##### Table of Contents



UNITED STATES 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 June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 333-135139
 SS&C TECHNOLOGIES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    06-1169696(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 80 Lamberton Road
Windsor, CT 06095
(Address of principal executive offices, including zip code)
 860-298-4500
(Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 Page NumberPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)Condensed Consolidated Balance Sheets at
June 30, 2008 and December 31, 2007
    
    2Condensed Consolidated Statements of Operations for the
three months and six months ended June 30, 2008 and 2007
    
    3Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2008 and 2007
    
    4Notes to Condensed Consolidated Financial Statements
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    23Item 4T.
    
    Controls and Procedures
    
    23PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    24Item 1A.
    
    Risk Factors
    
    24Item 6.
    
    Exhibits
    
    25SIGNATURES
    
    26EXHIBIT INDEX
    
    27EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATION OF THE CEO & CFO
   1




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Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
    June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    29,510
    
    
    $
    19,175Accounts receivable, net of allowance for
doubtful accounts of $1,490 and $1,248,
respectively
    
    
    42,347
    
    
    
    39,546Prepaid expenses and other current assets
    
    
    9,711
    
    
    
    9,585Deferred income taxes
    
    
    1,029
    
    
    
    1,169Total current assets
    
    
    82,597
    
    
    
    69,475Property and equipmentLeasehold improvements
    
    
    5,110
    
    
    
    4,522Equipment, furniture, and fixtures
    
    
    20,963
    
    
    
    17,53226,073
    
    
    
    22,054Less accumulated depreciation
    
    
    (11,516
    )
    
    
    (9,014
    )Net property and equipment
    
    
    14,557
    
    
    
    13,040Goodwill
    
    
    855,135
    
    
    
    860,690Intangible and other assets, net of
accumulated amortization of $70,503 and
$55,572, respectively
    
    
    228,992
    
    
    
    247,290Total assets
    
    $
    1,181,281
    
    
    $
    1,190,495LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,314
    
    
    $
    2,429Accounts payable
    
    
    3,069
    
    
    
    2,558Income taxes payable
    
    
    5,903
    
    
    
    3,181Accrued employee compensation and benefits
    
    
    8,134
    
    
    
    11,668Other accrued expenses
    
    
    7,828
    
    
    
    10,053Interest payable
    
    
    2,069
    
    
    
    2,090Deferred maintenance and other revenue
    
    
    35,472
    
    
    
    29,480Total current liabilities
    
    
    64,789
    
    
    
    61,459Long-term debt, net of current portion
    
    
    428,287
    
    
    
    440,580Other long-term liabilities
    
    
    10,588
    
    
    
    10,216Deferred income taxes
    
    
    59,311
    
    
    
    65,647Total liabilities
    
    
    562,975
    
    
    
    577,902Commitments and contingencies (Note 7)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    574,075
    
    
    
    570,497Accumulated other comprehensive income
    
    
    28,229
    
    
    
    33,615Retained earnings
    
    
    16,002
    
    
    
    8,481Total stockholders equity
    
    
    618,306
    
    
    
    612,593Total liabilities and stockholders equity
    
    $
    1,181,281
    
    
    $
    1,190,495
  2




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Software licenses
    
    $
    6,029
    
    
    $
    5,377
    
    
    $
    12,684
    
    
    $
    11,494Maintenance
    
    
    16,281
    
    
    
    15,246
    
    
    
    32,638
    
    
    
    30,233Professional services
    
    
    8,111
    
    
    
    4,908
    
    
    
    13,379
    
    
    
    9,043Software-enabled services
    
    
    41,774
    
    
    
    34,797
    
    
    
    82,017
    
    
    
    65,472Total revenues
    
    
    72,195
    
    
    
    60,328
    
    
    
    140,718
    
    
    
    116,242Cost of revenues:Software licenses
    
    
    2,307
    
    
    
    2,363
    
    
    
    4,606
    
    
    
    4,781Maintenance
    
    
    6,644
    
    
    
    6,646
    
    
    
    13,260
    
    
    
    13,108Professional services
    
    
    4,572
    
    
    
    3,559
    
    
    
    8,132
    
    
    
    7,022Software-enabled services
    
    
    22,893
    
    
    
    19,740
    
    
    
    45,341
    
    
    
    36,839Total cost of revenues
    
    
    36,416
    
    
    
    32,308
    
    
    
    71,339
    
    
    
    61,750Gross profit
    
    
    35,779
    
    
    
    28,020
    
    
    
    69,379
    
    
    
    54,492Operating expenses:Selling and marketing
    
    
    4,945
    
    
    
    5,175
    
    
    
    9,940
    
    
    
    9,283Research and development
    
    
    6,780
    
    
    
    6,770
    
    
    
    13,744
    
    
    
    13,037General and administrative
    
    
    6,778
    
    
    
    6,477
    
    
    
    12,597
    
    
    
    11,527Total operating expenses
    
    
    18,503
    
    
    
