##### 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, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-28430
 SS&C TECHNOLOGIES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    06-1169696(State or other jurisdiction of
    
    (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
  o o þ
 o þ




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##### 



SS&C TECHNOLOGIES, INC.
 INDEX
  
 PageNumberPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets at
March 31, 2007 and December 31, 2006
    
    
    2Consolidated Statements of Operations for the three months
ended March 31, 2007 and 2006
    
    
    3Consolidated Statements of Cash Flows for the three months
ended March 31, 2007 and 2006
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    18PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    19Item 6.
    
    Exhibits
    
    
    19SIGNATURES
    
    
    20EXHIBIT INDEX
    
    
    21EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32 Section 906 Certification of CEO & CFO
   1




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
  
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    11,733
    
    
    $
    11,718Accounts receivable, net of allowance for doubtful accounts of $1,695 and $1,670, respectively
    
    
    36,660
    
    
    
    31,695Income taxes receivable
    
    
    3,244
    
    
    
    Prepaid expenses and other current assets
    
    
    8,078
    
    
    
    7,823Total current assets
    
    
    59,715
    
    
    
    51,236Property and equipmentLeasehold improvements
    
    
    3,218
    
    
    
    2,850Equipment, furniture, and fixtures
    
    
    14,110
    
    
    
    12,16817,328
    
    
    
    15,018Less accumulated depreciation
    
    
    (6,218
    )
    
    
    (4,999
    )Net property and equipment
    
    
    11,110
    
    
    
    10,019Goodwill
    
    
    826,086
    
    
    
    820,470Intangible and other assets, net of accumulated amortization of $31,636 and $24,260, respectively
    
    
    264,500
    
    
    
    270,796Total assets
    
    $
    1,161,411
    
    
    $
    1,152,521LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,636
    
    
    $
    5,694Accounts payable
    
    
    3,698
    
    
    
    2,305Income taxes payable
    
    
    
    
    
    
    191Accrued employee compensation and benefits
    
    
    3,157
    
    
    
    8,961Other accrued expenses
    
    
    6,764
    
    
    
    7,157Interest payable
    
    
    8,149
    
    
    
    2,177Deferred income taxes
    
    
    477
    
    
    
    384Deferred maintenance and other revenue
    
    
    36,316
    
    
    
    25,679Total current liabilities
    
    
    61,197
    
    
    
    52,548Long-term debt, net of current portion
    
    
    460,661
    
    
    
    466,235Other long-term liabilities
    
    
    5,093
    
    
    
    1,088Deferred income taxes
    
    
    69,018
    
    
    
    69,518Total liabilities
    
    
    595,969
    
    
    
    589,389Commitments and contingencies (Note 8)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    560,340
    
    
    
    559,527Accumulated other comprehensive income
    
    
    3,369
    
    
    
    1,699Retained earnings
    
    
    1,733
    
    
    
    1,906Total stockholders equity
    
    
    565,442
    
    
    
    563,132Total liabilities and stockholders equity
    
    $
    1,161,411
    
    
    $
    1,152,521
  2




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##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2007
    
    
    2006Revenues:Software licenses
    
    $
    6,117
    
    
    $
    5,198Maintenance
    
    
    14,987
    
    
    
    13,042Professional services
    
    
    4,135
    
    
    
    5,178Outsourcing
    
    
    30,675
    
    
    
    24,947Total revenues
    
    
    55,914
    
    
    
    48,365Cost of revenues:Software licenses
    
    
    2,418
    
    
    
    2,261Maintenance
    
    
    6,462
    
    
    
    4,799Professional services
    
    
    3,463
    
    
    
    2,982Outsourcing
    
    
    17,099
    
    
    
    13,254Total cost of revenues
    
    
    29,442
    
    
    
    23,296Gross profit
    
    
    26,472
    
    
    
    25,069Operating expenses:Selling and marketing
    
    
    4,108
    
    
    
    3,708Research and development
    
    
    6,267
    
    
    
    5,876General and administrative
    
    
    5,050
    
    
    
