<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 March 31, 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 April
30, 1997:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 12,455,087
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SS&C TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Condensed Balance Sheets at
December 31, 1996 and March 31, 1997 3
Consolidated Condensed Statements of Operations
for the three-month periods
ended March 31, 1996 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the three-month periods ended March 31, 1996 5
and 1997
Notes to Consolidated Condensed Financial
Statements 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 14
EXHIBIT INDEX 15
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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.
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, March 31,
1996 1997
---------------- --------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $36,091 $43,173
Marketable securities 15,580 10,843
Accounts receivable, net 8,434 6,907
Unbilled accounts receivable, net 3,455 3,320
Income taxes 1,058 1,065
Other 885 1,083
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Total current assets 65,503 66,391
Property and equipment, net 3,126 3,185
Unbilled accounts receivable - related party 630 578
Unbilled accounts receivable, net 1,387 1,442
Intangible assets, net 1,905 1,748
Deferred income taxes 3,230 3,230
Other 505 -
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Total assets $76,286 $76,574
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt - related party $1,390 $1,390
Current portion of long-term debt 450 -
Accounts payable 476 519
Accrued expenses 2,526 2,229
Deferred revenues 7,090 7,916
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Total current liabilities 11,932 12,054
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Commitments and Contingencies (Note 4)
Stockholders' equity:
Common stock 137 138
Additional paid-in capital 69,598 69,662
Accumulated deficit (2,976) (2,875)
Less treasury stock, at cost (2,405) (2,405)
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Total stockholders' equity 64,354 64,520
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Total liabilities and stockholders' equity $76,286 $76,574
========= =========
</TABLE>
3
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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
--------------------------
March 31, March 31,
1996 1997
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<S> <C> <C>
Revenues:
Software licenses $ 4,253 $ 2,513
Maintenance 1,306 1,974
Professional services 1,321 1,826
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Total revenues 6,880 6,313
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Cost of revenues:
Software licenses 105 118
Maintenance 374 685
Professional services 980 1,245
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Total cost of revenues 1,459 2,048
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Gross profit 5,421 4,265
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Operating expenses:
Selling and marketing 2,198 2,050
Research and development 1,555 1,579
General and administrative 1,135 920
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Total operating expenses 4,888 4,549
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Operating income (loss) 533 (284)
Interest income (expense), net (12) 455
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Income before income taxes 521 171
Provision for income taxes 208 70
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Net income $ 313 $ 101
========= ===========
Net income per common and
common equivalent share $ 0.03 $ 0.01
========= ===========
Weighted average number of common and
common equivalent shares outstanding 10,125,914 12,761,991
========== ===========
</TABLE>
4
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1996 1997
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 313 $ 101
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Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 390 438
Provision for doubtful accounts 168 79
Changes in operating assets and liabilities:
Accounts receivable 1,012 1,448
Unbilled accounts receivable (331) 132
Other 98 (198)
Accounts payable 233 43
Accrued expenses (103) (297)
Deferred revenues 875 826
Income taxes (310) (7)
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Total adjustments 282 2,464
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Net cash provided by operating activities 595 2,565
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Cash flows from investing activities:
Additions to other assets - capitalized software - (64)
Additions to property and equipment (168) (276)
Changes in marketable securities, net - 4,737
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Net cash provided by (used in) investing activitie (168) 4,397
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Cash flows from financing activities:
Exercise of options - 65
Release of collateral requirement on letter of credit - 505
Repayment of debt - (450)
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Net cash provided by financing activities - 120
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Net increase in cash and cash equivalents 427 7,082
Cash and cash equivalents, at beginning of period 1,585 36,091
----------- -----------
Cash and cash equivalents, at end of period $ 2,012 $ 43,173
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ - $ -
Income taxes 517 82
</TABLE>
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 March 31, 1997 and the results of its operations for
the three months ended March 31, 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 months ended March 31, 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 months ended March 31, 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 all periods
presented (using the treasury stock method and the anticipated initial public
offering price). In addition, 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 both 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 both 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 things, a reconciliation of the numerator
and denominator for purposes of the calculation.
6
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Management has not made a determination of the impact that the adoption of SFAS
No. 128 would have on the financial statements.
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. 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 March 31, 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 three months ended March 31, 1997 was $53,250, including sales tax. There
was no balance currently billed and receivable at March 31, 1997.
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 final payment of $1,500,000 was due to be paid on March 31, 1997. The
Company paid the note in full with all accrued interest on April 4, 1997.
