asia-Pacific region and Latin
America. Most customers are among
F-11
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
the largest communications and directory publishing companies in the world (or
are owned by them). The Company performs ongoing credit analyses of its customer
base and generally does not require collateral.
EARNINGS PER SHARE
The Company accounts for earnings per share based on SFAS No. 128 "Earnings
per Share". SFAS No. 128 requires companies to compute earnings per share under
two different methods, basic and diluted earnings per share, and to disclose the
methodology used for the calculations. Basic earnings per share is calculated
using the weighted average number of shares outstanding during the period.
Diluted earnings per share is computed on the basis of the weighted average
number of shares outstanding and the effect of the dilutive outstanding stock
options using the treasury stock method and the effect of the dilutive
outstanding convertible notes using the if-converted method.
DERIVATIVES AND HEDGING
The Company accounts for derivatives and hedging based on SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
requires the Company to recognize all derivatives on the balance sheet at fair
value. If the derivative meets the definition of a hedge and is so designated,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value is recognized in
earnings.
RECLASSIFICATIONS
Certain amounts in prior years' financial statements have been reclassified
to conform to the current year's presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. The Company's most significant estimates are related to contract
accounting estimates used to recognize revenue under the percentage of
completion method of accounting. Actual results could differ from those
estimates.
NOTE 3 -- ACQUISITIONS
ITDS
On November 30, 1999, the Company completed a stock-for-stock acquisition
of International Telecommunication Data Systems, Inc. ("ITDS"), a leading
provider of solutions to communications companies for outsourcing of billing
operations. The total purchase price of $189,034, based on a per share price of
$28.25 for the Company's Ordinary Shares, included issuance of 6,461 Ordinary
Shares, the grant of options to purchase 1,103 Ordinary Shares 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 Company's balance sheet and the results of ITDS' operations are
included in the Company's consolidated statement of income, commencing on
December 1, 1999. The value of acquired technology, 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
F-12
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
method, which considered the present value of cash flows by product lines. The
fair value of core technology was valued at $12,342 and is being amortized over
approximately two years commencing on December 1, 1999. Purchased in-process
research and development, valued at $19,876, was charged as an expense
immediately following the completion of the acquisition since this technology
had not reached technological feasibility and had 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 commencing on December
1, 1999. The excess of the purchase price over the fair value of the net assets
acquired, or goodwill, of $71,154 is being amortized over 15 years commencing on
December 1, 1999.
SOLECT
On April 5, 2000, the Company completed a stock-for-stock acquisition of
Solect Technology Group Inc. ("Solect"), 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 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 $1,087,711, based on a per share
price of $69.875 for the Company's Ordinary Shares, included both the issuance
of 13,846 exchangeable shares, the grant of options to purchase 1,654 Ordinary
Shares, as well as transaction costs. 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 Company's balance sheet and the results of
Solect's operations are included in the Company's consolidated statement of
income, commencing on April 6, 2000. The value of acquired technology, 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 considered the present value of cash
flows by product lines. The fair value of core technology was valued at $18,259
and is being amortized over two years commencing on April 6, 2000. Purchased
in-process research and development, valued at $50,443, was charged as an
expense immediately following the completion of the acquisition since this
technology had not reached technological feasibility and had no alternative use.
This technology required varying additional development, coding and testing
efforts before technological feasibility could be determined. The fair value of
customer base was valued at $1,211 and the fair value of workforce-in-place was
valued at $3,259, each of which is being amortized over three years commencing
on April 6, 2000. The excess of the purchase price over the fair value of net
assets acquired, or goodwill, of $986,160 is being amortized over five years
commencing on April 6, 2000.
Set forth below is the unaudited pro forma revenue, operating income
(loss), net loss and loss per share figures for the years ended September 30,
1999 and 2000, as if ITDS and Solect had been acquired
F-13
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
as of October 1, 1998, excluding the write-off of purchased in-process research
and development and other indirect acquisition-related costs:
YEAR ENDED SEPTEMBER 30,
-------------------------
2000 1999
------------ ----------
Revenue............................................... $1,152,783 $775,653
Operating income (loss)............................... 41,516 (43,744)
Net loss.............................................. (25,516) (97,933)
Basic loss per share.................................. (0.12) (0.45)
Diluted loss per share................................ (0.12) (0.45)
NOTE 4 -- RELATED PARTY TRANSACTIONS
The following related party balances are included in the balance sheet:
AS OF SEPTEMBER 30,
--------------------
2001 2000
--------- --------
Accounts receivable, including unbilled of $4,479 and $0
in 2001 and 2000, respectively......................... $104,096 $27,116
Other noncurrent assets(*)............................... 7,827 --
---------------
(*) Consists of convertible debentures issued to the Company. See Note 8.
