<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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
(State or other jurisdiction of incorporation or organization)
06-1169696
(I.R.S. Employer Identification No.)
80 Lamberton Road, Windsor, Connecticut 06095
(Address of principal executive offices and 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
April 30, 1998:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock, par value $.01 per share 14,490,319
<PAGE>
SS&C TECHNOLOGIES, INC.
INDEX
PART I. FINANCIAL INFORMATION Page Number
-----------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at
December 31, 1997 and March 31, 1998 3
Consolidated Condensed Statements of Operations for
the three-month periods ended March 31, 1997 and 1998 4
Consolidated Condensed Statements of Cash Flows for
the three-month periods ended March 31, 1997 and 1998 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 17
EXHIBIT INDEX 18
This Amendment No. 1 to Quarterly Report on Form 10-Q/A 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.
EXPLANATORY NOTE
This Amendment No. 1 to Quarterly Report on Form 10-Q/A amends and restates
Items 1 and 2 of Part I and Item 6 of Part II of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, as filed by the
Registrant on May 15, 1998 and is being filed to reflect the restatement of the
Registrant's Consolidated Condensed Financial Statements. See "Restatement of
Quarterly Financial Statements" in Note 1 of the Notes to the Consolidated
Condensed Financial Statements for the discussion of the basis for such
restatement.
2
<PAGE>
PART 1--FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1998 1997
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,102 $ 23,660
Marketable securities 40,330 35,058
Accounts receivable, net 11,630 7,591
Unbilled accounts receivable, net 7,176 5,472
Income taxes 2,435 1,157
Other 736 1,563
-------- --------
Total current assets 74,409 74,501
-------- --------
Property and equipment, net 4,928 4,018
Unbilled accounts receivable - related party 368 420
Unbilled accounts receivable, net 812 828
Intangible assets, net 8,450 2,336
Deferred income taxes 5,113 3,205
-------- --------
Total assets $ 94,080 $ 85,308
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt - related party $ 216 $ 668
Current portion of long-term debt -- 313
Accounts payable 2,489 1,440
Accrued bonus payable -- 1,663
Deferred licensing and professional services revenues 1,676 1,618
Accrued expenses 2,891 4,077
Deferred maintenance revenues 12,022 7,528
-------- --------
Total current liabilities 19,294 17,307
-------- --------
Long-term debt - related party 250 250
-------- --------
Total liabilities 19,544 17,557
-------- --------
Stockholders' equity:
Common stock 159 137
Additional paid-in capital 78,508 69,089
Accumulated deficit (4,131) (1,475)
-------- --------
Total stockholders' equity 74,536 67,751
-------- --------
Total liabilities and stockholders' equity $ 94,080 $ 85,308
======== ========
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
3
<PAGE>
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share information)
<TABLE>
<CAPTION>
Three months ended
March 31, March 31,
1998 1997
-------- --------
<S> <C> <C>
Revenues:
Software licenses $ 5,794 $ 3,004
Maintenance 3,207 2,155
Professional services 2,589 2,371
-------- --------
Total revenues 11,590 7,530
-------- --------
Cost of revenues:
Software licenses 271 275
Maintenance 772 836
Professional services 1,786 1,456
-------- --------
Total cost of revenues 2,829 2,567
-------- --------
Gross profit 8,761 4,963
Operating expenses:
Selling and marketing 3,819 2,198
Research and development 2,839 2,249
General and administrative 1,445 1,062
Write-off of purchased in-process
research and development 5,387 --
-------- --------
Total operating expenses 13,490 5,509
-------- --------
Operating loss (4,729) (546)
Interest and other income, net 592 449
-------- --------
Loss before income taxes (4,137) (97)
Provision (benefit) for income taxes (1,481) 70
-------- --------
Net loss $ (2,656) $ (167)
======== ========
Basic loss per share $ (0.19) $ (0.01)
======== ========
Basic weighted average number of common
Shares outstanding 13,887 13,418
======== ========
Diluted loss per share $ (0.19) $ (0.01)
======== ========
Diluted weighted average number of common
and common equivalent shares outstanding 13,887 13,418
======== ========
</TABLE>
See accompanying notes to Consolidated Condensed Financial Statements.