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. The
Complaints claim that the Prospectus for the Company's initial public offering
allegedly misrepresented how the offering price for the Company's initial public
offering was established. The plaintiffs in each 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 each lawsuit
and intends to contest the Complaints 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.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1997
Revenues
The Company's revenues are derived from software licenses and related
maintenance and professional services. Total revenues decreased 8% from $6.9
million in the three months ended March 31, 1996 to $6.3 million in the three
months ended March 31, 1997.
Software Licenses. Software license revenues decreased 41% from $4.3 million
in the three months ended March 31, 1996 to $2.5 million in the three months
ended March 31, 1997. CAMRA and FILMS software license revenues, including
international license revenues, decreased 47% from $3.9 million in the three
months ended March 31, 1996 to $2.1 million in the three months ended March 31,
1997. The primary reasons for the decline in the CAMRA and FILMS license
revenues was due to a software license of $1.5 million to a related party in
1996 with no similar transaction in the current period, as well as a longer than
anticipated sales cycle with respect to the CAMRA and FILMS products. Finesse
license revenues increased from $29,000 in the three months ended March 31, 1996
to $122,000 in the three months ended March 31, 1997. The 1997 Finesse license
revenues represent the first commercial license revenues for the product. In
1996, Finesse license revenues were associated with the joint development of the
product. There were no international sales in the three months ended March 31,
1996 as compared to $258,000 in the three months ended March 31, 1997.
Maintenance. Maintenance revenues increased 51% from $1.3 million in the three
months ended March 31, 1996 to $2.0 million in the three months ended March 31,
1997. The increase was primarily due to an increase in the Company's installed
base of clients with maintenance contracts as a result of CAMRA and FILMS
license sales, representing $482,000 of the increase, and PTS 2000 and Finesse
license sales, representing $186,000 of the increase.
Professional Services. Professional services revenues increased 38% from $1.3
million in the three months ended March 31, 1996 to $1.8 million in the three
months ended March 31, 1997. The increase was primarily due to the increase in
demand for the Company's implementation, conversion and training services,
including international clients. Hourly rates on international assignments are
significantly higher than rates on domestic assignments.
Cost of Revenues
Total cost of revenues increased 40% from $1.5 million in the three months
ended March 31, 1996 to $2.0 million in the three months ended March 31, 1997.
The gross profit decreased from 79% for the three months ended March 31, 1996 to
68% for the three months ended March 31, 1997, primarily due to a change in the
mix of revenues. Software license revenues, which have a high gross profit
margin, represented a lower percentage of total revenues in 1997 as compared
with 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 12% from $105,000 in the three months
ended March 31, 1996 to $118,000 in the three months ended March 31, 1997. The
cost of software license revenues as a percentage of such revenues increased
from 2% in the three months ended March 31, 1996 to 5% in the three months ended
March 31, 1997. The 1996 cost of software license revenues as a percentage of
such revenues was lower than the 1997 cost of software license revenues as a
percentage of such revenues primarily due to the large related party software
license revenue included in 1996 which did not have any significant costs
associated with its delivery.
8
<PAGE>
Cost of Maintenance. Cost of maintenance revenues is primarily comprised of
technical customer support and development costs associated with product and
regulatory updates. The cost of maintenance revenues increased 83% from $374,000
in the three months ended March 31, 1996 to $685,000 in the three months ended
March 31, 1997. The cost of maintenance revenues as a percentage of such
revenues increased from 29% in the three months ended March 31, 1996 to 35% in
the three months ended March 31, 1997. The increase in costs reflect 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 March 31, 1996 to 32 as of March 31, 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 27%
from $980,000 in the three months ended March 31, 1996 to $1.2 million in the
three months ended March 31, 1997. The cost of professional services revenues as
a percentage of such revenues decreased from 74% in the three months ended March
31, 1996 to 68% in the three months ended March 31, 1997, primarily due to
increases 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
decreased 7% from $2.2 million in the three months ended March 31, 1996 to $2.1
million in the three months ended March 31, 1997. Selling and marketing expenses
for the three months ended March 31, 1996 and 1997 represented 32% of total
revenues for each of those periods. The decrease in selling and marketing
expenses is primarily due to a large expenditure for new marketing brochures in
1996 for which there was no similar expenditure in 1997 as well as a decrease in
marketing salaries due to a reduction in marketing personnel associated with the
COPE product. The development of the COPE product was discontinued in 1996.
These decreases were partially offset by an increase in expenses for
international sales operations.