The following related party transactions are included in the statements of
income:
YEAR ENDED SEPTEMBER 30,
-----------------------------
2001 2000 1999
-------- -------- -------
Revenue(1):
License...................................... $ 37,356 $ 15,888 $ 743
Service...................................... 264,278 144,859 98,761
Operating expenses(2):
Cost of service.............................. 3,232 2,814 2,656
Selling, general and administrative.......... 663 700 570
Interest income and other, net(3).............. 89 -- --
---------------
(1) The Company licenses software and provides computer systems integration and
related services to several affiliates of a significant shareholder of the
Company.
(2) The Company leases office space in Israel on a month-to-month basis and
purchases other miscellaneous support services from affiliates of certain
shareholders.
(3) Interest on convertible debentures issued to the Company. See Note 8.
NOTE 5 -- COMPENSATING BALANCES
The Company was required to maintain compensating cash balances of $4,818
and $4,777 as of September 30, 2001 and 2000, respectively, relating to letters
of credit and bank guarantees.
F-14
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 6 -- SHORT-TERM INTEREST-BEARING INVESTMENTS
Short-term interest-bearing investments consist of the following as of
September 30, 2001:
AMORTIZED MARKET
COST VALUE
--------- --------
Federal agency.......................................... $192,095 $193,537
Corporate bonds......................................... 29,692 30,468
Commercial papers....................................... 13,053 13,064
-------- --------
234,840 237,069
Allowance for unrealized income......................... 2,229 --
-------- --------
Total......................................... $237,069 $237,069
======== ========
As of September 30, 2001, short-term interest-bearing investments had the
following maturity dates:
MARKET
VALUE
--------
2002........................................................ $181,602
2003........................................................ 35,891
2004........................................................ 18,447
2005........................................................ 1,129
--------
Total............................................. $237,069
========
NOTE 7 -- EQUIPMENT, VEHICLES AND LEASEHOLD IMPROVEMENTS, NET
Components of equipment, vehicles and leasehold improvements, net are:
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Computer equipment...................................... $171,155 $110,583
Vehicles furnished to employees......................... 54,140 44,766
Leasehold improvements.................................. 49,137 30,593
Furniture and fixtures.................................. 31,434 24,297
-------- --------
305,866 210,239
Less accumulated depreciation........................... 132,171 82,158
-------- --------
$173,695 $128,081
======== ========
The Company has entered into various arrangements for the leasing of
vehicles for periods of five years, carrying interest rates of LIBOR plus an
interest rate of 0.5 percent (3.1 percent as of September 30, 2001). The Company
has accounted for these as capital leases and amortization costs have
F-15
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
been included in depreciation expense. Capital lease payments, excluding
interest, due over the next five years are as follows:
FOR THE YEARS ENDED SEPTEMBER 30,
---------------------------------
2002....................................... $10,400
2003....................................... 9,478
2004....................................... 7,712
2005....................................... 5,979
2006....................................... 1,610
NOTE 8 -- INVESTMENT
In January 2001 the Company and Bell Canada formed Certen Inc. ("Certen")
to provide customer care and billing solutions to Bell Canada and some of its
affiliated companies. Certen is owned 90% by Bell Canada and 10% by the Company.
Commencing on the 30-month anniversary of the transaction, convertible
debentures issued by Certen to the Company will be convertible into an
additional 35% ownership interest in Certen. The relative ownership interests of
the shareholders might further be modified through the exercise of a series of
contractual rights, commencing on the 30-month anniversary of the transaction.
The Company will provide the customer care and billing software required by
Certen, including customization, installation, maintenance and other services.
The Company accounts for the investment in Certen under the cost method.