    18,422
    
    
    
    36,281
    
    
    
    33,847Operating income
    
    
    17,276
    
    
    
    9,598
    
    
    
    33,098
    
    
    
    20,645Interest expense, net
    
    
    (10,409
    )
    
    
    (11,135
    )
    
    
    (20,837
    )
    
    
    (22,555
    )Other (expense) income, net
    
    
    (1,004
    )
    
    
    454
    
    
    
    (779
    )
    
    
    580Income (loss) before income taxes
    
    
    5,863
    
    
    
    (1,083
    )
    
    
    11,482
    
    
    
    (1,330
    )Provision (benefit) for income taxes
    
    
    2,077
    
    
    
    (24
    )
    
    
    3,960
    
    
    
    (98
    )Net income (loss)
    
    $
    3,786
    
    
    $
    (1,059
    )
    
    $
    7,522
    
    
    $
    (1,232
    )
  3




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Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007Cash flow from operating activities:Net income (loss)
    
    $
    7,522
    
    
    $
    (1,232
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    17,724
    
    
    
    17,213Foreign exchange gains on debt
    
    
    
    
    
    
    (754
    )Amortization of loan origination costs
    
    
    1,173
    
    
    
    1,145Equity losses on long-term investment
    
    
    1,039
    
    
    
    Loss on sale or disposal of property and equipment
    
    
    1
    
    
    
    53Deferred income taxes
    
    
    (5,732
    )
    
    
    (3,716
    )Stock-based compensation expense
    
    
    3,308
    
    
    
    4,540Provision for doubtful accounts
    
    
    395
    
    
    
    408Changes in operating assets and liabilities, excluding effects from
acquisitions:Accounts receivable
    
    
    (3,148
    )
    
    
    (4,394
    )Prepaid expenses and other assets
    
    
    (641
    )
    
    
    (131
    )Accounts payable
    
    
    538
    
    
    
    (30
    )Accrued expenses
    
    
    (5,668
    )
    
    
    430Income taxes payable
    
    
    2,717
    
    
    
    2,146Deferred maintenance and other revenues
    
    
    5,784
    
    
    
    7,070Net cash provided by operating activities
    
    
    25,012
    
    
    
    22,748Cash flow from investing activities:Additions to property and equipment
    
    
    (4,125
    )
    
    
    (3,434
    )Proceeds from sale of property and equipment
    
    
    2
    
    
    
    Cash paid for business acquisitions, net of cash acquired
    
    
    
    
    
    
    (5,136
    )Cash paid for long-term investment
    
    
    
    
    
    
    (200
    )Net cash used in investing activities
    
    
    (4,123
    )
    
    
    (8,770
    )Cash flow from financing activities:Cash received from borrowings
    
    
    
    
    
    
    5,200Repayment of debt
    
    
    (11,159
    )
    
    
    (18,070
    )Income tax benefit related to exercise of stock options
    
    
    
    
    
    
    82Transactions involving SS&C Technologies Holdings, Inc. common stock
    
    
    269
    
    
    
    (8
    )Net cash used in financing activities
    
    
    (10,890
    )
    
    
    (12,796
    )Effect of exchange rate changes on cash
    
    
    336
    
    
    
    310Net increase in cash and cash equivalents
    
    
    10,335
    
    
    
    1,492Cash and cash equivalents, beginning of period
    
    
    19,175
    
    
    
    11,718Cash and cash equivalents, end of period
    
    $
    29,510
    
    
    $
    13,210
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           
    
    the vesting of the remaining 2006 and 2007 performance-based options
that did not otherwise vest during 2007;
    
    the conversion of all Superior Options granted under the 2006 Equity
Incentive Plan into performance-based options, with one-third of the
options vesting in each of 2008, 2009 and 2010 based upon the Companys
EBITDA for these years falling within the designated EBITDA target ranges;
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
    
    the elimination of the annual EBITDA targets originally established for
2009 through 2011, with new target ranges to be established by the board of
directors of Holdings annually; and
    
    a modification to the performance-based options such that any
performance-based options that do not vest in any given year as a result of
not attaining that years EBITDA target range, shall vest based upon the
Companys EBITDA for the following year falling within the targeted range
for the following year.
     Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Statements of operations classification:Cost of maintenance
    
    $
    38
    
    
    $
    80
    
    
    $
    62
    
    
    $
    101Cost of professional services
    
    
    66
    
    
    
    120
    
    
    
    107
    
    
    
    146Cost of software-enabled services
    
    
    460
    
    
    
    800
    
    
    
    753
    
    
    
    979Total cost of revenues
    
    
    564
    
    
    
    1,000
    
    
    
    922
    
    
    
    1,226Selling and marketing
    
    
    323
    
    
    
    609
    
    
    
    530
    
    
    
    740Research and development
    
    
    211
    
    
    
    386
    
    
    
    344
    
    
    
    471General and administrative
    
    
    921
    
    
    
    1,732
    
    
    
