##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended March 31,
    2004                                           
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-28430

SS&C Technologies, Inc.

(Exact name of Registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 06-1169696                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

80 Lamberton Road

Windsor, CT 06095


(Address of principal executive offices,
including zip code)


860-298-4500

(Registrants telephone number, including
area code)


Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, $.01 par value per
share


Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes þ          No o

Number of shares outstanding of the issuers
classes of common stock as of May 3, 2004:

|                                        |  |                             
|--------------------------------------- |  | ----------------------------
|Class                                   |  | Number of Shares Outstanding
|                                        |  |                             
|Common stock, par value $0.01 per share |  | 18,776,009                  



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SS&C TECHNOLOGIES, INC.

INDEX

|                                             |  |                                                                                                  |  |        |    | 
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | ------ | -- | 
|                                             |  |                                                                                                  |  | Page  
|                                             |  |                                                                                                  |  | Number
|                                             |  |                                                                                                  |  |       
|PART I.                                      |  | FINANCIAL
    INFORMATION                                                                        |  |        | 2  | 
|Item 1.                                      |  | Financial Statements                                                                             |  |        | 2  | 
|                                             |  | Consolidated Balance Sheets
    at March 31, 2004 and December 31, 2003                          |  |        | 2  | 
|                                             |  | Consolidated Statements of
    Operations for the three months ended March 31, 2004 and
    2003 |  |        | 3  | 
|                                             |  | Consolidated Statements of
    Cash Flows for the three months ended March 31, 2004 and
    2003 |  |        | 4  | 
|                                             |  | Notes to Consolidated
    Financial Statements                                                   |  |        | 5  | 
|Item 2.                                      |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations        |  |        | 10 | 
|Item 3.                                      |  | Quantitative and Qualitative
    Disclosures About Market Risk                                   |  |        | 21 | 
|Item 4.                                      |  | Controls and Procedures                                                                          |  |        | 22 | 
|                                            
|PART II.                                     |  | OTHER
    INFORMATION                                                                            |  |        | 22 | 
|Item 2.                                      |  | Changes in Securities, Use
    of Proceeds and Issuer Purchases of Equity Securities             |  |        | 22 | 
|Item 6.                                      |  | Exhibits and Reports on
    Form 8-K                                                             |  |        | 23 | 
|                                             |  | SIGNATURE                                                                                        |  |        | 24 | 
|Ex-31.1 Certification of CEO                
|Ex-31.2 Certification of CFO                
|Ex-32 Certifications pursuant to Section 906

This Quarterly Report on Form 10-Q may
contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the
words believes, anticipates,
plans, expects, should, and
similar expressions are intended to identify forward-looking
statements. The important factors discussed below under the
caption Certain Factors That May Affect Future Operating
Results, among others, could cause actual results to
differ materially from those indicated by forward-looking
statements made herein and presented elsewhere by management
from time to time. The Company does not undertake an obligation
to update its forward-looking statements to reflect future
events or circumstances.



1



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##### Table of Contents






PART I.     FINANCIAL
INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

SS&C TECHNOLOGIES, INC.

AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS


|                                                                                                    |                                                                                                    |                |         |              |   |   |         |         |  
|--------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------- | ------- | ------------ | - | - | ------- | ------- | -
|                                                                                                    |                                                                                                    | March 31,      |         | December 31,
|                                                                                                    |                                                                                                    | 2004           |         | 2003        
|                                                                                                    |                                                                                                    |                |         |             
|                                                                                                    |                                                                                                    |               
|                                                                                                    |                                                                                                    | (In thousands)
|                                                                                                    |                                                                                                    | (Unaudited)   
|ASSETS                                                                                             
|Current assets                                                                                      |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    | Cash and cash equivalents                                                                          |                | $       | 30,974       |   |   | $       | 15,261  |  
|                                                                                                    | Investments in marketable securities                                                               |                |         | 25,639       |   |   |         | 37,120  |  
|                                                                                                    | Accounts receivable, net of allowance for
    doubtful accounts of $1,501 and $1,449, respectively |                |         | 8,814        |   |   |         | 8,571   |  
|                                                                                                    | Prepaid expenses and other current assets                                                          |                |         | 1,301        |   |   |         | 1,434   |  
|                                                                                                    | Deferred income taxes                                                                              |                |         | 570          |   |   |         | 620     |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Total current assets                                                                                |                                                                                                    |                | 67,298  |              |   |   | 63,006  |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Property and equipment                                                                              |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    | Leasehold improvements                                                                             |                |         | 3,605        |   |   |         | 3,593   |  
|                                                                                                    | Equipment, furniture, and fixtures                                                                 |                |         | 16,084       |   |   |         | 15,805  |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    |                                                                                                    |                | 19,689  |              |   |   | 19,398  |        
|                                                                                                    | Less accumulated depreciation                                                                      |                |         | (15,178      | ) |   |         | (14,634 | )
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    | Net property and equipment                                                                         |                |         | 4,511        |   |   |         | 4,764   |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Deferred income taxes                                                                               |                                                                                                    |                | 6,338   |              |   |   | 6,417   |        
|Goodwill                                                                                            |                                                                                                    |                | 6,982   |              |   |   | 3,841   |        
|Intangible and other assets, net of accumulated
    amortization of $3,563 and $3,434, respectively |                                                                                                    |                | 5,741   |              |   |   | 4,557   |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Total assets                                                                                        |                                                                                                    | $              | 90,870  |              |   | $ | 82,585  |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                                           
|                                                                                                   
|Current liabilities                                                                                 |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    | Accounts payable                                                                                   |                | $       | 645          |   |   | $       | 916     |  
|                                                                                                    | Income taxes payable                                                                               |                |         | 1,152        |   |   |         | 91      |  
|                                                                                                    | Accrued employee compensation and benefits                                                         |                |         | 1,584        |   |   |         | 3,484   |  
|                                                                                                    | Other accrued expenses                                                                             |                |         | 2,835        |   |   |         | 2,039   |  
|                                                                                                    | Deferred maintenance and other revenue                                                             |                |         | 18,721       |   |   |         | 14,467  |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Total current liabilities                                                                           |                                                                                                    |                | 24,937  |              |   |   | 20,997  |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Commitments and contingencies
    (Note 9)                                                          |                                                                                                    |                |         |              |   |   |         |        
|Stockholders equity                                                                                |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    | Common stock                                                                                       |                |         | 269          |   |   |         | 268     |  
|                                                                                                    | Additional paid-in capital                                                                         |                |         | 107,271      |   |   |         | 105,359 |  
|                                                                                                    | Accumulated other comprehensive income                                                             |                |         | 563          |   |   |         | 588     |  
|                                                                                                    | Retained earnings                                                                                  |                |         | 11,250       |   |   |         | 8,793   |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|                                                                                                    |                                                                                                    |                | 119,353 |              |   |   | 115,008 |        
|                                                                                                    | Less: cost of common stock in treasury;
    8,191 shares                                           |                |         | 53,420       |   |   |         | 53,420  |  
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Total stockholders equity                                                                          |                                                                                                    |                | 65,933  |              |   |   | 61,588  |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        
|Total liabilities and stockholders equity                                                          |                                                                                                    | $              | 90,870  |              |   | $ | 82,585  |        
|                                                                                                    |                                                                                                    |                |         |              |   |   |         |        

See accompanying notes to Consolidated Financial
Statements.

2



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##### Table of Contents



SS&C TECHNOLOGIES, INC.

AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                                                       |                            |                          |        |           |        |   |        |       |        | 
|-------------------------------------------------------------------------------------- | -------------------------- | ------------------------ | ------ | --------- | ------ | - | ------ | ----- | ------ | 
|                                                                                       |                            |                         
|                                                                                       |                            | Three Months Ended      
|                                                                                       |                            |                         
|                                                                                       |                            | March 31,                |        | March 31,
|                                                                                       |                            | 2004                     |        | 2003     
|                                                                                       |                            |                          |        |          
|                                                                                       |                            |                         
|                                                                                       |                            | (In thousands, except   
|                                                                                       |                            | per share data)         
|                                                                                       |                            | (Unaudited)             
|Revenues:                                                                              |                            |                          |        |           |        |   |        |      
|                                                                                       | Software licenses          |                          | $      | 4,140     |        |   | $      | 3,382 |       
|                                                                                       | Maintenance                |                          |        | 7,982     |        |   |        | 7,618 |       
|                                                                                       | Professional services      |                          |        | 1,850     |        |   |        | 1,657 |       
|                                                                                       | Outsourcing                |                          |        | 5,217     |        |   |        | 3,081 |       
|                                                                                       |                            |                          |        |           |        |   |        |      
|                                                                                       |                            | Total revenues           |        |           | 19,189 |   |        |       | 15,738 | 
|                                                                                       |                            |                          |        |           |        |   |        |      
|Cost of revenues:                                                                      |                            |                          |        |           |        |   |        |      
|                                                                                       | Software licenses          |                          |        | 445       |        |   |        | 441   |       
|                                                                                       | Maintenance                |                          |        | 1,648     |        |   |        | 1,566 |       
|                                                                                       | Professional services      |                          |        | 1,279     |        |   |        | 1,154 |       
|                                                                                       | Outsourcing                |                          |        | 2,742     |        |   |        | 1,982 |       
|                                                                                       |                            |                          |        |           |        |   |        |      
|                                                                                       |                            | Total cost of revenues   |        |           | 6,114  |   |        |       | 5,143  | 
|                                                                                       |                            |                          |        |           |        |   |        |      
|Gross profit                                                                           |                            |                          | 13,075 |           |        |   | 10,595 |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Operating expenses:                                                                    |                            |                          |        |           |        |   |        |      
|                                                                                       | Selling and marketing      |                          |        | 2,220     |        |   |        | 2,105 |       
|                                                                                       | Research and development   |                          |        | 2,956     |        |   |        | 3,003 |       
|                                                                                       | General and administrative |                          |        | 1,869     |        |   |        | 1,922 |       
|                                                                                       |                            |                          |        |           |        |   |        |      
|                                                                                       |                            | Total operating expenses |        |           | 7,045  |   |        |       | 7,030  | 
|                                                                                       |                            |                          |        |           |        |   |        |      
|Operating income                                                                       |                            |                          | 6,030  |           |        |   | 3,565  |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Interest income                                                                        |                            |                          | 183    |           |        |   | 249    |      
|Other income (expense), net                                                            |                            |                          | (32    | )         |        |   | 5      |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Income before income taxes                                                             |                            |                          | 6,181  |           |        |   | 3,819  |      
|Provision for income taxes                                                             |                            |                          | 2,411  |           |        |   | 1,490  |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Net income                                                                             |                            | $                        | 3,770  |           |        | $ | 2,329  |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Basic earnings per share                                                               |                            | $                        | 0.20   |           |        | $ | 0.12   |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Basic weighted average number of common shares
    outstanding                         |                            |                          | 18,687 |           |        |   | 18,924 |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Diluted earnings per share                                                             |                            | $                        | 0.19   |           |        | $ | 0.12   |      
|                                                                                       |                            |                          |        |           |        |   |        |      
|Diluted weighted average number of common and
    common equivalent shares outstanding |                            |                          | 20,201 |           |        |   | 19,863 |      
|                                                                                       |                            |                          |        |           |        |   |        |      