NOTE 9 -- GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill and other intangible assets, net are:
ESTIMATED
USEFUL LIFE AS OF SEPTEMBER 30,
(IN -----------------------
YEARS) 2001 2000
----------- ---------- ----------
Goodwill............................................ 5-15 $1,057,314 $1,057,466
Intellectual property rights and purchased computer
software.......................................... 2-10 77,358 74,107
Other intangible assets............................. 3-5 12,403 12,403
---------- ----------
1,147,075 1,143,976
Less accumulated amortization....................... 358,888 132,923
---------- ----------
$ 788,187 $1,011,053
========== ==========
F-16
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 10 -- OTHER NONCURRENT ASSETS
Other noncurrent assets consist of the following:
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Funded personnel benefit costs.............................. $33,624 $25,913
Noncurrent investments, at cost (*)......................... 6,964 9,250
Noncurrent investment in convertible debentures............. 7,827 --
Convertible notes issuance cost, net........................ 10,667 --
Other....................................................... 11,871 11,982
------- -------
$70,953 $47,145
======= =======
---------------
(*) In fiscal 2001, the Company recorded charges of $6,750 to adjust the
carrying value of four investments it has made. The Company continues to
monitor the economic and financial aspects of its remaining interests in
these investments.
NOTE 11 -- INCOME TAXES
The provision for income taxes consists of the following:
YEAR ENDED SEPTEMBER 30,
----------------------------
2001 2000 1999
-------- ------- -------
Current................................................. $110,163 $80,076 $46,258
Deferred................................................ 5,018 (1,196) (4,026)
-------- ------- -------
$115,181 $78,880 $42,232
======== ======= =======
All income taxes are from continuing operations reported by the Company in
the applicable taxing jurisdiction. Income taxes also include anticipated
withholding taxes due on subsidiaries' earnings when paid as dividends to the
Company.
Deferred income taxes are comprised of the following components:
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Deferred tax assets:
Deferred revenue........................................ $18,033 $19,560
Accrued personnel costs................................. 20,589 15,733
Computer software and intellectual property............. 6,553 3,496
Net operating loss carry forwards....................... 30,358 19,139
Other................................................... 10,275 5,259
Valuation allowances.................................... (27,907) (16,743)
------- -------
Total deferred tax assets....................... 57,901 46,444
------- -------
F-17
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Deferred tax liabilities:
Anticipated withholdings on subsidiaries' earnings...... (32,730) (17,391)
Intangible assets, computer software and intellectual
property............................................. (7,410) (11,191)
Other................................................... (2,185) (500)
------- -------
Total deferred tax liabilities.................. (42,325) (29,082)
------- -------
Net deferred tax assets................................... $15,576 $17,362
======= =======
The effective income tax rate varied from the statutory Guernsey tax rate
as follows:
YEAR ENDED
SEPTEMBER 30,
------------------
2001 2000 1999
---- ---- ----
Statutory Guernsey tax rate................................ 20% 20% 20%
Guernsey tax-exempt status................................. (20) (20) (20)
Foreign taxes.............................................. 30 30 30
Effect of acquisition-related costs........................ 33 19 --
--- --- ---
Effective income tax rate.................................. 63% 49% 30%
=== === ===
In fiscal 2001, the Company incurred non-deductible goodwill amortization
related to the acquisitions of ITDS and Solect, and in fiscal 2000 also certain
non-tax deductible indirect acquisition-related costs. As a result, the
Company's effective income tax rate in 2001 and 2000 (based on the ratio between
income taxes and income before income taxes, excluding nonrecurring charges for
write-offs of purchased in-process research and development and other indirect
acquisition-related costs) is significantly higher than the 1999 effective
income tax rate.
As of September 30, 2001, the Company had approximately $60,000 of Canadian
net operating loss carry-forwards, most of which were acquired in the Solect
transaction. The net operating loss carry-forwards will expire within four to
ten years. Given the uncertainty of the realization of these assets through
future taxable earnings, a valuation allowance of $27,907 has been recorded.
NOTE 12 -- SHORT-TERM FINANCING ARRANGEMENTS
The Company's financing transactions are described below:
The Company had a revolving line of credit from several commercial banks of
up to $100,000, which expired on June 30, 2001.
According to agreements with several commercial banks, the Company may
borrow up to $40,000 under short-term credit lines. The short-term credit lines
bear a variable interest rate. For most of fiscal 2001 and as of September 30,
2001, there was no outstanding balance under any of these credit lines.
According to agreements with several commercial banks, the Company may use
credit facilities up to $22,600 limited for the use of letters of credit and
bank guarantees. As of September 30, 2001, the Company had utilized from these
credit facilities and from compensating cash balances approximately $22,900 to
support letters of credit and bank guarantees.
