UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 17, 2015 (July 8, 2015)
SS&C Technologies Holdings, Inc.
(Exact name of registrant as specified in charter)
Delaware | 001-34675 | 71-0987913 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
80 Lamberton Road
Windsor, CT 06095
(Address of principal executive offices, including zip code)
(860) 298-4500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
This Form 8-K/A amends the Current Report on Form 8-K of SS&C Technologies Holdings, Inc. (SS&C), filed on July 8, 2015, regarding SS&Cs announcement that it had acquired Advent Software, Inc. (Advent) pursuant to the Agreement and Plan of Merger dated as of February 2, 2015. The sole purpose of this amendment is to provide the financial statements and pro forma disclosure required by Item 9.01, which were excluded from the original filing in reliance on paragraph (a)(4) of Item 9.01 of Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of Advent as of December 31, 2014 and 2013 and the related audited consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in shareholders equity and consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012 and the related notes were filed by Advent with the Securities and Exchange Commission (SEC) on February 24, 2015 on Form 10-K and are incorporated herein by reference as Exhibit 99.1 to this Current Report on Form 8-K/A.
The unaudited condensed consolidated balance sheets of Advent as of June 30, 2015 and December 31, 2014 and the related condensed consolidated statements of operations, statements of comprehensive income, and statements of cash flows for the six months ended June 30, 2015 and 2014 and the related notes, are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by this item is included as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.
Exhibit No. | Description | |
23.1 | Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm for Advent. | |
99.1 | Audited consolidated balance sheets of Advent as of December 31, 2014 and 2013 and the related consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in shareholders (deficit) equity and consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012 and the related notes is incorporated herein by reference to Advents Form 10-K filed on February 24, 2015 (file No. 000-26994). | |
99.2 | Unaudited condensed consolidated balance sheet of Advent as of June 30, 2015 and December 31, 2014 and the related condensed consolidated statements of operations, statements of comprehensive income, and statements of cash flows for the six months ended June 30, 2015 and 2014 and the related notes. | |
99.3 | Unaudited pro forma combined condensed financial information of SS&C Technologies Holdings, Inc. and its subsidiaries as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014, and the related notes. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SS&C TECHNOLOGIES HOLDINGS, INC. | ||||||
Date: September 17, 2015 | By: | /s/ Patrick J. Pedonti | ||||
Name: Patrick J. Pedonti | ||||||
Title: Senior Vice President and Chief Financial Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-205026) and Form S-8 (No. 333-205705, 333-197943, 333-187599, 333-167796, and 333-165810) of SS&C Technologies Holdings, Inc. of our report dated February 24, 2015 relating to the financial statements of Advent Software, Inc., which appears in this Current Report on Form 8-K/A of SS&C Technologies Holdings, Inc.
/s/ PricewaterhouseCoopers LLP
San Jose, CA
September 17, 2015
Exhibit 99.2
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30 2015 |
December 31 2014 |
|||||||
ASSETS | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 29,840 | $ | 28,784 | ||||
Short-term marketable securities |
| 7,298 | ||||||
Accounts receivable, net |
60,954 | 61,870 | ||||||
Deferred taxes, current |
33,790 | 28,275 | ||||||
Prepaid expenses and other |
29,306 | 24,984 | ||||||
Current assets of discontinued operation |
103 | | ||||||
|
|
|
|
|||||
Total current assets |
153,993 | 151,211 | ||||||
Property and equipment, net |
23,482 | 27,995 | ||||||
Goodwill |
200,542 | 202,290 | ||||||
Other intangibles, net |
14,967 | 18,803 | ||||||
Long-term marketable securities |
| 1,874 | ||||||
Deferred taxes, long-term |
18,267 | 18,358 | ||||||
Other assets |
11,670 | 13,245 | ||||||
Noncurrent assets of discontinued operation |
1,093 | 1,093 | ||||||
|
|
|
|
|||||
Total assets |
$ | 424,014 | $ | 434,869 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 5,855 | $ | 12,041 | ||||
Dividends payable |
| 6,750 | ||||||
Accrued liabilities |
44,845 | 36,541 | ||||||
Deferred revenues |
191,282 | 197,144 | ||||||
Income taxes payable |
| 132 | ||||||
Current portion of long-term debt |
20,000 | 20,000 | ||||||
Current liabilities of discontinued operation |
625 | 572 | ||||||
|
|
|
|
|||||
Total current liabilities |
262,607 | 273,180 | ||||||
Deferred revenue, long-term |
5,443 | 6,972 | ||||||
Long-term income taxes payable |
9,513 | 9,513 | ||||||
Long-term debt |
165,000 | 200,000 | ||||||
Other long-term liabilities |
9,859 | 7,821 | ||||||
Noncurrent liabilities of discontinued operation |
1,846 | 2,170 | ||||||
|
|
|
|
|||||
Total liabilities |
454,268 | 499,656 | ||||||
|
|
|
|
|||||
Commitments and contingencies (See Note 13) |
||||||||
Stockholders deficit: |
||||||||
Common stock |
533 | 519 | ||||||
Additional paid-in capital |
86,215 | 61,455 | ||||||
Accumulated deficit |
(118,637 | ) | (130,234 | ) | ||||
Accumulated other comprehensive income |
1,635 | 3,473 | ||||||
|
|
|
|
|||||
Total stockholders deficit |
(30,254 | ) | (64,787 | ) | ||||
|
|
|
|
|||||
Total liabilities and stockholders deficit |
$ | 424,014 | $ | 434,869 | ||||
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Net revenues: |
||||||||
Recurring revenues |
$ | 191,850 | $ | 181,664 | ||||
Non-recurring revenues |
16,183 | 15,510 | ||||||
|
|
|
|
|||||
Total net revenues |
208,033 | 197,174 | ||||||
Cost of revenues: |
||||||||
Recurring revenues |
43,319 | 39,216 | ||||||
Non-recurring revenues |
16,640 | 15,569 | ||||||
Amortization of developed technology |
3,160 | 3,488 | ||||||
|
|
|
|
|||||
Total cost of revenues |
63,119 | 58,273 | ||||||
|
|
|
|
|||||
Gross margin |
144,914 | 138,901 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
36,988 | 38,029 | ||||||
Product development |
38,099 | 34,843 | ||||||
General and administrative |
22,702 | 21,270 | ||||||
Amortization of other intangibles |
1,595 | 1,779 | ||||||
Transaction-related fees |
13,956 | | ||||||
Restructuring charges |
9,148 | 1,914 | ||||||
|
|
|
|
|||||
Total operating expenses |
122,488 | 97,835 | ||||||
|
|
|
|
|||||
Income from continuing operations |
22,426 | 41,066 | ||||||
Interest and other income (expense), net |
(2,759 | ) | (4,173 | ) | ||||
|
|
|
|
|||||
Income from continuing operations before income taxes |
19,667 | 36,893 | ||||||
Provision for income taxes |
8,030 | 13,331 | ||||||
|
|
|
|
|||||
Net income from continuing operations |
$ | 11,637 | $ | 23,562 | ||||
Discontinued operation: |
||||||||
Net loss from discontinued operation (net of applicable taxes of $(26) and ($24), respectively) |
(39 | ) | (37 | ) | ||||
|
|
|
|
|||||
Net income |
$ | 11,598 | $ | 23,525 | ||||
|
|
|
|
|||||
Basic net income (loss) per share: |
||||||||
Continuing operations |
$ | 0.22 | $ | 0.46 | ||||
Discontinued operation |
(0.00 | ) | (0.00 | ) | ||||
|
|
|
|
|||||
Total operations |
$ | 0.22 | $ | 0.46 | ||||
|
|
|
|
|||||
Diluted net income (loss) per share: |
||||||||
Continuing operations |
$ | 0.21 | $ | 0.44 | ||||
Discontinued operation |
(0.00 | ) | (0.00 | ) | ||||
|
|
|
|
|||||
Total operations |
$ | 0.21 | $ | 0.44 | ||||
|
|
|
|
|||||
Weighted average shares used to compute net income (loss) per share: |
||||||||
Basic |
52,655 | 51,314 | ||||||
Diluted |
55,151 | 53,486 | ||||||
Cash dividends declared per common share |
$ | | $ | 0.13 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Net income (loss) per share is based on actual calculated values and totals may not sum due to rounding.
