SUNGARD DATA SYSTEMS INC
10-Q, 1997-08-14
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


(Mark One)
  [X]     Quarterly report pursuant to section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the quarterly period ended June 30, 1997 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 0-14232


                         SunGard(R) Data Systems Inc.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Delaware                                        51-0267091
- --------------------------------               ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)



                 1285 Drummers Lane, Wayne, Pennsylvania 19087
                 ---------------------------------------------
          (Address of principal executive offices, including zip code)



                               (610) 341-8700
                 ---------------------------------------------
              (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
                                       ---      ---   

There were 43,182,788 shares of the registrant's common stock, par value $.01
per share, outstanding at June 30, 1997.

<PAGE>
 
                           SunGard Data Systems Inc.
                                        


                                     Index
<TABLE> 
<CAPTION> 
                                                                    Page
                                                                    ----
         
<S>                                                                  <C> 
Part I.  Financial Information
         
Item 1.  Financial Statements:
         
         Consolidated Balance Sheets as of June 30, 1997
         (unaudited) and December 31, 1996........................    1
         
         Consolidated Statements of Income for the six and three 
         months ended June 30, 1997 and 1996 (unaudited)..........    2
         
         Supplemental Income Statement Information for the six and 
         three months ended June 30, 1997 and 1996 (unaudited)....    2
         
         Consolidated Statements of Cash Flows for the six months
         ended June 30, 1997 and 1996 (unaudited).................    3
         
         Notes to Consolidated Financial Statements (unaudited)...    4
         
Item 2.  Management's Discussion and Analysis of Financial           
         Condition and Results of Operation.......................    6
         
         
Part II. Other Information
         
Item 1.  Legal Proceedings........................................   10
         
Item 2.  Changes in Securities....................................   10
         
Item 3.  Defaults upon Senior Securities..........................   10
         
Item 4.  Submission of Matters to a Vote of Security Holders......   10
         
Item 5.  Other Information........................................   10
         
Item 6.  Exhibits and Reports on Form 8-K.........................   10
 

Signatures........................................................   11
</TABLE> 
<PAGE>

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------

                            SunGard Data Systems Inc.
                           Consolidated Balance Sheets
                    (In thousands, except per share amounts)
<TABLE> 
<CAPTION> 
                                                                                           June 30,   
                                                                                             1997       December 31,
                                                                                         (Unaudited)        1996
                                                                                         -----------    ------------
<S>                                                                                     <C>            <C> 
Assets
Current:
   Cash and equivalents.................................................................$     31,184   $     46,072         
   Trade receivables, less allowance for doubtful accounts of $13,633 and $10,391.......     142,506        130,404         
   Earned but unbilled receivables......................................................      30,943         27,842         
   Prepaid expenses and other current assets............................................      20,140         18,507         
   Deferred income taxes................................................................      15,680         13,632         
                                                                                         -----------    -----------         
       Total current assets.............................................................     240,453        236,457         
Property and equipment, less accumulated depreciation of $181,137 and $158,214..........     116,545        109,523         
Software products, less accumulated amortization of $78,016 and $68,780.................      80,702         71,917         
Goodwill, less accumulated amortization of $28,117 and $23,444..........................     159,970        156,796         
Other intangible assets, less accumulated amortization of $42,764 and $34,590...........     117,979        104,625         
                                                                                         -----------    -----------         
                                                                                        $    715,649   $    679,318         
                                                                                         ===========    ===========         
                                                                                                                            
