| Historical SunGard (1) | | Historical CDO (2) | | Pro Forma Adjustments | | (3) | Pro Forma Combined | |
| | | | | | | | | |
Assets: | | | | | | | | | |
Cash, cash equivalents and short-term investments | $ 682,583 | | $ 2,780 | | $ (402,298 | ) | (4) | $ 283,065 | |
Accounts receivable, net | 425,179 | | 81,188 | | 47,532 | | (5) | 553,899 | |
Prepaid expenses and other current assets | 45,514 | | 53,056 | | (18,619 | ) | (6) | 104,849 | |
| | | | | 24,898 | | (7) | | |
Deferred income taxes | 16,866 | | 0 | | 0 | | | 16,866 | |
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| | |
| |
Total current assets | 1,170,142 | | 137,024 | | (348,487 | ) | | 958,679 | |
Property and equipment, net | 249,668 | | 320,922 | | 0 | | (8) | 570,590 | |
Software products | 144,492 | | 3,488 | | (3,488 | ) | (9) | 144,492 | |
Goodwill | 304,706 | | 12,465 | | 298,205 | | (9) | 615,376 | |
Other tangible and intangible assets | 130,864 | | 32,845 | | (21,356 | ) | (6) | 348,353 | |
| | | | | 206,000 | | (9) | | |
Deferred income taxes | 130,174 | | 0 | | (16,274 | ) | (9) | 113,900 | |
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| | |
| |
Total assets | $ 2,130,046 | | $ 506,744 | | $ 114,600 | | | $ 2,751,390 | |
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Liabilities and Stockholders' Equity: | | | | | | | | | |
Short-term and current portion of long-term debt | $ 1,488 | | $ 0 | | $ 100,000 | | (4) | $ 101,488 | |
Accounts payable | 33,968 | | 3,675 | | 16,500 | | (10) | 54,143 | |
Accrued compensation and benefits | 92,178 | | 9,832 | | 9,120 | | (10) | 111,130 | |
Other accrued expenses | 54,980 | | 19,625 | | 16,762 | | (10) | 91,367 | |
Accrued income taxes | 38,149 | | 0 | | 0 | | | 38,149 | |
Deferred revenues | 204,204 | | 43,293 | | 47,532 | | (5) | 295,029 | |
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| | |
| |
Total current liabilities | 424,967 | | 76,425 | | 189,914 | | | 691,306 | |
Long-term debt | 3,588 | | 3,371 | | 350,000 | | (4) | 356,959 | |
Other liabilities | 0 | | 1,634 | | 0 | | | 1,634 | |
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| | |
| |
Total liabilities | 428,555 | | 81,430 | | 539,914 | | | 1,049,899 | |
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| | |
| |
Stockholders' Equity: | | | | | | | | | |
Preferred stock | 0 | | 0 | | 0 | | | 0 | |
Common stock | 2,801 | | 0 | | 0 | | | 2,801 | |
Capital in excess of par value | 734,631 | | 0 | | 0 | | | 734,631 | |
Restricted stock plans and notes receivable for common stock | (3,296 | ) | 0 | | 0 | | | (3,296 | ) |
Retained earnings | 1,005,464 | | 425,314 | | (425,314 | ) | (11) | 1,005,464 | |
Foreign currency translation adjustment | (23,398 | ) | 0 | | 0 | | | (23,398 | ) |
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| | |
| |
| 1,716,202 | | 425,314 | | (425,314 | ) | | 1,716,202 | |
Treasury stock | (14,711 | ) | 0 | | 0 | | | (14,711 | ) |
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| | |
| |
Total stockholders' equity | 1,701,491 | | 425,314 | | (425,314 | ) | | 1,701,491 | |
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| |
Total liabilities and stockholders' equity | $ 2,130,046 | | $ 506,744 | | $ 114,600 | | | $ 2,751,390 | |
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SunGard Data Systems Inc. Pro Forma Combined Condensed Statement of Income For the nine months ended September 30, 2001 (Unaudited) (In thousands, except per share data) | |
| |
| Historical SunGard (1) | | Historical CDO (2) | | Pro Forma Adjustments | | (3) | | Pro Forma Combined | |
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| | | | | | | | | | |
Revenues | $ 1,366,256 | | $370,132 | | $ 0 | | | | $ 1,736,388 | |
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| |
| |
| | | |
| |
| | | | | | | | | | |
Operating expenses, excluding merger and restructuring costs | 1,080,991 | | 348,835 | | 7,950 | | (9) | | 1,437,776 | |
Merger and restructuring costs | 1,829 | | 0 | | 0 | | (12) | | 1,829 | |
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| |
| |
| | | |
| |
Operating income | 283,436 | | 21,297 | | (7,950 | ) | | | 296,783 | |
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| |
| |
| | | |
| |
Income and other income | 20,557 | | 53 | | (12,069 | ) | (4) | | 8,541 | |
Interest expense | (1,702 | ) | 0 | | (12,150 | ) | (4) | | (13,852 | ) |
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| |
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Income before income taxes | 302,291 | | 21,350 | | (32,169 | ) | | | 291,472 | |
Income taxes | 121,810 | | 8,063 | | (12,707 | ) | (13) | | 117,166 | |