Subsequent to the balance sheet date, the Company entered into an
additional credit facility limited for the use of bank guaranties and letters of
credit totaling $20,000 from a commercial bank.
F-18
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 13 -- CONVERTIBLE NOTES
In May 2001 the Company issued to qualified institutional buyers $500,000
aggregate principal amount of 2% Convertible Notes due June 1, 2008 (the
"Notes"). On September 25, 2001, following a shelf registration on Form F-3, the
Notes began trading in the public market. The Company is obligated to pay
interest on the Notes semi-annually on June 1 and December 1 of each year. The
Notes are senior unsecured obligations of the Company and rank equal in right of
payment with all existing and future senior unsecured indebtedness of the
Company. The Notes are convertible, at the option of the holders at any time
before the maturity date, into Ordinary Shares at a conversion rate of 10.8587
shares per one thousand dollars principal amount, subject to adjustment in
certain events. The Notes are subject to redemption at any time on or after June
1, 2006, all or in part, at the option of the Company, at a redemption price of
100% of the principal amount plus accrued and unpaid interest; and are subject
to repurchase, at the holders' option, on June 1, 2004 and June 1, 2006, at a
repurchase price equal to 100% of the principal amount plus accrued and unpaid
interest, if any, on such repurchase date. The Company may choose to pay the
repurchase price in cash, Ordinary Shares or a combination of cash and Ordinary
Shares. As of September 30, 2001 all of the Notes were outstanding.
NOTE 14 -- OTHER NONCURRENT LIABILITIES
Other noncurrent liabilities consist of the following:
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Accrued personnel costs................................... $62,663 $49,313
Long-term forward exchange obligations.................... 2,265 2,987
Other..................................................... 3,252 1,504
------- -------
$68,180 $53,804
======= =======
NOTE 15 -- INTEREST INCOME (EXPENSE) AND OTHER, NET
Interest income (expense) and other, net consists of the following:
YEAR ENDED SEPTEMBER 30,
---------------------------
2001 2000 1999
------- ------- -------
Interest income.................................. $33,042 $14,274 $ 1,680
Interest expense................................. (8,678) (2,528) (5,654)
Other, net....................................... (2,078) (1,012) (2,249)
------- ------- -------
$22,286 $10,734 $(6,223)
======= ======= =======
F-19
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 16 -- COMMITMENTS
The Company leases office space under non-cancelable operating leases in
various countries in which it does business. Future minimum lease payments
required for the five-year period beginning October 1, 2001 are as follows:
FOR THE YEARS ENDED SEPTEMBER 30,
---------------------------------
2002...................................... $ 36,407
2003...................................... 33,915
2004...................................... 30,596
2005...................................... 28,750
2006...................................... 27,050
--------
$156,718
========
Rent expense was approximately $31,600, $20,400 and $12,600 for 2001, 2000
and 1999, respectively.
NOTE 17 -- EMPLOYEE BENEFITS
The Company accrues severance pay for the employees of its Israeli
operations in accordance with Israeli law and certain employment procedures on
the basis of the latest monthly salary paid to these employees and the length of
time that they have worked for the Israeli operations. The severance pay
liability, which is included in other noncurrent liabilities, is partially
funded by amounts on deposit with insurance companies, which are included in
other noncurrent assets. Severance expenses were approximately $17,242, $17,614
and $9,200 for 2001, 2000 and 1999, respectively.
The Company sponsors defined contribution plans covering certain employees
in the U.S., U.K. and Canada. The plans provide for Company matching
contributions based upon a percentage of the employees' voluntary contributions.
The Company's 2001, 2000 and 1999 plan contributions were not significant.
NOTE 18 -- CAPITAL TRANSACTIONS
The following are details of the Ordinary Shares outstanding:
AS OF SEPTEMBER 30,
-------------------
2001 2000
-------- --------
Voting Ordinary Shares.................................... 211,849 198,029
Non-Voting Ordinary Shares................................ 10,779 23,136
------- -------
222,628 221,165
======= =======
All the Non-Voting Ordinary Shares are held by a single shareholder. Under
the Company's Articles of Association, upon the transfer or sale of such shares
to another party, the shares automatically convert to Voting Ordinary Shares.
