##### 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 March 31, 2010
 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.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    06-1169696
(I.R.S. Employer Identification No.)
 
 
 o þ
 o 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
 There were 1,000 shares of the registrants common stock
outstanding as of May 13,
2010.




---



##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 PageNumberPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets at
March 31, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations for the
three months ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 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 1A.
    
    Risk Factors
    
    
    24Item 6.
    
    Exhibits
    
    
    24SIGNATURE
    
    
    25EXHIBIT INDEX
    
    
    26EX-31.1EX-31.2EX-32
   2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,189
    
    
    $
    19,055Accounts receivable, net of allowance for
doubtful accounts of $1,428 and $1,425,
respectively
    
    
    44,367
    
    
    
    41,600Prepaid expenses and other current assets
    
    
    6,057
    
    
    
    6,164Income taxes receivable
    
    
    6,539
    
    
    
    669Deferred income taxes
    
    
    1,773
    
    
    
    1,780Total current assets
    
    
    79,925
    
    
    
    69,268Property and equipment:Leasehold improvements
    
    
    5,413
    
    
    
    5,358Equipment, furniture, and fixtures
    
    
    27,187
    
    
    
    25,91532,600
    
    
    
    31,273Less accumulated depreciation
    
    
    (18,893
    )
    
    
    (17,237
    )Net property and equipment
    
    
    13,707
    
    
    
    14,036Deferred income taxes
    
    
    331
    
    
    
    499Goodwill (Note 9)
    
    
    900,021
    
    
    
    885,517Intangible and other assets, net of
accumulated amortization of $126,139 and
$116,670, respectively
    
    
    211,117
    
    
    
    216,321Total assets
    
    $
    1,205,101
    
    
    $
    1,185,641LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 5)
    
    $
    2,138
    
    
    $
    4,270Accounts payable
    
    
    3,867
    
    
    
    4,804Income taxes payable
    
    
    767
    
    
    
    703Accrued employee compensation and benefits
    
    
    5,096
    
    
    
    14,693Other accrued expenses
    
    
    13,815
    
    
    
    16,938Interest payable
    
    
    8,029
    
    
    
    2,070Deferred maintenance and other revenue
    
    
    50,126
    
    
    
    40,400Total current liabilities
    
    
    83,838
    
    
    
    83,878Long-term debt, net of current portion (Note 5)
    
    
    394,026
    
    
    
    392,989Other long-term liabilities
    
    
    9,899
    
    
    
    10,764Deferred income taxes
    
    
    50,253
    
    
    
    52,023Total liabilities
    
    
    538,016
    
    
    
    539,654Commitments and contingencies (Note 7)Stockholders equity (Note 3 and 4):Common stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    586,392
    
    
    
    583,251Accumulated other comprehensive income
    
    
    25,372
    
    
    
    16,436Retained earnings
    
    
    55,321
    
    
    
    46,300Total stockholders equity
    
    
    667,085
    
    
    
    645,987Total liabilities and stockholders equity
    
    $
    1,205,101
    
    
    $
    1,185,641
 See accompanying notes to Condensed Consolidated Financial Statements.
 3




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##### Table of Contents



Three months ended March 31,2010
    
    
    2009Revenues:Software licenses
    
    $
    5,589
    
    
    $
    5,820Maintenance
    
    
    18,019
    
    
    
    15,540Professional services
    
    
    5,389
    
    
    
    5,196Software-enabled services
    
    
    49,177
    
    
    
    37,166Total revenues
    
    
    78,174
    
    
    
    63,722Cost of revenues:Software licenses
    
    
    1,928
    
    
    
    2,048Maintenance
    
    
    7,997
    
    
    
    6,474Professional services
    
    
    3,358
    
    
    
    3,977Software-enabled services
    
    
    25,879
    
    
    
    20,573Total cost of revenues
    
    
    39,162
    
    
    
    33,072Gross profit
    
    
    39,012
    
    
    
