-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FHvG6lR2NN2kQ28GXfCb9j3TIH7XziWZgKNgA9eVIoI9Oq5Y1ebE035rfSuvAwU0 rr0tlfHA+ExjnyBcnVjD2w== 0000008670-95-000013.txt : 19951119 0000008670-95-000013.hdr.sgml : 19951119 ACCESSION NUMBER: 0000008670-95-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951027 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMATIC DATA PROCESSING INC CENTRAL INDEX KEY: 0000008670 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 221467904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05397 FILM NUMBER: 95590585 BUSINESS ADDRESS: STREET 1: ONE ADP BOULVARD CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 2019945000 MAIL ADDRESS: STREET 1: ONE ADP BOULEVARD CITY: ROSELAND STATE: NJ ZIP: 07068 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 27, 1995 Date of Report (Date of earliest event reported) AUTOMATIC DATA PROCESSING, INC. (Exact name of registrant as specified in its charter) Delaware 1-5397 22-14679 (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) (Identification No.) One ADP Boulevard, Roseland, New Jersey 07068 (Address of principal executive offices) Registrant's telephone number, including area code (201) 994-5 (Former name or former address, if changed since last report. The undersigned Registrant hereby amends the following item of its Current Report on Form 8-K which was filed with the Securities and Exchange Commission on November 6, 1995: Item 7. Financial Statements and Exhibits. (a) The financial statements of the acquired business which are required by Item 7(a) of Form 8-K are filed as Exhibit A to this Form 8-K/A. (b) The pro forma financial information relative to the acquired business which is required by Item 7(b) of Form 8-K are filed as Exhibit B to this Form 8-K/A. (c) The following are filed as exhibits to this Form 8-K/A: Exhibit A Financial Statements of the acquired business which are required by Item 7(a) of Form 8-K. - Audited financial statements for the years ended December 31, 1994 and 1993. - Unaudited financial statements for the six months periods ended June 30, 1995 and 1994. Exhibit B Pro Forma Financial Information relative to the acquired business which is required by Item 7(b) of Form 8-K. - Balance sheet as of June 30, 1995. - Income statement as of June 30, 1995. - Notes SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUTOMATIC DATA PROCESSING, INC. (Registrant) By: /s/ James B. Benson Name: James B. Benson Title: Corporate Vice President Date: November 13, 1995 INDEX TO EXHIBITS Exhibit A Financial Statements of the acquired business which are required by Item 7(a) of Form 8-K. - Audited financial statements for the years ended December 31, 1994 and 1993. - Unaudited financial statements for the six months periods ended June 30, 1995 and 1994. Exhibit B Pro Forma Financial Information relative to the acquired business which is required by Item 7(b) of Form 8-K. - Balance sheet as of June 30, 1995. - Income statement as of June 30, 1995. - Notes EX-15 2 EXHIBIT A 1994 Consolidated Accounts GSI Auditor's report on the consolidated accounts To the Associates of GSI-Participations. In accordance with the assignment vested in us by General Meetings of May 23, 1991 and June 24, 1994, we herewith present our report on: .our examination of the consolidated financial statements of GSI-Participations, as appended to this report, .our verification of the Group's management report, with respect to the year ended December 31, 1994. OPINION ON CONSOLIDATED FINANCIAL STATEMENTS In auditing the consolidated financial statements, we have performed such examinations and verifications as we deemed necessary in accordance with generally accepted accounting standards. In our opinion, the consolidated financial statements present fairly the net worth, financial position and earnings of the Group made up of the consolidated companies. SPECIFIC VERIFICATIONS In accordance with generally accepted accounting standards, we have also made the specific verifications required by law. In our opinion, the information in the Group's management report fairly and accurately reflects the consolidated financial statements. Paris, April 20, 1995 The statutory auditors Andre Huet Barbier Frinault & Autres Member of the Worldwide Arthur Andersen Organization, represented by Claude Weill -1- Consolidated balance sheets as at December 31, 1994 and 1993
