EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

 

October 20, 2004         
          
Madeline Hopkins    Michael J. Ruane    
(484) 582-5506    (484) 582-5405   www.sungard.com

 

 

SunGard Announces Record Results for Third Quarter 2004; Reaffirms Outlook

 

Businesses to Start from Position of Strength after Planned Spin-Off

 

Wayne, PA — SunGard (NYSE:SDS), a global leader in integrated software and processing solutions primarily for financial services and the pioneer and leading provider of information availability services, reported today that net income for the three months ended September 30, 2004 was $154 million, a 66% increase over the third quarter of 2003; diluted net income per share grew 68% to $0.52.

 

In September 2004, SunGard completed the sale of Brut LLC, its electronic communications network (ECN), to The NASDAQ Stock Market, Inc., and realized net after-tax cash proceeds of $147 million. The sale generated an after-tax gain of approximately $47 million, or $0.16 per diluted share, in the third quarter. Excluding this gain and all merger and spin-off costs, diluted net income per share for the quarter grew 16% to $0.37. Further details concerning merger and spin-off costs and the Brut gain are provided in the notes to this release.

 

Revenue for the third quarter increased 21% to $899 million. Internal revenue (revenue from businesses owned for at least one year and excluding revenue from Brut) was up 3% from the same period in 2003, with the impact of favorable exchange rates contributing approximately 2%.

 

Cristóbal Conde, president and chief executive officer, commented, “We are pleased with our solid performance this quarter. We continue to see our customers shift their priorities from cost cutting to cost containment, strategic investment in growth opportunities, and regulatory compliance. Our competitiveness is stronger than ever.”

 

On October 4, 2004, SunGard announced a plan to spin off its availability services business to stockholders through a tax-free distribution of shares. The spin-off is expected to be completed by the end of the first quarter of 2005, subject to customary conditions including the receipt of a favorable ruling from the Internal Revenue Service or an acceptable tax opinion.

 

Mr. Conde said, “Our plan to separate the two businesses has sharpened our focus and sense of urgency. After the spin-off, the software and processing business and the availability services business will each be better able to pursue growth strategies that are optimized for its own industry. Each business will be starting out from a position of strength, assisted by SunGard’s solid performance this quarter.”

 

Revenue for the first nine months of 2004 increased 23% over the same period in 2003 to $2.64 billion. Diluted net income per share for the first nine months increased 30% to $1.16. Excluding the Brut gain and all merger and spin-off costs, diluted net income per share grew 12% to $1.01.


SunGard’s 2004 outlook for diluted net income per share remains unchanged in the range of $1.37 to $1.42. This outlook assumes a continuation of the current demand environment for SunGard’s products and services. Because the timing and magnitude of merger costs are unpredictable, this outlook also assumes no merger-related items in 2004 and excludes both the Brut gain and the expenses related to the planned spin-off.

 

SunGard expects growth in internal revenue in both its software and processing business and its availability services business to be in the low single digits for the full year 2004, and in the low to middle single digits for the full year 2005. The separation of the businesses is expected to have a positive impact on growth at each business over time.

 

Software and processing, comprising Investment Support Systems and Higher Education and Public Sector Systems, provides a broad range of integrated solutions primarily to two verticals, financial services and higher education. In the third quarter, this business grew revenue by 33%, and internal revenue grew by 4%; license fees for the quarter were $57 million.

 

Investment Support Systems (ISS) revenue grew 12% to $454 million and license fees were $37 million for the quarter. Internal revenue grew 4% in the quarter, mostly from improvement in the buy-side. ISS serves customers in the global financial services industry as well as corporates, energy companies and governments by automating the processes associated with trading securities, managing portfolios, and accounting for investment assets. Customers are focused on improving their operational efficiency, growing their strategic lines of business, and meeting new compliance regulations. SunGard solutions are well positioned to help them achieve their goals. Some notable deals signed this quarter include:

 

  The treasury department of a Fortune 100 global corporation selected an integrated solution comprising SunGard Panorama, Credient and BancWare to address its market and credit risk and asset and liability management needs.

 

  A full-service, multi-line provider of insurance and financial services products for individuals, businesses and groups throughout the United States selected SunGard COMPASS for back-office administration of group worksite insurance offerings.

 

  A global bank headquartered in South Africa selected SunGard’s Credient, an integrated market and credit risk solution running on an ASP basis.

 

Higher Education and Public Sector Systems (HE/PS) revenue increased 211% to $151 million; license fees reached $20 million for the quarter reflecting the seasonality of purchasing cycles in higher education where many customers have September 30 fiscal year ends. Internal revenue increased approximately 4% for the quarter. SunGard provides specialized ERP and administrative solutions to institutions of higher education, school districts and nonprofit organizations, as well as to local and state governments. Some notable deals signed this quarter include:

 

  A comprehensive public university in Arkansas selected the SCT Banner Unified Digital Campus solution, including the SCT Luminis product family to support its more than 16,000 students.

