<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, 1998
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 000-28430
SS&C TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1169696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Lamberton Road
Windsor, Connecticut 06095
(Address of principal executive offices) (Zip Code)
860-298-4500
(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, 1998:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 14,566,203
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SS&C TECHNOLOGIES, INC.
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at June 30, 1998
and December 31, 1997 3
Consolidated Condensed Statements of Operations
for the three- and six-month periods
ended June 30, 1998 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the six-month periods ended June 30, 1998
and 1997 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 14
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 14
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Events 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 17
EXHIBIT INDEX 18
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and 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>
JUNE 30, DECEMBER 31,
1998 1997
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,402 $ 23,660
Marketable securities 35,649 35,058
Accounts receivable, net 9,510 7,591
Unbilled accounts receivable, net 9,595 5,472
Income taxes 478 1,157
Other 2,977 1,563
-------- --------
Total current assets 69,611 74,501
Property and equipment, net 7,458 4,018
Unbilled accounts receivable - related party 316 420
Unbilled accounts receivable, net 794 828
Deferred income taxes 5,919 3,205
Intangibles, investments and other assets, net 8,617 2,336
-------- --------
Total assets $ 92,715 $ 85,308
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt - related party $ 527 $ 668
Current portion of long-term debt -- 313
Accounts payable 1,917 1,440
Accrued bonus payable 839 1,663
Deferred licensing and professional services revenues 1,622 1,618
Accrued expenses 3,195 4,077
Deferred maintenance revenues 9,485 7,528
-------- --------
Total current liabilities 17,585 17,307
-------- --------
Long-term debt - related party 250 250
-------- --------
Total liabilities 17,835 17,557
-------- --------
Commitments and Contingencies (Note 2)
Stockholders' equity:
Common stock 145 137
Additional paid-in capital 79,297 69,089
Accumulated deficit (4,562) (1,475)
-------- --------
Total stockholders' equity 74,880 67,751
-------- --------
Total liabilities and stockholders' equity $ 92,715 $ 85,308
======== ========
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
3
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------------- ------------------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
------------------ ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $ 8,971 $ 5,797 $ 14,765 $ 8,801
Maintenance 4,802 2,200 8,009 4,355
Professional services 4,365 2,508 6,954 4,880
-------- ------- -------- -------
Total revenues 18,138 10,505 29,728 18,036
-------- ------- -------- -------
Cost of revenues:
Software licenses 42 329 313 604
Maintenance 1,438 785 2,210 1,621
Professional services 2,881 1,429 4,667 2,886
-------- ------- -------- -------
Total cost of revenues 4,361 2,543 7,190 5,111
-------- ------- -------- -------
Gross profit 13,777 7,962 22,538 12,925
-------- ------- -------- -------
Operating expenses:
Selling and marketing 4,136 2,932 7,955 5,130
Research and development 5,091 2,382 7,930 4,631
General and administrative 3,013 1,984 4,458 3,047
Write-off of purchased in-process
research and development 720 - 7,980 -
-------- ------- -------- -------
Total operating expenses 12,960 7,298 28,323 12,808
-------- ------- -------- -------
Operating income (loss) 817 664 (5,785) 117
Interest and other income, net 519 572 1,111 1,021
-------- ------- -------- -------
Income (loss) before income taxes 1,336 1,236 (4,674) 1,138
Provision for (benefit from) income taxes 454 334 (1,587) 404
-------- ------- -------- -------
Net income (loss) $ 882 $ 902 $ (3,087) $ 734
======== ======= ======== =======
Basic earnings (loss) per share $ 0.06 $ 0.07 $ (0.22) $ 0.05
======== ======= ======== =======
Basic weighted average number of
common shares outstanding 14,501 13,506 14,198 13,462
======== ======= ======== =======
Diluted earnings (loss) per share $ 0.06 $ 0.07 $ (0.22) $ 0.05
======== ======= ======== =======
Diluted weighted average number of common
and common equivalent shares outstanding 15,702 13,841 14,198 13,817
======== ======= ======== =======
</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,
1998 1997
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (3,087) $ 734
-------- --------
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 2,244 920
Purchased in-process research and development 7,980 -