Assets In FRF thousands December 31, 1994 December 31, 1993 Gross Amortization Net Net amounts and provisions Goodwill (note 3.1) 224,713 (45,775) 178,938 186,100 Other intangibles 96,276 (80,293) 15,983 13,765 Tangible assets (note 3.2) 566,784 (406,344) 160,440 165,675 Investments and other long-term assets (note 3.3) 59,058 (6,981) 52,077 53,357 TOTAL FIXED ASSETS 946,831 (539,393) 407,438 418,897 Inventories and work in progress (note 3.4) 4,161 - 4,161 4,360 Accounts receivable 625,460 (29,184) 596,276 577,330 Other receivables 220,852 (200) 220,652 168,253 Cash and marketable securities 312,260 - 312,260 307,543 Prepaid expenses 49,012 - 49,012 44,641 TOTAL CURRENT ASSETS 1,211,745 (29,384) 1,182,361 1,102,127 TOTAL ASSETS 2,158,576 (568,777) 1,589,799 1,521,024
-2- Liabilities and shareholders' equity In FRF thousands December 31, 1994 December 31, 1993 Share capital (note 3.5) 104,890 104,890 Additional paid-in capital 190,545 190,545 Consolidated retained earnings (note 3.5) 95,225 87,595 Net income for the year (31,617) 33,138 TOTAL SHAREHOLDERS' EQUITY 359,043 416,168 Minority interests 52,475 57,150 Provisions for liabilities and charges (note 3.6) 94,438 59,591 Long-term borrowings (note 3.7) 70,332 75,324 Short-term borrowings (note 3.8) 28,182 36,744 Accounts payable 212,237 199,819 Accrued taxes, compensation and benefits 493,900 441,861 Other liabilities (note 3.9) 91,065 67,649 Deferred income (note 3.10) 188,127 166,718 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,589,799 1,521,024
-3- Consolidated income statements for the years 1994 and 1993
In FRF thousands December 31, 1994 December 31, 1993 Total revenues (note 4.1) 2,605,285 2,588,346 Cost of goods sold 88,062 79,014 Other purchases and external charges 879,230 851,068 Value added 1,637,993 1,658,264 Taxes other than income tax 66,443 63,327 Personnel costs (notes 4.2) 1,412,075 1,390,908 Gross operating income 159,475 204,029 Amortization and provisions-net 88,190 101,390 OPERATING INCOME 71,285 102,639 Interest income-net (note 4.3) 1,790 11,046 Non-current income (note 4.5) (80,886) (3,167) Income on ordinary activities before tax (7,811) 110,518 Employee profit sharing (6,103) (11,183) Income tax (note 4.4) 2,848 (33,707) Net income after tax (11,066) 65,628 Group share (16,765) 52,068 Extraordinary expense - net of tax (note 4.6) (4,211) (9,623) Amortization of goodwill (13,231) (12,953) CONSOLIDATED NET INCOME (28,508) 43,052 Minority interest 3,109 9,914 Group share (31,617) 33,138
-4- Consolidated statement of cash flows for the years 1994 and 1993
In FRF thousands December 31, 1994 December 31, 1993 Operating activities Consolidated net income (28,508) 43,052 Amortization 110,181 102,044 Elimination of capital gains and losses (2,255) 1,206 Cash flow 79,418 146,302 Movements in working capital 74,801 41,149 TOTAL OPERATING ACTIVITIES 154,219 187,451 Investing activities Acquisition of fixed assets (112,593) (105,859) Acquisition of long-term investments (10,715) (1,774) Disposal of fixed assets 16,076 7,834 Net cash resulting from acquisitions and disposals of subsidiaries and activities - (248) TOTAL INVESTING ACTIVITIES (107,232) (100,047) Financing activities Dividend paid (33,472) (31,589) Other movements (574) - TOTAL FINANCING ACTIVITIES (34,046) (31,589) Foreign currency translation differences 2,526 (5,716) Changes in cash and cash equivalents 15,467 50,099 Cash and cash equivalents at the start of the year 206,655 156,556 Cash and cash equivalents at the end of the year 222,122 206,655
-5- Changes in shareholders' equity and minority interests
In FRF thousands Shareholders' Minority Total equity Interests At December 31, 1992 413,567 54,910 468,477 Dividends paid (24,704) (6,885) (31,589) Foreign currency translation differences (5,833) (789) (6,622) 1993 net income 33,138 9,914 43,052 At December 31, 1993 416,168 57,150 473,318 Dividends paid (25,452) (8,020) (33,472) Foreign currency translation differences 205 550 755 Other movements (261) (314) (575) 1994 net income (31,617) 3,109 (28,508) At December 31, 1994 359,043 52,475 411,518
Per share information (group share)
In FRF thousands 1994 1993 Net income after tax (16) 50 Consolidated net income (30) 32 Net assets before distribution 342 397
