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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 JUNE 30, 2004
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)
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 August 3, 2004:
Class Number of Shares Outstanding
----- ----------------------------
Common stock, par value $0.01 per share 23,019,256
SS&C TECHNOLOGIES, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at
June 30, 2004 and December 31, 2003 2
Consolidated Statements of Operations for the three months and six
months ended June 30, 2004 and 2003 3
Consolidated Statements of Cash Flows for the six months ended
June 30, 2004 and 2003 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 20
PART II. OTHER INFORMATION
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURE 23
EXHIBIT INDEX 24
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", "should",
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
June 30, December 31,
2004 2003
--------- ------------
(In thousands)
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 41,926 $ 15,261
Investments in marketable securities 73,991 37,120
Accounts receivable, net of allowance for doubtful accounts
of $1,329 and $1,449, respectively 16,634 8,571
Income taxes receivable 423 --
Prepaid expenses and other current assets 1,371 1,434
Deferred income taxes 479 620
--------- ---------
Total current assets 134,824 63,006
--------- ---------
Property and equipment
Leasehold improvements 3,676 3,593
Equipment, furniture, and fixtures 17,488 15,805
--------- ---------
21,164 19,398
Less accumulated depreciation (15,735) (14,634)
--------- ---------
Net property and equipment 5,429 4,764
--------- ---------
Deferred income taxes 6,226 6,417
Goodwill 16,252 3,841
Intangible and other assets, net of accumulated amortization of
$4,475 and $3,434, respectively 13,559 4,557
--------- ---------
Total assets $ 176,290 $ 82,585
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,374 $ 916
Income taxes payable - 91
Accrued employee compensation and benefits 4,464 3,484
Other accrued expenses 3,576 2,039
Deferred maintenance and other revenue 19,955 14,467
--------- ---------
Total current liabilities 29,369 20,997
--------- ---------
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock 312 268
Additional paid-in capital 183,854 105,359
Accumulated other comprehensive income 511 588
Retained earnings 15,664 8,793
--------- ---------
200,341 115,008
Less: cost of common stock in treasury; 8,191 shares 53,420 53,420
--------- ---------
Total stockholders' equity 146,921 61,588
--------- ---------
Total liabilities and stockholders' equity $ 176,290 $ 82,585
========= =========
See accompanying notes to Consolidated Financial Statements.
2
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- -------- -------- --------
(In thousands, except per share data)
(Unaudited)
Revenues:
Software licenses $ 4,188 $ 3,723 $ 8,328 $ 7,105
Maintenance 9,239 7,715 17,221 15,333
Professional services 2,727 1,262 4,577 2,919
Outsourcing 8,330 3,206 13,547 6,287
------- ------- -------- -------
Total revenues 24,484 15,906 43,673 31,644
------- ------- -------- -------
Cost of revenues:
Software licenses 585 423 1,030 942
Maintenance 2,341 1,504 3,989 2,992
Professional services 1,794 1,117 3,073 2,271
Outsourcing 4,346 2,046 7,088 4,028
------- ------- -------- -------
Total cost of revenues 9,066 5,090 15,180 10,233
------- ------- -------- -------
Gross profit 15,418 10,816 28,493 21,411
------- ------- -------- -------
Operating expenses:
Selling and marketing 2,727 2,036 4,947 4,141
Research and development 3,552 2,876 6,508 5,879
General and administrative 1,969 1,731 3,838 3,653
------- ------- -------- -------
Total operating expenses 8,248 6,643 15,293 13,673
------- ------- -------- -------
Operating income 7,170 4,173 13,200 7,738
------- ------- -------- -------
Interest income 182 235 365 484
Other income (expense), net 16 74 (16) 79
------- ------- -------- -------
Income before income taxes 7,368 4,482 13,549 8,301
Provision for income taxes 2,955 1,748 5,366 3,238
------- ------- -------- -------
Net income $ 4,413 $ 2,734 $ 8,183 $ 5,063
======= ======= ======== =======
Basic earnings per share $ 0.22 $ 0.15 $ 0.43 $ 0.27
======= ======= ======== =======
Basic weighted average number of common shares outstanding
19,771 18,510 19,229 18,717
======= ======= ======== =======
Diluted earnings per share $ 0.21 $ 0.14 $ 0.40 $ 0.26
======= ======= ======== =======
Diluted weighted average number of common and common
equivalent shares outstanding 21,144 19,730 20,672 19,797
======= ======= ======== =======
See accompanying notes to Consolidated Financial Statements.
3
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended
June 30, June 30,
2004 2003
--------- ---------
(In thousands)
(Unaudited)
Cash flow from operating activities:
Net income $ 8,183 $ 5,063
-------- --------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 2,133 1,870
Net realized losses (gains) on investments in marketable
securities 26 (88)
Loss (gain) on sale or disposal of property and equipment (7) 12
Deferred income taxes 332 236
Income tax benefit related to exercise of stock options 2,151 -
Provision for doubtful accounts (2) 477
Changes in operating assets and liabilities, excluding
effects from acquisitions:
Accounts receivable (1,870) (182)
Prepaid expenses and other assets 495 314
Taxes receivable (423) -
Accounts payable (36) 80
Accrued expenses 872 (1,756)
Taxes payable (83) 283
Deferred maintenance and other revenues 685 3,419
-------- --------
Total adjustments 4,273 4,665
-------- --------
Net cash provided by operating activities 12,456 9,728
-------- --------
Cash flow from investing activities:
Additions to property and equipment (334) (375)
Proceeds from sale of property and equipment 7 -
Cash paid for business acquisitions, net of cash acquired (23,575) -
Purchases of marketable securities (69,612) (14,992)
Sales of marketable securities 32,775 12,245
-------- --------
Net cash used in investing activities (60,739) (3,122)
-------- --------
Cash flow from financing activities:
Issuance of common stock 74,628 134
Exercise of options 1,781 3,202
Purchase of common stock for treasury - (9,421)
Common stock dividends (1,333) -
-------- --------
Net cash provided by (used in) financing activities 75,076 (6,085)
-------- --------
Effect of exchange rate changes on cash (128) 291
-------- --------
Net increase in cash and cash equivalents 26,665 812
Cash and cash equivalents, beginning of period 15,261 18,336
-------- --------
Cash and cash equivalents, end of period $ 41,926 $ 19,148
======== ========
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 Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments, except as noted elsewhere in the notes to the consolidated
financial statements) necessary to present fairly its financial position as of
June 30, 2004 and the results of its operations for the three months and six
months ended June 30, 2004 and 2003. 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, 2003 which were included in
the Company's Annual Report on Form 10-K, as amended, filed with the Securities
and Exchange Commission. The December 31, 2003 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 six
months ended June 30, 2004 are not necessarily indicative of the expected
results for the full year.
