##### 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, 2011
 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
    
    06-1169696(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 o þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets at March 31, 2011
and December 31, 2010
    
    
    2Condensed Consolidated Statements of Operations for the
three months ended March 31, 2011 and 2010
    
    
    3Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2011 and 2010
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    22Item 6. Exhibits
    
    
    22SIGNATURE
    
    
    23EXHIBIT INDEXExhibit 31.1Exhibit 31.2Exhibit 32
    1




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Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    70,835
    
    
    $
    84,843Accounts receivable, net of allowance for doubtful accounts of $2,328 and
$1,986, respectively
    
    
    55,676
    
    
    
    45,531Prepaid expenses and other current assets
    
    
    6,230
    
    
    
    5,932Prepaid income taxes
    
    
    2,789
    
    
    
    2,242Deferred income taxes
    
    
    1,226
    
    
    
    1,142Total current assets
    
    
    136,756
    
    
    
    139,690Property and equipment:Leasehold improvements
    
    
    5,650
    
    
    
    5,605Equipment, furniture, and fixtures
    
    
    32,187
    
    
    
    30,40737,837
    
    
    
    36,012Less accumulated depreciation
    
    
    (23,992
    )
    
    
    (22,442
    )Net property and equipment
    
    
    13,845
    
    
    
    13,570Deferred income taxes
    
    
    636
    
    
    
    686Goodwill (Note 9)
    
    
    944,968
    
    
    
    926,668Intangible and other assets, net of accumulated amortization of $163,191 and $153,123,
respectively
    
    
    191,688
    
    
    
    195,112Total assets
    
    $
    1,287,893
    
    
    $
    1,275,726LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 5)
    
    $
    1,697
    
    
    $
    1,702Accounts payable
    
    
    3,392
    
    
    
    3,790Accrued employee compensation and benefits
    
    
    5,395
    
    
    
    16,854Other accrued expenses
    
    
    13,077
    
    
    
    11,052Interest payable
    
    
    2,609
    
    
    
    1,305Deferred maintenance and other revenue
    
    
    53,072
    
    
    
    41,671Total current liabilities
    
    
    79,242
    
    
    
    76,374Long-term debt, net of current portion (Note 5)
    
    
    222,838
    
    
    
    289,092Other long-term liabilities
    
    
    13,458
    
    
    
    12,343Deferred income taxes
    
    
    38,218
    
    
    
    40,734Total liabilities
    
    
    353,756
    
    
    
    418,543Commitments and contingencies (Note 8)Stockholders equity (Notes 3 and 4):Common stock, $0.01 par value, 1 share authorized; 1 share issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    804,910
    
    
    
    745,771Accumulated other comprehensive income
    
    
    40,680
    
    
    
    32,699Retained earnings
    
    
    88,547
    
    
    
    78,713Total stockholders equity
    
    
    934,137
    
    
    
    857,183Total liabilities and stockholders equity
    
    $
    1,287,893
    
    
    $
    1,275,726
 See accompanying notes to Condensed Consolidated Financial Statements.
  2




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
 Three Months Ended March 31,2011
    
    
    2010Revenues:Software licenses
    
    $
    6,573
    
    
    $
    5,589Maintenance
    
    
    19,447
    
    
    
    18,019Professional services
    
    
    5,267
    
    
    
    5,389Software-enabled services
    
    
    57,720
    
    
    
    49,177Total revenues
    
    
    89,007
    
    
    
    78,174Cost of revenues:Software licenses
    
    
    1,675
    
    
    
    1,928Maintenance
    
    
    8,666
    
    
    
    7,997Professional services
    
    
    3,570
    
    
    
    3,358Software-enabled services
    
    
    30,584
    
    
    
    25,879Total cost of revenues
    
    
    44,495
    
    
    
    39,162Gross profit
    
    
    44,512
    
    
    
    39,012Operating expenses:Selling and marketing
    
    
    6,890
    
    
    
    6,152Research and development
    
    
    7,972
    
    
    