Deferred income taxes (2,714) (1)
Provision for doubtful accounts 1,254 716
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (1,314) 3,248
Unbilled accounts receivable (1,669) (494)
Other (1,351) (60)
Accounts payable (1,028) 285
Accrued expenses (1,815) (544)
Deferred revenues (790) 462
Income taxes 679 317
-------- --------
Total adjustments 1,476 4,849
-------- --------
Net cash provided by (used in)
operating activities (1,611) 5,583
-------- --------
Cash flows from investing activities:
Cash paid for business acquisitions (5,260) -
Additions to property and equipment (3,564) (649)
Investments in marketable securities, net (591) (10,559)
Capitalized software and other (2,228) (146)
-------- --------
Net cash used in investing activities (11,643) (11,354)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of options and
issuance of shares 1,450 308
Repayment of debt, net (454) (1,877)
Release of collateral requirement on
letter of credit -- 505
-------- --------
Net cash provided by (used in)
financing activities 996 (1,064)
-------- --------
Net decrease in cash and cash equivalents (12,258) (6,835)
Cash and cash equivalents, beginning of period 23,660 36,287
-------- --------
Cash and cash equivalents, end of period $ 11,402 $ 29,452
======== ========
</TABLE>
Supplemental disclosure of non-cash investing activities:
As more fully described in Note 3, effective March 20, 1998, the Company
purchased substantially all of the assets of Quantra Corporation for $15.3
million.
As more fully described in Note 3, effective April 9, 1998, the Company
purchased the outstanding shares of Savid International, Inc. and The
Savid Group, Inc. for $0.9 million.
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, 1998 and the results of its operations for the
three and six months ended June 30, 1998 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,
1997 included in the Company's Form 10-K filed with the Securities and Exchange
Commission. The December 31, 1997 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, 1998 are not necessarily indicative
of the results to be expected for the full year.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted earnings (loss) per share is
computed based on net income (loss) divided by the weighted average number of
common and common equivalent shares outstanding during the period. Common
equivalent shares comprise stock options using the treasury stock method. Common
equivalent shares are excluded from the computation if their effect is
antidilutive. Outstanding options to purchase 1.0 million shares were not
included in the computation of diluted loss per share for the six months ended
June 30, 1998 because the effect of including the options would be antidilutive.
Income available to stockholders is the same for basic and diluted earnings per
share. A reconciliation of the shares outstanding is as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic weighted average shares
outstanding 14,501 13,506 14,198 13,462
Weighted average common stock
equivalents-options 1,201 335 - 355
------- ------- ------- -------
Diluted weighted average
shares outstanding 15,702 13,841 14,198 13,817
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income ("SFAS No. 130"), effective January 1, 1998. SFAS
No. 130 requires that items defined as comprehensive income, such as foreign
currency translation adjustments, be separately classified in the financial
statements and that the accumulated balance of other comprehensive income be
reported separately from retained earnings and additional paid-in capital in the
equity section of the balance sheet. There were no material differences between
net income (loss) and comprehensive income (loss) for the three and six months
ended June 30, 1998.
6
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Accounting Standards
In June 1997, Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information ("SFAS No. 131"), was
issued. 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. SFAS No. 131 does not need to be applied to interim financial
statements in 1998. The adoption of SFAS No. 131 is expected to impact the way
the Company reports information on its operating segments.
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133"). SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999 (January 1,
2000 for the Company). SFAS No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. Management of the
Company anticipates that, due to its limited use of derivative instruments, the
adoption of SFAS No. 133 will not have a significant effect on the Company's
consolidated results of operations or its consolidated financial position.
2. 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 matter is currently in the discovery phase. 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.