4
<PAGE>
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31, March 31,
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,656) $ (167)
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
Depreciation and amortization 516 462
Purchased in-process research and development 5,387 --
Deferred income taxes (1,908) --
Provision for doubtful accounts 168 79
Changes in operating assets and liabilities, net of acquisition
effects:
Accounts receivable (62) 1,205
Unbilled accounts receivable (1,636) 358
Other current assets 890 (161)
Accounts payable (451) 23
Accrued expenses (2,957) (699)
Deferred revenues 2,257 1,323
Income taxes (1,278) (7)
-------- --------
Total adjustments 926 2,583
-------- --------
Net cash (used in) provided by operating (1,730) 2,416
activities
-------- --------
Cash flows from investing activities:
Additions to other assets (1,432) (64)
Cash paid for Quantra acquisition (2,281) --
Additions to property and equipment (753) (321)
Investments in marketable securities, net (5,272) 4,737
-------- --------
Net cash (used in) provided by investing
activities (9,738) 4,352
-------- --------
Cash flows from financing activities:
Exercise of options 675 65
Transfer of cash from restricted cash equivalents -- 505
Repayment of debt (765) (409)
-------- --------
Net cash provided by (used in) financing
activities (90) 161
-------- --------
Net decrease in cash and cash equivalents (11,558) 6,929
Cash and cash equivalents, at beginning of period 23,660 36,286
-------- --------
Cash and cash equivalents, at end of period $ 12,102 $ 43,215
======== ========
</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 $15.0
million.
See accompanying notes to Consolidated Condensed Financial Statements.
5
<PAGE>
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, 1998 and the results of its operations for
the three months ended March 31, 1997 and 1998. 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 months ended March 31, 1998 are not necessarily indicative of the results
to be expected for the full year.
Basic and Diluted Earnings Per Share
The Company adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share, in 1997. 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 structures to disclose diluted earnings
per share and, among other things, a reconciliation of the numerator and
denominator for purposes of the calculation. Diluted earnings 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 1.3 million and 2.1 million shares
at March 31, 1997 and March 31, 1998, respectively, were not included in the
computation of diluted earnings per share because the effect of including the
options would be antidilutive.
Comprehensive Loss
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 loss and comprehensive loss for the three months ended March 31, 1997 and
1998.
Accounting Standards
In June 1997, Statement of Financial Accounting Standards No. 131, Reporting
Comprehensive Income ("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 about its
operating segments.
The Company adopted Statement of Position No. 97-2, Software Revenue Recognition
("SOP 97-2"), which is effective in fiscal years beginning after December 15,
1997. Retroactive application of the provisions of SOP 97-2 from the previously
issued SOP on software revenue recognition is prohibited. The adoption of SOP
97-2 did not have a material impact on the Company's business, financial
condition, and results of operations.
6
<PAGE>
Restatement of Quarterly Financial Statements
The Company believes that the amounts recorded as in-process research and
development (IPR&D) charges at the dates of the acquisition of Quantra were
measured in a manner consistent with widely recognized appraisal practices that
were being utilized at the time of the acquisition. Subsequent to the
acquisition, in a letter dated September 15, 1998 to the American Institute of
Certified Public Accountants, the Chief Accountant of the Securities and
Exchange Commission (SEC) expressed views of the SEC staff that took issue with
certain appraisal practices employed in the determination of the fair value of
IPR&D that was the basis of the Company's measurement of its IPR&D charge.
Accordingly, the Company has resolved to adjust the amount originally allocated
to acquired IPR&D in a manner to reflect the SEC staff's. This revised
allocation was completed in March 1999. The effect of this revised allocation
was to increase the allocation of the purchase price to completed technology and
to decrease the allocation of the purchase price to purchased in-process
technology as reported in the table below.
