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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 000-28430
SS&C TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1169696
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
80 LAMBERTON ROAD
WINDSOR, CT 06095
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
860-298-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON
STOCK, $.01 PAR VALUE PER SHARE
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of shares outstanding of the issuer's classes of common stock as
of November 12, 2003:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock, par value $0.01 per share 12,336,618
SS&C TECHNOLOGIES, INC.
INDEX
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at
September 30, 2003 and December 31, 2002 2
Consolidated Statements of Operations for the three
months and nine months ended September 30, 2003 and 3
2002
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2003 and 2002 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 14
Item 4. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURE 16
EXHIBIT INDEX 17
This Quarterly Report on Form 10-Q may contain 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. The Company does not
undertake an obligation to update its forward-looking statements to reflect
future events or circumstances.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
September 30, December 31,
2003 2002
------------ ------------
ASSETS
Current assets
Cash and cash equivalents $ 22,033 $ 18,336
Investments in marketable securities 26,344 23,383
Accounts receivable, net of allowance for doubtful
accounts 8,686 10,983
Prepaid expenses and other current assets 722 1,065
Deferred income taxes 929 1,142
------------ ------------
Total current assets 58,714 54,909
------------ ------------
Property and equipment
Leasehold improvements 3,556 3,301
Equipment, furniture, and fixtures 15,268 16,144
------------ ------------
18,824 19,445
Less accumulated depreciation (14,046) (13,700)
------------ ------------
Net property and equipment 4,778 5,745
------------ ------------
Deferred income taxes 6,600 6,762
Goodwill 2,432 2,355
Intangible and other assets, net of accumulated amortization 4,543 5,709
------------ ------------
Total assets $ 77,067 $ 75,480
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 908 $ 844
Income taxes payable 230 646
Accrued employee compensation and benefits 2,443 3,462
Other accrued expenses 1,938 2,044
Deferred maintenance and other revenue 13,804 11,214
------------ ------------
Total current liabilities 19,323 18,210
------------ ------------
Stockholders' equity
Common stock 176 170
Additional paid-in capital 101,964 95,324
Accumulated other comprehensive income (loss) 436 (735)
Retained earnings (deficit) 5,101 (1,767)
------------ ------------
107,677 92,992
Less: treasury shares (49,933) (35,722)
------------ ------------
Total stockholders' equity 57,744 57,270
------------ ------------
Total liabilities and stockholders' equity $ 77,067 $ 75,480
============ ============
See accompanying notes to Consolidated Financial Statements.
2
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenues:
Software licenses $ 3,032 $ 3,605 $ 10,137 $ 10,982
Maintenance 7,964 6,843 23,297 20,470
Professional services 1,710 1,605 4,629 5,120
Outsourcing 3,302 3,056 9,589 9,624
------------ ------------ ------------ ------------
Total revenues 16,008 15,109 47,652 46,196
------------ ------------ ------------ ------------
Cost of revenues:
Software licenses 431 306 1,373 934
Maintenance 1,546 1,294 4,538 4,118
Professional services 1,005 1,359 3,276 4,091
Outsourcing 1,932 2,147 5,960 6,492
------------ ------------ ------------ ------------
Total cost of revenues 4,914 5,106 15,147 15,635
------------ ------------ ------------ ------------
Gross profit 11,094 10,003 32,505 30,561
------------ ------------ ------------ ------------
Operating expenses:
Selling and marketing 2,178 1,968 6,319 7,103
Research and development 2,627 2,799 8,506 8,764
General and administrative 1,680 1,897 5,333 5,834
Write-off of purchased in-process research and
development - - - 1,744
------------ ------------ ------------ ------------
Total operating expenses 6,485 6,664 20,158 23,445
------------ ------------ ------------ ------------
Operating income 4,609 3,339 12,347 7,116
Interest income 223 323 707 1,164
Other income (expense), net 152 (84) 231 (483)
------------ ------------ ------------ ------------
Income before income taxes 4,984 3,578 13,285 7,797
Provision for income taxes 1,943 1,432 5,181 3,119
------------ ------------ ------------ ------------
Net income $ 3,041 $ 2,146 $ 8,104 $ 4,678
============ ============ ============ ============
Basic earnings per share $ 0.25 $ 0.17 $ 0.65 $ 0.36
============ ============ ============ ============
Basic weighted average number of common shares outstanding 12,329 12,705 12,426 13,065
============ ============ ============ ============
Diluted earnings per share $ 0.23 $ 0.16 $ 0.61 $ 0.34
============ ============ ============ ============
Diluted weighted average number of common and common
equivalent shares outstanding 13,210 13,499 13,200 13,809
============ ============ ============ ============
See accompanying notes to Consolidated Financial Statements.