    4,058Total operating expenses
    
    
    15,425
    
    
    
    13,642Operating income
    
    
    11,047
    
    
    
    11,427Interest expense
    
    
    (11,420
    )
    
    
    (11,509
    )Other (expense) income, net
    
    
    126
    
    
    
    (61
    )Loss before income taxes
    
    
    (247
    )
    
    
    (143
    )(Benefit) provision for income taxes
    
    
    (74
    )
    
    
    83Net loss
    
    $
    (173
    )
    
    $
    (226
    )
  3




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##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2007
    
    
    2006Cash flow from operating activities:Net loss
    
    $
    (173
    )
    
    $
    (226
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    8,483
    
    
    
    6,569Amortization of loan origination costs
    
    
    566
    
    
    
    653Foreign exchange gains on debt
    
    
    (162
    )
    
    
    Deferred income taxes
    
    
    (326
    )
    
    
    (2,024
    )Stock-based compensation expense
    
    
    813
    
    
    
    Provision for doubtful accounts
    
    
    245
    
    
    
    306Changes in operating assets and liabilities, excluding effects from acquisitions:Accounts receivable
    
    
    (4,667
    )
    
    
    (5,170
    )Prepaid expenses and other assets
    
    
    (316
    )
    
    
    33Income taxes receivable
    
    
    (3,244
    )
    
    
    6,049Accounts payable
    
    
    1,392
    
    
    
    1,125Accrued expenses and other liabilities
    
    
    3,563
    
    
    
    (3,054
    )Income taxes payable
    
    
    (205
    )
    
    
    (136
    )Deferred maintenance and other revenues
    
    
    10,274
    
    
    
    11,311Net cash provided by operating activities
    
    
    16,243
    
    
    
    15,436Cash flow from investing activities:Additions to property and equipment
    
    
    (2,235
    )
    
    
    (1,096
    )Cash paid for business acquisitions, net of cash acquired
    
    
    (5,047
    )
    
    
    (11,482
    )Net cash used in investing activities
    
    
    (7,282
    )
    
    
    (12,578
    )Cash flow from financing activities:Cash received from borrowings
    
    
    3,000
    
    
    
    6,000Repayment of debt
    
    
    (12,051
    )
    
    
    (11,291
    )Transactions involving Sunshine Acquisition Corporation common stock
    
    
    
    
    
    
    28Net cash used in financing activities
    
    
    (9,051
    )
    
    
    (5,263
    )Effect of exchange rate changes on cash
    
    
    105
    
    
    
    9Net increase (decrease) in cash and cash equivalents
    
    
    15
    
    
    
    (2,396
    )Cash and cash equivalents, beginning of period
    
    
    11,718
    
    
    
    15,584Cash and cash equivalents, end of period
    
    $
    11,733
    
    
    $
    13,188
  4




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##### Table of Contents



SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
 
         th
  5




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##### Table of Contents



Statements of operations classificationCost of Maintenance
    
    $
    21Cost of Professional services
    
    
    26Cost of Outsourcing
    
    
    179Total cost of revenues
    
    
    226Selling and marketing
    
    
    131Research and development
    
    
    85General and administrative
    
    
    371Total operating expenses
    
    
    587Total stock-based compensation expense
    
    $
    813
  SharesOutstanding at January 1, 2007
    
    
    1,613,446Granted
    
    
    23,000Cancelled/forfeited
    
    
    (17,007
    )Exercised
    
    
    Outstanding at March 31, 2007
    
    
    1,619,439
    Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Net loss
    
    $
    (173
    )
    
    $
    (226
    )Foreign currency translation gains (losses)
    
    
    1,976
    
    
    
    (1,058
    )Unrealized (losses) gains on interest rate swaps
    
    
    (306
    )
    
    
    1,536Total comprehensive income
    
    $
    1,497
    
    
    $
    252
 6




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##### Table of Contents



March 31,
    
    
    December 31,2007
    
    
    2006Senior credit facility, revolving portion, weighted-average interest rate of 8.10%
    
    $
    
    
    
