<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 14, 1997
----------------------
SS&C Technologies, Inc.
-----------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
--------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-28430 06-1169696
- ------------------------ --------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Corporate Place
705 Bloomfield Avenue
Bloomfield, Connecticut 06002
- ----------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
(860) 242-7887
----------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
This Amendment No. 1 to Current Report on Form 8-K/A is filed for the
purpose of filing the financial statements of Mabel Systems B.V. ("Mabel
Systems") required by Item 7(a) and the pro forma financial information required
by Item 7(b).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
-------------------------------------------
The financial statements of Mabel Systems required by this item are
included as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated
herein by reference.
(b) Pro Forma Financial Information.
-------------------------------
The pro forma financial information required by this item is included as
Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by
reference.
(c) Exhibits.
--------
See Exhibit Index attached hereto.
-2-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 28, 1998 SS&C TECHNOLOGIES, INC.
-------------------------------------
(Registrant)
By: /s/ John S. Wieczorek
-------------------------------------------
John S. Wieczorek
Vice President, Chief Financial
Officer and Treasurer
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2 Share Purchase Agreement, dated as of November 14, 1997, by and among
SS&C Technologies, Inc., G.M. Hilhorst Holding B.V. and Lebam Beheer
B.V. (previously filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K, dated November 14, 1997)
23 Consent of Coopers & Lybrand N.V.
99.1 Press Release (previously filed as Exhibit 99 to the Registrant's
Current Report on Form 8-K, dated November 14, 1997)
99.2 Financial Statements of Mabel Systems B.V.
99.3 Pro Forma Financial Information
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements of
SS&C Technologies, Inc. on Form S-8 (file numbers 333-07205, 333-07207, 333-
07211 and 333-07213) of our report dated January 23, 1998, on our audit of the
financial statements of Mabel Systems B.V. as of December 31, 1996, and for the
year then ended, which report is included in this Current Report on Form 8-K/A.
COOPERS & LYBRAND N.V.
Amsterdam, The Netherlands
January 23, 1998
<PAGE>
CONTENTS
<TABLE>
<S> <C>
1. FINANCIAL STATEMENTS
1.1 Balance sheets as at December 31, 1995 (unaudited), December 31, 1996,
and September 30, 1997 (unaudited) 2
1.2 Statements of operations for the years ended December 31, 1995
(unaudited) and December 31, 1996 and for the nine months ended
September 30, 1996 (unaudited) and September 30, 1997 (unaudited) 3
1.3 Statements of cash flows for the years ended December 31, 1995 (unaudited)
and December 31, 1996 and for the nine months ended September 30, 1996
(unaudited) and September 30, 1997 (unaudited) 4
1.4 Notes to the financial statements 5
2. REPORT OF THE INDEPENDENT ACCOUNTANTS 10
</TABLE>
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 2
1.1. BALANCE SHEETS
(in Dutch guilders (NLG))
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1996 SEPTEMBER 30, 1997
(UNAUDITED) (UNAUDITED)
----------------- ----------------- ------------------
<S> <C> <C> <C>
TANGIBLE FIXED ASSETS
Computers and office
furniture 65,712 43,224 36,660
Vehicles 13,834 4,965 2,335
----------------- ----------------- ------------------
79,546 48,189 38,995
CURRENT ASSETS
ACCOUNTS RECEIVABLE
Trade debtors 206,034 436,941 503,367
Other accounts receivable 28,210 45,496 41,065
----------------- ----------------- ------------------
234,244 482,437 544,432
CASH AND BANKS 832,054 1,337,885 1,835,895
----------------- ----------------- ------------------
TOTAL ASSETS 1,145,844 1,868,511 2,419,322
================= ================= ==================
SHAREHOLDERS' EQUITY
Share capital 40,000 40,000 40,000
General reserve 352,321 1,001,113 1,636,579
----------------- ----------------- ------------------
392,321 1,041,113 1,676,579
CURRENT LIABILITIES
Deferred maintenance
revenue 146,901 220,335 285,551
Taxes and social security
premiums 131,855 443,148 354,184
Dividends 0 50,000 0
Other liabilities 347,987 113,915 103,008
Loan from shareholder 126,780 0 0
----------------- ----------------- ------------------
753,523 827,398 742,743
----------------- ----------------- ------------------
TOTAL EQUITY AND LIABILITIES 1,145,844 1,868,511 2,419,322