2
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Net income |
$ | 11,598 | $ | 23,525 | ||||
Other comprehensive (loss) income, net of taxes |
||||||||
Foreign currency translation |
(1,838 | ) | 989 | |||||
|
|
|
|
|||||
Total other comprehensive (loss) income, net of taxes |
(1,838 | ) | 989 | |||||
|
|
|
|
|||||
Comprehensive income |
$ | 9,760 | $ | 24,514 | ||||
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 11,598 | $ | 23,525 | ||||
Adjustment to net income for discontinued operation net loss |
39 | 37 | ||||||
|
|
|
|
|||||
Net income from continuing operations |
11,637 | 23,562 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: |
||||||||
Stock-based compensation |
13,384 | 15,312 | ||||||
Excess tax benefit from stock-based compensation |
(8,514 | ) | (6,841 | ) | ||||
Loss on disposal of fixed assets |
95 | | ||||||
Depreciation and amortization |
13,198 | 10,814 | ||||||
Amortization of debt issuance costs |
730 | 713 | ||||||
Reduction of doubtful accounts |
(11 | ) | (6 | ) | ||||
Reduction of sales reserves |
(120 | ) | (555 | ) | ||||
Deferred income taxes |
2,884 | 7,763 | ||||||
Other |
29 | 182 | ||||||
|
|
|
|
|||||
Effect of statement of operations adjustments |
21,675 | 27,382 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
927 | 535 | ||||||
Prepaid and other assets |
(3,222 | ) | 5,661 | |||||
Accounts payable |
(5,985 | ) | 3,675 | |||||
Accrued liabilities |
7,213 | (7,282 | ) | |||||
Deferred revenues |
(7,271 | ) | (10,219 | ) | ||||
Income taxes payable |
2,377 | | ||||||
|
|
|
|
|||||
Effect of changes in operating assets and liabilities |
(5,961 | ) | (7,630 | ) | ||||
|
|
|
|
|||||
Net cash provided by operating activities from continuing operations |
27,351 | 43,314 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
(4,154 | ) | (4,370 | ) | ||||
Capitalized software development costs |
(913 | ) | (963 | ) | ||||
Change in restricted cash |
(239 | ) | (173 | ) | ||||
Purchases of marketable securities |
(2,000 | ) | | |||||
Sales and maturities of marketable securities |
11,185 | | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities from continuing operations |
3,879 | (5,506 | ) | |||||
Cash flows from financing activities: |
||||||||
Proceeds from common stock issued from exercises of stock options |
6,536 | 2,141 | ||||||
Proceeds from common stock issued under the employee stock purchase plan |
3,206 | 3,493 | ||||||
Excess tax benefits from stock-based compensation |
8,514 | 6,841 | ||||||
Withholding taxes related to equity award net share settlement |
(6,038 | ) | (5,127 | ) | ||||
Repayment of debt |
(35,000 | ) | (25,000 | ) | ||||
Repurchase of common stock |
| (12,411 | ) | |||||
Payment of cash dividend |
(6,750 | ) | | |||||
|
|
|
|
|||||
Net cash used in financing activities from continuing operations |
(29,532 | ) | (30,063 | ) | ||||
Net cash transferred to discontinued operation |
(412 | ) | (223 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(230 | ) | (18 | ) | ||||
|
|
|
|
|||||
Net change in cash and cash equivalents from continuing operations |
1,056 | 7,504 | ||||||
Cash and cash equivalents of continuing operations at beginning of period |
28,784 | 33,828 | ||||||
|
|
|
|
|||||
Cash and cash equivalents of continuing operations at end of period |
$ | 29,840 | $ | 41,332 | ||||
|
|
|
|
4
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Supplemental disclosure of cash flow information: |
||||||||
Noncash investing activities: |
||||||||
Capital expenditures included in accounts payable |
$ | 1,577 | $ | 1,086 | ||||
Cash flows from discontinued operation of MicroEdge, Inc.: |
||||||||
Net cash used in operating activities |
$ | (412 | ) | $ | (223 | ) | ||
Net cash transferred from continuing operations |
412 | 223 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ADVENT SOFTWARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1Basis of Presentation
The condensed consolidated financial statements include the accounts of Advent Software, Inc. and its subsidiaries (collectively Advent or the Company). All inter-company amounts and transactions have been eliminated.
Advent has prepared these condensed consolidated financial statements in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) applicable to interim financial information. Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in these interim statements pursuant to such SEC rules and regulations. These interim financial statements should be read in conjunction with the audited financial statements and related notes included in Advents Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Interim results are not necessarily indicative of the results to be expected for the full year, and no representation is made thereto.
These condensed consolidated financial statements include, in the opinion of management, all adjustments necessary to state fairly the financial position, results of continuing operations and cash flows for each interim period shown. All such adjustments occur in the ordinary course of business and are of a normal, recurring nature.
Recent Accounting Pronouncements
With the exception of the below, there have been no recent accounting pronouncements or changes in accounting pronouncements during fiscal year 2015, as compared to the recent accounting pronouncements described in Advents Annual Report on Form 10-K for the fiscal year ended December 31, 2014, that are of significance, or potential significance, to the Companys condensed consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. Generally Accepted Accounting Principles (GAAP) when it becomes effective. On April 1, 2015, the Financial Accounting Standards Board (FASB) proposed a one year deferral of the effective date to December 15, 2017 and early application would be permitted, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt the standard. The Company is evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements.
In January 2015 the FASB issued ASU No. 2015-01, Income StatementExtraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This update eliminates from GAAP the concept of an extraordinary item. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; and (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. ASU 2015-01 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. Early adoption is permitted. Advent expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 is a new consolidation standard to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. ASU 2015-02 is effective for public entities for the annual reporting period ending after December 15, 2015, and for annual and interim periods thereafter, which means that it will be effective for Advents fiscal year beginning January 1, 2016. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of the debt liability. The new guidance does not affect entities recognition and measurement of debt issuance costs. Previously, entities were required to present debt issuance costs as deferred charges in the asset section of the statement of financial position. ASU 2015-03 is effective for public entities for fiscal years, and interim periods
6
within those fiscal years, beginning after December 15, 2015, which means that it will be effective for Advents fiscal year beginning January 1, 2016. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public entities for the annual reporting period, including interim periods within those annual periods, beginning after December 15, 2015, which means that it will be effective for Advents fiscal year beginning January 1, 2016. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
Note 2Financial Statement Detail
Recurring and non-recurring revenues
The following is a summary of recurring and non-recurring revenues (in thousands):
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Term license revenues |
$ | 103,682 | $ | 96,304 | ||||
Perpetual maintenance revenues |
30,291 | 32,712 | ||||||
Assets under administration revenues |
4,250 | 3,996 | ||||||
Other recurring revenues |
53,627 | 48,652 | ||||||
|
|
|
|
|||||
Total recurring revenues |
$ | 191,850 | $ | 181,664 | ||||
|
|
|
|
|||||
Professional services and other revenues |
$ | 15,248 | $ | 14,536 | ||||
Perpetual license fees |
935 | 974 | ||||||
|
|
|
|
|||||
Total non-recurring revenues |
$ | 16,183 | $ | 15,510 | ||||
|
|
|
|
Prepaid expenses and other
The following is a summary of prepaid expenses and other (in thousands):
June 30 2015 |
December 31 2014 |
|||||||
Prepaid contract expense |
$ | 10,047 | $ | 9,766 | ||||
Deferred commissions |
6,267 | 6,665 | ||||||
Debt issuance costs |
1,417 | 1,438 | ||||||
Tenant improvement allowance |
1,295 | | ||||||
Other |
10,280 | 7,115 | ||||||
|
|
|
|
|||||
Total prepaid expenses and other |
$ | 29,306 | $ | 24,984 | ||||
|
|
|
|
Other assets
The following is a summary of other assets (in thousands):
7
June 30 2015 |
December 31 2014 |
|||||||
Deposits |
$ | 3,153 | $ | 2,915 | ||||
Long-term deferred commissions |
2,861 | 2,919 | ||||||
Debt issuance costs |
2,774 | 3,483 | ||||||
Prepaid contract expense, long-term |
2,660 | 3,770 | ||||||
Other |
222 | 158 | ||||||
|
|
|
|
|||||
Total other assets |
$ | 11,670 | $ | 13,245 | ||||
|
|
|
|
Deposits include a restricted cash balance of $1.7 million at June 30, 2015 and $1.5 million at December 31, 2014 primarily related to the Companys San Francisco headquarters and facilities in New York. Refer to Note 13, Commitments and Contingencies for additional information.
Dividend Payable
On February 2, 2015, we entered into an Agreement and Plan of Merger (the Merger Agreement) with SS&C Technologies Holdings, Inc. (Parent or SS&C) and Arbor Acquisition Company, Inc., a wholly owned subsidiary of Parent (Merger Sub). In accordance with the Merger Agreement, the Company is prohibited from declaring dividends during the pendency of the agreement. Therefore, Advents Board of Directors (the Board) did not declare a dividend during the second quarter of 2015. Advents Board declared a cash dividend during the fourth quarter of 2014 of $0.13 per common share payable to shareholders of record as of December 31, 2014 and paid the dividend on January 15, 2015 totaling $6.8 million.
Accrued liabilities
The following is a summary of accrued liabilities (in thousands):
June 30 2015 |
December 31 2014 |
|||||||
Salaries and benefits payable |
$ | 23,176 | $ | 21,381 | ||||
Accrued restructuring, current portion |
6,996 | 60 | ||||||
Accrued dividend equivalents on restricted stock units |
1,693 | 3,404 | ||||||
Deferred rent, current portion |
1,386 | 1,998 | ||||||
Other |
11,594 | 9,698 | ||||||
|
|
|
|
|||||
Total accrued liabilities |
$ | 44,845 | $ | 36,541 | ||||
|
|
|
|
Accrued restructuring charges are discussed further in Note 14, Restructuring Charges contained herein. As part of the recapitalization in 2013, as disclosed in Advents 2013 Annual Report on Form 10-K, holders of restricted stock units (RSUs) have the right to receive $9.00 per RSU upon vesting. At June 30, 2015 and December 31, 2014, Other accrued liabilities included accruals for sales and business taxes and other miscellaneous items.