    $
    3,000Senior credit facility, term loan portion, weighted-average interest rate of
7.34% and 7.73%, respectively
    
    
    258,297
    
    
    
    263,92911 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000463,297
    
    
    
    471,929Short-term borrowings and current portion of long-term debt
    
    
    (2,636
    )
    
    
    (5,694
    )Long-term debt
    
    $
    460,661
    
    
    $
    466,235
       Tangible assets acquired, net of cash received
    
    $
    605Acquired client relationships and contracts
    
    
    1,500Goodwill
    
    
    3,263Deferred revenue
    
    
    (259
    )Other liabilities assumed
    
    
    (35
    )Consideration paid, net of cash received
    
    $
    5,074
    7




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##### Table of Contents



Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006United States
    
    $
    34,347
    
    
    $
    28,223Canada
    
    
    8,804
    
    
    
    8,191Americas excluding United States and Canada
    
    
    845
    
    
    
    1,065Europe
    
    
    10,741
    
    
    
    9,847Asia Pacific and Japan
    
    
    1,177
    
    
    
    1,039$
    55,914
    
    
    $
    48,365
  3 4
  8




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##### Table of Contents



At March 31, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    3,679
    
    
    $
    849
    
    
    $
    7,205
    
    
    $
    
    
    
    $
    11,733Accounts receivable, net
    
    
    18,690
    
    
    
    6,693
    
    
    
    11,277
    
    
    
    
    
    
    
    36,660Income taxes receivable
    
    
    6,702
    
    
    
    
    
    
    
    
    
    
    
    (3,458
    )
    
    
    3,244Prepaid expenses and other current assets
    
    
    4,209
    
    
    
    721
    
    
    
    3,148
    
    
    
    
    
    
    
    8,078Deferred income taxes
    
    
    261
    
    
    
    88
    
    
    
    
    
    
    
    (349
    )
    
    
    Property and equipment, net
    
    
    6,194
    
    
    
    934
    
    
    
    3,982
    
    
    
    
    
    
    
    11,110Investment in subsidiaries
    
    
    92,246
    
    
    
    
    
    
    
    
    
    
    
    (92,246
    )
    
    
    Intercompany balances
    
    
    142,412
    
    
    
    (13,484
    )
    
    
    (128,928
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    1,605
    
    
    
    
    
    
    
    (1,605
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    789,312
    
    
    
    21,486
    
    
    
    279,788
    
    
    
    
    
    
    
    1,090,586Total assets
    
    $
    1,063,705
    
    
    $
    18,892
    
    
    $
    176,472
    
    
    $
    (97,658
    )
    
    $
    1,161,411Current portion of long-term debt
    
    $
    2,000
    
    
    $
    
    
    
    $
    636
    
    
    $
    
    
    
    $
    2,636Accounts payable
    
    
    2,456
    
    
    
    135
    
    
    
    1,107
    
    
    
    
    
    
    
    3,698Accrued expenses and other liabilities
    
    
    12,181
    
    
    
    1,219
    
    
    
    4,670
    
    
    
    
    
    
    
    18,070Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    826
    
    
    
    (349
    )
    
    
    477Income taxes payable
    
    
    
    
    
    
    1,425
    
    
    
    2,033
    
    
    
    (3,458
    )
    
    
    Deferred maintenance and other revenue
    
    
    23,072
    
    
    
    4,802
    
    
    
    8,442
    
    
    
    
    
    
    
    36,316Long-term debt, net of current portion
    
    
    400,500
    
    
    
    
    
    
    
    60,161
    
    
    
    
    
    
    
    460,661Other long-term liabilities
    
    
    560
    
    
    
    
    
    
    
    4,533
    
    
    
    
    
    
    
    5,093Deferred income taxes, long-term
    
    
    57,494
    
    
    
    
    
    
    
    13,129
    
    
    
    (1,605
    )
    
    
    69,018Total liabilities
    
    
    498,263
    
    
    
    7,581
    
    
    
    95,537
    
    
    
    (5,412
    )
    
    
    595,969Stockholders equity
    
    
    565,442
    
    
    