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 remained relatively stable at $1.6 million in the three months ended
March 31, 1996 and in the three months ended March 31, 1997. Research and
development expenses in the three months ended March 31, 1996 and 1997
represented 23% and 25%, respectively, of total revenues for those periods.
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 decreased 19% from $1.1 million in
the three months ended March 31, 1996 to $920,000 in the three months ended
March 31, 1997, representing 16% and 15%, respectively, of total revenues for
those periods. The decrease in general and administrative expenses was generally
attributable a reduction in legal fees and a reduction in the portion of the bad
debt accrual based on a general allocation of accounts less than 90 days.
Interest Income (Expense). The Company recorded net interest expense of
$12,000 in the three months ended March 31, 1996 and net interest income of
$455,000 in the three months ended March 31, 1997. The net interest income was
primarily due to the interest earned on investing the proceeds from the
Company's initial public offering.
Provision for Income Taxes. The Company had effective tax rates of
approximately 40% and 41% for the three months ended March 31, 1996 and 1997,
respectively.
9
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LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1996 and 1997, the Company
financed its operations primarily through cash flows generated from operations.
Cash provided by operations was $595,000 and $2.6 million for the three months
ended March 31, 1996 and 1997, respectively. The increase in the cash provided
by operations between these periods consisted primarily of an increase in
deferred revenues. 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 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 substantial change in deferred revenues was
primarily due to a large increase in maintenance billings from the increased
number of CAMRA, FILMS and PTS 2000 software licensees. While there was a large
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. Accounts receivable decreased $1.2 million for the three
months ended March 31, 1996 as compared to a net decrease of $1.5 million in the
three months ended March 31, 1997. During the three months ended March 31, 1996,
unbilled receivables increased $331,000 as compared to a decrease of $132,000
in the three months ended March 31, 1997. The Company's unbilled accounts
receivable as of March 31, 1997 include $2.0 million which are due beyond twelve
months.
Investing activities used cash of $168,000 for the three months ended
March 31, 1996 and provided cash of $4.4 million for the three months ended
March 31, 1997. Investing activities during the three months ended March 31,
1997 consisted primarily of a change in the investment portfolio whereby the
Company increased its position in investments which matured in less than 90 days
and had fewer investments in securities with maturities greater than 90 days.
Financing activities for the three months ended March 31, 1997
provided cash of $120,000 and consisted primarily of a settlement of debt of
$450,000, which allowed for the release of the collateral on a letter of credit.
The collateral release lifted the restriction on a $505,000 certificate of
deposit.
As of March 31, 1997, the Company had $54.0 million in cash, cash
equivalents and marketable securities. 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, which was due on March 31, 1997, was
paid on April 4, 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.
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.
10
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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
11
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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. The Company's
international sales are primarily denominated in U.S. dollars. 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. Currently, the Company does not employ currency hedging strategies to
reduce this risk. 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.
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.
12
<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. Each of the New York Complaint and the Connecticut Complaint
claims that the Prospectus for the Company's initial public offering allegedly
misrepresented how the offering price for the Company's initial public offering
was established. The plaintiffs in each suit 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 each lawsuit and
intends to contest the lawsuits vigorously, an adverse resolution of these
lawsuits 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 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.
13
<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: May 14, 1997 By:/s/ John S. Wieczorek
----------------------------
John S. Wieczorek
Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
10.1 Employment Agreement between the Registrant and David M.
Stoner, dated April 2, 1997.
*10.2 Senior Officer Short-Term Incentive Plan
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
- ------------------------
* Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.
15
<PAGE>
EXHIBIT 10.1
April 2, 1997
Mr. David M. Stoner
183 Maple Street
Litchfield, CT 06759
Dear David:
I am very pleased to extend an offer to you to join the SS&C Technologies, Inc.
team as President and Chief Operating Officer. You will be responsible for
SS&C's overall organization.
A complete description of responsibilities will be provided upon your joining
SS&C and we will jointly map out goals and expectations. I would expect that
you would be joining SS&C full time no later than April 15, 1997.
We have structured a compensation package that consists of six components:
salary, incentive plan, stock options, benefits, severance, signing bonus, and
board seat.
1. Salary
Base salary of $225,000, paid according to standard company payroll policy.
2. Incentive Plan
You are eligible for the 1997 SS&C incentive compensation plan. Target
compensation for this plan @ 100% is $62,000 at 125% of plan is $82,000.