3
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
September 30, September 30,
2003 2002
------------ ------------
Cash flow from operating activities:
Net income $ 8,104 $ 4,678
------------ ------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,726 2,995
Net realized losses (gains) on marketable securities (260) 424
Loss on sale or disposal of property and equipment 25 2
Deferred income taxes 375 654
Income tax benefit related to exercise of stock options 1,781 -
Purchased in-process research and development - 1,744
Provision for doubtful accounts 566 338
Changes in operating assets and liabilities:
Accounts receivable 1,776 (1,812)
Prepaid expenses and other assets 348 368
Accounts payable 61 (331)
Accrued expenses (1,152) (371)
Taxes payable (429) 631
Deferred maintenance and other revenues 2,487 2,050
------------ ------------
Total adjustments 8,304 6,692
------------ ------------
Net cash provided by operating activities 16,408 11,370
------------ ------------
Cash flow from investing activities:
Additions to property and equipment (672) (473)
Proceeds from sale of property and equipment - 3
Cash paid for business acquisitions, net of cash acquired - (3,943)
Purchases of marketable securities (23,993) (13,121)
Sales of marketable securities 22,197 16,687
------------ ------------
Net cash used in investing activities (2,468) (847)
------------ ------------
Cash flow from financing activities:
Repayment of acquired debt - (146)
Issuance of common stock 133 120
Exercise of options 4,732 4,099
Purchase of common stock for treasury (14,211) (24,963)
Common stock dividends (1,237) -
------------ ------------
Net cash used in financing activities (10,583) (20,890)
------------ ------------
Effect of exchange rate changes on cash 340 271
------------ ------------
Net increase (decrease) in cash and cash equivalents 3,697 (10,096)
Cash and cash equivalents, beginning of period 18,336 28,425
------------ ------------
Cash and cash equivalents, end of period $ 22,033 $ 18,329
============ ============
See accompanying notes to Consolidated Financial Statements.
4
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
In the opinion of the management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly its financial position as of
September 30, 2003 and the results of its operations for the three months and
nine months ended September 30, 2003 and 2002. These statements do not include
all of the information and footnotes required by generally accepted accounting
principles for annual financial statements. The financial statements contained
herein should be read in conjunction with the consolidated financial statements
and footnotes as of and for the year ended December 31, 2002, which were
included in SS&C Technologies, Inc.'s (the "Company") Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The December 31, 2002
consolidated balance sheet data were derived from audited financial statements,
but do not include all disclosures required by generally accepted accounting
principles for annual financial statements. The results of operations for the
three months and nine months ended September 30, 2003 are not necessarily
indicative of the expected results for the full year.
2. Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 148, "Accounting for Stock-Based
Compensation Costs - Transition and Disclosure". This statement amends SFAS No.
123, "Accounting for Stock-Based Compensation", and provides alternative methods
of transition for an entity that voluntarily changes to the fair value-based
method of accounting for stock-based compensation. The Company accounts for
stock-based compensation in accordance with Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the
disclosure-only alternative of SFAS No. 123. In December 2002, the Company
adopted the disclosure provisions of SFAS No. 148. Accordingly, no compensation
expense has been recognized for the stock option plans and employee stock
purchase plan. Had compensation expense for the Company's stock option plans and
employee stock purchase plan been recognized based on the fair value provisions
of SFAS No. 123, the Company's net income and earnings per share would have been
adjusted to the pro forma amounts indicated in the table below (in thousands,
except per share amounts):
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income, as reported $ 3,041 $ 2,146 $ 8,104 $ 4,678
Deduct: total stock-based compensation
determined under fair value-based method
for all awards, net of related tax effects 206 437 968 1,869
------------ ------------ ------------ ------------
Net income, pro forma $ 2,835 $ 1,709 $ 7,136 $ 2,809
============ ============ ============ ============
Reported net income per share
Basic $ 0.25 $ 0.17 $ 0.65 $ 0.36
Diluted $ 0.23 $ 0.16 $ 0.61 $ 0.34
Pro forma net income per share
Basic $ 0.23 $ 0.13 $ 0.57 $ 0.22
Diluted $ 0.21 $ 0.13 $ 0.54 $ 0.20
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts.