    1,512
    
    
    
    2,103Total operating expenses
    
    
    1,455
    
    
    
    2,727
    
    
    
    2,386
    
    
    
    3,314Total stock-based compensation expense
    
    $
    2,019
    
    
    $
    3,727
    
    
    $
    3,308
    
    
    $
    4,540
  Shares ofHoldingsUnder OptionOutstanding at January 1, 2008
    
    
    12,155,024Granted
    
    
    Cancelled/forfeited
    
    
    (279,730
    )Exercised
    
    
    (27,066
    )Outstanding at June 30, 2008
    
    
    11,848,228
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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    3,786
    
    
    $
    (1,059
    )
    
    $
    7,522
    
    
    $
    (1,232
    )Foreign currency translation gains (losses)
    
    
    844
    
    
    
    17,267
    
    
    
    (5,143
    )
    
    
    19,242Unrealized gains (losses) on interest rate
swaps, net of tax
    
    
    2,323
    
    
    
    1,353
    
    
    
    (243
    )
    
    
    1,048Total comprehensive income
    
    $
    6,953
    
    
    $
    17,561
    
    
    $
    2,136
    
    
    $
    19,058
   June 30,
    
    
    December 31,2008
    
    
    2007Senior credit facility, term loan portion,
weighted-average interest rate of 5.10% and
7.04%, respectively
    
    $
    225,601
    
    
    $
    238,00911 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000430,601
    
    
    
    443,009Current portion of long-term debt
    
    
    (2,314
    )
    
    
    (2,429
    )Long-term debt
    
    $
    428,287
    
    
    $
    440,580
     7




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Three Months Ended June 30,
    
    
    Six months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007United States
    
    $
    42,306
    
    
    $
    36,623
    
    
    $
    82,197
    
    
    $
    70,970Canada
    
    
    11,742
    
    
    
    9,771
    
    
    
    23,031
    
    
    
    18,575Americas excluding United States and Canada
    
    
    480
    
    
    
    873
    
    
    
    2,980
    
    
    
    1,718Europe
    
    
    15,336
    
    
    
    11,843
    
    
    
    28,364
    
    
    
    22,584Asia Pacific and Japan
    
    
    2,331
    
    
    
    1,218
    
    
    
    4,146
    
    
    
    2,395$
    72,195
    
    
    $
    60,328
    
    
    $
    140,718
    
    
    $
    116,242
  Three Months Ended June 30,
    
    
    Six months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Portfolio management/accounting
    
    $
    58,501
    
    
    $
    47,438
    
    
    $
    113,459
    
    
    $
    90,974Trading/treasury operations
    
    
    7,276
    
    
    
    6,794
    
    
    
    14,428
    
    
    
    13,069Financial modeling
    
    
    2,305
    
    
    
    2,267
    
    
    
    4,486
    
    
    
    4,363Loan management/accounting
    
    
    1,157
    
    
    
    1,125
    
    
    
    2,399
    
    
    
    2,056Property management
    
    
    1,391
    
    
    
    1,220
    
    
    
    2,775
    
    
    
    2,617Money market processing
    
    
    815
    
    
    
    1,010
    
    
    
    1,760
    
    
    
    2,159Training
    
    
    750
    
    
    
    474
    
    
    
    1,411
    
    
    
    1,004$
    72,195
    
    
    $
    60,328
    
    
    $
    140,718
    
    
    $
    116,242
  3 4
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Condensed Consolidating Balance Sheet at June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    14,849
    
    
    $
    1,140
    
    
    $
    13,521
    
    
    $
    
    
    
    $
    29,510Accounts receivable, net
    
    
    22,630
    
    
    
    6,932
    
    
    
    12,785
    
    
    
    
    
    
    
    42,347Prepaid expenses and other current assets
    
    
    5,348
    
    
    
    646
    
    
    
    3,717
    
    
    
    
    
    
    
    9,711Deferred income taxes
    
    
    401
    
    
    
    79
    
    
    
    549
    
    
    
    
    
    
    
    1,029Property and equipment, net
    
    
    8,883
    
    
    
    1,020
    
    
    
    4,654
    
    
    
    
    
    
    
    14,557Investment in subsidiaries
    
    
    135,923
    
    
    
    
    
    
    
    
    
    
    
    (135,923
    )
    
    
    Intercompany balances
    
    
    135,416
    
    
    
    (2,018
    )
    
    
    (133,398
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    550
    
    
    
    1,150
    
    
    
    (1,700
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    757,427
    
    
    
    20,295
    
    
    
    306,405
    
    
    
    
    
    
    
    1,084,127Total assets
    
    $
    1,080,877
    
    
    $
    28,644
    
    
    $
    209,383
    
    
    $
    (137,623
    )
    
    $
    1,181,281Current portion of long-term debt
    
    $
    1,766
    
    
    $
    
    
    
    $
    548
    
    
    $
    
    
    
    $
    2,314Accounts payable
    
    
    1,919
    
    
    