 

  A comprehensive public university in Ohio serving 21,000 students from all 50 states and 98 foreign countries selected the SCT Banner Unified Digital Campus, including the SCT Luminis product family and the SCT fsaATLAS case-management solution for international student/scholar offices.


  One of the largest school districts in Texas chose SunGard’s Pentamation system for its administrative and information access and reporting needs.

 

Availability Services (AS) revenue increased 2% to $295 million for the quarter. AS serves information-dependent enterprises of all types by helping to ensure the continuity of their business. Customers are increasingly demanding solutions that help ensure their information is not only available, but also secure and compliant. This trend benefits vendors, such as SunGard, which can provide a complete range of solutions from traditional recovery to dedicated managed solutions for mission-critical systems. More than 400 new name accounts were signed in the first nine months of 2004. Some notable contracts signed this quarter include:

 

  A Fortune 50 company that distributes pharmaceuticals and medical supplies selected SunGard for systems recovery, network services and professional services to provide assistance with testing and development of a business impact analysis.

 

  A leading maker of computer components and peripherals signed an information availability and professional services agreement, based on the strength of SunGard’s recovery and managed services capabilities in North America and Europe.

 

  One of the world’s largest restaurant operating and franchise companies selected SunGard’s recovery, network and recently launched e-mail availability services.

 

SunGard has exceptional cash flow, which enables it to invest in its existing businesses and new acquisitions. Cash flow from operations for the first nine months of the year was approximately $464 million. Total debt at September 30, 2004 was $559 million, a net increase of $359 million from December 31, 2003, after issuing $500 million of unsecured senior notes in January. These proceeds and existing cash balances were used during the first nine months of 2004 to fund nine acquisitions totaling $764 million (net of cash acquired) and capital expenditures of $167 million company wide. At September 30, 2004, cash balances were $487 million, an increase of $8 million from December 31, 2003.

 

In February of this year SunGard announced a five million share repurchase program to provide shares for SunGard’s employee stock purchase and stock option programs. Through June 30, two and a half million shares were repurchased for a total cost of $66 million. No additional shares were repurchased in the third quarter. The Company expects to continue repurchasing shares until this program expires in February 2005.

 

Webcast

 

SunGard will hold its quarterly earnings conference call at 9:00 a.m. EDT tomorrow, October 21, 2004. You may listen to the call live at www.vcall.com. An audio replay of the call will be available from noon tomorrow through Thursday, October 28, 2004 at www.vcall.com and at (719) 457-0820, passcode 840155. A copy of this press release and other financial and statistical data can be found at www.sungard.com by clicking on “Investors” and “SunGard Financial Reports.” All statements made by SunGard officers on the earnings conference call and the information posted on the SunGard Web site are the copyrighted property of SunGard. Recording of the earnings conference call is prohibited without the express prior written consent of SunGard.


About SunGard

 

SunGard is a global leader in integrated software and processing solutions, primarily for financial services. SunGard also helps information-dependent enterprises of all types to ensure the continuity of their business. SunGard serves more than 20,000 customers in more than 50 countries, including the world’s 50 largest financial services companies. SunGard (NYSE: SDS) is a member of the S&P 500 and has annual revenue of $3 billion. Visit SunGard at www.sungard.com.

 

Trademark Information: SunGard and the SunGard logo, BancWare, COMPASS, Credient, Panorama, Pentamation, SCT Banner, SCT fsaATLAS, and SCT Luminis, are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.

 

“Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995

 

Statements about the expected future prospects of our software and processing business and our availability services business as two independent companies if the planned spin-off is completed, statements about the expected effects, timing and completion of the planned spin-off, statements about our outlook for earnings per share in 2004, statements about our outlook for internal revenue growth in 2004 and 2005, and all other statements in this release other than historical facts, constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include: general economic and market conditions, including the lingering effects of the economic slowdown on information technology spending levels, trading volumes and services revenue, and including the fact that the economic slowdown has left many companies with excess data center capacity that provides them with the capability for in-house high-availability solutions; the overall condition of the financial services industry, including the effect of any further consolidation among financial services firms; the regulatory, credit and market risks associated with our clearing broker operations; the integration of acquired businesses, the performance of acquired businesses including Systems & Computer Technology Corporation, and the prospects for future acquisitions; the effect of war, terrorism or catastrophic events; the timing and magnitude of software sales; the timing and scope of technological advances; the ability to retain and attract customers and key personnel; and the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents. The planned spin-off may be delayed or may not be completed due to a number of factors, including the board of directors’ discretion to delay or cancel the spin-off or the failure to obtain a favorable ruling from the Internal Revenue Service or an acceptable tax opinion. The factors described in this paragraph and other factors that may affect our business or future financial results and our ability to complete a spin-off, as and when applicable, are discussed in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2003, a copy of which may be obtained from us without charge. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors.


