<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 September 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.
Yes [X] No [ ]
Number of shares outstanding of the issuer's classes of common stock as of
October 31, 1998:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock, par value $.01 per share 14,624,621
<PAGE>
SS&C TECHNOLOGIES, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at
September 30, 1998 and December 31, 1997 3
Consolidated Condensed Statements of Operations
for the three- and nine-month periods ended
September 30, 1998 and 1997 4
Consolidated Condensed Statements of Cash Flows
for the nine-month periods ended
September 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 Operation 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
EXHIBIT INDEX 19
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 September 30, 1998, as filed by the
Registrant on November 16, 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>
September 30, December 31,
1998 1997
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,051 $ 23,660
Marketable securities 35,767 35,058
Accounts receivable, net 16,406 7,591
Unbilled accounts receivable, net 6,791 5,472
Income taxes 393 1,157
Other 3,203 1,563
-------- --------
Total current assets 71,611 74,501
-------- --------
Property and equipment, net 8,615 4,018
Unbilled accounts receivable - related party 263 420
Unbilled accounts receivable, net 793 828
Intangible assets, net 9,802 2,336
Deferred income taxes 5,465 3,205
-------- --------
Total assets $ 96,549 $ 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 2,640 1,440
Accrued bonus payable 1,309 1,663
Deferred licensing and professional services 969 1,618
revenues
Accrued expenses 3,018 4,077
Deferred maintenance revenues 10,360 7,528
-------- --------
Total current liabilities 18,823 17,307
-------- --------
Long-term debt - related party 250 250
-------- --------
Total liabilities 19,073 17,557
-------- --------
Stockholders' equity:
Common stock 146 137
Additional paid-in capital 79,860 69,089
Accumulated deficit (2,530) (1,475)
-------- --------
Total stockholders' equity 77,476 67,751
-------- --------
Total liabilities and stockholders' equity $ 96,549 $ 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 Nine months ended
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $ 9,096 $ 5,714 $ 23,861 $ 14,515
Maintenance 4,908 2,478 12,917 6,833
Professional services 4,445 2,344 11,399 7,224
-------- -------- -------- --------
Total revenues 18,449 10,536 48,177 28,572
-------- -------- -------- --------
Cost of revenues:
Software licenses 533 298 1,141 902
Maintenance 1,453 745 3,663 2,366
Professional services 3,408 1,519 8,075 4,405
-------- -------- -------- --------
Total cost of revenues 5,394 2,562 12,879 7,673
-------- -------- -------- --------
Gross profit 13,055 7,974 35,298 20,899
Operating expenses:
Selling and marketing 4,075 3,268 12,030 8,398
Research and development 5,230 2,588 13,160 7,219
General and administrative 1,785 2,302 6,243 5,349
Write-off of purchased
in-process
research and development -- -- 5,878 --
-------- -------- -------- --------
Total operating expenses 11,090 8,158 37,311 20,966
-------- -------- -------- --------
Operating income (loss) 1,965 (184) (2,013) (67)
Interest and other income, net 503 485 1,614 1,506
Equity in investee loss, net of (850) -- (850) --
taxes
Income (loss) before income taxes 1,618 301 (1,249) 1,439
Provision (benefit) for income
taxes 851 109 (194) 513
-------- -------- -------- --------
Net income (loss) $ 767 $ 192 $ (1,055) $ 926
======== ======== ======== ========
Basic earnings (loss) per share $ 0.05 $ 0.01 $ (0.07) $ 0.07
======== ======== ======== ========
Weighted average number of
common shares outstanding 14,572 13,565 14,328 13,475
======== ======== ======== ========
Diluted earnings (loss) per share $ 0.05 $ 0.01 $ (0.07) $ 0.07
======== ======== ======== ========
Weighted average number of
common and common equivalent
shares outstanding 15,562 14,246 14,328 14,024
======== ======== ======== ========
</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>
Nine months ended
Sept 30, 1998 Sept 30, 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (1,055) $ 926
-------- --------
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating
activities:
Depreciation and amortization 4,241 1,395
Purchased in-process research and development 5,878 --
Deferred income taxes (2,260) --
Provision for doubtful accounts 877 978
Changes in operating assets and liabilities, net of acquisition
effects:
Accounts receivable (7,833) (764)
Unbilled accounts receivable 1,189 583
Other current assets (1,577) (573)
Accounts payable (305) 422
Accrued expenses (1,522) 530
Deferred revenues (568) 1,745
Income taxes 764 353
-------- --------
Total adjustments (1,116) 4,669
-------- --------
Net cash (used in) provided by operating
activities (2,171) 5,595
-------- --------
Cash flows from investing activities:
Cash paid for business acquisitions (5,261) --
Purchases of property and equipment (5,116) (1,282)
Purchases of marketable securities (42,261) (35,163)
Proceeds from sales of marketable securities 41,552 21,082
Capitalized software and other (2,913) (206)
-------- --------
Net cash used in investing activities (13,999) (15,569)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of options and issuance
of shares 2,015 436
Release of collateral requirement on letter of
credit -- 505
Repayment of debt (454) (1,991)
-------- --------
Net cash provided by (used in) financing
activities 1,561 (1,050)
-------- --------
Net decrease in cash and cash equivalents (14,609) (11,024)