================= ================= ==================
</TABLE>
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 3
1.2. STATEMENTS OF OPERATIONS
(in Dutch guilders (NLG))
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED NINE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996 SEPTEMBER 30, 1996 SEPTEMBER 30, 1997
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
NET SALES 1,835,804 2,468,545 1,730,823 2,006,754
Wages and salaries 592,900 670,403 508,030 575,402
Social security premiums 37,104 51,678 39,344 40,218
Depreciation of fixed assets 67,258 55,619 38,758 27,979
Other operating expenses 478,970 482,425 363,687 426,347
------------------ ------------------ ------------------ ------------------
TOTAL OPERATING EXPENSES 1,176,232 1,260,125 949,819 1,069,946
------------------ ------------------ ------------------ ------------------
OPERATING RESULT 659,572 1,208,420 781,004 936,808
FINANCIAL INCOME/EXPENSE
Interest income 18,672 32,804 17,884 42,367
Interest expense 11,755 8,959 0 0
------------------ ------------------ ------------------ ------------------
Net financial income 6,917 23,845 17,884 42,367
------------------ ------------------ ------------------ ------------------
RESULT FROM OPERATIONS
BEFORE TAXATION 666,489 1,232,265 798,888 979,175
Taxation on result from
operations 239,224 433,473 281,611 343,709
------------------ ------------------ ------------------ ------------------
NET RESULT FOR THE PERIOD 427,265 798,792 517,277 635,466
================== ================== ================== ==================
</TABLE>
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 4
1.3. STATEMENTS OF CASH FLOWS
(in Dutch guilders (NLG))
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED NINE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996 SEPTEMBER 30, 1996 SEPTEMBER 30, 1997
(UNAUDITED) (UNAUDITED) (UNAUDITED)
----------------- ----------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income 427,265 798,792 517,277 635,466
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 67,258 55,619 38,758 27,979
Change in operating assets and liabilities:
Accounts receivable 136,555 (248,193) (250,449) (61,995)
Deferred maintenance revenue 27,057 73,434 (146,901) 65,216
Taxes and social security premiums 65,421 311,293 310,180 (88,964)
Sales invoiced in advance -- -- 207,003 --
Other liabilities (83,768) (234,072) (209,995) (10,907)
----------------- ----------------- -------------------- ------------------
Total adjustments 212,523 (41,919) (51,404) (68,671)
----------------- ----------------- -------------------- ------------------
Net cash provided by operating activities 639,788 756,873 465,873 566,795
----------------- ----------------- -------------------- ------------------
Cash flows from investing activities:
Additions to property and equipment (18,647) (27,302) (21,724) (18,785)
Disposals of equipment, net -- 3,040 -- --
----------------- ----------------- -------------------- ------------------
Net cash used in investing activities (18,647) (24,262) (21,724) (18,785)
----------------- ----------------- -------------------- ------------------
Cash flows from financing activities:
Borrowing (Payment) of loan from
shareholder 126,780 (126,780) (126,780) --
Dividends to shareholders (483,000) (100,000) (100,000) (50,000)
----------------- ----------------- -------------------- ------------------
Net cash used in financing activities (356,220) (226,780) (226,780) (50,000)
----------------- ----------------- -------------------- ------------------
Net increase in cash and banks 264,921 505,831 217,369 498,010
Cash and banks, at beginning of period 567,133 832,054 832,054 1,337,885
----------------- ----------------- -------------------- ------------------
Cash and banks, at end of period 832,054 1,337,885 1,049,423 1,835,895
================= ================= ==================== ==================
</TABLE>
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 5
1.4. NOTES TO THE FINANCIAL STATEMENTS
1.4. 1. Summary of significant accounting policies
The general principle for the valuation of assets and liabilities, as well as
the determination of results, is the historical purchase price or manufacturing
cost. Unless otherwise stated, assets and liabilities are stated at the values
at which they were acquired or incurred.
Translation of foreign currencies
Current assets and current liabilities in foreign currencies are translated at
the official rates of exchange ruling at the balance sheet date. Transactions in
foreign currencies are translated at the applicable exchange rate on the date of
the transaction.