2. Marketable Securities
At June 30, 2004, the cost basis, fair market value, and unrealized gains and
losses by major security type, were as follows (in thousands):
Gross
Unrealized
Cost Gains/(losses) Fair Value
---- -------------- ----------
State, municipal and county government bonds $ 52,863 $ (11) $ 52,852
US Government securities - - -
Corporate bonds 16,490 13 16,503
Equities 3,964 672 4,636
--------- --------- --------
Total $ 73,317 $ 674 $ 73,991
========= ========= ========
3. Stock-based Compensation
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations in accounting for its stock options. Under APB 25, when the
exercise price of employee stock options equals or exceeds the market price of
the underlying stock on the date of grant and the grants are for a fixed number
of shares, no compensation expense is recorded.
The Company follows the disclosure-only provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation", as amended by SFAS No. 148. Accordingly, no
compensation cost has been recognized for the stock option plans and employee
stock purchase plan. Had compensation cost for the Company's stock option plans
and employee stock purchase plan been determined consistent with the fair value
method prescribed in 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 for the periods indicated (in thousands except per share amounts):
Three Months Ended Six Months Ended
--------------------- -------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- ------- ------- --------
Net income, as reported $ 4,413 $ 2,734 $8,183 $ 5,063
Deduct: total stock-based employee
compensation determined under fair value-based
method for all awards, net of related tax effects 70 211 281 762
------- ------- ------ -------
Net income, pro forma $ 4,343 $ 2,523 $7,902 $ 4,301
======= ======= ====== =======
5
Reported net income per share
Basic $ 0.22 $ 0.15 $ 0.43 $ 0.27
Diluted $ 0.21 $ 0.14 $ 0.40 $ 0.26
Pro forma net income per share
Basic $ 0.22 $ 0.14 $ 0.41 $ 0.23
Diluted $ 0.21 $ 0.13 $ 0.38 $ 0.22
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts.
4.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 because their exercise prices exceed the fair
value of common stock. Options to purchase 106,000 and 253,500 shares were
outstanding at June 30, 2004 and 2003, 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 Six Months Ended
------------------ ------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- -------- -------- --------
Weighted average common shares outstanding - used
in calculation of basic earnings per share 19,771 18,510 19,229 18,717
Weighted average common stock equivalents - options 1,373 1,220 1,443 1,080
----- ----- ----- -----
Weighted average common and common equivalent
shares outstanding - used in calculation of diluted
earnings per share 21,144 19,730 20,672 19,797
====== ====== ====== ======
5.Comprehensive Income
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 Six Months Ended
--------------------- ---------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------- -------- -------- --------
Net income $ 4,413 $ 2,734 $ 8,183 $5,063
Foreign currency translation gain (loss) (35) 137 (137) 223
Unrealized gains (losses) on
marketable securities (17) 862 60 829
------- ------- ------- ------
Total comprehensive income $ 4,361 $ 3,733 $ 8,106 $6,115
======= ======= ======= ======
6. Stock Repurchase Program
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, which expired in May
2004, the Company purchased a total of 8.2 million shares of Common Stock for
approximately $53.4 million through December 31,
6
2003. The Company did not repurchase any shares during the six months ended June
30, 2004.
7. Stockholders' Equity
In June 2004, the Company completed an underwritten public offering of 4.05
million shares of the Company's common stock. The Company received net proceeds
of approximately $74.4 million from the offering.
8. Acquisitions
On April 12, 2004, the Company acquired all of the outstanding shares of OMR
Systems Corporation and OMR Systems International Limited (together "OMR") for
$19.7 million, plus the costs of effecting the transaction. OMR provides
treasury processing software and outsourcing solutions to banks in Europe and
the United States and offers comprehensive hedge fund administration.
The net assets and results of operations of OMR have been included in the
Company's consolidated financial statements from April 12, 2004. The purchase
price was allocated to tangible and intangible assets based on their fair value
at the date of acquisition. The fair value of intangible assets, including trade
names and customer relationships, was based on an independent appraisal and was
determined using the income approach. The completed technology is amortized on a
straight-line basis over seven years, the estimated life of the product. Other
acquired intangibles are amortized over lives ranging from seven to nine years,
the estimated lives of the assets. The remainder of the purchase price was
allocated to goodwill.
On February 17, 2004, the Company acquired substantially all the assets of
NeoVision Hypersystems, Inc. ("NeoVision") for $1.6 million and the assumption
of certain liabilities. The Company paid $0.8 million during the first quarter
of 2004 and made the remaining payment in the second quarter of 2004. NeoVision
is a provider of tactical visual analytical solutions for the financial
industry. NeoVision's products complement the Company's existing product
offerings and provide traders, brokers and portfolio managers the ability to
quickly track, analyze and assess market positions and performance.
The net assets and results of operations of NeoVision have been included in the
Company's consolidated financial statements from February 15, 2004. The purchase
price was allocated to tangible and intangible assets based on their fair value
at the date of acquisition. The fair value of the completed technology was
determined using the future cash flows method. The acquired technology is
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.
On January 16, 2004, the Company acquired substantially all the assets of
Investment Advisory Network, LLC ("IAN") for $3 million and the assumption of
certain liabilities. IAN provides web-based wealth management services to
financial institutions, broker-dealers and financial advisors who offer managed
accounts to the private wealth market.
The net assets and results of operations of IAN have been included in the
Company's consolidated financial statements from January 1, 2004. The purchase
price was allocated to tangible and intangible assets based on their fair value
at the date of acquisition. The fair value of the completed technology was
determined using the future cash flows method. The acquired technology is
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
acquisitions of OMR, NeoVision and IAN (in thousands):
OMR NeoVision IAN
--------- --------- ---------
Assets acquired, net of cash received $ 8,134 $ 9 $ 232
Purchased technology and intangibles 8,200 430 1,100
Goodwill 9,249 1,254 1,931
Liabilities assumed (6,618) (91) (255)
-------- ------- -------
Consideration paid $ 18,965 $ 1,602 $ 3,008
======== ======= =======
The following unaudited pro forma condensed consolidated results of operations
are provided for illustrative purposes only and assume that the acquisitions of
OMR, NeoVision and IAN occurred on January 1, 2003. This unaudited pro forma
information
7
(in thousands, except per share data) should not be relied upon as being
indicative of the historical results that would have been obtained if these
acquisitions had actually occurred on that date, nor of the results that may be
obtained in the future.
Three Months Ended Six Months Ended
------------------------- ------------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
Revenues $ 25,130 $ 22,865 $ 50,186 $ 44,450
Net income 4,445 2,546 8,044 3,721
Basic earnings per share $ 0.22 $ 0.14 $ 0.42 $ 0.20
Diluted earnings per share $ 0.21 $ 0.13 $ 0.39 $ 0.19
9. 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 1996 through 1999, relating to the
Company's research and experimentation credits. In 2003, the Company reached a
tentative settlement with the IRS that allowed 50% of the research and
experimentation credits associated with the years 1996 through 1999, or
$351,000. The settlement still requires final approval by the IRS, although in
the opinion of management, the final settlement will not be materially different
from the amounts recorded. This amount has been included in the Company's tax
provision for the year ended December 31, 2003.