    11,311
    
    
    
    80,935
    
    
    
    (92,246
    )
    
    
    565,442Total liabilities and stockholders equity
    
    $
    1,063,705
    
    
    $
    18,892
    
    
    $
    176,472
    
    
    $
    (97,658
    )
    
    $
    1,161,411
 At December 31, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    3,055
    
    
    $
    2,317
    
    
    $
    6,346
    
    
    $
    
    
    
    $
    11,718Accounts receivable, net
    
    
    15,640
    
    
    
    4,808
    
    
    
    11,247
    
    
    
    
    
    
    
    31,695Income taxes receivable
    
    
    5,260
    
    
    
    
    
    
    
    
    
    
    
    (5,260
    )
    
    
    Prepaid expenses and other current assets
    
    
    3,929
    
    
    
    730
    
    
    
    3,164
    
    
    
    
    
    
    
    7,823Deferred income taxes
    
    
    268
    
    
    
    87
    
    
    
    
    
    
    
    (355
    )
    
    
    Property and equipment, net
    
    
    4,897
    
    
    
    987
    
    
    
    4,135
    
    
    
    
    
    
    
    10,019Investment in subsidiaries
    
    
    83,863
    
    
    
    
    
    
    
    
    
    
    
    (83,863
    )
    
    
    Intercompany balances
    
    
    142,577
    
    
    
    (9,433
    )
    
    
    (133,144
    )
    
    
    
    
    
    
    Deferred taxes, long-term
    
    
    
    
    
    
    1,583
    
    
    
    
    
    
    
    (1,583
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    795,697
    
    
    
    16,918
    
    
    
    278,651
    
    
    
    
    
    
    
    1,091,266Total assets
    
    $
    1,055,186
    
    
    $
    17,997
    
    
    $
    170,399
    
    
    $
    (91,061
    )
    
    $
    1,152,521Current portion of long-term debt
    
    $
    5,000
    
    
    $
    
    
    
    $
    694
    
    
    $
    
    
    
    $
    5,694Accounts payable
    
    
    1,019
    
    
    
    418
    
    
    
    868
    
    
    
    
    
    
    
    2,305Accrued expenses and other liabilities
    
    
    11,232
    
    
    
    1,715
    
    
    
    5,348
    
    
    
    
    
    
    
    18,295Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    739
    
    
    
    (355
    )
    
    
    384Income taxes payable
    
    
    
    
    
    
    1,522
    
    
    
    3,929
    
    
    
    (5,260
    )
    
    
    191Deferred maintenance and other revenue
    
    
    15,821
    
    
    
    3,678
    
    
    
    6,180
    
    
    
    
    
    
    
    25,679Long-term debt, net of current portion
    
    
    401,000
    
    
    
    
    
    
    
    65,235
    
    
    
    
    
    
    
    466,235Other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    1,088
    
    
    
    
    
    
    
    1,088Deferred income taxes, long-term
    
    
    57,982
    
    
    
    
    
    
    
    13,119
    
    
    
    (1,583
    )
    
    
    69,518Total liabilities
    
    
    492,054
    
    
    
    7,333
    
    
    
    97,200
    
    
    
    (7,198
    )
    
    
    589,389Stockholders equity
    
    
    563,132
    
    
    
    10,664
    
    
    
    73,199
    
    
    
    (83,863
    )
    
    
    563,132Total liabilities and stockholders equity
    
    $
    1,055,186
    
    
    $
    17,997
    
    
    $
    170,399
    
    
    $
    (91,061
    )
    
    $
    1,152,521
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##### Table of Contents



For the three months ended March 31, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    23,010
    
    
    $
    15,700
    
    
    $
    17,314
    
    
    $
    (110
    )
    
    $
    55,914Cost of revenue
    
    
    13,103
    
    
    
    9,838
    
    
    
    6,611
    
    
    
    (110
    )
    
    
    29,442Gross profit
    
    
    9,907
    
    
    
    5,862
    
    
    
    10,703
    
    
    
    
    
    
    
