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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ___________________________ to ___________________
Commission File Number 0-28430
SS&C TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1169696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Corporate Place
705 Bloomfield Avenue
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
860-242-7887
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant: (1) has 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_______
---------
Number of shares outstanding of the issuer's classes of common stock as of
October 31, 1996:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 12,342,920
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SS&C TECHNOLOGIES, INC.
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements
<S> <C>
Consolidated Condensed Balance Sheets at
December 31, 1995 and September 30, 1996 3
Consolidated Condensed Statements of Operations
for the Three-month and Nine-month periods
ended September 30, 1995 and 1996 4
Consolidated Condensed Statements of Cash Flows
for the Nine-month periods ended September 30, 1995 5
and 1996
Notes to Consolidated Condensed Financial
Statements 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
EXHIBIT INDEX 17
</TABLE>
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. The important
factors discussed below under the caption "Certain Factors That May Affect
Future Operating Results," among others, could cause actual results to differ
materially from those indicated by forward-looking statements made herein and
presented elsewhere by management from time to time.
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,585 $ 49,817
Accounts receivable, net 5,325 5,684
Unbilled accounts receivable 5,202 4,926
Income taxes 262 1,145
Other 604 1,097
-------- --------
Total current assets 12,978 62,669
Property and equipment, net 2,568 3,115
Unbilled accounts receivable -- 1,241
Intangible assets, net 2,695 2,013
Deferred income taxes 3,061 3,416
Other 505 505
-------- --------
Total assets $ 21,807 $ 72,959
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt, related party $ 1,288 $ 1,390
Accounts payable 387 829
Accrued expenses 2,053 1,822
Deferred revenues 5,626 4,947
Income taxes 369 --
-------- --------
Total current liabilities 9,723 8,988
Long-term debt:
Related party 1,390 --
Other 450 450
-------- --------
Total liabilities 11,563 9,438
-------- --------
Series A, redeemable convertible preferred stock 750 --
-------- --------
Stockholders' equity:
Series B, convertible preferred stock 31 --
Series C, convertible preferred stock 31 --
Common stock 71 138
Additional paid-in capital 15,216 69,259
Accumulated deficit (3,450) (3,471)
Less treasury stock, at cost (2,405) (2,405)
-------- --------
Total stockholders' equity 9,494 63,521
-------- --------
Total liabilities and stockholders' equity $ 21,807 $ 72,959
======== ========
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per share information)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- --------------------------
September 30, September 30, September 30, September 30,
1995 1996 1995 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $ 2,674 $ 2,765 $ 6,753 $ 10,199
Maintenance 1,097 1,576 2,736 4,402
Professional services 1,147 1,501 2,983 4,340
------------ ------------ ----------- -----------
Total revenues 4,918 5,842 12,472 18,941
------------ ------------ ------------ ------------
Cost of revenues:
Software licenses 113 157 262 404
Maintenance 319 584 618 1,405
Professional services 1,209 1,129 2,735 3,241
------------ ------------ ------------ ------------
Total cost of revenues 1,641 1,870 3,615 5,050
------------ ------------ ------------ ------------
Gross profit 3,277 3,972 8,857 13,891
------------ ------------ ------------ ------------
Operating expenses:
Selling and marketing 1,496 2,375 3,366 6,620
Research and development 1,372 1,751 3,626 4,951
General and administrative 644 971 1,691 2,881
Write-off of purchased in-process
research and development -- -- 7,889 --
------------ ------------ ------------ ------------
Total operating expenses 3,512 5,097 16,572 14,452
------------ ------------ ------------ ------------
Operating loss (235) (1,125) (7,715) (561)
Interest income (expense), net (1) 433 44 554
------------ ------------ ------------ ------------
Loss before income taxes (236) (692) (7,671) (7)
Provision (benefit) for income taxes (97) (259) (3,147) 14
============ ============ ============ ============
Net loss $ (139) $ (433) $ (4,524) $ (21)
============ ============ ============ ============
Historical net loss per common and
common equivalent shares outstanding $ (0.02) $ (0.04) $ (0.76) $ 0.00
============ ============ ============ ============
Historical weighted average number of common
and common equivalent shares outstanding 6,251,950 12,297,920 5,931,950 11,000,439
============ ============ ============ ============
Pro forma net loss per common
and common equivalent shares outstanding $ (0.01) $ (0.04) $ (0.52) $ 0.00
============ ============ ============ ============
Pro forma weighted average number of common
and common equivalent shares outstanding 9,578,550 12,297,920 8,741,443 11,000,439
============ ============ ============ ============
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------
September 30, September 30,