<TABLE>
<CAPTION>
As reported As Restated
(in thousands)
-----------------------------
<S> <C> <C>
Tangible net assets $ 4,633 $ 4,633
Purchased in-process research and development 7,489 5,387
Purchased complete technology 3,169 5,271
------- -------
$15,291 $15,291
</TABLE>
The Company originally recorded a one-time charge for IPR&D in its operating
results for the first quarter of 1998 in the amount of approximately $7.3
million. After revaluing the IPR&D charge, the Company adjusted the one-time
charge to $5.4 million, representing a reduction of $1.9 million to be amortized
in subsequent periods as completed technology. The following tables outline the
revisions to previously reported unaudited Consolidated Financial Statements (in
thousands of dollars, except per share data). Consolidated Condensed Balance
Sheet:
<TABLE>
<CAPTION>
March 31, 1998
Previously As
Reported Restated
-------- --------
<S> <C> <C>
Intangible assets, net $ 6,578 $ 8,450
Deferred income taxes 5,673 5,113
Accumulated deficit (5,443) (4,131)
</TABLE>
Consolidated Condensed Statements of Operations:
<TABLE>
<CAPTION>
Three months ended March 31, 1998
Previously As
Reported Restated
-------- --------
<S> <C> <C>
Operating expenses:
Write-off of purchased in-process
research and development $ 7,259 $ 5,387
Total operating expenses 15,362 13,490
Operating loss (6,601) (4,729)
Income loss before income taxes (6,009) (4.137)
Benefit from income taxes (2,041) (1,481)
Net loss (3,968) (2,656)
Basic loss per share $ (0.29) $ (0.19)
Diluted loss per share $ (0.29) $ (0.19)
</TABLE>
7
<PAGE>
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. On May 7, 1999, the Company
announced that it had entered into an agreement that provides for the settlement
of the consolidated securities class action lawsuit pending against the Company.
The settlement provides that all claims against the Company, certain of its
officers and directors and underwriters will be dismissed. Under the terms of
the settlement, in exchange for the dismissal and release of all claims, the
Company will pay to the class $7.5 million in cash, together with shares of
Common Stock of the Company valued at $1.3 million. The Company will record a
charge of approximately $9.3 million, including legal fees, in the quarter ended
June 30, 1999. The settlement is subject to certain customary conditions,
including notice to the class and approval by the Court.
3. Acquisitions:
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, $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 or 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.
The following summarizes the allocation of the purchase price of the Quantra
Acquisition (in thousands):
<TABLE>
<S> <C>
Accounts receivable $ 4,145
Equipment and furniture 425
Other assets 63
Complete technology 5,271
Incomplete technology 5,387
-------
Total purchase price $15,291
</TABLE>
The allocation to complete technology is based on future risk-adjusted cash
flows. Complete technology has been capitalized and included in the caption
"Intangible assets, net" in the accompanying consolidated condensed balance
sheets. Complete technology will be amortized over two to four years based on
the ratio that current gross revenues of the products bears to the total of
current and anticipated future gross revenues of the products or the
straight-line method, whichever is shorter. 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.
For the Quantra Acquisition, the Company developed revenue projections over a
five-to-six year period in three categories: license, maintenance and
consulting. License revenue projections were based on expected unit sales over
the projected lives of the respective product lines. The other categories of
revenue were generally estimated as a percentage of total license revenues and
ranged from 15% to 20% for maintenance and from 10% to 30% for consulting,
depending on the product. Expense assumptions were based on the imposition of
the Company's cost structure on the acquired technologies and products. The
discount rates for the Quantra in-process research and development projects were
23% and 28%.
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 for the Savid Acquisition consisted
of $821,500. An additional cash payment of $750,000 shall be paid provided that
the aggregate revenues, as defined in the Stock Purchase Agreement, for the
period from and including April 15, 1998 through and including April 14, 2001
are greater than or equal to $3,000,000.
Also, in connection with the Savid Acquisition, the Company has agreed to pay
royalty payments equal to 10% of the license fees with respect to the Savid
System to the Stockholder during the five-year period ending April 14, 2003. The
Company also entered into an employment agreement with the Stockholder and one
other key employee of Savid for a period of three years.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THREE MONTHS ENDED March 31, 1997 and 1998
Revenues
The Company's revenues are derived from software licenses and related
maintenance and professional services. Total revenues increased 54% from $7.5
million in the three months ended March 31, 1997 to $11.6 million in the three
months ended March 31, 1998.