3. Stock Options
The company will grant you participation in the 1994 stock option plan. You
will be eligible to receive options to be 250,000 shares of SS&C Common
Stock which will vest annually over four years. This equates to
approximately 2% of SS&C's outstanding shares. The option price will be the
price at the close of business on your start date. The option price is
adjusted to reflect the value of the company and historically the price has
risen.
3A. Options will be vested in full upon change of ownership.
4. Benefits
Over the first few days, we will review the 401(k) Plan, education, short-
term disability, vacation, and other benefits in greater detail. However,
you are eligible for health insurance benefits on your start date with SS&C.
Our medical plan is
<PAGE>
with the Aetna, through CBIA, the Connecticut Business and Industry
Association and our Dental with The Guardian Life Insurance Company. We
offer employees the option of their portion of health insurance premiums to
be taken out of their gross salary via a premium conversion plan. We can
discuss the tax implications of the plan in more detail.
5. Severance
Although we hope that the employment relationship will be mutually
satisfactory, your employment with SS&C is "at will." This means that your
employment is for no specific period of time, however in the event you are
involuntarily terminated for reasons other than cause, you will receive
continuing base salary and benefits for a period of 6 months. If you are
involuntarily terminated for reason other than cause (examples are:
committing a felony or misdemeanor and unethical or dishonest behavior)
within the first year, 25% of your options will immediately vest. Specific
wording on this matter is more clearly defined in the stock option plan,
which will be provided on your start date.
6. Board Seat
You will be nominated for SS&C's Board of Directors and all efforts will be
made to have you installed no later than the July 1997 Board meeting.
You understand and agree that no facts or circumstances arising out of
employment, including length of employment or any conduct by the company,
including express or implied agreements, can alter the at will employment
relationship unless specifically set forth in writing and signed by you and the
Chief Executive of the company.
It is our policy to have all new employees sign an Employee Confidentiality
Agreement which will be provided for your signature on your first day of
employment. We are also required by law to assure your right to work in the
United States. Please provide a copy of your birth certificate or passport on
or before your first day of employment.
This letter sets forth, fully, all understandings and agreements between you and
SS&C regarding your employment. Please acknowledge your acceptance of our offer
by signing and dating this letter and returning it to me. A copy is included
for your records.
<PAGE>
David, this is a key position in a fast growing, results oriented company. I
think SS&C is an excellent opportunity for you to leverage your background and
abilities and you will find that as you help this company succeed, you will be
highly rewarded.
Sincerely,
/s/ William C. Stone
William C. Stone
Chief Executive Officer
ACCEPTED BY:
/s/ David M. Stoner
- -----------------------------------
Mr. David M. Stoner
<PAGE>
EXHIBIT 10.2
CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
SS&C TECHNOLOGIES, INC. ("the Company")
SENIOR OFFICER SHORT-TERM INCENTIVE PLAN ("the Plan")
Background: Compensation at the Company comprises (1) base salary, (2) fringe
- ----------
benefits, (3) short-term incentives and (4) long-term incentives (i.e. stock
options). In years prior to 1997, most short-term incentives have been
commissions and bonuses awarded by the CEO, largely at his discretion. The
Board of Directors and Senior Management therefore desire to formalize the
awarding of bonuses, through the establishment of this Plan, so that all parties
have a clear understanding of the Company's annual financial goals and the
potential rewards for meeting such goals or exceeding such goals.
DEFINITIONS
-----------
Aggregate Salaries: The total of all Participants' Base Salaries for the
- ------------------
Company fiscal year ("the Plan Year").
Base Salary: The amount earned by the Participant during the course of the Plan
- -----------
Year, excluding bonuses and/or commissions.
Participant: The determination of who will be a Participant in the Plan will be
- -----------
made by the Compensation Committee of the Company's Board of Directors ("the
Committee") at the beginning of the Plan Year, or in the case of 1997, upon
enactment of the Plan. The Committee may also approve a new Participant during
the course of the Plan Year; however, such Participant's Base Salary for
purposes of any calculation made pursuant to this Plan will be prorated based on
the number of days in which such individual was a Participant. A Participant
must also be employed by the Company at the end of the Plan Year in the same
position that the individual held at the beginning of the Plan Year, or in a
position of greater responsibility within the Company. Should this not be the
case, such individual will not be considered a Participant and such individual's
bonus, if any, will be determined by the Committee in its sole discretion.
Pre-tax Net Income ("PTNI"): PTNI will be determined based on the comparable
- ------------------
amount in the Company's annual audited financial statements prior to the bonus
accrual applicable to this Plan and adjusted for the impact of tax-exempt income
and such other adjustments as the Committee in its sold discretion considers
appropriate.