Liabilities and Stockholders' Equity                                                                                        
Current:                                                                                                                    
   Short-term and current portion of long-term debt.....................................$     43,228   $     34,932         
   Accounts payable.....................................................................       8,860         13,531         
   Accrued compensation and benefits....................................................      35,404         41,581         
   Other accrued expenses...............................................................      27,877         24,004         
   Accrued income taxes.................................................................       2,439          5,873         
   Deferred revenues....................................................................      92,130         90,345         
                                                                                         -----------    -----------         
       Total current liabilities........................................................     209,938        210,266         
                                                                                         -----------    -----------         
Long-term debt..........................................................................       4,950          4,414         
                                                                                         -----------    -----------         
Commitments............................................................................                                    
Stockholders' equity:                                                                                                       
   Preferred stock, par value $.01 per share; 5,000 shares authorized...................           -              -         
   Common stock, par value $.01 per share; 120,000 shares authorized;                                                       
      43,183 and 42,300 shares issued...................................................         432            423         
   Capital in excess of par value.......................................................     179,014        175,937         
   Notes receivable for common stock....................................................        (234)          (559)        
   Restricted stock plans...............................................................      (1,381)        (1,535)        
   Retained earnings....................................................................     327,357        292,113         
   Foreign currency translation adjustment..............................................      (4,425)          (266)        
                                                                                         -----------    -----------         
                                                                                             500,763        466,113         
   Treasury stock, at cost, 1 and 43 shares.............................................          (2)        (1,475)        
                                                                                         -----------    -----------         
     Total stockholders' equity.........................................................     500,761        464,638         
                                                                                         -----------    -----------         
                                                                                        $    715,649   $    679,318         
                                                                                         ===========    ===========         
</TABLE> 


                             See accompanying notes

                                        1



<PAGE>

                           SunGard Data Systems Inc.
                       Consolidated Statements of Income
                   (In thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             Six Months Ended     Three Months Ended
                                                                                 June 30,              June 30,
                                                                            -----------------     -----------------
                                                                              1997      1996        1997      1996
                                                                            -------   -------     -------   -------
<S>                                                                       <C>       <C>         <C>       <C>
Revenues..................................................................$ 395,072 $ 305,366   $ 207,651 $ 155,568
                                                                            -------   -------     -------   -------

Costs and expenses:
  Cost of sales and direct operating......................................  172,054   136,761      90,088    69,525
  Sales, marketing and administration.....................................   76,385    61,410      40,115    30,507
  Product development.....................................................   36,294    26,857      19,481    13,678
  Depreciation of property and equipment..................................   23,024    17,636      11,658     9,041
  Amortization of intangible assets.......................................   22,540    13,857      11,987     7,045
  Purchased in-process research and development ..........................    9,618         -       9,618         -
                                                                            -------   -------     -------   -------
                                                                            339,915   256,521     182,947   129,796
                                                                            -------   -------     -------   -------
Income from operations....................................................   55,157    48,845      24,704    25,772
  Interest income.........................................................      977     3,680         384     1,809
  Interest expense........................................................   (1,321)     (675)       (736)     (323)
                                                                            -------   -------     -------   -------
Income before income taxes................................................   54,813    51,850      24,352    27,258
  Income taxes............................................................   22,604    20,999      10,267    11,039
                                                                            -------   -------     -------   -------
Net income................................................................$  32,209 $  30,851   $  14,085 $  16,219
                                                                            =======   =======     =======   =======
Fully diluted net income per common share.................................$    0.73 $    0.72   $    0.32 $    0.38
                                                                            =======   =======     =======   =======
Shares used to compute fully diluted net income per common share..........   44,144    42,981      44,284    43,091
                                                                            =======   =======     =======   =======
<CAPTION>

===================================================================================================================


                                           SunGard Data Systems Inc.
                                   Supplemental Income Statement Information
                                                (In thousands)                    
                                                  (Unaudited)                     

                                                                             Six Months Ended     Three Months Ended
                                                                                 June 30,              June 30,
                                                                            -----------------     -----------------
                                                                              1997      1996        1997      1996
                                                                            -------   -------     -------   -------
<S>                                                                       <C>       <C>          <C>      <C>
Revenues: 
  Investment support systems..............................................$ 255,679 $ 184,926   $ 135,653 $  92,192
  Disaster recovery services..............................................  108,730    90,508      55,904    47,039
  Computer services and other.............................................   30,663    29,932      16,094    16,337
                                                                            -------   -------     -------   -------
                                                                          $ 395,072 $ 305,366   $ 207,651 $ 155,568
                                                                            =======   =======     =======   =======
Income from operations:                                                            
  Investment support systems..............................................$  44,182 $  30,718   $  23,242 $  15,159
  Disaster recovery services..............................................   20,802    19,011      11,067    10,265
  Computer services and other.............................................    4,297     3,104       2,472     2,446
  Corporate administration................................................   (4,506)   (3,988)     (2,459)   (2,098)
  Purchased in-process research and development...........................   (9,618)        -      (9,618)        -
                                                                            -------   -------     -------   -------
                                                                          $  55,157 $  48,845   $  24,704 $  25,772
                                                                            =======   =======     =======   =======
Operating margin:                                                                  
  Investment support systems..............................................    17.3%     16.6%       17.1%     16.4%
                                                                            =======   =======     =======   =======
  Disaster recovery services..............................................    19.1%     21.0%       19.8%     21.8%
                                                                            =======   =======     =======   =======
  Computer services and other.............................................    14.0%     10.4%       15.4%     15.0%
                                                                            =======   =======     =======   =======
  Total...................................................................    14.0%     16.0%       11.9%     16.6%
                                                                            =======   =======     =======   =======
  Total, excluding purchased in-process research and development..........    16.4%     16.0%       16.5%     16.6%
                                                                            =======   =======     =======   =======
</TABLE>