1995 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,524) $ (21)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 820 1,289
Deferred income taxes (3,195) (337)
Purchased in-process research and development 7,889 --
Provision for doubtful accounts 145 205
Changes in operating assets and liabilities, excluding
effects from acquisition:
Accounts receivable (779) (564)
Unbilled accounts receivable (1,518) (965)
Other (125) (493)
Accounts payable 84 442
Accrued expenses (1,684) (231)
Deferred revenues 2,300 (679)
Income taxes (480) (1,270)
-------- --------
Total adjustments 3,457 (2,603)
-------- --------
Net cash used in operating activities (1,067) (2,624)
-------- --------
Cash flows from investing activities:
Additions to property and equipment (597) (1,154)
Acquisition of Chalke, net of cash received (7,426) --
-------- --------
Net cash used in investing activities (8,023) (1,154)
-------- --------
Cash flows from financing activities:
Exercise of options -- 659
Issuance of convertible preferred stock 7,316 --
Issuance of common stock 1,404 52,639
Repayment of debt -- (1,288)
-------- --------
Net cash provided by financing activities 8,720 52,010
-------- --------
Net increase (decrease) in cash and cash equivalents (370) 48,232
Cash and cash equivalents, at beginning of period 3,084 1,585
-------- --------
Cash and cash equivalents, at end of period $ 2,714 $ 49,817
======== ========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ -- $ 212
Income taxes 528 1,271
</TABLE>
Supplemental disclosure of non-cash investing activities:
On March 31, 1995, the Company purchased all of the assets of Chalke
Incorporated for $12.7 million. The purchase price was paid in the form of
cash of $7.4 million, a promissory note with a then present value of $2.7
million, the assumption of liabilities of $2.6 million and the costs of
effecting the transaction.
See accompanying notes to Consolidated Condensed Financial Statements.
5
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments, except as noted elsewhere in the notes to the
consolidated condensed financial statements) necessary to present fairly its
financial position as of September 30, 1996 and the results of its operations
for the three and nine months ended September 30, 1995 and 1996. These
statements are condensed and therefore do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The statements should be read in conjunction with the
consolidated financial statements and footnotes as of and for the year ended
December 31, 1995 included in the Company's Registration Statement on Form S-1
(File No. 333-3094) initially filed on April 2, 1996. The December 31, 1995
consolidated condensed balance sheet data were derived from audited financial
statements, but do not include all disclosures required by generally accepted
accounting principles. The results of operations for the three months and nine
months ended September 30, 1996 are not necessarily indicative of the results to
be expected for the full year.
Net Income (loss) per Common and Common Equivalent Share
The pro forma net income (loss) per common share is computed based upon the
weighted average number of common shares and common equivalent shares
outstanding after certain adjustments described below. The computation of net
income (loss) per common and common equivalent share is based on net income
(loss) divided by the weighted average number of common and common equivalent
shares outstanding during the period after giving effect to all stock splits.
Common equivalent shares comprise stock options and warrants using the treasury
stock method. Common equivalent shares from stock options and warrants are
excluded from the computation if their effect is anti-dilutive. Pursuant to the
Securities and Exchange Commission Staff Accounting Bulletin No. 83, common and
common equivalent shares, issued at prices below the anticipated initial public
offering price during the 12 months immediately preceding the initial filing
date have been included in the calculation as if they were outstanding for all
periods presented (using the treasury stock method and the anticipated initial
public offering price). In addition, all outstanding shares of preferred stock
which were converted into common stock upon the closing of the initial public
offering are treated as having been converted into common stock at the date of
original issuance.
Net income (loss) per common share on a historical basis is computed in the same
manner as pro forma net income (loss) per common share except that all
preferred stock is considered to be a common stock equivalent based on its terms
and conditions except that for the nine months ended September 30, 1995
preferred stock is excluded as the effect of inclusion would be anti-dilutive.
Fully diluted net income (loss) per share is not presented as it is the same as
the amounts disclosed in historical net income per share for all periods
presented.
Accounting Standards
SFAS No. 123, "Accounting for Stock-Based Compensation," must be adopted in
1996. This standard encourages, but does not require, recognition of
compensation expense based on the fair value of equity instruments granted to
employees. The Company does not plan to record compensation for equity
instruments granted to employees and therefore the adoption of this standard
will have no impact on its financial position or results of operations. The
Company will adopt the disclosure provision of SFAS No. 123 in 1996.