Cash and cash equivalents, at beginning of 23,660 36,286
period
Cash and cash equivalents, at end of period $ 9,051 $ 25,262
======== ========
</TABLE>
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 September 30, 1998 and the results of its operations
for the three and nine months ended September 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 nine months ended September 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
net income (loss) 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 2.7 million shares were not included in the computation of
diluted loss per share for the nine months ended September 30, 1998 because the
effect of including the options would be antidilutive.
Net income 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 Three Months Ended Nine Months Ended Nine Months Ended
September 30, 1998 September 30, 1997 September 30, 1998 September 30, 1997
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding 14,572 13,565 14,328 13,475
Weighted average common stock
equivalents-options 990 681 --- 549
------ ------ ------ ------
Weighted average common and common
equivalent shares outstanding 15,562 14,246 14,328 14,024
</TABLE>
Comprehensive Income (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 income (loss) and comprehensive income (loss) for the three and nine months
ended September 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 stockholders. 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
6
<PAGE>
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, Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133")
was issued. 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 results of operations or its
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.
<TABLE>
<CAPTION>
As reported As Restated
(in thousands)
------------------------------
<S> <C> <C>
Tangible net assets $ 4,667 $ 4,667
Purchased in-process research and 7,980 5,878
development
Purchased complete technology 3,505 5,607
------- -------
$16,152 $16,152
</TABLE>
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 September 30,
1998 and $590 thousand for the nine months ended September 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:
<TABLE>
<CAPTION>
September 30, 1998
Previously
Reported Restated
-------- --------
<S> <C> <C>
Intangible assets, net $ 8,290 $ 9,802
Deferred income taxes 5,919 5,465
Accumulated deficit (3,588) (2,530)
</TABLE>
7
<PAGE>
Consolidated Condensed Statements of Operations:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, 1998 September 30, 1998
Previously As Previously As
Reported Restated Reported Restated
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cost of revenues:
Software licenses $ 238 $ 533 $ 551 $ 1,141
Total cost of revenues 5,099 5,394 12,289 12,879
Gross profit 13,350 13,055 35,888 35,298
Operating expenses:
Write-off of purchased in-process
research and development -- -- 7,980 5,878
Total operating expenses 11,090 11,090 39,413 37,311
Operating income (loss) 2,260 1,965 (3,525) (2,013)
Income (loss) before income taxes 1,913 1,618 (2,761) (1,249)
Provision for (benefit from) 939 851 (648) (194)
income taxes
Net income (loss) 974 767 (2,113) (1,055)
Basic earnings (loss) per share $ 0.07 $ 0.05 $ (0.15) $ (0.07)
Diluted earnings (loss) per share $ 0.06 $ 0.05 $ (0.15) $ (0.07)
</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:
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 approximately $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 and liabilities
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):
<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>
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 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 and liabilities 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):
<TABLE>
<S> <C>
Accounts Receivable $ 30
Equipment and furniture 4
Complete Technology 336
Incomplete Technology 491
------
Total Purchase Price $ 861
======
</TABLE>
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. 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 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 approximately $2.2 million in cash plus an
exclusive distribution agreement for the CAMRA product in exchange 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 exclusive distribution
agreement allows CEV to sell the Company's software products within energy-
related markets over a five-year period
9
<PAGE>
based on certain terms and conditions. The Company may be required to invest up
to an additional $0.8 million 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% ownership interest in
CEV upon certain terms and conditions. The Company commenced the reporting of
its share of CEV's earnings on a two- month lag beginning in the quarter ended
September 30, 1998. This lag in reporting will be consistent from period to
period. In the third quarter of fiscal 1998, the Company recognized a $0.9
million non-operating loss, net of taxes for its proportionate share of a
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
three-month period ended July 31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 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 nine
months ended September 30, 1998 were $18.4 million and $48.2 million,
respectively, representing increases of 75% and 69% from the $10.5 million and
$28.6 million, respectively, reported for the comparable periods of the prior
year. For the three and nine months ended September 30, 1998, the 1998 Quantra
and Savid acquisitions (collectively, the "1998 acquisitions") accounted for
approximately 35% to 40% of the period-over-period increases in total revenues.