                            See accompanying notes

                                       2
<PAGE>

                            SunGard Data Systems Inc.
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                                   Six Months Ended
                                                                                                       June 30,
                                                                                            ----------------------------    
                                                                                               1997              1996
                                                                                            ----------        ---------- 
<S>                                                                                        <C>               <C> 
Cash flow from operations:
  Net income............................................................................   $    32,209       $    30,851
  Reconciliation of net income to cash flow from operations:
     Depreciation and amortization......................................................        45,564            31,493
     Purchased in-process research and development......................................         9,618                 -
     Other noncash charges..............................................................         2,372             1,256
     Deferred income tax benefit........................................................        (6,439)           (4,635)
                                                                                            ----------        ----------
                                                                                                83,324            58,965
  Cash provided by (used for) working capital, net of effect of acquired businesses:
     Accounts receivable and other current assets.......................................        (9,506)            5,759
     Accounts payable and accrued expenses..............................................       (17,304)           (7,710)
     Deferred revenues..................................................................        (2,427)           (3,682)
                                                                                            ----------        ----------
       Cash flow from operations........................................................        54,087            53,332
                                                                                            ----------        ----------

Financing activities:
  Cash received under employee stock plans..............................................         4,687             5,697
  Cash paid for treasury stock..........................................................           (52)           (4,423)
  Cash received under revolving line of credit..........................................       124,000                 -
  Repayments of debt....................................................................      (117,723)           (3,994)
                                                                                            ----------        ----------
       Total financing activities.......................................................        10,912            (2,720)
                                                                                            ----------        ----------

Long-term investment activities:
  Cash paid for acquired businesses, net of cash acquired...............................       (49,641)          (28,129)
  Cash paid for property and equipment..................................................       (25,009)          (16,717)
  Cash paid for software and other long-term assets.....................................        (5,237)           (2,800)
                                                                                            ----------        ----------
       Total long-term investment activities............................................       (79,887)          (47,646)
                                                                                            ----------        ----------

Increase (decrease) in cash and equivalents before short-term investment activities.....       (14,888)            2,966

Short-term investment activities:
  Purchase of short-term investments....................................................             -            (2,660)
  Maturities of short-term investments..................................................             -            27,403
                                                                                            ----------        ----------
Increase (decrease) in cash and equivalents.............................................       (14,888)           27,709
Beginning cash and equivalents..........................................................        46,072            79,091
                                                                                            ----------        ----------
Ending cash and equivalents.............................................................   $    31,184       $   106,800
                                                                                             =========        ==========
Supplemental  information:

  Acquired businesses:
     Property and equipment.............................................................        13,792             2,676
     Software products..................................................................        15,775               765
     Purchased in-process research and development......................................         9,618                 -
     Deferred income taxes..............................................................         1,761                 -
     Goodwill and other intangible assets...............................................        10,433            26,496
     Purchase price obligations and debt assumed........................................        (2,679)                -
     Net current assets acquired (liabilities assumed)..................................         3,709            (1,808)
     Common stock issued................................................................        (2,768)                -
                                                                                             ---------        ----------
Cash paid for acquired businesses, net of cash acquired.................................   $    49,641       $    28,129
                                                                                             =========        ========== 
</TABLE> 