6
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2. CAPITAL STOCK:
On April 25, 1996, the Company reincorporated in the State of Delaware and
exchanged each outstanding share of common stock for ten shares of common stock,
$.01 par value, and exchanged each outstanding share of preferred stock Series
A, Series B, and Series C for one share of preferred stock Series A, Series B
and Series C, respectively. Holders of outstanding options are entitled, upon
exercise, to purchase ten times the number of common stock shares provided in
each option, at an exercise price per share of one-tenth the price per share in
the option. The outstanding preferred stock was convertible into ten shares of
common stock for each share of preferred stock. The Company authorized a total
of 25,000,000 shares of common stock, $.01 par value, and a total of 1,000,000
shares of preferred stock, $.01 par value. The outstanding Series A, Series B
and Series C preferred stock was subsequently converted into common stock on
June 5, 1996, the closing date of the Company's initial public offering. As of
September 30, 1996, there was no preferred stock outstanding.
The Company consummated an initial public offering of 3,750,000 shares of common
stock on June 5, 1996, of which 723,750 shares were sold by selling
stockholders. The Company received proceeds from the offering of approximately
$52,639,000, net of underwriting discounts and commissions, and offering
expenses paid by the Company.
3. RELATED PARTY TRANSACTIONS:
The Company licenses its CAMRA and FILMS applications software and certain other
programs to a related party for a total purchase price of $2,054,786, including
a five-year maintenance program beginning in February 1996. The purchase price
was allocated to license fees of $1,543,561, maintenance fees over the five-year
period of $375,000 and deferred interest of $136,225 resulting from an extended
payment plan. Terms include $900,000 payable upon execution of the agreement in
January 1996 and quarterly installments of $52,500 for five years. All
outstanding receivables and payables between the parties as of January 27, 1996
were forgiven, resulting in an additional $104,786 allocated to the purchase
price. Interest was imputed at 9% for payments on the license fee. The amount
collected from the related party during the nine months ended September 30, 1996
was $1,059,750, including sales tax. There was no balance currently billed and
receivable at September 30, 1996.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
Revenues
The Company's revenues are derived from software licenses and related
maintenance and professional services. Total revenues increased 19% from $4.9
million in the three months ended September 30, 1995 to $5.8 million in the
three months ended September 30, 1996.
Software Licenses. Software license revenues increased 3% from $2.7 million in
the three months ended September 30, 1995 to $2.8 million in the three months
ended September 30, 1996, representing 10% of the total revenue growth between
the periods.The Company experienced an increase in software license revenues
from the PTS and FILMS products, as well as in international sales of CAMRA. PTS
software license revenues increased 123% from $564,000 in the three months
ended September 30, 1995 to $1.3 million in the three months ended September 30,
1996. FILMS software license revenues increased from $2,000 in the three months
ended September 30, 1995 to $555,000 in the three months ended September 30,
1996. International software license revenues for the CAMRA product increased
from $42,000 in the three months ended September 30, 1995 to $350,000 in the
three months ended September 30, 1996. In North America, CAMRA software license
revenues decreased 72% from $2.0 million in the three months ended September 30,
1995 to $551,000 in the three months ended September 30, 1996, primarily due to
longer than anticipated sales cycles with respect to the CAMRA product.
Maintenance. Maintenance revenues increased 44% from $1.1 million in the three
months ended September 30, 1995 to $1.6 million in the three months ended
September 30, 1996. $347,000 of the increase was attributable to the revenue
recognition on the Chalke Incorporated ("Chalke") maintenance clients acquired
on March 31, 1995 and the remainder of the increase was primarily due to an
increase in the Company's installed base of clients with maintenance contracts
as a result of increased license sales.
Professional Services. Professional services revenues increased 31% from $1.1
million in the three months ended September 30, 1995 to $1.5 million in the
three months ended September 30, 1996.The increase is primarily due to the
increase in demand for the Company's implementation, conversion and training
services, based on the Company's increasing number of license sales.
Cost of Revenues
Total cost of revenues increased 14% from $1.6 million for the three months
ended September 30, 1995 to $1.9 million for the three months ended September
30, 1996. The gross margin remained relatively stable, increasing from 67% for
the three months ended September 30, 1995 to 68% for the three months ended
September 30, 1996.
Cost of Software Licenses. Cost of software license revenues relates
primarily to royalties, as well as the costs of product media, packaging,
documentation and labor involved in the distribution of the Company's software.