    221
    
    
    
    929
    
    
    
    
    
    
    
    3,069Accrued expenses and other liabilities
    
    
    11,390
    
    
    
    1,039
    
    
    
    5,602
    
    
    
    
    
    
    
    18,031Income taxes payable
    
    
    505
    
    
    
    2,188
    
    
    
    3,210
    
    
    
    
    
    
    
    5,903Deferred maintenance and other revenue
    
    
    22,216
    
    
    
    5,041
    
    
    
    8,215
    
    
    
    
    
    
    
    35,472Long-term debt, net of current portion
    
    
    375,382
    
    
    
    
    
    
    
    52,905
    
    
    
    
    
    
    
    428,287Other long-term liabilities
    
    
    4,129
    
    
    
    
    
    
    
    6,459
    
    
    
    
    
    
    
    10,588Deferred income taxes, long-term
    
    
    45,263
    
    
    
    
    
    
    
    15,748
    
    
    
    (1,700
    )
    
    
    59,311Total liabilities
    
    
    462,570
    
    
    
    8,489
    
    
    
    93,616
    
    
    
    (1,700
    )
    
    
    562,975Stockholders equity
    
    
    618,307
    
    
    
    20,155
    
    
    
    115,767
    
    
    
    (135,923
    )
    
    
    618,306Total liabilities and stockholders equity
    
    $
    1,080,877
    
    
    $
    28,644
    
    
    $
    209,383
    
    
    $
    (137,623
    )
    
    $
    1,181,281
 Condensed Consolidating Balance Sheet at December 31, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    9,031
    
    
    $
    1,984
    
    
    $
    8,160
    
    
    $
    
    
    
    $
    19,175Accounts receivable, net
    
    
    19,281
    
    
    
    4,792
    
    
    
    15,473
    
    
    
    
    
    
    
    39,546Prepaid expenses and other current assets
    
    
    5,444
    
    
    
    421
    
    
    
    3,720
    
    
    
    
    
    
    
    9,585Deferred income taxes
    
    
    497
    
    
    
    77
    
    
    
    595
    
    
    
    
    
    
    
    1,169Property and equipment, net
    
    
    8,475
    
    
    
    661
    
    
    
    3,904
    
    
    
    
    
    
    
    13,040Investment in subsidiaries
    
    
    121,363
    
    
    
    
    
    
    
    
    
    
    
    (121,363
    )
    
    
    Intercompany balances
    
    
    151,489
    
    
    
    (8,769
    )
    
    
    (142,720
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    (1,026
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    770,442
    
    
    
    20,766
    
    
    
    316,772
    
    
    
    
    
    
    
    1,107,980Total assets
    
    $
    1,086,022
    
    
    $
    20,958
    
    
    $
    205,904
    
    
    $
    (122,389
    )
    
    $
    1,190,495Current portion of long-term debt
    
    $
    1,817
    
    
    $
    
    
    
    $
    612
    
    
    $
    
    
    
    $
    2,429Accounts payable
    
    
    1,407
    
    
    
    56
    
    
    
    1,095
    
    
    
    
    
    
    
    2,558Accrued expenses and other liabilities
    
    
    15,248
    
    
    
    1,725
    
    
    
    6,838
    
    
    
    
    
    
    
    23,811Income taxes payable
    
    
    623
    
    
    
    
    
    
    
    2,558
    
    
    
    
    
    
    
    3,181Deferred maintenance and other revenue
    
    
    18,768
    
    
    
    2,894
    
    
    
    7,818
    
    
    
    
    
    
    
    29,480Long-term debt, net of current portion
    
    
    381,214
    
    
    
    
    
    
    
    59,366
    
    
    
    
    
    
    
    440,580Other long-term liabilities
    
    
    3,680
    
    
    
    
    
    
    
    6,536
    
    
    
    
    
    
    
    10,216Deferred income taxes, long-term
    
    
    50,672
    
    
    
    
    
    
    
    16,001
    
    
    
    (1,026
    )
    
    
    65,647Total liabilities
    
    
    473,429
    
    
    
    4,675
    
    
    
    100,824
    
    
    
    (1,026
    )
    
    
    577,902Stockholders equity
    
    
    612,593
    
    
    
    16,283
    
    
    
    105,080
    
    
    
    (121,363
    )
    
    
    612,593Total liabilities and stockholders equity
    
    $
    1,086,022
    
    
    $
    20,958
    
    
    $
    205,904
    
    
    $
    (122,389
    )
    
    $
    1,190,495
 10




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##### Table of Contents



Condensed Consolidating Statement of Operations for the three months ended June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    29,241
    
    
    $
    19,027
    
    
    $
    24,207
    
    
    $
    (280
    )
    
    $
    72,195Cost of revenue
    
    
    16,585
    
    
    
    11,112
    
    
    
    8,999
    
    
    
    (280
    )
    
    
    36,416Gross profit
    
    
    12,656
    
    
    
    7,915
    
    
    