                            See accompanying notes

                                       3
<PAGE>
 
                           SunGard Data Systems Inc.
             Notes to Consolidated Financial Statements (Unaudited)



1.   The accompanying consolidated financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions for Form 10-Q and Rule 10-
     01 of Regulation S-X.  Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements.  In the opinion of
     management, all adjustments (consisting of normal recurring accruals)
     considered necessary for a fair presentation have been included.  Operating
     results for the six and three month periods ended June 30, 1997 are not
     necessarily indicative of the results that may be expected for the year
     ending December 31, 1997.  For further information, refer to the
     consolidated financial statements and footnotes thereto included in the
     Company's annual report on Form 10-K for the year ended December 31, 1996.

2.   Acquisitions:

     During the first six months of 1997, the Company completed four business
     acquisitions accounted for as purchase transactions. Two acquisitions were
     in the Company's investment support systems business, and two were in its
     disaster recovery services business. Total cash paid in connection with
     these acquisitions was $48,689,000, subject to certain adjustments.

     In connection with the acquisition of the Global Plus product line and
     certain other assets of Premier Solutions Ltd., the Company engaged a
     nationally recognized, independent appraisal firm to express an opinion on
     the fair market value of the assets acquired to serve as the basis of
     allocation of the purchase price to the various classes of assets acquired.
     While the allocation of the purchase price is still preliminary, the
     Company has recorded a charge against second quarter earnings for that
     portion of the purchase price related to purchased in-process research and
     development.  This charge represents, as of the date of acquisition, the
     value of software products still in development, but not considered to have
     reached technological feasibility or to have any alternate future use.
     Global Plus is a real-time, multi-currency trust and custody accounting
     system.

     Additionally, in January 1997, the Company issued 764,655 shares of common
     stock in connection with the acquisition of GMI Software, Inc. (GMI), a
     global provider of application software supporting exchange-traded futures
     and options.  The acquisition of GMI was accounted for as a pooling-of-
     interests.  The accompanying consolidated financial statements include the
     results of GMI from January 1, 1997.  Prior year consolidated financial
     statements have not been restated because the effect of such restatement is
     not material.

     Except for the charge related to purchased in-process research and
     development described above, these acquisitions are not expected to have a
     material effect on the Company's financial condition or results of
     operations. 

                                       4
<PAGE>
 
                           SunGard Data Systems Inc.
             Notes to Consolidated Financial Statements (Unaudited)
                                  (Continued)



3.   Fully diluted net income per common share was calculated using the 
     weighted-average number of common shares and common-equivalent shares
     outstanding during the period. Common-equivalent shares are principally
     attributable to unexercised stock options. In February 1997, the Financial
     Accounting Standards Board issued Statement of Financial Accounting
     Standards No. 128, "Earnings Per Share" (SFAS 128), which specifies a new
     methodology for the computation, presentation and disclosure of earnings
     per share and makes the U.S. standard for computing earnings per share more
     compatible with that of other countries and with the International
     Accounting Standards Committee.

     SFAS 128 requires a dual presentation of basic and diluted earnings per
     share. The new standard is required to be adopted in the fourth quarter of
     1997. While early adoption is not permitted, SFAS 128 requires restatement
     of all prior period earnings per share data at the time of adoption. The
     Company's new earnings per share amounts are not expected to be materially
     different from those computed under the present accounting standard for the
     six and three months ended June 30, 1997 and 1996.

                                       5
<PAGE>
 
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     Statements about the Company's expectations and all other statements in
this quarterly report on Form 10-Q other than historical facts are forward-
looking statements.  Since these statements involve risks and uncertainties and
are subject to change at any time, the Company's actual results could differ
materially from expected results.  The Company derives most of its forward-
looking statements from its operating budgets and forecasts, which are based
upon many detailed assumptions.  While the Company believes that its assumptions
are reasonable, it cautions that there are inherent difficulties in predicting
certain important factors, especially the timing and magnitude of software
sales, the timing and magnitude of technological advances, the performance of
recently acquired businesses, the prospects for future acquisitions, and the
overall condition of the financial services industry.  These factors, as and
when applicable, are discussed in the Company's filings with the Securities and
Exchange Commission, including its most recent Form 10-K, a copy of which may be
obtained from the Company without charge.