See accompanying notes to Consolidated Financial
Statements.

3



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##### Table of Contents



SS&C TECHNOLOGIES, INC.

AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |        |        |       | 
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------- | ----------------- | --------- | ------ | ----- | ------ | ------ | ------ | ----- | 
|                                                                                      |                                                                                       |                                        
|                                                                                      |                                                                                       | Three Months Ended                     
|                                                                                      |                                                                                       |                                        
|                                                                                      |                                                                                       | March 31,                               |                   | March 31,
|                                                                                      |                                                                                       | 2004                                    |                   | 2003     
|                                                                                      |                                                                                       |                                         |                   |          
|                                                                                      |                                                                                       |                                        
|                                                                                      |                                                                                       | (In thousands)                         
|                                                                                      |                                                                                       | (Unaudited)                            
|Cash flow from operating activities:                                                  |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Net income                                                                            |                                         | $                 | 3,770     |        |       | $      | 2,329  |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Depreciation and amortization                                                         |                                         |                   | 908       |        |       |        | 935    |       
|                                                                                      | Net realized losses (gains) on investments
    in marketable securities               |                                         |                   | 26        |        |       |        | (2     | )     
|                                                                                      | Deferred income taxes                                                                 |                                         |                   | 128       |        |       |        | 108    |       
|                                                                                      | Income tax benefit related to exercise of stock
    options                           |                                         |                   | 1,116     |        |       |        |       |       
|                                                                                      | Provision for doubtful accounts                                                       |                                         |                   | 137       |        |       |        | 348    |       
|                                                                                      | Changes in operating assets and liabilities,
    excluding effects from acquisitions: |                                         |                   |           |        |       |        |        |       
|                                                                                      |                                                                                       | Accounts receivable                     |                   |           | (289   | )     |        |        | (1,683 | )    
|                                                                                      |                                                                                       | Prepaid expenses and other assets       |                   |           | 130    |       |        |        | 265    |      
|                                                                                      |                                                                                       | Accounts payable                        |                   |           | (273   | )     |        |        | (283   | )    
|                                                                                      |                                                                                       | Accrued expenses                        |                   |           | (2,006 | )     |        |        | (2,280 | )    
|                                                                                      |                                                                                       | Taxes payable                           |                   |           | 1,065  |       |        |        | 1,265  |      
|                                                                                      |                                                                                       | Deferred maintenance and other revenues |                   |           | 4,087  |       |        |        | 7,251  |      
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      |                                                                                       |                                         | Total adjustments |           |        | 5,029 |        |        |        | 5,924 | 
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Net cash provided by operating activities                                             |                                         |                   | 8,799     |        |       |        | 8,253  |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Cash flow from investing activities:                                                  |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Additions to property and equipment                                                   |                                         |                   | (177      | )      |       |        | (105   | )     
|                                                                                      | Cash paid for business acquisitions, net of cash
    acquired                         |                                         |                   | (3,855    | )      |       |        |       |       
|                                                                                      | Purchases of marketable securities                                                    |                                         |                   | (11,300   | )      |       |        | (8,952 | )     
|                                                                                      | Sales of marketable securities                                                        |                                         |                   | 22,834    |        |       |        | 5,421  |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Net cash provided by (used in) investing
    activities                               |                                         |                   | 7,502     |        |       |        | (3,636 | )     
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Cash flow from financing activities:                                                  |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Exercise of options                                                                   |                                         |                   | 817       |        |       |        | 385    |       
|                                                                                      | Purchase of common stock for treasury                                                 |                                         |                   |          |        |       |        | (1,879 | )     
|                                                                                      | Common stock dividends                                                                |                                         |                   | (1,333    | )      |       |        |       |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|                                                                                      | Net cash used in financing activities                                                 |                                         |                   | (516      | )      |       |        | (1,494 | )     
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Effect of exchange rate changes on cash                                               |                                                                                       |                                         | (72               | )         |        |       | 102    |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Net increase in cash and cash equivalents                                             |                                                                                       |                                         | 15,713            |           |        |       | 3,225  |       
|Cash and cash equivalents, beginning of period                                        |                                                                                       |                                         | 15,261            |           |        |       | 18,336 |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       
|Cash and cash equivalents, end of period                                              |                                                                                       | $                                       | 30,974            |           |        | $     | 21,561 |       
|                                                                                      |                                                                                       |                                         |                   |           |        |       |        |       

See accompanying notes to Consolidated Financial
Statements.

4



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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND
SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




|   |                      
|-- | ---------------------
|1. | Basis of Presentation

In the opinion of the Company, the accompanying
unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments,
except as noted elsewhere in the notes to the consolidated
financial statements) necessary to present fairly its financial
position as of March 31, 2004 and the results of its
operations for the three months ended March 31, 2004 and
2003. These statements do not include all of the information and
footnotes required by generally accepted accounting principles
for annual financial statements. The financial statements
contained herein should be read in conjunction with the
consolidated financial statements and footnotes as of and for
the year ended December 31, 2003 which were included in the
Companys Annual Report on Form 10-K, as amended,
filed with the Securities and Exchange Commission. The
December 31, 2003 consolidated balance sheet data were
derived from audited financial statements, but do not include
all disclosures required by generally accepted accounting
principles for annual financial statements. The results of
operations for the three months ended March 31, 2004 are
not necessarily indicative of the expected results for the full
year. Certain prior year balances have been reclassified to
conform with current year presentation.



|   |                      
|-- | ---------------------
|2. | Marketable Securities

At March 31, 2004, the cost basis, fair
market value, and unrealized gains and losses by major security
type, were as follows (in thousands):

|                                             |       |      |        |                  |  |            |     |     |  |   |        |        | 
|-------------------------------------------- | ----- | ---- | ------ | ---------------- |  | ---------- | --- | --- |  | - | ------ | ------ | 
|                                             |       |      |        | Gross Unrealized |  |           
|                                             |       | Cost |        | Gains/(losses)   |  | Fair Value
|                                             |       |      |        |                  |  |           
|State, municipal and county government bonds |       | $    | 11,467 |                  |  | $          | 8   |     |  | $ | 11,475 |       
|US Government securities                     |       |      |       |                  |  |            |    |     |  |   |       |       
|Corporate bonds                              |       |      | 9,515  |                  |  |            | 44  |     |  |   | 9,559  |       
|Equities                                     |       |      | 3,964  |                  |  |            | 641 |     |  |   | 4,605  |       
|                                             |       |      |        |                  |  |            |     |     |  |   |        |       
|                                             | Total |      | $      | 24,946           |  |            | $   | 693 |  |   | $      | 25,639 | 
|                                             |       |      |        |                  |  |            |     |     |  |   |        |       



|   |                         
|-- | ------------------------
|3. | Stock-Based Compensation

The Company has elected to follow Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees (APB 25), and related
interpretations in accounting for its stock options. Under
APB 25, when the exercise price of employee stock options
equals or exceeds the market price of the underlying stock on
the date of grant and the grants are for a fixed number of
shares, no compensation expense is recorded.

