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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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OR |
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o
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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)
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Delaware
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06-1169696 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
80 Lamberton Road
Windsor, CT 06095
(Address of
principal executive offices, including zip code)
(Registrants telephone number, including area code)
860-298-4500
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 þ No o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
Number of shares outstanding of the issuers classes of
common stock as of May 4, 2005
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Class |
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Number of Shares Outstanding |
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Common stock, par value $0.01 per share
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22,999,321 |
SS&C TECHNOLOGIES, INC.
INDEX
This Quarterly Report on Form 10-Q may contain
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the
words believes, anticipates,
plans, expects, should, and
similar expressions are intended to identify forward-looking
statements. The important factors discussed below under the
caption Certain Factors That May Affect Future Operating
Results, among others, could cause actual results to
differ materially from those indicated by forward-looking
statements made herein and presented elsewhere by management
from time to time. The Company does not undertake an obligation
to update its forward-looking statements to reflect future
events or circumstances.
1
Part I. FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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(In thousands) | |
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(Unaudited) | |
ASSETS |
Current assets
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Cash and cash equivalents
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$ |
22,965 |
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$ |
28,913 |
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Investments in marketable securities
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85,284 |
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101,922 |
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Accounts receivable, net of allowance for doubtful accounts of
$869 and $766, respectively
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15,764 |
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13,545 |
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Prepaid expenses and other current assets
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1,966 |
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1,607 |
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Total current assets
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125,979 |
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145,987 |
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Property and equipment
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Leasehold improvements
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4,113 |
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4,100 |
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Equipment, furniture, and fixtures
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18,369 |
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18,016 |
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22,482 |
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22,116 |
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Less accumulated depreciation
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(17,345 |
) |
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(16,763 |
) |
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Net property and equipment
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5,137 |
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5,353 |
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Deferred income taxes
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5,866 |
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5,894 |
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Goodwill
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33,671 |
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16,227 |
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Intangible and other assets, net of accumulated amortization of
$6,325 and $5,570, respectively
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22,197 |
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12,202 |
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Total assets
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$ |
192,850 |
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$ |
185,663 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities
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Accounts payable
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$ |
1,411 |
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$ |
1,073 |
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Income taxes payable
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3,169 |
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609 |
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Accrued employee compensation and benefits
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2,632 |
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6,248 |
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Other accrued expenses
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2,987 |
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3,549 |
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Deferred income taxes
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289 |
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188 |
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Dividend payable
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1,850 |
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Deferred maintenance and other revenue
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25,329 |
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16,052 |
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Total current liabilities
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35,817 |
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29,569 |
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Commitments and contingencies (Note 10)
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Stockholders equity
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Common stock
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314 |
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313 |
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Additional paid-in capital
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186,039 |
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185,032 |
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Accumulated other comprehensive income
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672 |
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1,140 |
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Retained earnings
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29,012 |
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23,029 |
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216,037 |
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209,514 |
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Less: cost of common stock in treasury; 8,450 and
8,191 shares
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59,004 |
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53,420 |
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Total stockholders equity
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157,033 |
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156,094 |
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Total liabilities and stockholders equity
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$ |
192,850 |
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$ |
185,663 |
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See accompanying notes to Consolidated Financial Statements.
2
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended | |
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March 31, | |
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March 31, | |
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2005 | |
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2004 | |
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(In thousands, except | |
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per share data) | |
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(Unaudited) | |
Revenues:
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Software licenses
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$ |
4,495 |
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$ |
4,140 |
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Maintenance
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9,843 |
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7,982 |
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Professional services
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2,621 |
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1,850 |
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Outsourcing
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10,457 |
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5,217 |
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Total revenues
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27,416 |
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19,189 |
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Cost of revenues:
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Software licenses
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595 |
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445 |
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Maintenance
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2,148 |
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1,648 |
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Professional services
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1,654 |
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1,279 |
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Outsourcing
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5,411 |
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2,742 |
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Total cost of revenues
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9,808 |
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|
6,114 |
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Gross profit
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17,608 |
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13,075 |
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Operating expenses:
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Selling and marketing
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2,443 |
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2,220 |
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Research and development
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3,483 |
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2,956 |
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General and administrative
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2,519 |
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1,869 |
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Total operating expenses
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8,445 |
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|
7,045 |
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Operating income
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|
9,163 |
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|
6,030 |
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Interest income
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|
572 |
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|
183 |
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Other income (expense), net
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50 |
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(32 |
) |
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Income before income taxes
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|
9,785 |
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|
6,181 |
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Provision for income taxes
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|
3,816 |
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|
2,411 |
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Net income
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$ |
5,969 |
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$ |
3,770 |
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Basic earnings per share
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$ |
0.26 |
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$ |
0.20 |
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Weighted average number of common shares outstanding
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|
23,018 |
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|
18,687 |
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Diluted earnings per share
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$ |
0.25 |
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$ |
0.19 |
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Weighted average number of common shares outstanding, assuming
dilution
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24,169 |
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|
20,201 |
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Dividends declared per common share
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|
$ |
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$ |
0.07 |
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See accompanying notes to Consolidated Financial Statements.