3. INTANGIBLES, INVESTMENTS AND OTHER ASSETS, NET:
On March 20, 1998, the Company completed its acquisition (the "Quantra
Acquisition") of substantially all of the assets of Quantra Corporation
("Quantra") pursuant to an Asset Purchase Agreement, dated as of March 20, 1998,
among the Company, Quantra and AEGON USA Realty Advisors, Inc., the sole
stockholder of Quantra. The purchase price for the Quantra Acquisition consisted
of 546,019 unregistered shares of the Company's Common Stock valued at $8.8
million, $2.3 million in cash and the assumption of certain liabilities of
Quantra of $4.1 million, plus the costs of effecting the transaction. The
Company and Quantra also entered into an Escrow Agreement pursuant to which an
additional $1.2 million will be held in escrow to reimburse the Company in
connection with certain acquisition costs and the breaches of representations,
warranties and covenants, if any, by Quantra.
The Quantra Acquisition was accounted for as a purchase and, accordingly, the
net assets and results of operations of Quantra have been included in the
consolidated condensed financial statements from the acquisition date. The
purchase price was allocated to tangible and intangible assets based on their
fair market value on the date of the acquisition.
7
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The following summarizes the allocation of the purchase price (in thousands):
Accounts receivable $ 1,451
Unbilled accounts receivable 2,694
Equipment and furniture 425
Other assets 63
Complete technology 3,169
Incomplete technology 7,489
-------
Total purchase price $15,291
=======
The allocation to complete technology is based on future risk-adjusted cash
flows. Complete technology has been capitalized and included in the caption
"Intangibles, investments and other assets, net" in the accompanying
consolidated condensed balance sheets. Complete technology will be amortized
over two to six years based on the ratio that current gross revenues of the
products bear to the total of current and anticipated future gross revenues of
the products. The allocation to incomplete technology is also based on future
risk-adjusted cash flows and has been expensed in 1998, in accordance with
generally accepted accounting principles. The incomplete technology had not
achieved technological feasibility and had no alternative uses.
On April 9, 1998, the Company completed its acquisition (the "Savid
Acquisition") of the outstanding shares of Savid International Inc. and The
Savid Group, Inc. (together "Savid") pursuant to a Stock Purchase Agreement,
dated as of April 9, 1998, between the Company, Savid and the sole stockholder
("Stockholder") of Savid. The purchase price of the Savid Acquisition consisted
of $739,000 in cash, net of cash received, and the assumption of certain
liabilities of Savid of $118,000, plus the costs of effecting the transaction. A
further cash payment of $750,000 shall be paid as additional consideration
provided that the aggregate revenues for the period from and including April 15,
1998 through and including April 14, 2001 are greater than or equal to
$3,000,000. The Company shall pay to the Stockholder an aggregate of 10% of the
license fees with respect to sales and/or licensing of the Savid product during
the period commencing on April 15, 1998 and ending on April 14, 2003. The
results of operations of Savid prior to the acquisition were immaterial.
The Savid Acquisition was accounted for as a purchase and, accordingly, the net
assets and results of operations of Savid have been included in the consolidated
condensed financial statements from the acquisition date. The purchase price was
allocated to tangible and intangible assets based on their fair market value on
the date of the acquisition.
The following summarizes the allocation of the purchase price (in thousands):
Accounts receivable $ 30
Equipment and furniture 4
Complete technology 336
Incomplete technology 491
----
Total purchase price $861
====
The allocation to complete technology is based on future risk-adjusted cash
flows. Complete technology has been capitalized and included in the caption
"Intangibles, investments and other assets, net" in the accompanying
consolidated condensed balance sheets. Complete technology will be amortized
over approximately five years based on the ratio that current gross revenues of
the products bear to the total of current and anticipated future gross revenues
of the products. The allocation to incomplete technology is also based on future
risk-adjusted cash flows and has been expensed in 1998, in accordance with
generally accepted accounting principles. The incomplete technology had not
achieved technological feasibility and had no alternative uses.