Tangible fixed assets
Tangible fixed assets are stated at acquisition cost less depreciation
calculated on a straight-line basis over the estimated useful life, generally
three to five years. Acquisitions during the year are depreciated from the date
of acquisition.
Accounts receivable
Accounts receivable are shown net of a provision for doubtful accounts.
Cash and banks
Cash and bank balances are freely disposable, unless stated otherwise.
Revenue Recognition
The Company generally recognizes license revenues on delivery of the software to
the customer provided that collection of the resulting receivable is considered
probable, unless the Company has significant future obligations remaining under
the license agreement or there is significant uncertainty about customer
acceptance. If there are significant future obligations or uncertainty about
acceptance, revenue is recognized when such obligations are satisfied and any
uncertainty about acceptance becomes insignificant.
The Company records accounts receivable and related deferred revenues upon
billing for maintenance agreements. Revenues from maintenance agreements are
recognized ratably over the term of the agreement.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 6
Professional services revenues include consulting and training provided to
customers, generally on a time and materials basis. Professional services
revenues are recognized when the services are performed.
Research and Development
Research and development costs associated with computer software are charged to
expense as incurred.
Taxation
The tax charge for the period is computed on the book profit before tax at the
nominal rates, taking account of permanent differences.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 7
1.4. 2. Fixed assets
Tangible fixed assets
Movements in the tangible fixed assets are:
(in Dutch guilders (NLG))
<TABLE>
<CAPTION>
COMPUTERS
AND OFFICE
FURNITURE VEHICLES TOTAL
---------- ---------- -----------
<S> <C> <C> <C>
Balance as at January 1, 1996
Cost 263,340 53,762 317,102
Accumulated depreciation (197,628) (39,928) (237,556)
---------- ---------- -----------
65,712 13,834 79,546
========== ========== ===========
Movements in 1996
Acquisitions 27,302 0 27,302
Depreciation (49,790) (5,829) (55,619)
Disposals 0 (30,392) (30,392)
Depreciation on disposals 0 27,352 27,352
---------- ---------- -----------
(22,488) (8,869) (31,357)
Balance as at December 31, 1996
Cost 290,642 23,370 314,012
Accumulated depreciation (247,418) (18,405) (265,823)
---------- ---------- -----------
Book value 43,224 4,965 48,189
========== ========== ===========
</TABLE>
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 8
1.4. 3. Shareholders' equity
The authorized capital of the company is 2,000 ordinary shares with a
par value of NLG 100 of which 400 shares are issued and outstanding.
The movement of shareholders' equity can be summarized as follows:
(in Dutch guilders (NLG))
1996
------------
Balance as at January 1, 1996 352,321
Profit appropriation for the year 798,792
Dividends (150,000)
------------
1,001,113
============
1.4. 4. Average number of employees
During 1996, ten persons were employed.
1.4. 5. Remuneration of Directors and Shareholders
Payments to directors/shareholders, which were charged against the 1996 result,
totalled NLG 238,000. In addition, NLG 100,000 in dividends were paid and NLG
50,000 in dividends were declared for directors/shareholders, and charged
against the 1996 general reserve.
In 1996, a loan from a shareholder in the amount of NLG 126,780 was repaid.
1.4. 6. Net sales
The percentage increase in net sales in 1996 was 34%.
1.4. 7. Lease Commitment
The Company rents office space under an operating lease agreement. The total
lease amount for future periods is NLG 109,200. The underlying lease agreement
has a remaining duration of 26 months.
The Company has a bank guarantee for an amount of NLG 14,805 related to the
above rental agreement.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 9
1.4. 8. Subsequent Event
On November 14, 1997, all of the issued and outstanding shares of the Company
were sold to SS&C Technologies, Inc. Pursuant to this transaction, the general
reserves will be fully distributed to the selling shareholders.
1.4. 9. Application of Generally Accepted Accounting Principles in the United
States of America
In certain circumstances accounting principles followed in the preparation of
Dutch financial statements differ from those generally accepted in the United
States of America. However, for Mabel Systems B.V., net result and shareholders'
equity in accordance with generally accepted accounting principles in the
Netherlands are not materially different than net result and stockholders'
equity determined in accordance with generally accepted accounting principles in
the United States of America.