3
SS&C TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended | |
|
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| |
|
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March 31, | |
|
March 31, | |
|
|
2005 | |
|
2004 | |
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| |
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| |
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(In thousands) | |
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(Unaudited) | |
Cash flow from operating activities:
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Net income
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$ |
5,969 |
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$ |
3,770 |
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|
|
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|
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|
Adjustments to reconcile net income to net cash provided by
operating activities:
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|
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|
|
|
|
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Depreciation and amortization
|
|
|
1,373 |
|
|
|
908 |
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|
Net realized losses on investments in marketable securities
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|
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|
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|
26 |
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|
Deferred income taxes
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|
|
129 |
|
|
|
128 |
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|
Income tax benefit related to exercise of stock options
|
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|
487 |
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|
1,116 |
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Provision for doubtful accounts
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|
(143 |
) |
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|
137 |
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Changes in operating assets and liabilities, excluding effects
from acquisitions:
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|
|
|
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|
|
|
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Accounts receivable
|
|
|
(1,181 |
) |
|
|
(289 |
) |
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Prepaid expenses and other assets
|
|
|
(322 |
) |
|
|
130 |
|
|
|
Accounts payable
|
|
|
340 |
|
|
|
(273 |
) |
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Accrued expenses
|
|
|
(4,193 |
) |
|
|
(2,006 |
) |
|
|
Income taxes payable
|
|
|
2,564 |
|
|
|
1,065 |
|
|
|
Deferred maintenance and other revenues
|
|
|
7,793 |
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|
|
4,087 |
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|
|
|
|
|
|
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Total adjustments
|
|
|
6,847 |
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|
|
5,029 |
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|
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Net cash provided by operating activities
|
|
|
12,816 |
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|
|
8,799 |
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|
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Cash flow from investing activities:
|
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|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(308 |
) |
|
|
(177 |
) |
|
Cash paid for business acquisitions, net of cash acquired
|
|
|
(25,793 |
) |
|
|
(3,855 |
) |
|
Cash paid for long-term investment
|
|
|
(2,000 |
) |
|
|
|
|
|
Purchases of marketable securities
|
|
|
(78,175 |
) |
|
|
(11,300 |
) |
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Sales of marketable securities
|
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|
94,572 |
|
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|
22,834 |
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|
|
|
|
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Net cash provided by (used in) investing activities
|
|
|
(11,704 |
) |
|
|
7,502 |
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|
|
|
|
|
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Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
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Exercise of options
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|
520 |
|
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|
817 |
|
|
Purchase of common stock for treasury
|
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|
(5,584 |
) |
|
|
|
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|
Common stock dividends
|
|
|
(1,836 |
) |
|
|
(1,333 |
) |
|
|
|
|
|
|
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Net cash used in financing activities
|
|
|
(6,900 |
) |
|
|
(516 |
) |
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|
|
|
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Effect of exchange rate changes on cash
|
|
|
(160 |
) |
|
|
(72 |
) |
|
|
|
|
|
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Net increase (decrease) in cash and cash equivalents
|
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|
(5,948 |
) |
|
|
15,713 |
|
Cash and cash equivalents, beginning of period
|
|
|
28,913 |
|
|
|
15,261 |
|
|
|
|
|
|
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Cash and cash equivalents, end of period
|
|
$ |
22,965 |
|
|
$ |
30,974 |
|
|
|
|
|
|
|
|
See accompanying notes to Consolidated Financial Statements.
4
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
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 March 31, 2005 and the results of its operations for
the three months ended March 31, 2005 and 2004. 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, 2004 which were included in the Companys
Annual Report on Form 10-K, filed with the Securities and
Exchange Commission. The December 31, 2004 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 ended
March 31, 2005 are not necessarily indicative of the
expected results for the full year.
At March 31, 2005, the cost basis, fair market value, and
unrealized gains and losses by major security type, were as
follows (in thousands):
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|
|
|
|
|
|
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|
|
|
|
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Gross | |
|
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|
|
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|
Unrealized | |
|
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|
|
Cost | |
|
Gains/(Losses) | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
State, municipal and county government bonds
|
|
$ |
70,863 |
|
|
$ |
(61 |
) |
|
$ |
70,802 |
|
US Government securities
|
|
|
6,569 |
|
|
|
(68 |
) |
|
|
6,501 |
|
Corporate bonds
|
|
|
3,030 |
|
|
|
(3 |
) |
|
|
3,027 |
|
Equities
|
|
|
3,962 |
|
|
|
992 |
|
|
|
4,954 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
84,424 |
|
|
$ |
860 |
|
|
$ |
85,284 |
|
|
|
|
|
|
|
|
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|
|
|
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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 employee stock options.
Under APB 25, because the exercise price of employee stock
options equals 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 Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting
for Stock-Based Compensation, amended by
SFAS No. 148. Had compensation cost for the
Companys stock option plans and employee stock purchase
plan been determined consistent with SFAS No. 123, the
Companys net income and earnings
5
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
per share would have been adjusted to the pro forma amounts
indicated in the table below for the periods ending (in
thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
March 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income, as reported
|
|
$ |
5,969 |
|
|
$ |
3,770 |
|
Deduct: total stock-based employee compensation determined under
fair value based method for all awards, net of related tax
effects
|
|
|
269 |
|
|
|
211 |
|
|
|
|
|
|
|
|
Net income, pro forma
|
|
$ |
5,700 |
|
|
$ |
3,559 |
|
|
|
|
|
|
|
|
Reported net income per share
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.26 |
|
|
$ |
0.20 |
|
|
Diluted
|
|
|
0.25 |
|
|
|
0.19 |
|
Pro forma net income per share
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.25 |
|
|
$ |
0.19 |
|
|
Diluted
|
|
|
0.24 |
|
|
|
0.18 |
|
The effects of applying SFAS No. 123 in this pro forma
disclosure are not indicative of future amounts.