On May 1, 1998, the Company invested $2.2 million plus an exclusive distribution
agreement for a 24% ownership interest in Caminus Energy Ventures, LLC ("CEV") a
limited liability company organized to provide comprehensive consulting services
and software technology to the power and gas trading business. The investment
was funded with cash from the proceeds of the Company's initial public offering.
The exclusive distribution agreement allows CEV to sell the Company's software
products within energy-related markets over a five-year period based on certain
terms and conditions. The Company may be required to invest up to an additional
$761,000 in accordance with the terms of the subscription agreement and in
proportion to the overall investment from all investors such that the Company's
8
<PAGE>
equity position will not fall below 24%. The Company also received a warrant to
purchase up to an additional 8.4% ownership interest in CEV upon certain terms
and conditions. The investment in CEV will be recorded on the equity method with
a delay of one quarter from CEV's actual results. The Company anticipates that
it will recognize in the third quarter of fiscal 1998 its proportionate share of
any write-off of in-process research and development attributable to CEV's
acquisition of two companies, as well as the operating results of CEV for the
two-month period ended June 30, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 and 1997
RESULTS OF OPERATIONS
Revenues
The Company's revenues are derived from software licenses and related
maintenance and professional services. Total revenues for the three and six
months ended June 30, 1998 were $18.1 million and $29.7 million, respectively,
representing increases of 73% and 65% from the $10.5 million and $18.0 million,
respectively, reported for the comparable periods of the prior year.
Software license revenues accounted for approximately 50% of total revenues in
each of the three and six months ended June 30, 1998 and 1997. Software license
revenues for the three and six months ended June 30, 1998 were $9.0 million and
$14.8 million, respectively, representing increases of 55% and 68% over the $5.8
million and $8.8 million, respectively, in the comparable periods of the prior
year. The growth in license revenues was primarily the result of continuing
strong domestic demand and growing international demand for the Company's CAMRA
product, as well as continuing strong sales of the Company's Total Return
product.
Maintenance revenues accounted for approximately one-quarter of total revenues
in each of the three and six months ended June 30, 1998 and 1997. Maintenance
revenues for the three and six months ended June 30, 1998 were $4.8 million and
$8.0 million, respectively, representing increases of 118% and 84% from the $2.2
million and $4.4 million, respectively, in the comparable periods of the prior
year. The increase in revenues was primarily the result of maintenance revenues
relating to the Quantra acquisition and the expanding customer base in the asset
management product line.
Revenues from professional services, which include implementation, conversion,
outsourcing and training services, accounted for approximately one-quarter of
total revenues in each of the three and six months ended June 30, 1998 and 1997.
Professional services revenues for the three and six months ended June 30, 1998
were $4.4 million and $7.0 million, respectively, representing increases of 74%
and 43% from the $2.5 million and $4.9 million, respectively, in the comparable
periods of the prior year. The higher revenues were primarily the result of
increasing demand both domestically and internationally for implementation and
conversion services, as well as revenues from Quantra professional services
agreements.
Gross Profit
Gross profit, as a percentage of total revenues, for each of the three and six
months ended June 30, 1998 was 76% as compared with 76% and 72%, respectively,
in the comparable periods of 1997.
Software license profit, as a percentage of software license revenues, exceeded
90% for each of the three and six months ended June 30, 1998 and 1997, as the
cost of software license revenues, which primarily includes royalties, costs of
product media, packaging, documentation and delivery, remained proportionately
small.
9
<PAGE>
Maintenance profit, as a percentage of maintenance revenues, for the three and
six months ended June 30, 1998 was 70% and 72%, respectively, as compared with
64% and 63%, respectively, in the comparable periods of 1997. For the three and
six months ended June 30, 1998, cost of maintenance revenues, which primarily
consists of technical customer support and development costs associated with
product and regulatory updates, increased by 83% to $1.4 million and 36% to $2.2
million, respectively, from $0.8 million and $1.6 million in the comparable
periods of 1997. Margins improved as increased efficiencies in servicing the
growing customer base more than offset the incremental costs required to service
the higher volume.
