<PAGE>
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 June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to __________________
Commission File Number 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 Identification No.)
incorporation or organization)
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 July
31, 1997:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 12,556,312
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SS&C TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
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<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at
December 31, 1996 and June 30, 1997 3
Consolidated Condensed Statements of Operations
for the three and six-month periods
ended June 30, 1996 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the six-month periods ended June 30, 1996 5
and 1997
Notes to Consolidated Condensed Financial
Statements 6-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9-15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
EXHIBIT INDEX 19
</TABLE>
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
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.
2
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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, June 30,
1996 1997
------------ -----------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 36,091 $ 29,267
Marketable securities 15,580 26,139
Accounts receivable, net 8,434 4,958
Unbilled accounts receivable, net 3,455 4,016
Income taxes 1,058 740
Other 885 986
-------- --------
Total current assets 65,503 66,106
Property and equipment, net 3,126 3,265
Unbilled accounts receivable - related party 630 525
Unbilled accounts receivable, net 1,387 1,312
Intangible assets, net 1,905 1,608
Deferred income taxes 3,230 3,230
Other 505 -
-------- --------
Total assets $ 76,286 $ 76,046
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt - related party $ 1,390 $ -
Current portion of long-term debt 450 -
Accounts payable 476 619
Accrued expenses 2,526 2,352
Deferred revenues 7,090 7,690
-------- --------
Total current liabilities 11,932 10,661
-------- --------
Commitments and Contingencies (Note 4)
Stockholders' equity:
Common stock 137 139
Additional paid-in capital 69,598 69,904
Accumulated deficit (2,976) (2,253)
-------- --------
66,759 67,790
Less treasury stock, at cost (2,405) (2,405)
-------- --------
Total stockholders' equity 64,354 65,385
-------- --------
Total liabilities and stockholders' equity $ 76,286 $ 76,046
======== ========
</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 Six Months Ended
----------------------------------- ------------------------------------
June 30, June 30, June 30, June 30,
1996 1997 1996 1997
-------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $ 3,180 $ 4,858 $ 7,434 $ 7,371
Maintenance 1,520 1,982 2,826 3,956
Professional services 1,518 1,955 2,839 3,768
-------------- -------------- -------------- --------------
Total revenues 6,218 8,795 13,099 15,095
-------------- -------------- -------------- --------------
Cost of revenues:
Software licenses 142 138 247 256
Maintenance 447 648 821 1,318
Professional services 1,132 1,217 2,112 2,431
-------------- -------------- -------------- --------------
Total cost of revenues 1,721 2,003 3,180 4,005
-------------- -------------- -------------- --------------
Gross profit 4,497 6,792 9,919 11,090
-------------- -------------- -------------- --------------
Operating expenses:
Selling and marketing 2,047 2,779 4,245 4,929
Research and development 1,645 1,795 3,200 3,309
General and administrative 774 1,807 1,910 2,725
-------------- -------------- -------------- --------------
Total operating expenses 4,466 6,381 9,355 10,963
-------------- -------------- -------------- --------------
Operating income 31 411 564 127
Interest income, net 134 544 121 999
-------------- -------------- -------------- --------------
Income before income taxes 165 955 685 1,126
Provision for income taxes 66 334 273 403
-------------- -------------- -------------- --------------
Net income $ 99 $ 621 $ 412 $ 723
============== ============== ============== ==============
Net income per common and
common equivalent share $ 0.01 $ 0.05 $ 0.04 $ 0.06
============== ============== ============== ==============
Weighted average number of common and
common equivalent shares outstanding 11,140,250 12,832,836 10,578,017 12,802,031
============== ============== ============== ==============
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
4
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------------
June 30, June 30,
1996 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 412 $ 723
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 804 903
Deferred income taxes (57) -
Provision for doubtful accounts 151 775
Changes in operating assets and liabilities:
Accounts receivable 411 2,901
Unbilled accounts receivable (644) (581)
Income taxes (769) 318
Other 47 (101)
Accounts payable 849 143
Accrued expenses (283) (174)
Deferred revenues (824) 600
------------ ------------
Total adjustments (315) 4,784
------------ ------------
Net cash provided by operating activities 97 5,507
------------ ------------
Cash flows from investing activities:
Additions to other assets - capitalized software - (146)
Additions to property and equipment (629) (599)
Purchases of marketable securities, net - (10,559)
------------ ------------
Net cash used in investing activities (629) (11,304)
------------ ------------
Cash flows from financing activities:
Exercise of options 443 308
Issuance of common stock 52,639 -
Release of collateral requirement on letter of credit - 505
Repayment of debt (1,288) (1,840)
------------ ------------
Net cash provided by (used in) financing activities 51,794 (1,027)
------------ ------------
Net increase (decrease) in cash and cash equivalents 51,262 (6,824)
Cash and cash equivalents, at beginning of period 1,585 36,091
------------ ------------
Cash and cash equivalents, at end of period $ 52,847 $ 29,267
============ ============
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 212 $ 111
Income taxes 922 86
</TABLE>
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 June 30, 1997 and the results of its operations for the
three and six months ended June 30, 1996 and 1997. 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,
1996 included in the Company's Form 10-K filed with the Securities and Exchange
Commission. The December 31, 1996 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 and six months ended June 30, 1997 are not necessarily indicative
of the results to be expected for the full year.