    7,759General and administrative
    
    
    6,543
    
    
    
    5,680Total operating expenses
    
    
    21,405
    
    
    
    19,591Operating income
    
    
    23,107
    
    
    
    19,421Interest expense, net
    
    
    (5,127
    )
    
    
    (9,017
    )Other expense, net
    
    
    (287
    )
    
    
    (115
    )Loss on extinguishment of debt
    
    
    (2,881
    )
    
    
    Income before income taxes
    
    
    14,812
    
    
    
    10,289Provision for income taxes
    
    
    4,978
    
    
    
    1,268Net income
    
    $
    9,834
    
    
    $
    9,021
 See accompanying notes to Condensed Consolidated Financial Statements.
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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Three Months Ended March 31,2011
    
    
    2010Cash flow from operating activities:Net income
    
    $
    9,834
    
    
    $
    9,021Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    10,378
    
    
    
    10,113Amortization of loan origination costs
    
    
    1,393
    
    
    
    584Gain on sale or disposition of property and equipment
    
    
    
    
    
    
    (2
    )Deferred income taxes
    
    
    (2,776
    )
    
    
    (2,359
    )Stock-based compensation expense
    
    
    1,797
    
    
    
    1,350Provision for doubtful accounts
    
    
    430
    
    
    
    146Changes in operating assets and liabilities, excluding effects from acquisitions:Accounts receivable
    
    
    (9,572
    )
    
    
    (1,178
    )Prepaid expenses and other assets
    
    
    (43
    )
    
    
    193Accounts payable
    
    
    (566
    )
    
    
    (966
    )Accrued expenses and other liabilities
    
    
    (9,917
    )
    
    
    (7,156
    )Income taxes receivable and payable
    
    
    243
    
    
    
    (2,989
    )Deferred maintenance and other revenues
    
    
    10,893
    
    
    
    8,785Net cash provided by operating activities
    
    
    12,094
    
    
    
    15,542Cash flow from investing activities:Additions to property and equipment
    
    
    (1,566
    )
    
    
    (998
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    52Cash paid for business acquisitions, net of cash acquired
    
    
    (14,771
    )
    
    
    (11,372
    )Additions to capitalized software and other intangibles
    
    
    (539
    )
    
    
    (51
    )Net cash used in investing activities
    
    
    (16,876
    )
    
    
    (12,369
    )Cash flow from financing activities:Repayment of debt
    
    
    (67,054
    )
    
    
    (2,659
    )Proceeds from common stock issuance, net
    
    
    52,010
    
    
    
    Proceeds from exercise of stock options
    
    
    3,632
    
    
    
    953Income tax benefit related to exercise of stock options
    
    
    1,701
    
    
    
    2,009Purchase of common stock for treasury
    
    
    
    
    
    
    (1,169
    )Net cash used in financing activities
    
    
    (9,711
    )
    
    
    (866
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    485
    
    
    
    (173
    )Net increase in cash and cash equivalents
    
    
    (14,008
    )
    
    
    2,134Cash and cash equivalents, beginning of period
    
    
    84,843
    
    
    
    19,055Cash and cash equivalents, end of period
    
    $
    70,835
    
    
    $
    21,189Supplemental disclosure of cash paid for:Interest
    
    $
    3,414
    
    
    $
    2,750Income taxes, net
    
    $
    5,508
    
    
    $
    5,901Supplemental disclosure of non-cash investing activities:See Note 9 for a discussion of acquisitions
 See accompanying notes to Condensed Consolidated Financial Statements.
  4




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
 SS&C Technologies, Inc., together with its subsidiaries, is referred to herein as SS&C, the
Company, we, our, and us. SS&C Technologies Holdings, Inc., our ultimate parent company,
is referred to herein as Holdings.
 1. Basis of Presentation
  Recent Accounting Pronouncements
   2. The Transaction
  5




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3. Equity and Stock-based Compensation
      Three Months Ended March 31,2011
    