-6- 1 - Consolidation principles and methods The consolidated financial statements of GSI-Participations have been prepared according to the accounting standards published by the International Accounting Standards Committee (IASC) and conform to French law on consolidated financial statements. 1.1. GROUP STRUCTURE The consolidated financial statements include the financial statements of GSI-Participations and those of its direct and indirect subsidiaries listed in the Appendix. Companies wholly owned by the Group are consolidated using the full consolidation method. The "groupement d'interet economique" (GIE) GSA, 51%-owned by GSI on a joint basis with Steria and Andersen Consulting, is consolidated using the proportional consolidation method. 1.2 GOODWILL Goodwill represents the difference between the acquisition price and the Group share in the underlying unallocated net assets and liabilities of the company acquired. Goodwill is reported separately on the balance sheet. For those acquisitions which represent a major expansion of the Group's activities in terms of expertise or geographical market coverage, goodwill is amortized using the straight line method over a maximum period of 20 years. Only the goodwill on the acquisition of the minority interests on GSI SA is amortized over a 40 year period. Other goodwill is amortized over a shorter period not exceeding 5 years. 1.3 TRANSLATION OF FOREIGN CURRENCIES The balance sheets of foreign subsidiaries are translated into French francs at the exchange rate in effect at the end of the year and their income statements are translated at the average exchange rate for the year. The impact on equity of exchange rate movements from one year to the next has been included directly in consolidated retained earnings. 2- Accounting principles and bases of valuation 2.1 RESEARCH AND DEVELOPMENT EXPENDITURE Expenditure on research and development is written-off in the year in which it occurred. 2.2 INTANGIBLE ASSETS Software and licenses acquired are amortized over a period of 1 to 3 years. Other intangibles are amortized over a maximum period of 5 years. 2.3 PROPERTY, PLANT AND EQUIPMENT Property, plan and equipment are stated at cost. Depreciation is based on the expected useful life and is charged using either the straight line or the declining balance method, depending on the nature of the assets concerned. Computer hardware is depreciated over a period of 2 to 5 years. Other fixed assets (fixtures, furniture, equipment, etc. ) are depreciated over a period of 5 to 10 years. 2.4 DEFERRED TAXES The effects of deferred taxation resulting from temporary differences between the fiscal value and the accounting value of assets and liabilities are recorded in the consolidated financial statements using the liability method. -7- No account is taken in the financial statements of deferred tax assets resulting from tax loss carry forwards,and the temporary timing differences are written off as they arise. 2.5 RETIREMENT BENEFITS Retirement benefits for the employees of companies in France are fully provided for in the balance sheet. The provision is calculated using the discounted present vale of future benefits. Similar rights recognized by subsidiaries outside France are included in the consolidated financial statements. 2.6 ACCOUNTING TREATMENT OF RESULTS ON LONG-TERM CONTRACTS Profits and losses on long-term contracts are recorded using the percentage of completion method. According to this method, revenue and margin are recorded as the contract progresses; losses are fully provided for when they seem probable and the excess or shortfall in invoicing compared with the level of work in progress is recorded as deferred income or income receivable. -8- 3 - Notes to the balance sheet
3.1 GOODWILL In FRF thousands December 31, 1994 December 31, 1993 Gross value 224,713 218,290 Amortization to date (45,775) (32,190) NET VALUE 178,938 186,100
3.2 TANGIBLE ASSETS In FRF thousands
.Gross December Acquisitions Disposals Adjustments December values 31, 1993 in 31, 1994 translation Land and 9,147 59 (90) 171 9,287 buildings Machinery 290,552 49,026 (37,351) 5,550 307,777 and equipment Other 234,594 38,492 (15,077) (8,289) 249,720 fixed assets TOTAL 534,293 87,577 (52,518) (2,568) 566,784 .Amorti- December Charges Write-backs Adjustments December zation 31, 1993 in 31, 1994 translation Land and 2,373 322 (51) 23 2,667 buildings Machinery 208,783 51,289 (32,035) 4,491 232,528 and equipment Other 157,462 30,450 (10,372) (6,391) 171,149 fixed assets TOTAL 368,618 82,061 (42,458) (1,877) 406,344
-9- 3.3 INVESTMENTS AND OTHER LONG-TERM ASSETS In FRF thousands
December 31, 1994 December 31, 1993 Gross Provision for Net Net write down Non- 19,593 (6,981) 12,612 15,556 consoli- dated investments Loans 23,573 - 23,573 23,256 Other 15,892 - 15,892 14,545 TOTAL 59,058 (6,981) 52,077 53,357 Loans include FRF21,259 thousand for non-interest bearing loans in respect of the mandatory national programme to provide housing funds. With effect from 1992, payments to these funds have been written off in the year in which they were made.