In December 2004, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 123 (revised 2004),
Share-Based Payment. SFAS No. 123(R)
requires that the compensation cost relating to equity awards be
recognized in financial statements based on the fair value of
the instruments issued. As amended by the SEC on April 14,
2005, this standard is effective for annual periods beginning
after June 15, 2005 and includes two transition methods.
The Company will be required to apply SFAS No. 123(R)
as of January 1, 2006.
The Company is currently evaluating the two methods of adoption
allowed by SFAS 123R: the modified-prospective transition
method and the modified-retrospective transition method.
Adoption of SFAS 123R will materially increase stock
compensation expense and decrease net income. In addition,
SFAS 123R requires that the excess tax benefits related to
stock compensation be reported as a cash inflow from financing
activities rather than as a reduction of taxes paid in cash from
operations.
|
|
4. |
Basic and Diluted Earnings Per Share |
Earnings per share is calculated in accordance with SFAS
No. 128, Earnings Per Share. Basic earnings per
share includes no dilution and is computed by dividing income
available to the Companys 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 average fair value of common
stock during the period. Options to purchase 66,170 and
55,500 shares were outstanding at March 31, 2005 and
2004, respectively, but were excluded from the computation of
diluted earnings per share because the effect of
6
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
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):
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
March 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Weighted average common shares outstanding used in
calculation of basic earnings per share
|
|
|
23,018 |
|
|
|
18,687 |
|
Dilutive effect of employee stock options
|
|
|
1,151 |
|
|
|
1,514 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding used in
calculation of diluted earnings per share
|
|
|
24,169 |
|
|
|
20,201 |
|
|
|
|
|
|
|
|
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 | |
|
|
| |
|
|
March 31, | |
|
March 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income
|
|
$ |
5,969 |
|
|
$ |
3,770 |
|
Foreign currency translation (loss)
|
|
|
(227 |
) |
|
|
(102 |
) |
Unrealized gains (losses) on marketable securities
|
|
|
(241 |
) |
|
|
77 |
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
5,501 |
|
|
$ |
3,745 |
|
|
|
|
|
|
|
|
|
|
6. |
Stock Repurchase Program |
On October 18, 2004, the Companys Board of Directors
authorized the continued repurchase of shares of the
Companys common stock up to an additional expenditure of
$50 million through October 17, 2005. During the three
months ended March 31, 2005, the Company repurchased
259,050 shares for approximately $5.6 million. As of
March 31, 2005, the Company had repurchased a total of
8.5 million shares of common stock for approximately
$59.0 million. The Company uses the cost method to account
for treasury stock purchases. Under the cost method, the price
paid for the stock is charged to the treasury stock account.
As part of its semi-annual cash dividend program, the Company
paid a dividend of $0.08 per share on March 3, 2005 to
stockholders of record as of February 10, 2005.
On February 28, 2005, the Company purchased all of the
membership interests in EisnerFast LLC (EisnerFast),
for $25.3 million in cash. Eisnerfast provides fund
accounting and administration services to on-and off-shore hedge
and private equity funds, funds of funds, and investment
advisors.
7
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
The net assets and results of operations of Eisnerfast have been
included in the Companys consolidated financial statements
from March 1, 2005. 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 intangible assets,
comprised of client contracts and client relationships, was
determined using the future cash flows method. The intangible
assets are amortized each year based on the ratio that current
cash flows for the intangible asset bear to the total of current
and expected future cash flows for the intangible asset. The
intangible assets are amortized over nine years, the estimated
life of the assets. The remainder of the purchase price was
allocated to goodwill.
On February 25, 2005, the Company entered into a definitive
agreement to make an offer to acquire all of the outstanding
common shares and Class C shares of Financial Models
Company Inc. (FMC) of Mississauga, Ontario, Canada for
C$17.70 per share in cash, or an aggregate amount of
approximately US$159 million. The transaction was completed
in April 2005.
On February 11, 2005, the Company acquired substantially
all the assets of Achievement Technologies, Inc.
(Achievement) for $470,000, plus the costs of
effecting the acquisition, and the assumption of certain
liabilities. Achievement provides a software solution for
facilities maintenance and management to real estate property
managers.
The net assets and results of operations of Achievement have
been included in the Companys consolidated financial
statements from February 1, 2005. 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 Eisnerfast and Achievement (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Eisnerfast | |
|
Achievement | |
|
|
| |
|
| |
Assets acquired, net of cash received
|
|
$ |
1,089 |
|
|
$ |
3 |
|
Purchased technology
|
|
|
|
|
|
|
210 |
|
Acquired client contracts
|
|
|
8,587 |
|
|
|
|
|
Goodwill
|
|
|
17,094 |
|
|
|
350 |
|
Liabilities assumed
|
|
|
(1,449 |
) |
|
|
(91 |
) |
|
|
|
|
|
|
|
Consideration paid
|
|
$ |
25,321 |
|
|
$ |
472 |
|
|
|
|
|
|
|
|
The following unaudited pro forma condensed consolidated results
of operations is provided for illustrative purposes only and
assumes that the acquisitions of Eisnerfast and Achievement
occurred on January 1, 2004. This unaudited pro forma
information (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.