5



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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Company follows the disclosure-only
provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, as amended by
SFAS No. 148. Accordingly, no compensation cost has
been recognized for the stock option plans and employee stock
purchase plan. Had compensation cost for the Companys
stock option plans and employee stock purchase plan been
determined consistent with the fair value method prescribed in
SFAS No. 123, the Companys net income and
earnings per share would have been adjusted to the pro forma
amounts indicated in the table below for the three months ended
(in thousands except per share amounts):

|                                                                                                                                            |         |           |       |           |  |   |       |      | 
|------------------------------------------------------------------------------------------------------------------------------------------- | ------- | --------- | ----- | --------- |  | - | ----- | ---- | 
|                                                                                                                                            |         | March 31, |       | March 31,
|                                                                                                                                            |         | 2004      |       | 2003     
|                                                                                                                                            |         |           |       |          
|Net income, as reported                                                                                                                     |         | $         | 3,770 |           |  | $ | 2,329 |     
|Deduct: total stock-based employee compensation
    determined under fair value based method for all awards, net of
    related tax effects |         |           | 211   |           |  |   | 765   |     
|                                                                                                                                            |         |           |       |           |  |   |       |     
|Net income, pro forma                                                                                                                       |         | $         | 3,559 |           |  | $ | 1,564 |     
|                                                                                                                                            |         |           |       |           |  |   |       |     
|Reported net income per share                                                                                                               |         |           |       |           |  |   |       |     
|                                                                                                                                            | Basic   |           | $     | 0.20      |  |   | $     | 0.12 | 
|                                                                                                                                            | Diluted |           |       | 0.19      |  |   |       | 0.12 | 
|Pro forma net income per share                                                                                                              |         |           |       |           |  |   |       |     
|                                                                                                                                            | Basic   |           | $     | 0.19      |  |   | $     | 0.08 | 
|                                                                                                                                            | Diluted |           |       | 0.18      |  |   |       | 0.08 | 

The effects of applying SFAS No. 123 in
this pro forma disclosure are not indicative of future amounts.



|   |                                     
|-- | ------------------------------------
|4. | Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance
with Statement of Financial Accounting Standards No. 128,
Earnings Per Share. Basic earnings per share
includes no dilution and is computed by dividing income
available to the Companys common stockholders by the
weighted average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net
income by the weighted average number of common and common
equivalent shares outstanding during the period. Common
equivalent shares consist of stock options using the treasury
stock method. Common equivalent shares are excluded from the
computation of diluted earnings per share if the effect of
including such common equivalent shares is antidilutive because
their exercise prices exceed the fair value of the common stock.
Options to purchase 55,500 and 1,031,000 shares were
outstanding at March 31, 2004 and 2003, respectively, but
were excluded from the computation of diluted earnings per share
because the effect of including the options would be
antidilutive. Income available to stockholders is the same for
basic and diluted earnings per share. A reconciliation of the
shares outstanding is as follows (in thousands):

|                                                                                                                             |  |           |        |           |  |  |        | 
|---------------------------------------------------------------------------------------------------------------------------- |  | --------- | ------ | --------- |  |  | ------ | 
|                                                                                                                             |  | March 31, |        | March 31,
|                                                                                                                             |  | 2004      |        | 2003     
|                                                                                                                             |  |           |        |          
|Weighted average common shares
    outstanding  used in calculation of basic earnings
    per share                         |  |           | 18,687 |           |  |  | 18,924 | 
|Weighted average common stock
    equivalents  options                                                                      |  |           | 1,514  |           |  |  | 939    | 
|                                                                                                                             |  |           |        |           |  |  |        | 
|Weighted average common and common equivalent
    shares outstanding  used in calculation of diluted
    earnings per share |  |           | 20,201 |           |  |  | 19,863 | 
|                                                                                                                             |  |           |        |           |  |  |        | 

6



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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                     
|-- | --------------------
|5. | Comprehensive Income

SFAS No. 130, Reporting
Comprehensive Income, requires that items defined as
comprehensive income, such as foreign currency translation
adjustments and unrealized gains (losses) on marketable
securities, be separately classified in the financial statements
and that the accumulated balance of other comprehensive income
be reported separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet.
Total comprehensive income consists of net income and other
accumulated comprehensive income disclosed in the equity section
of the balance sheet.

The following table sets forth the components of
comprehensive income (in thousands):

|                                                   |  |                    |       |           |  |   |       |  
|-------------------------------------------------- |  | ------------------ | ----- | --------- |  | - | ----- | -
|                                                   |  |                   
|                                                   |  | Three Months Ended
|                                                   |  |                   
|                                                   |  | March 31,          |       | March 31,
|                                                   |  | 2004               |       | 2003     
|                                                   |  |                    |       |          
|Net income                                         |  | $                  | 3,770 |           |  | $ | 2,329 |  
|Foreign currency translation gain (loss)           |  |                    | (102  | )         |  |   | 86    |  
|Unrealized gains (losses) on marketable securities |  |                    | 77    |           |  |   | (33   | )
|                                                   |  |                    |       |           |  |   |       |  
|Total comprehensive income                         |  | $                  | 3,745 |           |  | $ | 2,382 |  
|                                                   |  |                    |       |           |  |   |       |  



|   |                         
|-- | ------------------------
|6. | Stock Repurchase Program

On May 22, 2003, the Companys Board of
Directors authorized the continued repurchase of shares of the
Companys Common Stock up to an additional expenditure of
$30 million. Under the repurchase programs, the Company
purchased a total of 8.2 million shares of Common Stock for
approximately $53.4 million through December 31, 2003.
The Company did not repurchase any shares during the quarter
ended March 31, 2004.



|   |                              
|-- | -----------------------------
|7. | Stock Split and Cash Dividend

On February 5, 2004, the Companys
Board of Directors approved a three-for-two stock split to be
effected in the form of a stock dividend. The record date for
the stock split was February 20, 2004 and the payment date
was March 5, 2004. All share and per share amounts for all
periods presented have been retroactively restated to reflect
the stock split.

As part of its semi-annual cash dividend program,
the Companys Board of Directors declared a post-split
dividend of $0.07 per share, which was paid on
March 24, 2004 to stockholders of record as of
March 10, 2004.



|   |             
|-- | ------------
|8. | Acquisitions

On February 17, 2004, the Company acquired
substantially all the assets of NeoVision Hypersystems, Inc.
(NeoVision) for $1.6 million and the assumption
of certain liabilities. The Company paid $0.8 million
during the first quarter of 2004 and expects to make the
remaining payment in the second quarter of 2004. NeoVision is a
provider of tactical visual analytical solutions for the
financial industry. NeoVisions products complement the
Companys existing product offerings and provide traders,
brokers and portfolio managers the ability to quickly track,
analyze and assess market positions and performance.

The net assets and results of operations of
NeoVision have been included in the Companys consolidated
financial statements from February 15, 2004. The purchase
price was allocated to tangible and intangible assets based on
their fair value at the date of acquisition. The fair value of
the completed technology was determined using the future cash
flows method. The acquired technology is amortized on a

7



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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

straight-line basis over five years, the
estimated life of the product. The remainder of the purchase
price was allocated to goodwill.

On January 16, 2004, the Company acquired
substantially all the assets of Investment Advisory Network, LLC
(IAN) for $3 million and the assumption of
certain liabilities. IAN provides web-based wealth management
services to financial institutions, broker-dealers and financial
advisors who offer managed accounts to the private wealth
market. IANs services complement the Companys
existing product offerings and provide access to the private
wealth financial services market.

The net assets and results of operations of IAN
have been included in the Companys consolidated financial
statements from January 1, 2004. The purchase price was
allocated to tangible and intangible assets based on their fair
value at the date of acquisition. The fair value of the
completed technology was determined using the future cash flows
method. The acquired technology is amortized on a straight-line
basis over five years, the estimated life of the product. The
remainder of the purchase price was allocated to goodwill.

The following summarizes the allocation of the
purchase price for the acquisitions of NeoVision and IAN (in
thousands):

|                                      |  |           |       |     |  |   |       |  
|------------------------------------- |  | --------- | ----- | --- |  | - | ----- | -
|                                      |  | NeoVision |       | IAN
|                                      |  |           |       |    
|Assets acquired, net of cash received |  | $         | 100   |     |  | $ | 232   |  
|Purchased technology                  |  |           | 430   |     |  |   | 1,100 |  
|Goodwill                              |  |           | 1,211 |     |  |   | 1,928 |  
|Liabilities assumed                   |  |           | (91   | )   |  |   | (255  | )
|                                      |  |           |       |     |  |   |       |  
|Consideration paid                    |  | $         | 1,650 |     |  | $ | 3,005 |  
|                                      |  |           |       |     |  |   |       |  

The following unaudited pro forma condensed
consolidated results of operations is provided for illustrative
purposes only and assumes that the acquisitions of NeoVision and
IAN occurred on January 1, 2003. This unaudited pro forma
information (in thousands, except per share data) should not be
relied upon as being indicative of the historical results that
would have been obtained if these acquisitions had actually
occurred on that date, nor of the results that may be obtained
in the future.

|                           |  |                    |        |           |  |   |        | 
|-------------------------- |  | ------------------ | ------ | --------- |  | - | ------ | 
|                           |  |                   
|                           |  | Three Months Ended
|                           |  |                   
|                           |  | March 31,          |        | March 31,
|                           |  | 2004               |        | 2003     
|                           |  |                    |        |          
|Revenues                   |  | $                  | 19,238 |           |  | $ | 16,738 | 
|Net income                 |  |                    | 3,736  |           |  |   | 2,131  | 
|Basic earnings per share   |  | $                  | 0.20   |           |  | $ | 0.11   | 
|Diluted earnings per share |  | $                  | 0.18   |           |  | $ | 0.11   | 



|   |                              
|-- | -----------------------------
|9. | Commitments and Contingencies

From time to time, the Company is subject to
legal proceedings and claims that arise in the normal course of
its business. In the opinion of management, the Company is not a
party to any litigation that it believes could have a material
effect on the Company or its business.