10. 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 location of the
customer. The Company's reportable regions consist of the Americas, Europe and
Asia Pacific and Japan. The European region includes European countries as well
as the Middle East and Africa Revenues by geography were (in thousands):
Three Months Ended Six Months Ended
--------------------- ---------------------
June 30, June 30, June 30, June 30,
2004 2004 2004 2003
-------- -------- -------- --------
United States $19,402 $13,289 $35,708 $26,591
Americas excluding United States 955 835 1,811 1,644
Europe 3,699 1,164 5,179 2,244
Asia Pacific and Japan 428 618 975 1,165
------- ------- ------- -------
$24,484 $15,906 $43,673 $31,644
======= ======= ======= =======
11. Subsequent events
On August 4, 2004, as part of its semi-annual cash dividend program, the
Company's Board of Directors declared a dividend of $0.07 per share payable on
or about September 13, 2004 to stockholders of record as of August 23, 2004.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Certain of our accounting policies require the application of significant
judgment by our management, and such judgments are reflected in the amounts
reported in our consolidated financial statements. In applying these policies,
our management uses its judgment to determine the appropriate assumptions to be
used in the determination of estimates. Those estimates are based on our
historical experience, terms of existing contracts, management's observation of
trends in the industry, information provided by our clients and information
available from other outside sources, as appropriate. Actual results may differ
significantly from the estimates contained in the our consolidated financial
statements. There have been no material changes to our critical accounting
estimates and assumptions or the judgments affecting the application of those
estimates and assumptions since the filing of Amendment No. 1 to our Annual
Report on Form 10K/A. Our critical accounting policies are described in our
annual filing on Form 10-K/A and include:
- - Revenue Recognition
- - Allowance for Doubtful Accounts
- - Long-Lived Assets, Intangible Assets and Goodwill
- - Acquisition Accounting
- - Income Taxes
- - Marketable Securities
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2004
AND 2003
The following table sets forth revenues (in thousands) and changes in revenues
for the periods indicated:
Three months ended Six months ended
June 30, June 30,
------------------ Percent ------------------ Percent
2004 2003 Change 2004 2003 Change
Revenues:
Software licenses $ 4,188 $ 3,723 12% $ 8,328 $ 7,105 17%
Maintenance 9,239 7,715 20% 17,221 15,333 12%
Professional services 2,727 1,262 116% 4,577 2,919 57%
Outsourcing 8,330 3,206 160% 13,547 6,287 115%
------- ------- ------- -------
Total revenues $24,484 $15,906 54% $43,673 $31,644 38%
------- ------- ------- -------
The following table sets forth the percentage of our revenues represented by
each of the following sources of revenues for the periods indicated:
Three months Six months
ended June 30, ended June 30,
---------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Software licenses 17% 23% 19% 22%
Maintenance 38% 49% 39% 49%
Professional services 11% 8% 11% 9%
Outsourcing 34% 20% 31% 20%
9
REVENUES
We derive our revenues from software licenses, related maintenance and
professional services and outsourcing services. Revenues for the three months
ended June 30, 2004 were $24.5 million, increasing 54% from $15.9 million in the
same period in 2003. Organic growth accounted for $2.0 million of the increase
and came from increased demand of $0.5 million for CAMRA products, increases of
$0.3 million each for Total Return, Advisorware, Real-Time and Municipal Finance
products and $0.9 million for SS&C Direct outsourcing services, offset by
reduced sales of $0.4 million and $0.2 million for LMS and Mabel products and
services, respectively. The remaining $6.6 million increase was due to sales of
products and services that we acquired in our recent acquisitions of the fund
services business, IAN, NeoVision and OMR. Revenues for the six months ended
June 30, 2004 were $43.7 million, increasing 38% from $31.6 million in the same
period in 2003. Organic growth accounted for $4.3 million of the increase and
was driven by increased demand of $2.9 million for CAMRA products, increases of
$0.4 million and $0.5 million for Total Return and Real-Time products,
respectively, and $1.7 million for SS&C Direct outsourcing services, offset by
reduced sales of $1.4 million for LMS products and services. The remaining $7.8
million increase was due to sales of products and services that we acquired in
our recent acquisitions of the fund services business, IAN, NeoVision and OMR.
Software Licenses. Software license revenues were $4.2 million and $3.7 million
for the three months ended June 30, 2004 and 2003, respectively. The increase of
$0.5 million was mainly due to an increase of $0.3 million in sales for each of
our CAMRA and Total Return products and a $0.2 million increase in our Municipal
Finance products, offset by decreases in sales of our LMS and PTS products
totaling $0.4 million. Software license revenues were $8.3 million and $7.1
million for the six months ended June 30, 2004 and 2003, respectively. The
increase of $1.2 million was mainly due to an increase of $1.7 million in sales
of CAMRA, an increase of $0.5 million for Total Return products and increases of
$0.2 million in each of our Municipal Finance and Real-Time products, offset by
decreases in sales of our LMS and Advisorware products totaling $1.2 million.
The increased license revenues were mainly due to two large sales of CAMRA
product licenses in the period, and an increase in the number and size of
license sales for Total Return and Municipal Finance products compared to the
prior year. Software license revenues will vary depending on the timing, size
and nature of our license transactions. For example, the average size of our
software license transactions and the number of large transactions may fluctuate
on a period-to-period basis. Additionally, software license revenues will vary
among the various products that we offer, due to differences such as the timing
of new releases and variances in economic conditions affecting opportunities in
the vertical markets served by such products.
Maintenance. Maintenance revenues were $9.2 million and $7.7 million for the
three months ended June 30, 2004 and 2003, respectively. Maintenance revenues
were $17.2 million and $15.3 million for the six months ended June 30, 2004 and
2003, respectively. Maintenance revenue growth was due to the acquisition of OMR
in April 2004, which contributed $1.3 million of maintenance revenues for the
three and six months ended June 30, 2004, and increases in CAMRA maintenance of
$0.1 million and $0.3 million for those periods, respectively. The increase in
CAMRA revenues was mainly due to favorable client maintenance renewals and
annual maintenance fee increases. We typically provide maintenance services
under one-year renewable contracts that provide for an annual increase in fees,
generally tied to the percentage change in the consumer price index. Future
maintenance revenue growth is dependent on our ability to retain existing
clients, add new license clients, and increase average maintenance fees.
Professional Services. Professional services revenues were $2.7 million and $1.3
million for the three months ended June 30, 2004 and 2003, respectively. The
increase in professional services revenues was primarily due to our acquisitions
of IAN and OMR, which accounted for $1.3 million of the increase. Additionally,
increases totaling $0.3 million for CAMRA and Real-Time implementation services
were offset by reductions of $0.1 million for LMS product services. Professional
service revenues were $4.6 million and $2.9 million for the six months ended
June 30, 2004 and 2003, respectively. The increase in professional services
revenues was due to our acquisitions of IAN and OMR, which accounted for $1.5
million of the increase. Additionally, increases of $0.9 million for CAMRA and
$0.3 million for Real-Time implementation services were offset by reductions of
$0.7 million for LMS and $0.2 million for Advisorware product services. The
increase in CAMRA services was the result of a large CAMRA project that was
completed in the first quarter of 2004. We had a large LMS implementation
project in the six months ended June 30, 2003, for which there was no comparable
project in 2004. Our overall software license revenue levels and market demand
for professional services will continue to have an effect on our professional
services revenues.