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues
|
|
$ |
29,152 |
|
|
$ |
21,426 |
|
Net income
|
|
|
6,376 |
|
|
|
4,101 |
|
Basic earnings per share
|
|
$ |
0.28 |
|
|
$ |
0.22 |
|
Diluted earnings per share
|
|
$ |
0.26 |
|
|
$ |
0.20 |
|
8
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
|
|
9. |
Revolving Credit Facility |
On March 4, 2005, the Company entered into a firm
commitment letter with Fleet National Bank, a Bank of America
Company, regarding a two-year, $75 million senior revolving
credit facility intended (1) to finance a portion of the
Companys proposed acquisition of FMC; (2) to pay fees
and expenses incurred in connection with the FMC acquisition;
and (3) to provide ongoing working capital and cash for
other general corporate purposes of the Company. The Company
entered into the credit facility and closed the acquisition of
FMC in April 2005.
|
|
10. |
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.
|
|
11. |
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 Companys
reportable regions consist of the United States, Americas,
excluding the United States, 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 | |
|
|
| |
|
|
March 31, | |
|
March 31, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
United States
|
|
$ |
20,904 |
|
|
$ |
16,306 |
|
Americas excluding United States
|
|
|
1,020 |
|
|
|
857 |
|
Europe
|
|
|
4,904 |
|
|
|
1,480 |
|
Asia Pacific and Japan
|
|
|
588 |
|
|
|
546 |
|
|
|
|
|
|
|
|
|
|
$ |
27,416 |
|
|
$ |
19,189 |
|
|
|
|
|
|
|
|
On April 13, 2005, the Company entered into a credit
agreement with Fleet National Bank regarding a two-year,
$75,000,000 senior revolving credit facility intended to finance
a portion of the Companys acquisition of Financial Models
Company Inc. (FMC) and related fees and expenses and to
provide ongoing working capital and cash for other general
corporate purposes. Pursuant to the terms of the credit
agreement, the Company is permitted to borrow funds from Fleet,
initially in the principal amount of $75,000,000 and including a
$5,000,000 sublimit for the issuance of standby and commercial
letters of credit. By June 3, 2005, the maximum amount of
borrowings under the Credit Agreement will be reduced to
$50,000,000 and all amounts outstanding in excess of $50,000,000
must be repaid. Loans outstanding under the credit agreement may
be prepaid at any time in whole or in part without premium or
penalty, with limited exceptions. In addition, there are
customary negative covenants, including financial covenants and
covenants relating to liens, investments, indebtedness,
fundamental changes, dispositions, and dividends and
distributions. Upon execution of the Credit Agreement on
April 13, 2005, the Company drew down the full amount of
the Loan, which consisted of (1) $65,000,000 as a
Eurodollar Rate Loan with an interest period of thirty days at a
rate per annum equal to the British Bankers Association LIBOR
Rate plus 100 basis points, and (2) $10,000,000 as a
Base Rate Loan bearing interest at a fluctuating rate per annum
equal to the higher of the Federal Funds Rate plus 0.5% or the
prime rate as publicly announced
9
SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial
Statements (Continued)
by Bank of America, N.A. The obligations of the Company under
the credit agreement are guaranteed by OMR Systems Corporation,
a wholly-owned subsidiary of the Company.
On April 19, 2005, the Company completed its previously
announced acquisition of FMC, purchasing substantially all the
outstanding stock of the FMC for approximately
$159.0 million in cash, plus the costs of effecting the
acquisition. The Company financed the FMC acquisition with
$75 million of borrowings under the credit facility and
approximately $84 million from cash on hand. FMC provides
comprehensive investment management systems and services to the
international investment management industry. The net assets and
results of operations of FMC will be included in the
Companys consolidated financial statements from
April 19, 2005.
|
|
13. |
Recent Accounting Pronouncement |
In March 2005, the SEC issued Staff Accounting Bulletin
(SAB) No. 107, which expresses the views of the
SEC regarding the interaction between SFAS No. 123R and
certain SEC rules and regulations, and also provides the
SECs view regarding the valuation of share-based payment
arrangements for public companies. As the Company continues to
review the requirements of SFAS 123R, the views of the SEC
as stated within SAB No. 107 will also be considered, as
appropriate.
10
|
|
Item 2. |
Managements 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,
managements 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 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 our Annual Report on
Form 10-K for the year ended December 31, 2004. Our
critical accounting policies are described in our 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 for the Three Months Ended
March 31, 2005 and 2004 |
The following table sets forth revenues (in thousands) and
changes in revenues for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
March 31, | |
|
|
|
|
| |
|
Percentage | |
|
|
2005 | |
|
2004 | |
|
Change | |
|
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
$ |
4,495 |
|
|
$ |
4,140 |
|
|
|
9 |
% |
|
Maintenance
|
|
|
9,843 |
|
|
|
7,982 |
|
|
|
23 |
% |
|
Professional services
|
|
|
2,621 |
|
|
|
1,850 |
|
|
|
42 |
% |
|
Outsourcing
|
|
|
10,457 |
|
|
|
5,217 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
27,416 |
|
|
$ |
19,189 |
|
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
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 | |
|
|
Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
16 |
% |
|
|
21 |
% |
|
Maintenance
|
|
|
36 |
% |
|
|
42 |
% |
|
Professional services
|
|
|
10 |
% |
|
|
10 |
% |
|
Outsourcing
|
|
|
38 |
% |
|
|
27 |
% |
11
Revenues
We derive our revenues from software licenses, related
maintenance and professional services and outsourcing services.
Revenues were $27.4 million and $19.2 million for the
three months ended March 31, 2005 and 2004, respectively.