In 2001, the Internal Revenue Service
(IRS) notified the Company of purported federal
income tax deficiencies for the years 1996 through 1999,
relating to the Companys research and experimentation
credits. In 2003, the Company reached a tentative settlement
with the IRS that allowed 50% of the research and
experimentation credits associated with the years 1996 through
1999, or $351,000. The settlement still requires final approval
by the IRS, although in the opinion of management, the final
settlement will not be materially different from the amounts
recorded. This amount has been included in the Companys
tax provision for the year ended December 31, 2003.

8



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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                                                  
|--- | -------------------------------------------------
|10. | International Sales and Geography
    Information

The Company manages its business primarily on a
geographic basis. The Company attributes net sales to an
individual country based upon location of the customer. The
Companys reportable regions consist of the Americas,
Europe and Asia Pacific and Japan. The European region includes
European countries as well as the Middle East and Africa.

Revenues by geography were (in thousands):

|                                 |  |                    |        |           |  |   |        | 
|-------------------------------- |  | ------------------ | ------ | --------- |  | - | ------ | 
|                                 |  |                   
|                                 |  | Three Months Ended
|                                 |  |                   
|                                 |  | March 31,          |        | March 31,
|                                 |  | 2004               |        | 2003     
|                                 |  |                    |        |          
|United States                    |  | $                  | 16,306 |           |  | $ | 13,302 | 
|Americas excluding United States |  |                    | 857    |           |  |   | 809    | 
|Europe                           |  |                    | 1,480  |           |  |   | 1,080  | 
|Asia Pacific and Japan           |  |                    | 546    |           |  |   | 547    | 
|                                 |  |                    |        |           |  |   |        | 
|                                 |  | $                  | 19,189 |           |  | $ | 15,738 | 
|                                 |  |                    |        |           |  |   |        | 



|    |                  
|--- | -----------------
|11. | Subsequent Events

On April 12, 2004, the Company closed its
previously announced acquisition of OMR Systems Corporation and
OMR Systems International, Ltd (collectively, OMR),
purchasing the outstanding stock of both subsidiaries from ADP
Financial Information Services, Inc. for $19.7 million in
cash, plus the costs of effecting the acquisition. OMR provides
treasury processing software and outsourcing solutions to banks
and offers comprehensive hedge fund administration. The net
assets and results of operations of OMR will be included in the
Companys consolidated financial statements from
April 12, 2004. The allocation of the purchase price has
not yet been finalized.

9



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

Critical Accounting Policies

Certain of our accounting policies require the
application of significant judgment by our management, and such
judgments are reflected in the amounts reported in our
consolidated financial statements. In applying these policies,
our management uses its judgment to determine the appropriate
assumptions to be used in the determination of estimates. Those
estimates are based on our historical experience, terms of
existing contracts, managements observation of trends in
the industry, information provided by our clients and
information available from other outside sources, as
appropriate. Actual results may differ significantly from the
estimates contained in our consolidated financial statements.
There have been no material changes to our critical accounting
estimates and assumptions or the judgments affecting the
application of those estimates and assumptions since the filing
of Amendment No. 1 to our Annual Report on Form 10-K/
A. Our critical accounting policies are described in our annual
filing on Form 10-K/ A and include:



| |   |                                                  
| | - | -------------------------------------------------
| |  | Revenue Recognition                              
|
| |  | Allowance for Doubtful Accounts                  
|
| |  | Long-Lived Assets, Intangible Assets and Goodwill
|
| |  | Acquisition Accounting                           
|
| |  | Income Taxes                                     
|
| |  | Marketable Securities                            



| |                                                                             
| | ----------------------------------------------------------------------------
| | Results of Operations for the three months
    ended March 31, 2004 and 2003

The following table sets forth revenues (in
thousands) and changes in revenues for the periods indicated:

|          |                       |                    |   |            |        |        |   |       |        |  |  |     |     | 
|--------- | --------------------- | ------------------ | - | ---------- | ------ | ------ | - | ----- | ------ |  |  | --- | --- | 
|          |                       |                    |   |           
|          |                       | Three Months Ended |   |           
|          |                       | March 31,          |   |           
|          |                       |                    |   | Percentage
|          |                       | 2004               |   | 2003       |        | Change
|          |                       |                    |   |            |        |       
|Revenues: |                       |                    |   |            |        |        |   |       |        |  |  |    
|          | Software licenses     |                    | $ | 4,140      |        |        | $ | 3,382 |        |  |  | 22% |    
|          | Maintenance           |                    |   | 7,982      |        |        |   | 7,618 |        |  |  | 5%  |    
|          | Professional services |                    |   | 1,850      |        |        |   | 1,657 |        |  |  | 12% |    
|          | Outsourcing           |                    |   | 5,217      |        |        |   | 3,081 |        |  |  | 69% |    
|          |                       |                    |   |            |        |        |   |       |        |  |  |    
|          |                       | Total revenues     |   | $          | 19,189 |        |   | $     | 15,738 |  |  |     | 22% | 
|          |                       |                    |   |            |        |        |   |       |        |  |  |    

The following table sets forth the percentage of
our revenues represented by each of the following sources of
revenues for the periods indicated:

|          |                       |              |  |      |  |  |  |     | 
|--------- | --------------------- | ------------ |  | ---- |  |  |  | --- | 
|          |                       |             
|          |                       | Three Months
|          |                       | Ended       
|          |                       | March 31,   
|          |                       |             
|          |                       | 2004         |  | 2003
|          |                       |              |  |     
|Revenues: |                       |              |  |      |  |  |  |    
|          | Software licenses     |              |  | 21%  |  |  |  | 21% | 
|          | Maintenance           |              |  | 42%  |  |  |  | 48% | 
|          | Professional services |              |  | 10%  |  |  |  | 11% | 
|          | Outsourcing           |              |  | 27%  |  |  |  | 20% | 

10



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##### Table of Contents





| |         
| | --------
| | Revenues

We derive our revenues from software licenses,
related maintenance and professional services and outsourcing
services. Revenues were $19.2 million and
$15.7 million for the three months ended March 31,
2004 and 2003, respectively. The $3.5 million, or 22%,
revenue increase came from both organic growth and acquisitions.
Organic growth accounted for $2.3 million of the increase,
which came from increased demand of $2.3 million for CAMRA
products and $0.9 million for SS&C Direct outsourcing
services, offset by reduced sales of $1.0 million for LMS
products and services. The remaining $1.2 million increase
was due to sales of products and services that we acquired in
our recent acquisitions of the fund services business, IAN and
NeoVision.

Software Licenses.Software license revenues were $4.1 million and
$3.4 million for the three months ended March 31, 2004
and 2003, respectively. The increase of $0.8 million was
mainly due to an increase of $1.4 million in sales of our
CAMRA product and a $0.2 million increase in our
Derivatives product, offset by decreases in sales of our LMS and
AdvisorWare products of $0.9 million. In the three months
ended March 31, 2004, we experienced a reduction of 2% in
the quantity of license deals, which was offset by an increase
of 25% in the average deal size. The increase in the average
deal size was mainly due to a large sale of a CAMRA product
license in the quarter. Software license revenues will vary
depending on the timing, size and nature of our license
transactions. For example, the average size of our software
license transactions and the number of large transactions may
fluctuate on a period-to-period basis. Additionally, software
license revenues will vary among the various products that we
offer, due to differences such as the timing of new releases,
which may affect the timing of our sales, and variances in
economic conditions affecting opportunities in the vertical
markets served by such products.

Maintenance.Maintenance revenues were $8.0 million and
$7.6 million for the three months ended March 31, 2004
and 2003, respectively. Maintenance revenue growth was across
all product lines except Total Return, with CAMRA maintenance
accounting for 52% of the increase. The increase was mainly due
to the addition of new maintenance clients and annual
maintenance fee increases. We typically deliver maintenance
services under one-year renewable contracts that provide for an
annual increase in maintenance fees that tracks the cost of
inflation. These annual maintenance fee increases, which we
believe are customary for software maintenance agreements, are
generally tied to the percentage change in the consumer price
index. Future maintenance revenue growth is dependent on our
ability to retain existing clients, add new license clients and
continue to obtain annual fee increases tied to the consumer
price index.

Professional
Services.Professional services
revenues were $1.9 million and $1.7 million for the
three months ended March 31, 2004 and 2003, respectively.
The increase in professional services revenues was due to an
increase of $0.8 million for CAMRA implementation services
and $0.2 million for professional services associated with
the recently acquired companies, offset by reductions of
$0.6 million for LMS product services and $0.2 million
for AdvisorWare services. The increase in CAMRA services was the
result of a large CAMRA project that was completed in the first
quarter of 2004. We had a large LMS implementation project in
the three months ended March 31, 2003, for which there was
no comparable project in 2004. Our overall software license
revenue levels and market demand for professional services will
continue to have an effect on our professional services revenues.