    15,208
    
    
    
    
    
    
    
    35,779Operating expenses:Selling & marketing
    
    
    3,087
    
    
    
    409
    
    
    
    1,449
    
    
    
    
    
    
    
    4,945Research & development
    
    
    3,651
    
    
    
    1,073
    
    
    
    2,056
    
    
    
    
    
    
    
    6,780General & administrative
    
    
    4,509
    
    
    
    255
    
    
    
    2,014
    
    
    
    
    
    
    
    6,778Total operating expenses
    
    
    11,247
    
    
    
    1,737
    
    
    
    5,519
    
    
    
    
    
    
    
    18,503Operating income
    
    
    1,409
    
    
    
    6,178
    
    
    
    9,689
    
    
    
    
    
    
    
    17,276Interest expense, net
    
    
    (6,633
    )
    
    
    
    
    
    
    (3,776
    )
    
    
    
    
    
    
    (10,409
    )Other income (expense), net
    
    
    (998
    )
    
    
    (37
    )
    
    
    31
    
    
    
    
    
    
    
    (1,004
    )(Loss) income before income taxes
    
    
    (6,222
    )
    
    
    6,141
    
    
    
    5,944
    
    
    
    
    
    
    
    5,863(Benefit) provision for income taxes
    
    
    (1,206
    )
    
    
    1,442
    
    
    
    1,841
    
    
    
    
    
    
    
    2,077Equity in net income of subsidiaries
    
    
    8,802
    
    
    
    
    
    
    
    
    
    
    
    (8,802
    )
    
    
    Net income
    
    $
    3,786
    
    
    $
    4,699
    
    
    $
    4,103
    
    
    $
    (8,802
    )
    
    $
    3,786
 Condensed Consolidating Statement of Operations for the three months ended June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    25,299
    
    
    $
    15,916
    
    
    $
    19,557
    
    
    $
    (444
    )
    
    $
    60,328Cost of revenue
    
    
    14,620
    
    
    
    10,077
    
    
    
    8,055
    
    
    
    (444
    )
    
    
    32,308Gross profit
    
    
    10,679
    
    
    
    5,839
    
    
    
    11,502
    
    
    
    
    
    
    
    28,020Operating expenses:Selling & marketing
    
    
    3,383
    
    
    
    386
    
    
    
    1,406
    
    
    
    
    
    
    
    5,175Research & development
    
    
    3,961
    
    
    
    899
    
    
    
    1,910
    
    
    
    
    
    
    
    6,770General & administrative
    
    
    4,945
    
    
    
    411
    
    
    
    1,121
    
    
    
    
    
    
    
    6,477Total operating expenses
    
    
    12,289
    
    
    
    1,696
    
    
    
    4,437
    
    
    
    
    
    
    
    18,422Operating (loss) income
    
    
    (1,610
    )
    
    
    4,143
    
    
    
    7,065
    
    
    
    
    
    
    
    9,598Interest expense, net
    
    
    (7,138
    )
    
    
    
    
    
    
    (3,997
    )
    
    
    
    
    
    
    (11,135
    )Other income (expense), net
    
    
    64
    
    
    
    (133
    )
    
    
    523
    
    
    
    
    
    
    
    454(Loss) income before income taxes
    
    
    (8,684
    )
    
    
    4,010
    
    
    
    3,591
    
    
    
    
    
    
    
    (1,083
    )(Benefit) provision for income taxes
    
    
    (1,694
    )
    
    
    322
    
    
    
    1,348
    
    
    
    
    
    
    
    (24
    )Equity in net income of subsidiaries
    
    
    5,931
    
    
    
    
    
    
    
    
    
    
    
    (5,931
    )
    
    
    Net (loss) income
    
    $
    (1,059
    )
    
    $
    3,688
    
    
    $
    2,243
    
    
    $
    (5,931
    )
    
    $
    (1,059
    )
 11




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##### Table of Contents



Condensed Consolidating Statement of Operations for the six months ended June 30, 2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    58,380
    
    
    $
    36,825
    
    
    $
    46,271
    
    
    $
    (758
    )
    
    $
    140,718Cost of revenue
    
    
    32,267
    
    
    
    21,550
    
    
    
    18,280
    
    
    
    (758
    )
    
    
    71,339Gross profit
    
    
    26,113
    
    
    
    15,275
    
    
    
    27,991
    
    
    
    
    
    
    
    69,379Operating expenses:Selling & marketing
    
    
    6,169
    
    
    
    741
    
    
    
    3,030
    
    
    
    
    
    
    
    9,940Research & development
    
    
    7,156
    
    
    
    2,192
    
    
    
    4,396
    
    
    
    
    
    
    
    13,744General & administrative
    
    
    8,549
    
    
    
    429
    
    
    
    3,619
    
    
    
    
    
    
    
    12,597Total operating expenses
    
    
    21,874
    
    
    
    3,362
    
    
    
    11,045
    
    
    
    
    