The $8.2 million, or 43%, revenue increase came from both
organic growth and acquisitions. Organic growth accounted for
$1.1 million of the increase and came from increased demand
of $1.1 million for SS&C Direct outsourcing services,
$0.4 million for SKYLINE products and services and
$0.2 million for Antares products and services, offset by
reduced sales of $0.3 million for wealth management
services, $0.2 million for CAMRA products and services and
$0.1 million for PortPro services. The remaining
$7.1 million increase was due to sales of products and
services that we acquired in our acquisitions of OMR,
Achievement Technologies and Eisnerfast.
Software Licenses. Software license revenues were
$4.5 million and $4.1 million for the three months
ended March 31, 2005 and 2004, respectively. The increase
of $0.4 million, or 9%, was mainly due to an increase of
$0.4 million in sales of our SKYLINE product and a
$0.2 million increase in our Antares product, offset by
decreases in sales of our Total Return and CAMRA products of
$0.1 million each. The increased SKYLINE license revenues
were mainly due to the release of SKYLINE 2005 during the fourth
quarter of 2004. 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 $9.8 million
and $8.0 million for the three months ended March 31,
2005 and 2004, respectively. The increase of $1.8 million,
or 23%, was due to our acquisition of OMR, which added
$1.5 million, and organic revenue growth of
$0.3 million. Organic maintenance revenue growth was across
all product lines, with CAMRA maintenance accounting for 54% of
the increase. The increase 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 $2.6 million and $1.9 million for the three
months ended March 31, 2005 and 2004, respectively. The
increase in professional services revenues was primarily due to
our acquisition of OMR, which added $1.0 million, offset by
reductions of $0.2 million for CAMRA product services and
$0.1 million for Real-Time product services. The decrease
in CAMRA services was primarily the result of a large CAMRA
project that was completed in the first quarter of 2004, for
which there was no comparable project in 2005. 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 $10.5 million
and $5.2 million for the three months ended March 31,
2005 and 2004, respectively. The increase in outsourcing
revenues of $5.2 million, or 100%, was attributable to both
organic growth and acquisitions. Our acquisitions of OMR and
Eisnerfast added $4.5 million in the aggregate. Organic
revenue growth came from increased demand and the addition of
new clients for our SS&C Direct outsourcing services, which
contributed $1.1 million of the increase, offset by a
decrease of $0.3 million, as a result of a lost client, in
SS&C Wealth Management services and $0.1 million in
PortPro services. 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 $9.8 million and
$6.1 million for the three months ended March 31, 2005
and 2004, respectively. The gross margin decreased to 64% for
the three months ended March 31, 2005 from 68% for the
comparable period in 2004. The decrease in gross margin is
attributable to our
12
acquisition of OMR, which had been operating at overall gross
margins lower than our historical gross margins. The total cost
of revenues increase was mainly due to $3.6 million in
costs associated with the acquisitions of OMR and Eisnerfast and
increased personnel and other expenses of $0.3 million,
primarily to support the increase in outsourcing revenues,
offset by a decrease in employee bonus expense of
$0.2 million. The decrease in employee bonus plan expense
was primarily due to a favorable adjustment to our accruals as a
result of lower-than-expected payments in 2005 for the 2004
employee bonus plan.
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
licenses was $0.6 million and $0.4 million for the
three months ended March 31, 2005 and March 31, 2004,
respectively. Cost of software license revenues as a percentage
of such revenues increased to 13% for the three months ended
March 31, 2005 from 11% for the three months ended
March 31, 2004. The increase in cost of software license
revenues was primarily due to the amortization of completed
technology associated with our acquisition of OMR, which added
$0.2 million in costs.
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 $2.1 million
and $1.6 million for the three months ended March 31,
2005 and March 31, 2004, respectively. The cost of
maintenance revenues as a percentage of these revenues was 22%
and 21% for the three months ended March 31, 2005 and
March 31, 2004, respectively. The increase in costs of
$0.5 million was due to our acquisition of OMR, which added
$0.7 million in costs, offset by a decrease in
personnel-related expenses, including bonus, of
$0.2 million.
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
$1.7 million and $1.3 million for the three months
ended March 31, 2005 and 2004, respectively. The increase
was mainly due to our acquisition of OMR, which added
$0.5 million in costs, offset by a decrease in bonus
expense of $0.1 million. The cost of professional services
revenues as a percentage of such revenues decreased to 63% for
the three months ended March 31, 2005 from 69% for the
three months ended March 31, 2004.
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 $5.4 million and $2.7 million for the
three months ended March 31, 2005 and 2004, respectively.
The increase in cost of outsourcing revenues of
$2.7 million, or 97%, was mainly due to the acquisitions of
OMR and Eisnerfast, which contributed $2.3 million in
additional costs, and increased personnel related costs of
$0.4 million to support the growth in organic revenue. The
cost of outsourcing revenues as a percentage of such revenues
decreased to 52% for the three months ended March 31, 2005
from 53% for the three months ended March 31, 2004.
Operating Expenses
Total operating expenses were $8.4 million and
$7.0 million for the three months ended March 31, 2005
and March 31, 2004, respectively, representing 31% and 37%
of total revenues in those periods, respectively. Included in
2005 are additional operating costs of $1.1 million
associated with our acquisitions of OMR and Eisnerfast,
additional professional services fees of $0.2 million
related to compliance with the Sarbanes-Oxley Act and increased
other expenses of $0.1 million related to administrative
expenses. We continued to contain expenses through 2004 and into
2005 and, although we expect an increase in our operating
expenses due to increased sales of our products and services, we
expect to continue to manage spending levels throughout 2005.