Income from Operations:

     During the second quarter 1997, the Company recorded pre-tax charges to
operations of approximately $9.6 million ($0.13 per fully diluted share) for
purchased in-process research and development associated with the acquisition of
Global Plus, a real-time, multi-currency trust and custody accounting system.
The following discussion of income from operations excludes these charges.
 
     Investment Support Systems (ISS):

     The Company's ISS business is comprised of more than thirty operating units
of various size and complexity.  Historically, most operating units have met or
exceeded expectations, while some have not, yielding overall results for the
entire business at approximately the levels expected. Since overall ISS results
reflect the sum of the diverse results of individual operating units, there
could be an adverse impact on ISS revenues and margins if too many individual
units are unable to meet expectations.

     The ISS operating margin was 17.3% and 17.1% for the six and three month
periods ended June 30, 1997, respectively, as compared with 16.6% and 16.4% for
the comparable periods in 1996. The increase in the operating margin is due
primarily to cost reductions in certain ISS businesses (despite an increase in
overall product development expense), as well as an increase in software license
revenues.

     The Company expects that the full-year 1997 ISS operating margin will be
slightly higher than  the full-year 1996 ISS operating margin.  The most
important factors affecting the ISS operating margin continue to be the timing
and magnitude of software license revenues, the operating margin of recently
acquired businesses, and the level of product development spending.

                                       6
<PAGE>
 
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
          (Continued)

Income from Operations, continued:

     Disaster Recovery Services (DRS):

     The DRS operating margin was 19.1% and 19.8% for the six and three month
periods ended June 30, 1997, respectively, as compared with 21.0% and 21.8% for
the comparable periods in 1996. The decrease in the operating margin is due
primarily to the expansion of the DRS sales force and costs associated with
additional operating facilities and equipment.

     The Company expects that the full-year 1997 DRS operating margin will
approximate the full-year 1996 DRS operating margin.  The most important factors
affecting the DRS operating margin continue to be the rate of new contract
signings and contract renewals, the timing and magnitude of equipment and
facilities expenditures, and the performance of recently acquired businesses.

     Computer Services and Other (CS):

     The CS operating margin was 14.0% and 15.4% for the six and three month
periods ended June 30, 1997, respectively, as compared with 10.4% and 15.0% for
the comparable periods in 1996. The increase in the operating margin is due
primarily to an increase in monthly computer services revenues and cost
reductions in the Company's healthcare information systems (HIS) businesses.

     The Company expects that the full-year 1997 CS operating margin will be
higher than the full-year 1996 CS operating margin.  The most important factors
affecting the CS operating margin are the timing and magnitude of software
license revenues related to the HIS businesses, and revenue variability in both
remote-access computer processing and automated mailing services.

Revenues:

     Total revenues for the six and three month periods ended June 30, 1997
increased $89.7 million, or 29%, and $52.1 million, or 33%, respectively,
compared to the corresponding periods in 1996.  Excluding acquired businesses,
revenues increased approximately 11% and 14% during the six and three month
periods ended June 30, 1997, respectively, compared to the corresponding periods
in 1996.  Recurring revenues derived from remote processing, disaster recovery
and software maintenance services approximated $303.7 million and $243.0 million
during the six month periods ended June 30, 1997 and 1996, respectively,
representing approximately 77% and 80% of consolidated revenues.

     The Company sells a significant portion of its products and services to the
financial services industry and could be directly affected by the overall
condition of that industry.  The Company expects that the consolidation trend in
the financial services industry will continue, but it is unable to predict what
effect, if any, this trend may have.

                                       7
<PAGE>
 
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
          (Continued)

Revenues, continued:

     Investment Support Systems:

     ISS revenues for the six and three month periods ended June 30, 1997
increased $70.8 million, or 38%, and $43.4 million, or 47%, respectively,
compared to the corresponding periods in 1996.  The increase in revenues during
these periods is attributable to increases in data processing and software
maintenance revenues of $41.1 million and $18.9 million, respectively, and
increases in software license and professional services revenues of $29.7
million and $24.5 million, respectively.  Excluding acquired businesses,
revenues increased approximately 10% and 15% during the six and three month
periods ended June 30, 1997, compared to the corresponding periods in 1996.