Other long-term liabilities
The following is a summary of other long-term liabilities (in thousands):
June 30 2015 |
December 31 2014 |
|||||||
Deferred rent |
$ | 7,874 | $ | 5,814 | ||||
Long-term deferred tax liability |
1,234 | 1,442 | ||||||
Other |
751 | 565 | ||||||
|
|
|
|
|||||
Total other long-term liabilities |
$ | 9,859 | $ | 7,821 | ||||
|
|
|
|
Note 3Cash Equivalents and Marketable Securities
8
Cash, cash equivalents and marketable securities primarily consist of money market mutual funds, US government and US Government Sponsored Entities (GSEs), foreign government debt securities and high credit quality corporate debt securities. All marketable securities were considered available-for-sale and were carried at fair value on the Companys condensed consolidated balance sheet. Short-term marketable securities mature twelve months or less, and long-term marketable securities mature greater than twelve months, from the date of the condensed consolidated balance sheet.
At June 30, 2015, the Company had no marketable securities.
Marketable securities at December 31, 2014 are summarized as follows (in thousands):
Balance at December 31, 2014 | Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses Less than 12 Months |
Gross Unrealized Losses 12 Months or Longer |
Aggregate Fair Value |
|||||||||||||||
Corporate debt securities |
$ | 7,184 | $ | | $ | (22 | ) | $ | | $ | 7,162 | |||||||||
U.S. government debt securities |
1,347 | | (6 | ) | | 1,341 | ||||||||||||||
Municipal bonds |
671 | | (2 | ) | | 669 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 9,202 | $ | | $ | (30 | ) | $ | | $ | 9,172 | |||||||||
|
|
|
|
|
|
|
|
|
|
During the six months ended June 30, 2015, $11.2 million of marketable securities were sold or matured, which did not have any associated material gross realized gains or losses. No marketable securities were sold or matured in the same period last year.
Note 4Goodwill
The changes in the carrying value of goodwill for the six months ended June 30, 2015 were as follows (in thousands):
Carrying Value |
||||
Balance at December 31, 2014 |
$ | 202,290 | ||
Translation adjustments |
(1,748 | ) | ||
|
|
|||
Balance at June 30, 2015 |
$ | 200,542 | ||
|
|
Translation adjustments reflect the impact of translating goodwill balances denominated in various foreign currencies to the U.S. Dollar. The $1.7 million translation adjustment resulted from a strengthening of the U.S. Dollar exchange rate versus other currencies during the six months ended June 30, 2015.
Note 5Other Intangibles, Net
Other intangibles are summarized as follows (in thousands, except weighted average amortization period):
9
Weighted Average Amortization Period (Years) |
Gross | Accumulated Amortization |
Net | |||||||||||||
Purchased technologies |
5.1 | $ | 49,254 | $ | (44,388 | ) | $ | 4,866 | ||||||||
Product development costs |
3.0 | 23,335 | (20,379 | ) | 2,956 | |||||||||||
|
|
|
|
|
|
|||||||||||
Developed technology sub-total |
72,589 | (64,767 | ) | 7,822 | ||||||||||||
Customer relationships |
6.4 | 40,541 | (33,740 | ) | 6,801 | |||||||||||
Other intangibles |
4.1 | 4,601 | (4,257 | ) | 344 | |||||||||||
|
|
|
|
|
|
|||||||||||
Other intangibles sub-total |
45,142 | (37,997 | ) | 7,145 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2015 |
$ | 117,731 | $ | (102,764 | ) | $ | 14,967 | |||||||||
|
|
|
|
|
|
Weighted Average Amortization Period (Years) |
Gross | Accumulated Amortization |
Net | |||||||||||||
Purchased technologies |
5.1 | $ | 50,152 | $ | (43,195 | ) | $ | 6,957 | ||||||||
Product development costs |
3.0 | 22,423 | (19,314 | ) | 3,109 | |||||||||||
|
|
|
|
|
|
|||||||||||
Developed technology sub-total |
72,575 | (62,509 | ) | 10,066 | ||||||||||||
Customer relationships |
6.4 | 40,783 | (32,577 | ) | 8,206 | |||||||||||
Other intangibles |
4.1 | 4,629 | (4,098 | ) | 531 | |||||||||||
|
|
|
|
|
|
|||||||||||
Other intangibles sub-total |
45,412 | (36,675 | ) | 8,737 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2014 |
$ | 117,987 | $ | (99,184 | ) | $ | 18,803 | |||||||||
|
|
|
|
|
|
The changes in the carrying value of other intangibles during the six months ended June 30, 2015 are summarized as follows (in thousands):
Gross | Accumulated Amortization |
Net | ||||||||||
Balance at December 31, 2014 |
$ | 117,987 | $ | (99,184 | ) | $ | 18,803 | |||||
Additions |
912 | | 912 | |||||||||
Amortization |
| (4,755 | ) | (4,755 | ) | |||||||
Translation adjustments |
(1,168 | ) | 1,175 | 7 | ||||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2015 |
$ | 117,731 | $ | (102,764 | ) | $ | 14,967 | |||||
|
|
|
|
|
|
Based on the carrying amount of other intangibles as of June 30, 2015, the estimated future amortization is as follows (in thousands):
10
Six Months Ending December 31 2015 |
||||||||||||||||||||||||||||
Years Ending December 31 | ||||||||||||||||||||||||||||
2016 | 2017 | 2018 | 2019 | Thereafter | Total | |||||||||||||||||||||||
Developed technology |
$ | 2,962 | $ | 3,839 | $ | 927 | $ | 94 | $ | | $ | | $ | 7,822 | ||||||||||||||
Other intangibles |
1,595 | 2,699 | 1,863 | 921 | 67 | | 7,145 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 4,557 | $ | 6,538 | $ | 2,790 | $ | 1,015 | $ | 67 | $ | | $ | 14,967 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6Debt
On June 12, 2013, Advent entered into an Amended and Restated Credit Agreement (the Restated Credit Agreement). The Restated Credit Agreement amended and restated Advents prior Credit Agreement, dated November 30, 2011. The Restated Credit Agreement provides for (i) a $200 million revolving credit facility, with a $25 million letter of credit sublimit and a $10 million swingline loan sublimit and (ii) a $225 million term loan facility. Advent may request revolving loans, swingline loans or the issuance of letters of credit until June 12, 2018, subject to demonstrating pro forma compliance with the financial covenant requirement under the Restated Credit Agreement. The Restated Credit Agreement also contains an incremental facility permitting Advent, subject to certain requirements, to arrange with the Lenders and/or new lenders for up to an aggregate of $75 million in additional commitments in the form of revolving loans or term loans. The proceeds of the revolving loans and term loans under the Restated Credit Agreement may be used for general purposes, including to finance dividends, repurchase common shares, finance acquisitions, or to finance other investments.
Minimum principal payments with respect to the term loans are due in 20 equal consecutive quarterly principal installments of $5.0 million, commencing on September 13, 2013, with the remaining outstanding principal balance and all accrued and unpaid interest due on June 12, 2018. Principal payments with respect to the revolving loans, together with all accrued and unpaid interest, are due on June 12, 2018. Advent may prepay the term loans and revolving loans at any time without penalty.
The revolving loans and term loans bear interest, at Advents option, at the alternate base rate plus a margin of 0.25% to 1.25% or an adjusted LIBOR rate (based on one, two, three or six-month interest periods) plus a margin of 1.25% to 2.25%, in each case with such margin being determined based on the consolidated leverage ratio for the preceding four fiscal quarter period. The alternate base rate means the highest of (i) the Agents prime rate, (ii) the federal funds rate plus a margin equal to 0.50% and (iii) the adjusted LIBOR rate for a one-month interest period plus a margin equal to 1.00%. Swingline loans accrue interest at a per annum rate based on the alternate base rate plus the applicable margin for alternate base rate loans. Advent is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for a credit facility of this size and type.
The obligations under the Restated Credit Agreement are guaranteed by Advents present and future domestic subsidiaries, subject to certain exceptions. The loan is secured by substantially all of the assets of Advent and the guarantors party thereto, including all of the capital stock of Advents domestic subsidiaries and 66% of the capital stock of Advents or a guarantors first-tier foreign subsidiaries.
The Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict Advent and its subsidiaries ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, pay dividends or make distributions, make investments, make acquisitions, prepay certain indebtedness, enter into certain transactions with affiliates, enter into sale and leaseback transactions, enter into swap agreements and enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. Advent is also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio.
The following is a summary of the Companys outstanding debt balances (in thousands):
June 30 2015 |
December 31 2014 |
|||||||
Term loan facility |
$ | 185,000 | $ | 195,000 | ||||
Revolving credit facility |
| 25,000 | ||||||
|
|
|
|
|||||
Total |
$ | 185,000 | $ | 220,000 | ||||
|
|
|
|
Advent was in compliance with all associated covenants as of June 30, 2015 as follows:
11
Covenant |
Covenant Requirement |
Ratio Calculation as of June 30, 2015 |
||||
Leverage ratio (1) |
Maximum 3.50x (2) | 1.6x | ||||
Interest coverage ratio (3) |
Minimum 2.5x | 19.3x |
(1) | Calculated as the ratio of total debt to EBITDA, as defined by the Restated Credit Agreement, for the period of four consecutive fiscal quarters on the measurement date. |
(2) | The leverage ratio covenant requirement lowers to a maximum of 3.25x on June 30, 2016. |
(3) | Calculated as the ratio of EBITDA to interest expense, as defined by the Restated Credit Agreement, for the period of four consecutive fiscal quarters on the measurement date. |
The Restated Credit Agreement includes customary events of default that include, among other things, non-payment defaults, defaults due to the inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, defaults due to an unenforceability of the security documents or guarantees, and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Restated Credit Agreement. A default interest rate will apply on all obligations during the existence of a payment event of default under the Restated Credit Agreement at a per annum rate equal to 2.00% above the otherwise applicable interest rate.