Software license revenues accounted for approximately 50% of total revenues in
each of the three and nine months ended September 30, 1998 and 1997. Software
license revenues for the three and nine months ended September 30, 1998 were
$9.1 million and $23.9 million, respectively, representing increases of 59% and
64% over the $5.7 million and $14.5 million, respectively, in the comparable
periods of the prior year. For the three and nine months ended September 30,
1998, the 1998 acquisitions accounted for approximately 50% and 30%,
respectively, of total increases over the comparable period in the prior year.
The remaining growth in license revenues was primarily the result of continuing
strong domestic sales and growing international sales of the Company's CAMRA
product, sales of the Antares products, as well as continuing strong sales of
the Company's Total Return product. Revenues in the third quarter of 1998 also
benefited from the launch of the SKYLINE for Windows product and strong sales of
the Mortgage Loan Management System product.
Maintenance revenues accounted for approximately one-quarter of total revenues
in each of the three and nine months ended September 30, 1998 and 1997.
Maintenance revenues for the three and nine months ended September 30, 1998 were
$4.9 million and $12.9 million, respectively, representing increases of 98% and
89% from the $2.5 million and $6.8 million, respectively, in the comparable
periods of the prior year. For the three and nine months ended September 30,
1998, the 1998 acquisitions accounted for approximately 50% and 40%,
respectively, of the increases over the comparable period in the prior year. The
remaining increases in revenues were primarily the result of 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 nine months ended September 30, 1998 and
1997. Professional services revenues for the three and nine months ended
September 30, 1998 were $4.4 million and $11.4 million, respectively,
representing increases of 90% and 58% from the $2.3 million and $7.2 million,
respectively, in the comparable periods of the prior year. For the three and
nine months ended September 30, 1998, the 1998 acquisitions accounted for
approximately 20% and 30%, respectively, of the increases over the comparable
period in the prior year. The higher revenues were primarily the result of
increasing sales both domestically and internationally of implementation and
conversion services.
Gross Profit
Gross profit, as a percentage of total revenues, for each of the three and nine
months ended September 30, 1998 was 71% and 73%, respectively, as compared with
76% and 73%, respectively, in the comparable periods of 1997.
Software license gross profit, as a percentage of software license revenues,
exceeded 90% for each of the three and nine months ended September 30, 1998 and
1997, as the cost of software license revenues, which primarily includes
royalties, amortization of purchased technology, costs of product media,
packaging, documentation and delivery, remained proportionately small.
10
<PAGE>
Maintenance gross profit, as a percentage of maintenance revenues, for the three
and nine months ended September 30, 1998 was 71% and 72%, respectively, as
compared with 70% and 65%, respectively, in the comparable periods of 1997. For
the three and nine months ended September 30, 1998, cost of maintenance
revenues, which primarily consists of technical customer support and development
costs associated with product and regulatory updates, increased by 95% to $1.5
million and 55% to $3.7 million, respectively, from $0.7 million and $2.4
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 gross profit, as a percentage of professional services
revenues, for the three and nine months ended September 30, 1998 was 23% and
29%, respectively, as compared with 35% and 39%, 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 nine months ended September 30, 1998, these costs increased by 124% to
$3.4 million and by 83% to $8.1 million, respectively, from $1.5 million and
$4.4 million in the comparable periods of 1997, causing margins to decline by
approximately ten to twelve percentage points. The margin declines were
primarily attributable to the initial hiring and training of new staff in the
United States and the opening of a separate professional services organization
servicing mostly European clients.