5
3. Basic and Diluted Earnings Per Share
Earnings per share is calculated in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". Basic earnings per share
includes no dilution and is computed by dividing income available to the
Company's common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share is computed by dividing
net income by the weighted average number of common and common equivalent shares
outstanding during the period. Common equivalent shares consist of stock options
using the treasury stock method. Common equivalent shares are excluded from the
computation of diluted earnings per share if the effect of including such common
equivalent shares is antidilutive. Options to purchase 61,000 and 918,000 shares
were outstanding at September 30, 2003 and 2002, respectively, but were excluded
from the computation of diluted earnings per share because the effect of
including the options would be antidilutive. Income available to stockholders is
the same for basic and diluted earnings per share. A reconciliation of the
shares outstanding is as follows (in thousands):
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Basic weighted average shares outstanding -
used in calculation of basic earnings per share 12,329 12,705 12,426 13,065
Weighted average common stock equivalents --
options 881 794 774 744
------ ------ ------ ------
Diluted weighted average shares outstanding -
used in calculation of diluted earnings per
share 13,210 13,499 13,200 13,809
====== ====== ====== ======
4. Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income", requires that items defined as
comprehensive income, such as foreign currency translation adjustments and
unrealized gains (losses) on marketable securities, 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. Total comprehensive income
consists of net income and other accumulated comprehensive income disclosed in
the equity section of the balance sheet.
The following table sets forth the components of comprehensive income
(in thousands):
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Net income $ 3,041 $ 2,146 $ 8,104 $ 4,678
Foreign currency translation gains 43 3 266 253
Unrealized gains (losses) on
marketable securities 76 (1,361) 905 (2,034)
------- ------- ------- -------
Total comprehensive income $ 3,160 $ 788 $ 9,275 $ 2,897
======= ======= ======= =======
5. Stockholders' Equity
On May 22, 2003, the Company's Board of Directors authorized the continued
repurchase of shares of the Company's common stock up to an additional
expenditure of $30 million. Under the repurchase programs, the Company purchased
a total of 998,000 shares for approximately $14.2 million in the nine months
ended September 30, 2003. As of September 30, 2003, the Company had repurchased
5.3 million shares for approximately $49.9 million since the repurchase program
was initiated on May 23, 2000.
On July 31, 2003, the Company's Board of Directors declared a semi-annual cash
dividend of $0.10 per share, payable September 12, 2003 to shareholders of
record at the close of business on August 22, 2003.
6
6. Acquisitions
On January 15, 2002, the Company acquired the assets and business of Real-Time
USA, Inc. ("Real-Time"), a solution provider of sell-side fixed income
applications. Real-Time delivers a comprehensive suite of front-, mid-, and
back-office applications via Application Service Provider ("ASP") or license, to
commercial banks and broker-dealers throughout the United States. The
consideration for the deal was $3.9 million in cash and the assumption of
certain liabilities by the Company, and a potential earn-out payment by the
Company of up to $1.17 million in cash if certain 2002 revenue targets were
achieved. The revenue targets were not attained in 2002, and thus no earn-out
payment was made. A summary of the allocation of the purchase price appears
below.
The acquisition was accounted for as a purchase and, accordingly, the net assets
and results of operations of Real-Time have been included in the consolidated
financial statements of the Company from January 1, 2002. The activity during
the intervening period was not material. The purchase price was allocated to
tangible and intangible assets, liabilities, and in-process research and
development ("IPR&D") based on their fair market value on the date of the
acquisition. The fair value assigned to intangible assets acquired was based on
an independent appraisal. The fair value of acquired completed technology of
$1.7 million was determined based on the future cash flows method. The acquired
completed technology is being amortized on a straight-line basis over four
years, the estimated life of the product.
The Company recorded a one time write-off of $1.7 million in the three-month
period ended March 31, 2002 related to the value of IPR&D acquired as part of
the purchase of Real-Time that had not yet reached technological feasibility and
had no alternative future use. Accordingly, these costs were expensed upon
acquisition. At the acquisition date, Real-Time was developing Lightning, a
full-service ASP bond accounting solution designed specifically for large
regional banks. The allocation of $1.7 million to IPR&D represents the estimated
fair value related to this incomplete project based on risk-adjusted cash flows
adjusted to reflect the contribution of core technology. The net cash flows were
then discounted utilizing a weighted average cost of capital of 26%. This
discount rate takes into consideration the inherent uncertainties surrounding
the successful development of the in-process research and development, the
profitability levels of such technology and the potential for other competing
technological advances which could potentially impact the estimates. The
Lightning project was completed in 2002.
On November 15, 2002, the Company acquired the assets and business of DBC, a
business within The Thomson Corporation, and assumed certain liabilities. DBC is
a leading provider of financial software for fixed income analysis in municipal
finance in the United States. DBC products are widely used for structuring
general obligation and revenue bond issues, including asset-backed housing and
student loan securitizations. The consideration was $4.6 million in cash.