    
    
    36,281Operating income
    
    
    4,239
    
    
    
    11,913
    
    
    
    16,946
    
    
    
    
    
    
    
    33,098Interest expense, net
    
    
    (12,941
    )
    
    
    
    
    
    
    (7,896
    )
    
    
    
    
    
    
    (20,837
    )Other income (expense), net
    
    
    (1,191
    )
    
    
    11
    
    
    
    401
    
    
    
    
    
    
    
    (779
    )Income (loss) before income taxes
    
    
    (9,893
    )
    
    
    11,924
    
    
    
    9,451
    
    
    
    
    
    
    
    11,482(Benefit) provision for income taxes
    
    
    (1,731
    )
    
    
    2,668
    
    
    
    3,023
    
    
    
    
    
    
    
    3,960Equity in net income of subsidiaries
    
    
    15,684
    
    
    
    
    
    
    
    
    
    
    
    (15,684
    )
    
    
    Net income
    
    $
    7,522
    
    
    $
    9,256
    
    
    $
    6,428
    
    
    $
    (15,684
    )
    
    $
    7,522
 Condensed Consolidating Statement of Operations for the six months ended June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    48,309
    
    
    $
    31,616
    
    
    $
    36,871
    
    
    $
    (554
    )
    
    $
    116,242Cost of revenue
    
    
    27,723
    
    
    
    19,915
    
    
    
    14,666
    
    
    
    (554
    )
    
    
    61,750Gross profit
    
    
    20,586
    
    
    
    11,701
    
    
    
    22,205
    
    
    
    
    
    
    
    54,492Operating expenses:Selling & marketing
    
    
    5,933
    
    
    
    826
    
    
    
    2,524
    
    
    
    
    
    
    
    9,283Research & development
    
    
    7,473
    
    
    
    1,842
    
    
    
    3,722
    
    
    
    
    
    
    
    13,037General & administrative
    
    
    8,362
    
    
    
    659
    
    
    
    2,506
    
    
    
    
    
    
    
    11,527Total operating expenses
    
    
    21,768
    
    
    
    3,327
    
    
    
    8,752
    
    
    
    
    
    
    
    33,847Operating (loss) income
    
    
    (1,182
    )
    
    
    8,374
    
    
    
    13,453
    
    
    
    
    
    
    
    20,645Interest (expense) income, net
    
    
    (14,546
    )
    
    
    10
    
    
    
    (8,019
    )
    
    
    
    
    
    
    (22,555
    )Other income (expense), net
    
    
    99
    
    
    
    (136
    )
    
    
    617
    
    
    
    
    
    
    
    580Income (loss) before income taxes
    
    
    (15,629
    )
    
    
    8,248
    
    
    
    6,051
    
    
    
    
    
    
    
    (1,330
    )(Benefit) provision for income taxes
    
    
    (3,736
    )
    
    
    1,568
    
    
    
    2,070
    
    
    
    
    
    
    
    (98
    )Equity in net income of subsidiaries
    
    
    10,661
    
    
    
    
    
    
    
    
    
    
    
    (10,661
    )
    
    
    Net (loss) income
    
    $
    (1,232
    )
    
    $
    6,680
    
    
    $
    3,981
    
    
    $
    (10,661
    )
    
    $
    (1,232
    )
 12




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##### Table of Contents



Condensed Consolidating Statement of Cash Flows for the six months ended June 30,2008Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    7,522
    
    
    $
    9,256
    
    
    $
    6,428
    
    
    $
    (15,684
    )
    
    $
    7,522Non-cash adjustments
    
    
    (3,131
    )
    
    
    1,158
    
    
    
    4,197
    
    
    
    15,684
    
    
    
    17,908Changes in operating assets and liabilities
    
    
    (3,277
    )
    
    
    1,424
    
    
    
    1,435
    
    
    
    
    
    
    
    (418
    )Net cash provided by operating activities
    
    
    1,114
    
    
    
    11,838
    
    
    
    12,060
    
    
    
    
    
    
    
    25,012Cash Flow from Investment Activities:Intercompany transactions
    
    
    12,053
    
    
    
    (12,135
    )
    
    
    82
    
    
    
    
    
    
    
    Additions to property and equipment
    
    
    (1,737
    )
    
    
    (547
    )
    
    
    (1,841
    )
    
    
    
    
    
    
    (4,125
    )Proceeds from sale of property and
equipment
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net cash provided by (used in) investing
activities
    
    
    10,318
    
    
    
    (12,682
    )
    
    
    (1,759
    )
    
    
    
    
    
    
    (4,123
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (5,883
    )
    
    
    
    
    
    
    (5,276
    )
    
    
    
    
    
    
    (11,159
    )Transactions involving SS&C Technologies
Holdings, Inc. common stock
    
    
    269
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269Net cash used in financing activities
    
    
    (5,614
    )
    
    
    
    
    
    
    (5,276
    )
    
    
    
    
    