    30,650Operating expenses:Selling and marketing
    
    
    6,152
    
    
    
    5,228Research and development
    
    
    7,759
    
    
    
    5,867General and administrative
    
    
    5,680
    
    
    
    5,082Total operating expenses
    
    
    19,591
    
    
    
    16,177Operating income
    
    
    19,421
    
    
    
    14,473Interest expense, net
    
    
    (9,017
    )
    
    
    (9,350
    )Other (expense) income, net
    
    
    (115
    )
    
    
    557Income before income taxes
    
    
    10,289
    
    
    
    5,680Provision for income taxes
    
    
    1,268
    
    
    
    1,782Net income
    
    $
    9,021
    
    
    $
    3,898
 See accompanying notes to Condensed Consolidated Financial Statements.
 4




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##### Table of Contents



Three months ended March 31,2010
    
    
    2009Cash flow from operating activities:Net income
    
    $
    9,021
    
    
    $
    3,898Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    10,113
    
    
    
    8,573Amortization of loan origination costs
    
    
    584
    
    
    
    570(Gain) loss on sale or disposition of property and equipment
    
    
    (2
    )
    
    
    2Deferred income taxes
    
    
    (2,359
    )
    
    
    (2,089
    )Stock-based compensation expense
    
    
    1,350
    
    
    
    1,269Provision for doubtful accounts
    
    
    146
    
    
    
    349Changes in operating assets and liabilities, excluding effects
from acquisitions:Accounts receivable
    
    
    (1,178
    )
    
    
    (4,223
    )Prepaid expenses and other assets
    
    
    193
    
    
    
    208Accounts payable
    
    
    (966
    )
    
    
    45Accrued expenses and other liabilities
    
    
    (7,156
    )
    
    
    (3,369
    )Income taxes receivable and payable
    
    
    (2,989
    )
    
    
    (3,869
    )Deferred maintenance and other revenues
    
    
    8,785
    
    
    
    9,668Net cash provided by operating activities
    
    
    15,542
    
    
    
    11,032Cash flow from investing activities:Additions to property and equipment
    
    
    (998
    )
    
    
    (102
    )Proceeds from sale of property and equipment
    
    
    52
    
    
    
    Cash paid for business acquisitions, net of cash acquired
    
    
    (11,372
    )
    
    
    (3,550
    )Additions to capitalized software and other intangibles
    
    
    (51
    )
    
    
    Net cash used in investing activities
    
    
    (12,369
    )
    
    
    (3,652
    )Cash flow from financing activities:Repayment of debt
    
    
    (2,659
    )
    
    
    (531
    )Transactions involving SS&C Holdings common stock
    
    
    (216
    )
    
    
    (123
    )Income tax benefit related to exercise of stock options
    
    
    2,009
    
    
    
    Net cash used in financing activities
    
    
    (866
    )
    
    
    (654
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (173
    )
    
    
    (488
    )Net increase in cash and cash equivalents
    
    
    2,134
    
    
    
    6,238Cash and cash equivalents, beginning of period
    
    
    19,055
    
    
    
    29,299Cash and cash equivalents, end of period
    
    $
    21,189
    
    
    $
    35,537
 See accompanying notes to Condensed Consolidated Financial Statements.
 5




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
          6




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##### Table of Contents



2010
    
    
    2009Statements of operations classificationCost of maintenance
    
    $
    27
    
    
    $
    25Cost of professional services
    
    
    46
    
    
    
    47Cost of software-enabled services
    
    
    267
    
    
    
    253Total cost of revenues
    
    
    340
    
    
    
    325Selling and marketing
    
    
    208
    
    
    
    237Research and development
    
    
    132
    
    
    
    134General and administrative
    
    
    670
    
    
    
    573Total operating expenses
    
    
    1,010
    
    
    