The acquisition was accounted for as a purchase. The net assets and results of
operations of DBC have been included in the consolidated financial statements of
the Company from November 1, 2002. The activity during the intervening period
was not material. The purchase price was first allocated to tangible assets and
liabilities based on their fair value on the date of the acquisition. The fair
value of acquired completed technology of $2.9 million was determined based on
the future cash flows method. The acquired completed technology is being
amortized on a straight-line basis over five years, the estimated life of the
product. The remainder of the purchase price was allocated to goodwill.
The following summarizes the allocation of the purchase price for the Real-Time
and DBC acquisitions (in thousands):
REAL-TIME DBC
JANUARY 2002 NOVEMBER 2002
------------- -------------
Tangible assets acquired, net of cash received $ 664 $ 819
Purchased technology 1,743 2,912
In-process research and development 1,744 -
Goodwill - 2,368
Liabilities assumed (221) (1,534)
------- -------
Consideration paid $ 3,930 $ 4,565
======= =======
7
7. Commitments and Contingencies
From time to time, the Company is subject to legal proceedings and claims that
arise in the normal course of its business. In the opinion of management, the
Company is not a party to any litigation that it believes could have a material
effect on the Company or its business.
In 2001, the Internal Revenue Service ("IRS") notified the Company of purported
federal income tax deficiencies for the years 1997 through 1999. At issue was
the Company's deduction of an aggregate of $6.8 million of payments made by the
Company pursuant to the settlement, on May 7, 1999, of a consolidated securities
class action lawsuit. In 2002, the Company reached a settlement with the IRS
that allowed $5.5 million of the Company's original $6.8 million deduction. The
impact of this settlement has been included in the Company's 2002 income tax
provision. Although a substantial number of issues for the years being audited
have been resolved, the Company has also received a notice of proposed tax
deficiencies for the years 1997 through 1999 for other matters, for which the
Company has filed an appeal. Management believes the ultimate outcome will not
have a material adverse impact on the Company's financial position or results of
operation.
8. International Sales and Geography Information
The Company manages its business primarily on a geographic basis. The Company
attributes net sales to an individual country based upon the location of the
customer. The Company's geographic segments consist of the United States,
Americas excluding United States, Europe and Other. The European segment
includes European countries as well as the Middle East and Africa. Other
operating segments include Asia Pacific and Japan.
Revenues by geography were (in thousands):
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
United States $13,650 $12,786 $40,241 $38,290
Americas excluding United States 608 712 2,252 2,521
Europe 1,197 1,052 3,441 3,453
Other 553 559 1,718 1,932
------- ------- ------- -------
$16,008 $15,109 $47,652 $46,196
======= ======= ======= =======
9. Subsequent Events
On October 14, 2003, the Company announced that it had entered into a
non-binding agreement to acquire the fund administration business of Amicorp
Fund Services N.V. ("AFS"), a wholly-owned subsidiary of Amicorp Holding Ltd.
AFS' fund administration business serves the fund community with both on and
offshore services, including transfer agency, net asset valuation, account
control and reconciliation, set up of investment funds, maintenance of corporate
vehicles and customer service management. Located in Curacao, the Netherlands
Antilles, AFS has served institutional clients since 1995.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Certain of the Company's accounting policies require the application of
significant judgment by its management, and such judgments are reflected in the
amounts reported in its consolidated financial statements. In applying these
policies, the Company's management uses its judgment to determine the
appropriate assumptions to be used in the determination of estimates. Those
estimates are based on the Company's historical experience, terms of existing
contracts, management's observation of trends in the industry, information
provided by its clients, and information available from other outside sources,
as appropriate. Actual results may differ significantly from the estimates
contained in the Company's consolidated financial statements. The Company's
critical accounting policies are described in its annual filing on Form 10-K and
include:
- - Revenue Recognition
- - Allowance for Doubtful Accounts
- - Long-Lived Assets, Intangible Assets and Goodwill
- - Acquisition Accounting
- - Income Taxes
- - Marketable Securities
RESULTS OF OPERATIONS
Revenues
The Company's revenues are derived from software licenses, related maintenance
and professional services and outsourcing services. Revenues for the three
months ended September 30, 2003 were $16.0 million, increasing 6% from $15.1
million in the same period in 2002. Revenues for the nine months ended September
30, 2003 were $47.7 million, increasing 3% from $46.2 million in the same period
in 2002. The increase of $0.9 million for the three months ended September 30,
2003 was primarily attributed to the acquisition of DBC and an increase in
maintenance revenues offset by a decrease in license revenues. DBC, which was
acquired in November 2002, added a suite of municipal finance products to the
Company's family of product offerings. The increase of $1.5 million for the nine
months ended September 30, 2003 was primarily due to the addition of municipal
finance products and an increase in maintenance revenues offset by a decrease in
license revenues.