Note 7Stockholders Deficit
Accumulated Other Comprehensive Income
The following is a summary of the components of accumulated other comprehensive income, net of related taxes:
June 30 2015 |
December 31 2014 |
|||||||
Accumulated foreign currency translation adjustments |
$ | 1,635 | $ | 3,491 | ||||
Accumulated net unrealized loss on marketable securities |
| (18 | ) | |||||
|
|
|
|
|||||
Accumulated other comprehensive income, net of taxes |
$ | 1,635 | $ | 3,473 | ||||
|
|
|
|
Note 8Fair Value Measurements
The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level Input |
Input Definition | |
Level 1 |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
Level 2 |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. | |
Level 3 |
Unobservable inputs that reflect managements best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly.
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, dividends payable and accrued liabilities approximate fair value
12
based on the short-term maturities of these instruments. The carrying amount of debt approximates fair value as the underlying variable interest rate approximates current market rates and the Companys credit risk has not changed significantly since the date of issuance. At June 30, 2015 and December 31, 2014, Advent had outstanding debt of $185.0 million and $220.0 million, respectively, which was valued using Level 2 inputs.
There were no transfers between Level 1 and Level 2 assets during the six months ended June 30, 2015, and Advent does not have any significant assets or liabilities that utilize unobservable or Level 3 inputs.
Note 9Stock-Based Compensation
Stock-Based Compensation Expense
Stock-based compensation expense related to stock options, stock appreciation rights (SARs), employee stock purchase plan (ESPP) shares, and restricted stock units (RSUs) was recognized using the straight-line attribution approach in the Companys condensed consolidated statements of operations for the periods presented as follows (in thousands):
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Statement of operations classification |
||||||||
Cost of recurring revenues |
$ | 1,574 | $ | 1,676 | ||||
Cost of non-recurring revenues |
621 | 729 | ||||||
|
|
|
|
|||||
Total cost of revenues |
2,195 | 2,405 | ||||||
Sales and marketing |
4,825 | 5,296 | ||||||
Product development |
3,261 | 3,848 | ||||||
General and administrative |
3,103 | 3,763 | ||||||
|
|
|
|
|||||
Total operating expenses |
11,189 | 12,907 | ||||||
|
|
|
|
|||||
Total stock-based employee compensation expense |
13,384 | 15,312 | ||||||
Tax effect on stock-based employee compensation expense |
(5,148 | ) | (5,908 | ) | ||||
|
|
|
|
|||||
Effect on net income from continuing operations, net of tax |
$ | 8,236 | $ | 9,404 | ||||
|
|
|
|
Equity Award Activity
The Companys stock option and SAR activity for the six months ended June 30, 2015 was as follows:
Number of Shares (in thousands) |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
Outstanding at December 31, 2014 |
5,076 | $ | 17.38 | |||||||||||||
Options & SARs granted |
2,213 | $ | 43.55 | |||||||||||||
Options & SARs exercised |
(1,325 | ) | $ | 14.50 | ||||||||||||
Options & SARs canceled |
(156 | ) | $ | 32.60 | ||||||||||||
|
|
|
|
|||||||||||||
Outstanding at June 30, 2015 |
5,808 | $ | 27.60 | 7.54 | $ | 96,482 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable at June 30, 2015 |
2,205 | $ | 15.22 | 5.14 | $ | 63,910 | ||||||||||
|
|
|
|
|
|
|
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the Companys closing stock price of $44.21 on June 30, 2015 for options and SARs that were in-the-money as of that date.
13
The Companys RSU activity for the six months ended June 30, 2015 was as follows:
Number of Shares (in thousands) |
Weighted Average Grant Date Fair Value |
|||||||
Outstanding and unvested at December 31, 2014 |
1,481 | $ | 22.71 | |||||
RSUs granted |
40 | $ | 43.45 | |||||
RSUs vested |
(289 | ) | $ | 29.04 | ||||
RSUs canceled |
(83 | ) | $ | 28.72 | ||||
|
|
|
|
|||||
Outstanding and unvested at June 30, 2015 |
1,149 | $ | 22.41 | |||||
|
|
|
|
The weighted average grant date fair value of RSUs was determined based on the closing market price of the Companys common stock on the date of the award. The aggregate intrinsic value of RSUs outstanding at June 30, 2015 was $50.8 million based on the Companys closing stock price of $44.21 per share on that date.
Note 10Income Taxes
The following table summarizes the activity relating to the Companys unrecognized tax benefits during the six months ended June 30, 2015 (in thousands):
Total | ||||
Balance at December 31, 2014 |
$ | 16,387 | ||
Gross increases related to current period tax positions |
264 | |||
|
|
|||
Balance at June 30, 2015 |
$ | 16,651 | ||
|
|
At June 30, 2015 and December 31, 2014, Advent had gross unrecognized tax benefits of $16.7 million and $16.4 million, respectively. During the six months ended June 30, 2015, the Company increased the amount of unrecognized tax benefits by approximately $259,000 relating to state research credits. If recognized, the total unrecognized tax benefits would decrease Advents tax provision and increase net income by approximately $13.7 million. The impact on net income reflects the liabilities for unrecognized tax benefits, net of the federal tax benefit of state income tax items. The Companys liabilities for unrecognized tax benefits relate primarily to federal research credits, state research credits and enterprise zone tax credits and various state net operating losses.
Advent is subject to taxation in the U.S. and various states and jurisdictions outside the U.S. Advent is currently undergoing a State of California franchise tax examination for the 2006 and 2007 tax years, and New York State for the 2011 and 2013 tax years. At June 30, 2015, Advent was not under examination in any other income tax jurisdiction and at the present time does not anticipate the total amount of its unrecognized tax benefits to significantly change over the next 12 months. The material jurisdictions that are subject to examination by tax authorities include federal for tax years after 2009 and California for tax years after 2005.
As of June 30, 2015, Advent made no provision for a cumulative total of $26.2 million of undistributed earnings for certain non-U.S. subsidiaries, which are deemed to be permanently reinvested.
On July 8, 2015, Advent completed the merger contemplated by and among Advent, SS&C Technologies Holdings, Inc., and Arbor Acquisition Company, Inc., as described in Note 15Subsequent Events. We will further analyze the tax impact of our transaction related costs in the third quarter of fiscal 2015.
Note 11Discontinued Operation
During 2009, the Company discontinued the operations of its wholly-owned subsidiary, MicroEdge, Inc. (MicroEdge). In connection with the sale of MicroEdge, the Company vacated its MicroEdge facilities in New York and entered into a sub-lease agreement with the purchaser, whereby the purchaser contracted to sub-lease the premises through the end of the amended lease term in November 2018.
The following table sets forth an analysis of the components of the restructuring charges related to the Companys discontinued operation and the payments and non-cash charges made against the accrual during the six months ended June 30, 2015 (in thousands):
14
Facility Exit Costs |
||||
Balance of restructuring accrual at December 31, 2014 |
$ | 2,742 | ||
Restructuring charges |
24 | |||
Cash payments |
(335 | ) | ||
Adjustment of prior restructuring costs |
40 | |||
|
|
|||
Balance of restructuring accrual at June 30, 2015 |
$ | 2,471 | ||
|
|
The remaining restructuring accrual of $2.5 million at June 30, 2015 is included in Current and Noncurrent liabilities of discontinued operation in the accompanying condensed consolidated balance sheet and primarily consists of facility exit costs that will be paid over the remaining lease term through November 2018.
Note 12Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):
Six Months Ended June 30 | ||||||||
2015 | 2014 | |||||||
Numerator: |
||||||||
Net income (loss): |
||||||||
Continuing operations |
$ | 11,637 | $ | 23,562 | ||||
Discontinued operation |
(39 | ) | (37 | ) | ||||
|
|
|
|
|||||
Total operations |
$ | 11,598 | $ | 23,525 | ||||
|
|
|
|
|||||
Denominator: |
||||||||
Denominator for basic net income (loss) per shareweighted average shares outstanding |
52,655 | 51,314 | ||||||
Dilutive common equivalent shares: |
||||||||
Employee stock options and other |
2,496 | 2,172 | ||||||
|
|
|
|
|||||
Denominator for diluted net income (loss) per shareweighted average shares outstanding, assumingexercise of potential dilutive common equivalent shares |
55,151 | 53,486 | ||||||
|
|
|
|
|||||
Net income (loss) per share(1): |
||||||||
Basic: |
||||||||
Continuing operations |
$ | 0.22 | $ | 0.46 | ||||
Discontinued operation |
(0.00 | ) | (0.00 | ) | ||||
|
|
|
|
|||||
Total operations |
$ | 0.22 | $ | 0.46 | ||||
|
|
|
|
|||||
Diluted: |
||||||||
Continuing operations |
$ | 0.21 | $ | 0.44 | ||||
Discontinued operation |
(0.00 | ) | (0.00 | ) | ||||
|
|
|
|
|||||
Total operations |
$ | 0.21 | $ | 0.44 | ||||
|
|
|
|
(1) | Net income (loss) per share is based on actual calculated values and totals may not sum due to rounding. |
Weighted average stock options, SARs and RSUs of approximately 0.9 million shares for the six months ended June 30, 2015 were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive. Similarly, weighted average stock options, SARs and RSUs of 1.3 million were excluded in the comparable period of 2014.