3.4 INVENTORIES AND WORK IN PROGRESS Inventories include supplies valued at average purchase cost. 3.5 SHAREHOLDERS' EQUITY .Share capital .Consolidated retained earnings On December 31, 1994, the These reserves mainly represent: capital of GSI-Participations - the translation reserve; was FRF104,890 thousand - non-distributed earnings represented by 1,048,900 retained by consolidated of shares FRF100 each. companies, net of the balance of the 1987 write-off of goodwill. 3.6 PROVISIONS FOR LIABILITIES AND CHARGES In FRF thousands
December 31, 1994 December 31, 1993 Provisions for 10,483 15,882 commercial liabilities and litigation Guarantees and 12,473 17,380 provisions on contracts Retirement benefits 18,679 16,473 (net of tax) Restructuring costs 40,440 - Other 12,363 9,856 TOTAL 94,438 59,591
-10- 3.7 LONG-TERM BORROWINGS In FRF thousands
December 31, 1994 December 31, 1993 Change Loan note 70,332 70,357 (25) Other borrowings - 4,967 (4,967) of over one year TOTAL 70,332 75,324 (4,992)
The loan note issued in 1987 by GSI-Participations is to be redeemed by the end of 1995. 3.8 SHORT-TERM BORROWINGS In FRF thousands
December 31, 1994 December 31, 1993 Change Other borrowings - 1,219 (1,219) of less than one year Bank overdrafts 19,806 24,345 (4,539) Employee profit 8,376 11,180 (2,804) sharing TOTAL 28,182 36,744 (8,562)
3.9 OTHER LIABILITIES 3.10 DEFERRED INCOME This includes advance payments In accordance with the received from customers of accounting treatments of FRF53,892 thousand (FRF49,814 long-term contracts (see thousand at December 31, 1993). note 2.6), this included FRF183 million of income invoiced in advance. 3.11 CONTINGENT LIABILITIES In FRF thousands
December 31, 1994 December 31, 1993 - -Lease and short 114,270 71,648 term rental commitments for computer equipment - -Commitments under 217,886 187,499 property leases - -Other commitments 31,367 27,041
All leases are accounted for as operating expenses. -11- 4 - Notes to the income statement 4.1 ANALYSIS OF TOTAL REVENUES In FRF thousands
December 31, 1994 December 31, 1993 France 1,644,216 1,653,955 Europe (excluding France) 877,469 855,027 Other countries 83,600 79,364 TOTAL 2,605,285 2,588,346
All revenues arise from the computer services sector. The growth of net revenues is 0.7% (2% with a constant Group structure and exchange rates). 4.2 NUMBER OF EMPLOYEES On December 31, 1994 the number of employees was 3,880. The average number of employees during the year was 3,837. 4.3 FINANCIAL INCOME-NET In FRF thousands
December 31, 1994 December 31, 1993 Change Net deposit and 11,815 18,766 (6,951) other income Exchange gains 1,844 6,313 (4,469) Other financial 278 1,635 (1,357) income TOTAL FINANCIAL 13,937 26,714 (12,777) INCOME Interest on loan note 4,200 4,200 0 Exchange losses 2,564 5,739 (3,175) Other financial 5,383 5,729 (346) expense TOTAL FINANCIAL 12,147 15,668 (3,521) FINANCIAL INCOME 1,790 11,046 (9,256)
The decline in financial income is due primarily to a 37% reduction in deposit and other income, caused mainly by lower short-term interest rates in Europe. -12- 4.4 INCOME TAX In FRF thousands
The income tax charge for the year was as follows: December 31, 1994 December 31, 1993 Current taxes (13,109) (44,783) Deferred taxes 14,443 3,644 Distribution tax (1,598) - R & D tax credit 3,112 7,432 TOTAL 2,848 (33,707)
At December 31, 1994 the Group has tax loss carry forwards of some FRF60 million of which FRF5 million can be carried forward indefinitely. 4.5 EXCEPTIONAL EXPENSE 4.6 EXTRAORDINARY EXPENSE The exceptional loss of The loss of FRF4,211 thousand FRF80,886 thousand includes (net of tax) relates restructuring costs amounting to primarily to the cost to FRF66,025 thousand. incurred in the disposal of certain activities. -13- Appendix Group structure at December 31, 1994 and 1993