Software Licenses. Software license revenues for the three months ended
September 30, 2003 were $3.0 million, decreasing 16% from $3.6 million in the
comparable period in 2002. Software license revenues for the nine months ended
September 30, 2003 were $10.1 million, decreasing 8% from the $11.0 million in
the comparable period in 2002. The decrease in license revenues for the three
months ended September 30, 2003 was primarily due to lower sales of CAMRA,
partially offset by municipal finance products. The decrease in license revenues
for the nine months ended September 30, 2003 was primarily due to lower sales of
CAMRA and LMS, partially offset by municipal finance products and higher sales
of AdvisorWare.
Maintenance. Maintenance revenues for the three months ended September 30, 2003
were $8.0 million, increasing 16% from $6.8 million in the same period in 2002.
Maintenance revenues for the nine months ended September 30, 2003 were $23.3
million, increasing 14% from $20.5 million in the same period in 2002. The
increase for the three months ended September 30, 2003 was primarily due to
municipal finance products and increased revenue for CAMRA and Mabel products.
The increase for the nine months ended September 30, 2003 was primarily due to
municipal finance products, offset by a decrease in PTS revenue.
Professional Services. Professional services revenues for the three months ended
September 30, 2003 were $1.7 million, increasing 7% from $1.6 million in the
same period in 2002. Professional services revenues for the nine months ended
September 30, 2003 were $4.6 million, decreasing 10% from $5.1 million in the
comparable period in 2002. The decrease
9
in the nine months ended September 30, 2003 was primarily due to a decrease in
demand for the Company's implementation, conversion, and training services.
Outsourcing. Outsourcing revenues for the three months ended September 30, 2003
were $3.3 million, increasing 8% from $3.1 million in the comparable period of
the prior year. Outsourcing revenues for the nine months ended September 30,
2003 were $9.6 million, consistent with the comparable period in 2002. During
the three months ended September 30, 2003, increased demand for SS&C Direct was
offset by lower revenue for PortPro due to a restructuring of the services
offered by that product. For the nine months ended September 30, 2003, increased
demand for SS&C Direct and AdvisorWare services and the addition of Lightning
outsourcing services, which was released in the second half of 2002, were offset
by lower revenue for PortPro.
Cost of Revenues
Total cost of revenues for the three months ended September 30, 2003 was $4.9
million, decreasing 4% from $5.1 million in the three months ended September 30,
2002. Total cost of revenues for the nine months ended September 30, 2003 was
$15.1 million, decreasing 3% from $15.6 million in the nine months ended
September 30, 2002. The gross margin increased to 69% in the three months ended
September 30, 2003 from 66% in the comparable period in 2002. For the nine
months ended September 30, 2003, the gross margin increased to 68% from 66% in
the comparable period in 2002. The gross margin increase in both the three and
nine months ended September 30, 2003 was due to improvements in the outsourcing
and professional services margins, offset by decreases in the margins for
software licenses.
Cost of Software Licenses. Cost of software license revenues consists primarily
of amortization of expense of completed technology, royalties, third-party
software, and the costs of product media, packaging and documentation. The cost
of software licenses for the three months ended September 30, 2003 was $431,000,
increasing 41% from $306,000 in the same period in 2002, and represented 14% and
8%, respectively, of license revenues in those periods. Cost of software
licenses for the nine months ended September 30, 2003 was $1.4 million,
increasing 47% from $934,000 in the nine months ended September 30, 2002, and
represented 14% and 9% of license revenues in those periods, respectively. The
increases in costs for both the three and nine months ended September 30, 2003
were mainly due to the increase in amortization of completed technology
associated with the acquisition of DBC.
Cost of Maintenance. Cost of maintenance revenues consists primarily of
technical customer support and engineering costs associated with product and
regulatory updates. The cost of maintenance for the three months ended September
30, 2003 was $1.5 million, increasing 19% from $1.3 million in the three months
ended September 30, 2002, and represented 19% of maintenance revenues in each of
those periods. The cost of maintenance for the nine months ended September 30,
2003 was $4.5 million, increasing 10% from $4.1 million in the nine months ended
September 30, 2002, and represented 19% and 20%, respectively, of maintenance
revenues in those periods. The increases for both the three and nine months
ended September 30, 2003 were primarily due to the DBC acquisition partially
offset by decreased costs as a result of improved efficiencies and cost
reductions initiated in 2002.