     Disaster Recovery Services:

     DRS revenues for the six and three month periods ended June 30, 1997
increased $18.2 million, or 20%, and $8.9 million, or 19%, respectively,
compared to the corresponding periods in 1996.  Excluding acquired businesses,
revenues increased approximately 16% during the six and three months ended June
30, 1997 as compared with the corresponding periods in 1996.  The increase is
attributable primarily to increases in revenues resulting from new contract
signings and contract renewals, and continued growth in midrange platforms.

     Computer Services and Other:

     CS revenues for the six month period ended June 30, 1997 increased $0.7
million, or 2%, compared to the corresponding period in 1996.  For the three
month period ended June 30, 1997, CS revenues decreased $0.2 million, or 1%,
compared to the comparable period in 1996.  The slight increase in the six month
period and decrease in the three month period is due to increased volume in the
Company's remote-access computer processing business, offset by a decline in
revenues in the Company's HIS businesses, due primarily to the timing and
magnitude of software license revenues.

Costs and Expenses:

     Cost of sales and direct operating expenses for the six and three month
periods ended June 30, 1997 increased $35.3 million, or 26%, and $20.6 million,
or 30%, respectively, compared to the corresponding periods in 1996.  The
increase is due primarily to acquired businesses, partially offset by cost
reductions in certain ISS and HIS businesses.

     Sales, marketing and administration expenses for the six and three month
periods ended June 30, 1997 increased $15.0 million, or 24%, and $9.6 million,
or 31%, respectively, compared to the corresponding periods in 1996.  The
increases are due primarily to acquired businesses and an expansion in the sales
force, particularly in the DRS Group, partially offset by cost reductions in
certain ISS and HIS businesses.

                                       8
<PAGE>
 
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
          (Continued)

Costs and Expenses, continued:

     Product development expenses for the six and three month periods ended June
30, 1997 increased $9.4 million, or 35%, and $5.8 million, or 42%, respectively,
compared to the corresponding periods in 1996.  The increases are due primarily
to acquired businesses and an increase in development spending in connection
with various ISS and HIS products.  Development costs capitalized were $1.7
million and $1.6 million for the six months ended June 30, 1997 and 1996,
respectively.

     Depreciation of property and equipment for the six and three month periods
ended June 30, 1997 increased $5.4 million, or 31%, and $2.6 million, or 29%,
respectively, compared to the corresponding periods in 1996.  The increases are
due primarily to purchases of computer and telecommunications equipment and
acquired businesses.

     Amortization of intangible assets for the six and three month periods ended
June 30, 1997 increased $8.7 million, or 63%, and $4.9 million, or 70%,
respectively, compared to the corresponding periods in 1996.  The increases are
due to acquired businesses.

     Interest income for the six and three month periods ended June 30, 1997
decreased $2.7 million, or 73%, and $1.4 million, or 79%, respectively, compared
to the corresponding periods in 1996.  Interest expense increased $0.6 million
and $0.4 million during the six and three month periods ended June 30, 1997,
respectively, compared to the corresponding periods in 1996.  These changes are
due to lower cash and short-term investment balances and an increase in short-
term debt.

Liquidity and Capital Resources:

     At June 30, 1997, cash and equivalents decreased $14.9 million to $31.2
million from $46.1 million at December 31, 1996.  The decrease in cash and
equivalents is net of an $8.3 million increase in short-term debt.  At June 30,
1997, borrowings under the Company's credit agreement totaled $26.0 million.

     The Company expects that its existing cash resources and cash generated
from operations will be sufficient to meet its operating requirements,
contingent payments in connection with previously acquired businesses, and
ordinary capital spending needs for at least the next twelve months.
Furthermore, the Company has a $150.0 million credit agreement ($124.0 million
available at June 30, 1997), and believes it has the capacity to secure
additional credit or issue equity to finance additional capital needs.