    
    2010Statements of operations classificationCost of maintenance
    
    $
    51
    
    
    $
    27Cost of professional services
    
    
    58
    
    
    
    46Cost of software-enabled services
    
    
    338
    
    
    
    267Total cost of revenues
    
    
    447
    
    
    
    340Selling and marketing
    
    
    265
    
    
    
    208Research and development
    
    
    150
    
    
    
    132General and administrative
    
    
    935
    
    
    
    670Total operating expenses
    
    
    1,350
    
    
    
    1,010Total stock-based compensation expense
    
    $
    1,797
    
    
    $
    1,350
  Shares of CommonStock UnderlyingOptionsOutstanding at January 1, 2011
    
    
    12,182,192Granted
    
    
    186,250Cancelled/forfeited
    
    
    (25,361
    )Exercised
    
    
    (625,047
    )Outstanding at March 31, 2011
    
    
    11,718,034
 4. Comprehensive Income
   6




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Three Months Ended March 31,2011
    
    
    2010Net income
    
    $
    9,834
    
    
    $
    9,021Foreign currency translation gains (losses)
    
    
    7,981
    
    
    
    8,442Unrealized gains on interest rate swaps, net of tax
    
    
    
    
    
    
    494Total comprehensive income
    
    $
    17,815
    
    
    $
    17,957
 5. Debt
  March 31,
    
    
    December 31,2011
    
    
    2010Senior credit facility, term loan portion, weighted-average
interest rate of 2.55%
    
    $
    157,878
    
    
    $
    157,49911 3/4% senior subordinated notes due 2013
    
    
    66,625
    
    
    
    133,250Capital leases
    
    
    32
    
    
    
    45224,535
    
    
    
    290,794Short-term borrowings and current portion of long-term debt
    
    
    (1,697
    )
    
    
    (1,702
    )Long-term debt
    
    $
    222,838
    
    
    $
    289,092
   3 4
 6. Derivatives and Hedging Activities
   Three Months Ended March 31,2011
    
    
    2010Interest rate swaps
    
    $
    
    
    
    $
    1,132
  Three Months Ended March 31,2011
    
    
    2010Change in fair value recognized in AOCI, net of tax
    
    $
    
    
    
    $
    494
   7




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7. Fair Value Measurements
    8. Commitments and Contingencies
  9. Acquisitions
    March 10, 2011Accounts receivable
    
    $
    462Tangible assets acquired, net of cash received
    
    
    72Acquired customer relationships and contracts
    
    
    3,700Completed technology
    
    
    1,600Trade name
    
    
    100Goodwill
    
    
    10,982Deferred revenue
    
    
    (190
    )Other liabilities assumed
    
    
    (1,966
    )Consideration paid, net of cash received
    
    $
    14,760
  8




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Three Months Ended March 31,2011
    
    
    2010Revenues
    
    $
    90,015
    
    
    $
    83,449Net income
    
    $
    9,994
    
    
    $
    9,828
 10. Goodwill
  Balance at December 31, 2010
    
    $
    926,668Adjustments to prior acquisition
    
    
    6102011 acquisition
    
    
    10,982Income tax benefit on rollover options exercised
    
    
    (759
    )Effect of foreign currency translation
    
    
    7,467Balance at March 31, 2011
    
    $
    944,968
 11. Product and Geographic Sales Information
   Three Months Ended March 31,2011
    
    
    2010United States
    
    $
    61,518
    
    
    $
    52,116Canada
    
    
    13,239
    
    
    
    11,685Americas excluding United States and Canada
    
    
    1,849
    
    
    
    1,001Europe
    
    
    9,810
    
    
    
    11,397Asia Pacific and Japan
    
    
    2,591
    
    
    
    1,975$
    89,007
    
    
    $
    78,174
  9




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Three Months Ended March 31,2011
    
    
    2010Portfolio management/accounting
    
    $
    68,467
    
    
    $
    62,225Trading/treasury operations
    
    
    10,530
    
    
    
    9,920Financial modeling
    
    
    1,897
    
    
    