Legal Form Holding % 1994 1993 .Companies in France Generale de Service SA 99 99 Informatique GSI Division des Banques SA 99 99 GSI Ingenierie et Service SA 99 99 CS Informatic SA 99 99 GSI Transport Tourisme SA 59 59 GSI Finances SA 99 99 GSI Entreprise-Centre Francais de Recherche Operationnelle (CFRO) SA 99 99 GSI Industrie SA 99 99 GSI Midi SA 99 99 GSI G.P. Rhone-Alpes SA 99 99 GSI France Nord SA 99 99 GSI Telematique SA 99 99 GSI Tecsi SA 70 69 GSI Services, groupement d'interet economique forme entre certaines filiales du groupe GIE - - Generale de Service SARL 99 99 GSI ASCII SA 99 99 GSI Motor Trade SA 99 99 GSI Erli SA 69 69 GSI Sceta Informatique Transport SA 50 50 Sesamtel-GSI SA 59 57 GSI Contact SA 99 99 GSI TPI SA 51 51 Navitel SA 29 29 GSI Distribution SA 99 99 GSI Systemes SA 99 99 GSA GIE 51 52 GSI AMI SA 99 99 GSI GE SA 99 - GSI Diffusion SA 99 - GSI Entreprises SA 99 - GSI SM SA 99 - GSI ST SA 99 - GSI IR SAS 99 - -14- Group structure at December 31, 1994 and 1993 Legal Form Holding % 1994 1993 .Companies outside France GSI SA (Belgium) SA/NV 99 99 GSI Travel & Transportation Belgium SA/NV 59 59 GSI UK Ltd. 99 99 GSI Travel & Transportation UK Ltd. 59 59 GSI Resource UK Ltd. 99 99 GSI Italia SpA 99 99 GSI Datel (Germany) GmbH 94 94 GSI Danet (Germany) GmbH 57 57 GSI Danet IS (Germany) GmbH 43 43 GSI Autocomp (Germany) GmbH 94 94 GSI Transport & Touristik (Germany) GmbH 59 59 GSI Suisse SA 99 99 GSI Nederland BV 99 99 GSI Travel & Transportation Nederland BV 59 59 GSI USA and its subsidiary TDSI Inc. 99 99 GSI Danet USA Inc. 57 57 Seresco (Spain) and its subsidiaries SA 99 99 Tecsidel (Spain) SA 79 79 GSI Transporte & Turismo (Spain) SA 59 59 GSI Incorporated System (Canada) Inc. 99 99 GSI Transport Tourisme (Switzerland) SA 59 59 GSI Ucoms (The Netherlands) BV 59 59 GSI Information Systems Singapore PTE Ltd. 99 99 Lammert-Paisy (Germany) GmbH 94 94 GSI Softmark (Germany) GmbH 94 94 PAB (Germany) GmbH 94 94 GSI Argentina SA 99 99 GSI de Mexico SA 84 -
-15- GSI 25, bd de l'Amiral Bruix - 75782 Paris Cdx 16, France - Tel: +33(1) 45 02 75 Fax: +33(1) 45 00 59 43 EXIHIBIT A GSI - PARTICIPATIONS BALANCE SHEETS (Unaudited)
June 30, 1995 1994 (in FRF thousands) Assets Goodwill 172,500 180,800 Other intangibles 29,400 16,000 Tangible assets 170,000 155,100 Investments and other long-term assets 49,800 52,900 Total fixed assets 421,700 404,800 Inventories and work in progress 3,500 4,300 Accounts receivable 606,500 618,000 Other receivables 220,900 232,800 Cash and marketable securities 217,500 254,900 Prepaid expenses 48,800 47,200 Total current assets 1,097,200 1,157,200 Total assets 1,518,900 1,562,000 Liabilities and Shareholders' Equity Share capital 105,000 105,000 Additional paid-in capital 190,500 190,500 Consolidated retained earnings 40,100 94,600 Net income for the year 22,800 6,000 Total shareholders' equity 358,400 396,100 Minority interests 50,100 58,900 Provisions for liabilities and charges 66,400 53,000 Long-term borrowings 72,400 72,400 Short-term borrowings - 47,400 Bank overdrafts 31,000 - Employee profit sharing 7,600 12,800 Accounts payable 190,800 210,100 Accrued taxes, compensation, and benefits 434,700 436,100 Other liabilities 110,900 95,100 Deferred income 196,600 180,100 Total liabilities and shareholders' equity 1,518,900 1,562,000
GSI - PARTICIPATIONS CONSOLIDATED INCOME STATEMENTS (Unaudited)
6 Months Ended June 30, 1995 1994 (in FRF thousands) Total revenues 1,337,100 1,287,600 Cost of goods sold 37,100 39,700 Other purchases and external charges 472,300 438,100 Value Added 827,700 809,800 Taxes other than income taxes 34,700 34,000 Personnel costs 705,100 706,800 Gross Operating Income 87,900 69,000 Amortization and provisions - net 31,800 37,600 Operating Income 56,100 31,400 Interest income - Net 2,500 (100) Non-current income (6,200) (1,100) Income on Ordinary Activities Before Tax 52,400 30,200 Employee profit sharing (4,200) (5,300) Income tax (18,000) (11,500) Net Income After Tax 30,200 13,400 Extraordinary expense - net of tax 1,800 3,600 Amortization of goodwill (6,000) (6,500) Consolidated Net Income 26,000 10,500 Minority interests 3,200 4,500 Group Share 22,800 6,000
GSI - PARTICIPATIONS CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