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
13
promotional materials. Selling and marketing expenses were
$2.4 million and $2.2 million for the three months
ended March 31, 2005 and 2004, respectively, representing
9% and 12%, respectively, of total revenues in those years. The
increase in selling and marketing expenses of $0.2 million,
or 10%, was due to the acquisition of OMR, which added
$0.2 million in costs.
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
$3.5 million and $3.0 million for the three months
ended March 31, 2005 and 2004, respectively, representing
13% and 15% of total revenues in those periods, respectively.
Additional costs of $0.7 million which were added due to
the acquisition of OMR were offset by reductions in
personnel-related expenses, including bonus, of
$0.2 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 $2.5 million and
$1.9 million for the three months ended March 31, 2005
and 2004, respectively, representing 9% and 10% of total
revenues in those periods, respectively. Our acquisition of OMR
added costs of $0.2 million, accounting fees increased
$0.2 million related to compliance with the Sarbanes-Oxley
Act, and personnel-related expenses and other expenses each
increased $0.1 million. The increase in personnel was to
support the increase in revenues and overall growth of the
organization.
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
$572,000 and $183,000 for the three months ended March 31,
2005 and 2004, respectively. The increase in interest income was
primarily the result of higher average cash and marketable
securities balances due to proceeds from our public offering in
June 2004.
Provision for Income Taxes. We had an effective tax rate
of 39% for each of the three months ended March 31, 2005
and 2004. In future years, we expect to have sufficient levels
of profitability to realize the deferred tax assets at
March 31, 2005.
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. Through March 31, 2005, we had
historically relied on cash flow from operations for liquidity.
In April 2005, we entered into a two-year $75 million
credit agreement with Fleet National Bank, the proceeds of which
were used to finance a portion of the $159 million purchase
price for the outstanding shares of FMC. Upon execution of the
agreement, we drew down the full amount of the loan, which
consisted of (1) $65 million as a Eurodollar Rate Loan
with an interest period of thirty days at a rate per annum equal
to the British Bankers Association LIBOR Rate plus 100 basis
points, and (2) $10 million as a Base Rate Loan
bearing interest at a fluctuating rate per annum equal to the
higher of the Federal Funds Rate plus 0.5% or the prime
rate as publicly announced by Bank of America. By
June 3, 2005, the maximum amount of borrowings under the
agreement will be reduced to $50 million and all amounts
outstanding in excess of $50 million must be repaid.
At March 31, 2005, we had $23.0 million of cash and
cash equivalents and $85.3 million in marketable
securities. In April 2005, we used approximately
$84 million of cash on hand to finance a portion of our
acquisition of FMC. 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, repayment
of debt 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. We believe that our current
cash, cash equivalents and marketable securities balances and
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anticipated cash flow from operations will be sufficient to meet
our working capital, capital expenditure and debt servicing
requirements for at least the next 12 months.
Cash Flow
Our cash, cash equivalents and marketable securities at
March 31, 2005 were $108.2 million, which is a
decrease of $22.6 million from $130.8 million at
December 31, 2004. The decrease was primarily due to cash
paid for acquisitions, purchase of common stock for treasury and
payment of dividends, offset by net income and the collection of
maintenance fees. A larger amount of annual maintenance fees are
typically collected during the first quarter compared to other
quarters during the year.
Net cash provided by operating activities was $12.8 million
for the three months ended March 31, 2005. Cash provided by
operating activities was primarily due to earnings of
$6.0 million adjusted for non-cash items of
$6.8 million, including a $0.5 million tax benefit
related to stock option exercises, an increase of
$2.7 million in income taxes payable and an increase of
$7.8 million in deferred maintenance and other revenues.
These items were partially offset by a decrease of
$4.2 million in accrued expenses and an increase of
$1.2 million in accounts receivable. Our accounts
receivable days sales outstanding at March 31, 2005 was
52 days, compared to 45 days as of December 31,
2004.
Investing activities used net cash of $11.7 million for the
three months ended March 31, 2005. Cash used by investing
activities was primarily due to the $25.8 million paid in
cash for the acquisitions of Achievement Technologies and
Eisnerfast and the $2.0 million strategic investment in CBA
Mezzanine Capital Holdings, LLC (MezzCap), offset by
$16.4 million net sales of marketable securities. We
believe our investment in MezzCap, a privately owned commercial
real estate finance company, offers potential synergies with
LMS, our loan management product.
Financing activities used net cash of $6.9 million for the
three months ended March 31, 2005. Cash used in financing
activities was primarily due to $5.6 million used to
repurchase common stock for treasury and the payment of our
semi-annual cash dividend of $1.8 million. This use of cash
was partially offset by the proceeds from the exercise of stock
options, which provided cash of $0.5 million.
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.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
Risks Relating to Our
Business
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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:
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the timing, size and nature of our individual license and
service transactions, |
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the timing of the introduction and the market acceptance of new
products, product enhancements or services by us or our
competitors, |
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the relative proportions of revenues derived from license fees,
maintenance, professional services and outsourcing, |
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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, |
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changes in client budgets and decision-making processes that
could affect both the timing and the size of any transaction, |
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the amount and timing of operating costs and other expenses, |
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cancellations of maintenance and/or outsourcing arrangements by
our clients, |
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changes in local, national and international regulatory
requirements, |
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changes in our personnel, and |
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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 organizations 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.