Outsourcing. Outsourcing revenues were $8.3 million and $3.2 million for the
three months ended June 30, 2004 and 2003, respectively. Increased demand and
the addition of new clients for our SS&C Direct outsourcing services contributed
$1.2 million of the increase and the remainder of $3.9 million came from our
recent acquisitions of the fund services business, IAN and OMR. Outsourcing
revenues for the six months ended June 30, 2004 and 2003 were $13.5 million and
$6.3 million,
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respectively. Increased demand and the addition of new clients for our SS&C
Direct outsourcing services contributed $2.3 million of the increase and the
remainder of $4.9 million came from our recent acquisitions of the fund services
business, IAN and OMR. Future outsourcing revenue growth is dependent on our
ability to retain existing clients, add new clients and increase average
outsourcing fees.
COST OF REVENUES
The total cost of revenues was $9.1 million and $5.1 million for the three
months ended June 30, 2004 and 2003, respectively. The total cost of revenues
increase was mainly due to the increase of $3.6 million in costs associated with
the recent acquisitions and increased personnel costs of $0.4 million to support
increased revenues. The total cost of revenues for the six months ended June 30,
2004 and 2003 was $15.2 million and $10.2 million, respectively. The gross
margin decreased to 65% for the six months ended June 30, 2004 from 68% for the
comparable period in 2003. The total cost of revenues increase was mainly due to
the increase of $4.3 million in costs associated with the recent acquisitions
and increased personnel and expenses of $0.8 million to support the increased
revenues. The decrease in gross margins was primarily attributable to the recent
acquisition of OMR, which had had been operating at gross margins lower than our
historical gross margins.
Cost of Software Licenses. Cost of software license revenues consists primarily
of amortization expense of completed technology, royalties, third-party
software, and the costs of product media, packaging and documentation. The cost
of software license revenues was $0.6 million and $0.4 million for the three
months ended June 30, 2004 and 2003, respectively. The cost of software license
revenues for the six months ended June 30, 2004 and 2003 was $1.0 million and
$0.9 million, respectively. The nominal increase in costs was due to
amortization of completed technology associated with the acquisition of OMR.
Cost of software license revenues as a percentage of such revenues decreased to
12% for the six months ended June 30, 2004 from 13% for the six months ended
June 30, 2003.
Cost of Maintenance. Cost of maintenance revenues consists primarily of
technical client support and costs associated with the distribution of products
and regulatory updates. The cost of maintenance revenues was $2.3 million and
$1.5 million for the three months ended June 30, 2004 and 2003, respectively.
The increase in cost of maintenance revenues was primarily due the recent
acquisitions, which added $0.7 million in costs. The cost of maintenance
revenues for the six months ended June 30, 2004 and 2003 was $4.0 million and
$3.0 million, respectively. The increase in cost of maintenance revenues was due
to $0.7 million in additional costs associated with acquisitions, increased
personnel costs of $0.2 million and increased costs of $0.1 million related to
the engagement of a third party with actuarial expertise to assist with the
management of our PTS business. The cost of maintenance revenues as a percentage
of these revenues increased to 23% for the six months ended June 30, 2004 from
20% for the six months ended June 30, 2003. The decrease in gross margin was
primarily attributable to the recent acquisition of OMR, which had had been
operating at gross margins lower than our historical gross margins.
Cost of Professional Services. Cost of professional services revenues consists
primarily of the cost related to personnel utilized to provide implementation,
conversion and training services to our software licensees, as well as system
integration, custom programming and actuarial consulting services. The cost of
professional services revenues was $1.8 million and $1.1 million for the three
months ended June 30, 2004 and 2003, respectively. The cost of professional
services revenues for the six months ended June 30, 2004 and 2003 was $3.1
million and $2.3 million, respectively. The increase in cost of professional
services revenues for each of these periods was attributable to recent
acquisitions, which added $0.7 million and $0.8 million in costs during the
three months and six months ended June 30, 2004, respectively. The cost of
professional services revenues as a percentage of such revenues decreased to 67%
for the six months ended June 30, 2004 from 78% for the six months ended June
30, 2003. This improvement is due in part to a significant professional services
project that was completed during the first quarter of 2004, resulting in better
utilization for the period.
Cost of Outsourcing. Cost of outsourcing revenues consists primarily of the cost
related to personnel utilized in servicing our outsourcing clients. The cost of
outsourcing revenues was $4.3 million and $2.0 million for the three months
ended June 30, 2004 and 2003, respectively. The increase in cost of outsourcing
revenues was due to $2.0 million of additional costs attributable to recent
acquisitions, and increased personnel costs of $0.3 million to support the
growth in organic revenue. The cost of outsourcing revenues for the six months
ended June 30, 2004 and 2003 was $7.1 million and $4.0 million, respectively.
The increase in cost of outsourcing revenues was due to $2.6 million of
additional costs attributable to recent acquisitions, and increased personnel
costs of $0.5 million to support the growth in organic revenue. The cost of
outsourcing revenues as a percentage of such revenues decreased to 52% for the
six months ended June 30, 2004 from 64% for the six months ended June 30, 2003.
We have improved margins in outsourcing revenues by managing costs and improving
efficiencies through the automation of processes that were previously done
manually.
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OPERATING EXPENSES
Total operating expenses were $8.2 million and $6.6 million for the three months
ended June 30, 2004 and 2003, respectively. The increase in operating expenses
was due to recent acquisitions, which added $1.6 million in costs. Total
operating expenses for the six months ended June 30, 2004 and 2003 were $15.3
million and $13.7 million, respectively, representing 35% and 43% of total
revenues in those respective periods. Included in 2004 are additional operating
costs of $2.0 million associated with our recent acquisitions and additional
personnel costs of $0.2 million, offset by a reduction of $0.5 million in bad
debt expense, which was mainly due to the collection of a significant, aged
receivable that had been fully reserved.
Selling and Marketing. Selling and marketing expenses consist primarily of the
personnel costs associated with the selling and marketing of our products,
including salaries, commissions and travel and entertainment. Such expenses also
include the cost of branch sales offices, trade shows and marketing and
promotional materials. Selling and marketing expenses were $2.7 million and $2.0
million for the three months ended June 30, 2004 and 2003, respectively. Selling
and marketing expenses for the six months ended June 30, 2004 and 2003 were $4.9
million and $4.1 million, respectively, representing 11% and 13%, respectively,
of total revenues in those periods. The increase in selling and marketing
expenses for each of these periods is primarily attributable to our recent
acquisitions, which added $0.5 million and $0.7 million in costs for the three
months and six months ended June 30, 2004, respectively.