Net Income per Common and Common Equivalent Share
Net income 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 per common and common
equivalent share is based on net income 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. For the three and six months ended June 30, 1996,
pursuant to the Securities and Exchange Commission Staff Accounting Bulletin No.
83, common and common equivalent shares, issued at prices below the 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 that period (using the treasury stock method and the anticipated initial
public offering price). Also for the six months ended June 30, 1996, all
preferred stock is considered to be a common stock equivalent based on its terms
and conditions.
The supplemental pro forma net income per common share is computed in the same
manner as historical net income per common share except that all outstanding
shares of preferred stock, which were converted into common stock upon the
closing of the Company's initial public offering, were treated as having been
converted into common stock at the date of original issuance. On a supplemental
pro forma basis, net income per common share is the same as historical net
income per common share for all periods presented.
Fully diluted net income 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
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" must be adopted in the fourth quarter of 1997. Upon such adoption, all
prior periods are required to be restated. The standard requires the replacement
of the current primary earnings per share presentation with a basic earnings per
share presentation. Basic earnings per share includes no dilution and is
computed by dividing income available to common stockholders by the weighted-
average number of common shares outstanding for the period. The standard also
requires companies with complex capital stock structures to disclose diluted
earnings per share and, among other
6
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things, a reconciliation of the numerator and denominator for purposes of the
calculation. Management does not believe the adoption of SFAS No. 128 will not
have a material impact on the calculation of earnings per share.
In February 1997, the Financial Accounting Standards Board ("FASB") also issued
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure." This pronouncement establishes standards for the
disclosure of information about an entity's capital structure and is effective
for financial statements issued for periods ending after December 15, 1997. The
adoption of this pronouncement is expected to have no impact on the disclosures
in the financial statements of the Company.
In June 1997, the FASB issued two pronouncements, Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," (SFAS No. 130)
and No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS No. 131). SFAS No. 130 establishes standards for reporting
and display of comprehensive income, which is defined as the equity of a
business enterprise during a period from nonowner sources. SFAS No. 130 is
effective for years beginning after December 15, 1997 and requires restatement
of financial statements for all prior years presented. The adoption of SFAS No.
130 is expected to impact the presentation of financial information only.
SFAS No. 131 requires public companies to report all financial and descriptive
information about operating segments in their financial statements and requires
selected information about operating segments to be reported in interim
financial reports issued to shareholders. Operating segment financial
information is required to be reported on the basis that is used internally for
evaluating segment performance and allocation of resources. SFAS No. 131 is
effective for financial statements for periods beginning after December 15, 1997
and requires presentation of comparative information for prior periods
presented. The adoption of SFAS No. 131 is expected to impact the way the
Company reports information about its operating segments.
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 were 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. Each outstanding share of preferred stock was convertible into ten
shares of common 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 June 30, 1997 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:
In January 1996, the Company licensed 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 six months ended June 30, 1997 was $106,500, including sales tax. The
balance currently billed and receivable at June 30, 1997 was $53,250.
The note payable to a related party was issued in connection with the Company's
acquisition of the assets and operations of Chalke Incorporated on March 31,
1995. The Company paid the note in full with all accrued interest on April 4,
1997.