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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 our 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, including our acquisition of FMC. 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 acquired businesses 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:
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combine operations, facilities and differing firm cultures, |
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retain the clients or employees of acquired entities, |
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generate market demand for new products and services, |
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coordinate geographically dispersed operations and successfully
adapt to the complexities of international operations, |
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integrate the technical teams of these companies with our
engineering organization, |
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incorporate acquired technologies and products into our current
and future product lines, and |
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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
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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.
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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 vendors 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.
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If we are unable to retain and attract clients, our revenues
and net income would remain stagnant or decline |
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:
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the level of demand for our products and services, |
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the level of client spending for information technology, |
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the level of competition from internal client solutions and from
other vendors, |
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the quality of our client service, |
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our ability to update our products and services and develop new
products and services needed by clients, |
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our ability to understand the organization and processes of our
clients, and |
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our ability to integrate and manage acquired businesses. |
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If we are unable to meet our debt obligations, we may be
forced to reduce or delay capital expenditures, restructure or
refinance indebtedness or seek additional debt or equity
financings, any of which may materially and adversely affect our
business |
In April 2005, we entered into a $75 million senior
revolving credit facility with Fleet National Bank, a Bank of
America company, and borrowed the entire amount available under
the facility to finance part of the $159 million purchase
price for the outstanding shares of FMC. On June 3, 2005,
the Fleet facility automatically reduces to a $50 million
facility, and we must repay $25 million of the outstanding
indebtedness. The maturity date for the remaining indebtedness
under the facility is April 12, 2007. Our ability to repay
our indebtedness will depend on our future operating
performance, which will be affected by prevailing economic
conditions and financial, business and other factors. Some of
these factors are beyond our control.
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If we are unable to service our indebtedness or other
obligations, we will be forced to examine alternative
strategies. These strategies may include reducing or delaying
capital expenditures, restructuring or refinancing indebtedness
or seeking additional debt or equity financings. Any of these
strategies may materially and adversely affect our business.
Our level or indebtedness could have important consequences to
our stockholders, including the following:
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we will have cash interest expense and principal repayment
obligations with respect to outstanding indebtedness, |
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our degree of leverage and debt service obligations could limit
our ability to plan for, and make us more vulnerable than some
of our competitors to the effects of, a downturn in business or
other adverse developments, |
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we may need to dedicate cash flow from our operations to debt
service payments, making these funds unavailable for other
purposes, |
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our ability to obtain additional financing in the future for
working capital, capital expenditures, debt service requirements
or other purposes could be impaired, and |
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we may have a competitive disadvantage relative to the other
companies in our industry with less debt. |
Our indebtedness subjects us to financial and operating
restrictions that could hinder the operation of our business.
Our senior revolving credit facility with Fleet National Bank
imposes operating and financial restrictions on us. These
restrictions may limit our ability to:
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incur additional indebtedness, |
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create liens on assets, |
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pay dividends inconsistent with past practice, |
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sell assets, |
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enter into transactions with affiliates, |
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enter into sale and leaseback transactions, |
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engage in mergers or acquisitions, and |
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make investments. |
Failure to comply with any of these restrictions could limit the
availability of borrowings or result in a default under our
facility. We can give no assurance that we will be able to
obtain a waiver or amendment for any future noncompliance with
our facility. The terms of any debt or equity financings
undertaken by us to meet future cash requirements could further
restrict our operational flexibility and adversely affect our
financial condition.
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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
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future. This growth strategy is subject to a number of risks
that could adversely affect our business and financial results,
including:
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we may not be able to find suitable businesses to acquire at
affordable valuations or on other acceptable terms, |
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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 |
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we may find it more difficult or costly to complete acquisitions
due to changes in accounting, tax, securities or other
regulations. |
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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 |
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, patent, 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.
Existing patent and 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.
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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.
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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, 2004, 2003 and 2002, our outsourcing revenues
represented 32%, 20% and 20%, respectively, of our total
revenues. The gross margins for outsourcing services were 47%,
39% and 32% in 2004, 2003 and 2002, 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.
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Our failure to continue to derive substantial revenues from
the licensing of, or outsourcing solutions related to, our
CAMRA, TradeThru, AdvisorWare, SKYLINE and LMS software, and the
provision of maintenance and professional services in support of
such licensed software, could adversely affect our ability to
sustain or grow our revenues and harm 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
related to, our CAMRA, TradeThru, AdvisorWare, SKYLINE and LMS
software and the provision of maintenance and professional
services in support of such licensed software. We expect that
the revenues from these software products and 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.
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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.
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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.
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Our inability to introduce new products and services could
adversely affect our revenues and cause us to lose current or
potential clients |
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:
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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, |
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we may find it difficult or costly to make some features of our
software work effectively and securely over the Internet, |
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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 |
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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.
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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 |
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.
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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 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.
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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.
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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, 2004, 2003 and 2002,
international revenues accounted for 22%, 17% and 16%,
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:
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difficulties in obtaining U.S. export licenses, |
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potentially longer payment cycles, |
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increased costs associated with maintaining international
marketing efforts, |
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foreign currency fluctuations, |
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the introduction of non-tariff barriers and higher duty
rates, and |
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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.
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Catastrophic events may adversely affect our ability to
provide, our clients ability to use, and the demand for,
our products and services, which may disrupt our business and
cause a decline in revenues |
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.
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Recently enacted regulatory changes may cause us to incur
increased costs and divert the attention of our management from
the 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 |
Recently enacted changes in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley
Act of 2002 and rules adopted 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. As a
result, managements 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.
22
Our internal 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 to detect other than inconsequential
error or fraud could seriously harm our business, results of
operations and financial condition.