Professional services profit, as a percentage of professional services revenues,
for the three and six months ended June 30, 1998 was 34% and 33%, respectively,
as compared with 43% and 41%, respectively, in the comparable periods of 1997.
Cost of professional services revenues includes employee and other costs related
to providing implementation, conversion and training services to the Company's
software licensees, as well as custom programming, outsourcing, systems
integration and actuarial consulting services. For the three and six months
ended June 30, 1998, these costs increased by 102% to $2.9 million and by 62% to
$4.7 million, respectively, from $1.4 million and $2.9 million in the comparable
periods of 1997, causing margins to decline approximately eight to nine
percentage points. The margin decline was attributable to the initial hiring and
training of newly hired staff in the United States and the start-up of a
separate professional services organization servicing mostly European clients.
Operating Income (Loss) and Net Income (Loss)
Selling and marketing expenses, as a percentage of total revenues, for the three
and six months ended June 30, 1998 were 23% and 27%, respectively, as compared
with 28% for both comparable periods of 1997. For the three and six months ended
June 30, 1998, selling and marketing expenses increased by 41% to $4.1 million
and by 55% to $8.0 million, respectively, from $2.9 million and $5.1 million in
the comparable periods of 1997. The increase in these expenses was primarily
the result of the Quantra acquisition, an increased direct sales effort
principally associated with the Total Return product, and enhancement of the
Company's marketing staff.
Research and development expenses, as a percentage of total revenues, for the
three and six months ended June 30, 1998 were 28% and 27%, respectively,
as compared with 23% and 26%, respectively, in the comparable periods of 1997.
For the three and six months ended June 30, 1998, these expenses increased by
114% to $5.1 million and by 71% to $7.9 million, respectively, from $2.4 million
and $4.6 million in the comparable periods of 1997. The increase in research and
development expenses was principally the result of increased spending on
Antares, CAMRA 2000 version 3.0, Skyline for Windows and PRO-Ject version 2.0
programs.
General and administrative expenses, as a percentage of total revenues, for the
three and six months ended June 30, 1998 were 17% and 15%, respectively, as
compared with 19% and 17%, respectively, in the comparable periods of the prior
year. For the three and six months ended June 30, 1998, general and
administrative expenses increased by 52% to $3.0 million and by 46% to $4.5
million, respectively, from $2.0 million and $3.0 million, respectively, in the
comparable periods of 1997. The dollar increase in general and administrative
expenses primarily related to the growth in the volume and complexity of the
overall business.
Each time the Company acquires a business in a purchase transaction which
includes in-process research and development relating to products that have not
reached technological feasibility and, in the Company's judgment, have no
alternative use for the related research and development, these costs are
charged off to expense. For the three and six months ended June 30, 1998, the
write-off of purchased in-process research and development relating to the
1998 acquisitions of Quantra and Savid totaled $0.7 million and $8.0 million,
respectively.
Operating income for the three months ended June 30, 1998 was $0.8 million, or
5% of total revenues, as compared with $0.7 million, or 6% of total revenues, in
the three months ended June 30, 1997. For the six months ended June 30, 1998,
the operating loss was $5.8 million, or 19% of total revenues, as compared with
operating income of $0.1 million, or 1% of total revenues, in the six months
ended June 30, 1997. Excluding the one-time, acquisition-related write-offs of
in-process research and development expenses, operating income for the three and
six months ended June 30, 1998 was $1.5 million, or 8% of total revenues, and
$2.2 million, or 7% of total revenues, respectively.
10
<PAGE>
Interest and other income, net for both of the three and six months ended June
30, 1998, remained essentially unchanged from the amounts reported for the
comparable periods of the prior year.