    944Total stock-based compensation expense
    
    $
    1,350
    
    
    $
    1,269
  Shares of HoldingsUnderlyingOptionsOutstanding at January 1, 2010
    
    
    12,737,559Granted
    
    
    2,019,685Cancelled/forfeited
    
    
    (25,576
    )Exercised
    
    
    (857,512
    )Outstanding at March 31, 2010
    
    
    13,874,156
    Three Months Ended March 31,2010
    
    
    2009Net income
    
    $
    9,021
    
    
    $
    3,898Foreign currency translation gains (losses)
    
    
    8,442
    
    
    
    (7,105
    )Unrealized gains on interest rate swaps, net of tax
    
    
    494
    
    
    
    351Total comprehensive gain (loss)
    
    $
    17,957
    
    
    $
    (2,856
    )
 7




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##### Table of Contents



March 31,
    
    
    December  31,2010
    
    
    2009Senior credit facility, revolving portion
    
    $
    
    
    
    $
    2,000Senior credit facility, term loan portion,
weighted-average interest rate of 2.45% and
2.39%, respectively
    
    
    190,989
    
    
    
    190,03211 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000Capital leases
    
    
    175
    
    
    
    227396,164
    
    
    
    397,259Short-term borrowings and current portion of
long-term debt
    
    
    (2,138
    )
    
    
    (4,270
    )Long-term debt
    
    $
    394,026
    
    
    $
    392,989
      Three Months EndedMarch 31,2010
    
    2009Interest rate swaps
    
    $
    1,132
    
    
    $
    839
  Three Months EndedMarch 31,2010
    
    2009Amount of gain recognized in AOCI, net of tax
    
    $
    494
    
    
    $
    351
   8




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##### Table of Contents



Accounts receivable
    
    $
    1,680Tangible assets acquired, net of cash received
    
    
    32Acquired customer relationships and contracts
    
    
    2,500Goodwill
    
    
    8,404Deferred revenue
    
    
    (1,126
    )Other liabilities assumed
    
    
    (118
    )Consideration paid, net of cash received
    
    $
    11,372
  9




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##### Table of Contents



Three Months Ended March 31,2010
    
    2009Revenues
    
    $
    78,830
    
    
    $
    75,492Net income
    
    $
    9,097
    
    
    $
    4,444
   Balance at December 31, 2009
    
    $
    885,5172010 acquisitions
    
    
    8,404Income tax benefit on rollover options exercised
    
    
    (2,753
    )Effect of foreign currency translation
    
    
    8,853Balance at March 31, 2010
    
    $
    900,021
    Three Months Ended March 31,2010
    
    
    2009United States
    
    $
    52,116
    
    
    $
    40,930Canada
    
    
    11,685
    
    
    
    9,716Americas excluding United States and Canada
    
    
    1,001
    
    
    
    2,278Europe
    
    
    11,397
    
    
    
    9,472Asia Pacific and Japan
    
    
    1,975
    
    
    
    1,326$
    78,174
    
    
    $
    63,722
  Three Months Ended March 31,2010
    
    
    2009Portfolio management/accounting
    
    $
    62,225
    
    
    $
    51,390Trading/treasury operations
    
    
    9,920
    
    
    
    6,118Financial modeling
    
    
    2,346
    
    
    
    2,099Loan management/accounting
    
    
    949
    
    
    
    1,268Property management
    
    
    1,190
    
    
    
    1,269Money market processing
    
    
    906
    
    
    
    833Training
    
    
    638
    
    
    
    745$
    78,174
    
    
    $
    63,722
  3 4
 10




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##### Table of Contents



At March 31, 2010Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    5,457
    
    
    $
    3,805
    
    
    $
    11,927
    
    
    $
    
    
    
    $
    21,189Accounts receivable, net
    
    
    25,762
    
    
    
    5,935
    
    
    
    12,670
    
    
    
    
    
    
    
    44,367Income taxes receivable
    
    
    6,539
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,539Prepaid expenses and other current assets
    
    
    2,544
    
    
    
    686
    
    
    
    2,827
    
    
    