Operating Income (Loss) and Net Income (Loss)
Selling and marketing expenses, as a percentage of total revenues, for the three
and nine months ended September 30, 1998 were 22% and 25%, respectively, as
compared with 31% and 29%, respectively, for the comparable periods of 1997. For
the three and nine months ended September 30, 1998, selling and marketing
expenses increased by 25% to $4.1 million and by 43% to $12.0 million,
respectively, from $3.3 million and $8.4 million, respectively, in the
comparable periods of 1997. The increase in these expenses was primarily the
result of the addition of direct sales staff in connection with the 1998
acquisitions, the hiring of additional staff in connection with the Antares
product, and the enhancement of the Company's central marketing staff.
Research and development expenses, as a percentage of total revenues, for the
three and nine months ended September 30, 1998 were 28% and 27%, respectively,
as compared with 25% for both comparable periods of 1997. For the three and nine
months ended September 30, 1998, these expenses increased by 102% to $5.2
million and by 82% to $13.2 million, respectively, from $2.6 million and $7.2
million, respectively, in the comparable periods of 1997. The increases in
research and development expenses were 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 nine months ended September 30, 1998 were 10% and 13%, respectively,
as compared with 22% and 19%, respectively, in the comparable periods of the
prior year. For the three and nine months ended September 30, 1998, general and
administrative expenses decreased by 22% to $1.8 million and increased by 17% to
$6.2 million, respectively, from $2.3 million and $5.3 million, respectively, in
the comparable periods of 1997. The collection of approximately $0.6 million of
fully-reserved receivables and the reassignment of certain administrative staff
at acquired businesses contributed to the decrease in the expenses in the third
quarter of 1998 when compared to the comparable period of the prior year. For
the nine months ended September 30, 1998, the dollar increase in general and
administrative expenses over the comparable period of the prior year 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 financial condensed statements. The write-off of purchased
in-process research and development decreased by $2.1 million in the six month
period ended June 30, 1998. Amortization of the completed technology increased
by $295 thousand for the three months ended September 30, 1998 and increased by
$590 thousand for the nine months ended September 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.
11
<PAGE>
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. 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.
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. The Company expects to incur $1.2 million in 1998 and
an additional $3.7 million in 1999 and beyond. The Company anticipates the
launch of certain modules in late 1998 and additional module launches in 1999
and 2000.
SKYLINE for Windows. This project involved the development of the property
management software in a Windows platform. The product achieved technological
feasibility in the third quarter of 1998 and the Company has already begun to
benefit from the acquisition of this research and development. 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.
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 achieved technological feasibility in the third quarter 1998 and the
Company has already begun to benefit from the acquisition of this research and
development. 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.
12
<PAGE>
Operating income for the three months ended September 30, 1998 was $2.0 million,
or 11% of total revenues, as compared with an operating loss of $0.2 million, or
2% of total revenues, in the three months ended September 30, 1997. For the nine
months ended September 30, 1998, the operating loss was $2.0 million, or 4% of
total revenues, as compared with an operating loss of $0.1 million, or less than
1% of total revenues, in the nine months ended September 30, 1997.
Interest and other income, net for both of the three and nine months ended
September 30, 1998, remained steady from the comparable periods of the prior
year. The effective tax rate, excluding the Company's equity in investee loss
for the three months ended September 30, 1998 was 34% as compared with 36% in
the comparable period of the prior year. The 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.