The Company's capital transactions are described below:
On June 7, 1999, the Company and certain shareholders of the Company
completed a public offering pursuant to which the Company sold 2,000 Ordinary
Shares. The net proceeds to the Company, after deduction of underwriting
discounts and offering expenses, amounted to $41,384.
F-20
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
On November 30, 1999 the Company issued 6,461 Ordinary Shares in connection
with the acquisition of ITDS. On April 5, 2000 the Company issued 13,846
exchangeable shares in connection with the acquisition of Solect. See Note 3.
Total proceeds from the exercise of employee stock options amounted to
$13,967 and $21,360 in fiscal 2001 and 2000, respectively.
NOTE 19 -- STOCK OPTION AND INCENTIVE PLAN
In January 1998, the Company first adopted, and in each of January 1999,
January 2000 and January 2001 the Company has amended, the Amdocs Limited 1998
Stock Option and Incentive Plan ("the Plan"). Under the provisions of the Plan,
32,300 Ordinary Shares are available to be granted to officers, directors,
employees and consultants. Such options fully vest over one to nine years and
have a term of ten years.
On November 30, 1999, the Company issued additional options to purchase
1,103 Ordinary Shares in connection with the acquisition of ITDS to replace
issued ITDS options. On April 5, 2000, the Company issued additional options to
purchase 1,654 Ordinary Shares in connection with the acquisition of Solect to
replace issued Solect options. See Note 3.
The following table summarizes information about share options, as well as
changes during the years ended September 30, 2001, 2000 and 1999:
WEIGHTED
NUMBER OF AVERAGE
SHARE EXERCISE
OPTIONS PRICE
--------- --------
Outstanding as of October 1, 1998........................ 3,519.6 $ 3.93
Granted.................................................. 2,752.6 21.67
Exercised................................................ -- --
Forfeited................................................ (35.3) 6.23
--------
Outstanding as of September 30, 1999..................... 6,236.9 11.75
Granted.................................................. 4,948.7 52.82
Options exchanged in acquisitions........................ 2,756.7 18.24
Exercised................................................ (2,057.5) 10.38
Forfeited................................................ (656.7) 30.11
--------
Outstanding as of September 30, 2000..................... 11,228.1 30.62
Granted.................................................. 5,745.2 50.15
Exercised................................................ (1,462.8) 9.73
Forfeited................................................ (1,359.3) 49.59
--------
Outstanding as of September 30, 2001..................... 14,151.2 38.89
========
F-21
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes information about share options outstanding
as of September 30, 2001:
OUTSTANDING AS OF SEPTEMBER 30, 2001 EXERCISABLE AS OF SEPTEMBER 30, 2001
---------------------------------------------------------------- ------------------------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
EXERCISE NUMBER CONTRACTUAL LIFE EXERCISE NUMBER WEIGHTED AVERAGE
PRICE OUTSTANDING (IN YEARS) PRICE EXERCISABLE EXERCISE PRICE
-------------------- ----------- ---------------- -------- -------------- -------------------
$ 0 - 3.01 1,507.9 6.77 $ 2.01 553.4 $ 2.00
8.75 - 16.75 1,191.6 7.28 11.49 437.4 11.41
20.85 - 27.82 2,068.3 8.15 24.08 272.0 23.05
30.94 - 38.00 1,781.5 8.69 34.82 5.8 31.37
38.30 - 47.25 2,322.1 9.43 43.61 101.0 41.05
47.90 - 65.01 4,356.4 8.94 59.11 190.7 62.95
65.25 - 93.49 923.4 8.81 71.34 37.9 71.96
The following table summarizes information about share options outstanding
as of September 30, 2000:
OUTSTANDING AS OF SEPTEMBER 30, 2000 EXERCISABLE AS OF SEPTEMBER 30, 2000
---------------------------------------------------------------- ------------------------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
EXERCISE NUMBER CONTRACTUAL LIFE EXERCISE NUMBER WEIGHTED AVERAGE
PRICE OUTSTANDING (IN YEARS) PRICE EXERCISABLE EXERCISE PRICE
-------------------- ----------- ---------------- -------- -------------- -------------------
$ 0 - 3.01 2,384.4 7.68 $ 1.92 640.7 $ 1.85
8.75 - 16.75 1,659.3 8.22 11.39 261.5 9.27
18.70 - 28.05 1,990.5 8.72 23.56 88.3 24.37
28.06 - 37.40 1,452.3 9.15 33.63 20.1 31.63
37.41 - 46.74 205.9 7.10 41.39 125.9 41.74
53.19 - 65.44 2,678.5 9.74 59.09 44.8 64.32
65.45 - 93.49 857.2 9.51 70.82 100.3 71.96
The weighted average grant-date fair value of the 5,754.2 and 4,948.7
options granted amounted to $23.07 and $35.71 for 2001 and 2000, respectively,