    2,346Loan management/accounting
    
    
    2,373
    
    
    
    949Property management
    
    
    3,519
    
    
    
    1,190Money market processing
    
    
    1,565
    
    
    
    906Training
    
    
    656
    
    
    
    638$
    89,007
    
    
    $
    78,174
 11. Supplemental Guarantor Condensed Consolidating Financial Statements
 3 4
  March 31, 2011Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    45,193
    
    
    $
    6,041
    
    
    $
    19,601
    
    
    $
    
    
    
    $
    70,835Accounts receivable, net
    
    
    33,521
    
    
    
    7,546
    
    
    
    14,609
    
    
    
    
    
    
    
    55,676Prepaid expenses and other current
assets
    
    
    3,103
    
    
    
    537
    
    
    
    2,590
    
    
    
    
    
    
    
    6,230Prepaid income taxes
    
    
    777
    
    
    
    
    
    
    
    2,012
    
    
    
    
    
    
    
    2,789Deferred income taxes
    
    
    899
    
    
    
    140
    
    
    
    187
    
    
    
    
    
    
    
    1,226Property and equipment, net
    
    
    8,369
    
    
    
    608
    
    
    
    4,868
    
    
    
    
    
    
    
    13,845Investment in subsidiaries
    
    
    250,194
    
    
    
    
    
    
    
    
    
    
    
    (250,194
    )
    
    
    Intercompany balances
    
    
    98,896
    
    
    
    1,960
    
    
    
    (100,856
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    636Goodwill, intangible and other
assets, net
    
    
    770,904
    
    
    
    62,263
    
    
    
    303,489
    
    
    
    
    
    
    
    1,136,656Total assets
    
    $
    1,211,856
    
    
    $
    79,095
    
    
    $
    247,136
    
    
    $
    (250,194
    )
    
    $
    1,287,893Current portion of long-term debt
    
    $
    1,397
    
    
    $
    
    
    
    $
    300
    
    
    $
    
    
    
    $
    1,697Accounts payable
    
    
    1,863
    
    
    
    83
    
    
    
    1,446
    
    
    
    
    
    
    
    3,392Accrued expenses
    
    
    14,535
    
    
    
    1,438
    
    
    
    5,108
    
    
    
    
    
    
    
    21,081Income taxes payable
    
    
    (2,684
    )
    
    
    941
    
    
    
    1,743
    
    
    
    
    
    
    
    Deferred maintenance and other
revenue
    
    
    35,833
    
    
    
    6,321
    
    
    
    10,918
    
    
    
    
    
    
    
    53,072Long-term debt, net of current
portion
    
    
    194,558
    
    
    
    
    
    
    
    28,280
    
    
    
    
    
    
    
    222,838Other long-term liabilities
    
    
    6,239
    
    
    
    
    
    
    
    7,219
    
    
    
    
    
    
    
    13,458Deferred income taxes, long-term
    
    
    25,978
    
    
    
    3,375
    
    
    
    8,865
    
    
    
    
    
    
    
    38,218Total liabilities
    
    
    277,719
    
    
    
    12,158
    
    
    
    63,879
    
    
    
    
    
    
    
    353,756Stockholders equity
    
    
    934,137
    
    
    
    66,937
    
    
    
    183,257
    
    
    
    (250,194
    )
    
    
    934,137Total liabilities and stockholders
equity
    
    $
    1,211,856
    
    
    $
    79,095
    
    
    $
    247,136
    
    
    $
    (250,194
    )
    
    $
    1,287,893
  10




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December 31, 2010Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    67,256
    
    
    $
    2,272
    
    
    $
    15,315
    
    
    $
    
    
    
    $
    84,843Accounts receivable, net
    
    
    22,607
    
    
    
    9,521
    
    
    
    13,403
    
    
    
    
    
    
    
    45,531Prepaid expenses and other current
assets
    
    
    2,527
    
    
    
    709
    
    
    
    2,696
    
    
    
    
    
    
    