Note 13Commitments and Contingencies
Lease Obligations
15
On January 28, 2015, the Company entered into a definitive amendment to its San Francisco headquarters lease whereby the term of the lease has been extended for an additional ten years commencing on November 1, 2016 and ending on October 31, 2026, whereby the Companys total leased space will be reduced from approximately 158,000 square feet to approximately 129,000 square feet by November 1, 2016. This lease extension will result in total operating lease payments of approximately $71 million over the extension term.
Advents office space and equipment leased under non-cancelable operating lease agreements expire at various dates through October 2026. Some operating leases contain escalation provisions for adjustments in the consumer price index. Advent is responsible for maintenance, insurance, utilities and property taxes. Excluding leases and associated sub-leases for MicroEdge facilities, as of June 30, 2015, Advents remaining operating lease commitments through 2026 were approximately $96.4 million.
On October 1, 2009, Advent completed the sale of the Companys MicroEdge subsidiary. At June 30, 2015, the gross operating lease commitments and sub-lease income related to this discontinued operation facility totaled $4.5 million and $2.0 million, respectively.
Indemnifications
As permitted or required under Delaware law and to the maximum extent allowable under that law, Advent has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at Advents request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments Advent could be required to make under these indemnification obligations is unlimited; however, Advent has a director and officer insurance policy that mitigates Advents exposure and enables Advent to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is minimal.
Legal Contingencies
From time to time, in the course of its operations, the Company is a party to litigation matters and claims, including claims related to employee relations, business practices and other matters, but does not consider these matters to be material either individually or in the aggregate at this time. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Companys view of these matters may change in the future as the litigation and related events unfold. An unfavorable outcome in any legal matter, if material, could have a material adverse effect on the Companys financial position, liquidity or results of operations in the period in which the unfavorable outcome occurs and potentially in future periods.
Advent reviews the status of each litigation matter or other claim and records a provision for a liability when it is considered both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of loss or range of loss, discloses that the amount is immaterial (if true), or discloses that an estimate of loss cannot be made. In assessing potential loss contingencies, the Company considers a number of factors, including those listed in the Financial Accounting Standards Boards Accounting Standards Codification (ASC) 450-20, ContingenciesLoss Contingencies, regarding assessing the probability of a loss occurring and assessing whether a loss is reasonably estimable. The Company expenses legal fees as incurred.
Following the announcement of the proposed merger, three putative class action complaints challenging the transactions contemplated by the Merger Agreement were filed by purported Advent stockholders in the Court of Chancery of the State of Delaware (the Court) against Advent, the Board of Directors, SS&C, and Merger Sub (Defendants). The complaints were captioned Chitwood v. Advent Software, Inc., et al., Case No. 10623-VCL, City of Atlanta Firefighters Pension Fund v. David Peter F. Hess, Jr., et al., Case No. 10633-VCL, and Klein v. Advent Software, Inc., et al., Case No. 10670-VCL. The complaints were consolidated into a single action by a February 25, 2015 court order and captioned In re Advent Software, Inc., C.A. No. 10623-VCL (the Consolidated Action). On February 27, 2015, plaintiffs filed a Verified Consolidated Amended Class Action Complaint (the Consolidated Complaint). The Consolidated Complaint generally alleges, among other things, that the Board of Directors breached its fiduciary duties to Advents stockholders by engaging in a flawed sales process, agreeing to a transaction price that does not adequately compensate Advent stockholders, agreeing to certain deal protection provisions in the Merger Agreement that the plaintiffs allege impeded or precluded a potential topping bid, and allegedly failing to disclose material information regarding the proposed merger. The Consolidated Complaint also asserts that Advent, SS&C, and Merger Sub aided and abetted the Board of Directors breaches of fiduciary duties. The Consolidated Complaint sought to enjoin the merger or, alternatively, an award of rescissory or other compensatory damages in the event it is consummated, as well as attorneys fees and costs.
16
On March 4, 2015, plaintiffs filed a motion for an order preliminarily enjoining the Advent stockholder vote on the adoption of the Merger Agreement and approval of the Merger. The Court scheduled a hearing on plaintiffs motion for April 10, 2015.
On April 1, 2015, following expedited discovery, the parties to the Consolidated Action entered into a memorandum of understanding (MOU) setting forth the terms of a settlement of the Consolidated Action. Pursuant to the MOU, defendants agreed to make certain supplemental disclosures demanded by plaintiffs in the Consolidated Action via a Form 8-K filed on April 1, 2015, without admitting any wrongdoing or that these supplemental disclosures were material or required to be made. The MOU further provided that, among other things, (a) the plaintiffs in the Consolidated Action would withdraw their motion to preliminarily enjoin the shareholder vote on the proposed merger; (b) the parties will negotiate a definitive stipulation of settlement (the Stipulation) and will submit the Stipulation to the Court for review and approval; (c) the Stipulation will provide for dismissal of the Consolidated Action with prejudice; (d) the Stipulation will include a release of defendants of claims relating to, among other things, the merger and the Merger Agreement; and (e) the settlement is conditioned on, among other things, consummation of the merger, completion of confirmatory discovery, class certification, and final approval of the settlement by the Court after notice to the Advents stockholders. On April 1, 2015, plaintiffs withdrew their motion to preliminarily enjoin the shareholder vote on the proposed merger.
Defendants believe that the allegations and claims in the Consolidated Action are without merit and, if the settlement does not receive final approval, intend to defend against them vigorously. Defendants entered into the settlement solely to eliminate the burden and expense of further litigation and to put the claims that were or could have been asserted to rest. The settlement will not affect the timing of the merger or the amount or form of consideration to be paid in the merger.
Management believes that any potential losses associated with the legal proceedings regarding the merger are neither probable nor reasonably estimable at this time and accordingly has not accrued any amounts for any potential loss.
Based on currently available information, the Companys management does not believe that the ultimate outcome of unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Companys financial position, results of operations or cash flows.
Note 14Restructuring Charges
Restructuring charges of $9.1 million during the six months ended June 30, 2015 were primarily due to employee termination benefits of $8.5 million associated with a reorganization plan approved in the first quarter of 2015 to improve operating results. As a result of this restructuring activity, Advent expects annual operating expense run rate savings of approximately $16 million that will be used to fund investments in other areas of the business to improve productivity, efficiency and client experience. Additionally in the first half of 2015, Advent recognized exit costs of $0.6 million due to adjustments to assumptions associated with the exit of certain San Francisco office space originally initiated in the third quarter of 2014.
The remaining restructuring accrual of $7.0 million at June 30, 2015 is included in Accrued liabilities in the accompanying condensed consolidated balance sheet. The following table sets forth an analysis of the changes in the restructuring accrual during the six months ended June 30, 2015 (in thousands):
Facility Exit Costs |
Severance & Benefits |
Total | ||||||||||
Balance of restructuring accrual at December 31, 2014 |
$ | 60 | $ | | $ | 60 | ||||||
Restructuring charges |
652 | 8,496 | 9,148 | |||||||||
Cash payments |
(140 | ) | (2,072 | ) | (2,212 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance of restructuring accrual at June 30, 2015 |
$ | 572 | $ | 6,424 | $ | 6,996 | ||||||
|
|
|
|
|
|
Note 15Subsequent Events
Acquisition of Advent by SS&C:
On July 8, 2015, Advent completed the merger contemplated by the Agreement and Plan of Merger (the Merger Agreement), dated as of February 2, 2015, by and among Advent, SS&C Technologies Holdings, Inc., a Delaware corporation (SS&C) and Arbor Acquisition Company, Inc., a Delaware corporation and wholly owned subsidiary of SS&C (Merger Subsidiary). Pursuant to the Merger Agreement, Advent was acquired by SS&C through a merger of Merger Subsidiary with and into Advent (the Merger), with Advent surviving the Merger as a wholly-owned subsidiary of SS&C (the Surviving Corporation).
17
At the effective time of the Merger (the Effective Time), (i) each outstanding share of Advent common stock (Advent Stock) was converted into the right to receive $44.25 in cash, without interest (the Merger Consideration), (ii) each outstanding stock option, stock appreciation right (SAR) and restricted stock unit (RSU) relating to shares of Advent Stock that were vested (or became vested in accordance with its terms) as of the Effective Time were cancelled and converted into the right to receive the Merger Consideration with respect to each share of Advent Stock subject to such award (in the case of stock options and SARs, less the applicable exercise price per share of Advent Stock), (iii) each outstanding stock option, SAR and RSU relating to shares of Advent Stock that were unvested as of the Effective Time were converted into a stock option, SAR or RSU, as applicable, with respect to shares of common stock of SS&C based on the exchange ratio set forth in the Merger Agreement and otherwise continue to be subject to the same terms and conditions applicable to such award and (iv) each outstanding performance-based restricted stock unit (PSU) relating to shares of Advent Stock became vested and was settled in cash based on attained performance through the Effective Time.
On July 8, 2015, in connection with the Merger, Advent Software, Inc., a Delaware corporation (Advent), (i) repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, except for one outstanding letter of credit, under the Amended and Restated Credit Agreement, dated as of June 12, 2013 (as further amended, amended and restated, modified or supplemented through the date hereof, the Existing Credit Agreement), by and among Advent, as borrower, the lenders from time to time party thereto, Capital One, National Association, Comerica Bank, Compass Bank, Fifth Third Bank, HSBC Bank USA, N.A., Regions Bank, National Association, U.S. Bank National Association, Wells Fargo Bank, N.A., collectively, the co-documentation agents, Bank of America, N.A., as syndication agent and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and (ii) terminated all commitments under the Existing Credit Agreement.
