Form 8-K PAYCHEX INC For: Mar 27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 8-K



CURRENT REPORT



Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report: March 27, 2019 

(Date of earliest event reported)



PAYCHEX, INC.

(Exact name of registrant as specified in its charter)









(585) 385-6666

(Registrant’s telephone number, including area code)



N/A

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company   ☐



If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION



Paychex, Inc.’s press release dated March 27, 2019, which reports its financial results for the three and nine months ended February 28, 2019, is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”).





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



The following exhibit relating to Item 2.02 of this Form 8-K is furnished herewith:







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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





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EXHIBIT 99.1

PRESS RELEASE OF PAYCHEX, INC. DATED MARCH 27, 2019



Paychex, Inc. Reports Third Quarter Results



March 27, 2019 



Third Quarter Fiscal 2019 Highlights

Rochester, N.Y., (March 27, 2019) — Paychex, Inc. (“Paychex,” “we,” “our,” or “us”) (NASDAQ: PAYX) today announced total revenue of $1.1 billion for the three months ended February 28, 2019 (the “third quarter”), an increase of 14% from $0.9  billion for the same period last year.  Excluding the acquisition of Oasis Outsourcing Group Holdings, L.P. (“Oasis”), completed during December 2018, total revenue increased approximately 7% compared to the same period last year.  Net income decreased 12% to $324.6 million and diluted earnings per share decreased 11% to $0.90 per share for the  third quarter.    Adjusted net income and adjusted diluted earnings per share, both non-GAAP measures, each increased 3% to $322.4 million and $0.89 per share, respectively, for the third quarter.    Adjusted net income and adjusted diluted earnings per share for the three months ended February 28, 2018 exclude the impact of the termination of certain license agreements and certain one-time net tax benefits recognized as a result of the Tax Act enacted in December 2017 related to the revaluation of net deferred tax liabilities.  In addition, adjusted net income and adjusted diluted earnings per share for both the third quarter and the three months ended February 28, 2018 exclude the impact of excess tax benefits related to employee stock-based compensation payments. See the “Non-GAAP Financial Measures” section starting on page 5 of this press release for further discussion of these non-GAAP measures.

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Martin Mucci, President and Chief Executive Officer, commented, “We experienced solid growth in the third quarter across our major human capital management product lines.  Results were paced by our human resource outsourcing services and time and attendance solutions, and our health and benefit insurance and retirement services.  We also introduced some significant new product and mobility app enhancements for our clients.”

Mucci added, “Demand for our professional employer organization (“PEO”) business continues to grow. The recent completion of the acquisition of Oasis positions us for additional long-term growth. The acquisition advances Paychex’s leading PEO position, providing new clients access to our innovative products and technology-enabled solutions. The integration of Oasis is progressing well.”

Management Solutions revenue was $801.6 million for the third quarter, a 4% increase compared to the same period last year. The increase was primarily driven by increases in our client bases across many of our services and growth in revenue per check, which improved as a result of price increases, net of discounts. Within Management Solutions revenue, retirement services revenue also benefited from an increase in asset fee revenue earned on the asset value of participants’ funds.

PEO and  Insurance  Services revenue was $245.8 million for the third quarter, an increase of 65% compared to the same period last year.  Excluding the acquisition of Oasis, PEO and Insurance Services revenue increased approximately 17% compared to the same period last year.  The increase was driven by growth in clients and client worksite employees across our combined existing PEO business.  Demand for our existing PEO services, along with growth within our client base, resulted in double-digit growth in the number of client worksite employees served.  Insurance Services revenue growth resulted from an increase in the number of health and benefit clients and applicants, offset by softness in the workers’ compensation market as state insurance fund rates declined.

Interest on funds held for clients increased 27% to $23.0 million for the third quarter, compared to the same period last year. The increase resulted primarily from higher average interest rates earned.  Funds held for clients average investment balances decreased 4% for the third quarter compared to the same period last year, as the impact of lower client withholdings resulting from the Tax Act, timing, and changes in client base mix were partially offset by wage inflation.     