7
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4. Commitments and Contingencies:
On March 18, 1997 and April 8, 1997, two separate purported class action
lawsuits ("Complaints") were filed against the Company, certain of its officers
and the two leading managers of the Company's initial public offering. On July
8, 1997, a Consolidated Amended Class Action Complaint was filed in the United
States District Court for the District of Connecticut (the "Consolidated
Complaint") in which the Complaints were consolidated and amended. The
Consolidated Complaint claims that the Prospectus for the Company's initial
public offering allegedly made material misrepresentations in violation of
Sections 11 and 12(2) of the Securities Act of 1933. The plaintiffs in the suit
are seeking an undetermined amount of damages and costs and expenses of the
litigation. The Company believes it has meritorious defenses to the claims made
in the lawsuit and intends to contest the Consolidated Complaint vigorously;
however, legal counsel for the Company is unable to predict, with any degree of
certainty, the outcome of such claims. While the resolution of these claims
could affect the Company's results of operations in future periods, the Company
does not expect these matters to have a material adverse effect on its
consolidated financial position. However, the Company is unable to predict the
ultimate outcome or the potential financial impact of these claims.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 AND 1997
Revenues
The Company's revenues are derived from software licenses and related
maintenance and professional services. Total revenues increased 41% from $6.2
million in the three months ended June 30, 1996 to $8.8 million in the three
months ended June 30, 1997.
Software Licenses. Software license revenues increased 53% from $3.2 million
in the three months ended June 30, 1996 to $4.9 million in the three months
ended June 30, 1997. The increase in software license revenues was primarily due
to an increase in CAMRA and FILMS software license revenues, including
international license revenues. CAMRA and FILMS license revenues increased 115%
from $2.1 million in the three months ended June 30, 1996 to $4.6 million in the
three months ended June 30, 1997. There were two contracts signed with software
license revenues in excess of $1.4 million. PTS software license revenues
declined $702,000 from $997,000 in the three months ended June 30, 1996 to
$295,000 in the three months ended June 30, 1997. During the three months ended
June 30, 1996, the Company introduced PTS 2000, which generated the increase in
license revenues in 1996. The sales in 1996 were primarily to the current client
base.
Maintenance. Maintenance revenues increased 30% from $1.5 million in the
three months ended June 30, 1996 to $2.0 million in the three months ended June
30, 1997. The increase was primarily due to an increase in the Company's
installed base of clients with maintenance contracts as a result of the
Company's license sales for all products.
Professional Services. Professional services revenues increased 29% from
$1.5 million in the three months ended June 30, 1996 to $2.0 million in the
three months ended June 30, 1997. The increase was primarily due to the increase
in demand for the Company's implementation, conversion and training services,
including international clients, and an increase in the Company's outsourcing
business. Implementation, conversion and training services increased 25% from
$1.1 million in the three months ended June 30, 1996 to $1.4 million in the
three months ended June 30, 1997. An increase in international assignments,
where hourly rates are significantly higher than rates on domestic assignments,
contributed to the increase. Professional services revenues from SS&C Direct,
the Company's outsourcing service for its CAMRA product, increased 183% from
$107,000 in the three months ended June 30, 1996 to $304,000 in the three months
ended June 30, 1997. This increase was due to an increase in the assets under
management, primarily from a larger client base and also from existing clients
increasing their asset size being reported under SS&C Direct services.
Cost of Revenues
Total cost of revenues increased 16% from $1.7 million in the three months
ended June 30, 1996 to $2.0 million in the three months ended June 30, 1997. The
gross margin increased from 72% for the three months ended June 30, 1996 to 77%
for the three months ended June 30, 1997, primarily due to an increase in the
software license revenues without a corresponding increase in the cost of
software licenses.
Cost of Software Licenses. Cost of software license revenues relates
primarily to royalties, as well as to the costs of product media, packaging,
documentation and labor involved in the distribution of the Company's software.
The cost of software licenses decreased 3% from $142,000 in the three months
ended June 30, 1996 to $138,000 in the three months ended June 30, 1997. The
cost of software license revenues as a percentage of such revenues decreased
from 4% in the three months ended June 30, 1996 to 3% in the three months ended
June 30, 1997. The 1997 cost of software license revenues as a percentage of
such revenues was lower than the 1996 cost of
9
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software license revenues as a percentage of such revenues primarily due to the
increase in the average sales price per contract included in 1997 which did not
have any significant corresponding increase in costs associated with their
delivery.