Software Licenses. Software license revenues increased 93% from $3.0 million in
the three months ended March 31, 1997 to $5.8 million in the three months ended
March 31, 1998. The increase in software license revenues was primarily due to
an increase in CAMRA software license revenues, both domestically and
internationally. Domestic CAMRA license revenues increased 56% from $1.6 million
in the three months ended March 31, 1997 to $2.5 million in the three months
ended March 31, 1998. International CAMRA software license revenues increased
207% from $358,000 in the three months ended March 31, 1997 to $1.1 million in
the three months ended March 31, 1998. The remaining increase in software
license revenues was attributable to revenues associated with the products
acquired in connection with the Quantra Acquisition and an increase in the
license revenues from the Company's Shepro Braun products.
Maintenance. Maintenance revenues increased 49% from $2.2 million in the three
months ended March 31, 1997 to $3.2 million in the three months ended March 31,
1998. The increase was primarily due to an increase in the Company's installed
base of clients with maintenance contracts as a result of the Company's license
sales for all products. The largest increases are due to the CAMRA clients, both
domestically and internationally, and the Shepro Braun products.
Professional Services. Professional services revenues increased 9% from $2.4
million in the three months ended March 31, 1997 to $2.6 million in the three
months ended March 31, 1998. The increase was primarily due to the increase in
demand for the Company's implementation, conversion and training services for
CAMRA, both domestically and internationally, and an increase in the Company's
outsourcing business. The increase in these areas was partially offset by the
decrease in implementation services for the Shepro Braun products and a decrease
in the actuarial consulting practice.
Cost of Revenues
Total cost of revenues increased 10% from $2.6 million in the three months ended
March 31, 1997 to $2.8 million in the three months ended March 31, 1998. The
gross profit increased from 66% for the three months ended March 31, 1997 to 76%
for the three months ended March 31, 1998, primarily due to an increase in the
software license revenues. Software license revenues carry the highest gross
profit of all of the Company's sources of revenue. The increase in the overall
gross profit was primarily attributable to the large increase in software
license revenues without a corresponding increase in the cost of software
licenses.
Cost of Software Licenses. Cost of software license revenues relates primarily
to royalties, as well as to the costs of product media, packaging, documentation
and labor involved in the distribution of the Company's software. The cost of
software licenses decreased 1% from $275,000 in the three months ended March 31,
1997 to $271,000 in the three months ended March 31, 1998. The cost of software
license revenues as a percentage of such revenues decreased from 9% in the three
months ended March 31, 1997 to 5% in the three months ended March 31, 1998. The
1998 cost of software license revenues was lower than the 1997 cost of software
license revenues primarily due to the decrease in third-party hardware and
software costs associated with the sales of the Shepro Braun products.
Cost of Maintenance. Cost of maintenance revenues primarily consists of
technical customer support and development costs associated with product and
regulatory updates. The cost of maintenance revenues decreased 8% from $836,000
in the three months ended March 31, 1997 to $772,000 in the three months ended
March 31, 1998. The cost of maintenance revenues as a percentage of such
revenues decreased from 39% in the three months ended March 31, 1997 to 24% in
the three months ended March 31, 1998. Costs associated with CAMRA, FILMS and
PTS products remained relatively stable between the two quarterly periods. The
decrease was primarily attributable to a decrease in costs associated with the
Shepro Braun products due to a reallocation of resources from the support group
to the professional services group due to an increase in demand for installation
services.
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 23% from $1.5 million in the
three months ended March 31, 1997 to $1.8 million in the three months ended
March 31, 1998. The cost of professional services revenues as a percentage of
such revenues increased from 61% in the three months ended March 31, 1997 to 69%
in the three months ended March 31, 1998. The increase in the cost of
professional services was primarily attributable to an increase in personnel
costs and processing fees in SS&C Direct and an increase in personnel costs
associated with providing the CAMRA implementation, conversion and training
services.