Average investment balances and interest rates are summarized below:







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Total expenses increased 13% to $641.1 million for the third quarter compared to the same period last year.  Excluding the acquisition of Oasis, total expenses increased approximately 1% for the third quarter compared to the same period last year.  Total expenses for the three months ended February 28, 2018 include a one-time bonus paid to non-management employees and a one-time charge following the termination of certain license agreements. Total expenses, excluding Oasis and these one-time costs in the respective prior year period, increased approximately 9% compared to last year, which was primarily driven by increased headcount due to investment in the sales force, technology resources, and operations to support the growth in the business. In addition, an increase in PEO insurance costs contributed approximately 2% to the growth in total expenses compared to the same period last year.

Operating income increased 16% to $429.3 million for the third quarter compared to the same period last year. Operating income, as a percentage of total revenue, was 40.1% for the third quarter, compared with 39.4% for the same period last year. Operating income for the third quarter was impacted by our increased investments in technology and certain business initiatives and the continued growth of our combined PEO business, including the recent acquisition of Oasis.    Adjusted operating income, a non-GAAP measure, increased 7% to $429.3 million compared to the same period last year.  Adjusted operating income for the three months ended February 28, 2018 excludes a one-time charge following the termination of certain license agreements. See the “Non-GAAP Financial Measures” section starting on page 5 of this press release for further discussion of this non-GAAP measure.

Interest expense,  net for the third quarter of $3.7 million includes interest expense of $5.5 million related to the temporary borrowings used to complete the acquisition of Oasis.

Our effective income tax rate was 23.7% for the third quarter compared to 1.1% for the same period last year.  The increase in the effective income tax rate for the third quarter is primarily due to the impacts in the prior year related to the enactment of the Tax Act in December 2017.  During the three months ended February 28, 2018, we recorded a one-time net tax benefit for the revaluation of our net deferred tax liabilities and a net tax benefit for the change in our annual effective tax rate for the first six months of the fiscal year ended May 31, 2018.  The effective income tax rates in both periods were impacted by recognition of net discrete tax benefits related to employee stock-based compensation payments. 

Year-To-Date Fiscal 2019 Highlights

The highlights for the nine months ended February 28, 2019 (the “nine months”) are as follows:

Financial Position and Liquidity

Our financial position as of February 28, 2019 remained strong with cash, restricted cash, and total corporate investments of $886.4 million.  Our primary source of cash is generated from ongoing operations.  Short-term borrowings totaled $53.6 million as of February 28, 2019.  We have historically funded our business acquisitions with cash generated from operating activities. However, we funded our most recent acquisition of Oasis through a combination of cash and temporary borrowings on our existing credit facilities of $800.0 million. Temporary borrowings used to complete the acquisition were subsequently replaced by new long-term financing arrangements finalized in March 2019. Our positive cash flows have historically allowed us to support our business and to pay substantial dividends (targeting approximately 80% of net income) to our stockholders.  We anticipate that cash, restricted cash, and total corporate investments as of February 28, 2019,  along with projected operating cash flows and available short-term financing, will support our normal business operations, capital purchases, share repurchases, and dividend payments for the foreseeable future.

Cash flows from operations were $1.0 billion for the nine months, an increase of 3% from the same period last year. The increase in our operating cash flows was primarily the result of higher net income and non-cash adjustments, offset by fluctuations in operating assets and liabilities.  The increase in non-cash adjustments was primarily due to a  higher provision for deferred taxes and higher depreciation and amortization.    The fluctuations in our operating assets and liabilities were primarily due to the timing of collections and related tax payments for our combined PEO business.  In addition, the increase in our cash used in operating assets and liabilities was impacted by a decrease in accrued liabilities balances in connection with the termination of certain licensing agreements during the three months ended February 28, 2018. 

Cash outflows from investing activities of $538.6 million for the nine months includes a net cash outflow for the acquisition of Oasis. Cash flows from financing activities of $920.8 million for the nine months reflects borrowings to fund the acquisition of Oasis of $800.0 million.

During the nine months, we repurchased 0.5 million shares of our common stock for a total of $32.8 million.  In the respective prior year period, we repurchased 1.6 million shares for a total of $94.1 million.