 

SunGard Data Systems Inc.

Consolidated Income Statements

(in thousands, except per-share amounts)

(unaudited)

 

     Nine Months Ended
September 30,


    Three Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 

Revenue:

                                

Services

   $ 2,364,263     $ 1,955,963     $ 799,878     $ 670,085  

License and resale fees

     200,974       136,324       75,540       49,976  
    


 


 


 


Total products and services

     2,565,237       2,092,287       875,418       720,061  

Reimbursed expenses

     73,469       58,664       23,920       22,366  
    


 


 


 


       2,638,706       2,150,951       899,338       742,427  
    


 


 


 


Costs and expenses:

                                

Cost of sales and direct operating

     1,216,793       946,544       410,484       321,357  

Sales, marketing and administration

     480,987       392,978       158,481       131,646  

Product development

     177,541       141,021       57,728       49,339  

Depreciation and amortization

     162,689       168,708       54,679       57,222  

Amortization of acquisition-related intangible assets

     89,491       63,721       31,065       23,722  

Merger and spin-off costs

     3,076       2,018       3,500       722  
    


 


 


 


       2,130,577       1,714,990       715,937       584,008  
    


 


 


 


Income from operations

     508,129       435,961       183,401       158,419  

Interest income

     5,233       4,289       1,859       1,377  

Interest expense

     (22,173 )     (7,854 )     (7,780 )     (2,553 )

Gain on sale of Brut and other income (expense)

     79,362       (2,880 )     79,362       (2,880 )
    


 


 


 


Income before income taxes

     570,551       429,516       256,842       154,363  

Income taxes

     228,789       171,232       103,305       61,998  
    


 


 


 


Net income

   $ 341,762     $ 258,284     $ 153,537     $ 92,365  
    


 


 


 


Basic net income per common share

   $ 1.18     $ 0.91     $ 0.53     $ 0.32  
    


 


 


 


Shares used to compute basic net income per common share

     288,937       284,974       288,553       286,244  
    


 


 


 


Diluted net income per common share

   $ 1.16     $ 0.89     $ 0.52     $ 0.31  
    


 


 


 


Shares used to compute diluted net income per common share

     295,053       291,024       293,085       293,911  
    


 


 


 


 

See Notes to Consolidated Condensed Financial Statements

 

SunGard Data Systems Inc.

Supplemental Income Statement Information

(in thousands)

(unaudited)

 

     Nine Months Ended
September 30,


    Three Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 

Revenue:

                                

Investment support systems

   $ 1,373,505     $ 1,150,594     $ 453,636     $ 404,386  

Higher education and public sector systems

     379,618       131,583       150,886       48,462  
    


 


 


 


Software and processing solutions

     1,753,123       1,282,177       604,522       452,848  

Availability services

     885,583       868,774       294,816       289,579  
    


 


 


 


     $ 2,638,706     $ 2,150,951     $ 899,338     $ 742,427  
    


 


 


 


Income from operations:

                                

Investment support systems

   $ 223,060     $ 213,381     $ 79,268     $ 70,085  

Higher education and public sector systems

     62,128       16,559       29,275       7,223  
    


 


 


 


Software and processing solutions

     285,188       229,940       108,543       77,308  

Availability services

     264,240       239,189       91,501       91,488  

Corporate administration

     (38,223 )     (31,150 )     (13,143 )     (9,655 )

Merger and spin-off costs

     (3,076 )     (2,018 )     (3,500 )     (722 )
    


 


 


 


     $ 508,129     $ 435,961     $ 183,401     $ 158,419  
    


 


 


 


Operating margin:

                                

Investment support systems

     16.2 %     18.5 %     17.5 %     17.3 %
    


 


 


 


Higher education and public sector systems

     16.4 %     12.6 %     19.4 %     14.9 %
    


 


 


 


Software and processing solutions

     16.3 %     17.9 %     18.0 %     17.1 %
    


 


 


 


Availability services

     29.8 %     27.5 %     31.0 %     31.6 %
    


 


 


 


Total

     19.3 %     20.3 %     20.4 %     21.3 %
    


 


 


 


 

See Notes to Consolidated Condensed Financial Statements


SunGard Data Systems Inc.