The cost of software licenses increased 39% from $113,000 for the three months
ended September 30, 1995 to $157,000 for the three months ended September 30,
1996. The cost of software license revenues as a percentage of such revenues
remained relatively stable, increasing from 4% for the three months ended
September 30, 1995 to 6% for the three months ended September 30, 1996.
Cost of Maintenance. Cost of maintenance revenues primarily comprises
technical customer support and development costs associated with product and
regulatory updates. The cost of maintenance revenues increased 83% from $319,000
for the three months ended September 30, 1995 to $584,000 for the three months
ended September 30, 1996. The increase is primarily attributable to the
inclusion of Chalke maintenance clients and the
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corresponding costs associated with providing Chalke maintenance services. The
cost of maintenance revenues as a percentage of such revenues increased from 29%
for the three months ended September 30, 1995 to 37% for the three months ended
September 30, 1996. The increase in costs reflects the continued development of
a dedicated support infrastructure for the Company's combined operations,
including Chalke, as the total number of full-time employees in client support
increased from nine as of September 30, 1995 to 23 as of September 30, 1996.
Cost of Professional Services. Cost of professional services revenues
consists primarily of the cost related to personnel utilized to provide
implementation, conversion and training services to the Company's software
licensees, as well as custom programming, system integration and actuarial
consulting services. The cost of professional services revenues decreased 7%
from $1.2 million for the three months ended September 30, 1995 to $1.1 million
for the three months ended September 30, 1996. The cost of professional services
revenues as a percentage of such revenues decreased from 105% for the three
months ended September 30, 1995 to 75% for the three months ended September 30,
1996.
Operating Expenses
Selling and Marketing. Selling and marketing expenses consist primarily of
the cost of personnel associated with the selling and marketing of the Company's
products, including salaries, commissions and travel and entertainment. Such
expenses also include the cost of branch sales offices, advertising, trade
shows, marketing and promotional materials. Selling and marketing expenses
increased 59% from $1.5 million for the three months ended September 30, 1995 to
$2.4 million for the three months ended September 30, 1996. The increase
resulted primarily from the hiring of additional personnel during the second
half of 1995 and first three quarters of 1996. The increase is also partially
attributable to increased marketing activity to further enhance the Company's
market presence. Selling and marketing expenses for the three months ended
September 30, 1995 and 1996 represented 30% and 41%, respectively, of total
revenues for those periods.
Research and Development. Research and development expenses consist
primarily of personnel costs attributable to the development of new software
products and the enhancement of existing products. Research and development
expenses increased 28% from $1.4 million for the three months ended September
30, 1995 to $1.8 million for the three months ended September 30, 1996. Research
and development expenses for the three months ended September 30, 1995 and 1996
represented 28% and 30%, respectively, of total revenues for those periods. The
research and development expenses for the three months ended September 30, 1996
primarily reflected the ongoing development of a new product, Finesse 2000, and
the further development of the Windows-based version of CAMRA and FILMS. The
increase in expenses resulted primarily from an increase in full-time equivalent
personnel assigned to the development projects.
General and Administrative. General and administrative expenses primarily
comprise personnel costs related to management, accounting, human resources and
administration and associated overhead costs, as well as fees for professional
services. General and administrative expenses increased 51% from $644,000 for
the three months ended September 30, 1995 to $971,000 for the three months ended
September 30, 1996, representing 13% and 17%, respectively, of total revenues
for those periods. The increase in general and administrative expenses was
generally attributable to additional personnel costs associated with the
Company's expanded operations.
Interest Income (Expense). The Company recorded net interest expense of
$1,000 in the three months ended September 30, 1995 and net interest income of
$433,000 in the three months ended September 30, 1996. The net interest income
was primarily due to the interest earned on investing the proceeds from the
Company's initial public offering.
Benefit for Income Taxes. The Company had effective tax rates of
approximately 41% and 37% for the three months ended September 30, 1995 and
1996, respectively.
9
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NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
Revenues
Total revenues increased 52% from $12.5 million for the nine months
ended September 30, 1995 to $18.9 million for the nine months ended September
30, 1996. The increase was primarily attributable to the growing market
acceptance of the Company's FILMS product, which accounted for $1.3 million of
the increase, the introduction and market acceptance of PTS 2000, which
accounted for $1.5 million of the increase, the growing demand for the Company's
installation and conversion services, which accounted for $1.7 million of the
increase, and the inclusion of Chalke division revenues for the entire nine-
month period ended September 30, 1996. Included in revenues was $1.5 million of
revenues associated with the Company's licensing of its CAMRA and FILMS products
to a related party. See Note 3 of Notes to Consolidated Condensed Financial
Statements.