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Non-GAAP Financial Measures

















In addition to reporting operating income, net income, and diluted earnings per share, which are U.S. GAAP measures, we present adjusted operating income, adjusted net income, and adjusted diluted earnings per share, which are non-GAAP measures.  We believe adjusted operating income, adjusted net income, and adjusted diluted earnings per share are appropriate additional measures, as they are indicators of our core business operations performance period over period.  Adjusted operating income, adjusted net income, and adjusted diluted earnings per share are not calculated through the application of U.S. GAAP and are not required forms of disclosure by the Securities and Exchange Commission (“SEC”).  As such, they should not be considered as a substitute for the U.S. GAAP measures of operating income, net income, and diluted earnings per share, and therefore should not be used in isolation, but in conjunction with the U.S. GAAP measures.  The use of any non-GAAP measure may produce results that vary from the U.S. GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.



Outlook

Our outlook for the fiscal year ending May 31, 2019 (“fiscal 2019”), is based upon current market expectations and economic conditions continuing with no significant changes. Excluding the anticipated impact related to the acquisition of Oasis, our guidance for fiscal 2019 remains unchanged from what we disclosed last quarter.  Our guidance, excluding Oasis, is as follows:

The inclusion of Oasis, which was completed during the third quarter,  is expected to have an incremental impact to total revenue in the range of $155 million to $175 million for fiscal 2019. Excluding one-time costs related to the acquisition, Oasis is anticipated to have minimal impact on earnings per share. One-time acquisition and integration costs are anticipated to impact diluted earnings per share by approximately $0.03 per share for fiscal 2019.









Quarterly Report on Form 10-Q

We anticipate filing our Quarterly Report on Form 10-Q (“Form 10-Q”) for the third quarter within the next few days, and it will be available at http://www.paychex.com/investors.  This press release should be read in conjunction with the Form 10-Q and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in that Form 10-Q.

Conference Call

Interested parties may access the webcast of our Earnings Release Conference Call, scheduled for March 27, 2019 at 9:30 a.m. Eastern Time, at http://www.paychex.com/investors. The webcast will be archived for approximately one month. Our news releases, current financial information, SEC filings, and investor presentations are also accessible at http://www.paychex.com/investors.

For more information, contact:



About Paychex

Paychex, Inc. (NASDAQ: PAYX) is a leading provider of integrated human capital management solutions for payroll, benefits, human resources, and insurance services. By combining its innovative software-as-a-service technology and mobility platform with dedicated, personal service, Paychex empowers small- and medium-sized business owners to focus on the growth and management of their business. Backed by more than 45 years of industry expertise, Paychex serves over 650,000 payroll clients as of May 31, 2018 across more than 100 locations in the U.S. and Europe, and pays one out of every 12 American private sector employees. Learn more about Paychex by visiting paychex.com and stay connected on Twitter  (www.twitter.com/paychex) and LinkedIn  (www.linkedin.com/company/paychex).



Cautionary Note Regarding Forward-Looking Statements Pursuant to the U.S. Private Securities Litigation Reform Act of 1995

Certain written and oral statements made by us may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “we expect,” “expected to,” “estimates,” “estimated,” “overview,” “current outlook,” “we look forward to,” “would equate to,” “projects,” “projections,” “projected,” “projected to be,” “anticipates,” “anticipated,” “we believe,” “believes,” “could be,” “targeting,” and other similar words or phrases. Examples of forward-looking statements include, among others, statements we make regarding operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to our outlook, revenue growth, earnings, earnings-per-share growth, or similar projections.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial conditions may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

Any of these factors, as well as such other factors as discussed in our SEC filings, could cause our actual results to differ materially from our anticipated results. The information provided in this document is based upon the facts and circumstances known at this time, and any forward-looking statements made by us in this document speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of issuance of this press release to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.



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PAYCHEX, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In millions, except per share amounts)











n/m – not meaningful



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PAYCHEX, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions, except per share amounts)









PAYCHEX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)







© 2019 Paychex, Inc. 

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