Cost of Maintenance. Cost of maintenance revenues primarily consists of
technical customer support and development costs associated with product and
regulatory updates. The cost of maintenance revenues increased 45% from $447,000
in the three months ended June 30, 1996 to $648,000 in the three months ended
June 30, 1997. The cost of maintenance revenues as a percentage of such revenues
increased from 29% in the three months ended June 30, 1996 to 33% in the three
months ended June 30, 1997. The increase in costs reflects the continued
development of a dedicated support infrastructure for the Company's operations
as the total number of full-time employees in client support increased from 21
as of June 30, 1996 to 35 as of June 30, 1997.
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 increased 8%
from $1.1 million in the three months ended June 30, 1996 to $1.2 million in the
three months ended June 30, 1997. The cost of professional services revenues as
a percentage of such revenues decreased from 75% in the three months ended June
30, 1996 to 62% in the three months ended June 30, 1997, primarily due to an
increase in the utilization rates and average billing rates of the personnel
performing the services.
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 36% from $2.0 million in the three months ended June 30, 1996 to $2.8
million in the three months ended June 30, 1997. Selling and marketing expenses
for the three months ended June 30, 1996 and 1997 represented 33% and 32%,
respectively, of total revenues for each of those periods. The increase in
selling and marketing expenses was primarily due to direct selling costs
associated with a contract signed with an international client and an increase
in recruiting and personnel expenses related to the sales and marketing staff.
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 9% from $1.6 million in the three months ended June 30, 1996
to $1.8 million in the three months ended June 30, 1997. Research and
development expenses in the three months ended June 30, 1996 and 1997
represented 26% and 20%, respectively, of total revenues for those periods. The
increase in research and development expenses was primarily due to increases in
personnel costs for existing employees.
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 133% from $774,000 in
the three months ended June 30, 1996 to $1.8 million in the three months ended
June 30, 1997, representing 12% and 21%, respectively, of total revenues for
those periods. The increase in general and administrative expenses was primarily
attributable to an increase in the bad debt reserve of $775,000, an increase in
a reserve for legal fees and recruiting fees, and salary for the new president
of the Company. The increase in the reserve for legal fees pertains to various
legal issues that the Company is involved in, including the class action
lawsuits filed in March and April 1997. The reserve is for potential legal fees
in connection with the defenses. There is no reserve for settlements and the
Company believes it has meritorious defenses. See Part II, Item 1 for a more
complete description of the litigation.
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Interest Income. The Company recorded net interest income of $134,000 in
the three months ended June 30, 1996 as compared to net interest income of
$544,000 in the three months ended June 30, 1997. The increase was primarily due
to investing the proceeds from the Company's initial public offering for the
entire three-month period ended June 30, 1997 as compared to approximately one
month in the three months ended June 30, 1996.
Provision for Income Taxes. The Company had effective tax rates of
approximately 40% and 35% for the three months ended June 30, 1996 and 1997,
respectively. The tax rate decrease was primarily based on the results of
foreign operations in countries where the tax rates are lower than in the United
States and from a larger percentage of income generated from tax-free interest
income. Based on the results to date, the Company believes it will be able to
utilize the lower tax rates in Malaysia and the United Kingdom.
SIX MONTHS ENDED JUNE 30, 1996 and 1997
Revenues
Total revenues increased 15% from $13.1 million in the six months ended
June 30, 1996 to $15.1 million in the six months ended June 30, 1997.
Software Licenses. Software license revenues remained stable at $7.4
million in the six months ended June 30, 1996 and June 30, 1997. International
software license revenues increased from an insignificant amount in the six
months ended June 30, 1996 to $2.2 million in the six months ended June 30,
1997, which included revenue on one contract for $1.5 million. This increase was
offset primarily by a decrease in FILMS and PTS license revenues. PTS license
revenues decreased from $1.3 million in the six months ended June 30, 1996 to
$600,000 in the six months ended June 30, 1997. PTS software license revenues
declined after the initial license revenues generated from the introduction of
PTS 2000 in 1996. The sales in 1996 were primarily to the current client base
which provided a ready market for the product.