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Net income | $ 180,481 | | $ 13,287 | | $ (19,462 | ) | | | $ 174,306 | |
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Basic net income per common share | $ 0.66 | | | | | $ 0.63 | |
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Diluted net income per common share | $ 0.64 | | | | | $ 0.61 | |
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Shares used to compute net income per common share: Basic | 274,720 | | | | | 274,720 | |
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| | | | | | | |
| |
| | | | | | | |
Diluted | 284,117 | | | | | 284,117 | |
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See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. | |
SunGard Data Systems Inc. Pro Forma Combined Condensed Statement of Income For the year ended December 31, 2000 (Unaudited) (In thousands, except per share data) |
| |
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| Historical SunGard (1) | | | Historical CDO (2) | | | Pro Forma Adjustments | | (3) | | Pro Forma Combined | |
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| | | | | | | | | | | | |
Revenues | $ 1,660,708 | | | $ 478,686 | | | $ 0 | | | | $ 2,139,394 | |
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Operating expenses, excluding merger and restructuring costs | 1,312,269 | | | 401,929 | | | 10,600 | | (9) | | 1,724,798 | |
Merger and restructuring costs | 13,177 | | | 0 | | | 0 | | (12) | | 13,177 | |
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| | |
| | | |
| |
Operating income | 335,262 | | | 76,757 | | | (10,600 | ) | | | 401,419 | |
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| | |
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Interest income | 23,745 | | | 0 | | | (16,092 | ) | (4) | | 7,653 | |
Interest and other expense | (2,241 | ) | | (322 | ) | | (16,200 | ) | (4) | | (18,763 | ) |
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Income before income taxes | 356,766 | | | 76,435 | | | (42,892 | ) | | | 390,309 | |
Income taxes | 143,794 | | | 30,347 | | | (16,942 | ) | (13) | | 157,199 | |
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| | |
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| |
Net income | $ 212,972 | | | $ 46,088 | | | $ (25,950 | ) | | | $ 233,110 | |
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Basic net income per common share | $ 0.81 | | | | | $ 0.88 | |
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Diluted net income per common share | $ 0.78 | | | | | $ 0.86 | |
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Shares used to compute net income per common share: Basic | 264,264 | | | | | 264,264 | |
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| |
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Diluted | 271,404 | | | | | 271,404 | |
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See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. |
SunGard Data Systems Inc. Notes to Unaudited Pro Forma Combined Condensed Financial Statements (Unaudited) |
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The pro forma combined condensed financial information is presented for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the companies had been combined during the periods presented or the results that may be obtained in the future. |
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Note 1 - SunGard Historical Financial Information |
| |
| SunGard Data Systems Inc. (SunGard) historical financial information as previously filed with the Securities and Exchange Commission. |
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Note 2 - CDO Historical Financial Information |
| |
| The Availability Solutions business of Comdisco, Inc. (CDO) has a fiscal year which ends on September 30. The pro forma combined condensed statement of income for the nine months ended September 30, 2001 combines both CDO and SunGard financial information from January 1, 2001 to September 30, 2001. The pro forma combined condensed statement of income for the year ended December 31, 2000 combines CDO’s fiscal year ended September 30, 2000 financial information with SunGard’s fiscal year (which is a calendar year) financial information. |
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Note 3 - Allocation of the purchase price |
| |
| The allocation of the purchase price is preliminary and is subject to change based on the completion of independent appraisals of tangible and intangible assets, facility closures, actual costs as compared with estimated costs used in the preliminary purchase price allocation, and completion of financial information as of November 15, 2001, the date of closing of the acquisition. The finalization of the allocation of the purchase price will result in adjustment to certain assets acquired and liabilities assumed, with an offsetting increase or decrease to goodwill. |