    26,472Operating expenses:Selling & marketing
    
    
    2,550
    
    
    
    440
    
    
    
    1,118
    
    
    
    
    
    
    
    4,108Research & development
    
    
    3,512
    
    
    
    943
    
    
    
    1,812
    
    
    
    
    
    
    
    6,267General & administrative
    
    
    3,417
    
    
    
    248
    
    
    
    1,385
    
    
    
    
    
    
    
    5,050Total operating expenses
    
    
    9,479
    
    
    
    1,631
    
    
    
    4,315
    
    
    
    
    
    
    
    15,425Operating income
    
    
    428
    
    
    
    4,231
    
    
    
    6,388
    
    
    
    
    
    
    
    11,047Interest (expense) income, net
    
    
    (7,408
    )
    
    
    10
    
    
    
    (4,022
    )
    
    
    
    
    
    
    (11,420
    )Other income (expense), net
    
    
    35
    
    
    
    (3
    )
    
    
    94
    
    
    
    
    
    
    
    126(Loss) income before income taxes
    
    
    (6,945
    )
    
    
    4,238
    
    
    
    2,460
    
    
    
    
    
    
    
    (247
    )(Benefit) provision for income taxes
    
    
    (2,042
    )
    
    
    1,246
    
    
    
    722
    
    
    
    
    
    
    
    (74
    )Equity in net income of subsidiaries
    
    
    4,730
    
    
    
    
    
    
    
    
    
    
    
    (4,730
    )
    
    
    Net (loss) income
    
    $
    (173
    )
    
    $
    2,992
    
    
    $
    1,738
    
    
    $
    (4,730
    )
    
    $
    (173
    )
 For the three months ended March 31, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    18,860
    
    
    $
    13,201
    
    
    $
    16,568
    
    
    $
    (264
    )
    
    $
    48,365Cost of revenue
    
    
    9,649
    
    
    
    5,646
    
    
    
    8,265
    
    
    
    (264
    )
    
    
    23,296Gross profit
    
    
    9,211
    
    
    
    7,555
    
    
    
    8,303
    
    
    
    
    
    
    
    25,069Operating expenses:Selling & marketing
    
    
    2,052
    
    
    
    548
    
    
    
    1,108
    
    
    
    
    
    
    
    3,708Research & development
    
    
    3,321
    
    
    
    686
    
    
    
    1,869
    
    
    
    
    
    
    
    5,876General & administrative
    
    
    2,471
    
    
    
    1,284
    
    
    
    303
    
    
    
    
    
    
    
    4,058Total operating expenses
    
    
    7,844
    
    
    
    2,518
    
    
    
    3,280
    
    
    
    
    
    
    
    13,642Operating income
    
    
    1,367
    
    
    
    5,037
    
    
    
    5,023
    
    
    
    
    
    
    
    11,427Interest expense, net
    
    
    (7,540
    )
    
    
    
    
    
    
    (3,969
    )
    
    
    
    
    
    
    (11,509
    )Other income (expense), net
    
    
    7
    
    
    
    1
    
    
    
    (69
    )
    
    
    
    
    
    
    (61
    )(Loss) income before income taxes
    
    
    (6,166
    )
    
    
    5,038
    
    
    
    985
    
    
    
    
    
    
    
    (143
    )(Benefit) provision for income taxes
    
    
    (2,800
    )
    
    
    2,288
    
    
    
    595
    
    
    
    
    
    
    
    83Equity in net income of subsidiaries
    
    
    3,140
    
    
    
    
    
    
    
    
    
    
    
    (3,140
    )
    
    
    Net (loss) income
    
    $
    (226
    )
    
    $
    2,750
    
    
    $
    390
    
    
    $
    (3,140
    )
    
    $
    (226
    )
 10




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##### Table of Contents



For the three months ended March 31, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net (loss) income
    
    $
    (173
    )
    
    $
    2,992
    
    
    $
    1,738
    
    
    $
    (4,730
    )
    
    $
    (173
    )Non-cash adjustments
    
    
    2,451
    
    
    
