EX-99.1 3 f89701exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
 

Exhibit 99.1

     
(PROBUSINESS LOGO)   4125 Hopyard Road
Pleasanton, CA 94588
(925) 737-3500

FOR IMMEDIATE RELEASE

Investor Contact:
Steven Klei
Executive Vice President, Finance
Chief Financial Officer
(925) 737-3110

ProBusiness Reports Third-Quarter Fiscal 2003 Results

PLEASANTON, Calif – April 30, 2003 — ProBusiness Services, Inc. (Nasdaq:PRBZ), a leading provider of outsourced employee administrative services for large employers providing payroll, payroll tax filing, benefits administration, Comprehensive Outsourcing, human resources, and Web self-service solutions, today announced its financial results for the third quarter of fiscal 2003 ended March 31, 2003.

The Company reported revenue for the third quarter of fiscal 2003 of $45.4 million and a net loss of $4.3 million, or $0.17 per share. This compared with revenue of $45.2 million and a net loss of $5.6 million, or $0.22 per share, for the same period last year.

Among the new clients that started services during the third quarter were Agere Systems, Inc., Brunswick Corporation, The Columbia House Company, CNA Financial, CNH Global, N.V., Mellon Financial Corporation, Perot Systems Corporation and Wireless Retail, Inc.

Revenue less the cost of providing services, or gross margin, was 55.7 percent for the third quarter of fiscal 2003, compared with 56.8 percent for the third quarter of fiscal 2002. Client acquisition costs decreased more than 39 percent to $9.1 million, from $14.9 million for the third quarter of fiscal 2002.

On January 6, 2003, ProBusiness and ADP announced that they had entered into a merger agreement providing for the acquisition of ProBusiness by ADP for $17.00 per common share in cash. The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As announced on February 14, 2003, the Department of Justice, Antitrust Division (DOJ), requested additional information and documentary material in connection with its review of the proposed merger. On March 25, 2003, ProBusiness stockholders approved the merger at a special stockholders’ meeting.

“We are excited to report record levels of revenue despite the reduction in interest rates. Our clients remained committed to ProBusiness’ service excellence during the quarter as we continued to maintain our strong relationships with our clients. As expected, the transaction-related impact of the planned merger has been significant,” stated Thomas Sinton, president and chief executive officer.

“The impact of transaction-related costs on our third quarter earnings was in excess of $8.0 million, with the most significant impact resulting from legal and professional fees, and employee retention programs. We have begun to see a slowing of new sales as a result of the pending merger, and we will continue to experience significant transaction-related impacts,” commented Steven Klei, executive vice president, finance and chief financial officer.

ProBusiness will host a conference call at 5:00 p.m. ET / 2:00 p.m. PT today, Wednesday, April 30, 2003 to discuss its third-quarter results and review the company’s progress and outlook. Interested parties can access this conference call by going to the ProBusiness site at www.probusiness.com and selecting Third Quarter 2003 Results

 


 

Teleconference and then clicking on the teleconference link. ProBusiness encourages you to preview the site to ensure that your browser is configured properly prior to the call.

Note to Investors — Forward-Looking Statements

The statements in this press release regarding the expected transaction related impacts are forward-looking statements based on current expectations and actual results may differ materially. In addition, certain other written and oral statements made by ProBusiness Services, Inc.’s (the “Company”) management may constitute “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by such words and phrases as “we expect,” “we believe,” “expected to,” and “could be.” Because they are forward-looking, they should be evaluated in light of important risk factors. Some of the factors that could cause the expected results to differ materially from those projected include, but are not limited to, the ability to satisfy all of the conditions to the closing of the merger in a timely manner, if at all, and the risk that ProBusiness may not continue to maintain strong client relationships with its clients. In addition, other risk factors for all forward-looking statements include, among the other factors that could affect our future growth potential and the contribution to operating profit, continued client acquisition costs incurred in advance of revenues, investments in research and development, delays in or unsuccessful development or implementation of the Golden Gate™ integrated platform and the Comprehensive Outsourcing service offering, the extent and timing of market acceptance of these new products, the number and size of new clients starting services, the length of the sales cycle, a delay or cancellation of client services, the decline in interest rates, the reduction of the number of employees on the payrolls of our clients, expansion of sales efforts and operations to new geographic regions, expansion of new and existing technology and services, investment in management infrastructure to support the Company’s expected growth, the effect of implementing SAB 101 and other accounting regulation changes and our ability to accurately predict their impact on future quarters, execution of the stock repurchase program, changes in the regulatory environment, system failure, seasonality, overall economic trends and competition. Please refer to our public filings with the Securities and Exchange Commission for additional factors that could make actual results differ materially from those projected in forward-looking statements, including but not limited to ProBusiness’ Annual Report on Form 10-K for the year ended June 30, 2002 and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2002. ProBusiness disclaims any intent or obligation to update the forward-looking statements included in this document.