    
    
    
    
    6,057Deferred income taxes
    
    
    1,304
    
    
    
    220
    
    
    
    249
    
    
    
    
    
    
    
    1,773Property and equipment, net
    
    
    8,025
    
    
    
    1,455
    
    
    
    4,227
    
    
    
    
    
    
    
    13,707Investment in subsidiaries
    
    
    204,286
    
    
    
    
    
    
    
    
    
    
    
    (204,286
    )
    
    
    Intercompany balances
    
    
    105,928
    
    
    
    (5,270
    )
    
    
    (100,658
    )
    
    

    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    331Goodwill, intangible and other assets, net
    
    
    756,618
    
    
    
    59,996
    
    
    
    294,524
    
    
    
    
    
    
    
    1,111,138Total assets
    
    $
    1,116,463
    
    
    $
    66,827
    
    
    $
    226,097
    
    
    $
    (204,286
    )
    
    $
    1,205,101Current portion of long-term debt
    
    $
    1,686
    
    
    $
    
    
    
    $
    452
    
    
    $
    
    
    
    $
    2,138Accounts payable
    
    
    2,324
    
    
    
    432
    
    
    
    1,111
    
    
    
    
    
    
    
    3,867Accrued expenses and other liabilities
    
    
    20,309
    
    
    
    2,004
    
    
    
    4,627
    
    
    
    
    
    
    
    26,940Income taxes payable
    
    
    
    
    
    
    1,127
    
    
    
    (360
    )
    
    
    
    
    
    
    767Deferred maintenance and other revenue
    
    
    34,150
    
    
    
    5,602
    
    
    
    10,374
    
    
    
    
    
    
    
    50,126Long-term debt, net of current portion
    
    
    351,226
    
    
    
    
    
    
    
    42,800
    
    
    
    
    
    
    
    394,026Other long-term liabilities
    
    
    2,720
    
    
    
    332
    
    
    
    6,847
    
    
    
    
    
    
    
    9,899Deferred income taxes, long-term
    
    
    36,963
    
    
    
    2,997
    
    
    
    10,293
    
    
    
    
    
    
    
    50,253Total liabilities
    
    
    449,378
    
    
    
    12,494
    
    
    
    76,144
    
    
    
    
    
    
    
    538,016Stockholders equity
    
    
    667,085
    
    
    
    54,333
    
    
    
    149,953
    
    
    
    (204,286
    )
    
    
    667,085Total liabilities and stockholders equity
    
    $
    1,116,463
    
    
    $
    66,827
    
    
    $
    226,097
    
    
    $
    (204,286
    )
    
    $
    1,205,101
 At December 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    6,226
    
    
    $
    1,087
    
    
    $
    11,742
    
    
    $
    
    
    
    $
    19,055Accounts receivable, net
    
    
    24,958
    
    
    
    5,898
    
    
    
    10,744
    
    
    
    
    
    
    
    41,600Prepaid expenses and other current assets
    
    
    3,440
    
    
    
    575
    
    
    
    2,149
    
    
    
    
    
    
    
    6,164Income taxes receivable
    
    
    669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    669Deferred income taxes
    
    
    1,321
    
    
    
    220
    
    
    
    239
    
    
    
    
    
    
    
    1,780Property and equipment, net
    
    
    7,998
    
    
    
    1,620
    
    
    
    4,418
    
    
    
    
    
    
    
    14,036Investment in subsidiaries
    
    
    193,769
    
    
    
    
    
    
    
    
    
    
    
    (193,769
    )
    
    
    Intercompany balances
    
    
    104,903
    
    
    
    (6,353
    )
    
    
    (98,550
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    
    
    
    
    499
    
    
    
    
    
    
    
    499Goodwill, intangible and other assets, net
    
    
    754,745
    
    
    
    60,997
    
    
    
    286,096
    
    
    
    
    
    
    