Subsequent events were evaluated through September 17, 2015, which is the date these financial statements were available to be issued.
18
Exhibit 99.3
SS&C Technologies Holdings, Inc.
Unaudited Pro Forma Combined Condensed Financial Statements
On July 8, 2015, SS&C Technologies Holdings, Inc. (the Company) acquired substantially all of the outstanding stock of Advent Software, Inc. (Advent). The Company paid approximately $2.6 billion to acquire Advent. The acquisition was funded with a combination of the Companys existing cash resources and new debt financing.
The following unaudited pro forma combined condensed consolidated financial information presents the unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014, after giving effect to the transactions and adjustments as described in the accompanying notes. The unaudited pro forma combined condensed consolidated financial information includes the historical results of the Company and Advent, after giving pro forma effect to:
| the consummation of the Advent acquisition, |
| the incurrence of $2.48 billion under the Senior Credit Facilities, |
| the issuance of the notes in an aggregate principal amount of $600 million, |
| the repayment of $656 million of existing SS&C and Advent debt, and |
| the payment of expenses and fees related to each of the above. |
The Companys Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2015 is based upon the historical unaudited balance sheet of the Company as of June 30, 2015, as filed with the Securities and Exchange Commission (the SEC) in its Quarterly Report on Form 10-Q on July 29, 2015 (the Second Quarter 10-Q), combined with the unaudited historical balance sheet of Advent as of June 30, 2015, attached as Exhibit 99.2 to this Amendment No. 1 (the 8-K Amendment) on Form 8-K/A to the Companys Current Report (the Original 8-K) on Form 8-K, as filed with the SEC on July 8, 2015, coupled with the pro forma impact of applying the acquisition method of accounting and other related adjustments included therein based upon available information and assumptions that the Company believes are reasonable. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the acquisition of Advent had occurred on June 30, 2015.
Certain financial statement line items included in Advents historical presentation have been condensed to conform to corresponding financial statement line items included in SS&Cs historical presentation, including condensing other intangibles, net, non-current assets of discontinued operations, and other assets into intangible and other assets, net. Current liabilities of discontinued operations were condensed into other accrued expenses. Non-current liabilities of discontinued operations were condensed into other long term liabilities.
The Companys Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2015 is based upon the historical unaudited statement of operations of the Company for the six months ended June 30, 2015 (as filed with the SEC in the Second Quarter 10-Q), combined with the historical unaudited statement of operations of Advent for the six months ended June 30, 2015, attached as Exhibit 99.2 to the 8-K Amendment. The Companys Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014 is based upon the historical audited statement of operations of the Company for the year ended December 31, 2014, as filed with the SEC in its Annual Report on Form 10-K on February 26, 2015, combined with the historical audited statement of operations of Advent for the year ended December 31, 2014, as filed with the SEC in Advents Annual Report on Form 10-K on February 24, 2015. Pro forma adjustments included therein are based upon available information and assumptions that the Company believes are reasonable. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 depict the effect of the acquisition of Advent as if the transaction had occurred on January 1, 2014.
Certain historical financial statement line items for Advent and SS&C, including sales and marketing expense, general and administrative expense, and Advents amortization of other intangibles, have been condensed into selling, general, and administrative expense.
The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the acquisition, are factually supportable, and with respect to the Unaudited Pro Forma Condensed Consolidated Statement of Operations, expected to have a continuing impact on the combined results of the Company and Advent. The assumptions used to prepare the Unaudited Pro Forma Condensed Consolidated Financial Statements (Pro Forma Financial Statements) are contained in the accompanying notes and should be reviewed in their entirety. The Pro Forma Financial Statements reflect an illustrative allocation of the purchase price to the assets and liabilities acquired based on currently available information. The purchase price allocation as of the July 8, 2015 acquisition date and the resulting effect on income from operations and our balance sheet will differ from the pro forma amounts included herein and will be included in our Quarterly Report on Form 10-Q for the third quarter of 2015. The Pro Forma Financial Statements are for informational purposes only. These Pro Forma Financial Statements are not necessarily indicative of future results or of actual results that would have been achieved had the Advent acquisition been consummated on the dates presented, and should not be taken as representative of future consolidated operating results of the Company. The Pro Forma Financial Statements do not reflect any operating efficiencies or cost savings that the Company may achieve, or any additional expenses that the Company may incur, with respect to the combined companies.
The Advent acquisition is reflected in the unaudited pro forma combined condensed financial statements as a business combination using the acquisition method of accounting, in accordance with ASC 805, Business Combinations, under accounting principles generally accepted in the United States (GAAP). Under these accounting standards, the total purchase consideration was calculated as described in Note 2 to the unaudited pro forma combined condensed financial information, and the assets acquired and the liabilities assumed have been presented at their preliminary estimated fair value. For the purpose of measuring the preliminary estimated fair value of the assets acquired and liabilities assumed, management has applied the accounting guidance under GAAP for fair value measurements, using established valuation techniques. This guidance establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
Unaudited Pro Forma Combined Condensed Statement of Operations | ||||||||||||||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||||||
Historical SS&C Technologies |
Historical Advent |
Pro Forma Adjustments |
Debt Offerings Pro Forma Adjustments |
Pro Forma Combined Condensed |
||||||||||||||||
(in thousands, except for earnings per share data) | ||||||||||||||||||||
Revenues |
$ | 418,503 | $ | 208,033 | $ | (7,196 | )(H) | $ | 619,340 | |||||||||||
Cost of revenues |
221,810 | 63,119 | 45,492 | (A),(B) | 330,421 | |||||||||||||||
Operating expenses: |
||||||||||||||||||||
Selling, general & administrative |
58,081 | 61,285 | (1,712 | )(C),(G) | 117,654 | |||||||||||||||
Research and development |
37,128 | 38,099 | 75,227 | |||||||||||||||||
Transaction-related fees |
| 13,956 | (13,956 | )(J) | | |||||||||||||||
Restructuring charges |
9,148 | 9,148 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
95,209 | 122,488 | (15,668 | ) | | 202,029 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from operations |
101,484 | 22,426 | (37,020 | ) | | 86,890 | ||||||||||||||
Interest income (expense), net |
(11,019 | ) | (2,692 | ) | (55,770 | )(D),(E),(F) | (69,481 | ) | ||||||||||||
Other income (expense), net |
(1,671 | ) | (67 | ) | (1,738 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
88,794 | 19,667 | (37,020 | ) | (55,770 | ) | 15,671 | |||||||||||||
Provision (benefit) for income taxes |
23,420 | 8,030 | (14,438 | )(I) | (21,750 | )(I) | (4,738 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | 65,374 | $ | 11,637 | $ | (22,582 | ) | $ | (34,020 | ) | $ | 20,409 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings per share |
$ | 0.77 | $ | 0.22 | ||||||||||||||||
Basic weighted average number of common shares outstanding |
84,837 | 91,093 | (K) | |||||||||||||||||
Diluted earnings per share |
$ | 0.73 | $ | 0.21 | ||||||||||||||||
Diluted weighted average number of common and common equivalent shares outstanding |
88,987 | 95,243 | (K) |
See accompanying notes, including Note 3.
Unaudited Pro Forma Combined Condensed Statement of Operations | ||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Historical SS&C |
Historical Advent |
Pro Forma Adjustments |
Debt Offerings Pro Forma Adjustments |
Pro Forma Combined Condensed |
||||||||||||||||
(in thousands, except earnings per share data) | ||||||||||||||||||||
Revenues |
$ | 767,861 | $ | 396,820 | $ | (83,419 | )(H) | $ | 1,081,262 | |||||||||||
Cost of revenues |
410,731 | 117,521 | 90,532 | (A),(B) | 618,784 | |||||||||||||||
Operating expenses: |
||||||||||||||||||||
Selling, general & administrative |
99,471 | 121,397 | 6,200 | (C),(G) | 227,068 | |||||||||||||||
Research and development |
57,287 | 69,532 | 126,819 | |||||||||||||||||
Restructuring charges |
4,628 | 4,628 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
156,758 | 195,557 | 6,200 | | 358,515 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from operations |
200,372 | 83,742 | (180,151 | ) | | 103,963 | ||||||||||||||
Interest income (expense), net |
(25,472 | ) | (7,251 | ) | (107,348 | )(D),(E),(F) | (140,071 | ) | ||||||||||||
Other income (expense), net |
2,754 | 290 | 3,044 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
177,654 | 76,781 | (180,151 | ) | (107,348 | ) | (33,064 | ) | ||||||||||||
Provision (benefit) for income taxes |
46,527 | 26,518 | (70,259 | )(I) | (41,866 | )(I) | (39,080 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | 131,127 | $ | 50,263 | $ | (109,892 | ) | $ | (65,482 | ) | $ | 6,016 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings per share |
$ | 1.57 | $ | 0.07 | ||||||||||||||||
Basic weighted average number of common shares outstanding |
83,314 | 90,037 | (J) | |||||||||||||||||
Diluted earnings per share |
$ | 1.50 | $ | 0.06 | ||||||||||||||||
Diluted weighted average number of common and common equivalent shares outstanding |
87,331 | 94,054 | (J) |
See accompanying notes, including Note 4.