per option. The Company utilized the Black-Scholes option-pricing model to
estimate fair value, utilizing the following assumptions for the year (all in
weighted averages):
YEAR ENDED SEPTEMBER 30,
---------------------------
2001 2000 1999
----- ----- -----
Risk-free interest rate.............................. 5.15% 5.75% 5.31%
Expected life of options............................. 9.52 9.51 7.3
Expected annual volatility........................... 0.660 1.086 0.550
Expected dividend yield.............................. None None None
F-22
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Had compensation cost for the Company's options been determined based on
fair value at the grant dates for awards made in 2001, 2000 and 1999 in
accordance with SFAS 123, the Company's pro forma net income (loss) and earnings
(loss) per share would have been as follows:
YEAR ENDED SEPTEMBER 30,
----------------------------
2001 2000 1999
------- -------- -------
Pro forma net income (loss)..................... $(3,502) $(23,022) $92,624
Pro forma diluted earnings (loss) per share..... (0.02) (0.11) 0.46
NOTE 20 -- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
YEAR ENDED SEPTEMBER 30,
------------------------------
2001 2000 1999
-------- -------- --------
Numerator:
Net income.................................. $ 66,386 $ 5,978 $ 98,543
======== ======== ========
Denominator:
Denominator for basic earnings per share --
weighted average number of shares
outstanding (*).......................... 222,002 212,005 197,436
Effect of dilutive stock options granted.... 4,830 4,930 2,826
-------- -------- --------
Denominator for dilutive earnings per
share -- adjusted weighted average shares
and assumed conversions(*)............... 226,832 216,935 200,262
======== ======== ========
Basic earnings per share...................... $ 0.30 $ 0.03 $ 0.50
======== ======== ========
Diluted earnings per share.................... $ 0.29 $ 0.03 $ 0.49
======== ======== ========
---------------
(*) The weighted average number of shares outstanding includes the Solect
exchangeable shares.
The effect of the Notes on diluted earnings per share was anti-dilutive for
the year ended September 30, 2001, and therefore was not included in the
calculation above.
NOTE 21 -- SEGMENT INFORMATION AND SALES TO SIGNIFICANT CUSTOMERS
The Company and its subsidiaries operate in one business segment, providing
business support systems and related services for the communications industry.
F-23
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
GEOGRAPHIC INFORMATION
The following is a summary of revenue and long-lived assets by geographic
area. Revenue is attributed to geographic region based on the location of the
customers.
YEAR ENDED SEPTEMBER 30,
----------------------------------
2001 2000 1999
---------- ---------- --------
REVENUE
North America.............................. $ 825,309 $ 510,129 $226,387
Europe..................................... 549,106 474,300 261,726
Other...................................... 159,495 133,891 138,742
---------- ---------- --------
Total...................................... $1,533,910 $1,118,320 $626,855
========== ========== ========
LONG-LIVED ASSETS
North America(*)........................... $ 866,846 $1,041,383 $ 35,228
Israel(**)................................. 88,794 85,518 61,472
Other...................................... 43,571 33,466 18,772
---------- ---------- --------
Total...................................... $ 999,211 $1,160,367 $115,472
========== ========== ========
---------------
(*) Primarily goodwill, computer software and intellectual property rights.
(**) Primarily computers and vehicles.
REVENUE AND CUSTOMER INFORMATION
Customer care and billing, customer relationship management or CRM, and
order management systems (collectively, "CC&B") include systems for wireline,
wireless, broadband, electronic and mobile commerce and IP services. Directory
includes directory sales and publishing systems for publishers of both
traditional printed yellow pages and white pages directories and electronic
Internet directories.
YEAR ENDED SEPTEMBER 30,
----------------------------------
2001 2000 1999
---------- ---------- --------
CC&B....................................... $1,379,654 $ 986,553 $468,216
Directory.................................. 154,256 131,767 158,639
---------- ---------- --------
Total...................................... $1,533,910 $1,118,320 $626,855
========== ========== ========
F-24
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SALES TO SIGNIFICANT CUSTOMERS
The following table summarizes the percentage of sales to significant
customers groups (when they exceed 10 percent of total revenue for the year).