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 were $3.6
million and $2.9 million for the three months ended June 30, 2004 and 2003,
respectively. The increase in research and development expenses was attributable
to recent acquisitions, which added $0.8 million in costs. Research and
development expenses for the six months ended June 30, 2004 and 2003 were $6.5
million and $5.9 million, respectively, representing 15% and 19% of total
revenues in those periods, respectively. The increase in research and
development expenses was attributable to recent acquisitions, which added $1.0
million in costs, offset by reduced facilities costs of $0.2 million and reduced
amortization expense of $0.1 million.
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 were $2.0 million and $1.7 million for the three months
ended June 30, 2004 and 2003, respectively. The increase in general and
administrative expenses was due to recent acquisitions, which added $0.3 million
in costs. General and administrative expenses for the six months ended June 30,
2004 and 2003 were $3.8 million and $3.7 million, respectively, representing 9%
and 12% of total revenues in those periods, respectively. The increase in
general and administrative expenses was due to recent acquisitions, which added
$0.3 million in costs, and increased personnel costs of $0.2 million, offset by
a decrease of $0.5 million in bad debt expense.
Interest and Other Income, Net. Interest and other income, net consists
primarily of interest income and other non-operational income and expenses.
Interest income, net was $198,000 and $309,000 for the three months ended June
30, 2004 and 2003, respectively. Interest and other income, net for the six
months ended June 30, 2004 and 2003 was $349,000 and $563,000, respectively. The
decrease in interest income was the result of lower market interest rates on
investments. Included in other income, net for the six months ended June 30,
2004 was a non-operational loss of $26,000 resulting from the sale of marketable
securities.
Provision for Income Taxes. We had an effective tax rate of 40% and 39% for the
six months ended June 30, 2004 and 2003. In future years, we expect to have
sufficient levels of profitability to realize the deferred tax assets at June
30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity needs have historically been to finance the costs of operations
pending the billing and collection of client receivables, to acquire
complementary businesses or assets, to invest in research and development and to
repurchase shares of our common stock. We have historically relied on cash flow
from operations for liquidity. We expect that our future liquidity needs will
consist of financing the costs of operations pending the billing and collection
of client receivables, strategic acquisitions that allow us to expand our
product offerings and client base, investments in research and development and
payment of dividends, if any, to our stockholders. Our operating cash flow is
primarily affected by the overall profitability of the sales of our products and
services, our ability to invoice and collect from clients in a timely manner,
our ability to efficiently implement our acquisition strategy and our ability to
manage costs.
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CASH FLOW
Our cash, cash equivalents and marketable securities at June 30, 2004 were
$115.9 million, which is an increase of $63.5 million from $52.4 million at
December 31, 2003. The increase was primarily due to our public stock offering
in June 2004, as well as net income for the period, offset by cash paid for
acquisitions.
Net cash provided by operating activities was $12.5 million for the six months
ended June 30, 2004. Cash provided by operating activities was primarily due to
earnings of $8.2 million adjusted for non-cash items of $4.6 million, including
a $2.2 million tax benefit related to stock option exercises, an increase of
$0.9 million in accrued expenses and an increase of $0.7 million in deferred
maintenance and other revenues. These items were partially offset by an increase
of $1.9 million in accounts receivable. Our accounts receivable days sales
outstanding at June 30, 2004 was 61 days, compared to 43 days as of December 31,
2003 and 61 days as of June 30, 2003. The increase from December 31, 2003 was
primarily due to the transition of receivables related to our acquisition of
OMR, and we expect the accounts receivable days sales outstanding to improve in
subsequent quarters.
Investing activities used net cash of $60.7 million for the six months ended
June 30, 2004. Cash used by investing activities was primarily due to the $36.8
million net purchases of marketable securities and the $23.6 million net cash
paid for the acquisitions of IAN, NeoVision and OMR.
Financing activities provided net cash of $75.1 million for the six months ended
June 30, 2004. Cash provided by financing activities was primarily due to the
$74.4 million in proceeds from our public stock offering. The exercise of stock
options provided cash of $1.8 million, offset by $1.3 million for the payment of
our semi-annual cash dividend.
As of June 30, 2004, we had $41.9 million of cash and cash equivalents and $74.0
million in marketable securities. We believe that our current cash, cash
equivalents and marketable securities balances and anticipated cash flow from
operations will be sufficient to meet our working capital and capital
expenditure requirements for at least the next 12 months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
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CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
RISKS RELATING TO OUR BUSINESS
Our revenues and operating results have fluctuated significantly, and may
continue to fluctuate significantly, from quarter to quarter
Historically, our revenues and operating results have fluctuated significantly
from quarter to quarter. Our quarterly operating results may continue to
fluctuate due to a number of factors, including:
- the timing, size and nature of our individual license and service
transactions,
- the timing of the introduction and the market acceptance of new
products, product enhancements or services by us or our competitors,
- the relative proportions of revenues derived from license fees,
maintenance, professional services and outsourcing,
- the tendency of some of our clients to wait until the end of a
fiscal quarter or our fiscal year in the hope of obtaining more
favorable terms,
- changes in client budgets and decision-making processes that could
affect both the timing and the size of any transaction,
- the amount and timing of operating costs and other expenses,
- cancellations of maintenance and/or outsourcing arrangements by our
clients,
- changes in local, national and international regulatory
requirements,
- changes in our personnel, and
- fluctuations in economic and financial market conditions.
The timing, size and nature of individual license and outsourcing transactions
are important factors in our quarterly operating results. Many of the products
we provide through licensing transactions are relatively complex, and licensing
transactions involve a significant commitment of capital, with attendant delays
frequently associated with large capital expenditures and implementation
procedures within an organization. Moreover, licensing arrangements may require
coordination within an organization's various divisions and operations. For
these and other reasons, the sales cycles for these transactions are often
lengthy and unpredictable. Our inability to close license transactions on a
timely basis or at all could adversely affect our quarterly revenues and
operating results.
General economic and market conditions and a weakening of the financial services
industry may cause clients and potential clients to reduce expenditures on our
products and services, which would result in lost revenues and reduced income
Our 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, we believe that 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, could
disproportionately affect demand for our products and services. In addition, if
financial services firms continue to consolidate, as they have over the past
decade, there could be a material adverse effect on our business and financial
results. For example, if a client merges with a firm using its own solution or
another vendor's solution, it could decide to consolidate its processing on a
non-SS&C system, which could have an adverse effect on our financial results.
Any resulting decline in demand for our products and services could have a
material adverse effect on our business, financial condition and results of
operations.
If we are unable to retain and attract clients, our revenues and net income
would remain stagnant or decliune
If we are unable to keep existing clients satisfied, sell additional products
and services to existing clients or attract new clients, then our revenues and
net income would remain stagnant or decline. A variety of factors could affect
our ability to successfully retain and attract clients, including:
- the level of demand for our products and services,
- the level of client spending for information technology,
- the level of competition from internal client solutions and from
other vendors,
- the quality of our client service,
- our ability to update our products and services and develop new
products and services needed by clients,
- our ability to understand the organization and processes of our
clients, and
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- our ability to integrate and manage acquired businesses.