                                       9
<PAGE>
 
Part II.  Other Information

          Item 1.  Legal Proceedings:  None

          Item 2.  Changes in Securities:  None

          Item 3.  Defaults Upon Senior Securities:  None

          Item 4.  Submission of Matters to a Vote of Security Holders:
 
                   (a)  The 1997 Annual Meeting of Stockholders of the
                        registrant was held on May 9, 1997.
 
                   (b)  At the 1997 Annual Meeting, the following were elected
                        as directors:                   
<TABLE> 
<CAPTION> 

                                                            For         Withheld
                                                            ---         --------
                        <S>                              <C>            <C> 
                        Gregory S. Bentley               33,719,976       58,431
                        Michael C. Brooks                33,736,060       42,347
                        Albert A. Eisenstat              33,735,056       43,351
                        Bernard Goldstein                33,319,154      459,253
                        James L. Mann                    33,719,976       58,431
                        Michael Roth                     33,319,370      459,037
                        Malcolm I. Ruddock               33,736,276       42,131
                        Lawrence J. Schoenberg           33,735,656       42,751
</TABLE>

                   (c)  At the 1997 Annual Meeting, an amendment to the
                        Company's Restated Certificate of Incorporation to
                        increase the number of authorized shares of common stock
                        by 60,000,000 was approved by the following vote: 
<TABLE> 
<CAPTION>
 
                        <S>                                  <C>      
                        Votes in favor                       30,456,702
                        Votes against                         3,271,185
                        Votes abstaining                         50,520   
                        Broker non-votes                              0         
</TABLE> 
 
          Item 5.  Other Information:  Effective June 4, 1997, the Company's
          common stock began trading on the New York Stock Exchange under the
          symbol SDS. Before then, the Company's stock had traded on The Nasdaq
          Stock Market under the symbol SNDT. In addition, effective September
          1, 1997, the Company's common stock will no longer be traded on the
          London Stock Exchange.

          Item 6.  Exhibits and Reports on Form 8-K:
 
                   (a) Exhibits:  27.1 Financial Data Schedule

                   (b) Reports on Form 8-K:  None

                                       10
<PAGE>
 
                                   Signatures


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    SunGard Data Systems Inc.



Date:  August 14, 1997              By:        /s/ Michael J. Ruane
                                       -----------------------------------------
                                                Michael J. Ruane
                                       Vice President-Finance and Chief 
                                               Financial Officer
                                        (Principal Financial Officer)

                                       11
<PAGE>
 
                               LIST OF EXHIBITS

NUMBER                             EXHIBIT
- ------                             -------

27.1                        Financial Data Schedule.




                                      12

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF SUNGARD DATA SYSTEMS INC. AS OF JUNE
30, 1997 AND THE UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 1997, BOTH INCORPORATED BY REFERENCE INTO THE FORM 10-Q OF
SUNGARD DATA SYSTEMS INC. FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          31,184
<SECURITIES>                                         0
<RECEIVABLES>                                  187,082
<ALLOWANCES>                                    13,633
<INVENTORY>                                          0
<CURRENT-ASSETS>                               240,453
<PP&E>                                         297,682
<DEPRECIATION>                                 181,137
<TOTAL-ASSETS>                                 715,649
<CURRENT-LIABILITIES>                          209,938
<BONDS>                                          4,950
                                0
                                          0
<COMMON>                                           432
<OTHER-SE>                                     500,329
<TOTAL-LIABILITY-AND-EQUITY>                   715,649
<SALES>                                              0
<TOTAL-REVENUES>                               395,072
<CGS>                                                0
<TOTAL-COSTS>                                  253,912<F1>
<OTHER-EXPENSES>                                 9,618<F2>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,321  
<INCOME-PRETAX>                                 54,813
<INCOME-TAX>                                    22,604
<INCOME-CONTINUING>                             32,209
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,209
<EPS-PRIMARY>                                     0.73<F3>
<EPS-DILUTED>                                     0.73<F3>
<FN>
<F1>EXCLUDES SELLING, MARKETING AND ADMINISTRATIVE COSTS, AND PURCHASED 
IN-PROCESS RESEARCH AND DEVELOPMENT COSTS.
<F2>PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT COSTS.
<F3>INCLUDES PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT COSTS TOTALLING $0.13
PER SHARE.
</FN>
        



</TABLE>


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