    
    (10,890
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    336Net increase (decrease) in cash and cash
equivalents
    
    
    5,818
    
    
    
    (844
    )
    
    
    5,361
    
    
    
    
    
    
    
    10,335Cash and cash equivalents, beginning of
period
    
    
    9,031
    
    
    
    1,984
    
    
    
    8,160
    
    
    
    
    
    
    
    19,175Cash and cash equivalents, end of period
    
    $
    14,849
    
    
    $
    1,140
    
    
    $
    13,521
    
    
    $
    
    
    
    $
    29,510
 Condensed Consolidating Statement of Cash Flows for the six months ended June 30,2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net (loss) income
    
    $
    (1,232
    )
    
    $
    6,680
    
    
    $
    3,981
    
    
    $
    (10,661
    )
    
    $
    (1,232
    )Non-cash adjustments
    
    
    3,823
    
    
    
    1,136
    
    
    
    3,269
    
    
    
    10,661
    
    
    
    18,889Changes in operating assets and liabilities
    
    
    5,640
    
    
    
    (2,687
    )
    
    
    2,138
    
    
    
    
    
    
    
    5,091Net cash provided by operating activities
    
    
    8,231
    
    
    
    5,129
    
    
    
    9,388
    
    
    
    
    
    
    
    22,748Cash Flow from Investment Activities:Intercompany transactions
    
    
    1,572
    
    
    
    (1,349
    )
    
    
    (223
    )
    
    
    
    
    
    
    Cash paid for businesses acquired, net of
cash
acquired
    
    
    
    
    
    
    (5,133
    )
    
    
    (3
    )
    
    
    
    
    
    
    (5,136
    )Additions to property and equipment
    
    
    (2,472
    )
    
    
    (142
    )
    
    
    (820
    )
    
    
    
    
    
    
    (3,434
    )Cash paid for long-term investment
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200
    )Net cash used in investing activities
    
    
    (1,100
    )
    
    
    (6,624
    )
    
    
    (1,046
    )
    
    
    
    
    
    
    (8,770
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (4,000
    )
    
    
    
    
    
    
    (8,870
    )
    
    
    
    
    
    
    (12,870
    )Income tax benefit related to exercise of
stock options
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82Transactions involving SS&C Technologies
Holdings, Inc. common stock
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )Net cash used in financing activities
    
    
    (3,926
    )
    
    
    
    
    
    
    (8,870
    )
    
    
    
    
    
    
    (12,796
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    310Net increase (decrease) in cash and cash
equivalents
    
    
    3,205
    
    
    
    (1,495
    )
    
    
    (218
    )
    
    
    
    
    
    
    1,492Cash and cash equivalents, beginning of
period
    
    
    3,055
    
    
    
    2,317
    
    
    
    6,346
    
    
    
    
    
    
    
    11,718Cash and cash equivalents, end of period
    
    $
    6,260
    
    
    $
    822
    
    
    $
    6,128
    
    
    $
    
    
    
    $
    13,210
 13




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##### Table of Contents



14




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 CRITICAL ACCOUNTING POLICIES
  -
    
    Revenue Recognition-
    
    Allowance for Doubtful Accounts-
    
    Long-Lived Assets, Intangible Assets and Goodwill-
    
    Acquisition Accounting-
    
    Income Taxes-
    
    Stock-based compensation
 Results of Operations for the Three Months and Six Months Ended June 30, 2008 and 2007
  Three Months Ended June 30,
    
    
    Percent
    
    
    Six Months Ended June 30,
    
    
    Percent2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenues:Software licenses
    
    $
    6,029
    
    
    $
    5,377
    
    
    
    12
    %
    
    $
    12,684
    
    
    $
    11,494
    
    
    
    10
    %Maintenance
    
    
    16,281
    
    
    
    15,246
    
    
    
    7
    %
    
    
    32,638
    
    
    
    30,233
    
    
    
    8
    %Professional services
    
    
    8,111
    
    
    
    4,908
    
    
    
    65
    %
    
    
    13,379
    
    
    
    9,043
    
    
    
    48
    %Software-enabled
services
    
    
    41,774
    
    
    
    34,797
    
    
    
    20
    %
    
    
    82,017
    
    
    
    65,472
    
    
    
    25
    %Total revenues
    
    $
    72,195
    
    
    $
    60,328
    
    
    
    20
    %
    
    $
    140,718
    
    
    $
    116,242
    
    
    
    21
    %
  Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007Revenues:Software licenses
    
    
    8
    %
    
    
    9
    %
    
    
    9
    %
    
    
    10
    %Maintenance
    
    
    23
    %
    
    
    25
    %
    
    
    23
    %
    
    
    26
    %Professional services
    
    
    11
    %
    
    
    8
    %
    
    
    10
    %
    
    
    8
    %Software-enabled
services
    
    
    58
    %
    
    
    58
    %
    
    
    58
    %
    
    
    56
    %
 Revenues
  15




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##### Table of Contents



Software Licenses
 Maintenance
 Professional Services
 Software-Enabled Services
 Cost of Revenues
  16