6 Months Ended June 30, 1995 1994 (in FRF thousands) Operating Activities: Consolidated net income 26,000 10,500 Amortization 51,300 50,300 Elimination of capital gains and losses (3,200) (2,600) Cash flow 74,100 58,200 Movements in working capital (88,000) (57,400) Total Operating Activities (13,900) 800 Investing Activities: Acquisition of fixed assets (70,700) (40,400) Acquisition of long-term investments (2,500) (9,800) Disposal of fixed assets 6,900 4,800 Total Investing Activities (66,300) (45,400) Financing Activities: Dividends paid (30,000) (28,100) Total Financing Activities (30,000) (28,100) Foreign currency translation differences 2,200 1,000 Changes in cash and cash equivalents (108,000) (71,700) Cash and Cash Equivalents - beginning of period 222,100 206,600 Cash and Cash Equivalents - 114,100 134,900 end of period
GSI - PARTICIPATIONS NOTES TO UNAUDITED FINANCIAL STATEMENTS The consolidated unaudited financial statements of GSI - Participations for the six months ended June 30, 1995 and 1994 have been prepared according to the accounting standards published by the International Accounting Standards Committee (IASC) and conform to French law on consolidated financial statements. The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. All adjustments are of a normal recurring nature. These statements should be read in conjunction with the annual financial statements and related notes of the Company for the year ended December 31,1994. The results of operations for the six months ended June 30, 1995 may not be indicative of the results to be expected for the year ending December 31, 1995. EX-15 3 Exhibit B PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet as of June 30, 1995 and the unaudited pro forma statement of consolidated earnings for the year ended June 30, 1995 give effect to the acquisition of GSI - Participations ("GSI") by Automatic Data Processing, Inc. ("ADP"). The pro forma information is based on the historical consolidated financial statements of ADP and GSI (after giving effect to certain adjustments to GSI's financial statements resulting from the application of U.S. generally accepted accounting principles), giving effect to the GSI transaction under the purchase method of accounting and the assumptions and adjustments in the accompanying notes to the pro forma condensed consolidated financial statements. The pro forma adjustments are based on information available as of the date hereof, while the actual adjustments will be based on the ultimate appraisals, evaluations, and estimates of the fair value of assets acquired and liabilities assumed. Accordingly, there can be no assurance that the actual adjustments will not differ from those reflected herein. The pro forma condensed consolidated balance sheet gives effect to the acquisition as if it had occurred on June 30, 1995. The pro forma statement of consolidated earnings gives effect to the acquisition as if it had occurred on July 1, 1994. The pro forma information is presented for illustrative purposes only and is not indicative of the financial position or the results of operations which would actually have been reported had the acquisition been in effect during these periods, or which may be reported in the future. These pro forma financial statements should be read in conjunction with the historical financial statements and related notes of ADP included within its Annual Report on Form 10-K for the year ended June 30, 1995, and with the financial statements and related notes of GSI for the year ended December 31, 1994 included in Form 8-K filed by ADP on November 6, 1995 and for the six months ended June 30, 1995 contained in this Form 8-KA. EXHIBIT B PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1995 (in thousands)