    5,932Prepaid income taxes
    
    
    669
    
    
    
    
    
    
    
    1,573
    
    
    
    
    
    
    
    2,242Deferred income taxes
    
    
    731
    
    
    
    293
    
    
    
    118
    
    
    
    
    
    
    
    1,142Property and equipment, net
    
    
    7,785
    
    
    
    1,148
    
    
    
    4,637
    
    
    
    
    
    
    
    13,570Investment in subsidiaries
    
    
    260,411
    
    
    
    
    
    
    
    
    
    
    
    (260,411
    )
    
    
    Intercompany balances
    
    
    98,707
    
    
    
    414
    
    
    
    (99,121
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    
    
    
    
    686
    
    
    
    
    
    
    
    686Goodwill, intangible and other
assets, net
    
    
    739,417
    
    
    
    88,463
    
    
    
    293,900
    
    
    
    
    
    
    
    1,121,780Total assets
    
    $
    1,200,110
    
    
    $
    102,820
    
    
    $
    233,207
    
    
    $
    (260,411
    )
    
    $
    1,275,726Current portion of long-term debt
    
    $
    1,410
    
    
    $
    
    
    
    $
    292
    
    
    $
    
    
    
    $
    1,702Accounts payable
    
    
    2,099
    
    
    
    90
    
    
    
    1,601
    
    
    
    
    
    
    
    3,790Accrued expenses
    
    
    18,286
    
    
    
    3,568
    
    
    
    7,357
    
    
    
    
    
    
    
    29,211Income taxes payable
    
    
    (1,548
    )
    
    
    101
    
    
    
    1,447
    
    
    
    
    
    
    
    Deferred maintenance and other
revenue
    
    
    29,653
    
    
    
    3,498
    
    
    
    8,520
    
    
    
    
    
    
    
    41,671Long-term debt, net of current
portion
    
    
    261,524
    
    
    
    
    
    
    
    27,568
    
    
    
    
    
    
    
    289,092Other long-term liabilities
    
    
    6,223
    
    
    
    
    
    
    
    6,120
    
    
    
    
    
    
    
    12,343Deferred income taxes, long-term
    
    
    25,280
    
    
    
    6,181
    
    
    
    9,273
    
    
    
    
    
    
    
    40,734Total liabilities
    
    
    342,927
    
    
    
    13,438
    
    
    
    62,178
    
    
    
    
    
    
    
    418,543Stockholders equity
    
    
    857,183
    
    
    
    89,382
    
    
    
    171,029
    
    
    
    (260,411
    )
    
    
    857,183Total liabilities and stockholders
equity
    
    $
    1,200,110
    
    
    $
    102,820
    
    
    $
    233,207
    
    
    $
    (260,411
    )
    
    $
    1,275,726
 For the three months ended March 31, 2011Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    39,054
    
    
    $
    26,937
    
    
    $
    23,569
    
    
    $
    (553
    )
    
    $
    89,007Cost of revenue
    
    
    21,354
    
    
    
    14,937
    
    
    
    8,724
    
    
    
    (520
    )
    
    
    44,495Gross profit
    
    
    17,700
    
    
    
    12,000
    
    
    
    14,845
    
    
    
    (33
    )
    
    
    44,512Operating expenses:Selling & marketing
    
    
    3,923
    
    
    
    1,217
    
    
    
    1,783
    
    
    
    (33
    )
    
    
    6,890Research & development
    
    
    3,659
    
    
    
    2,038
    
    
    
    2,275
    
    
    
    
    
    
    
    7,972General & administrative
    
    
    4,816
    
    
    
    559
    
    
    
    1,168
    
    
    
    
    
    
    
    6,543Total operating expenses
    
    
    12,398
    
    
    
    3,814
    
    
    
    5,226
    
    
    
    (33
    )
    
    
    21,405Operating income
    
    
    5,302
    
    
    
    8,186
    
    
    
    9,619
    
    
    
    
    
    
    
    23,107Interest expense, net
    
    
    (2,467
    )
    
