<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 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
(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.
No 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
<PAGE>
SS&C TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
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 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
EXHIBIT INDEX 19
</TABLE>
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 Item
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 June 30, 1998, as filed by the Registrant on
August 11, 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>
(unaudited)
June 30, Dec. 31,
1998 1997
------------------ ---------------
<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
Intangible assets, net 10,424 2,336
Deferred income taxes 5,377 3,205
------------------ ---------------
Total assets $93,980 $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
------------------ ---------------
Stockholders' equity:
Common stock 145 137
Additional paid-in capital 79,297 69,089
Accumulated deficit (3,297) (1,475)
------------------ ---------------
Total stockholders' equity 76,145 67,751
------------------ ---------------
Total liabilities and stockholders' equity $93,980 $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 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 337 329 608 604
Maintenance 1,438 785 2,210 1,621
Professional services 2,881 1,429 4,667 2,886
------------------------------------- -------------------------------------
Total cost of revenues 4,656 2,543 7,485 5,111
------------------------------------- -------------------------------------
Gross profit 13,482 7,962 22,243 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 491 - 5,878 -
------------------------------------- -------------------------------------
Total operating expenses 12,731 7,298 26,221 12,808
------------------------------------- -------------------------------------
Operating income (loss) 751 664 (3,978) 117
Interest and other income, net 519 572 1,111 1,021
------------------------------------- -------------------------------------
Income (loss) before income taxes 1,270 1,236 (2,867) 1,138
Provision (benefit) for income taxes 436 334 (1,045) 404
------------------------------------- -------------------------------------
Net income (loss) $ 834 $ 902 $(1,822) $ 734
===================================== =====================================
Basic earnings (loss) per share $ 0.06 $ 0.07 $ (0.13) $ 0.05
===================================== =====================================
Basic weighted average number of common
shares outstanding 14,501 13,506 14,198 13,462
===================================== =====================================
Diluted earnings (loss) per share $ 0.05 $ 0.07 $ (0.13) $ 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
<PAGE>
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) $ (1,822) $ 734
---------------------- --------------------
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,539 920
Purchased in-process research and development 5,878 -
Deferred income taxes (2,172) (1)
Provision for doubtful accounts 1,254 716
Changes in operating assets and liabilities, net of
acquisition effects:
Accounts receivable (1,314) 3,248
Unbilled accounts receivable (1,669) (494)
Other current assets (1,351) (60)
Accounts payable (1,028) 285
Accrued expenses (1,815) (544)
Deferred revenues (790) 462
Income taxes 679 317
---------------------- --------------------
Total adjustments 211 4,849
---------------------- --------------------
Net cash (used in) provided by operating activities (1,611) 5,583
---------------------- --------------------
Cash flows from investing activities:
Cash paid for business acquisitions (5,260) -
Purchases of 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
Release of collateral requirement on letter of credit - 505
Repayment of debt (454) (1,877)
---------------------- --------------------
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, at beginning of period 23,660 36,287
Cash and cash equivalents, at 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
<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 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.
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.
6
<PAGE>
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.
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 acquisitions of Quantra and
Savid were measured in a manner consistent with widely recognized appraisal
practices that were being utilized at the time of the acquisitions. Subsequent
to the acquisitions, 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.
As reported As Restated
(in thousands)
------------------------------
Tangible net assets $ 4,667 $ 4,667
Purchased in-process research and
development 7,980 5,878
Purchased complete technology 3,505 5,607
-------- --------
$ 16,152 $ 16,152
The Company originally recorded a one-time charge for IPR&D in its operating
results for the six months ended June 30, 1998 in the amount of approximately
$8.0 million. After revaluing the IPR&D charge, the Company adjusted the one-
time charge to $5.9 million, representing a reduction of $2.1 million to be
amortized in subsequent periods as completed technology. Additional amortization
due to this adjustment was $295 thousand for the quarter ended June 30, 1998 and
$295 thousand for the six months ended June 30, 1998. 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:
June 30, 1998
Previously
Reported Restated
---------- --------
Intangible assets, net $ 8,617 $ 10,424
Deferred income taxes 5,919 5,377
Accumulated deficit (4,562) (3,297)
7
<PAGE>
Consolidated Condensed Statements of Operations:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, 1998 June 30, 1998
Previously As Previously As
Reported Restated Reported Restated
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cost of revenues:
Software licenses $ 42 $ 337 $ 313 $ 608
Total cost of revenues 4,361 4,656 7,190 7,485
Gross profit 13,777 13,482 22,538 22,243
Operating expenses:
Write-off of purchased in-process
research and development 720 491 7,980 5,878
Total operating expenses 12,960 12,731 28,323 26,221
Operating income (loss) 817 751 (5,785) (3,978)
Income (loss) before income taxes 1,336 1,270 (4,674) (2,867)
Provision for (benefit from) income 454 436 (1,587) (1,045)
taxes
Net income (loss) 882 834 (3,087) (1,822)
Basic earnings (loss) per share $ 0.06 $ 0.06 $ (0.22) $ (0.13)
Diluted earnings (loss) per share $ 0.06 $ 0.05 $ (0.22) $ (0.13)
</TABLE>
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. 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. 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.