    344
    
    
    
    2,094
    
    
    
    4,730
    
    
    
    9,619Changes in operating assets and liabilities
    
    
    5,176
    
    
    
    (1,388
    )
    
    
    3,009
    
    
    
    
    
    
    
    6,797Net cash provided by operating activities
    
    
    7,454
    
    
    
    1,948
    
    
    
    6,841
    
    
    
    
    
    
    
    16,243Cash Flow from Investment Activities:Intercompany transactions
    
    
    (1,513
    )
    
    
    1,705
    
    
    
    (192
    )
    
    
    
    
    
    
    Cash paid for businesses acquired, net of cash acquired
    
    
    
    
    
    
    (5,000
    )
    
    
    (47
    )
    
    
    
    
    
    
    (5,047
    )Additions to property and equipment
    
    
    (1,817
    )
    
    
    (121
    )
    
    
    (297
    )
    
    
    
    
    
    
    (2,235
    )Net cash used in investing activities
    
    
    (3,330
    )
    
    
    (3,416
    )
    
    
    (536
    )
    
    
    
    
    
    
    (7,282
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (3,500
    )
    
    
    
    
    
    
    (5,551
    )
    
    
    
    
    
    
    (9,051
    )Net cash used in financing activities
    
    
    (3,500
    )
    
    
    
    
    
    
    (5,551
    )
    
    
    
    
    
    
    (9,051
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    105Net increase (decrease) in cash and cash equivalents
    
    
    624
    
    
    
    (1,468
    )
    
    
    859
    
    
    
    
    
    
    
    15Cash and cash equivalents, beginning of period
    
    
    3,055
    
    
    
    2,317
    
    
    
    6,346
    
    
    
    
    
    
    
    11,718Cash and cash equivalents, end of period
    
    $
    3,679
    
    
    $
    849
    
    
    $
    7,205
    
    
    $
    
    
    
    $
    11,733
 For the three months ended March 31, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net (loss) income
    
    $
    (226
    )
    
    $
    2,750
    
    
    $
    390
    
    
    $
    (3,140
    )
    
    $
    (226
    )Non-cash adjustments
    
    
    260
    
    
    
    616
    
    
    
    1,488
    
    
    
    3,140
    
    
    
    5,504Changes in operating assets and liabilities
    
    
    11,901
    
    
    
    125
    
    
    
    (1,868
    )
    
    
    
    
    
    
    10,158Net cash provided by operating activities
    
    
    11,935
    
    
    
    3,491
    
    
    
    10
    
    
    
    
    
    
    
    15,436Cash Flow from Investment Activities:Intercompany transactions
    
    
    1,856
    
    
    
    (3,885
    )
    
    
    2,029
    
    
    
    
    
    
    
    Cash paid for businesses acquired, net of cash acquired
    
    
    (11,496
    )
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    (11,482
    )Additions to property and equipment
    
    
    (920
    )
    
    
    (19
    )
    
    
    (157
    )
    
    
    
    
    
    
    (1,096
    )Net cash used in investing activities
    
    
    (10,560
    )
    
    
    (3,904
    )
    
    
    1,886
    
    
    
    
    
    
    
    (12,578
    )Cash Flow from Financing Activities:Net repayments of debt
    
    
    (3,805
    )
    
    
    
    
    
    
    (1,486
    )
    
    
    
    
    
    
    (5,291
    )Transactions involving Sunshine Acquisition Corporation common stock
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Net cash used in financing activities
    
    
    (3,777
    )
    
    
    
    
    
    
    (1,486
    )
    
    
    
    
    
    
    (5,263
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    9Net increase (decrease) in cash and cash equivalents
    
    
    (2,402
    )
    
    
    (413
    )
    
    
    419
    
    
    
    
    
    
    
    (2,396
    )Cash and cash equivalents, beginning of period
    
    
    6,319
    
    
    
    1,971
    
    
    
    7,294
    
    
    
    
    
    
    
    15,584Cash and cash equivalents, end of period
    
    $
    3,917
    
    
    $
    1,558
    
    
    $
    7,713
    
    
    $
    
    
    