Risks Relating to Our Common
Stock
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|
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:
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actual or anticipated fluctuations in our operating results, |
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announcements of technological innovations, |
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new products or new contracts by us or our competitors, |
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developments with respect to copyrights or propriety rights, |
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conditions and trends in the financial services and software
industries, |
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changes in financial estimates by securities analysts, and |
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general market conditions and other factors. |
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William C. Stone has the ability to exercise substantial
influence over all matters requiring stockholder and board
approval and could make decisions about our business that
conflict with the interests of other stockholders |
William C. Stone, our chief executive officer and chairman of
the board of directors, owns approximately 27% of our
outstanding common stock. Mr. Stone has the ability to
exert significant influence over our affairs, including the
election of directors and decisions related to our strategic and
operating activities. This concentration of ownership and board
representation may have the effect of delaying or preventing a
change in control that other stockholders may find favorable.
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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.
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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
23
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):
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Fair Value of | |
|
|
Investments as of | |
|
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March 31, 2005 | |
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Maturing in: | |
|
|
| |
Investments |
|
2005 | |
|
2006 | |
|
|
| |
|
| |
Fixed Rate Investments
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|
$ |
8,049 |
|
|
$ |
12,901 |
|
Average Interest
|
|
|
2.13 |
% |
|
|
2.70 |
% |
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 March 31, 2005,
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.
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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 of March 31,
2005. The term disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, means controls and other
procedures of a company that are designed to ensure that
information required to be disclosed by a 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 SECs rules and forms. Disclosure controls
and procedures include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the
companys management, including its principal executive and
principal financial officers, as appropriate to allow timely
decisions regarding required disclosure. Management recognizes
that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment
in evaluating the cost-benefit relationship of possible controls
and procedures. Based on the evaluation of our disclosure
controls and procedures as of March 31, 2005, our chief
executive officer and chief financial officer concluded that, as
of such date, our disclosure controls and procedures were
effective at the reasonable assurance level.
There have not been any changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that occurred during the
quarter ended March 31, 2005, that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II OTHER INFORMATION
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Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds |
On October 18, 2004, we announced a stock repurchase
program providing for expenditures of up to $50 million
over the period extending from October 18, 2004 through
October 17, 2005.
24
The following table summarizes repurchases of our common stock
in the quarter ended March 31, 2005 (in thousands, except
share and per share data):
Issuer Purchases of Equity Securities
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate | |
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|
|
|
|
|
|
|
Dollar Value of | |
|
|
|
|
|
|
|
|
Shares That | |
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|
|
|
|
|
Total Number of | |
|
May yet be | |
|
|
|
|
|
|
Shares Purchased as | |
|
Purchased | |
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|
Total Number of | |
|
|
|
Part of Publicly | |
|
Under the | |
|
|
Shares | |
|
Average Price Paid | |
|
Announced Plans or | |
|
Plans or | |
Period |
|
Purchased | |
|
per Share | |
|
Programs | |
|
Programs | |
|
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| |
|
| |
|
| |
|
| |
January 1, 2005-January 31, 2005
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
50,000 |
|
February 1, 2005-February 28, 2005
|
|
|
259,050 |
|
|
|
21.56 |
|
|
|
259,050 |
|
|
|
44,416 |
|
March 1, 2005-March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
259,050 |
|
|
$ |
21.56 |
|
|
|
259,050 |
|
|
$ |
44,416 |
|
a. The exhibits listed in the Exhibit Index
immediately preceding such exhibits are filed as part of this
Report.
25
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.
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|
|
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By: |
/s/ Patrick J. Pedonti |
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|
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|
|
Patrick J. Pedonti |
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Senior Vice President and Chief Financial Officer |
|
(Principal Financial and Accounting Officer) |
Date: May 10, 2005
26
Exhibit Index
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|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
2 |
.1+ |
|
Acquisition Agreement, dated February 25, 2005, between the
Registrant and Financial Models Company Inc. is incorporated
herein by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K, filed on March 2, 2005
(File No. 000-28430) |
|
2 |
.2+ |
|
Purchase Agreement, dated February 28, 2005, by and among
the Registrant, EisnerFast LLC and EHS, LLC is incorporated
herein by reference to Exhibit 2.1 to the Registrants
Current Report on Form 8-K, filed on March 3, 2005
(File No. 000-28430) |
|
10 |
.1 |
|
Commitment Letter, dated as of March 4, 2005, between the
Registrant and Fleet National Bank, a Bank of America Company,
is incorporated herein by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K, filed on
March 9, 2005 (File No. 000-28430) |
|
10 |
.2 |
|
1996 Director Stock Option Plan, as amended, including form of
stock option agreement, is incorporated herein by reference to
Exhibit 10.2 to the Registrants Annual Report on
Form 10-K for the year ended December 31, 2004 ( File
No. 000-28430) (the Form 10-K) |
|
10 |
.3 |
|
Description of Registrant Executive Officer and Compensation
Arrangements is incorporated herein by reference to
Exhibit 10.10 to the Form 10-K |
|
10 |
.4 |
|
Contract of Employment between Kevin Milne and the Registrant,
effective as of June 9, 2004. |
|
31 |
.1 |
|
Certification of the Registrants Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
31 |
.2 |
|
Certification of the Registrants Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
32 |
|
|
Certification of the Registrants 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 |
|
|
+ |
The Registrant hereby agrees to furnish supplementally a copy of
any omitted schedules to this agreement to the Securities and
Exchange Commission upon its request. |
27