9
<PAGE>
Operating Expenses
Selling and Marketing. Selling and marketing expenses consist primarily of the
cost of personnel associated with the selling and marketing of the Company's
products, including salaries, commissions, and travel and entertainment. Such
expenses also include the cost of branch sales offices, advertising, trade
shows, marketing and promotional materials. Selling and marketing expenses
increased 74% from $2.2 million in the three months ended March 31, 1997 to $3.8
million in the three months ended March 31, 1998. Selling and marketing expenses
for the three months ended March 31, 1997 and 1998 represented 29% and 33%,
respectively, of total revenues for those periods. The increase in selling and
marketing expenses was primarily due to an increase in personnel expenses
related to the hiring of senior sales executives and technical pre-sales
consulting staff, including expanding the sales staff in the London office. The
increase also includes the addition of the staff of Mabel Systems B.V.
("Mabel"), acquired in November 1997, an increase in sales seminars and travel
expenses related to the sales process, and an increase in advertising and
promotional expenses, including trade shows, brochures and sales incentive
expenses.
Research and Development. Research and development expenses consist primarily of
personnel costs attributable to the development of new software products and the
enhancement of existing products. Research and development expenses increased
26% from $2.2 million in the three months ended March 31, 1997 to $2.8 million
in the three months ended March 31, 1998. Research and development expenses in
the three months ended March 31, 1997 and 1998 represented 30% and 24%,
respectively, of total revenues for those periods. The increase in research and
development expenses was primarily due to increases in personnel costs for new
and existing employees and costs for independent contractors.
General and Administrative. General and administrative expenses primarily
comprise personnel costs related to management, accounting, human resources and
administration and associated overhead costs, as well as fees for professional
services. General and administrative expenses increased 36% from $1.1 million in
the three months ended March 31, 1997 to $1.4 million in the three months ended
March 31, 1998, representing 14% and 12%, respectively, of total revenues for
those periods. The increase in general and administrative expenses was primarily
attributable to an increase in the bad debt reserve and an increase in legal
fees. The increase in the bad debt reserve resulted from the increase in
revenues. The increase in the legal fees was primarily related to activity in
the securities litigation claim.
Write-off of Purchased In-Process Research and Development. In the first quarter
of 1998, the Company expensed $5.4 million of purchased in-process research and
development associated with the Quantra products acquired in March 1998. Because
these products had not yet reached technological feasibility at the time of the
Quantra Acquisition and, in the Company's judgment, there was no alternative use
for the related research and development, such in-process research and
development was charged to expense.
Subsequent to the issuance of the Company's March 31, 1998 consolidated
condensed financial statements, the Securities and Exchange Commission (the
"SEC") issued new guidance on its views regarding the valuation methodology used
in determining purchased in-process technology expensed at the date of
acquisitions. The Company also had ongoing discussions with the SEC staff
concerning the valuation of purchased in-process technology acquired in
connection with the Quantra Acquisition. As a result of the SEC guidance and
these discussions, the Company has modified its methods used to value the
purchased in-process technology and has applied the stage of completion approach
to the in-process research and development acquired through the Quantra
Acquisition. The effect of this estimate was to increase the allocation of the
purchase price to completed technology and decrease the allocation of the
purchase price to purchased in-process technology. As a result of these changes,
the Company is restating its March 30, 1998, June 30, 1998 and September 30,
1998 consolidated condensed financial statements. The write-off of purchased
in-process research and development decreased by $1.9 million in the first
quarter of 1998.
For the Quantra Acquisition, the Company determined the value of the completed
technologies and in-process research and development using a risk-adjusted,
discounted cash flow approach.
In-process research and development projects identified at the Quantra
Acquisition included the following:
Quantra
Mortgage Loan Management System ("MLMS"). This project involves upgrading the
loan management software from 16-bit to 32-bit architecture. MLMS is a complete
software solution designed to process and provide information required by
managers of mortgage loan portfolios. As of the acquisition date, the Company
estimated that this project was 26% complete. The estimated cost to complete the
project was approximately $2.8 million. The Company expects to incur
approximately $1.8 million in 1998 and an additional $1.0 million in 1999. The
anticipated product launch for this project is the second half of 1999, at which
time the Company expects to begin to benefit economically from this project.