    1,101,838Total assets
    
    $
    1,098,029
    
    
    $
    64,044
    
    
    $
    217,337
    
    
    $
    (193,769
    )
    
    $
    1,185,641Current portion of long-term debt
    
    $
    3,725
    
    
    $
    
    
    
    $
    545
    
    
    $
    
    
    
    $
    4,270Accounts payable
    
    
    1,935
    
    
    
    1,043
    
    
    
    1,826
    
    
    
    
    
    
    
    4,804Accrued expenses
    
    
    23,733
    
    
    
    3,813
    
    
    
    6,155
    
    
    
    
    
    
    
    33,701Income taxes payable
    
    
    739
    
    
    
    (63
    )
    
    
    27
    
    
    
    
    
    
    
    703Deferred maintenance and other revenue
    
    
    29,308
    
    
    
    2,888
    
    
    
    8,204
    
    
    
    
    
    
    
    40,400Long-term debt, net of current portion
    
    
    351,624
    
    
    
    
    
    
    
    41,365
    
    
    
    
    
    
    
    392,989Other long-term liabilities
    
    
    3,482
    
    
    
    384
    
    
    
    6,898
    
    
    
    
    
    
    
    10,764Deferred income taxes, long-term
    
    
    37,496
    
    
    
    3,265
    
    
    
    11,262
    
    
    
    
    
    
    
    52,023Total liabilities
    
    
    452,042
    
    
    
    11,330
    
    
    
    76,282
    
    
    
    
    
    
    
    539,654Stockholders equity
    
    
    645,987
    
    
    
    52,714
    
    
    
    141,055
    
    
    
    (193,769
    )
    
    
    645,987Total liabilities and stockholders equity
    
    $
    1,098,029
    
    
    $
    64,044
    
    
    $
    217,337
    
    
    $
    (193,769
    )
    
    $
    1,185,641
 11




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##### Table of Contents



For the three months ended March 31, 2010Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    34,901
    
    
    $
    22,245
    
    
    $
    21,388
    
    
    $
    (360
    )
    
    $
    78,174Cost of revenue
    
    
    18,564
    
    
    
    13,044
    
    
    
    7,914
    
    
    
    (360
    )
    
    
    39,162Gross profit
    
    
    16,337
    
    
    
    9,201
    
    
    
    13,474
    
    
    
    
    
    
    
    39,012Operating expenses:Selling & marketing
    
    
    3,489
    
    
    
    1,117
    
    
    
    1,546
    
    
    
    
    
    
    
    6,152Research & development
    
    
    4,107
    
    
    
    1,606
    
    
    
    2,046
    
    
    
    
    
    
    
    7,759General & administrative
    
    
    4,002
    
    
    
    546
    
    
    
    1,132
    
    
    
    
    
    
    
    5,680Total operating expenses
    
    
    11,598
    
    
    
    3,269
    
    
    
    4,724
    
    
    
    
    
    
    
    19,591Operating income
    
    
    4,739
    
    
    
    5,932
    
    
    
    8,750
    
    
    
    
    
    
    
    19,421Interest expense, net
    
    
    (6,371
    )
    
    
    
    
    
    
    (2,646
    )
    
    
    
    
    
    
    (9,017
    )Other income (expense), net
    
    
    329
    
    
    
    (38
    )
    
    
    (406
    )
    
    
    
    
    
    
    (115
    )(Loss) income before income taxes
    
    
    (1,303
    )
    
    
    5,894
    
    
    
    5,698
    
    
    
    
    
    
    
    10,289(Benefit) provision for income taxes
    
    
    (570
    )
    
    
    1,128
    
    
    
    710
    
    
    
    
    
    
    
    1,268Equity in net income of subsidiaries
    
    
    9,754
    
    
    
    
    
    
    
    
    
    
    
    (9,754
    )
    
    
    Net income
    
    $
    9,021
    
    
    $
    4,766
    
    
    $
    4,988
    
    
    $
    (9,754
    )
    