    
    19
    
    
    
    (2,679
    )
    
    
    
    
    
    
    (5,127
    )Loss on extinguishment of debt
    
    
    (2,881
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,881
    )Other income (expense), net
    
    
    (96
    )
    
    
    159
    
    
    
    (350
    )
    
    
    
    
    
    
    (287
    )(Loss) income before income taxes
    
    
    (142
    )
    
    
    8,364
    
    
    
    6,590
    
    
    
    
    
    
    
    14,812(Benefit) provision for income taxes
    
    
    1,798
    
    
    
    1,130
    
    
    
    2,050
    
    
    
    
    
    
    
    4,978Equity in net income of subsidiaries
    
    
    11,774
    
    
    
    
    
    
    
    
    
    
    
    (11,774
    )
    
    
    Net income
    
    $
    9,834
    
    
    $
    7,234
    
    
    $
    4,540
    
    
    $
    (11,774
    )
    
    $
    9,834
  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, 2011Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating
Activities:Net income
    
    $
    9,834
    
    
    $
    7,234
    
    
    $
    4,540
    
    
    $
    (11,774
    )
    
    $
    9,834Non-cash adjustments
    
    
    (3,714
    )
    
    
    1,164
    
    
    
    1,998
    
    
    
    11,774
    
    
    
    11,222Changes in operating
assets and liabilities
    
    
    (10,705
    )
    
    
    2,251
    
    
    
    (508
    )
    
    
    
    
    
    
    (8,962
    )Net cash provided by
operating activities
    
    
    (4,585
    )
    
    
    10,649
    
    
    
    6,030
    
    
    
    
    
    
    
    12,094Cash Flow from Investment
Activities:Intercompany transactions
    
    
    7,777
    
    
    
    (6,202
    )
    
    
    (1,575
    )
    
    
    
    
    
    
    Cash paid for business
acquisitions, net
    
    
    (14,760
    )
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (14,771
    )Proceeds from sale of
property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additions to capitalized
software and other
intangibles
    
    
    (539
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (539
    )Additions to property
and equipment
    
    
    (843
    )
    
    
    (145
    )
    
    
    (578
    )
    
    
    
    
    
    
    (1,566
    )Net cash provided by
(used in) investing
activities
    
    
    (8,365
    )
    
    
    (6,358
    )
    
    
    (2,153
    )
    
    
    
    
    
    
    (16,876
    )Cash Flow from Financing
Activities:Net repayments of debt
    
    
    (66,979
    )
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    (67,054
    )Exercise of stock options
    
    
    3,632
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,632Proceeds from common
stock issuance, net
    
    
    52,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,010Income tax benefit
related to exercise of
stock options
    
    
    1,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,701Net cash used in
financing activities
    
    
    (9,636
    )
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    (9,711
    )Effect of exchange rate
changes on cash
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    485Net increase (decrease) in
cash and cash equivalents
    
    
    (22,586
    )
    
    
    4,291
    
    
    
    4,287
    
    
    
    
    
    
    
    (14,008
    )Cash and cash equivalents,
beginning of period
    
    
    67,779
    
    
    
    1,750
    
    
    
    15,314
    
    
    
    
    
    
    
    84,843Cash and cash equivalents,
end of period
    
    $
    45,193
    
    
    $
    6,041
    
    
    $
    19,601
    
    
    $
    
    
    
    $
    70,835
  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
  13




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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, 2011 and 2010
  Three Months Ended March 31,
    
    
    Percentage2011
    
    
    2010
    
    
    ChangeRevenues:Software licenses
    
    $
    6,573
    
    
    $
    5,589
    
    
    
    18
    %Maintenance
    
    
    19,447
    
    
    
    18,019
    
    
    
    8
    %Professional services
    
    
    5,267
    
    
    
    5,389
    
    
    
    -2
    %Software-enabled services
    
    
    57,720
    
    
    
    49,177
    
    
    
    17
    %Total revenues
    
    $
    89,007
    
    
    $
    78,174
    
    
    