We may not achieve the anticipated benefits from our acquisitions and may face
difficulties in integrating our acquisitions, which could adversely affect our
revenues, subject us to unknown liabilities, increase costs and place a
significant strain on management
We have made and may in the future make acquisitions of companies, products or
technologies that we believe could complement or expand our business, augment
our market coverage, enhance our technical capabilities or otherwise offer
growth opportunities. Failure to achieve the anticipated benefits of an
acquisition could harm our business, results of operations and cash flows.
Acquisitions could subject us to contingent or unknown liabilities, and we may
have to incur debt or severance liabilities, write-off investments,
infrastructure costs, impaired goodwill or other assets, or issue equity
securities to pay for any future acquisitions. The issuance of equity securities
could dilute our existing stockholders' ownership.
Our success is also dependent on our ability to complete the integration of the
operations of recently acquired businesses, including Amicorp Group's fund
services business, Investment Advisory Network, NeoVision Hypersystems and OMR
Systems, and any businesses we acquire in the future 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.
We may not realize the benefits we anticipate from these acquisitions, such as
lower costs or increased revenues. We may also realize such benefits more slowly
than anticipated, due to our inability to:
- combine operations, facilities and differing firm cultures,
- retain the clients or employees of acquired entities,
- generate market demand for new products and services,
- coordinate geographically dispersed operations and successfully
adapt to the complexities of international operations,
- integrate the technical teams of these companies with our
engineering organization,
- incorporate acquired technologies and products into our current and
future product lines, and
- integrate the products and services of these companies with our
business, where we do not have distribution, marketing or support
experience for these products and services.
Integration may not be smooth or successful. The inability of management to
successfully integrate the operations of acquired companies could have a
material adverse effect on our business, financial condition and results of
operations. The acquisitions may also place a significant strain on our
management, administrative, operational and other resources. To manage growth
effectively, we must continue to improve our management and operational
controls, enhance our reporting systems and procedures, integrate new personnel
and manage expanded operations. If we are unable to manage our growth and the
related expansion in our operations from recent and future acquisitions, our
business may be harmed through a decreased ability to monitor and control
effectively our operations, and a decrease in the quality of work and innovation
of our employees.
We may be unable to identify suitable businesses to acquire, which would hinder
our ability to grow our revenues and client base and adversely affect our
business and financial results
We may not identify suitable businesses to acquire or negotiate acceptable terms
for acquisitions. Historically, a significant portion of our growth has occurred
as a result of our ability to acquire similar or complementary businesses on
favorable terms. We have relied heavily on acquisitions for adding new products,
increasing revenues and adding to our client base, and we expect to continue to
do so in the future. This growth strategy is subject to a number of risks that
could adversely affect our business and financial results, including:
- we may not be able to find suitable businesses to acquire at
affordable valuations or on other acceptable terms,
- we may face competition for acquisitions from other potential
acquirers or from the possibility of the acquisition target pursuing
an initial public offering of its stock, and
- we may find it more difficult or costly to complete acquisitions due
to changes in accounting, tax, securities or other regulations.
If we are unable to protect our proprietary technology, our success and our
ability to compete will be subject to various risks, such as third-party
infringement claims, unauthorized use of our technology, disclosure of our
proprietary information or inability to license technology from third parties
15
Our success and ability to compete depends in part upon our ability to protect
our proprietary technology. We rely on a combination of trade secret, copyright
and trademark law, nondisclosure agreements and technical measures to protect
our proprietary technology. We have registered trademarks for many of our
products and will continue to evaluate the registration of additional trademarks
as appropriate. We generally enter into confidentiality agreements with our
employees and clients. We seek to protect our software, documentation and other
written materials under trade secret and copyright laws, which afford only
limited protection. These efforts may be insufficient to prevent third parties
from asserting intellectual property rights in our technology. Furthermore, it
may be possible for unauthorized third parties to copy portions of our products
or to reverse engineer or otherwise obtain and use our proprietary information,
and third parties may assert ownership rights in our proprietary technology.
We do not have any patents, and existing copyright laws afford only limited
protection. Others may develop substantially equivalent or superseding
proprietary technology, or competitors may offer equivalent products in
competition with our products, thereby substantially reducing the value of our
proprietary rights. We cannot be sure that our proprietary technology does not
include open-source software, free-ware, share-ware or other publicly available
technology. There are many patents in the investment management field. As a
result, we are subject to the risk that others will claim that the important
technology we have developed, acquired or incorporated into our products will
infringe the rights, including the patent rights, such persons may hold. Third
parties also could claim that our software incorporates publicly available
software and that, as a result, we must publicly disclose our source code.
Because we rely on confidentiality for protection, such an event could result in
a material loss of intellectual property rights. We cannot be sure that we will
develop proprietary products or technologies that are patentable, that any
patent, if issued, would provide us with any competitive advantages or would not
be challenged by third parties, or that the patents of others will not adversely
affect our ability to do business. Expensive and time-consuming litigation may
be necessary to protect our proprietary rights.
We have acquired and may acquire important technology rights through our
acquisitions and have often incorporated and may incorporate features of this
technology across many products and services. As a result, we are subject to the
above risks and the additional risk that the seller of the technology rights may
not have appropriately protected the intellectual property rights we acquired.
Indemnification and other rights under applicable acquisition documents are
limited in term and scope and therefore provide us with only limited protection.
In addition, we currently rely on third-party licenses in providing our products
and services. If we lost such licenses or such licenses were found to infringe
upon the rights of others, we would need to seek alternative means of obtaining
the licensed technology to continue to provide our products or services. Our
inability to replace such technology, or to replace such technology in a timely
manner, could have a negative impact on our operations and financial results.
We could become subject to litigation regarding intellectual property rights,
which could seriously harm our business and require us to incur significant
costs, which, in turn, could reduce or eliminate profits
In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. While we are not
currently a party to any litigation asserting that we have violated third-party
intellectual property rights, we may be a party to litigation in the future to
enforce our intellectual property rights or as a result of an allegation that we
infringe others' intellectual property, including patents, trademarks and
copyrights. Any parties asserting that our products or services infringe upon
their proprietary rights would force us to defend ourselves and possibly our
clients against the alleged infringement. Third parties could claim that our
software incorporates publicly available software and that, as a result, we must
publicly disclose our source code. These claims and any resulting lawsuit, if
successful, could subject us to significant liability for damages and
invalidation of our proprietary rights. These lawsuits, regardless of their
success, could be time-consuming and expensive to resolve, adversely affect our
sales, profitability and prospects and divert management time and attention away
from our operations. We may be required to re-engineer our products or services
or obtain a license of third-party technologies on unfavorable terms.