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Note 4 - Financing of the acquisition |
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| In connection with acquiring CDO, SunGard used $402 million of previously existing cash and borrowed $450 million under an unsecured interim credit facility. The interim credit facility is expected to be replaced with permanent financing in the first quarter of 2002. The interest rate of the debt will adjust periodically. For purposes of the pro forma financial statements, the interest rate on the debt is assumed to be 3.6%. For every one-eighth percent adjustment to the interest rate, interest expense increases or decreases by $518,000 per year. The pro forma rules require using current borrowing rates and do not reflect rates that would have been charged during the periods presented. The interest rate used to calculate lost interest income from the use of previously existing cash is 4%, and represents the estimated rate of interest earned on cash and investment balances during the periods presented. |
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Note 5 - Accounts receivable and deferred revenues |
| |
| CDO netted billings in advance of services with deferred revenues up until the month of service. SunGard records billings in advance of services and deferred revenues on a gross basis. Revenues are recorded as services are provided. |
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Note 6 - Commissions |
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| CDO records commissions as an asset when paid, and then expenses the commission over the contract period. SunGard expenses commissions when paid. Pro forma adjustments represent CDO deferred commissions. For pro forma purposes, the amount of commission expense is assumed to approximate the amount of commissions paid. |
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Note 7 - Working capital adjustment |
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| Estimated working capital adjustment as defined in the purchase agreement, based on September 30, 2001 financial information. The actual working capital adjustment will be based on financial information as of November 15, 2001. |
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Note 8 - Valuation of property and equipment |
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| Based on preliminary results of an independent appraisal of facilities and equipment, book value approximates fair value. |
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Note 9 - Other tangible and intangible assets |
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| An independent appraisal is in process of being performed in connection with acquired contracts and customer relationships. The fair value of this intangible asset will be amortized over its estimated useful life. In accordance with Statement of Financial Accounting Standards Number 142, goodwill is not amortized and will be evaluated for impairment. |
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Note 10 - Other pro forma adjustments |
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| Other pro forma adjustments include estimated acquisition costs ($16,500), accrued vacation and liabilities under a Comdisco employee benefit plan ($9,100), and costs for termination of certain CDO employees, closure of certain CDO facilities and accrual for unfavorable leases ($16,800). |
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Note 11 - Equity |
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| Removes historical equity of CDO. |
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Note 12 - Restructuring |
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| As a result of the acquisition of CDO, SunGard eliminated approximately 350 positions and plans to close certain SunGard and CDO facilities. Restructuring costs related to SunGard employee terminations and facilities closures are not included in these pro forma financial statements and will be expensed in the fourth quarter of 2001. Costs related to CDO employee terminations and facility closures are included in the allocation of purchase price (see Note 10). |
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Note 13 - Income taxes |
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| Assumes an effective income tax rate of 39.5%. |