Outsourcing.Outsourcing revenues were $5.2 million and
$3.1 million for the three months ended March 31, 2004
and 2003, respectively. The increase in outsourcing revenues of
$2.1 million, or 69%, was attributable to both organic
growth and acquisitions. Increased demand and the addition of
new clients for our SS&C Direct outsourcing services
contributed $1.1 million of the increase and the remainder
of $1.0 million came from the recent acquisitions of the
fund services business in December 2003 and IAN in January 2004.
Future outsourcing revenue growth is dependent on our ability to
retain existing clients, add new clients and increase average
outsourcing fees.

11



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##### Table of Contents





| |                 
| | ----------------
| | Cost of Revenues

The total cost of revenues was $6.1 million
and $5.1 million for the three months ended March 31,
2004 and 2003, respectively. The gross margin increased to 68%
for the three months ended March 31, 2004 from 67% for the
comparable period in 2003. The total cost of revenues increase
was mainly due to increased personnel and expenses of
$0.3 million to support the increased revenues and the
increase of $0.7 million in costs associated with the
recent acquisitions. The increase in gross margins was primarily
attributable to efficiencies gained in providing an increased
level of outsourcing and professional services without incurring
the same level of increase in our costs.

Cost of Software
Licenses.Cost of software license
revenues consists primarily of amortization expense of completed
technology, royalties, third-party software, and the costs of
product media, packaging and documentation. The cost of software
licenses was $0.4 million for each of the three months
ended March 31, 2004 and 2003. Cost of software license
revenues as a percentage of such revenues decreased to 11% for
the three months ended March 31, 2004 from 13% for the
three months ended March 31, 2003.

Cost of Maintenance.Cost of maintenance revenues consists primarily of technical
client support and costs associated with the distribution of
products and regulatory updates. The cost of maintenance
revenues was $1.6 million for each of the three months
ended March 31, 2004 and 2003, with no significant change
between the periods. The cost of maintenance revenues as a
percentage of these revenues was 21% for each of the three
months ended March 31, 2004 and 2003.

Cost of Professional
Services.Cost of professional
services revenues consists primarily of the cost related to
personnel utilized to provide implementation, conversion and
training services to our software licensees, as well as system
integration, custom programming and actuarial consulting
services. The cost of professional services revenues was
$1.3 million and $1.2 million for the three months
ended March 31, 2004 and 2003, respectively. The increase
was mainly due to the acquisition of IAN in January 2004. The
cost of professional services revenues as a percentage of such
revenues decreased to 69% for the three months ended
March 31, 2004 from 70% for the three months ended
March 31, 2003.

Cost of Outsourcing.Cost of outsourcing revenues consists primarily of the cost
related to personnel utilized in servicing our outsourcing
clients. The cost of outsourcing revenues was $2.7 million
and $2.0 million for the three months ended March 31,
2004 and 2003, respectively. The increase in cost of outsourcing
revenues of $0.8 million, or 38%, was mainly due to the
recent acquisitions, which contributed $0.6 million in
additional costs, and increased costs of $0.1 million to
support the growth in organic revenue. The cost of outsourcing
revenues as a percentage of such revenues decreased to 53% for
the three months ended March 31, 2004 from 64% for the
three months ended March 31, 2003. We have improved margins
in outsourcing revenues by managing costs and improving
efficiencies through the automation of processes that were
previously done manually.



| |                   
| | ------------------
| | Operating Expenses

Total operating expenses were $7.0 million
for each of the three months ended March 31, 2004 and 2003,
representing 37% and 45% of total revenues in those periods,
respectively. Included in 2004 are additional operating costs of
$0.5 million associated with our recent acquisitions offset
by cost reductions of an aggregate of $0.5 million in bad
debt expense, personnel-related costs, independent contractors,
and depreciation and amortization expenses. We continued to
contain expenses through 2003 and into 2004 and, although we
expect an increase in our operating expenses due to increased
sales of our products and services, we expect to continue to
manage spending levels throughout 2004.

Selling and
Marketing.Selling and marketing
expenses consist primarily of the personnel costs associated
with the selling and marketing of our products, including
salaries, commissions and travel and entertainment. Such
expenses also include the cost of branch sales offices, trade
shows and marketing and promotional materials. Selling and
marketing expenses were $2.2 million and $2.1 million
for the three months ended March 31, 2004 and 2003,
respectively, representing 12% and 13%, respectively, of total
revenues in those years. The increase in selling and marketing
expenses of $0.1 million, or 5%, was due to

12



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##### Table of Contents



acquisitions which added $0.3 million in
costs, offset by reductions in personnel-related costs
associated with the reduction in the number of marketing
personnel, lower marketing and promotional costs, and lower
facility-related expenses.


Research and
Development.Research and development
expenses consist primarily of personnel costs attributable to
the development of new software products and the enhancement of
existing products. Research and development expenses were
$3.0 million for each of the three months ended
March 31, 2004 and 2003, representing 15% and 19% of total
revenues in those periods, respectively. Costs of
$0.2 million that were added due to the acquisitions were
offset by reductions in personnel-related costs, independent
contractors, facility-related expenses, and amortization expense.

General and
Administrative.General and
administrative expenses consist primarily of personnel costs
related to management, accounting and finance, information
management, human resources and administration and associated
overhead costs, as well as fees for professional services.
General and administrative expenses were $1.9 million for
each of the three months ended March 31, 2004 and 2003,
representing 10% and 12% of total revenues in those periods,
respectively. Increases in personnel-related costs and other
operating costs of $0.2 million were offset by a reduction
of $0.2 million in bad debt expense. The increase in
personnel was to support the increase in revenues and the
reduction of bad debt expense was due to an improvement in
accounts receivable collections.

Interest and Other Income,
Net.Interest and other income, net
consists primarily of interest income and other non-operational
income and expenses. Interest income, net was $183,000 and
$249,000 for the three months ended March 31, 2004 and
2003, respectively. The decrease in interest income was the
result of lower market interest rates on investments. Included
in other income, net for the three months ended March 31,
2004 was a non-operational loss of $26,000 resulting from the
sale of marketable securities.

Provision for Income
Taxes.We had an effective tax rate of
39% for each of the three months ended March 31, 2004 and
2003. In future years, we expect to have sufficient levels of
profitability to realize the deferred tax assets at
March 31, 2004.



| |                                    
| | -----------------------------------
| | Liquidity and Capital
    Resources

Our liquidity needs have historically been to
finance the costs of operations pending the billing and
collection of client receivables, to acquire complementary
businesses or assets, to invest in research and development and
to repurchase shares of our common stock. We have historically
relied on cash flow from operations for liquidity. We expect
that our future liquidity needs will consist of financing the
costs of operations pending the billing and collection of client
receivables, strategic acquisitions that allow us to expand our
product offerings and client base, investments in research and
development and payment of dividends, if any, to our
stockholders. We do not expect to undertake any additional
repurchases of our common stock in the near future. Our
operating cash flow is primarily affected by the overall
profitability of the sales of our products and services, our
ability to invoice and collect from clients in a timely manner,
our ability to efficiently implement our acquisition strategy
and our ability to manage costs.



| |          
| | ---------
| | Cash Flow

Our cash, cash equivalents and marketable
securities at March 31, 2004 were $56.6 million, which
is an increase of $4.2 million from $52.4 million at
December 31, 2003. The increase was primarily due to net
income and the collection of maintenance fees. A larger amount
of annual maintenance fees are typically collected during the
first quarter compared to other quarters during the year.

Net cash provided by operating activities was
$8.8 million for the three months ended March 31,
2004. Cash provided by operating activities was primarily due to
earnings of $3.8 million adjusted for non-cash items of
$2.3 million, including a $1.1 million tax benefit
related to stock option exercises, an increase of
$1.1 million in taxes payable and an increase of
$4.1 million in deferred maintenance and other revenues.
These items were partially offset by a decrease of
$2.0 million in accrued expenses. Our accounts receivable
days sales outstanding at March 31, 2004 was 41 days,
compared to 43 days as of December 31,

13



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2003 and 71 days as of March 31, 2003.
This improvement was the result of efficiencies in our billing
process and favorable collections.


Investing activities provided net cash of
$7.5 million for the three months ended March 31,
2004. Cash provided by investing activities was primarily due to
the $11.5 million net sales of marketable securities offset
by the $3.9 million paid in cash for the acquisitions of
Investment Advisory Network, LLC and NeoVision Hypersystems,
Inc. During the second quarter of 2004, we expect to use
approximately $0.8 million in cash as additional
consideration for the NeoVision acquisition.

Financing activities used net cash of
$0.5 million for the three months ended March 31,
2004. Cash used in financing activities was primarily due to the
payment of our semi-annual cash dividend of $1.3 million.
This use of cash was partially offset by the proceeds from the
exercise of stock options, which provided cash of
$0.8 million.