10
<PAGE>
Real Estate Management System ("REMS"). This project involves completing the
development and/or upgrading of approximately half of the twenty-one modules of
this integrated, modular suite of software. The software is designed to process
and provide information for managers of real estate portfolios. The development
effort will mostly involve the development and integration of these modules with
a central data management module. As of the acquisition date, the Company
estimated that the project was 34% complete. The estimated cost to complete the
project was $4.9 million with $3.7 million expected to be incurred in 1999 and
beyond. The anticipated product launch for certain modules is in late 1998 with
additional modules launches expected in 1999 and 2000.
SKYLINE for Windows. This project involved the development of the property
management software in a Windows platform. The Company expects the product to
achieve technological feasibility in the third quarter of 1998. As of the
acquisition date, the Company estimated that the project was 77% complete. The
estimated cost to complete the project was $0.3 million.
For the Quantra Acquisition, the Company developed revenue projections over a
five- to six-year period in three categories: license, maintenance and
consulting. License revenue projections were based on expected unit sales over
the projected lives of the respective product lines. The other categories of
revenues were generally estimated as a percentage of total license revenues and
ranged from 15% to 20% for maintenance and from 10% to 20% for consulting,
depending on the product. The Company has included the consulting revenues in
the valuation of the technologies because they consist of installation, data
conversion and customer training services directly and specifically related to
the corresponding technology. Expense assumptions were based on the imposition
of the Company's cost structure on the acquired technologies and products. The
discount rates for the Quantra in-process research and development projects were
23% and 28%. The discount rates for these projects were higher than the
Company's implied weighted average cost of capital due to the inherent
uncertainties surrounding the successful development of the in-process research
and development and the related risk of realizing cash flows from products that
have not yet reached technological feasibility, among other factors.
The Company believes that the assumptions used in the forecasts were reasonable
at the date of acquisition. The Company cannot be assured, however, that the
underlying assumptions used to estimate expected product sales, development
costs or profitability, or the events associated with such projects, will
transpire as estimated. Accordingly, actual results may vary from the projected
results.
All development efforts for Quantra products are proceeding as expected and
management believes that technological feasibility can be achieved. If these
projects are not successfully completed, the sales and profitability of the
Company may be adversely affected in future periods and the value of certain
related intangibles may become impaired.
Interest Income. The Company recorded net interest income of $449,000 in the
three months ended March 31, 1997 as compared to net interest income of $592,000
in the three months ended March 31, 1998. The increase in net interest income
was primarily attributable to a decrease in interest expense on loans assumed by
the Company in connection with the Shepro Acquisition that the Company paid in
full in early 1998 and an increase in the rate of return as the average length
of maturity in marketable securities was increased.
Provision for Income Taxes. Despite a loss for the three months ended March 31,
1997, the Company recorded a provision for income taxes for $70,000. Losses from
Shepro Braun, an S Corporation at that time, offset the pre-tax income from the
Company's other operations, but such losses were not deductible for income tax
purposes. The Company had an effective tax rate of 41% for the period, excluding
the losses incurred by Shepro Braun. The effective tax rate was 34% for the
three months ended March 31, 1998. The effective tax rate decrease was primarily
due to a larger percentage of tax-exempt interest income earned during the three
months ended March 31, 1998 as compared to the three months ended March 31,
1997.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1997, the Company financed its
operations primarily through cash flows generated from operations of $2.4
million. During the three months ended March 31, 1998, the Company used cash in
operating activities of $1.7 million. The decrease in the cash provided by
operations was primarily due to payments of accrued expenses, including
performance bonuses based on 1997 financial results, and an increase in tax
payments, also due to the 1997 financial results. Unbilled accounts receivable
increased $1.6 million primarily due to billing terms associated with contracts
signed in March 1998 and the contracts related to Quantra sales signed
subsequent to the acquisition date.
Investing activities provided cash of $4.4 million and used cash of $9.7 million
for the three months ended March 31, 1997 and 1998, respectively. Investing
activities during the three months ended March 31, 1998 consisted primarily of a
change in the Company's investment portfolio whereby the Company increased its
positions in investments which matured in more than 90 days and had fewer
investments in securities with maturities less than 90 days. The Company also
used cash to partially finance the acquisition of Quantra for $2.3 million and
transferred an additional $1.2 million of cash to an escrow account in
connection with the acquisition.