<PAGE>
CONFIDENTIAL MATERIALS OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS
DENOTE SUCH OMISSIONS.
Planned Earnings Per Share ("PEPS"): PEPS is the net income planned for the
- --------------------------
Company's fiscal year before income taxes and the bonuses applicable to this
Plan. The PEPS can be adjusted during the course of the Plan Year by the
Committee as it, in its sole discretion, may consider appropriate, for major
events not included in the initial net income plan for the Company. Two
examples of this type of an adjustment would be earnings from an acquisition
made during the Plan Year or a write-off of purchased in process research and
development.
BONUS FORMULA
-------------
The Total Bonus available for all Participants will be based upon achievement of
the PEPS:
(1) If PEPS is * * * * * but less than * * * * * , the bonus will be 10%
of Aggregate Salaries
(2) If PEPS is * * * * * but less than * * * * * , the bonus will be 30%
of Aggregate Salaries
(3) If PEPS is * * * * * or more the bonus will be 50% of Aggregate
Salaries
The Total Bonus will be reduced by any bonus reduction resulting from the
Participant limitations described in the next section.
DISTRIBUTION OF TOTAL BONUS
---------------------------
The Total Bonus will be paid in cash or restricted securities to the
Participants not later than 105 days after the completion of the Plan Year.
Each Participants' share of the Total Bonus will be calculated as follows:
(1) 75% of the Total bonus will be awarded based on the relationship that each
Participant's Base Salary bears to the Aggregate Salaries. (For example,
if PTNI equaled 100% of PEPS, the award to each Participant would be 50% of
Base Pay multiplied by 75%).
(2) The remaining 25% of the Total Bonus will be awarded to individual
Participants in an amount determined by the Committee.
<PAGE>
Notwithstanding the foregoing, the Total Bonus payable to any Participant is
limited to the lesser of $1,000,000 or five times a Participant's Base Salary.
Furthermore, the bonus otherwise payable to a Participant who receives
commissions, shall be reduced by 50% of the total commissions earned by such
Participant during the Plan Year. Any bonus reduction resulting from the
foregoing limitations will reduce the Total Bonus for all Participants.
<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
-------------------
MARCH 31,
---------
1996 1997
---------- ----------
(unaudited)
<S> <C> <C>
Historical - Primary (1):
Weighted average issued common and preferred
stock outstanding (2)............................. 9,041,540 12,417,962
Weighted average cheap stock (3).................... 484,380 -
Weighted average common stock
equivalents....................................... 970,500 945,208
Less: Assumed purchase of
treasury stock.................................... (370,506) (601,179)
----------- -----------
Weighted average number of common
and common equivalent shares outstanding 10,125,914 12,761,991
=========== ==========
Net income...................................................... $ 313,179 $ 101,425
=========== ==========
Net income per common and common equivalent share............... $.03 $ 0.01
=========== ==========
Supplemental Pro forma (5):
Weighted average issued common and preferred stock
outstanding(2).................................... 9,041,540 12,417,962
Weighted average cheap stock (3).................... 484,380 -
Weighted average common stock
equivalents...................................... 970,500 945,208
Less: Assumed purchase of
treasury stock.................................... (370,506) (601,179)
----------- -----------
Weighted average number of
common and common equivalent shares
outstanding................................. 10,125,914 12,761,991
=========== ===========
Net income........................................................ $ 313,179 $ 101,425
=========== ===========
Net income per common and common equivalent share................. $0.03 $ 0.01
=========== ===========
</TABLE>
- --------
Notes:
(1) For the three months ended March 31, 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 ended March 31, 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 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 the three months ended March 31, 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>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 43,173
<SECURITIES> 10,843
<RECEIVABLES> 11,729
<ALLOWANCES> 1,502
<INVENTORY> 0
<CURRENT-ASSETS> 66,391
<PP&E> 5,668
<DEPRECIATION> 2,483
<TOTAL-ASSETS> 76,574
<CURRENT-LIABILITIES> 12,054
<BONDS> 0
0
0
<COMMON> 138
<OTHER-SE> 64,382
<TOTAL-LIABILITY-AND-EQUITY> 76,574
<SALES> 6,313
<TOTAL-REVENUES> 6,313
<CGS> 0
<TOTAL-COSTS> 2,048
<OTHER-EXPENSES> 1,579
<LOSS-PROVISION> 79
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 171
<INCOME-TAX> 70
<INCOME-CONTINUING> 101
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 101
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