Net income for the three months ended September 30, 1998 was $0.8 million, or
$0.05 diluted earnings per share, as compared with $0.2 million, or $0.01
diluted earnings per share, in the three months ended September 30, 1997. For
the nine months ended September 30, 1998, the net loss was $1.1 million, or
$0.07 diluted loss per share, as compared with net income of $0.9 million, or
$0.07 diluted earnings per share, in the nine months ended September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents during the nine months ended September 30, 1998
decreased by $14.6 million primarily as a result of business acquisitions and
capital expenditures. Cash and cash equivalents during the nine months ended
September 30, 1997 decreased by $11.0 million primarily as a result of a $14.1
million net transfer of cash into short-term marketable securities and a $2.0
million repayment of debt being partly offset by $5.6 million of cash provided
by operations.
Operations used cash of $2.2 million for the nine months ended September 30,
1998 principally as a result of higher accounts receivable. For the comparable
period of the prior year, operations provided cash of $5.6 million, primarily as
a result of non-cash charges, higher liabilities and the net income for the
period. Investing activities for the nine months ended September 30, 1998 and
1997 used $14.0 million and $15.6 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 nine months ended September 30, 1997, the Company invested $14.1 million,
net, in short-term marketable securities.
Financing activities for the nine months ended September 30, 1998 provided cash
of $1.6 million as compared with using $1.1 million in the comparable period of
the prior year. During 1998, approximately $2.0 million received from the
exercise of options and the related issuance of shares was partly offset by
payments of debt, while in the comparable period of 1997, the repayment of $2.0
million of debt was partially offset by proceeds from other financing
activities.
As of September 30, 1998, the Company had $44.8 million in cash, cash
equivalents and marketable securities. The Company believes that its current
cash balances and cash being generated in operations will be sufficient to meet
its working capital and capital expenditure requirements for at least the next
twelve 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,
13
<PAGE>
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 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.
FOREIGN CURRENCY - CONVERSION TO EURO
On January 1, 1999, 11 of the 15 members of the European Union established fixed
conversion rates between their existing currencies and the "Euro." The Euro will
trade on currency exchanges and the legacy currencies will remain legal tender
for a transition period between January 1, 1999 and January 1, 2002. During the
transition period, goods and services may be paid for using the Euro or the
participating country's legacy currency. Participating countries no longer
control their own monetary policies by directing independent interest rates for
their legacy currencies. Instead, the authority to direct monetary policy,
including money supply and official interest rates, will be exercised by the new
European Central Bank. No later than July 1, 2002, the legacy currencies of the
participating countries will no longer be legal tender for any transaction,
making conversion to the Euro complete.
The Company has established plans and has begun developing the necessary
modifications for the technical adaptation of its internal information
technology and other systems to accommodate Euro-denominated transactions. The
Company expects that it will be able to process Euro-denominated transactions on
a timely basis. The Company is also assessing the business implications of the
conversion to the Euro, including long-term competitive implications and the
effect of market risk with respect to financial instruments. The Company is
currently unable to determine the ultimate financial impact of these matters, if
any, on its business, financial condition and results of operations. However,
the Company will continue to assess the impact of Euro conversion issues as the
applicable accounting, tax, legal and regulatory guidance evolves.
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.
14
<PAGE>
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 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.
15
<PAGE>
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.
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 July 17, 1998, the Company filed a Current Report on Form 8-K, dated
July 17, 1998, announcing under Item 5 (Other Events) the Company's financial
results for the second quarter of 1998. No financial statements were required to
be filed with such report.
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
-------------- -----------
27 Restated Financial Data Schedule
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THIS QUARTERLY REPORT ON FORM
10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 9,051
<SECURITIES> 35,767
<RECEIVABLES> 25,648
<ALLOWANCES> 2,643
<INVENTORY> 0
<CURRENT-ASSETS> 71,611
<PP&E> 13,423
<DEPRECIATION> 4,808
<TOTAL-ASSETS> 96,549
<CURRENT-LIABILITIES> 18,823
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 77,330
<TOTAL-LIABILITY-AND-EQUITY> 96,549
<SALES> 48,177
<TOTAL-REVENUES> 48,177
<CGS> 0
<TOTAL-COSTS> 12,879
<OTHER-EXPENSES> 37,311
<LOSS-PROVISION> 386
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,249)
<INCOME-TAX> (194)
<INCOME-CONTINUING> (1,055)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,055)
<EPS-BASIC> (.07)
<EPS-DILUTED> (.07)
</TABLE>