Maintenance. Maintenance revenues increased 40% from $2.8 million in the
six months ended June 30, 1996 to $4.0 in the six months ended June 30, 1997.
The increase was primarily due to an increase in the Company's installed base of
clients with maintenance contracts as a result of the Company's license sales
for all products.
Professional Services. Professional services revenues increased 33% from
$2.8 million in the six months ended June 30, 1996 to $3.8 million in the six
months ended June 30, 1997. The increase was primarily due to the increase in
demand for the Company's implementation, conversion and training services,
including international clients, and an increase in the Company's outsourcing
business. Implementation, conversion and training services increased 35% from
$1.9 million in the six months ended June 30, 1996 to $2.6 million in the six
months ended June 30, 1997. An increase in international assignments, where
hourly rates are significantly higher than rates on domestic assignments,
contributed to the increase. Professional services revenues from SS&C Direct
increased 112% from $230,000 in the six months ended June 30, 1996 to $488,000
in the six months ended June 30, 1997. This increase was due to an increase in
the assets under management, primarily from a larger client base and also from
existing clients increasing their asset size being reported under SS&C Direct
services.
Cost of Revenues
Total cost of revenues increased 26% from $3.2 million in the six months
ended June 30, 1996 to $4.0 million in the six months ended June 30, 1997. The
gross margin decreased from 76% for the six months ended June 30, 1996 to 73%
for the six months ended June 30, 1997, primarily due to an increase in the cost
of maintenance.
11
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Cost of Software Licenses.The cost of software license revenues increased
4% from $247,000 in the six months ended June 30, 1996 to $256,000 in the six
months ended June 30, 1997. The cost of software licenses revenues increased
primarily due to increased packaging and documentation costs in the first three
months of 1997. The cost of software license revenues as a percentage of such
revenues remained relatively stable at 3% in the six months ended June 30, 1996
and June 30, 1997.
Cost of Maintenance. The cost of maintenance revenues increased 61% from
$821,000 in the six months ended June 30, 1996 to $1.3 million in the six months
ended June 30, 1997. The cost of maintenance revenues as a percentage of such
revenues increased from 29% in the six months ended June 30, 1996 to 33% in the
six months ended June 30, 1997. The increase in costs reflected the continued
development of a dedicated support infrastructure for the Company's operations
as the total number of full-time employees in client support increased from 21
as of June 30, 1996 to 35 as of June 30, 1997.
Cost of Professional Services. The cost of professional services revenues
increased 15% from $2.1 million in the six months ended June 30, 1996 to $2.4
million in the six months ended June 30, 1997. The cost of professional services
revenues as a percentage of such revenues decreased from 74% in the six months
ended June 30, 1996 to 65% in the six months ended June 30, 1997, primarily due
to an increase in the utilization rates and average billing rates of the
personnel performing the services.
Operating Expenses
Selling and Marketing. Selling and marketing expenses increased 16% from
$4.2 million in the six months ended June 30, 1996 to $4.9 million in the six
months ended June 30, 1997. Selling and marketing expenses in the six months
ended June 30, 1996 and 1997 represented 32% and 33%, respectively, of total
revenues for each of those periods. The increase in selling and marketing
expenses was primarily due to direct selling costs associated with a contract
signed with an international client and an increase in recruiting and personnel
expenses related to the sales and marketing staff.
Research and Development. Research and development expenses increased 3%
from $3.2 million in the six months ended June 30, 1996 to $3.3 million in the
six months ended June 30, 1997. Research and development expenses in the six
months ended June 30, 1996 and 1997 represented 24% and 22%, respectively, of
total revenues for those periods. The increase in research and development
expenses was primarily due to increases in personnel costs for existing
employees.
General and Administrative. General and administrative expenses increased
43% from $1.9 million in the six months ended June 30, 1996 to $2.7 million in
the six months ended June 30, 1997, representing 15% and 18%, respectively, of
total revenues for those periods. The increase in general and administrative
expenses was primarily due to an increase in the bad debt reserve of $775,000,
an increase in a reserve for legal expenses and recruiting fees, and salary for
the new president of the Company.