    $
    13,188
   11




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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
 Results of Operations for the Three Months Ended March 31, 2007 and 2006
  Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,
    
    
    Percentage2007
    
    
    2006
    
    
    ChangeRevenues:Software licenses
    
    $
    6,117
    
    
    $
    5,198
    
    
    
    18
    %Maintenance
    
    
    14,987
    
    
    
    13,042
    
    
    
    15
    %Professional services
    
    
    4,135
    
    
    
    5,178
    
    
    
    -20
    %Outsourcing
    
    
    30,675
    
    
    
    24,947
    
    
    
    23
    %Total revenues
    
    $
    55,914
    
    
    $
    48,365
    
    
    
    16
    %
  Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,2007
    
    
    2006Revenues:Software licenses
    
    
    11
    %
    
    
    11
    %Maintenance
    
    
    27
    %
    
    
    27
    %Professional services
    
    
    7
    %
    
    
    11
    %Outsourcing
    
    
    55
    %
    
    
    51
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 12




---



##### Table of Contents



Revenues
  Software Licenses
 Maintenance
 Professional Services
 Outsourcing
 Cost of Revenues
  13




---



##### Table of Contents



Cost of Software Licenses
 Cost of Maintenance
 Cost of Professional Services
 Cost of Outsourcing
 Operating Expenses
  Selling and Marketing
 Research and Development
 14




---



##### Table of Contents



General and Administrative
 Interest Expense. 3 4
 Other Income (Expense), Net
 Benefit for Income Taxes
 Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
  Senior Credit Facilities
  15




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##### Table of Contents



11 3/4 % Senior Subordinated Notes due 2013
 3 4
   Covenant Compliance
    16




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##### Table of Contents



Three months
    
    
    Three monthsended
    
    
    endedMarch 31,
    
    
    March 31,(in thousands)
    
    2007
    
    
    2006Net loss
    
    $
    (173
    )
    
    $
    (226
    )Interest expense
    
    
    11,420
    
    
    
    11,509Income taxes
    
    
    (74
    )
    
    
    83Depreciation and amortization
    
    
    8,483
    
    
    
    6,569EBITDA
    
    $
    19,656
    
    
    $
    17,935Purchase
accounting adjustments (1)
    
    
    (67
    )
    
    
    1,141Unusual or
non-recurring charges (2)
    
    
    (55
    )
    
    
    65Acquired
EBITDA and cost savings (3)
    
    
    135
    
    
    
    862Stock-based compensation
    
    
    813
    
    
    
    Capital-based taxes
    
    
    413
    
    
    
    Other (4)
    
    
    490
    
    
    
    250Consolidated EBITDA
    
    $
    21,385
    
    
    $
    20,253
 
 (1)
    
    Purchase accounting adjustments include the adjustment of deferred revenue and
lease obligations to fair value at the date of the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses,
legal settlements and other one-time expenses.(3)
    
    Acquired EBITDA and cost savings reflects the impact of EBITDA and cost savings
from synergies for significant businesses that were acquired during the period as if
the acquisition occurred at the beginning of that period.(4)
    
    Other includes management fees 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
    
    
    6.75x
    
    
    
    5.26xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    1.50x
    
    
    
    1.94x
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  17




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##### Table of Contents



Item 4. Controls and Procedures
   18




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
     
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  19




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##### Table of Contents



SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: May 14, 2007
    
    By: /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
 20




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description10
    
    First Amendment, dated as of March 6, 2007, to the Credit
Agreement, dated as of November 23, 2005, among Sunshine
Acquisition II, Inc., SS&C Technologies, Inc., SS&C
Technologies Canada Corp., the several lenders from time to
time parties thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, JPMorgan Chase Bank, N.A., Toronto
Branch, as Canadian Administrative Agent, Wachovia Bank,
National Association, as Syndication Agent, and Bank of
America, N.A., as Documentation Agent, is incorporated
herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K, filed on March 9, 2007 (File
No. 000-28430)31.1
    
    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
 21