The effective tax rate for each of the three and six months ended June 30, 1998
was 34% as compared with 27% and 36%, respectively, in the comparable periods of
the prior year. The increase or decrease in the effective tax rate was primarily
the result of the fluctuations in pre-tax earnings of foreign operations in
countries where the tax rates were lower than in the United States. For the
full year ending December 31, 1998, Company management expects its effective tax
rate to remain at 34%.
Net income for the three months ended June 30, 1998 was $0.9 million, or $0.06
diluted earnings per share, as compared with $0.9 million, or $0.07 diluted
earnings per share, in the three months ended June 30, 1997. For the six months
ended June 30, 1998, the net loss was $3.1 million, or $0.22 diluted loss per
share, as compared with net income of $0.7 million, or $0.05 diluted earnings
per share, in the six months ended June 30, 1997. Excluding the one-time,
acquisition-related write-offs of in-process research and development expenses,
net income for the three and six months ended June 30, 1998 was, respectively,
$1.4 million, or $0.09 diluted earnings per share, and $2.2 million, or $0.14
diluted earnings per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents for the six months ended June 30, 1998 decreased by
$12.3 million primarily as a result of business acquisitions and other investing
activities. Cash and cash equivalents, for the six months ended June 30, 1997,
decreased by $6.8 million primarily as a result of a $10.6 million net transfer
of cash into short-term marketable securities and a $1.9 million repayment of
debt being partly offset by $5.6 million of cash provided by operations.
Operations used cash of $1.6 million for the six months ended June 30, 1998
primarily as a result of the net loss for the period and unfavorable changes in
working capital. For the comparable period of the prior year, operations
provided cash of $5.6 million, primarily as a result of collections of accounts
receivable and net income for the period.
Investing activities for the six months ended June 30, 1998 and 1997 used $11.6
million and $11.4 million, respectively. In 1998, the Company acquired the
Quantra and Savid businesses, made an equity investment in CEV, acquired office
and other equipment and invested in capitalized software. During the six months
ended June 30, 1997, the Company invested $10.6 million, net, in short-term
marketable securities.
Financing activities for the six months ended June 30, 1998 provided cash of
$1.0 million as compared with using $1.1 million for the comparable period of
the prior year. During 1998, approximately $1.5 million received from the
exercise of options and issuance of shares was partly offset by payments of
debt, while in the comparable period of 1997, the repayment of $1.9 million of
debt was partially offset by other financing activities.
As of June 30, 1998, the Company had $47.1 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 at least the next 12 months.
YEAR 2000 COMPLIANCE
The Company recognizes that it must ensure that its products and operations will
not be adversely impacted by the so-called "Year 2000" systems and software
failures which can arise in certain time-sensitive functions. The Company is
currently testing its products and expects them to be Year 2000 compliant in
1998. Costs associated with the testing and modifications to make the Company's
products Year 2000 compliant are not expected to have a material adverse effect
on the Company's business, financial condition or results of operations. In
addition, the Company is in the process of identifying anticipated costs,
problems and uncertainties associated with making its internal-use operating
systems Year 2000 compliant. In general, the Company expects to resolve the
Year 2000
11
<PAGE>
issue with respect to its internal-use computer systems and software
applications through upgrade, conversion, modification or replacement of non-
compliant systems and applications. There can be no assurance, however, that the
systems of other parties upon which the Company's business also relies will be
Year 2000 compliant. The costs of becoming Year 2000 compliant, or the failure
thereof by the Company or other parties, could have a material adverse effect on
the Company's business, financial condition or results of operations.
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.
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, FILMS and Total Return
software and the provision of maintenance and consulting services in connection
therewith. The Company currently expects that the licensing of CAMRA, PTS, and
Total Return software, as well as MLMS and certain other products acquired by
the Company in connection with the Quantra acquisition, 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 several 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 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.