8
<PAGE>
The following summarizes the allocation of the purchase price of the Quantra
Acquisition (in thousands):
Accounts receivable $ 4,145
Equipment and furniture 425
Other assets 63
Complete technology 5,271
Incomplete technology 5,387
-------
Total purchase price $15,291
=======
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 for the Savid
Acquisition (in thousands):
Accounts receivable $ 30
Equipment and furniture 4
Complete technology 336
Incomplete technology 491
----
Total purchase price $861
====
For the Quantra and Savid Acquisitions, the allocation to complete technology is
based on future risk-adjusted cash flows. Complete technology has been
capitalized and included in intangible assets 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 bear 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 and Savid Acquisitions, 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 30% for
consulting, depending on the product. Savid consulting revenues were projected
to be insignificant. 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 rate for the Savid in-process research and development
projects was 20%.
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 equity position will not fall below 24%. The
Company also received a warrant to purchase up to an additional 8.4%
9
<PAGE>
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 74% and 75%, respectively, 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,
amortization of purchased complete technology, costs of product media,
packaging, documentation and delivery, remained proportionately small.
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.
10
<PAGE>
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.
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. In the
second quarter of 1998, the Company expensed $0.5 million of purchased in-
process research and development associated with the Savid products acquired in
April 1998. Because these products had not yet reached technological feasibility
at the time of the respective acquisitions 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 June 30, 1998 condensed consolidated
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 1998
acquisitions. 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 $2.1 million in the first six
months of 1998. Amortization of the completed technology increased by $295
thousand for the three and six months ended June 30, 1998.
For these acquisitions, 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 and
Savid Acquisition dates 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 with $1.0 million expected to be incurred
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.
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 are in late 1998 with
additional module 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.
11
<PAGE>
Savid
The Savid in-process research and development projects include the development
of five existing debt and derivative modules in a Windows platform in addition
to developing a new risk management module. As of the acquisition date, the
Company estimated that the remaining cost required to achieve technological
feasibility for both projects was approximately $0.2 million. Three of the five
modules are expected to achieve technological feasibility in the third quarter
1998. The Company expects to benefit from the acquisition of the remaining
research and development projects as the remaining modules are expected to be
launched beginning in the second half of 1999.
The value of in-process research and development was determined by estimating
the costs to develop the in-process projects into commercially viable projects,
estimating the resulting net cash flows from such projects, discounting the net
cash flows back to their present values, and adjusting that result to reflect
each product's stage of completion. The expected cash flows of the in-process
projects were also adjusted to reflect the contribution of completed and core
technologies.
For the Quantra and Savid Acquisitions, 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. Savid consulting revenues
were projected to be insignificant. 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 rate for the Savid in-process research
and development projects was 20%. 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 and Savid 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.
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 $4.0 million, or 13% 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.
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% and 36%, respectively, 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 $0.8 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 $1.8 million, or $0.13diluted 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.
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
12
<PAGE>
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
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 Year 2000
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
13
<PAGE>
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.
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.
14
<PAGE>
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 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.
15
<PAGE>
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.
16
<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 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.
17
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SS&C TECHNOLOGIES, INC.
Date: August 17, 1999 By: /s/ Anthony R. Guarascio
Anthony R. Guarascio
Senior Vice President
and Chief Financial Officer
(Principal Financial
and Accounting Officer)
18
<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 Restated Financial Data Schedule
19
<PAGE>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THIS QUARTERLY
REPORT ON FORM 10Q.
20
<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>
<RESTATED>
<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> 93,980
<CURRENT-LIABILITIES> 17,585
<BONDS> 0
0
0
<COMMON> 145
<OTHER-SE> 76,000
<TOTAL-LIABILITY-AND-EQUITY> 93,980
<SALES> 29,728
<TOTAL-REVENUES> 29,728
<CGS> 0
<TOTAL-COSTS> 7,485
<OTHER-EXPENSES> 26,221
<LOSS-PROVISION> 375
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,867)
<INCOME-TAX> (1,045)
<INCOME-CONTINUING> (1,822)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,822)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
