0001193125-12-426666.txt : 20121018 0001193125-12-426666.hdr.sgml : 20121018 20121018075509 ACCESSION NUMBER: 0001193125-12-426666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121018 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121018 DATE AS OF CHANGE: 20121018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGARD DATA SYSTEMS INC CENTRAL INDEX KEY: 0000789388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510267091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12989 FILM NUMBER: 121149538 BUSINESS ADDRESS: STREET 1: SUNGARD DATA SYSTEMS INC STREET 2: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 4845825512 MAIL ADDRESS: STREET 1: SUNGARD DATA SYSTEMS INC STREET 2: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SUNDATA CORP DATE OF NAME CHANGE: 19860310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGARD CAPITAL CORP CENTRAL INDEX KEY: 0001337272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 203059890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53653 FILM NUMBER: 121149536 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNGARD CAPITAL CORP II CENTRAL INDEX KEY: 0001337274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 203060101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53654 FILM NUMBER: 121149537 BUSINESS ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-582-2000 MAIL ADDRESS: STREET 1: 680 EAST SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 8-K 1 d426660d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2012

 

 

 

Commission file numbers:

SunGard Capital Corp. 000-53653

SunGard Capital Corp. II 000-53654

SunGard Data Systems Inc. 1-12989

 

 

SunGard® Capital Corp.

SunGard® Capital Corp. II

SunGard® Data Systems Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-3059890
Delaware   20-3060101
Delaware   51-0267091

(State or other jurisdiction

of incorporation)

  

(I.R.S. Employer

Identification No.)

680 E. Swedesford Road

Wayne, Pennsylvania

   19087
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (484) 582-2000

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 2.02 Results of Operations and Financial Condition.

SunGard Data Systems Inc. (“SunGard”) is an indirect wholly owned subsidiary of SunGard Capital Corp II, which is a subsidiary of SunGard Capital Corp. SunGard is furnishing preliminary unaudited financial information for the quarter ended September 30, 2012 under Item 2.02 of this Current Report on Form 8-K. This information is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by SunGard under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

A list of exhibits is set forth in the Exhibit Index which immediately precedes such Exhibits and is incorporated herein by reference.

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.

 

   

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

October 18, 2012     By:   /s/ Charles J. Neral
      Charles J. Neral
      Senior Vice President, Finance and Chief Financial Officer

Exhibit Index

 

Exhibit Number

   

Exhibit Title

99.1    Preliminary Unaudited Financial Information for the Quarter Ended September 30, 2012.
 EX-99.1 2 d426660dex991.htm PRELIMINARY UNAUDITED FINANCIAL INFORMATION Preliminary Unaudited Financial Information

Exhibit 99.1

The following preliminary unaudited financial information for the quarter ended September 30, 2012 is derived from preliminary internal financial reports of SunGard Data Systems Inc. (the “Company”) and is subject to revision based on the completion of the Company’s quarter-end accounting and financial reporting processes. Considering the preliminary nature of these results, the final third quarter 2012 results may differ materially from these estimated results when the Company reports the final results for the quarter.

During the quarter ended September 30, 2012, the Company completed a small divestiture which will be classified as a discontinued operation when the Company reports third quarter results. The Company expects to report revenue from continuing operations between $1.03 and $1.04 billion, a decline of 5% to 6% from the quarter ended September 30, 2011, including a 2% decrease from currency translation and a 1% decrease from one of our broker/dealer businesses. Adjusted EBITDA, as defined in the Company’s senior secured credit agreement, is expected to be between $295 million and $300 million for the third quarter, with a margin of approximately 29%, up approximately 1 point from the quarter ended September 30, 2011. Adjusted EBITDA for the twelve months ended September 30, 2012 is expected to be between $1,230 million and $1,235 million.

In the third quarter, the Company also expects to record a noncash write-down of goodwill of approximately $385 million in the Availability Services business, which represents approximately 8% of the Company’s total goodwill balance as of June 30, 2012. This write-down has no impact on the day-to-day operation of the business, and the Company continues to expect to grow the Availability Services business over the long-term, albeit at a slower rate than previously planned.

The following is a reconciliation of EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA, both non-GAAP measures, to the Company’s estimate of operating income which is the GAAP measure that we believe is most directly comparable to EBITDA and Adjusted EBITDA given the preliminary nature of the results for the quarter ended September 30, 2012. We have not yet performed certain closing procedures or made certain recurring adjustments considered necessary for a fair presentation of net income attributable to the Company, such as the final tax provision and certain other accrual adjustments. Therefore, we cannot provide a complete reconciliation of estimated Adjusted EBITDA to net income for the three months ended September 30, 2012.

      Three Months  Ended
September 30, 2012		      Last Twelve Months  Ended
September 30, 2012		  
     (estimate)      (estimate)  
(in millions)    Low      High      Low      High  

Operating income

    $ (283 )     $ (278 )     $ 16       $ 21   

Depreciation and amortization

      162         162         681         681   

Other income (expense) below operating income

      —           —           (49 )       (49 ) 
  

 

 

     

 

 

     

 

 

     

 

 

  

EBITDA

      (121 )       (116 )       648         653   

Goodwill impairment charge

      385         385         433         433   

Purchase accounting adjustments

      2         2         10         10   

Non-cash charges

      10         10         41         41   

Restructuring and other

      19         19         46         46   

Acquired EBITDA, net of disposed EBITDA

      —           —           1         1   

Loss on extinguishment of debt

      —           —           51         51   
  

 

 

     

 

 

     

 

 

     

 

 

  

Adjusted EBITDA—senior secured credit facilities, senior notes due 2018 and 21020 and senior subordinated notes due 2015

    $ 295       $ 300       $ 1,230       $ 1,235   
  

 

 

     

 

 

     

 

 

     

 

 

  

The preliminary financial data included in this Form 8-K has been prepared by and is the responsibility of the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.