We expect our gross and operating margins may fluctuate over time, which could
cause our financial results to differ from investor expectations or negatively
affect our profitability
We expect that our gross and operating margins may fluctuate from period to
period as we continue to introduce new products, experience fluctuations in the
relative proportions of revenues derived from our products and services,
continue to hire and acquire additional personnel and increase other expenses to
support our business. Historically, we derived our revenues principally from the
licensing of our products. However, we are increasingly deriving our revenues
from outsourcing and related services, which have lower profit margins. For the
years ended December 31, 2001, 2002 and 2003, our outsourcing
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revenues represented 11%, 20% and 20%, respectively, of our total revenues. The
gross margins for outsourcing services were 7%, 32% and 39% in 2001, 2002 and
2003, respectively. We expect that the portion of our revenues derived from
outsourcing and related services will continue to increase, which, because of
the lower margins associated with such revenues, could adversely affect our
profitability.
Our failure to continue to derive substantial revenues from CAMRA, AdvisorWare,
SKYLINE and LMS software, and the provision of maintenance and professional
services in support of such software, could adversely affect our business,
financial condition and results of operations
To date, substantially all of our revenues have been attributable to the
licensing of, or outsourcing solutions relating to, our CAMRA, AdvisorWare,
SKYLINE and LMS software and the provision of maintenance and professional
services in support of such licensed software. During the year ended December
31, 2003, we derived an aggregate of $40.8 million in revenues from CAMRA,
AdvisorWare, SKYLINE and LMS consisting of revenues from licenses, related
maintenance and professional services, and outsourcing services. We expect that
the revenues from these software products and related services will continue to
account for a significant portion of our 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 our ability to sustain or grow our revenues
and harm our business, financial condition and results of operations.
We face significant competition with respect to our products and services, which
may result in price reductions, reduced gross margins or loss of market share
The market for financial services software and services is competitive, rapidly
evolving and highly sensitive to new product and service introductions and
marketing efforts by industry participants. The market is also highly fragmented
and served by numerous firms that target only local markets or specific client
types. We also face competition from information systems developed and serviced
internally by the IT departments of financial services firms.
Some of our current and potential competitors have significantly greater
financial, technical and marketing resources, generate higher revenues and have
greater name recognition. Our current or potential competitors may develop
products comparable or superior to those developed by us, or adapt more quickly
than us to new technologies, evolving industry trends or changing client or
regulatory 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 could materially adversely affect our business, financial condition
and results of operations.
Our inability to introduce new products and services could adversely affect our
business and results of operations
Rapidly changing technology, evolving industry standards and new product and
service introductions characterize the market for our products and services. Our
future success will depend in part upon our ability to enhance our existing
products and services and to develop and introduce new products and services to
meet changing client needs and evolving regulatory requirements. The process of
developing software products such as those offered by us is extremely complex
and is expected to become increasingly complex and expensive in the future due
to the introduction of new platforms and technologies. Our ability to keep up
with technology and business changes is subject to a number of risks, including:
- we may find it difficult or costly to update our services and
software and to develop new products and services quickly enough to
meet our clients' needs,
- we may find it difficult or costly to make some features of our
software work effectively and securely over the Internet,
- we may find it difficult or costly to update our software and
services to keep pace with business, regulatory and other
developments in the industries where our clients operate, and
- we may be exposed to liability for security breaches that allow
unauthorized persons to gain access to confidential information
stored on our computers or transmitted over our network.
Our failure to develop new products and services in a timely fashion or to
address promptly the needs of the financial markets could adversely affect our
business, financial condition and results of operations.
Undetected software design defects, errors or failures may result in loss of or
delay in market acceptance of our products that could adversely affect our
revenues, financial condition and results of operations
17
Our software products are highly complex and sophisticated and could contain
design defects or software errors that are difficult to detect and correct.
Errors or bugs may result in loss of or delay in market acceptance of our
software products or loss of client data or require design modifications. We
cannot assure you that, despite testing by us and our 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 our revenues, financial condition and results of operations.
If we cannot attract, train and retain qualified managerial, technical and sales
personnel, we may not be able to provide adequate technical expertise and
customer service to our clients or maintain focus on our business strategy
We believe that our success is due in part to our experienced management team.
We depend in large part upon the continued contribution of our senior management
and, in particular, William C. Stone, our president, chief executive officer and
chairman of the board. Losing the services of one or more members of our senior
management could adversely affect our business and results of operations. Mr.
Stone has been instrumental in developing our business strategy and forging our
business relationships since he founded the company in 1986. We maintain no key
man life insurance policies for Mr. Stone or any other senior officers or
managers.
Our success is also dependent upon our ability to attract, train and retain
highly skilled technical and sales personnel. Competition for the hiring of such
personnel in the software industry can be intense. Locating candidates with the
appropriate qualifications, particularly in the desired geographic location and
with the necessary subject matter expertise, is difficult. Our failure to
attract and retain a sufficient number of highly skilled employees could
adversely affect our business, financial condition and results of operations.
Challenges in maintaining and expanding our international operations can result
in increased costs, delayed sales efforts and uncertainty with respect to our
intellectual property rights and results of operations
For the years ended December 31, 2001, 2002 and 2003, international revenues
accounted for 19%, 16% and 17%, respectively, of our total revenues. We sell
certain of our products, such as Altair and Mabel, primarily overseas. Our
international business may be subject to a variety of risks, including:
- difficulties in obtaining U.S. export licenses,
- potentially longer payment cycles,
- increased costs associated with maintaining international marketing
efforts,
- foreign currency fluctuations,
- the introduction of non-tariff barriers and higher duty rates, and
- difficulties in enforcement of third-party contractual obligations
and intellectual property rights.
Such factors could have a material adverse effect on our business, financial
condition or results of operations.
Catastrophic events may disrupt our business and hurt our results of operations
A war, terrorist attack, natural disaster or other catastrophe may adversely
affect our business. A catastrophic event could have a direct negative impact on
us or an indirect impact on us by, for example, affecting our clients, the
financial markets or the overall economy and reducing our ability to provide,
our clients' ability to use, and the demand for, our products and services. The
potential for a direct impact is due primarily to our significant investment in
infrastructure. Although we maintain redundant facilities and have contingency
plans in place to protect against both man-made and natural threats, it is
impossible to fully anticipate and protect against all potential catastrophes. A
computer virus, security breach, criminal act, military action, power or
communication failure, flood, severe storm or the like could lead to service
interruptions and data losses for clients, disruptions to our operations, or
damage to important facilities. In addition, such an event may cause clients to
cancel their agreements with us for our products or services. Any of these could
have a material adverse effect on our business, revenues and financial
condition.
Recently enacted and proposed regulatory changes may cause us to incur increased
costs and divert the attention of management from operation of our business, and
failure or circumvention of our controls and procedures could delay our ability
to identify error or fraud and cause loss of investor and client confidence and
serious harm to our business, financial condition, results of operations and
cash flows
18
Recently enacted and proposed changes in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules proposed by the Securities and Exchange Commission and NASDAQ, could cause
us to incur increased costs as we evaluate the implications of new rules and
respond to new requirements. The Sarbanes-Oxley Act requires, among other
things, that we maintain effective disclosure controls and procedures and
internal control for financial reporting. We currently do not have an internal
audit group and we will require significant resources and management oversight
to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting. As a result,
management's attention may be diverted from other business concerns, which could
have a material adverse effect on our business, financial condition, results of
operations and cash flows. In addition, we may need to hire additional
accounting and financial staff with appropriate public company experience and
technical accounting knowledge, and we cannot assure you that we will be able to
do so in a timely fashion.
