Exhibit 99.1
SunGard Data Systems Inc.
Consolidated Statements of Operations
(in millions)
| | | | | | | | | | | | |
| | Three Months Ended Dec. 31, 2008 | |
| | As Originally Reported | | | Adjustment | | | As Adjusted | |
Revenue: | | | | | | | | | | | | |
Services | | $ | 1,404 | | | $ | — | | | $ | 1,404 | |
License and resale fees | | | 134 | | | | — | | | | 134 | |
| | | | | | | | | | | | |
Total products and services | | | 1,538 | | | | — | | | | 1,538 | |
Reimbursed expenses | | | 5 | | | | — | | | | 5 | |
| | | | | | | | | | | | |
| | | 1,543 | | | | — | | | | 1,543 | |
| | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales and direct operating | | | 720 | | | | — | | | | 720 | |
Sales, marketing and administration | | | 336 | | | | — | | | | 336 | |
Product development | | | 67 | | | | — | | | | 67 | |
Depreciation and amortization | | | 71 | | | | — | | | | 71 | |
Amortization of acquisition-related intangible assets | | | 154 | | | | — | | | | 154 | |
Goodwill impairment and merger costs | | | 130 | | | | — | | | | 130 | |
| | | | | | | | | | | | |
| | | 1,478 | | | | — | | | | 1,478 | |
| | | | | | | | | | | | |
Income from operations | | | 65 | | | | — | | | | 65 | |
Interest income | | | 5 | | | | — | | | | 5 | |
Interest expense and amortization of deferred financing fees | | | (166 | ) | | | — | | | | (166 | ) |
Other expense | | | (27 | ) | | | (17 | ) | | | (44 | ) |
| | | | | | | | | | | | |
Loss before income taxes | | | (123 | ) | | | (17 | ) | | | (140 | ) |
Income tax expense (benefit) | | | 51 | | | | (4 | ) | | | 47 | |
| | | | | | | | | | | | |
Net loss | | $ | (174 | ) | | $ | (13 | ) | | $ | (187 | ) |
| | | | | | | | | | | | |
SunGard Data Systems Inc.
Consolidated Statements of Operations
(in millions)
| | | | | | | | | | | | |
| | Twelve Months Ended Dec. 31, 2008 | |
| | As Originally Reported | | | Adjustment | | | As Adjusted | |
Revenue: | | | | | | | | | | | | |
Services | | $ | 5,083 | | | $ | — | | | $ | 5,083 | |
License and resale fees | | | 369 | | | | — | | | | 369 | |
| | | | | | | | | | | | |
Total products and services | | | 5,452 | | | | — | | | | 5,452 | |
Reimbursed expenses | | | 144 | | | | — | | | | 144 | |
| | | | | | | | | | | | |
| | | 5,596 | | | | — | | | | 5,596 | �� |
| | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales and direct operating | | | 2,744 | | | | — | | | | 2,744 | |
Sales, marketing and administration | | | 1,151 | | | | — | | | | 1,151 | |
Product development | | | 308 | | | | — | | | | 308 | |
Depreciation and amortization | | | 278 | | | | — | | | | 278 | |
Amortization of acquisition-related intangible assets | | | 515 | | | | — | | | | 515 | |
Goodwill impairment and merger costs | | | 130 | | | | — | | | | 130 | |
| | | | | | | | | | | | |
| | | 5,126 | | | | — | | | | 5,126 | |
| | | | | | | | | | | | |
Income from operations | | | 470 | | | | — | | | | 470 | |
Interest income | | | 18 | | | | — | | | | 18 | |
Interest expense and amortization of deferred financing fees | | | (599 | ) | | | — | | | | (599 | ) |
Other expense | | | (76 | ) | | | (17 | ) | | | (93 | ) |
| | | | | | | | | | | | |
Loss before income taxes | | | (187 | ) | | | (17 | ) | | | (204 | ) |
Income tax expense (benefit) | | | 42 | | | | (4 | ) | | | 38 | |
| | | | | | | | | | | | |
Net loss | | $ | (229 | ) | | $ | (13 | ) | | $ | (242 | ) |
| | | | | | | | | | | | |
See Notes to Consolidated Condensed Financial Information.
SunGard Data Systems Inc.