Consolidated Condensed Balance Sheets

(in thousands)

 

    

(unaudited)

September 30,

2004


  

December 31,

2003


Assets:

             

Current:

             

Cash and equivalents

   $ 487,341    $ 478,941

Accounts receivable, net

     708,254      623,092

Clearing broker assets

     138,499      126,250

Prepaid expenses and other current assets

     156,651      135,009
    

  

Total current assets

     1,490,745      1,363,292

Property and equipment, net

     588,153      562,325

Software products, net

     351,151      220,091

Customer base, net

     560,166      398,765

Other assets, net

     58,810      101,236

Goodwill

     1,787,986      1,354,398
    

  

Total Assets

   $ 4,837,011    $ 4,000,107
    

  

Liabilities and Stockholders’ Equity:

             

Current:

             

Short-term and current portion of long-term debt

   $ 48,948    $ 12,943

Accounts payable and accrued expenses

     401,566      396,086

Clearing broker liabilities

     113,462      120,357

Deferred revenue

     592,111      517,999
    

  

Total current liabilities

     1,156,087      1,047,385

Long-term debt

     510,014      186,854

Deferred income taxes

     68,832      —  
    

  

Total liabilities

     1,734,933      1,234,239

Stockholders’ equity

     3,102,078      2,765,868
    

  

Total Liabilities and Stockholders’ Equity

   $ 4,837,011    $ 4,000,107
    

  

 

See Notes to Consolidated Condensed Financial Statements


SunGard Data Systems Inc.

Notes to Consolidated Condensed Financial Information

 

Note 1. Reconciliation of Net Income to Net Income Excluding Merger-related and Spin-off Items and Gain on sale of Brut

 

The Company has an active acquisition program, but does not budget for acquisitions because it cannot predict when transactions will occur or how much merger costs and related items, if any, will be recorded as expenses. Most merger costs are not recorded as expenses because they are required to be capitalized as part of the purchase price. Expensed merger-related items may not occur in every reporting period, and when they do occur, may fluctuate significantly in amount.

 

In addition, in 2004, the Company recorded two other types of unbudgeted items: costs incurred through September 30 related to the planned spin-off of its availability services business, and a gain related to the sale of Brut.

 

Accordingly, when assessing its financial results, the Company focuses on results before merger-related and spin-off items and the Brut gain. The following information concerning merger-related and spin-off items and the Brut gain is presented in order to show their impact on net income and diluted net income per common share.

 

    

(unaudited)

Nine Months Ended
September 30,


  

(unaudited)

Three Months Ended
September 30,


  

Year Ended

December 31,

2003


 

(in thousands, except per-share amounts)


   2004

    2003

   2004

    2003

  

Net income

   $ 341,762     $ 258,284    $ 153,537     $ 92,365    $ 370,310  
    


 

  


 

  


Merger and spin-off costs:

                                      

Costs associated with the acquisition of Sherwood Int’l plc (Sherwood):

                                      

Facility shut-down and severance costs

     —         265      —         265      176  

Costs associated with the acquisition of Caminus Corporation:

                                      

Purchased in-process research and development costs

     —         910      —         —        910  

Facility shut-down and severance costs

     —         843      —         457      843  

Costs associated with the acquisition of Guardian iT plc (Guardian):

                                      

Facility shut-down costs

     —         —        —         —        2,317  

Costs associated with the acquisition of Availability Solutions business of Comdisco, Inc.:

                                      

Gain on sale of non-operating facility

     —         —        —         —        (6,563 )

Adjustment of previously expensed facility shut-down and severance costs

     (424 )     —        —         —        (230 )

Costs associated with the proposed spin-off of SunGard Availability Services:

                                      

Accounting, investment banking, legal and other costs

     3,500       —        3,500       —        —    
    


 

  


 

  


       3,076       2,018      3,500       722      (2,547 )
    


 

  


 

  


Other (income) expense:

                                      

Items related to the acquisition of Sherwood:

                                      

Loss on foreign currency purchased in advance of closing of the acquisition

     —         1,105      —         1,105      1,105  

Equity in after-tax loss for the period between the acquisition of a 29.5% interest and the completion of the acquisition

     —         1,775      —         1,775      1,775  

Gain on sale of Brut

     (79,362 )     —        (79,362 )     —        —    
    


 

  


 

  


       (79,362 )     2,880      (79,362 )     2,880      2,880  
    


 

  


 

  


Total merger-related and spin-off items and gain on sale of Brut

     (76,286 )     4,898      (75,862 )     3,602      333  

Tax effect of merger-related and spin-off items and gain on sale of Brut

     (31,083 )     1,231      (30,913 )     716      (478 )
    


 

  


 

  


After-tax effect of merger-related and spin-off items and gain on sale of Brut

     (45,203 )     3,667      (44,949 )     2,886      811  
    


 

  


 

  


Net income, excluding merger-related and spin-off items and gain on sale of Brut

   $ 296,559     $ 261,951    $ 108,588     $ 95,251    $ 371,121  
    


 

  


 

  


Diluted net income per common share

   $ 1.16     $ 0.89    $ 0.52     $ 0.31    $ 1.27  
    


 

  


 

  


Diluted net income per common share, excluding merger-related and spin-off items and gain on sale of Brut

   $ 1.01     $ 0.90    $ 0.37     $ 0.32    $ 1.27