Integration of Operations. The Company's success is dependent in part on its
ability to complete its integration of the operations of Mabel Systems B.V.,
Shepro Braun Systems, Inc., Quantra and Savid in an efficient and effective
manner. The successful integration in a rapidly changing financial services
industry may be more difficult to accomplish than in other industries. The
combination of these companies and any future acquisitions will require, among
other things, integration of the companies' respective product offerings and
coordination of their sales and marketing and research and development efforts.
There can be no assurance that such integration will be
12
<PAGE>
accomplished smoothly or successfully. The difficulties of such integration may
be increased by the necessity of coordinating geographically separated
organizations. The integration of certain operations will require the dedication
of management resources which may temporarily distract attention from the
day-to-day business of the combined company. The inability of management to
successfully integrate the operations of these companies could have a material
adverse effect on the business, financial condition, and results of operations
of the Company.
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 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.
Key Personnel. The Company's success is dependent in part upon its ability to
attract, train, and retain highly skilled technical, managerial, and sales
personnel. The loss of services of one or more of the Company's key employees
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company continues to hire a significant
number of additional sales, service, and technical personnel. Competition for
the hiring of such personnel in the software industry is intense. Locating
candidates with the appropriate qualifications, particularly in the desired
geographic location, can be difficult. Although the Company expects to continue
to attract and retain sufficient numbers of highly skilled employees for the
foreseeable future, there can be no assurance that the Company will do so.
13
<PAGE>
Risks Associated with International Operations. The Company intends to continue
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
Company's products more expensive and, therefore, potentially less competitive
in those markets. 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.
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.
ACCOUNTING PRONOUNCEMENTS
In June 1997, Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information ("SFAS No. 131"), was
issued. 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. SFAS No. 131 does not need to be applied to interim financial
statements in 1998. The adoption of SFAS No. 131 is expected to impact the way
the Company reports information on its operating segments.
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133"). SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999 (January 1,
2000 for the Company). SFAS No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. Management of the
Company anticipates that, due to its limited use of derivative instruments, the
adoption of SFAS No. 133 will not have a significant effect on the Company's
consolidated results of operations or its consolidated financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
14
<PAGE>
The following information relates to the use of proceeds from the
Company's initial public offering of Common Stock (the "Offering").
The effective date of the Company's Registration Statement on Form S-1
(File No. 333-3094) (the "Registration Statement") relating to the Offering, for
which the following use of proceeds information is being disclosed, was May 30,
1996.
From the effective date of the Registration Statement through June 30,
1998, the Company has used the net Offering proceeds to the Company as follows:
<TABLE>
<S> <C>
Acquisition of other businesses $ 4,797,000
Repayment of indebtedness $ 1,260,000
Corporate move and equipment purchases $ 2,811,000
Working capital $ 9,139,000
Municipal bonds $29,166,837
Municipal bond funds $ 4,273,000
Corporate bonds $ 1,327,000
</TABLE>
All of the above listed payments were direct or indirect payments to
persons other than: directors, officers, general partners of the Company or
their associates; persons owning ten percent or more of any class of equity
securities of the Company; or affiliates of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the 1998 Annual Meeting of Stockholders of the Company (the "Annual
Meeting") held on April 30, 1998, the following matters were acted upon by the
stockholders of the Company:
1. The election of Joseph H. Fisher and Stephen P. Reynolds as Class
II Directors for the ensuing three years;
2. Approval of the Company's 1998 Stock Incentive Plan; and
3. Ratification of the appointment of PricewaterhouseCoopers LLP,
formerly 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 14,446,763. The other directors of the Company, whose
terms of office as directors continued after the Annual Meeting, are David W.
Clark, Jr., Jonathan M. Schofield, William C. Stone, David M. Stoner and William
W. Wyman. On April 30, 1998, the Board elected David L. Blankenship as a Class
III director, filling a vacancy created by the resignation of William E. Ford.