Footnote disclosures in these financial statements are in accordance with
generally accepted accounting principles in the Netherlands and Dutch financial
reporting requirements. These disclosures may vary from disclosures prepared in
accordance with generally accepted accounting principles in the United States of
America.
1.4. 10. Interim Financial Statements
In the opinion of management, the interim unaudited financial statements reflect
all adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position and the results of operations for the interim
periods presented. The results of operations for these interim periods are not
necessarily indicative of the results to be expected for the full year.
1.4. 11. Appropriation of Profit
The Articles of Association of Mabel Systems B.V. provide that the net result
for the year is at the disposal of the shareholders at the Annual General
Meeting. At that meeting, the shareholders approved the allocation of the net
result to the general reserves, after payment of NLG 150,000 in dividends.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
Page 10
2. REPORT OF THE INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder
Mabel Systems B.V.
Introduction
We have audited the accompanying balance sheet of Mabel Systems B.V. as
of December 31, 1996 and the related statements of operations and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements have been
prepared in accordance with accounting principles generally accepted in the
Netherlands.
Scope
We conducted our audit in accordance with auditing standards generally
accepted in the Netherlands which are substantially similar to those
followed in the United States. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
Opinion
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Mabel
Systems B.V. as of December 31,1996 and the results of its operations and its
cash flows for the year then ended in accordance with accounting principles
generally accepted in the Netherlands.
Accounting principles generally accepted in the Netherlands vary in
certain respects from accounting principles generally accepted in the
United States. Note 1.4.9 to the financial statements addresses these
differences.
Amsterdam, The Netherlands
January 23, 1998
Coopers & Lybrand N.V.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
2. REPORT OF THE INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Mabel Systems B.V.
Introduction
We have audited the accompanying balance sheets of Mabel Systems B.V. as
of December 31, 1996 and the related statement of operations and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements have been
prepared in accordance with accounting principles generally accepted in the
Netherlands.
Scope
We conducted our audit in accordance with auditing standards generally
accepted in the Netherlands which are substantially similar to those
followed in the United States. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
Opinion
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Mabel
Systems B.V. as of December 31,1996 and the results of its operations and its
cash flows for the year then ended in accordance with accounting principles
generally accepted in the Netherlands.
Accounting principles generally accepted in the Netherlands vary in
certain respects from accounting principles generally accepted in the
United States. Note 1.4.9 to the financial statements addresses these
differences.
Amsterdam, The Netherlands
January 23, 1998
Coopers & Lybrand N.V.
MABEL SYSTEMS B.V., AMSTERDAM
<PAGE>
SS&C TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following unaudited pro forma condensed consolidated balance sheet as of
September 30, 1997, and the pro forma condensed consolidated statements of
operations for the year ended December 31, 1996 and for the nine months ended
September 30, 1997, reflect the consolidated financial position and results of
operations, respectively, of SS&C Technologies, Inc. ("SS&C") after giving
effect to the November 14, 1997 acquisition of Mabel Systems B.V. ("Mabel")
under the assumptions set forth in the accompanying notes. The pro forma data
reflect the acquisition of all of the outstanding shares of capital stock of
Mabel in accordance with the terms of the Share Purchase Agreement (the
"Agreement"). The pro forma condensed consolidated statement of operations for
the year ended December 31, 1996 does not reflect the charge for purchased in-
process research and development of approximately $861,000 resulting from
the acquisition. The pro forma condensed consolidated financial statements are
not necessarily indicative of SS&C's consolidated financial position or
consolidated results of operations as they may be in the future. These pro forma
condensed consolidated financial statements should be read in conjunction with
the accompanying explanatory notes, the Agreement, and the historical financial
statements and related notes of SS&C previously filed and the financial
statements of Mabel appearing elsewhere in this Current Report on Form 8-K/A.