Consolidated Condensed Balance Sheets
(in millions)
| | | | | | | | | | |
| | Dec. 31, 2008 |
| | As Originally Reported | | Adjustment | | | As Adjusted |
Assets: | | | | | | | | | | |
Current: | | | | | | | | | | |
Cash and cash equivalents | | $ | 975 | | $ | — | | | $ | 975 |
Accounts receivable, net | | | 782 | | | — | | | | 782 |
Clearing broker assets | | | 309 | | | — | | | | 309 |
Prepaid expenses and other current assets | | | 140 | | | 4 | | | | 144 |
Retained interest in accounts receivable sold | | | 302 | | | (17 | ) | | | 285 |
| | | | | | | | | | |
Total current assets | | | 2,508 | | | (13 | ) | | | 2,495 |
Property and equipment, net | | | 898 | | | — | | | | 898 |
Software products, net | | | 1,159 | | | — | | | | 1,159 |
Customer base, net | | | 2,616 | | | — | | | | 2,616 |
Other assets, net | | | 1,282 | | | — | | | | 1,282 |
Goodwill | | | 7,328 | | | — | | | | 7,328 |
| | | | | | | | | | |
Total Assets | | $ | 15,791 | | $ | (13 | ) | | $ | 15,778 |
| | | | | | | | | | |
Liabilities and Stockholder's Equity: | | | | | | | | | | |
Current: | | | | | | | | | | |
Short-term and current portion of long-term debt | | $ | 322 | | $ | — | | | $ | 322 |
Accounts payable and accrued expenses | | | 973 | | | (12 | ) | | | 961 |
Clearing broker liabilities | | | 310 | | | — | | | | 310 |
Deferred revenue | | | 977 | | | — | | | | 977 |
| | | | | | | | | | |
Total current liabilities | | | 2,582 | | | (12 | ) | | | 2,570 |
Long-term debt | | | 8,553 | | | — | | | | 8,553 |
Deferred income taxes | | | 1,584 | | | 8 | | | | 1,592 |
| | | | | | | | | | |
Total liabilities | | | 12,719 | | | (4 | ) | | | 12,715 |
Stockholder's equity | | | 3,072 | | | (9 | ) | | | 3,063 |
| | | | | | | | | | |
Total Liabilities and Stockholder's Equity | | $ | 15,791 | | $ | (13 | ) | | $ | 15,778 |
| | | | | | | | | | |
See Notes to Consolidated Condensed Financial Information.
SunGard Data Systems Inc.
Notes to Consolidated Condensed Financial Information
Note 1. Reconciliation of Income from Operations to Adjusted Income from Operations
Adjusted income from operations represents income from operations adjusted for amortization of acquisition-related intangible assets, goodwill impairment charges, merger costs, adjustments for deferred revenue, stock-based compensation expense and management fee expense. Adjusted income from operations is not a recognized term under generally accepted accounting principles (GAAP). Adjusted income from operations does not represent income from operations, as that term is defined under GAAP, and should not be considered as an alternative to income from operations as an indicator of our operating performance. We have included information concerning adjusted income from operations because we use such information when evaluating income from operations to better evaluate the underlying performance of the Company. Adjusted income from operations as presented herein is not necessarily comparable to similarly titled measures. The following is a reconciliation between adjusted income from operations and income from operations, the GAAP measure we believe to be most directly comparable to adjusted income from operations.
| | | | | | | | | |
| | Three Months Ended Dec. 31, 2008 |
(in millions) | | As Originally Reported | | Adjustment | | As Adjusted |
Income from operations | | $ | 65 | | $ | — | | $ | 65 |
| | | |
Amortization of acquisition-related intangible assets | | | 154 | | | — | | | 154 |
Goodwill impairment charge | | | 128 | | | — | | | 128 |
Merger costs | | | 2 | | | — | | | 2 |
Purchase accounting adjustments | | | 11 | | | — | | | 11 |
Stock-based compensation and other costs | | | 23 | | | — | | | 23 |
| | | | | | | | | |
Adjusted income from operations | | $ | 383 | | $ | — | | $ | 383 |
| | | | | | | | | |
| |
| | Twelve Months Ended Dec. 31, 2008 |
(in millions) | | As Originally Reported | | Adjustment | | As Adjusted |
Income from operations | | $ | 470 | | $ | — | | $ | 470 |
| | | |
Amortization of acquisition-related intangible assets | | | 515 | | | — | | | 515 |
Goodwill impairment charge | | | 128 | | | — | | | 128 |
Merger costs | | | 2 | | | — | | | 2 |
Purchase accounting adjustments | | | 43 | | | — | | | 43 |
Stock-based compensation and other costs | | | 57 | | | — | | | 57 |
| | | | | | | | | |
Adjusted income from operations | | $ | 1,215 | | $ | — | | $ | 1,215 |
| | | | | | | | | |
SunGard Data Systems Inc.