As of March 31, 2004, we had
$31.0 million of cash and cash equivalents and
$25.6 million in marketable securities. We believe that our
current cash, cash equivalents and marketable securities
balances and anticipated cash flow from operations will be
sufficient to meet our working capital and capital expenditure
requirements for at least the next 12 months. During the
second quarter of 2004, we used an aggregate of
$19.7 million in cash for the acquisition of OMR Systems
Corporation and OMR Systems International, Ltd.



| |                                   
| | ----------------------------------
| | Off-Balance Sheet
    Arrangements

We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

Certain Factors That May Affect Future
Operating Results

Risks
Relating to Our Business



| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | Our revenues and operating results have
    fluctuated significantly, and may continue to fluctuate
    significantly, from quarter to quarter

Historically, our revenues and operating results
have fluctuated significantly from quarter to quarter. Our
quarterly operating results may continue to fluctuate due to a
number of factors, including:



| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the timing, size and nature of our individual
    license and service transactions,                                                                    
|
| |  | the timing of the introduction and the market
    acceptance of new products, product enhancements or services by
    us or our competitors,           
|
| |  | the relative proportions of revenues derived from
    license fees, maintenance, professional services and outsourcing,                                
|
| |  | the tendency of some of our clients to wait until
    the end of a fiscal quarter or our fiscal year in the hope of
    obtaining more favorable terms,
|
| |  | changes in client budgets and decision-making
    processes that could affect both the timing and the size of any
    transaction,                     
|
| |  | the amount and timing of operating costs and
    other expenses,                                                                                       
|
| |  | cancellations of maintenance and/or outsourcing
    arrangements by our clients,                                                                       
|
| |  | changes in local, national and international
    regulatory requirements,                                                                              
|
| |  | changes in our personnel, and                                                                                                                          
|
| |  | fluctuations in economic and financial market
    conditions.                                                                                          

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The timing, size and nature of individual license
and outsourcing transactions are important factors in our
quarterly operating results. Many of the products we provide
through licensing transactions are relatively complex, and
licensing transactions involve a significant commitment of
capital, with attendant delays frequently associated with large
capital expenditures and implementation procedures within an
organization. Moreover, licensing arrangements may require
coordination within an organizations various divisions and
operations. For these and other reasons, the sales cycles for
these transactions are often lengthy and unpredictable. Our
inability to close license transactions on a timely basis or at
all could adversely affect our quarterly revenues and operating
results.



| |                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | General economic and market conditions and
    a weakening of the financial services industry may cause clients
    and potential clients to reduce expenditures on our products and
    services, which would result in lost revenues and reduced
    income

Our clients include a range of organizations in
the financial services industry. The success of these clients is
intrinsically linked to the health of the financial markets. In
addition, we believe that fluctuations, disruptions, instability
or downturns in the financial markets, which may cause clients
and potential clients to exit the industry or delay, cancel or
reduce any planned expenditures for investment management
systems and software products, could disproportionately affect
demand for our products and services. In addition, if financial
services firms continue to consolidate, as they have over the
past decade, there could be a material adverse effect on our
business and financial results. For example, if a client merges
with a firm using its own solution or another vendors
solution, it could decide to consolidate its processing on a
non-SS&C system, which could have an adverse effect on our
financial results. Any resulting decline in demand for our
products and services could have a material adverse effect on
our business, financial condition and results of operations.



| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | If we are unable to retain and attract
    clients, our revenues and net income would remain stagnant or
    decline

If we are unable to keep existing clients
satisfied, sell additional products and services to existing
clients or attract new clients, then our revenues and net income
would remain stagnant or decline. A variety of factors could
affect our ability to successfully retain and attract clients,
including:



| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | the level of demand for our products and services,                                                          
|
| |  | the level of client spending for information
    technology,                                                
|
| |  | the level of competition from internal client
    solutions and from other vendors,                         
|
| |  | the quality of our client service,                                                                          
|
| |  | our ability to update our products and services
    and develop new products and services needed by clients,
|
| |  | our ability to understand the organization and
    processes of our clients, and                            
|
| |  | our ability to integrate and manage acquired
    businesses.                                                



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may not achieve the anticipated benefits
    from our acquisitions and may face difficulties in integrating
    our acquisitions, which could adversely affect our revenues,
    subject us to unknown liabilities, increase costs and place a
    significant strain on our management

We have made and may in the future make
acquisitions of companies, products or technologies that we
believe could complement or expand our business, augment our
market coverage, enhance our technical capabilities or otherwise
offer growth opportunities. Failure to achieve the anticipated
benefits of an acquisition could harm our business, results of
operations and cash flows. Acquisitions could subject us to
contingent or unknown liabilities, and we may have to incur debt
or severance liabilities, write-off investments, infrastructure
costs, impaired goodwill or other assets, or issue equity
securities to pay for any future acquisitions. The issuance of
equity securities could dilute our existing stockholders
ownership.

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Our success is also dependent on our ability to
complete the integration of the operations of recently acquired
businesses, including Amicorp Groups fund services
business, Investment Advisory Network, NeoVision Hypersystems
and OMR Systems, and any businesses we acquire in the future in
an efficient and effective manner. Successful integration in the
rapidly changing financial services industry may be more
difficult to accomplish than in other industries. We may not
realize the benefits we anticipate from these acquisitions, such
as lower costs or increased revenues. We may also realize such
benefits more slowly than anticipated, due to our inability to:



| |   |                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | combine operations, facilities and differing firm
    cultures,                                                                                                                      
|
| |  | retain the clients or employees of acquired
    entities,                                                                                                                            
|
| |  | generate market demand for new products and
    services,                                                                                                                            
|
| |  | coordinate geographically dispersed operations
    and successfully adapt to the complexities of international
    operations,                                                       
|
| |  | integrate the technical teams of these companies
    with our engineering organization,                                                                                              
|
| |  | incorporate acquired technologies and products
    into our current and future product lines, and                                                                                    
|
| |  | integrate the products and services of these
    companies with our business, where we do not have distribution,
    marketing or support experience for these products and services.

Integration may not be smooth or successful. The
inability of management to successfully integrate the operations
of acquired companies could have a material adverse effect on
our business, financial condition and results of operations. The
acquisitions may also place a significant strain on our
management, administrative, operational and other resources. To
manage growth effectively, we must continue to improve our
management and operational controls, enhance our reporting
systems and procedures, integrate new personnel and manage
expanded operations. If we are unable to manage our growth and
the related expansion in our operations from recent and future
acquisitions, our business may be harmed through a decreased
ability to monitor and control effectively our operations, and a
decrease in the quality of work and innovation of our employees.



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be unable to identify suitable
    businesses to acquire, which would hinder our ability to grow
    our revenues and client base and adversely affect our business
    and financial results

We may not identify suitable businesses to
acquire or negotiate acceptable terms for acquisitions.
Historically, a significant portion of our growth has occurred
as a result of our ability to acquire similar or complementary
businesses on favorable terms. We have relied heavily on
acquisitions for adding new products, increasing revenues and
adding to our client base, and we expect to continue to do so in
the future. This growth strategy is subject to a number of risks
that could adversely affect our business and financial results,
including:



| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we may not be able to find suitable businesses to
    acquire at affordable valuations or on other acceptable terms,                                                                       
|
| |  | we may face competition for acquisitions from
    other potential acquirers or from the possibility of the
    acquisition target pursuing an initial public offering of its
    stock, and
|
| |  | we may find it more difficult or costly to
    complete acquisitions due to changes in accounting, tax,
    securities or other regulations.                                               



| |                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we are unable to protect our proprietary
    technology, our success and our ability to compete will be
    subject to various risks, such as third-party infringement
    claims, unauthorized use of our technology, disclosure of our
    proprietary information or inability to license technology from
    third parties

Our success and ability to compete depends in
part upon our ability to protect our proprietary technology. We
rely on a combination of trade secret, copyright and trademark
law, nondisclosure

16



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##### Table of Contents



agreements and technical measures to protect our
proprietary technology. We have registered trademarks for many
of our products and will continue to evaluate the registration
of additional trademarks as appropriate. We generally enter into
confidentiality agreements with our employees and clients. We
seek to protect our software, documentation and other written
materials under trade secret and copyright laws, which afford
only limited protection. These efforts may be insufficient to
prevent third parties from asserting intellectual property
rights in our technology. Furthermore, it may be possible for
unauthorized third parties to copy portions of our products or
to reverse engineer or otherwise obtain and use our proprietary
information, and third parties may assert ownership rights in
our proprietary technology.


We do not have any patents, and existing
copyright laws afford only limited protection. Others may
develop substantially equivalent or superseding proprietary
technology, or competitors may offer equivalent products in
competition with our products, thereby substantially reducing
the value of our proprietary rights. We cannot be sure that our
proprietary technology does not include open-source software,
free-ware, share-ware or other publicly available technology.
There are many patents in the investment management field. As a
result, we are subject to the risk that others will claim that
the important technology we have developed, acquired or
incorporated into our products will infringe the rights,
including the patent rights, such persons may hold. Third
parties also could claim that our software incorporates publicly
available software and that, as a result, we must publicly
disclose our source code. Because we rely on confidentiality for
protection, such an event could result in a material loss of
intellectual property rights. We cannot be sure that we will
develop proprietary products or technologies that are
patentable, that any patent, if issued, would provide us with
any competitive advantages or would not be challenged by third
parties, or that the patents of others will not adversely affect
our ability to do business. Expensive and time-consuming
litigation may be necessary to protect our proprietary rights.

We have acquired and may acquire important
technology rights through our acquisitions and have often
incorporated and may incorporate features of this technology
across many products and services. As a result, we are subject
to the above risks and the additional risk that the seller of
the technology rights may not have appropriately protected the
intellectual property rights we acquired. Indemnification and
other rights under applicable acquisition documents are limited
in term and scope and therefore provide us with only limited
protection.