Unaudited Pro Forma Combined Condensed Balance Sheet | ||||||||||||||||||||
As of June 30, 2015 | ||||||||||||||||||||
Historical SS&C |
Historical Advent |
Advent Pro Forma Adjustments |
Debt Offerings Pro Forma Adjustments |
Pro Forma Combined Condensed |
||||||||||||||||
(in thousands) | ||||||||||||||||||||
Current Assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 729,808 | $ | 29,840 | $ | (2,616,479 | )(D) | $ | 2,524,003 | (A) | $ | 667,172 | ||||||||
Accounts receivable, net |
94,733 | 60,954 | 155,687 | |||||||||||||||||
Prepaid expenses and other current assets |
13,789 | 29,409 | 43,198 | |||||||||||||||||
Prepaid income taxes |
5,090 | | 2,680 | (B) | 7,770 | |||||||||||||||
Deferred income taxes |
2,857 | 33,790 | 36,647 | |||||||||||||||||
Restricted cash |
1,478 | | 1,478 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
847,755 | 153,993 | (2,616,479 | ) | 2,526,683 | 911,952 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net property, plant, and equipment |
51,324 | 23,482 | 74,806 | |||||||||||||||||
Deferred income taxes |
1,892 | 18,267 | 20,159 | |||||||||||||||||
Goodwill |
1,558,785 | 200,542 | 1,761,409 | (I) | 3,520,736 | |||||||||||||||
Intangible and other assets, net |
376,615 | 27,730 | 1,116,882 | (G),(H) | 40,745 | (B) | 1,561,972 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
$ | 2,836,371 | $ | 424,014 | $ | 261,812 | $ | 2,567,428 | $ | 6,089,625 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current Liabilities: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 17,224 | $ | 20,000 | $ | (20,000 | )(D) | $ | 8,876 | (C) | $ | 26,100 | ||||||||
Accounts payable |
8,659 | 5,855 | 14,514 | |||||||||||||||||
Accrued employee compensation and benefits |
28,030 | | 28,030 | |||||||||||||||||
Other accrued expenses |
29,504 | 45,470 | 37,460 | (F) | 112,434 | |||||||||||||||
Deferred revenue |
67,280 | 191,282 | (104,576 | )(J) | 153,986 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
150,697 | 262,607 | (87,116 | ) | 8,876 | 335,064 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Deferred revenues, long-term |
5,443 | 5,443 | ||||||||||||||||||
Long-term debt |
448,382 | 165,000 | (165,000 | )(D) | 2,593,593 | (C) | 3,041,975 | |||||||||||||
Other long-term liabilities |
25,086 | 11,705 | 36,791 | |||||||||||||||||
Long-term income taxes payable |
9,513 | 9,513 | ||||||||||||||||||
Deferred income taxes |
94,692 | | 482,920 | (K) | (12,032 | )(B) | 565,580 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
718,857 | 454,268 | 230,804 | 2,590,437 | 3,994,366 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stockholders equity: |
||||||||||||||||||||
Class A common stock |
27 | 27 | ||||||||||||||||||
Common stock |
948 | 533 | (533 | )(E) | 948 | |||||||||||||||
Additional paid in capital |
1,704,701 | 86,215 | (74,461 | )(E),(D) | 1,716,455 | |||||||||||||||
Accumulated other comprehensive (loss) income |
(28,532 | ) | 1,635 | (1,635 | )(E) | (28,532 | ) | |||||||||||||
Retained earnings |
458,355 | (118,637 | ) | 107,637 | (E),(F) | (23,009 | )(B) | 424,346 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2,135,499 | (30,254 | ) | 31,008 | (23,009 | ) | 2,113,244 | ||||||||||||||
Less: cost of common stock in treasury, 786 shares |
(17,985 | ) | (17,985 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total stockholders equity (deficit) |
2,117,514 | (30,254 | ) | 31,008 | (23,009 | ) | 2,095,259 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 2,836,371 | $ | 424,014 | $ | 261,812 | $ | 2,567,428 | $ | 6,089,625 | ||||||||||
|
|
|
|
|
|
|
|
|
|
See accompanying notes, including Note 5.
Notes to Unaudited Pro Forma Combined Condensed Financial Information
Note 1The Transaction
On July 8, 2015, SS&C Technologies Holdings, Inc. (the Company) acquired substantially all of the outstanding stock of Advent Software, Inc. (Advent). The Company paid approximately $2.6 billion to acquire Advent. The acquisition was funded with a combination of the Companys existing cash resources and new debt financing.
Note 2Calculation of Estimated Consideration Transferred and Pro Forma Allocation of Consideration to Net Assets Acquired (in thousands)
Within the unaudited pro forma combined condensed financial statements as of June 30, 2015, the transaction has been accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed have been recorded at fair value, with the remaining purchase price recorded as goodwill. In addition, we have evaluated the treatment of share-based awards that will be exchanged at the acquisition date and determined that a portion of the fair value of the award is attributable to pre-combination services. The fair value attributable to pre-combination services has been included as non-cash consideration.
The following table summarizes the preliminary allocation of consideration to the net assets acquired as if the acquisition of Advent had occurred on June 30, 2015:
Purchase of Advents equity |
$ | 2,431,479 | ||
Repayment of existing indebtedness |
185,000 | |||
|
|
|||
Total cash consideration |
2,616,479 | |||
|
|
|||
Settlement of pre-existing relationship |
(622 | ) | ||
Fair value of replacement awards attributable to pre-combination services |
11,754 | |||
|
|
|||
Total purchase consideration |
$ | 2,627,611 | ||
|
|
|||
Purchase price allocated to: |
||||
Cash and short-term marketable securities |
$ | 29,840 | ||
Other assets |
173,514 | |||
Intangible assets |
1,137,000 | |||
Goodwill |
1,961,951 | |||
|
|
|||
Assets acquired |
3,302,305 | |||
|
|
|||
Deferred taxes, net |
(482,920 | ) | ||
Deferred revenue |
(92,149 | ) | ||
Other liabilities |
(99,625 | ) | ||
|
|
|||
Liabilities assumed |
(674,694 | ) | ||
|
|
|||
Total purchase price |
$ | 2,627,611 | ||
|
|
The estimated fair values are based on a pro forma acquisition date of June 30, 2015, and are for pro forma and illustrative purposes only. These amounts may not be representative or indicative of the estimated fair values that will be reported to give effect to the acquisition as of the actual acquisition date. Accordingly, the accounting and related amounts may change when they are included in the Companys financial statements.
Note 3Pro Forma Adjustments to the Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations for the Six Months ended June 30, 2015 (in thousands, except per share data and percentages)
(A) | Adjustment of $10,362 to record a net increase in amortization of acquired purchased technology. The amortization of $13,522 of purchased technology has been calculated based on a new fair value basis of $311,000, amortized over estimated lives of approximately 12 years, offset by the elimination of historical amortization of $3,160. |
(B) | Adjustment of $35,130 to record an increase in amortization of acquired customer relationships. The amortization of $35,130 of acquired customer relationship has been calculated based on a new fair value basis of $808,000, amortized over an estimated life of approximately 12 years. |
(C) | Adjustment of $648 to record a net decrease in amortization of acquired trade names. The amortization of $947 of acquired trade names has been calculated based on a new fair value basis of $18,000, amortized over an estimated useful life of approximately ten years. This adjustment is offset by the elimination of $1,595 of historical amortization. |
(D) | Adjustment of $54,295 to record increased interest expense related to the Senior Secured Credit Facilities and the Notes using a weighted average interest rate of 4.3%, which represents the current expected interest rate for the Senior Secured Credit Facilities which have a variable rate and the expected fixed rate for the Notes. Total estimated interest expense has been calculated as $65,420 less historical interest expense of $11,125. A change of one eighth of one percent (12.5 basis points) in the interest rate, to the extent that LIBOR is in excess of the 0.75% floor rate applicable to our Senior Secured Credit Facilities, would result in additional annual interest expense (if the interest rate increases) or a reduction to annual interest expense (if the interest rate decreases) of approximately $3,062. |
(E) | Adjustment of $1,301 to record increased interest expense related to the amortization of deferred financing fees. The amortization of deferred financing fees has been calculated based on $57,742, amortized over lives of five years and seven years for the Senior Secured Credit Facilities and eight years for the Notes, totaling $4,200, less historical amortization of deferred financing fees of $2,899. |
(F) | Adjustment of $174 to record an increase in amortization expense related to the amortization of OID on the Senior Secured Credit Facilities. The amortization of OID has been calculated based on $11,925 amortized over lives of five years and seven years of $874 less historical OID amortization of $700. |
(G) | Adjustment of $1,064 to record a decrease in stock compensation expense related to Advents equity compensation awards. The preliminary fair value of the stock options and restricted stock units was determined using the Black-Scholes option pricing model and will be recognized on a straight-line basis over the remaining service period. A portion of the preliminary fair value has been attributed to pre-combination services and included as part of total consideration for the Advent acquisition (see Note 2). |
(H) | Adjustment of $7,196 to record a decrease in revenues related to the write-down of acquired deferred revenues to fair value at the acquisition date. |
(I) | Adjustment of $36,188 to record a benefit for income taxes, calculated using a combined statutory tax rate of 39%. |
(J) | Adjustment of $13,956 to eliminate the impact of non-recurring transaction costs related to the Advent acquisition. |
(K) | Reflects the full weighting of the 6,723 shares of common stock sold in June 2015, as if the offering occurred on January 1, 2014, which represents the portion of the net proceeds used to fund the acquisition of Advent. |
Note 4Pro Forma Adjustments to the Unaudited Pro Forma Combined Condensed Consolidated Statement of Operations for the Year ended December 31, 2014 (in thousands, except per share data and percentages)