    $
    9,021
 For the three months ended March 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    26,511
    
    
    $
    18,644
    
    
    $
    19,033
    
    
    $
    (466
    )
    
    $
    63,722Cost of revenue
    
    
    14,481
    
    
    
    11,289
    
    
    
    7,768
    
    
    
    (466
    )
    
    
    33,072Gross profit
    
    
    12,030
    
    
    
    7,355
    
    
    
    11,265
    
    
    
    
    
    
    
    30,650Operating expenses:Selling & marketing
    
    
    2,939
    
    
    
    990
    
    
    
    1,299
    
    
    
    
    
    
    
    5,228Research & development
    
    
    3,263
    
    
    
    802
    
    
    
    1,802
    
    
    
    
    
    
    
    5,867General & administrative
    
    
    3,661
    
    
    
    221
    
    
    
    1,200
    
    
    
    
    
    
    
    5,082Total operating expenses
    
    
    9,863
    
    
    
    2,013
    
    
    
    4,301
    
    
    
    
    
    
    
    16,177Operating income
    
    
    2,167
    
    
    
    5,342
    
    
    
    6,964
    
    
    
    
    
    
    
    14,473Interest expense, net
    
    
    (6,420
    )
    
    
    
    
    
    
    (2,930
    )
    
    
    
    
    
    
    (9,350
    )Other income (expense), net
    
    
    451
    
    
    
    (30
    )
    
    
    136
    
    
    
    
    
    
    
    557(Loss) income before income taxes
    
    
    (3,802
    )
    
    
    5,312
    
    
    
    4,170
    
    
    
    
    
    
    
    5,680(Benefit) provision for income taxes
    
    
    (694
    )
    
    
    962
    
    
    
    1,514
    
    
    
    
    
    
    
    1,782Equity in net income of subsidiaries
    
    
    7,006
    
    
    
    
    
    
    
    
    
    
    
    (7,006
    )
    
    
    Net income
    
    $
    3,898
    
    
    $
    4,350
    
    
    $
    2,656
    
    
    $
    (7,006
    )
    
    $
    3,898
 12




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##### Table of Contents



For the three months ended March 31, 2010Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    9,021
    
    
    $
    4,766
    
    
    $
    4,988
    
    
    $
    (9,754
    )
    
    $
    9,021Non-cash adjustments
    
    
    (2,194
    )
    
    
    1,088
    
    
    
    1,184
    
    
    
    9,754
    
    
    
    9,832Changes in operating assets and liabilities
    
    
    (1,644
    )
    
    
    1,276
    
    
    
    (2,943
    )
    
    
    
    
    
    
    (3,311
    )Net cash provided by operating activities
    
    
    5,183
    
    
    
    7,130
    
    
    
    3,229
    
    
    
    
    
    
    
    15,542Cash Flow from Investment Activities:Intercompany transactions
    
    
    6,890
    
    
    
    (4,304
    )
    
    
    (2,586
    )
    
    
    
    
    
    
    Cash paid for business acquisitions, net
    
    
    (11,372
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,372
    )Proceeds from sale of property and equipment
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52Additions to capitalized software and other intangibles
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51
    )Additions to property and equipment
    
    
    (827
    )
    
    
    (108
    )
    
    
    (63
    )
    
    
    
    
    
    
    (998
    )Net cash provided by (used in) investing activities
    
    
    (5,308
    )
    
    
    (4,412
    )
    
    
    (2,649
    )
    
    
    
    
    
    
    (12,369
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (2,437
    )
    
    
    
    
    
    
    (222
    )
    
    
    
    
    
    
    (2,659
    )Transactions involving SS&C Holdings common stock
    
    
    (216
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )Income tax benefit related to exercise of stock options
    
    
    2,009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,009Net cash used in financing activities
    
    
    (644
    )
    
    
    
    
    
    
    (222
    )
    
    
    
    
    
    
    (866
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (173
    )
    
    
    
    
    