Cost of Professional Services. Cost of professional services revenues consists
primarily of costs related to personnel utilized to provide implementation,
conversion and training services to the Company's software licensees, as well as
system integration, custom programming, and actuarial consulting services. The
cost of professional services revenues for the three months ended September 30,
2003 was $1.0 million, decreasing 26% from $1.4 million in the same period in
2002, and represented 59% and 85% of professional service revenues in those
periods, respectively. Cost of professional services revenues for the nine
months ended September 30, 2003 was $3.3 million, decreasing 20% from $4.1
million in the nine months ended September 30, 2002, and represented 71% and 80%
of professional services revenues in those periods, respectively. In the first
quarter of 2003, the Company reduced its professional consulting organization
and associated costs due to the decrease in demand for the Company's
implementation and consulting services.
Cost of Outsourcing. Cost of outsourcing revenues consists primarily of costs
related to personnel utilized in servicing the Company's outsourcing clients.
The cost of outsourcing revenues for the three months ended September 30, 2003
was $1.9 million, decreasing 10% from $2.1 million in the same period in 2002,
and represented 59% and 70% of outsourcing revenues in those quarters,
respectively. Cost of outsourcing for the nine months ended September 30, 2003
was $6.0 million, decreasing 8% from $6.5 million in the same period in 2002,
and represented 62% and 67% of outsourcing revenues in those periods,
respectively. The decrease in costs of outsourcing in dollars, and as a
percentage of outsourcing revenues, was due primarily to improved operating
efficiencies and the resulting decrease in costs of supporting the Company's
outsourcing business.
10
Operating Expenses
Total operating expenses for the three months ended September 30, 2003 were $6.5
million, decreasing 3% from $6.7 million in the three months ended September 30,
2002, and represented 41% and 44% of total revenues in those periods,
respectively. Total operating expenses for the nine months ended September 30,
2003 were $20.2 million, decreasing 14% from $23.4 million in the nine months
ended September 30, 2002, and represented 42% and 51% of total revenues in those
periods, respectively. Included in the nine-month 2002 expenses is a $1.7
million write-off of purchased in-process research and development associated
with the Company's acquisition of Real-Time in the first quarter. The decrease
in operating expenses was primarily due to the cost reduction steps the Company
has undertaken to align its personnel and operating expenses with revenues and
decreases in depreciation and travel expenses, offset by the addition of
operating expenses of the DBC business and an increase in bad debt expense.
Selling and Marketing. Selling and marketing expenses consist primarily of the
personnel costs associated with the selling and marketing of the Company's
products, including salaries, commissions, and travel and entertainment. Such
expenses also include the cost of branch sales offices, advertising, trade
shows, and marketing and promotional materials. Selling and marketing expenses
for the three months ended September 30, 2003 were $2.2 million, increasing 11%
from $2.0 million in the three months ended September 30, 2002, and represented
14% and 13%, respectively, of total revenues for those periods. Selling and
marketing expenses for the nine months ended September 30, 2003 were $6.3
million, decreasing 11% from $7.1 million in the same period in 2002, and
represented 13% and 15%, respectively, of total revenues for those periods. The
increase for the three months ended September 30, 2003 was mainly due to
additional costs as a result of the DBC acquisition and third-party commissions.
The decrease for the nine months ended September 30, 2003 was mainly due to
lower personnel-related costs associated with the reduction in the number of
marketing personnel, and lower marketing and promotional and travel costs offset
by additional costs as a result of the acquisition of DBC.
Research and Development. Research and development expenses consist primarily of
personnel costs attributable to the development of new software products and the
enhancement of existing products. Research and development expenses for the
three months ended September 30, 2003 were $2.6 million, decreasing 6% from $2.8
million in the three months ended September 30, 2002, and represented 16% and
19% of total revenues in those periods, respectively. Research and development
expenses for the nine months ended September 30, 2003 were $8.5 million,
decreasing 3% from $8.8 million in the same period in 2002, and represented 18%
and 19%, respectively, of total revenues for those periods. The decrease was
mainly due to cost reductions in personnel and lower travel costs partially
offset by DBC-related costs.
General and Administrative. General and administrative expenses consist
primarily of personnel costs related to management, accounting and finance,
information management, human resources and administration and associated
overhead costs, as well as fees for professional services. General and
administrative expenses for the three months ended September 30, 2003 were $1.7
million, decreasing 11% from $1.9 million in the three months ended September
30, 2002, and represented 11% and 13%, respectively, of total revenues for those
periods. General and administrative expenses for the nine months ended September
30, 2003 were $5.3 million, decreasing 9% from $5.8 million in the same period
in 2002, and represented 11% and 13%, respectively, of total revenues for those
periods. The decrease for the three months ended September 30, 2003 was
primarily due to lower personnel-related costs and operating expenses. The
decrease for the nine months ended September 30, 2003 was mainly attributable to
lower personnel-related costs, a reduction in depreciation and lower operating
expenses partially offset by an increase in bad debt expense.