YEAR ENDED
SEPTEMBER 30,
------------------
2001 2000 1999
---- ---- ----
SBC Communications Inc. group.............................. 13% 13% 16%
Vodafone group............................................. 11 14 (*)
Nextel Communications group................................ 10 (*) (*)
---------------
(*) Less than 10 percent of total revenue
NOTE 22 -- FINANCIAL INSTRUMENTS
The Company enters into forward contracts to sell foreign currency in order
to hedge its exposure associated with most firm commitments from customers in
non-U.S. dollar-based currencies and treats these for accounting purposes as
fair value hedges. The Company also enters into forward contracts in foreign
currency to reduce the exposure associated with estimated receipts from
customers and with anticipated costs (primarily personnel costs), in non-U.S.
dollar-based currencies and treats these as cash flow hedges. The derivative
financial instruments are afforded hedge accounting because they are effective
in managing foreign exchange risks and are appropriately assigned to the
underlying exposures. The Company does not engage in currency speculation.
Generally, the Company measures the differential between forward rates and spot
rates on forward exchange contracts as the inherent ineffectiveness of a hedging
arrangement. Accordingly, changes in the fair value of forward exchange
contracts, which are classified as fair value hedges, offset the change in the
fair value of the hedged item to the extent of the arrangement's effectiveness.
The effective portion of the change in the fair value of forward exchange
contracts, which are classified as cash flow hedges, is recorded as
comprehensive income until the underlying transaction is recognized in earnings.
Forward contracts, which are not designated as hedging instruments under SFAS
No. 133, are used to hedge the impact of the variability in exchange rates on
certain accounts receivables denominated in foreign currencies.
The fair values of the forward derivatives were $(11,298) and $3,016 on
September 30, 2001 and 2000, respectively. The Company currently enters into
forward exchange contracts exclusively with major financial institutions.
During fiscal 2001, there were no significant gains or losses recognized in
earnings for hedge ineffectiveness, and the Company did not recognize in
earnings any significant gains or losses resulting from a hedged firm commitment
that no longer qualified as a fair value hedge.
Derivatives gains and losses, that are included in other comprehensive
income, are reclassified into earnings at the time the forecasted revenue or
operation expenses are recognized. The Company estimates that a $10,258
derivative loss included in other comprehensive income will be reclassified into
earnings within the next twelve months.
F-25
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 23 -- SELECTED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following are details of the unaudited quarterly results of operations
for the three months ended:
SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
------------- -------- --------- ------------
2001
Revenue....................................... $415,447 $404,007 $372,289 $342,167
Operating income.............................. 49,529 44,864 37,356 27,532
Net income.................................... 19,905 18,492 15,413 12,576
Basic and diluted earnings per share.......... 0.09 0.08 0.07 0.06
2000 (*)
Revenue....................................... $315,067 $297,002 $270,745 $235,506
Operating income (loss)....................... 20,955 (39,806) 60,115 32,860
Net income (loss)............................. 12,993 (67,159) 42,863 17,281
Basic earnings (loss) per share............... 0.06 (0.31) 0.21 0.09
Diluted earnings (loss) per share............. 0.06 (0.31) 0.20 0.08
1999
Revenue....................................... $182,716 $164,884 $147,830 $131,425
Operating income.............................. 43,430 37,782 35,625 30,161
Net income.................................... 29,839 25,421 23,141 20,142
Basic and diluted earnings per share.......... 0.15 0.13 0.12 0.10
---------------
(*) In fiscal 2000, the fiscal quarters ended December 31, 1999 and June 30,
2000 included purchased in-process research and development and other
indirect acquisition-related costs of $19,876 and $55,741, respectively.
NOTE 24 -- NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" ("SFAS
141"), and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. The adoption of SFAS 141
will have no impact on the business, results of operations, or financial
condition of the Company.
SFAS 142 is effective for fiscal years beginning after December 15, 2001.
Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized but will be subject to annual impairment tests in
accordance with the Statement. Other intangible assets will continue to be
amortized over their useful lives.