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
----- -------- ------- ----------- ---------
Election of Class II
Directors:
<S> <C> <C> <C> <C> <C>
Joseph H. Fisher 13,522,463 58,124 N/A N/A N/A
Stephen P. Reynolds 13,522,663 57,924 N/A N/A N/A
Approval of the
Company's 1998
Stock Incentive Plan 10,303,741 N/A 731,716 2,805 2,542,325
Ratification of
Independent Public
Accountants 12,725,987 N/A 853,450 1,150 N/A
</TABLE>
15
<PAGE>
Item 5. Other Events
------------
Stockholder Proposals for 1999 Annual Meeting
Any proposal that a stockholder of the Company wishes to be considered
for inclusion in the Company's proxy statement and proxy card for the Company's
1999 Annual Meeting of Stockholders (the "1999 Annual Meeting") must be
submitted to the Secretary of the Company at its offices, 80 Lamberton Road,
Windsor, Connecticut 06095, no later than December 8, 1998.
If a stockholder of the Company wishes to present a proposal before
the 1999 Annual Meeting, but does not wish to have the proposal considered for
inclusion in the Company's proxy statement and proxy card, such stockholder must
also give written notice to the Secretary of the Company at the address noted
above. The Secretary must receive such notice not less than 60 days nor more
than 90 days prior to the 1999 Annual Meeting; provided that, in the event that
less than 70 days' notice or prior public disclosure of the date of the 1999
Annual Meeting is given or made, notice by the stockholder must be received not
later than the close of business on the 10th day following the date on which
such notice of the date of the meeting was mailed or such public disclosure was
made, whichever occurs first. If a stockholder fails to provide timely notice
of a proposal to be presented at the 1999 Annual Meeting, the proxies designated
by the Board of Directors of the Company will have discretionary authority to
vote on any such proposal.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. The exhibits listed in the Exhibit Index immediately preceding
such exhibits are filed as part of or are included in this report.
b. On April 2, 1998, the Company filed a Current Report on Form 8-K,
dated March 20, 1998, to report under Item 2 (Acquisition or Disposition of
Assets) the Company's acquisition of substantially all of the assets of Quantra.
On April 23, 1998, the Company filed a Current Report on Form 8-K,
dated April 9, 1998, to report under Item 5 (Other Events) the Company's
acquisition of Savid International Inc. and The Savid Group, Inc. No
financial statements were required to be filed with such report.
On June 3, 1998, the Company filed Amendment No. 1 to Current Report
on Form 8-K/A, dated March 20, 1998, for the purpose of filing the
financial statements of Quantra required by Item 7(a) and the pro forma
financial information required by Item 7(b) with respect to the Company's
acquisition of substantially all of the assets of Quantra on March 20,
1998.
16
<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 11, 1998 By: /s/ John S. Wieczorek
--------------------------
John S. Wieczorek
Vice President,
Chief Financial Officer
and Treasurer (Principal Financial
and Accounting Officer)
17
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2 Stock Purchase Agreement, dated as of April 9, 1998, by and
among SS&C Technologies, Inc., Savid International, Inc. The
Savid Group, Inc. and Diane Cossin is incorporated by reference
to Exhibit 2 to the Registrant's Current Report on Form 8-K,
dated April 9, 1998 (File No. 000-28430)
27 Financial Data Schedule
<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.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 11,402
<SECURITIES> 35,649
<RECEIVABLES> 21,760
<ALLOWANCES> 2,792
<INVENTORY> 0
<CURRENT-ASSETS> 69,611
<PP&E> 11,869
<DEPRECIATION> 4,412
<TOTAL-ASSETS> 92,715
<CURRENT-LIABILITIES> 17,585
<BONDS> 0
0
0
<COMMON> 145
<OTHER-SE> 74,735
<TOTAL-LIABILITY-AND-EQUITY> 92,715
<SALES> 29,728
<TOTAL-REVENUES> 29,728
<CGS> 0
<TOTAL-COSTS> 7,190
<OTHER-EXPENSES> 15,910
<LOSS-PROVISION> 375
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,674)
<INCOME-TAX> (1,587)
<INCOME-CONTINUING> (3,087)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,087)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