11
<PAGE>
Financing activities provided cash of $161,000 for the three months ended March
31, 1997 and used cash of $90,000 for the three months ended March 31, 1998.
Financing activities during the three months ended March 31, 1997 consisted
primarily of the repayment of $409,000 of debt, offset by the release of a
letter of credit of $505,000. Financing activities during the three months ended
March 31, 1998 consisted primarily of the repayment of $765,000 of debt, offset
by the proceeds from the exercise of options of $675,000.
As of March 31, 1998, the Company had $52.4 million in cash, cash equivalents
and marketable securities. The Company believes that its current cash balances
and net cash provided by operating activities will be sufficient to meet its
working capital and capital expenditure requirements for the next 12 months.
YEAR 2000
Year 2000 Compliance. The information presented below related to year 2000
compliance contains forward-looking statements that are subject to risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed below and elsewhere in this Form 10-Q regarding Year 2000
compliance.
Year 2000 Issue Defined. The Year 2000 ("Y2K") issue is the result of certain
computer hardware, operating system software and software application programs
having been developed using two digits rather than four digits to define a year.
For example the clock circuit in the hardware may be incapable of holding a date
beyond the year 1999; some operating systems recognize a date using "00" as the
year 1900 rather than 2000 and certain applications may have limited date
processing capabilities. These problems could result in the failure of major
systems or miscalculations, which could have material impact on companies
through business interruption or shutdown, financial loss, damage to reputation,
and legal liability to third parties.
State of Readiness. The Company formed at Y2K Review Team ("Team") in 1998 to
address the potential impact of Y2K on the Company. In particular, the Y2K Plan
addresses four principal areas that may be impacted by the Y2K issue: SS&C
Technologies Products, Information Technology (IT) Systems, Third Party
Relationships and non-IT Systems. The initial phase was to organize a team of
both IT and non-IT employees and to develop a process. The second phase was to
establish an inventory of all potential areas where Y2K problems could exist.
The inventory included, server hardware (BIOS), server operating systems, server
application software, network device hardware and software, PC hardware (BIOS),
PC operating systems, PC application software, phone and security systems the
Company's Products and our vendors. Each area listed in the inventory was
assigned to a Team member to evaluate the current Y2K compliance and where
required, recommend a solution to correct the problem. As of the end of the
second quarter of 1999, the Company has substantially completed both phases for
both the IT and non-IT systems. The Company is currently involved in the
remediation phase and expects to be completed in the fourth quarter of 1999.
However, the Company continues to review information developed as a result of
its overall effort, which could result in additional items being added to its
Y2K inventory.
SS&C Technologies Products. The Company has utilized both in-house and outside
consultants to test whether its products are Y2K compliant. Most of the
Company's key products have already passed rigorous testing to be certified as
Y2K compliant. In the event that any Y2K-compliance issues with its supported
products arise, it is the Company's intention to rectify those problems through
the software support process. Costs associated with the testing and
modifications to make the Company's products Y2K compliant have not had, and are
not expected to have a material adverse effect on the Company's business,
financial condition or results of operations and cash flows.
Third Party Relationships. The Company's business operations are heavily
dependent on third party materials suppliers. The Company is working with all
key external partners to identify and to mitigate the potential risks of Y2K.
The failure of external parties to resolve their own Y2K issues, in a timely
manner, could result in a material financial risk to the Company. As part of the
overall Y2K program, the Company is actively communicating with third parties
through correspondence. Because the Company's Y2K compliance is dependant on the
timely Y2K compliance of third parties, there can be no assurance that the
Company's efforts alone will resolve all Y2K issues.
Contingency Plans. There can be no assurance that the systems of other parties
upon which the Company's business relies directly or indirectly will be Year
2000 compliant. The costs of becoming Y2K 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. Given the
possibility of system failure as a result of the century change, the Company is
currently in the process of formulating one or more contingency plans, which it
anticipates implementing during the fourth quarter of 1999.