<PAGE>
SS&C TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SS&C MABEL ADJUSTMENTS SS&C
-------- ------- ------------ ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $25,203 $ 926 $ (826)(i) $
(475)(i) 24,828
Investments in marketable securities 29,661 29,661
Accounts receivable 8,200 254 8,454
Unbilled accounts receivable 3,199 3,199
Prepaid expenses and other current assets 1,527 21 1,548
Deferred income taxes 704 704
-------- ------ ------------ ----------
Total current assets 68,494 1,201 (1,301) 68,394
Property and equipment, net 3,596 20 2 (ii) 3,618
Unbilled accounts receivable - related party 420 420
Unbilled accounts receivable 1,103 1,103
Deferred income taxes 3,230 3,230
Intangible assets, net 1,470 717 (iii)
235 (iv) 2,422
-------- ------- ------------ ----------
Total assets $78,313 $1,221 $ (347) $79,187
======== ======= ============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 786 $ 52 $ $ 838
Accrued expenses 3,419 179 125(vi) 3,723
Deferred revenues 8,303 144 8,447
-------- ------- ------------ ----------
Total current liabilities 12,508 375 125 13,008
Deferred income taxes 235 (iv) 235
Long-term liabilities 250 (vi) 250
Stockholders' equity:
Common stock 139 20 159
Additional Paid-in Capital 70,032 730 (vii) 70,762
(Accumulated deficit) Retained Earnings (1,961) 826 (826) (iv)
(861) (v) (2,822)
-------- ------- ------------ ----------
68,210 846 (957) 68,099
Less treasury stock (2,405) (2,405)
-------- ------- ------------ ----------
Total stockholders' equity 65,805 846 (957) 65,694
Total liabilities and stockholders' equity $78,313 $1,221 $ (347) $79,187
======== ======= ============ ==========
</TABLE>
See the accompanying notes to the pro forma condensed consolidated financial
statements
<PAGE>
SS&C TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SS&C MABEL ADJUSTMENTS SS&C
-------- ------ ------------ ----------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $13,824 $1,461 $ $15,285
Maintenance 6,209 6,209
Professional services 6,374 6,374
-------- ------ ------------ ----------
Total revenues 26,407 1,461 27,868
Cost of revenues:
Software licenses 589 388 423 (i) 1,400
Maintenance 2,000 2,000
Professional services 4,430 4,430
-------- ------ ------------ ----------
Total cost of revenues 7,019 388 423 7,830
Gross Profit 19,388 1,073 (423) 20,038
Operating expenses:
Selling and marketing 8,506 8,506
Research and development 6,494 6,494
General and administrative 4,611 358 73 (i) 5,042
-------- ------ ------------ ----------
Total operating expenses 19,611 358 73 20,042
Operating income (loss) (223) 715 (496) (47)
Interest income, net 972 14 986
Other income 138 138
-------- ------ ------------ ----------
Income(loss) before income taxes 887 729 (496) 1,120
Provision(benefit) for income taxes 414 256 (169)(ii) 501
-------- ------ ------------ ----------
Pro forma income(loss) $ 473 $ 473 $(327) $ 619
======== ====== ============ ==========
Pro forma income per common and common
equivalent share $.05
==========
Pro forma weighted average number of
common and common equivalent shares
outstanding 11,893
==========
</TABLE>
See the accompanying notes to the pro forma condensed consolidated financial
statements
<PAGE>
SS&C TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
SS&C MABEL ADJUSTMENTS SS&C
------- ------- ------------ ----------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $12,475 $1,030 $ $13,505
Maintenance 6,264 6,264
Professional services 5,561 5,561
------- ------- ------------ ----------
Total revenues 24,300 1,030 25,330
Cost of revenues:
Software licenses 382 258 93 (i) 733
Maintenance 1,935 1,935
Professional services 3,770 3,770
------- ------- ------------ ----------
Total cost of revenues 6,087 258 93 6,438
Gross Profit 18,213 772 (93) 18,892
Operating expenses:
Selling and marketing 7,927 7,927
Research and development 5,351 5,351
General and administrative 4,901 291 55 (i) 5,247
------- ------- ------------ ----------
Total operating expenses 18,179 291 55 18,525
Operating income (loss) 34 481 (148) 367
Interest income, net 1,494 22 1,516
------- ------- ------------ ----------
Income(loss) before income taxes 1,528 503 (148) 1,883
Provision(benefit) for income taxes 513 177 (37)(ii) 653
------- ------- ------------ ----------
Pro forma income(loss) $ 1,015 $ 326 $(111) $ 1,230
======= ======= ============ ==========
Pro forma income per common
and common equivalent share $.09
=========
Pro forma weighted average number
of common and common equivalent
shares outstanding 12,990
=========
</TABLE>
See the accompanying notes to the pro forma condensed consolidated financial
statements
<PAGE>
SS&C Technologies, Inc.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(dollars in thousands)
----------------------
The pro forma condensed consolidated financial statements reflect the
consolidated financial position and results of operations of SS&C after
giving effect to the November 14, 1997 acquisition of Mabel. SS&C acquired
all of the outstanding capital stock of Mabel for a value of approximately
$1,600. The purchase price comprised $750 of restricted SS&C common stock
(72,816 shares) and $850 plus the direct costs incurred in effecting the
transaction. The $850 is payable in four installments with $475 upon
execution of the Agreement and $125 for each of the next three years. In
addition, SS&C will be required under the terms of the Agreement to make a
cash payment to the sellers that ranges from $200 to $1,900 based on a
sliding scale of revenues generated by Mabel over the three-year period
ending in 2000. The $375 payable over the next three years and the payment
based on future revenues are contingent on the two principal selling
shareholders of Mabel remaining in the employment of SS&C. Further, an
adjustment will be made to the purchase price on a dollar for dollar basis
to the extent the final net book value of Mabel is other than zero at the
transaction date.