Interest Income. The Company recorded net interest income of $121,000 in
the six months ended June 30, 1996 as compared to net interest income of
$999,000 in the six months ended June 30, 1997. The increase was primarily due
to investing the proceeds from the Company's initial public offering for the
entire six-month period ended June 30, 1997 as compared to approximately one
month in the six months ended June 30, 1996.
12
<PAGE>
Provision for Income Taxes. The Company had effective tax rates of
approximately 40% and 36% for the six months ended June 30, 1996 and 1997,
respectively. The tax rate decrease was primarily based on the results of
foreign operations in countries where the tax rates are lower than in the United
States and from a larger percentage of income generated from tax-free interest
income. Based on the results to date, the Company believes it will be able
to utilize the lower tax rates in Malaysia and the United Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1996 and 1997, the Company
financed its operations primarily through cash flows generated from operations.
Net cash provided by operations was $97,000 and $5.5 million for the six months
ended June 30, 1996 and 1997, respectively. The increase in the cash provided by
operations between these periods consisted primarily of a decrease in accounts
receivable and an increase in deferred revenues. The Company improved
collections on license fees by receiving a higher percentage of new license fees
at the time of signing the contract. The Company has also entered into contracts
for which initial payments have been received but software license revenues
cannot be recognized. To the extent payments have been received, deferred
revenues are recorded until the criteria for license revenue recognition have
been met. The Company invoices clients for maintenance at the beginning of a
maintenance period and generally will receive payment prior to recognizing all
of the revenues associated with the maintenance invoice. The change in deferred
revenues was primarily due to a large increase in maintenance billings from the
increased number and size of software licensees. While there was an increase in
deferred revenues, there was no similar increase in accounts receivable. This
was due to the collections of the accounts receivable on the maintenance
contracts.
Investing activities used cash of $629,000 and $11.3 million for the
six months ended June 30, 1996 and 1997, respectively. Investing activities
during the six months ended June 30, 1997 consisted primarily of a change in the
investment portfolio whereby the Company increased its positions in investments
which matured in less than 90 days and had fewer investments in securities with
maturities greater than 90 days.
Financing activities provided cash of $51.8 million for the six months
ended June 30, 1996 and used cash of $1.0 million for the six months ended June
30, 1997. Financing activities during the six months ended June 30,1996
consisted primarily of proceeds of $52.6 million from the issuance of common
stock in the initial public offering, proceeds of $443,000 from the exercise of
stock options and the repayment of $1.3 million of debt. Financing activities
during the six months ended June 30,1997 consisted primarily of the repayment of
$1.8 million of debt, offset by the release of a letter of credit of $505,000.
In connection with the acquisition of Chalke Incorporated on March 31, 1995, the
Company issued a promissory note in the principal amount of $3.0 million, with
an imputed interest rate of 7.91% per annum. The final payment of $1.5 million
was paid on April 4, 1997.
As of June 30, 1997, the Company had $55.4 million in cash, cash
equivalents and marketable securities. 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.
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 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.
13
<PAGE>
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.
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
14
<PAGE>
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.
Risks Associated with International Operations.The Company intends to expand its
international sales activity as part of its business strategy. To accomplish
such expansion, the Company must establish additional foreign operations and
hire additional personnel, requiring significant management attention and
financial resources that could materially adversely affect the Company's
business, financial condition or results of operations. An increase in the value
of the U.S dollar relative to foreign currencies could make the products more
expensive and, therefore, potentially less competitive in those markets. An
increasing portion of the Company's international sales are denominated in
foreign currency. The Company hedges some of this risk; however, significant
fluctuations in the value of foreign currencies could have an adverse effect on
the earnings of the Company. In addition, the Company's international business
may be subject to a variety of risks, including difficulties in obtaining U.S.
export licenses, potentially longer payment cycles, increased costs associated
with maintaining international marketing efforts, the introduction of non-tariff
barriers and higher duty rates and difficulties in enforcement of contractual
obligations and intellectual property rights. There can be no assurance that
such factors will not have a material adverse effect on the Company's business,
financial condition or results of operations.