Notes to Consolidated Condensed Financial Information
Note 2. Reconciliation of Net Loss to EBITDA and Reconciliation of EBITDA to Adjusted EBITDA
EBITDA represents net income (loss) before interest expense, income taxes, depreciation and amortization and goodwill impairment. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to certain items that are required in calculating covenant compliance under our senior and senior subordinated notes as well as under our senior secured credit facilities, which were entered into in August 2005 and our senior notes entered into in September 2008. Adjusted EBITDA is calculated by subtracting from or adding to EBITDA items of income or expense described below. EBITDA and Adjusted EBITDA are not recognized terms under generally accepted accounting principles, or GAAP. EBITDA and Adjusted EBITDA do not represent net income (loss), as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures (including capitalized software expense), tax payments and debt service requirements. SunGard considers EBITDA and Adjusted EBITDA to be key indicators of our ability to pay our debt. EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures. The following is a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the GAAP measure we believe to be most directly comparable to EBITDA and Adjusted EBITDA. Further information regarding this reconciliation is included in our periodic filings with the U.S. Securities and Exchange Commission.
| | | | | | | | | | | | |
| | Three Months Ended Dec. 31, 2008 | |
(in millions) | | As Originally Reported | | | Adjustment | | | As Adjusted | |
Net loss | | $ | (174 | ) | | $ | (13 | ) | | $ | (187 | ) |
Interest expense, net | | | 161 | | | | — | | | | 161 | |
Income tax expense (benefit) | | | 51 | | | | (4 | ) | | | 47 | |
Depreciation and amortization | | | 225 | | | | — | | | | 225 | |
Goodwill impairment charge | | | 128 | | | | — | | | | 128 | |
| | | | | | | | | | | | |
EBITDA | | | 391 | | | | (17 | ) | | | 374 | |
Purchase accounting adjustments | | | 11 | | | | — | | | | 11 | |
Non-cash charges | | | 13 | | | | — | | | | 13 | |
Unusual or non-recurring charges | | | 34 | | | | — | | | | 34 | |
Pro forma expense savings related to acquisitions | | | — | | | | 4 | | | | 4 | |
Other | | | 45 | | | | — | | | | 45 | |
| | | | | | | | | | | | |
Adjusted EBITDA—senior secured credit facilities | | | 494 | | | | (13 | ) | | | 481 | |
(Gain) Loss on sale of receivables | | | (5 | ) | | | 17 | | | | 12 | |
| | | | | | | | | | | | |
Adjusted EBITDA—senior notes due 2013 and 2015 and senior subordinated notes due 2015 | | $ | 489 | | | $ | 4 | | | $ | 493 | |
| | | | | | | | | | | | |
| |
| | Twelve Months Ended Dec. 31, 2008 | |
(in millions) | | As Originally Reported | | | Adjustment | | | As Adjusted | |
Net loss | | $ | (229 | ) | | $ | (13 | ) | | $ | (242 | ) |
Interest expense, net | | | 581 | | | | — | | | | 581 | |
Income tax expense (benefit) | | | 42 | | | | (4 | ) | | | 38 | |
Depreciation and amortization | | | 793 | | | | — | | | | 793 | |
Goodwill impairment charge | | | 128 | | | | — | | | | 128 | |
| | | | | | | | | | | | |
EBITDA | | | 1,315 | | | | (17 | ) | | | 1,298 | |
Purchase accounting adjustments | | | 39 | | | | — | | | | 39 | |
Non-cash charges | | | 35 | | | | — | | | | 35 | |
Unusual or non-recurring charges | | | 68 | | | | — | | | | 68 | |
Acquired EBITDA, net of disposed EBITDA | | | 57 | | | | — | | | | 57 | |
Pro forma expense savings related to acquisitions | | | — | | | | 17 | | | | 17 | |
Other | | | 76 | | | | — | | | | 76 | |
| | | | | | | | | | | | |
Adjusted EBITDA—senior secured credit facilities | | | 1,590 | | | | — | | | | 1,590 | |
Loss on sale of receivables | | | 8 | | | | 17 | | | | 25 | |
| | | | | | | | | | | | |
Adjusted EBITDA—senior notes due 2013 and 2015 and senior subordinated notes due 2015 | | $ | 1,598 | | | $ | 17 | | | $ | 1,615 | |
| | | | | | | | | | | | |