Costs to Address Year 2000 issues. The Y2K costs incurred to date have not been
material. Most software applications, BIOS and operating system upgrades to Y2K
compliance were incorporated into the Company's standard licensing agreements.
As part of the contingency planning effort we will examine additional potential
Y2K costs, where applicable.
12
<PAGE>
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, REMS, MLMS,
Telesales, Antares and Total Return software and the provision of maintenance
and consulting services in connection therewith. The Company currently expects
that the licensing of such software products, as well as certain other products
acquired by the Company in connection with recent acquisitions 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 its recent
acquisitions, including HedgeWare, 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
acquired companies will require, among other things, integration of the acquired
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 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 that may temporarily
distract attention from the day-to-day business of the combined Company. The
inability of management to successfully integrate the operations of acquired
companies could have a material adverse effect on the business, financial
condition, and results of operations of the Company.
Competition. The market for financial service 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 all of the markets served
by the Company, there can be no assurance that such competitors will not compete
against the Company in the future in additional markets. 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
13
<PAGE>
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.
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 continued 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 foreign markets. A portion of the Company's international
sales is denominated in foreign currency. The Company occasionally 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, Reporting
Comprehensive Income ("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 about its
operating segments.
14
<PAGE>
The Company adopted Statement of Position No. 97-2, Software Revenue Recognition
("SOP 97-2"), which is effective in fiscal years beginning after December 15,
1997. Retroactive application of the provisions of SOP 97-2 from the previously
issued SOP on software revenue recognition is prohibited. The adoption of SOP
97-2 did not have a material impact on the Company's business, financial
condition, and results of operations.
15
<PAGE>
PART II - OTHER INFORMATION
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 January 8, 1998, the Company filed a Current Report on Form 8-K,
dated December 31, 1997, to report under Item 2 (Acquisition or Disposition of
Assets) the Company's acquisition of Shepro Braun Systems, Inc. No financial
statements were required to be filed with such report.
On January 28, 1998, the Company filed Amendment No. 1 to Current Report on Form
8-K/A, dated November 14, 1997, for the purpose of filing the financial
statements of Mabel Systems B.V. ("Mabel") required by Item 7(a) and the pro
forma financial information required by Item 7(b) with respect to the Company's
acquisition of Mabel on November 14, 1997.
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 17, 1999 By: /s/ Anthony R. Guarascio
Anthony R. Guarascio
Senior Vice President
And Chief Financial Officer
(Principal Financial and
Accounting Officer)
17
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2 Asset Purchase Agreement, dated as of March 20, 1998, by and
among SS&C Technologies, Inc., AEGON USA Realty Advisors, Inc.
and Quantra Corporation is incorporated herein by reference to
Exhibit 2 to the Registrant's Current Report on Form 8-K,
dated March 20, 1998 (File No. 000-28430)
10.1 1998 Stock Incentive Plan is incorporated herein by reference
to Annex A to the Registrant's Definitive Schedule 14A filed
April 6, 1998. (File No. 000-28430)
10.2 Amendment No. 2 to 1996 Employee Stock Purchase Plan, as
amended *
27 Restated Financial Data Schedule
* Previously Filed
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THIS QUARTERLY REPORT
ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 12,102
<SECURITIES> 40,330
<RECEIVABLES> 21,250
<ALLOWANCES> 2,444
<INVENTORY> 0
<CURRENT-ASSETS> 74,409
<PP&E> 9,020
<DEPRECIATION> 4,092
<TOTAL-ASSETS> 94,080
<CURRENT-LIABILITIES> 19,294
<BONDS> 0
0
0
<COMMON> 159
<OTHER-SE> 74,377
<TOTAL-LIABILITY-AND-EQUITY> 94,080
<SALES> 11,590
<TOTAL-REVENUES> 11,590
<CGS> 0
<TOTAL-COSTS> 2,829
<OTHER-EXPENSES> 13,490
<LOSS-PROVISION> 168
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,137)
<INCOME-TAX> (1,481)
<INCOME-CONTINUING> (2,656)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,656)
<EPS-BASIC> (.19)
<EPS-DILUTED> (.19)
</TABLE>