Software Licenses. Software license revenues increased 51% from $6.8
million for the nine months ended September 30, 1995 to $10.2 million for the
nine months ended September 30, 1996. This increase was primarily attributable
to the licensing of the CAMRA and FILMS products for $1.5 million to a related
party, the increased market acceptance of the Company's FILMS product and the
introduction and market acceptance of PTS 2000.
Maintenance. Maintenance revenues increased 61% from $2.7 million for the
nine months ended September 30, 1995 to $4.4 million for the nine months ended
September 30, 1996. The increase was primarily due to the beginning of revenue
recognition on a majority of the Chalke maintenance clients acquired on March
31, 1995. In addition, the Company's installed base of clients with maintenance
contracts grew as a result of increased license sales.
Professional Services. Professional services revenues increased 45% from
$3.0 million for the nine months ended September 30, 1995 to $4.3 million for
the nine months ended September 30, 1996. Professional services revenues
increased primarily due to increased demand for the Company's implementation,
conversion and training services associated with the Company's increasing number
of license sales. The Company's strategy of increasing rates and consulting
resource utilization also contributed to the increase. Chalke consulting
services revenues decreased 23% from $1.4 million to $1.1 million for the nine
months ended September 30, 1995 primarily due to the completion of several large
1995 consulting engagements which were not replaced with similar large
engagements in 1996.
Cost of Revenues
Cost of Software Licenses. The cost of software license revenues increased
54% from $262,000 for the nine months ended September 30, 1995 to $404,000 for
the nine months ended September 30, 1996, representing 4% of software license
revenues in those periods.
Cost of Maintenance. The cost of maintenance revenues increased 127% from
$618,000 for the nine months ended September 30, 1995 to $1.4 million for the
nine months ended September 30, 1996, representing 23% and 32%, respectively, of
maintenance revenues in those periods. The increase in cost of maintenance
revenues, in absolute dollars and as a percentage of maintenance revenues,
primarily reflects the continued development of a dedicated support
infrastructure for the Company's combined operations, including Chalke.
Cost of Professional Services. The cost of professional services revenues
increased 19% from $2.7 million for the nine months ended September 30, 1995 to
$3.2 million for the nine months ended September 30, 1996, representing 92% and
75%, respectively, of professional services revenues in those periods. The
decrease in the cost of professional services as a percentage of professional
services revenues is due primarily to the focus the Company has made to the
consulting services unit. As part of its business strategy, the Company is
focusing on consulting services as a stand-alone source of revenues and profits
and believes that increased utilization, improved
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efficiencies and increased rates will reduce the cost of professional services
revenues as a percentage of professional services revenues.
Operating Expenses
Selling and Marketing. Selling and marketing expenses increased 97% from
$3.4 million for the nine months ended September 30, 1995 to $6.6 million for
the nine months ended September 30, 1996. The increase resulted primarily from
the hiring of additional personnel during the second half of 1995 and first
three quarters of 1996. The increase is also attributable to increased marketing
activity to further enhance the Company's market presence. Selling and marketing
expenses for the nine months ended September 30, 1995 and 1996 represented 27%
and 35%, respectively, of total revenues for those periods.
Research and Development. Research and development expenses increased 37%
from $3.6 million for the nine months ended September 30, 1995 to $5.0 million
for the nine months ended September 30, 1996, representing 29% and 26%,
respectively, of total revenues for those periods. The increase in absolute
dollars is primarily due to additional resources devoted to the development of
the new Finesse 2000 and further development of the Windows-based version of
CAMRA and FILMS. The Company's research and development expenses in 1995 do not
include the charge to operations of $7.9 million associated with the write-off
of purchased in-process research and development related to Chalke products that
were under development at the time of the Chalke acquisition but had not yet
reached technological feasibility. See "Write-off of Purchased In-Process
Research and Development" below.
General and Administrative. General and administrative expenses increased
70% from $1.7 million for the nine months ended September 30, 1995 to $2.9
million for the nine months ended September 30, 1996, representing 14% and 15%,
respectively, of total revenues for those periods. The increase in general and
administrative expenses is primarily related to Chalke expenses included for the
entire nine-month period in 1996 and additional personnel costs associated with
the Company's overall expanded operations.
Write-off of Purchased In-Process Research and Development. In the first
quarter of 1995, the Company expensed $7.9 million of purchased in-process
research and development associated with two products acquired in March 1995 as
part of the acquisition of Chalke. Because these products had not reached
technological feasibility at the time of the acquisition and, in the Company's
judgment, there was no alternative use for the related research and development,
such in-process research and development was therefore charged to expense. There
were no comparable expenses in 1996.