Write-off of Purchased In-Process Research and Development. On January 15, 2002,
the Company acquired Real-Time. The acquisition was accounted for as a purchase
and, accordingly, the purchase price was allocated among tangible and intangible
assets, liabilities, and in-process research and development based on their fair
values on the date of acquisition. The acquired IPR&D had not yet reached
technological feasibility and had no alternative future use and, accordingly,
$1.7 million was expensed on the date of the acquisition.
Interest and Other Income (Expense), Net. Interest and other income (expense),
net consists primarily of interest income and other non-operational income and
expenses. Interest income for the three months ended September 30, 2003 was
$223,000, decreasing 31% from $323,000 in the same period in 2002. Interest
income for the nine months ended September 30, 2003 was $707,000, decreasing 39%
from $1.2 million in the same period in 2002. The decreases in interest income
for both the three and nine months ended September 30, 2003 were primarily due
to lower market interest rates on investments. Included in other expense, net
for the three and nine months ended September 30, 2003 were gains on sales of
investments of $171,000 and $259,000, respectively. Included in other expense,
net for the nine months ended
11
September 30, 2002 was a non-operational $854,000 impairment charge associated
with the decline in the market value of bonds held in the Company's investment
portfolio and a gain of $486,000 resulting from the sale of marketable
securities.
Provision for Income Taxes. The Company had an effective tax rate of 39% and 40%
in the nine months ended September 30, 2003 and 2002, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and marketable securities at September 30,
2003 were $48.4 million, which is an increase of $6.7 million from the $41.7
million at December 31, 2002. The increase was primarily due to earnings,
accounts receivable collections and proceeds from the exercise of employee
options partially offset by cash used under the Company's stock repurchase
program.
Net cash provided by operating activities was $16.4 million for the nine months
ended September 30, 2003. Cash provided by operating activities was primarily
due to earnings adjusted for non-cash items, a decrease in accounts receivable
and an increase in deferred maintenance and other revenues. These items were
partially offset by a decrease in accrued expenses.
Investing activities used net cash of $2.5 million for the nine months ended
September 30, 2003. Cash used in investing activities was primarily due to $1.8
million in net purchases of marketable securities.
Financing activities used net cash of $10.6 million for the nine months ended
September 30, 2003. Cash used in financing activities was primarily due to the
Company's activities under its stock repurchase program partially offset by
proceeds from the exercise of employee options. The Company repurchased 998,000
shares of common stock for treasury in the nine months ended September 30, 2003
for a total cost of $14.2 million. Also during the nine months ended September
30, 2003, the Company began paying semi-annual dividends on its common stock.
Dividend payments for the period totaled $1.2 million.
The Company believes that its current cash balances and net cash provided by
operating activities will be sufficient to meet its working capital and capital
expenditure requirements for at least the next 12 months. As of September 30,
2003, the Company did not have any relationships with unconsolidated entities or
financial partnerships, which would have been established for the purpose of
facilitating off-balance sheet arrangements.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
FLUCTUATIONS IN QUARTERLY PERFORMANCE. Historically, the Company's revenues and
operating results have fluctuated 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,
professional services and outsourcing; changes in the Company's operating
expenses; changes in the Company's personnel; and fluctuations in economic and
financial market conditions. The timing, size, and nature of individual license
transactions are important factors in the Company's quarterly operating results.
Many such license transactions involve large dollar amounts, and the sales
cycles for these transactions are often lengthy and unpredictable. There can be
no assurance that the Company will be successful in closing large license
transactions on a timely basis or at all.
DEPENDENCE ON THE FINANCIAL SERVICES INDUSTRY. The Company's clients include a
range of organizations in the financial services industry. The success of these
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.
INTEGRATION OF OPERATIONS. The Company's success is dependent in part on its
ability to complete the integration of the operations of recently acquired
businesses, including DBC, Real-Time and Digital Visions, in an efficient and
effective manner. Successful integration in the rapidly changing financial
services industry may be more difficult to accomplish than in other industries.
The combination of these acquired businesses will require, among other things,
integration of product
12
offerings and coordination of 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 Company. The inability of management to successfully integrate the
operations of acquired companies 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, AdvisorWare, SKYLINE, and LMS
software and the provision of maintenance and professional services in support
of such software. The Company expects that the revenues from these software
products will continue to account for a significant portion of its total
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.