    
    (173
    )Net increase (decrease) in cash and cash equivalents
    
    
    (769
    )
    
    
    2,718
    
    
    
    185
    
    
    
    
    
    
    
    2,134Cash and cash equivalents, beginning of period
    
    
    6,226
    
    
    
    1,087
    
    
    
    11,742
    
    
    
    
    
    
    
    19,055Cash and cash equivalents, end of period
    
    $
    5,457
    
    
    $
    3,805
    
    
    $
    11,927
    
    
    $
    
    
    
    $
    21,189
 For the three months ended March 31, 2009Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    3,898
    
    
    $
    4,350
    
    
    $
    2,656
    
    
    $
    (7,006
    )
    
    $
    3,898Non-cash adjustments
    
    
    (1,366
    )
    
    
    827
    
    
    
    2,207
    
    
    
    7,006
    
    
    
    8,674Changes in operating assets and liabilities
    
    
    3,274
    
    
    
    (430
    )
    
    
    (4,384
    )
    
    
    
    
    
    
    (1,540
    )Net cash provided by operating activities
    
    
    5,806
    
    
    
    4,747
    
    
    
    479
    
    
    
    
    
    
    
    11,032Cash Flow from Investment Activities:Intercompany transactions
    
    
    4,734
    
    
    
    (4,879
    )
    
    
    145
    
    
    
    
    
    
    
    Cash paid for business acquisitions, net
    
    
    (3,514
    )
    
    
    (36
    )
    
    
    
    
    
    
    
    
    
    
    (3,550
    )Additions to property and equipment
    
    
    (24
    )
    
    
    (6
    )
    
    
    (72
    )
    
    
    
    
    
    
    (102
    )Net cash provided by (used in) investing activities
    
    
    1,196
    
    
    
    (4,921
    )
    
    
    73
    
    
    
    
    
    
    
    (3,652
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (440
    )
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (531
    )Transactions involving SS&C Holdings common stock
    
    
    (123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123
    )Net cash used in financing activities
    
    
    (563
    )
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    (654
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (488
    )
    
    
    
    
    
    
    (488
    )Net increase (decrease) in cash and cash equivalents
    
    
    6,439
    
    
    
    (174
    )
    
    
    (27
    )
    
    
    
    
    
    
    6,238Cash and cash equivalents, beginning of period
    
    
    10,329
    
    
    
    5,180
    
    
    
    13,790
    
    
    
    
    
    
    
    29,299Cash and cash equivalents, end of period
    
    $
    16,768
    
    
    $
    5,006
    
    
    $
    13,763
    
    
    $
    
    
    
    $
    35,537
 13




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3 4
    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 Ended March 31, 2010 and 2009
  Three months ended March 31,
    
    
    Percentage2010
    
    
    2009
    
    
    ChangeRevenues:Software licenses
    
    $
    5,589
    
    
    $
    5,820
    
    
    
    -4
    %Maintenance
    
    
    18,019
    
    
    
    15,540
    
    
    
    16
    %Professional services
    
    
    5,389
    
    
    
    5,196
    
    
    
    4
    %Software-enabled services
    
    
    49,177
    
    
    
    37,166
    
    
    
    32
    %Total revenues
    
    $
    78,174
    
    
    $
    63,722
    
    
    
    23
    %
  Three months ended March 31,2010
    
    2009Revenues:Software licenses
    
    
    7
    %
    
    
    9
    %Maintenance
    
    
    23
    %
    
    
    25
    %Professional services
    
    
    7
    %
    
    
    8
    %Software-enabled services
    
    
    63
    %
    
    
    58
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 15




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##### Table of Contents



Revenues
   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, Net. 3 4
 Other (Expense) Income, Net
 Provision for Income Taxes.
 Liquidity and Capital Resources
      18




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##### Table of Contents



3 4
 Off-Balance Sheet Arrangements
  Senior Credit Facilities
    11 3/4% Senior Subordinated Notes due 2013
 3 4 pari passu
 3 4
 19