Interest Income. Net interest income increased from $44,000 for the nine
months ended September 30, 1995 to $554,000 for the nine months ended September
30, 1996. The increase was primarily due to the interest earned on investing the
proceeds from the initial public offering for approximately four months.
Provision (Benefit) for Income Taxes. The Company had an effective tax rate
of approximately 41% for the nine months ended September 30, 1995. The effective
tax rate was 43%, prior to the one-time assessment by the IRS for $17,000 for
tax years 1993-1994, for the nine months ended September 30, 1996. Primarily as
a result of the write-off of in-process research and development related to the
Chalke acquisition, the Company recognized a tax benefit of $3.2 million for the
nine months ended September 30, 1995.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
Fluctuations in Quarterly Performance. The Company's revenues and operating
results historically have varied substantially from quarter to quarter. The
Company's quarterly operating results may continue to fluctuate due to a number
of factors, including the timing, size and nature of the Company's individual
license transactions; the timing of the introduction and the market acceptance
of new products or product enhancements by the Company or
11
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its competitors; the relative proportions of revenues derived from license fees,
maintenance, consulting and other recurring revenues and professional services;
changes in the Company's operating expenses; personnel changes and fluctuations
in economic and financial market conditions. The timing, size and nature of
individual license transactions are important factors in the Company's quarterly
operating results. Many such license transactions involve large dollar amounts,
and the sales cycles for these transactions are often lengthy and unpredictable.
There can be no assurance that the Company will be successful in closing large
license transactions on a timely basis or at all.
Dependence on Financial Services Industry. The Company's clients include a range
of organizations in the financial services industry, and the success of such
clients is intrinsically linked to the health of the financial markets. In
addition, because of the capital expenditures required in connection with an
investment in the Company's products, the Company believes that demand for its
products could be disproportionately affected by fluctuations, disruptions,
instability or downturns in the financial markets, which may cause clients and
potential clients to exit the industry or delay, cancel or reduce any planned
expenditures for investment management systems and software products. Any
resulting decline in demand for the Company's products could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Product Concentration. To date, substantially all of the Company's revenues have
been attributable to the licensing of its CAMRA, PTS and FILMS software and the
provision of maintenance and consulting services in connection therewith. The
Company currently expects that the licensing of CAMRA, PTS and FILMS software,
and the provision of related services, will account for a substantial portion of
its revenues for the foreseeable future. As a result, factors adversely
affecting the pricing of or demand for such products and services, such as
competition or technological change, could have a material adverse effect on the
Company's business, financial condition and results of operations.
Management of Growth. The Company's business has grown significantly in size and
complexity over the past three years. The growth in the size and complexity of
the Company's business as well as its client base has placed and is expected to
continue to place a significant strain on the Company's management and
operations. The Company's senior management has had limited experience in
managing publicly traded companies. The Company's ability to compete
effectively and to manage future growth, if any, will depend on its ability to
continue to implement and improve operational, financial and management
information systems on a timely basis and to expand, train, motivate and manage
its work force. There can be no assurance that the Company's personnel,
systems, procedures and controls will be adequate to support the Company's
operations. If the Company's management is unable to manage growth effectively,
the quality of the Company's products and its business, financial condition and
results of operations could be materially adversely affected.
Competition. The market for financial services software is competitive, rapidly
evolving and highly sensitive to new product introductions and marketing efforts
by industry participants. Although the Company believes that none of its
competitors currently competes against the Company in each of the industry
segments served by the Company, there can be no assurance that such competitors
will not compete against the Company in the future in additional industry
segments. In addition, many of the Company's current and potential future
competitors have significantly greater financial, technical and marketing
resources, generate higher revenues and have greater name recognition than does
the Company.
Rapid Technological Change. The market for the Company's products and services
is characterized by rapidly changing technology, evolving industry standards and
new product introductions. The Company's future success will depend in part
upon its ability to enhance its existing products and services and to develop
and introduce new products and services to meet changing client requirements.
The process of developing software products such as those offered by the Company
is extremely complex and is expected to become increasingly complex and
expensive in the future with the introduction of new platforms and technologies.
There can be no assurance that the Company will successfully complete the
development of new products in a timely fashion or that the Company's current or
future products will satisfy the needs of the financial markets.