(A) | Adjustment of $20,271 to record a net increase in amortization of acquired purchased technology. The amortization of purchased technology of $27,043 has been calculated based on a new fair value basis of $311,000, amortized over estimated lives of approximately 12 years, offset by the elimination of historical amortization of $6,772. |
(B) | Adjustment of $70,261 to record an increase in amortization of acquired customer relationships. The amortization of acquired customer relationship of $70,261 has been calculated based on a new fair value basis of $808,000 amortized over an estimated life of approximately 12 years. |
(C) | Adjustment of $1,496 to record a net decrease in amortization of acquired trade names. The amortization of $1,895 of acquired trade names has been calculated based on a new fair value basis of $18,000 amortized over an estimated useful life of approximately ten years. This adjustment is offset by the elimination of $3,391 of historical amortization. |
(D) | Adjustment of $104,484 to record increased interest expense related to the Senior Secured Credit Facilities and the Notes using a weighted average interest rate of 4.3%, which represents the current expected interest rate for the Senior Secured Credit Facilities which have a variable rate and the expected fixed rate for the Notes. Total estimated interest expense has been calculated as $131,705 less historical interest expense of $27,221. A change of one eighth of one percent (12.5 basis points) in the interest rate, to the extent that LIBOR is in excess of the 0.75% floor rate applicable to our Senior Secured Credit Facilities, would result in additional annual interest expense (if the interest rate increases) or a reduction to annual interest expense (if the interest rate decreases) of approximately $2,932. |
(E) | Adjustment of $2,527 to record increased interest expense related to the amortization of deferred financing fees. The amortization of deferred financing fees has been calculated based on $57,742, amortized over lives of five years and seven years for the Senior Secured Credit Facilities and eight years for the Notes totaling $8,401, less historical amortization of deferred financing fees of $5,874. |
(F) | Adjustment of $337 to record an increase in amortization expense related to the amortization of OID on the Senior Secured Credit Facilities. The amortization of OID has been calculated based on $11,925 amortized over lives of five years and seven years of $1,748 less historical OID amortization of $1,411. |
(G) | Adjustment of $7,696 to record an increase in stock compensation expense related to Advents equity compensation awards. The preliminary fair value of the stock options and restricted stock units was determined using the Black-Scholes option pricing model and will be recognized on a straight-line basis over the remaining service period. A portion of the preliminary fair value has been attributed to pre-combination services and included as part of total consideration for the Advent acquisition (see Note 2). |
(H) | Adjustment of $83,419 to record a decrease in revenues related to the write-down of acquired deferred revenues to fair value at the acquisition date. |
(I) | Adjustment of $112,125 to record a benefit for income taxes calculated using a combined statutory tax rate of 39%. |
(J) | Reflects the full weighting of the 6,723 shares of common stock sold in June 2015, as if the offering occurred on January 1, 2014, which represents the portion of the net proceeds used to fund the acquisition of Advent. |
Note 5Pro Forma Adjustments to the Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet as of June 30, 2015 (in thousands, except per share data)
(A) | Adjustment to reflect the net proceeds from the Senior Secured Credit Facilities and the issuance of the Notes, as summarized below. |
Sources: |
||||
Senior Secured Credit Facilities |
$ | 2,480,000 | ||
Notes |
600,000 | |||
|
|
|||
$ | 3,080,000 | |||
|
|
|||
Uses: |
||||
Repayment of SS&Cs total debt |
$ | 471,000 | ||
New financing costs and OID |
84,997 | |||
|
|
|||
555,997 | ||||
|
|
|||
Adjustment to record net proceeds from the Senior Secured Credit Facilities and the Notes |
$ | 2,524,003 | ||
|
|
(B) | Adjustments related to financing fees: |
(1) | Adjustment to record deferred financing fees related to the Senior Secured Credit Facilities and the Notes and write-off existing deferred financing fees. |
Intangible and other assets, net |
||||
Total financing fees |
$ | 73,072 | ||
Less: portion of financing fees expensed through retained earnings |
(27,436 | ) | ||
|
|
|||
Total financing fees capitalized |
45,636 | |||
Less: elimination of existing deferred financing fees |
(4,891 | ) | ||
|
|
|||
Total adjustments to intangible and other assets, net |
$ | 40,745 | ||
|
|
(2) | Adjustment to prepaid income taxes of $2,680 to record tax impact related to the expensing of existing deferred financing fees and OID. |
Prepaid income taxes |
||||
Elimination of existing deferred financing fees, deductible portion |
$ | 576 | ||
Elimination of existing OID |
2,104 | |||
|
|
|||
Total adjustments to prepaid income taxes |
$ | 2,680 | ||
|
|
(3) | Adjustment to deferred income taxes to record tax impact related to the write-off of existing deferred financing fees and a portion of new financing fees expensed through retained earnings. |
Deferred income taxes |
||||
Elimination of existing deferred financing fees |
$ | 1,332 | ||
Expense fees related to bridge facility |
10,700 | |||
|
|
|||
Total adjustments to deferred income taxes |
$ | 12,032 | ||
|
|
(4) | Adjustment to retained earnings to record write-off of existing deferred financing fees and OID and a portion of new financing fees related to bridge facility, net of taxes. |
Retained earnings |
||||
Write-off existing deferred financing fees |
$ | 4,891 | ||
Related tax impact |
(1,908 | ) | ||
Write-off existing OID |
5,394 | |||
Related tax impact |
(2,104 | ) | ||
Expense a portion of new financing fees |
27,436 | |||
Related tax impact |
(10,700 | ) | ||
|
|
|||
Total adjustments to retained earnings |
$ | 23,009 | ||
|
|
(C) | Adjustment to reflect the Senior Secured Credit Facilities and the Notes to effect the Advent acquisition, as summarized below. |
Senior Secured Credit Facilities |
$ | 2,480,000 | ||
Notes |
600,000 | |||
OID |
(11,925 | ) | ||
|
|
|||
Total proposed borrowings, net of OID |
$ | 3,068,075 | ||
|
|
|||
Less: current portion: |
(26,100 | ) | ||
|
|
|||
Total proposed borrowings, net of OID and current portion |
$ | 3,041,975 | ||
|
|
|||
Repayment of SS&Cs long-term debt, net of OID of $5.4 million |
(448,382 | ) | ||
|
|
|||
Pro forma adjustment to non-current portion of long-term debt |
$ | 2,593,593 | ||
|
|
|||
Current portion of proposed borrowings |
26,100 | |||
Repayment of SS&Cs current portion of long-term debt |
(17,224 | ) | ||
|
|
|||
Pro forma adjustment to current portion of long-term debt |
$ | 8,876 | ||
|
|
(D) | Represents total consideration to be transferred for the acquisition of Advent: |
Purchase of Advents equity |
$ | 2,431,479 | ||
Repayment of existing indebtedness, of which $20,000 is current |
185,000 | |||
|
|
|||
Cash consideration |
$ | 2,616,479 | ||
|
|
|||
Settlement of pre-existing relationship |
(622 | ) | ||
Fair value of replacement awards attributable to pre-combination services (non-cash increase to additional paid-in capital) |
11,754 | |||
|
|
|||
Total purchase consideration |
$ | 2,627,611 | ||
|
|
(E) | Adjustment of $30,254 to reflect the elimination of Advents common stock of $533, additional paid-in capital of $86,215, accumulated other comprehensive income of $1,635 and accumulated deficit of $118,637. |
(F) | Adjustment of $37,460 to recognize estimated transaction fees related to the Advent acquisition. An adjustment of $26,460 represents the assumption of estimated seller transaction fees that were incurred prior to the acquisition. An adjustment of $11,000 represents estimated transaction fees that were incurred by us for the Advent acquisition, which are not expected to be tax deductible. However, the evaluation of the deductibility of the transaction costs, and the ability to utilize such benefits, is preliminary and subject to change. |
(G) | Represents the adjustments to record Advents identified intangible assets at fair value. The fair value estimate for identifiable intangible assets is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The final fair value determination for identified intangibles may differ from this preliminary determination. |
Purchased technology |
$ | 311,000 | ||
Customer relationships |
808,000 | |||
Tradenames |
18,000 | |||
|
|
|||
Total intangible assets |
$ | 1,137,000 | ||
|
|
|||
Eliminate historical intangible assets |
(15,927 | ) | ||
|
|
|||
Pro forma adjustment to intangible assets |
$ | 1,121,073 | ||
|
|
(H) | An adjustment of $4,191 to eliminate Advents historical deferred financing fees associated with their existing indebtedness which was repaid in connection with the acquisition. |
(I) | An adjustment of $1,761,409 to goodwill to reflect the excess of the purchase price over the preliminary fair value of net assets acquired. |
(J) | An adjustment of $104,576 to reduce acquired deferred revenue to fair value. The fair value and estimated future service obligation assigned to deferred revenue has been estimated based on a preliminary valuation. The final purchase price allocation will be based on a complete analysis and may result in a materially different allocation for deferred revenue than that presented in these unaudited pro forma financial statements. |
(K) | An adjustment of $482,920 to reflect a net increase to deferred tax liabilities resulting from the fair-value adjustments to acquired intangible assets and deferred revenue. |
Note 6Items Not Included
The Unaudited Pro Forma Combined Condensed Consolidated Statements of Operations do not include any expected cost savings which may be achievable or which may occur subsequent to the Advent acquisition, or the impact of any non-recurring activity and one-time transaction related costs, including acquisition costs that were incurred subsequent to June 30, 2015.