GSI Historical French U.S. GAAP GAAP and Reclassif- U.S. GAAP and ADP Pro Forma Pro Forma Format ications Adjustments Format Historical Adjustments Combined (a) (b) (f) (k) Assets Cash and cash equivalents $ 44,957 $ - $ - $ 44,957 $ 313,612 $ (1,013) $(231,000)(i) $ 126,556 Short-term marketable securities - - - - 384,009 - (148,000)(i) 236,009 Accounts receivable 125,364 - - 125,364 377,145 (54.052) (2,378)(h) 446,079 Other current assets 56,470 - - 56,470 136,377 10,428 - 203,275 Total current assets 226,791 - - 226,791 1,211,143 (44,637) (381,378) 1,011,919 Long-term marketable securities 594,268 - - 594,268 Long-term receivables 189,858 - - 189,858 Property, plant & equipment - net 35,139 - (2,462)(d) 32,677 415,959 (3,038) (1,321)(h) 444,277 Other assets 10,294 - - 10,294 84,212 (3,204) (1,726)(h) 89,576 Intangibles 41,733 - - 41,733 705,656 (2,480) 484,645 (j) 1,229,554 $313,957 $ - $ (2,462)(c) 311,495 $3,201,096 $(53,359) $ 100,220 $3,559,452 Liabilities and Shareholders' Equity Short-term debt $ - $ - $ - $ - $ - $ - $ 102,000 (i) $ 102,000 Accounts payable 39,438 - - 39,438 65,955 (11,534) 93,859 Accrued expenses and other current liabilities 15,298 94,812 25,308(c) 135,418 385,040 (31,170) 44,492 (g) 533,780 Income taxes 89,852 (86,235) - 3,617 82,672 - - 86,289 Current portion of long-term debt 6,407 14,965 - 21,372 9,556 (558) - 30,370 Total current liabilities 150,995 23,542 25,308 199,845 543,223 (43,262) 146,492 846,298 Long-term debt 25,321 (14,965) - 10,356 390,177 - - 400,533 Other liabilities 22,923 (8,577) - 14,346 66,865 (909) - 80,302 Deferred income taxes - - - - 18,844 - - 18,844 Deferred revenue 40,637 - - 40,637 85,372 (5,912) - 120,097 Shareholders' equity 74,081 - (27,770) 46,311 2,096,615 (3,276) (46,272) 2,093,378 $313,957 $ - $ (2,462) $311,495 $3,201,096 $(53,359) $100,220 $3,559,452
See notes to pro forma condensed consolidated financial statements. PRO FORMA STATEMENT OF CONSOLIDATED EARNINGS YEAR ENDED JUNE 30, 1995 (in thousands, except per share amounts)
GSI Historical French U.S. GAAP GAAP and Reclassif- U.S. GAAP and ADP Pro Forma Pro Forma Format ications Adjustments Format Historical Adjustments Combined (a) (b) (e) (f) (l) Revenue $513,704 $ 3,734 $ - $517,438 $2,893,742 $(133,399) $(14,200) $3,263,581 Operating expenses - 342,069 (4,717) 337,352 1,177,292 (103,465) (8,807) 1,402,372 Costs of goods sold 16,525 (16,525) - - - - - - Other purchases and external charges 176,724 (176,724) - - - - - - Taxes other than income taxes 13,003 (13,003) - - - - - - Personnel costs 272,912 (272,912) - - - - - - General, administrative, and selling expenses - 128,426 - 128,426 792,121 (26,606) (3,306) 890,635 Depreciation and amortization 15,944 4,567 (392) 20,119 172,536 (3,135) 18,343 207,863 Amortization of goodwill 2,457 (2,457) - - - - Systems development and programming costs - 25,677 - 25,677 193,173 - (661) 218,189 Interest income - net (832) 832 - - - - - - Interest expense - 2,903 - 2,903 24,340 (77) 6,885 34,051 Non-current expense 16,622 (16,622) - - - - - - Employee profit sharing 968 (968) - - - - - - Minority interest 368 (368) - - - - - - 514,691 4,895 (5,109) 514,477 2,359,462 (133,283) 12,454 2,753,110 Earnings/(loss) before income taxes (987) (1,161) 5,109 2,961 534,280 (116) (26,654) 510,471 Provision for income taxes 735 - 1,790 2,525 139,450 (484) 1,717 143,208 Extraordinary expense - net of tax 1,161 (1,161) - - - - - - Net earnings $ (2,883) $ - $ 3,319 $ 436 $ 394,830 $ 368 $(28,371) 367,263 Earnings per share $2.77 $2.58 Average number of common shares outstanding 142,556 142,556 See notes to pro forma condensed consolidated financial statements.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (a) The GSI historical balance sheet as of June 30, 1995 has been translated from French francs to U.S. dollars at an exchange ratio of .2067 (rate at June 30, 1995) dollars to the franc. The income statement for the year ended June 30, 1995 has been translated at a rate of .1935 (average rate for the year ended June 30, 1995). (b) To conform with classifications used by ADP. Adjustments to GSI's consolidated financial statements resulting from the application of U.S. generally accepted accounting principles. (c) Represents estimated losses on client contracts [$15,157,000] and excess leased space [$10,151,000] (recorded in order to comply with Statement of Financial Accounting Standards No. 5). Additionally, certain claims have been made against GSI in the normal course of business. The fair value of such contingencies is not currently determinable based on the information available at this time. (d) Represents adjustments to reflect the proper useful life and accumulated depreciation of property,plant and equipment related to specific client contracts. (e) Represents the impact of the adjustments referred to in (c) and (d) above on the Statement of Consolidated Earnings, as if the acquisition had occurred as of July 1, 1994. 