    14
    %
  Three months ended March 31,2011
    
    
    2010Revenues:Software licenses
    
    
    7
    %
    
    
    7
    %Maintenance
    
    
    22
    %
    
    
    23
    %Professional services
    
    
    6
    %
    
    
    7
    %Software-enabled services
    
    
    65
    %
    
    
    63
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 Revenues
   14




---



##### Table of Contents



Software Licenses
 Maintenance
 Professional Services
 Software-Enabled Services
 Cost of Revenues
  Cost of Software Licenses
  15




---



##### Table of Contents



Cost of Maintenance
 Cost of Professional Services
 Cost of Software-Enabled Services
 Operating Expenses
  Selling and Marketing
 Research and Development
 General and Administrative
  16




---



##### Table of Contents



Interest Expense, Net. 3 4 Liquidity and Capital Resources
 Other Expense, Net 3 4 Liquidity and Capital Resources
 Loss on Extinguishment of Debt Liquidity and Capital Resources
 Provision for Income Taxes.
 Liquidity and Capital Resources
     3 4
  17




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##### Table of Contents



Off-Balance Sheet Arrangements
  Senior Credit Facilities
    11 3/4% Senior Subordinated Notes due 2013
 3 4 pari passu
 3 4
   18




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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 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.
 
  19




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##### Table of Contents



TwelveMonths EndedThree Months Ended March 31,
    
    
    March 31,2011
    
    
    2010
    
    
    2011Net income
    
    $
    9,834
    
    
    $
    9,021
    
    
    $
    33,226Interest expense (1)
    
    
    8,008
    
    
    
    9,017
    
    
    
    34,883Income taxes
    
    
    4,978
    
    
    
    1,268
    
    
    
    15,744Depreciation and amortization
    
    
    10,378
    
    
    
    10,113
    
    
    
    40,993EBITDA
    
    
    33,198
    
    
    
    29,419
    
    
    
    124,846Purchase accounting adjustments (2)
    
    
    (102
    )
    
    
    23
    
    
    
    (363
    )Unusual or non-recurring charges (3)
    
    
    536
    
    
    
    351
    
    
    
    (140
    )Acquired EBITDA and cost savings (4)
    
    
    443
    
    
    
    192
    
    
    
    6,506Stock-based compensation
    
    
    1,797
    
    
    
    1,350
    
    
    
    13,701Capital-based taxes
    
    
    152
    
    
    
    226
    
    
    
    1,017Other (5)
    
    
    (30
    )
    
    
    206
    
    
    
    (197
    )Consolidated EBITDA
    
    $
    35,994
    
    
    $
    31,767
    
    
    $
    145,370
 (1)
    
    Interest expense includes loss from extinguishment of debt shown as a separate line item on
our Statement of Operations for the three months ended March 31, 2011 and 2010.(2)
    
    Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount
that would have been recognized if deferred revenue were not adjusted to fair value at the
date of acquisitions and (b) 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.(3)
    
    Unusual or non-recurring charges include foreign currency gains and losses, severance
expenses, proceeds from legal and other settlements and other one-time expenses, such as
expenses associated with the bond redemption, acquisitions and facility refund.(4)
    
    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.(5)
    
    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(1)
    
    
    5.50x
    
    
    
    1.34xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    2.25x
    
    
    
    5.93x
 (1)
    
    Calculated as the ratio of funded debt, less cash on hand up to a maximum of $30.0 million,
to Consolidated EBITDA, as defined by the senior credit facility, for the period of four
consecutive fiscal quarters ended on the measurement date. Funded debt is comprised of
indebtedness for borrowed money, notes, bonds or similar instruments, and capital lease
obligations. This covenant is applied at the end of each quarter. Recent Accounting Pronouncements
   20




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
       21




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##### Table of Contents



Item 4. Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
   22




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##### Table of Contents



SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: May 13, 2011
    By:
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial and
Accounting Officer)  23




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description31.1
    
    
    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
  24