In addition, we currently rely on third-party
licenses in providing our products and services. If we lost such
licenses or such licenses were found to infringe upon the rights
of others, we would need to seek alternative means of obtaining
the licensed technology to continue to provide our products or
services. Our inability to replace such technology, or to
replace such technology in a timely manner, could have a
negative impact on our operations and financial results.



| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We could become subject to litigation
    regarding intellectual property rights, which could seriously
    harm our business and require us to incur significant costs,
    which, in turn, could reduce or eliminate profits

In recent years, there has been significant
litigation in the United States involving patents and other
intellectual property rights. While we are not currently a party
to any litigation asserting that we have violated third-party
intellectual property rights, we may be a party to litigation in
the future to enforce our intellectual property rights or as a
result of an allegation that we infringe others
intellectual property, including patents, trademarks and
copyrights. Any parties asserting that our products or services
infringe upon their proprietary rights would force us to defend
ourselves and possibly our clients against the alleged
infringement. Third parties could claim that our software
incorporates publicly available software and that, as a result,
we must publicly disclose our source code. These claims and any
resulting lawsuit, if successful, could subject us to
significant liability for damages and invalidation of our
proprietary rights. These lawsuits, regardless of their success,
could be time-consuming and expensive to resolve, adversely
affect our sales, profitability and prospects and divert
management time and attention away from our operations. We may
be required to re-engineer our products or services or obtain a
license of third-party technologies on unfavorable terms.

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| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We expect our gross and operating margins
    may fluctuate over time, which could cause our financial results
    to differ from investor expectations or negatively affect our
    profitability

We expect that our gross and operating margins
may fluctuate from period to period as we continue to introduce
new products, experience fluctuations in the relative
proportions of revenues derived from our products and services,
continue to hire and acquire additional personnel and increase
other expenses to support our business. Historically, we derived
our revenues principally from the licensing of our products.
However, we are increasingly deriving our revenues from
outsourcing and related services, which have lower profit
margins. For the years ended December 31, 2001, 2002 and
2003, our outsourcing revenues represented 11%, 20% and 20%,
respectively, of our total revenues. The gross margins for
outsourcing services were 7%, 32% and 39% in 2001, 2002 and
2003, respectively. We expect that the portion of our revenues
derived from outsourcing and related services will continue to
increase, which, because of the lower margins associated with
such revenues, could adversely affect our profitability.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our failure to continue to derive
    substantial revenues from the licensing of, or outsourcing
    solutions relating to, our CAMRA, AdvisorWare, SKYLINE and LMS
    software, and the provision of maintenance and professional
    services in support of such licensed software, could adversely
    affect our ability to sustain or grow revenues and harm our
    business, financial condition and results of
    operations

To date, substantially all of our revenues have
been attributable to the licensing of, or outsourcing solutions
relating to, our CAMRA, AdvisorWare, SKYLINE and LMS software
and the provision of maintenance and professional services in
support of such licensed software. During the year ended
December 31, 2003, we derived an aggregate of
$40.8 million in revenues from CAMRA, AdvisorWare, SKYLINE
and LMS, consisting of revenues from licenses, related
maintenance and professional services, and outsourcing services.
We expect that the revenues from these software products and
services will continue to account for a significant portion of
our total revenues for the foreseeable future. As a result,
factors adversely affecting the pricing of or demand for such
products and services, such as competition or technological
change, could have a material adverse effect on our ability to
sustain or grow revenues and harm our business, financial
condition and results of operations.



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We face significant competition with
    respect to our products and services, which may result in price
    reductions, reduced gross margins or loss of market
    share

The market for financial services software and
services is competitive, rapidly evolving and highly sensitive
to new product and service introductions and marketing efforts
by industry participants. The market is also highly fragmented
and served by numerous firms that target only local markets or
specific client types. We also face competition from information
systems developed and serviced internally by the IT departments
of financial services firms.

Some of our current and potential competitors
have significantly greater financial, technical and marketing
resources, generate higher revenues and have greater name
recognition. Our current or potential competitors may develop
products comparable or superior to those developed by us, or
adapt more quickly than us to new technologies, evolving
industry trends or changing client or regulatory requirements.
It is also possible that alliances among competitors may emerge
and rapidly acquire significant market share. Increased
competition may result in price reductions, reduced gross
margins and loss of market share, any of which could materially
adversely affect our business, financial condition and results
of operations.



| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Our inability to introduce new products and
    services could adversely affect our revenues and cause us to
    lose current or potential clients

Rapidly changing technology, evolving industry
standards and new product and service introductions characterize
the market for our products and services. Our future success
will depend in part upon our ability to enhance our existing
products and services and to develop and introduce new products
and services to meet changing client needs and evolving
regulatory requirements. The process of developing

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software products such as those offered by us is
extremely complex and is expected to become increasingly complex
and expensive in the future due to the introduction of new
platforms and technologies. Our ability to keep up with
technology and business changes is subject to a number of risks,
including:




| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we may find it difficult or costly to update our
    services and software and to develop new products and services
    quickly enough to meet our clients needs,                                  
|
| |  | we may find it difficult or costly to make some
    features of our software work effectively and securely over the
    Internet,                                                                   
|
| |  | we may find it difficult or costly to update our
    software and services to keep pace with business, regulatory and
    other developments in the industries where our clients
    operate, and   
|
| |  | we may be exposed to liability for security
    breaches that allow unauthorized persons to gain access to
    confidential information stored on our computers or transmitted
    over our network.

Our failure to develop new products and services
in a timely fashion or to address promptly the needs of the
financial markets could adversely affect our business, financial
condition and results of operations.



| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Undetected software design defects, errors
    or failures may result in loss of or delay in market acceptance
    of our products that could adversely affect our revenues,
    financial condition and net income

Our software products are highly complex and
sophisticated and could contain design defects or software
errors that are difficult to detect and correct. Errors or bugs
may result in loss of or delay in market acceptance of our
software products or loss of client data or require design
modifications. We cannot assure you that, despite testing by us
and our clients, errors will not be found in new products, which
errors could result in a delay in or an inability to achieve
market acceptance and thus could have a material adverse effect
upon our revenues, financial condition and results of operations.



| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we cannot attract, train and retain
    qualified managerial, technical and sales personnel, we may not
    be able to provide adequate technical expertise and customer
    service to our clients or maintain focus on our business
    strategy

We believe that our success is due in part to our
experienced management team. We depend in large part upon the
continued contribution of our senior management and, in
particular, William C. Stone, our president, chief executive
officer and chairman of the board. Losing the services of one or
more members of our senior management could adversely affect our
business and results of operations. Mr. Stone has been
instrumental in developing our business strategy and forging our
business relationships since he founded the company in 1986. We
maintain no key man life insurance policies for Mr. Stone
or any other senior officers or managers.

Our success is also dependent upon our ability to
attract, train and retain highly skilled technical and sales
personnel. Competition for the hiring of such personnel in the
software industry can be intense. Locating candidates with the
appropriate qualifications, particularly in the desired
geographic location and with the necessary subject matter
expertise, is difficult. Our failure to attract and retain a
sufficient number of highly skilled employees could adversely
affect our business, financial condition and results of
operations.

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| |                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Challenges in maintaining and expanding our
    international operations can result in increased costs, delayed
    sales efforts and uncertainty with respect to our intellectual
    property rights and results of operations

For the years ended December 31, 2001, 2002
and 2003, international revenues accounted for 19%, 16% and 17%,
respectively, of our total revenues. We sell certain of our
products, such as Altair and Mabel, primarily overseas. Our
international business may be subject to a variety of risks,
including:



| |   |                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------
| |  | difficulties in obtaining U.S. export
    licenses,                                                     
|
| |  | potentially longer payment cycles,                                                                      
|
| |  | increased costs associated with maintaining
    international marketing efforts,                        
|
| |  | foreign currency fluctuations,                                                                          
|
| |  | the introduction of non-tariff barriers and
    higher duty rates, and                                  
|
| |  | difficulties in enforcement of third-party
    contractual obligations and intellectual property rights.

Such factors could have a material adverse effect
on our business, financial condition or results of operations.



| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Catastrophic events may adversely affect
    our ability to provide, our clients ability to use, and
    the demand for, our products and services, which may disrupt our
    business and cause a decline in revenues

A war, terrorist attack, natural disaster or
other catastrophe may adversely affect our business. A
catastrophic event could have a direct negative impact on us or
an indirect impact on us by, for example, affecting our clients,
the financial markets or the overall economy and reducing our
ability to provide, our clients ability to use, and the
demand for, our products and services. The potential for a
direct impact is due primarily to our significant investment in
infrastructure. Although we maintain redundant facilities and
have contingency plans in place to protect against both man-made
and natural threats, it is impossible to fully anticipate and
protect against all potential catastrophes. A computer virus,
security breach, criminal act, military action, power or
communication failure, flood, severe storm or the like could
lead to service interruptions and data losses for clients,
disruptions to our operations, or damage to important
facilities. In addition, such an event may cause clients to
cancel their agreements with us for our products or services.
Any of these could have a material adverse effect on our
business, revenues and financial condition.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Recently enacted and proposed regulatory
    changes may cause us to incur increased costs and divert the
    attention of our management from operation of our business, and
    failure or circumvention of our controls and procedures could
    delay our ability to identify error or fraud and cause loss of
    investor and client confidence and serious harm to our business,
    financial condition, results of operations and cash
    flows

Recently enacted and proposed changes in the laws
and regulations affecting public companies, including the
provisions of the Sarbanes-Oxley Act of 2002 and rules proposed
by the Securities and Exchange Commission and NASDAQ, could
cause us to incur increased costs as we evaluate the
implications of new rules and respond to new requirements. The
Sarbanes-Oxley Act requires, among other things, that we
maintain effective disclosure controls and procedures and
internal control for financial reporting. We currently do not
have an internal audit group and we will require significant
resources and management oversight to maintain and improve the
effectiveness of our disclosure controls and procedures and
internal control over financial reporting. As a result,
managements attention may be diverted from other business
concerns, which could have a material adverse effect on our
business, financial condition, results of operations and cash
flows. In addition, we may need to hire additional accounting
and financial staff with appropriate public company experience
and technical accounting knowledge, and we cannot assure you
that we will be able to do so in a timely fashion.