Accounting Standards Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share" must be adopted in the fourth quarter of 1997. Upon
such adoption, all prior periods are required to be restated. The standard
requires the replacement of the current primary earnings per share presentation
with a basis earnings per share presentation. Basic earnings per share includes
no dilution and is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the period. The
standard also requires companies with complex capital stock structures to
disclose diluted earnings per share and, among other things, a reconciliation
of the numerator and denominator for purposes of the calculation. Management
does not believe the adoption of SFAS No. 128 will not have a material impact on
the calculation of earnings per share.
In February 1997, the Financial Accounting Standards Board ("FASB") also issued
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure." This pronouncement establishes standards for the
disclosure of information about an entity's capital structure and is effective
for financial statements issued for periods ending after December 15, 1997. The
adoption of this pronouncement is expected to have no impact on the disclosures
in the financial statements of the Company.
In June 1997, the FASB issued two pronouncements, Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," (SFAS No. 130)
and No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS No. 131) SFAS No. 130 establishes standards for reporting and
display of comprehensive income, which is defined as the equity of a business
enterprise during a period from nonowner sources. SFAS No. 130 is effective for
years beginning after December 15, 1997 and requires restatement of financial
statements for all prior years presented. The adoption of SFAS No. 130 is
expected to impact the presentation of financial information only.
SFAS No. 131 requires public companies to report financial and descriptive
information about operating segments in their financial statements and requires
selected information about operating segments to be reported in interim
financial reports issued to shareholders. Operating segment financial
information is required to be reported on the basis that is used internally for
evaluating segment performance and allocation of resources. SFAS No. 131 is
effective for financial statements for periods beginning after December 15, 1997
and requires presentation of comparative information for prior periods
presented. The adoption of SFAS No. 131 is expected to impact the way the
Company reports information about its operating segments.
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.
15
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
On March 18, 1997, Elery G. Montagna and Marjory G. Montagna filed a
purported class action lawsuit in the United States District Court for the
Southern District of New York (the "New York Complaint") against the Company,
its Chief Executive Officer, its Executive Vice President and its Chief
Financial Officer, as well as against Alex. Brown & Sons Incorporated ("Alex.
Brown") and Hambrecht & Quist LLC ("Hambrecht & Quist"), the lead managers of
the Company's initial public offering. On April 8, 1997, Marc A. Feiner filed a
purported class action lawsuit in the United States District Court for the
District of Connecticut (the "Connecticut Complaint") against the Company, its
directors and its Chief Financial Officer, as well as against Alex. Brown and
Hambrecht & Quist. On July 8, 1997, Marc A. Feiner, Joseph Aogiere, Arthur S.
Davis, Theodore S. Davis, James Gregory, Brian Kreidler, Daniel Kreidler, Robert
Miller, Elery Montagna, Marjory Montagna and Gilda Shapiro Trust filed a
Consolidated Amended Class Action Complaint in the United States District Court
for the District of Connecticut (the "Consolidated Complaint") in which the New
York Complaint and the Connecticut Complaint were consolidated and amended. The
Consolidated Complaint claims that the Prospectus for the Company's initial
public offering allegedly made material misrepresentations in violation of
Sections 11 and 12(2) of the Securities Act of 1933. The plaintiffs are seeking
an undetermined amount of damages and costs and expenses of the litigation.
Although the Company believes that it has meritorious defenses to the claims
made in the lawsuit and intends to contest the lawsuit vigorously, an adverse
resolution of the lawsuit could have a material adverse effect on the Company's
financial condition and results of operations in the period in which the
litigation is resolved.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the 1997 Annual Meeting of Stockholders of the Company (the "Annual
Meeting") held on April 24, 1997, the following matters were acted upon by the
stockholders of the Company:
1. The election of Jonathan M. Schofield and William W. Wyman as
Class I Directors for the ensuing three years; and
2. Ratification of the appointment of Coopers & Lybrand L.L.P. as
independent public accountants of the Company for the current year.
The number of shares of Common Stock outstanding and entitled to vote
at the Annual Meeting was 12,433,712. The other directors of the Company, whose
terms of office as directors continued after the Annual Meeting, are Peter L.