ProBusiness Services, Inc. and the ProBusiness logo are registered trademarks of ProBusiness Services, Inc. All other trademarks and registered trademarks mentioned herein remain the property of their respective owners.

—Financial Statements Attached—

 


 

(PROBUSINESS LOGO)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per-share data)
(Unaudited)

                                       
          Three months ended   Nine months ended
          March 31,   March 31,
         
 
          2003   2002   2003   2002
         
 
 
 
Revenue:
                               
   
Service fees
  $ 34,635     $ 30,536     $ 99,546     $ 92,306  
   
Interest income from payroll tax funds invested
    10,717       14,675       28,570       36,035  
   
 
   
     
     
     
 
     
Total revenue
    45,352       45,211       128,116       128,341  
Operating expenses:
                               
   
Cost of providing services
    20,086       19,515       57,404       57,697  
   
General and administrative
    9,690       6,366       21,190       19,534  
   
Research and development
    5,963       5,254       16,494       15,844  
   
Client acquisition costs
    9,065       14,934       27,714       44,234  
   
Depreciation and amortization
    5,288       5,206       15,626       14,292  
   
 
   
     
     
     
 
     
Total operating expenses
    50,092       51,275       138,428       151,601  
Loss from operations
    (4,740 )     (6,064 )     (10,312 )     (23,260 )
Interest income and expense and other income, net
    487       464       1,531       1,312  
   
 
   
     
     
     
 
Net loss
  $ (4,253 )   $ (5,600 )   $ (8,781 )   $ (21,948 )
   
 
   
     
     
     
 
Net loss applicable to common shareholders
                               
   
Net loss
  $ (4,253 )   $ (5,600 )   $ (8,781 )   $ (21,948 )
   
Preferred dividends
    (605 )     (565 )     (1,768 )     (1,662 )
   
 
   
     
     
     
 
Net loss for calculation of basic and diluted net loss per share
  $ (4,858 )   $ (6,165 )   $ (10,549 )   $ (23,610 )
   
 
   
     
     
     
 
Basic and diluted net loss per share
  $ (0.17 )   $ (0.22 )   $ (0.37 )   $ (0.93 )
   
 
   
     
     
     
 
Basic and diluted net loss per share before preferred dividends
  $ (0.15 )   $ (0.20 )   $ (0.31 )   $ (0.86 )
   
 
   
     
     
     
 
Shares used in computing basic and diluted net loss per share
    28,655       27,641       28,532       25,509  
   
 
   
     
     
     
 

 


 

(PROBUSINESS LOGO)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

                   
      March 31, 2003   June 30, 2002
     
 
ASSETS
               
Current assets
               
 
Cash and cash equivalents and short-term investments
  $ 49,462     $ 60,019  
 
Accounts receivable, net of allowances
    11,601       11,692  
 
Other current assets
    16,292       22,686  
 
 
   
     
 
 
    77,355       94,397  
 
Payroll tax funds invested
    1,916,424       1,705,209  
 
 
   
     
 
Total current assets
    1,993,779       1,799,606  
Long-term investments
    34,298       33,217  
Fixed assets, net
    61,681       63,921  
Other assets
    35,904       19,786  
 
 
   
     
 
Total assets
  $ 2,125,662     $ 1,916,530  
 
 
   
     
 
LIABILITIES
               
 
Current liabilities
  $ 44,313     $ 40,943  
 
Payroll tax funds collected but unremitted
    1,916,424       1,705,209  
 
 
   
     
 
Total current liabilities
    1,960,737       1,746,152  
Long-term deferred revenues and liabilities
    18,513       23,209  
Capital lease obligations and note payable, less current portion
    431       822  
 
 
   
     
 
Total liabilities
    1,979,681       1,770,183  
REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
               
Redeemable convertible preferred stock
    35,239       33,471  
Stockholders’ equity
    110,742       112,876  
 
 
   
     
 
Total redeemable convertible preferred stock and stockholders’ equity
    145,981       146,347  
 
 
   
     
 
Total liabilities, redeemable convertible preferred stock and stockholders’ equity
  $ 2,125,662     $ 1,916,530