---



##### Table of Contents



Cost of Software Licenses
 Cost of Maintenance
 Cost of Professional Services
 Cost of Software-Enabled Services
 Operating Expenses
  Selling and Marketing
 17




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##### Table of Contents



Research and Development
 General and Administrative
 Interest Expense. 3 4
 Other (Expense) Income, Net
 Provision (Benefit) for Income Taxes
 Liquidity and Capital Resources
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Off-Balance Sheet Arrangements
  Senior Credit Facilities
    11 3/4 % Senior Subordinated Notes due 2013
 3 4
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Covenant Compliance
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
    
    Consolidated EBITDA does not reflect the provision of income tax expense in
our various jurisdictions;
    
    Consolidated EBITDA does not reflect the significant interest expense we
incur as a result of our debt leverage;
    
    Consolidated EBITDA does not reflect any attribution of costs to our
operations related to our investments and capital expenditures through
depreciation and amortization charges;
    
    Consolidated EBITDA does not reflect the cost of compensation we provide to
our employees in the form of stock option awards; and
    
    Consolidated EBITDA excludes expenses that we believe are unusual or
non-recurring, but which others may believe are normal expenses for the
operation of a business.
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(in thousands)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    3,786
    
    
    $
    (1,059
    )
    
    $
    7,522
    
    
    $
    (1,232
    )Interest expense, net
    
    
    10,409
    
    
    
    11,135
    
    
    
    20,837
    
    
    
    22,555Income taxes
    
    
    2,077
    
    
    
    (24
    )
    
    
    3,960
    
    
    
    (98
    )Depreciation and amortization
    
    
    8,726
    
    
    
    8,730
    
    
    
    17,724
    
    
    
    17,213EBITDA
    
    $
    24,998
    
    
    $
    18,782
    
    
    $
    50,043
    
    
    $
    38,438Purchase accounting adjustments (1)
    
    
    (69
    )
    
    
    (72
    )
    
    
    (148
    )
    
    
    (139
    )Unusual or non-recurring charges (2)
    
    
    1,593
    
    
    
    (186
    )
    
    
    1,368
    
    
    
    (241
    )Acquired EBITDA and cost savings (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135Stock-based compensation
    
    
    2,019
    
    
    
    3,727
    
    
    
    3,308
    
    
    
    4,540Capital-based taxes
    
    
    299
    
    
    
    251
    
    
    
    715
    
    
    
    664Other (4)
    
    
    327
    
    
    
    295
    
    
    
    720
    
    
    
    785Consolidated EBITDA
    
    $
    29,167
    
    
    $
    22,797
    
    
    $
    56,006
    
    
    $
    44,182
 
 (1)
    
    Purchase accounting adjustments include an adjustment to increase rent expense
by the amount that would have been recognized if lease obligations were not adjusted
to fair value at the date of the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses,
equity earnings and losses on investments, proceeds
from legal and other settlements and other one-time expenses.(3)
    
    Acquired EBITDA and cost savings reflects the EBITDA impact of significant
businesses that were acquired during the period as if the acquisition occurred at the
beginning of the period and cost savings to be realized from such acquisitions.(4)
    
    Other includes management fees and related expenses paid to Carlyle and the
non-cash portion of straight-line rent expense.  Covenant
    
    ActualRequirements
    
    RatiosMaximum consolidated total leverage to Consolidated EBITDA Ratio
    
    
    6.00x
    
    
    
    3.63xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    1.70x
    
    
    
    2.73x
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Recent Accounting Pronouncements
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
       
 Item 1A. Risk Factors
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Item 6. Exhibits
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SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: August 14, 2008
    
    By:
    
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
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Exhibit Index
 ExhibitNumber
    
    Description10.1
    
    Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23,
2005, by and among SS&C Technologies Holdings, Inc., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and
William C. Stone is incorporated herein by reference to Exhibit 10.28 to SS&C Technologies
Holdings, Inc.s Registration Statement on Form S-1, filed on April 24, 2008 (File No.
333-143719) (the Form S-1)10.2
    
    Amendment No. 1, dated April 22, 2008, to the Service Provider Stockholders Agreement dated as
of November 23, 2005, by and among SS&C Technologies Holdings, Inc., Carlyle Partners IV, L.P. and CP IV
Coinvestment, L.P. is incorporated herein by reference to Exhibit 10.29 to the Form S-110.3
    
    Amendment No. 1, dated April 22, 2008, to the Management Agreement dated as of November 23,
2005, by and among SS&C Technologies Holdings, Inc., William C. Stone and TC Group, L.L.C. is incorporated
herein by reference to Exhibit 10.30 to the Form S-110.4
    
    2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to the Form S-110.5
    
    Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement is
incorporated herein by reference to Exhibit 10.27 to the Form S-131.1
    
    Certification of the Registrants Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Registrants Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232
    
    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
 27