12
<PAGE>
Dependence on Database Supplier. The relational database design in many of the
Company's software products incorporates PFXplus, a "C"-based database
management system licensed to the Company by POWERflex Corporation Proprietary
Limited, an Australian vendor ("Powerflex"). If Powerflex were to increase its
fees under the license agreement, the Company's results of operations could be
materially adversely affected. Moreover, if Powerflex were to terminate the
license agreement, the Company would have to seek an alternative relational
database for its software products. While the Company believes that it could
migrate its products to an alternative database, there can be no assurance that
the Company would be able to license in a timely fashion a database with similar
features and on terms acceptable to the Company.
Dependence on Proprietary Technology. The Company's success and ability to
compete is dependent in part upon its proprietary technology. The Company
relies on a combination of trade secret, copyright and trademark law,
nondisclosure agreements and technical measures to protect its proprietary
technology. There can be no assurance that the steps taken by the Company to
limit access to its proprietary technology will be adequate to deter
misappropriation or independent third-party development of such technology.
Product Defects and Product Liability. The Company's software products are
highly complex and sophisticated and could from time to time contain design
defects or software errors that could be difficult to detect and correct.
Errors, bugs or viruses may result in loss of or delay in market acceptance or
loss of client data. Although the Company has not experienced material adverse
effects resulting from any software defects or errors, there can be no assurance
that, despite testing by the Company and its clients, errors will not be found
in new products, which errors could result in a delay in or inability to achieve
market acceptance and thus could have a material adverse impact upon the
Company's business, financial condition and results of operations.
Because of these and other factors, past financial performance should
not be considered an indication of future performance. The Company's quarterly
operating results may vary significantly, depending on factors such as the
timing, size and nature of licensing transactions and new product introductions
by the Company or its competitors. Investors should not use historical trends
to anticipate future results and should be aware that the trading price of the
Company's common stock may be subject to wide fluctuations in response to
quarterly variations in operating results and other factors, including those
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 1995 and 1996, the Company
financed its operations primarily through cash flows generated from operations
and from private and public sales of securities. Cash used in operations was
$1.1 million and $2.6 million for the nine months ended September 30, 1995 and
1996, respectively. The decrease in the cash flow provided by operations of
$1.5 million between these periods consisted primarily of a decrease in the
change in accounts payable and accrued expenses of $1.8 million, a decrease in
the change in accounts and unbilled receivables of $828,000, and offsetting
decreases in the change in deferred revenue accounts of $3.0 million and net
income, income taxes and other accounts of $1.2 million. Accounts and unbilled
receivables increased $2.2 million for the nine months ended September 30, 1995
on revenues and deferred revenues of $18.7 million as compared to an increase of
$1.3 million in the nine months ended September 30, 1996 on revenues and
deferred revenues of $23.9 million. During the nine months ended September 30,
1996, accounts receivable increased $564,000 while the unbilled receivables
increased $965,000. The Company's accounts and unbilled receivables include four
clients with receivables totaling $1.2 million which are due beyond twelve
months. Accounts payable and accrued expenses decreased $1.6 million for the
nine months ended September 30, 1995 as compared to an increase of $211,000 for
the nine months ended September 30, 1996. In 1996, the increase was due to an
increase in operating costs attributable to increased activity. Deferred
revenues increased $2.3 million for the nine months ended September 30, 1995 as
compared to an $679,000 decrease for the nine months ended September 30, 1996.
The decrease in deferred revenue during the nine months ended September 30, 1996
was primarily attributable to the turning of existing deferred license revenues
into revenues and the structure of contracts on new license revenues allowing
for revenue recognition in the current period.
13
<PAGE>
Investing activities used cash of $8.0 million and $1.2 million for
the nine months ended September 30, 1995 and 1996, respectively. In 1995, the
Company used cash of $7.4 million to finance the acquisition of Chalke. The
remaining $597,000 was used to acquire property and equipment. Investing
activities during the nine months ended September 30,1996 consisted of acquiring
property and equipment. Net cash of $8.7 million provided by financing
activities in 1995 resulted from the issuance of Convertible Preferred Stock of
$7.3 million and the issuance of common stock upon the exercise of warrants for
$1.4 million related to the financing of Chalke. Net cash of $52.0 million
provided by financing activities in 1996 resulted from proceeds of $52.6 million
from the issuance of common stock in the initial public offering, proceeds of
$659,000 from the exercise of stock options, offset by the repayment of $1.3
million of debt.
As of September 30, 1996, the Company had $49.8 million in cash and
cash equivalents. In connection with the Chalke acquisition, the Company issued
a promissory note in the principal amount of $3.0 million, with an imputed
interest rate of 7.91% per annum. There is one payment of $1.5 million
remaining, which is due on March 31, 1997.