According to the adoption requirements of SFAS 142, the Company has the
option of applying the new standard on accounting for goodwill and other
intangible assets beginning either in the quarter ended on December 31, 2001 or
December 31, 2002. The Company anticipates adopting this Statement in the
quarter ended December 31, 2002. Subsequent to the adoption of the new rules,
the Company will perform the first of the required impairment tests of goodwill
and intangible assets recorded as of the date of adoption and has not yet
determined what the effect of these tests will be on the Company's earnings and
financial position. The Company recorded $202,399 and $102,824, of goodwill
amortization during the years ended September 30, 2001 and 2000, and no goodwill
amortization during the year ended September 30, 1999.
F-26
AMDOCS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 25 -- SUBSEQUENT EVENTS
ACQUISITION
On November 28, 2001, the Company completed its acquisition from Nortel
Networks Corporation of substantially all of the assets of its Clarify business
("Clarify"), a leading provider of CRM software to communications companies and
other enterprise sectors. This acquisition positions the Company as a leading
provider of CRM to the communications industry and reinforces its leadership in
delivering a comprehensive portfolio of business software applications.
The Company acquired Clarify for approximately $200,000 in cash. The
transaction will be accounted for by the purchase accounting method as required
by SFAS 141.
The Company expects to incur a nonrecurring acquisition-related charge in
its first fiscal quarter ending December 31, 2001 to account for certain costs
relating to the acquisition, primarily the write-off of purchased in-process
research and development.
The process of the purchase price allocation will soon be finalized. Total
amounts assigned to the acquired intangible assets and goodwill will be
determined in the purchase price allocation process.
SHARE REPURCHASE PROGRAM
On November 6, 2001, the Company announced that its board of directors had
approved a share repurchase program authorizing the repurchase of up to 11,000
Ordinary Shares, or approximately 5% of the Company's currently outstanding
Ordinary Shares. According to the program, shares may be repurchased from time
to time over the next twelve months on the open market, in privately negotiated
transactions or otherwise, all in accordance with any applicable laws, and at
prices per share as the Company deems appropriate. If any repurchases are made,
the Company intends to fund the repurchases with available funds.
OPERATIONAL EFFICIENCY PLAN
As part of the Company's plan to achieve increased operational efficiency
and to reduce costs, the Company has decided to combine the Stamford,
Connecticut data center with one the Company operates in Champaign, Illinois,
and thereupon to close its Stamford facility. As a direct result of this plan,
the Company expects to incur a nonrecurring charge of between $10,000 to
$15,000, primarily for the write-off of leasehold improvements and rent
obligations, during the first quarter of 2002.
F-27
AMDOCS LIMITED
FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION AT PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
----------- ---------- ---------- ---------- ---------- ----------
Allowances for doubtful debts....... 6,868 -- -- (3,649) 3,219
Valuation allowances................ 16,743 11,164 -- -- 27,907
S-1
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1. Memorandum and Articles of Association of Amdocs Limited
(Exhibits 3.1 and 3.2 to Amdocs' Registration Statement on
Form F-1 dated June 19, 1998; Registration No. 333-8826)
3. Voting and Exchange Trust Agreement dated as of April 5,
2000 among Amdocs Limited, Amdocs (Denmark) ApS., Amdocs
Holdings ULC, Solect Technology Group Inc. and The Trust
Company of Bank of Montreal (Exhibit 3 to Amdocs' Annual
Report on Form 20-F for the fiscal year ended September 30,
2000)
4.a.1 Agreement and Plan of Merger dated as of September 3, 1999
among Amdocs Limited, Ivan Acquisition Corp. and
International Telecommunication Data Systems, Inc. (Exhibit
2.1 to Amdocs' Current Report on Form 6-K dated September
10, 1999)
4.a.2 Combination Agreement dated as of February 28, 2000 among
Amdocs Limited, Solect Technology Group Inc., Amdocs
(Denmark) ApS. and Amdocs Holdings ULC (Exhibit 2.1 to
Amdocs' Current Report on Form 6-K dated March 3, 2000)
4.a.3 Acquisition Agreement dated as of October 1, 2001, between
Amdocs Limited and Nortel Networks Corporation. (Exhibit 2.1
to Amdocs' Current Report on Form 6-K dated October 10,
2001)
8. Subsidiaries of Amdocs Limited
10.a.1 Consent of Ernst & Young LLP
10.a.2 Amdocs Limited Press Release dated November 6, 2001