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##### Table of Contents



Covenant Compliance
       
    
    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
 20




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##### Table of Contents



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.
  TwelveMonths EndedThree Months Ended March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Net income
    
    $
    9,021
    
    
    $
    3,898
    
    
    $
    24,141Interest expense
    
    
    9,017
    
    
    
    9,350
    
    
    
    36,530Income taxes
    
    
    1,268
    
    
    
    1,782
    
    
    
    9,290Depreciation and amortization
    
    
    10,113
    
    
    
    8,573
    
    
    
    37,568EBITDA
    
    
    29,419
    
    
    
    23,603
    
    
    
    107,529Purchase accounting adjustments (1)
    
    
    23
    
    
    
    (51
    )
    
    
    (19
    )Unusual or non-recurring charges (2)
    
    
    351
    
    
    
    (472
    )
    
    
    2,813Acquired EBITDA and cost savings (3)
    
    
    192
    
    
    
    221
    
    
    
    7,021Stock-based compensation
    
    
    1,350
    
    
    
    1,269
    
    
    
    5,688Capital-based taxes
    
    
    226
    
    
    
    334
    
    
    
    687Other (4)
    
    
    206
    
    
    
    345
    
    
    
    1,062Consolidated EBITDA
    
    $
    31,767
    
    
    $
    25,249
    
    
    $
    124,781
 
 (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, expenses related to
the withdrawn public offering, severance expenses associated with workforce reduction, 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 The Carlyle Group and the non-cash
portion of straight-line rent expense.  Covenant
    
    ActualRequirements
    
    RatiosMaximum consolidated total leverage to Consolidated EBITDA Ratio
    
    
    5.50x
    
    
    
    3.01xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    2.25x
    
    
    
    3.65x
 Recent Accounting Pronouncements
  21




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22




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
   23




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  24




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SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: May 14, 2010
    By:
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 25




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description10.1
    
    Amendment No. 2, dated March 2, 2010, to the Stockholders
Agreement dated as of November 23, 2005, as amended by
Amendment No. 1 to the Stockholders Agreement dated April
22, 2008, 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 10.1 to the Registrants Current Report on Form
8-K, filed on March 2, 2010 (File No. 000-28430) (the
March 2, 2010 Form 8-K)10.2
    
    Forms of 2006 Equity Incentive Plan Amended and Restated
Stock Option Grant Notice and Amended and Restated Stock
Option Agreement is incorporated herein by reference to
Exhibit 10.2 to the March 2, 2010 Form 8-K10.3
    
    Form of Indemnification Agreement is incorporated herein by
reference to Exhibit 10.35 to SS&C Technologies Holdings,
Inc.s Registration Statement on Form S-1, as amended (File
No. 333-164043) (the S-1)10.4
    
    Employment Agreement, dated as of March 11, 2010, by and
among William C. Stone, SS&C Technologies Holdings, Inc.
and the Registrant is incorporated herein by reference to
Exhibit 10.27 to the S-110.5
    
    Assumption Agreement, dated as of April 12, 2010, by
Tradeware Global Corp. in favor of JPMorgan Chase Bank is
incorporated herein by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K, filed on April 15,
2010 (File No. 000-28430) (the April 15, 2010 Form 8-K)10.6
    
    Fourth Supplemental Indenture, dated as of April 12, 2010,
among the Registrant, Tradeware Global Corp. and Wells
Fargo Bank, National Association is incorporated herein by
reference to Exhibit 10.2 to the April 15, 2010 8-K10.7
    
    Note Guarantee by Tradeware Global Corp. is incorporated
herein by reference to Exhibit 10.3 to the April 15, 2010
8-K10.8
    
    Joinder Agreement, dated as of April 12, 2010, executed and
delivered by Tradeware Global Corp. is incorporated herein
by reference to Exhibit 10.4 to the April 15, 2010 8-K31.1
    
    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
 26