1. impact of adjustments (c) $4,717,000 2. impact of adjustment (d) 392,000 3. income tax impact of items 1 and 2 above at an estimated effective tax rate of 35%. (1,790,000) $3,319,000 Purchase Accounting Pro Forma Adjustments (f) Represents the elimination of the assets and liabilities and results of operations of GSI entities disposed of during the year ended June 30, 1995 or to be disposed of subsequent to June 30, 1995, including GSI's interest in a joint venture that had previously been consolidated using the proportional consolidation method. Estimated proceeds of $18,200,000 are reflected in other current assetsc. (g) Represents estimated liability for planned involuntary employee termination benefits [$40,532,000] and estimated losses on asset impairments and disposals of assets [$3,960,000]. (h) Represents miscellaneous adjustments related to initial estimates of fair value of assets acquired and liabilities assumed. (i) Represents reduction of ADP's historical cash and marketable securities and increase in debt as a result of the acquisition. (j) Represents the elimination of GSI's historical goodwill existing as of the acquisition date [$35,655,000] and the initial estimate of goodwill and other intangibles arising from the acquisition. This estimate will be adjusted based on the ultimate appraisals, evaluations, and estimates of the fair value of assets acquired and liabilities assumed. (k) Upon completion of the valuation process, a deferred tax liability and/or asset will be recognized in accordance with Statement of Financial Accounting Standards No. 109 for differences between the assigned value and the tax bases of all assets acquired, other than goodwill, and liabilities assumed. Currently, the information to make such a determination is not available and, accordingly, no deferred tax liability and/or asset is reflected in the pro forma consolidated financial statements. (l) Represents the impact of the pro forma adjustments on the Statement of Consolidated Earnings, as if the acquisition had occurred as of July 1, 1994. 1. decrease in interest earnings [$14,200,000 $ 21,085,000 resulting from the reduction of $379,000,000 of cash and marketable securities] and increase in interest expense [$6,885,000 resulting from $102,000,000 of short-term debt with an assumed interest rate of 6.75%] assuming the purchase of GSI-Participations as of July 1, 1994. 2. decrease in goodwill amortization arising from (2,457,000) the elimination of historical GSI goodwill. 3. initial estimate of amortization of intangibles. 20,800,000 This estimate is calculated based on an assumed blended amortization period of 25 years. This estimate will be adjusted based on the ultimate appraisals, evaluations, and estimates of the fair value of assets acquired and liabilities assumed which will be developed and documented over the next year. 4. elimination of restructuring charges previously (12,774,000) recorded by GSI (these charges would have been reflected in the calculation of goodwill had ADP acquired GSI July 1, 1994). 5. income tax impact of items 1 through 4 above. 1,717,000 $ 28,371,000 EX-2 4 (201) 994-5677 November 13, 1995 Securities and Exchange Commission Filing Desk Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Current Report on Form 8-K/A (Amendment No.1) of Automatic Data Processing, Inc. ("ADP") Gentlemen: We hereby electronically file via EDGAR, pursuant to applicable rules promulgated under the Securities Exchange Act of 1934, as amended, ADP's Current Report on Form 8-K/A (Amendment No.1) (the "Form 8-K/A"), including exhibits. One (1) manually signed copy of the Form 8-K/A, with exhibits, is being mailed on the date hereof to each of the New York Stock Exchange, the Pacific Stock Exchange and the Chicago Stock Exchange. Sincerely, /s/ Daniel A. Zaccardo Daniel A. Zaccardo, Esq. cc (w/encl): The New York Stock Exchange The Pacific Stock Exchange The Chicago Stock Exchange -----END PRIVACY-ENHANCED MESSAGE-----