As we evaluate our internal controls and
procedures in order to determine whether they are effective, we
may determine that significant changes to such controls and
procedures are necessary. In addition, our

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controls and procedures may not be able to
prevent other than inconsequential error or fraud in the future.
Any system of controls, however well designed and operated, is
based in part on certain assumptions and can provide only
reasonable, and not absolute, assurances that the objectives of
the system are met. Faulty judgments, simple errors or mistakes,
or the failure of our personnel to adhere to established
controls and procedures may make it impossible for us to ensure
that the objectives of the control system are met. A failure of
our controls and procedures to detect other than inconsequential
error or fraud could delay our ability to identify error or
fraud and cause loss of investor and client confidence and
serious harm to our business, financial condition, results of
operations and cash flows.




| |                                       
| | --------------------------------------
| | Risks Relating to Our Common
    Stock



| |                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------
| | Our stock price is volatile and may
    continue to be volatile in the future, which could result in
    substantial losses for our investors

The trading price of our common stock has been,
and is expected to continue to be, highly volatile. The
following factors may significantly and adversely affect the
trading price of our common stock:



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | actual or anticipated fluctuations in our
    operating results,            
|
| |  | announcements of technological innovations,                                 
|
| |  | new products or new contracts by us or our
    competitors,                 
|
| |  | developments with respect to copyrights or
    propriety rights,            
|
| |  | conditions and trends in the financial services
    and software industries,
|
| |  | changes in financial estimates by securities
    analysts, and              
|
| |  | general market conditions and other factors.                                



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | Provisions of our charter and bylaws may
    delay or prevent transactions that are in your best
    interests

Our charter and bylaws contain provisions,
including a staggered board of directors, that may make it more
difficult for a third party to acquire us, or may discourage
bids to do so. These provisions could limit the price that
investors might be willing to pay for shares of our common stock
and could make it more difficult for a third party to acquire,
or could discourage a third party from acquiring, a majority of
our outstanding common stock. Our board of directors also has
the authority to issue up to 1,000,000 shares of preferred
stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders.
The rights of the holders of common stock will be subject to,
and may be adversely affected by, the rights of the holders of
any preferred stock that may be issued in the future. The
issuance of preferred stock could make it more difficult for a
third party to acquire, or may discourage a third party from
acquiring, a majority of our outstanding common stock.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

We have no derivative financial instruments. We
generally place our marketable security investments in high
credit quality instruments, primarily U.S. Government and
Federal Agency obligations, tax-exempt municipal obligations and
corporate obligations. We do not expect any material loss from
our marketable security investments and therefore believe that
our potential interest rate exposure is not material.

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The following table provides information about
our financial instruments that are sensitive to changes in
interest rates (dollars in thousands):

|                       |  |                   |       |      |  |   |       |  
|---------------------- |  | ----------------- | ----- | ---- |  | - | ----- | -
|                       |  |                  
|                       |  | Fair Value of    
|                       |  | Investments as of
|                       |  | March 31, 2004   
|                       |  | Maturing in:     
|Investments            |  | 2004              |       | 2005
|                       |  |                   |       |     
|Fixed Rate Investments |  | $                 | 1,028 |      |  | $ | 6,983 |  
|Average Interest       |  |                   | 2.73  | %    |  |   | 2.04  | %

We invoice clients primarily in U.S. dollars
and in local currency in those countries in which we have branch
and subsidiary operations. We are exposed to foreign exchange
rate fluctuations from the time clients are invoiced in local
currency until collection occurs. Through March 31, 2004,
foreign currency fluctuations have not had a material effect on
our financial position or results of operations, and therefore
we believe that our potential foreign currency exchange rate
exposure is not material.

The foregoing risk management discussion and the
effect thereof are forward-looking statements. Actual results in
the future may differ materially from these projected results
due to actual developments in global financial markets. The
analytical methods used by us to assess and minimize risk
discussed above should not be considered projections of future
events or losses.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Our management, with the participation of our
chief executive officer and chief financial officer, evaluated
the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of March 31, 2004.
Based on this evaluation, our chief executive officer and chief
financial officer concluded that, as of March 31, 2004, our
disclosure controls and procedures were (1) designed to
ensure that material information relating to us, including our
consolidated subsidiaries, is made known to our chief executive
officer and chief financial officer by others within those
entities, particularly during the period in which this report
was being prepared, and (2) effective, in that they provide
reasonable assurance that information required to be disclosed
by us in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities
and Exchange Commission.

No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the fiscal quarter ended
March 31, 2004 that has materially affected, or is
reasonably likely to materially affect, our internal control
over financial reporting.




PART II  OTHER
INFORMATION






|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|Item 2. | Changes in Securities, Use of Proceeds and
    Issuer Purchases of Equity Securities

On May 22, 2003, we announced a stock
repurchase program providing for expenditures of up to
$30 million over the period extending from May 25,
2003 through May 25, 2004. We do not intend to repurchase
any additional shares of our common stock prior to the
expiration of our repurchase program.

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The following table summarizes repurchases of our
common stock in the quarter ended March 31, 2004 (in
thousands):

Issuer Purchases of Equity
Securities

|                                         |  |              |   |                |  |                     |   |                  |  |  |   |  |  |   |        | 
|---------------------------------------- |  | ------------ | - | -------------- |  | ------------------- | - | ---------------- |  |  | - |  |  | - | ------ | 
|                                         |  |              |   |                |  |                     |   | Approximate     
|                                         |  |              |   |                |  | Total Number of     |   | Dollar Value of 
|                                         |  |              |   |                |  | Shares Purchased as |   | Shares That May 
|                                         |  | Total Number |   |                |  | Part of Publicly    |   | Yet Be Purchased
|                                         |  | of Shares    |   | Average Price  |  | Announced Plans or  |   | Under the Plans 
|Period                                   |  | Purchased    |   | Paid Per Share |  | Programs            |   | or Programs     
|                                         |  |              |   |                |  |                     |   |                 
|January 1, 2004  January 31,
    2004   |  |              |  |                |  |                     |  |                  |  |  |  |  |  | $ | 21,611 | 
|February 1, 2004 
    February 29, 2004 |  |              |  |                |  |                     |  |                  |  |  |  |  |  | $ | 21,611 | 
|March 1, 2004  March 31, 2004           |  |              |  |                |  |                     |  |                  |  |  |  |  |  | $ | 21,611 | 
|                                         |  |              |   |                |  |                     |   |                  |  |  |   |  |  |   |        | 
|Total                                    |  |              |  |                |  |                     |  |                  |  |  |  |  |  | $ | 21,611 | 






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

a. The exhibits listed in the
Exhibit Index immediately preceding such exhibits are filed
as part of this Report.

b. On January 8, 2004, we furnished to
the SEC a Current Report on Form 8-K, dated January 7,
2004, to report under Item 12 (Results of Operations and
Financial Condition) our press release announcing preliminary
results of operations for the quarter ended December 31,
2003.

On January 29, 2004, we furnished to the SEC
a Current Report on Form 8-K, dated January 29, 2004,
to report under Item 12 (Results of Operations and
Financial Condition) our press release announcing results of
operations for the quarter and year ended December 31, 2003.

On February 10, 2004, we filed with the SEC
a Current Report on Form 8-K, dated February 9, 2004,
to report under Item 5 (Other Events and Regulation FD
Disclosure) our boards approval of a three-for-two stock
split in the form of a stock dividend and a semi-annual cash
dividend of $0.07 per share (post-split).

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SIGNATURE

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 thereunto duly
authorized.



| |                        
| | -----------------------
| | SS&C TECHNOLOGIES, INC.



| |     |                       
| | --- | ----------------------
| | By: | /s/ PATRICK J. PEDONTI

| |                                                      
| | -----------------------------------------------------
| |                                                      
| | Patrick J. Pedonti                                   
| | Senior Vice President and Chief Financial
    Officer
| | (Principal Financial and Accounting
    Officer)     

Date: May 6, 2004

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EXHIBIT INDEX

|        |      |             |  |                                                                                                                                                                                                                                                                                                          
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 2.1 |             |  | Stock Purchase Agreement, dated as of
    March 15, 2004, by and between SS&C Technologies, Inc.
    and ADP Financial Information Services, Inc. is incorporated
    herein by reference to Exhibit 2.2 to the Registrants
    Registration Statement on Form S-3, as amended (File
    No. 333-113178)
|        | 31.1 |             |  | Certification of the Registrants Chief
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                                              
|        | 31.2 |             |  | Certification of the Registrants Chief
    Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                                                                                                                                                              
|        | 32   |             |  | Certification of the Registrants Chief
    Executive Officer and Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                                                                                               



---



|  |                                                                                                                                                                             
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Registrant hereby agrees to furnish
    supplementally a copy of any omitted schedules to this agreement
    to the Securities and Exchange Commission upon its request.