1. The pro forma adjustments to the condensed consolidated balance sheet
reflect the Agreement, as if the purchase had occurred as of September
30, 1997. The pro forma adjustments to the condensed consolidated
statements of operations reflect the purchase, as if the purchase had
occurred as of January 1, 1996.
2. The purchase of Mabel will be accounted for by SS&C as prescribed by the
purchase method of accounting in accordance with generally accepted
accounting principles. Accordingly, the net assets acquired of Mabel
have been recorded in the pro forma condensed consolidated financial
statements at managements' estimate of their fair value. The final
values will be determined upon the completion of certain valuations or
studies, which may result in adjustments to the values ascribed herein.
The following pro forma adjustments have been made to reflect the terms
of the Agreement and to record the purchase as prescribed by the
purchase method of accounting:
a.) Balance Sheet:
i) Upon the consummation of the transaction, a distribution of $826
was made to the selling shareholders of Mabel. Cash was also
reduced to reflect the first cash installment paid to the
shareholders of Mabel under the Agreement.
ii) Property and equipment were written up by $2 to its estimated
fair value.
iii) Completed technology of $588, and the excess of the purchase
price over the estimated fair market value of the net assets
acquired of $129 which has been recorded as goodwill, were
included at their estimated fair values in intangible assets.
<PAGE>
iv) The tax consequences of the differences between the financial
reporting and tax basis of the net assets of Mabel as of the
acquisition date, primarily attributable to intangible assets,
have been reflected as adjustments of $235 to deferred tax
liabilities and goodwill.
v) Acquired in-process research and development of $861 has been
recorded at its estimated fair value as a charge to retained
earnings.
vi) Accrued expenses and long-term liabilities have been increased
to reflect the remaining three annual equal installments of $125
payable to the shareholders under the Agreement.
vii) Additional paid-in capital has been increased to reflect the
common stock issued by SS&C to the shareholders of Mabel.
b.) Statements of Operations:
i) The amortization expense of completed technology and goodwill
have been increased by approximately $423 and $73, and $93 and
$55, respectively, for the year ended December 31, 1996 and the
nine months ended September 30, 1997, respectively.
ii) The tax provision has been adjusted to reflect the decrease of
the deferred income tax liability associated with the
amortization of the completed technology at a statutory tax rate
of 40%.
iii) The write-off of purchased in-process research and development
of $861 is a nonrecurring charge directly attributable
to the acquisition. This charge will be recorded by SS&C in the
fourth quarter of 1997 as part of the accounting for the Mabel
acquisition.
iv) Mabel cannot provide a detailed analysis which characterizes
its revenues or cost of revenues by software licenses,
maintenance or professional services. For purposes of the
pro forma statements of operations, all revenues and costs of
revenues have been assumed to be attributable to software
licenses. Operating expenses of Mabel have been allocated to
costs of revenues based on SS&C's historic relationship of costs
of revenues to total revenues.
v) The 72,816 shares of SS&C common stock issued in the transaction
have been assumed to be outstanding for all periods presented
for purposes of determining the pro forma income per common and
common equivalent share.