The Company believes that its current cash balances and net cash
provided by operating activities will be sufficient to meet its working capital
and capital expenditure requirements for the next 12 months.
14
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
b. The Company filed no reports on Form 8-K during the quarter for
which this report is filed.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SS&C TECHNOLOGIES, INC.
Date: November 13, 1996 By:/s/ John S. Wieczorek
---------------------
John S. Wieczorek
Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial Officer)
16
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
17
<PAGE>
EXHIBIT 11
SS&C TECHNOLOGIES, INC.
STATEMENT REGARDING THE COMPUTATION OF NET INCOME (LOSS)
PER COMMON AND COMMON EQUIVALENT SHARES (4)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
September September September September
30, 1995 30, 1996 30, 1995 30, 1996
<S> <C> <C> <C> <C>
Historical - Primary (1):
Weighted average issued common and
preferred stock outstanding (2)................... 5,767,570 12,297,920 5,447,570 11,000,439
Weighted average cheap stock (3).................. 484,380 -- 484,380 --
Weighted average common stock equivalents......... -- -- -- --
Less: Assumed purchase of treasury stock.......... -- -- -- --
---------- ---------- ---------- ----------
Weighted average number of common and
common equivalent shares outstanding...... 6,251,950 12,297,920 5,931,950 11,000,439
========== ========== ========== ==========
Net loss.................................................. $ (139,000) $ (433,000) $(4,524,000) $ (21,000)
========== ========== ========== ==========
Net loss per share........................................ $ (0.02) $ (0.04) $ (0.76) $ 0.00
========== ========== ========== ==========
Pro forma(1)
Weighted average issued common and
preferred stock outstanding....................... 9,094,170 12,297,920 8,257,063 11,000,439
Weighted average cheap stock (3).................. 484,380 -- 484,380 --
Weighted average common stock equivalents......... -- -- -- --
Less: Assumed purchase of treasury stock.......... -- -- -- --
---------- ---------- ---------- ----------
Weighted average number of common and
common equivalent shares outstanding...... 9,578,550 12,297,920 8,741,443 11,000,439
========== ========== ========== ==========
Net loss.................................................. $ (139,000) $ (433,000) $(4,524,000) $ (21,000)
========== ========== ========== ==========
Net loss per share........................................ $ (0.01) $ (0.04) $ (0.52) $ 0.00
========== ========== ========== ==========
</TABLE>
Notes:
(1) All common and common equivalent share amounts have been restated to reflect
the 10-for-1 stock split effected in connection with the Company's
reincorporation, as if in effect from the date of issuance.
(2) All shares of convertible preferred stock are considered common stock
equivalents and are included using the if-converted method, adjusted for the 10-
for-1 stock split, except where their effect would be anti-dilutive.
(3) In accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 83, issuances of common stock and common stock equivalents, within
one year prior to the initial filing of the registration statement, at share
prices below the assumed initial public offering price are considered to have
been made in anticipation of the contemplated public offering. Accordingly,
these stock issuances are treated as if issued and outstanding, using the
treasury stock method for options, for all periods prior to the initial filing
of the registration statement in April 1996.
(4) Fully diluted net loss per common and common equivalent shares is not
presented as it is the same as historical net loss per common and common
equivalent shares for all periods presented.
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THIS QUARTERLY REPORT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JUL-01-1996 JAN-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 49,817 49,817
<SECURITIES> 0 0
<RECEIVABLES> 11,302 11,302
<ALLOWANCES> 692 692
<INVENTORY> 0 0
<CURRENT-ASSETS> 62,669 62,669
<PP&E> 5,120 5,120
<DEPRECIATION> 2,005 2,005
<TOTAL-ASSETS> 72,959 72,959
<CURRENT-LIABILITIES> 8,988 8,988
<BONDS> 0 0
0 0
0 0
<COMMON> 138 138
<OTHER-SE> 63,388 63,388
<TOTAL-LIABILITY-AND-EQUITY> 72,959 72,959
<SALES> 5,842 18,941
<TOTAL-REVENUES> 5,842 18,941
<CGS> 0 0
<TOTAL-COSTS> 1,870 5,050
<OTHER-EXPENSES> 1,751 4,951
<LOSS-PROVISION> 53 205
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (692) (7)
<INCOME-TAX> (259) 14
<INCOME-CONTINUING> (433) (21)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (433) (21)
<EPS-PRIMARY> (.04) .00
<EPS-DILUTED> (.04) .00
</TABLE>