COMPETITION. The market for financial service software is competitive, rapidly
evolving, and highly sensitive to new product introductions and marketing
efforts by industry participants. The Company believes the principal competitive
factors in its industry include consistent product performance, broad
functionality, ease of use, scalability, integration capabilities, product and
company reputation, client service and support, and price. Although the Company
believes it currently competes effectively with respect to these factors, there
can be no assurance that the Company will be able to maintain its competitive
position against current and potential competitors.
The Company believes none of its competitors currently competes against it in
all of its target industry segments, although there can be no assurance that one
or more may not compete against the Company in the future in additional industry
segments. Many of the Company's current and potential competitors have
significantly greater financial, technical, and marketing resources, generate
higher revenues, and have greater name recognition. There can be no assurance
that the Company's current or potential competitors will not develop products
comparable or superior to those developed by the Company, or adapt more quickly
than the Company to new technologies, evolving industry trends, or changing
client requirements. It is also possible that alliances among competitors may
emerge and rapidly acquire significant market share. Increased competition may
result in price reductions, reduced gross margins, and loss of market share, any
of which would materially adversely affect the Company's business, financial
condition, and results of operations.
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 needs. 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 due to 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 PROPRIETARY TECHNOLOGY. The Company's success and ability to
compete depends in part upon its ability to protect 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
protect its proprietary technology will be adequate to prevent misappropriation
or independent third-party development of such technology.
PRODUCT DEFECTS AND PRODUCT LIABILITY. The Company's software products are
highly complex and sophisticated and could contain design defects or software
errors that are difficult to detect and correct. Errors, bugs or viruses may
result in loss of or delay in market acceptance of the Company's software
products 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 an
inability to achieve market acceptance and thus could have a material adverse
effect 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. 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, is
difficult. Although the Company expects to continue to attract and retain
13
sufficient numbers of highly skilled employees for the foreseeable future, there
can be no assurance that the Company will be able to do so.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. The Company has risks associated
with its foreign 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, and the
Company occasionally hedges some of the risk associated with foreign exchange
fluctuations. Although the Company believes its foreign currency exchange rate
risk is minimal, significant fluctuations in the value of foreign currencies
could have a material adverse effect on the earnings of the Company. In
addition, the Company's international business may be subject to a variety of
other 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 third-party 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 financial 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no derivative financial instruments. The Company generally
places its marketable security investments in high credit quality instruments,
primarily U.S. Government and Federal Agency obligations, tax-exempt municipal
obligations and corporate obligations. The Company does not expect any material
loss from its marketable security investments and therefore believes that its
potential interest rate exposure is not material.
The Company invoices customers primarily in U.S. dollars and in local currency
in those countries in which the Company has branch and subsidiary operations.
The Company is exposed to foreign currency exchange rate fluctuations from the
time customers are invoiced in local currency until collection occurs. Through
September 30, 2003, foreign currency exchange rate fluctuations have not had a
material effect on the Company's financial position or results of operation, and
therefore the Company believes that its potential foreign currency exchange rate
exposure is not material.
The foregoing risk management discussion and the effect thereof are
forward-looking statements. Actual results in the future may differ materially
from these projected results due to actual developments in global financial
markets. The analytical methods used by the Company to assess and minimize risk
discussed above should not be considered projections of future events or losses.
ITEM 4. CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's chief
executive officer and chief financial officer, evaluated the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30,
2003. Based on this evaluation, the Company's chief executive officer and chief
financial officer concluded that, as of September 30, 2003, the Company's
disclosure controls and procedures were (1) designed to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to the Company's chief executive officer and chief financial officer
by others within those entities, particularly during the period in which this
report was being prepared, and (2) effective, in that they provide reasonable
assurance that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.
No change in the Company's internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
fiscal quarter ended September 30, 2003 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
a. The exhibits listed in the Exhibit Index immediately preceding such
exhibits are filed as part of this Report.
b. On July 16, 2003, the Company furnished a Current Report on Form 8-K,
dated July 16, 2003, to report under Item 9 (Regulation FD Disclosure
(Information Furnished Pursuant to Item 12, "Results of Operations and
Financial Condition")) the Company's press release announcing the
second quarter results.
On August 1, 2003, the Company filed a Current Report on Form 8-K,
dated July 31, 2003, to report under Item 5 (Other Events and
Regulation FD Disclosure) that the Company's Board of Directors had
declared a semi-annual cash dividend of $0.10 per share on its common
stock.
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SS&C TECHNOLOGIES, INC.
Date: November 14, 2003 By: /s/ Patrick J. Pedonti
Patrick J. Pedonti
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
16
EXHIBIT INDEX
Exhibit Number Description
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
17