Bloom, Shane A. Chalke, David W. Clark, Jr., Joseph H. Fisher, William E. Ford
and William C. Stone. The results of the voting on each of the matters presented
to stockholders at the Annual Meeting are set forth below:
<TABLE>
<CAPTION>
Votes Votes Votes Broker
For Withheld Against Abstentions Non-Votes
--- -------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Election of Class I Directors:
Jonathan M. Schofield 11,181,111 13,463 N/A N/A N/A
William W. Wyman 11,181,211 13,363 N/A N/A N/A
Ratification of Independent
Public Accountants 11,159,080 N/A 32,313 3,181 N/A
</TABLE>
16
<PAGE>
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.
17
<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: August 14, 1997 By:/s/ John S. Wieczorek
------------------------
John S. Wieczorek
Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial and Accounting
Officer)
18
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE>
Exhibit 11
SS&C Technologies, Inc.
Statement Regarding The Computation of Net income
per common and common equivalent shares (4)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30, June 30, June 30,
-------- -------- -------- --------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Historical - Primary (1):
Weighted average issued common and preferred
stock outstanding (2)......................... 10,156,087 12,506,848 9,625,128 12,462,405
Weighted average cheap stock (3).............. 484,380 - 484,380 -
Weighted average common stock equivalents..... 698,500 1,370,126 698,500 1,370,126
Less: Assumed purchase of treasury stock...... (198,717) (1,044,138) (229,991) (1,030,500)
--------------- -------------- --------------- ---------------
Weighted average number of common and common
equivalent shares outstanding............. 11,140,250 12,832,836 10,578,017 12,802,031
=============== ============== =============== ===============
Net income.................................................. $98,743 $621,321 $411,922 $722,736
=============== ============== =============== ===============
Net income per common and common equivalent share........... $0.01 $0.05 $0.04 $0.06
=============== ============== =============== ===============
Supplemental
Pro forma (5):
Weighted average issued common and preferred
stock outstanding.(2)......................... 10,156,087 12,506,848 9,625,128 12,462,405
Weighted average cheap stock (3).............. 484,380 - 484,380 -
Weighted average common stock equivalents..... 698,500 1,370,126 698,500 1,370,126
Less: Assumed purchase of treasury stock...... (198,717) (1,044,138) (229,991) (1,030,500)
--------------- -------------- --------------- ---------------
Weighted average number of common and common
equivalent shares outstanding............. 11,140,250 12,832,836 10,578,017 12,802,031
=============== ============== =============== ===============
Net income.................................................. $98,743 $621,321 $411,922 $722,736
=============== ============== =============== ===============
Net income per common and common equivalent share........... $0.01 $0.05 $0.04 $0.06
=============== ============== =============== ===============
</TABLE>
Notes:
(1) For the three months and six months ended June 30, 1996, all common and
common equivalent share amounts have been restated to reflect the 10-for-1 stock
split on April 25, 1996 as if in effect from the date of issuance.
(2) For the three months and six months ended June 30, 1996, 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 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 the three months and six months ended June 30, 1996.
(4) Fully diluted net income per common and common equivalent share is not
presented as it was the same for all periods presented.
(5) The supplemental pro forma net income per common share is computed in the
same manner as historical net income per share except that all outstanding
shares of preferred stock, which were converted into common stock upon the
closing of the initial public offering, were treated as having been converted
into common stock at the date of original issuance.
<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 ON FORM 10Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 29,267 29,267
<SECURITIES> 26,139 26,139
<RECEIVABLES> 11,119 11,119
<ALLOWANCES> 2,145 2,145
<INVENTORY> 0 0
<CURRENT-ASSETS> 66,106 66,106
<PP&E> 5,970 5,970
<DEPRECIATION> 2,705 2,705
<TOTAL-ASSETS> 76,046 76,046
<CURRENT-LIABILITIES> 10,661 10,661
<BONDS> 0 0
0 0
0 0
<COMMON> 139 139
<OTHER-SE> 65,246 65,246
<TOTAL-LIABILITY-AND-EQUITY> 76,046 76,046
<SALES> 8,795 15,095
<TOTAL-REVENUES> 8,795 15,095
<CGS> 0 0
<TOTAL-COSTS> 2,003 4,005
<OTHER-EXPENSES> 1,795 3,309
<LOSS-PROVISION> 693 771
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 955 1,126
<INCOME-TAX> 334 403
<INCOME-CONTINUING> 621 723
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 621 723
<EPS-PRIMARY> .05 .06
<EPS-DILUTED> .05 .06
</TABLE>