As we evaluate our internal controls and procedures in order to determine
whether they are effective, we may determine that significant changes to such
controls and procedures are necessary. In addition, our controls and procedures
may not be able to prevent other than inconsequential error or fraud in the
future. Any system of controls, however well designed and operated, is based in
part on certain assumptions and can provide only reasonable, and not absolute,
assurances that the objectives of the system are met. Faulty judgments, simple
errors or mistakes, or the failure of our personnel to adhere to established
controls and procedures may make it impossible for us to ensure that the
objectives of the control system are met. A failure of our controls and
procedures could delay our ability to identify error or fraud and cause loss of
investor and client confidence and serious harm to our business, financial
condition, results of operations and cash flows.
RISKS RELATING TO OUR COMMON STOCK
Our stock price is volatile and may continue to be volatile in the future, which
could result in substantial losses for our investors
The trading price of our common stock has been, and is expected to continue to
be, highly volatile. The following factors may significantly and adversely
affect the trading price of our common stock:
- actual or anticipated fluctuations in our operating results,
- announcements of technological innovations,
- new products or new contracts by us or our competitors,
- developments with respect to copyrights or propriety rights,
- conditions and trends in the financial services and software
industries,
- changes in financial estimates by securities analysts, and
- general market conditions and other factors.
Provisions of our charter and bylaws may delay or prevent transactions that are
in your best interests
Our charter and bylaws contain provisions, including a staggered board of
directors, that may make it more difficult for a third party to acquire us, or
may discourage bids to do so. These provisions could limit the price that
investors might be willing to pay for shares of our common stock and could make
it more difficult for a third party to acquire, or could discourage a third
party from acquiring, a majority of our outstanding common stock. Our board of
directors also has the authority to issue up to 1,000,000 shares of preferred
stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock could make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, a majority of our outstanding common
stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no derivative financial instruments. We generally place our marketable
security investments in high credit quality instruments, primarily U.S.
Government and Federal Agency obligations, tax-exempt municipal obligations and
corporate obligations. We do not expect any material loss from our marketable
security investments and therefore believe that our potential interest rate
exposure is not material.
The following table provides information about our financial instruments that
are sensitive to changes in interest rates (dollars in thousands):
19
Fair Value of Investments as of
June 30, 2004 maturing in:
-------------------------------
Investments 2004 2005 2006
----------- ---- ---- ----
Fixed Rate Investments $ 0 $6,945 $1,567
Average Interest 2.04% 2.15%
We invoice clients primarily in U.S. dollars and in local currency in those
countries in which we have branch and subsidiary operations. We are exposed to
foreign exchange rate fluctuations from the time clients are invoiced in local
currency until collection occurs. Through June 30, 2004, foreign currency
fluctuations have not had a material effect on our financial position or results
of operations, and therefore we believe that our 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 us to assess and minimize risk discussed
above should not be considered projections of future events or losses.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of June 30, 2004. Based on this evaluation, our chief
executive officer and chief financial officer concluded that, as of June 30,
2004, our disclosure controls and procedures were (1) designed to ensure that
material information relating to us, including our consolidated subsidiaries, is
made known to our 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 us in the reports that we file or
submit 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 our 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 June 30, 2004 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
20
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
On May 22, 2003, we announced a stock repurchase program providing for
expenditures of up to $30 million over the period extending from May 25, 2003
through May 25, 2004. The following table summarizes repurchases of our common
stock in the three months ended June 30, 2004 under this program, which expired
in May 2004 (in thousands):
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of
Shares Purchased as Approximate Dollar Value
Part of Publicly of Shares that May Yet
Total Number of Average Price Paid Announced Plans or Be Purchased Under the
Period Shares Purchased per Share Programs Plans or Programs
- ------------------------------ ---------------- ------------------ ------------------- -------------------------
April 1, 2004 - April 30, 2004 - - - $21,611
May 1, 2004 - May 31, 2004 - - - 0
June 1, 2004 - June 30, 2004 - - - 0
------- ------- ------- -------
Total - - -
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our 2004 Annual Meeting of Stockholders held on May 20, 2004, the following
matters were acted upon by our stockholders:
1. The election of David W. Clark, Jr. and Joseph H. Fisher as Class II
directors for the ensuing three years;
2. The approval of the amendment to our 1996 Director Stock Option Plan, as
amended, to increase the number of shares of common stock authorized for
issuance thereunder from 450,000 to 675,000 shares;
3. Ratification of the appointment of PricewaterhouseCoopers LLP as our
independent public accountants for the current fiscal year.
The number of shares of common stock outstanding and entitled to vote at the
annual meeting was 18,771,037. Our other directors, whose terms of office as
directors continued after the annual meeting, are Albert L. Lord, Patrick J.
McDonnell, Jonathan M. Schofield, William C. Stone and James L. Sullivan. The
results of the voting on each of the matters presented to stockholders at the
annual meeting are set forth below:
VOTES VOTES VOTES BROKER
MATTER FOR WITHHELD AGAINST ABSTENTIONS NON-VOTES
------ ----- -------- -------- ----------- ----------
Election of Directors:
David W. Clark, Jr. (Class II) 16,413,032 611,020 0 0 none
Joseph H. Fisher (Class II) 16,413,032 611,020 0 0 none
Approval of Amendment to 1996 Director
Stock Option Plan 8,836,432 N/A 6,209,639 35,489 2,519,992
Ratification of PricewaterhouseCoopers
LLP 17,421,725 N/A 174,196 5,631 none
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. The exhibits listed in the Exhibit Index immediately preceding such
exhibits are filed as part of this Report.
b. On April 14, 2004, we filed with the SEC a Current Report on Form
8-K, dated April 12, 2004, to report under Item 2 (Acquisition or
Disposition of Assets) our acquisition of OMR Systems Corporation
and OMR Systems International, Ltd. (collectively "OMR") for cash
consideration of $19.7 million.
21
On April 19, 2004, we furnished to the SEC a Current Report on Form 8-K, dated
April 19, 2004, to report under Item 12 (Results of Operations and Financial
Condition) our press release announcing results of operations for the quarter
ended March 31, 2004.
On May 19, 2004, we filed amendment No. 1 to Current Report on Form 8-K/A, dated
April 12, 2004, to report under Item 7 (Financial Statements and Exhibits) the
financial statements and financial information required to be filed in
connection with the acquisition of OMR.
22
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: August 6, 2004 By:/s/ Patrick J. Pedonti
Patrick J. Pedonti
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
23
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.1 1996 Director Stock Option Plan, as amended, including form of stock option agreement
10.2 1998 Stock Incentive Plan, as amended, including form of stock option agreement
10.3 1999 Non-Officer Employee Stock Incentive Plan, as amended, including form of stock option agreement
31.1 Certification of the Registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certification of the Registrant's Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
24